To the Members,
 
 The Directors submit the Annual Report of the Company along with the
 audited financial statements for the financial year ended March 31,
 2012.
 
 1.  Financial Results
 
                                                         (Rs crores)
 
                            Unconsolidated           Consolidated 
                         2011-2012   2010-2011    2011-2012    2010-2011
 
 (i) Revenue from 
 operations              38,858.54   29,275.41    48,893.83    37,324.51
 
 (ii) Operating
 expenditure             27,472.82   20,511.88    34,458.52    26,146.15
 
 (iii) Depreciation 
 and amortisation           688.17      537.82       917.94       735.26
 
 (iv) Operating profit   10,697.55    8,225.71    13,517.37    10,443.10
 
 (v) Interest expense        16.40       20.01        22.23        26.48
 
 (vi) Other income (net)  2,685.18      494.73       428.17       604.00
 
 (vii) Profit before 
 tax                     13,366.33    8,700.43    13,923.31    11,020.62
 
 (viii) Provision 
 for tax                  2,390.35    1,130.44     3,399.86     1,830.83
 
 (ix) Minority 
 interest and share
 of loss of associate            -           -       109.96       121.75
 
 (x) Profit for 
 the year                10,975.98    7,569.99    10,413.49     9,068.04
 
 (xi) Balance 
 brought forward
 from previous year      14,069.20   10,458.13    18,635.05    13,604.84
 
 (xii) Amount 
 available for 
 appropriation           25,045.18   18,028.12    29,048.54    22,672.88
 
 Appropriations
 
 (a) Interim 
 dividends on 
 equity shares            1,761.49    1,174.32     1,761.49     1,174.32
 
 (b) Proposed final 
 dividend on equity
 shares
 (including special
 dividend)                3,131.55    1,565.78     3,131.55     1,565.78
 
 (c) Total dividend
 on equity shares
 (a + b)                  4,893.04    2,740.10     4,893.04     2,740.10
 
 (d) Proposed 
 dividend on 
 redeemable 
 preference
 shares                      22.00       11.00        22.00        11.00
 
 (e) Tax on dividend        797.34      450.82       806.86       459.15
 
 (f) General reserve      1,097.60      757.00     1,166.10       827.58
 
 (g) Balance carried 
 to balance sheet        18,235.20   14,069.20    22,160.54    18,635.05
 
                                       (1 crore = 10 million)
 
 2.  Dividend
 
 Based on the Companys performance, the Directors are pleased to
 recommend for approval of the members a final dividend of Rs 8 per share
 and a special dividend of Rs 8 per share for the financial year 2011-12
 taking the total dividend to Rs 25 per share (previous year Rs 14 per
 share) on the capital of 1,95,72,20,996 equity shares of Rs1 each. The
 final dividend and the special dividend on the equity shares, if
 approved by the members would involve a cash outflow of Rs 3,639.57
 crores including dividend tax. For equity shares, the proposed final
 dividend (including special dividend), interim dividends already paid
 and dividend tax for the financial year 2011-12 would aggregate Rs
 5,686.82 crores, resulting in a payout of 51.93% of unconsolidated
 profit of the Company (54.75% of consolidated profit).
 
 The redeemable preference shares allotted on March 28, 2008 are
 entitled to a fixed cumulative dividend of 1% per annum and a variable
 non-cumulative dividend of 1% of the difference between the rate of
 dividend declared during the year on the equity shares of the Company
 and the average rate of dividend declared on the equity shares of the
 Company for the three years preceding the year of issue of the said
 redeemable preference shares. Accordingly, the Directors have
 recommended, for approval of the members, a dividend of twenty-two
 paise (Rs 0.22) per share on 100,00,00,000 redeemable preference shares
 of Rs 1 each for the financial year 2011-12.
 
 3.  Transfer to Reserves
 
 The Company proposes to transfer Rs 1,097.60 crores to the general
 reserve out of the amount available for appropriations and an amount of
 Rs 18,235.20 crores is proposed to be retained in the statement of
 profit and loss.
 
 4.  Companys Performance
 
 During the financial year 2011-12, the volatility in the macroeconomic
 environment continued to cast its shadow and most of the markets where
 TCS operates in, were impacted. Even in this environment, the Company
 recorded industry leading financial performance. The major contributing
 factors for such all round performance across geographies and industry
 verticals were the Companys customer-centric approach and its ability
 to innovate customer specific solutions, focus on pricing, disciplined
 execution of complex projects and the rigor in following strong
 internal processes.
 
