Tata Consultancy Services Directors Report, TCS Reports by Directors

Tata Consultancy Services

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Directors Report Year End : Mar '16    Mar 15
The directors submit annual report of Tata Consultancy Services Limited
 (the Company or TCS) along with the audited financial statements
 for the financial year (FY) ended March 31, 2016. Consolidated
 performance of the Company and its subsidiaries has been referred to
 wherever required.
 1.  Financial results
                                                    (Rs, crores)
                                    Unconsolidated     Consolidated
                             2015-16    2014-15      2015-16     2014-15
 Revenue from operations   85,863.85  73,578.06   108,646.21   94,648.41
 Operating expenditure     58,914.64  52,549.86    78,056.42   70,166.70
 Earnings before 
 interest, tax, depre-
 ciation and               26,949.21  21,028.20    30,589.79   24,481.71
 amortization (EBITDA)
 Other income (net)         3,740.20   4,466.73     3,053.87    3,229.91
 Finance costs                 13.58      79.57        19.83      104.19
 Depreciation and 
 amortization expense       1,559.19    1393.77      1947.96    1,798.69
 Profit before 
 exceptional item 
 and tax                   29,116.64  24,021.59    31,675.87   25,808.74
 Exceptional item               -        528.38        -          489.75
 Profit before 
 tax (PBT)                 29,116.64  24,549.97    31,675.87   26,298.49
 Tax expense                6,233.94   5,293.01     7,300.93    6,238.79
 Profit for the year 
 before minority 
 interest                  22,882.70   19,256.96   24,374.94   20,059.70
 Minority interest             -           -           83.12      207.52
 Profit for the 
 year (PAT)                22,882.70   19,256.96   24,291.82   19,852.18
 Adjustment for 
 amalgamation of 
 acquired subsidiaries       1075.31       71.78       -           -
 Balance brought 
 forward from pre-
 vious year                35,779.06   36,420.45   39,012.65   39,504.51
 Amount available 
 for appropriation         59,737.07   55,749.19   63,304.47   59,356.69
 Interim dividends 
 on equity shares 
 (excluding tax)            3,251.22   10,772.92    3,251.22   10,772.92
 Proposed dividend 
 on equity shares 
 (excluding tax)            5,320.16    4,700.95    5,320.16    4,700.95
 Tax on dividends 
 (interim and proposed)     1,648.16    2,591.54    1,653.34     2635.69
 Write back of tax on 
 dividends of prior year      (18.72)     (20.97)     (18.72)     (20.97)
 Capital redemption 
 reserve                         -           -        110.48      255.57
 General reserve            2,288.27    1,925.69    2,303.77    1,953.64
 Statutory reserve               -           -         65.52       46.24
 Balance carried to 
 balance sheet             47,247.98   35,779.06   50,618.70   39,012.65
 (Rs, 1 crore = Rs, 10 million)
 2.  Issue of equity shares
 In pursuance of the scheme of amalgamation (the Scheme) sanctioned by
 the Hon''ble High Court of Judicature at Bombay vide its Order dated
 August 14, 2015 and the Hon''ble High Court of Judicature at Hyderabad
 vide its Order dated July 20, 2015, 1,16,99,962 equity shares of the
 Company were issued to the shareholders (other than the Company) of the
 erstwhile CMC Limited (CMC) on October 5, 2015, in the ratio of
 seventy nine (79) equity shares of Rs, 1 each of the Company, for every
 one hundred (100) equity shares of Rs, 10 each of CMC. As a result of
 this, the issued, subscribed and paid up capital of the Company has
 increased from Rs, 195.87 crores in FY 2014-15 to Rs, 197.04 crores in FY
 3.  Dividend
 Based on the Company''s performance, the directors are pleased to
 recommend for approval of the members a final dividend of Rs, 27 per
 share for the FY 2015-16 taking the total dividend to Rs, 43.50 per share
 (previous year Rs, 39 per share and special dividend of Rs, 40 per share).
 The final dividend on equity shares, if approved by the members would
 involve a cash outflow of Rs, 6,403.22 crores including dividend tax. The
 total dividend on equity shares including dividend tax for the FY
 2015-16 would aggregate Rs, 10,219.54 crores, resulting in a payout of
 44.66% of the unconsolidated profits of the Company.
