The Directors submit the Annual Report of the Company along with the
 audited statement of accounts for the financial year ended March 31,
 2011.
 
 1.  Financial Results
 
                                                      (Rs. crores)
 
                           Unconsolidated            Consolidated
 
                      2010 - 2011  2009 - 2010  2010 - 2011  2009 - 2010
 
 (i) Income from Sales
 and Services           29,275.41    23,044.45   37,324.51   30,028.92
 
 (ii) Other Income (net)   494.73       177.60      604.00      272.07
 
 (iii) Total Income     29,770.14    23,222.05   37,928.51   30,300.99
 
 (iv) Operating 
 Expenditure            20,511.88    16,372.78   26,146.15   21,334.37
 
 (v) Profit before 
 Interest, Depreciation 
 and Tax                 9,258.26     6,849.27   11,782.36    8,966.62
 
 (vi) Interest              20.01         9.54       26.48       16.10
 
 (vii) Depreciation and 
 Amortisation              537.82       469.35      735.26      660.89
 
 (viii) Profit before 
 Taxes                   8,700.43     6,370.38   11,020.62    8,289.63
 
 (ix) Provision for Taxes1,130.44       751.87    1,830.83    1,196.97 
 
 (x) Minority Interest 
 and Share of Loss of
 Associates                   -           -         121.75       92.02
 
 (xi) Net Profit for 
 the Year                7,569.99     5,618.51    9,068.04    7,000.64
 
 (xii) Balance Brought 
 Forward from Previous 
 Year                   10,458.13     9,990.41   13,604.84   11,835.03
 
 (xiii) Amount Available 
 for Appropriation      18,028.12    15,608.92   22,672.88   18,835.67
 
 Appropriations
 
 (a) Interim Dividends 
 on Equity Shares        1,174.32     1,174.32    1,174.32    1,174.32
 
 (b) Proposed Final 
 Dividend on Equity 
 Shares                  1,565.78       782.89    1,565.78      782.89
 
 (c) Proposed Special 
 Dividend on Equity Shares   -        1,957.22      -         1,957.22
 
 (d) Proposed Total 
 Dividend on Equity 
 Shares                  2,740.10     3,914.43    2,740.10    3,914.43
 
 (e) Proposed Dividend 
 on Redeemable Preference
 Shares                     11.00        17.00       11.00       17.00
 
 (f) Tax on Dividends      450.82       657.51      459.15      663.18
 
 (g) General Reserve       757.00       561.85      827.58      636.22
 
 (h) Balance carried to 
 Balance Sheet          14,069.20    10,458.13   18,635.05   13,604.84
 
                                       (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
 for the year 2010-11 taking the total dividend to Rs. 14 per share
 (previous year Rs. 10 per share excluding special dividend of Rs. 10 per
 share) on the capital of 195,72,20,996 Equity Shares of Rs. 1 each. The
 final dividend on the Equity Shares, if approved by the members would
 involve a cash outflow of Rs. 1,819.78 crores including dividend tax. The
 total cash outflow on account of dividend including dividend tax for
 the year 2010-11 including interim dividends already paid, would
 aggregate Rs. 3,189.14 crores resulting in a payout of 42.13% of the
 unconsolidated profits of the Company.
 
 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 Eleven paise (Rs.
 0.11) per share on 100,00,00,000 Redeemable Preference Shares of Rs. 1
 each for the financial year 2010-11.
 
 3.  Transfer to Reserves
 
 The Company proposes to transfer Rs. 757.00 crores to the General Reserve
 out of the amount available for appropriations and an amount of Rs.
 14,069.20 crores is proposed to be retained in the Profit and Loss
 Account.
 
 4.  Companys Performance
 
 Financial Year 2010-11 marked a strong resurgence in volume and demand
 growth post the financial crisis.  This growth was led by developed
 markets of the United States and Europe with strong contributions from
 Asia Pacific, Middle East and Africa and was secular across all
 industries and markets. The second half of the year also witnessed an
 uptick in pricing for the first time since September 2008. The Company
 has registered a strong broad based sequential growth across all key
 markets and customer segments.
 
