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While we have started with Israel, we are keen to grow in other markets too. As part of this journey, TCS' Banking Service Bureau powered by the TCS BaNCS product suite has helped us gain an early lead by making available a full digital core for banking, including the necessary infrastructure and operational processes. This has given us the space to focus on our core offerings and launch banking services in rapid time. Gal Bar Dea CEO, One Zero Bank The first bank to commence operations using BSB is One Zero Digital Bank, Israel's first completely digital bank, and the first to receive a banking license in the country in over 40 years. Currently running as a pilot, the bank will be open for all customers in the coming months. Besides start-up banks, incumbent banks can also take advantage of the BSB's modular architecture and consume only specific best-in-class capabilities to gain competitive differentiation and drive growth. One of the modules in the BSB is its Digital Bank Guarantee platform, powered by TCS' Quartz® blockchain solution. It digitally transforms the end-to-end lifecycle of guarantees, enables seamless data sharing with various beneficiaries, faster execution, reduced errors, and enhanced transparency, security and data privacy. Bank Hapoalim, Israel's largest bank, with a 30% share of all bank guarantees in the country, has signed up for this platform. Customer Stories \| 40 # Enabling Swiss Re's Risk Partnership Strategy for Future Growth Swiss Re, one of the world's leading providers of reinsurance, insurance, and other forms of insurance-based risk transfer, conducts its business with a clear vision: to make the world more resilient. The company supports its clients with its deep knowledge of risk and its capital strength, and helps the world rebuild, renew, and move forward. A distinctive aspect of Swiss Re's business strategy is leveraging ecosystems across its different businesses to go beyond conventional reinsurance into new products, services, and even entirely new models for risk business. It is creating new collaborative business models where it partners with corporates to create new solutions with embedded insurance, or with other insurers, reinsurers and even governments to leverage shared knowledge, expertise, and capabilities - protecting more customers, in newer ways. TCS is helping Swiss Re realise this ecosystem vision in its credit and surety reinsurance business by building a cloud-native, microservices-based end-to-end underwriting platform, including the front-end digital channels and a digital marketplace that offers instant quotes. The new platform will leverage cloud-native capabilities to help Swiss Re transform its underwriting processes, using larger and richer datasets, deep analytics, and automation to significantly enhance the underwriting quality, speed, and throughput. This will enable Swiss Re to provide a superior customer experience, offer a broader range of products, and take on more business. The partnership with TCS will equip Swiss Re with a platform to power future growth by expanding its underwriting capacity to take on new business, while creating an additional revenue stream from the ceded risk distributed to other reinsurers. Our clients and partners are at the heart of Swiss Re's strategy, and together we make the world more resilient. We offer tech-enabled risk knowledge and data-driven insight to address inefficiencies in the market and support data-driven business decisions. TCS has been a collaborative technology partner in our drive for digital transformation. We are moving into a modern cloud-based landscape which will realise our vision, power our future growth, and solve business and global challenges. Florian Maurer Global Head of Applications Swiss Re Customer Stories \| 41 # How did you cope with supplyside challenges due to the Great Resignation this year? Is the worst behind us? File: AR_TCS_2021_2022.md Milind: Yes, it has been a challenging year for employers all over the world. In our industry, it wasn't as much due to the Great Resignation, as a churn within the industry. Peers who had not anticipated the sharp demand recovery scrambled to fulfill it by poaching at scale from other companies. That triggered a cycle of hiring and counter-hiring of each other's employees, sending attrition rates shooting across the industry. Our attrition went up as well. But our commitment to people, investing in them and empowering them to realize their potential, along with closer employee engagement, have helped us remain a benchmark in talent retention. We also expanded our hiring program, flexing the strength of our employer brand to attract experienced and fresh talent at scale.
We undertook several other tactical measures to cope with the supply side challenges, including generous promotions, retention bonuses and increased use of sub-contractors. # Over the last 3 years, your net addition has significantly outstripped your revenue growth. Where is the disconnect? Milind: There are two reasons. One, there was significant offshore shift during the pandemic due to greater acceptance of remote working, local talent scarcity, and the flow of work to where the talent resides. That was deflationary in nature. Second, we have been hiring additional numbers ahead of demand, in anticipation of continued growth momentum and to have a ready bench to back-fill attrition. This massive infusion of fresh talent by us, as well as by others in the industry, should start easing the problem in FY 2023. There are some early signs of this. Our attrition is plateauing on a quarterly annualized basis. LTM attrition will likely rise further in the first half of FY 2023 and after that, it should start tapering. # Q&A with Finance and HR \|Samir Seksaria\|Chief Financial Officer\| \|---\|---\| \|Milind Lakkad\|Chief Human Resources Officer\| \|Dr Ritu Anand\|Head - Leadership & Diversity\| We have kept our margins in the same tight band for over a decade now. Despite the strong growth during the year, the operating margin stayed flat. How should we look at margins for the next year? Samir: During the year, our annual salary increase and the tactical interventions that Milind referred to, resulted in a 330 bps margin headwind. Operating leverage, improved realizations and some currency support helped us mitigate to the extent of 270 bps, resulting in an industry-leading operating margin of 25.3%. Looking ahead, I expect the supplyside headwinds to persist for most of the year. Additionally, as things normalize, travel and facilities expenses should also inch up. That will be mitigated by the full year benefit of large numbers of fresh engineers onboarded in FY 2022, leverage from continued revenue growth, improved realizations and hopefully, some currency support. Overall, we want to keep our margins stable in the medium term. You used to guide to a 26-28% range? Is that no longer viable? Samir: We don't provide revenue or margin guidance. However, 26-28% remains our longer term aspirational band for the operating margin. Setting aside short term headwinds, we don't see any change to our longer term cost structures or our relative competitiveness. Just five quarters ago, we were in that band, so there is no reason why we can't get there again. Of course, we continue to invest heavily in building capabilities to pursue the large organic growth opportunity. We are also open to acquiring assets which add to our capabilities or IP assets, but the decision is based more on valuations and ease of integration. You have had industry-leading margins for several years. Is that constraining your growth versus peers? Samir: We don't think so. We truly believe that it is possible to pursue profitable growth without compromising on either. The data bears us out. We have kept our margins in the same tight band for over a decade now. During this period, we have outgrown our largest and far more acquisitive local and global peers, and delivered better margins. Switching gears, only 13% of the senior management are women. What are you doing to increase diversity at senior levels? Ritu: We recognize the need to have a more diverse workforce, and have been running a structured program to drive diversity and inclusion within the organization. For us, diversity is not just gender diversity. We take a broader and more inclusive view, including gender, nationality, education, ethnicity, orientation, accessibility and so on. By that measure, diversity in senior management is over 30%. We currently have over 153 nationalities in our workforce. TCS is one of the largest employers of women in the world, with over 210,000 women in the workforce. This diversity is an aggregate outcome of deliberate efforts around hiring in every market, talent management, and creating an inclusive environment. development, promotion and retention, and policies would certainly give us an opportunity to trumpet is demoralizing to existing employees, men and women, specifically designed to encourage talented individuals, regardless of demographic profile, to plan longer term careers in TCS. Women make up 13% of our senior management. But that figure doesn't tell the full story. Within that cohort, women fulfill 30% of our business development and delivery management roles.
That is the pool from which tomorrow's business heads and top leaders will emerge, so I find that extremely encouraging. Also, that percentage translates into nearly 4,000 senior women executives, making ours one of the largest such teams in the world. Our policy of grooming and promoting leadership from within, personalized assessments, leadership development programs, promotions and the collective efforts of the entire leadership team have helped us grow the number of women in that cohort by 84% over the last five years. With continued push and with new leadership positions opening up faster, and in larger numbers because of the high growth environment we are in, we are confident that we will make more progress over the next five years, than we did in the last five. But there are no shortcuts to this. As you look at doubling your revenue, what will TCS' workforce look like? Will you have a million employees? Milind: We believe our workforce will be more diverse, demographically and geographically. With a larger business transformation component in our revenue mix, I expect that we will also have more diverse capabilities within the workforce - more researchers and innovators, more business consultants across industry verticals and technology horizontals, more product and IP owners, more solution architects, and more specialists in softer areas like empathetic design and organizational change management. It is harder to predict how the headcount will grow. With a larger component of G&T revenues with higher realizations, IP-linked revenues and the mainstreaming of technologies like low code/no code which are less effort intensive, we should be able to double revenues without needing a million employees. But even if it comes to that, we are no longer intimidated by large numbers. Our model has proved its scalability, and we are confident we will continue to remain a benchmark in talent management. Why not? You could just announce a target to have 50% women in senior management and hire accordingly? Ritu: Yes, we could. Hiring only women senior managers from outside for all new leadership roles is one of the biggest contributors to our industry-leading talent retention is our long-standing policy of preferring internal candidates for new leadership positions. Hence our organic approach. This may take time to show on the outside, but it is fairer to our employees and more sustainable in the long run. # Helping RS Components Deepen Customer Relationships and Drive Profitable Growth RS Components, the world's largest distributor of electronics and maintenance products, is a trading brand of UK-based Electrocomponents plc. The company supplies industrial products, electronic and electrical components, test and measurement equipment, engineering tools and consumables via e-commerce, telephone and RS Local stores. It operates in 32 countries serving over 1.2 million customers with 500,000 stocked products from over 2,500 leading suppliers. RS Components partnered with TCS to create a new business model that would enable new value-added services in industrial maintenance, foster closer relationships with customers, and drive further demand for its products. TCS used its Bringing Things to Life™ IoT framework, and its deep domain knowledge in digital manufacturing, remote diagnostics and predictive services to help build a new AWS IoT based reporting and condition monitoring system that has been branded RS Industria. This scalable, secure new platform allows customers to connect their manufacturing assets quickly and easily, for real time monitoring that provides insights into the causes of production losses and component failure. RS Components' first client for this solution, a food manufacturing site in the UK, has a number of high value assets such as industrial motors, production line equipment and a treatment plant connected to the platform. The real-time monitoring and insights generated by the system have helped cut fresh water consumption, and also reduce the effort and cost of managing the wastewater treatment. The system is also being used to help reduce the site's energy consumption by monitoring usage at a production line level, highlighting specific areas of energy loss in the production process. In the near future, the customer is using the modularity of RS Industria to rapidly expand the system to enable condition monitoring of critical assets. RS Components and TCS are now working together to replicate this success for other end-customers in other industry segments.
Partnering with TCS for its growth and transformation has helped RS Components embrace a new business model that makes it a valued and trusted business partner to its customers, creates new revenue streams, boosts profitability and reinforces its position as an innovation pioneer in the industrial component ecosystem. # Customer Stories Partnering with TCS in launching RS Industria brought a number of strengths to us - their IIoT expertise, their knowledge around remote diagnostics and predictive services, their understanding of the Amazon Web platform and how to build really advanced solutions in that space and lastly their collaborative way of working. All of these helped us realize our vision around this new offering much faster. Richard Jeffers Director, Industrial Design Solutions RS Components # Boosting Colruyt's Competitiveness with Algorithmic Pricing Colruyt is a leading retailer in Europe with online shops and over 1,000 physical outlets across Belgium, Luxembourg and France. It has ten business formats and diversified business lines. Colruyt's business success has been built on keeping costs down and investing resources in guaranteeing the lowest price for every product at any time. But this is no easy feat. Staying on top means monitoring competitors' online and in-store prices and promotions, and responding to changes with updated prices for those items, as well as for hierarchically linked items, across all stores and business formats. Over time, Colruyt's pricing processes were finding it difficult to cope with the sheer volumes and complexity. Colruyt started the successful collaboration with TCS as the strategic partner to implement the Next-Gen Pricing Engine, an algorithmic, near real-time, intelligent system that automates the deployment of the pricing strategy across products, linked items, stores, channels and brands. To improve the instore price recording from competitor locations, a real time mobile app was launched to boost the productivity and accuracy. The system uses in-parallel memory processing for large volumes of data to generate price recommendations at near real time speed. # Continuous Focus on Technology Innovation At Colruyt, we continuously focus on technology innovation to help our businesses respond quickly to changes in the market, and to grow. The Next-Gen Pricing Engine is one such innovative, mission-critical platform that we have built in partnership with TCS. Their deep retail industry knowledge, digital expertise and collaborative ways of working helped us accomplish our vision to harness the power of AI, automation and digital technologies to help elevate our brand and strengthen our competitive edge. Very importantly, the engine caters to the varied pricing strategies relevant to Colruyt's different business lines - regular everyday low prices, high-low, promotions and markdown, enabling the competitive benefits to accrue across the enterprise. # Partnership with TCS Partnering with TCS for the innovative use of technology is helping Colruyt respond to competitors 24 x 7 with speed and agility, capturing over 100,000 competitor prices, and processing up to 50 million reaction prices per day. This has helped the retailer strengthen its competitive differentiation, live up to its brand promise and drive growth. Peter Vanbellingen CIO, Colruyt IT Customer Stories \| 46 # Transforming India's Lending Sector with a New Digital Platform Non-Banking Financial Companies (NBFCs) are a key component of India's financial ecosystem, helping make credit and other financial services accessible to the small-scale and unorganized sectors, and to the large unbanked population. However, with low technology intensity and largely manual processes, these firms have struggled to meet consumer expectations around digital experience and speed of service on the one hand, and with regulatory compliance and lack of easy access to capital on the other hand. This has held back the sector's growth relative to the market's potential. NBFCs subscribing to the platform benefit from enhanced customer experience, improved liquidity, more resilient and agile operations, and improved regulatory compliance across lending and securitization. Impressed with the rich functionality, flexibility and scalability of the solution, some of India's largest private sector banks are also adopting it for their personal lending business. Aadhar Housing Finance Limited, a housing finance company with a pan-India presence implemented TCS' lending and securitization solution in FY 2022 and has been able to transform its operations, end to end. At the back end, TCS' solution has helped strengthen controls, ease regulatory compliance, enhance data security and drive operational efficiency. On the front end, it has enabled easier and more efficient customer experience. The solution's robust lead management processes, with lead tracking and reporting have helped drive Aadhar's growth and expand its market presence.
Recognizing that the industry's fragmented structure and common attributes lent itself to a cloud-based SaaS platform, TCS built a first-of-its-kind, cloud-based lending and securitization solution, bringing together the power of two of its highly successful products - TCS BaNCS™ and TCS iON™, and the DigiGOV™ governance framework, to completely digitize and reimagine the core processes for the sector. The new platform is a collaborative, connected system that transforms the end-to-end lending and securitization value chain, offering secure and timely flow of data among stakeholders within the ecosystem. It leverages AI and ML to enhance end-customer and internal-stakeholder experience, and improve speed and accuracy in decision-making. Our partnership with TCS is helping us to realise our strategy of investing in technology enabled solutions to improve customer experience. We hope to reap the full benefit of this transformation to expand our market reach. Deo Shankar Tripathi MD and CEO Aadhar Housing Finance Limited Customer Stories \| 47 # Notice Notice is hereby given that the twenty-seventh Annual General Meeting of Tata Consultancy Services Limited will be held on Thursday, June 9, 2022 at 3:30 p.m. (IST) through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") to transact the following business: 1. To receive, consider and adopt: 1. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2021-22. 3. To appoint a Director in place of N Ganapathy Subramaniam (DIN 07006215) who retires by rotation and, being eligible, offers himself for re-appointment. 4. Appointment of Statutory Auditors of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) be and is hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of the thirty-second AGM to be held in the year 2027, at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors." 5. To approve existing as well as new material related party transactions with Tata Sons Private Limited and/or its subsidiaries, Tata Motors Limited, Jaguar Land Rover Limited and/or its subsidiaries and the subsidiaries of the Company (other than wholly owned subsidiaries). amended from time to time, services; (c) purchase/sale/exchange/transfer/ lease of business asset(s) and/or equipments to meet its business objectives/requirements; (d) transfer of any resources, services or obligations to meet its business objectives/requirements ("Related Party Transactions") on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related parties and the Company, for each of the financial years (FY) from FY 2022-23 to FY 2026-27 i.e. five financial years, such that the maximum value of the Related Party Transactions with such parties, in aggregate, does not exceed value as specified under each category for each financial year, provided that the said contract(s)/arrangement(s)/transaction(s) shall be carried out in the ordinary course of business of the Company and in respect of transactions with related parties under Section 2(76) of the Act, are at arm's length basis. "RESOLVED FURTHER that all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects." # 6.
Place of keeping and inspection of the Registers and Annual Returns of the Company To consider and, if thought fit, to pass, the following resolution as a Special Resolution: "RESOLVED that in supersession of all Resolutions passed earlier in this regard and Integrated Annual Report 2021-22 Notice \| 49 pursuant to the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), approval of the Members of the Company be and is hereby accorded to keep the Registers as prescribed under Section 88 of the Act and copies of Annual Returns under Section 92 of the Act, together with the copies of certificates and documents required to be annexed thereto or any other documents as may be required, at the Registered Office of the Company and/or at the office of TSR Consultants Private Limited (formerly TSR Darashaw Consultants Private Limited), Registrar and Transfer Agent of the Company at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083, Maharashtra, India and/or such other place where the office of the Registrar and Transfer Agent of the Company is situated within Mumbai, from time to time. "RESOLVED FURTHER that the Board of Directors or any Committee thereof of the Company be and are hereby authorized to do all such things and take all such actions as may be required from time to time for giving effect to the above resolution and matters related thereto." # Notes: 1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its General Circular nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID-19", General Circular no. 20/2020 dated May 5, 2020, General Circular nos. 02/2021 and 21/2021 dated January 13, 2021 and December 14, 2021 respectively in relation to "Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)", (collectively referred to as "MCA Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the AGM of the Company is being held through VC/OAVM. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice. 2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") setting out material facts concerning the business under Item Nos. 4 to 6 of the Notice, is annexed. 3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars, physical attendance of Members has been dispensed with. The registered office of the Company shall be deemed to be the venue for the AGM. 4. Institutional shareholders/corporate shareholders (i.e. other than individuals, HUF's, NRI's, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorization etc., authorizing their representative to attend the AGM through VC/OAVM on their behalf. # 8. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company's website at https://on.tcs.com/IR-FAQ and on the website of the Company's Registrar and Transfer Agents, TSR Consultants Private Limited ("TCPL") at https://www.tcplindia.co.in/. It may be noted that any service request can be processed only after the folio is KYC Compliant. # 9.
SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, # 5. The Company has fixed Thursday, May 26, 2022 as the "Record Date" for determining entitlement of Members to final dividend for the financial year ended March 31, 2022, if approved at the AGM. # 6. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on Monday, June 13, 2022 as under: - i. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL"), collectively "Depositories", as of end of day on Thursday, May 26, 2022; # 7. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.,: - a. For shares held in electronic form: to their Depository Participants (DPs) - b. For shares held in physical form: to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021. The Company has sent letters along with Business Reply Envelopes (BRE) for furnishing the required details. Members may also refer to Frequently Asked Questions ("FAQs") on Company's website https://on.tcs.com/IR-FAQ. File: AR_TCS_2021_2022.md Institutional shareholders (i.e. other than individuals, HUF's, NRI's etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab in their login. and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail on its registered e-mail address to [email protected] with a copy marked to [email protected]. Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or TCPL, for assistance in this regard. # 10. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TCPL, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form. # 11. As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website https://on.tcs.com/IR-FAQ. # 12. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote during the AGM. # 13. Members seeking any information with regard to the financial statements or any matter to be placed at the AGM, are requested to write to the Company on or before June 8, 2022 through email on [email protected]. The same will be replied by the Company suitably. # 14. Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. # 15.
Notice of the AGM along with the Integrated Annual Report 2021-22 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. In furtherance of the Green Initiative, physical copy of the Notice of the AGM along with the Abridged Integrated Annual Report 2021-22 is being sent by the permitted modes to those Members whose e-mail addresses are not registered. Members may note that the Notice and Integrated Annual Report 2021-22 will also be available on the Company's website www.tcs.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL https://www.evoting.nsdl.com. # 16. Members attending the meeting through VC/OAVM shall be counted for the purpose of determining the quorum under Section 103 of the Act. Integrated Annual Report 2021-22 Notice \| 52 # 17. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereof. The shareholders are requested to update their valid PAN with the DPs (if shares held in dematerialized form) and the Company/TCPL (if shares are held in physical form). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to [email protected] by 11:59 p.m. IST on Tuesday, May 24, 2022. Shareholders are requested to note that in case their PAN is not registered, or having invalid PAN or Specified Person as defined under section 206AB of the Income-tax Act ("the Act"), the tax will be deducted at a higher rate prescribed under section 206AA or 206AB of the Act, as applicable. Non-resident shareholders [including Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose the shareholder may submit the above documents (PDF/JPG Format) by e-mail to [email protected]. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST on Tuesday, May 24, 2022. # 18. Instructions for e-voting and joining the AGM are as follows: # A. VOTING THROUGH ELECTRONIC MEANS i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The remote e-voting period commences on Monday, June 6, 2022 (9:00 a.m. IST) and ends on Wednesday, June 8, 2022 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, June 2, 2022 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-voting facility, either during the period commencing June 6, 2022 to June 8, 2022 or e-voting during the AGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM. # iii. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution again. # iv. The Board of Directors has appointed P N Parikh (Membership No. FCS 327) and failing him, Jigyasa Ved (Membership No. FCS 6488) of Parikh & Associates, Company Secretaries as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. # v.
The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. # vi. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the User ID and Password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and Password for casting the vote. In case of individual shareholders holding securities in dematerialized mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under "Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in dematerialized mode." # vii. The details of the process and manner for remote e-voting are explained herein below: Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on "e-voting facility provided by Listed Companies", e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/DPs to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider ("ESP") thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility. # Step 1: Access to NSDL e-voting system # Step 2: Cast your vote electronically on NSDL e-voting system. Integrated Annual Report 2021-22 Notice \| 54 # Login method for individual shareholders holding securities in dematerialized mode \|Type of shareholders\|Login Method\| \|---\|---\| \|Individual shareholders holding securities in dematerialized mode with NSDL.\|# A. NSDL IDeAS facility<br/>If you are already registered, follow the below steps: 1. Visit the e-Services website of NSDL. Open web browser and type the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under "IDeAS" section. 3. A new screen will open. You will need to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. 4. Click on "Access to e-voting" appearing on the left-hand side under e-voting services and you will be able to see e-voting page. 5. Click on options available against Company name or e-voting service provider-NSDL and you will be re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. If you are not registered, follow the below steps: 1. Option to register is available at https://eservices.nsdl.com. 2. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3. Please follow steps given in points 1-5. \| Integrated Annual Report 2021-22 Notice \| 55 # Type of shareholders # Login Method # B. e-voting website of NSDL 1. Open web browser and type the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 2. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. 3. A new screen will open. You will need to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on options available against Company name or e-voting service provider-NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. # C. Shareholders/Members can also download NSDL mobile app "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on - App Store - Google Play Integrated Annual Report 2021-22 Notice \| 56 # Type of shareholders # Login Method # Shareholders holding securities in dematerialized mode with CDSL 1. Existing users who have opted for Easi/Easiest, they can login through their User ID and Password.
Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the e-voting menu. The menu will have links of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. 4. Alternatively, the user can directly access e-voting page by providing demat account number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and e-mail as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-voting is in progress. # Individual shareholders (holding securities in dematerialized mode) login through their DPs 1. You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility. 2. Once logged-in, you will be able to see the e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. 3. Click on options available against Company name or e-voting service provider-NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User details/Password option available at respective websites. Helpdesk for individual shareholders holding securities in dematerialized mode for any technical issues related to login through Depository i.e. NSDL and CDSL. # Login type # Helpdesk details \|Securities held with NSDL\|Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30\| \|---\|---\| \|Securities held with CDSL\|Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022-23058738 or 022-23058542/43\| Integrated Annual Report 2021-22 Notice \| 57 # II) Login method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding securities in dematerialized mode and shareholders holding securities in physical mode. # How to Log-in to NSDL e-voting website? 1. Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. 3. A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on the screen. 4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can login at https://eservices.nsdl.com/ with your existing IDeAS login. Once you login to NSDL eservices after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically. 5. Your User ID details are given below: 6. \|Manner of holding shares i.e.\|Your User ID is:\| \|---\|---\| \|Demat (NSDL or CDSL) or Physical\| \| \|a) For Members who hold shares in demat account with NSDL.\|8 Character DP ID followed by 8 Digit Client ID\| \|For example if your DP ID is IN300* and Client ID is 12** then your User ID is IN30012***\| \| \|b) For Members who hold shares in demat account with CDSL.\|16 Digit Beneficiary ID\| \|For example if your Beneficiary ID is 12********** then your User ID is 12**********\| \| \|c) For Members holding shares in Physical Form.\|EVEN Number followed by Folio Number registered with the Company\| \|For example if EVEN is 123456 and folio number is 001* then User ID is 123456001***\| \| Password details for shareholders other than Individual shareholders are given below: # How to cast your vote electronically on NSDL e-voting system? The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'. # 7. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password: a) Click on "Forgot User Details/ Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. # c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/ folio number, PAN, name and registered address. # d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL. # 8. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box. # 9. Now, you will have to click on "Login" button. # 10. After you click on the "Login" button, home page of e-voting will open. Details on Step 2 are given below: # 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and general meeting is in active status. # 2. Select "EVEN" of Company, which is 119798 for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting". # 3. Now you are ready for e-voting as the voting page opens. # 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify or modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted. # 5. Upon confirmation, the message "Vote cast successfully" will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number. # 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. # 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. # General guidelines for shareholders 1. It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential. your password confidential. Login to by providing demat account number/ folio number, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card). If you are an Individual shareholder holding securities in dematerialized mode, you are requested to refer to the login method explained above. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL. # 1. Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM. # 2. Instructions for members for e-voting on the day of the AGM are mentioned in point number 18(A). # 3. Members who need assistance before or during the meeting can contact NSDL on [email protected]/1800 1020 990 and 1800 224 430 or contact Amit Vishal, Assistant Vice President - NSDL at [email protected]/or Sanjeev Yadav, Assistant Manager-NSDL at [email protected]. # 4. Members will be able to attend the AGM through VC/OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com following the steps mentioned above for login to NSDL e-voting system. After successful login, you can see VC/OAVM link placed under Join meeting menu against company name. You are requested to click on VC/OAVM link placed under "Join Meeting" menu. # 5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and. In case of any queries related to e-voting, you may refer the Frequently Asked Questions ("FAQs") for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com. For any grievances connected with facility for e-voting, please contact Ms. Pallavi Mhatre, Manager, NSDL, 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, e-mail: [email protected], toll free no: 1800 1020 990/1800 224 430. # Integrated Annual Report 2021-22 # Notice Client ID/Folio number, PAN, mobile number at [email protected] from June 3, 2022 (9:00 a.m. IST) to June 5, 2022 (5:00 p.m. IST).
Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. # Other instructions 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. The results will be announced within the time stipulated under the applicable laws. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. By Order of the Board of Directors Pradeep Manohar Gaitonde Company Secretary Membership No. ACS 7016 Mumbai, April 11, 2022 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India CIN: L22210MH1995PLC084781 Tel: +91 22 6778 9595 E-mail: [email protected] Website: www.tcs.com # Explanatory Statement 11, 2022, proposed the re-appointment of BSR, Chartered Accountants (Firm Registration No.: 101248W/W-100022), as the Statutory Auditors of the Company, for a term of five consecutive years from the conclusion of twenty-seventh AGM till the conclusion of thirty-second AGM of the Company to be held in the year 2027, at a remuneration as may be mutually agreed between the Board of Directors and Statutory Auditors. The Securities and Exchange Board of India ("SEBI"), vide its notification dated November 9, 2021, has notified SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 ("Amendments") introducing amendments to the provisions pertaining to the Related Party Transactions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The aforesaid amendments inter-alia included replacing of current threshold i.e. 10% (ten percent) of the listed entity's consolidated turnover, for determination of material Related Party Transactions requiring prior Shareholders' approval with the threshold of lower of `1,000 crore (Rupees One thousand crore) or 10% (ten percent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. Accordingly, the threshold for determination of material Related Party Transactions under Regulation 23(1) of the SEBI Listing Regulations has been reduced with effect from April 1, 2022. # Item No. 4 This explanatory statement is in terms of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), however, the same is strictly not required as per Section 102 of the Act. The Members at the twenty-second Annual General Meeting ("AGM") of the Company held on June 16, 2017, had approved the appointment of B S R & Co. LLP ("BSR"), Chartered Accountants (Firm Registration No.: 101248W/W-100022), as Statutory Auditors of the Company, to hold office till the conclusion of the twenty-seventh AGM. After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on April 11, 2022, proposed the re-appointment of BSR as Statutory Auditors. BSR have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act. File: AR_TCS_2021_2022.md BSR is a member entity of B S R & Affiliates, a network registered with the Institute of Chartered Accountants of India. BSR is registered in Mumbai, Gurugram, Bengaluru, Kolkata, Hyderabad, Pune, Chennai, Chandigarh, Ahmedabad, Vadodara, Noida, Jaipur, Kochi and Vijayawada. BSR audits various companies listed on stock exchanges in India. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the Members. None of the Directors and Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested in the Resolution set out at Item No. 4 of the Notice. Tata Consultancy Services Limited ("the Company" or "TCS"), being a globally recognised provider of IT services, participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys.
During the course of rendering such services, the Company... # Related Party Transactions also leverages niche skills, capabilities and resources of entities within the "Tata Group". The transactions that the Company has had with its related parties for the last three years is given below: # Year ended March 31, 2022 \|Transactions\|Tata Sons Private Limited\|Subsidiaries of the Company\|Subsidiaries of Tata Sons Private Limited\|Associates/joint ventures of Tata Sons Private Limited\|Total\| \|---\|---\|---\|---\|---\|---\| \|IT/ITE services rendered\|40\|1,164\|854\|2,149\|4,207\| \|Other income\|-\|1\|-\|-\|1\| \|Procurement of goods and services\|-\|345\|549\|306\|1,200\| \|Brand equity contribution\|100\|-\|-\|-\|100\| \|Non IT/ITE services availed\|1\|-\|19\|45\|65\| \|Lease rental\|-\|-\|86\|11\|97\| # Year ended March 31, 2021 \|Transactions\|Tata Sons Private Limited\|Subsidiaries of the Company\|Subsidiaries of Tata Sons Private Limited\|Associates/joint ventures of Tata Sons Private Limited\|Total\| \|---\|---\|---\|---\|---\|---\| \|IT/ITE services rendered\|35\|1,104\|670\|1,673\|3,482\| \|Other income\|-\|1\|-\|-\|1\| \|Procurement of goods and services\|1\|268\|668\|222\|1,159\| \|Brand equity contribution\|100\|-\|-\|-\|100\| \|Non IT/ITE services availed\|-\|-\|17\|42\|59\| \|Lease rental\|1\|-\|49\|32\|82\| Integrated Annual Report 2021-22 Notice \| 63 # Year ended March 31, 2020 \|Transactions\|Tata Sons Private Limited\|Subsidiaries of the Company\|Subsidiaries of Tata Sons Private Limited\|Associates/joint ventures of Tata Sons\|Total\| \|---\|---\|---\|---\|---\|---\| \|IT/ITE services rendered\|31\|1,069\|488\|1,780\|3,368\| \|Procurement of goods and services\|1\|222\|923\|404\|1,550\| \|Brand equity contribution\|100\|-\|-\|-\|100\| \|Non IT/ITE services availed\|-\|-\|2\|1\|3\| \|Lease rental\|2\|-\|90\|4\|96\| In view of the changes in the threshold for determining the related party transactions that require prior shareholder approval and considering the fact that the list of related parties will change dynamically with no action on the part of the Company and to facilitate seamless contracting and rendering/availing of product and services between the Company and "related parties", the Company seeks the approval of the shareholders to approve entering into contracts/arrangements within the thresholds and conditions mentioned in the resolution. All the contracts/arrangements and the transactions with "related parties" are reviewed and approved by the Audit Committee. Further, the transactions that require testing of arm's length pricing are certified by our Statutory Auditors for being at arm's length. Integrated Annual Report 2021-22 Notice \| 64 # The details of transactions that require approval are given below: # 1. Tata Sons Private Limited and/or its Subsidiaries \|Sr. No.\|Description\| \|---\|---\| \|1.\|Name of the related party\| \|2.\|Nature of relationship [including nature of its interest (financial or otherwise)]\| \|3.\|Type of the proposed transaction\| \|4.\|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement\| \|5.\|Particulars of the proposed transaction\| \|6.\|Tenure of the transaction\| \|7.\|Value of the proposed transaction\| \|8.\|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction\| Particulars Tata Sons Private Limited and/or its subsidiaries (please refer to Annexure B for list of subsidiaries) Holding Company - Tata Sons Private limited and its subsidiaries which are covered under Section 2(76) of the Act. - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc. - (e) Leasing of property - (f) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.3 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration up to 5 years and a cumulative threshold of 5.2 percent of the consolidated turnover of the Company across all related parties per annum. Same as 3 Contracts/arrangements with a duration up to 5 years 1.3 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 5.2 percent of the consolidated turnover of the Company per annum across all related parties in this category 1.3 percent of the consolidated turnover of the Company with single related party 5.2 percent of the consolidated turnover of the Company across all related parties Integrated Annual Report 2021-22 Notice \| 65 # 9. Benefits of the proposed transaction The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group.
These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business. # 10. Details of the valuation report or external party report (if any) enclosed with the Notice All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors. # 11. Name of the Director or Key Managerial Personnel, who is related N Chandrasekaran, N Ganapathy Subramaniam and Aarthi Subramanian # 12. Following additional disclosures to be made in case loans, inter-corporate deposits, advances or investments made or given \|A\|Source of funds\|NA\| \|---\|---\|---\| \|B\|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:\|NA\| \| \|* Nature of indebtedness\| \| \| \|* cost of funds and\| \| \| \|* tenure of the indebtedness\| \| \|C\|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)\|NA\| # 2. Tata Motors Limited, Jaguar Land Rover Limited and/or its subsidiaries \|Sr. No.\|Description\| \|---\|---\| \|1.\|Name of the related party\| \|2.\|Nature of relationship [including nature of its interest (financial or otherwise)]\| \|3.\|Type of the proposed transaction\| \|4.\|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement\| \|5.\|Particulars of the proposed transaction\| \|6.\|Tenure of the transaction\| \|7.\|Value of the proposed transaction\| \|8.\|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.\| Particulars Tata Motors Limited, Jaguar Land Rover Limited and/or its subsidiaries (please refer to Annexure B for list of subsidiaries) Tata Motors Limited is an associate of Tata Sons Private Limited, Jaguar Land Rover Limited is a subsidiary of Tata Motors Limited and hence related party as per SEBI Listing Regulations. - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software, - (c) reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc - (e) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.3 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration up to 5 years and a cumulative threshold of 2.6 percent of the consolidated turnover of the Company across all related parties per annum. Same as 3 Contracts/arrangements with a duration up to 5 years 1.3 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 2.6 percent of the consolidated turnover of the Company per annum across all related parties 1.3 percent of the consolidated turnover of the Company with single related party 2.6 percent of the consolidated turnover of the Company across all related parties Integrated Annual Report 2021-22 Notice \| 67 # 9. Benefits of the proposed transaction The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business. # 10. Details of the valuation report or external party report (if any) enclosed with the Notice Company's governance policies with respect to negotiation with third parties are followed for all contracts/arrangements with related party as defined under SEBI Listing Regulations. These contracts/arrangements are approved by the Audit Committee on quarterly basis. # 11. Name of the Director or Key Managerial Personnel, who is related N Chandrasekaran, N Ganapathy Subramaniam, Hanne Sorensen and O P Bhatt # 12.
Following additional disclosures to be made in case loans, inter-corporate deposits, advances or investments made or given \|A\|Source of funds\|NA\| \|---\|---\|---\| \|B\|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:\|NA\| \| \|* Nature of indebtedness\| \| \| \|* cost of funds and\| \| \| \|* tenure of the indebtedness\| \| \|C\|Terms of the loan, inter-corporate deposits, advances or investment made or given\|NA\| \| \|(including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)\| \| # 3. Subsidiaries of the Company (other than wholly owned subsidiaries) \|Sr. No.\|Description\| \|---\|---\| \|1.\|Name of the related party\| \|2.\|Nature of relationship [including nature of its interest (financial or otherwise)]\| \|3.\|Type of the proposed transaction\| \|4.\|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement\| \|5.\|Particulars of the proposed transaction\| \|6.\|Tenure of the transaction\| \|7.\|Value of the proposed transaction\| \|8.\|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction. (and for a related party transaction involving a subsidiary, such percentage calculated on the basis of the subsidiary's annual turnover on a standalone basis shall be additionally provided)\| Particulars Subsidiaries of the Company (other than wholly owned subsidiaries) (please refer to Annexure B for list of subsidiaries) Subsidiaries of the Company which are covered under Section 2(76) of Companies Act, 2013 - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software, - (c) reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc - (e) Leasing of property - (f) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.3 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration up to 5 years and a cumulative threshold of 2.6 percent of the consolidated turnover of the Company across all related parties per annum. Same as 3 Contracts/arrangements with a duration up to 5 years 1.3 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 2.6 percent of the consolidated turnover of the Company per annum across all related parties 2.6 percent of the annual consolidated turnover of the Company and up to 50 percent of respective subsidiary turnover Integrated Annual Report 2021-22 Notice \| 69 # 9. Benefits of the proposed transaction As per global network delivery model of TCS, the subsidiaries operating in respective countries enters into the contracts from customers and outsource the service delivery to the parent company TCS. Solutions framework along with trained domain experts of TCS ensure delivery of high quality and certainty to the end customers at respective countries. # 10. Details of the valuation report or external party report (if any) enclosed with the Notice All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing by the Compliance team and Statutory Auditors. # 11. Name of the Director or Key Managerial Personnel, who is related Person/s holding position of Chief Executive Officer and Managing Director and/or Executive Director and/or Chief Operating Officer. # 12. Following additional disclosures to be made in case loans, inter-corporate deposits, advances or investments made or given \|A\|Source of funds\|NA\| \|---\|---\|---\| \|B\|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:\|NA\| \| \|* Nature of indebtedness\| \| \| \|* cost of funds and\| \| \| \|* tenure of the indebtedness\| \| \|C\|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)\|NA\| None of the Directors or Key Managerial Personnel of the Company or its respective relatives, other than as mentioned above, is concerned or interested, in the resolution. The said transaction(s)/contract(s)/arrangement(s) have been recommended by the Audit Committee and Board of Directors of the Company for consideration and approval by the Members.
It is pertinent to note that no related party shall vote to approve this Resolution whether the entity is a related party to the particular transaction or not. # Item No. 6 As per the provisions of Section 94 of the Act, approval of the Members by way of a special resolution is required for the Company to have its Register and Index of Members, the Register and Index of Debentureholders, if any, copies of all Annual Returns prepared under Section 92 of the Act, together with the copies of the certificates and documents required to be annexed thereto, to be kept at a place other than the Company's Registered Office, but within the same city, town or village where the Registered Office of the Company is situated. Owing to the shifting of the registered office of TCPL, approval of the Members is sought by way of a Special Resolution for keeping the aforesaid documents at the Office of the Company's Registrar and Share Transfer Agents and/or at the other places mentioned in the Resolution. The Members of the Company at its twelfth Annual General Meeting held on June 29, 2007, had approved the Register of Members and other returns/documents, etc. to be kept at the premises of TSR Consultants Private Limited ("TCPL") (formerly known as TSR Darashaw Consultants Private Limited), the Registrar and Transfer Agent ("RTA") of the Company at 6-10 Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai-400 011. The Board recommends the resolution as set out at Item No. 6 of the accompanying Notice for the approval of the Members of the Company by way of a Special Resolution. None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, in the Resolution set out at Item No. 6 of the Notice. # Annexure A # Details of Directors seeking re-appointment at the Annual General Meeting \|Particulars\|DIN\|Date of Birth and Age\|Date of Appointment\|Qualifications\|Expertise in specific functional areas\|Directorships held in other companies\|Memberships/Chairmanships of committees of other companies\|Number of Equity Shares held in the Company\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Chairman N Ganapathy Subramaniam\|07006215\|May 20, 1959 (62 years)\|February 21, 2017\|Master's Degree in Mathematics\|Wide experience in Information Technology\|Tata Elxsi Limited TCS Foundation Tata Communications Limited Tejas Networks Limited Tata Elxsi Limited\|Nomination and Remuneration Committee Executive Committee Risk Management Committee\|197,760 Equity Shares\| For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel, in respect of the above Director, please refer to the corporate governance report which is a part of this report. Integrated Annual Report 2021-22 # Annexure B # List of subsidiaries of Tata Sons Private Limited as on March 31, 2022 (Excluding Tata Consultancy Services Limited and its Subsidiaries) \|Sr. No.\|Name\|Sr. No.\|Name\| \|---\|---\|---\|---\| \|1\|Ewart Investments Limited\|21\|TCE QSTP-LLC\| \|2\|Tata Limited\|22\|Tata Engineering Consultants Saudi Arabia Company\| \|3\|Tata AIA Life Insurance Company Limited\|23\|Tata International AG, Zug\| \|4\|Tata AIG General Insurance Company Limited\|24\|TRIF Investment Management Limited\| \|5\|Indian Rotorcraft Limited\|25\|Tata Advanced Systems Limited\| \|6\|Panatone Finvest Limited\|26\|Aurora Integrated Systems Private Limited\| \|7\|Akashastha Technologies Private Limited\|27\|Nova Integrated Systems Limited\| \|8\|Tejas Networks Limited\|28\|TASL Aerostructures Private Limited\| \|9\|Tejas Communication Pte Limited\|29\|Tata Capital Limited\| \|10\|Tejas Communications (Nigeria) Limited\|30\|Tata Capital Advisors Pte. Limited\| \|11\|TS Investments Limited\|31\|Tata Capital Financial Services Limited\| \|12\|Tata SIA Airlines Limited\|32\|Tata Capital General Partners LLP\| \|13\|Tata Incorporated\|33\|Tata Capital Growth Fund I\| \|14\|Tata Investment Corporation Limited\|34\|Tata Capital Healthcare General Partners LLP\| \|15\|Simto Investment Company Limited\|35\|Tata Capital Housing Finance Limited\| \|16\|Tata Asset Management Private Limited (formerly Tata Asset Management Limited)\|36\|Tata Capital Plc\| \|17\|Tata Asset Management (Mauritius) Private Limited\|37\|Tata Capital Pte. Limited\| \|18\|Tata Pension Management Limited\|38\|Tata Cleantech Capital Limited\| \|19\|Tata Consulting Engineers Limited\|39\|Tata Opportunities General Partners LLP\| \|20\|Ecofirst Services Limited\|40\|Tata Securities Limited\| \| \| \|41\|Tata Capital Special Situation Fund\| Integrated Annual Report 2021-22 Notice \| 73 # Integrated Annual Report 2021-22 # Notice \|Sr. No.\|Name\|Sr. No.\|Name\| \|---\|---\|---\|---\| \|42\|Tata Capital Healthcare Fund I\|62\|Tata Value Homes Limited (formerly Smart Value Homes Limited)\| \|43\|Tata Capital Innovations Fund\|63\|THDC Management Services Limited (formerly THDC Facility Management Limited)\| \|44\|Tata Capital Growth Fund II\|64\|World-One (Sri Lanka) Projects Pte. Limited\| \|45\|TCL Employee Welfare Trust\|65\|World-One Development Company Pte.