 4.  Transfer to reserves
 The Company proposes to transfer Rs, 2,288.27 crores to the general
 reserve out of the amount available for appropriation and an amount of
 Rs, 47,247.98 crores is proposed to be retained in the profit and loss
 5.  Company''s performance
 On consolidated basis, revenue from operations for FY 2015-16 at Rs,
 1,08,646.21 crores was higher by 14.79% over last year (Rs, 94,648.41
 crores in FY 2014-15). Earnings before interest, tax, depreciation and
 amortization (EBITDA) was Rs, 30,589.79 crores registering a growth of
 24.95% over EBITDA of Rs, 24,481.71 crores in FY 2014-15. Profit after
 tax (PAT) for the year was Rs, 24,291.82 crores recording a growth of
 22.36% over the PAT of Rs, 19,852.18 crores of FY 2014-15.
 On unconsolidated basis, revenue from operations for FY 2015-16 at Rs,
 85,863.85 crores, was higher by 16.70% over last year (Rs, 73,578.06
 crores in FY 2014-15). EBITDA at Rs, 26,949.21 crores registered a growth
 of 28.16% over the EBITDA of Rs, 21,028.20 crores in FY 2014-15. PAT for
 the year was Rs, 22,882.70 crores registering a growth of 18.83% over the
 PAT of Rs, 19,256.96 crores in FY 2014-15.
 6.  Human resource development
 As every industry globally is being re-shaped by digital technologies,
 individuals are transforming themselves to stay relevant and succeed in
 a digital world. The focus of the Company has been to leverage digital
 re-imagination to drive growth and efficiency of business models,
 products and services, business processes as well as the workplace.
 This helps deliver a superior experience to every key stakeholder, viz.
 customers, employees, investors and the community.
 Successful delivery of digital initiatives is contingent on gaining new
 capabilities in multiple digital technologies that are evolving at a
 rapid pace. The Company invested in developing new digital learning
 delivery platforms and content creation. These quick adoptions of
 expanded learning architecture enabled the Company to successfully
 train more than 120,000 employees on digital technologies in FY
 2015-16. This new disruptive vision in learning and development has
 driven career growth of a large cross-section of the distributed as
 well as diverse workforce and helped them realize their potential.
 The Company hired and integrated 90,182 employees across the globe in
 FY 2015-16. This is the highest gross addition done by the Company
 during any year. Employees of erstwhile CMC Limited were welcomed into
 the global TCS family and assisted to integrate. A smooth transition
 and integration into TCS has been possible due to the Company''s
 well-established people processes, emphasis on personal connect and
 concerted effort by cross functional integration teams. The Company has
 353,843 employees representing 129 nationalities working across 55
 countries. On gender diversity, the Company is one of the largest
 employers of women in India, constituting 33.8% of the global workforce
 with a growing number in senior positions.
 The Company''s social collaborative platform  ''Knome'' continues to
 transform the way TCSers interact socially as well as professionally.
 As a progressive organization, workforce policies and benefits have
 been periodically reviewed for continued relevance to employees'' needs
 and to keep abreast of market practices.
 One of the flagship programmes of TCS, ''Purpose4Life'', saw an
 overwhelming participation from TCSers globally, contributing over
 600,000 hours of volunteering effort to make a positive impact in their
 communities. The Company''s Health and Safety Policy commits to
 providing a healthy and safe work environment to employees.  The
 ''Fit4life'' initiative, with an active participation of employees across
 the world, creates a culture of healthy lifestyles by building a
 fraternity of health and fitness-conscious employees. Safety of
 employees remains an important focus for the organization. ''Safety
 First'' initiative was launched last year and safety champions in
 various locations have run several programmes in order to advocate the
 importance of safety consciousness and awareness.
 Employee inputs from ''PULSE'', the Company''s annual global employee
 satisfaction and engagement survey, were analysed to gain necessary
 insight into the needs of the diverse workforce. This has helped the
 Company design required interventions to enhance the level of employee
 The Company continues its focus on employee retention. The Company''s
 performance-driven culture with a strong focus on employees'' career
 aspirations, rewards & recognition and total-welfare helped maintain a
 low attrition rate of 15.5% in FY 2015-16. Various engagement
 initiatives under ''Maitree'', employee welfare initiatives, healthcare &
 wellbeing benefits, stress management programmes, all add up to
 providing the employees with a complete career solution which creates a
 highly engaged place to work.