 In the financial year 2011-12, the Company continued its strong growth
 momentum across major markets.  Revenue growth in the year remained
 high in North America (29.62%), UK (29.16%), Europe (41.62%), Asia
 Pacific (50.67%) and Middle East & Africa (43.38%). Other geographies
 also witnessed double digit growth rates.
 
 In the financial year 2011-12, most of the industry verticals
 registered healthy growth rates. Revenue growth in BFSI (27.44%),
 Retail & Consumer Packaged Goods (45.05%) and Manufacturing (38.11%)
 were significant contributors. Revenue growth in other industry
 verticals was also significantly high at 37.27% - the major
 contributors were Life Sciences and Healthcare (33.10%), Hi-Tech
 (57.32%), Travel, Transport & Hospitality (42.85%).
 
 The Company became the first Indian IT Company to cross the US 
 billion milestone in terms of annual revenue.
 
 On consolidated basis, revenue for the year 2011-12 at Rs 48,893.83
 crores was higher by 31.00% (Rs 37,324.51 crores in 2010-11), operating
 profit at Rs 13,517.37 crores was higher by 29.44% (Rs 10,443.10 crores
 in 2010-11) and the net profit for the year at Rs 10,413.49 crores was
 higher by 14.84% (Rs 9,068.04 crores in 2010-11).
 
 On unconsolidated basis, revenue for the year 2011-12 at Rs 38,858.54
 crores was higher by 32.73 % (Rs 29,275.41 crores in 2010-11), operating
 profit at Rs 10,697.55 crores was higher by 30.05% (Rs 8,225.71 crores in
 2010-11) and the net profit for the year at Rs 10,975.98 crores was
 higher by 44.99% (Rs 7,569.99 crores in 2010-11).
 
 The Company has been making good progress in the strategic initiatives
 to drive its non-linear growth. Software products (Asset Leveraged
 Solutions) have added significant new customers during the year.
 Platform based BPO or process cloud have been offered in the areas of
 life insurance and pensions, analytics, finance and accounts, HR
 outsourcing and procurement. iON, the Companys cloud based platform
 for small and medium businesses launched in early 2011 has gained
 momentum in 2012.
 
 5.  International Credit Rating
 
 The Company continues to have an A3 investment-grade issuer rating as
 well as an indicative foreign currency debt rating of Baa1, with a
 stable outlook from Moodys Investors Services. The rating is not for
 any specific debt issuance of the Company.
 
 Standard and Poors ratings services has assigned BBB positive
 corporate credit rating with outlook as Negative to the Company.
 
 The Company has also been rated by Dun & Bradstreet at 5A1
 (Condition-Strong). The rating is assigned on the basis of tangible net
 worth and composite appraisal of the Company.
 
 6.  Strategic Alliance
 
 With the objective of moving towards its goal of being amongst the top
 IT companies in the world, the Company has made acquisitions/alliances
 over the past few years either directly or through its subsidiaries.
 
 On January 24, 2012, Tata Consultancy Services Japan Limited, a wholly
 owned subsidiary, entered into an agreement with Mitsubishi
 Corporation, pursuant to which a new subsidiary company, Nippon TCS
 Solution Center Limited (NTSC) has been setup. NTSC will offer a full
 service suite of IT, BPO and infrastructure services to Japanese
 corporations.
 
 7.  Human Resource Development
 
 Employees today are looking for development opportunities, future
 career options, empowerment and work-life balance in an organisation.
 To retain leadership position, the Company continuously innovates and
 customises its human resource (HR) strategy to meet changing employee
 needs.
 
 The global diverse talent base of 2,38,583 competent people, consisting
 of 110 nationalities, 31.6% women, 69% belonging to Gen Y is the key
 asset to retain the competitive edge and leadership position in the
 market.  The Companys HR processes cope up with the scale and
 complexity to manage this diverse talent base spread across 55
 countries. The Company continues to invest in its people to upgrade
 their technical, domain and leadership capability. A total of 9,972
 person years of effort were invested in the year 2011-12 on various
 learning and development programmes including the Initial Learning
 Programme (ILP) offered to trainees joining the Company.
 
 During the year 2011-12, the consolidated gross addition of 70,400
 employees and net addition of 39,969 employees was highest ever in the
 history of the Company. This included 1,898 people in-sourced from
 customer organisations.
 
 The academic interface programme (AIP) was strengthened and expanded to
 reach 673 institutes in India and 184 institutes abroad. The Company
 visited 389 campuses in India and released 43,604 offers. The Company
 also conducted campus placements outside India especially in USA,
 Canada, China, Uruguay and Hungary.
 