Limited\| \|46\|Tata Capital Growth II General Partners LLP\|66\|Synergizers Sustainable Foundation\| \|47\|Tata Capital Healthcare Fund II\|67\|Smart Value Homes (New Project) LLP\| \|48\|Tata Capital Healthcare II General Partners LLP\|68\|One Bangalore Luxury Projects LLP\| \|49\|Tata Housing Development Company Limited\|69\|Ardent Properties Private Limited\| \|50\|Apex Realty Private Limited\|70\|Princeton Infrastructure Private Limited\| \|51\|Concept Developers & Leasing Limited (formerly Concept Marketing and Advertising Limited)\|71\|Land kart Builders Private Limited\| \|52\|HL Promoters Private Limited\|72\|Tata Realty and Infrastructure Limited\| \|53\|HLT Residency Private Limited\|73\|Acme Living Solutions Private Limited\| \|54\|Kolkata-One Excelton Private Limited\|74\|Arrow Infraestate Private Limited\| \|55\|Kriday Realty Private Limited\|75\|Gurgaon Construct Well Private Limited\| \|56\|Sector 113 Gatevida Developers Private Limited (formerly Lemon Tree Land & Developers Private Limited)\|76\|Gurgaon Realtech Limited\| \|57\|One-Colombo Project (Private) Limited\|77\|HV Farms Private Limited\| \|58\|Promont Hillside Private Limited\|78\|TRIF Gurgaon Housing Projects Private Limited\| \|59\|Promont Hilltop Private Limited\|79\|Wellkept Facility Management Services Private Limited (formerly TRIL Hospitality Private Limited)\| \|60\|Smart Value Homes (Boisar) Private Limited (formerly Niyati Sales Private Limited)\|80\|TRIL Roads Private Limited\| \|61\|Smart Value Homes (Peenya Project) Private Limited (formerly Smart Value Homes (Boisar Project) Private Limited)\|81\|TRIL Urban Transport Private Limited\| \| \| \|82\|TRIL Infopark Limited\| # Integrated Annual Report 2021-22 # Notice \|Sr. No.\|Name\| \|---\|---\| \|83\|Hampi Expressways Private Limited\| \|84\|Dharamshala Ropeway Limited\| \|85\|International Infrabuild Private Limited\| \|86\|Uchit Expressways Private Limited\| \|87\|Durg Shivnath Expressways Private Limited (formerly SMS Shivnath Infrastructure Private Limited)\| \|88\|Matheran Rope-Way Private Limited\| \|89\|MIA Infrastructure Private Limited\| \|90\|TRIL Bengaluru Real Estate One Private Limited\| \|91\|TRIL Bengaluru Consultants Private Limited (formerly TRIL Bengaluru Real Estate Two Private Limited)\| \|92\|TRIL Bengaluru Real Estate Three Private Limited\| \|93\|TRIL IT4 Private Limited (formerly Albrecht Builder Private Limited)\| \|94\|Infopark Properties Limited\| \|95\|Tata Trustee Company Private Limited (formerly Tata Trustee Company Limited)\| \|96\|Tata Play Limited (formerly Tata Sky Limited)\| \|97\|Actve Digital Services Private Limited\| \|98\|Tata Sky Broadband Private Limited (formerly Quickest Broadband Private Limited)\| \|99\|TSBB Voice Private Limited\| \|100\|Niskalp Infrastructure Services Limited (formerly Niskalp Energy Limited)\| \|101\|India Emerging Companies Investment Limited\| \|102\|Inshaallah Investments Limited\| \|103\|Tata Industries Limited\| \|104\|Qubit Investments Pte. Limited\| \|105\|Flisom-AG\| \|106\|915 Labs Inc (formerly 915 Labs LLC)\| \|107\|Flisom Hungary Kft\| \|108\|Tata Autocomp Systems Limited\| \|109\|Automotive Stampings and Assemblies Limited\| \|110\|Nanjing Tata Autocomp Systems Limited\| \|111\|TACO Engineering Services GmbH\| \|112\|Changshu Tata AutoComp Systems Limited\| \|113\|Tata Toyo Radiator Limited\| \|114\|TACO Sasken Automotive Electronics Limited\| \|115\|Ryhpez Holding (Sweden) AB\| \|116\|TitanX Holding AB\| \|117\|TitanX Engine Cooling Inc.\| \|118\|TitanX Engine Cooling Kunshan Co. Ltd.\| \|119\|TitanX Engine Cooling AB\| \|120\|TitanX Refrigeracão de Motores LTDA\| \|121\|TitanX Engine Cooling, Poland\| \|122\|Tata AutoComp Gotion Green Energy Solutions Private Limited\| \|123\|TitanX Engine Cooling SRL\| # Integrated Annual Report 2021-22 \|Sr. No.\|Name\| \|---\|---\| \|124\|Tata International Limited\| \|125\|Blackwood Hodge Zimbabwe (Private) Limited\| \|126\|Calsea Footwear Private Limited\| \|127\|Monroa Portugal, Comércio E Serviços, Unipessoal LDA\| \|128\|Move On Retail Spain, S.L.\| \|129\|Pamodzi Hotels Plc\| \|130\|Tata Africa (Cote D'Ivoire) SARL\| \|131\|Tata Africa Holdings (Ghana) Limited\| \|132\|TATA Africa Holdings (Kenya) Limited\| \|133\|Tata Africa Holdings (SA) (Proprietary) Limited\| \|134\|Tata Africa Holdings (Tanzania) Limited\| \|135\|Tata Africa Services (Nigeria) Limited\| \|136\|Tata De Mocambique, Limitada\| \|137\|Tata Holdings Mocambique Limitada\| \|138\|Tata International Metals (Americas) Limited (formerly Tata Steel International (North America) Limited)\| \|139\|Tata International Metals (Asia) Limited (formerly Tata Steel International (Hongkong) Limited)\| \|140\|Tata International Metals (Guangzhou) Limited\| \|141\|Tata International Metals (UK) Limited (formerly Tata Steel International (UK) Limited)\| \|142\|Tata International Singapore Pte Limited\| \|143\|Tata South East Asia (Cambodia) Limited\| \|144\|Tata Uganda Limited\| \|145\|Tata West Asia FZE\| \|146\|Tata Zambia Limited\| \|147\|Tata Zimbabwe (Private) Limited (dormant)\| \|148\|TIL Leather Mauritius Limited\| \|149\|Tata International West Asia DMCC\| \|150\|Motor-Hub East Africa Limited\| \|151\|Tata International Vietnam Company Limited\| \|152\|Tata International Unitech (Senegal) SARL (formerly Tata Africa (Senegal) S.A.R.L.)\| \|153\|Tata International Canada Limited\| \|154\|Newshelf 1369 Pty Ltd\| \|155\|Alliance Finance Corporation Limited\| \|156\|AFCL Ghana Limited\| \|157\|AFCL Premium Services Ltd.\| \|158\|AFCL Zambia Limited\| \|159\|Alliance Leasing Limited\| \|160\|Stryder Cycle Private Limited\| \|161\|AFCL RSA (Pty) Limited\| \|162\|TISPL Trading Company Limited (formerly Tata International Myanmar Limited)\| \|163\|Société Financière Décentralisé Alliance Finance Corporation Senegal\| \|164\|Tata International DLT Private Limited\| Notice \| 76 # Integrated Annual Report 2021-22 # Notice \|Sr. No.\|Name\|Sr.
No.\|Name\| \|---\|---\|---\|---\| \|165\|Taj Air Limited\|186\|Tata Medical and Diagnostics Limited\| \|166\|Impetis Biosciences Limited\|187\|Talace Private Limited\| \|167\|Tata Teleservices Limited\|188\|Air India Limited\| \|168\|Tata Tele NXTGEN Solutions Limited (formerly MMP Mobi Wallet Payment Systems Limited)\|189\|Air India Express Limited\| \|169\|NVS Technologies Limited\|190\|Tata Electronics Private Limited (formerly TRIL Bengaluru Four Private Limited)\| \|170\|TTL Mobile Private Limited (formerly Virgin Mobile (India) Private Limited)\|191\|Vidiyal Residency Private Limited\| \|171\|Tata Teleservices (Maharashtra) Limited\|192\|Tata Business Hub Limited\| \|172\|AirAsia (India) Limited\|193\|Tata Elxsi Limited\| \|173\|Tata Digital Private Limited (formerly Tata Digital Limited)\|194\|Tata Communications Limited\| \|174\|Tata Payments Limited\|195\|Tata Communications Transformation Services Limited\| \|175\|Supermarket Grocery Supplies Private Limited\|196\|Tata Communications Collaboration Services Private Limited\| \|176\|Innovative Retail Concepts Private Limited\|197\|Tata Communications Payment Solutions Limited\| \|177\|Savis Retail Private Limited\|198\|Tata Communications Lanka Limited\| \|178\|Delyver Retail Network Private Limited\|199\|Tata Communications Services (International) Pte. Limited\| \|179\|Dailyninja Delivery Services Private Limited\|200\|Tata Communications (Bermuda) Limited\| \|180\|Tata 1mg Technologies Private Limited\|201\|Tata Communications (Netherlands) B.V.\| \|181\|Tata 1mg Healthcare Solutions Private Limited\|202\|Tata Communications (Hong Kong) Limited\| \|182\|LFS Healthcare Private Limited\|203\|ITXC IP Holdings S.A.R.L.\| \|183\|Infiniti Retail Limited\|204\|Tata Communications (America) Inc.\| \|184\|Tata Fintech Private Limited\|205\|Tata Communications (International) Pte Limited\| \|185\|Protraviny Private Limited\|206\|Tata Communications (Canada) Limited\| \|207\|TATA COMMUNICATIONS (BELGIUM) SRL (formerly Tata Communications (Belgium) S.P.R.L.)\| \| \| # Integrated Annual Report 2021-22 \|Sr. No.\|Name\| \|---\|---\| \|208\|Tata Communications (Italy) SRL\| \|209\|Tata Communications (Portugal) Unipessoal LDA\| \|210\|Tata Communications (France) SAS\| \|211\|Tata Communications (Nordic) AS\| \|212\|Tata Communications (Guam) L.L.C.\| \|213\|Tata Communications (Portugal) Instalacao E Manutencao De Redes LDA\| \|214\|Tata Communications (Australia) Pty Limited\| \|215\|Tata Communications SVCS Pte Ltd (formerly Tata Communications Services (Bermuda) Limited\| \|216\|Tata Communications (Poland) SP.Z.O.O.\| \|217\|Tata Communications (Japan) KK.\| \|218\|Tata Communications (UK) Limited\| \|219\|Tata Communications Deutschland GMBH\| \|220\|Tata Communications (Middle East) FZ-LLC\| \|221\|Tata Communications (Hungary) KFT\| \|222\|Tata Communications (Ireland) DAC\| \|223\|Tata Communications (Russia) LLC\| \|224\|Tata Communications (Switzerland) GmbH\| \|225\|Tata Communications (Sweden) AB\| \|226\|TCPOP Communication GmbH\| \|227\|Tata Communications (Taiwan) Limited\| \|228\|Tata Communications (Thailand) Limited\| \|229\|Tata Communications (Malaysia) Sdn. Bhd.\| \|230\|Tata Communications Transformation Services South Africa (Pty) Ltd\| \|231\|Tata Communications (Spain) S.L.\| \|232\|Tata Communications (Beijing) Technology Limited\| \|233\|VSNL SNOSPV Pte. Limited\| \|234\|Tata Communications (South Korea) Limited\| \|235\|Tata Communications Transformation Services (Hungary) Kft.\| \|236\|Tata Communications Transformation Services Pte Limited\| \|237\|Tata Communications (Brazil) Participacoes Limitada\| \|238\|Tata Communications Transformation Services (US) Inc\| \|239\|Tata Communications Comunicacoes E Multimídia (Brazil) Limitada\| \|240\|Nexus Connexion (SA) Pty Limited\| \|241\|SEPCO Communications (Pty) Limited\| \|242\|Tata Communications (New Zealand) Limited\| \|243\|Tata Communications MOVE B.V.(formerly Teleena Holding B.V.)\| \|244\|Tata Communications MOVE Nederland B.V. (formerly Teleena Nederland B.V.)\| File: AR_TCS_2021_2022.md \|245\|MuCoso B.V. (formerly Tata Communications MuCoso B.V.)\| \|246\|NetFoundry Inc.\| \|247\|TCTS Senegal Limited\| \|248\|OASIS Smart SIM Europe SAS\| \|249\|Oasis Smart E-Sim Pte Ltd\| Notice \| 78 # List of subsidiaries of Tata Motors Limited as on March 31, 2022 \|Sr. No.\|Name\| \|---\|---\| \|1\|TML Business Services Limited (TMLBSL)\| \|2\|Tata Motors Insurance Broking and Advisory Services Limited\| \|3\|Tata Hispano Motors Carrocera S.A.\| \|4\|Tata Hispano Motors Carrocerries Maghreb SA\| \|5\|TMF Holdings Limited\| \|6\|TML Holdings Pte. Limited\| \|7\|Brabo Robotics and Automation Limited\| \|8\|Tata Precision Industries Pte. Limited\| \|9\|Tata Technologies Limited\| \|10\|Tata Marcopolo Motors Limited\| \|11\|JT Special Vehicles Pvt. Limited\| \|12\|TML CV Mobility Solutions Limited\| \|13\|Tata Passenger Electric Mobility Ltd.\| \|14\|Tata Motors Passenger Vehicles Limited (Name changed from TML Business Analytics Services Limited with effect from September 17, 2021)\| \|15\|Tata Motors European Technical Centre PLC\| \|16\|Trilix S.r.l.\| \|17\|Tata Daewoo Commercial Vehicle Company Limited\| \|18\|Tata Daewoo Commercial Vehicle Sales and Distribution Company Limited\| \|19\|PT Tata Motors Indonesia\| \|20\|PT Tata Motors Distribusi Indonesia\| \|21\|Jaguar Land Rover Automotive plc\| \|22\|Tata Motors (Thailand) Limited\| \|23\|Tata Motors (SA) (Proprietary) Limited\| \|24\|Jaguar Land Rover Holdings Limited\| \|25\|Limited Liability Company "Jaguar Land Rover" (Russia)\| \|26\|Jaguar Land Rover (China) Investment Co. Ltd.\| \|27\|Jaguar Land Rover Limited\| \|28\|In-Car Ventures Limited\| \|29\|Shanghai Jaguar Land Rover Automotive Services Company Limited\| \|30\|Jaguar Land Rover Austria GmbH\| \|31\|Jaguar Land Rover Japan Limited\| \|32\|JLR Nominee Company Limited (dormant)\| \|33\|Jaguar Land Rover Deutschland GmbH\| \|34\|Jaguar Land Rover Classic Deutschland GmbH\| \|35\|Jaguar Land Rover North America LLC\| \|36\|Jaguar Land Rover Nederland BV\| \|37\|Jaguar Land Rover Portugal-Veículos e Peças, Lda.\| \|38\|Jaguar Land Rover Australia Pty Limited\| \|39\|Jaguar Land Rover Italia Spa\| Integrated Annual Report 2021-22 Notice \| 79 # Integrated Annual Report 2021-22 # Notice \|Sr. No.\|Name\| \|---\|---\| \|40\|Jaguar Land Rover Korea Company Limited\| \|41\|Jaguar Land Rover Canada ULC\| \|42\|Jaguar Land Rover France, SAS\| \|43\|Jaguar e Land Rover Brasil Indústria e Comércio de Veículos LTDA\| \|44\|Jaguar Land Rover India Limited\| \|45\|Jaguar Land Rover Espana SL\| \|46\|Jaguar Land Rover Belux NV\| \|47\|Jaguar Cars South Africa (Pty) Limited (dormant)\| \|48\|Jaguar Cars Limited (dormant)\| \|49\|Land Rover Exports Limited (dormant)\| \|50\|Land Rover Ireland Limited (non-trading)\| \|51\|The Daimler Motor Company Limited (dormant)\| \|52\|Daimler Transport Vehicles Limited (dormant)\| \|53\|S.S.
Cars Limited (dormant)\| \|54\|The Lanchester Motor Company Limited (dormant)\| \|55\|Jaguar Land Rover Pension Trustees Limited (dormant)\| \|56\|Jaguar Land Rover Slovakia s.r.o\| \|57\|Jaguar Land Rover Singapore Pte. Ltd.\| \|58\|Jaguar Racing Limited\| \|59\|Jaguar Land Rover Colombia S.A.S\| \|60\|Jaguar Land Rover Ireland (Services) Limited\| \|61\|Jaguar Land Rover Taiwan Company Limited\| \|62\|Jaguar Land Rover Servicios México, S.A. de C.V.\| \|63\|Jaguar Land Rover México, S.A.P.I. de C.V.\| \|64\|Jaguar Land Rover Hungary KFT\| \|65\|Jaguar Land Rover Classic USA LLC (dormant)\| \|66\|Jaguar Land Rover (South Africa) Holdings Limited\| \|67\|Jaguar Land Rover Ventures Limited\| \|68\|InMotion Ventures Limited\| \|69\|Spark44 (JV) Limited\| \|70\|Bowler Motors Limited\| \|71\|Jaguar Land Rover (Ningbo) Trading Co. Limited\| \|72\|Jaguar Land Rover (South Africa) (Pty) Limited\| \|73\|Spark44 Pty. Ltd. (Sydney, Australia)\| \|74\|Spark44 GmbH (Frankfurt, Germany)\| \|75\|Spark44 LLC (NYC, USA)\| \|76\|Spark44 Shanghai Limited (Shanghai, China)\| \|77\|Spark44 DMCC (Dubai, UAE)\| \|78\|Spark44 Demand Creation Partners Private Limited (Mumbai, India)\| \|79\|Spark44 Limited (London & Birmingham, UK)\| \|80\|Spark44 Singapore Pte. Ltd. (Singapore)\| \|81\|Spark44 Communications SL (Madrid, Spain)\| \|82\|Spark44 S.r.l. (Rome, Italy)\| \|83\|Spark44 Seoul Limited (Korea)\| # List of subsidiaries of the Company (other than wholly owned subsidiaries) as on March 31, 2022 \|Sr No.\|Name\| \|---\|---\| \|1\|APTOnline Limited\| \|2\|MP Online Limited\| \|3\|C-Edge Technologies Limited\| \|4\|MahaOnline Limited\| \|5\|Tata Consultancy Services (China) Co., Ltd.\| \|6\|Tata Consultancy Services Japan, Ltd.\| # Current List of Companies \|Sr No.\|Name\| \|---\|---\| \|84\|Spark44 Japan K.K. (Tokyo, Japan)\| \|85\|Spark44 Canada Inc (Toronto, Canada)\| \|86\|Spark44 Pty. Limited (South Africa)\| \|87\|Spark44 Colombia S.A.S. (Colombia)\| \|88\|Spark44 Taiwan Limited (Taiwan)\| \|89\|InMotion Ventures 2 Limited\| \|90\|InMotion Ventures 3 Limited\| \|91\|Tata Technologies Pte. Limited\| \|92\|Tata Technologies (Thailand) Limited\| \|93\|Tata Manufacturing Technologies (Shanghai) Co. Limited\| \|94\|INCAT International Plc.\| \|95\|Tata Technologies GmbH\| \|96\|Tata Technologies Europe Limited\| \|97\|Tata Technologies Nordics AB\| \|98\|Tata Technologies Inc.\| \|99\|Tata Technologies de Mexico, S.A. de C.V.\| \|100\|Cambric Limited\| \|101\|Tata Technologies SRL Romania\| \|102\|Tata Motors Finance Solutions Limited\| \|103\|Tata Motors Finance Limited\| # Directors' Report To the Members, The Directors present this Integrated Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial year ended March 31, 2022. To support 'Green initiative', the Abridged Integrated Annual Report has been sent to the Members whose e-mail ids are not registered with the Company / Depositories. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results \|(` crore)\|Standalone\|Standalone\|Consolidated\|Consolidated\| \| \| \|---\|---\|---\|---\|---\| \|Financial Year 2021-22 (FY 2022)\|Financial Year 2020-21 (FY 2021)\|Financial Year 2021-22 (FY 2022)\|Financial Year 2020-21 (FY 2021)\| \| \|Revenue from operations\|1,60,341\|1,35,963\|1,91,754\|1,64,177\| \|Other income\|7,486\|5,400\|4,018\|3,134\| \|Total income\|1,67,827\|1,41,363\|1,95,772\|1,67,311\| \|Expenses\| \| \| \| \| \|Operating expenditure\|1,14,096\|95,653\|1,38,697\|1,17,631\| \|Depreciation and amortisation expense\|3,522\|3,053\|4,604\|4,065\| \|Total expenses\|1,17,618\|98,706\|1,43,301\|1,21,696\| \|Profit before finance costs, exceptional item and tax\|50,209\|42,657\|52,471\|45,615\| \|Finance costs\|486\|537\|784\|637\| \|Profit before exceptional item and tax\|49,723\|42,120\|51,687\|44,978\| \|Exceptional item\| \| \| \| \| \|Provision towards legal claim\|-\|1,218\|-\|1,218\| \|Profit before tax\|49,723\|40,902\|51,687\|43,760\| \|Tax expense\|11,536\|9,942\|13,238\|11,198\| \|Profit for the year\|38,187\|30,960\|38,449\|32,562\| \|Attributable to:\| \| \| \| \| \|Shareholders of the Company\|38,187\|30,960\|38,327\|32,430\| \|Non-controlling interests\|NA\|NA\|122\|132\| \|Opening balance of retained earnings\|70,928\|71,532\|79,586\|78,810\| \|Closing balance of retained earnings\|68,949\|70,928\|78,158\|79,586\| # 2. COVID-19 The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of FY 2022, the second wave of the pandemic overwhelmed India's medical infrastructure. Through this trying period, hospitalization support was provided and Covid care centers were opened in TCS facilities in 13 cities to help affected associates and their families. This was in addition to the medical helplines, self-help and counseling services provided from the start of the pandemic. Amid the pandemic, the Company launched a PAN-India vaccination drive for its employees and their families to ensure the safety and well-being of the associates and their families covering over a million individuals in all, across all the TCS locations and smaller cities from where some of the employees were remote-working. The Directors have also recommended a final dividend of `22 per equity share, the final dividend on equity shares, if approved by the Members, would involve a cash outflow of `8,050 crore. The total dividend for FY 2022 amounts to `43 per equity share and would involve a total cash outflow of `15,818 crore, resulting in a dividend payout of 99.5 percent of the standalone profits of the Company. For FY 2021, the Company paid a total dividend of `38 per equity share, which resulted in an outflow of `14,147 crore and a dividend payout of 41.4 percent* of the standalone profits of the Company. In addition to the above, the Company bought back 5,33,33,333 equity shares at a price of `3,000 per equity share for an aggregate consideration of `16,000 crore.
The offer size of the buyback was 19.96 percent of the aggregate paid-up equity share capital and free reserves as per audited condensed standalone interim financial statements of the Company as at September 30, 2020, respectively. # 3. Return of surplus funds to Shareholders In line with the practice of returning 80 to 100 percent free cash flow to shareholders and based on the Company's performance, the Directors have declared three interim dividends of `7 per equity share aggregating to `21 per equity share involving a cash outflow. The buyback represented 1.08 percent of the total issued and paid-up equity share capital of the Company as at December 31, 2021. The settlement of bids and payment of buyback consideration was made on March 28, 2022 and the shares were extinguished on March 29, 2022. The shareholders' payout with respect to dividend and buyback including tax on buyback. Excluding provision towards legal claim. # 6. Quality initiatives The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. TCS' integrated Quality Management System (iQMS™) continues to enable outstanding value and experience to its customers. iQMS™ is continually enhanced for new service offerings, emerging delivery methodologies, industry best practices and latest technologies. During second wave of the pandemic, the Company was actively monitoring all customer engagements across the globe to minimize risks and ensure continuity of services. This was achieved through daily tracking, digitized multi-level dashboards and differentiated governance of critical engagements. The customer-centricity, rigor in operations and focus on delivery excellence have resulted in sustained high customer satisfaction levels in the periodic surveys conducted by the Company. This is validated by top rankings in third party surveys as well. In these surveys, TCS achieved the top position in customer satisfaction for the ninth consecutive year, with an overall satisfaction score of 84 percent compared to the industry average of 75 percent. TCS has also received multiple awards from CII and National Institute for Quality and Reliability this year. TCS won the Data Security Council of India (DSCI) Excellence Award 2021 in two categories - Best Privacy Practices in Organization and Best Security Practices in IT-ITes/ BPM (Large). # 4. Transfer to reserves The closing balance of the retained earnings of the Company for FY 2022, after all appropriations and adjustments was `68,949 crore. # 5. Company's performance On a consolidated basis, the revenue for FY 2022 was `1,91,754 crore, higher by 16.8 percent over the previous year's revenue of `1,64,177 crore. The profit after tax ("PAT") attributable to shareholders and non-controlling interests for FY 2022 and FY 2021 was `38,449 crore and `33,520 crore, respectively. The PAT attributable to shareholders for FY 2022 was `38,327 crore* registering a growth of 14.8 percent over the PAT of `33,388 crore* in FY 2021. On a standalone basis, the revenue for FY 2022 was `1,60,341 crore, higher by 17.9 percent over the previous year's revenue of `1,35,963 crore. The PAT attributable to shareholders in FY 2022 was `38,187 crore registering a growth of 19.6 percent over the PAT of `31,918 crore* in FY 2021. *Excluding provision towards legal claim. # 7. Subsidiary companies The Company has 52 subsidiaries as on March 31, 2022. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries. - The name of Postbank Systems AG changed to TCS Technology Solutions AG w.e.f. December 27, 2021. - TCS e-Serve America, Inc. was liquidated w.e.f. December 29, 2021. - The name of W12 Studios Limited was changed to Tata Consultancy Services UK Limited w.e.f. May 24, 2021. - On May 26, 2021, Tata Consultancy Services Netherlands B.V., a 100 percent subsidiary of the Company, increased its equity stake to 100 percent in Tata Consultancy Services Saudi Arabia on acquisition of Saudi Desert Rose Holding B.V. - Tata Consultancy Services Ireland Limited, a 100 percent subsidiary of the Company, incorporated a wholly owned subsidiary, Tata Consultancy Services Bulgaria EOOD in Bulgaria on August 31, 2021. - TCS Iberoamerica SA, a 100 percent subsidiary of the Company, incorporated a subsidiary, Tata Consultancy Services Guatemala, S.A. in Guatemala on September 1, 2021. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No.
AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.tcs.com/investor-relations. # 8. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: - i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; - ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; - iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; - iv. they have prepared the annual accounts on a going concern basis; - v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; - vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work... performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2022. # 9. Directors and key managerial personnel The Board of Directors at its meeting held on October 8, 2021, subject to approval of the shareholders, approved the re-appointment of Rajesh Gopinathan (DIN 06365813) as the Chief Executive Officer and Managing Director of the Company for a further period of five years from February 21, 2022 and re-appointment of N Ganapathy Subramaniam (DIN 07006215) as Chief Operating Officer and Executive Director from February 21, 2022 to May 19, 2024, as per the retirement age policy for the Directors of the Company. N Ganapathy Subramaniam (DIN 07006215) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. The Board places on record its appreciation for V Ramakrishnan and Rajendra Moholkar for their invaluable contribution and guidance during their tenure as Chief Financial Officer, and Company Secretary and Compliance Officer, respectively. Samir Seksaria took over as the Chief Financial Officer, with effect from May 1, 2021, in place of V Ramakrishnan, who retired from the services of the Company w.e.f. April 30, 2021. Samir Seksaria has been with TCS since 1999 and has held various positions in business consulting and finance. He is a commerce graduate from Narsee Monjee College, Mumbai and a member of the Institute of Chartered Accountants of India. Rajesh Gopinathan, Chief Executive Officer and Managing Director, N Ganapathy Subramaniam, Chief Operating Officer and Executive Director, Samir Seksaria, Chief Financial Officer and Pradeep Manohar Gaitonde, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2022. # 10. Number of meetings of the Board Five meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. # 11.
Board evaluation The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. # 12. Policy on directors' appointment and remuneration and other details The Company's policy on appointment of directors is available on the Company's website at https://on.tcs.com/ApptDirectors. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company's website at https://on.tcs.com/remuneration-policy. # 13. Corporate social responsibility (CSR) TCS' CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website at https://on.tcs.com/Global-CSR-Policy. # 14. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 15. Audit committee The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. # 16. Auditors B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) will hold office till the conclusion of the twenty-seventh Annual General Meeting of the Company. The Board has recommended the re-appointment of B S R & Co. LLP, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the twenty-seventh Annual General Meeting scheduled to be held in the year 2022 till the conclusion of the thirty-second Annual General Meeting to be held in the year 2027, for approval of shareholders of the Company, based on the recommendation of the Audit Committee. # 17. Auditor's report and Secretarial audit report The statutory auditor's report and the secretarial auditor's report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure II. # 18. Risk management The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 19. Vigil Mechanism The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. This Policy is available on the Company's website at https://on.tcs.com/WhistleBP. # 20. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements. # 21. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022 and hence does not form part of this report. Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions is being placed at the AGM. # 22. Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company's website at https://on.tcs.com/annual-return-21-22. # 23. Particulars of employees The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: - a. The ratio of the remuneration of each director to the median remuneration of the employees. # Employees of the Company and Percentage Increase in Remuneration # Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary in the Financial Year: \|Name\|Ratio to Median Remuneration\|% Increase in Remuneration in the Financial Year\| \|---\|---\|---\| \|Non-executive Directors:\| \| \| \|N Chandrasekaran\|-\|-\| \|O P Bhatt\|38.49\|8.70\| \|Aarthi Subramanian#\|-\|-\| \|Dr Pradeep Kumar Khosla\|34.64\|21.62\| \|Hanne Sorensen\|34.64\|21.62\| \|Keki Mistry\|38.49\|25.00\| \|Don Callahan\|34.64\|12.50\| \|Executive Directors:\| \| \| \|Rajesh Gopinathan\|396.67\|26.52\| \|N Ganapathy Subramaniam\|318.52\|28.47\| \|Chief Financial Officer\| \| \| \|Samir Seksaria##\|-\|$\| \|V Ramakrishnan###\|-\|$\| \|Company Secretary\| \| \| \|Pradeep Manohar Gaitonde@\|-\|$\| \|Rajendra Moholkar@@\|-\|$\| As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. # In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company and hence not stated. ## Appointed as Chief Financial Officer w.e.f. May 1, 2021. ### Relinquished the office of Chief Financial Officer w.e.f. April 30, 2021. @ Appointed as Company Secretary and Compliance Officer w.e.f. November 1, 2021. @@ Relinquished the office of Company Secretary and Compliance Officer w.e.f. October 31, 2021. $ Since the remuneration is only for part of the year, the percentage increase in remuneration is not comparable and hence, not stated. # Additional Information b. The percentage increase in the median remuneration of employees in the financial year is 4.24 percent. c. The number of permanent employees on the rolls of Company are 5,92,195. d. The average annual increase was in the range of 5-8 percent in India. However, during the course of the year, the total increase is approximately 10.5 percent, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage increase varying from 1.5 to 6 percent. Integrated Annual Report 2021-22 Directors' Report \| 89 The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects the Company's performance, the performance pay is also linked to organization performance and individual utilization in addition to individual performance. Increase in the managerial remuneration for the year was 27.38 percent. The Company affirms that the remuneration is as per the remuneration policy of the Company. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. # 24. Integrated Report File: AR_TCS_2021_2022.md The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital. # 25. Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report ("BRSR") form part of the Director's Report.
The Company has provided BRSR, in lieu of the Business Responsibility Report which is reaffirmed in its Environmental Sustainability Policy (https://on.tcs.com/Environmental-Sustainability). # 26. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 27. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy The Company is committed towards conservation of energy and climate action which is reaffirmed in its Environmental Sustainability Policy. # Directors' Report Through the reporting year, initiatives were aligned towards achieving these targets. Having already switched over to LED lights across all offices in 2020, this year the focus was on cooling system and UPS efficiencies. Offices with old/inefficient air conditioners were upgraded to energy efficient and energy star rated cooling systems. Initiatives to optimize the UPS load included UPS resizing and switch over to modular UPS. The data center PUE of 1.65 was achieved for the corporate data centers at Yantra Park and Siruseri. The Company is also incorporating next generation green data center practices with futuristic and modular technologies like modular UPS, cold aisle containment, real time monitoring of temperature and energy consumption. The Company continued to augment the roof top solar photo voltaic installations this year as well taking the total installed capacity to 10.2 MWp contributing to 3.76 percent of total electricity use in the reporting year. The Company increased the renewable energy procurement through third party power purchase agreement (PPA) for solar energy at TCS Siruseri campus and switch over to green tariff for its operations in the states of Karnataka and Maharashtra. This resulted in an increase in the renewable energy use to 37.2 percent of total electricity use. Activities that strengthened both brands related to R&D are specified here. TCS Research as a brand, highlights the Company's ability to invent with impact, and explore futuristic ideas with the wider academic ecosystem. The TCS PaceTM brand stands for its innovation capability, by which intellectual content is made tangible and experiential to customers. TCS continues to expand its foundational research in computing and its intersection with the sciences. New areas of research include sensing, digital twins for social systems, efficient and robust AI and deep learning, quantum computing and generative design for materials, manufacturing and life sciences. Continued focus on the above initiatives will enable steer the Company towards achieving its carbon target to reduce its absolute Scope 1 + Scope 2 carbon footprint by 70 percent by 2025 over the baseline on 2016 and also to become net zero by 2030. Work began with cross-functional teams on strategic initiatives such as Future of Software Development and Sustainability. Research on other strategic initiatives continued. More of TCS' IP based products and platforms were made available natively on hyperscaler cloud platforms. While TCS BaNCS™ suite in financial services, TCS Optumera™ and TCS Omnistore™ in retail, TCS HOBS™ in telecom and TCS ADD™ in life sciences were made available on AWS last year, TCS AvianaTM for travel customers followed suit this year. TCS' Cognitive Plant Operations Adviser (CPOA), an amalgamation of IP-based solutions for. # Integrated Annual Report 2021-22 # Directors' Report Manufacturing has also been developed using Microsoft Azure Cloud capabilities. TCS MasterCraftTM is now on the Microsoft Azure Marketplace. TCS Clever EnergyTM, TCS EnvirozoneTM were launched on Microsoft's Azure IoT platform to help organizations gain insights into energy usage and reduce waste and emissions. Many of these products and platforms are available on Google Cloud as well. TCS also has a rich suite of cloud accelerators rendered on the Google Cloud Garages launched at TCS Pace Ports. In line with the Company's belief of building greater futures through innovation and collective knowledge, R&I continued to combine know-how and innovation mindset across the organization by regularly organizing crowdsourcing initiatives. TCS Innovista 2022 attracted 11,970 entries across the organization. TCS secured 4 wins at TATA Innovista 2021. Innovation Champions continued to be active across several accounts facilitating TCS customers' growth and transformation journeys. TCS Innovation Forum 2021 with sustainability as a theme was held in seven geographies; many Innovation Days were held with customers across industries. The best of TCS' innovation assets, capabilities, and practices were brought to customers through experiential initiatives. TCS Pace Ports, spaces that connect customers to all of TCS' organizational capabilities in innovation, technology and industry expertise, hosted several events and workshops.
TCS Pace Ports are active across geographies. The Company launched a Pace PortTM in Amsterdam formally this year to bring TCS' ecosystem of partners from academia, government institutions, start-ups and technology providers to co-innovate with European customers with a focus on sustainability. 'Powered by Pace' centres were launched across the globe to help customers leverage co-innovation and accelerate digital transformation. These include the digital Garage Innovation Centre at Sydney; and the All-women Innovation Lab at Riyadh. TCS' Agile Innovation Cloud (AIC) was adopted by multiple customers this year. TCS expanded its global footprint with more than 55 active academic partnerships and over 2,600 start-up partners in the network. The ninth season of TCS CodeVita won the Guinness World RecordsTM title for the world's largest computer programming competition with 1,36,054 participants from 34 countries. Intellectual property of TCS R&I grew with more than 240 publications presented in top-tier conferences or published in journals. The Company continued to contribute to standards bodies especially in ISO SC7 and SC42 on Software and Systems Engineering and Artificial Intelligence, respectively. As of March 31, 2022, 6,583 patents have been filed. # Directors' Report and 2,287 granted cumulatively by the Company. TCS won CII's Industrial Intellectual Property Awards 2021 for the Best Patents Portfolio in the Large Enterprises (Information and Communications Technology and Services) category, for the fifth consecutive year. TCS also won the ASSOCHAM IP Excellence Award 2021 for the best IP In-House Team of the Year. # Future course of action: TCS will continue to scale the Patents, Products and Platforms strategy across the organization, harnessing the collective knowledge and creativity of internal teams and of partners to deliver innovative solutions in support of the Company's pursuit of growth and transformation opportunities and longer-term sustainability goals. # Expenditure on R&D: TCS research and innovation centres are located in India and other parts of the world. These research centres in India, as certified by Department of Scientific & Industrial Research (DSIR), function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. # Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2022 and FY 2021 are given below: \|Expenditure on R&D and innovation\|Standalone FY 2022\|Standalone FY 2021\|Consolidated FY 2022\|Consolidated FY 2021\| \|---\|---\|---\|---\|---\| \|a. Capital\|-\|1\|-\|1\| \|b. Recurring\|337\|298\|341\|302\| \|c. Total R&D expenditure (a+b)\|337\|299\|341\|303\| \|d. Innovation center expenditure\|1,841\|1,546\|1,901\|1,614\| \|e. Total R&D and innovation expenditure (c+d)\|2,178\|1,845\|2,242\|1,917\| \|f. R&D and innovation expenditure as a percentage of total turnover\|1.4%\|1.4%\|1.2%\|1.2%\| *Represents value less than `0.50 crore. # Foreign exchange earnings and outgo Export revenue constituted 94.0 percent of the total standalone revenue in FY 2022 (94.0 percent in FY 2021). # Foreign exchange earnings and outgo \| \|FY 2022\|FY 2021\| \|---\|---\|---\| \|a. Foreign exchange earnings\|1,55,240\|1,30,720\| \|b. CIF Value of imports\|216\|241\| \|c. Expenditure in foreign currency\|63,689\|54,800\| # 28. Acknowledgements The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors regret the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked his life and safety to fight this pandemic. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N Chandrasekaran Chairman DIN No. 00121863 Mumbai, April 11, 2022 # Annexure I # Annual Report on CSR Activities # 1. Brief outline on CSR Policy of the Company The Company believes that all are born with equal potential but not equal opportunity. TCS' vision is to empower people and communities, building self-reliance through purpose and technology while ensuring the values of fairness, equity and respect for human rights. The Company remains steadfast in its mission to connect people to opportunities in the digital economy while building equitable, inclusive pathways for all - especially women, youth and marginalized groups. TCS, through various CSR initiatives and programs across globe, continues to invest in addressing the most pressing needs of the community. The primary focus areas are education, skilling, employment and entrepreneurship with a focus on bridging the opportunity gap for people and communities. The Company invests in basic health and wellness, water sanitation and hygiene, conservation and disaster relief efforts to support the basic needs of communities across the globe. By applying its resources towards communities that need it the most, TCS ensures equitable access.
The Company's CSR strategy incorporates an inclusive approach into the design of every program. In India this is aligned to its support of the Government of India's Affirmative Action Policy and the Tata Group's Affirmative Action Program. With a view to grow the capacity of grassroot organizations and the knowledge base of community issues, TCS also invests in strategic partnerships, research and insights and in providing pro-bono technology consulting. To achieve transformational impact, TCS leverages the best of the Company's capabilities - its intellectual, technology, human and financial capital. TCS aims to create innovative solutions to societal challenges applying its contextual knowledge while harnessing the expertise of a diverse network of leaders; execute and scale programs using its technology capabilities; engage its large employee base to volunteer their time, skills and expertise as last-mile connectors and make impact investments in large scale, sustainable, multi-year programs that empower communities. The projects undertaken are within the broad framework of Schedule VII to the Act. Details of the CSR policy and projects or programs undertaken by the Company are available on links given below: https://on.tcs.com/Global-CSR-Policy https://www.tcs.com/corporate-social-responsibility Integrated Annual Report 2021-22 Directors' Report \| 95 # 2. Composition of the CSR committee: \|Sr. No.\|Name of Director\|Designation / Nature of Directorship\|Number of meetings of CSR Committee held during the year\|Number of meetings of CSR Committee attended during the year\| \|---\|---\|---\|---\|---\| \|1\|N Chandrasekaran\|Chairman, Non-independent, Non-Executive Director\|3\|3\| \|2\|O P Bhatt\|Member, Independent, Non-Executive Director\|3\|3\| \|3\|N Ganapathy Subramaniam\|Member, Non-Independent, Executive Director\|3\|3\| # 3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company Composition of the CSR committee shared above and is available on the Company's website at https://www.tcs.com/corporate-governance. CSR policy - https://www.tcs.com/content/dam/tcs/pdf/CSR/TCS_CSR_Policy.pdf CSR projects - https://www.tcs.com/corporate-social-responsibility # 4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). TCS has been conducting internal impact assessments to monitor and evaluate its strategic CSR programs. The Company takes cognizance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and has initiated impact assessment of one CSR project (Tata Translational Cancer Research Center) through an independent agency. The report is available on the Company's website at https://on.tcs.com/IAR. # 5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any \|Sr. No.\|Financial Year\|Amount available for set off from preceding financial years\|Amount required to be set off for the financial year, if any\| \|---\|---\|---\|---\| \|1\|2020-21\|11\|NIL\| Integrated Annual Report 2021-22 Directors' Report \| 96 # 6. Average net profit of the Company as per Section 135(5) of the Act: ₹35,806 crore # 7. (a) Two percent of average net profit of the Company as per Section 135(5) of the Act: ₹716 crore # (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL # (c) Amount required to be set off for the financial year, if any: NIL # (d) Total CSR obligation for the financial year (7a+7b-7c): ₹716 crore # 8. (a) CSR amount spent or unspent for the financial year: \|Total Amount Spent for the Financial Year\|Total Amount transferred to Unspent CSR Account as per Section 135(6) of the Act\| \|---\|---\| \|Amount\|Date of transfer\| \|727\|NIL\| \|-\|(₹ crore)\| # Amount Unspent # Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5) of the Act \|Name of the Fund\|Amount\|Date of transfer\| \|---\|---\|---\| \|-\|NIL\|-\| Integrated Annual Report 2021-22 Directors' Report \| 97 # (b) Details of CSR amount spent against ongoing projects for the financial year: \|(1)\|(2)\|(3)\|(4)\|(5)\|(6)\|(7)\|(8)\|(9)\|(10)\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Sr. No.\|Name of the Project\|Item from the list of activities in Schedule VII to the Act\|Local area (Yes/No)\|Location of the project\|Project duration\|Amount allocated for the project in the current financial year\|Amount spent\|Amount transferred to Unspent CSR Account for the project as per Section 135(6) of the Act\|Mode of Implementation - Direct (Yes/No)\| \|1\|Tata Translational Cancer Research Center\|(i)\|Yes\|West Bengal, Kolkata\|6 years\|54\|7\|-\|No\| \|2\|BridgeIT - DF (Project 1)\|(ii)\|No\|Mizoram, Aizawl, Karnataka, Raichur\|5 years\|1\|-\|-\|No\| \|3\|BridgeIT - DF (Project 2)\|(ii)\|Yes\|Karnataka, Raichur, Odisha, Yadgir, Gajapati and Rayagada\|5 years\|3\|-\|-\|No\| \|4\|BridgeIT - Humana People to People India\|(ii)\|No\|Jharkhand, Lohardaga and Latehar\|5 years\|1\|-\|-\|No\| \|TOTAL\|TOTAL\|TOTAL\|TOTAL\|TOTAL\|TOTAL\|TOTAL\|TOTAL\|TOTAL\|7\| Represents value less than `0.50 crore.