 On consolidated basis for the year 2010-11, revenues at Rs. 37,324.51
 crores were higher by 24.30% over the previous years revenues of Rs.
 30,028.92 crores. Operating profit (profit before taxes excluding other
 income) at Rs. 10,416.62 crores was higher by 29.92% over the previous
 years operating profit of Rs. 8,017.56 crores.  Net profit for the year
 at Rs. 9,068.04 crores was higher by 29.53% over the previous years net
 profit of Rs. 7,000.64 crores.
 
 On unconsolidated basis, revenues at Rs. 29,275.41 crores for the year
 2010-11 were higher by 27.04% over the previous years revenues of Rs.
 23,044.45 crores. Operating profit (profit before taxes excluding other
 income) at Rs. 8,205.70 crores was up 32.50% from the previous years
 operating profit of Rs. 6,192.78 crores. Net profit for the year at Rs.
 7,569.99 crores was higher by 34.73% than the previous years net
 profit of Rs. 5,618.51 crores.
 
 5.  International Credit Rating
 
 The Company continues to have 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 to the Company its
 BBB positive corporate credit rating with outlook as stable.
 
 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 Acquisitions and Alliances
 
 The strategic acquisitions and alliances during the year were as
 follows –
 
 (i) MahaOnline Limited:
 
 The Company has entered into an Agreement with the Government of
 Maharashtra pursuant to which a new subsidiary company, MahaOnline
 Limited (MahaOnline) has been setup on July 28, 2010 with equity
 participation from TCS and Government of Maharashtra. MahaOnline
 provides online internet-based citizen services to the residents in
 Maharashtra. This citizen service portal is integrated with DigiGov – a
 state-of-the-art e-Governance solution developed by TCS.
 
 (ii) Diligenta 2 Limited (formerly known as Unisys Insurance Services
 Limited):
 
 On August 31, 2010, Diligenta Limited, a majority owned subsidiary,
 acquired the entire share capital of Unisys Insurance Services Limited
 (UISL), which provides life and pensions services to its clients in the
 UK.  On this acquisition UISL was renamed as Diligenta 2 Limited. This
 has secured Diligentas position as a leading service provider in the
 UKs life and pensions BPO market. The number of policies now
 administered by Diligenta has risen from 3.6 million to over 5 million.
 
 (iii) MS CJV Investments Corporation:
 
 On October 4, 2010, Tata America International Corporation – a wholly
 owned subsidiary, acquired 100% share capital of MS CJV Investments
 Corporation. Consequently, the group holding in Tata Consultancy
 Services (China) Co., Ltd. has increased from 65.94% to 74.63%.
 
 (iv) Retail FullServe Limited (formerly known as SUPERVALU Services
 India Private Limited):
 
 On October 8, 2010, the Company acquired 100% equity share capital of
 SUPERVALU Services India Private Limited from SUPERVALU Inc., one of
 the largest grocery retailers in North America.  Retail FullServe
 Limited specialises in providing complete IT and IT-enabled services to
 the Retail industry.  TCS has signed a multi-year agreement with
 SUPERVALU Inc. for full services engagement. This acquisition has
 strengthened the retail industry segment of the Company through
 integration of IT, IT infrastructure and BPO services of Retail
 FullServe Limited.
 
 7.  Human Resource Development
 
 TCS is the largest private sector employer in India with total employee
 strength of 1,98,614 including its subsidiaries as at March 31, 2011.
 
 A robust manpower planning process ensures that all steps from business
 requirements to sourcing and staffing are seamlessly aligned. Our
 distinct people integration model, not only ensures faster
 time-to-productivity, but it also integrates culturally diverse
 professionals into the organisation by fostering a behaviour based on a
 shared set of common values. This enabled the organisation to
 assimilate a gross addition of 69,685 employees (including
 subsidiaries).
 
 The strategic initiatives for talent development through learning and
 development programs and experiential learning ensured that the Company
 had right competencies in its workforce to meet the business demand.
 High utilisation rates were sustained throughout the year, 83.10%
 excluding trainees and 76.20% including trainees as at March 31, 2011,
 helping to deliver better financial results.
 
 Continued focus on talent engagement, competency development, role and
 career progression and benchmarked compensation and benefits for our
 employees helped the Company to attract and retain the best talent
 across the globe as well as build a pipeline of leaders to meet its
 future requirements. The Company has been successful in building a
 performance oriented culture with high levels of engagement and
 empowerment in an environment of teamwork.
 