 The rigorous focus on talent engagement, deployment on right projects,
 role & career progression and benchmarked compensation & benefits
 helped the Company to attract and retain the best talent. The Company
 has launched Employee Assistance Programme, which would provide
 employees 24X7 confidential counselling services, to enable them to
 cope more effectively with stressful situations. The Company improved
 its talent retention globally which is reflected in the attrition
 dropping from 14.4% in the year 2010-11 to 12.2% in the year 2011-12.
 
 The Company sustained high utilisation rates throughout the year (82.2%
 excluding trainees and 74.4% including trainees). Such high level of
 utilisation could be achieved due to the robustness of the Companys
 sourcing to staffing process and talent management practices that
 ensured the availability of people with the right competencies at right
 places to meet the business demand.
 
 8.  Quality Initiatives
 
 Sustained commitment to high levels of quality, best-in-class service
 management and robust information security practices helped TCS to
 attain a number of milestones during the year.
 
 TCS continues to maintain the enterprise-wide highest maturity Level 5
 for CMMI®-DEV (Development) and CMMI®-SVC (Services) models. In the
 year 2011-12, TCS had set a new benchmark as the first publicly stated
 recipient to achieve a Multiple Simultaneous Appraisal against two
 constellations of the CMMI® model; and is also the first organisation
 in the world to be appraised at Level 5 of the CMMI®-SVC model, which
 underscores the maturity of the firms fast growing business process
 outsourcing (BPO) and infrastructure services business.
 
 TCS is enterprise-wide certified against ISO 9001:2008 (Quality
 Management), ISO 27001:2005 (Security Management) and ISO 20000:2005
 (Service Management). TCS also continues to maintain domain specific
 quality certifications AS 9100 (for Aerospace Industry), ISO 13485 (for
 Medical Devices) and TL 9000 (for Telecom Industry).
 
 TCS is enterprise-wide certified against ISO 14001:2004 (Environmental
 Management) and OHSAS 18001:2007 (Occupational Health and Safety
 Management). These certifications demonstrate TCS strong commitment to
 the environment and the occupational health and safety of its
 associates and business partners; and helps convey this to all its
 stakeholders, including customers.
 
 In the area of Knowledge Management, TCS received the prestigious Most
 Admired Knowledge Enterprise (MAKE) award for the 7th time in India and
 Asia. TCS also received the global Independent Operating Unit (IOU)
 MaKE award for the 2nd time.
 
 TCS launched Campus Commune, a social collaboration platform, to
 engage with potential and selected recruits from academic institutions.
 The network of students, faculty groups and TCS groups facilitate
 knowledge and experience sharing between academia and the Company. At
 the recently held World HRD Congress, Campus Commune was recognised as
 an innovative initiative in the talent recruitment and management area.
 
 The cornerstone of these certifications is the in-house developed
 Integrated Quality Management System (iQMS) - a vibrant,
 process-driven, people-oriented and customer-focused quality management
 system. iQMS is continuously evolving to cater to the requirements of
 TCS varied business offerings; and is the backbone supporting the
 Global Network Delivery Model (GNDMTM).
 
 9.  Corporate Sustainability
 
 The Companys initiatives in the community aim to create impact through
 empowerment so that the people in the community can make a better
 living and lead a better quality of life. The Company has chosen four
 areas to focus its energies on namely Education and Skill Development,
 Health, Environment and Affirmative Action.
 
 Programmes undertaken under these four broad areas are aimed at
 economically backward and other marginalized groups (like women,
 children and aged) as well as those who are physically or socially
 disadvantaged.
 
 The Companys community initiatives are delivered using four different
 approaches:
 
 (i) Leveraging the Companys core competencies in technology
 
 (ii) Creating conditions for employee participation through
 volunteering
 
 (iii) Building synergistic partnerships with clients and other partners
 like NGOs
 
 (iv) Financial sponsorships
 
 In the Education and Skill Building area, the primary programmes are:
 
 (i) Computer-based Functional Literacy (CBFL) programme helps teach
 illiterate adults how to read and write. The literacy software was
 enhanced to support writing and numeracy in four additional local
 languages (Bengali, Oriya, Marathi, and Tamil). A total of nine
 languages are now covered under CBFL.  TCS collaborated with
 Directorate of Adult Education under Saakshar Bharat Scheme to run
 camps in eight languages in India. More than 11,100 adults were made
 literate using the CBFL software.
 
 (ii) InSight, addressing school children to develop their communication
 skills and giving them an exposure to IT Industry.
 
 (iii) GoIT, addressing school children in Cincinnati, USA around the
 Companys campus and giving them exposure to the IT Industry and an
 opportunity to work on latest technology in the Companys research
 labs.
 