# Integrated Annual Report 2021-22 # Directors' Report \| 98 # Details of CSR amount spent against other than ongoing projects for the financial year: \|Sr. No.\|Name of the Project\|Item from the list of activities in Schedule VII to the Act\|Local area (Yes/ No)\|Location of the project\|Amount spent for the project (` crore)\|Mode of implementation - Direct (Yes/No)\|Mode of implementation - Through\|Name\|CSR registration number\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|1\|Contribution for Schedule VII activities\|(i), (ii), (iv), (v)\|Yes\|PAN India\|680\|No\|TCS Foundation\| \|CSR00002960\| \|2\|Healthcare projects\|(i)\|No\|Maharashtra, Kerala, Andhra Pradesh, Uttar Pradesh\|15\|Yes\| \| \| \| \|3\|Education and skill building projects\|(ii)\|Yes\|PAN India\|10\|Yes\| \| \| \| \|4\|Employability training for rural youth\|(ii), (iii)\|Yes\|PAN India\|4\|Yes\| \| \| \| \|5\|Hospital Management System at Cancer Institute and Tata Medical Centre\|(i)\|Yes\|Tamil Nadu, West Bengal\|2\|Yes\| \| \| \| \|6\|Adult Literacy Program support\|(ii)\|Yes\|Gujarat, Haryana, Jammu & Kashmir, Jharkhand, Maharashtra, Telangana, West Bengal\|1\|Yes\| \| \| \| \|7\|Jal Jeevan Mission\|(i)\|Yes\|Himachal Pradesh, Uttarakhand, Maharashtra, Rajasthan, Jharkhand, Gujarat, Assam, Tripura, Ladakh, Karnakata, Uttar Pradesh, Andhra Pradesh\|1\|Yes#\|Tata Community Initiatives Trust\| \|CSR00002739\| \|8\|Community transformation projects\|(ii) (iii)\|Yes\|PAN India\|-\|Yes\| \| \| \| Represents value less than `0.50 crore. #Jal Jeevan Mission project is being jointly implemented with Tata Community Initiatives Trust, CSR reg. no. - CSR00002739 \|(1)\|(2)\|(3)\|(4)\|(5)\|(6)\|(7)\|(8)\| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Sr. No.\|Name of the Project\|Item from the list of activities in Schedule VII to the Act\|Local area (Yes/ No)\|Location of the project\|Amount spent for the project (` crore)\|Mode of implementation - Direct (Yes/No)\|Mode of implementation - Through implementing agency\| \| \|9\|goIT - Student Digital Innovation Program\|(ii)\|Yes\|Andhra Pradesh, Gujarat, Jammu & Kashmir, Karnataka, Kerala, Maharashtra, Odisha, Tamil Nadu, West Bengal, Ladakh\|-\|Yes\|-\| \| \| \| \| \| \|Vizianagaram, Srikakulam, Anantapur, Kadapa, Ahmedabad, Dahod, Bharuch, Surat, Jammu, Tumkur, Chikkaballapur, Kolar, Bangalore, Mandya, Shivamogga, Ramanagara, Dakshina Kannada, Raichur, Ernakulum, Wayanad, Palakkad, Kochi, Thane, Amravati, Nagpur, Solapur, Wardha, Akola, Yavatmal, Sangli, Pune, Osmanabad, Chandrapur, Anugul, Balasore, Bargarh, Bolangir, Boudh, Cuttack, Deogarh, Dhenkanal, Gajapati, Ganjam, Jajapur, Jharsuguda, Kalahandi, Kendrapada, Keunjhar, Khordha, Koraput, Malkangiri, Mayurbhanj, Nabarangpur, Nayagarh, Nuapada, Phulbani, Puri, Rayagada, Sambalpur, Sonepur, Sundargarh, Kancheepuram, Kolkata, Purulia, Leh\| \| \| \| \| \|10\|Archaeometallurgical insights on ancient excavations\|(v)\|Yes\|Tamil Nadu\|-\|No\|National Institute of Advanced Studies\|CSR00007662\| \|11\|IMF - Computational Thining Program\|(ii)\|Yes\|Andhra Pradesh, Jammu & Kashmir, Ladakh, Maharashtra, Punjab, Tamil Nadu, Uttarakhand, West Bengal, Karnataka, Madhya Pradesh, Goa, Kerala\|-\|Yes\|-\| \| \| \| \| \| \|Chittoor, East Godavari, Guntur, Krishna, Kurnool, Nellore, Prakasam, Srikakulam, Vizianagaram, West Godavari, Anantapur, Kadapa, Visakhapatnam, Jammu, Poonch, Kupwara, Leh, Thane, Amravati, Nagpur, Ahmadnagar, Solapur, Wardha, Raigarh, Akola, Yavatmal, Sangli, Amritsar, Chennai, Almora, Dehradun, Bankura, Mysore, Tumkur, Chikkamagalore, Chikmagaluru, Chikkaballapur, Kolar, Bangalore, Mandya, Ramnagar, Shivamogga, Kolar, Ramanagara, Dakshina Kannada, Neemuch, North Goa, South Goa, Ernakulum, Kottayam, Alappuzha\| \| \| \| \| \|12\|Infrastructure support to Hospital\|(i)\|Yes\|Maharashtra\|-\|No\|Society for Rehabilitation of Crippled Children\|CSR00003225\| Represents value less than `0.50 crore. Integrated Annual Report 2021-22 Directors' Report \| 100 \|Sr.\|Name of the Project\|Item from the list of activities in Schedule VII to the Act\|Local area (Yes/ No)\|Location of the project State / Union Territories\|District\| \|---\|---\|---\|---\|---\|---\| \|13\|Scholarship program\|(ii)\|Yes\|Madhya Pradesh\|Chhindwara\| \|14\|Digital Nerve Centre\|(i)\|Yes\|PAN India\| \| \|TOTAL\|TOTAL\|TOTAL\|TOTAL\|TOTAL\| \| Represents value less than `0.50 crore. \|Amount spent for the project (` crore)\|Mode of implementation - Direct (Yes/No)\|Mode of implementation - Through implementing agency\|Name\|CSR registration number\| \|---\|---\|---\|---\|---\| \|-\|No\|NIIT Foundation\|CSR00000621\| \| \|-\|Yes\|-\| \| \| \|713\| \| \| \| \| (d) Amount spent in Administrative Overheads: `7 crore (e) Amount spent on Impact Assessment, if applicable: NIL (f) Total amount spent for the Financial Year (8b+8c+8d+8e) : `727 crore (g) Excess amount for set off, if any \|Sr. No.\|Particulars\|Amount (` crore)\| \|---\|---\|---\| \|(i)\|Two percent of average net profit of the Company as per Section 135(5) of the Act\|716\| \|(ii)\|Total amount spent for the Financial Year\|727\| \|(iii)\|Excess amount spent for the financial year [(ii)-(i)]\|11\| \|(iv)\|Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any\|NIL\| \|(v)\|Amount available for set off in succeeding financial years [(iii)-(iv)]\|11\| Integrated Annual Report 2021-22 Directors' Report \| 101 # 9. Details of Unspent CSR amount for the preceding three financial years: \|Sr. No.\|Preceding Financial Year\|Amount transferred to Unspent CSR Account under Section 135 (6) of the Act\|Amount spent in the reporting Financial Year\|Amount transferred to any fund specified under Schedule VII as per Section 135(6) of the Act, if any\|Amount remaining to be spent in succeeding financial years\| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\| \|1\|-\| \|NIL\|-\|-\|NIL\|-\| # (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): \|Sr.
No.\|Project ID\|Name of the Project\|Financial Year in which the project was commenced\|Project duration\|Total amount allocated for the project\| \|---\|---\|---\|---\|---\|---\| \|1\|TTCRC\|Tata Translational Cancer Research Centre\|FY 2016\|6 years\|54\| \|2\|BridgeIT\|BridgeIT - DF (Project 1)\|FY 2018\|5 years\|1\| \|3\| \|BridgeIT - DF (Project 2)\|FY 2020\|5 years\|3\| \|4\| \|BridgeIT - Humana\|FY 2020\|5 years\|1\| \|5\| \|BridgeIT - CADAM (Project 1)\|FY 2018\|5 years\|3\| \|6\| \|BridgeIT - CADAM (Project 2)\|FY 2020\|5 years\|6\| \|7\|IIIT\|Setting up of IIIT at Guwahati, Vadodara, Srirangam, Ranchi and Nagpur in PPP mode\|FY 2014\|Open ended\|29\| # TOTAL \|Amount spent on the project in the reporting Financial Year\|Cumulative amount spent at the end of reporting Financial Year\|Status of the project\| \|---\|---\|---\| \|7\|54\|Completed\| \|-\|1\|Ongoing\| \|-\|2\|Ongoing\| \|-\|1\|Ongoing\| \|-\|2\|Ongoing\| \|-*\|2\|Ongoing\| \|-\|16\|Ongoing\| # 10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details) - (a) Date of creation or acquisition of the capital asset(s) : None - (b) Amount of CSR spent for creation or acquisition of capital asset : NIL - (c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address, etc. : Not Applicable - (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset) : Not Applicable # 11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per Section 135(5) of the Act: Not Applicable Rajesh Gopinathan Chief Executive Officer and Managing Director DIN No. 06365813 N Chandrasekaran Chairman, Corporate Social Responsibility Committee DIN No. 00121863 Integrated Annual Report 2021-22 Directors' Report \| 103 # Annexure II # Form No. MR-3 # Secretarial Audit Report # for the financial year ended March 31, 2022 [Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited Company has during the audit period covering the financial year ended on March 31, 2022, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has complied with the statutory provisions listed below: # (i) The Companies Act, 2013 (the Act) and the rules made thereunder; # (ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; # (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; # (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder; # (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; - (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; - (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Integrated Annual Report 2021-22 Directors' Report \| 104 # Employee Benefits and Sweat Equity a) Information Technology Act, 2000 and the Regulations, 2021; (Not applicable to the Company during the audit period) b) Special Economic Zones Act, 2005 and the rules made thereunder; c) Software Technology Parks of India rules and regulations d) The Indian Copyright Act, 1957 e) The Patents Act, 1970 f) The Trade Marks Act, 1999 g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) (vi) Other laws applicable specifically to the Company namely:- # We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the period under review. The re-appointment of Mr. Rajesh Gopinathan as Chief Executive Officer & Managing Director and Mr. N. Ganapathy Subramaniam as Chief Operating Officer & Executive Director was carried out in compliance with the provisions of the Act. File: AR_TCS_2021_2022.md Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. Integrated Annual Report 2021-22 Directors' Report \| 105 We further report that during the audit period the following events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. The Company has completed buyback of 4,00,00,000 (four crores) fully paid-up equity shares of face value of `1 (Rupee One) each ("Equity Shares"), on a proportionate basis, through the Tender Offer route through the Stock Exchange mechanism as prescribed under the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, at a price of `4,500 (Rupees four thousand five hundred only) per Equity Share. To, The Members Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1.
Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc. 2. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 Place: Mumbai UDIN: F000327D000062686 Date: April 11, 2022 PR No.: 1129/2021 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 Place: Mumbai UDIN: F000327D000062686 Date: April 11, 2022 PR No.: 1129/2021 # Management # Overview of the Industry globally, with a market share of 2.3%, and has outperformed the market, growing significantly higher than market growth over the last decade. # Global Market for IT and BPM Services $ Bn \|USD Billion\|1600\| \|---\|---\| \| \|800\| \| \|1.4x\| \| \|1,110\| \| \|795\| \| \|400\| \| \|200\| \| \|100\| \| \|50\| \| \|10\| \| \|25.7\| \| \|10.2\| \| \|2.5x\| \| \|0\| \|TCS Revenue $ Bn\| \| \|FY2012\| \| \|FY2022\| \| This may be attributed to market share gains resulting from TCS' customer-centric strategy and organization structure, a very stable management team, focused investments in building superior capabilities, better execution resulting in greater customer satisfaction, and steadily expanding participation in customers' growth and transformation spends. The global IT services industry continues to be a highly fragmented one, with even the largest provider having a mid-single digit market share. TCS is among the largest IT services providers. 1 World Economic Outlook, IMF, April 2022 2 Nasscom Strategic Review Report 2022 # Integrated Annual Report 2021-22 # Management Discussion and Analysis 107 # TCS' Business # An Overview TCS is an IT services, consulting and business solutions organization partnering many of the world's largest businesses in their transformational journeys for the last 54 years. It has a global presence, deep domain expertise in multiple industry verticals and a complete portfolio of offerings - grouped under consulting and service integration, application services, digital transformation services, cloud services, engineering services, cognitive business operations, and products and platforms - targeting every C-suite stakeholder. The company leverages all these and its deep contextual knowledge of its customers' businesses to craft unique, high quality, high impact solutions designed to deliver differentiated business outcomes. These solutions are delivered using its Secure Borderless Workspaces™ (SBWS™) operating model which enables a highly distributed, Location Independent Agile™ delivery. TCS geographic footprint covers North America, Latin America, the United Kingdom, Continental Europe, Asia-Pacific, India, and Middle-East and Africa. # Strategy for Sustainable Growth Customer-centricity is at the heart of TCS' strategy, organization structure and investment decisions. TCS' customer-centric worldview helps spot trends early, embrace business opportunities by making the right investments and mitigating risks while discharging its social and environmental responsibilities. At an aggregate level, this strategy has resulted in deep and enduring customer relationships, a vibrant and engaged workforce, industry-leading profitability, a steady expansion of the addressable market, and a proven track record in delivering longer term stakeholder value. # Enabling Investments TCS pioneered the use of the word 'digital' to describe the new family of technologies that emerged in the last decade. Quick to recognize the potential of cloud, the company made investments ahead of time in launching new platform-based business models as far back as in 2009, reskilling the workforce, research and innovation, building collaborative workspaces and innovation centers, intellectual property, and alliances and partnerships. Those early investments have given TCS a head start in participating in its customers' growth and transformation journeys.
Over the last 3 years, TCS has been investing in a network of Pace Ports, co-innovation hubs in all its major markets, to provide a physical space for these growth and transformation engagements which are higher value engagements catering to the needs of a broader set of stakeholders in Manufacturing, Life Sciences and Healthcare and Others. The last category includes Energy, Resources and Utilities, Public Services and others. TCS has been broadening and deepening customer relationships by continually looking for new opportunities and newer areas in their businesses to add value, proactively investing in building newer capabilities, reskilling its workforce and launching newer services, solutions, products and platforms to address those opportunities. As evidenced by the client metrics, this strategy is helping drive a steady increase in the scope and scale of services consumed year after year, and expand TCS' share of wallet. 4 Ref AR FY 2012, MD&A, Pages 25, 29 3 GRI 2-22 5 Ref AR FY 2010, Letter from CEO, Page 7 # TCS teams to engage with clients in ideation, rapid prototyping and agile development of innovative ideas These hubs also house researchers and members of TCS' extended innovation ecosystem of start-ups and academia. Adding to the Pace Ports in Tokyo, New York, Pittsburgh and Toronto, the company inaugurated the Pace Port at Amsterdam in May 2021, and a Digital Garage in Sydney in February 2022. TCS continued to invest in intellectual property, launching new variants within the ignio™ suite and building newer functionality and features in the TCS BaNCS™ suite, the Algo Retail suite, the TCS ADD suite, HOBS, TwinX, MasterCraft and Jile. Across each of the industry verticals, the relevant business units launched new service offerings and solutions, catering to the evolving needs of the market - such as the ESG Integration solution suite on all three hyperscaler platforms covering EU taxonomy, Sustainable IT, Green Mortgage, Carbon Bank and Cal-C (Carbon Calculator). The company launched Cyber Defense Suite - a comprehensive suite of modular, quickly adoptable cyber security services on a single platform - to provide enterprises with a unified 360-degree visibility and predictive intelligence to proactively defend and respond against evolving risks. # New Organization Structure TCS rolled out a new, industry-first organization structure at the end of FY 2022 that further enhances the company's customer centricity. The new model recognizes that customers' needs vary and evolve over time as they progress in their relationship journey with TCS, and enables the delivery of a curated experience best suited for each customer's current stage in that journey. It does this by adding a fourth dimension - i.e. customer relationship stage - to the existing three dimensions of TCS' organization structure: geography, industry vertical and service line. # Customer acquisition will continue to be done by local sales teams in the various markets. Existing customers in major markets will continue to be serviced by the same client partners, but the governance layer on top has been realigned. Instead of being governed as vertical-wise business groups, customers have now been segmented by relationship stage, and vested with three business groups: \| \| \|Relationship Incubation Group\|Enterprise Growth Group\|Business Transformation Group\| \|---\|---\|---\|---\|---\| \|Manage new relationships which require a higher level of hand holding and a differentiated, high touch delivery;\|Manage relationships which are in the high growth phase;\|Manage large and mature relationships.\| \| \| The company's primary reporting segments will continue to be industry verticals and geographic markets. Existing verticalized governance structures, the Industry Solution Units (ISUs) and sub-ISUs, will see their portfolios realigned and rationalized under these three business groups. Customers in emerging markets will continue to be serviced by local country-based organizations. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 109 The sharper customer focus enabled by the new structure and the resultant curated customer experiences are expected to enhance customer intimacy, facilitate cross-selling and up-selling, expand share of wallet and prepare the company for the journey ahead. # Strategic Responses to Opportunities and Threats \|Opportunity / Threat\|TCS Approach\|Outcomes\| \|---\|---\|---\| \|Greater interest in using technology to drive business growth\|- Focused on developing contextual knowledge and applying that for inside-out transformations. - Continued investments in research and innovation, TCS Pace Ports, and intellectual property. - Dedicated practice with domain experts to bring together TCS' differentiated capabilities from across the organization to stitch together comprehensive solutions. - Proactive pitching of solutions to customers' most pressing business problems. - New brand tagline 'Building on Belief' to strengthen positioning as a growth and transformation partner. \|- Expansion of addressable market.
- Growing share of G&T business adding to growth. - Higher quality revenue, lending margin resilience. - More deeply embedded in the clients' business. - Engaging with a broader set of buyers in the client organization. - Higher visibility within C-Suites. \| \|Accelerated adoption of public cloud\|- Launched dedicated business units with end to end capabilities on each of the hyperscaler platforms. - Continued investment by each of these units in skills, certifications, credentials, IP and accelerators. - Articulated the multi-horizon cloud transformation framework. - Made available TCS products and solutions on public clouds. \|- Strong growth in cloud transformation revenues. - Top tier partner to each of the hyperscalers. - Preferred partner to clients seeking to use cloud native capabilities to power their growth and transformation. \| Integrated Annual Report 2021-22 Management Discussion and Analysis \| 110 # Opportunity / Threat # TCS Approach # Outcomes \|Greater acceptance of as-a-Service platforms\|- Strengthened alliances and launched new offerings around the popular and new SaaS products. - Helped ISV* clients upgrade their products to launch new SaaS versions. - Partnering with product manufacturers to help launch innovative as-a-Service offerings using TCS Bring Things to Life IoT framework. \|- Stronger win-win partnerships. - Expansion of addressable market. - Strong growth in SaaS sales. - Platforms drive stickier relationships, with long term revenue visibility. \| \|---\|---\|---\| \|TCS IP:\|- Launched SaaS versions of in-house product portfolio; made available on hyperscaler platforms. - Used IP portfolio to launch new platforms that bundle IP and shared services on the cloud. \| \| \|Operations optimization to fund transformation\|- Launched the Machine First™ Delivery Model, embedding automation deep within the enterprise to drive greater efficiencies. - Launched the TCS Cognix™ hyper-automation suite with pre-built solutions for business and IT operations transformation. \|- Operations transformation order book of over $1Bn from Cognix since its launch. - Reputation as a partner who helps structure self-funding business transformation programs. \| \|Pandemic-forced remote working\|- Launched the Secure Borderless Workspaces™ operating model. - Announced Vision 25x25, heralding a new hybrid working model for the longer term. - Implemented 'talent clouds', staffing projects using AI to match skills, regardless of location. \|- Ensured business continuity on mission-critical activities. - Faster ramp-up of new projects. - More opportunities for employees, based on skills rather than their location. - More flexible working arrangement, that is more gender inclusive. \| * Independent Software Vendor Integrated Annual Report 2021-22 Management Discussion and Analysis \| 111 # Talent Management TCS aims to attract, develop, motivate and retain diverse talent, that is critical for its continued success. The company's talent management strategy seeks to maximize the potential of every employee by creating a purpose-driven, inclusive, stimulating, and rewarding work environment, delivering outstanding employee experience, while fueling business growth. In FY 2022, TCS made the highest ever net addition of 103,546 employees globally, taking the total employee base to 592,195, with 153 nationalities. The company crossed a key diversity milestone, with women in the workforce exceeding 200,000 during the year. Further, TCS was included in the 2022 Bloomberg Gender-Equality Index (GEI). # Employee Health and Wellbeing Putting employee safety and wellbeing as a paramount objective, TCS provided pandemic assistance and outreach through an enhanced hospitalization policy, home health care support and access to covid care centers set up at TCS facilities in 13 cities. TCS also introduced Emergency Medical Assistance, an interest free loan to support hospitalization needs during COVID-19. Over 260,000 wellbeing calls were made to over 48,000 associates and dependents, and nearly 100,000 teleconsultations were provided to ensure proactive medical and emotional support. The TCS Vaccination League benefited 1.2 million individuals and resulted in over 87% of employees in India getting fully vaccinated and 95% receiving at least one dose. # Industry-Leading Initiatives - SPEED Feedforward: A pioneering initiative that takes TCS' continuous feedback performance appraisal system to the next level by providing real time, objective performance data consolidated from various systems in employee's goal sheets. - ReBegin: An initiative for experienced women professionals to reinvent their career, received over 14,000 applications. # Talent Acquisition TCS' talent acquisition strategy is to identify, engage and hire the best talent with the right competencies required by the business at the right time to promote business growth. TCS CareersNext - TCS' interactive platform to enrich the lateral talent pipeline connected over 51,000 experienced professionals, enabling them to choose from a wide palette of career opportunities that matches their passion and skill set.
# Key Achievements: - TCS was one of the largest job creators in IT services in several major markets, for both freshers and lateral hires. - In the United States, TCS has hired nearly 32,000 employees over the last five years. - In India, over 789,000 students from over 4,200 institutes appeared for TCS' National Qualifier Tests from the safety of their homes. TCS was also among the biggest recruiters at top B-schools and national institutes. # Diversity, Equity and Inclusion TCS is an equal opportunity employer and has a well-defined and progressive Diversity, Equity and Inclusion (DEI) policy embracing all diversity parameters which includes gender, marital status, religion, race/caste, colour, age, ancestry, nationality, language, ethnic origin, socio-economic status, physical appearance, disability, sexual orientation, gender identity and/or expression and any other category protected by applicable law. # Key Initiatives - Highly successful internal referral program accounted for 30% of total joiners in FY 2022. - TCS CodeVita™ - Season 10 of TCS' flagship global coding contest saw 305K+ registrations across 85 countries. - HackQuest - Sixth edition of TCS' ethical hacking contest saw over 5800 active participants. - TCS Academic Interface Program - Engaged 196,474 students (20,687 outside India) from 1,618 institutes (554 outside India) through workshops and faculty development programs. 3,844 interns (414 outside India) on boarded in FY 2022. # Programs for Women - Allies of Diversity - A program where senior leadership from client organizations are invited to share diversity best practices. 24 chapters across 52 different client organizations engaging 58 senior leaders have been completed. - The Workplace Coach: A 75-hour internal coach certification program enabling individuals to become coaches. This supports individuals within the organization towards ACC certification. So far, 2 cohorts have been completed, bringing together 212 internal coaches. - iExcel: TCS' flagship executive leadership development program for women after which participants receive project-based mentorship from senior leaders and emerging leaders from different businesses, generations, and cultures. So far, TCS has had 20 editions of this program, benefiting 1,290 women leaders. - Education and Sensitization: TCS has mandatory online DEI training designed to help associates understand the key concepts of DEI and belonging, that 481,000 employees have completed. # Project Synthesis A large-scale initiative with a multiculturistic approach to teams, clients, and strategy, to help managers build a deeper understanding of inner diversity and engage with the collective community. 8,682 managers across 37 nationalities have undergone this program. # Talent Development TCS is focused on building and developing enduring capabilities for a future-ready workforce. Key initiatives include: - The Diversity Maturity Matrix: In-house diversity measurement tool aims at identifying gaps and assesses an organization's maturity in DEI provides insights on strategic planning and action to increase DEI maturity. - TCS Elevate: TCS' pioneering program linking learning to career growth and reward covered over 322,000 employees. Over 13,000 employees were identified as high talent and received increased compensation. # Purpose-driven Workforce Policies Contextual Masters (CMs): With a learning intensity 15% higher than average, CMs are groomed into potential G&T leaders. TCS now has over 50,000 CMs, up 169% over the year. The community has strong gender diversity, with 24% women. India Freshers Training: Over 100,000 trainees were onboarded during the year, the highest number ever. In addition to the Virtual Xplore foundational training program, fresher training was further intensified with 47 digital technology certifications, daily webinars, weekly online assessments, and gamified hackathons. Over 200 webinars and post-offer engagement sessions were conducted. # Key Metrics: - TCSers invested 121 hours of learning on average during the year. - 3.5 million digital competencies acquired; over 171,000 employees deep skilled. - Every hour, TCS clocked 8,400 course completions; 3,000 competencies acquired. - One hands-on learning exercise completed every 8 seconds. - Over 160,000 G&T-ready and 20,000 G&T leaders groomed across all the segments to take up G&T opportunities. # Talent Transformation TCS has multiple initiatives to help employees grow in their careers: - Xcelerate - Integrated platform to capture associates' aspirations and map them to future opportunities. Over 60% of TCSers have shared their aspirations. # Competitive Compensation TCS' business model depends on its ability to attract and retain talent in the highly competitive, global environment. # Other Policies of Interest TCS was one of the earliest globally to have a documented policy on vaccination and a guideline for quarantine leave.
Thirty new HR policies were created in the areas of health and safety, compensation and benefits, mobility, leave, performance management, working hours, and workplace conduct in response to statutory amendments, business environment, and changing workforce needs. Exciting Opportunities - Internal platform to publish niche and critical requirements to the leadership and high potential communities, thereby facilitating talent mobility. This embodies the company's philosophy of giving the first right of refusal for all leadership positions to internal candidates, thereby enabling better leadership development and building strong organizational loyalty. Mentoring - TCS is promoting a culture of mentoring and coaching through systemic intervention programs, with over 37,000 mentors including over 1,500 Gold and Silver certified mentors. Over 10,000 leaders are part of the 360° inclusive feedback process. Talent Review - TCS' program to create and sustain a healthy leadership pipeline. It enables leaders to share their career aspirations and preferences of mobility, followed by an assessment of their leadership attributes. # Key Achievements: - Purpose4life: Forum for volunteering for community projects in the areas of education, health and environment; over 22,000 volunteers contributed to 617,000 volunteering hours in community initiatives that supported over 353,000 beneficiaries. - Radio Maitree: a unique, interactive radio program to enhance employee connect saw participation by over 23,000 employees globally. - About 712,000 employee interactions enabled through focused interventions such as Living my Values, Build My Career and Lifelong Learning. - Leadership Townhalls cumulatively resulted in nearly 590,000 employee interactions with business leaders on TCS values and organizational belonging. - Over 22,000 1x1 mentoring sessions and over 15,000 1x1 HR career conversations. - TCS Cares: Program aimed at creating robust avenues to build an emotionally strong and mentally resilient workforce. - PULSE: TCS' annual employee engagement and satisfaction survey is the organization's formal listening forum. Our Annual Employee Satisfaction Survey recorded an enthusiastic participation from associates globally, with an ASI of 80.6 and AEI of 81.0 - the highest over the last 14 years. # Engagement with Purpose TCS' Engagement with Purpose model reimagines employee engagement with a focus on health and wellbeing, lifelong learning, career development, living TCS' values, social collaboration, and community service. A key engagement platform has been the virtual #OneTCS Channel which hosts educative and inspirational speakers to foster a sense of community. # Employee Retention TCS has always had the best retention rate in the industry. Its values-driven culture, progressive HR policies, and philosophy of investing in people and empowering them have made it an industry benchmark in talent retention practices. In FY 2022, IT services attrition was 17.4% on an LTM basis, the lowest among its peers. # FINANCIAL PERFORMANCE OVERVIEW The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2022. The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as 'TCS' or 'the Company') are prepared in accordance with the Indian Accounting Standards (referred to as 'Ind AS') prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. # Overview of the consolidated financial results \| \|FY 2022\|% of Revenue\|% Growth\|FY 2021 Adjusted\|% of Revenue\|FY 2021 Reported\|% of Revenue\| \|---\|---\|---\|---\|---\|---\|---\|---\| \|Revenue from operations\|191,754\|100.0\|16.8\|164,177\|100.0\|164,177\|100.0\| \|Earnings before interest, tax, depreciation and amortization (EBITDA) (before other income)\|53,057\|27.7\|14.0\|46,546\|28.4\|45,328\|27.6\| \|Profit Before Tax (PBT)\|51,687\|27.0\|14.9\|44,978\|27.4\|43,760\|26.7\| \|Profit after tax attributable to shareholders of the company\|38,327\|20.0\|14.8\|33,388\|20.3\|32,430\|19.8\| \|Earnings per share (in `)\|103.62\| \|16.1\|89.27\| \|86.71\| \| Excludes provision towards legal claim # Analysis of revenue growth On a reported basis, TCS' revenue grew 16.8% in FY 2022, compared to 4.6% in the prior year, due to accelerated spending on digital transformation initiatives, cloud adoption and increased outsourcing. # Average currency exchange rates \|Currency\|Weightage (%)\|FY 2022\|FY 2021\|% Change YoY\| \|---\|---\|---\|---\|---\| \|USD\|53.0\|74.61\|74.06\|0.7\| \|GBP\|13.6\|101.50\|97.32\|4.3\| \|EUR\|11.8\|86.36\|86.69\|(0.4)\| Movements in currency exchange rates through the year resulted in a positive impact of 1.4% on the reported revenue. The constant currency revenue growth for the year, which is the reported revenue growth stripped of the currency impact, was 15.4%.
# Growth attributable to \| \|FY 2022 (%)\|FY 2021 (%)\| \|---\|---\|---\| \|Business growth\|15.4\|(0.8)\| \|Impact of exchange rate\|1.4\|5.4\| \|Total Growth\|16.8\|4.6\| # Segmental Performance The revenue break-up by Industry Vertical and Geography is provided below: # Revenue by Industry Vertical \|Life Sciences and Healthcare\|10.7%\| \|---\|---\| \|Banking, Financial Services and Insurance\|39.2%\| \|Manufacturing\|9.7%\| \|Communication, Media and Technology\|16.6%\| \|Retail and Consumer Business\|16.0%\| \|Others\|7.8%\| # Revenue by Geography \|India\|5.1%\| \|---\|---\| \|Americas\|52.2%\| \|Europe\|31.9%\| \|Others\|10.8%\| # Segment Revenues, Year on Year Growth A brief commentary and segment margins are provided below: \|Industry Vertical\|Segment Revenue\|YoY Revenue Growth\|Key Spending Areas\|Segment Margin\| \|---\|---\|---\|---\|---\| \|Banking, Financial Services and Insurance\|75,126 crore (65,634)\|14.5%\|- Customer journey transformation, ecosystem strategies for new products and services, fintech adoption. - Sustainability and climate change initiatives. File: AR_TCS_2021_2022.md - Regulatory: New credit risk and operational risk mandates, controls management, consent order management and strategic framework for risk and finance management. - Technology: Cloud adoption, cyber security, IT estate rationalization, core platform simplification, agile and DevOps adoption. \|26.9% (28.5)\| \|Communication, Media and Technology\|31,874 crore (27,077)\|17.7%\|- 5G and fiber rollout, network virtualization. - Data and analytics, cloud enablement, product and platform engineering. - M&A, divestitures, business simplification. - Operating model resilience, cost optimization. \|29.9% (29.6)\| Integrated Annual Report 2021-22 Management Discussion and Analysis \| 118 # Industry Vertical \|Segment Revenue\|YoY Revenue Growth\|Key Spending Areas\|Segment Margin\| \| \|---\|---\|---\|---\|---\| \|Retail and Consumer Business\|30,715 crore (25,589)\|20.0%\|* Seamless and Unified Customer experience across channels, hyper personalization, last-mile delivery, marketplace, payments. * Supply chain transformation for speed and visibility. * Employee experience, automation, application and data modernization, cloud migration, cost optimization.\|27.8% (27.9)\| \|Manufacturing\|18,610 crore (15,950)\|16.7%\|* IT infrastructure modernization, cloud enablement, cybersecurity. * Plant safety, remote asset management, energy efficiency and decarbonization. * Supply chain resilience, process resilience. * Utilities invested in connected ecosystems, smart grids and front-end digital investments to enhance customer experience.\|30.1% (28.1)\| \|Life Sciences and Healthcare\|20,462 crore (16,968)\|20.6%\|* COVID-19 initiatives, connected labs, clinical trials, connected instruments, digital surgery and health.\|30.0% (31.0)\| \|Others\|14,967 crore (12,959)\|15.5%\|* Digital marketing and analytics, mergers, acquisitions and divestitures, digital workplace transformation, ERP modernization, cloud transformation, intelligent automation, data democratization, analytics and insights, cyber security. * IT operating model transformation, Agile & DevOps, vendor consolidation.\|20.6% (22.9)\| Integrated Annual Report 2021-22 Management Discussion and Analysis \| 119 # Business Outlook # Sustainability: New products and services Global growth is expected to moderate from 6.1% in 2021 to 3.6 percent in 20227, driven by withdrawal of monetary accommodation in major economies, continued supply side shortages and economic damage from the war in Ukraine. While enterprise spending on technology is expected to go up, growth is expected to moderate year on year at an industry level, leaving space for outperformance through market share gains and strong deal wins. Key themes expected to drive client spending, and continued business momentum for the company in FY 2023, include: # G&T Themes: # Customer Experience: Continued focus on strengthening and deepening customer relationships through digital channels, reimagination of omnichannel journeys, immersive device-agnostic experiences using XR / Metaverse, and hyper-personalization. # Product Innovation: Accelerated spending on servitization to provide a connected experience and enable new business models. # Others: Employee experience; B2B2C / D2C; M&A; supply chain modernization for better visibility, agility and resilience; purpose-driven, collaborative ecosystems to launch new offerings and new business models; smart manufacturing with greater automation, digital twins and predictive maintenance; industry transformation. # Enterprise Risk Management While the world and businesses are recovering from the impact of the COVID-19 pandemic of the last two years, new external and internal risks continue to challenge businesses in every possible way amplifying existing risks. Not only are the nature of risks evolving, but the speed of risk is increasing with faster time to impact. Geo-political situations like the Russia Ukraine war have further forced global businesses to revisit their operations, delivery, supply chains and contractual aspects. Operating in an uncertain and ever-changing environment, TCS' global operations bring in considerable complexities and TCS' robust enterprise risk management framework aids in ensuring the strategic objectives are achieved. This framework enables risk identification, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. Key Risk Indicators are used to identify and assess risks. The digital platform for integrated risk management provides an enterprise-wide view of risks covering strategic, operational, compliance, financial and catastrophic risks, providing a holistic approach towards informed decision making. Risks are assessed and managed at various levels with a top-down and bottom-up approach covering the enterprise, the business units, the geographies, the functions, the customer relationships and projects.
7 World Economic Outlook, IMF, April 2022 Integrated Annual Report 2021-22 Management Discussion and Analysis \| 120 # Key Risks, Anticipated Impact on the Company and Mitigation Strategies \|Key Risks\|Impact on the Company\| \|---\|---\| \|Volatile global political and economic scenario\|The company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. Geo-political disruptions such as the war in Ukraine and resultant volatility in the global economy, or trade wars may adversely affect that outlook resulting in reduced spending which could restrict revenue growth opportunities. This could also result in steep inflation globally which could impact client spending as well as increase TCS' cost of doing business.\| # Mitigation - Broad-based business mix, well diversified across geographies and industry verticals. - Monitor changing geopolitical scenarios, the potential business implications and strengthen internal controls to further safeguard against secondary risks. - Offerings and value propositions targeting all stakeholders (in addition to the CIO) in the customer organization, covering discretionary as well as non-discretionary spends, and relevant at every point in the business cycle. - Participate in the customer's growth and transformation initiatives through services and offerings including advisory services, migration and modernization of applications and workplace transformation using location independent agile, deep contextual knowledge and data-driven analytics and dashboards. Additionally, there could be higher risk to service delivery, business continuity, cybersecurity, sanctions compliance and human rights risks in geo-politically sensitive zones. - Proactively investing in infrastructure and resourcing to satisfy anticipated customer demand for flexible products and platforms based solution offerings and subscription-based services to gain market share and new clients and markets. - More long-term contracting models. - Leverage business ecosystem through collaboration with partners, start-ups and alliances to participate in transformation initiatives of customers. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 121 # Key Risks # Impact on the Company While presently the severity of the disease due to COVID-19 has reduced because of increased vaccination, as immunity may wane over a period of time, there is a risk of further waves and emergence of highly transmissible and more virulent variants. This may have an impact on the health and safety, emotional wellbeing and mobility of TCS' workforce, which in turn may impact service delivery and revenues. If large numbers of employees are affected, it could result in business disruption and necessitate higher spends for ensuring business resiliency. There could be hesitation to come back to office in the near future from employees who have been working remotely from their hometowns. # Mitigation - Encourage new employees to get vaccinated as per the country level internal vaccination policies, government guidelines and including facilitating booster doses as available. - Employee well-being initiatives like 247 dedicated helpline for employees to address COVID-19 related help, queries for emotional support, interactive sessions, counseling services (TCS Cares), medical hotline to doctors, fitness sessions for employees and Covid Care Centres in TCS premises. - Enable employees to return to office while providing flexibility through the hybrid work model using Secure Borderless WorkSpaces (SBWSTM) for remote working, while following safe protocols like masks and social distancing in offices. - Leverage emerging technology based tools to anticipate and be resilient for any upcoming COVID-19 waves / variants. - The COVID-19 Apex committee at Enterprise level continues to monitor the residual risks and coordinate global efforts required, based on frequent risk assessments. - Regular communication with customers about measures taken to maintain business services and reporting of their operations status. - Regular coordination with key suppliers for expeditious provisioning of assets critical for business services. # Key Risks # Impact on the Company SOP for operating TCS Offices including implementing Safe Operating Zones for associates requiring to work from office, thermal screening, frequent sanitization of premises, social distancing layout etc. AI-based Workplace resilience tool implemented in Delivery Centres to aid in risk profiling and contact tracing. * Revised Business Continuity plans which are benchmarked against ISO 22301 in place, for hybrid mode of working and to address any future waves of the pandemic. * Remote working practices for managers and employees integrated into the Location Independent Agile delivery method, to ensure effectiveness and productivity. * Monitor changes in regulations related to the impact due to pandemic and align internal policies accordingly.
# Talent risk due to huge demand for talent globally and attrition # Impact on the Company * Commitment to organic talent development, best in class learning and development, linkage of career growth to learning, and preference to internal talent for new leadership positions, all incentivize planning of longer-term careers in TCS. * Focused tactical initiatives to retain talent using proactive as well as reactive initiatives; increased employee engagement. * Leveraging top employer brand and social networking sites and talent sourcing channels to tap into the passive pool. * Reducing talent acquisition cycle time to improve joining rates through innovative practices. * Upskill or cross-skill employees to improve competencies. * Engaging in various markets through investments in STEM/GoIT programs, building local talent, building reputation locally to attract talent, campus engagements, etc. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 123 # Key Risks # Impact on the Company # Restrictions on global mobility, location strategies Distributed software development models require the free movement of people across countries and any restrictions in key markets pose a threat to the global mobility of skilled professionals. Restrictions on mobility due to the pandemic or geo-political developments, or due to legislations which limit the availability of work visas or which apply onerous eligibility criteria or costs leading to project delays and increased expenses. # Mitigation - Ongoing monitoring of the global environment, working with advisors, partners and governments. - Material reduction in dependency on work visas through increased hiring of local talent including freshers, use of contractors, local mobility and training in all major markets. - Leveraging the SBWSTM model to source talent from anywhere and deliver from anywhere. Use of Location Independent Agile to promote systematic collaboration and reduce the need for co-location. - Active engagement in Science, Technology, Engineering and Math (STEM) initiatives designed to structurally increase the availability of engineering talent in major markets. - Greater brand visibility through event sponsorships, community outreach, showcasing of investments, innovation capabilities and employment generation. - Increased outreach to government stakeholders, trade bodies, think tanks and research institutes. # Business model challenges Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. # Mitigation - Investments in building scale and differentiated capabilities on emerging technologies through large scale reskilling, external hiring, research and innovation, solution development and IP asset creation leveraging deep contextual knowledge across customer specific domain, technologies and processes. - Establishment of focused business service units providing end-to-end transformational and operational solutions on leading cloud technology platforms spanning advisory, migration and modernization and support of applications. # Key Risks \|Impact on the Company\|Mitigation\| \|---\|---\| \|The COVID-19 pandemic has resulted in a major acceleration of technology investments by customers to make themselves future-proof and also to power the revival of their business. This is resulting in increased demands on the company's agility to keep pace with the rapidly changing customer expectations. Failure to cope may result in loss of market share and impact business growth. There is also increased focus on vendor consolidation and corporate restructuring and mergers and acquisitions in some customer industries.\|* Staying relevant to customers by constantly launching new service practices and technology solutions including a new AI-Powered business command solution to help firms assess risk profiles and protect employees returning to offices and modernizing existing offerings and solutions. * Develop capabilities in organization divestiture and integration planning to cater to Merger and Acquisition induced demand for advisory and business consolidation related services. * Thought leadership by propagating the Business 4.0 framework leveraging the Machine First Delivery Model (MFDMTM). Develop industry-specific best practices and Artificial Intelligence led products to enable customers derive greater business value and discover opportunities to transform and grow their businesses. * Implement Location Independent Agile methods to mitigate location constraints and pricing and margin pressures. * Constant scouring of the technology landscape through alliance partnerships, and strong connections in academia and the start-up ecosystem to spot new trends and technologies and launch offerings around them. * Enhancing ability to craft and win large deals. * Go to market solutions by working along with partners and alliances, to enable faster transformation turnaround times for clients.\| \|Currency volatility\|Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee.
Appreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and also result in collection losses.\| \| \|* TCS follows a currency hedging policy that is aligned with market best practices, to limit impact of exchange volatility on receivables, forecasted revenue and other current assets and liabilities. * Hedging strategies are decided and monitored periodically by the Risk Management Committee of the Board convened on a regular basis.\| # Key Risks # Impact on the Company The focus on data privacy and protection of personal data has increased significantly over the last few years. Legislations like GDPR in Europe carry severe consequences for non-compliance or breach. Many other countries have enacted or are enacting their Data Privacy regulations to ensure protection of personal data. Violation of data protection laws or security breaches can result in substantive liabilities, fines or penalties and reputational impact. # Mitigation - Global privacy policy covering all geographies and areas of operations, which sets out the privacy principles and guidance for deployment. - Organization structure with the Global Privacy Office to strategise, monitor and guide deployment of data privacy framework across the enterprise. Data Protection Officers and other privacy officers have been appointed for TCS entities as required by local privacy regulations to monitor and drive implementation of data protection principles. - Business Privacy Leaders are appointed to deploy compliance to the data privacy framework in all functions and business units. - Privacy Information Management Systems (ISO 27701:2019) adopted and certified. - Continuous monitoring and analysis of changes to regulatory and legal landscape and enhancing the data privacy framework. - Embedding privacy by design and privacy by default principles in development of new or changed internal processes or services or products. Robust and continued governance of personal data processing. - Data protection controls and robust risk response mechanisms in place to protect personal data in the TCS ecosystem and also in the customer engagements. - Industry standard data masking and encryption technologies to protect personal data. - Vendors and third parties contracted with privacy obligations and tracked for compliance based on risk assessment. - Mandatory trainings and workshops on data protection, Privacy by Design and global privacy regulations. Continuous awareness campaigns through blog posts, email broadcasts, gamification, roadshows and online events. - Implementing and maintaining data transfer agreements, where required for the transfer of data across jurisdictions. - Periodic reviews and audits by independent audit firm to verify compliance to obligations in addition to internal audits across the ecosystem. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 126 # Key Risks # Impact on the Company Risks of cyber-attacks are forever a threat on account of the fast-evolving nature of the threat. There is also an increased risk due to various pandemic themed cyber threats and attacks due to geo-political drivers. In addition to impact on business operations, a security breach could result in reputational damage, penalties and legal and financial liabilities. # Market Opportunity: Enterprises are increasing their investments in building cyber resilience to be able to detect and foil intrusion attempts, and limit the impact. This presents an opportunity to expand customer relationships and become the preferred cyber security partner. # Mitigation - Advanced tools based on AI/ML aiding prevention and detection requirements with quarantine capabilities, including Perimeter security controls with advanced tools, enhanced internal vulnerability detection, data leak prevention tools, defined and tested incident management and recovery process in compliance with industry best practices. - Continued reinforcement of stringent security policies and procedures including enhanced security measures and awareness building to combat pandemic-themed threats like phishing, soliciting for fraudulent causes or charities, suspicious pleas and communication through social media, text or calls. - Close collaboration with Computer Emergency Response Team (CERT) and other private Cyber Intelligence agencies, and enhanced awareness of emerging cyber threats. - Enterprise-wide training and awareness programs on Information Security including the extensively used enterprise-wide communication and collaboration platforms accessed through mobile or desktop channels. - Strict access controls including non-persistent passwords (OTP) for secure access to enterprise applications/network. Special handling of privileged administrator accounts. Rigorous access management on all Cloud deployments. - Encryption of data, data back-up and recovery mechanisms for ensuring business continuity. - Ability to isolate TCS enterprise network from client network and defined escalation mechanisms to handle security incidents in client environment.
