Professional Documents
Culture Documents
TCS Annual Report 2016-2017
TCS Annual Report 2016-2017
www.tcs.com
About TCS
Tata Consultancy Services (TCS) is a global leader in providing information technology services,
consulting, and digital and business solutions to large enterprises through its unique Global
Network Delivery Model, recognized as the benchmark of excellence in software
development.
TCS' customer-centricity, deep domain expertise, agility in building new capabilities, and focus
on constant innovation and IP development, and execution excellence have resulted in
enduring customer relationships. With over 387,000 employees in 55 countries, and a global
delivery footprint that covers over 141 solution centers across 19 countries, TCS is among the
worlds top 10 IT service providers. The Companys compounded annual growth rate (CAGR)
since FY 05 is 21.6%, with industry-leading operating margins.
Founded in 1968 as part of the Tata group, TCS is headquartered in Mumbai, India and is
a public limited company, listed on the National Stock Exchange (NSE) and BSE Ltd. (Bombay
Stock Exchange) in India.
The theme for this years Annual Report, Reimagining the Enterprise, captures the depth and profoundness of the transformation that enterprises both TCS
and our customers are going through in the Digital age.
In the thematic section, we have showcased a few examples of customers partnering with TCS to reimagine parts of their businesses to become data-driven,
smarter, and agile to deliver a superior experience for their customers. Alongside, we have interviews with key leaders in TCS describing the change we are
executing within the organization at scale and with agility to lead in the Digital age.
ONE TCS
FY 2016: Shaping the Future FY 2015: Default is Digital FY 2014: One TCS
The Annual General Meeting will be held on Friday, June 16, 2017 at Birla Matushri Sabhagar, Sir V. T. Marg., New Marine Lines, Mumbai 400020, at 3:30pm. Towards preserving
our environment, printed copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies to the meeting.
TCS Annual Report 2016-17
Contents
01 02 04
Management Team 04 Management Discussion and Analysis 62 Independent Auditors Report 184
Letter from the Chairman 06 Corporate Governance Report 88 Balance Sheet 190
Letter from the CEO 08 Corporate Sustainability Report 110 Statement of Profit and Loss 191
Performance Highlights 11 Business Responsibility Report 116 Statement of Changes in Equity 192
Reimagining Digital Skilling 12 Awards and Recognition 120 Statement of Cash Flow 193
Reimagining Ecommerce 18
02 I Board of Directors
TCS Annual Report 2016-17
V Kelkar A Mehta
Director Director
N Chandrasekaran N G Subramaniam
Chairman Chief Operating Officer
& Executive Director
C M Christensen R Sommer
Director Director
I Hussain
Director
Board of Directors I 03
Management Team
Corporate
Geography Heads
04 I Management Team
TCS Annual Report 2016-17
Management Team I 05
Letter from the Chairman
Global business is transitioning to a new age where
technology is playing a central role in the growth of
every industry by delivering a superior customer
experience anytime, anywhere. The power of a
business now depends on its ability to manage the
transition from process maturity to data maturity.
Dear Shareholders,
It is with a great sense of pride that I write to you is helping make the data available at scale as and As our business transitions into a new and
after being appointed as the Chairman of this when needed; automation and artificial exciting phase of growth and innovation, the
exceptional Company. In the past seven years, intelligence are helping sift through enormous future of your Company could not be in better
when I had the privilege of leading this quantities of data; and analytics is helping derive hands than under a dynamic new executive
organization in an executive capacity, it has been insights and make useful predictions from that leadership team led by Rajesh Gopinathan as the
an exhilarating journey. data. Businesses have to change and understand Chief Executive Officer and Managing Director,
the impact and influence of these technologies. ably supported by N G Subramaniam as the Chief
The commitment and passion of a diverse, global Those who can do it faster and smarter will be the Operating Officer and V Ramakrishnan as the
employee base helped your Company exhibit leaders in the new economic world. Chief Financial Officer, together with a strong
strong leadership during this period, against the team of senior business leaders. The new team
backdrop of immense volatility in our key markets Your Company is once again at the forefront of this will continue to drive an organizational culture
and the world economy. Amidst the rise of new transformation. TCS has made significant that embraces change, believes in growing
Digital technologies, your Company remained investments in driving innovation in Digital, as well talent, and invests ahead of time, anticipating the
focused on staying relevant to customers, as by building new capabilities and skills in future needs of our customers.
employees, and the society at large, while technologies like cloud, artificial intelligence,
delivering significant returns to shareholders. automation, and analytics. It continues to With the new leadership team and huge
transform its engagement models to fit the opportunities ahead, I am very excited about the
My thirty years with TCS have given me a ringside customer's needs. To succeed in the Digital age, future and sincerely believe that TCS' best days
seat to the evolution and growth of your customers need the right technology partners with are yet to come.
Company. I have witnessed your Company's the strategic commitment and sustained
ability to emerge from every technology cycle investments necessary to stay relevant to their On behalf of the entire Board of Directors of
stronger than ever and be in a position to capture business. With its focus on long-term Tata Consultancy Services, I would like to thank
a greater share of market opportunities. relationships, your Company is well placed to help you our valued stakeholders for the continuing
customers leverage these technologies by being confidence you have placed in the organization.
Your Company is in a growth industry where the able to deploy these on a global scale in an easy-
demand for technology continues to expand. In to-consume, experiential, and all-pervasive Warm regards,
earlier decades, IT played a key role in supporting environment. N Chandrasekaran
business. The Internet era then saw business Chairman
strategy being defined by technology strategy. In the Tata group, our ethos is shaped by the core
As a result, technology was embedded into belief that our founder articulated almost hundred
business. Today we are entering a new world and fifty years ago that the community is not just
where technology is now defining what the another stakeholder of business, but the very
business can or should do. purpose of its existence. That ethos guides all our
actions and initiatives. Your Company has focused
The global business is transitioning to a new age on helping communities in three core areas:
where technology is playing a central role in the education and skills, health and wellness, and
growth of every industry by delivering a superior environmental sustainability. This concentration of
customer experience anytime, anywhere. The effort on a few areas has allowed us to make a
power of a business now depends on its ability to bigger impact in those chosen areas. I am delighted
manage the transition from process maturity to to see each of those programs scale up
data maturity. The Internet of Things (IoT) is about significantly to start making a difference to the
capturing data from machines and sensors; cloud targeted communities.
Dear Shareholders,
FY 2017 was a year of leadership transitions, at ` 2,850 per share, for an aggregate amount APIs to their back-office systems that account for
globally, and in your Company too. In January not exceeding ` 16,000 crore. 85% of the banks transactions, inviting the global
this year, N Chandrasekaran (Chandra), who led developer community to build innovative new apps
Tata Consultancy Services as the Chief Executive Business Performance that extend the banks services to newer customer
Officer and Managing Director for the past seven From a segmental point of view, revenue from segments.
years, stepped down from his executive role the Banking, Financial Services, and Insurance
to become the Chairman of the Board. industry grew close to the Company average. The key differentiators that enable TCS to
With the exception of Retail and HiTech, all the strategically partner with these large global
In the seven years under Chandras leadership, other industry verticals grew in double digits over progressive corporations are our deep contextual
your Companys stellar financial performance the prior year. knowledge of customers business models,
made it a bellwether, with industry-leading functions, processes, and systems; our proactive
metrics in every respect. Revenue grew almost Our investments in geographies are paying off approach to innovation; and our commitment to
four-fold, from ` 30,029 crore in FY 2010 to very handsomely, with all regions reporting delivery excellence. At the core of all this is our
` 117,966 crore in FY 2017, a compounded considerable growth on a full year basis. ability to attract, develop, and retain talent.
annual growth rate of 21.6%. Our operating profit Continental Europe, Latin America, and Middle
margin the highest in the industry stayed East-Africa grew in the mid-teens, while the other People
stable in the 26-28% band throughout this period. geographies grew in the 6 to 10% range on Your Companys talent management practices
a constant currency basis. Among the service continue to be a benchmark in the industry. In FY
Most importantly, the customer-centric vision to lines, Im happy to report that our Enterprise 2017, we added about 79,000 employees
make early, far-sighted investments in emerging Solutions and Consulting business crossed $3 Bn on a gross basis, ending the year with over
technologies allowed us to gain a leadership in revenue this year, while our BPS business 387,000 employees across 130 nationalities.
position in the Digital space, positioning us well crossed the $2 Bn milestone. Women make up 34.7% of our workforce.
for the future.
Digital technologies account for most of the net Our local hiring programs in various geographies
On behalf of the shareholders, the Board of new IT spending by customers today. Your are progressing well. In FY 2017, we recruited
Directors, and all my colleagues at TCS, I would Company continues to fare very well in this area, over 11,500 employees outside India, including
like to thank Chandra for the executive leadership, emerging as the preferred partner for many large students from leading engineering campuses and
vision, and mentorship he provided. enterprises in their Digital transformation business schools in the US. This has allowed us
journeys. Over 55% of our clients engage with us to bring down our dependence on work visas
In FY 2017, your Company delivered a steady today on Digital Services, and that percentage is significantly.
performance, with a reported revenue of much higher among larger clients. Digital revenue
` 117,966 crore, growing 8.6% over the prior crossed the $3 Bn milestone this year, making up Your Company has made significant progress in
year. TCS continues to be the most profitable 16.7% of revenue and growing 28.8% over the reskilling the workforce on newer technologies.
Company in the IT services industry, with a net prior year. Our Digital competency development program
profit of ` 26,289 crore, which is a net margin has resulted in over 200,000 TCS associates
of 22.3%. In FY 2017, your Company was the technology getting Digitally trained, possessing nearly
partner of choice for many leading corporations 600,000 competencies. We are experimenting
In keeping with our tradition of directing surplus across the world in their business transformational with ever more innovative ways to accelerate
cash to shareholders, the Board has and Digital reimagination journeys. We helped the Digital learning. One such recent initiative is
recommended a final dividend of ` 27.50. worlds largest bauxite mining and aluminium a mobile-first app that uses gamification to
Including the three interim dividends paid earlier manufacturing company split into two entities by deliver an immersive learning experience.
this fiscal, the total dividend payout in FY 2017 engineering a flawless IT separation. One of the
amounts to ` 47 per share, a payout ratio largest healthcare organizations in the world chose Our progressive policies, culture of empowerment,
of 42.0%. In addition to that, your Company TCS to standardize and simplify its vast and complex and continual investments in people have
announced a proposal to buy back up to supply chain footprint. We helped one of the worlds historically resulted in industry-best retention rates.
56,140,351 equity shares of the Company, largest banks identify and publish some of the critical In FY 2017, our attrition rate in the IT Services
Performance Highlights
Revenue trend 117,966 Client metrics
CAGR 19.3% 108,646 n $50 Mn+ Clients
94,648 n $100 Mn+ Clients
81,809 84
68 73
62,989
52 53
17 24 29 37 35
` crore
FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17
27.0% 26.9%
26.5%
25.7%
1.0%
12.8%
Amount in `
FY13 FY14 FY15 FY16 FY17 *including dividend tax and final dividend for fiscal 2017 (FY 2013 to FY2017)
91.1%
Cash flow from Shareholder payouts
operating activities 25,223 n Special dividends 18088
n Dividends (Excl spl divs)
19,369 19,109
n Shareholder payout ratio
14,751 (incl special dividend) 9,166 11,071
10,206
11,615
7,058
5,030
# The Company transitioned into Ind AS with effect from April 01,2015. The IFRS operating profit being in line with the Ind AS operating profit, IFRS numbers have been considered for prior years for continuity purpose in
the above chart instead of the Indian GAAP numbers that were actually reported in those financial years. Also note that FY 2015 numbers exclude a one-time employee reward of ` 2,628 crores paid by the Company.
Performance Highlights I 11
Reimagining Digital
Skilling
TCS is working at the grassroot level to address the shortage of STEM
skills through goIT our flagship student engagement program in North
America. goIT seeks to spark an interest in technology among middle-
school students through design thinking, mobile app development, and
mentorship from TCS employee volunteers. Students work in teams to
identify problems, generate possible solutions, wireframe their
prototypes, develop and test their solutions, and present their work to
peers and judges. Each TCS volunteer completes extensive training,
covering youth psychology, design thinking, educational systems, and
tools for mobile app development to aid their preparation as a mentor.
Till date, we have engaged over 13,000 middle and high school students
across 50 cities in US and Canada. More than half of them reported an
increased interest in STEM disciplines, and 86% agreed that the
program encouraged them to consider a STEM career.
280,000 ASSOCIATES
Brand
2017
TCS #DigitalEmpowers brand campaign, launched at the World Economic Forum in Davos in January 2017,
won the Creative of the Future award from the World Communications Forum.
Every new technology historically changed the reimagine different aspects of their businesses, The TCS Digital ReimaginationTM framework is a
way work got done. What makes Digital so and you will see some of those reimagination proven way to structure that exercise, taking up
different? stories in this report. the business model, products and services,
What makes Digital different is that it empowers customer segments, channels, business
people and businesses to get things done How do brick and mortar enterprises reimagine processes, the workplace, and the customer /
interactively and instantaneously. There is an themselves? employee experience, and looking at how Digital
unprecedented volume, variety, and velocity of Digital reimagination is all about looking at the can make a difference in each of them.
innovation that is leading to revolutionary change. end objective of delivering convenience and
Newer business models are based purely on simplicity of interaction and working backwards, What is the roadmap that you would prescribe
technology, are asset-light, and yet pose a examining every link or hand-off in the value for an enterprise seeking to Digitally transform
serious challenge to incumbents. These virtual chain, and figuring out what needs to be done itself?
entities have used Digital technologies to set very differently to enable that outcome. With the objective of delivering a simple, yet
high standards of customer experience, changing great customer experience, every organization
the equation between business and technology. has to work on three broad areas, all at the same
Historically, technology was an enabler of time.
business and a source of efficiency. Today, Digital "We are advocating three common First, there has to be a solid foundation or what
technologies are defining business, and are an we call a Digital spine, which is made up of three
themes to customers: Agile,
active driver of competitiveness, business parts a cloud-first strategy that makes
models, and even business viability. Automation, and Cloud. All three infrastructure, applications, and data shareable;
Digital is one diverse, yet inter-operable, are critical building blocks for any then APIfication or building a services fabric that
constantly evolving family of technologies organizations Digital will allow business services to be consumed
enabling continuous availability of data, systems, internally and externally at will; and finally,
transformation."
applications, and business processes. Such an renovation of core systems and automation
architecture allows enterprises to completely frameworks as necessary.
The second area is intelligence. Organizations seamless, and for which TCS takes full agenda is by making current operations more
have to learn to work with large volumes of real- accountability and ownership. efficient through greater automation ranging
time data and move to insights-driven decision Our delivery engine is seen by our customers from simple transaction enrichment, straight-
making. Deployment of Big Data analytics, IoT, and even peers as the best in the industry. Our through processing, and robotic process
AI-based personalization and autonomous unwavering focus on quality results in superior automation, to insights-driven automation.
operations are examples of that. outcomes and the experience of certainty which Lastly, we strongly advocate cloud adoption
Lastly, there is the front-end enterprise and shows through in how we top customer and cloud-first strategies. Virtualization of assets
consumer apps. Immersive technologies, satisfaction surveys year after year. is key to unlocking value within the enterprise.
consistent data representation, customer Computing power, storage, software, data
experience across channels and touchpoints all analytics all lend themselves to cloud-based
personalized, and backed by intelligence and models that deliver greater flexibility, agility, and
insights are what go towards making the "Our services are getting efficiency.
customer feel understood. embedded into their core products
and services and are a source of How is Digital shaping the future opportunity for
Why do clients pick TCS to partner them in the IT services business?
competitive differentiation. This is a
their reimagination journey? What does TCS We are seeing increased spending by companies
bring to the table?
huge structural change. You have across industry verticals on Digital technologies.
I think the number one reason is contextual new generation, intelligent cars Our services are getting embedded into their core
knowledge. This is a deep understanding of our whose parking-assist feature or products and services and becoming a source of
customers businesses, their processes, and the competitive differentiation. This is a huge structural
intelligent cruise-control feature is
underlying systems and IT environment. Having change. You have new generation, intelligent cars
worked with them for years, we possess a
programmed by us." whose parking-assist feature or intelligent cruise-
granular understanding that we have been able to control feature is programmed by us.
successfully institutionalize and translate into
superior quality work. What are the key themes you are advocating to
Secondly, we possess greater scale in Agile customers for FY 2018?
"Our delivery engine is seen by our
and Digital technologies, having spotted these Rajesh [Gopinathan] and I met over 75 customers
trends sufficiently early and invested in reskilling across the world in the last couple of months. It customers and even peers as the
our workforce. Digital programs are growing in was clear from those interactions that every best in the industry. Our unwavering
scope and size, and customers can ill afford to customer has a transformative agenda, and they focus on quality results in superior
work with an IT partner who cannot meet their are looking for help navigating through real life
outcomes and the experience of
time-to-market imperatives. challenges in accomplishing that agenda.
Third, our investments in research and Looking at those imperatives, we are certainty which shows through in
innovation have delivered innovations that find advocating three common themes to customers: how we top customer satisfaction
application in different industry verticals. Agile, Automation, and Cloud. All three are critical surveys year after year."
The work in AI, for example, results in intelligence building blocks for any organizations Digital
getting embedded into boiler control systems transformation.
and in investment advisory chatbots. We have Location-independent agility at scale, that is All these structural changes are expanding the
been showcasing these innovations to our the ability to orchestrate Agile development overall spending on technology.
customers, helping seed ideas for their own across globally distributed teams is very critical Within that spend, there is a greater propensity
reimagination journeys. for enterprises undertaking large Digital programs to outsource because the shelf life of
Customers appreciate that our full services where time-to-market is critical. technologies is reducing, and it is hard to predict
capability backed by a rich portfolio of Automation is the other essential item on how long a certain technology will stay relevant.
frameworks, products, and platforms allows us to every CXOs agenda. With budgets remaining We are therefore positive on our longer-term
craft comprehensive Digital solutions which are constrained, one way to fund the transformation growth prospects. n
18 I Reimagining e-Commerce
Reimagining Boiler Controls
Mitsubishi Hitachi Power Systems is reimagining power plant
operations, equipping operators with real-time adaptive control and
actionable insights to help them optimize performance. They chose TCS
to help build an AI-based boiler control system for efficiently regulating
coal-fired thermal power plants. The system brings the power of Big
Data analytics and artificial intelligence to check nearly 250 parameters
and over 10,000 combinations to tune the boiler for maximum
efficiency, depending on the kind of coal. More efficient combustion
from the new system not only reduces costs for the plant operators but
also cuts NOx emissions.
How has TCS approach to research and computation for design of materials and related applications, speech biometrics, and cognitive
innovation changed in the Digital world? engineering processes. optimization. We have also been working with
The Digital world has opened up completely new manufacturing units to help predict machine failures
avenues for TCS Research and Innovation. AI is the buzzword these days. What is TCS doing for condition-based maintenance and to intelligently
The innovation opportunity lies in two broad in this space? control manufacturing or utility operations for
areas. First, the Digital reimagination of industry Artificial intelligence algorithms aim to solve improved efficiency. We are also exploring the role of
domains and society at large. With its stakeholders problems by learning, or creating rules, and can humans in the loop in the context of enterprise AI.
increasingly becoming digital, the industry is tackle a very large number of variables and
reimagining itself to become part of the experiences uncertainties. AI today is being applied in the Tell us about some of your initiatives to align your
they seek. Businesses today aim to deliver unique, consumer domain like image and speech recognition research and innovation effort with customers.
curated experiences to stakeholders in every value and natural language processing. We are applying AI Can you talk about the outcomes from some of
chain to the customer and to the Digital citizen, in enterprise scenarios through Ignio, our neural these?
employee, partner, and regulator. automation product for enterprise IT operations. Our Innovation Evangelists connect TCS Research
Secondly, the industrialization of computing has We are also working on a range of conversational and Innovation, customers, and business
set new benchmarks for scale, reliability, security, and visual perception systems, augmented reality stakeholders through various platforms. These
and cost. Enterprises have an enormous opportunity include focused co-innovation events and
to innovate in all these areas. workshops that help teams jointly identify
Research is catalyzed by Digital technologies as "Research is catalyzed by Digital opportunities and shape solution ideas through use
they make large-scale data capture, referencing, cases. Customer-centric Innovation Days have
simulation, and modeling easier. There is exciting technologies as they make large- become a strong platform for TCS to connect to
growth at the intersections of computing and scale data capture, referencing, customer leadership. Customers request Research
multiple sciences. For instance, at the cusp of and Innovation solutions across domains,
computing and human behavior, we are studying
simulation, and modeling easier. sometimes resulting in research collaborations.
interactions in the spheres of work, health, business, There is exciting growth at the A recent one was for energy demand forecasting for
entertainment, and society. In life sciences, we intersections of computing and a utility company. Another outcome is technology
study a wide spectrum of work related to genomics, proofs of concept, like the one we did for a capital
metagenomics, and health. In physical sciences, multiple sciences." markets customer who wanted these in themes
there are dramatic advancements in the use of ranging from operational efficiency to customer
22 I Reimagining IT Landscapes
Reimagining Business
Models
In a data- and content-driven Digital world, BT, UKs leading telecom
company, reimagined its broadband and mobile businesses to go
beyond being a passive carrier of third party content. BT TV is today a
leading converged operator in the UK delivering its own IPTV content
to subscribers. TCS has been their strategic partner in this journey,
helping engineer, deploy, and support BT TVs products and solutions to
deliver an exceptional experience to viewers anywhere, anytime, and on
any device.
How has Digital adoption changed the IT preference in newer engagements, and that Virtualization of IT services results in what is
services business? changes software delivery models. known as Shared Services. These are basically a
The adoption of Digital technologies and the Then, there is virtualization. Hardware and set of capabilities, say, ERP maintenance, which
changed equation between business and software which were earlier purchased and are not dedicated to any one customer but shared
technology have brought about newer buying installed within the customers premises are now across multiple customers. Customers benefit
behaviors among customers. being accessed from the cloud on a rental basis. from the standardization, flexibility in handling
Customers dont want to get locked into any one workloads, and lower cost while TCS can
proprietary technology but want systems standardize, automate, and better govern the
"Every business leader has to integrators like us to stitch together multiple service delivery.
constantly look at how best-in-class point solutions which they can Last, when many of the newer technologies
technology can reshape their consume as a service. are not fully understood, customers look to us to
area, and engage with simplify matters and use our contextual
knowledge of their business to explore the
technology to transform."
"Customers want us to take boundaries of what is possible.
Related to that is the rise of integrated solution
responsibility for delivering the
Today, IT is no longer the exclusive domain of offerings. Customers want us to take
the CIO. Every business leader has to constantly
overall transformation program that responsibility for delivering the overall
look at how technology can reshape their area, often entails orchestrating the transformation program that often entails
and engage with technology to transform. This delivery of multiple service lines. orchestrating the delivery of multiple service
has created multiple buyers of technology within This is in contrast to separately lines. This is in contrast to separately purchasing
the enterprise. individual services such as application
purchasing individual services."
Second, there is an immense speed-to-market development and maintenance or package
imperative. So Agile and DevOps is a default implementation.
24 I Reimagining IT Services
Can you give an example of an offering that At the other end of the spectrum, we have deflation at one end of the spectrum, the higher
involves multi-service orchestration? How do automation replacing a lot of human effort. realization at the other end keeps our margins
you see this working on scale? What are TCS' initiatives on this front? steady.
A good example is the work we are doing for a The fears of automation leading to job losses are
large Fortune 500 company which is overdone. People had similar concerns when Where do products and platforms fit into the
contemplating a series of divestitures. computers first entered the workplace. Today we services framework?
We are building a replicable model for know that the increased efficiency from TCS has developed a lot of domain expertise in the
carrying out IT system separations with minimal computerization only resulted in greater course of working with customers in different
disruptions every time they go through a economic growth. At TCS, we have focused on industry verticals over long periods of time. That
divestiture. System separations are immensely automation from our early days, going back to the expertise results in more repeat business and
complex and require capabilities spanning the code generators and reverse engineering parsers higher value work. The other form of monetizing
end-to-end transformation lifecycle covering we built during the Y2K era. Automation is an that knowledge is by building intellectual property
assessment, evaluation of solutions, finalization integral part of the industrial model of software in the form of software products and platforms.
of a roadmap, deployment and governance, with engineering that we pioneered. Products and platforms entail an initial
emphasis on change management. We see the growing interest in automation investment in the development but thereafter,
From a service delivery point of view, it is a among customers as a revenue opportunity, and once they gain traction in the marketplace,
consulting-led program that requires multiple are now building greater focus. We work with all incremental revenues do not carry proportional
teams from streams such as enterprise the leading automation product vendors and also costs. That is why they are referred to as non-
solutions, cyber-security, cloud, infrastructure have our own cognitive automation product, linear revenues, and are a way of boosting
services, and business process services to Ignio, which is doing very well in the market. productivity in the services business.
come together and deliver a seamless When we say products and platforms, there is a
capability. Both automation and the Shared Services value continuum there. We start with high value,
This leverages our domain expertise, model you spoke of earlier bring costs down. customizable software products for mission-
business knowledge, technology skills, and How will this affect the IT services business? critical operations such as lending at a bank or
program management capability, and also our Automation and Shared Services are both ways merchandizing at a retailer. Next is the Software
ecosystem partnerships. Most importantly, it is of boosting productivity, requiring lesser effort to as a Service (SaaS) model where multiple
built on our unique collaborative and fluid achieve the same outcomes. One might look at customers subscribe to centrally hosted,
service delivery structure that enables the easy that deflation and conclude that it is a negative for standardized software to automate less critical,
coalescing of different capabilities into a One IT service providers. But historically, if you see, non-differentiated operations. At the other end is
TCS team. whenever advances in technology or delivery the convergence of SaaS and Shared Services into
models resulted in deflation of individual a platform-based utility model where the centrally
elements of spend, that never reduced overall hosted software and the operations team are
spending. On the contrary, overall spending on shared across multiple customers who pay per
"At TCS, we have focused on technology has only risen. transaction.