 A well defined process to review its HR policies and processes ensured
 that the Company complied with the regulatory requirements of the
 countries where it operates. The strategy to have a diverse workforce
 catering to its global business requirements saw a gross addition of
 7,593 employees outside India (including subsidiaries) taking the count
 of non-Indian nationals (including subsidiaries) to 13,665 from 99
 nationalities. The percentage of women working for the Company is
 30.30%.
 
 8.  Quality Initiatives
 
 TCS has been assessed enterprise-wide, at the highest maturity Level 5
 of the Capability Maturity Model Integration® for CMMI®-DEV
 (Development) and CMMI®-SVC (Services) models. With this achievement,
 TCS has set a new benchmark as the first publicly stated recipient to
 achieve a multiple simultaneous appraisal against two constellations of
 the CMMI® model. TCS 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 was recommended for continuation of its enterprise-wide
 certification for 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) thus further reinforcing the industry
 domain focus within the organisation.
 
 TCS was certified enterprise-wide for ISO 14001:2004 (Environmental
 Management) and OHSAS 18001:2007 (Occupational Health and Safety
 Management) certifications. 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.
 
 The above certifications reaffirm TCS commitment to achieve the
 highest standards of quality while focusing on constantly improving
 quality and processes in a dynamic environment. 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 which 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
 
 In keeping with the Tata tradition of giving back to the society,
 Corporate Sustainability (CS) lies at the heart of TCS corporate
 culture. The guiding principle of TCS CS programmes is Impact through
 Empowerment where empowerment is a process of strengthening the future
 today so that risk is minimised, value created and certainty
 experienced. TCS focuses on empowering the community, especially
 through work with youth, women and children. Affirmative action
 directed to less privileged communities is one of the highlight of TCS
 activities under CS.
 
 Education, Health and Environment are the core themes for TCS CS
 programs. Over 6,600 TCS volunteers and families provided education and
 skills development to 10,225 children and partnered with 65 institutes
 in China, Ecuador, India, South Africa and UK. Over 4,000 villagers
 across Delhi, Maharashtra, Orissa and Tamil Nadu were benefited through
 rural development initiatives.
 
 Major CS Initiatives through Information Technology (IT)
 
 o Med Mantra: An integrated Hospital Management System along with the
 necessary IT infrastructure including a comprehensive and fully
 integrated, web-based solution, Med Mantra has been implemented free
 of cost for the Cancer Institute at Chennai.
 
 o Computer based Functional Literacy programme: TCS Computer based
 Functional Literacy programme that was first launched in the year 2000,
 has by now made around 1,50,000 persons literate. TCS is partnering the
 National Literacy Mission Authority to spread literacy under the
 Saakshar Bharat programme.
 
 International CS initiatives
 
 o North America: During the year, TCS North America has made donations
 in excess of 0,000 for a variety of causes to organisations like the
 American Cancer Society, Habitat for Humanity, Juvenile Diabetes
 Research Foundation, Toys R Us Childrens Fund, and the National
 Underground Railroad Freedom Center.  Approximately 10% of the
 associates participated in the various initiatives across North America
 throughout the year.
 
 TCS goIT program that has spread to 12 schools over 2 years,
 encourages local students to engage in computer science education and a
 career path through in-school workshops and a summer robotics camp
 hosted at the TCS Seven Hills Park campus in Ohio. This program has
 received several community and government awards including the 2010
 Investing in People Award by the Workforce One Investment Board of
 Southwest Ohio.
 
 o UK and Ireland: TCS is working with the UK Government Department for
 International Development to deploy its capabilities in development
 activities. TCS UK and Ireland donated around £200,000 during the year
 for influencing change in the marketplace, workplace and environment as
 well as supporting more than 200 charities in the areas of health and
 education.
 