Integrated Annual Report 2021-22 Management Discussion and Analysis \| 127 # Key Risks # Impact on the Company - Periodic rigorous testing to validate effectiveness of controls through Vulnerability Assessment and Penetration Testing. - Internal and external audits, red teaming, breach and attack simulation. # Market opportunity - Investments in building local threat management centers across the world, and the launch of new services and solutions including the Cyber Defense Suite, are helping TCS gain traction in this rapidly growing opportunity. # Non-compliance As a global organization, the company has to comply with a complex regulatory landscape across multiple jurisdictions, covering areas such as Employment and Labour, Immigration, Taxation, Foreign Exchange and Export Control, Sanctions, Environment, Health and Safety, Anti-Bribery and Anti-Corruption, Data Privacy and so on. The laws and regulations are continuously evolving, increasing in number and complexity. This has resulted in greater compliance risk and cost of compliance for the company. The fast pace of changes in the regulatory environment requires quick understanding of their implications and adaptation in business operations. Failure to comply could result in penalties, reputational damage and criminal prosecution. # Mitigation - Deployment of a comprehensive global compliance management framework that enables tracking of changes to applicable laws and regulations across various jurisdictions, including new countries of operations and functional areas. - Operationalizing regulatory requirements through business policies and processes. - Clear accountability for compliance obligations and digitized tracking of such activities with evidence and verification. - Periodic regulatory compliance certification, which is fully digitized enables self-governance and covers compliance across all the locations of the company. - Adequate and effective internal controls to comply with regulations and to keep a check on unlawful and fraudulent activities and internal audits to provide assurance. - Strong focus on fostering ethical and compliance culture; Awareness through web-based compliance training courses for all staff and regular notifications/alerts on regulatory changes communicated to stakeholders. - Strong governance at board, executive and management level through compliance committees and compliance working groups. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 128 # Key Risks # Impact on the Company Intellectual Property (IP) infringement and leakage Risk of infringement of third-party IPs by TCS may lead to potential liabilities, increased litigation and impact reputation. Inadequate protection of TCS' IP may lead to loss of IP leading to potential loss of ownership rights, revenue and value. # Mitigation - TCS has established an industry leading IP management framework (IP 4.0) and accordingly has institutionalized frameworks, processes and procedures that address the risk of infringement of third-party IP while ensuring safeguarding of TCS' own IP assets. This strong focus on IP-led growth driven based on the 3P (Patents, Products and Platforms) strategy is contributing significantly towards thinning the competition for TCS. - TCS has established a centralized IP and Software Product Engineering group that strives to build an IP thinking culture and hence covering the IP related awareness aspects effectively. - There is a well-defined (software) asset lifecycle governance framework that incorporates policy guidance and risk mitigation guidelines on IP, Legal, software product engineering and business-related risks. - IP Governance program that ensures that there is right access and right use of TCS IP, customer IP, partner IP, and third-party IP in service and partner engagements. - Other key controls include employee confidentiality agreement, training and awareness for IP protection and prevention of IP contamination and infringement. Digitized system to enable strict controls around movement of people and information across TCS' product teams and customer account teams. - Technology inventions are celebrated in TCS by running special programs such as "Invent & Inspire" wherein top inventors and their invention stories are recognized for their success and impact on business. # Key Risks # Impact on the Company # Litigation risks Given the scale and geographic spread of the company's operations, litigation risks can arise from commercial disputes, perceived violation of intellectual property rights and employment related matters. TCS' rising profile and scale also makes it a target to litigations without any legal merit. This risk is inherent to doing business across the various countries and commensurate with risk faced by other players similarly placed in the industry. In addition to incurring legal costs and distracting management, litigations garner negative media attention and pose reputation risk. Adverse rulings can result in substantive damages. # Mitigation - Strengthening internal processes and controls to adequately ensure compliance with contractual obligations, information security and protection of intellectual property.
- Improved governance and controls over immigration process / increasing localization and sensitization of business managers. - Potential disputes are promptly brought to the attention of management and dealt with appropriately. - Team of in-house counsels in all major geographies and a network of reputed global law firms in countries it operates in. - Robust mechanism to track and respond to notices as well as defend the company's position in all claims and litigation. # Sustainability Risks # - Climate change and Environmental aspects Growing scientific evidence indicates that extreme weather conditions like intense winter storms, rainfall, cyclones, droughts, are attributable to climate change. As a result of changing weather and seasonal patterns, there are also increasing cases of seasonal diseases, epidemics and pandemics besides threat to human safety and business disruption. With globally distributed operations, the company faces physical risks to life and property due to extreme weather events; transition risks resulting from disruptions in the market and emerging regulations; disruptions to operations due to water scarcity; risks of. # Mitigation - An environmentally sustainable approach is adopted by creating green policies, processes, frameworks and infrastructure. All TCS Centers globally continue to be certified under the ISO14001:2015 Environment Management Standard. - Delivery centers designed to withstand extreme weather events. Business Continuity plans tested periodically to ensure effectiveness. - Green buildings, efficient operations, green IT, the use of renewable energy to reduce carbon footprint; adoption of newer technologies and methods to manage waste in line with circular economy principles. - Operational and engineering controls to minimize freshwater consumption, upgradation of water infrastructure and more water efficient systems. - Water management through sewage treatment, recycling of treated water and rainwater harvesting. 9 GRI 201-2 Integrated Annual Report 2021-22 Management Discussion and Analysis \| 130 # Key Risks # Impact on the Company Inadvertent non-compliance to emerging regulatory requirements around circular economy, e-waste and solid waste regulations, impacting health and safety in local communities, business disruption and reputational damage. # Mitigation - Supply Chain sustainability through responsible sourcing. - Year-round associate engagement on environmental awareness and sensitizing them towards nature and conservation of resources. - Initiatives like TCS Circle4Llife™ and sustainathons to come up with technology-led innovations to safeguard environment. # Market dimension and opportunity: There is also a commercial opportunity to participate in customers' climate change mitigation journey by leveraging TCS' core competencies. As TCS moves towards its net-zero goal by 2030, being a socially responsible and purposeful organization brings opportunities to attract young talent. # Market dimension and opportunity: As enterprises look to reduce their own carbon footprint and cater to the growing demand for more environmentally friendly products and services, it opens up new business opportunities for TCS to provide technology-led solutions to help them realize their green plans. File: AR_TCS_2021_2022.md Key solution areas include designing sustainability strategy, sustainability innovation, sustainable consumer analytics and sustainable dashboards. Additionally, TCS products and solutions such as TCS Clever Energy™, Envirozone™, ESG integration Solution, help customers accelerate their sustainability journeys. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 131 # Internal Financial Control Systems and their Adequacy TCS has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on the lines of the globally accepted risk-based framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness. TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. TCS has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. TCS uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices.
TCS also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. TCS management assessed the effectiveness of the company's internal control over financial reporting (as defined in Regulation 17 of SEBI LODR Regulations 2015) as of March 31, 2022. B S R & Co. LLP, the statutory auditors of TCS have audited the financial statements included in this annual report and have issued an attestation report on the company's internal control over financial reporting (as defined in section 143 of Companies Act 2013). TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with section 177 of Companies Act 2013 and Regulation 18 of SEBI LODR Regulations 2015, TCS' audit committee has concluded that, as of March 31, 2022, the company's internal financial controls were adequate and operating effectively. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 132 # Performance Trend - 10 years \|Amounts in ` Crore\|Ind AS\|FY 2022\|FY 2021\|FY 2021\|FY 2020\|FY 2019\|FY 2018\|FY 2017\|FY 2016\|FY 2015#\|FY 2015\|FY 2014\|FY 2013\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Revenue from operations\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|Total revenue from operations\|191,754\|164,177\|164,177\|156,949\|146,463\|123,104\|117,966\|108,646\|94,648\|94,648\|81,809\|62,989\| \| \|Revenue by geographic segments\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|Americas\|100,072\|84,278\|84,278\|82,000\|77,562\|66,145\|66,091\|60,011\|51,053\|51,053\|45,259\|35,247\| \| \|Europe\|61,142\|52,346\|52,346\|48,037\|43,456\|34,155\|30,038\|29,092\|26,730\|26,730\|23,433\|16,813\| \| \|India\|9,805\|8,449\|8,449\|8,964\|8,393\|7,921\|7,415\|6,729\|6,108\|6,108\|5,488\|4,890\| \| \|Others\|20,735\|19,104\|19,104\|17,948\|17,052\|14,883\|14,422\|12,814\|10,757\|10,757\|7,629\|6,039\| \| \|Cost\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|Employee cost\|107,554\|91,814\|91,814\|85,952\|78,246\|66,396\|61,621\|55,348\|48,296\|50,924\|40,486\|31,922\| \| \|Other operating cost\|31,143\|25,817\|27,035\|28,888\|28,711\|24,192\|24,034\|22,621\|19,242\|19,242\|16,170\|13,027\| \| \|Total cost (excluding interest & depreciation)\|138,697\|117,631\|118,849\|114,840\|106,957\|90,588\|85,655\|77,969\|67,538\|70,166\|56,656\|44,949\| \| \|Profitability\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|EBITDA (before other income)\|53,057\|46,546\|45,328\|42,109\|39,506\|32,516\|32,311\|30,677\|27,110\|24,482\|25,153\|18,040\| \| \|Profit before tax\|51,687\|44,978\|43,760\|42,248\|41,563\|34,092\|34,513\|31,840\|28,437\|25,809\|25,402\|18,090\| \| \|Profit after tax attributable to shareholders of the Company\|38,327\|33,388\|32,430\|32,340\|31,472\|25,826\|26,289\|24,270\|21,912\|19,852\|19,164\|13,917\| \| \|Financial Position\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|Equity share capital\|366\|370\|370\|375\|375\|191\|197\|197\|196\|196\|196\|196\| \| \|Reserves and surplus\|88,773\|87,014\|86,063\|83,751\|89,071\|84,937\|86,017\|70,875\|52,499\|50,439\|48,999\|38,350\| \| \|Gross block of property, plant and equipment\|30,300\|28,658\|28,658\|26,444\|24,522\|22,720\|20,891\|19,308\|16,624\|16,624\|13,162\|10,996\| \| \|Total investments\|30,485\|29,373\|29,373\|26,356\|29,330\|36,008\|41,980\|22,822\|1,662\|1,662\|3,434\|1,897\| \| \|Net current assets\|65,959\|66,076\|65,125\|63,177\|70,047\|63,396\|65,804\|47,644\|30,726\|28,495\|27,227\|19,734\| \| \|Earnings per share in `\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|EPS - as reported\|103.62\|89.27\|86.71\|86.19\|83.05\|134.19\|133.41\|123.18\|111.87\|101.35\|97.67\|70.99\| \| \|EPS - adjusted for Bonus Issue\|103.62\|89.27\|86.71\|86.19\|83.05\|67.10\|66.71\|61.59\|55.94\|50.68\|48.84\|35.50\| \| \|Headcount (number)\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|Headcount (including subsidiaries) as on March 31st\|592,195\|488,649\|488,649\|448,464\|424,285\|394,998\|387,223\|353,843\|319,656\|319,656\|300,464\|276,196\| \| Note: The Company transitioned into Ind AS from April 1, 2015. Excluding provision towards legal claim. # Excluding the impact of one-time employee reward. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 133 # Overview of Funds Invested Funds invested exclude earmarked balances with banks and equity shares measured at fair value through other comprehensive income. (` crore) \| \|FY 2022\|FY 2021\|FY 2022\|FY 2021\|FY 2022\|FY 2021\| \|---\|---\|---\|---\|---\|---\|---\| \|Current\| \| \|Non-current\| \|Total funds invested\| \| \|Investments in mutual funds, Government securities and others\|30,262\|29,160\|187\|175\|30,449\|29,335\| \|Deposits with banks\|15,784\|3,848\|1,232\|719\|17,016\|4,567\| \|Inter-corporate deposits\|6,074\|11,229\|303\|27\|6,377\|11,256\| \|Cash and bank balances\|2,211\|5,272\|-\|-\|2,211\|5,272\| \|Total\|54,331\|49,509\|1,722\|921\|56,053\|50,430\| Total invested funds include `1,722 crore and `1,306 crore for FY 2022 and FY 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes.
Integrated Annual Report 2021-22 Management Discussion and Analysis \| 134 # Ratio Analysis - 10 years # Ratio Analysis \|Unit\|FY 2022\|FY 2021\|FY 2021\|FY 2020\|FY 2019\|FY 2018\|FY 2017\|FY 2016\|FY 2015#\|FY 2015\|FY 2014\|FY 2013\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Ratios - Financial Performance\| \| \| \| \| \| \| \| \| \| \| \| \| \|Employee Cost / Total Revenue\|56.1\|55.9\|55.9\|54.8\|53.4\|53.9\|52.2\|50.9\|51.0\|53.8\|49.5\|50.7\| \|Other Operating Cost / Total Revenue\|16.2\|15.7\|16.5\|18.4\|19.6\|19.7\|20.4\|20.9\|20.4\|20.3\|19.8\|20.7\| \|Total cost (excluding interest & depreciation) / Total Revenue\|72.3\|71.6\|72.4\|73.2\|73.0\|73.6\|72.6\|71.8\|71.4\|74.1\|69.3\|71.4\| \|EBITDA (Before Other Income) / Total Revenue\|27.7\|28.4\|27.6\|26.8\|27.0\|26.4\|27.4\|28.2\|28.6\|25.9\|30.7\|28.6\| \|Profit Before Tax / Total Revenue\|27.0\|27.4\|26.7\|26.9\|28.4\|27.7\|29.3\|29.3\|30.0\|27.3\|31.1\|28.7\| \|Tax / Total Revenue\|6.9\|7.0\|6.8\|6.2\|6.8\|6.7\|6.9\|6.9\|7.2\|6.6\|7.4\|6.4\| \|Effective Tax Rate - Tax / PBT\|25.6\|25.5\|25.6\|23.2\|24.1\|24.1\|23.6\|23.6\|23.5\|23.7\|23.9\|22.2\| \|Profit After Tax / Total Revenue\|20.0\|20.3\|19.8\|20.6\|21.5\|21.0\|22.3\|22.3\|23.2\|21.0\|23.4\|22.1\| \|Ratios - Growth\| \| \| \| \| \| \| \| \| \| \| \| \| \|Total Revenue\|16.8\|4.6\|4.6\|7.2\|19.0\|4.4\|8.6\|14.8\|15.7\|15.7\|29.9\|28.8\| \|EBITDA (Before Other Income)\|14.0\|10.5\|7.6\|6.6\|21.5\|0.6\|5.3\|25.3\|7.8\|(2.7)\|39.4\|25.0\| \|Profit After Tax\|14.8\|3.2\|0.3\|2.8\|21.9\|(1.8)\|8.3\|22.3\|14.3\|3.6\|37.7\|33.6\| \|Ratios - Balance Sheet\| \| \| \| \| \| \| \| \| \| \| \| \| \|Debt (excluding lease liabilities) - Equity Ratio\|Times\|-\|-\|-\|-\|-\|0.0\|0.0\|0.0\|0.0\|0.0\|0.0\| \|Current Ratio\|2.6\|3.0\|2.9\|3.3\|4.2\|4.6\|5.5\|4.1\|3.9\|2.4\|2.7\|2.7\| \|Days Sales Outstanding (DSO) in ` terms\|65\|67\|67\|71\|68\|74\|70\|81\|79\|79\|81\|82\| \|Days Sales Outstanding (DSO) in $ terms\|64\|68\|68\|67\|69\|74\|73\|80\|78\|78\|82\|82\| Note: The Company transitioned into Ind AS from April 1, 2015. Excluding provision towards legal claim. #Excluding the impact of one-time employee reward. Integrated Annual Report 2021-22 Management Discussion and Analysis \| 135 # Ratio Analysis \|Unit\|FY 2022\|FY 2021\|FY 2021\|FY 2020\|FY 2019\|FY 2018\|FY 2017\|FY 2016\|FY 2015#\|FY 2015\|FY 2014\|FY 2013\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Invested Funds / Capital Employed\|57.4\|52.6\|53.1\|47.7\|55.2\|55.6\|55.8\|45.8\|42.3\|43.9\|44.0\|37.2\| \|Capital Expenditure / Total Revenue\|1.5\|1.9\|1.9\|2.0\|1.5\|1.5\|1.7\|1.8\|3.1\|3.1\|3.8\|4.2\| \|Operating Cash Flows / Total Revenue\|20.8\|23.6\|23.6\|20.6\|19.5\|20.4\|21.4\|17.6\|20.5\|20.5\|18.0\|18.4\| \|Free Cash Flow / Operating Cash Flow Ratio\|92.6\|91.9\|91.9\|90.5\|92.5\|92.8\|92.3\|89.7\|84.8\|84.8\|78.9\|77.3\| \|Depreciation of Property, Plant and Equipment (PPE) / Average Gross Block of PPE\|9.1\|8.7\|8.7\|8.6\|8.5\|9.1\|9.5\|10.0\|11.7\|11.7\|10.6\|10.2\| \|EPS - adjusted for Bonus\|103.62\|89.27\|86.71\|86.19\|83.05\|67.10\|66.71\|61.59\|55.94\|50.68\|48.84\|35.50\| \|Price Earning Ratio, end of year\|36.1\|35.6\|36.6\|21.2\|24.1\|21.2\|18.2\|20.4\|22.8\|25.1\|21.8\|22.1\| \|Dividend Per Share\|43.00\|38.00\|38.00\|73.00\|30.00\|50.00\|47.00\|43.50\|79.00\|79.00\|32.00\|22.00\| \|Dividend Per Share - adjusted for Bonus\|43.00\|38.00\|38.00\|73.00\|30.00\|25.00\|23.50\|21.75\|39.50\|39.50\|16.00\|11.00\| \|Market Capitalisation / Total Revenue\|7.1\|7.2\|7.2\|4.4\|5.1\|4.4\|4.1\|4.6\|5.3\|5.3\|5.1\|4.9\| Note: The Company transitioned into Ind AS from April 1, 2015. Excluding provision towards legal claim. #Excluding the impact of one-time employee reward. # Corporate Governance Report # I. Company's Philosophy on Corporate Governance In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors that suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 ("the Act"). Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company has in place an Information Security Policy that ensures proper utilization of IT resources. The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as applicable, with regard to corporate governance. The Company follows the Tata Group philosophy of building sustainable businesses that are rooted in the community and demonstrate care for the environment. Being a part of the Tata Group, which epitomizes sustainability, TCS has inherited a strong legacy of fair and transparent ethical governance, as embodied in the Tata Code of Conduct (TCoC). The details of TCS' board structure and the various committees that constitute the governance structure1 of the organization are covered in detail in this report. 1 GRI 2-9 # The various material aspects of corporate governance and TCS' approach to them are discussed in the table below: \|Material Topic\|TCS' Approach\| \|---\|---\| \|Board effectiveness, independence and protection of minority shareholders' interests\|Board effectiveness is enhanced by setting a high bar in selecting the right mix of individuals to serve on the Board, with the right qualifications, expertise and experience, who can collectively serve the best interests of all stakeholders, maintain board and management accountability and drive corporate ethics, values and sustainability. Profiles of Board members are available at https://www.tcs.com/ir-corporate-governance. For greater diversity of opinions and perspectives within the Board, the Nomination and Remuneration Committee has fostered diversity in terms of backgrounds, areas of expertise and: - Gender: 2 of the 9 (22.2 percent) members are women. - Nationality: 3 nationalities represented - Indian, American and Danish. - Industry: Technology, Banking, Energy, Transportation and Academia. TCS strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business, and material developments.
The Company provides a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or the Board. Shareholders can communicate concerns and grievances to the Company Secretary's office through a well-publicized channel, where complaints are tracked to closure. The Stakeholders' Relationship Committee oversees the redressal of these complaints. TCS' policy on Appointment of Directors and Board Diversity can be found at https://on.tcs.com/appointment-BoD. Board independence is ensured by having an independent majority, with 5 independent directors out of 9 i.e., 55.6 percent. None of the independent directors is related to each other, or to the non-independent directors. Average tenure of independent directors is 5 years.\| 2 GRI 2-10 Integrated Annual Report 2021-22 Corporate Governance Report \| 138 # Integrated Annual Report 2021-22 # Corporate Governance Report \|Material Topic\|TCS' Approach\|Material Topic\|TCS' Approach\| \|---\|---\|---\|---\| \|Avoidance of conflict of interest\|Chairmanship of the Board is a non-executive position, and separate from that of the Chief Executive Officer and Managing Director (CEO and MD). TCoC for non-executive directors, and for independent directors, carries explicit clauses covering avoidance of conflict of interest. Likewise, it explicitly prohibits any employee - including the Managing Director and executive directors - from accepting any position of responsibility, with or without remuneration, with any other organization without TCS' prior written approval. For executive directors and the Managing Director, such approval must be obtained from the Board.\|Customers are made aware of the TCoC principles in contract discussions, and through inclusion of specific clauses in proposals and contracts.\| \| \|Values, Ethics and compliance\|Over the last five decades, TCS has consistently demonstrated very principled conduct and has earned its reputation for trust and integrity while building a highly successful global business. The Company's core values are: Leading Change, Integrity, Respect for the Individual, Excellence, and Learning and Sharing. The TCoC serves as a moral guide and a governing framework for responsible corporate citizenship. It sets out guidelines on various topics including respect for human rights, prohibition of bribery and corruption, recognition of employees' freedom of association, and avoidance of conflicts of interest.\|Employees can raise ethics concerns on Ultimatix - the intranet portal of the Company, which are investigated and tracked to closure by the HR department. Employees and other stakeholders can also report any non-compliance to the TCoC or to the laws of the land by senior executives directly to the Chairman of the Audit Committee under the Whistle blower Policy without fear of retaliation. Information about these channels is communicated to employees as part of the mandatory training modules.\| \| \|Compliance to laws of the countries in which we operate, as well as global legislation such as Foreign Corrupt Practices Act, Bribery Act, 2010 is monitored through formal compliance procedures led by the corporate compliance office. Changes to legislation are closely monitored, risks are evaluated and effectively managed across our operations.\|Governance, Risk and Compliance are overseen by the Chief Compliance Officer, Chief Risk Officer and the Chief HR Officer who report to the Chief Operating Officer and Executive Director (COO and ED), and CEO and MD respectively. At the apex level, the Audit Committee headed by an Independent Director oversees compliance to the TCoC, Anti-Bribery and Anti-Corruption Policy and Gift and Hospitality Policy, and to external regulations.\| \| \| 3 GRI 2-15 4 GRI 2-11 5 https://www.tcs.com/tata-code-of-conduct 6 GRI 2-12 # Material Topic # Tax Strategy TCS is committed to comply with the applicable laws and regulations, and believes in reporting to the respective tax authority, relevant information that is complete and accurate, in a timely manner. TCS does not engage in aggressive and contrived tax planning or tax structuring for the purpose of gaining tax advantages. TCS's tax policy is to optimize the tax cost, avail tax incentives where available, while achieving 100 percent compliance with the spirit as well as the letter of the tax laws and regulations in all countries in which it operates. Compliance is achieved through a robust compliance reporting and monitoring process, with a strong governance on minimizing the tax risk. TCS has zero tolerance towards tax evasion, or the facilitation of tax evasion, by itself or by its employees or vendors. TCS maintains open and collaborative relationships with governments and tax authorities worldwide. Where appropriate, TCS seeks advance clearance from tax authorities on the proposed tax treatment of transactions, helping pre-empt future disputes.
# Board Oversight of Sustainability Matters TCS' approach to sustainable growth is built on the belief that it can expand its business by creating longer term value for all its stakeholders, including employees, customers, suppliers and local communities, while also valuing the environment. The various sustainability topics material to TCS are overseen by the relevant Board committees, as outlined below: \|Material Sustainability Topics\|Board Committee\| \|---\|---\| \|Financial reporting, robustness of internal controls, auditor remuneration, compliance to policies around insider trading, whistle blower, ethics and Tata Code of Conduct\|Audit Committee\| \|Risk management policy and plan, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringements risks\|Risk Management Committee\| \|Recommend composition of Board and its committees, appointment/re-appointment of directors and KMP, evaluation of the performance of the Board, Committees and Directors\|Nomination and Remuneration Committee\| \|Health and safety at the workplace, shareholder grievances and other sustainability initiatives\|Stakeholders' Relationship Committee\| \|Community initiatives and Corporate Social Responsibility compliance\|Corporate Social Responsibility Committee\| 7 GRI 207-1 8 GRI 2-12, GRI 2-14 Integrated Annual Report 2021-22 Corporate Governance Report \| 140 # Material Topic # Succession planning TCS' philosophy of empowering employees, its industry-leading talent retention, and a decentralized organization structure that devolves executive decision-making across over 150 business units have resulted in a large and deep bench of leadership talent that enables robust succession planning and continuity and consistency in strategy. Succession planning for the top two leadership positions in each business unit is reviewed by senior management. Additionally, heads of business units carry out succession planning for key functions within their units. Succession planning at senior management levels is reviewed by the Board. Business or unit heads are invited to present on specific topics at Board meetings from time to time, offering an opportunity to the directors to assess their values, competencies, and capabilities. # II. Board of Directors i. As on March 31, 2022, the Company has nine Directors. Of the nine Directors, seven (i.e. 77.8 percent) are Non-Executive Directors out of which five (i.e. 55.6 percent) are Independent Directors including women directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and 152 of the Act. ii. None of the Directors on the Board: - holds directorships in more than ten public companies; - serves as Director or as independent directors in more than seven listed entities; Necessary disclosures regarding Committee positions in other public companies as on March 31, 2022 have been made by the Directors. None of the Directors is related to each other except N Ganapathy Subramaniam and N Chandrasekaran. iv. Five Board Meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: - April 12, 2021; - July 8, 2021; - October 8, 2021; - January 12, 2022; - March 10, 2022. The necessary quorum was present for all the meetings. iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. # Corporate Governance Report The names and categories of the directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting ("AGM"), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships/Memberships held by them in other public limited companies as on March 31, 2022 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act.
Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public limited companies in which he/she is a director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. \|Name of the Director and DIN\|Category\|Number of Board Meetings attended during the FY 2022\|Whether attended last AGM held on June 10, 2021\|Number of Directorships in other Public Companies\|Chairman\|Member\| \|---\|---\|---\|---\|---\|---\|---\| \|N Chandrasekaran (Chairman) DIN 00121863\|Non-Independent, Non-Executive\|5\|Yes\|7\|-\|-\| \|Rajesh Gopinathan (Chief Executive Officer and Managing Director) DIN 06365813\|Non-Independent, Executive\|5\|Yes\|-\|-\|-\| \|N Ganapathy Subramaniam (Chief Operating Officer and Executive Director) DIN 07006215\|Non-Independent, Executive\|5\|Yes\|1\|2\|-\| # Number of Committee positions held in other Public Companies \|Chairman\|Member\|Directorship in other listed entity (Category of Directorship)\| \|---\|---\|---\| \|-\|-\|1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @\| \|-\|-\|1. Tata Elxsi Limited @ 2. Tata Communications Limited @ 3. Tejas Networks Limited @\| # Integrated Annual Report 2021-22 # Corporate Governance Report \|Name of the Director and DIN\|Category\|Number of Board Meetings attended during the FY 2022\|Whether attended last AGM held on June 10, 2021\|Number of Directorships in other Public Companies\|Number of Committee positions held in other Public Companies\|Directorship in other listed entity (Category of Directorship)\| \| \|---\|---\|---\|---\|---\|---\|---\|---\| \|O P Bhatt DIN 00548091\|Independent, Non-Executive\|5\|Yes\|-\|4\|2\|5 1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4. Aadhar Housing Finance Limited (Debt Listed) #\| \|Aarthi Subramanian DIN 07121802\|Non-Independent, Non-Executive\|5\|Yes\|2\|5\|1 3 Tata Capital Limited (Debt Listed) @\| \| \|Dr Pradeep Kumar Khosla DIN 03611983\|Independent, Non-Executive\|5\|Yes\|-\|-\|-\| \| \|Hanne Sorensen DIN 08035439\|Independent, Non-Executive\|5\|Yes\|-\|1\|2 Tata Motors Limited #\| \| \|Keki Mistry DIN 00008886\|Independent, Non-Executive\|5\|Yes\| \|1\|4\|1 1. Housing Development Finance Corporation Limited $ 2. Torrent Power Limited # 3. HDFC Life Insurance Company Limited ^ 4. HDFC Asset Management Company Limited @\| \|Don Callahan DIN 08326836\|Independent, Non-Executive\|5\|Yes\|-\|-\|-\| \| Category of directorship held: @ Non-Independent, Non-Executive # Independent, Non-Executive $ Executive Director ^ Nominee, Non-Executive Due to the exceptional circumstances caused by the COVID-19 pandemic and consequent relaxations granted by MCA and SEBI, all Board meetings in FY 2022 were held through video conferencing. # vi. During FY 2022, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. # vii. During FY 2022, one meeting of the Independent Directors was held on April 8, 2021. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. # viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. # ix. Details of equity shares of the Company held by the Directors as on March 31, 2022 are given below: \|Name\|Category\|Number of equity shares\| \|---\|---\|---\| \|N Chandrasekaran\|Non-Independent, Non-Executive\|1,77,056\| \|Aarthi Subramanian\|Non-Independent, Non-Executive\|5,600\| \|Rajesh Gopinathan\|Non-Independent, Executive\|2,760\| \|N Ganapathy Subramaniam\|Non-Independent, Executive\|1,97,760\| \|Keki Mistry\|Independent, Non-Executive\|4,150\| includes shares held jointly with relative The eligibility of a person to be appointed as a Director of the Company is dependent on whether the person possesses the requisite skill sets identified by the Board as above and whether the person is a proven leader in running a business that is relevant to the Company's business or is a proven academician in the field relevant to the Company's business. Being an IT service provider, the Company's business runs across different industry verticals, geographical markets and is global in nature. The Directors so appointed are drawn from diverse backgrounds and possess special skills with regard to the industries/fields from where they come. The Company has not issued any convertible instruments. Integrated Annual Report 2021-22 Corporate Governance Report \| 144 # III. Committees of the Board # i. There are six Board Committees as on March 31, 2022, details of which are as follows: \|Name of the Committee\|Extract of terms of reference\| \|---\|---\| \|Audi Committee\|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act. * Oversight of financial reporting process. * Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval. * Evaluation of internal financial controls and risk management systems.
* Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. * Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same. * To consider matters with respect to the TCoC, Anti-Bribery and Anti-Corruption Policy and Gift and Hospitality Policy.\| # Category and composition \|Name\|Category\| \|---\|---\| \|Keki Mistry (Chairman)\|Independent, Non-Executive\| \|O P Bhatt\|Independent, Non-Executive\| \|Aarthi Subramanian\|Non-Independent, Non-Executive\| \|Dr Pradeep Kumar Khosla\|Independent, Non-Executive\| \|Hanne Sorensen\|Independent, Non-Executive\| \|Don Callahan\|Independent, Non-Executive\| # Extract of terms of reference # Nomination and Remuneration Committee ("NRC") File: AR_TCS_2021_2022.md Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. - Recommend to the Board the setup and composition of the Board and its Committees. - Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. - Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. - Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee familiarization programs for Directors. \|Name\|Category\| \|---\|---\| \|O P Bhatt (Chairman)\|Independent, Non-Executive\| \|N Chandrasekaran\|Non-Independent, Non-Executive\| \|Hanne Sorensen\|Independent, Non-Executive\| \|Aarthi Subramanian\|Non-Independent, Non-Executive\| Ceased to be a member of the Committee w.e.f. October 8, 2021. * Two NRC meetings were held during the year under review. * The Company does not have any Employee Stock Option Scheme. * Details of Performance Evaluation Criteria and Remuneration Policy are provided at serial no. III (iii) below. * The previous AGM of the Company was held on June 10, 2021 and was attended by O P Bhatt, Chairman of the NRC. # Stakeholders' Relationship Committee ("SRC") Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. - Review activities with regard to the Health Safety and Sustainability initiatives of the Company. \|Name\|Category\| \|---\|---\| \|Dr Pradeep Kumar Khosla (Chairman)\|Independent, Non-Executive\| \|Rajesh Gopinathan\|Non-Independent, Executive\| \|Keki Mistry\|Independent, Non-Executive\| * Two meetings of the SRC were held during the year under review. * Details of Investor complaints and Compliance Officer are provided at serial no. III (ii) below. * The previous AGM of the Company was held on June 10, 2021 and was attended by Dr Pradeep Kumar Khosla, Chairman of the SRC. # Extract of terms of reference # Name of the Committee # Corporate Social Responsibility ("CSR") Committee Committee is constituted in line with the provisions of Section 135 of the Act. - Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act. - Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. - Monitor the CSR Policy. # Risk Management Committee ("RMC") Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. - Formulate, monitor and review risk management policy and plan, inter-alia, covering investment of surplus funds, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringements risks. - Approve addition/deletion of banks from time to time for carrying out Treasury transactions and delegate the said power to such person as may deem fit. # Category and composition \|Name\|Category\| \|---\|---\| \|N Chandrasekaran\|Non-Independent, Non-Executive\| \|O P Bhatt\|Independent, Non-Executive\| \|N Ganapathy Subramaniam\|Non-Independent, Executive\| \|Name\|Category\| \|---\|---\| \|Keki Mistry\|Independent, Non-Executive\| \|Don Callahan\|Independent, Non-Executive\| \|Rajesh Gopinathan\|Non-Independent, Executive\| \|N Ganapathy Subramaniam\|Non-Independent, Executive\| \|V Ramakrishnan\|Chief Financial Officer\| \|Samir Seksaria\|Chief Financial Officer\| Ceased to be a member of the Committee consequent to his retirement w.e.f. April 30, 2021. **Appointed as a member of this Committee w.e.f. May 1, 2021. Integrated Annual Report 2021-22 Corporate Governance Report \| 147 # Extract of terms of reference # Committee # Executive Committee Detailed review of the following matters which form part of terms of Executive Committee, were presented to the Board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the Board.
The terms of reference of these committees are available on the website (https://www.tcs.com/ir-corporate-governance) # Other details The said matters were discussed in various Board meetings held during the year under review in the presence of the Executive Committee Members with the intent to avail expertise of all Board members. # ii. Stakeholders' Relationship Committee-other details a. Name, designation and address of Compliance Officer: Pradeep Manohar Gaitonde, Company Secretary Tata Consultancy Services Limited, 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India. Telephone: +91 22 6778 9595 b. Details of investor complaints received and redressed during FY 2022 are as follows: \|Opening balance\|Received during the year\|Resolved during the year\|Closing balance\| \|---\|---\|---\|---\| \|-\|87\|87\|-\| Integrated Annual Report 2021-22 Corporate Governance Report \| 148 # iii. Nomination and Remuneration Committee - other details # Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement. # Remuneration Policy Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members and are effective April 1, each year. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under. 9 GRI 2-19 Integrated Annual Report 2021-22 Corporate Governance Report \| 149 # iv. Details of the Remuneration for the year ended March 31, 2022: # a) Non-Executive Directors: \|Name\|Commission\|Sitting Fees\| \|---\|---\|---\| \|N Chandrasekaran, Chairman@\|-\|3.0\| \|O P Bhatt\|250.0\|4.5\| \|Aarthi Subramanian@@\|-\|3.3\| \|Dr Pradeep Kumar Khosla\|225.0\|3.6\| \|Hanne Sorensen\|225.0\|3.6\| \|Keki Mistry\|250.0\|5.1\| \|Don Callahan\|225.0\|4.5\| \|Total\|1,175.0\|27.6\| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company. # b) Managing Director and Executive Director \|Name of Director\|Salary\|Benefits, Perquisites and Allowances\|Commission\|ESPS\| \|---\|---\|---\|---\|---\| \|Rajesh Gopinathan\|151.5\|225.1\|2,200.0\|-\| \|Chief Executive Officer and Managing Director (appointed for a period of 5 years w.e.f. February 21, 2017 to February 20, 2022 and re-appointed for a further period of five years w.e.f. February 21, 2022 to February 20, 2027)\| \| \| \| \| \|N Ganapathy Subramaniam\|144.3\|224.6\|1,700.0\|-\| \|Chief Operating Officer and Executive Director (appointed for a period of 5 years w.e.f. February 21, 2017 to February 20, 2022 and re-appointed for a further period from February 21, 2022 to May 19, 2024)\| \| \| \| \| Employee Stock Purchase Scheme The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation/premium paid are not available. Services of the Managing Director and Executive Director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance pay. # v. Number of committee meetings held and attendance records \|Name of the Committee\|Audit Committee\|Nomination and Remuneration Committee\|Stakeholders' Relationship Committee\|Corporate Social Responsibility Committee\|Risk Management Committee\| \|---\|---\|---\|---\|---\|---\| \|No. of meetings held\|4\|2\|2\|3\|5\| \|Date of meetings\|April 12, 2021; July 8, 2021; October 8, 2021; January 12, 2022\|April 12, 2021 and October 8, 2021\|July 22, 2021 and January 28, 2022\|April 9, 2021; August 19, 2021 and October 21, 2021@\|April 6, 2021; October 6, 2021; January 3, 2022 and March 25, 2022\| # No.
of Meetings Attended \|Name of Member\|Audit Committee\|Nomination and Remuneration Committee\|Stakeholders' Relationship Committee\|Corporate Social Responsibility Committee\|Risk Management Committee\| \|---\|---\|---\|---\|---\|---\| \|N Chandrasekaran\|-\|2\|-\|3\|-\| \|Rajesh Gopinathan\|-\|-\|2\|-\|5\| \|O P Bhatt\|4\|2\|-\|3\|-\| \|N Ganapathy Subramaniam\|-\|-\|-\|3\|5\| \|Aarthi Subramanian\|4\|2\|-\|-\|-\| \|Dr Pradeep Kumar Khosla\|4\|-\|2\|-\|-\| \|Hanne Sorensen\|4\|2\|-\|-\|-\| \|Keki Mistry\|4\|-\|2\|-\|5\| \|Don Callahan\|4\|-\|-\|-\|5\| \|V Ramakrishnan\|-\|-\|-\|-\|1\| \|Samir Seksaria*\|-\|-\|-\|-\|4\| Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. @ TCS Foundation, a Section 8 company incorporated in 2015 with sole objective of carrying on CSR activities of the Company, has held three meetings during the FY 2022. Aarthi Subramanian ceased to be a member of the NRC w.e.f. October 8, 2021. V Ramakrishnan ceased to be a member of the RMC w.e.f. April 30, 2021. * Samir Seksaria was appointed as member of the RMC w.e.f. May 1, 2021. Due to the exceptional circumstances caused by the COVID-19 pandemic all committee meetings in FY 2022 were held through video conferencing. Integrated Annual Report 2021-22 Corporate Governance Report \| 151 # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting ("AGM"): \|Financial Year\|Date\|Time\|Venue\| \|---\|---\|---\|---\| \|2019\|June 13, 2019\| \|Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020\| \|2020\|June 11, 2020\|3.30 p.m.\|Meeting conducted through Video Conferencing ("VC")/ Other Audio Video Means ("OAVM") pursuant to the MCA Circular\| \|2021\|June 10, 2021\| \| \| # b. Extraordinary General Meeting: No extraordinary general meeting of the members was held during FY 2022. # c. Special resolution: Special resolution for re-appointment of O P Bhatt as an Independent Director was passed at the AGM held in 2019 and no special resolution was passed in the previous AGMs held in 2020 and 2021. The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated January 12, 2022 for buyback of its equity shares, which was duly passed and the results of which were announced on February 12, 2022. P N Parikh (Membership No. FCS 327) of Parikh & Associates, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. # Description of the Resolution \|Votes in favour of the resolution\|Votes against the resolution\|Invalid votes\| \|---\|---\|---\| \|Number of members voted\|Number of members voted\|Total number of members whose votes were declared invalid\| \|13,474\|823\|0\| \|Number of valid votes cast (Shares)\|Number of valid votes cast (Shares)\|Total number of invalid votes cast (Shares)\| \|3,42,48,03,887\|1,12,58,517\|0\| \|Percentage of total number of valid votes cast\|Percentage of total number of valid votes cast\|Total number of invalid votes cast (Shares)\| \|99.67\|0.33\|0\| # Procedure for postal ballot: The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the General Circular nos. 14/2020, 17/2020, 02/2021 and 21/2021 dated April 8, 2020, April 13, 2020, January 13, 2021 and December 14, 2021 respectively issued by the Ministry of Corporate Affairs. # Details of special resolution proposed to be conducted through postal ballot: None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # Statutory Auditors' Certificate A certificate has been received from Parikh & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. # Statutory Auditors' Fees \|Particulars\|Amount (` lakh)\| \|---\|---\| \|Services as statutory auditors (including quarterly audits)\|910.1\| \|Tax audit\|66.9\| \|Services for tax matters\|21.5\| \|Other matters\|371.0\| \|Reimbursement of out-of-pocket expenses\|70.8\| \|Total\|1,440.3\| Integrated Annual Report 2021-22 Corporate Governance Report \| 153 # VII. Other Disclosures \|Particulars\|Statutes\|Details\|Website link for details/policy\| \|---\|---\|---\|---\| \|Related party transactions\|Regulation 23 of SEBI Listing Regulations and as defined under the Act\|There are no material related party transactions during the year under review that have conflict with the interest of the Company. Transactions entered into with related parties during FY 2022 were in the ordinary course of business and at arms' length basis and were approved by the members of Audit Committee including Independent Directors.
The Board's approved policy for related party transactions is uploaded on the website of the Company.\|https://on.tcs.com/RPT\| \|Details of non-compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India or any statutory authority on any matter related to capital markets during the last three financial years.\|Schedule V (C) 10(b) to the SEBI Listing Regulations\|NIL\| \| \|Whistle Blower Policy and Vigil Mechanism\|Regulation 22 of SEBI Listing Regulations\|The Company has this Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.\|https://on.tcs.com/WhistleBP\| \|Discretionary requirements\|Schedule II Part E of the SEBI Listing Regulations\|* A message from the Chief Executive Officer and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended September 30, 2021 was sent to every member. * The auditors' report on financial statements of the Company are unmodified. * Internal auditors of the Company make quarterly presentations to the Audit Committee on their reports.\| \| # Particulars \|Statutes\|Details\|Website link for details/policy\| \|---\|---\|---\| \|Subsidiary Companies\|Regulation 24 of the SEBI Listing Regulations The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.\|https://on.tcs.com/Subsidiary\| \|Policy on Determination of Materiality for Disclosures\|Regulation 30 of SEBI Listing Regulations The Company has adopted this policy.\|https://on.tcs.com/Material\| \|Policy on Archival and Preservation of Documents\|Regulation 9 of SEBI Listing Regulations The Company has adopted this policy.\|https://on.tcs.com/Archival\| \|Reconciliation of Share Capital Audit Report\|Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and SEBI Circular No. D&CC/FITTC/Cir-16/2002 dated December 31, 2002. A practising Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL") and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.\|https://www.tcs.com/ir-corporate-governance\| \|Code of Conduct\|Regulation 17 of the SEBI Listing Regulations The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2022. A certificate by the Chief Executive Officer and Managing Director, on the compliance declarations received from the members of the Board and Senior Management forms part of this report.\|https://www.tcs.com/tata-code-of-conduct\| # Integrated Annual Report 2021-22 # Corporate Governance Report \| 155 \|Particulars\|Statutes\|Details\|Website link for details/policy\| \|---\|---\|---\|---\| \|Dividend Distribution Policy\|Regulation 43A of the SEBI Listing Regulations\|A regular annual dividend generally consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.\|https://on.tcs.com/Dividend\| \|Terms of Appointment of Independent Directors\|Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV to the Act\|Terms and conditions of appointment/re-appointment of Independent Directors are available on the Company's website.\|https://on.tcs.com/ApptID\| \|Familiarization Program\|Regulations 25(7) and 46 of SEBI Listing Regulations\|Details of familiarization program imparted to Independent Directors are available on the Company's website.\|https://on.tcs.com/familiarization-programme\| \|Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2018\|Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014\|The details have been disclosed in the Business Responsibility and Sustainability Report forming part of the Integrated Annual Report.\| \| # VIII. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, Loksatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Statutory notices are published in The Free Press Journal, Business Standard and Navshakti. The Company also issues press releases from time to time.