 The Company has been certified as the Global Top Employer by Top
 Employers Institute. It got rated as the No. 1 Top Employer in UK &
 Europe and recognized as a Top Employer in 24 countries during FY
 2015-16. This award is in recognition of the Company''s talent strategy,
 workforce planning, on-boarding, learning & development, performance
 management, leadership development, career & succession management,
 compensation & benefits as well as Company culture.
 7.  Quality initiatives
 The Company has sustained its commitment to the highest levels of
 quality, best-in-class service management, robust information security
 practices and mature business continuity processes that have
 collectively helped achieve significant milestones during the year.
 The Company continues to maintain enterprise-wide highest maturity
 Level 5 for CMMI-DEV (Development) version 1.3 and CMMI-SVC
 (Services) version 1.3. The Company continues to adhere to ISO
 certification enterprise-wide for ISO 20000:2011 (Service Management),
 ISO 27001:2013 (Security Management) and ISO 22301:2012 (Business
 Continuity Management) standards. The Company has also been recommended
 for certification against the latest ISO 9001:2015 (Quality Management)
 standard and is one of the early adopters of this new ISO standard
 which was released in September 2015. The Company is enterprise-wide
 certified for ISO 14001:2004 (Environmental Management) and BS OHSAS
 18001:2007 (Occupational Health and Safety Management) which
 demonstrates TCS'' strong commitment to the environment and the
 occupational health and safety of its employees and business partners.
 The Company also continues to maintain industry specific quality
 certifications viz., AS 9100 (Aerospace Industry), ISO 13485 (Medical
 Devices) and TL 9000 (Telecom Industry).  The foundation of these
 certifications is TCS'' integrated Quality Management System (iQMSTM), a
 process-driven and customer-centric system providing a ''One Global
 Service Standard''. iQMSTM is the backbone that supports TCS'' global
 network delivery model (GNDMTM). iQMSTM continues to be enhanced for
 emerging service lines and delivery methodologies. The Company further
 invests in frameworks to enable best practice sharing and continuous
 risk management.
 The Company has a strong mechanism for listening to the Voice of
 Customer through satisfaction surveys at Project level and Executive
 level. The feedback is analysed across multiple dimensions to drive
 improvement in Customer experience. The Company has significant focus
 on continuous improvements in Customer engagements as well as internal
 operations leveraging best-in-class methodologies. These initiatives
 have helped our teams proactively drive improvements and provide
 business value to our Customers.
 The Company continues to invest in Knowledge Management and
 collaboration practices and platforms to enable learning and sharing.
 At the annual ''Knowledge Management'' India summit, hosted by the
 Confederation of Indian Industries (CII) in February 2016, the Company
 was recognized as an Indian ''Most Admired Knowledge Enterprise'' (MAKE)
 Winner. The Company received the prestigious MAKE award for the 11th
 time in India as well as Asia. In the Global Independent Operating Unit
 (IOU) MAKE award category, the Company received the award for the 6th
 time in a row and was ranked first for the year 2015.
 8.  Subsidiary companies
 The Company has 61 subsidiaries as on March 31, 2016. There are no
 associate companies or joint venture companies within the meaning of
 section 2(6) of the Companies Act, 2013 (Act). There has been no
 material change in the nature of the business of the subsidiaries.
 Pursuant to provisions of section 129(3) of the Act, a statement
 containing salient features of the financial statements of the
 Company''s subsidiaries in Form AOC-1 is attached to the financial
 statements of the Company.
 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.
 During the year, the following subsidiaries were incorporated:
 a.  Tata Consultancy Services Saudi Arabia was incorporated on July 30,
 2015 in partnership with GE, with equity holding in the ratio of 76:24
 between Tata Consultancy Services Netherlands BV and GE. It is the
 first all-women business process and IT services centre in Riyadh,
 Kingdom of Saudi Arabia, and has achieved the milestone of employing
 1,000 highly skilled women, 85% of whom are local nationals, providing
 long term career opportunities to women in the region. This center
 provides services to several clients operating in multiple countries in
 the Middle East region.
 b.  Tata Consultancy Services Chile S.A. and TCS Inversiones Chile
 Limitada subscribed to 100% share capital of Technology Outsourcing
 S.A.C, an information technology service provider in Peru on October
 30, 2015.
 During the year, CMC was amalgamated with the Company pursuant to the
 Orders of the Hon''ble High Court of Judicature at Bombay and the
 Hon''ble High Court of Judicature at Hyderabad. Consequently, the entire
 business, assets, liabilities, duties and obligations of CMC were
 transferred to and vested in the Company with effect from the appointed
 date, i.e. April 1, 2015.