Our experience has been that whenever we To me, any activity which is not a source of
automation from our early days,
deliver greater efficiency and cost savings on competitive differentiation will eventually
going back to the code generators lower value areas using cloud, automation, gravitate to this kind of a utility model because of
and reverse engineering parsers we shared services and other Digital for Efficiency the sheer economies of scale such platforms can
built during the Y2K era. initiatives, it frees up customers spending for achieve.
Automation is an integral part of higher-end, transformational initiatives such as To participate in the entire spectrum of
omni-channel, customer experience or data customer spend, we need to have a portfolio of
the industrial model of software
analytics platforms that are a source of offerings with pure services at the highest end of
engineering that we pioneered." competitive differentiation. So, at the overall the value chain and platform-based outcomes at
portfolio level, there is growth, and despite the the other extreme. n
Reimagining IT Services I 25
Reimagining Business
Structures
State Bank of India, the countrys largest bank, reimagined its business
structure by merging the operations of six associate banks with itself.
The bank turned to its trusted technology partner, TCS, to manage
the most critical part of the integration the migration of product and
customer data from six core banking platforms onto SBIs TCS BaNCS
platform. The final merger was accomplished in a tight 48-hour window
before the bank opened for business in the new fiscal year. Post merger,
the TCS BaNCS instance at SBI supports over 550 million customers,
725 million accounts, and 180 million transactions per day. These are
staggering numbers unmatched by any other core banking software in
the world. The merger gives further scale-related benefits and puts SBI
into the league of the top 50 global banks by asset size.
Reimagining Payments I 27
Reimagining Software
Delivery
Aarthi Subramanian,
Executive Director
It seems Agile and DevOps are the buzzwords enabled enterprises to achieve speed to market. The iterative approach of Agile would need
in software delivery today. Can you explain For this reason, Agile/DevOps has become a core close proximity to users in the clients
these and put them in context? capability for enterprises going through a Digital organization. How do you do that in a globally
In the Digital era, enterprises are under pressure transformation. Applied at scale, it is helping IT distributed delivery model?
to cater to heightened expectations from organizations deliver at a much faster pace while There are proven operating models for effective
consumers within and outside the enterprise. ensuring stability and quality. communication and collaboration in distributed
Users are always looking for the next release and Agile that dont compromise agility. To make the
the next feature-rich version of software. distributed Agile model work we need to invest
Secondly, consumers of technology expect in building business knowledge across the teams,
software to be Always-On always available placing the right roles at the right locations,
and accessible from anywhere. "To make the distributed immersive collaboration tools, constant
Traditional methods of software development, Agile model work we need to communication, and a structured approach
which have taken a more phased and sequential invest in building business to planning.
approach to building software, make it hard to Enterprises already working with distributed
keep up with todays time-to- market demands.
knowledge across the teams, teams in traditional delivery models have typically
Agile and DevOps represent a new way of placing the right roles at the built significant knowledge of the enterprises
working to build and deliver software. Agile is an right locations, immersive business processes and mutual trust. These are
iterative approach that allows enterprises to important enablers for effective transition
collaboration tools, constant
develop software incrementally and faster. to Agile.
DevOps uses high levels of automation and communication and a Making distributed Agile work requires careful
tooling to rapidly deploy the software in structured approach to joint planning of delivery processes with the
production. So, while Agile gave us speed to planning." customer such as frequency of deployments,
develop, DevOps has extended this by giving us calibrated work hours, collaborative workspaces,
speed to seploy. Together these have truly and creating a One Team culture. TCS has made
significant investments in adopting the Agile way Agile/DevOps brings together a number of Give us a flavour of the cultural challenges in
of working across multiple customer enablers to ensure focus on quality and de-risking transforming the delivery organization to an
engagements and establishing an Agile culture of operational risks related to stability. These Agile mindset?
among our workforce through extensive training include integrated working of IT developers, Agile transformation is very much a mindset
and promotional campaigns. testers and operations and business teams change and should not be seen just as a new way
from day one. Heavy focus on automation of of delivering software. So it is important for
An industrial model of service delivery relies on testing to ensure production deployments are of enterprises to see this as an organization-wide
well-defined roles, responsibilities, processes high quality and most importantly the philosophy change management initiative with very strong
and controls. Are these still relevant in an Agile and associated tooling that ensures that software enablement from the leadership. This should
world? is production-ready every day. include awareness-building, re-skilling through
These fundamental aspects of industrialization of In addition, the instrumentation and self- training, support with change in roles, structural
service delivery are very much an integral part of healing capability in operations that tooling and changes, creation of role models (people as well
the Agile way of working. automation enable is key to ensuring high stability as projects), investment in Agile/Devops
With Agile, the focus is on delivering the and availability. infrastructure and collaboration tools.
program in increments called sprints with a The clear articulation of Agile values and
well-defined shorter duration (usually in weeks). principles remain fundamental to Agile execution
This means that Agile teams are typically sets of and is very important in sustaining the culture
smaller teams who work on a finite set of clearly "Agile transformation is very much across multiple teams. This means that the entire
defined items of work. The work items are team operates as a single unit towards a shared
a mindset change and should
digitized using tools providing full visibility across vision.
distributed teams. not be seen just as a new way A strong focus on cultural integration is
Focus on programming excellence is core to of delivering software. another important piece. Conducting cultural
Agile/DevOps. Clearly defined practices and a So it is important for enterprises awareness sessions and enabling a culture
plethora of tools are available to enable this. That coach role at distributed locations aid continuous
to see this as an organization-wide
is key to the increased productivity of the integration of the teams.
development teams.
change management initiative Finally, other measures like travel of key roles
Process centricity, another hallmark of the with very strong enablement to distributed locations, gamification, simulated
industrialized model, is embedded into the Agile from the leadership." scenarios and fun events establish strong ties
way of working much more organically than in amongst distributed teams, improving their
traditional models. A simple but effective ability to work together as one cohesive team. n
example is the concept of daily stand-up
meetings, a collaboration and planning process
fundamental to the Agile way of working.
DevOps takes process centricity to the next AGILE IMPACT: BENEFITS REALIZED
level through its focus on extreme process
automation. To that extent, it is a hyper-
BY BUSINESS AS WELL AS IT
industrialized approach to software deployment. Leading European Leading Leading US US Financial
Telecom Network Australian Bank Cable Operator Services Company
When the emphasis is on speed-to-market,
how are the operational risks around system Time to Market Time to Market Time to Market Time to Market
stability managed? 40% reduction 65% reduction 25% reduction 20-50% reduction
The Agile approach is designed to ensure quality
Product Quality Test effort Product Quality Product Quality
and predictability while delivering faster in
smaller increments creating a continuous flow-
80% improvement 70% improvement 70% improvement 60% improvement
through to the business.
How are you building Digital capabilities in TCS? ecosystem that combines virtual, physical, and engagement to applying for a job, getting an offer
Are you hiring big numbers from the market? experiential learning infrastructure with high letter, accepting it and thereafter is digitized
We do hire a few individuals where required but quality content, and is available any place, any and completely paperless.
remember, there just wont be sufficient people time, and on any device. There are virtual Even before we recruit them, we engage with
with skills in newer technologies in the market. development environments where they can try out students through Campus Commune, our online
On the scale at which we operate, there are no their learning, with a social connect so they can student engagement portal. It helps them in their
shortcuts to capability development. We have to consult peers. Digital learning through webinars, educational
do what we have always done invest in re- This globally available learning platform has videos, and blog posts by experts in various fields,
skilling our employees. removed geographic boundaries, giving us the and in collaborating with their peer groups globally.
The task is made easier because we have a benefit of both scale and speed. We have started using programming contests
young and highly motivated workforce which on Campus Commune such as TESTimony,
recognizes the importance of Digital, and is eager In a Digital world, how has recruitment EngiNx, GameOn, and CodeVita to spot and hire
to learn. The challenge is to do this quickly and at changed? What do you look for in a prospective top talent from the student community. Last year,
scale. That is where we are ourselves leveraging employee today? we recruited over a thousand talented students
the power of Digital. We have completely reimagined talent acquisition this way.
using Digital technologies. Today, the end-to-end Post recruitment, we have onboarding
Tell us more about how you do that. employee experience starting from student platforms to engage with both trainees and lateral
We have fundamentally reimagined our approach hires.
to training. The starting point is to acknowledge For laterals hiring, we use job boards, social
that Gen Ys learning style is different. They dont "On the scale at which media, and the TCS internal reference portal. We
learn by reading manuals. They pick up a we operate, there are no shortcuts are also using new generation online recruitment
technology skill only when they need it, only to the to capability development. We have tools that use analytics and AI to cast the net wider
extent they require, and by trying it out on their and screen a large numbers of candidates faster
own, and consulting peers when they need help.
to do what we have always done and with lesser effort. Our constant innovation has
To cater to this generational shift, we have built invest in re-skilling our employees." made us a benchmark in the talent acquisition
the TCS Digital Learning Platform an integrated domain.
Coming to the second part of the question, we will require fewer people to generate the same TCS has historically had the best retention rates
some things never change. The two key attributes unit of revenue. in the industry. What has made that possible?
that we continue to look for are willingness to learn To see this trend, you have to compare longer There are many things that go into creating an
and positive attitude. Other skills that are very periods. If you look at the incremental revenue empowering environment that values and fosters
important in todays world are the ability to work generated in the last five years on a constant talent and enables individuals to realize their
with a diverse workforce cultural sensitivity, deal currency basis, you will see that it took far fewer potential. In my opinion, our caring and enabling
with complexity and ambiguity, balance opposing additional people compared to the prior five - year culture steeped in Tata values and ethos is the
views, and see the big picture. period. I think this trend will continue into most critical element from which everything else
the future. follows.
How has the quality of fresh engineering Role rotation programs allow employees to
graduates changed over time? There is a lot of news on visa restrictions in the develop all-round capabilities and grow their
In my experience, the quality of fresh engineering US. How dependent are you on such visas? careers exposing them to newer roles, newer
graduates in India has improved over time. There Historically, we have always recruited local talent technologies, other domains, and other
are two reasons for this. in all our major markets. We have significantly geographies. TCS full services capability, broad
First, millennials are more exposed to ramped it up in the last couple of years, replicating industry coverage, and large geographic footprint
technology, much earlier, and come with a better many of the programs that have worked very well offer employees phenomenal opportunities to keep
awareness of the digital world. Unlike past for us in India such as partnering academic trying out new things all the time.
generations, they start working with computers in institutions and engaging with high school The organizations business growth also
school itself and even study a lot of programming in students. These are now delivering results. offers individuals very strong career growth
college. We are hiring from over a hundred engineering opportunities. The cutting- edge Digital
campuses in the US and also hiring MBAs from top transformational work we are doing for leading
B-schools, and the experience has been excellent. corporations across the world makes TCS the best
We believe we were the top recruiter on a net basis place for talented engineers looking to work on the
"Millennials are more exposed in the United States in FY2017. We have been latest and most exciting assignments.
to technology, much earlier, and certified as a Top Employer in North America 2017 Other key HR interventions and investments
by the Top Employers Institute for the third that have made our retention rates the industry
come with a better awareness consecutive year. benchmark are our progressive policies, focus on
of the digital world." All this is helping us bring down our dependence diversity, investments in training and reskilling,
on work visas. In 2016 and again this year, we have career management, leadership development
applied for only a third of the visas we had applied programs, and the multiple social platforms for
for in 2015. employee engagement. n
Second, many progressive engineering
institutes are working closely with us, as partners
in the TCS Academic Interface Program, to align GLOBAL, DIVERSE TALENT ACQUISITION
their curriculum and pedagogy with the needs of
the industry. We help them by organizing faculty
WORKFORCE 78,912 employees hired in FY 2017
training programs, technical workshops, project 67,328 in India and
sponsorships, soft skill programs, and so on. 11,584 outside India
Directors' Report
To the Members,
The Directors present the Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial
year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Financial statements for the year ended and as
at March 31, 2016 have been restated to conform to Ind AS Note 3 to the consolidated financial statement provides further explanation on the transition to Ind AS.
1. Financial results
(` crore)
Unconsolidated Consolidated
Financial Year 2016-17 Financial Year 2015-16 Financial Year 2016-17 Financial Year 2015-16
(FY 2017) (FY 2016) (FY 2017) (FY 2016)
Revenue from operations 92,693 85,864 117,966 108,646
Other income (net) 4,568 3,757 4,221 3,084
Total income 97,261 89,621 122,187 111,730
Expenses
Operating expenditure 65,604 58,810 85,655 77,969
Depreciation and amortization expense 1,575 1,459 1,987 1,888
Total expenses 67,179 60,269 87,642 79,857
Profit before finance cost and tax 30,082 29,352 34,545 31,873
Finance costs 16 13 32 33
Profit before tax (PBT) 30,066 29,339 34,513 31,840
Tax expense 6,413 6,264 8,156 7,502
Profit for the year 23,653 23,075 26,357 24,338
Attributable to:
Shareholders of the Company 23,653 23,075 26,289 24,270
Non-controlling interests NA NA 68 68
Opening balance of retained earnings 53,576 42,370 56,113 43,904
Adjustment with other equity 59 (102) 25 (103)
Amount available for appropriation 77,288 65,343 82,427 68,071
Appropriations
Dividend on equity shares (excluding tax) 9,162 7,993 9,162 7,993
Tax on dividends 1,785 1,486 1,785 1,486
Capital redemption reserve - - - 110
General reserve - 2,288 - 2,304
Statutory reserve - - 33 65
Special Economic Zone re-investment reserve 376 - 376 -
Closing balance of retained earnings 65,965 53,576 71,071 56,113
(` 1 crore = ` 10 million)
34 Directors Report
2. Buyback of Equity Shares
The Board of Directors of the Company at its meeting held on February 20, 2017, has approved buyback up to 56,140,351 equity shares of `1 each, on a
proportionate basis, at a price of ` 2,850 per equity share payable in cash for an aggregate consideration not exceeding `16,000 crore, excluding transaction
costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc., by way of a Tender Offer route through Stock Exchange
Mechanism. This is in accordance with the provisions of the Companies Act, 2013 (Act), and the Securities and Exchange Board of India (Buy Back of
Securities) Regulations, 1998, and other applicable laws and regulations.
The buyback is a capital allocation decision taken with the objective of seeking a fairer valuation of the Companys stock while improving the Companys
Return on Equity, and increasing shareholder value in the longer term.
The offer size of the buyback is within the prescribed limit of 25% of the aggregate of paid up capital and free reserves of the Company, and represents 2.85%
of the total issued and paid-up equity share capital of the Company.
3. Dividend
Based on the Companys performance, the directors are pleased to recommend for approval of the members a final dividend of `27.50 per share for FY 2017
taking the total dividend to `47.00 per share (previous year `43.50 per share). The final dividend on equity shares, if approved by the members would involve
a cash outflow of ` 6,522 crore, including dividend tax. The total dividend on equity shares including dividend tax for the FY 2017 would aggregate ` 11,071
crore, resulting in a payout of 46.8% of the unconsolidated profits of the Company.
4. Transfer to reserves
The Company proposes to retain the entire amount of ` 65,965 crore in the profit and loss account.
5. Companys performance
On a consolidated basis, the revenue from operations for FY 2017 at ` 117,966 crore was higher by 8.6% over the last year (`108,646 crore in FY 2016).
The profit for the year attributable to shareholders and non-controlling interests was ` 26,357 crore, recording a growth of 8.3% over the last year
(` 24,338 crore of FY 2016). The profit after tax attributable to shareholders of the Company was ` 26,289 crore, 8.3% higher than that of the previous year
(` 24,270 crore).
On an unconsolidated basis, the revenue from operations for FY 2017 at `92,693 crore, was higher by 8.0% over the last year (`85,864 crore in FY 2016).
The profit for the year was `23,653 crore, registering a growth of 2.5% over the PAT of ` 23,075 crore in FY 2016.
In FY 2017, TCS hired 78,912 employees across the world. The Companys onboarding platforms give new employees a consistent, world-class integration
experience. Our diversity initiatives are showing good progress. The Company has employees from 130 nationalities and is one of the largest employers of
women, who constitute 34.7% of our global workforce. The Company had 387,223 employees across 55 countries, as on March 31, 2017.
TCS Digital Learning platform is helping the Company reskill the global workforce quickly, and at scale. The Companys various employee engagement
platforms and initiatives have resulted in a vibrant, productive and enjoyable work environment. A structured approach to career development, leadership
development, internal job rotations, and mentoring helps employees grow their careers and realize their potential.
Programs like Fit4life, Safety First, Employee Assistance Program, and Purpose4Life are part of the total employee experience, helping to promote individual
wellness while balancing the needs of work, family and society. PULSE, the Companys employee satisfaction survey, provides critical insights into the needs
of the workforce and forms the basis of refining organizational policies and programs.
Through all these initiatives, the Company continues to remain the industry benchmark for Talent Retention. Attrition in FY 2017 reduced to 10.5% in IT
Services and to 11.5% on an overall basis.
7. 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. In FY 2017, the Company was re-appraised enterprise-wide at the highest maturity Level 5 of CMMI-DEV
Directors Report 35
Annual Report 2016-17
(Development) and CMMI-SVC (Services) version 1.3. The Company also achieved enterprise-wide ISO certification for Quality Management (ISO
9001:2015), IT Service Management (ISO 20000-1:2011), Information Security Management (ISO 27001:2013), and Business Continuity Management
(ISO 22301:2012). TCS strong commitment to the environment and occupational health and safety of its employees and business partners is demonstrated
through the enterprise-wide Environmental Management (ISO 14001:2004) and Occupational Health and Safety Management (BS OHSAS 18001:2007)
certifications. The Company also maintain domain-specific quality certifications including AS 9100 (Aerospace), TL 9000 (Telecom) and ISO 13485 (Medical
Devices).
TCS Global Network Delivery Model (GNDMTM), built on a strong process-driven and customer-centric integrated Quality Management System (iQMSTM),
continues to deliver outstanding value and experience to our customers. iQMSTM is continually enhanced for emerging service offerings, new delivery
methodologies, industry best practices and latest technologies. The Company continues to invest in knowledge management platforms for effective
collaboration, learning and sharing. The Company received the prestigious Most Admired Knowledge Enterprise (MAKE) award in the Global Independent
Operating Unit (IOU) category for the seventh time, Asian and Indian categories for the twelfth time. For a second successive year in 2016, the Company
was ranked first in the Global IOU MAKE award category.
Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels in the
periodic surveys conducted by us. This is validated by top rankings in third-party surveys as well.
8. Subsidiary companies
The Company has 58 subsidiaries as on March 31, 2017. There are no associate companies or joint venture companies within the meaning of Section 2(6) of
the Act. There has been no material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in
Form 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 accounts in respect of subsidiaries, are available on the website of the Company.
36 Directors Report
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
Companys internal financial controls were adequate and effective during FY 2017.
10. Directors and key managerial personnel
Mr. N. Chandrasekaran relinquished his position as the Chief Executive Officer and Managing Director of the Company with effect from February 21, 2017, on
his appointment as Executive Chairman of Tata Sons Limited. Mr. N Chandrasekaran demonstrated exemplary leadership during his tenure as the Chief
Executive Officer and Managing Director of the Company. Prior to his elevation to the position of the Chief Executive Officer and Managing Director of the
Company on October 6, 2009, he held the office of the Chief Operating Officer and Executive Director of the Company from September 6, 2008, till October 5,
2009. He joined the Company in 1987 and has held several key positions within the Company. The Directors place on record their appreciation of the
invaluable services of Mr. N. Chandrasekaran as the Chief Executive Officer and Managing Director.
Tata Sons Limited nominated Mr. N. Chandrasekaran as the Chairman of the Board of Directors of the Company in place of Mr. Ishaat Hussain, with effect
from February 21, 2017. The nomination was duly noted by the Board of Directors at its meeting held on February 20, 2017. Consequent to this,
Mr. N. Chandrasekaran took charge as the Non-Executive Chairman of the Board of Directors of the Company with effect from February 21, 2017.
Mr. Ishaat Hussain was nominated as the Chairman of the Board by Tata Sons Limited on November 9, 2016, in place of Mr. Cyrus Mistry. Mr. Hussain
presided over as the Chairman of the Board till the nomination of Mr. Chandrasekaran as the Chairman with effect from February 21, 2017. The Directors
place on record their appreciation of Mr. Ishaat Hussain for presiding over the Company as the interim Chairman.
Based on the requisition of the holding company, Tata Sons Limited, an Extra-Ordinary General Meeting of the Company was convened on December 13,
2016, at which the shareholders voted in favor of removal of Mr. Cyrus Mistry as a Director. Mr. Cyrus Mistry ceased to be a Director of the Company with
effect from December 13, 2016.
Mr. Phiroz Vandrevala stepped down as a Director with effect from July 8, 2016. In a career spanning over 25 years with the Company, Mr. Phiroz Vandrevala
worked in various leadership roles including as the Executive Director from September 7, 2007 to May 13, 2011, and as a non-executive Director with effect
from May 13, 2011. Mr. Phiroz Vandrevala took over as the Managing Director and Vice Chairman of Diligenta Limited in May 2011 to drive its business and
execution globally. The Directors place on record their appreciation for the valuable contribution of Mr. Phiroz Vandrevala to the Company.
Mr. Rajesh Gopinathan, who was the Chief Financial Officer of the Company, was elevated to the position of Chief Executive Officer and Managing Director of
the Company with effect from February 21, 2017. Mr. Rajesh Gopinathan started his professional career with the Company in 2001. He was appointed as
the Chief Financial Officer of the Company in February 2013. He has played a key role in helping the Company become a $17.6 billion global turnover
company.
The Board also appointed Mr. N. Ganapathy Subramaniam as the Chief Operating Officer and Executive Director of the Company with effect from February
21, 2017. Prior to this, Mr. N. Ganapathy Subramaniam was the President, Financial Services, a strategic business unit of the Company. He has been a part
of the Company and the Indian IT Industry for the past 34 years and has had opportunities to perform a variety of roles in delivering solutions to customers
globally, especially in the Banking and Financial Services sector.
Ms. Aarthi Subramanian retires by rotation and being eligible has offered herself for re-appointment.
Pursuant to the provisions of Section 149 of the Act, Mr. Aman Mehta, Mr. V. Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Dr. Vijay Kelkar,
and Mr. O. P. Bhatt were appointed as independent directors at the annual general meeting of the Company held on June 27, 2014. They have submitted a
declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances
which may affect their status as an independent director during the year.
During the year, 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 incurred by them for the purpose of attending meetings of the Company.
The Board appointed Mr. V. Ramakrishnan as the Chief Financial Officer of the Company, to take over from Mr. Rajesh Gopinathan, with effect from February
21, 2017. Mr. Ramakrishnan has been a key member of TCS Finance for more than 17 years and has served in various leadership roles in TCS Finance. He is
a graduate in commerce from Loyola College, Chennai, and is a member of the Institute of Chartered Accountants of India, the Institute of Company
Secretaries of India and the Institute of Cost & Management Accountants of India.
Directors Report 37
Annual Report 2016-17
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2017 are:
Mr. Rajesh Gopinathan, Chief Executive Officer and Managing Director, Mr. N Ganapathy Subramanian, Chief Operating Officer and Executive Director,
Ms. Aarthi Subramanian, Executive Director, Mr. V. Ramakrishnan, Chief Financial Officer, and Mr. Suprakash Mukhopadhyay, Company Secretary.
Mr. N. Chandrasekaran ceased to be a Key Managerial Personnel of the Company with effect from February 21, 2017.
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. as provided by the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
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 Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the
views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent
directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being evaluated.
16. Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the 22nd Annual General
Meeting of the Company. The Board has recommended the appointment of B S R & Co. LLP, Chartered Accountants as the statutory auditors of the Company
in their place, for a term of five consecutive years, from the conclusion of the 22nd Annual General Meeting of the Company scheduled to be held in the year
2017 till the conclusion of the 27th Annual General Meeting to be held in the year 2022, for approval of shareholders of the Company, based on the
recommendation of the Audit Committee.
Further, based on the recommendation of the Audit Committee of the Company, the Board has appointed KPMG India, Chartered Accountants, to audit the
financial statements under the International Financial Reporting Standards (IFRS) for a period of five financial years from FY 2017-18 to FY 2021-22.
38 Directors Report
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 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 continual basis.
The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which is a part of this report.
Ratio to median
Name of the directors
remuneration
Non-executive directors:
Mr. N. Chandrasekaran * 514.78
Mr. Cyrus Mistry ** ^
Mr. Aman Mehta 46.30
Mr. V. Thyagarajan 31.90
Prof. Clayton M. Christensen 23.35
Dr. Ron Sommer 33.35
Dr. Vijay Kelkar 29.83
Mr. Ishaat Hussain 37.02
Mr. O. P. Bhatt 30.29
Mr. Phiroz Vandrevala *** ^
Executive directors:
Mr. Rajesh Gopinathan # @
Mr. N. Ganapathy Subramaniam ## @
Ms. Aarthi Subramanian 63.47
^ Since the remuneration of these Directors is only for part of the year, the ratio of their remuneration to median remuneration is not comparable
Directors Report 39
Annual Report 2016-17
b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the
financial year:
% increase in remuneration
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary
in the financial year
@ Mr. Rajesh Gopinathan, Mr. N. Ganapathy Subramaniam and Mr. Ramakrishnan V were appointed on February 21, 2017. Accordingly, the
disclosures with respect to increase in their salary and median are not given.
@@ Increase in remuneration is not given as the concerned directors were only for the part of the year.
* Relinquished the office of Chief Executive Officer and Managing Director and appointed as a Chairman of the Company w.e.f. February 21, 2017
** Ceased to be a Director of the Company w.e.f. December 13, 2016
*** Relinquished the office of Non-Executive Director w.e.f. July 8, 2016
# Appointed as Chief Executive Officer and Managing Director of the Company w.e.f. February 21, 2017
## Appointed as Chief Operating Officer and Executive Director w.e.f. February 21, 2017
c. The percentage increase in the median remuneration of employees in the financial year: 4.91%
d. The number of permanent employees on the rolls of Company: 387,223
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and
its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 8% in India. However, during the course of the year, the total increase is approximately 10%, after
accounting for promotions and other event based compensation revisions. Employees outside India received wage increase varying from 2% to 6%.