Financial Results, Statutory Notices, Press Releases and Presentations made to the institutional investors/analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website https://www.tcs.com/investor-relations. The Management Discussion and Analysis Report is a part of the Integrated Annual Report. # IX. General shareholder information # vi. Stock Codes/Symbol i. Annual General Meeting for FY 2022 Date: June 9, 2022 Time: 3.30 p.m. (IST) Venue: Meeting is being conducted through VC/OAVM pursuant to the MCA Circular dated May 5, 2020 read with general circulars dated April 8, 2020, April 13, 2020, January 13, 2021 and December 14, 2021 as such there is no requirement to have a venue for the AGM. For details, please refer to the Notice of this AGM. As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM. ii. Financial Calendar Year ending: March 31 AGM in: June iii. Dividend Payment: The final dividend, if approved, shall be paid/credited on Monday, June 13, 2022 iv. Date of Book Closure/Record Date: As mentioned in the Notice of this AGM v. Listing on Stock Exchanges: National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 BSE Limited P. J. Towers, Dalal Street, Mumbai 400 001 # vii. Corporate Identity Number (CIN) of the Company CIN: L22210MH1995PLC084781 # viii. Market Price Data: High, Low (based on daily closing prices) and number of equity shares traded during each month in FY 2022 on NSE and BSE: \|Month\|NSE\|NSE\|NSE\|BSE\|BSE\|BSE\| \|---\|---\|---\| \| \|High (`)\|Low (`)\|Total number of equity shares traded\|High (`)\|Low (`)\|Total number of equity shares traded\| \|Apr-2021\|3,322.25\|3,035.65\|6,13,28,558\|3,322.20\|3,038.40\|33,77,869\| \|May-2021\|3,180.00\|3,037.00\|4,35,38,924\|3,180.20\|3,037.00\|14,87,104\| \|Jun-2021\|3,380.80\|3,129.45\|4,50,79,239\|3,380.70\|3,129.30\|41,47,717\| \|Jul-2021\|3,341.50\|3,167.45\|4,43,49,890\|3,341.00\|3,167.50\|28,94,265\| \|Aug-2021\|3,786.45\|3,219.40\|5,66,78,047\|3,786.55\|3,217.90\|23,77,544\| \|Sep-2021\|3,954.55\|3,714.95\|5,05,65,601\|3,954.80\|3,714.05\|26,14,393\| \|Oct-2021\|3,935.65\|3,397.75\|7,12,51,894\|3,935.30\|3,398.80\|46,97,020\| \|Nov-2021\|3,556.40\|3,443.30\|4,32,67,875\|3,555.15\|3,443.55\|17,32,795\| \|Dec-2021\|3,738.35\|3,536.40\|4,47,24,473\|3,736.85\|3,534.35\|20,13,929\| \|Jan-2022\|4,019.15\|3,649.25\|6,63,32,036\|4,019.10\|3,650.10\|40,59,762\| \|Feb-2022\|3,856.20\|3,401.65\|6,69,67,591\|3,857.00\|3,402.25\|41,93,160\| \|Mar-2022\|3,749.85\|3,484.90\|5,05,59,459\|3,750.00\|3,485.30\|22,34,459\| # Performance of the share price of the Company in comparison to the BSE Sensex: # TCS Share price and BSE Sensex Movement 140.00130.00120.00110.00100.0090.0080.0070.0060.00 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Base 100 = Thursday, April 1, 2021 # Places for acceptance of documents: Documents will be accepted at the above address between 10.00 a.m. and 3.30 p.m. (Monday to Friday except bank holidays). For the convenience of the shareholders, documents will also be accepted at the following branches of TCPL: # Branches of TCPL: \|Place\|Name and Address\|Phone/Fax/Email\| \|---\|---\|---\| \|Mumbai\|TSR Consultants Private Limited Building 17/19, Office no. 415 Rex Chambers, Ballard Estate, Walchand Hirachand Marg, Fort, Mumbai-400 001.\|Tel: +91 7304874606\| \|Bengaluru\|TSR Consultants Private Limited C/o. D. Nagendra Rao "Vaghdevi" 543/A, 7th Main 3rd Cross, Hanumanthnagar Bengaluru-560 019\|Tel: +91 80 26509004 Email: [email protected]\| \|Kolkata\|TSR Consultants Private Limited C/o Link Intime India Private Limited Vaishno Chamber, Flat No. 502 and 503 5th Floor, 6, Brabourne Road Kolkata-700 001\|Tel: +91 33 40081986 Email: [email protected]\| # Registrar and Transfer Agents Name and Address: TSR Consultants Private Limited (TCPL) (formerly known as TSR Darashaw Consultants Private Limited) C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai 400 083 Telephone: +91 22 6656 8484 Extn: 411/412/413 Fax: +91 22 6656 8494 E-mail: [email protected] Website: https://www.tcplindia.co.in # Shareholding as on March 31, 2022: # Distribution of equity shareholding as on March 31, 2022: \|Number of shares\|Holding to capital\|Percentage\|Number of accounts\|Percentage to total accounts\| \|---\|---\|---\|---\|---\| \|1-100\|4,94,29,417\|1.4\|22,98,580\|88.9\| \|101-500\|4,90,43,599\|1.3\|2,41,970\|9.4\| \|501-1000\|1,80,30,724\|0.5\|25,233\|1.0\| \|1001-5000\|3,25,02,667\|0.9\|16,826\|0.7\| \|5001-10000\|1,08,79,779\|0.3\|1,540\|0.0\| \|10001-20000\|1,08,42,206\|0.3\|767\|0.0\| \|20001-30000\|78,07,860\|0.2\|317\|0.0\| \|30001-40000\|59,50,035\|0.2\|171\|0.0\| \|40001-50000\|61,22,962\|0.2\|135\|0.0\| \|50001-100000\|2,66,88,649\|0.7\|370\|0.0\| \|100001-above\|344,17,53,475\|94.0\|853\|0.0\| \|TOTAL\|365,90,51,373\|100.0\|25,86,762\|100.0\| # b) Categories of equity shareholding as on March 31, 2022: \|Category\|Number of equity shares held\|Percentage of holding\| \|---\|---\|---\| \|Promoter\|264,43,17,117\|72.3\| \|Other Entities of the Promoter Group\|10,68,956\|0.0\| \|Mutual Funds and UTI\|11,79,36,971\|3.2\| \|Banks, Financial Institutions, State and Central Government\|29,22,193\|0.1\| \|Insurance Companies\|16,38,02,109\|4.5\| \|Foreign Institutional Investors and Foreign Portfolio Investors\|51,77,29,951\|14.1\| \|NRI's, OCB's, Foreign Nationals\|70,93,699\|0.2\| \|Corporate Bodies, Trusts\|2,85,33,267\|0.8\| \|Indian Public and Others\|17,24,88,089\|4.7\| \|Alternate Investment Fund\|26,02,619\|0.1\| \|IEPF account\|5,56,402\|0.0\| \|TOTAL\|365,90,51,373\|100.0\| # c) Top ten equity shareholders of the Company as on March 31, 2022: \|Sr. No.\|Name of the shareholders\|Number of equity shares held\|Percentage of holding\| \|---\|---\|---\|---\| \|1\|Tata Sons Private Limited\|264,43,17,117\|72.3\| \|2\|Life Insurance Corporation of India\|13,51,44,680\|3.7\| \|3\|SBI Mutual Fund\|3,11,90,218\|0.9\| \|4\|Invesco Developing Markets Fund\|3,10,72,921\|0.9\| \|5\|Axis Mutual Fund\|2,35,05,274\|0.6\| \|6\|NPS Trust\|1,44,43,818\|0.4\| \|7\|Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds\|1,41,43,562\|0.4\| \|8\|Government of Singapore\|1,36,41,333\|0.4\| \|9\|Vanguard Total International Stock Index Fund\|1,30,13,618\|0.4\| \|10\|UTI Mutual Fund\|1,16,88,173\|0.3\| Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder. # xiv.
Dematerialization of shares and liquidity: The Company's shares are compulsorily traded in dematerialized form on NSE and BSE. Equity shares of the Company representing 99.97 percent of the Company's equity share capital are dematerialized as on March 31, 2022. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xv. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: The Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments as on March 31, 2022, as such instruments have not been issued in the past. # xvi. Commodity price risk or foreign exchange risk and hedging activities: The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report. # xvii. Equity shares in the suspense account: In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows: \|Particulars\|Number of shareholders\|Number of equity shares\| \|---\|---\|---\| \|Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2021\|26\|1,640\| \|Shareholders who approached the Company for transfer of shares from suspense account during the year\|-\|-\| \|Shareholders to whom shares were transferred from the suspense account during the year\|-\|-\| \|Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act\|-\|-\| \|Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2022\|26\|1,640\| The voting rights on the shares outstanding in the suspense account as on March 31, 2022 shall remain frozen till the rightful owner of such shares claims the shares. # xviii. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund (IEPF): Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. File: AR_TCS_2021_2022.md In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website https://on.tcs.com/unclaimed-dividend. In light of the aforesaid provisions, the Company has during the year, transferred to IEPF the unclaimed dividends, outstanding for seven years, of the Company, erstwhile CMC Limited (since amalgamated with the Company). Further, shares of the Company, # Unclaimed Dividends and Shares Transferred to IEPF In respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority. The details of unclaimed dividends and shares transferred to IEPF during FY 2022 are as follows: \| \|Financial Year\|Amount of unclaimed dividend transferred (` lakh)\|Number of shares transferred\|Date of declaration\|Last date for claiming unpaid dividend\| \|---\|---\|---\|---\|---\|---\| \|2013-14\|183.46*\|9,080\|June 30, 2015\|July 30, 2022\| \| \|2014-15\|444.92\|16,481\|July 9, 2015\|August 9, 2022\| \| \|2015-16\| \| \|October 13, 2015\|November 12, 2022\| \| \| \| \|January 12, 2016\|February 11, 2023\| \| \| \|2016-17\| \| \|June 17, 2016\|July 17, 2023\| \| \|2017-18\| \| \|July 14, 2016\|August 15, 2023\| \| \|2018-19\| \| \|October 13, 2016\|November 16, 2023\| \| \| \| \|January 12, 2017\|February 12, 2024\| \| \| \|2019-20\| \| \|June 16, 2017\|July 16, 2024\| \| \|2020-21\| \| \|July 13, 2017\|August 13, 2024\| \| \|2021-22\| \| \|October 12, 2017\|November 12, 2024\| \| The Members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No.
IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the web Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred. The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's Registrar and Transfer Agent: # Financial Year \| \|Date of declaration\|Last date for claiming unpaid dividend\| \| \|---\|---\|---\|---\| \|2019-20\|July 9, 2019\|August 8, 2026\| \| \| \|October 10, 2019\|November 9, 2026\| \| \| \|January 17, 2020\|February 16, 2027\| \| \| \|March 10, 2020\|April 9, 2027\| \| \| \|June 11, 2020\|July 11, 2027\| \| \|2020-21\|July 9, 2020\|August 8, 2027\| \| \| \|October 7, 2020\|November 6, 2027\| \| \| \|January 8, 2021\|February 7, 2028\| \| \| \|June 10, 2021\|July 10, 2028\| \| \|2021-22\|July 8, 2021\|August 7, 2028\| \| \| \|October 8, 2021\|November 7, 2028\| \| \| \|January 12, 2022\|February 11, 2029\| \| # Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa. # Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India Telephone: +91 22 6778 9595 Designated e-mail address for Investor Services: [email protected] For queries on IEPF related matters: [email protected] Website: www.tcs.com Integrated Annual Report 2021-22 Corporate Governance Report \| 163 # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2022, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, Global Head-HR, Global Business Unit Heads, Global Head-Legal and the Company Secretary as on March 31, 2022. Rajesh Gopinathan Chief Executive Officer and Managing Director DIN: 06365813 Mumbai, April 11, 2022 # INTEGRATED ANNUAL REPORT 2021-22 # PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Tata Consultancy Services Limited We have examined the compliance of the conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended on March 31, 2022, as stipulated under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Practising Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327D000063214 PR No.: 1129/2021 Mumbai, April 11, 2022 In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the Corporate Governance Report \| 164 # CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tata Consultancy Services Limited having CIN L22210MH1995PLC084781 and having registered office at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 (hereinafter referred to as 'the Company'), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. \|Sr. No.\|Name of Director\|DIN\|Date of Appointment in Company \| \|---\|---\|---\|---\| \|1.\|N Chandrasekaran\|00121863\|September 6, 2007\| \|2.\|Rajesh Gopinathan\|06365813\|February 21, 2017\| \|3.\|N Ganapathy Subramaniam\|07006215\|February 21, 2017\| \|4.\|O P Bhatt\|00548091\|April 2, 2012\| \|5.\|Aarthi Subramanian\|07121802\|March 12, 2015\| \|6.\|Dr. Pradeep Kumar Khosla\|03611983\|January 11, 2018\| \|7.\|Hanne Sorensen\|08035439\|December 18, 2018\| \|8.\|Keki Mistry\|00008886\|December 18, 2018\| \|9.\|Don Callahan\|08326836\|January 10, 2019\| the date of appointment is as per the MCA Portal. # AWARDS AND ACCOLADES # Intellectual Capital - Won the Artificial Intelligence Breakthrough Award in the category Best AI-based Solution - Recognized for Best Patents Portfolio in the Large Enterprise category at the Confederation of Indian Industry Industrial Intellectual Property Awards 2021. - Won the 2021 ASSOCHAM IP Excellence Award for pioneering efforts in facilitating innovations and creating a healthy intellectual property (IP) ecosystem. - TCS CodeVita awarded a Guinness World Records™ title as the world's largest computer programming competition with 136,054 participants from 34 countries. - Awarded Best Technical Implementation for AI at the 5th Global Annual Achievement Awards for Artificial Intelligence for re-imagining pharmacovigilance by applying machine vision, artificial intelligence, smart analytics and IoT to automate the intake, processing and analysis of safety cases. - TCS Optumera™ won the Best Self Aware Strategic Planning Product at the 2021 AI Excellence Awards for continuously monitoring thousands of customer-, market-, and vendor-behaviors; model scenarios and customer behavior to enable businesses in making AI-enabled integrated decisions. - TCS Optunique™ for its ability to deliver unified and contextualized experiences across the omnichannel journey by evaluating customer intent in real time. - TCS Optunique™, awarded the Best Theory of Mind Machine Learning Product at the 2021 AI Excellence Awards for its ability to drive unified personalized experiences across the omnichannel journey. - TCS' Data Marketplace Solution for COVID-19 awarded at the 19th Asian IT Leadership Awards 2021 under the Best Use of IT in Healthcare category. - Recognized as an 'Innovator' at NASSCOM AI Gamechangers 2021 in the Use of AI for Public Services Category for its innovative AI-based Sanitation Inspection system. - Won 4 Stevie awards for innovation and IP at the International Business Awards 2021: - Gold Stevie for 'Most Innovative Tech Company' in the 'more than 2500 employees' category. - Gold Stevie for TCS TwinX™ in the Business Technology Solution category - AI/ML solution. # Awards and Accolades - Silver Stevie for TCS Omnistore™ in the Emerging Technology. - TCS' PredictCX won 'Most Innovative Best Practice' Award under the customer experience category at the CII DX Awards 2021. - TCS topped the list in measures of ability to advance, skills growth, company stability, external opportunity, company affinity, gender diversity and spread of educational backgrounds. - Bronze Stevie for TCS' Data Exchange Platform in the Most Valuable Technical Innovation - COVID-19 Response category. - TCS' Risk Analytics Solution won Best Data Science Solution Award at the A-Team Group's Data Management Insight Awards 2021. - TCS' Digital Platform for Next-Generation Agriculture Services (DNA) won the award for Excellence in IT Services for Large Enterprise at the IMC Digital Technology Awards, 2020 for seamlessly bringing together knowledge, actionable insights, farm-input sources, and commerce centers to bridge demand-supply and holistically address problems in the agricultural supply-chain ecosystem. - Awarded the Enterprise Blockchain Award 2021 by the Blockchain Research Institute. - Won two awards at the IoT Global Awards 2021: for TCS DigiFleet™ in the Automotive, Transport and Travel category and for TCS Smart Store in the Retail, Marketing and Hospitality category. - Won 6 Stevies® - 5 gold and 1 silver - at the 2021 Asia-Pacific Stevie Awards for driving innovation in finance, human resources, and technology, igniting organization-wide transformation, and quickly addressing the requirements of operating during COVID-19. - TCS ADD Regulatory platform won the India Pharma Awards 2021 in the category of Excellence in Ancillary Pharma Services.
- Two TCS-built solutions featured in the 2021 ISG Digital Digital Case Study Awards: TCS' Digital Twin Platform for Saipem won the Energy and Utilities Standout Award as well as the Southern Europe regional standout award; the TCS' digital transformation work for Shell won the ANZ regional standout award. - TCS TwinX won the 2022 AI Excellence Award under the Product category. # Human Capital - Won the award for 'Role Model in HR Excellence' at the 12th CII National HR Excellence Awards. - Ranked #1 in the LinkedIn Top Companies list of the best workplaces for career growth in the consultancy sector by the Best Companies organization for prioritizing. - Recognized as 2022 Global Top Employer for the seventh year in a row by the Top Employers Institute. - Won 3 awards at the 2021 LinkedIn Talent Awards India in the categories: Best Employer Brand on LinkedIn, Best Culture of Learning, and Diversity Champion. - Won the National HRD Network's Gold Award for Excellence in Performance Management Process and Technology. - Xcelerate won Gold in the HR Excellence Awards for best HR Technology Strategy. - Listed among the top 25 Best Big Companies to Work For in the UK. # Awards and Accolades # Relationship Capital - Won the 2021 Economic Times Best Brand of UAE award for brand reputation in the Middle East region. - Won the ATD Best of Best Award for HR and Talent Development Ecosystem and Innovations. - Won a Gold Stevie for Best use of People Analytics and Talent Management and Transformation. - Ranked #3 in BT-Taggd survey of the Best Companies to Work For in India. - Won 5 awards at the Economic Times Human Capital Awards, in the categories: - Excellence in Communication Strategy - Excellence in Creating a Culture of Continuous Learning and Upskilling - Excellence in Fostering Innovation and Design Thinking - Excellence in HR Digital Transformation - Excellence in Recruitment of Professionals - Won 14 Gold Medals, 3 Silvers and 3 Bronzes at the 2021 Brandon Hall Group Excellence in Learning Awards, across: - Leadership Development (4 Golds) - Learning & Development (3 Golds, 2 Silvers) - Diversity, Equity and Inclusion (3 Golds, 1 Silver) - Talent Acquisition (2 Golds, 1 Bronze) - Talent Management (1 Gold, 1 Bronze) - Workforce Planning & Management (1 Gold) - Sales Training (1 Bronze) # CUSTOMER - Ranked #1 in customer satisfaction across Europe, for the ninth consecutive year, in the largest independent survey of 1,800 CxOs from top IT spending organizations in Europe by Whitelane Research. - TCS was ranked #1 in UK, France, Netherlands, BeLux, Switzerland, Sweden, Norway and Finland. - Won 3 awards in partnership with clients at the DevOps Excellence Awards 2022 in UK for: - Best Automation Project (with Aviva) - Best Use of Compliance as Code (with Nationwide Building Society) - Best Use of Microservices/Containers (with Lloyds Banking Group) - Named a UK Superbrand for the seventh consecutive year in recognition of TCS' exceptional business growth, its position as the top strategic IT player by revenue in the UK, its number one ranking in customer satisfaction, and its community initiatives. - Recognized as a Superbrand in Singapore for its strong market reputation, digital initiatives and business growth. # INVESTOR RELATIONS - Ranked #2 Most Honored Company in Asia (ex-China) for bagging several top rankings in the Technology / IT Services & Software sector in Institutional Investor's 2021 All-Asia (ex-Japan) Executive Team rankings based on a survey of 4,084 investment professionals at 1,285 financial services firms across Asia. Top rankings included: - Best IR Professional (#1) - Best IR Program (#2) - Best ESG (#2) - Awarded two Diamond awards at the 2021 ITSMA Marketing Excellence Awards in the categories - Embedding ABM Programs and Orchestrating Executive Engagement. - Won 3 gold and 2 bronze Eventex Awards for its ThisRun campaign and the Virgin Money London Marathon Event App, as well as for excellence across marketing and customer engagement. * Recognized by Institute of Chartered Accountants of India with a Gold Shield Award for Excellence in Integrated Reporting in Service Sector at the ICAI Sustainability Reporting Awards 2020-21. # INDUSTRY ANALYST * Ranked the #1 Engineering Services PEAK Matrix Provider of the Year 2022 by Everest Group for the highest consolidated score across five engineering services PEAK Matrix evaluations published in 2021, in each of which TCS was ranked a Leader.
* TCS was ranked a Leader in 92 competitive assessments published by leading research firms in FY 2022 (86 in FY 2021): \|Firm\|Report type\|Title\| \|---\|---\|---\| \|Everest Group\|PEAK Matrix\|Multi-Process Human Resources Outsourcing (MPHRO) Services PEAK Matrix® Assessment 2022\| \|HFS\|Top 10\|HFS Energy Transition Services Top 10 Snapshot, 2022\| \|ISG\|Lens\|ISG Provider Lens™ Salesforce Ecosystem Partners\| \|IDC\|MarketScape\|IDC MarketScape: European Professional Services for Data-Driven Transportation 2022 Vendor Assessment\| \|NelsonHall\|NEAT\|P&C Operations Transformation 2022\| \|Everest Group\|PEAK Matrix\|Intelligent Process Automation (IPA) - Solution Provider Landscape with PEAK Matrix® Assessment 2022\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Life Science Sales and Marketing IT Outsourcing Services 2022 Vendor Assessment\| \|Everest Group\|PEAK Matrix\|Digital Product Engineering Services PEAK Matrix® Assessment 2022: Breaking the Chasm between the Physical and Digital Worlds\| \|Everest Group\|PEAK Matrix\|Artificial Intelligence (AI) Services PEAK Matrix® Assessment 2022\| \|HFS\|Top 10\|HFS Top 10: Insurance Services, 2022\| \|Everest Group\|PEAK Matrix\|Oracle Cloud Applications (OCA) Services PEAK Matrix® Assessment 2022 - Global\| \|NelsonHall\|NEAT\|Quality Engineering 2022\| \|Everest Group\|PEAK Matrix\|Digital Interactive Experience (IX) Services PEAK Matrix® Assessment 2022\| \|Gartner\|Magic Quadrant\|Magic Quadrant for Outsourced Digital Workplace Services\| \|Gartner\|Magic Quadrant\|Magic Quadrant for Global Retail Core Banking\| \|NelsonHall\|NEAT\|Digital Banking 2022\| \|Gartner\|Magic Quadrant\|Magic Quadrant for Data and Analytics Service Providers\| \|Everest Group\|PEAK Matrix\|Mortgage Operations PEAK Matrix® Assessment 2022\| \|HFS\|Top 10\|HFS Top 10: Retail and CPG Services, 2022\| \|ISG\|Lens\|ISG Provider Lens™ Life Sciences Digital Services\| \|ISG\|Lens\|ISG Provider Lens™ Healthcare Digital Services\| \|ISG\|Lens\|ISG Provider Lens™ AWS - Ecosystem Partners\| \|HFS\|Top 10\|HFS OneOffice™ Services Top 10: Digital transformation in action\| \|HFS\|Top 10\|Utilities Services Top 10, 2022\| Integrated Annual Report 2021-22 Awards and Accolades \| 169 # Firm # Report type # Title # Q3 \|Everest\|PEAK Matrix\|Enterprise Blockchain Services PEAK Matrix® Assessment 2022\| \|---\|---\|---\| \|Everest\|PEAK Matrix\|Cloud Services PEAK Matrix® Assessment 2022 - Europe\| \|Everest\|PEAK Matrix\|Cloud Services PEAK Matrix® Assessment 2022 - North America\| \|Everest\|PEAK Matrix\|Digital Workplace Services PEAK Matrix® Assessment 2022\| \|HFS\|Top 10\|HFS Top 10: Enterprise Blockchain Services, 2021\| \|Everest\|PEAK Matrix\|Advanced Analytics and Insights (AA&I) Services PEAK Matrix® Assessment 2022\| \|Everest\|PEAK Matrix\|Supply Chain Management (SCM) BPS - Service Provider Landscape with PEAK Matrix® Assessment 2022\| \|HFS\|Top 10\|HFS OneOffice Services Top 10: People and Process Change\| \|Everest\|PEAK Matrix\|Life and Pensions (L&P) Insurance BPS/TPA - Service Provider Landscape with PEAK Matrix® Assessment 2022\| \|NelsonHall\|NEAT\|Advanced Digital Workplace Services 2021 - NEAT\| \|HFS\|Top 10\|HFS Top 10: Life Sciences service providers, 2021\| \|HFS\|Top 10\|HFS Top 10: Internet of Things (IoT) Service Providers 2021\| \|Everest\|PEAK Matrix\|Internet of Things (IoT) Supply Chain Solutions PEAK Matrix® Assessment 2022\| \|HFS\|Top 10\|HFS Energy Services Top 10, 2021\| \|Zinnov\|Zones\|Zinnov Zones 2021 - Engineering R&D Services (Overall)\| \|Zinnov\|Zones\|Zinnov Zones 2021 - IoT - Internet of Things Technology Services (Overall)\| \|Everest\|PEAK Matrix\|Mainframe Services PEAK Matrix® Assessment 2022\| \|Everest\|PEAK Matrix\|Healthcare Analytics Services PEAK Matrix® Assessment 2022\| \|NelsonHall\|NEAT\|Life, Annuities & Pension: Operational Transformation 2021\| \|HFS\|Top 10\|HFS Pega Service Providers Top 10 2021\| \|HFS\|Top 10\|HFS OneOffice™ Services Top 10: Data and Decisions\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Oil and Gas Upstream Asset Management Digital Services 2021 Vendor Assessment\| \|Everest\|PEAK Matrix\|Enterprise Quality Assurance (QA) Services PEAK Matrix® Assessment 2022\| \|HFS\|Top 10\|HFS OneOffice Services Top 10: Native Automation\| \|Everest\|PEAK Matrix\|Banking Operations - Services PEAK Matrix® Assessment 2022\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Managed Multicloud Services 2021 Vendor Assessment\| \|NelsonHall\|NEAT\|Digital Manufacturing Services 2021\| \|Everest\|PEAK Matrix\|Software-Defined Wide Area Network (SD-WAN) Services PEAK Matrix® Assessment 2021\| # Q2 \|Everest\|PEAK Matrix\|Envisioning the Connected Future: 5G Engineering Services PEAK Matrix® Assessment 2021\| \|---\|---\|---\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide B2B Commerce Services for Industrial Manufacturing 2021 Vendor Assessment\| # Integrated Annual Report 2021-22 # Awards and Accolades 170 # ISG Provider Lens™ Utilities Industry - Services and Solutions \|Firm\|Report type\|Title\| \|---\|---\|---\| \|ISG\|Lens\|ISG Provider Lens™ Utilities Industry - Services and Solutions\| \|NelsonHall\|NEAT\|Wealth & Asset Management Services 2021\| \|Everest Group\|PEAK Matrix\|Finance and Accounting Outsourcing (FAO) - Service Provider Landscape with PEAK Matrix® Assessment 2021\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Life Science R&D ITO Services 2021 Vendor Assessment\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Life Science R&D Strategic Consulting Services 2021 Vendor Assessment\| \|Everest Group\|PEAK Matrix\|Procurement Outsourcing (PO) - Service Provider Landscape with Services PEAK Matrix® Assessment 2021\| \|Everest Group\|PEAK Matrix\|Exploring the Future of Mobility: Autonomous, Connected, Electric, and Shared (ACES) Mobility Automotive Engineering Services PEAK Matrix® Assessment 2021\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Life Science R&D BPO Services 2021 Vendor Assessment\| \|Avasant\|RADAR\|Avasant Higher Education Digital Services 2021-2022 RADARVIEW™\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Artificial Intelligence IT Services 2021 Vendor Assessment\| \|IDC\|MarketScape\|IDC MarketScape: Asia/Pacific (Excluding Japan) Managed Cloud Services 2021 Vendor Assessment\| \|Gartner\|Magic Quadrant\|Magic Quadrant for Data Center Outsourcing and Hybrid Infrastructure Managed Services, Global\| \|NelsonHall\|NEAT\|Procurement Transformation 2021\| \|Everest Group\|PEAK Matrix\|Network Transformation and Managed Services PEAK Matrix® Assessment 2021\| \|Forrester\|Wave\|The Forrester Wave™: Application Modernization And Migration Services, Q3 2021\| \|Forrester\|Wave\|The Forrester Wave™: Continuous Automation And Testing Services, Q3 2021\| \|Everest
Group\|PEAK Matrix\|Capital Markets Operations - Services PEAK Matrix® Assessment 2021\| \|Everest Group\|PEAK Matrix\|Data and Analytics (D&A) Services PEAK Matrix® Assessment 2021\| \|IDC\|MarketScape\|IDC MarketScape: European Smart Manufacturing Service Providers 2021 Vendor Assessment\| \|HFS\|Top 10\|Banking and Financial Services - The Best of the Best Service Providers 2021\| \|Everest Group\|PEAK Matrix\|Application and Digital Services in Banking PEAK Matrix® Assessment 2021: Global and Europe Focus\| \|Everest Group\|PEAK Matrix\|Application Transformation Services PEAK Matrix® Assessment 2021\| \|Everest Group\|PEAK Matrix\|Life Sciences Operations - Services PEAK Matrix® Assessment 2021\| \|HFS\|Top 10\|HFS Top 10 Supply Chain Service Providers\| \|Gartner\|Magic Quadrant\|Magic Quadrant for SAP S/4HANA Application Services, Worldwide\| \|IDC\|MarketScape\|IDC MarketScape: Asia/Pacific Cloud Security Services 2021 Vendor Assessment Study\| # Integrated Annual Report 2021-22 Awards and Accolades \| 171 # Firm # Report type # Title \|IDC\|MarketScape\|IDC MarketScape: Worldwide Artificial Intelligence Business Services 2021 Vendor Assessment\| \|---\|---\|---\| \|Everest Group\|PEAK Matrix\|IT Managed Security Services PEAK Matrix® Assessment 2021\| \|NelsonHall\|NEAT\|CX Services in BFSI 2021\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Smart Manufacturing Service Providers 2021 Vendor Assessment\| \|Chartis\|Market Quadrants\|GRC Solutions: RiskTech Quadrant® for conduct and control solutions, 2021\| \|Chartis\|Market Quadrants\|GRC Solutions: RiskTech Quadrant® for GRC analytics, 2021\| \|Chartis\|Market Quadrants\|GRC Solutions: RiskTech Quadrant® for MRM solutions, 2021\| \|IDC\|MarketScape\|IDC MarketScape: Worldwide Artificial Intelligence Services 2021 Vendor Assessment\| \|IDC\|MarketScape\|IDC MarketScape. Asia/Pacific Intelligent Automation Services 2021 Vendor Assessment\| \|Everest Group\|PEAK Matrix\|S/4HANA Services PEAK Matrix® Assessment 2021\| \|NelsonHall\|NEAT\|Cognitive & Self-Healing IT Infrastructure Management Services 2021\| \|HFS\|Top 10\|HFS TMT (Telecom, Media, and Technology) Service Providers Top 10 2021\| # PARTNER * Won over 30 awards from technology alliance partners: - 2020 Google Cloud Breakthrough Partner of the Year for demonstrating innovative thinking, outstanding customer service, and best-in-class use of Google Cloud products and solutions. - Two 2021 Microsoft Partner of the Year Awards - Azure Intelligent Cloud in France and Dynamics 365 Field Service in the US, for demonstrating excellence in innovation and providing outstanding solutions and services based on Microsoft technology. - Named to the Microsoft Business Applications 2021/2022 Inner Circle, for the high standard of excellence in building innovative solutions that help customers achieve their growth and transformation objectives. - Application Transformation and Migration Partner of the Year at the AWS Partner Awards in Australia and New Zealand. - Consulting Winner along with customer Stellantis (formerly Fiat Chrysler Automobiles) for Marketing Cloud at Salesforce Partner Innovation Awards 2021. - Solutions implemented by TCS for SAIL and Trent won the SAP ACE Awards 2021 in the Manufacturing Transformation and Game Changer categories respectively. - Won SAP EMEA North Award for Service Partner Excellence 2022 for Integrated Delivery Experience. - Automation 360 Cloud Partner from Automation Anywhere in India, Middle East & Africa. - Won Automation Anywhere Partner of the Year 2022 awards in the categories Migration Partner - India, Knowledge Partner - India and Americas and AARI Solutions Partner - EMEA at the company's annual Virtual Partner Summit. - LATAM 2021 Partner of the Year in the Product Sales Leadership category from Automation Anywhere. Awards and Accolades \| 172 # Awards and Accolades - Recognized as the 2022 Americas Premier Partner of the Year by MuleSoft. - Celonis BPO Partner of the Year at the Celonis Ecosystem Summit 2021. - Won the World Leadership Congress Award for world-class operations at the All-Women Business Process Services and IT Center in Riyadh, Saudi Arabia. - Top Performing - GSI Partner and Game Changer - Enterprise Business category in India and South Asia at the Red Hat Partner Awards. - IFS Solutions Partner of the Year and IFS Services Partner of the Year (Enterprise Category) at the 2021 IFS Partner of the Year Awards. - Global Partner of the Year 2020 for Integration and API from Software AG. - Intel Partner of the Year 2021. - HPE GreenLake Ecosystem Partner of the Year 2021. - Creatio Partner of the Year FY2021 Award of Excellence. - Zscaler's Global Solutions Integrator Partner of the Year 2021. - MongoDB Global System Integrator Partner of the Year Award for its bold, innovative solutions that accelerate the growth and transformation journeys for businesses across industries. - Cohesity GSI Innovation Partner of the Year FY21, for accelerating innovation and increasing the ease of doing business. - Named the Ivalua APAC Partner of the Year 2021. - Strong Growth - Identity and Access Management Partner of the Year 2021 by CyberRes, a Micro Focus line of business. - Named International Partner of the Year 2021 by Ping Identity. - Recognized as GSI Partner of the Year 2021 by GoTo Partner Network. - Named Qlik's North America System Integrator of the Year.
File: AR_TCS_2021_2022.md - System Integrator Partner Innovation award from Qlik. - TCS' Assisto, an innovative solution developed by TCS Rapid Labs, was awarded Social Impact Solution of the Year at the NASSCOM Engineering R&D Awards, 2021 for the use of the cognitive speech algorithms that generate speech output in the tone, mother tongue and near-real sound of the child using it. - Named in Points of Light's Civic 50 List for the Fifth Consecutive Year for TCS' commitment to drive social impact of its community engagement programs. - TCS Bringing Life to Things ™ IoT Lab awarded CMO Corporate Social Responsibility Award at CMO Vision and Innovation Awards 2021. # Corporate Social Responsibility # Overview Through its unique engagement model, TCS leverages its intellectual capability, technology expertise, large employee base volunteering their time and skills and of course financial capacity to invest in programs that deliver longer term social impact across the globe. TCS' vision is to empower people and communities to build self-reliance through technology while promoting the values of fairness, equity and respect for human rights. Its mission is to connect people to opportunities in the digital economy while building equitable, inclusive pathways for all - especially women, youth, and marginalized groups. TCS has been a signatory to the UN Global Compact (UNGC) since 2006 and is aligned with its ten principles. The Company supports the principles contained in the Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the United Nations Guiding Principles on Business and Human Rights. These principles guide TCS' community initiatives. The company continues to invest in addressing the most pressing needs of the community, focusing on education, skilling, employability, and digital entrepreneurship with a focus on bridging the opportunity gap for people and communities. It invests in health and wellness, water sanitation and hygiene, conservation, and disaster relief efforts to support the basic needs of communities. In FY 2022, TCS estimates that its global community initiatives reached more than 1.7 million beneficiaries, made possible by over 58,900 employees contributing over 700,000 hours of their volunteering time to support local community initiatives. Integrated Annual Report 2021-22 Corporate Social Responsibility \| 174 # Mapping of TCS' CSR Programs with SDG Goals \|Employmen\|Skilling\|Education\|Entreprencurship\| \|---\|---\|---\|---\| \|{CsEmpowers\|Support - Pro-Bono Technology\|Thought Leadership:\|Research And Insights\| \|Employee Volunteering Program\|Health and Wellness, Wash\|52\|10 = 086\| Integrated Annual Report 2021-22 Corporate Social Responsibility \| 175 # Adult Literacy Program - Creating access to literacy on a path to livelihoods The impact of this program has been transformational and transgenerational. It is promoting social inclusion, financial stability and economic growth, empowering neo-literates with better access to the financial system, government benefit programs and a greater say in family and community decision-making. Despite years of investments, illiteracy continues to be a core impediment stopping individuals from realizing their potential. TCS' Adult Literacy Program, through its digital literacy solution has been addressing this over the past 2 decades in India and West Africa. Women have been a key target group, with the program offering them a path to financial independence and an opportunity to be role models for their children, especially girls, in their families. Till date, over 1.08 million learners, over 80% of them women, have benefited from this program. The program runs in over 162 districts across 20 states and union territories across India, and also in Burkina Faso, West Africa. # Program outcomes include: - 81% of the learners have encouraged their own children especially girls to go to school. - 75% learners expressed that their self-esteem has increased because of this program. - 67% learners feel that they have started participating more in the decision-making process in their family. TCS has further expanded the scope of this program in response to India's new National Education Policy, which emphasizes the need for digital literacy, financial, legal, and electoral literacy, disaster management and environmental literacy in addition to functional literacy, to empower communities. New modules on the platform include financial literacy skills (8-10 hours), digital literacy skills (5-7 hours), citizen entitlement awareness (3-4 hours) and disaster risk reduction awareness (8-10 hours). In FY 2022, over 7,400 learners gained basic literacy skills. # Ignite My Future (IMF) - empowering educators and creating skills of the future As technology change accelerates, the workforce of tomorrow requires new age skills and capabilities to be productive.
Computational thinking is one such futuristic skill that not only provides learners with a problem-solving mindset, but also enables access to high skilled jobs, enabling communities to benefit from the adoption of new technologies. However, there has been limited integration of this skill within classrooms across the globe. Educators that play a key role in creating access are themselves. Introduced to TCS's digital literacy solution ALP, Sampa gradually started taking interest in learning, drawn by the colourful and attractive content. She was seen observing the letters and numbers on her own, and slowly started comprehending them. She took everyone by surprise when the National Institute of Open Schooling results were announced, and she got an A grade. It took 5 long years to bring her back to a life of self-dignity. Sampa now works in a café run by the partner organization, and is able to handle the finances of the café business and contribute meaningfully. Integrated Annual Report 2021-22 Corporate Social Responsibility \| 176 # Integrated Annual Report 2021-22 # Corporate Social Responsibility not empowered to embed this within the learning curriculum. learning demands, all aspects of the program were restructured for online delivery, remaining inclusive of communities with varying digital access and tools. * $10K+ average savings to each district and educator from free training. goIT (go Innovate Together) - Digital Innovation Program for Students The jobs of tomorrow are changing rapidly. Economies around the world are dealing with the disparity between the needs of employers and the skills that youth possess. According to the National Science Foundation, it is predicted that 80% of the jobs created in the next decade will require some form of math and science skills. The lack of sufficient numbers of students pursuing these streams, and insufficient focus on innovation, problem-solving and creativity in school curricula, are seen as big challenges to the digital economy. TCS' IMF, implemented in North America, UK, India, Latin America and APAC, has created global access for educators and students to hone this skill set. Equity and inclusion are integrated in the program design, to specifically enable access for underserved students from marginalized communities. IMF launched its largest Global Innovations Teacher Project to-date with 24 teachers from 5 countries reaching over 500 students. Over 100 TCS employee volunteers supported the 6-week project. In FY 2022, the program empowered nearly 435,000 students and educators. # Program outcomes include: - 81% educators were ready to use resources in their classroom post-training. - 90% educators reported they have returned to in-person instruction. Anne LeBlanc is a middle school teacher at Halifax Regional in Nova Scotia, Canada. Anne uses Ignite My Future resources to make computational thinking come to life for her students, in all core subjects. She and her students have participated in two IMF Global Collaborations through which she has had the opportunity to collaborate with teachers from around the world. Through this project, that relies on students' using computational thinking to solve a global problem, Anne has found that her classroom gets bigger and the world gets smaller for her students. This project has also been beneficial to one of her French speaking students as he is able to translate his videos and other students' videos allowing collaboration to happen even across language barriers. "My students have found that through connecting with other students outside of their community they are more alike, than they are different." Anne supports and collaborates with like-minded educators though IMF global network of Learning Leaders. # TCS' flagship digital innovation and career readiness program, goIT goIT (go Innovate Together) prepares students with the skills and mindsets to pursue careers of the future. Through engaging design workshops and custom mentorship experiences, goIT benefits students by challenging stereotypes and inspiring future leaders to pursue the careers of tomorrow, most of which will involve STEM and the computer sciences. goIT uses a four-pronged model of: 1. volunteer driven engagements, in-person or virtually, 2. seamless year-round connects via goIT Online, 3. SDG-focused monthly challenges and 4. Custom mentorship experiences designed to introduce student local experts and opportunities. Each prong, layered with partnerships with school districts and mentoring by industry professionals from TCS, makes goIT a unique program that helps students develop core skills that enable them to be productive in the jobs of tomorrow. After over a decade of success and a footprint of 40 countries, goIT has now benefited over 100,000 students who have designed more than 26,000 tech-for-good digital innovation prototypes.
In FY 2022, more than 30,000 students and educators benefited from this program. # Program outcomes include: - 87% students felt they could be computer scientists after their goIT experience. Four learners from Sinenjongo High School in Cape Town, celebrated their win in the goIT Tech-savvy Challenge, hosted by TCS in partnership with Steam education specialist Sakhikamva Foundation. The event saw more than 455 participants from nine high schools across the Western and Eastern Cape battle it out with their ideas for a winning app that could change their local communities. Eventually, learners from Sinenjongo High and Goodwood College took the top three positions. The founder of Sakhikamva Foundation, Fatima Jakoet said the foundation was impressed by all the participants of the competition but inspired by learners from Cape Town who worked hard to win the tech challenge. "What we have seen in this year's South African goIT Challenge is young people expressing their ability to be problem-solvers who can contribute to a better world," said Jaconet. Speaking about her team's app idea, WO-MEN, Sinenjongo High School learner Lilitha Masizana said: "We are so happy and excited to have won, and as a team we stand by what our app was designed to do - to promote gender equality and the acceptance of gender diversity, which includes a conversation platform to highlight the impacts of gender inequality." - 96% students reported that they gained positive insights from their TCS volunteer mentor. - 80% showed an increased interest in STEM and Computer Science. - 88% students demonstrated an understanding of how technology can be used to improve their community. Corporate Social Responsibility \| 178 # Youth Employment Program - connecting India's rural youth to careers in digital economy TCS' Youth Employment Program (YEP) focuses on one of the biggest challenges in India, which is unemployment, underemployment, and lack of access to high paying jobs among youth. It is estimated that 7 million people are annually added to the workforce, but the education and skills profile of the existing workforce is very poor - especially in rural and semi-urban locations. The pandemic has created an even bigger need to integrate digital and technology related skills within the learning experience to ensure that youth can avail of the jobs that are available in the market. YEP connects India's youth to careers in the digital economy through the development of competencies in numerical ability, logical reasoning, communication, programming and domain skills. The program also provides career guidance and interview skills to help youth navigate through opportunities available in the market. Over the last two years, the program has gone virtual. The program has: - Enhanced employability of rural underprivileged youth from socially, economically and geographically disadvantaged communities. - Ensured continuous availability of highly skilled and cross-functional talent pool for the industry. - Increased diversity and gender parity within the workforce while creating inclusion and access for marginalized groups across the country. - Promoted sustained and inclusive economic growth, full and productive employment and decent work. In FY 2022, more than 19,700 students were trained in India and LATAM, of whom more than 7,400 students gained employment in sectors such as IT and ITeS, Retail, Banking and others. Today, the program runs in 35 States & Union territories across India. Biki Minj is a young woman who had never seen her father's face. She was brought up by her widowed mother, a tea garden labourer in Darjeeling and a worker in the children's hostel. Biki had dreams of attending college after she graduated from high school, but the family could not afford it. Instead, she took up a hospitality management course and joined an airline as ground staff in Kolkata. Unfortunately, the airline went out of business, forcing Biki to look for other work. She ended up in a small town in the Uttar Dinajpur district of West Bengal teaching English in a school for four years. During that period, she continued her BA studies in IGNOU through distance learning and became a Graduate in English. On a trip to Siliguri, Biki learned about TCS' Youth Employment Program that was about to be launched in the city. She enrolled herself for the training and travelled 30 km every day from her grandmother's house to reach the training centre. Biki worked tirelessly, learning as much as she could during the program and earning recognition from her instructors. Her efforts paid off when she was offered a full-time position at TCS during a recruitment drive in Siliguri.
Since she joined TCS, Biki has been able to experience a freedom she never thought possible. Earning a regular salary allowed her to begin saving money to build a house for herself and her mother, a house that will one day be testimony to a life of independence and self-respect. # Program outcomes include: - 4X enhancement in income for individuals from marginalized communities in comparison to elementary occupations. - 80% indicated that better jobs led to a change of role as earning member. - 74% indicated an enhancement of status in the family and community. # Entrepreneurship and Self-Employment India has 30% youth unemployment (15-29 years) compared to a 15% global average, and 325 million Indians are from historically disadvantaged and marginalized communities. Lack of proper technology infrastructure, knowledge and resources in villages have prevented communities from accessing opportunities presented by the digital economy. Since 2014, the TCS' BridgeIT program has addressed social inequalities by empowering marginalized youth to become rural entrepreneurs and civic leaders in their villages. Partnering with local NGOs, TCS engages the cohort through a 5-year period, offering them skills, mentoring, technology, tools and resources. These digital entrepreneurs become serve as the last-mile-connect for people in the villages, delivering essential digital services in the areas of education, adult literacy, unemployment, social discrimination. This program has: - Upskilled young men and women from marginalized communities to be successful digital entrepreneurs. Twenty-seven-year-old entrepreneur Bapi Raita is a member of the Saura tribe which has some of the most severe problems with obtaining adequate nutrition in India. Starvation deaths are common among the Saura. Despite earning a diploma in Civil Engineering, Bapi was forced to do odd jobs to make ends meet for his family. Bapi married, moving to Bangalore with his wife and working in a garment factory for nearly a year. When his wife fell ill, Bapi was had no choice but to return to his village to help manage her care. Still needing to earn money to support his family, Bapi learned about BridgeIT from a local NGO in Odisha and registered for the training. Over the course of the program, Bapi learned how to do business in the digital space with the training and mentoring provided by the BridgeIT facilitators, an opportunity which would have never been possible. On completion of BridgeIT, and with equipment donated by TCS, Bapi was able to start his own online business. As his business began growing, so did his earnings. Bapi is now earning nearly ` 1.30 lakhs from just ` 4,000 before completing BridgeIT. Bapi also wears BridgeIT Cluster Lead's hat for the area where he operates in. With this comes the responsibility to mentor seven other digital entrepreneurs from nearby villages. He gets a great sense of fulfilment when he carries out his role as a Leader. Bapi proudly says, "BridgeIT has changed my life and has brought hope of a good future for me and my family. It has brought brightness to our lives and our community." Integrated Annual Report 2021-22 Corporate Social Responsibility \| 180 # Empowered them with digital technologies The program has received high appreciation from stakeholders in the government and social organization such as Social Alpha, Tata Trusts and Unltd India. There has been immense interest from various parts of the country in replicating the DISQ model. DISQ collaborated partners to identify potential opportunities for students. Enabled them to educate students in Government schools and support literacy for adults through digital tools and resources. Currently running in 30 districts across India, TCS' vision is to expand this program to all of India's aspirational districts. In FY 2022, BridgeIT has enabled 321 entrepreneurs across 20 districts in 9 States. # Program outcomes include: - 1.5X earnings compared to other self-employed individuals in rural areas. - 95% indicated increased income and improved standard of living. - 92% women indicated higher self-esteem at home. Ekatvam Innovations Program outcomes the 'Most Promising Solution' globally by a panel of water experts from Ramboll, Grundfos and the International Water Association in a global competition. They were awarded scholarships to participate in the International Water Congress 2022 in Copenhagen. Overall, the program has supported 12 solutions in reaching self-sufficiency. # Thought Leadership, Research and Insights # Digital Empowers Digital Empowers, TCS' global thought leadership program in CSR, explores the intersection of technology and social impact, spotlighting the crucial role technology plays in finding solutions for intractable social issues.