 9.  Directors'' responsibility statement
 Pursuant to section 134(5) of the Companies Act, 2013, the board of
 directors, to the best of their knowledge and ability, confirm that:
 i. in the preparation of the annual accounts, the applicable accounting
 standards have been followed and there are no material departures;
 ii. they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 iii. they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 iv.  they have prepared the annual accounts on a going concern basis;
 v. they have laid down internal financial controls to be followed by
 the Company and such internal financial controls are adequate and
 operating effectively;
 vi. they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 Based on the framework of internal financial controls and compliance
 systems established and maintained by the Company, work performed by
 the internal, statutory and secretarial auditors and external
 consultants, including audit of internal financial controls over
 financial reporting by the statutory auditors, and the reviews
 performed by management and the relevant board committees, including
 the audit committee, the board is of the opinion that the Company''s
 internal financial controls were adequate and effective during FY
 10.  Directors and key managerial personnel
 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 meets the
 criteria of independence as provided in section 149(6) of the Act and
 there has been no change in the circumstances which may affect their
 status as independent director during the year.
 Mr. Ishaat Hussain retires by rotation and being eligible has offered
 himself for re-appointment. If re-appointed, his term would be up to
 September 2, 2017, in accordance with the retirement age policy for
 directors of the Company.
 During the year, the non-executive directors of the Company had no
 pecuniary relationship or transactions with the Company, other than the
 sitting fees, commission and reimbursement of expenses incurred by them
 for the purpose of attending meetings of the Company.
 Pursuant to the provisions of section 203 of the Act, the key
 managerial personnel of the Company are - Mr. N. Chandrasekaran, Chief
 Executive Officer and Managing Director, Mr. Rajesh Gopinathan, Chief
 Financial Officer and Mr. Suprakash Mukhopadhyay, Company Secretary.
 There has been no change in the key managerial personnel during the
 11.  Number of meetings of the board
 Eight meetings of the board were held during the year. For details of
 the meetings of the board, please refer to the corporate governance
 report, which forms part of this report.
 12.  Board evaluation
 The board of directors has carried out an annual evaluation of its own
 performance, board committees and individual directors pursuant to the
 provisions of the Act and the corporate governance requirements as
 prescribed by Securities and Exchange Board of India (Listing
 Obligations and Disclosure Requirements), Regulations 2015 (SEBI
 Listing Regulations).
 The performance of the board was evaluated by the board after seeking
 inputs from all the directors on the basis of the criteria such as the
 board composition and structure, effectiveness of board processes,
 information and functioning, etc.
 The performance of the committees was evaluated by the board after
 seeking inputs from the committee members on the basis of the criteria
 such as the composition of committees, effectiveness of committee
 meetings, etc.
 The board and the nomination and remuneration committee reviewed the
 performance of the individual directors on the basis of the criteria
 such as the contribution of the individual director to the board and
 committee meetings like preparedness on the issues to be discussed,
 meaningful and constructive contribution and inputs in meetings, etc.
 In addition, the chairman was also evaluated on the key aspects of his
 In a separate meeting of independent directors, performance of
 non-independent directors, performance of the board as a whole and
 performance of the chairman was evaluated, taking into account the
 views of executive directors and non-executive directors. The same was
 discussed in the board meeting that followed the meeting of the
 independent directors, at which the performance of the board, its
 committees and individual directors was also discussed. Performance
 evaluation of independent directors was done by the entire board,
 excluding the independent director being evaluated.
 13.  Policy on directors'' appointment and remuneration and other
 The Company''s policy on directors'' appointment and remuneration and
 other matters provided in section 178(3) of the Act has been disclosed
 in the corporate governance report, which forms part of this report.
 14.  Internal financial control systems and their adequacy
 The details in respect of internal financial control and their adequacy
 are included in the management discussion & analysis, which forms part
 of this report.
 15.  Audit committee
 The details pertaining to composition of audit committee are included
 in the Corporate Governance Report, which forms part of this report.