Increase in the managerial remuneration for the year was 31.38%.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the Company.
g. 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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any
shareholder interested in obtaining a copy of the same may write to the Company Secretary.
40 Directors Report
24. Disclosure requirements
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are
attached, which form part of this report.
As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this annual report.
As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and on the website
of the Company.
26. Conservation of energy, technology absorption, foreign exchange earnings, and outgo
Conservation of energy:
The Company is committed to reduce its energy consumption through four key levers: green buildings, efficient operations, green IT and the use of
renewable energy. Green buildings are energy efficient by design and hence help us reduce energy footprint. Over half of the Companys real estate portfolio
are green buildings. Some 80% of all the TCS-owned offices are LEED/IGBC certified. The Companys Remote Energy Monitoring and Control initiative has
enabled real-time energy monitoring and performance optimization, including that of data centers. All the owned campuses have onsite solar photovoltaic
power generation. The Company has significantly increased its use of renewable power year on year. These initiatives collectively resulted in the Companys
energy consumption reducing by 8.3% over the prior year, on a per FTE per annum basis.
Research and Development (R&D): Specific areas in which R&D was carried out by the Company
TCS research deepened its exploration in the areas of intersection between computing and sciences; focusing on Artificial Intelligence (AI), the
industrialization of software and computing, and the Digitization of business and society. Other areas of research include: an Integrated Computational
Materials Platform in the materials space, the use of data science and high performance computational methods in genome analysis, metagenomic
bio-markers and systems biology, and modeling of human behavior to understand the needs of a Digital citizen, Digital workplaces, and Digital customer in
behavioral, social, and business sciences.
TCS Research and Innovation (R&I) remained closely connected to customers. Our marquee event, the TCS Innovation Forum, attracted over 700
customers, partners, and technology experts across New York City, London, Medellin, and Sao Paulo. We conducted a track called the The TCS Slush
Experience at Slush Europes premier startup event. Innovation Days and workshops held for customers in various locations resulted in several pilots and
proofs of concept. The Companys Entrepreneur-in-Residence program as well as the Co-Innovation Network (TCS COIN) continued to accelerate
innovation. The latter expanded its footprint in several geographies and also deepened its academic alliances in India, extending it to Tier 1 institutions.
Your Company is again named in the Forbes list of the `Worlds Most Innovative Companies, ninth year in a row. The Company was also awarded the WIPO
IP Enterprise Trophy. VeriAbs, TCS V&V framework offering, came first in the Loops category in 6th International Competition on Software V&V. The TCS
Remote Energy Monitoring System won the 2016 IoT Connected Building Award and the 17th National Award on Excellence in Energy Management. TCS
and IIT Kanpur together ranked fifth in the Amazon Picking Challenge. TCS had three winners in Tata Innovista 2016; all six winners of the Challenges Worth
Solving were from TCS. Several associates have won individual honors.
Looking forward, the Digital reimagination of industry and society and the industrialization of software and computing will continue to be focus areas for
TCS R&I.
Expenditure on R&D
TCS Innovation Labs are located in India and other parts of the world. These R&D centers, certified by the Department of Scientific & Industrial Research
(DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai.
Directors Report 41
Annual Report 2016-17
Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2017 and FY 2016 are given below:
(` crore)
27. Acknowledgement
The Directors thank the Company's employees, customers, vendors, investors, and academic partners for their continuous support.
The Directors also thank the governments of various countries, the Government of India, governments of various states in India, and concerned government
departments and agencies for their co-operation.
The Directors appreciate and value the contribution made by every member of the TCS family.
N. Chandrasekaran
42 Directors Report
Annexure I
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arms length basis: Tata Consultancy Services Limited (the Company) has not entered into
any contract/arrangement/transaction with its related parties which is not in ordinary course of business or at arms length during FY 2017. The Company
has laid down policies and processes/procedures so as to ensure compliance to the subject section in the Companies Act, 2013 (Act) and the
corresponding Rules. In addition, the process goes through internal and external checking, followed by quarterly reporting to the Audit Committee.
(a) Name(s) of the related party and nature of relationship: Not Applicable
(b) Nature of contracts/arrangements/transactions: Not Applicable
(c) Duration of the contracts / arrangements/transactions: Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable
(f) Date(s) of approval by the Board: Not Applicable
(g) Amount paid as advances, if any: Not Applicable
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable
Note: The above disclosures on material transactions are based on the principle that transactions with wholly owned subsidiaries are exempt for purpose of
section 188(1) of the Act.
N. Chandrasekaran
Mumbai, April 18, 2017 Chairman
Directors Report 43
Annual Report 2016-17
Annexure II
Annual Report on CSR Activities
1. A brief outline of the companys CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-
link to the CSR policy and projects or programmes:
TCS CSR policy is aimed at demonstrating care for the community through its focus on education & skill development, health & wellness and environmental
sustainability including biodiversity, energy & water conservation. Also embedded in this objective is support to the marginalised cross section of the society
by providing opportunities to improve their quality of life.
The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. Details of the CSR policy and projects or
programmes undertaken by the Company are available on the website of the Company.
In other countries of operation, the Companys CSR projects are designed and implemented to address the needs of the local community. Projects such as
goIT, IT Futures and work experience programme have been created to specifically address the science, technology, engineering and mathematics (STEM)
education skill gap.
The Companys global CSR expenditure and details of global programmes are elaborated in the Business Responsibility Report.
2. The composition of the CSR committee: The Company has a CSR committee of directors comprising of Mr. N. Chandrasekaran, Chairman of the
Committee, Mr. O. P. Bhatt, Mr. Rajesh Gopinathan and Ms. Aarthi Subramanian.
3. Average net profit of the company for last three financial years for the purpose of computation of CSR: ` 22,275 crores.
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ` 446 crores.
c. Manner in which the amount spent during the financial year: Attached
6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company
shall provide the reasons for not spending the amount in its Board report.
7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and
policy of the Company.
We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.
44 Directors Report
5(c) Manner in which amount spent during the financial year is detailed below:
Sr. CSR Project or Activity Sector in which the project is covered Projects or Amount Amount spent Cumulative Amount Spent:
No. identified programs Outlay on the projects Expenditure Direct or
(1) Local area or (budget) or programmes upto the through
other project or Subheads : reporting implementing
(2) Specify the programmes (1) Direct period agency
State and District wise Expenditure (` crore)
where projects or (` crore) (2) Overheads
programmes were (` crore)
undertaken
1. Training and educating Promoting education, including special education and employment Pan India 206.81 88.08 159.80 Through
children, women, elderly, enhancing vocation skills especially among children, women, implementing
differently abled, scholarships elderly, and the differently abled and livelihood enhancement agency
and special education and projects
increasing employability
2. Disaster Relief, tech support Eradicating hunger, poverty and malnutrition, promoting preventive Pan India 285.47 85.63 164.59 Through
for hospitals including Cancer health care and sanitation including contribution to the Swach implementing
Institutes,financing hygenic Bharat Kosh set-up by the Central Government for the promotion agency
sanitation. of sanitation and making available safe drinking water
3. Childline software support to Promoting gender equality, empowering women, setting up homes Pan India 1.35 0.26 1.35 Direct
track missing children and hostels for women and orphans; setting up old age homes,
day care centres and such other facilities for senior citizens and
measures for reducing inequalities faced by socially and
economically backward groups
4. Desilting, repair and Ensuring environmental sustainability, ecological balance, Bengaluru 1.38 0.54 0.60 Direct
maintenance of protection of flora and fauna, animal welfare, agroforestry, Chennai
Chinnappanahalli Lake, Siruseri conservation of natural resources and maintaining quality of soil,
lakes Watershed Restoration air and water including contribution to the Clean Ganga Fund
for sustainability and flood set-up by the Central Government for rejuvenation of river Ganga
protection
5. Contribution to Prime Contribution to the Prime Minister's National Relief Fund or any Pan India 4.44 - 4.44 Through
Minister's National Relief Fund other fund set up by the Central Government for socio-economic implementing
& other Central Government development and relief and welfare of the Scheduled Castes, the agency
Funds Scheduled Tribes, other backward classes, minorities and women
6. Contribution to Trusts engaged Flood relief [Disaster relief covered under items of Schedule VII of Chennai 13.80 - 13.80 Through
in CSR the companies Act, 2013] implementing
agency
7. Contribution to TCS Foundation Various sectors covered by Schedule VII of the Companies Act, Pan India 320.00 200.00 318.07 Through
2013. implementing
agency
8. Support for the restoration and Protection of national heritage, art and culture including restoration Mumbai 4.70 0.20 3.86 Direct
renovation of the heritage of buildings and sites of historical importance and works of art;
structure setting up public libraries; promotion and development of traditional
arts and handicrafts
Directors Report
Sub-total 837.95 374.71 666.51
Overheads 5.00
Total CSR Spend 379.71
45
Annual Report 2016-17
Annexure III
Form No. MGT-9
Extract of Annual Return
as on the financial year ended on March 31, 2017
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
46 Directors Report
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Holding/ % of
Sr. Applicable
Name and Address of the Company CIN / GLN Subsidiary/ shares
No. Section
Associate held
1. Tata Sons Limited
Bombay House, 24, Homi Modi Street, Mumbai 400 001. U99999MH1917PLC000478 Holding 73.26 2(46)
2. APTOnline Limited (formerly known as APOnline Limited)
Kohinoor, e-Park Plot No.1, Jubilee Gardens, Hyderbad -500081, Telangana, India U75142TG2002PLC039671 Subsidiary 89 2(87)
3. C-Edge Technologies Limited
Palm Centre, Banyan Park, Suren Road, Andheri East, Mumbai 400 093, Maharashtra, India U72900MH2006PLC159038 - do - 51 2(87)
4. MP Online Limited
Nirupam, Shopping Mall, 2nd Floor, Ahmedpur, Hoshangabad Road, Bhopal - 462026,
U72400MP2006PLC018777 - do - 89 2(87)
Madhya Pradesh, India
5. TCS e-Serve International Limited
9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India U72300MH2007PLC240002 - do - 100 2(87)
6. MahaOnline Limited
Directorate of Information Technology, Mantralaya Annex, 7th Floor, Mumbai - 400032, Maharashtra, U72900MH2010PLC206026 - do - 74 2(87)
India
7. TCS Foundation
9th floor, Nirmal Building, Nariman Point, Mumbai 400 021 Maharashtra, India U74999MH2015NPL262710 - do - 100 2(87)
8. Tata Consultancy Services (Africa) (PTY) Ltd.
39 Ferguson Road, Illovo, Johannesburg 2196, South Africa Not applicable - do - 100 2(87)
9. Tata Consultancy Services (South Africa) (PTY) Ltd.
39 Ferguson Road, Illovo, Johannesburg 2196, South Africa - do - - do - 100 2(87)
10. Tata Consultancy Services Qatar S. S. C.
935 Al Fardan Office Tower, Al Fardan 61, P.O. Box No. 31316, Doha, State of Qatar - do - - do - 100 2(87)
11. Tata Consultancy Services Saudi Arabia
Akaria, Centre II, 7th Floor, Office No 712, Kingdom of Saudi Arabia, Kingdom of Saudi Arabia - do - - do - 76 2(87)
12. Tata Consultancy Services Asia Pacific Pte Ltd.
60, Anson Road, # 18-01,Mapletree Anson, Singapore 079914 - do - - do - 100 2(87)
13. Tata Consultancy Services Malaysia Sdn Bhd
Suite 21-16, Level 21, G Tower, 199, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia. - do - - do - 100 2(87)
14. Tata Consultancy Services (China) Co., Ltd.
1st floor, Tower D 3rd Block Zhongguancun Software Park Building No. 9, No. 8 Dongbeiwang West
- do - - do - 93.20 2(87)
Road, Haidian District, Beijing, Peoples Republic of China
15. PT Tata Consultancy Services Indonesia
Directors Report
Gedung Menara Prima Lt.6 Unit F, Jl. Dr. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega - do - - do - 100 2(87)
Kuningan Kel. Kuningan Timur, Kec. Setiabudi Jakarta Selatan 12950
47
48
Holding/ % of
Sr. Applicable
Name and Address of the Company CIN / GLN Subsidiary/ shares
No. Section
Associate held
16. Tata Consultancy Services (Thailand) Limited
32/46, Sino-Thai Tower, 18th Floor, Sukhumvit 21 Road (Asoke) Road, Klongtoey-Nua Sub-District, -do- -do- 100 2(87)
Annual Report 2016-17
Directors Report
Wattana District, Bangkok
17. Tata Consultancy Services (Philippines) Inc.
10th Floor Accralaw Tower, 30th St., cor 2nd Ave. E-Square IT Zone, Crescent Park West, Bonifacio - do - - do - 100 2(87)
Global City, Taguig City Philippines 1634
18. Tata Consultancy Services Japan, Ltd.
4th Floor, 38 Masonic Mt Building, 4-1-4 Shibakoen, Minato Ku, Tokyo 105-8551, Japan - do - - do - 51 2(87)
19. Tata Consultancy Services Canada Inc.
400 University Avenue, 25th Floor, Toronto, Ontario M5G 1S5, Canada - do - - do - 100 2(87)
20. Tata Consultancy Services De Espana S.A.
C/ Santa Leonor 65, Edificio F 2a planta 28037, Madrid, Spain - do - - do - 100 2(87)
21. Tata Consultancy Services Deutschland GmbH
Messeturm, D-60308 Frankfurt a.M., Germany - do - - do - 100 2(87)
22. Tata Consultancy Services Netherlands BV
Symphony Towers, 20th Floor, Gustav Mahlerplein 85-91, 1082 MS Amsterdam, The Netherlands - do - - do - 100 2(87)
23. Tata Consultancy Services Sverige AB
Mster Samuelsgatan, 42 SE 111 57, Sweden - do - - do - 100 2(87)
24. Tata Consultancy Services Belgium S.A.
Lenneke Marelaan 6, 1932 Sint-Stevens-Woluwe, Belgium - do - - do - 100 2(87)
25. TCS Italia SRL
Corso Italia 1, Milano 20122, Italy - do - - do - 100 2(87)
26 Diligenta Limited
Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom - do - - do - 100 2(87)
27. Tata Consultancy Services Portugal Unipessoal Limitada
Av. Jos Gomes Ferreira, 15.7 U, 1495-139 Algs Portugal - do - - do - 100 2(87)
28. Tata Consultancy Services Luxembourg S.A.
Rue Pafebruch 89D, L - 8308 Capellen, Luxembourg - do - - do - 100 2(87)
29. Tata Consultancy Services Switzerland Ltd
Thurgauerstrasse 36/38, 8050 Zurich, Switzerland - do - - do - 100 2(87)
30. Tata Consultancy Services France S.A.S.
Tour Franklin - La Defense, 8 100-101 Quartier Boieldieu, 92042 Paris La Defense Cedex, Paris 92053, - do - - do - 100 2(87)
France
Holding/ % of
Sr. Applicable
Name and Address of the Company CIN / GLN Subsidiary/ shares
No. Section
Associate held
31. Tata Consultancy Services Osterreich GmbH
Schottengasse 1, 1010 Wien, Austria - do - - do - 100 2(87)
32. Tata Consultancy Services Danmark ApS
C/o CityCallCenter ApS, Hammerensgade 1, 2, 1267 Kobenhavn K, Denmark - do - - do - 100 2(87)
33. Alti S.A.
88 de Villers, 92300 Levallois Perret, Paris, France - do - - do - 100 2(87)
34. Planaxis Technologies Inc.
505, Boulevard de la Maisonneuve, Ouest H3A 3C2 Montral (Quebec), Canada - do - - do - 100 2(87)
35. ALTI HR S.A.S.
88, rue de Villiers, 92300 Levallois Perret, Paris, France - do - - do - 100 2(87)
36. ALTI INFRASTRUCTURES SYSTEMES & RESEAUX S.A.S.
88, rue de Villiers, 92300 Levallois Perret, Paris, France - do - - do - 100 2(87)
37. ALTI NV
Lenneke Marelaan 6 1932 Sint-Stevens-Woluwe (Belgium) - do - - do - 100 2(87)
38. Tescom (France) Software Systems Testing S.A.R.L.
88, rue de Villiers, 92300 Levallois Perret, Paris, France - do - - do - 100 2(87)
39. ALTI Switzerland S.A.
ALTI SWITZERLAND SA, avenue Louis-Casa 18, 1209 Genve (Suisse) - do - - do - 100 2(87)
40. TEAMLINK
Lenneke Marelaan 6 1932 Sint-Stevens-Woluwe (Belgium) - do - - do - 100 2(87)
41. TCS FNS Pty Limited
Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia - do - - do - 100 2(87)
42. TCS Financial Solutions Australia Holdings Pty Limited
Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia - do - - do - 100 2(87)
43. TCS Financial Solutions Australia Pty Limited
Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia - do - - do - 100 2(87)
44. TCS Financial Solutions Beijing Co., Ltd.
(04) Floor 3, 10 Futong East Street, Chaoyang District, Beijing, Peoples Republic of China - do - - do - 100 2(87)
45. TCS Iberoamerica SA
Colonia 1329; piso 3, Montevideo, Uruguay - do - - do - 100 2(87)
46. TCS Solution Center S.A.
Ruta 8 km 17500, Zonamerica, Ed 600, Uruguay - do - - do - 100 2(87)
Directors Report
47. Tata Consultancy Services Argentina S.A.
Uspallata 3046; Ciudad Autnoma de Buenos Aires, Argentina (CP: C1437JCJ) - do - - do - 99.99 2(87)
49
50
Holding/ % of
Sr. Applicable
Name and Address of the Company CIN / GLN Subsidiary/ shares
No. Section
Associate held
48. Tata Consultancy Services De Mexico S.A., De C.V.
Av. Insurgentes Sur 664, 2nd Floor, Colonia Del Valle, Mxico, D.F. , Mxico (Postal Code: 03100) - do - - do - 100 2(87)
Annual Report 2016-17
Directors Report
49. TCS Inversiones Chile Limitada
Curico 18, Santiago, Chile - do - - do - 99.99 2(87)
50. Tata Consultancy Services Do Brasil Ltda
Av. Aruan, 70. Tambor - Barueri; So Paulo, Brazil (Postal Code: 06460-010) - do - - do - 100 2(87)
51. Tata Consultancy Services Chile S.A.
Curic 18, piso 3, Oficina 502, Santiago, Chile - do - - do - 100 2(87)
52. TATASOLUTION CENTER S.A
Francisco Salazar E10-61 and Camilo Destruge Building INLUXOR 7th Floor; Quito, Ecuador - do - - do - 100 2(87)
53. TCS Uruguay S.A.
Monte Caseros 2600, Montevideo, Uruguay (Postal Code: 11100) - do - - do - 100 2(87)
54. Technology Outsourcing S.A.C.
Av. Nicolas Ayllon N 2491 (3er. Piso) El Agustino, Peru - do - - do - 100 2(87)
55. MGDC S.C.
Camino al iteso 8699 el mante tlaquepaque Jalisco, Mxico, - do - - do - 100 2(87)
(Postal Code: 45609)
56. Tata America International Corporation
101, Park Avenue, 26th Floor, New York 10178, U.S.A. - do - - do - 100 2(87)
57. CMC Americas Inc.
379 Thornall Street, Edison 08837, New Jersey, U.S.A. - do - - do - 100 2(87)
58. TCS e-Serve America, Inc.
Corporation Trust Center, 1209, Orange Street, Wilmington, New Castle County, Delaware 19801
- do - - do - 100 2(87)
U.S.A.
No.of Shares held at the beginning of the year No.of Shares held at the end of the year
i.e. 01.04.2016 i.e. 31.03.2017 % Change
Category of
during the
Shareholders % of Total % of Total
Demat Physical Total Demat Physical Total year
Shares Shares
A. Promoters
(1) Indian
Individuals / Hindu
(a) 0 0 0 0.000 0 0 0 0.000 0.000
Undivided Family
Central Government /
(b) State 0 0 0 0.000 0 0 0 0.000 0.000
Governments(s)
(c) Bodies Corporate 1,445,125,286 0 1,445,125,286 73.341 1,444,515,152 0 1,444,515,152 73.310 (0.031)
Financial
(d) 0 0 0 0.000 0 0 0 0.000 0.000
Institutions / Banks
(e) Others - Trust 1,607,624 0 1,607,624 0.082 0 0 0 0.000 (0.082)
Sub-Total (A) (1) 1,446,732,910 0 1,446,732,910 73.423 1,444,515,152 0 1,444,515,152 73.310 (0.113)
(2) Foreign
Individuals
(Non-Resident
(a) Individuals 0 0 0 0.000 0 0 0 0.000 0.000
/ Foreign
Individuals)
(b) Bodies Corporate 0 0 0 0.000 0 0 0 0.000 0.000
(1) Institutions
(a) Mutual Funds / UTI 21,568,174 1,773 21,569,947 1.095 18,522,768 1,773 18,524,541 0.940 (0.155)
Financial Institutions
(b) 1,006,863 2,703 1,009,566 0.051 731,730 2,703 734,433 0.037 (0.014)
/ Banks
Cental Government /
(c) State 700,233 0 700,233 0.036 1,044,253 0 1,044,253 0.053 0.017
Governments(s)
Venture Capital
(d) 0 0 0 0.000 0 0 0 0.000 0.000
Funds
(e) Insurance Companies 78,604,759 0 78,604,759 3.989 86,330,709 0 86,330,709 4.381 0.392
Foreign Institutional
(f) 200,246,839 0 200,246,839 10.163 35,648,888 0 35,648,888 1.809 (8.354)
Investors
Directors Report 51
Annual Report 2016-17
No.of Shares held at the beginning of the year No.of Shares held at the end of the year % Change
i.e. 01.04.2016 i.e 31.03.2017 during the
Category of
% of % of year
Shareholders
Demat Physical Total Total Demat Physical Total Total (01.04.16
31.03.17)
Shares Shares
Foreign Venture
(g) 0 0 0 0.000 0 0 0 0.000 0.000
Capital Investors
Qualified Foreign
(h) 0 0 0 0.000 0 0 0 0.000 0.000
Investor
Foreign Portfolio
(I) 131,330,700 0 131,330,700 6.665 297,284,243 0 297,284,243 15.087 8.422
Investors (Corporate)
Sub-Total (B) (1) 433,457,568 4,476 433,462,044 21.999 439,562,591 4,476 439,567,067 22.307 0.308
(2) Non-Institutions
(a) Bodies Corporate 6,752,570 207,186 6,959,756 0.353 4,657,240 207,186 4,864,426 0.247 (0.106)
(b) Individuals
Individual
shareholders holding
i 64,948,729 948,677 65,897,406 3.344 62,098,566 912,518 63,011,084 3.198 (0.146)
nominal share capital
upto ` 1 lakh
Individual
shareholders holding
ii 14,112,114 0 14,112,114 0.716 14,091,398 0 14,091,398 0.715 (0.001)
nominal share capital
in excess of ` 1 lakh
Qualified Foreign
(c) 0 0 0 0.000 0 0 0 0.000 0.000
Investor
(d) Any Other 0 0 0 0.000 0 0 0 0.000 0.000
Sub-total (B) (2) 89,077,124 1,155,863 90,232,987 4.579 85,226,018 1,119,704 86,345,722 4.382 (0.197)
TOTAL (A)+(B) 1,969,267,602 1,160,339 1,970,427,941 100.000 1,969,303,761 1,124,180 1,970,427,941 100.00 0.000
Shares held by
Custodians and
(C) against which 0 0 0 0.000 0 0 0 0.000 0.000
Depository Receipts
have been issued
GRAND TOTAL
1,969,267,602 1,160,339 1,970,427,941 100.000 1,969,303,761 1,124,180 1,970,427,941 100.00 0.000
(A)+(B)+(C)
52 Directors Report
ii) ShareHolding of Promoters (including Promoter Group)
Sr. Shareholder's Name Shareholding at the end of the year 01.04.2016 Shareholding at the end of the year 31.03.2017
No. % change in
% of Shares shareholding
% of total % of Shares % of total
Pledged/encu during the
No.of Shares Shares of the Pledged/encumber No.of Shares Shares of the year
mbered to
company ed to total shares company
total shares
1 Tata Sons Limited 1,443,451,698 73.26 2.31 1,443,451,698 73.26 2.13 0.00
2 Jamsetji Tata Trust 1,160,280 0.06 0.00 0 0.00 0.00 (0.06)
3 Tata Industries Limited 363,700 0.02 0.00 3,700 0.00 0.00 (0.02)
AF-Taab Investment Company
4 611,352 0.03 0.00 484,902 0.02 0.00 (0.01)
Limited
Tata Investment Corporation
5 590,452 0.03 0.00 550,000 0.03 0.00 0.00
Limited
6 Navajbai Ratan Tata Trust 447,344 0.02 0.00 0 0.00 0.00 (0.02)
7 Tata International Limited 83,232 0.00 0.00 0 0.00 0.00 0.00
8 Tata Steel Limited 24,400 0.00 0.00 24,400 0.00 0.00 0.00
9 The Tata Power Company Limited 452 0.00 0.00 452 0.00 0.00 0.00
Total 1,446,732,910 73.42 2.31 1,444,515,152 73.31 2.13 (0.11)
iii) Change in Promoters' (including Promoter Group) Shareholding (please Specify, if there is no change)
Sr. Name of the Shareholder Shareholding at the Reason
Increase/ Decrease in Cumulative Shareholding during
No. beginning of the year Date
Shareholding the Year
as on 01.04.2016
No. of % of Total No. of Shares % of Total No. of % of Total Shares
Shares Shares of Shares of the Shares of the Company
the Company
Company
1 AF-Taab Investment Company 611,352 0.03 611,352 0.03
Limited
Sale of (6,450)
26.08.2016
Shares
Sale of (80,000)
16.09.2016
Shares
Sale of (260,000)
23.09.2016
Shares
Purchase of 2,20,000
30.09.2016
shares
0.01 484,902 0.02
2 Tata Industries Limited 363,700 0.02 363,700 0.02
Sale of (250,000)
20.01.2017
Shares
Sale of (110,000)
24.01.2017
Shares
0.02 3,700 0.00
3 Jamsetji Tata Trust 1,160,280 0.06 1,160,280 0.06
Sale of (118,500)
20.05.2016
Shares
Sale of (1,041,780) 0.06 0 0.00
27.05.2016
Shares
Directors Report 53
Annual Report 2016-17
Sr. Name of the Shareholder Shareholding at the Date Reason Increase/ Decrease in Cumulative Shareholding
No. beginning of the year Shareholding during the Year
as on 01.04.2016
No. of % of Total No. of Shares % of Total No. of % of Total Shares
Shares Shares of Shares of the Shares of the Company
the Company
Company
4 Tata Investment Corporation Ltd 590,452 0.03 590,452 0.03
23.09.2016 Sale of (40,452) 0.00 550,000 0.03
Shares
5 Navajbai Ratan Tata Trust 447,344 0.02 447,344 0.02
20.05.2016 Sale of (48,100)
Shares
27.05.2016 Sale of (399,244) 0.02 0 0
Shares
6 Tata International Limited 83,232 0.00 83,232 0.00
29.04.2016 Sale of (83,232) 0 0 0
Shares
iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holder of GDRs and ADRs):
Sr. Top Ten Shareholders* Shareholding at the beginning of Cummulative Shareholding at end of
No. the year 01.04.2016 the year 31.03.2017
No of shares % of total shares No of shares % of total shares
of the company of the company
1 Life Insurance Corporation of India 58,521,537 2.97 71,841,104 3.65
2 First State Investments ICVC- Stewart Investors Asia Pacific Leaders Fund 8,285,641 0.42 16,035,510 0.81
(formerly National Westminster Bank Plc As Depository of First State Asia
Pacific Leaders Fund a sub Fund of First State Investments ICVC)
3 Abu Dhabi Investment Authority** 14,165,505 0.72 11,033,526 0.56
4 Lazard Emerging Markets Portfolio (formerly Lazard Asset Management LLC 7,682,828 0.39 10,532,329 0.53
A/C Lazard Emerging Markets Portfolio)
5 Government of Singapore** 11,299,187 0.57 9,857,425 0.50
9 Aberdeen Global Indian Equity Limited (formerly Aberdeen Global Indian 7,122,473 0.36 6,272,473 0.32
Equity (Mauritius) Limited
10 Copthall Mauritius Investment Limited 7,361,719 0.37 6,107,314 0.31
* The shares of the Company are traded on daily basis and hence the datewise increase / decrease in shareholding is not indicated. Shareholding is
consolidated based on permanent account number (PAN) of the shareholder.