The purpose of the program is to raise awareness of digital technologies and social issues, explore the art of what's possible, and foster cross sector partnerships. DISQ has nurtured over 55 changemakers from around 590 innovators since 2016. Integrated Annual Report 2021-22 Corporate Social Responsibility \| 181 # TCS runs the Pitch for Purpose, a competition # Health and Wellness online viewing directly by patients, without the need for physically visiting the hospital to collect reports. Healthy communities can drive better economic development and a feeling of wellbeing. TCS recognizes the importance of health and wellness, and promotes it among its employees as well as in local communities across the world. Its CSR initiatives seek to create new, systemic solutions that address society's biggest health challenges. # Water Sanitation and Hygiene Jal Jeevan Mission, a project by the Ministry of Jal Shakti, Government of India, has been supported by the Tata Group, with TCS providing key expertise in applying a 'Bridgital model' for monitoring rural water service delivery as well as enhanced stakeholder engagement via digitally enabled workflows. To address several issues in rural water supply, TCS created an IoT-based smart water management solution for remote monitoring and control. This innovative solution is end-to-end, from source to tap, feature rich, uses advanced analytics and has high fidelity with over 99.9% uptime and accuracy. It can work in poor cellular network coverage areas (particularly in remote and rural villages) and is powered by solar power, best suited for off-grid environments. A 15-bed COVID-19 care facility was setup and made operational at the Cancer Institute during the second COVID wave to facilitate care for COVID-affected patients. Patient Care Coordinators (PCCs) at TMC Kolkata continued to support patients by managing virtual-consultation processes, pediatric OPD appointments, patient crowd management and new patient management. Patients Investigation Reports were made available on the TMC website for online viewing. This solution has so far helped provide regular, adequate, and clean drinking water to nearly 75,000 beneficiaries across 14 villages spread across 8 states and union territories in India. It has helped identify distribution issues - such as outages, leakages or low pressure, and led to timely resolutions. It recently alerted both officials and the patients. Integrated Annual Report 2021-22 # Pro-Bono Technology Support to Social Organisations As part of TCS' pro-bono technology support interventions or Tech4Good Programme, TCS continues to help community-based organizations and non-profits seeking to create social and environmental impact across the globe. TCS has been leveraging its abundant technology and Intellectual capital to create exponential impact across the globe by delivering pro-bono digital services to social organizations. The company's engagement strategy utilizes its contextual knowledge and the knowledge from a diverse network of experts to develop innovative solutions to unique problems within the community. # Local Community Initiatives In a local community of fast depleting groundwater levels, the villagers built a source strengthening structure to recharge their borewell. # TCS' Social Innovation Lab TCS' Social Innovation Lab in close collaboration with TCS Research and Innovation group, helps participants of the Youth Employment Program generate standardized resumes, setting them up for success in the job market. The application, The Resume Builder, has been piloted with over 3,000 YEP participants and is slated to expand further in the future. "Thanks to the great support of TCS experts, San Martino was able to design and implement a Career Guidance section on their website specifically designed for international students," explained Mario Porcelli, Managing Director for San Martino Servizi. # Impact in North America and Australia In North America, TCS continues to build pro-bono digital solutions for organizations like The Council for Responsible Sport, International Medical Corps and so on. The Council for Responsible Sport helps sporting organizers assess the Environmental, Social, and Governance impact of events and has been helping organizers of events like the Bank of America Chicago Marathon to track their resource usage and impact for years. "Since TCS helped us develop the calculator, we have been able to reach greater audiences both through our website and networks and also through our members," said Omer Soker, CEO, Charitable Recycling Australia. # Support During the Pandemic In Australia, TCS provided pro bono technology empowerment to Meals on Wheels NSW, Food Ladder, Charitable Recycling Australia, The Indigenous Marathon Foundation and Briometrix so they could continue to support people who depended on their services even during the pandemic.
# Support for San Martino In Italy during the peak of the pandemic, TCS supported San Martino, a social enterprise focused on helping non-nationals living in Italy start their careers to create a fair ground for employment. TCS designed, developed and implemented a digital solution so they can continue to help people from all backgrounds across Italy kickstart their careers. # International Medical Corps For International Medical Corps, a global, non-profit, humanitarian aid organization spread across 30 countries in Africa, Asia and beyond, TCS' 2,000-hour pro bono commitment to the 'Re-Score project' helped envision the Council's drive to create a digital solution, leveraging cloud-based technology that would serve as a first-of-its-kind in the field. Re-Score makes credible guidance and performance tracking accessible to all organizations that host sporting events. # Community Benefits - Ensure equitable and adequate water quantity, quality and periodicity. - Reduce water borne diseases through water quality monitoring. - Improve lives of rural households, especially women and girls. # Middle East with a focus on providing health services support, clean water and hygiene File: AR_TCS_2021_2022.md Praveen Kumar a TD faculty from MBU, started volunteering for goIT program with training workshops for around 400 students from a nearby school in Kanchipuram. Chai Eng Law an HR Specialist has been an active YEP volunteer for over six years. Once her session was scheduled over a weekend, yet the students seemed incredibly happy to be at the college. As she watched their faces filled with enthusiasm, she knew volunteering for this program would be worth her time and effort, which later turned out to be 100% true. She says, "I strongly believe that in learning, you will teach, and in teaching, you will learn. YEP gives me the opportunity to practice this belief of mine." Her weekends would pass by in a blink of an eye, and the benefits from this program far outweighed the inconveniences she faced. # Employee Engagement TCS' skill-based CSR initiatives offer volunteering opportunities to employees, helping them give back to the communities, imbuing them with a higher sense of purpose. Our people-centric investments go beyond the boundaries of our organization, into communities across the world, where we support initiatives to bridge the digital divide, and address some of the most pressing issues in countries where we live and work. TCS' Employee Volunteer Program (EVP) offers opportunities to employees for contributing their time and effort towards societal well-being, while sensitizing them to the issues that are plaguing the world. Volunteering fosters a sense of fraternity, bringing employees together and engaging them in ways beyond work. During the devastating second wave of COVID-19 in India, EVP team has worked with various internal TCS teams such as Safety First, Cares to create the content for several community support initiatives. The content was then used to create awareness. He interacted with students during sessions on problem-solving and design thinking, and was amused by how they related to the concepts in their own unique ways. He says seeing students view the process of learning as a game transported him back to his school days. He also believes that being around students can help one forget about their sorrows, anxieties, and stresses, hence boosting one's energy and spreading positivity. His journey continues to shape many more subsequent generation's students, preparing them for 21st-century skills. He has also been an active faculty member for weekly YEP workshops, conducted several business communication sessions for YEP colleges in Tamil Nadu. He urges other volunteers to deliver the courses with enthusiasm, provide examples and share real-world references to enable students to relate to concepts and apply their learnings in everyday activities. She felt overwhelmed when she saw her students gradually overcome their hesitation to converse in English and eventually became more confident in spoken English. She recalls, one day as she was about to enter the lift in her office building, she spotted a young associate stepping out of the lift. Her joy knew no bounds when she recognized this person as a YEP trainee who had appeared at a mock interview conducted by her. Integrated Annual Report 2021-22 Corporate Social Responsibility \| 184 # On the Importance of Vaccination to Curb Vaccine Hesitancy Facilitating mental health awareness sessions for beneficiaries of the CSR initiatives and the community at large. EVP team has owned and managed this entire process by liaising with internal CSR teams and external TCS functions.
More than 58,900 TCS associates volunteered nearly 700,000 hours towards various programs in FY 2022 aligned to Sustainable Development Goals 3, 4, 5, 8, 10, and 13. # Empowering Communities in the Fight Against COVID-19 Initiatives to help communities deal with the pandemic, launched in the prior year along with TATA Group companies continued in FY 2022. With the support of TCSers across the globe, the company continued to help those that needed it the most. Key highlights: - Through Pro Engage, TCSers from 13 countries and 8 regions supported 204 pro bono projects, contributing 14,000+ hours to NGOs in India, NA, and LATAM. - IMF kicked off a Global Teacher Collaboration with 29 teachers from 5 countries, engaging 100+ volunteers from NA and LATAM over 6 weeks. - Celebrated the 7th annual Sadhana Month, through which over 16,000+ volunteers from India, NA, and LATAM donated 215,000 hours of service in their local communities. - Leaders with Purpose, a civic leadership program designed to nurture and prepare TCS leaders with the skill to lead societal change, which was successfully running in North America. # Program Outcomes Include: - TCS donated 1,170 oxygen concentrators and 252 ventilators across 15 states in India and mobilized thousands of employees, customers, and partners to support our COVID response. - Dependents of those who lost their lives to the pandemic were enrolled in TCS' Youth Employment Program, where they were trained and groomed to improve their employability. New livelihood avenues were made available for 1,600 COVID-affected families. - TCS' BridgeIT entrepreneurs supported their local communities, helping out with vaccine registration, accessing online COVID reports, and online government initiatives. # Basic Provisions Basic provisions such as rice, cooking oil, sugar, and canned food were provided to underprivileged, poor, and disabled families. # Digital Support for Education With all schooling going virtual, TCS donated laptops and mobile broadband connections to students from low-income families, and volunteers conducted sessions on internet literacy. Integrated Annual Report 2021-22 Corporate Social Responsibility \| 185 # Business Responsibility & Sustainability Report # SECTION A: GENERAL DISCLOSURES 9. Financial year for which reporting is being done: Financial year 2021-22 (April 1, 2021 to March 31, 2022) \|1. Corporate Identity Number (CIN) of the Listed Entity:\|L22210MH1995PLC084781\| \|---\|---\| \|2. Name of the Listed Entity:\|Tata Consultancy Services Limited\| \|3. Year of incorporation:\|1995\| \|4. Registered office address:\|9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021, India\| \|5. Corporate address:\|TCS House, Raveline Street, Fort, Mumbai 400 001, India\| \|6. E-mail:\|[email protected]\| \|7. Telephone:\|+91 22 6778 9595\| \|8. Website:\|www.tcs.com\| \|12. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report:\| \| \|Name:\|Milind Lakkad\| \|Designation:\|Chief Human Resources Officer\| \|Telephone number:\|+91 22 6778 9999\| \|E-mail id:\|[email protected]\| 1 GRI 2-1, GRI 2-3 Integrated Annual Report 2021-22 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 186 # 13. Reporting boundary Are the disclosures under this report made on a standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated financial statements, taken together). \|Data\|Basis\|Exclusions\| \|---\|---\|---\| \|Financial\|TCS' consolidated global operations\|None\| \|Human Resources\|TCS' global operations, including wholly owned subsidiaries.\|< 0.2% of the consolidated headcount.\| \| \|Disclosures pertaining to employee benefits, performance appraisals and statutory topics are specific to the workforce based in India.\| \| \|Environmental\|TCS' Global operations (using operational control approach).\|Other TCS' operations accounting for < 4% headcount\| The data measurement techniques used, and the basis of calculations and estimates have been mentioned in the relevant areas of this report. TCS does not believe there is any substantial divergence from the GRI Indicator Protocols. The scope, boundaries, and methodology for data analysis in this document remain the same as in the prior year and are mentioned above. There has been no restatement of information or changes in the material topics or boundaries since the prior year. The data is sourced from Ultimatix, TCS' core enterprise platform. Other supporting data is reviewed by relevant third-party assurers as part of ISO and financial audit. GRI Assurance: Ernst & Young has assured the data presented under GRI Standards disclosures as specified in their Assurance Statement. The scope and basis of assurance have been described in their assurance letter. The Board was not involved in seeking this assurance. # II. Products/services # 14.
Details of business activities (accounting for 90% of the turnover): TCS provides IT services, consulting and business solutions to many of the world's largest businesses in their transformational journeys. Further details are provided in the Management Discussion and Analysis section of this Integrated Annual Report. # 15. Products/Services sold by the entity (accounting for 90% of the entity's Turnover): Application Development and Maintenance, Consulting and Service Integration, Digital Transformation Services, Cognitive Business Operations and Products and Platforms. Some of the services broadly map to NIC classes 6201, 6202, 6209 and 6311. 54 GRI 2-5 GRI 2-6 Business Responsibility & Sustainability Report \| 187 # III. Operations 16. Number of locations where plants and/or operations/offices of the entity are situated: \|Location\|Number of plants\|Number of offices (Delivery offices)\|Total\| \|---\|---\|---\|---\| \|National\|NA\|Delivery centers - 113, Offices - 9\|122\| \|International\|NA\|Delivery centers - 71, Offices - 107\|178\| 17. Markets served by the entity: a. Number of locations \|Locations\|Number\| \|---\|---\| \|National (No. of States)\|28 States and 8 Union Territories\| \|International (No. of Countries)\|54\| # IV. Employees 18. Details as at the end of Financial Year: FY 2021-22 a. Employees (including differently abled): \|S.\|Particulars\|Total (A)\|Male\|% (B / A)\|Female\|% (C / A)\| \|---\|---\|---\|---\|---\|---\|---\| \|1.\|Permanent (D)\|590,662\|379,942\|64.3\|210,720\|35.7\| \|2.\|Other than Permanent (E)\|17,609\|9,924\|56.4\|7,685\|43.6\| \|3.\|Total employees (D + E)\|608,271\|389,866\|64.1\|218,405\|35.9\| Note: - TCS' global headcount excludes employees of non-wholly owned subsidiaries. - All of TCS' workforce is categorized as 'Employees' and none as 'Workers'. Hence in all the sections, details sought of the 'Workers' category are Not Applicable to TCS. - Other than Permanent category includes contractors and interns. b. What is the contribution of exports as a percentage of the total turnover of the entity? The contribution of exports as a percentage of total turnover of TCS Standalone is 94.0%. c. A brief on types of customers TCS works with leading corporations across the world - typically Fortune 1000 or Global 2000 corporations and the public sector. In India, TCS works with departments of the Government of India, various state governments, systemically important entities and the private sector. 6 GRI 2-6 Integrated Annual Report 2021-22 b. Differently abled Employees: \|S.\|Particulars\|Total (A)\|Male\|% (B / A)\|Female\|% (C / A)\| \|---\|---\|---\|---\|---\|---\|---\| \|1.\|Permanent (D)\|921\|706\|76.7\|215\|23.3\| \|2.\|Other than Permanent (E)\|11\|8\|72.7\|3\|27.3\| \|3.\|Total differently abled employees (D + E)\|932\|714\|76.6\|218\|23.4\| Note: - Differently abled type includes Hearing, Visual, Locomotor, Orthopedic and Others 7 GRI 2-7 Business Responsibility & Sustainability Report \| 188 # 19. Participation/Inclusion/Representation of women \| \|Total (A)\|No. and percentage of Females\| \| \|---\|---\|---\|---\| \| \| \|No. (B)\|% (B / A)\| \|Board of Directors\|9\|2\|22.2\| \|Key Management Personnel\|4\|0\|0.0\| \|Senior Management\|29,966\|3,980\|13.3\| Note: - Key Management Personnel (KMP) are Chief Executive Officer and Managing Director (CEO&MD), Chief Operating Officer and Executive Director (COO), Chief Financial Officer (CFO) and Company Secretary (CS). - Senior Management excludes Directors and KMP. # Turnover rate for permanent employees \| \|FY 2021-22\|FY 2020-21\|FY 2019-20\| \|---\|---\|---\|---\| \|Male\|17.3%\|7.5%\|12.8%\| \|Female\|17.8%\|7.5%\|14.2%\| \|Total\|17.5%\|7.5%\|13.3%\| Note: - Turnover rates mentioned above are for TCS' global headcount (including IT and business services), excluding non-wholly owned subsidiaries. # V. Holding, Subsidiary and Associate Companies (including joint ventures) # 21. (a) Names of holding / subsidiary \|S. No.\|Name of the holding / subsidiary/ (A)\|Indicate whether holding/ Subsidiary entity\|% of shares held by listed entity\|Does the entity participate in the Business Responsibility initiatives of the listed entity? (Yes/No)\| \|---\|---\|---\|---\|---\| \|1.\|Tata Sons Private Limited\|Holding\|72.3\|Yes\| \|2.\|APTOnline Limited\|Subsidiary\|89\|Yes\| \|3.\|C-Edge Technologies Limited\|Subsidiary\|51\|Yes\| \|4.\|MP Online Limited\|Subsidiary\|89\|Yes\| \|5.\|TCS e-Serve International Limited\|Subsidiary\|100\|No\| \|6.\|Mahaonline Limited\|Subsidiary\|74\|Yes\| \|7.\|TCS Foundation\|Subsidiary\|100\|Yes\| \|8.\|Diligenta Limited\|Subsidiary\|100\|Yes\| \|9.\|Tata Consultancy Services Canada Inc.\|Subsidiary\|100\|Yes\| \|10.\|Tata America International Corporation\|Subsidiary\|100\|Yes\| \|11.\|Tata Consultancy Services Asia Pacific Pte Ltd.\|Subsidiary\|100\|Yes\| 98 GRI 405-1 10 GRI 2-2 GRI 401-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 189 # Integrated Annual Report 2021-22 # Business Responsibility & Sustainability Report \|S. No.\|Name of the holding / subsidiary/ (A)\|Indicate whether holding/ Subsidiary entity listed\|% of shares held by indicated at column A\|Does the entity participate in the Business Responsibility initiatives of the listed entity?
(Yes/No)\| \|---\|---\|---\|---\|---\| \|12.\|Tata Consultancy Services (China) Co., Ltd.\|Subsidiary\|93.2\|Yes\| \|13.\|Tata Consultancy Services Japan, Ltd.\|Subsidiary\|66\|No\| \|14.\|Tata Consultancy Services Malaysia Sdn Bhd\|Subsidiary\|100\|Yes\| \|15.\|PT Tata Consultancy Services Indonesia\|Subsidiary\|100\|No\| \|16.\|Tata Consultancy Services (Philippines) Inc.\|Subsidiary\|100\|Yes\| \|17.\|Tata Consultancy Services (Thailand) Limited\|Subsidiary\|100\|No\| \|18.\|Tata Consultancy Services Belgium\|Subsidiary\|100\|Yes\| \|19.\|Tata Consultancy Services Deutschland GmbH\|Subsidiary\|100\|Yes\| \|20.\|Tata Consultancy Services Sverige AB\|Subsidiary\|100\|Yes\| \|21.\|Tata Consultancy Services Netherlands BV\|Subsidiary\|100\|Yes\| \|22.\|Tata Consultancy Services Italia s.r.l\|Subsidiary\|100\|Yes\| \|23.\|Tata Consultancy Services Luxembourg S.A.\|Subsidiary\|100\|Yes\| \|24.\|Tata Consultancy Services Switzerland\|Subsidiary\|100\|Yes\| \|25.\|Tata Consultancy Services Osterreich GmbH\|Subsidiary\|100\|No\| \|26.\|Tata Consultancy Services Danmark Aps\|Subsidiary\|100\|Yes\| \|27.\|Tata Consultancy Services De Espana S.A.\|Subsidiary\|100\|Yes\| \|28.\|Tata Consultancy Services (Portugal) Unipessoal Limitada\|Subsidiary\|100\|Yes\| \|29.\|Tata Consultancy Services France\|Subsidiary\|100\|Yes\| \|30.\|Tata Consultancy Services Saudi Arabia\|Subsidiary\|100\|Yes\| \|31.\|Tata Consultancy Services (Africa) (PTY) Ltd.\|Subsidiary\|100\|Yes\| \|32.\|Tata Consultancy Services (South Africa) (PTY) Ltd.\|Subsidiary\|100\|No\| \|33.\|TCS FNS PTY Limited\|Subsidiary\|100\|Yes\| # Holding/Subsidiary Information \|S. No.\|Name of the holding / subsidiary/ (A)\|Indicate whether holding/ Subsidiary entity listed\|% of shares held by column A\|Does the entity participate in the Business Responsibility initiatives of the listed entity? (Yes/No)\| \|---\|---\|---\|---\|---\| \|34.\|TCS Financial Solutions (Beijing) Co., Ltd.\|Subsidiary\|100\|Yes\| \|35.\|TCS Financial Solutions Australia Pty Limited\|Subsidiary\|100\|Yes\| \|36.\|TCS Iberoamerica SA\|Subsidiary\|100\|Yes\| \|37.\|TCS Solution Centre S.A.\|Subsidiary\|100\|Yes\| \|38.\|Tata Consultancy Services Argentina S.A.\|Subsidiary\|100\|Yes\| \|39.\|Tata Consultancy Services Do Brasil Ltda\|Subsidiary\|100\|Yes\| \|40.\|Tata Consultancy Services De Mexico S.A., De C.V.\|Subsidiary\|100\|Yes\| \|41.\|Tata Consultancy Services Chile S.A.\|Subsidiary\|100\|Yes\| \|42.\|TCS Inversiones Chile Limitada\|Subsidiary\|100\|Yes\| \|43.\|TATASOLUTION CENTER S.A.\|Subsidiary\|100\|Yes\| \|44.\|TCS Uruguay S.A.\|Subsidiary\|100\|Yes\| \|45.\|MGDC S.C.\|Subsidiary\|100\|Yes\| \|46.\|Tata Consultancy Services Qatar L.L.C.\|Subsidiary\|100\|No\| \|47.\|Tata Consultancy Services UK Limited (formerly W12 Studios Limited)\|Subsidiary\|100\|Yes\| \|48.\|TCS Business Services GmbH\|Subsidiary\|100\|Yes\| \|49.\|Tata Consultancy Services Ireland Limited\|Subsidiary\|100\|Yes\| \|50.\|TCS Technology Solutions AG (formerly Postbank Systems AG)\|Subsidiary\|100\|No\| \|51.\|Saudi Desert Rose Holding B.V.\|Subsidiary\|100\|Yes\| \|52.\|Tata Consultancy Services Bulgaria EOOD\|Subsidiary\|100\|Yes\| \|53.\|Tata Consultancy Services Guatemala, S.A.\|Subsidiary\|100\|No\| # VI. CSR Details (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) Yes (ii) Turnover (in `) ` 191,754 crore (iii) Net worth (in `) ` 89,139 crore # VII. Transparency and Disclosures Compliances # 23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct: \|Stakeholder group from whom complaint is received\|Grievance Redressal Mechanism in Place (Yes/No)\|(If Yes, then provide web-link for grievance redress policy)\|Number of complaints filed during the year\|Number of complaints pending resolution at close of the year\|Remarks\|Number of complaints filed during the year\|Number of complaints pending resolution at close of the year\|Remarks\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Communities\|Yes\|https://on.tcs.com/Global-CSR-Policy\|0\|0\|-\|0\|0\|-\| \|Investors (other than shareholders)\|NA\|NA\|NA\|NA\|NA\|NA\|NA\|NA\| \|Shareholders\|Yes\|As per SEBI Listing Regulations.\|87\|-\|-\|86\|-\|-\| \|Employees\|Yes\| \|190\|14\| \|287\|33\| \| \|Customers\|Yes.\|Escalation mechanisms are defined in individual client contracts and addressed as per TCS Quality Policy.\|65\|9\| \|59\|4\| \| \|Value Chain Partners\|https://on.tcs.com/WhistleBP\| \|0\|0\|-\|0\|0\|-\| 11 GRI 2-25 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 192 # 24. Overview of the entity's material responsible business conduct issues Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format \|S. No.\|Material issue identified\|Indicate whether\|Rationale for identifying the risk / opportunity\|In case of risk, approach to adapt or mitigate\|Financial implications of the risk or opportunity\| \|---\|---\|---\|---\|---\|---\| \|1\|Talent management:\|Risk\|Risk of failure in any of the elements of talent management can impact the Company's ability to fulfill demand and grow its revenues.\|Kindly refer the Enterprise Risk Management section in Management Discussion and Analysis\|Negative\| \|2\|Social responsibility: Health and Wellness of TCS employees and associates\|Risk\|Has a direct impact on the health of TCS employees besides productivity impact.\|Kindly refer to the Employee Health and Wellbeing section of Management Discussion and Analysis\|Negative\| \|3\|Environmental Footprint: Climate change\|Risk\|Extreme weather events due to climate change pose a physical risk of disruption to the company's operations, and the safety and wellbeing of its employees. Additionally, economic disruptions due to transition risks can impact the company's growth and profitability.\|Kindly refer to the Enterprise Risk Management section in Management Discussion and Analysis.\|Negative\| \| \| \|Opportunity\|As TCS' customers respond to climate change actions, the company is seeing opportunities to provide technology-led solutions to help them achieve their sustainability goals.\|Kindly refer the Enterprise Risk Management section in Management Discussion and Analysis\|Positive\| 12 GRI 3-2 13 GRI 3-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 193 \|S.
No.\|Material issue identified\|Indicate whether risk or opportunity\|Rationale for identifying the risk / opportunity\|In case of risk, approach to adapt or mitigate\|Financial implications of the risk or opportunity\| \|---\|---\|---\|---\|---\|---\| \|4\|Environmental Footprint - Water management\|Risk\|Water scarcity can impair the company's operations and disrupt business.\|Employee education around saving water, more efficient use of water in campuses, Rain water harvesting, recycling of waste water.\|Negative\| \|5\|Environmental Footprint - Waste management\|Risk\|Inadvertent non-compliance to existing and emerging regulations around recycling and the circular economy can result in economic penalties and reputation damage.\|Reduction in waste generation, maximization of recycling and reuse.\|Negative\| \|6\|Social Responsibility - Alignment with Local Communities\|Risk\|The business must be rooted in community and be aligned with the community's larger interests. Any adversarial relationship can hurt the company's ability to create longer term value.\|Fostering local communities, job creation, skill development, supporting local relief efforts where required in times of crisis and paying taxes.\|Negative\| \| \| \|Opportunity\|Structural interventions around generating greater interest in STEM education and STEM careers in the younger generation, can address talent scarcity issues in the future and help build TCS' brand reputation for alignment with local communities.\| \|Positive\| \|7\|Corporate Governance - Board oversight, Conflict of Interest, Ethics, Risk and Compliance, Succession Planning\|Risk\|Strong corporate governance is core to achieving the organization's mission and any risks can undermine stakeholder trust, damage reputation and disrupt business.\|Kindly refer to "Material aspects and TCS' approach to them" in Corporate Governance Report\|Negative\| # SECTION B: MANAGEMENT AND PROCESS DISCLOSURES \|Disclosure Questions\|P\|P\|P\|P\|P\|P\|P\|P\|P\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements.\| \| \| \| \| \| \| \| \| \| \|The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows:\| \| \| \| \| \| \| \| \| \| \|P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability\| \| \| \| \| \| \| \| \| \| \|P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle\| \| \| \| \| \| \| \| \| \| \|P3 Businesses should promote the wellbeing of all employees\| \| \| \| \| \| \| \| \| \| \|P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized\| \| \| \| \| \| \| \| \| \| \|P5 Businesses should respect and promote human rights\| \| \| \| \| \| \| \| \| \| \|P6 Business should respect, protect, and make efforts to restore the environment\| \| \| \| \| \| \| \| \| \| \|P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner\| \| \| \| \| \| \| \| \| \| \|P8 Businesses should support inclusive growth and equitable development\| \| \| \| \| \| \| \| \| \| \|P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner\| \| \| \| \| \| \| \| \| \| \|Policy and management processes\|1\|2\|3\|4\|5\|6\|7\|8\|9\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|1. a. Whether your entity's policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No)\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\| \|b. Has the policy been approved by the Board? (Yes/No)\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\| \|c.
Web Link of the Policies, if available\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy\| \|2. Whether the entity has translated the policy into procedures. (Yes / No)\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\| \|3. Do the enlisted policies extend to your value chain partners? (Yes/No)\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\| 14 GRI 2-23 15 https://on.tcs.com/Tata-Code-Of-Conduct 16 https://on.tcs.com/WhistleBP 17 https://www.tcs.com/sustainability-strategy 18 HR policies available to employees on Ultimatix, TCS Intranet 19 https://on.tcs.com/Global-CSR-Policy 20 https://on.tcs.com/Environmental-Policy 21 GRI 2-24 22 GRI 2-23 # Disclosure Questions \| \|P\|P\|P\|P\|P\|P\|P\|P\|P\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|4. Name of the national and international codes/certifications/ labels/ standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle.\|Y23\|Y24\|Y25\|NA\|Y26\|Y27\|NA\|NA\|NA\| \|5. Specific commitments, goals and targets set by the entity with defined timelines, if any.\|N\|N\|N\|N\|N\|Y29\|N\|N\|N\| \|6. Performance of the entity against the specific commitments, goals and targets along-with reasons in case the same are not met.\|NA\|NA\|NA\|NA\|NA\|Y30\|NA\|NA\|NA\| 23 TATA Code of Conduct 24 iQMSTM, TCS' Integrated Quality Management System, comprehensively integrates the requirements and best practices of the latest industry models, frameworks and standards such as ISO 9001:2015, ISO 20000:2018, ISO 27001:2013, ISO 22301:2019, ISO 27701:2019, ISO 20017:2015, ISO 27018:2019, CMMI® DEV v 2.0 and CMMI® SVC v2.0; Health Safety and Environment Standards ISO 14001, ISO 45001; as well as industry domain specific standards such as AS9100 (Aerospace), TL9000 (Telecom) and ISO 13485 (Medical Devices). 25 ISO 45001:2018 26 TCS is aligned with international laws, principles, and norms, including those contained in the Universal Declaration of Human Rights, ILO Declaration on Fundamental Principles and Rights at Work, United Nations Guiding Principles on Business and Human Rights and are a signatory to the UN Global Compact (UNGC) since 2006. 27 ISO 14001:2015, ISO 50001:2018 28 GRI 3-3 29 70% Reduction in absolute Scope 1 + Scope 2 emissions (vs base year 2016), Net zero by 2030 30 25% Reduction in absolute carbon emissions Y-o-Y; Renewable energy use at 37.2% # Governance, leadership and oversight 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity has flexibility regarding the placement of this disclosure) TCS has set forth its new carbon reduction goal to reduce its absolute greenhouse gas emissions across Scope 1 and Scope 2 by 70% by 2025 (over 2016 base year), and to achieve net zero emissions by 2030. The new goal is after having achieved the previous target of reducing its specific carbon footprint by half by 2020 (versus baseline year FY 2008), ahead of schedule. N G Subramaniam, COO & Executive Director, TCS: "Our net zero goal underlines our renewed commitment to environmental stewardship.
To curb emissions and limit global warming to well below 2, preferably to 1.5 degrees Celsius, compared to pre-industrial levels, all organizations will have to reimagine existing business models and aim for sustainable growth. We are in a unique position to combine our purpose-driven world view with digital innovation to not only drive our own sustainability, but also partner with customers, civil society and governments to lead and shape solutions for a sustainable future," File: AR_TCS_2021_2022.md At the core of TCS' strategy to reduce its carbon footprint is improved energy efficiency through the addition of more green buildings to the company's real estate portfolio, reduction of IT system power usage, and the use of TCS Clever Energy™, which leverages IoT, machine learning and AI to optimize energy consumption across campuses. TCS' Vision 25x25 is a strategic lever that delinks TCS' business growth from campus expansion, and brings down emissions related to employee commutes and business travel. Other elements of the company's net zero aspiration include greater use of renewable sources of energy and carbon removal offsets. Environmental targets and achievements are part of Natural Capital section, which is on Page 31 of Integrated Annual Report. 31 GRI 2-22 32 https://www.tcs.com/tcs-targets-net-zero-emissions-by-2030 # 8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy (ies). # 9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details. # Disclosure Questions Name: Milind Lakkad Designation: Chief Human Resources Officer Telephone number: 022 67789999 E-mail id: [email protected] The Stakeholders' Relationship Committee (SRC) of the Board of Directors is responsible for decision making on sustainability related issues. \|DIN\|Name\|Designation\| \|---\|---\|---\| \|03611983\|Dr. Pradeep Kumar Khosla\|Chairman\| \|00008886\|Keki Mistry\|Member\| \|06365813\|Rajesh Gopinathan\|Member\| # 10. Details of Review of NGRBCs by the Company: \|Subject for Review\|Indicate whether review was undertaken by Director / Committee of the Board/ Any other Committee\|Frequency: Annually (A) / Half yearly (H) / Quarterly (Q) / Any other - please specify\| \|---\|---\|---\| \|Performance against above policies and follow up action\|Y Y Y Y Y Y Y Y Y\|Q H Q Q Q H H Q Q\| \|Compliance with statutory requirements of relevance to the principles, and, rectification of any non-compliances\|Statutory Compliance Certificate on applicable laws is provided by the CEO to the Board of Directors.\|Quarterly\| # 11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency. \|N\|Y\|Y\|N\|N\|Y\|N\|N\|N\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Annual where applicable\|Annual where applicable\|Annual where applicable\|Annual where applicable\|Annual where applicable\|Annual where applicable\|Annual where applicable\|Annual where applicable\|Annual where applicable\| # 12. If answer to question (1) above is "No" i.e. not all Principles are covered by a policy, reasons to be stated: Not Applicable 33 GRI 2-13 34 GRI 2-9 35 GRI 2-5 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 197 # SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key processes and decisions. The information sought is categorized as "Essential" and "Leadership". While the essential indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible. # PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable. # Essential Indicators 1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year36: \|Segment\|Total number of training and awareness programmes held\|Topics / principles covered under the training\|%age of persons in respective category covered by the awareness programmes\| \|---\|---\|---\|---\| \|Board of Directors\|10\|All\|100.0%\| \|Key Managerial Personnel\|10\|All\|100.0%\| \|Employees other than BoD and KMPs\|17,969\|All\|98.5%\| Note: - All the principles laid down in BRSR are covered by TCS mandatory trainings and Tata Code of Conduct (TCoC), which is adhered to by all employees. - Awareness programs covering the applicable principles were held and attended by all respective committee members of the Board and/or the Board of Directors.
Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators / law enforcement agencies / judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity's website)37: \|NGRBC Principle\|Name of the regulatory / enforcement agencies / judicial institutions\|Monetary Amount (In INR)\|Brief of the Case\|Has an appeal been preferred? (Yes/No)\| \|---\|---\|---\|---\|---\| \|Penalty/ Fine\|NIL\|NIL\|NA\|NA\| \|Settlement\|NIL\|NIL\|NA\|NA\| \|Compounding fee\|NIL\|NIL\|NA\|NA\| # Non-Monetary \|NGRBC Principle\|Name of the regulatory / enforcement agencies / judicial institutions\|Brief of the Case\|Has an appeal been preferred? (Yes/No)\| \|---\|---\|---\|---\| \|Imprisonment\|NIL\|NA\|NA\| \|Punishment\|NIL\|NA\|NA\| 37 GRI 2-27 Business Responsibility & Sustainability Report \| 198 # 3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed. \|Case Details\|Name of the regulatory / enforcement agencies / judicial institutions\| \|---\|---\| \|NA\|NA\| # 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy Yes. The TCoC contains guidelines on anti-bribery and anti-corruption. TCS is committed to upholding the highest moral and ethical standards, and does not tolerate bribery or corruption in any form. The policy is available on the company website at: https://on.tcs.com/Tata-Code-Of-Conduct # 5. Number of Directors/KMPs/employees against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption: \| \|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|Directors\|NIL\|NIL\| \|KMPs\|NIL\|NIL\| \|Employees\|3 (Under fraud)\|2 (under Fraud)\| Note: - Data specific to India. Cases pertain to employees in continued employment, where investigation by law enforcement agencies is underway, pending conclusion. # 6. Details of complaints with regard to conflict of interest: \| \|FY 2021-22\| \|FY 2020-21\| \| \|---\|---\|---\|---\|---\| \|Number of complaints received in relation to issues of Conflict of Interest of the Directors\|NIL\|NIL\|NIL\|NIL\| \|Number of complaints received in relation to issues of Conflict of Interest of the KMPs\|NIL\|NIL\|NIL\|NIL\| # 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest. Not Applicable 38 GRI 2-23 39 GRI 205-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 199 # PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe # Essential Indicators 1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively. \|Amount in ` crore\|FY 2021-22\|FY 2020-21\|Details of improvements in environmental and social impacts\| \|---\|---\|---\|---\| \|R&D\|2,242\|1,917\|TCS' investments in research and innovation have resulted in solutions like Envirozone™, Clever Energy and IP2™. TCS has been using Clever Energy for the last few years to reduce its energy consumption, and is now commercially selling it and the other two solutions to clients to help them achieve their sustainability goals. Additionally, TCS has been investing in building green campuses (IGBC certified). All of this, along with greater use of renewable energy has helped TCS bring down its carbon footprint by 66% versus base year 2016.\| \|Capex\|2,964\|3,139\| \| 2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No) Yes. TCS' Sustainable Supply Chain policy and Green Procurement policy outline its commitment to making its supply chain more responsible and sustainable. The policies are available on our website: \|TCS Policy\|Web link\| \|---\|---\| \|Sustainable Supply Chain policy\|https://on.tcs.com/SSCP\| \|Green Procurement policy\|https://on.tcs.com/GPP\| b. If yes, what percentage of inputs were sourced sustainably? 100% of TCS' suppliers are covered in the responsible sourcing program. 3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. TCS is an IT Consulting Services and Business Solutions company and does not manufacture any products hence this question is not applicable to the company's operations. TCS has defined processes in place for reuse, recycle and safe end-of-life disposal for the products used in its operations. TCS conducts audit on waste recycling vendors for the safe disposal of e-waste, used lube oil, battery waste and other hazardous waste.
40 TCS Energy Management Solution - TCS AR FY 2016-17 41 GRI 308-1 42 GRI 306-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 200 # 4. Whether Extended Producer Responsibility (EPR) is applicable to the entity's activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same. No. EPR is not applicable to TCS. # PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains # Essential Indicators # 1. a. Details of measures for the well-being of employees43: \|Category\|Total (A)\|Health Insurance\| \|Accident Insurance\|Maternity benefits\| \|Paternity benefits\| \| \|Day care facilities\| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \| \|Number (B)\|% (B/A)\|Number (C)\|% (C/A)\|Number (D)\|% (D/A)\|Number (E)\|% (E/A)\|Number (F)\|% (F/A)\| \| \|Permanent Employees\|Male\|325,241\|325,241\|100\|325,241\|100\|NA\|NA\|57\|0.02\|NA\|NA\| \|Female\|182,945\|182,945\|100\|182,945\|100\|182,945\|100\|0\|0\|NA\|NA\| \| \|Total\|508,186\|508,186\|100\|508,186\|100\|182,945\|36\|57\|0.01\|NA\|NA\| \| \|Other than Permanent Employees\|Male\| \| \| \| \| \| \| \| \| \| \| \| \|Female\| \| \| \|Vendors and Contractors are required to adhere with the statutory compliance as per the state rules.\| \| \| \| \| \| \| \| \| \| \|Total\| \| \| \| \| \| \| \| \| \| \| \| Note: - Data specific to India. - Paternity Leave benefit is applicable only to employees of the erstwhile eServe. - There are no day-care facilities on TCS premises. TCS has location wise tie-ups with third-party run day care centers, which employees can avail of. 43 GRI 401-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 201 # 2. Details of retirement benefits, for Current FY and Previous Financial Year \|Benefits\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|PF\|100\|100\| \|Gratuity\|100\|100\| \|ESI\|6\|8\| \|SA\|6\|7\| \|NPS\|1\|1\| Note: * Data specific to India. # 3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard. Yes # 4. Equal opportunity policy Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy. Yes. The Tata Code of Conduct can be accessed at: https://www.tcs.com/tata-code-of-conduct. Additionally, there is a Disability Inclusion Policy governing TCS' India operations, available to employees on the company's local intranet. 44 GRI 201-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 202 # 5. Return to work and Retention rates of permanent employees that took parental leave \|Gender\|Permanent employees\|Return to work rate\|Retention rate\|Total employees in respective category\|No. of employees who are part of association(s) or Union\|% (B / A)\|Total employees in respective category\|No. of employees who are part of association(s) or Union\|% (D / C)\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Male\| \|89%\|88%\| \| \| \| \| \| \| \|Female\| \|89%\|93%\| \| \| \| \| \| \| \|Total\| \|89%\|93%\| \| \| \| \| \| \| Note: - Data specific to India. # 6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief. \|Permanent Employees\|Other than Permanent Employees\| \|---\|---\| \|Yes, the employees can use the "Employee Concerns" application to log their grievances in TCS internal portal, which will be addressed by the respective stakeholders within the stipulated timelines.\|Non-Permanent employees can raise the grievances via Email to the concerned stakeholders.\| # 7. Membership of employees and worker in association(s) or Unions recognised by the listed entity: \| \| \| \| \|Total\|No. of employees who are part of association(s) or Union\|% (B / A)\|Total\|No. of employees who are part of association(s) or Union\|% (D / C)\| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \| \| \| \|508,186\|55\|0.01\|415,649\| \|61\|0.01\| \| \| \| \|Male\|325,241\|55\|0.02\|263,178\| \|61\|0.02\| \| \| \| \|Female\|182,945\|0\|0.0\|152,471\|0\|0.0\| \| # 8. Details of training given to employees and workers: Training and engagement are an important element for safety awareness. Health and safety training is imparted to employees as a part of the induction module at the time of joining to achieve minimum mandatory health and safety (H&S) competence combined with an annual refresher web based training. Further, TCS engages employees on H&S through various. Note: - Data specific to India. Communication channels like webinars trainings, posters, events, emails, floor meetings, skits, videos, and blog/posts on TCS intranet. Several campaigns like the Road Safety Awareness, Ergonomics Awareness, Fire Safety awareness, Incident reporting engage employees to make them more aware and safety conscious.
# The number of employees who have completed the refresher training is given below: \|Category\|FY 2021-22\| \| \|FY 2020-21\| \| \| \|---\|---\|---\|---\|---\|---\|---\| \| \|Total (A)\|No. (B)\|% (B/A)\|Total (D)\|No. (E)\|% (E/D)\| \|Employees\|Male\|379,942\|374,645\|98.6\|367,461\|96.7\| \| \|Female\|210,720\|205,656\|97.6\|201,314\|95.5\| \| \|Total\|590,662\|580,301\|98.2\|568,775\|96.3\| \| \| \|475,694\|462,209\|97.2\|448,770\|94.3\| Note: - The above data includes all Mandatory Policies related training including Health and Safety. - The above data is based on Globally reported training and excludes employees on Leave Without Pay. - Based on TCS' global headcount of permanent employees. Excludes employees of non-wholly owned subsidiaries. # Details of performance and career development reviews of employees and worker: \|Category\|FY 2021-22\| \| \|FY 2020-21\| \| \| \|---\|---\|---\|---\|---\|---\|---\| \| \|Total (A)\|No. (B)\|% (B/A)\|Total (C)\|No. (D)\|% (D/C)\| \|Employees\|Male\|251,176\|248,972\|99.1\|274,310\|271,546\| \| \|Female\|131,896\|130,857\|99.2\|153,413\|151,473\| \| \|Total\|383,072\|379,829\|99.2\|427,723\|423,019\| Note: - Data specific to India. 49 GRI 404-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 204 # 10. Health and safety management system: # a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system? Yes. TCS is certified to ISO 45001:2018 Occupational Health and Safety (OHS) Management System standard across 124 of its facilities worldwide in FY 2022. These certified locations constitute 82% of office footprint and >96% of people footprint operating from these locations. TCS has a well-defined Occupational Health and Safety (OHS) policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported. The board-level Stakeholders' Relationship Committee reviews the company's health and safety performance on a half yearly basis. Over 96% of the workforce is represented in joint management-employee health and safety committees that monitor, advise and drive occupational, health and safety initiatives. # b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? Mitigation plan and controls are provided to eliminate the identified hazards and risks. # c. Whether you have processes for employees to report the work related hazards and to remove themselves from such risks. (Y/N) Yes. TCS has a safety incident reporting and management process to ensure that all work-related incidents (which include accidents, near-misses, unsafe conditions and unsafe acts) are reported and closed after taking necessary corrective actions. This is enabled through an online safety incident reporting tool which is accessible to all TCS employees to facilitate transparent reporting. The platform also supports incident investigation and corrective action with the perspective of eliminating hazards and preventing incidents. # d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No) Yes. TCS recognizes that overall physical and mental wellbeing of its employees is integral to its success and growth aspirations. TCS has a people focus approach by involving consulting and training employees on physical health, mental health, and wellbeing. As a part of ISO 45001:2018 Occupational Health and Safety Management System, TCS has a documented procedure to carry out assessment of work-related hazards and risks for all routine and non-routine activities carried out at any location. Hazard and risk identification is carried out by the process owners in consultation with the safety experts. The process owners are responsible to ensure adequate controls are identified and implemented to control the identified OHS risks. TCS has taken a holistic approach to well-being and redefined them to be relevant in these trying times of pandemic. These well-being programs were reimagined to look at various aspects such as COVID-19 support, mental health, ergonomic health, physical health, and safety at home, delivered through digital channels, hospital insurance services, occupational health services and through seamless integration of all stakeholders. TCS Cares initiative has instituted programs for associates. 50 GRI 403-1 51 GRI 403-2 52 GRI 403-2 53 GRI 403-6 Business Responsibility & Sustainability Report \| 205 and their families to help cope with the mental stress and anxiety. TCS has been promoting health and wellbeing of employees through Yoga, Fit4Life and similar initiatives. TCS has occupational health centers (OHC) at TCS facilities in India. The employees and contractors who are working at these facilities have access to non-occupational medical and healthcare services as well. Beyond the OHCs, TCS provides comprehensive medical and healthcare services to employees through the company provided medical insurance to employees and their dependents. In overseas geographies, non-occupational medical and healthcare services are provided as per the country regulations.