 16.  Auditors
 Pursuant to the provisions of section 139 of the Act and the rules
 framed thereafter, Deloitte Haskins & Sells LLP, Chartered Accountants,
 were appointed as statutory auditors of the Company from the conclusion
 of the nineteenth annual general meeting (AGM) of the Company held on
 June 27, 2014 till the conclusion of the twenty second AGM to be held
 in the year 2017, subject to ratification of their appointment at every
 17.  Auditors'' report and secretarial auditors'' report
 The auditors'' report and secretarial auditors'' report does not contain
 any qualifications, reservations or adverse remarks. Report of the
 secretarial auditor is given as an annexure which forms part of this
 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. Major
 risks identified by the businesses and functions are systematically
 addressed through mitigating actions on a continuing basis.
 The development and implementation of risk management policy has been
 covered in the management discussion and analysis, which forms part of
 this report.
 19.  Particulars of loans, guarantees and investments
 The particulars of loans, guarantees and investments have been
 disclosed in the financial statements.
 20.  Transactions with related parties
 None of the transactions with related parties falls under the scope of
 section 188(1) of the Act. Information on transactions with related
 parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of
 the Companies (Accounts) Rules, 2014 are given in Annexure I in Form
 AOC-2 and the same forms part of this report.
 21.  Corporate social responsibility
 The brief outline of the corporate social responsibility (CSR) policy
 of the Company and the initiatives undertaken by the Company on CSR
 activities during the year are set out in Annexure II of this report in
 the format prescribed in the Companies (Corporate Social Responsibility
 Policy) Rules, 2014. For other details regarding the CSR Committee,
 please refer to the corporate governance report, which forms part of
 this report. The policy is available on the website of the Company
 22.  Extract of annual return
 As provided under section 92(3) of the Act, the extract of annual
 return is given in Annexure III in the prescribed Form MGT-9, which
 forms part of this report.
 23.  Particulars of employees
 The information required under section 197 of the Act read with rule
 5(1) of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 are given below:
 a.  The ratio of the remuneration of each director to the median
 remuneration of the employees of the Company for the financial year:
 Name of the directors                  Ratio to median
 Non-executive directors
 Mr. Cyrus Mistry                             -
 Mr. Aman Mehta                             41.22
 Mr. V. Thyagarajan                         28.67
 Prof. Clayton M. Christensen               22.40
 Dr. Ron Sommer                             30.47
 Dr. Vijay Kelkar                           24.19
 Mr. Ishaat Hussain                         31.36
 Mr. O. P. Bhatt                            25.09
 Mr. Phiroz Vandrevala                      11.65
 Executive directors
 Mr. N. Chandrasekaran                     459.84
 Ms. Aarthi Subramanian                     49.31
 b.  The percentage increase in remuneration of each director, chief
 executive officer, chief financial officer, company secretary in the
 financial year:
 Directors, Chief Executive 
 Officer, Chief Financial Officer and         % increase in
 Company Secretary                            remuneration
                                              in the financial year
 Mr. Cyrus Mistry                                    -
 Mr. Aman Mehta                                  (-) 8.00
 Mr. V. Thyagarajan                             (-) 13.51
 Prof. Clayton M. Christensen                   (-) 19.35
 Dr. Ron Sommer                                 (-) 10.53
 Dr. Vijay Kelkar                                (-) 3.57
 Mr. Ishaat Hussain                                   -
 Mr. O. P. Bhatt                                     3.70
 Mr. Phiroz Vandrevala                              30.00
 Mr. N. Chandrasekaran, Chief 
 Executive Officer and Managing 
 Director                                            20.56
 Ms. Aarthi Subramanian, Executive Director*           -
 Mr. Rajesh Gopinathan, Chief 
 Financial Officer                                   38.67
 Mr. Suprakash Mukhopadhyay, 
 Company Secretary                                   24.08
 * Ms. Aarthi Subramanian was appointed on March 12, 2015, therefore,
 increase in her remuneration not provided.
 c.  The percentage increase in the median remuneration of employees in
 the financial year: 9.20%
 d.  The number of permanent employees on the rolls of Company: 353,843
 e.  The explanation on the relationship between average increase in
 remuneration and Company performance:
 On an average, employees received an annual increase of 8% in India.
 Employees outside India received wage increase varying from 2% to 4%.