** Various other accounts
54 Directors Report
v) Shareholding of Directors and Key Managerial Personnel:
SR. No Name of the Shareholder Date Reason Shareholding at the beginning of Cumulative Shareholding at the
the year 01.04.2016 end of the year 31.03.2017
% of total % of total
No. of shares shares of the No. of shares shares of the
company company
Directors
01-Apr-2016 4,163,526 0.21 4,163,526 0.21
1 Mr. Cyrus Pallonji Mistry*
13-Dec-2016 4,163,526 0.21
01-Apr-2016 88,528 0.00 88,528 0.00
2 Mr. N Chandrasekaran
31-Mar-2017 88,528 0.00
01-Apr-2016 1,740 0.00 1,740 0.00
3 Mr. Ishaat Hussain
31-Mar-2017 1,740 0.00
01-Apr-2016 2,800 0.00 2,800 0.00
4 Ms. Aarthi Subramanian
31-Mar-2017 2,800 0.00
01-Apr-2016 1,130 0.00 1,130 0.00
5 Mr. Rajesh Gopinathan
31-Mar-2017 1,130 0.00
01-Apr-2016 98,880 0.00 98,880 0.00
6 Mr. N Ganapathy Subramaniam
31-Mar-2017 98,880 0.00
Key Managerial Personnel
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment (` crore)
Secured Loans
Unsecured Loans Deposits Total
excluding deposits
Indebtedness
Note 1 Note 2 Note 3
Indebtedness at the beginning of the financial year
i) Principal Amount 177 2 12 191
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 177 2 12 191
Change in Indebtedness during the financial year
Addition 0 198 0 198
Reduction (127) 0 (9) (136)
Net Change (127) 198 (9) 62
Indebtedness at the end of the financial year
i) Principal Amount 50 200 3 253
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 50 200 3 253
Notes:
1) These liabilities represent obligations under finance lease including current portion of obligations of ` 50 crore as of March 31, 2017.
2) These represent the bank overdraft of ` 200 crore and other borrowings as of March 31, 2017.
3) These are deposits received on account of sub-lease of premises and from vendors for contracts to be executed.
Directors Report 55
Annual Report 2016-17
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and / or Manager: (` lakh)
Sr.
Particulars of Remuneration Name of MD/WTD/Manager
No.
Mr. N. Mr. N. Ganapathy
Chandrasekaran Mr. Rajesh Gopinathan Subramaniam
Ms. Aarthi
(Chief Executive Chief Executive Officer Chief Operating
Subramanian,
Officer and and Managing Director Officer and Total Amount
Executive
Managing Director (w.e.f February Executive Director
Director
upto February 21, 2017)# (w.e.f February
21, 2017) 21, 2017)##
1 Gross salary
(a) Salary as per provisions contained in
244.93 66.68 76.06 81.69 469.36
Section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of the
0.35 0.40 0.40 0.40 1.55
Income-tax Act, 1961
(c) Profits in lieu of salary under Section
- -
17(3) of the Income tax Act, 1961
2 Stock Option - -
3 Sweat Equity
4 Commission 2,500.00 400.00 350.00 200.00 3,450.00
- as % of profit 0.084 0.013 0.012 0.007 0.116
5 Others, Allowances 270.00 155.55 188.90 89.80 704.25
Total (A) 3,015.28 622.63 615.36 371.89 4,625.16
Ceiling as per the Act (@ 10% of profits
calculated under Section 198 of the 2,97,699.16
Companies Act, 2013)
# The remuneration includes compensation for full year i.e., as Chief Financial Officer from April 1, 2016 to February 21, 2017 and as Chief
Executive Officer and Managing Director from February 21, 2017 to March 31, 2017
## The remuneration includes compensation for full year i.e., as President, Financial Services from April 1, 2016 to February 21, 2017 and as Chief
Operating Officer and Executive Director from February 21, 2017 to March 31, 2017
B. Remuneration to other directors: (` lakh)
Sr. Fee for attending board / Others, please Total
Particulars of Remuneration Commission
No. committee meetings specify Amount
1 Independent Directors
Mr. Aman Mehta 6.30 265.00 - 271.30
Mr. V. Thyagarajan 6.90 180.00 - 186.90
Prof. Clayton M. Christensen 1.80 135.00 - 136.80
Dr. Ron Sommer 5.40 190.00 - 195.40
Dr. Vijay Kelkar 4.80 170.00 - 174.80
Mr. O. P. Bhatt 7.50 170.00 - 177.50
Total (1) 32.70 1,110.00 - 1,142.70
2 Other Non-Executive Directors
Mr. N. Chandrasekaran 0.90 - - 0.90
Mr. Cyrus Mistry 1.80 - - 1.80
Mr. Ishaat Hussain 6.90 210.00 - 216.90
Mr. Phiroz Vandrevala 0.60 15.00 - 15.60
Total (2) 10.20 225.00 235.20
Total (B)=(1+2) 42.90 1,335.00 - 1,377.90
Total Managerial Remuneration 1,335.00 -
Ceiling as per the Act (@ 1% of profits calculated
29,769.92
under Section 198 of the Companies Act, 2013)
56 Directors Report
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD
(` lakh)
Sr.
Particulars of Remuneration Key Managerial Personnel
No.
* The remuneration includes compensation for full year i.e., as Chief Financial Officer from April 1, 2016 to February 21, 2017 and as Chief Executive
Officer and Managing Director from February 21, 2017 to March 31, 2017.
**The remuneration includes compensation for full year i.e., as Vice President-Finance from April 1, 2016 to February 21, 2017 and as Chief Financial
Officer from February 21, 2017 to March 31, 2017.
Note: Please refer to the note given under section III. iv. b. of the Corporate Governance Report.
Directors Report 57
Annual Report 2016-17
To,
The Members,
Tata Consultancy Services Limited
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy
Services Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company, 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, we hereby report that in our opinion, the Company has, during the audit period covering the financial year
ended on 31st March, 2017, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the
financial year ended on 31st March, 2017 according to the applicable provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(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, 2009 and amendments from time to time;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The
Securities and Exchange Board of India ( Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit
period)
(f) 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)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period)
and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
58 Directors Report
(vi) Other laws specifically applicable to the Company namely:-
(a) Information Technology Act, 2000 and the rules made thereunder;
(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
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.
(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.
However, the Company has spent an amount of `380 crore against the amount of `446 crore to be spent during the year towards Corporate Social Responsibility,
for which an explanation has been provided in the Directors Report. Further, the Company was unable to file certain forms with the Ministry of Corporate Affairs
(MCA), due to technical issues at the MCAs end.
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, the 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 .
We further report that during the audit period, the Company had following event which had bearing on the Companys affairs in pursuance of the above referred
laws, rules, regulations, guidelines, standards etc.:
The Board of Directors of the Company has approved buyback of equity shares of the Company by way of a Tender Offer route through Stock Exchange
Mechanism.
P. N. Parikh
Partner
Mumbai, April 18, 2017 FCS No: 327 CP No: 1228
This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.
Directors Report 59
Annual Report 2016-17
Annexure A'
To,
The Members
Tata Consultancy Services Limited
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and
practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Whereever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the Company.
P. N. Parikh
Partner
Mumbai, April 18, 2017 FCS No: 327 CP No: 1228
60 Directors Report
Management Discussion
and Analysis
IT Services IT Infrastructure Business Process This strategy may be visually represented as below:
Services Services
Digital transformation Cloud adoption Robotic and cognitive
Scale
Core system IT infrastructure automation
renovation rationalization Analytics
TCS uses its global delivery capability and full services2 portfolio
consulting and enterprise solutions, application development and
maintenance, assurance services, engineering and industrial
services, IT infrastructure services, business process services, and
asset leveraged solutions to deliver high quality, high impact
solutions leveraging the latest technologies to customers across
multiple regions and industry verticals.
Investing to expand our addressable market by: Diversified, de-risked revenue base Change in segmental mix over time
Acquiring new clients in existing geographies and verticals Greater scale of operations
Scaling newer geographies and industry verticals More headroom for sustainable growth Market share by geography and
Building new capabilities and launching new business models that Greater resiliency through different verticals
leverage our core strengths business cycles
With clients launching large scale Digital transformation programs that have deep, complex interlinkages to existing systems, our contextual knowledge, depth,
and scale in Digital capabilities position us uniquely to meet their need for certainty and quick time to market. In certain industry verticals like Financial Services
and Retail, TCS has gained a significant share of wallet and is the preferred partner for global companies in their Digital initiatives.
In the below sections, we discuss the key strategic decisions and investments which gave TCS a head start in racing to the leadership position.
a. Strategic decisions
Three key strategic decisions taken in the past decade have played a major role in TCS ability to successfully navigate this latest technology change to gain
leadership in the Digital era:
This transformation entailed developing a deep Experience in selling solutions for over a decade has
contextual understanding of the business need, positioned TCS very well to participate in the opportunity
crafting a technology solution to address that need, and that Digital adoption has presented, selling to Business
selling a business value proposition to a broader set of Heads, COOs, CFOs, CMOs, and other CXOs, gaining share
stakeholders in the client organization. from others who are attempting that shift only now.
Full Services Capability In 2005, TCS took a strategic decision to build The end-to-end capability allows TCS to develop
capabilities in adjacent areas like IT Infrastructure comprehensive Digital solutions that best suit clients'
Services and Business Process Services. In the last few longer-term business requirements, and are free from
years, these service lines have grown very well and biases or capability constraints.
today make up nearly a fourth of our revenue.
b. Strategic Investments
In this decade, TCS recognized the potential of Digital technologies Customers are recognizing TCS capacity for innovation. In November
long before the word itself gained mainstream currency, and made 2016, GE awarded TCS the Digital Innovator of the Year for Ecosystem
investments ahead of time3 in building relevant capabilities. Those Excellence. As a strategic GE Digital partner, TCS is a leading
early investments gave TCS a head start in participating in our contributor to advancing the industrial app economy. Its Digital
customers Digital journeys. As those journeys progressed and every Storean innovative and differentiated approach to application
large enterprise embarked on ambitious Digital transformation developmentincludes more than 150 applications, including 50
programs, we scaled up our investments and transformed4 ourselves implemented on the Predix platform, their announcement5 read.
to ensure that we had what it took to partner with them.
The growing market share in Digital and glowing client testimonials of
As detailed in the Annual Report for FY 2016, the investments have TCS capabilities are also reflected in the high rankings assigned to
been in the following areas: TCS in the various competitive assessments pertaining to Digital
Gaining scale on newer technologies and capabilities through a capabilities, published by various industry analyst firms. In FY 2017,
massive reskilling exercise and hiring individuals with specialized TCS was ranked a Leader among peers in 21 competitive
skills assessments in Digital areas such as Big Data and Analytics (5), IoT
Re-tooling the Global Network Delivery Model (GNDM) to (5), Digital Services (4), Mobility (3), Digital Marketing (2), Cloud (1),
incorporate greater levels of automation and collaborative and Cyber security (1).
workspaces for adoption of Agile and DevOps models
Building intellectual property (IP) and solution frameworks "TCS has demonstrated exceptional contextual knowledge in
leveraging our deep domain expertise, technology depth, and building a suite of digital solutions on the TCS Digital Store,
partner-solutions from our Co-Innovation Network (TCS COIN). leveraging GEs Predix platform for the Industrial Internet...
Setting up unique co-innovation workspaces designed to TCS capacity for innovation, broad expertise using Predix
encourage joint ideation, creativity, participation, and collaboration and strong track record in driving digital transformation for
with clients. their customers makes them a significant player within our
partner ecosystem."
c. Outcomes
Bill Ruh, CEO - GE Digital
Today, TCS has a significant market share in the Digital space. Over
55% of our customers, spanning every single industry vertical, have
engaged TCS to partner them in their Digital journey. Revenues from 4.0 Talent acquisition, Talent Development, and Retention
Digital engagements constituted 16.7% of the Companys revenues At a time of profound and rapid technology change, TCS HR strategy is
in FY 2017, growing by 28.8% in constant currency over FY 2016. focused on providing our global, diverse workforce a stimulating environment
which is flexible, nurtures social contract, fosters innovation, builds a result-
TCS celebrated the second anniversary of its all-women BPS and IT choose their own mentor based on a match with their aspirational
Centre at Riyadh, Saudi Arabia. The center employs over 1,000 skill sets.
women, of which 85% are local hires. This innovative socio-economic Inspire: A specialized program used to groom and provide fast-
development model promotes long-term career opportunities for track career progression to high potential employees.
Saudi women. Structured coaching programs at senior leadership levels to make
them realize their full potential.
Our Center of Excellence for Accessibility works on IT solutions for Leadership review and assessment profile of all leaders to
differently-abled individuals, aiding their integration into the maintain a healthy succession pipeline.
workforce.
e. Talent Engagement
In addition to building diversity within our own workforce, TCS works Some of the platforms and initiatives we have at TCS to enhance and
actively to encourage greater diversity in the workforce in the enrich employee engagement are:
communities we work in. More details are available in the Corporate Knome, KnowMax, GEMS: Platforms for social collaboration
Sustainability section of this report. within the organization, learning, sharing, and for reward and
recognition.
c. Talent Development Safety First: Initiative focused on employee safety and security.
Fit4life: Builds a fraternity of health and fitness conscious
There are only legacy technologies, no legacy people. employees and creates a culture of fitness.
N Chandrasekaran, Chairman, TCS Purpose4life: Forum for volunteering for community projects in
the areas of Education, Health and Environment.
Investment in human capital by equipping employees with skills soft Maitree: Helps in improving employee bonding within the
skills, design skills, multi-technology skills, and domain skills has been organization and promoting work-life balance, thereby, increasing
one of the biggest drivers of value creation at TCS. TCS has navigated employee retention.
through the Digital wave by investing in re-skilling its workforce and PULSE: Our annual employee engagement and satisfaction
working to continually deepen and broaden employees skills in those survey; the organizations formal listening forum.
new technologies. The sheer scale and rapidity of technology change
has required a reimagined approach to reskilling, quickly and on scale. f. Talent Retention
More details are provided on pages 30-31. TCS employee retention record has been an industry benchmark,
with our attrition rates being the lowest in the industry.
Leadership training is a big focus area for TCS. A newly designed
Leadership Development Program (LDP) for entry-level managers has In FY 2017, TCS attrition rate in IT Services was 10.5% and overall
been launched globally. The reach of LDP for middle-level managers attrition, and including BPS was 11.5% (FY 2016: 14.7% and 15.5%
has been expanded. A number of senior leaders at TCS are certified respectively). This is not only a best-in-class metric, but also the
coaches, and they mentor and coach upcoming leaders. A special lowest attrition rate at TCS in the last three years.
program designed for grooming mid-level women managers for
leadership roles has started showing positive results. g. Compliance
A robust internal check process is deployed to prevent and limit the
Cultural and Language Initiatives (CLI) focus on the three Cs - risk of non-compliance. TCS HR Compliance Cell tracks the various
culture, communication, and collaboration. Some of these initiatives acts and laws pertaining to immigration, employment, and labor, in all
are: country-specific culture shots offering training for first-time the countries of operation. The Company approaches compliance
visitor to a new country, training on English language for non-English from both, reactive and proactive standpoints.
speaking employees, and training on 11 foreign languages.
5.0 FY 2017 Revenue Performance
d. Career Management TCS consolidated revenue in FY 2017 was ` 117,966 crore (FY 2016:
TCS has started multiple initiatives to help employees grow in their ` 108,646 crore), a revenue growth of 8.6% (FY 2016: 14.8%).
careers:
CareerHub is a platform that captures employees career Movements in currency exchange rates through the year resulted in a
aspirations and provides mentoring services. Employees can positive impact of +0.3% on the revenue. The constant currency revenue
The revenue break-up by Industry Vertical, Geography, and Service Line is provided below:
CMT
16.5% UK
13.9%
EntSol,
17.6% BPS,
Retail & Con Biz 11.7%
17.3%
Revenue by Industry Verticals Revenue by Geography Revenue by Service Line
Details of the Companys Financial Performance are provided in Section 8.0. The current section covers the nature of demand for our services this year that drove
our revenue performance and segmental performance, along with qualitative commentary.
a. Segmental Performance
Industry verticals make up the primary reporting segments for TCS.
From a segmental point of view, with the exception of the Retail and Consumer Business segment, all the other segments contributed revenue growth
close to the company average or higher. In particular, the Manufacturing, Life Sciences (including healthcare), and Energy, Resources, & Utilities verticals
grew in the mid-teens or above.
Segment revenues, year on year growth, a brief commentary, and segment margins are provided below.
Please note that the HiTech segment has been reclassified under the Communication, Media, and Technology (previous reported as Telecom, Media, and
Entertainment) reportable segment. Likewise, the Travel, Transportation, and Hospitality segment has been reclassified under Retail and Consumer
Business (previously reported as Retail and Consumer Packaged Goods).
(` crore)
FY 17
FY 17 Segment
YoY Rev Segment
Industry Vertical Revenue Commentary
Growth Margin %
(FY 16)
(FY 16)
Banking, Financial 47,505 7.6% The BFSI industry revenue growth has been in line with the Company's overall 27.6%
Services, and (44,163) growth. Focus on cost optimization, simplification and agility led to greater (29.0%)
Insurance spending on automation and cloud adoption. Risk management and compliance
continues to drive spending. However, uncertainties arising from key political
events like Brexit and US elections led to holding back of discretionary spending
especially by large global banks on account of which revenue growth in FY
2017 was lower than that in FY 2016.
Manufacturing 12,486 14.5% The Manufacturing business segment significantly outperformed the rest of the 28.4%
(10,909) Company in terms of revenue growth, driven by (a) cloud adoption and core (26.7%)
system modernization, (b) IT integration in M&A scenarios, (c) greater demand
for embedded software and (d) Digital adoption (IoT, robotics, AI, and so on).
TCS' successful leverage of domain expertise, technology depth. IP and
consulting capability helped the organization win key transformational deals.
FY 17 Segment
YoY Rev Segment
Industry Vertical Revenue Commentary
Growth Margin %
(FY 16)
Retail and Consumer 20,459 6.5% After years of outperformance, the Retail and Consumer Business segment 28.1%
Business (19,204) underperformed this year, with revenue growth lagging behind the Company (27.6%)
average, mainly on account of a slowdown in the Retail sector. Buffeted by weak
sales and strong competition from online players, traditional retailers are cutting
operating expenses as evidenced by news of store closures and layoffs by major
retailers in the US and elsewhere. Clients continue to invest in their Digital programs
but the spending is under pressure.
Communication, 19,521 8.2% The Communication, Media and Technology segment had revenue growth in line 28.2%
Media, and (18,040) with the Company average after many years of underperformance. Growing (28.6%)
Technology convergence of the telecom and media worlds is resulting in greater investments
largely Digital - in moving upstream and into adjacencies. TCS' strong domain
expertise and intellectual property is also giving us better traction in this segment.
Others 17,995 10.2% Under Others, the biggest components namely, Life Sciences &Healthcare and 24.0%
(16,330) Energy, Resources & Utilities grew by 14% and 18% respectively, driven by our (26.1%)
continued demonstration of deep domain expertise, capacity for innovation and
intellectual property in the respective areas. Overall growth was dragged down by
the miscellaneous segment which declined year on year.
The key areas of customer spending that drove across the different verticals this year were:
Experience first: Customer-centric initiatives focusing on superior user experience in an omni-channel context
Business model transformations and strategic investments in response to new, technology-led disruptions
Data for competitive advantage: Investments in enterprise data fabric and insights platforms
Supply chain transformation for greater responsiveness and to realize omni-channel proposition
Modernization of core systems to support Digital strategies and enable innovation in product development
Governance, Risk, and Compliance (GRC) initiatives in industries like BFSI, and Life Sciences and Healthcare, in response to a shifting regulatory environment
Enterprise-wide Agile delivery model adoption for quicker time to market and for constant innovation
Automation, simplification, rationalization, shared services, and cloud-first strategies to optimize cost and bring agility
New customers
95+ in FY 17
Patents
3,359 filed I 478 granted
TCS BaNCS:
- The universal financial platform
- Processed more than 1.3bn global
accounts, comprising approximately 15%
of the global population
- 22 new customers in FY17
TM
- TCS BaNCS Insurance serviced 20mn life
iON Assessment:
annuity and pension policies, and 135mn
- Over 81 million candidates assessed property policies
IgnioTM:
- World's first neural automation system for
TCS Advanced Drug Development IT operations in enterprises
Platform: - Transforming clinical research, - 17 new customers in FY17
by harnessing digital technologies to - 71 patents filed
minimize human intervention
- 11 global customers including two new
ADD
customers in Q4 in FY17 TCS HOBS:
- Handled data of over 65,000 patients - Pre-integrated end-to-end platform
HOBS for telecom business and operations
support systems
- 8 new customers in FY17
OptumeraTM : - Filed 2 new patents
TM
- Digital merchandising suite Optumera
- 5 of the worlds leading retail customers
TAPTM :
- Accounts payable platform
- Processed over 20mn accounts in FY17
TCS MasterCraftTM :
- Digital platforms to optimally TCS MasterCraft
automate and manage IT processes
- 80 customers including 20 new
customers in FY17
- Over 130 patents filed
Analyst forecasts point to a modest acceleration in worldwide IT spend forecasts. Based on extensive conversations with customers, TCS expects continued
investments in the ongoing journey to building a Digital enterprise. Investments in Digital are expected along the following themes:
Digital Spine: Core modernization, Digitization, Simplification, Automation, Robotics, Cyber Security, IoT, Blockchain, APIfication, and Cloud
Intelligent Enterprise: Big Data Analytics, Cognitive Computing, Machine Learning, Customer insights, Monetization of data, Social
Experience First: Seamless transactions across channels and touchpoints, Virtual / Augmented / Mixed Reality, gamification, chatbots
Global Political and Technology investments by corporates have shown Broad-based, de-risked business mix, well diversified across
Economic Scenario strong correlations with GDP growth. TCS derives a geographies and industry verticals
material portion of its revenues from customers' discretionary Capabilities and value propositions addressing the discretionary as
spending which is linked to their business outlook. With well as non-discretionary portions of client spend
changing political dynamics in major markets such as the US, Target market segments which might provide counter-cyclical
the UK, and elections in some key European countries, support
uncertainties in economic outlook in these markets can
impact technology spend, and thereby constrain the
Company's growth potential.