 (iv) mKrishi - Enhance farmers knowledge about their crops and provide
 solutions to their problems over mobile phones.
 
 (v) Advanced Computer Training - The Company organises training for
 visually impaired candidates to improve their employability in IT/ITES
 industry. Two batches were completed during the year 2011-12.
 
 (vi) Skill Development - A special programme to develop skills of NGOs
 to help them manage their operations and finances better along with
 Yale University and one of the Companys large customers in the
 financial industry.
 
 (vii) TCS Research Scholar Scheme supporting students who wish to
 pursue PhD in India.
 
 (viii) Academic Collaboration by conducting faculty development
 programmes, workshops for students and establishing joint research labs
 in the Institutes.
 
 In the area of Health, the primary programmes are:
 
 (i) Developing applications and Portals. During the year 2011-12,
 systems were developed and maintained, where necessary, for Lady Tata
 Memorial Trust in UK, Impact India, Smile Train, Childline, Mumbai
 Mobile Creches, Cancer Institute (Chennai) and Tata Medical Centre.
 
 (ii) Creating awareness - HIV and AIDS awareness programmes were
 conducted by TCSers who have formed Club RED to drive this initiative.
 In addition, TCSers in USA participated in a number of Walks, sometimes
 for causes supported by the Companys customers to increase awareness
 of diabetes and cancer.
 
 (iii) Blood donation camps - These camps are organised regularly across
 the delivery centers in India and a similar drive was organised in
 Singapore in association with Red Cross.
 
 (iv) Today is a Good Day - A programme to increase awareness of cancer
 in UK.
 
 (v) WebHealth Center - Providing free medical consulting and advice
 over the web.
 
 To promote wellness and raise money for local charities, TCS supports a
 number of sporting events, like Mumbai marathon, TCS World 10K race,
 TCS Amsterdam marathon as well as the New York City, Boston and Chicago
 marathons.
 
 In the area of Environment, the primary programmes are:
 
 (i) Enhancing awareness - Organising different events to enhance
 awareness.
 
 (ii) Reduction of carbon footprint and waste within the organisation by
 following Reduce, Reuse and Recycle themes.
 
 In the area of Affirmative Actions, the primary programme is as
 follows:
 
 Enhancing Employability and Create Employment - The Company initiated a
 programme to train economically deprived and socially disadvantaged
 candidates for BPO jobs and absorb some of them based on the Companys
 requirements and their performance during training. The Company trained
 7,828 economically weaker candidates during the year 2011-12, out of
 which 3,071 were socially disadvantaged candidates. Post completion of
 training, 1,018 offers were given, out of which 313 were socially
 disadvantaged candidates. During the year 2011-12, a total of 717
 candidates offered (in the year 2011-12 and last quarter of the year
 2010-11) joined TCS, out of which 326 are socially disadvantaged
 candidates.
 
 10.  Awards/Recognitions
 
 During the year, the Company received various awards and recognitions,
 some of which are given below:
 
 India
 
 - Outstanding Company of the Year 2012 - CNBC TV18
 
 - Ranked #1 Employer in India – Data Quest
 
 - Best Company to Work For - Business Today
 
 - Ranked #1 in Data Quest Top 20 IT companies
 
 - ICAI Award for Excellence in Financial Reporting
 
 - IT Company of the Year - NDTV Business Leadership Awards
 
 - Indian IT Company of the Year- Bloomberg-UTV CXO Awards 2011 Global
 
 - 5th in Bloomberg Business weeks Tech 100
 
 - 7th in Newsweeks Global Green Rankings
 
 - Indias Best Managed Company - Finance Asia
 
 - Forbes Asias Fab 50 companies
 
 - Gold SABRE, USA for Executive Leadership Communications
 
 - Best Architecture Trophy 2011 for TCS campus at Siruseri, Chennai
 at International Property Awards
 
 11.  Corporate Governance Report and Management Discussion and Analysis
 Statement Corporate Governance Report and Management Discussion and
 Analysis statement are attached to this Report.
 
 12.  Directors Responsibility Statement
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act,
 1956 (Act), and based on the representations received from the
 operating management, the Directors hereby confirm that:
 
 (i) in the preparation of the Annual Accounts for the year 2011-12, the
 applicable Accounting Standards have been followed and there are no
 material departures;
 
 (ii) they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for the financial year;
 
 (iii) they have taken proper and sufficient care to the best of their
 knowledge and ability for the maintenance of adequate accounting
 records in accordance with the provisions of the Act. They confirm that
 there are adequate systems and controls for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) they have prepared the Annual Accounts on a going concern basis.
 