 The increase in remuneration is in line with the market trends in the
 respective countries. In order to ensure that remuneration reflects
 Company performance, the performance pay is also linked to organization
 performance, apart from an individual''s performance.
 f.  Comparison of the remuneration of the key managerial personnel
 against the performance of the Company:
 Aggregate remuneration of key managerial personnel 
 (KMP) in FY 16 (Rs,crores)                                  33.02
 Revenue (Rs, crores)                                    85,863.85
 Remuneration of KMPs (as a % of revenue)                     0.04
 Profit before Tax (PBT) (Rs, crores)                    29,116.64
 Remuneration of KMP (as a % of PBT)                          0.11
 g.  Variations in the market capitalization of the Company, price
 earnings ratio as at the closing date of the current financial year and
 previous financial year:
 Particulars             March 31, 2016     March 31, 2015      % Change
 Market Capitalization 
 ( Rs, crores)               495,769.52         498,897.81      (-) 0.63
 Price Earnings Ratio             21.67              25.13     (-) 13.77
 h. Percentage increase over decrease in the market quotations of the
 shares of the Company in comparison to the rate at which the Company
 came out with the last public offer:
 Particulars     March 31, 2016   August 19, 2004   August 
                                                    19, 2004   % Change*
                                            (IPO)   (IPO)*
                           Rs.          Rs.                  Rs.
 Market Price 
 (NSE)               2,520.30        850.00         212.50     1086.02
 Market Price 
 (BSE)               2,516.05        850.00         212.50     1084.02
 *Adjusted for 1:1 bonus issue in 2006 and 2009
 i. Average percentile increase already made in the salaries of
 employees other than the managerial personnel in the last financial
 year and its comparison with the percentile increase in the managerial
 remuneration and justification thereof and point out if there are any
 exceptional circumstances for increase in the managerial remuneration:
 The average annual increase was around 8%. However, during the course
 of the year, the total increase is approximately 12%, after accounting
 for promotions and increase in hiring salaries for trainees.
 Increase in the managerial remuneration for the year was 33.09%.
 j. Comparison of each remuneration of the key managerial personnel
 against the performance of the Company:
                  Mr. N. Chandra
                  sekaran,         Ms. Aarthi   Mr. Rajesh 
                                                Gopinathan,  Mr. Supra-
                  Chief Executive 
                  Officer          Subramanian, Chief 
                                                Officer      Mukhopadhyay,
                  and Managing 
                  Director         Executive 
                                   Director                  Company 
 in FY16            25.66            2.75         2.98        1.63
 (^crores)                               85,863.85
 as % of            0.030           0.003        0.003       0.002
 before Tax 
 (PBT)                                  29,116.64
 Remuneration       0.088           0.009        0.010       0.006
 (as % of PBT)
 Note: Please refer to the note given under Section III.B.vii.b on page
 no. 112 of the Corporate Governance Report.
 k.  The key parameters for any variable component of remuneration
 availed by the directors:
 The members have, at the AGM of the Company on June 27, 2014, approved
 payment of commission to the non-executive directors within the ceiling
 of 1% of the net profits of the Company as computed under the
 applicable provisions of the Act. The said commission is decided each
 year by the board of directors and distributed amongst the
 non-executive directors based on their attendance and contribution at
 the board and certain committee meetings, as well as the time spent on
 operational matters other than at meetings.
 l. The ratio of the remuneration of the highest paid director to that
 of the employees who are not directors but receive remuneration in
 excess of the highest paid director during the year:
 m.  Affirmation that the remuneration is as per the remuneration policy
 of the Company:
 The Company affirms remuneration is as per the remuneration policy of
 the Company.
 n. The statement containing particulars of employees as required under
 section 197(12) of the Act read with Rule 5(2) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
 provided in a separate annexure forming part of this report. Further,
 the report and the accounts are being sent to the members excluding the
 aforesaid annexure. In terms of section 136 of the Act, the said
 annexure is open for inspection at the Registered Office of the
 Company. Any shareholder interested in obtaining a copy of the same may
 write to the Company Secretary.
 24.  Disclosure requirements
 As per SEBI Listing Regulations, corporate governance report with
 auditors'' certificate thereon and 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 forms part of this annual report.
 25.  Deposits from public
 The Company has not accepted any deposits from public and as such, no
 amount on account of principal or interest on deposits from public was
 outstanding as on the date of the balance sheet.
 27. Acknowledgement
 The directors thank the Company''s employees, customers, vendors,
 investors and academic institutions for their continuous support.
 The directors also thank the governments of various countries,
 Government of India, governments of various states in India and
 concerned government departments / agencies for their co-operation.
 The directors appreciate and value the contributions made by every
 member of the TCS family.
                                On behalf of the board of directors
                                                       Cyrus Mistry
 Mumbai , April 18, 2016                                   Chairman
Source : Dion Global Solutions Limited
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