Restrictions on Distributed software development models require the free Reducing our dependency on work visas through increased local
Global Mobility movement of people across countries. Growing hiring and focusing on local mobility and training across all major
protectionism in many key markets poses a threat to the geographies of operation
global mobility of skilled professionals. There are multiple Increased outreach to legislative / regulatory stakeholders, important
draft legislations in the United States to restrict the trade bodies, think tanks and research institutes.
availability of work visas. Similar protectionist steps are being Showcasing investments, employment generation and innovation
considered by some other countries. If implemented, this capabilities to the appropriate audiences
could result in project delays, increased costs and margin Active engagement in STEM initiatives designed to structurally
pressures. increase the availability of engineering talent in major markets
Business Model Rapidly evolving technologies are changing technology Continued investments in Digital through large scale reskilling,
Changes consumption patterns, creating new classes of buyers within external hiring, IP development and successful leverage of deep
the enterprise, giving rise to entirely new business models contextual knowledge
and therefore new kinds of competitors. Focus on Research and Innovation efforts leveraging in-house
This is resulting in increased demands on the Company's expertise, alliance partnerships, and strong connections in the
agility to keep pace with the changing customer startup ecosystem
expectations. Strategic focus on Agile, Cloud, and Automation
Strong customer-centricity which results in organization structures
(and reorganizations) that are always aligned to customer needs
[6] http://www.imf.org/en/Publications/WEO/Issues/2016/12/27/A-Shifting-Global-Economic-Landscape
Litigation Risks Given the scale and geographic spread of the company's Internal processes and controls adequately ensure the
operations, litigation risks can arise from commercial disputes, protection of intellectual property and also that potential
perceived violation of intellectual property rights and employment disputes are promptly brought to the attention of management
related matters. Our rising profile and scale also makes us a target and dealt with appropriately.
to litigations without any legal merit. This risk is inherent to doing The company has a team of in-house counsel in all major
business across the various countries and commensurate with the geographies it operates in. It also engages a network of highly
risks faced by other players similarly placed in the industry. In respected global law firms in the countries it operates in.
addition to incurring legal costs and distracting management, There is a robust mechanism to track and respond to notices as
litigations garner negative media attention and pose reputation well as defend the Company's position in all claims and litigation.
risk. Adverse rulings can result in substantive damages.
Currency Volatility Volatility in currency exchange movements results in transaction TCS follows a currency hedging policy that is aligned with
and translation exposure. The Company's functional currency is market best practices, to limit the impact of exchange volatility
the Indian Rupee. Appreciation of the Rupee against any major on earnings and collections
currency results in the revenue denominated in that currency to Hedging strategy is monitored by the Risk Management
appear lesser in reported terms. Further, there could be collection Committee on a regular basis
losses if the exchange rates move between the time revenue is
booked and the invoice amount is collected.
Data Privacy and Privacy and protection of personal data is an area of increasing A global Privacy Policy is in place covering all applicable
Protection concern across countries. Sensitive data has to be protected from geographies and areas of operations.
individuals trying to gain unauthorized access or misusing access The Company has continued focus on employee related
provided in business context. Any violation or security breach can agreements with respect Personally Identifiable Information (PII)
result in liabilities, penalties and reputational impact. and Sensitive Personal Data and Information (SPDI)
Data protection controls are a part of the engagement security
management process.
Robust risk response mechanisms are in place to cater to
protection of sensitive data in TCS ecosystem as well protection
of such data in client-managed networks in Offshore/Global
Delivery Centers.
Sensitive and complex engagements leverage industry standard
practice of data masking technologies to protect PII and SPDI
The Company also utilizes a combination of online training,
educational tools, social media and other awareness initiatives
regarding data privacy and protection to foster a culture of
awareness and responsibility among its employees.
Cyber Security Risks of cyber attacks on the Company's networks are forever a Investments in automated prevention and detection solutions
threat on account of the fast evolving nature of the threat, with Continued reinforcement of stringent security policies &
perpetrators continually seeking to bypass known defenses. The procedures;
impact of a breach could range from reputational to legal and Collaboration with CERT and other private Cyber Intelligence
financial. agencies, and enhanced awareness of emerging cyber threats
Enterprise-wide training and awareness programs on
Information Security
Internal and external audits.
Global Regulatory Increasing complexity of global regulatory compliance landscape A comprehensive global compliance management framework
Compliance continues to be a focus area. has been deployed across the Company.
As a global organization, the company has to demonstrate Global regulatory compliance certification is fully digitized and
compliance to laws across jurisdictions, covering areas such as covers compliance across all the locations of the Company.
Employment & Immigration laws, Taxation, Foreign Exchange &
Export Controls, HSE regulations, Anti-corruption laws, Data
Privacy requirements, and so on.
Failure could result in penalties and reputational damage.
In accordance with the Companies (Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, read with Section 133 of the Companies Act, 2013,
TCS has adopted the Indian Accounting Standards (Ind AS) for preparation of its financial statements with effect from April 1, 2016, with comparative financials
for the earlier period beginning April 1, 2015. TCS had been earlier publishing its financial statements prepared under the Indian GAAP and IFRS. The company has
made available a note explaining the areas of difference between Indian GAAP and Ind AS and explained the reconciliation between the two GAAPs. The same
can be found at https://www.tcs.com/investor-relations
The discussions herein below relate to the consolidated statement of profit and loss for the year ended March 31, 2017, the consolidated balance sheet as at
March 31, 2017 and the consolidated cash flow statement for the year ended March 31, 2017. The consolidated results are more relevant for understanding the
performance of TCS.
Significant accounting policies used for the preparation of the financial statements are disclosed in the notes to the consolidated financial statements 2 (a) to (r).
Summary:
Revenue: The revenue of the Company aggregated ` 117,966 crore in FY 2017 (` 108,646 crore in FY 2016), registering a growth of 8.6%.
Earnings before interest, tax, depreciation and amortization (EBITDA): The EBITDA aggregated ` 32,311 crore in FY 2017 (` 30,677 crore in FY 2016) a
growth of 5.3%.
Profit before tax (PBT): PBT aggregated ` 34,513 crore in FY 2017 (` 31,840 crore in FY 2016) a growth of 8.4%.
Profit after tax (PAT): PAT aggregated ` 26,289 crore in FY 2017 (` 24,270 crore in FY 2016) a growth of 8.3%.
Earnings per share (EPS): EPS aggregated ` 133.41 in FY 2017 (` 123.18 in FY 2016) a growth of 8.3%.
Employee benefit expenses aggregated ` 61,621 crore in FY 2017, representing 52.2% of revenue as compared to an expense of ` 55,348 in FY 2016,
representing 50.9% of revenue. The increase in Employee benefit expenses is in line with the business growth and increase in local hires.
FY 2017 FY 2016
FY 2017 FY 2016
Earnings before interest, tax, depreciation and amortisation (EBITDA) Tax expense
In FY 2017, EBITDA was ` 32,311 crore (` 30,677 crore in FY 2016). EBITDA Tax expense increased to ` 8,156 crore in FY 2017 from ` 7,502 crore as
as a percentage of Total Revenue is down from 28.2% in FY 2016 to 27.4% in reported in FY 2016.
FY 2017. The decline in EBITDA margin is primarily attributable to increase in The effective tax rate has remained steady. (FY 2017: 23.6%, FY 2016:
employee benefit expenses. 23.6%)
The decrease in Secured loans for long-term maturities of finance lease obligations from ` 83 crore in FY 2016 to ` 71 crore in FY 2017 was due to net payments
on finance leases during the year. The Companys long-term obligations under finance lease, are secured against fixed assets obtained under finance lease
arrangements. The maturity profile of the finance lease obligations (both long term as shown in this table and short term as shown under "other liabilities") is
disclosed in detail in Note 27 to the Consolidated Financial Statements. (` crore)
As at March As at March As at March As at March As at March As at March
31, 2017 31, 2016 31, 2017 31, 2016 31, 2017 31, 2016
Trade Payables
Trade payables (current liabilities), representing payables for purchase of goods and services decreased from ` 7,541 crore as at March 31, 2016 to ` 6,279
crore as at March 31, 2017. As a percentage of revenue, trade payables have decreased from 6.9% in FY 2016 to 5.3% in FY 2017.
Other non-current liabilities decreased from ` 442 crore as at March 31, 2016 to ` 432 crore as at March 31, 2017.
Other current liabilities Other non current liabilities Total other liabilities
Unearned and Deferred revenue 1,398 1,359 - - 1,398 1,359
Advance received from customers 330 164 - - 330 164
Indirect tax payable and other statutory
1,301 1,381 - - 1,301 1,381
liabilities
Operating lease & other liabilities 114 92 432 442 546 534
Total 3,143 2,996 432 442 3,575 3,438
Goodwill on consolidation
Goodwill on consolidation represents the excess of purchase consideration over net asset value of acquired subsidiaries on the date of such acquisition. Such
goodwill is tested for impairment annually or more frequently, if there are indications for impairment.
Goodwill on consolidation as at March 31, 2017 stood at ` 1,597 crore (` 1,669 crore as at March 31, 2016). The change in Goodwill has been on account of
exchange fluctuation.
The Net Book Value of Property, Plant, and Equipment amounted to ` 10,057 crore as at March 31, 2017 (` 9,971 crore as at March 31, 2016). Incremental cash
outflows toward capital expenditure in FY 2017 was mainly offset by the depreciation and amortisation expense resulting in a marginal increase in net block of
Property, plant and equipment.
Note no 2 (m) to the consolidated financial statements gives the details of the rates and method of depreciation on property, plant and equipment.
(` crore)
Accumulated Accumulated
Gross block as Gross block as Net book value Net book value
Depreciation as Depreciation as
Particulars at March 31, at March 31, as on March as on March 31,
on March 31, on March 31,
2017 2016 31, 2017 2016
2017 2016
Freehold land 348 348 - - 348 348
Buildings 6,708 6,119 (1,467) (1,139) 5,241 4,980
Leasehold Improvements 1,973 1,840 (1,143) (977) 830 863
Plant and equipment 395 322 (75) (40) 320 282
Computer equipment 6,082 5,591 (4,630) (4,155) 1,452 1,436
Vehicles 32 32 (24) (21) 8 11
Office equipment 2,112 2,004 (1,518) (1,284) 594 720
Electrical Installations 1,722 1,620 (871) (732) 851 888
Furniture and fixtures 1,519 1,432 (1,106) (989) 413 443
Total 20,891 19,308 (10,834) (9,337) 10,057 9,971
The Company monitors Trade Receivables and Unbilled Revenue, net of Unearned Revenues separately and collectively. The close monitoring, follow-up on
collections and favorable exchange rates have ensured that the Trade Receivables and Unbilled Revenue, net of Unearned Revenues as a percentage of revenue
has declined (22.6% in FY 2017, 24.6% in FY 2016).
The Days Sales Outstanding for FY 2017 has come down to 70 days as compared to 81 days for FY 2016. (` crore)
As at March 31, 2017 As % of Revenue As at March 31, 2016 As % of Revenue
Trade Receivables 22,684 19.2% 24,073 22.2%
Unbilled Revenue 5,351 4.5% 3,992 3.7%
Total 28,035 23.8% 28,065 25.8%
Investments carried at fair value through P&L 19,637 1,709 55 58 19,692 1,767
Investment carried at amortized cost - 516 148 116 148 632
Total 41,636 22,479 344 343 41,980 22,822
(` crore)
As at March 31, As at March 31, As at March 31, As at March 31, As at March 31, As at March 31,
2017 2016 2017 2016 2017 2016
Other current financial assets Other non-current financial assets Total financial assets
Interest receivable 715 206 - 73 715 279
Long - term bank deposits - - - 415 - 415
Security deposits 147 143 816 733 963 876
` crores
Earmarked balances with banks - - 1 86 1 86
Others 612 567 8 18 620 585
Total 1,474 916 825 1,325 2,299 2,241
For schedules on the unconsolidated financial results, please refer detailed Unconsolidated Financial Statements which form part of this Annual Report.
FY 2017 FY 2016
Net cash provided by / (used in)
Operating activities 23,132 17,986
Investing activities (15,782) (4,518)
Financing activities (10,891) (9,586)
Exchange difference on translation of foreign currency (52) 40
Net (decrease) / increase in cash and cash equivalents after translation (3,593) 3,922
Cash flows from operating activities Cash flows from financing activities
TCS generated net cash from operating activities of ` 23,132 crore in During FY 2017, cash used in financing activities was ` 10,891 crore in
FY 2017 (` 17,986 crore in FY 2016) FY 2017 (` 9,586 crore in FY 2016).
(` crore)
FY 2017 FY 2016 For schedules on the unconsolidated statement of cash flows, please refer
Profit for the year 30,066 29,339 detailed Unconsolidated Financial Statements which form part of this
Adjustments: depreciation and amortization 1,575 1,459 Annual Report.
(` crore)
Other non-cash adjustments (3,037) (2,773)
FY 2017 FY 2016
Effect of working capital changes 994 (3,575)
Dividends paid including dividend tax (10,947) (9,479)
Cash generated from operations 29,598 24,450
Other payments 56 (107)
Taxes paid (6,466) (6,464)
Net cash used in financing activities (10,891) (9,586)
Net cash provided by operating activities 23,132 17,986
9.0 Internal Financial Control Systems and their Adequacy Deloitte Haskins & Sells LLP, the statutory auditors of TCS, has audited the
TCS has aligned its current systems of internal financial control with the financial statements included in this annual report and has issued an
requirement of the Companies Act 2013, on lines of the globally accepted attestation report on our internal control over financial reporting (as defined
risk based framework as issued by the Committee of Sponsoring in section 143 of the Companies Act 2013).
Organizations (COSO) of the Treadway Commission. The Internal Control
Integrated Framework (the 2013 framework) is intended to increase TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of
transparency and accountability in an organizations process of designing and its activities. The audit is based on an internal audit plan, which is reviewed
implementing a system of internal control. The framework requires a each year in consultation with the statutory auditors (Deloitte Haskins & Sells
company to identify and analyze risks and manage appropriate responses. LLP) and the audit committee. In line with international practice, the conduct
The Company has successfully laid down the framework and ensured its of internal audit is oriented toward the review of internal controls and risks in
effectiveness. its operations such as software delivery, accounting and finance,
procurement, employee engagement, travel, insurance, IT processes,
TCS internal controls are commensurate with its size and the nature of its including most of the subsidiaries and foreign branches.
operations. These have been designed to provide reasonable assurance with
regard to recording and providing reliable financial and operational TCS also undergoes periodic audit by specialized third-party consultants and
information, complying with the applicable statutes, safeguarding assets professionals for business specific compliances such as quality
from unauthorized use, executing transactions with proper authorization, and management, service management, information security, and so on. The
ensuring compliance with corporate policies. TCS has a well-defined audit committee reviews the reports submitted by the management and
delegation of power with authority limits for approving revenue as well as audit reports submitted by internal auditors and statutory auditors.
expenditure. Processes for formulating and reviewing annual and long-term Suggestions for improvement are considered and the audit committee
business plans have been laid down. TCS uses a state-of-the-art enterprise follows up on corrective action. The audit committee also meets TCS
resource planning (ERP) system to record data for accounting, consolidation, statutory auditors to ascertain, inter alia, their views on the adequacy of
and management information purposes and connects to different locations internal control systems and keeps the board of directors informed of its
for efficient exchange of information. It has continued its efforts to align all its major observations periodically.
processes and controls with global best practices.
Based on its evaluation (as defined in section 177 of the Companies Act 2013
Our management assessed the effectiveness of the Companys internal and Clause 18 of SEBI Regulations 2015), our audit committee has concluded
control over financial reporting (as defined in Clause 17 of SEBI Regulations that, as of March 31, 2017, our internal financial controls were adequate and
2015) as of March 31, 2017. operating effectively.
Note:
Percentages reported are calculated from the underlying whole rupee numbers.
Within the tables, certain rows and columns may not add due to the use of rounded numbers.
Figures have been rounded off to ` crore
Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos.
The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees
including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its non-executive directors
which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies
Act, 2013 (the Act). These codes are available on the Company's website. The Company's corporate governance philosophy has been further
strengthened through the Tata Business Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate
Disclosure Practices (Insider Trading Code). The Company has in place an Information Security Policy that ensures proper utilisation 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) 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.
ii. None of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten
committees or chairman of more than five committees across all the public companies in which he is a Director. Necessary disclosures regarding
Committee positions in other public companies as on March 31, 2017 have been made by the Directors. None of the Directors are related to each
other except Mr. N. Ganapathy Subramaniam and Mr. N. Chandrasekaran.
iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6)
of the Act. The maximum tenure of independent directors is in compliance with the Act. All the Independent Directors have confirmed that they
meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act.
iv. Nine Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on
which the said meetings were held:
April 18, 2016; June 16 & 17, 2016; July 14, 2016; October 13, 2016; November 17, 2016; January 12, 2017; January 12, 2017;
February 20, 2017 and March 9 & 10, 2017.
v. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General
Meeting (AGM) and the number of Directorships and Committee Chairmanships / Memberships held by them in other public limited companies
as on March 31, 2017 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies
and companies under Section 8 of the Act. 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.
Mr. N. Chandrasekaran
Non-Independent,
(Chairman)* 9 Yes 5 - - -
Non-Executive
DIN 00121863
Mr. Cyrus Mistry ** Non-Independent,
4 Yes N.A. N.A. N.A N.A.
DIN 00010178 Non-Executive
Mr. Rajesh Gopinathan
(Chief Executive Officer and Non-Independent,
1 N.A. - - - -
Managing Director) *** Executive
DIN 06365813
Mr. Aman Mehta Independent,
9 Yes - 5 1 4
DIN 00009364 Non-Executive
Mr. V. Thyagarajan Independent,
9 Yes - - - -
DIN 00017541 Non-Executive
Prof. Clayton M. Christensen Independent,
5 No - - - -
DIN 00020111 Non-Executive
Dr. Ron Sommer Independent,
9 Yes - - - -
DIN 00621387 Non-Executive
Dr. Vijay Kelkar Independent,
8 Yes - 5 2 3
DIN 00011991 Non-Executive
Mr. Ishaat Hussain^ Non-Independent,
9 Yes 4 5 2 4
DIN 00027891 Non-Executive
Mr. O. P. Bhatt Independent,
9 Yes - 2 2 1
DIN 00548091 Non-Executive
Mr. Phiroz Vandrevala # Non-Independent,
2 Yes N.A. N.A. N.A. N.A.
DIN 01778976 Non-Executive
Mr. N Ganapathy
Subramaniam
Non-Independent,
(Chief Operating Officer and 1 N.A. 1 - - -
Executive
Executive Director) ^^
DIN 07006215
Ms. Aarthi Subramanian
Non-Independent,
(Executive Director) 9 Yes - - - -
Executive
DIN 07121802
* Relinquished the office of Chief Executive Officer and Managing Director and appointed as the Chairman of the Company w.e.f. February 21,
2017
** Ceased to be Chairman of the Company w.e.f. November 9, 2016 and Director of the Company w.e.f December 13, 2016
*** Appointed as Chief Executive Officer and Managing Director of the Company w.e.f. February 21, 2017
^ Nominated as the Chairman of the Company w.e.f. November 9, 2016 upto February 21, 2017
# Relinquished the office of Non-Executive Director w.e.f. July 8, 2016
^ ^ Appointed as Chief Operating Officer and Executive Director w.e.f. February 21, 2017
Video/tele-conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locations to participate in the meetings.
vi. During the year 2016-17, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for
its consideration.
vii. The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company
(https://www.tcs.com/investor-relations)
viii. During the year 2016-17, two meetings of the Independent Directors were held on October 13, 2016 and March 10, 2017. The Independent
Directors, inter-alia, reviewed the performance of non-independent directors, and the Board as a whole.
ix. The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the Company.
x. The details of the familiarization programme of the Independent Directors are available on the website of the Company
(https://www.tcs.com/investor-relations).
xi Details of equity shares of the Company held by the Directors as on March 31, 2017 are given below:
Name Category Number of equity shares
Mr. N. Chandrasekaran Non-Independent, Non-Executive 88,528
Mr. Rajesh Gopinathan Non-Independent, Executive 1,130
Mr. Ishaat Hussain Non-Independent, Non-Executive 1,740
Mr. N Ganapathy Subramaniam Non-Independent, Executive 98,880
Ms. Aarthi Subramanian Non-Independent, Executive 2,800
Name of the Extract of Terms of Reference Category and Composition Other details
Committee
Statutory Committees
Audit Committee is constituted in line with Six audit committee meetings were held during
Committee the provisions of Regulation 18 of SEBI Name Category the year and the gap between two meetings did
Listing Regulations, read with Section not exceed one hundred and twenty days.
177 of the Act. Committee invites such of the executives, as it
Oversight of financial reporting
Mr. Aman Mehta Independent, considers appropriate (particularly the head of
process. (Chairman) Non-Executive the finance function), representatives of the
Reviewing with the management, Independent, statutory auditors and internal auditors to be
Mr. V. Thyagarajan
the annual financial statements and Non-Executive present at its meetings.
auditors' report thereon before Independent, The Company Secretary acts as the Secretary to
submission to the board for Dr. Ron Sommer the audit committee.
Non-Executive
approval. Mr. Suprakash Mukhopadhyay, Global Treasury
Evaluation of internal financial Independent, Head and Company Secretary was appointed as
Dr. Vijay Kelkar
controls and risk management Non-Executive the Compliance Officer by the Board to ensure
systems. Non - compliance and effective implementation of the
Recommendation for appointment, Mr. Ishaat Hussain Independent, Insider Trading Code.
remuneration and terms of Non-Executive Quarterly Reports are sent to the members of
appointment of auditors of the Independent, the Committee on matters relating to the Insider
Company. Mr. O. P Bhatt Trading Code.
Non-Executive
Approve policies in relation to the The previous AGM of the Company was held on
implementation of the Insider June 17, 2016 and was attended by Mr. Aman
Trading Code and to supervise Mehta, Chairman of the audit committee.
implementation of the same.
Name of the Extract of Terms of Reference Category and Composition Other details
Committee
Corporate Committee is constituted in Name Category Two meetings of the CSR committee were held
Social line with the provisions of during the year.
Responsibility Section 135 of the Act. Mr. N.
Non-Independent,
Committee Formulate and recommend
Chandrasekaran
Non-Executive
(CSR) to the board, a CSR Policy (Chairman) *
indicating the activities to be Mr. Cyrus Mistry Non-Independent,
undertaken by the Company ** Non-Executive
as specified in Schedule VII Independent,
of the Act. Mr. O. P. Bhatt
Non-Executive
Recommend the amount of
expenditure to be incurred Mr. Rajesh Non-Independent,
on the activities mentioned Gopinathan# Executive
in the CSR Policy. Ms. Aarthi Non-Independent,
Monitor the CSR Policy. Subramanian # Executive
* Appointed as Chairman of the Committee
w.e.f. March 10, 2017
** Ceased to be Director of the Company
and consequently a member of this
Committee w.e.f. December 13, 2016
# Appointed as a member of the
Committee w.e.f. March 10, 2017
Risk Committee is constituted in line Name Category Four meetings of the risk management
Management with the provisions of Regulation Non-Independent, committee were held during the year.
Committee 21 of SEBI Listing Regulations. Mr. Ishaat Hussain
Non-Executive
Frame, implement and monitor
the risk management plan Mr. N. Non-Independent,
for the Company. Chandrasekaran Non-Executive
Independent,
Mr. O. P. Bhatt
Non-Executive
Mr. Rajesh Non-Independent,
Gopinathan* Executive
Ms. Aarthi Non-Independent,
Subramanian Executive
* Relinquished the office of Chief
Financial Officer and appointed as the
Chief Executive Officer and Managing
Director of the Company w.e.f.
February 21, 2017
Name of the Extract of Terms of Reference Category and Composition Other details
Committee
Other Committees
Software Registration / renewal of Name Category
Technology registration / de-registration Independent, Non-
Parks of India of various offices of the Mr. V. Thyagarajan
Executive
(STPI) / Special Company under the STPI / SEZ
Economic Zone schemes and such other Mr. N. Non Independent,
(SEZ) schemes as may be deemed Chandrasekaran* Non-Executive
committee fit and to also approve of other Mr. N. Ganapathy. Non-Independent,
STPI/ SEZ/ other scheme(s) Subramaniam** Executive
related matters. * Ceased to be a member of the Committee
w.e.f. March 10, 2017
** Appointed as a member of the
Committee w.e.f. March 10, 2017
Health, Safety Framing and implementation Name Category One meeting of the health, safety and
and of broad guidelines / policies Dr. Vijay Kelkar Independent, sustainability committee was held during the
Sustainability with regard to the health, (Chairman) Non-Executive year.
Committee safety and sustainability
activities Independent,
Dr. Ron Sommer
Non-Executive
Mr. N. Non-Independent,
Chandrasekaran * Non-Executive
Mr. N. Ganapathy Non-Independent,
Subramaniam** Executive
* Ceased to be member of the Committee
w.e.f. March 10, 2017
** Appointed as a member of the
Committee w.e.f. March 10, 2017
The terms of reference of committees are available on the website (https://www.tcs.com/ir-corporate-governance)
b. Details of investor complaints received and redressed during the year 2016-17 are as follows:
Opening Balance Received during the year Resolved during the year Closing Balance
1 95 95 1*
* SEBI had requested the complainant to upload the scanned copy of the Arbitration Tribunal Order in SCORES by April 20, 2017.
The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors
that were evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective
management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.
Remuneration Policy:
Remuneration policy in 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 decided by the Nomination and Remuneration Committee within the salary scale
approved by the members and are effective April 1, each year. The Nomination and Remuneration Committee decides on 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 the Act based on the
performance of the Company as well as that of the Managing Director and each Executive Director.
During the year 2016-17 the Company paid sitting fees of ` 30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and
meetings of committees of the Board. The Members have at the AGM of the Company held on June 27, 2014 approved a payment of commission to the
Non-Executive Directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said
commission is decided each year by the Board of Directors and distributed amongst the Non-Executive Directors based on their attendance and
contribution at the Board and certain Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also
reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings.
iv. Details of the Remuneration for the year ended March 31, 2017:
a. Non-Executive Directors:
(` lakh)
Name Commission Sitting Fees
Mr. N. Chandrasekaran, Chairman
- 0.90
( w.e.f. February 21, 2017)
Mr. Cyrus Mistry - 1.80
Mr. N. Chandrasekaran
Chief Executive Officer and Managing
244.93 270.35 2500.00 nil
Director
(upto February 21, 2017)
* The remuneration includes compensation for the full year, i.e. as Chief Financial Officer from April 1, 2016 to Februarry 21, 2017 and as Chief
Executive Officer and Managing Director from February 21, 2017 to March 31, 2017.