 Over the past 3 years, TCS has been working with the UK Government
 Department for Education and the British Council to develop 300 Global
 Fellows, who act as ambassadors to 3,000 UK secondary schools.
 Furthermore, TCS partners the Wings of Hope scheme to help UK
 students develop business skills and gain an understanding of education
 in India and Malawi. In addition, TCS has developed an IT entrepreneur
 scheme with the local authority for Carlow University, Ireland.
 
 o Europe: Activities to spread awareness and raise funds for treatment
 of multiple sclerosis and breast cancer were carried out across Europe
 during the year. For contributing to the Haiti earthquake relief fund,
 TCS employees in Switzerland collaborated with the client of Swiss Re.
 TCS Belgium employees engaged in Discover Your Talent along with 6
 other companies to create employability for immigrant children.
 
 o China: As part of Operation Smile, TCS China participated in a
 charity auction and donated RMB 26,000 to help needy cleft lip and
 palate children to undergo surgery.
 
 o Australia: Following the 2011 floods in Queensland, TCS initiated a
 collection drive to contribute
 
 AUD ,000 towards the Queensland Flood Disaster Fund.  o Chile:
 Subsequent to the earthquake in Chile in February 2010, TCS donated 5
 desalination plants and 2,000 water purifiers worth around one million
 US Dollars.
 
 Significant Recognition for CS Activities
 
 o Commendation certificate for Significant Achievement in CII-ITC
 Sustainability Awards 2010
 
 o TCS included in Dow Jones Sustainability World Index 2010 as one of
 the three Indian companies
 
 10.  Awards/Recognitions
 
 o TCS rated Level A+ for its Sustainability Report by Global Reporting
 Initiative
 
 o TCS wins Certificate of Commendation for Significant Achievement for
 Large Businesses at CII-ITC Sustainability Awards 2010
 
 o DataQuest Best Employer Award in India
 
 o Top Employer ICT Netherlands with certification for Excellence in
 Human Resources practices and 5 stars (highest in the industry) in
 three categories
 
 o Britains Top Employers for 2011 by the CRF Institute (formerly known
 as Corporate Research Foundation)
 
 o Recruiting and Staffing Best in Class Awards (RASBIC) in four
 categories for the fourth year in a row
 
 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 2010-11, 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 Companies Act, 1956.
 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 55 subsidiaries at the beginning of the year.
 
 Five subsidiaries namely, MahaOnline Limited, Diligenta 2 Limited, MS
 CJV Investments Corporation, Retail FullServe Limited and CMC eBiz Inc.
 were set up/acquired during the year.
 
 The following subsidiaries were merged during the year with other
 subsidiaries of the Company:
 
 o Exegenix Research Inc. and ERI Holdings Corp. were merged with Tata
 Consultancy Services Canada Inc.
 
 o Custodia De Documentos Interes Limitada, Syscrom SA and Tata
 Consultancy Services Chile SA were merged with Tata Consultancy
 Services BPO Chile SA and subsequently the name of the merged entity
 was changed to Tata Consultancy Services Chile SA.
 
 Financial Network Services (H.K.) Limited was liquidated and
 de-registered during the year.
 
 Consequently, the total number of subsidiaries as on March 31, 2011 is
 54.
 
 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 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 Companies Act, 1956 (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, Profit and Loss
 Account 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, 2011 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 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
 
 Platform based BPO is one of the Companys strategic initiatives to
 drive non-linear growth in the future.  Diligenta Limited, the
 Companys subsidiary in the United Kingdom addresses the life and
 pension business segment by providing BPO services using the BaNCS
 platform built by the Company and remains one of the key components of
 this strategy. Mr. Phiroz Vandrevala has taken over as the Managing
 Director and Vice Chairman of Diligenta Limited to drive this business
 and its execution globally. Pursuant to his appointment in Diligenta
 Limited, he has ceased to be an Executive Director of the Company. The
 Company will continue to avail the services of Mr. Vandrevala as a
 Director on the Board of the Company in Non-Executive, Non-Independent
 capacity with effect from May 13, 2011. As per the provisions of
 Section 260 of the Companies Act, 1956, (Act), Mr. Vandrevala holds
 office up to the date of the forthcoming Annual General Meeting of the
 Company.  The Company has received notice in writing from a member
 under Section 257 of the Act, in respect of Mr. Vandrevala proposing
 his appointment as a Director of the Company.
 
 Mr. Aman Mehta, Mr. V Thyagarajan and Mr. S. Mahalingam, Directors,
 retire by rotation and being eligible have offered themselves for
 re-appointment.
 
 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 upto the conclusion of the forthcoming Annual
 General Meeting and are eligible for re-appointment.
 
 17.  Particulars of employees
 
 The information required under Section 217(2A) of the Companies Act,
 1956 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 Governments 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 20, 2011                                         Chairman