 13.  Subsidiary Companies and Consolidated Financial Statements
 
 The Company had 54 subsidiaries at the beginning of the year. Four
 subsidiaries were set up during the year viz.:
 
 (i) Tata Consultancy Services Qatar S.S.C.
 
 (ii) Nippon TCS Solution Center Limited
 
 (iii) Tata Consultancy Services Osterreich GmbH
 
 (iv) Tata Consultancy Services Danmark ApS
 
 The total number of subsidiaries as on March 31, 2012 is 58.
 
 There has been no material change in the nature of the business of the
 subsidiaries. A statement containing brief financial details of the
 subsidiaries is included in the Annual Report.
 
 As required under the Listing Agreements entered into with the Stock
 Exchanges, a consolidated financial statement of the Company and all
 its subsidiaries is attached. The consolidated financial statements
 have been prepared in accordance with the relevant accounting standards
 as prescribed under Section 211(3C) of the Act.  These financial
 statements disclose the assets, liabilities, income, expenses and other
 details of the Company, its subsidiaries and associate companies.
 
 Pursuant to the provision of Section 212(8) of the Act, the Ministry of
 Corporate Affairs vide its circular dated February 8, 2011 has granted
 general exemption from attaching the balance sheet, statement of profit
 and loss and other documents of the subsidiary companies with the
 balance sheet of the Company. A statement containing brief financial
 details of the Companys subsidiaries for the financial year ended
 March 31, 2012 is included in the Annual Report. The annual accounts of
 these subsidiaries and the related detailed information will be made
 available to any member of the Company/its subsidiaries seeking such
 information at any point of time and are also available for inspection
 by any member of the Company/its subsidiaries at the registered office
 of the Company. The annual accounts of the said subsidiaries will also
 be available for inspection, as above, at the head offices/registered
 offices of the respective subsidiary companies. The Company shall
 furnish a copy of the details of annual accounts of subsidiaries to any
 member on demand.
 
 14.  Fixed Deposits
 
 The Company has not accepted any public deposits and as such, no amount
 on account of principal or interest on public deposits was outstanding
 as on the date of the balance sheet.
 
 15.  Directors
 
 Mr. O. P. Bhatt and Mr. Cyrus Mistry have been appointed as Additional
 Directors on April 2, 2012.  Mr. O. P. Bhatt is an Independent
 Director. As per the provisions of Section 260 of the Act, both the
 Directors hold office only up to the date of the forthcoming Annual
 General Meeting (AGM) of the Company and are eligible for appointment
 as Directors. The Company has received notices under Section 257 of the
 Act, in respect of the above persons, proposing their appointment as a
 Director of the Company. Resolutions seeking approval of the members
 for the appointment of Mr. O. P. Bhatt and Mr. Cyrus Mistry as
 Directors of the Company have been incorporated in the Notice of the
 forthcoming AGM along with brief details about them.
 
 Prof. Clayton M. Christensen, Dr. Ron Sommer and Mr. S. Ramadorai,
 Directors, retire by rotation and being eligible have offered
 themselves for re-appointment.
 
 Mrs. Laura M. Cha, a Director of the Company since November 2, 2006,
 who retires by rotation at the forthcoming AGM, has conveyed her
 decision not to offer herself for re-appointment. She is also the
 Chairperson of the Shareholders/Investors Grievance Committee. The
 Directors place on record their appreciation of the valuable
 contribution made by her.
 
 16.  Auditors
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants, who are the
 statutory auditors of the Company, hold office, in accordance with the
 provisions of the Act up to the conclusion of the forthcoming AGM and
 are eligible for re-appointment.
 
 17.  Particulars of employees
 
 The information required under Section 217(2A) of the Act and the Rules
 made thereunder, is provided in annexure forming part of the report. In
 terms of Section 219(1)(b)(iv) of the Act, the report and accounts are
 being sent to the shareholders excluding the aforesaid annexure. Any
 shareholder interested in obtaining copy of the same may write to the
 Company Secretary.
 
 18.  Conservation of energy, technology absorption, foreign exchange
 earnings and outgo
 
 The particulars as prescribed under Section 217(1)(e) of the Act, read
 with the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, are set out in an annexure to this report.
 
 19.  Acknowledgements
 
 The Directors thank the Companys employees, customers, vendors,
 investors and academic institutions for their support to the Company.
 
 The Directors also thank the Government of various countries,
 Government of India, State Governments in India and concerned
 Government Departments/Agencies for their co-operation.
 
 The Directors appreciate and value the contributions made by every
 member of the TCS family globally.
 
 
 
                                On behalf of the Board of Directors,
 
 Mumbai                                                  R. N. Tata
 
 May 26, 2012                                              Chairman