** The remuneration includes compensation for the full year, i.e. as President, Financial Services for April 1, 2016 to February 21, 2017 and as Chief
Operating Officer and Executive Director from February 21, 2017 to March 31, 2017.
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 fees.
Name of Committee Audit Nomination Stakeholders' CSR Ethics and Risk Health
Committee and Relationship Committee Compliance Management Safety and
Remuneration Committee Committee Committee Sustain
Committee ability
Committee
Date on which meetings 6 meetings held 4 meetings held 1 meeting held 2 meetings 1 meeting 4 meetings 1 meeting
were held on April 18, on April 18, on March 10, held on held on held on April 4, held on
2016; July 14, 2016; 2017 October 12, March 10, 2016; July 11, March 10,
2016; October January 11, 2016 2017 2016; October 2017
13, 2016; 2017; and 12, 2016 and
December 13, February 20, March 10, March 10,
2016; 2017 2017 2017
January 12, and
2017 March 10, 2017
and
February 20,
2017
Attended
Name of Director
Mr. N. Chandrasekaran * - 1 - 2 - 3 -
Mr. Cyrus Mistry ** - 1 - 1 - - -
Mr. Rajesh Gopinathan # - - 1 1 1 4 -
Mr. Aman Mehta 6 4 - - - - -
Mr. V. Thyagarajan 6 4 1 - 1 - -
Prof. Clayton M. Christensen - - - - - - -
Dr. Ron Sommer 6 - - - - - 1
Dr. Vijay Kelkar 5 - - - - - 1
Mr. Ishaat Hussain 6 4 - - - 4 -
Mr. O. P. Bhatt 6 - 1 2 1 4 -
Mr. Phiroz Vandrevala @ - - - - - -
Mr. N Ganapathy Subramaniam
- - 1 - - - 1
##
Ms. Aarthi Subramanian ### - - - 1 1 4 -
Whether quorum was
The necessary quorum was present for all the above committee meetings
present for all the meetings
* Mr. N. Chandrasekaran was appointed as a Chairman of Corporate Social and Responsibility Committee w.e.f. March 10, 2017, as a member of Nomination and
Remuneration Committee w.e.f February 20, 2017 and ceased to member of Stakeholders' Relationship Committee, Ethics and Compliance Committee and Health
Safety and Sustainability Committee w.e.f. March 10, 2017
** Mr. Cyrus Mistry ceased to be a Director of the Company and consequently a member of Nomination and Remuneration Committee, and as a Chairman of
Corporate Social and Responsibility Committee and Executive Committee w.e.f. December 13, 2016.
# Mr. Rajesh Gopinathan was appointed as a member of Ethics and Compliance Committee, Stakeholders' Relationship Committee and Corporate Social and
Responsibility Committee w.e.f. March 10, 2017
@ Mr. Phiroz Vandrevala relinquished the office of Non-Executive Director w.e.f. July 8, 2016
## Mr. N Ganapathy Subramaniam was appointed as a member of Health Safety and Sustainability Committee and Stakeholders' Relationship Committee, w.e.f. March 10,
2017
### Ms. Aarthi Subramanian was appointed as a member of Ethics and Compliance Committee and Corporate Social and Responsibility Committee w.e.f. March 10, 2017
i. General Meeting
b. An extra ordinary general meeting of the Company was held on December 13, 2016 at 3:30 p.m. at Yashwantrao Chavan Pratishthan
Auditorium, Y.B. Chavan Centre, General Jangannath Bhosle Marg, next to Sachivalaya Gymkhana, Mumbai 400021 for obtaining requisite
approval of the shareholders of the Company for removal of Mr. Cyrus Mistry as a Director under Section 169 and other applicable provisions of
the Companies Act, 2013
ii Details of special resolution passed through postal ballot, the persons who conducted the postal ballot exercise and details of the
voting pattern
During the year, the Company sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated March 3,
2017 for Buyback of Equity Shares of the Company, the results of which were announced on April 17, 2017. Mr. P. N. Parikh (Membership No. FCS
327) of M/s Parikh and Associates, Practicing Company Secretaries was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-
voting process in a fair and transparent manner.
Details of Voting Pattern were as under:
Description Votes in favour of the resolution Votes against the resolution Invalid Votes
of the
Resolution
Number of members Number of % of Number of Number % of Total Total
voted through valid Votes total members voted of valid total number of number of
electronic voting cast (Shares) number through electronic Votes number members invalid
system and through of valid voting system cast of valid whose votes votes cast
Physical ballot form votes and through (Shares) votes were declared (Shares)
cast Physical ballot form cast invalid
Approval for 7,341* 1,79,68,85,635 99.81 577 34,85,059 0.19 341 38,788
Buyback of
Equity
Shares
* Two shareholders have partially voted for assent and partially for dissent. While their votes are counted, as cast, for the sake of number of
shareholders they are counted only once in assent.
The Company conducted the postal ballot in accordance with the provisions of Section 110 of the Act read with Rule 22 of the Companies
(Management & Administration) Rules, 2014 (Rules). The Company had completed the dispatch of the Postal Ballot Notice dated March 3, 2017
along with the Explanatory Statement, postal ballot form and self-addressed business reply envelopes on March 16, 2017 to the shareholders who
had not registered their e-mail IDs with the Company/Depositories and also sent by e-mail the said documents to shareholders whose e-mail IDs
were registered with the Company/Depositories. The Company also published a notice in the newspaper declaring the details of completion of
dispatch and other requirements as mandated under the provisions of the Act and Rules framed thereunder. In compliance with the provisions of
Sections 108 and 110 of the Act and rule 20 and 22 of the Rules read with Regulation 44 of the SEBI Listing Regulations, the Company had offered the
V. Other Disclosure
Details of Non- Schedule V (c) 10(b) to the There were no cases of non-compliance during the last three
compliance by the SEBI Listing Regulations years 2014-15, 2015-16 and 2016-17
Company, penalty,
strictures imposed on
the Company by the
stock exchange, or
Securities and
Exchange Board of
India ('SEBI') or any
statutory authority on
any matter related to
capital markets
Whistle Blower Policy Regulation 22 of SEBI The Company has adopted a Whistle Blower Policy and has https://www.tcs.com/content/da
and Vigil Mechanism Listing Regulations established the necessary vigil mechanism for directors and m/tcs/pdf/discover-tcs/investor-
employees to report concerns about unethical behavior. No relations/faq/TCS-Global-Policy-
person has been denied access to the Chairman of the Audit Whistle-Blower-Ver-5.pdf
Committee. The said policy has been uploaded on the
website of the Company.
Policy on Regulation 23 of SEBI The Company has adopted a Policy on Determination of https://www.tcs.com/content/da
Determination of Listing Regulations Materiality for Disclosures m/tcs/pdf/discover-tcs/investor-
Materiality for relations/faq/TCS -Policy-
Disclosures Determination-of-Materiality-for-
Disclosure.pdf
Policy on Archival and Regulation 9 of SEBI The Company has adopted a Policy on Archival and https://www.tcs.com/content/da
Preservation of Listing Regulations Preservation of Documents m/tcs/pdf/discover-tcs/investor-
Documents relations/faq/TCS-Policy-Archival-
of-Documents.pdf
Code of Conduct Regulation 17 of SEBI The members of the board and senior management https://www.tcs.com/tata-code-
Listing Regulations personnel have affirmed compliance with the Code of of-conduct
Conduct applicable to them during the year ended March
31, 2017. The annual report of the Company contains a
certificate by the Chief Executive Officer and Managing
Director, on the compliance declarations received from
Independent Directors, Non-executive Directors and
Senior Management.
Subsidiary Companies Regulation 24 of SEBI The audit committee reviews the consolidated financial The Company has a policy for
Listing Regulations statements of the Company and the investments made determining 'material subsidiaries'
by its unlisted subsidiary companies. The minutes of the which is disclosed on its website at
Board meetings along with a report on significant the following link-
developments of the unlisted subsidiary companies are https://www.tcs.com/content/da
periodically placed before the Board of Directors of the m/tcs/pdf/discover-tcs/investor-
Company. relations/faq/TCS_Material_Subsi
diary_Policy.pdf
The Company does not have any material non-listed
Indian subsidiary company.
The quarterly, half-yearly and annual 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. Press Releases made by the Company from time to time are also displayed on the Company's website. Presentations made to
the institutional investors and analysts after the declaration of the quarterly, half-yearly and annual results are also displayed on the Company's website.
A list of Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website under 'Investor FAQs'
section. A Management Discussion and Analysis Report is a part of the Company's Annual Report.
iii. Date of Book Closure / Record Date : As mentioned in the Notice of the AGM to be held on June16, 2017
iv. Listing on Stock Exchanges : National Stock Exchange of India Limited (NSE)
Exchange Plaza, C-1, Block G
Bandra Kurla Complex
Bandra (East), Mumbai 400 051
v. Stock Codes/Symbol:
NSE : TCS
BSE : 532540
Listing Fees as applicable have been paid.
vi. Corporate Identity Number (CIN) of the Company: L22210MH1995PLC084781
vii. Market Price Data:
High, Low (based on daily closing prices) and number of equity shares traded during each month in the year 2016-17 on NSE and BSE:
High (`) Low (`) Total number of High (`) Low (`) Total number of
equity shares equity shares
traded traded
Apr-2016 2,535.50 2,417.05 245,98,437 2,530.05 2,417.20 17,44,830
May-2016 2,636.40 2,467.70 168,29,863 2,635.35 2,467.50 12,63,930
Jun-2016 2,667.65 2,463.95 219,25,266 2,665.50 2,461.80 13,03,910
Jul-2016 2,619.30 2,426.60 261,26,814 2,618.55 2,425.50 13,82,846
Aug-2016 2,738.45 2,500.55 230,20,890 2,732.35 2,501.60 12,11,478
Sep-2016 2,514.80 2,322.10 259,21,371 2,513.50 2,321.15 39,97,517
Oct-2016 2,428.65 2,328.90 207,93,059 2,428.70 2,328.50 20,96,477
Nov-2016 2,350.00 2,101.15 272,09,010 2,347.70 2,105.05 32,58,480
Dec-2016 2,365.55 2,154.55 208,30,615 2,361.95 2,158.20 11,80,000
Jan-2017 2,379.50 2,229.80 298,50,037 2,378.55 2,229.90 22,00,387
Feb-2017 2,502.20 2,167.90 336,42,122 2,506.50 2,169.45 26,71,385
Mar-2017 2,567.50 2,412.05 236,94,270 2,562.35 2,412.10 19,99,462
viii. Performance of the share price of the Company in comparison to the BSE Sensex:
120
110
100
90
80
70
Apr-16 May-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17
For the convenience of the shareholders based in the following cities, transfer documents and letters will also be accepted
at the following branches/agencies of TSRDL:
a. Branches of TSRDL:
b. Agent of TSRDL:
99.94% of the equity shares of the Company are in electronic form. Transfer of these shares are done through the depositories with no involvement of
the Company. As regards transfer of shares held in physical form,the transfer documents can be lodged with TSRDL at any of the above mentioned
addresses.
Transfer of shares in physical form is normally processed within ten to twelve working days from the date of receipt, if the documents are complete in
all respects. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary), under the authority of the board,
severally approve transfers, which are noted at subsequent board meetings.
xiv. Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity:
The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments in the past and hence as on March 31, 2017, the
Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments.
xv. Commodity price risk or foreign exchange risk and hedging activities:
Please refer to Management Discussion and Analysis Report for the same.
Shareholders to whom shares were transferred from the suspense account during the year (5) (300)
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on
195 7,446
March 31, 2017
The voting rights on the shares outstanding in the suspense account as on March 31, 2017 shall remain frozen till the rightful owner of such shares
claims the shares.
xvii. Transfer of unclaimed / unpaid amounts to the Investor Education and Protection Fund (IEPF):
Pursuant to Sections 205A and 205C, and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed / unpaid dividend, application
money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed /
unpaid for a period of seven years from the date they became due for payment, were required to be transferred to the IEPF. 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), both of
which were applicable with effect from September 7, 2016, also contain similar provisions for transfer of such amounts to the IEPF. Accordingly, all
unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and
deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, in relation to the
Company, erstwhile TCS e-Serve Limited and erstwhile CMC Limited, which have been amalgamated with the Company, have been transferred to
the IEPF established by the Central Government. No claim shall be entertained against the Company for the amounts so transferred.
a. For shareholders of erstwhile TCS e-Serve Limited which has merged with the Company:
The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders:
Financial Year Date of declaration Last date for claiming unpaid dividend
2009-10 August 24, 2010 August 23, 2017
2010-11 August 12, 2011 August 11, 2018
2011-12 July 10, 2012 July 9, 2019
2012-13 May 30, 2013 May 29, 2020
b. For shareholders of erstwhile CMC Limited which has merged with the Company:
The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders:
Financial Year Date of declaration Last date for claiming unpaid dividend
2009-10 June 29, 2010 June 28, 2017
2010-11 June 27, 2011 June 26, 2018
2011-12 June 27, 2012 June 26, 2019
2012-13 June 26, 2013 June 25, 2020
2013-14 June 23, 2014 June 22, 2021
2014-15 June 11, 2015 June 10, 2022
2015-16 July 16, 2015 July 15, 2022
Financial Year Date of declaration Last date for claiming unpaid dividend
2009-10 July 2, 2010 July 1, 2017
July 15, 2010 July 14, 2017
2010-11 October 21, 2010 October 20, 2017
January 17, 2011 January 16, 2018
I confirm that the Company has in respect of the year ended March 31, 2017, 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, 2017.
Rajesh Gopinathan
Chief Executive Officer and Managing Director
Mumbai, April 18, 2017
1. We, Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of TATA CONSULTANCY SERVICES LIMITED (the Company), have
examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2017, as stipulated in regulations 17 to 27
and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations).
Managements' Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation
and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI
Listing Regulations.
Auditors' Responsibility
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions
of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by the Company for the purpose of providing reasonable
assurance on the compliance with Corporate Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance
issued by the Institute of Chartered Accountants of India ( the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013,
in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which
requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and
Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Opinion
7. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the
Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to
(i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year ended March 31, 2017.
8. We 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.
P. R. RAMESH
Partner
(Membership No.70928)
MUMBAI, April 18, 2017
TCS also engages in a variety of sustainability initiatives, with the goal of empowering communities to make an impact in the three focus areas of Education and
Skills, Health and Wellbeing, and Environmental Stewardship. Our sustainability initiatives take the form of volunteering effort by our employees, providing pro
bono IT services for worthy causes, and funding programs run by non-governmental organizations and other agencies.
In this section, we discuss our ongoing programs and new initiatives launched in FY17 towards making the world a better place. The statutory Business
Responsibility Report is provided at the back of the Annual Report, along with some disclosures. TCS also publishes a more detailed Sustainability Report that is
aligned with international sustainability disclosure standards. This is available on our website, www.tcs.com.
People
When TCS Mumbai associate Akhilesh Beri set out to conduct a clean-up drive at a city beach, only a few of his colleagues were willing to pursue the
cause. Nevertheless, the small group was determined. They announced their intention on the TCS Purpose4Life portal, reaching out to like-minded
associates far beyond their known circles. The result: nearly a 100 people turned up on the appointed day to spruce up Mumbai's Juhu beach.
We were only a few people and the cause demanded greater numbers. After we put up our plan on the portal, people responded in large numbers,
bringing their families along. This initiative would have remained just a thought had it not been for Purpose4Life.
The program is one of the many employee engagement initiatives launched by TCS, through which associates are encouraged to commit a
minimum of 10 hours of volunteer activity each year. We aim to leverage our large employee base, vast global presence, and unmatched IT
expertise to bring about social change.
In FY17, TCS associates dedicated 694,487 hours for various activities such as cleaning up beaches and forts, teaching marginalized
communities conversational English, basic mathematics, and science, and augmenting their computer skills.
TCS also runs separate BPS and IT Employability Programs for the
underprivileged. Launched in 2010, the BPS Program imparts basic training in
English grammar and communication, mathematics, analytics, computers,
and the working of the BPS industry. The IT Employability Program, on the
other hand, trains rural engineering and science graduates in business skills,
TCS mobile laboratories at 200 schools across Odisha are making science
general aptitude, and technical skills. In FY17, over 9,100 students benefited
learning accessible to children in tribal areas
from the former, while the latter helped 2,400 students.
After funding the construction of toilets in 1,472 schools across the country
reaching over 80,757 girl students under the Prime Ministers Swachh
Bharat in FY16, TCS is currently supporting sanitation awareness programs
and the maintenance of the toilets.
Overseas Initiatives
To encourage schoolchildren to pursue higher education in the science,
technology, engineering, and mathematics (STEM) fields, TCS has
implemented student engagement programs across several countries.
In North America, our flagship program goIT continues to scale well (page
12). TCS is leading cross-sector efforts to expand diversity and ensure
TCS sponsors the educational infrastructure for students living in access to computer science education, including its founding partnership of
hostels run by the Manuski Center in Pune STEM mentoring programs such as US 2020 and Million Women Mentors,
To facilitate resource sharing and collaboration among young entrepreneurs, and our ongoing work with partners such as NPower, NCWIT, Boys Scouts of
we set up the Digital Impact Square (DISQ) an open, social innovation America, and STEMconnector. Over 3,000 TCS volunteers supported these
center for students, start-up owners, and budding entrepreneurs from across programs in FY17, reaching over 17,600 students. Additionally, over 300,000
the country. A select group of innovators receive sponsorship to look for ways people benefited through TCS leadership in national initiatives, STEM
to solve Indias pressing social problems through Digital technology. partnerships, and pro bono tech platforms. On December 1, 2016, MWM
crossed the one million mentor pledges milestone, and has already engaged
In our continuing effort to align science and engineering education with the over 650,000 mentor-mentee relationships.
needs of the industry, we have launched an MSc program in Big Data
Analytics in partnership with four leading institutes in India. Eighty students Meanwhile, the goIT program has taken wing and expanded across the
have enrolled in the first batch. Atlantic to Finland, Germany, and Sweden, and has so far reached more than
1,500 young people in direct partnerships with local schools. In each
Another brick-and-mortar initiative was the Kohli Research Block at the Kohli geography, the implementation of the program was tailored to fit local needs.
Center on Intelligent Systems (KCIS), IIIT Hyderabad. Inaugurated on January One goIT success story is currently unfolding in Germany. At Frankfurts
16, 2017, this 60,000-sq-ft center is dedicated to research activities in Edith-Stein-Schule Antoniushaus Hochheim, a school catering to differently-
robotics, natural language processing, and cognitive sciences. abled students, identical twins, Dominik and Michael, started small at goIT,
tinkering with LEGO robots and the like. But two sessions in, the wheelchair-
Health and Sanitation Efforts bound brothers, who had never programmed before, were hooked. Both the
After implementing a highly acclaimed system to cut wait times for OPD brothers have received student internships with TCS.
patients at Indias premier medical institution, the All India Institute of
Medical Sciences (AIIMS). In 2016, TCS has initiated a similar In the UK, TCS has been running its STEM initiative, IT Futures, under which
transformation at the Tata Medical Center (TMC), Kolkata. we conduct workshops in schools and universities, develop online resources,
and offer employment and internships to participants. The program has
We have deployed our Hospital Management System (HMS) at TMC and the
Cancer Institute (CI), Chennai, to deliver integrated patient treatment.
In FY17, TCS upgraded CIs Digital infrastructure to handle the increasing load
of users and transactions. The benefits to patients were immediate: faster
access to consultations, tests, and reports. The hospital can now focus on
patient care instead of documentation.
Planet
While plastic is not biodegradable, it can be recycled and reused. As part of a pilot program, TCS set up a PET bottle-crushing biocrux machine
within its Pune campus in January 2017. These machines help convert PET bottles into flakes, which are used to create recycled products, or are
absorbed for further industrial use. Since its installation, the biocrux machine has compacted 24,337 bottles, weighing a total 402 kg. The benefits
are manifold this not just helps reduce emissions, and the Companys carbon footprint as a result, but also ensures TCS sends zero waste to
landfills. Both these are commitments to sustainability that we have made, and continue to abide by, among other components of our
1
environment management plan. And both TCS and our supply chain partners are held to the same high standards through a series of programs.
(See Exhibit 1 and 2.) Sustainability is a key criterion for selecting vendors and maintaining ongoing relationships with them. Compliance to legal
requirements is set as the minimum requirement for business.
Exhibit 1: Environmental Management at TCS Exhibit 2: Steps for Supply Chain Sustainability
Energy Conservation FY16. TCS recycled 7.5 mn kL of water in FY17. Implementation of rooftop
As part of our energy conservation plans, we aim to halve the companys collection systems, storage tanks, and recharge trenches and pits has led to
carbon footprint by 2020, with FY08 taken as the base year. Energy a 25% increase in the rainwater harvesting potential at TCS sites in FY17 over
consumption is the key contributor to TCS carbon footprint, with purchased the previous year.
electricity accounting for 90% of our total consumption.
Waste Reduction and Reuse
To achieve this carbon target, TCS has formulated a detailed plan of action on Being an IT services and consulting organization, TCS does not produce
energy and carbon management, focusing on four key levers: green industrial waste. Instead, the emphasis is on reducing municipal solid waste,
buildings, efficient operations, green IT, and use of renewable energy. as well as electronic and electrical waste. There is also a relatively smaller
proportion of potentially hazardous wastes, such as lead-acid batteries and
The foundation to better energy use is set with green infrastructure, waste lube oil. TCS' waste management practices (Exhibit 3) seek to ensure
designed as per green building standards for resource efficiency. Currently, that less than 5% waste is sent to landfills by 2020 by ensuring segregation
over 50% of the total real estate portfolio of the Company is certified green
building space, and 80% of TCS-owned real estate certified by the Indian
Green Building Council (IGBC) or LEED.
On-site composting Disposed through
and/or digestion sent Food and Hazardous government authorized
to piggeries as feed garden and recyclers in compliance
As part of its remote energy monitoring and control initiative, TCS has waste e-waste with local regulations
completely digitized the energy monitoring process for over 135 locations in
India and 23 key data centers. A centralized Resource Operations Center at
Kochi helps monitor and streamline energy consumption with real-time Printer
and toner
Paper and
mixed dry
Sent back to the cartridges waste Paper sent for recycling
analysis of usage patterns. manufacturer under Mixed dry waste sent to
product take-back scrap dealers or municipal
arrangement disposal
Our efforts in energy conservation have won accolades. Four TCS facilities
Garima Park, Gandhinagar; Deccan Park, Hyderabad; New Campus, Kochi;
and Synergy Park, Hyderabad won awards for energy management at the Exhibit 3: Waste Management Practices
17th National Award for Excellence in Energy Management 2016, organized at source, reuse, and recycle wherever possible.
by the Confederation of Indian Industries. In FY17, 27.4% of the total wet waste generated was treated through onsite
composting or bio-digester treatment. A total of 185.5 ton of compost was
Apart from conventional sources of electricity, we also source power from generated from garden waste in FY16, helping TCS avoid the use of chemical
rooftop solar panels and renewable energy purchased from third-party fertilizers, and the resultant soil and groundwater pollution. As for e-waste, in
providers. We are targeting a 20% usage of renewable energy by 2020. FY17, 25,623 items of redundant equipment were disposed of through
Towards this, we are exploring more procurement from third-party providers, government-authorized handlers or recyclers, in accordance with the
and also increasing in-house generation. In FY17, we reached the 7.2% mark, regulations of each country.2 For India operations, hazardous wastes (as
remaining on track to achieve the 2020 target. defined by regulations) are handled and disposed of as per the Hazardous
Waste (Management and Handling) Rules, 2008, only through government-
Our concerted efforts resulted in the reduction of our overall energy authorized vendors.
consumption by 8.3% over FY16, and 49.1% over baseline year FY08.
Our combined GHG emission (Scope 1 + Scope 2) was 1.62 tCO2e/FTE,
As a result of TCS focus on waste reduction, per capita paper consumption
49.1% less than the baseline year 2008, and 9.72% less than the last
has reduced by 19.8% over the prior year, and 83.6% over the baseline. The
reporting year.
success of this drive can be attributed to the awareness created among
associates, and the enforcement of printing discipline through automated
Water Conservation
and manual means. Paper waste is carefully segregated, shredded, and sent
All our new facilities are built for water conservation to ensure 100%
for recycling. In some cases, waste paper is sent to NGOs, which supply
treatment of sewage and rainwater harvesting. In FY17, consistent water
stationery items such as notepads and files made from recycled paper back
management measures have helped reduce per capita fresh water
to TCS. In FY17, TCS continued to achieve 100% recycling of its paper waste.2
consumption by 14.6% over baseline year FY08, and flattish compared to
[2] Data given is only for India, since most overseas locations are multi-occupancy facilities, where waste handling and disposal is handled by the building authority.
Section A: General information about the company Category (CSR in India only) ` Crore
1. Corporate Identity Number (CIN) of the Company: Education & Skill Building 90.6
L22210MH1995PLC084781 Health & Wellness 88.3
2. Name of the Company: Tata Consultancy Services Limited Restoration of Heritage Site 0.2
3. Registered address: 9th Floor, Nirmal Building, Nariman Point, Mumbai Environmental Sustainability 0.6
- 400 021, India Contribution to TCS Foundation 200.0
4. Website: www.tcs.com Total 379.7
5. E-mail id: [email protected]
6. Financial Year reported: April 1, 2016 to March 31, 2017 5. List of activities in which expenditure in 4 above has been incurred:
7. Sector(s) that the Company is engaged in (industrial activity code- Including overseas spend, the Companys total spending on Corporate
wise): Social Responsibility is ` 437 Crore
Section C: Other details
ITC Code Product Description
1. Does the Company have any Subsidiary Company/ Companies? Yes
85249009 Computer Software 2. Do the Subsidiary Company/ Companies participate in the BR
Initiatives of the parent company? If yes, then indicate the number of
8. List three key products / services that the Company manufactures / such subsidiary company(s): Yes. 22 subsidiaries participated
provides (as in balance sheet): Consulting and IT Services, 3. Do any other entity/entities (e.g. suppliers, distributors, etc.) that the
IT Infrastructure Services, and Business process services Company does business with participate in the BR initiatives of the
9. Total number of locations where business activity is undertaken by Company? If yes, then indicate the percentage of such
the Company: 141 Solution Centers entity/entities? [Less than 30%, 30-60%, More than 60%] No
(a) Number of International Locations (Provide details of major 5):
Top 5 regions are: Section D: BR information
North America 7 1. Details of Director/Directors responsible for BR
(a) Details of the Director/Director responsible for implementation
Continental Europe 3
of the BR policy/policies
UK & Ireland 7
The Corporate Social Responsibility (CSR) Committee of the Board
APAC 9
of Directors is responsible for implementation of BR policies. The
LATAM 8
members of the CSR Committee are as follows:
(b) Number of National Locations: 105
10. Markets served by the Company Local / State / National / DIN Number Name Designation
International: North America, Latin America, United Kingdom & Ireland, Mr N.