To ensure physical fitness, TCS also has recreational facilities and gymnasiums at many of its facilities for the benefit of the employees. TCS, through its TCS Cares initiative, instituted programs for employees and their families to help cope with the mental stress and anxiety. Online counselling sessions and self-help resources saw an increase in usage. Interactive sessions for grief support as well as extending individual grief counselling to employees through proactive HR connects and reach outs were conducted to extend support to employees battling with losses. Also, a special series of burnout support offerings were deployed to increase awareness and create support strategies for burnout. HR connects were strengthened through Emotional Wellbeing SOPs. Special sessions were organized for stress management for leadership teams for managing the new normal Peer counselling for HRs was done to equip them to handle mental health cases coming from employees. A special series of "Respond with Care" offerings, highlighting hope and positive psychology, providing basic emotional first aid skills is also being provided to HRs, Managers and employees. # Integrated Annual Report 2021-22 # 11. Details of safety related incidents Typical to any service sector company operating out of office-based premises, most common injuries occur due to slips, trips and falls or being struck by stationary objects, road accidents in company provided transport. TCS ensures capturing all types of incidents including accidents, near-misses and safety observations and ensuring 100% closure of the reported incidents with appropriate corrective and preventive actions. The safety incident statistics is given below - \|Safety Incident/Number\|Category\|FY 2021-22\|FY 2020-21\| \| \|---\|---\|---\|---\|---\| \|Lost Time Injury Frequency Rate\| \|0.0032\|0.0044\| \| \|(LTIFR) (per one million-person hours worked)\|Total recordable work-related injuries\|Employees\|4\|5\| \|No. of fatalities\| \|0\|0\| \| \|High consequence work-related injury\|or ill-health (excluding fatalities)\|0\|0\| \| # 12. Describe the measures taken by the entity to ensure a safe and healthy work place. TCS recognizes that occupational, health & safety (OHS) and overall physical and mental wellbeing of its employees is integral to its success and growth aspirations as spelled out in its OHS Policy. TCS is committed to provide safe workplaces focusing on preventing injuries, illnesses, and continuously strives to eliminate hazards and reduce OHS risks. 54 GRI 403-9, GRI 403-10 55 GRI 403-2, GRI 3-3, GRI 403-9, GRI 403-10 Business Responsibility & Sustainability Report \| 206 # Key Occupational Health Related Risks Key occupational health related risks are associated with the key generic H&S risks identified typical to TCS' nature of operations include workplace ergonomics risks arising due to computer usage, indoor air quality, workplace illumination and noise and fire risk typical to an office building and general office risks including slips, trips, falls, electrical shock, etc. Hazard identification and risk assessment process is conducted to has helped identify each such risk and ensure that proper mitigation measures are put in place to create a healthy and safe work environment. # Mitigation Measures Some of the mitigation measures to prevent or mitigate significant occupational health & safety impacts include: - Provision and maintenance of fire detection, alarm and suppression systems - Regular site review, inspections and audits to assess safety preparedness - Regular mock drills for fire as well as medical emergencies - Provision of ergonomically designed chairs and workstations to prevent musculoskeletal disorders (MSD's) and low radiation computer monitors for better visual health - Digital monitoring of indoor air quality and periodic cleaning of the HVAC ducts to avoid sick building syndrome - Regular training on occupational health & safety training to sensitize employees on OHS aspects to inculcate a culture of safety - Employee engagement campaigns on health & safety topics such as fire safety, road safety, emergency evacuation, ergonomics among others # Number of Complaints \| \|FY 2021-22\|FY 2021-22\|FY 2021-22\|FY 2020-21\|FY 2020-21\|FY 2020-21\| \|---\|---\|---\| \| \|Filed\|Pending\|Remarks\|Filed\|Pending\|Remarks\| \|Working Conditions\|40\|0\| \|44\|0\| \| \|Health & Safety\| \| \| \| \| \| \| # Assessments for the Year % of your plants and offices that were assessed (by entity or statutory authorities or third parties) Health and safety practices: TCS has 124 locations globally certified with ISO 45001:2018, Occupational Health & Safety Standards. 100% of offices have been audited during FY 2022 by qualified internal auditors at TCS. Every year, one third of TCS' locations are identified to be sampled for external/ third party audits. In FY 2022 about 30% of TCS' offices have undergone ISO 45001:2018 audits by External Auditors / third parties. Hence, out of 124 locations globally, TCS has 38 of them undergo external audits by TUV Nord for occupational health & safety.
There were no statutory audits conducted on health and safety practices in FY 2022 for any of the offices in India. There are no major H&S risks associated with TCS services as the company provides customized software solutions and IT services. 56 GRI 2-25 57 GRI 3-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 207 % of your plants and offices that were assessed (by entity or statutory authorities or third parties) # Working Conditions TCS locations are subject to site safety inspections and reviews periodically by internal health & safety team with the perspective of checking any health, hygiene and safety hazards and mitigating them. As a part of ISO 45001:2018 audits, TCS locations undergo a site review and assessment to check deployment of operational controls. 100% of TCS' sites get checked and inspected for health and safety aspects during each year. # 15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions. There were a few road/transport, slip, trip and fall related incidents during the year which have been investigated and closed with necessary corrective and preventive actions. Defensive driving focus and behavioral based safety practices have been emphasized as corrective measures. # PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders # Essential Indicators # 1. Describe the processes for identifying key stakeholder groups of the entity. TCS engages with a broad spectrum of stakeholders, to deepen its insights into their needs and expectations, and to develop sustainable strategies for the short, medium and long term. Stakeholder engagement also helps to manage risks and opportunities in business operations. The key stakeholders identified in consultation with the company's management are: customers, employees, shareholders, academic institutions, head-hunters, staffing firms, other suppliers, partners and collaborators, industry bodies such as NASSCOM and CII, governments, NGOs, local communities, regulators and society at large. Some other stakeholders that TCS closely engages with - such as industry analysts, equity analysts, and the news media - are proxies for other named stakeholders - i.e. customers, shareholders, and society at large, respectively. Stakeholder interactions might be structured (e.g. surveys, account statements) or unstructured (town halls, 1x1 meetings). Based on mutual convenience and need, the engagement may be scheduled as needed, or pre-scheduled on a periodic basis (fortnightly/ monthly/ quarterly/ annual) or continuous (e.g. website, social media). 58 GRI 403-10 File: AR_TCS_2021_2022.md 59 GRI 2-29 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 208 # 2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group \|Stakeholder Group\|Whether identified as Vulnerable & Marginalized Group (Yes/No)\|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other\|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)\|Purpose and scope of engagement including key topics and concerns raised during such engagement\| \|---\|---\|---\|---\|---\| \|Customers\|No\|As needed: Project-related calls and meetings; project management reviews; relationship meetings and reviews; executive meetings and briefings; customer visits; responses to RFIs/RFPs; sponsored events; mailers; newsletters; brochures\|- Continuous: TCS website; social media (LinkedIn, Twitter, Facebook, Instagram, YouTube) - Half-yearly: Customer satisfaction surveys - Annual: Customer summits; Innovation days; Executive customer surveys; Sponsored Community events \|- Understanding client, industry and business challenges - Identifying opportunities to improve TCS' service and products for cross-selling - Deciding on investments and capabilities required to fulfil demand - Understanding client's data privacy and security requirements \| \|Shareholders\|No\|As needed: Press releases and press conferences; email advisories; facility visits; in-person meetings; investor conferences; non-deal roadshows; conference calls\|- Quarterly: Financial statements in IndAS and IFRS; earnings call; exchange notifications; press conferences - Half Yearly: CEO message on half-yearly financial performance and summary of significant events - Continuous: Investors page on the TCS website - Annual: Annual General Meeting; Annual Report \|- Educating the investor community about TCS integrated value creation model and business strategy for the long term - Helping investors voice their concerns regarding company policies, reporting, strategy, etc.
- Understanding shareholder expectations \| 60 GRI 2-29 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 209 \|Stakeholder Group\|Whether identified as Vulnerable & Marginalized Group (Yes/No)\|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other\|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)\|Purpose and scope of engagement including key topics and concerns raised during such engagement\| \|---\|---\|---\|---\|---\| \|Employees\|No\|As needed: Town halls; roadshows; project or operations reviews; video conferences; audio conference calls; one-on-one counselling\|- Monthly: @TCS (in-house magazine) - Continuous: TCS website; Ultimatix Notice Board; CEO Connect; CTO Blog; Corporate Corner; Knome; dipstick surveys; grievance redressal system - Annual: PULSE (employee feedback survey); long-service awards; sales meets; Blitz (business planning meet) \|- Career Management and Growth Prospects - Learning opportunities - Compensation structure - Building a safety culture and inculcating safe work practices among employees - Ongoing desire for more flexible working hours - Improving Diversity and Inclusion \| \|Partners and Collaborators\|No\|As needed: Meetings/calls; COINTM meetings; visits; partner events\|- Monthly: Conference calls - Quarterly: Business reviews - Annual: Partner events \|- Stronger partnerships - Demand Sustainability - Credit worthiness - Ethical Behavior - Fair Business Practices - Governance \| \|Academic Institutions\|No\|As needed: Academic Interface Program; Co-Innovation Network (COIN™) meetings\|- Continuous: TCS website; academic portal - Annual: Sangam (high-level academic conference); campus recruitment \|- Knowledge-exchange collaboration - Advancing the academic's research program / curriculum enhancement - Job creation - Internship opportunities - Faculty development \| \|Stakeholder Group\|Whether identified as Vulnerable & Marginalized Group (Yes/No)\|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other\|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)\|Purpose and scope of engagement including key topics and concerns raised during such engagement\| \|---\|---\|---\|---\|---\| \|Head-hunters; staffing firms; other suppliers\|No\|One-time: RFIs/RFPs; empanelment process\|As needed: Transactional meetings; periodic reviews; surveys\|* Diversity hiring initiatives and what are the biggest challenges\| \|Industry bodies, Regulators\|No\|As needed (need basis / usually 1-2 meetings in 3 months' basis): * Conferences and seminars, * working committee meetings, * surveys, * other meetings\|Annual: Conferences; summits\|* Ensure 100% compliance to all local laws\| \|Governments; NGOs; local communities; media, industry analysts, society at large\|No\|As needed: Governance RFIs/RFPs; presentations; project meetings; reviews; calls and meetings; surveys; consultative sessions; field visits; due diligence; calls and meetings; conferences and seminars; surveys; press releases; press conferences; media interviews and quotes; sponsored events, Analyst Days\|Continuous: TCS website\|* Understand areas for sustainable development * Communicate TCS' performance and strategy; * Manage TCS' brand and reputation; * Share and contribute to thought leadership and insight into public and business concerns; * Discuss TCS' response to responsible business issues; * Work in partnership to develop solutions to global challenges\| Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 211 # PRINCIPLE 5 Businesses should respect and promote human rights # Essential Indicators \|Category\| \|FY 2021-22\| \| \|FY 2020-21\| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\| \| \|Total (A)\|No. of employees covered (B)\|% (B / A)\|Total (C)\|No. of employees covered (D)\| \|% (D / C)\| \|Permanent\|590,662\|580,335\|98.3\|475,694\| \|462,172\|97.2\| \|Other than permanent\|17,609\|15,333\|87.1\|12,393\| \|10,826\|87.4\| \|Total Employees\|608,271\|595,668\|97.9\|488,087\| \|472,998\|96.6\| Note: - Training details for TCS Global headcount. 61 GRI 2-24 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 212 # 2. Details of minimum wages paid to employees in the following format62: \|Category\| \| \| \|FY 2021-22\| \| \| \| \|FY 2020-21\| \| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \|Total (A)\|Equal to Minimum Wage\|More than Minimum Wage\|Total (D)\|Equal to Minimum Wage\|More than Minimum Wage\| \| \| \| \| \| \| \| \| \| \|No. (B)\|% (B / A)\|No. (C)\|% (C / A)\| \|No. (E)\|% (E / D)\|No. (F)\|% (F / D)\| \| \|Permanent\|Male\|325,241\|726\|0.2\|324,515\|99.8\|263,178\|373\|0.1\|262,805\| \|99.9\| \| \|Female\|182,945\|557\|0.3\|182,388\|99.7\|152,471\|282\|0.2\|152,189\| \|99.8\| \|Other than Permanent\|Male\|9,924\|NA\|NA\|NA\|NA\|7,231\|NA\|NA\|NA\|NA\| \| \| \|Female\|7,685\|NA\|NA\|NA\|NA\|5,162\|NA\|NA\|NA\|NA\| \| Note: - Data specific to India - Other than Permanent category consists of contractors and interns. The professional fees / stipends paid to them are not comparable to the salaries paid to employees. 62 GRI 405-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 213 # 3.
Details of remuneration/salary/wages, in the following format63: \| \| \|Male\| \| \| \|Female\| \|---\|---\|---\|---\|---\|---\|---\| \| \|Number\|Median remuneration/ salary/wages of respective category (₹ Lakh per annum)\|Number\|Median remuneration/salary/ wages of respective category (₹ Lakh per annum)\| \| \| \|Board of Directors (BoD)\| \| \| \| \|Distribution provided below\| \| \|(a) Executive Directors\|2\| \|2,322.8\| \|-\|NA\| \|(b) Non-Executive Non-Independent Directors\|1\| \|Nil\|1\|Nil\| \| \|(c) Non-Executive Independent Directors\|4\| \|237.5\| \|1\|225.0\| \|Key Managerial Personnel\|4\| \|-\|-\| \|NA\| \|Employees other than BoD and KMP\| \| \| \| \|Distribution provided below\| \| \|(a) Junior\|161,708\| \|3.6\| \|112,476\|3.7\| \|(b) Middle\|144,162\| \|12.8\| \|67,274\|10.2\| \|(c) Senior\|19,234\| \|34.3\| \|3,195\|32.4\| # Notes: - At TCS, remuneration is the same for men and women working full-time, in the same grade, in the same role, and at the same location64. Gaps in median salary between genders at middle and senior levels is due to a higher proportion of women at the junior ends of each cohort. TCS' focused diversity and inclusion programs are expected to narrow this gap over time. - Data is specific to India. - The median remuneration of Non-Executive Directors is Nil (refer serial no. III(iv)(a) of the Corporate Governance Report) - Key Managerial Personnel includes CEO, COO, CFO, CS, erstwhile CFO and CS, who relinquished their offices with effect from April 30, 2021 and October 31, 2021 respectively. The median remuneration of the Executive Directors are covered as a part of BoD. Since the remuneration of CFO and CS is only for part of the year, their median remuneration has not been stated. - Remuneration details of BoD and KMPs are as published in Integrated Annual Report FY 2022. 63 GRI 2-19, GRI 2-21 64 GRI 405-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 214 # 4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business65? (Yes/ No) - Yes # 5. Describe the internal mechanisms in place to redress grievances related to human rights issues66. Reporting avenues have been provided for TCS' employees, customers, suppliers and other stakeholders to raise concerns or make disclosures when they become aware of any actual or potential violation of the Company Code, policies or law including human rights violation. Representations made in the reporting avenues are reviewed and appropriate action is taken on substantiated violations. # 6. Number of Complaints on the following made by employees and workers67: \|Type of Complaint\|FY 2021-22\| \|FY 2020-21\| \| \|---\|---\|---\|---\|---\| \| \|Filed during the year\|Pending resolution at the end of year\|Filed during the year\|Pending resolution at the end of year\| \|Sexual Harassment\|36\|16\|27\|8\| \|Discrimination at workplace\|1\|0\|1\|0\| \|Child Labour\|0\|0\|0\|0\| \|Forced Labour/Involuntary Labour\|0\|0\|0\|0\| \|Wages\|0\|0\|0\|0\| \|Other human rights related issues\|0\|0\|0\|0\| Notes: - Data specific to India - The above data is as on March 31, 2022 65 GRI 2-13 66 GRI 2-25 67 GRI 406-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 215 # 7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases Concerns on discrimination and harassment are dealt with confidentially. TCS does not tolerate any form of retaliation against anyone reporting good faith concerns. Anyone involved in targeting such a person raising such complaints will be subject to disciplinary action. # 8. Do human rights requirements form part of your business agreements and contracts? (Yes/No) Yes. # 9. Assessments for the year: \|Child labour\|TCS internally monitors compliance for all relevant laws and policies pertaining to these issues. There have been no observations by local statutory / third parties in India in FY 2022.\| \|---\|---\| \|Forced/involuntary labour\| \| \|Sexual harassment\| \| \|Discrimination at workplace\| \| \|Wages\| \| \|Others - please specify\| \| TCS uses multiple energy sources in its daily operations, electricity being the primary source. Majority of the electricity comes from conventional sources, but TCS has increased the share of renewable electricity (RE) over the years through onsite rooftop solar generation, third party procurement and purchase of Energy Attribute Certificate (EAC) (in select geographies). Other sources of energy include natural gas (mainly used for space heating/cooling), district heating and cooling, fuel used in company owned vehicles, cooking gas used in cafeteria and diesel used in diesel generators (mainly used as a back-up source for power shortages). The RE consumption as a % of total electricity consumption has increased from 15.6% in FY 2021 to 37.2% in FY 2022. The electricity used across India operations reduced by 6.5% Y-o-Y.
For global operations, there is an increase in total electricity use by 2.7% Y-o-Y due to the increased reporting boundary in FY 2022 covering operations in North America (NA), Asia Pacific (APAC), Europe and Middle East. # 10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 9 above. Not Applicable 68 GRI 2-25 69 GRI 2-23, GRI 2-24 70 GRI 302-1, GRI 302-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 216 # Details of total energy consumption (in Mega Joules) and energy intensity are provided in the table below: \|Parameter\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|From renewable sources\| \| \| \|Total electricity consumption (A)\|401,662,127\|163,892,956\| \|Total fuel consumption (B)\|0\|0\| \|Energy consumption through other sources (C)\|8,482,654\|0\| \|Total energy consumed from renewable sources (A+B+C)\|410,144,781\|163,892,956\| \|From non-renewable sources\| \| \| \|Total electricity consumption (D)\|672,917,518\|880,609,895\| \|Total fuel consumption (E)\|41,303,253\|38,154,387\| \|Energy consumption through other sources (F)\|0\|0\| \|Total energy consumed from non-renewable sources (D+E+F)\|714,220,770\|918,764,282\| \|Energy intensity per rupee of turnover (Total energy consumption/turnover in rupees)\|0.00058\|0.00066\| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any. Not Applicable # 3. Provide details of the following disclosures related to water in the following format: The sources of freshwater at TCS includes third party water (86.4%), groundwater (8.4%) and rainwater harvested (5.2%). TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All new campuses have been designed for higher water efficiencies, 100% treatment and recycling of sewage, and rainwater harvesting. The detailed break up is given below: \|Parameter\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|Water withdrawal by source (in kiloliters)\| \| \| \|(i) Surface water\|NIL\|NIL\| \|(ii) Groundwater\|121,756\|116,126\| \|(iii) Third party water\|1,243,889\|1,209,121\| \|(iv) Seawater / desalinated water\|NIL\|NIL\| \|(v) Others - Rainwater utilized\|75,314\|76,034\| \|Total volume of water withdrawal (in kiloliters) (i + ii + iii + iv + v)\|1,440,959\|1,401,280\| \|Total volume of water consumption (in kiloliters)\|1,319,696\|1,268,191\| \|Water intensity per rupee of turnover (Water consumed / turnover)\|0.0000007\|0.0000008\| 71 GRI 303-3, GRI 303-5 Business Responsibility & Sustainability Report \| 217 # Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation. Yes, TCS has achieved zero liquid discharge across all the campuses. TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All new campuses have been designed for 100% treatment and recycling of sewage, and rainwater harvesting. # 5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format: TCS being a service sector company does not have significant air emissions other than those arising from operation of DG sets during power outages. The DG stack emissions are sampled and analyzed by government approved laboratories and the reports are reviewed by the internal team to ensure compliance to the CTO conditions. These stack emission reports are submitted to government authorities (State Pollution Control Boards) as per consent conditions. These reports are also verified during internal and external audits to check compliance. # 6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: The Scope 1 emissions are from direct GHG sources like fuel used in company owned vehicles, diesel generators and cafeteria, fugitive emissions from refrigerants and fuel used for space heating. These amount to about 10.6%. \|Parameter\|Please specify\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\|---\| \|NOx\|NA\|NA\|NA\| \|SOx\|NA\|NA\|NA\| \|Particulate matter (PM)\|NA\|NA\|NA\| Scope 1 emissions have been calculated using the emissions factors published by the DEFRA conversion factors 2021. For Scope 2 emissions - for India, the source is the emissions factor in the CO2 Baseline Database for the Indian Power Sector, User Guide, Version 16.0, March 2021, published by the Central Electricity Authority of India.
For Australia, Canada, Europe, North America, New Zealand, Hong Kong and UK emission factors specific to the region published by local authorities are used. For other countries IEA v4 emission factors 2021 and GHG protocol/ IEA 2021 have been used. 72 GRI 303-1, GRI 303-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 218 # Carbon Footprint Analysis of the Scope 1 + Scope 2 carbon footprint in FY 2022. The remaining 89.4% is from indirect emissions, referred to as Scope 2 emissions, associated with purchased electricity. The breakup is provided as required in below table. \|Parameter\|Unit\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\|---\| \|Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)\|Metric tonnes\|16,684\|16,284\| \|- CO2\|tCO2e\|2,813\|2,789\| \|- CH4\|tCO2e\|1.38\|8.6\| \|- N2O\|tCO2e\|28.3\|4.7\| \|- HFC\|tCO2e\|13,841\|13,505\| \|Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)\|Metric tonnes\|141,045\|193,994\| \|Total Scope 1 and Scope 2 emissions per rupee of turnover\|tCO2e/INR\|0.00000008\|0.00000013\| \|Total Scope 1 and Scope 2 emission intensity (optional)74 - the relevant metric may be selected by the entity\| \| \| \| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). 74 TCS has not calculated the emission intensity per full time employee (FTE) during the pandemic years as the employees working out of offices was very less. # Green House Gas Emission Reduction Projects 7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details75. Yes. TCS has taken up the target to reduce its absolute Scope 1 and Scope 2 carbon footprint by 70% by 2025 and become net zero by 2030. To achieve these targets, the green-house gas management approach has four key levers - green infrastructure, green IT, IT-enabled operational efficiencies, and renewable energy. These energy efficiency initiatives have resulted in avoidance of GHG emissions of approximately 3,200 tCO2e in FY 2022. # Green Infrastructure and IT Enabled Operational Efficiency All new campuses owned by TCS are designed according to green building standards for energy and resource efficiency. They have roof top solar photovoltaic installations to reduce the carbon footprint. Currently, 34 TCS offices spanning across over 28.2 million sq. ft of office area, are certified green buildings by Indian Green Building Council (IGBC). These make up over 64.4% of TCS' total real estate portfolio in India. In FY 2022, projects were taken up to improve the energy efficiency in existing buildings as well through retrofits. Cooling systems were upgraded to efficient energy star rated appliances. UPS resizing and consolidation. Modular UPS were adopted where feasible. Other auxiliaries like pumps, cooling towers, etc. were also replaced. TCS' resource optimization center continues to help monitor the energy use on real time basis to optimize it further by leveraging AI and ML. # Green IT Green IT initiatives include a) IT Energy optimization in Data center and Equipment rooms and b) IT energy optimization in the delivery centers. Data center and Equipment room efficiency projects included replacement of over 75 GRI 305-5 Business Responsibility & Sustainability Report \| 219 # 20 UPSs and 30 cooling units with more efficiency systems. The company achieved PUE of 1.65 at the two owned-premise TCS data centers at Yantra Park and Siruseri. Looking forward, the company is incorporating next-gen green data center practices with futuristic and modular technologies like Modular UPS, Cold Aisle Containment, real time monitoring of temperature and energy consumption, etc. For IT energy optimization in the delivery center, the energy efficiency initiatives are through switching off/replacement of excess capacity/inefficient UPSs, replacement of desktops with laptops and improved rack per user ratio. # Renewable Energy The company continued to augment the roof top solar photo voltaic installations this year as well taking the total installed capacity to 10.2 MWp contributing to 3.76 percent of total electricity use in the reporting year. Solar roof top installations at Adibatla Hyderabad (2,154 kWp) and TCS Center Kochi (207 kWp) was completed within the reporting year. The company increased the renewable energy procurement through third party PPA for solar energy at TCS Siruseri office and switch over to green tariff for its operations in the states of Karnataka and Maharashtra. This resulted in an increase in the renewable energy use to 37.2% of the company's total energy use in FY 2022.
TCS is committed to improve the RE mix in its energy portfolio further in the coming years. # Carbon Neutrality The company has become carbon neutral across Scope 1 and Scope 2 carbon footprint for its operations in Asia Pacific (APAC)76, Europe and North America (NA) for FY 2022 in line with PAS 2060:2014 standards assured by Bureau Veritas India Limited. # Provide details related to waste management by the entity, in the following format77: \|Parameter\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|Total Waste generated (in metric tonnes)\| \| \| \|Plastic waste (A)\|42.9\|10.4\| \|E-waste (B)\|563\|16678\| \|Bio-medical waste (C)\|1.61\|-\| \|Construction and demolition waste (D)\|62.4\|-\| \|Battery waste (E)\|286\|175\| \|Radioactive waste (F)\|NA\|NA\| \|Other Hazardous waste. Please specify, if any. (G)\|27.6\|28.7\| \|Other Non-hazardous waste generated (H). Please specify, if any. (Break-up by composition i.e. by materials relevant to the sector)\|2,351\|1,794\| \|Total (A+B + C + D + E + F + G + H)\|3,384.5\|2,174.2\| # For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes) \|Category of waste\|(i) Recycled **\| \|---\|---\| \|Battery\|258\| 77 GRI 306-3; 306-4; 306-5 78 The value of e-waste generated in MT in FY 2021 pertains only to the consumer e-waste. FY 2022 value includes consumer and IT e-waste in MT Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 220 # Waste Management Report # Waste Generated \|Parameter\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|-E-waste\|583\|11579\| \|-Hazardous waste\|27.0\|20.6\| \|-Non-Hazardous waste\|1,077\|703\| \|-Plastic Waste\|38\|8.47\| \|-Construction & Demolition waste\|61.6\| \| \|(ii) Re-used\| \| \| \|(iii) Other recovery operations\| \| \| \|Total\|2,044.6\|1,037.1\| # Waste Disposal Methods \|Category of waste\|(i) Incineration\|(ii) Landfilling\|(iii) Other disposal operations\| \|---\|---\|---\|---\| \|-Biomedical waste\|1.61\| \| \| \|-Non-hazardous waste\|36.4\|1,112\| \| \|Total\|1,150\|813\| \| 100% of the regulated waste (hazardous wastes, e-waste, battery waste), plastic wastes, paper & packaging wastes are disposed through recycling. The generated quantities, if remaining at the end of the financial year for disposal, are stored at the facilities and recycled through approved/ authorized vendors. 79 The value for e-waste disposed in MT in FY 2021 pertains only to the consumer e-waste, as IT e-waste disposed was recorded in numbers in FY 2021 (26,479 units). FY 2022 value includes consumer and IT e-waste in MT. # Independent Assessment Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # Waste Management Practices 9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes80. TCS being an IT services and consulting organization, does not manufacture physical products and therefore does not use any hazardous or toxic chemicals in any of its processes. The company has offices and facility operations, and the waste is generated from the auxiliary processes used to run these facilities. Based on the nature of services, TCS' facilities mostly generate electronic, electrical, and municipal solid waste, and generate very less hazardous waste and do not use toxic chemicals. Potentially hazardous and regulated wastes such as lead-acid batteries and waste lube oil are generated in relatively smaller proportions which are disposed through government approved recyclers as per regulations. E-waste is disposed to government approved e-waste recyclers. TCS is committed to sustain the best practices that have already been institutionalized like segregation of all recyclable wastes, 100% compliance to management practices for regulated wastes like hazardous and e-waste and 100% recycling on printer and toner cartridges, paper and packaging wastes. TCS also ensures 100% disposal of biomedical waste (BMW) through govt authorized BMW disposal agencies in India as per regulatory requirements. The company targets to maximize the recycling and reuse of all waste categories to divert waste from landfill. 80 GRI 306-2 Business Responsibility & Sustainability Report \| 221 # 10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format: \|S. No.\|Location of operations/offices\|Type of operations\|Whether the conditions of environmental approval / clearance are being complied with? (Y/N)\|If no, the reasons thereof and corrective action taken, if any.\| \|---\|---\|---\|---\|---\| \|1\|TCS Kalinga Park, Chandaka Industrial Estate, Bhubanewar, Odisha\|Software Consultancy Services\|Yes, the company has obtained environmental clearance for the premises.
TCS office is located in the Special Economic Zone (SEZ) developed by the Odisha Industrial Infrastructure Development Corporation (IDCO).\| \| # 11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: \|Name and brief details of project\|EIA Notification No.\|Date\|Whether conducted by independent external agency (Yes / No)\|Results communicated in public domain (Yes / No)\|Relevant Web link\| \|---\|---\|---\|---\|---\|---\| \|Technocity, Trivandrum Located at Pallipuram, Trivandrum, Kerala. It is situated at about 22 Kms from Trivandrum International airport and about 10 Kms from the existing TCS campus at Technopark. The land for the project is leased from Technopark (a society wholly controlled by Kerala Government)\|SIA/KL/MIS/209935/2021, 1896/EC1/2021/SEIAA\|Oct 07, 2021\|Yes\|Yes\|Link\| File: AR_TCS_2021_2022.md \|TCS Siruseri New Tech Park SEZ is located at Egattur, Chennai, SIPCOT IT Park, Siruseri with built-up area of 3.2 Million sq. ft and with 20,000 no. of Employees. It is located at about 30 Kms from Chennai airport.\|SEIAA-TN/F.No:7790/EC/8(b)-770/20-21 dated 30.06.2021\|Jun 30, 2021\|Yes\|Yes\|Link\| 81 GRI 304-1 82 GRI 413-1, GRI 303-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 222 # 12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format: Yes, TCS has complied with applicable environmental law/regulations / guidelines applicable in India. No fine/penalty/action was initiated against the entity under any of the applicable environmental laws/regulation/guidelines. \|S. No.\|Specify the law / regulation / guidelines which was not complied with\|Provide details of the non-compliance\|Any fines / penalties / action taken by regulatory agencies such as pollution control boards or by courts\|Corrective action taken, if any\| \|---\|---\|---\|---\|---\| \|NA\|NA\|NA\|NA\|NA\| # Leadership Indicators 1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the following format: This information has been covered in Principle 6, Q1 of the Essential Indicators. 83 GRI 2-27 84 GRI 302-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 223 # 2. Provide the following details related to water discharged: \|Parameter\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|Water discharge by destination and level of treatment (in kiloliters)\| \| \| \|(i) To Surface water\| \| \| \|- No treatment\|0\|0\| \|- With treatment - please specify level of Treatment\|0\|0\| \|(ii) To Groundwater\| \| \| \|- No treatment\|0\|0\| \|- With treatment - please specify level of Treatment\|0\|0\| \|(iii) To Seawater\| \| \| \|- No treatment\|0\|0\| \|- With treatment - please specify level of Treatment\|0\|0\| \|(iv) Sent to third-parties\| \| \| \|- No treatment\|19,216\|17,565\| \|Note: Wastewater sent for municipal treatment\| \| \| \|- With treatment - please specify level of Treatment\| \| \| \|a) Treated at TCS facilities (Tertiary treatment)\|31,075\|22,835\| \|b) Sent to builder STP for treatment (Tertiary treatment)\|54,998\|57,452\| \|(v) Others\| \| \| \|- No treatment\|0\|0\| \|- With treatment - please specify level of Treatment\|0\|0\| \|Total water discharged (in kiloliters)\|105,289\|97,851\| Above data covers details pertaining to India geography only. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 3.
Water withdrawal, consumption and discharge in areas of water stress (in kiloliters): For each facility / plant located in areas of water stress, provide the following information: This section covers details pertaining to India geography only \|(i) Name of the area\|Data provided for 14 areas as per CGWB (Central Ground Water Board) in individual tabs\| \| \|---\|---\|---\| \|(ii) Nature of operations\|IT Services, Products and Platforms\| \| \|(iii) Water withdrawal, consumption and discharge in the following format:\| \| \| \|Parameter\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|Water withdrawal by source (in kiloliters)\| \| \| \|(i) Surface water\|0\|0\| \|(ii) Groundwater\|0\|0\| \|(iii) Third party water\|531,427\|526,066\| \|(iv) Seawater / desalinated water\|0\|0\| \|(v) Others\|0\|0\| \|Total volume of water withdrawal (in kiloliters)\|531,427\|526,066\| # Integrated Annual Report 2021-22 # Water Consumption and Discharge \|Parameter\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|Total volume of water consumption (in kiloliters)\|520,733\|516,889\| \|Water intensity per rupee of turnover (Water consumed / turnover)\|0.00000027\|0.00000031\| \|Water discharge by destination and level of treatment (in kiloliters)\| \| \| \|(i) Into Surface water\| \| \| \|- No treatment\|0\|0\| \|- With treatment - please specify level of treatment\|0\|0\| \|(ii) Into Groundwater\| \| \| \|- No treatment\|0\|0\| \|- With treatment - please specify level of treatment\|0\|0\| \|(iii) Into Seawater\| \| \| \|- No treatment\|0\|0\| \|- With treatment - please specify level of treatment\|0\|0\| \|(iv) Sent to third-parties\| \| \| \|- No treatment\|7,622\|6,145\| \|Note: Wastewater sent for municipal treatment\| \| \| \|- With treatment-please specify level of treatment\|3,071\|3,033\| \|Note: Tertiary treatment\| \| \| \|(v) Others\| \| \| \|- No treatment\|0\|0\| \|- With treatment - please specify level of treatment\|0\|0\| \|Total water discharged (in kiloliters)\|10,694\|9,178\| Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # Scope 3 Emissions \|Parameter\|Unit\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\|---\| \|Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)\|Metric tonnes of CO2 equivalent\|358,452\|234,614\| \|Category 1 - Purchased goods & services\|tCO2e\|12,020\|13,184\| \|Category 2 - Capital goods\|tCO2e\|111,290\|128,230\| \|Category 3 Fuel and energy related activities (not included in Scope 1 or 2)\|tCO2e\|52,415\|60,022\| \|Category 4 - Upstream transportation and distribution\|tCO2e\|7,542\|9,030\| 87 GRI 305-3; GRI 305-4 # Integrated Annual Report 2021-22 \|Parameter\|Unit\|FY 2021-22\|FY 2020-21\| \|---\|---\|---\|---\| \|Category 5 - Waste generated in operations\|tCO2e\|639\|492\| \| \| \|139,50488\|135,66789\| \|Category 7 - Employee commuting\|tCO2e\| \| \| \|(Work from home (WFH) emission is included in this category as per GHG protocol since both are pandemic years)\| \| \| \| \|Category 6 - Business travel\|tCO2e\|35,043\|15,458\| \|Total Scope 3 emissions\|tCO2e/INR\|0.00000019\|0.00000022\| \|Total Scope 3 emission intensity\|-\|-\|-\| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities. \|Sr. No\|Initiative undertaken\|Details of the initiative (Web-link, if any, may be provided along-with summary)\|Outcome of the initiative\| \|---\|---\|---\|---\| \|1\|Chandaka Wildlife sanctuary authority has developed the trench followed by 5 feet wall with fencing along the border of the sanctuary\|● Installation of inward facing low intensity peripheral lights ● Plantation of native/ indigenous plants, medicinal and spice garden, butterfly garden ● Provision of organic waste technologies - Vermicomposting and organic waste converter ● Provision of rainwater harvesting structure and sewage treatment plant (STP)\|● Inward direction peripheral lights of low intensity to avoid any impact on wildlife movement. High mast lights in TCS parking area are switched off after 11 pm. ● Protection of native/ medicinal, plant species as well as butterfly species. ● Garden and food waste vermicomposting and organic waste composting technology has been installed to generate organic manure and it is reused for landscaping. ● 100% treatment and recycling of wastewater inside the premises. ● Groundwater recharging pits for enriching the water table.\| As a proactive initiative, TCS has included 'Urban Biodiversity' conservation as an integral part of TCS Environmental Policy and its long-term plan for sustainable development. Biodiversity action plan is implemented across. # 19 TCS campuses in India to conserve and enhance urban biodiversity. Biodiversity mapping for various flora and fauna species is conducted on an annual basis. TCS campuses across India are home to over 600 flora species and 180+ fauna species.
10 species of IUCN category trees i.e., Endemic, Endangered, Threatened, Vulnerable and Rare species, are protected within TCS campuses. # 6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format: \|Sr. No\|Initiative\|Details of the initiative (Web-link, if any, may be provided along-with summary)\|Outcome of the initiative\| \|---\|---\|---\|---\| \|1\|HVAC energy efficiency projects\|Aged / inefficient air conditioners upgraded with BEE star rated equipment\|1,374,439 kWh energy savings\| \|2\|UPS based energy efficiency projects\|UPS resizing / consolidation/ upgrades of old UPSs with Modular UPS /Energy efficient UPS\|1,681,454 kWh energy savings\| \|3\|Roof top solar projects\|Completed the roof top solar projects in Adi Balta (2,154 kWp) in Nov 21 and TCS center (207 kWp) Kochi in Oct 21\|1,030,766 kWh generation through solar roof top\| # 7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link. TCS has a well-established business continuity and disaster management framework that is fully aligned to ISO 22301:2019, CMMI-SVC and is integrated with other quality management systems for consistent deployment across the organization. The function is governed by a trained pool of subject matter experts (Crisis Management Leaders) at various levels of the organization ensuring upkeep of business continuity plans, planning and executing drills to achieve seamless resumption, in case of any disruption. The entire process is integrated with other business processes through in-house developed tools that support planning and communication with all stakeholders. # 8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard. No significant adverse impact envisaged from TCS' value chain. # 9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts. 100% of the value chain partners were assessed for environmental impacts. 92 GRI 308-2 93 GRI 308-1, GRI 308-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 227 # PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent # Essential Indicators 1. a. Number of affiliations with trade and industry chambers/ associations Ans. 10 in India. In addition, TCS also works through some of the bilateral/ multilateral international chambers based out of India. 2. b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to \|Sr. No.\|Name of the trade and industry chambers/ associations\|Reach of trade and industry chambers/ associations (State/National)\| \|---\|---\|---\| \|1\|NASSCOM\|National\| \|2\|Confederation of Indian Industry (CII)\|National\| \|3\|Federation of Indian Chambers of Commerce & Industry (FICCI)\|National\| \|4\|ASSOCHAM\|National\| \|5\|Public Affairs Forum of India\|National\| \|6\|The Institute of Management Consultants of India\|National\| \|7\|British Business Promotion Association\|International\| \|8\|Indo American Chamber of Commerce\|National\| \|9\|All India Management Association\|National\| \|10\|Indo-Belgian-Luxembourg Chamber of Commerce and Industry\|International\| 3. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities. \|Name of authority\|Brief of the case\|Corrective action taken\| \|---\|---\|---\| \|Not Applicable\|(No adverse order received in last Financial Year)\| \| # PRINCIPLE 8 Businesses should promote inclusive growth and equitable development # Essential Indicators 1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year. \|Name and brief details of project\|Whether conducted by independent external agency (Yes/No)\|Results communicated in public domain (Yes/No)\|Relevant web link\| \|---\|---\|---\|---\| \|Tata Translational Cancer Research Centre (TTCRC) - Setting up a cancer R&D centre at Tata Medical Cancer, Kolkata, where researchers are working together for developing/ enhancing personalized solutions for cancer patients.\|Yes\|Yes\|https://on.tcs.com/IAR\| 94 GRI 2-28 95 GRI 2-28 96 413-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 228 # 2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format: Not applicable # 3. Describe the mechanisms to receive and redress grievances of the community97. All agreements between TCS and the stakeholders, contain clauses on handling of grievances, disputes etc. Additionally, TCS' Regional Leaders are connected at the ground level and provide feedback for implementation if any. Post program implementation, surveys and questionnaires capture the feedback which is duly implemented. # 4.
Percentage of input material (inputs to total inputs by value) sourced from suppliers98: \| \|FY 2021-22\|FY 2020-21\| \|---\|---\|---\| \|Directly sourced from MSMEs / small producers\|-\|-\| \|Sourced directly from within the district and neighboring districts\|-\|-\| Note: - The periodic exercise to validate the MSME status of existing vendors in the empaneled list is currently underway. This data will be available from the next reporting year. # PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner # Essential Indicators # 1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback99. TCS' customers are provided with multiple mechanisms to report complaints or feedback. For privacy specific complaints, they can also raise incidents with TCS' Data Protection or Privacy Officers. The contact details of the data protection and privacy officers is available in TCS website at https://www.tcs.com/privacy-policy or as otherwise notified to the customers from time to time. Each customer concern is addressed with utmost care at all levels. TCS teams acknowledge, analyze the incidents and develop an action plan to resolve it. The team engages with the customer, to validate the action plan and regularly updates customers about the progress of action taken. Any feedback from the customer is taken positively and action plans are refined to ensure utmost customer satisfaction. # 2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about: Not Applicable \| \|As a % to total turnover\| \|---\|---\| \|Environmental and social parameters relevant to the product\|NA\| \|Safe and responsible usage\|NA\| \|Recycling and / or safe disposal\|NA\| 99 GRI 2-25 Business Responsibility & Sustainability Report \| 229 # 3. Number of consumer complaints in respect of the following: \|Category\| \|FY 2021-22\|Remarks\| \|FY 2020-21\|Remarks\| \|---\|---\|---\|---\|---\|---\|---\| \|Data privacy\|6\|2\|TCS treats Customers as consumers; The breaches as confirmed by customer was due to accidental data sharing with unintended recipients\|13\|0\|TCS treats Customers as consumers; The breaches as confirmed by customer was due to accidental data sharing with unintended recipients\| \|Advertising\|NA\|NA\|NA\|NA\|NA\| \| \|Cyber-security\|NIL\|NIL\|NIL\|NIL\|NIL\| \| \|Delivery of essential services\|NA\|NA\|NA\|NA\|NA\| \| \|Restrictive Trade Practices\|NA\|NA\|NA\|NA\|NA\| \| \|Unfair Trade Practices\|NA\|NA\|NA\|NA\|NA\| \| # 4. Details of instances of product recalls on account of safety issues: Not applicable as TCS does not have any products that can entail safety issues # 5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy100. Yes. From data privacy aspects, TCS' commitment to privacy is espoused in its TCS Global Privacy Policy. This is accessible at https://www.tcs.com/privacy-policy-commitment. TCS has defined and implemented a Global Privacy policy that is applicable to all its legal entities, branches, lines of businesses and functions. The global privacy policy is a "gold standard of privacy" addressing applicable privacy regulations and based on inputs from industry bodies dealing with privacy. 100 GRI 2-23 # The Global Privacy Policy The Global Privacy policy covers all stakeholders and constantly monitoring the publication of within the network to protect the information across the value chain including - employees (full-time and contracted), customers, partners, vendors/suppliers, and any other stakeholder whose Personal Data is processed. All third parties (vendors/suppliers) are engaged / contracted with adequate due diligence, and commitment towards privacy obligations. From a cyber security aspect, TCS has implemented cutting edge security tools to protect itself from external as well as internal threats. TCS has moved to a proactive early detection approach. Any approach to protect an organization from threats, needs to focus on all the risks and learnings from various attacks, understanding the modus operandi of the attacker and ensure that adequate processes and latest in technology are implemented to protect and provide proactive detection capabilities. TCS has implemented a comprehensive threat intelligence framework to proactively identify external threats as they unfold globally, be it a ransomware propagation, a nation state actor group, attackers for purely monetary gain etc. The threat intelligence framework includes gathering intel on external threats by means of commercial, government, open source and vendor security feeds, threat hunting in dark web, analyse new attack patterns. TCS has also rearchitected its network and has implemented tools in tandem to work in a defence in depth model to provide a holistic protection against threat vectors/actors. The defence in depth model has a strong multi-layered perimeter setup consisting of Next Gen Firewalls, Intrusion Prevention Systems, DDoS attack protection for critical resources, Web Application Firewalls, Advanced malware protection and other email gateway security controls.