00121863 Chairman
Continental Europe, Asia Pacific, Middle East & Africa, and India Chandrasekaran
00548091 Mr O.P. Bhatt Independent Director
Section B: Financial details of the company Mr Rajesh Chief Executive Officer and
06365813
1. Paid up Capital (INR): 197 Crore Gopinathan Managing Director
2. Total Turnover (INR): 1,17,966 Crore Ms Aarthi
07121802 Executive Director
3. Total profit after taxes (INR): 26,289 Crore Subramaniam
4. Total Spending on Corporate Social Responsibility (CSR) as
(b) Details of the BR head
percentage of profit after tax (%): 1.7% of average profit for previous
Name: Mr. Ajoyendra Mukherjee
three years in respect of standalone TCS (India initiatives only)
Designation: Executive Vice President & Global Head HR
Telephone number: 022 67789999
E-mail id: [email protected]
S.N. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
2 Has the policy been formulated in consultation with the relevant stakeholders? Y Y Y Y Y Y Y Y Y
n Awarded a Gold Stevie for the Interview Ready n Achievers Award for '50 Most Engaged n Won 'Best Supplier' award from NXP
Mobile Learning App at International Business Workplaces in North America' for the fourth
Awards 2016 consecutive year n Awarded the Run SAP Partner of the Year
Pinnacle Award for the fourth consecutive
n Named Technology Company of the Year at n Named as one of The Times Top 50 year
the 2016 Asia CEO Awards Employers for Women in the UK
Leadership
n Ignio recognized as the Best Enterprise Sustainability
Application for AI by The AIconics, the n Awarded the Platinum award in the Large
independently judged awards celebrating n mKRISHI won the National Contest for Enterprise (Services category) in the Financial
innovation Social Innovation 2016 hosted by Ministry of Express CFO of the Year awards 2017
External Affairs along with NITI Aayog
n Won the Asian Banker Technology n Then CEO N. Chandrasekaran awarded the
Innovation Award under the Data & Analytics n Named the Most Socially Responsible 'Business Leader of the Year award' at the ET
Project category Company of the Year and the Industry Corporate Excellence Awards 2016
Champion of the Year at 2016 Asia Corporate
n Won the National Intellectual Property Excellence and Sustainability (ACES) Awards n Polled top honors in the Institutional Investors
Award and WIPO Award 2016 for Innovative 2016 All Asia Executive Team rankings in all
Enterprise n Awarded the Gold rating certificate by five categories: Best CEO, Best CFO, Best IR
EcoVadis for the third time in a row Professional, Best Investor Relations and
Employer Best IR Website
n Included in the Global Dow Jones
n Certified as a Top Employer in North Sustainability Index 2016 for the fourth n Then CFO, Rajesh Gopinathan, awarded the
America 2017 by the Top Employers consecutive year Overall Champion CFO at the Yes Bank-BW
Institute, third time in a row; Top UK Best CFO Awards 2016
Employer fifth time in a row; rated Top
P. R. RAMESH
Partner
Mumbai, April 18, 2017 (Membership No. 70928)
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting
insofar as it relates to 6 subsidiary companies, which are incorporated in India, is based solely on the corresponding reports of the auditors of such
companies incorporated in India.
Our opinion is not modified in respect of the above matters.
P. R. RAMESH
Partner
Mumbai, April 18, 2017 (Membership No. 70928)
Consolidated Statement of Changes in Equity for the years ended March 31, 2017 and 2016
A. EQUITY SHARE CAPITAL (` crores)
Balance as at April 1, 2015 Changes in equity share capital Balance as at March 31, 2016
during the year
197 - 197
(` crores)
Balance as at April 1, 2016 Changes in equity share capital Balance as at March 31, 2017
during the year
Annual Report 2016-17
197 - 197
Unconsolidated Financial
Statements
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such
controls, refer to our separate Report in Annexure A. Our report expresses an unmodified opinion on the adequacy and operating effectiveness
of the Companys internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on
long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the
Company.
iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in
Specified Bank Notes as defined in the Notification S.O. 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period
from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the
management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced
to us by the Management.
2. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Act,
we give in Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
P. R. RAMESH
Mumbai, April 18, 2017 Partner
(Membership No. 70928)
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,
2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note.
P. R. RAMESH
Mumbai, April 18, 2017 Partner
(Membership No. 70928)
Particular Forum where the dispute is pending Financial Year to which the amount Total
relates (` Crores)
2005-2006, 2006-2007, 2008-2009
High Court 1994-1995, 2001-2002, 2002-2003, 2003-2004, 142
2004-2005, 2005-2006, 2007-2008, 2008-2009,
2009-2010, 2010-2011, 2011-2012, 2012-2013
Service Tax Commissioner of Service tax (Appeals) 2002-2003, 2003-2004, 2004-2005, 2005-2006, 4
2006-2007, 2007-2008, 2008-2009, 2009-2010,
2010-2011, 2011-2012, 2012-2013, 2013-2014,
2014-2015
Tribunal 2003-2004, 2004-2005, 2005-2006, 2006-2007, 85
2007-2008, 2008-2009, 2009-2010, 2010-2011,
2011-2012, 2012-2013
* Indicates amount less than `0.50 crore.
There were no dues of duty of Customs, duty of Excise and Cess which have not been deposited as at March 31, 2017 on account of dispute.
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings
to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures.
ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting
under clause 3 (ix) of the Order is not applicable.
x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the
Company by its officers or employees has been noticed or reported during the year.
xi. In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance
with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.
xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act,
where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone Ind
AS financial statements as required by the applicable accounting standards.
xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and
hence reporting under clause 3(xiv) of the Order is not applicable to the Company.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash
transactions with its Directors or persons connected to its Directors and hence provisions of section 192 of the Act are not applicable.
xvi. The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.
P. R. RAMESH
Mumbai, April 18, 2017 Partner
(Membership No. 70928)
Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies
236 I
(Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies
(` crores)
Start date of
End date of Profit Provision
Sr. Date of acquiring accounting Reporting Exchange Share Reserves Total Profit after Proposed % of
Name of the Subsidiary Company accounting period Total Assets Investments Turnover before for Country
No. subsidiary period of Currency Rate Capital & Surplus Liabilities Taxation Dividend Shareholding
of subsidiary Taxation Taxation
subsidiary
Annual Report 2016-17
1 APTOnline Limited August 9, 2004 April 1,2016 March 31,2017 INR 1.000000 2 64 191 125 45 146 32 11 21 10 89% India
2 MP Online Limited September 8, 2006 April 1,2016 March 31,2017 INR 1.000000 1 73 125 51 39 86 31 11 20 8 89% India
3 C-Edge Technologies Limited January 19, 2006 April 1,2016 March 31,2017 INR 1.000000 10 121 209 78 - 254 54 20 34 17 51% India
4 MahaOnline Limited September 23, 2010 April 1,2016 March 31,2017 INR 1.000000 3 43 135 89 45 69 7 2 5 2 74% India
5 CMC Americas Inc August 9, 2004 April 1,2016 March 31,2017 USD 64.845000 10 154 244 80 - 327 56 22 34 - 100% U.S.A.
6 CMC eBiz Inc. January 27, 2011 April 1,2016 March 31,2017 USD 64.845000 - - - - - - - - - - 100% U.S.A.
7 TCS e-Serve International Limited December 31, 2008 April 1,2016 March 31,2017 INR 1.000000 10 212 273 51 118 142 58 17 41 - 100% India
8 TCS e-Serve America, Inc. February 10, 2009 January 1,2016 December 31,2016 USD 64.845000 2 6 34 26 - 88 (8) - (8) - 100% U.S.A.
9 Diligenta Limited August 23, 2005 April 1,2016 March 31,2017 GBP 80.803336 8 583 847 256 162 1,485 7 (1) 8 - 100% U.K.
10 Tata Consultancy Services Canada Inc. October 1, 2009 April 1,2016 March 31,2017 CAD 48.576672 34 474 1,036 528 - 3,656 415 111 304 170 100% Canada
11 Tata America International Corporation August 9, 2004 April 1,2016 March 31,2017 USD 64.845000 1 3,323 12,375 9,051 113 53,685 1,846 756 1,090 - 100% U.S.A.
12 Tata Consultancy Services Asia Pacific Pte Ltd. August 9, 2004 April 1,2016 March 31,2017 USD 64.845000 29 470 807 308 495 1,662 138 22 116 110 100% Singapore
13 Tata Consultancy Services ( China) Co.,Ltd November 16, 2006 January 1,2016 December 31,2016 CNY 9.409554 190 (13) 269 92 - 498 59 24 35 - 93.2% China
14 Tata Consultancy Services Japan, Ltd. July 1, 2014 April 1,2016 March 31,2017 JPY 0.579361 251 604 1,625 770 - 3,451 143 45 98 21 51% Japan
15 Tata Consultancy Services Malaysia Sdn Bhd August 9, 2004 April 1,2016 March 31,2017 MYR 14.659869 3 90 172 79 - 353 15 - 15 - 100% Malaysia
16 PT Tata Consultancy Services Indonesia October 5, 2006 April 1,2016 March 31,2017 IDR 0.004866 - 27 44 17 - 66 21 4 17 17 100% Indonesia
17 Tata Consultancy Services (Philippines) Inc. September 19, 2008 April 1,2016 March 31,2017 PHP 1.289960 36 176 306 94 - 537 72 1 71 - 100% Philippines
18 Tata Consultancy Services (Thailand) Limited May 12, 2008 April 1,2016 March 31,2017 THB 1.886071 2 12 19 5 - 28 3 - 3 - 100% Thailand
19 Tata Consultancy Services Belgium S.A. August 9, 2004 April 1,2016 March 31,2017 EUR 69.293356 1 256 404 147 - 1,015 144 48 96 - 100% Belgium
20 Tata Consultancy Services Deutschland GmbH August 9, 2004 April 1,2016 March 31,2017 EUR 69.293356 1 126 771 644 - 2,316 139 45 94 69 100% Germany
21 Tata Consultancy Services Sverige AB August 9, 2004 April 1,2016 March 31,2017 SEK 7.261072 - 309 772 463 - 1,880 158 36 122 - 100% Sweden
22 Tata Consultancy Services Netherlands BV August 9, 2004 April 1,2016 March 31,2017 EUR 69.293356 457 1,409 2,252 386 1,329 2,405 421 106 315 - 100% Netherlands
23 TCS Italia SRL August 9, 2004 April 1,2016 March 31,2017 EUR 69.293356 15 (13) 111 109 - 296 10 8 2 - 100% Italy
Capellen
24 Tata Consultancy Services Luxembourg S.A. October 28, 2005 April 1,2016 March 31,2017 EUR 69.293356 39 13 75 23 - 155 33 8 25 - 100% (G.D. de
Luxembourg)
Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies
(Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies
(` crores)
Start date of
End date of Profit Provision
Sr. Date of acquiring accounting Reporting Exchange Share Reserves Total Total Profit after Proposed % of
Name of the Subsidiary Company accounting period Investments Turnover before for Country
No. subsidiary period of Currency Rate Capital & Surplus Assets Liabilities Taxation Dividend Shareholding
of subsidiary Taxation Taxation
subsidiary
25 Tata Consultancy Services Switzerland Ltd. October 31, 2006 April 1,2016 March 31,2017 CHF 64.819072 10 272 651 369 98 1,643 137 25 112 - 100% Switzerland
26 Tata Consultancy Services France S.A.S August 9, 2004 April 1,2016 March 31,2017 EUR 69.293356 2 (1) 394 393 - 651 6 3 3 - 100% France
27 Tata Consultancy Services Osterreich GmbH March 9, 2012 April 1,2016 March 31,2017 EUR 69.293356 - 4 25 21 - 23 2 1 1 - 100% Austria
28 Tata Consultancy Services Danmark ApS March 16, 2012 April 1,2016 March 31,2017 DKK 9.317078 1 2 6 3 - 11 - - - - 100% Denmark
29 Tata Consultancy Services De Espana S.A. August 9, 2004 April 1,2016 March 31,2017 EUR 69.293356 - 15 131 116 - 216 14 - 14 - 100% Spain
30 Tata Consultancy Services Portugal Unipessoal Limitada July 4, 2005 April 1,2016 March 31,2017 EUR 69.293356 - (13) 17 30 - 19 (1) - (1) - 100% Portugal
31 Alti S.A. June 28, 2013 April 1,2016 March 31,2017 EUR 69.293356 3 (15) 452 464 75 701 (115) 11 (126) - 100% France
32 Alti HR S.A.S. June 28, 2013 April 1,2016 March 31,2017 EUR 69.293356 - 10 12 2 - 3 (1) - (1) - 100% France
33 Tescom (France) Software Systems Testing S.A.R.L. June 28, 2013 April 1,2016 March 31,2017 EUR 69.293356 1 (10) 2 11 - 7 (3) - (3) - 100% France
34 Alti Switzerland S.A. June 28, 2013 April 1,2016 March 31,2017 CHF 64.819072 1 11 16 4 - 43 1 - 1 - 100% Switzerland
35 Alti Infrastructures Systemes & Reseaux S.A.S. June 28, 2013 April 1,2016 March 31,2017 EUR 69.293356 - (2) - 2 - 3 (1) - (1) - 100% France
36 Alti NV June 28, 2013 April 1,2016 March 31,2017 EUR 69.293356 6 (2) 19 15 - 52 (8) - (8) - 100% Belgium
37 Teamlink June 28, 2013 April 1,2016 March 31,2017 EUR 69.293356 - (1) 3 4 - - - - - - 100% Belgium
38 Planaxis Technologies Inc. June 28, 2013 April 1,2016 March 31,2017 EUR 69.293356 - 40 58 18 - 46 3 - 3 - 100% Canada
39 Tata Consultancy Services Saudi Arabia July 2, 2015 April 1,2016 March 31,2017 SAR 17.291078 6 35 165 124 - 323 47 12 35 - 76% Saudi Arabia
40 Tata Consultancy Services (Africa) (PTY) Ltd. October 23, 2007 April 1,2016 March 31,2017 ZAR 4.847318 7 45 52 - 52 - 45 - 45 - 100% South Africa
41 Tata Consultancy Services (South Africa) (PTY) Ltd. October 31, 2007 April 1,2016 March 31,2017 ZAR 4.847318 9 50 264 205 - 662 39 11 28 45 100% South Africa
42 TCS FNS Pty Limited October 17, 2005 April 1,2016 March 31,2017 AUD 49.599941 5 (4) 17 16 - - - - - - 100% Australia
43 TCS Financial Solutions Beijing Co., Ltd. December 29, 2006 April 1,2016 March 31,2017 CNY 9.409554 34 (5) 97 68 - 80 2 1 1 - 100% China
44 TCS Financial Solutions Australia Holdings Pty Limited October 19, 2005 April 1,2016 March 31,2017 AUD 49.599941 69 (20) 49 - - - - - - - 100% Australia
45 TCS Financial Solutions Australia Pty Limited October 19, 2005 April 1,2016 March 31,2017 AUD 49.599941 - 125 149 24 36 59 47 17 30 - 100% Australia
46 TCS Iberoamerica SA August 9, 2004 April 1,2016 March 31,2017 UYU 2.269688 638 585 1,344 121 1,344 - 119 5 114 - 100% Uruguay
47 TCS Solution Center S.A. August 9, 2004 April 1,2016 March 31,2017 UYU 2.269688 82 27 324 215 - 554 35 7 28 - 100% Uruguay
48 Tata Consultancy Services Argentina S.A. August 9, 2004 April 1,2016 March 31,2017 ARS 4.205253 18 (54) 28 64 - 65 (14) - (14) - 99.99% Argentina
I 237
Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies
238 I
(Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies
(` crores)
Start date of
End date of Profit Provision
Sr. Date of acquiring accounting Reporting Exchange Share Reserves Total Total Profit after Proposed % of
Name of the Subsidiary Company accounting period of Investments Turnover before for Country
No. subsidiary period of Currency Rate Capital & Surplus Assets Liabilities Taxation Dividend Shareholding
subsidiary Taxation Taxation
subsidiary
Annual Report 2016-17
49 Tata Consultancy Services Do Brasil Ltda August 9, 2004 April 1,2016 March 31,2017 BRL 20.579834 362 (289) 254 181 - 484 16 7 9 - 100% Brazil
50 Tata Consultancy Services De Mexico S.A., De C.V. August 9, 2004 January 1,2016 December 31,2016 MXN 3.472085 1 508 700 191 - 1,705 391 120 271 102 100% Mexico
51 Tata Consultancy Services Chile S.A. August 9,2004 January 1,2016 December 31,2016 CLP 0.097785 166 500 757 91 65 433 62 (2) 64 - 100% Chile
52 TCS Inversiones Chile Limitada August 9,2004 January 1,2016 December 31,2016 CLP 0.097785 150 161 315 4 314 - (1) - (1) - 99.99% Chile
53 TATASOLUTION CENTER S.A. December 28, 2006 January 1,2016 December 31,2016 USD 64.845000 19 46 240 175 - 659 (24) 11 (35) 65 100% Ecuador
54 TCS Uruguay S.A. January 1, 2010 April 1,2016 March 31,2017 UYU 2.269688 - 53 84 31 - 185 8 2 6 33 100% Uruguay
55 MGDC S.C. January 1, 2010 January 1,2016 December 31,2016 MXN 3.472085 - 122 216 94 - 860 57 18 39 - 100% Mexico
56 TECHNOLOGY OUTSOURCING S.A.C October 30,2015 January 1,2016 December 31,2016 PEN 19.966438 11 (3) 31 23 - 100 (4) (2) (2) - 100% Peru
57 Tata Consultancy Services Qatar S.S.C. December 20, 2011 April 1,2016 March 31,2017 QAR 17.809179 4 62 83 17 - 123 9 1 8 - 100% Qatar
58 TCS Foundation March 25, 2015 April 1,2016 March 31,2017 INR 1.000000 1 499 504 4 473 - 222 - 222 - 100% India
Notes:
1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2017.
2. Diligenta2 Ltd. was liquidated on March 14, 2017.
3. PT Financial Network Services was liquidated on March 16, 2017.
4. MSCJV was liquidated on January 24, 2017.
Glossary 239
Annual Report 2016-17
Glossary
Forward Contract A Forward Contract is a hedging instrument wherein two parties agree to buy or sell a particular currency at a pre-determined rate (OR Forward Currency rate ) on a
specific future date.
For e.g. TCS enters into a forward contract to sell USD 1mn after 3 months @ ` 68. Irrespective of the prevailing USD spot rate, TCS will be obliged to sell USD 1mn
@ ` 68 at the end of 3 months.
Gamification Gamification is the process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation
IT Infrastructure Services Technical consulting, remote infrastructure management, hosting, process and tools optimization, and technical transformation of the enterprise IT infrastructure
(IT IS) to a future proof hybrid cloud model
Internet of Things (IoT) IoT is a network of interconnected machines or devices which are embedded with sensors, software, network connectivity, and necessary electronics to generate
and share run-time data that can be studied and used to monitor or control remotely, predict failure, and optimize the design of those machines / devices
Invested Funds Invested funds are funds that are highly liquid in nature, and can be readily converted into cash
Invested Funds = Cash and Bank Balances + Investments + Deposits with Banks + Inter corporate Deposits
Key Managerial KMP in relation to our Company means the Chief Executive Officer and Managing Director, Chief Financial Officer, all Executive Directors, Global Head for Human
Personnel (KMP) Resource and the Company Secretary. Please refer to the Company's policy on KMP: http://www.tcs.com/ir-corporate-governance
Machine Learning Machine learning is a type of artificial intelligence (AI) that provides computers with the ability to learn without being explicitly programmed
Market Capitalization Total market value of all of a company's outstanding equity shares
Market Cap = Last Trading Price * Total number of outstanding shares
Non controlling Interest Minority Interest is the share of the consolidated profits attributable to interests of the non-controlling ownership in the subsidiaries.
Non-discretionary Spend Non-Discretionary spend, also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a
business running
Even in tough economic times, non-discretionary spend remains relatively unaffected
Offshore leverage This is the proportion of our international revenues derived from services that are delivered out of centers in India. A service delivered out of an offshore delivery
center is billed at a lower rate compared to what would be applicable if delivered out of the customers location. So higher offshore leverage depresses the revenue
growth relative to the volume growth but expands the gross margin
Pricing This is the price charged to the customer per unit of effort. In contracts, pricing is the billing rate for a unit of effort (usually measured in person-hours). In Fixed Price
contracts, pricing is the total sum the customer is expected to pay for the turnkey solution delivered. Some use this term interchangeably (and somewhat
inaccurately) with the average revenue realized by the company per unit of effort. See Realization
Realization This is the revenue received by the company per unit of effort expended. TCS reports the quarter on quarter change in realization (in percentage terms) after
removing any impact of changes in currency exchange rates and also any impact of change in offshore leverage between the two periods
Billing rates vary depending on what service is offered, and in which part of the world, so it is important to note that increases or decreases in realization could be
because of changes in the underlying business or geographic mix and not necessarily because of a change in the pricing of a service. Also, realization doesn't take
into account the costs and therefore higher realization is not necessarily more profitable
Related Party Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged.
Transactions Please refer the Company's policy on Related Party Transactions : http://www.tcs.com/ir-corporate-governance
Simplification Simplification is the term used to describe the rationalization of IT architectures through consolidation of systems and elimination of redundant systems and layers.
The primary purpose is to shrink the IT footprint and make operations leaner and more efficient
Unbilled Revenue (UBR) UBR is revenue that is yet to be invoiced for services already delivered. The budgeted effort has been expended (and therefore the revenue has been recognized)
and yet, no invoice has been raised. While this could happen due to several reasons, the most common one is the customer delay in acceptance of a project
deliverable. This is the opposite of Unearned Revenue
Unearned Revenue (UER) UER is money received in advance for services yet to be delivered. In other words, it is revenue that has been invoiced and collected from the client although the
underlying effort is yet to be expended. Unearned revenue is the opposite of Unbilled Revenue
Virtual Reality (VR) VR is an artificial, computer-generated simulation or recreation of a real life environment or situation. It engages users by offering simulated reality experiences
firsthand, primarily by stimulating their vision and hearing
Volume Volume in any period is the Billed Effort and the quantum of hardware equipment and software licenses sold in that period
Disclaimer: This glossary is intended to help understand commonly used terms and phrases in TCS' Annual Report. The explanations are not intended to be technical definitions. If explanations
provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the
certified financial statements will prevail.
240 Glossary
Promoting fitness
in the Community
TCS is the title sponsor of premier marathons across the globe, including the TCS World 10K
Bengaluru, the TCS New York City Marathon, the TCS Amsterdam Marathon, and the
TCS Lidingloppet (the world's largest cross country run), and the technology partner to the
Marathons held in Mumbai, London, Singapore, Chicago, and Boston -- all part of our effort to
promote health and fitness in the communities we work with the world over.
Title Sponsors
Certain statements in this release concerning our future prospects are forward-looking statements. Forward-looking statements by their nature involve a number of risks and
uncertainties that could cause actual results to differ materially from market expectations. These risks and uncertainties include, but are not limited to our ability to manage
growth, intense competition among Indian and overseas IT services companies, various factors which may affect our cost advantage, such as wage increases or an appreciating
Rupee, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on cross-
border movement of skilled personnel, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication
networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which TCS has
made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India,
unauthorized use of our intellectual property and general economic conditions affecting our industry. TCS may, from time to time, make additional written and oral forward-looking
statements, including our reports to shareholders. These forward-looking statements represent only the Companys current intentions, beliefs or expectations, and any forward-
looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements.
Produced and Designed by: Global Investor Relations and Corporate Marketing, Tata Consultancy Services
IT Services
Business Solutions
Consulting
Notice
Notice is hereby given that the twenty-second Annual General Meeting of Tata Consultancy Services Limited will be held on Friday,
June 16, 2017 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, to
transact the following business:
2. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial
year 2016 -17.
3. To appoint a Director in place of Ms. Aarthi Subramanian (DIN 07121802) who retires by rotation and, being eligible, offers
herself for re-appointment.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013
(Act) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, B S R & Co. LLP, Chartered
Accountants (Firm Registration No. 101248W/W - 100022), be and is hereby appointed as Auditors of the Company in place of
the retiring auditors Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), to hold
office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-seventh AGM to be held in
the year 2022 (subject to ratification of their appointment at every AGM if so required under the Act), at such remuneration, as
may be mutually agreed between the Board of Directors of the Company and the Auditors.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED that Mr. N. Chandrasekaran (DIN 00121863) who was appointed by the Board of Directors as an Additional Director
of the Company with effect from February 21, 2017 and who holds office up to the date of this Annual General Meeting of the
Company in terms of Section 161(1) of the Companies Act, 2013 (Act), but who is eligible for appointment and in respect of
whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature
for the office of Director of the Company, be and is hereby appointed a Director of the Company, liable to retire by rotation.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED that Mr. Rajesh Gopinathan (DIN 06365813 ) who was appointed by the Board of Directors as an Additional Director
of the Company with effect from February 21, 2017 and who holds office up to the date of this Annual General Meeting of the
01 Notice
Company in terms of Section 161(1) of the Companies Act, 2013 (Act), but who is eligible for appointment and in respect of
whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature
for the office of Director of the Company, be and is hereby appointed a Director of the Company, not liable to retire by rotation.
7. Appointment of Mr. Rajesh Gopinathan as Chief Executive Officer and Managing Director 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 Sections 196, 197 and other applicable provisions, if any, of the Companies Act,
2013, (Act), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, the Company hereby approves the appointment and terms of remuneration of Mr.
Rajesh Gopinathan (DIN 06365813), as the Chief Executive Officer and Managing Director of the Company for a period of five
years with effect from February 21, 2017 upon the terms and conditions set out in the Explanatory Statement annexed to the
Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of
profits in any financial year during the tenure of his appointment) with authority to the Board of Directors to alter and vary the
terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr.
Rajesh Gopinathan.
RESOLVED FURTHER that the Board of Directors of the Company (which term shall be deemed to include any Committee of the
Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take
all such steps as may be necessary, proper and expedient to give effect to this Resolution.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED that Mr. N. Ganapathy Subramaniam (DIN 07006215), who was appointed by the Board of Directors as an
Additional Director of the Company with effect from February 21, 2017 and who holds office up to the date of this Annual
General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (Act), but who is eligible for
appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the
Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company,
liable to retire by rotation."
9. Appointment of Mr. N. Ganapathy Subramaniam as Chief Operating Officer and Executive Director 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 Sections 196, 197 and other applicable provisions, if any, of the Companies Act,
2013 (Act), read with Schedule V to the Act, and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, the Company hereby approves the appointment and terms of remuneration of Mr.
N. Ganapathy Subramaniam (DIN 07006215) as Chief Operating Officer and Executive Director of the Company for a period of
five years with effect from February 21, 2017 upon the terms and conditions set out in the Explanatory Statement annexed to
the Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of
profits in any financial year during the tenure of his appointment) with authority to the Board of Directors to alter and vary the
terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. N.
Ganapathy Subramaniam.
Notice 02
Annual Report 2016-17
RESOLVED FURTHER that the Board of Directors of the Company (which term shall be deemed to include any Committee of the
Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take
all such steps as may be necessary, proper and expedient to give effect to this Resolution.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Board be and is hereby authorized to
appoint Branch Auditors of any branch office of the Company, whether existing or which may be opened / acquired hereafter,
outside India, in consultation with the Company's Auditors, any person(s) qualified to act as Branch Auditors and to fix their
remuneration.
Notes:
1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (Act) setting out material facts
concerning the business under Item Nos. 4 to 10 of the Notice, is annexed hereto. The relevant details as required under
Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and
Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, of the person seeking
appointment/ re-appointment as Director under Item Nos. 3, 5, 6, and 8 of the Notice, are also annexed.
2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order
to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT
hours before the commencement of the AGM. Proxies submitted on behalf of limited companies, societies etc., must be
supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of Members not exceeding
fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case
a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying
voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
3. The Register of Members and Share Transfer Books of the Company will be closed on Thursday, June 15, 2017 and Friday, June
16, 2017.
4. Members, Proxies and Authorised Representatives are requested to bring to the meeting, the Attendance Slip enclosed
herewith, duly completed and signed, mentioning therein details of their DP ID and Client ID / Folio No.
5. If the Final Dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be
made on Friday, June 23, 2017 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) as of the close of
business hours on Wednesday, June 14, 2017;
ii. To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests
lodged with the Company as of the close of business hours on Wednesday, June 14, 2017.
03 Notice
6. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as
bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of
attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP).
Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the
Company's Registrars and Transfer Agents, TSR DARASHAW Limited (TSRDL) to provide efficient and better services.
Members holding shares in physical form are requested to intimate such changes to TSRDL.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by
every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN
to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical
form can submit their PAN details to TSRDL.
7. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to
eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or
TSRDL for assistance in this regard.
8. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the
Company or TSRDL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A
consolidated share certificate will be issued to such Members after making requisite changes.
9. In case of joint holders attending the AGM, 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.
10. Members seeking any information with regard to the accounts, are requested to write to the Company at an early date, so as to
enable the Management to keep the information ready at the AGM.
11. As per the provisions of Section 72 of the Act, 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. The said form can be downloaded from the Company's website www.tcs.com (under 'Investors' section).
Members holding shares in physical form may submit the same to TSRDL. Members holding shares in electronic form may
submit the same to their respective depository participant.
12. Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund (IEPF):
Pursuant to Sections 205A and 205C, and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed / unpaid
dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and
deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment,
were required to be transferred to the IEPF. 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), both of which were applicable with effect
from September 7, 2016, also contain similar provisions for transfer of such amounts to the IEPF. Accordingly, all unclaimed /
unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures
and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for
payment, in relation to the Company, erstwhile TCS e-Serve Limited and erstwhile CMC Limited, which have been
amalgamated with the Company, have been transferred to the IEPF established by the Central Government. No claim shall be
entertained against the Company for the amounts so transferred.
Notice 04
Annual Report 2016-17
As per Section 124(6) of the Act read with the IEPF Rules as amended, all the shares in respect of which dividend has remained
unpaid/unclaimed for seven consecutive years or more are required to be transferred to an IEPF Demat Account.
The Company has sent notice to all the members whose Dividends are lying unpaid / unclaimed against their name for seven
consecutive years or more. Members are requested to claim the same on or before May 31, 2017. In case the dividends are not
claimed by the said date, necessary steps will be initiated by the Company to transfer shares held by the members to IEPF
without further notice. Please note that no claim shall lie against the Company in respect of the shares so transferred to IEPF.
In the event of transfer of shares and the unclaimed dividends to IEPF, members are entitled to claim the same from IEPF by
submitting an online application in the prescribed Form 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 the requisite documents enumerated in the Form IEPF- 5. Members
can file only one consolidated claim in a financial year as per the IEPF Rules.
Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2009-10
onwards for the Company, erstwhile TCS e-Serve Limited and erstwhile CMC Limited, are requested to lodge their claims with
TSRDL. It may be noted that the unclaimed Final Dividend for the financial year 2009-10 declared by the Company on July 2,
2010 can be claimed by the Members by July 1, 2017. The unclaimed Final Dividend for the financial year 2009-10 declared by
erstwhile CMC Limited on June 29, 2010 can be claimed by the Members by June 28, 2017 and the unclaimed Final Dividend for
the financial year 2009-10 declared by erstwhile e-Serve Limited on August 24, 2010 can be claimed by the Members by
August 23, 2017. Members attention is particularly drawn to the Corporate Governance section of the Annual Report in
respect of unclaimed dividend.
The Ministry of Corporate Affairs (MCA) on May 10, 2012 notified the Investor Education and Protection Fund (Uploading of
information regarding Unpaid and Unclaimed amount lying with Companies) Rules 2012. In terms of the above Rules, the
Company has uploaded the information in respect of the Unclaimed Dividends, as on the date of last AGM i.e. June 17, 2016, on
the website of the IEPF viz. www.iepf.gov.in and under Investors section on the website of the Company viz. www.tcs.com.
13. The Notice of the AGM along with the Annual Report 2016-17 is being sent by electronic mode to those Members whose e-mail
addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same.
For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members
may note that this Notice and the Annual Report 2016-17 will also be available on the Company's website viz. www.tcs.com.
14. To support the 'Green Initiative', Members who have not registered their e-mail addresses are requested to register the same
with DPs / TSRDL.
15. The route map showing directions to reach the venue of the twenty-second AGM is annexed.
16. 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, and Regulation 44 of the SEBI Listing Regulations, 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 instructions for e-voting are given herein below. Resolution(s) passed by Members
through e-voting is/are deemed to have been passed as if they have been passed at the AGM.
17. The Board of Directors has appointed Mr. P. N. Parikh of M/s. Parikh & Associates, Practicing Company Secretaries (Membership
No. FCS 327) and failing him Mr. Mitesh Dhabliwala, Practicing Company Secretary (Membership No. FCS 8331) as the
Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.
05 Notice
18 The facility for voting, either through electronic voting system or polling paper shall also be made available at the AGM and the
Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to
vote at the AGM.
19. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled
to cast their vote again.
A. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the Company /
Depositories):
I. Open the email and also open the PDF file, namely, TCS e-voting.pdf, with your Client ID or Folio No. as password.
The said PDF file contains your User ID and password for e-voting. Please note that the password is an initial password.
NOTE: Shareholders already registered with NSDL for e-voting will not receive the PDF file TCS e-voting.pdf.
ii. Open the internet browser and type the following URL: https://www.evoting.nsdl.com.
iii. Click on Shareholder Login.
iv. If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for casting
your vote.
NOTE: Shareholders who forgot the User Details/ Password can use Forgot User Details/Password? or Physical
User Reset Password? option available on www.evoting.nsdl.com.
In case Shareholders are holding shares in demat mode, User ID is the combination of (DPID + Client ID).
In case Shareholders are holding shares in physical mode, User ID is the combination of (Even No + Folio No.).
v. If you are logging in for the first time, please enter the User ID and password provided in the PDF file attached with the
e-mail as initial password. The Password Change Menu will appear on your screen. Change to a new password of your
choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost
care to keep your password confidential. If you forget your password, you can reset it using Forgot User Details/
Password? or Physical User Reset Password? option available on www.evoting.nsdl.com.
vi. Once the e-voting home page opens, click on e-Voting > Active Voting Cycles.
vii. Select EVEN (E-voting Event Number) of Tata Consultancy Services Limited which is 106156. Now you are ready for
e-voting as 'Cast Vote' page opens.
viii. Cast your vote by selecting the appropriate option and click on Submit and also Confirm when prompted.
ix. Upon confirmation, the message Vote cast successfully will be displayed.
x. Once the vote on a resolution is cast, the Member shall not be allowed to change it subsequently.
xi. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG
format) of the relevant Board Resolution and / or Authority letter, etc., together with attested specimen signature of
the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to
[email protected], with a copy marked to [email protected].
Notice 06
Annual Report 2016-17
xii. In case of any queries, members may refer the Frequently Asked Questions (FAQs) and e-voting user manual for
shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no: 1800-222-990.
B. In case a Member receives a physical copy of the Notice of the AGM (for Members whose e-mail addresses are not
registered with the Company / Depositories):
i. Initial password is provided in the enclosed attendance slip: EVEN (E-voting Event Number) + User ID and Password.
ii. Please follow all steps from Sl. No. 20. A (ii) to (xii) above, to cast vote.
C. Other Instructions
i. The e-voting period commences on Tuesday, June 13, 2017 (9.00 a.m. IST) and ends on Thursday, June 15, 2017
(5.00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on
Friday, June 9, 2017 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL
for voting thereafter. Once the vote on a resolution is cast by the Member, he / she shall not be allowed to change it
subsequently or cast vote again.
ii. 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. A person, whose name is recorded in the register of members or in the register of beneficial
owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of voting, either
through remote e-voting or voting at the Meeting through electronic voting system or poll paper.
iii. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the
Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at
[email protected]. However, if 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 vote. If you forget your password, you can reset your password by
using Forgot User Details / Password option available on www.evoting.nsdl.com.
iv. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the Meeting,
thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the
employment of the Company and make, not later than 48 hours of conclusion of the Meeting, a consolidated
Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in
writing who shall countersign the same.
v. 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 www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results
to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. The
results shall also be displayed on the notice board at the Registered Office of the Company.
SUPRAKASH MUKHOPADHYAY
Global Treasury Head and Company Secretary
07 Notice
Explanatory Statement
As required by Section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all material facts
relating to the business mentioned under Item Nos. 4 to 10 of the accompanying Notice:
Item No. 4
This explanatory statement is provided though strictly not required as per Section 102 of the Act.
Deloitte Haskins & Sells LLP (DHS), Chartered Accountants, Mumbai, (ICAI Firm Registration No. 117366W/W-100018) were
appointed as the Auditors of the Company at the nineteenth Annual General Meeting (AGM) of the Company held on June 27, 2014
for a term of three years to hold office till the conclusion of this AGM. DHS have been the Auditors of the Company since financial year
2008-09. Prior to this, S. B. Billimoria & Co. (SBB), Chartered Accountants, were the Auditors of the Company from the financial year
2004-05 till financial year 2007-08. SBB was an associate of DHS.
As per the provisions of Section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than
two terms of five consecutive years. In view of the above, DHS can continue as the Auditors of the Company only up to the
conclusion of this Annual General Meeting ('AGM'), having completed their term as per the provisions of Section 139 of the Act.
The Board of Directors has, based on the recommendation of the Audit Committee, at its meeting held on January 12, 2017,
proposed the appointment of M/s B S R & Co. LLP (Firm Registration No. 101248W/W - 100022) as the Statutory Auditors of the
Company for a period of 5 years, to hold office from the conclusion of this AGM till the conclusion of the twenty-seventh AGM to be
held in the year 2022 (subject to ratification of their appointment at every AGM, if so required under the Act).
B S R & Co. LLP 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.
The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the Members.
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. 4 of the Notice.
Item No. 5
The Board of Directors has appointed Mr. N. Chandrasekaran, as an Additional Director of the Company with effect from February 21,
2017, on the recommendation of the Nomination and Remuneration Committee. As per the provisions of Section 161(1) of the Act,
he holds office of Additional Director only up to the date of this Annual General Meeting of the Company, and is eligible for
appointment as Director. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office
of Director of the Company, along with the requisite deposit.
Mr. N. Chandrasekaran relinquished his position as the Chief Executive Officer and Managing Director of the Company with effect
from February 21, 2017 on his appointment as Executive Chairman of Tata Sons Limited. He was nominated as the Chairman of the
Board of Directors of the Company by Tata Sons Limited from the same date. Mr. Chandrasekaran demonstrated exemplary
leadership as the Chief Executive Officer and Managing Director of the Company. Prior to his elevation to the position of Chief
Executive Officer and Managing Director of the Company on October 6, 2009, he held the office of the Chief Operating Officer and
Executive Director of the Company from September 6, 2008. He joined the Company in 1987 and has held several key positions
within the Company. He chairs the Board of several Tata companies and is also a Director of the Reserve Bank of India. Mr.
Chandrasekaran is recipient of several awards and recognition in business and academic communities.
Notice 08
Annual Report 2016-17
Further details of Mr. N. Chandrasekaran have been given in the Annexure to this Notice.
The Board commends the Resolution at Item No.5 of the accompanying Notice for the approval by the Members of the Company.
Except Mr. N. Chandrasekaran, Mr. N. Ganapathy Subramaniam, and their relatives, none of the Directors and Key Managerial
Personnel of the Company and their respective relatives is concerned or interested, in the Resolution set out at Item No. 5 of the
Notice.
As per the provisions of Section 161(1) of the Act, he holds office of Additional Director only up to the date of this Annual General
Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160(1) of the
Act proposing his candidature for the office of Director of the Company, along with the requisite deposit.
Prior to his elevation to the position as the CEO & MD, he held the office of the Chief Financial Officer of the Company from February
10, 2013. He has held several key positions within the Company and has played a key role in helping the Company become a
US$ 17.6 billion global company.
Mr. Rajesh Gopinathan joined Tata Consultancy Services in 2001 from Tata Industries, and worked to drive TCS' newly established
e-business unit in the United States. He was also involved in the design, structure and implementation of the new organizational
structure and operating model of the Company. He has worked on multiple assignments with Tata companies as part of the Tata
Strategic Management Group since 1996.
In 2014 he was awarded the Young Alumni Achiever's Award under Corporate Leader category by IIM, Ahmedabad.
Further details of Mr. Rajesh Gopinathan have been given in the Annexure to this Notice.
The main terms and conditions of appointment of Mr. Rajesh Gopinathan (hereinafter referred to as CEO & MD) are given below:
A. Tenure of Appointment:
The appointment as CEO & MD is for a period of five years with effect from February 21, 2017.
B. Nature of Duties:
The CEO & MD shall devote his whole time and attention to the business of the Company and shall perform such duties as may be
entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned
to him, subject to the superintendence, control and direction of the Board in connection with and in the best interests of the business
of the Company and the business of one or more of its associated companies and/ or subsidiaries, including performing duties as
assigned to the CEO & MD from time to time by serving on the Boards of such associated companies and / or subsidiaries or any other
executive body or any committee of such a company.
09 Notice
C. Remuneration:
a. Basic Salary:
Current Basic Salary of `7,50,000 per month; up to a maximum of `15,00,000 per month.
The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the
Nomination and Remuneration Committee (NRC) and the Audit Committee and will be performance-based and take into account
the Company's performance as well, within the said maximum amount.
c. Commission:
In addition to Salary, Benefits, Perquisites and Allowances, the CEO & MD would be paid such remuneration by way of Commission,
calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the
Company subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the CEO & MD will be
based on his performance as evaluated by the Board or the NRC and approved by the Board and will be payable annually after the
annual accounts have been approved by the Board.
D. Minimum Remuneration:
Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the CEO & MD, the
Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites,
Allowances and Commission subject to further approvals as required under Schedule V of the Act, or any modification(s) thereto.
Notice 10
Annual Report 2016-17
b. in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the CEO & MD of any of
the stipulations contained in the Agreement.
v. Upon the termination by whatever means of the CEO & MD's employment:
a. the CEO & MD shall immediately cease to hold offices held by him in any holding company, subsidiaries or associated
companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and unless the Board
of Directors of the Company decide otherwise, shall resign as trustee of any trusts connected with the Company;
b. the CEO & MD shall not without the consent of the Company, at any time thereafter represent himself as connected with
the Company or any of the subsidiaries or associated companies.
vi. All Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also
be applicable to the CEO & MD, unless specifically provided otherwise.
vii. The terms and conditions of appointment of the CEO & MD also include clauses pertaining to adherence with the Tata Code of
Conduct and maintenance of confidentiality.
viii. If and when the Agreement expires or is terminated for any reason whatsoever, the CEO & MD will cease to be the CEO & MD,
and also cease to be a Director. If at any time, the CEO & MD ceases to be a Director of the Company for any reason whatsoever,
he shall cease to be the CEO & MD, and the Agreement shall forthwith terminate. However, the Board may at its discretion
decide that CEO & MD shall continue as Director of the Company.
In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act, read with Schedule V to the Act,
the terms of appointment and remuneration of the CEO & MD as specified above are now being placed before the Members for their
approval. The Board commends the Resolutions at Item Nos. 6 and 7 for approval by the Members.
Except Mr. Rajesh Gopinathan and his relatives, none of the other Directors and Key Managerial Personnel of the Company and their
respective relatives is concerned or interested, in the Resolutions set out at Item Nos. 6 and 7 of the Notice.
As per the provisions of Section 161(1) of the Act, he holds office of Additional Director only up to the date of the forthcoming Annual
General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section
160(1) of the Act proposing his candidature for the office of Director of the Company, along with the requisite deposit.
Mr. N. Ganapathy Subramaniam was elevated to the role of COO & ED on February 21, 2017. Prior to taking over the COO's role, he
served as the President, Financial Services, a strategic business unit of the Company. In that role, he was responsible for steering the
non-linear growth strategies, Products and Platform business of the Company for over five years. In steering TCS Financial Solutions,
he led the Company's efforts in launching a suite of products for Banking, Capital Markets and Insurance domains - TCS BaNCS, many
of which have become world class solutions used by major financial institutions globally. He has held many key leadership positions
in the Company across Client Delivery, Business Development, integration of businesses and Product Development. He has been a
part of the Company and the Indian IT Industry for the past 35 years and has in-depth knowledge on technology trends and systems
policies of leading corporations. Mr. N. Ganapathy Subramaniam holds Master's in Mathematics from University of Madras and has
attended various programs including the Executive program for Growing Companies at Stanford University.
11 Notice
Further details of Mr. N. Ganapathy Subramaniam have been given in the Annexure to this Notice.
The main terms and conditions of appointment of Mr. N. Ganapathy Subramaniam (hereinafter referred to as COO and ED) are
given below:
A. Tenure of Appointment:
The appointment as COO & ED is for a period of five years with effect from February 21, 2017.
B. Nature of Duties:
The COO & ED shall devote his whole time and attention to the business of the Company and shall perform such duties as may be
entrusted to him by the Chief Executive Officer and Managing Director of the Company and/or the Board from time to time and
separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and
direction of the Board in connection with and in the best interests of the business of the Company and the business of one or more of
its associated companies and/ or subsidiaries, including performing duties as assigned to the COO & ED from time to time by serving
on the Boards of such associated companies and / or subsidiaries or any other executive body or any committee of such a company.
C. Remuneration:
a. Basic Salary:
Current Basic Salary of `7,00,000 per month; up to a maximum of `12,00,000 per month.
The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the
Nomination and Remuneration Committee (NRC) and will be performance-based and take into account the Company's
performance as well, within the said maximum amount.
c. Commission:
In addition to Salary, Benefits, Perquisites and Allowances, the COO & ED would be paid such remuneration by way of Commission,
calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the
Company subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the COO & ED will be
based on his performance as evaluated by the Board or the NRC and approved by the Board and will be payable annually after the
annual accounts have been approved by the Board.
Notice 12
Annual Report 2016-17
D. Minimum Remuneration:
Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the COO & ED, the
Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites,
Allowances and Commission subject to further approvals as required under Schedule V of the Act, or any modification(s) thereto.
In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act, read with Schedule V to the Act,
the terms of appointment and remuneration of the COO & ED as specified above are now being placed before the Members for their
approval. The Board commends the Resolutions at Item Nos. 8 and 9 for approval by the Members.
Except Mr. N. Ganapathy Subramaniam, Mr. N. Chandrasekaran and their relatives, none of the Directors and Key Managerial
Personnel of the Company and their respective relatives is concerned or interested, in the Resolutions set out at Item Nos. 8 and 9 of
the Notice.
13 Notice
Item No.10
The Company has branches outside India and may also open / acquire new branches outside India in future. It may be necessary to
appoint branch auditors for carrying out the audit of the accounts of such branches. The Members are requested to authorize the
Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their
remuneration.
The Board commends the Resolution at Item No. 10 for approval by the Members.
None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMPs is concerned or interested in the
Resolution set out at Item No. 10 of the Notice.
SUPRAKASH MUKHOPADHYAY
Global Treasury Head and Company Secretary
Notice 14
Annual Report 2016-17
Mr. N. Ganapathy
Particulars Ms. Aarthi Subramaniam Mr. N. Chandrasekaran Mr. Rajesh Gopinathan
Subramaniam
Date of Birth (Age) June 26, 1967 June 2, 1963 August 13, 1971 May 20, 1959
(49 years) (53 years) (45 years) (57 years)
Date of Appointment March 12, 2015 February 21, 2017 February 21, 2017 February 21, 2017
Expertise in specific Wide experience in Wide experience in Wide experience in Wide experience in
functional areas Information Technology Information Technology Information Technology Information Technology
Directorships held in Nil Tata Sons Limited
n Nil n Tata Elxsi Limited
other public companies Tata Steel Limited
n
Company Limited
Memberships / Nil Nil Nil Nil
Chairmanships of
committees of other
public companies
(includes only Audit
Committee and
Stakeholders'
Relationship Committee.)
Note: 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 directors please refer to the Board's Report and the Corporate
Governance Report.
15 Notice
Route Map to the
AGM Venue
Venue : Birla Matushri Sabhagar,
19, Sir Vithaldas Thackersey Marg,
Mumbai 400020
Landmark : Next to Bombay Hospital
Date & Time : Friday June 16, 2017 at 3.30 p.m.
Distance from Churchgate Station: 1 km Distance from Marine Lines Station: 0.8 km
CIN: L22210MH1995PLC084781
Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021
Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: [email protected] Website: www.tcs.com
ATTENDANCE SLIP
(To be presented at the entrance)
I/ We hereby record my/our presence at the 22nd Annual General Meeting (AGM) of the Company on Friday, June 16, 2017 at 3:30 p.m. at Birla Matushri Sabhagar, 19, Sir
Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020.
Folio No. DP ID No. Client ID No.
CIN: L22210MH1995PLC084781
Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021
Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: [email protected] Website: www.tcs.com
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the Member(s) :_________________________________________________________________________________________________
Registered address : ______________________________________________________________________________________________________
E-mail Id :________________________ Folio No. / Client ID No.: ___________________________ DP ID No.:___________________________
I / We, being the member(s) of ____________________ Shares of Tata Consultancy Services Limited, hereby appoint
1. Name : ___________________________________________________________________ E-mail Id: ____________________________________
Address : _______________________________________________________________________________________________________________
Signature : ________________________________________________
or failing him/her
2. Name : ___________________________________________________________________ E-mail Id: ____________________________________
Address : _______________________________________________________________________________________________________________
Signature : ________________________________________________
or failing him/her
3. Name : ___________________________________________________________________ E-mail Id: ____________________________________
Address : _______________________________________________________________________________________________________________
Signature : ________________________________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the twenty-second AGM of the Company to be held on Friday, June16, 2017 at 3:30 p.m. at Birla
Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 and at any adjournment thereof in respect of such resolutions as are indicated below.
Resolution
1. To receive, consider and adopt:
a. the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors
thereon; and
b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, 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 2016 -17.
3. To appoint a Director in place of Ms. Aarthi Subramanian who retires by rotation and, being eligible, offers herself for re-appointment.
4. Appointment of Statutory Auditors of the Company.
5. Appointment of Mr. N Chandrasekaran as a Director of the Company.
6. Appointment of Mr. Rajesh Gopinathan as a Director of the Company.
7. Appointment of Mr. Rajesh Gopinathan as Chief Executive Officer and Managing Director of the Company.
8. Appointment of Mr. N. Ganapathy Subramaniam as a Director of the Company.
9. Appointment of Mr. N. Ganapathy Subramaniam as Chief Operating Officer and Executive Director of the Company.
10. Appointment of Branch Auditors.
Affix
Signed this ................day of ......................... 2017
Revenue
Signature of Shareholder ................................................................................................................Signature of Proxyholder(s)................................................................................................ Stamp
NOTES:
1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021,
not less than 48 hours before the commencement of the Meeting
2. Those Members who have multiple folios with different jointholders may use copies of this Attendance slip/ Proxy.