TCS network design is compartmentalized for every customer and critical resources to ensure that the services provided to each customer remains isolated. This network design ensures that if there is an impact at one customer end, say a ransomware attack on a customer network, the segregated network along with the company's incident response process ensures that there is no impact to other network segments. TCS has also implanted a strong vulnerability management program which includes proactively identifying vulnerabilities in its network and systems by conducting periodic vulnerability assessments, penetration tests and red team exercises. # Corrective Actions Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services. Please refer to the answer to Q.5 above. All the initiatives explained above has ensured that TCS did not have any incidents leading to regulatory issues / penalties. # Leadership Indicators # 3. Mechanisms in place to inform consumers Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available). www.tcs.com Each customer relationship in TCS has a business continuity mechanism to handle any disruption of services/products and a suitable communication plan. # 4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) Not Applicable # 5. Provide the following information relating to data breaches: Number of instances of data breaches along with impact: As a data fiduciary, TCS has not had any data breach incidents in FY 2022. a. Percentage of data breaches involving personally identifiable information of customers: 0% Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report \| 232 # Independent Auditor's Report # Consolidated To the Members of Tata Consultancy Services Limited # Report on the Audit of the Consolidated Financial Statements # Opinion We have audited the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as "the Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), which comprise the consolidated balance sheet as at 31 March 2022, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements"). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2022, of its consolidated profit and other comprehensive loss, consolidated changes in equity and consolidated cash flows for the year then ended. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
# Description of Key Audit Matter \|The Key audit matter\|How the matter was addressed in our audit\| \|---\|---\| \|Revenue recognition- Fixed price contracts\|- On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including - \| The Group inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Group's estimate of contract costs (Refer Note 5(a) and Note 12 to the consolidated financial statements). We identified revenue recognition of fixed price contracts where the percentage of completion is used as a Key Audit Matter since - - there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems; - application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates in mainly identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; Our audit procedures included the following: - Obtained an understanding of the systems, processes and controls implemented by the Group for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances. - Including involvement of our Information technology ('IT') specialists, as required: # Other Information # Management's and Board of Directors' Responsibilities for the Consolidated Financial Statements The Holding Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company's Annual Report, but does not include the financial statements and our auditor's report thereon. The Holding Company's annual report is expected to be made available to us after the date of this auditor's report. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Holding Company's annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations. # Responsibilities of the Management and Board of Directors The Holding Company's Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Management and Board of Directors of the companies included in the Group are responsible for assessing the ability of each Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. File: AR_TCS_2021_2022.md The respective Board of Directors of the Companies included in the Group are responsible for overseeing the financial reporting process of each Company. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Integrated Annual Report 2021-22 Consolidated Financial Statements \| 235 an auditors' report that includes our opinion. relevant to the audit in order to design auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management and Board of Directors. - Obtain sufficient appropriate audit evidence regarding the financial information of entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial statements. We remain solely responsible for our audit opinion. - Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit findings, including any significant deficiencies in internal control that we identify during our audit. We communicate with those charged with governance of the Holding Company and such other Companies included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings. Integrated Annual Report 2021-22 Consolidated Financial Statements \| 236 We also provide those charged with governance with "Annexure A" a statement on the matters for the purpose of preparation of the consolidated financial statements. a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the # Integrated Annual Report 2021-22 consolidated financial statements. d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2022 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from directors of its subsidiaries which are incorporated in India, as on 31 March 2022, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls with reference to consolidated financial statements of the Holding Company and its subsidiary companies 1. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books. c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained. incorporated in India and the operating d) (i) The management has represented (ii) The management has represented, that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or its subsidiary companies incorporated in India from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Holding Company or its subsidiary companies incorporated in India shall: # B. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: a) The consolidated financial statements disclose the impact of pending litigations as at 31 March 2022 on the consolidated financial position of the Group. Refer Note 20 to the consolidated financial statements. b) The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2022. c) There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India during the year ended 31 March 2022. * directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Holding Company or its subsidiary companies incorporated in India or* provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries # (iii) Based on such audit procedures C. With respect to the matter to be included in the Auditors' report under Section 197(16) of the Act: The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. In our opinion and according to the information and explanation given to us, the remuneration paid during the current year by the Holding Company and its subsidiaries which are incorporated in India to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiaries which are incorporated in India, is not in excess of the limit laid down under Section 197 of the Act. For B S R & Co.
LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVFFO1633 # Integrated Annual Report 2021-22 # Consolidated Financial Statements \| 239 # Annexure A to the Independent Auditor's report on the consolidated financial statements of Tata Consultancy Services Limited for the year ended 31 March 2022 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # (xxi) According to the information and explanations given to us, in respect of the following companies incorporated in India and included in the consolidated financial statements, the CARO report relating to them has not been issued by their auditors till the date of this audit report: \|Name of the entities\|CIN\|Subsidiary\| \|---\|---\|---\| \|MP Online Limited\|U72400MP2006PLC018777\|Subsidiary\| \|APT Online Limited\|U75142TG2002PLC039671\|Subsidiary\| \|C-Edge Technologies Limited\|U72900MH2006PLC159038\|Subsidiary\| \|Mahaonline Limited\|U72900MH2010PLC206026\|Subsidiary\| \|TCS e-Serve International Limited\|L22210MH1995PLC084781\|Subsidiary\| For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVFFO1633 Integrated Annual Report 2021-22 Consolidated Financial Statements \| 240 # Annexure B to the Independent Auditors' Report on the consolidated financial statements of Tata Consultancy Services Limited for the year ended 31 March 2022 # Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (Referred to in paragraph A(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Opinion In conjunction with our audit of the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as "the Holding Company") as of and for the year ended 31 March 2022, we have audited the internal financial controls with reference to the consolidated financial statements of the Holding Company and such companies incorporated in India under the Companies Act, 2013 which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls were operating effectively as at 31 March 2022, based on the internal financial controls criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note"). # Auditors' Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to consolidated financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements were established and maintained and if such controls operated effectively in all material respects. # Management's Responsibility for Internal Financial Controls The respective Company's management and the Board of Directors are responsible for establishing and maintaining internal financial controls with reference to consolidated financial statements based on the criteria established by the respective Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as "the Act"). In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls were operating effectively as at 31 March 2022. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to consolidated financial statements and their operating effectiveness.
Integrated Annual Report 2021-22 Consolidated Financial Statements \| 241 # Effectiveness Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. A company's internal financial controls with reference to consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements. # Meaning of Internal Financial Controls with Reference to Consolidated Financial Statements A company's internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Consolidated Financial Statements Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVFFO1633 # Consolidated Balance Sheet \|Note\|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|ASSETS\|ASSETS\|ASSETS\| \|Non-current assets\|Non-current assets\|Non-current assets\| \|Property, plant and equipment\|10(a) 10,774\|11,110\| \|Capital work-in-progress\|10(a) 1,205\|926\| \|Right-of-use assets\|9 7,636\|7,633\| \|Goodwill\|10(b) 1,787\|1,798\| \|Other intangible assets\|10(c) 1,101\|480\| \|Financial assets\|Financial assets\|Financial assets\| \|Investments\|8(a) 223\|213\| \|Trade receivables\| \| \| \|Billed\|8(b) 145\|55\| \|Unbilled\|55\|273\| \|Loans\|8(e) 311\|29\| \|Other financial assets\|8(f) 2,253\|1,573\| \|Income tax assets (net)\|1,983\|1,983\| \|Deferred tax assets (net)\|17 3,708\|3,931\| \|Other assets\|10(d) 2,023\|1,613\| \|Total non-current assets\|33,204\|33,204\| \|Current assets\|Current assets\|Current assets\| \|Inventories\|10(e) 20\|8\| \|Financial assets\|Financial assets\|Financial assets\| \|Investments\|8(a) 30,262\|29,160\| \|Total current assets\|Total current assets\|Total current assets\| \| \| \|1,08,310\| \|TOTAL ASSETS\|TOTAL ASSETS\|TOTAL ASSETS\| \| \| \|1,41,514\| \|EQUITY AND LIABILITIES\|EQUITY AND LIABILITIES\|EQUITY AND LIABILITIES\| \|Equity\|Equity\|Equity\| \|Share capital\|8(m) 366\|370\| \|Other equity\|11 88,773\|86,063\| \|Equity attributable to shareholders of the Company\|89,139\|89,139\| \|Non-controlling interests\|707\|707\| \|Total equity\|89,846\|89,846\| # Consolidated Balance Sheet \|Note\|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Liabilities\|Liabilities\|Liabilities\| \|Non-current liabilities\|Non-current liabilities\|Non-current liabilities\| \|Financial liabilities\| \| \| \|Lease liabilities\|6,368\|6,503\| \|Other financial liabilities\|572\|280\| \|Employee benefit obligations\|677\|749\| \|Deferred tax liabilities (net)\|590\|767\| \|Unearned and deferred revenue\|1,110\|1,197\| \|Total non-current liabilities\|9,317\|9,496\| \|Current liabilities\|Current liabilities\|Current liabilities\| \|Financial liabilities\| \| \| \|Lease liabilities\|1,450\|1,292\| \|Trade payables\|8,045\|7,860\| \|Other financial liabilities\|7,687\|6,150\| \|Unearned and deferred revenue\|3,635\|3,650\| \|Other liabilities\|8,392\|4,068\| \|Provisions\|1,411\|1,394\| \|Employee benefit obligations\|3,810\|3,498\| \|Income tax liabilities (net)\|7,921\|6,243\| \|Total current liabilities\|42,351\|34,155\| \|TOTAL EQUITY AND LIABILITIES\|1,41,514\|1,30,759\| NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co.
LLP Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 11, 2022 Mumbai, April 11, 2022 # Consolidated Statement of Profit and Loss \|Note\|Year ended March 31, 2022\|Year ended March 31, 2021\| \|---\|---\|---\| \|Revenue from operations\|1,91,754\|1,64,177\| \|Other income\|4,018\|3,134\| \|TOTAL INCOME\|1,95,772\|1,67,311\| \|Expenses\| \| \| \|Employee benefit expenses\|1,07,554\|91,814\| \|Cost of equipment and software licences\|1,163\|1,462\| \|Finance costs\|784\|637\| \|Depreciation and amortisation expense\|4,604\|4,065\| \|Other expenses\|29,980\|24,355\| \|TOTAL EXPENSES\|1,44,085\|1,22,333\| \|PROFIT BEFORE EXCEPTIONAL ITEM AND TAX\|51,687\|44,978\| \|Exceptional item\| \| \| \|Provision towards legal claim\|0\|1,218\| \|PROFIT BEFORE TAX\|51,687\|43,760\| \|Tax expense\| \| \| \|Current tax\|13,654\|11,635\| \|Deferred tax\|(416)\|(437)\| \|TOTAL TAX EXPENSE\|13,238\|11,198\| \|PROFIT FOR THE YEAR\|38,449\|32,562\| \|OTHER COMPREHENSIVE INCOME (OCI)\| \| \| \|Items that will not be reclassified subsequently to profit or loss\| \| \| \|Remeasurement of defined employee benefit plans\|261\|(82)\| \|Net change in fair values of investments in equity shares carried at fair value through OCI\|(4)\|(2)\| \|Income tax on items that will not be reclassified subsequently to profit or loss\|19\|11\| \|Items that will be reclassified subsequently to profit or loss\| \| \| \|Net change in fair values of investments other than equity shares carried at fair value through OCI\|(516)\|51\| \|Net change in intrinsic value of derivatives designated as cash flow hedges\|(37)\|14\| \|Net change in time value of derivatives designated as cash flow hedges\|(34)\|53\| \|Exchange differences on translation of financial statements of foreign operations\|20\|448\| \|Income tax on items that will be reclassified subsequently to profit or loss\|196\|(32)\| \|TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)\|(95)\|461\| \|TOTAL COMPREHENSIVE INCOME FOR THE YEAR\|38,354\|33,023\| # Consolidated Statement of Profit and Loss \|Note\|Year ended March 31, 2022\|Year ended March 31, 2021\| \|---\|---\|---\| \|Profit for the year attributable to:\|38,327\|32,430\| \|Shareholders of the Company\|38,327\|32,430\| \|Non-controlling interests\|122\|132\| \| \|38,449\|32,562\| \|Other comprehensive income for the year attributable to:\|(63)\|484\| \|Shareholders of the Company\|(63)\|484\| \|Non-controlling interests\|(32)\|(23)\| \| \|(95)\|461\| \|Total comprehensive income for the year attributable to:\|38,264\|32,914\| \|Shareholders of the Company\|38,264\|32,914\| \|Non-controlling interests\|90\|109\| \| \|38,354\|33,023\| \|Earnings per equity share:- Basic and diluted (`)\|103.62\|86.71\| \|Weighted average number of equity shares\|369,88,32,195\|374,01,10,733\| # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 11, 2022 Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 11, 2022 # Consolidated Statement of Changes in Equity # A. EQUITY SHARE CAPITAL \| \|Balance as at April 1, 2021\|Changes in equity share capital\|Restated balance as at April 1, 2021\|Changes in equity share capital during the year\|Balance as at March 31, 2022\| \|---\|---\|---\|---\|---\|---\| \| \|370\|-\|370\|(4)\|366\| \| \|Balance as at April 1, 2020\|Changes in equity share capital\|Restated balance as at April 1, 2020\|Changes in equity share capital during the year\|Balance as at March 31, 2021\| \|---\|---\|---\|---\|---\|---\| \| \|375\|-\|375\|(5)\|370\| *Refer Note 8(m). # B. OTHER EQUITY \| \| \| \|Reserves and surplus\| \| \| \| \| \|Items of other comprehensive income\| \| \|Equity\|Non-controlling interests\|Total\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Capital reserve\|Redemption reserve\|General reserve\|Special Economic Zone re-investment reserve\|Retained earnings\|Statutory reserve\|Investment revaluation reserve\| \| \|Cash flow hedging reserve\|Time value of intrinsic value\|Foreign currency translation reserve\|attributable to shareholders of the Company\| \| \| \| \|75\|436\|27\| \|2,538\|79,586\|407\|828\|56\|(27)\|2,137\|86,063\|675\|86,738\| \|Profit for the year\|-\|-\|-\| \| \|38,327\|-\|-\|-\|-\|-\|38,327\|122\|38,449\| \|Other comprehensive income / (losses)\|-\|-\|-\| \| \|280\|-\|(340)\|(29)\|(26)\|52\|(63)\|(32)\|(95)\| \|Total comprehensive income\|-\|-\|-\| \| \|38,607\|-\|(340)\|(29)\|(26)\|52\|38,264\|90\|38,354\| \|Dividend\|-\|-\|-\| \| \|(13,317)\|-\|-\|-\|-\|-\|(13,317)\|(58)\|(13,375)\| \|Expenses for buy-back of equity shares1\|-\|-\|-\| \| \|(49)\|-\|-\|-\|-\|-\|(49)\|-\|(49)\| \|Tax on buy-back of equity shares1\|-\|-\|-\| \| \|(4,192)\|-\|-\|-\|-\|-\|(4,192)\|-\|(4,192)\| \|Buy-back of equity shares1\|-\|4\|-\| \| \|(18,000)\|-\|-\|-\|-\|-\|(17,996)\|-\|(17,996)\| \|Transfer to Special Economic Zone re-investment reserve\|-\|-\|-\| \|9,407\|(9,407)\|-\|-\|-\|-\|-\|-\|-\| \| \|Transfer from Special Economic Zone re-investment reserve\|-\|-\|-\| \|(4,658)\|4,658\|-\|-\|-\|-\|-\|-\|-\| \| \|Transfer to reserves\|-\|-\|(27)\| \| \|272\|(245)\|-\|-\|-\|-\|-\|-\|-\| \|Balance as at March 31, 2022\|75\|440\|-\| \|7,287\|78,158\|162\|488\|27\|(53)\|2,189\|88,773\|707\|89,480\| Integrated Annual Report 2021-22 Consolidated Financial Statements \| 247 # Consolidated Statement of Changes in Equity \|Items\|Capital reserve\|Capital redemption reserve\|General reserve\|Special Economic Zone re-investment reserve\|Retained earnings\|Statutory reserve\|Investment revaluation reserve\|Cash flow hedging reserve\|Intrinsic value reserve\|Time value of currency translation reserve\|Equity attributable to shareholders of the Company\|Non-controlling interests\|Total equity\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Balance as at April 1, 2020\|75\|431\|27\|1,594\|78,810\|375\|796\|45\|(68)\|1,666\|83,751\|623\|84,374\| \|Profit for the year\|-\|-\|-\|-\|32,430\|-\|-\|-\|-\|-\|32,430\|132\|32,562\| \|Other comprehensive income / (losses)\|-\|-\|-\|-\|(71)\|-\|32\|11\|41\|471\|484\|(23)\|461\| \|Total comprehensive income\|-\|-\|-\|-\|32,359\|-\|32\|11\|41\|471\|32,914\|109\|33,023\| \|Dividend\|-\|-\|-\|-\|(10,850)\|-\|-\|-\|-\|-\|(10,850)\|(57)\|(10,907)\| \|Expenses for buy-back of equity shares1\|-\|-\|-\|-\|(31)\|-\|-\|-\|-\|-\|(31)\|-\|(31)\| \|Tax on liability towards buy-back of equity shares1\|-\|-\|-\|-\|(3,726)\|-\|-\|-\|-\|-\|(3,726)\|-\|(3,726)\| \|Buy-back of equity shares1\|-\|5\|-\|-\|(16,000)\|-\|-\|-\|-\|-\|(15,995)\|-\|(15,995)\| \|Transfer to Special Economic Zone re-investment reserve\|-\|-\|-\|5,058\|(5,058)\|-\|-\|-\|-\|-\|-\|-\|-\| \|Transfer from Special Economic Zone re-investment reserve\|-\|-\|-\|(4,114)\|4,114\|-\|-\|-\|-\|-\|-\|-\|-\| \|Transfer to reserves\|-\|-\|-\|-\|(32)\|32\|-\|-\|-\|-\|-\|-\|-\| \|Balance as at March 31, 2021\|75\|436\|27\|2,538\|79,586\|407\|828\|56\|(27)\|2,137\|86,063\|675\|86,738\| 1Refer note 8(m).
Gain of `280 crore and loss of `71 crore on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the years ended March 31, 2022 and 2021, respectively. Total equity (primarily retained earnings) includes `1,759 crore and `1,366 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Integrated Annual Report 2021-22 Consolidated Financial Statements \| 248 # Consolidated Statement of Changes in Equity # Nature and purpose of reserves # (a) Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # (c) General reserve The general reserve is a free reserve which is used from time to time to transfer profits from / to retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss. # (d) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (e) Retained earnings This reserve represents undistributed accumulated earnings of the Group as on the balance sheet date. # (f) Statutory reserve Statutory reserves are created to adhere to requirements of applicable laws and will be utilised in accordance with the said laws. # (g) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # (h) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # (i) Foreign currency translation reserve File: AR_TCS_2021_2022.md The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the foreign currency translation reserve. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co.
LLP Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Amit Somani Partner CFO Samir Seksaria Company Secretary Membership No: 060154 Mumbai, April 11, 2022 Mumbai, April 11, 2022 Consolidated Financial Statements \| 249 # Consolidated Statement of Cash Flows \| \|Year ended March 31, 2022\|Year ended March 31, 2021\|Year ended March 31, 2022\|Year ended March 31, 2021\| \|---\|---\|---\|---\|---\| \|CASH FLOWS FROM OPERATING ACTIVITIES\| \| \| \| \| \|Profit for the year\|38,449\|32,562\| \| \| \|Adjustments for:\| \| \| \| \| \|Depreciation and amortisation expense\|4,604\|4,065\| \| \| \|Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)\|135\|201\| \| \| \|Provision towards legal claim (Refer note 20)\|-\|1,218\| \| \| \|Tax expense\|13,238\|11,198\| \| \| \|Net gain on lease modification\|(7)\|(100)\| \| \| \|Net loss on sub-lease\|9\|-\| \| \| \|Unrealised foreign exchange gain\|(120)\|(21)\| \| \| \|Net gain on disposal of property, plant and equipment\|(23)\|(13)\| \| \| \|Net gain on disposal / fair valuation of investments\|(198)\|(204)\| \| \| \|Interest income\|(2,663)\|(2,504)\| \| \| \|Dividend income\|(4)\|(8)\| \| \| \|Finance costs\|784\|637\| \| \| \|Operating profit before working capital changes\|54,204\|47,031\| \| \| \|Net change in\| \| \| \| \| \|Inventories\|(12)\|(3)\| \| \| \|Trade receivables\| \| \| \| \| \|Billed\|(4,210)\|1,260\| \| \| \|Unbilled\|(934)\|(201)\| \| \| \|Loans and other financial assets\|(116)\|(17)\| \| \| \|Other assets\|807\|(2,805)\| \| \| \|Trade payables\|186\|(93)\| \| \| \|Unearned and deferred revenue\|(103)\|1,091\| \| \| \|Other financial liabilities\|1,153\|122\| \| \| \|Other liabilities and provisions\|460\|1,509\| \| \| \|Cash generated from operations\|51,435\|47,894\| \| \| \|Taxes paid (net of refunds)\|(11,486)\|(9,092)\| \| \| \|Net cash generated from operating activities\|39,949\|38,802\| \| \| \|CASH FLOWS FROM INVESTING ACTIVITIES\| \| \| \| \| \|Bank deposits placed\|(15,947)\|(6,605)\| \| \| \|Inter-corporate deposits placed\|(14,619)\|(21,076)\| \| \| \|Purchase of investments#\|(75,374)\|(54,462)\| \| \| \|Payment for purchase of property, plant and equipment\|(2,483)\|(2,719)\| \| \| \|Payment including advances for acquiring right-of-use assets\|(15)\|(101)\| \| \| \|Payment for purchase of intangible assets\|(497)\|(356)\| \| \| \|Proceeds from bank deposits\|11,950\|4,767\| \| \| \|Proceeds from inter-corporate deposits\|19,498\|18,018\| \| \| \|Proceeds from disposal / redemption of investments#\|73,852\|51,630\| \| \| \|Proceeds from sub-lease receivable\|3\|-\| \| \| \|Proceeds from disposal of property, plant and equipment\|31\|37\| \| \| \|Interest received\|2,700\|2,730\| \| \| \|Dividend received\|4\|8\| \| \| \|Net cash used in investing activities\|(897)\|(8,129)\| \| \| # Consolidated Statement of Cash Flows \| \|Year ended March 31, 2022\|Year ended March 31, 2021\|Year ended March 31, 2022\|Year ended March 31, 2021\| \|---\|---\|---\|---\|---\| \|CASH FLOWS FROM FINANCING ACTIVITIES\| \| \| \| \| \|Repayment of lease liabilities\|(1,417)\|(1,336)\| \| \| \|Interest paid\|(698)\|(634)\| \| \| \|Dividend paid\|(13,317)\|(10,850)\| \| \| \|Dividend paid to non-controlling interests\|(58)\|(57)\| \| \| \|Transfer of funds to buy-back escrow account\|(180)\|(160)\| \| \| \|Transfer of funds from buy-back escrow account\|162\|160\| \| \| \|Expenses for buy-back of equity shares (Refer note 8(m))\|(49)\|(31)\| \| \| \|Tax on buy-back of equity shares (Refer note 8(m))\|-\|(3,726)\| \| \| \|Buy-back of equity shares (Refer note 8(m))\|(18,000)\|(16,000)\| \| \| \|Advance towards purchase of non-controlling interests\|(24)\|-\| \| \| \|Net cash used in financing activities\|(33,581)\|(32,634)\| \| \| \|Net change in cash and cash equivalents\|5,471\|(1,961)\| \| \| \|Cash and cash equivalents at the beginning of the year\|6,858\|8,646\| \| \| \|Exchange difference on translation of foreign currency cash and cash equivalents\|159\|173\| \| \| \|Cash and cash equivalents at the end of the year\|12,488\|6,858\| \| \| *Represents value less than `0.50 crore. # Purchase of investments include `17 crore and `172 crore for the years ended March 31, 2022 and 2021, respectively, and proceeds from disposal / redemption of investments include `87 crore and `104 crore for the years ended March 31, 2022 and 2021, respectively, held by trusts and TCS Foundation held for specified purposes. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 11, 2022 # Notes forming part of Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited ("the Company") and its subsidiaries (collectively together with employee welfare trusts referred to as "the Group") provide IT services, consulting and business solutions and have been partnering with many of the world's largest businesses in their transformation journeys. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India.
The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2022, Tata Sons Private Limited, the holding company owned 72.27% of the Company's equity share capital. The Board of Directors approved the consolidated financial statements for the year ended March 31, 2022 and authorised for issue on April 11, 2022. # 2) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation These consolidated financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`). The functional currency of foreign subsidiaries is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The significant accounting policies used in preparation of the consolidated financial statements have been discussed in the respective notes. Integrated Annual Report 2021-22 Consolidated Financial Statements \| 252 # Notes forming part of Consolidated Financial Statements # 4) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases. The results of subsidiaries acquired, or sold, during the year are consolidated from the effective date of acquisition and up to the effective date of disposal, as appropriate. The financial statements of the Group companies are consolidated on a line-by-line basis and all inter-company transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using weighted average exchange rates.
Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. When a foreign operation is disposed off in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount of exchange differences related to that foreign operation recognised in OCI is reclassified to statement of profit and loss as part of the gain or loss on disposal. # 5) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of consolidated financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Group uses the following critical accounting estimates in preparation of its consolidated financial statements: # (a) Revenue recognition Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Group uses judgement to estimate the future cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation. # (b) Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. Consolidated Financial Statements \| 253 # Notes forming part of Consolidated Financial Statements # (c) Impairment of goodwill The Group estimates the value-in-use of the cash generating units (CGUs) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rates used for the CGUs represent the weighted average cost of capital based on the historical market returns of comparable companies. # (d) Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # (e) Provision for income tax and deferred tax assets The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Group uses significant judgements to assess contingent liabilities. Contingent liabilities are recognised when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the consolidated financial statements. # (g) Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Group to use assumptions. These assumptions have been explained under employee benefits note. # (h) Leases The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116.
Identification of a lease requires significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if. Consolidated Financial Statements \| 254 # Notes forming part of Consolidated Financial Statements The Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # (i) Impact of COVID-19 (pandemic) The Group has taken into account all the possible impacts of COVID-19 in preparation of these consolidated financial statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on revenue recognition owing to changes in cost budgets of fixed price contracts, impact on leases and impact on effectiveness of its hedges. The Group has carried out this assessment based on available internal and external sources of information up to the date of approval of these consolidated financial statements and believes that the impact of COVID-19 is not material to these consolidated financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on the consolidated financial statements may differ from that estimated as at the date of approval of these consolidated financial statements owing to the nature and duration of COVID-19. # 6) Recent pronouncements Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from April 1, 2022, as below: # Ind AS 103 - Reference to Conceptual Framework The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Group does not expect the amendment to have any significant impact in its financial statements. # Ind AS 16 - Proceeds before intended use The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales proceeds and related cost in profit or loss. The Group does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements. # Ind AS 37 - Onerous Contracts - Costs of Fulfilling a Contract The amendments specify that the 'cost of fulfilling' a contract comprises the 'costs that relate directly to the contract'. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples Integrated Annual Report 2021-22 Consolidated Financial Statements \| 255 # Notes forming part of Consolidated Financial Statements would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Group does not expect the amendment to have any significant impact in its financial statements. # Ind AS 109 - Annual Improvements to Ind AS (2021) The amendment clarifies which fees an entity includes when it applies the '10 percent' test of Ind AS 109 in assessing whether to derecognise a financial liability. The Group does not expect the amendment to have any significant impact in its financial statements.
# Ind AS 116 - Annual Improvements to Ind AS (2021) The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives were described in that illustration. The Group does not expect the amendment to have any significant impact in its financial statements. # 7) Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the consolidated statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders' equity. # 8) Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. Integrated Annual Report 2021-22 Consolidated Financial Statements \| 256 # Notes forming part of Consolidated Financial Statements # Cash and cash equivalents The Group considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method.
# Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net of direct issue cost. # Derivative accounting - # Instruments in hedging relationship The Group designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Group uses hedging instruments that are governed by the policies of the Company and its subsidiaries which are approved by their respective Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company and its subsidiaries. The hedge instruments are designated and documented as hedges at the inception of the contract. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer Consolidated Financial Statements \| 257 # Notes forming part of Consolidated Financial Statements File: AR_TCS_2021_2022.md expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the intrinsic value and time value of an option is recognised in the other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects profit and loss. Any gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. # Instruments not in hedging relationship The Group enters into contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of financial assets (other than at fair value) The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Group recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
Integrated Annual Report 2021-22 Consolidated Financial Statements \| 258 # Notes forming part of Consolidated Financial Statements # (a) Investments # Investments consist of the following: # Investments - Non-current \|(` crore)\|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Investments designated at fair value through OCI\| \| \| \|Fully paid equity shares (unquoted)\| \| \| \|Mozido LLC\|76\|73\| \|FCM LLC\|57\|55\| \|Taj Air Limited\|19\|19\| \|Philippine Dealing System Holdings Corporation\|7\|7\| \|Less: Impairment in value of investments\|(123)\|(116)\| \|Investments carried at amortised cost\| \| \| \|Government bonds and securities (quoted)\|187\|165\| \|Corporate bonds (quoted)\|-\|10\| \| \|223\|213\| Investments - Non-current includes `187 crore and `175 crore as at March 31, 2022 and 2021, respectively, pertains to trusts held for specified purposes. # Investments - Current \|(` crore)\|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Investments carried at fair value through profit or loss\| \| \| \|Mutual fund units (quoted)\|1,874\|4,904\| \|Investments carried at fair value through OCI\| \| \| \|Government bonds and securities (quoted)\|25,667\|23,670\| \|Corporate bonds (quoted)\|1,242\|450\| \|Investments carried at amortised cost\| \| \| \|Certificate of deposits (quoted)\|99\|-\| \|Corporate bonds (quoted)\|10\|-\| \|Commercial papers (quoted)\|381\|136\| \|Treasury bills (quoted)\|989\|-\| \| \|30,262\|29,160\| Investments - Current includes `100 crore and `166 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Government bonds and securities includes bonds pledged with bank for credit facility and with manager to the buy-back amounting to `3,560 crore and `1,650 crore as at March 31, 2022 and 2021, respectively.
# Notes forming part of Consolidated Financial Statements # Aggregate value of quoted and unquoted investments is as follows: \|(` crore)\|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Aggregate value of quoted investments\|30,449\|29,335\| \|Aggregate value of unquoted investments (net of impairment)\|36\|38\| \|Aggregate market value of quoted investments\|30,455\|29,356\| \|Aggregate value of impairment of investments\|123\|116\| # Market value of quoted investments carried at amortised cost is as follows: \|(` crore)\|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Government bonds and securities\|192\|186\| \|Certificate of deposits\|99\|-\| \|Corporate bonds\|10\|10\| \|Commercial papers\|381\|136\| \|Treasury bills\|990\|-\| # The movement in fair value of investments carried / designated at fair value through OCI is as follows: \|(` crore)\|Year ended March 31, 2022\|Year ended March 31, 2021\| \|---\|---\|---\| \|Balance at the beginning of the year\|828\|796\| \|Net loss arising on revaluation of financial assets carried at fair value\|(4)\|(2)\| \|Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income\|(516)\|51\| \|Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income\|180\|(17)\| \|Balance at the end of the year\|488\|828\| # Equity instruments designated at fair value through OCI are as follows: \|In Numbers\|Currency\|Face value per share\|Equity instruments designated at fair value through OCI\|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\|---\|---\|---\| \|1,00,00,000\|USD\|1\|Mozido LLC\|76\|73\| \|15\|USD\|5,00,000\|FCM LLC\|57\|55\| \|1,90,00,000\|INR\|10\|Taj Air Limited\|19\|19\| \|5,00,000\|PHP\|100\|Philippine Dealing System Holdings Corporation\|7\|7\| # Trade receivables - Billed \| \| \| \|(` crore)\|As at March 31, 2022\|As at March 31, 2021\| \| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \| \| \| \| \|Trade receivables - Billed\| \|1,013\|787\| \| \| \| \| \| \|Less: Allowance for doubtful trade receivables\| \|(868)\|(732)\| \|- Billed\| \| \| \| \|Considered good\| \|145\|55\| \|Less: Impairment in value of investments\| \| \|(123)\|(116)\| \| \| \| \| \| \| \| \|36\|38\| \| \| \| \| # Notes forming part of Consolidated Financial Statements # Ageing for trade receivables - non-current outstanding as at March 31, 2022 \|Particulars\|Not due\|Outstanding for following periods from due date of payment\|Total\| \|---\|---\|---\|---\| \|Trade receivables - Billed\|-\|<br/>Less than 6 months\|6 months - 1 year\|1 - 2 years\|2 - 3 years\|More than 3 years\| \|-\|12\|123\|247\|615\| 997 Undisputed trade receivables - considered good - - - - - Undisputed trade receivables - which have significant increase in credit risk - - - - - Undisputed trade receivables - credit impaired - - - - - Disputed trade receivables - considered good - - - - 16 Disputed trade receivables - which have significant increase in credit risk - - - - - Disputed trade receivables - credit impaired - - - - - - 12 123 247 631 Less: Allowance for doubtful trade receivables - Billed (868) 145 Trade receivables - Unbilled 55 200 # Ageing for trade receivables - non-current outstanding as at March 31, 2021 \|Particulars\|Not due\|Outstanding for following periods from due date of payment\|Total\| \|---\|---\|---\|---\| \|Trade receivables - Billed\|-\|<br/>Less than 6 months\|6 months - 1 year\|1 - 2 years\|2 - 3 years\|More than 3 years\| \|-\|16\|154\|86\|515\| 771 Undisputed trade receivables - considered good - - - - - Undisputed trade receivables - which have significant increase in credit risk - - - - - Undisputed trade receivables - credit impaired - - - - - Disputed trade receivables - considered good - - - - 16 Disputed trade receivables - which have significant increase in credit risk - - - - - Disputed trade receivables - credit impaired - - - - - - 16 154 86 531 Less: Allowance for doubtful trade receivables - Billed (732) 55 Trade receivables - Unbilled 273 328 Integrated Annual Report 2021-22 Consolidated Financial Statements \| 261 # Notes forming part of Consolidated Financial Statements # Trade receivables - Billed - Current Ageing for trade receivables - current outstanding as at March 31, 2022 is as follows: \|Particulars\|Not due\|Outstanding for following periods from due date\|Total\| \|---\|---\|---\|---\| \|Trade receivables - Billed\|30,102\|2,601\|34,229\| \|Less: Allowance for doubtful trade receivables - Billed\|(219)\| \| \| \|Considered good\|34,034\|30,004\| \| \|Credit impaired\|40\|75\| \| \|Undisputed trade receivables - considered good\|-\|-\| \| \|Undisputed trade receivables - credit impaired\|2\|3\|270\| \|Disputed trade receivables - considered good\|-\|-\| \| \|Disputed trade receivables - credit impaired\|-\|-\|16\| \|Total\|30,104\|2,604\|34,539\| \|Less: Allowance for doubtful trade receivables - Billed\|(465)\| \| \| \|Trade receivables - Unbilled\| \| \|7,736\| \| \| \| \|41,810\| # Notes forming part of Consolidated Financial Statements # Ageing for trade receivables - current outstanding as at March 31, 2021 is as follows: \|Particulars\|Not due\|Outstanding for following periods from due date of
payment\| \|Total\| \| \| \| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \| \|Less than 6 months\|6 months - 1 year\|1 - 2 years\|2 - 3 years\|More than 3 years\| \| \| \| \|Trade receivables - Billed\|24,716\|4,149\|476\|558\|74\|250\|30,223\| \| \| \|Undisputed trade receivables - considered good\| \| \|-\|-\|-\|-\|-\|-\|-\| \|Undisputed trade receivables - which have significant increase in credit risk\|-\|5\|97\|63\|88\|128\|381\| \| \| \|Disputed trade receivables - considered good\|-\|5\|-\|-\|15\|5\|25\| \| \| \|Disputed trade receivables - which have significant increase in credit risk\| \| \|-\|-\|-\|-\|-\|-\|-\| \|Disputed trade receivables - credit impaired\|-\|-\|-\|-\|-\|7\|7\| \| \| \|Total\|24,716\|4,159\|573\|621\|177\|390\|30,636\| \| \| Less: Allowance for doubtful trade receivables - Billed (557) 30,079 Trade receivables - Unbilled 6,583 36,662 # Cash and cash equivalents Cash and cash equivalents consist of the following: \| \|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Balances with banks\| \| \| \|In current accounts\|2,211\|5,266\| \|In deposit accounts\|10,277\|1,586\| \|Cheques on hand\|-\|-\| \|Cash on hand\|-\|1\| \|Remittances in transit\|-\|5\| \|Total\|12,488\|6,858\| Represents value less than `0.50 crore. Balances with banks in current accounts include `32 crore and `13 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts held for specified purposes. # Other balances with banks Other balances with banks consist of the following: \| \|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Earmarked balances with banks\|226\|209\| \|Short-term bank deposits\|5,507\|2,262\| \|Total\|5,733\|2,471\| Earmarked balances with banks primarily relate to margin money for purchase of investments, margin money for derivative contracts, unclaimed dividends and balance in escrow account for buy-back of equity shares. # Notes forming part of Consolidated Financial Statements # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current \| \|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Considered good\| \| \| \|Inter-corporate deposits\|303\|27\| \|Loans and advances to employees\|8\|2\| \| \|311\|29\| # Other financial assets - Non-current \| \|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Security deposits\|825\|837\| \|Earmarked balances with banks\|183\|3\| \|Long-term bank deposits\|1,232\|719\| \|Others\|13\|14\| \| \|2,253\|2,253\| # Other financial assets - Current \| \|As at March 31, 2022\|As at March 31, 2021\| \|---\|---\|---\| \|Security deposits\|178\|168\| \|Fair value of foreign exchange derivative assets\|388\|495\| \|Interest receivable\|648\|615\| \|Others\|176\|116\| \|Credit impaired\| \| \| \|Loans and advances to employees\|23\|17\| \|Less: Allowance on loans and advances to employees\|(23)\|(17)\| \| \|1,390\|1,390\| Interest receivable includes `34 crore and `40 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Inter-corporate deposits placed with financial institutions yield fixed interest rate. Inter-corporate deposits include `978 crore and `952 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Notes forming part of Consolidated Financial Statements # (g) Trade payables Ageing for trade payables outstanding as at March 31, 2022 is as follows: \|Particulars\|Not due\|Outstanding for following periods from due date of payment\| \| \| \| \| \|Total\| \| \| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \|Less than 1 year\|1 - 2 years\|2 - 3 years\|More than 3 years\| \| \| \| \| \| \| \| \| \|Trade payables\|MSME\|-\|-\|-\|-\| \| \| \| \| \| \| \| \|Others\|1,187\| \|778\|22\|8\| \|52\|2,047\| \| \| \| \| \|Disputed dues - MSME\|-\|-\|-\|-\|-\| \| \| \| \| \| \| \| \|Disputed dues - Others\|-\|-\|-\|-\| \| \|32\|32\| \| \| \| \| \| \|1,187\| \|778\|22\|8\| \|84\|2,079\| \| \| \| \| Accrued expenses: 5,966 Other financial liabilities consist of the following: \| \| \| \| \|` crore\|As at March 31, 2022\|As at March 31, 2021\| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Other financial liabilities - Non-current\| \| \| \| \|Capital creditors\| \|339\|-\| \| \| \| \| \| \|Others\| \|233\|280\| \| \| \| \| \| \| \| \|572\|280\| MSME as per the Micro, Small and Medium Enterprises Development Act, 2006. # Other financial liabilities - Current \|Particulars\|Not due\|Outstanding for following periods from due date of payment\| \| \|Total\| \| \| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \|Less than 1 year\|1 - 2 years\|2 - 3 years\|More than 3 years\| \| \| \| \| \| \|Trade payables\|MSME\|2\|-\|-\|-\| \| \| \| \| \|Others\|1,320\|763\|26\|15\|79\|2,203\| \| \| \| \|Disputed dues - MSME\|-\|-\|-\|-\|-\| \| \| \| \| \|Disputed dues - Others\|-\|-\|-\|-\|32\|32\| \| \| \| \| \|1,322\|763\|26\|15\|111\|2,237\| \| \| \| Accrued expenses: 5,623 *MSME as per the Micro, Small and Medium Enterprises Development Act, 2006.
Integrated Annual Report 2021-22 Consolidated Financial Statements \| 265 # Notes forming part of Consolidated Financial Statements # (i) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2022 is as follows: \| \|Fair value through profit or loss\|Fair value through other comprehensive income\|Derivative instruments in hedging relationship\|Derivative instruments not in hedging relationship\|Amortised cost\|Total carrying value\| \|---\|---\|---\|---\|---\|---\|---\| \|Financial assets\| \| \| \| \|12,488\|12,488\| \|Cash and cash equivalents\| \| \| \| \|6,739\|6,739\| \|Bank deposits\| \| \| \| \|409\|409\| \|Earmarked balances with banks\|1,874\|26,945\| \| \|1,666\|30,485\| \|Investments\| \| \| \| \|34,219\|34,219\| \|Trade receivables\|Billed\| \| \| \|7,791\|7,791\| \|Unbilled\| \| \| \| \|6,756\|6,756\| \|Loans\| \| \|124\|264\|1,840\|2,228\| \|Other financial assets\|1,874\|26,945\|124\|264\|71,908\|1,01,115\| Financial liabilities \| \|Fair value through profit or loss\|Fair value through other comprehensive income\|Derivative instruments in hedging relationship\|Derivative instruments not in hedging relationship\|Amortised cost\|Total carrying value\| \|---\|---\|---\|---\|---\|---\|---\| \|Trade payables\| \| \| \| \|8,045\|8,045\| \|Lease liabilities\| \| \| \| \|7,818\|7,818\| \|Other financial liabilities\| \| \|22\|106\|8,131\|8,259\| \| \| \| \|22\|106\|23,994\|24,122\| Loans include inter-corporate deposits of `6,377 crore, with original maturity period within 36 months. # Integrated Annual Report 2021-22 The carrying value of financial instruments by categories as at March 31, 2021 is as follows: \| \|Fair value through profit or loss\|Fair value through other comprehensive income\|Derivative instruments in hedging relationship\|Derivative instruments not in hedging relationship\|Amortised cost\|Total carrying value\| \|---\|---\|---\|---\|---\|---\|---\| \|Financial assets\| \| \| \| \|6,858\|6,858\| \|Cash and cash equivalents\| \| \| \| \|2,981\|2,981\| \|Bank deposits\| \| \| \| \|212\|212\| \|Earmarked balances with banks\|4,904\|24,158\| \| \|311\|29,373\| \|Investments\| \| \| \| \|30,134\|30,134\| \|Trade receivables\|Billed\| \| \| \|6,856\|6,856\| \|Unbilled\| \| \| \| \|11,501\|11,501\| \|Loans\| \| \|163\|332\|1,750\|2,245\| \|Other financial assets\|4,904\|24,158\|163\|332\|60,603\|90,160\| Financial liabilities \| \|Fair value through profit or loss\|Fair value through other comprehensive income\|Derivative instruments in hedging relationship\|Derivative instruments not in hedging relationship\|Amortised cost\|Total carrying value\| \|---\|---\|---\|---\|---\|---\|---\| \|Trade payables\| \| \| \| \|7,860\|7,860\| \|Lease liabilities\| \| \| \| \|7,795\|7,795\| \|Other financial liabilities\| \| \|2\|90\|6,338\|6,430\| \| \| \| \|2\|90\|21,993\|22,085\| Loans include inter-corporate deposits of `11,256 crore, with original maturity period within 36 months. Carrying amounts of cash and cash equivalents, trade receivables, loans and trade payables as at March 31, 2022 and 2021, approximate the fair value due to their nature. Carrying amounts of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities which are subsequently measured at amortised cost also approximate the fair value due to their nature in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `1,672 crore and `332 crore as at March 31, 2022 and 2021, respectively. # Notes forming part of Consolidated Financial Statements # (j) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range.

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