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, 2018. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required.
1. Financial results
||Financial Year 2017-18 (FY18)
||Financial Year 2016-17 (FY17)
||Financial Year 2017-18 (FY18)
||Financial Year 2016-17 (FY17)
|Revenue from operations
|Other income (net)
|Depreciation and amortization expense
|Profit before finance cost and tax
|Profit before tax (PBT)
|Profit for the year
|Shareholders of the Company
|Opening balance of retained earnings
|Adjustment with other equity
|Buy-back of equity shares
|Amount available for appropriation
|Dividend on equity shares (excluding tax)
|Tax on dividends
|Capital redemption reserve
|Special Economic Zone re-investment reserve
|Closing balance of retained earnings
2. Issue of Bonus Shares
Considering the financial position, the Board of Directors at its meeting held on April
19, 2018, recommended issue of Bonus Shares, subject to approval of Members, in the ratio
of one new Equity Share of the Company of Rs.1 each, as fully paid-up, for every one
existing Equity Share of the Company. The Bonus Shares will be issued, by capitalizing a
part of its retained earnings, to those persons who are Members as on the record date.
3. Buyback of Equity Shares
5,61,40,350 equity shares were bought back during the year, at a price of Rs.2,850 per
Equity Share for an aggregate consideration of Rs.16,000 crore. The Offer Size of the
Buyback was 21.89% of the aggregate paid-up equity share capital and free reserves of the
Company, and represented 2.85% of the total issued and paid-up equity share capital of the
Company. The buyback process was completed and the shares were extinguished on June 7,
Based on the Company's performance, the Directors are pleased to recommend for approval
of the members a final dividend of Rs.29 per share for FY18 taking the total dividend to
Rs.50 per share (previous year Rs.47 per share).
The final dividend on equity shares, if approved by the members, would involve a cash
outflow of Rs.6,693 crore, including dividend tax. The total dividend on equity shares
including dividend tax for FY18 would aggregate Rs.11,377 crore, resulting in a
payout of 45.07% of the unconsolidated profits of the Company.
5. Transfer to reserves
The Directors have decided to retain the entire amount of Rs.74,080 crore in the
6. Company's performance
On a consolidated basis, the revenue from operations for FY18 at Rs.1,23,104 crore was
higher by 4.40% over the previous year (Rs.1,17,966 crore in FY17). The profit after tax
attributable to shareholders and non-controlling interests was Rs.25,880 crore (Rs.26,357
crore in FY17). The profit after tax attributable to shareholders was Rs.25,826 crore (
Rs. 26,289 crore in FY17). On an unconsolidated basis, the revenue from operations for
FY18 was at Rs.97,356 crore (Rs.92,693 crore in FY17).
The profit for the year was Rs.25,241 crore (Rs.23,653 crore in FY17).
7. Human resource development
Recognising the imperatives of Business 4.0 era, the Company is investing heavily in
transforming the workforce at scale, even while simplifying processes and making them more
agile to cater to the needs of a predominantly millennial workforce. In FY18, the Company
hired globally, leveraging a completely digitised hiring and onboarding process that
harnesses next generation technologies. TCS' workforce of 3,94,998 is dynamic and diverse,
with 35.3% women, from 131 nationalities and over 85% belonging to Gen Y. The
Company is using digital technologies to gain intelligent insights while designing HR
strategies to keep the young workforce engaged and motivated. The Company continuously
explores new approaches to learning and development to keep the workforce relevant in an
evolving technology landscape. In addition, the Company continues to invest in leadership
development programs at all levels to sustain the Company's growth, while staying true to
the core values which underpin TCS' success over the last five decades.
The Company's culture promotes an environment that is transparent, flexible, fulfilling
and purposeful. A host of customised initiatives based on a deep understanding of
individual needs and aspirations, backed by the power of data sciences, have helped create
an engaging workplace that enables individuals to realise their potential.
The Company is driven by passionate and highly engaged workforce. This is evident from
the fact that the Company continues to remain the industry benchmark for talent retention.
Attrition in FY18 was at 11% for IT Services and 11.8% on an overall basis.
8. Quality initiatives
The Company continues its commitment to the highest levels of quality, superior service
management, robust information security practices and mature business continuity
management. In FY18, the Company retained its 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). In addition, the Company was certified under the new ISO Standard for
Business Process Outsourcing (ISO 30105:2016). The Company's strong commitment to the
environment and occupational health and safety of its employees and business partners is
demonstrated through its enterprise-wide Environmental Management (ISO 14001:2004)
and Occupational Health and Safety Management (BS OHSAS 18001:2007) certifications. The
Company also maintains domain-specific quality certifications including AS 9100
(Aerospace), TL 9000 (Telecom) and ISO 13485 (Medical Devices).
The Company's 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 is committed to transforming
itself into an agile enterprise. Towards this, it invests in developing its agile
workforce, creating agile offerings, moving into agile workspaces and transforming its
customer relationships into agile partnerships.
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 eighth time and in the Asian and Indian categories for the thirteenth time.
Customer-centricity, rigor in operations, and focus on delivery excellence have resulted
in consistent improvements in customer satisfaction levels recorded in the periodic
surveys conducted by the Company. This is validated by top rankings in third-party surveys
9. Subsidiary companies
The Company has 50 subsidiaries as on March 31, 2018 (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 Companies Act, 2013 ("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 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 financial statements in
respect of subsidiaries, are available on the website of the Company.
Restructuring of following subsidiaries in Europe was completed during the year: a.
Alti Switzerland S.A. merged with Tata Consultancy Services Switzerland Ltd effective
March 29, 2018. b. Alti NV merged with Tata Consultancy Services Belgium (formerly known
as Tata Consultancy Services Belgium S.A.) effective March 30, 2018. c. Tata Consultancy
Services France S.A.S., Alti HR S.A.S., Alti Infrastructures Systemes & Reseaux S.A.S.
and TESCOM (France) Software Systems Testing S.A.R.L. merged with Alti S.A., effective
March 31, 2018. d. Teamlink, a wholly owned subsidiary of Alti NV, was liquidated
effective January 31, 2018. e. Planaxis Technologies Inc., a wholly owned subsidiary of
Alti S.A. was liquidated effective March 31, 2018. The name of Alti S.A. was changed to
Tata Consultancy Services France SA effective March 31, 2018. 10. Directors'
responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to
the best of its knowledge and ability, confirm that: i. in the preparation of the annual
accounts, the applicable accounting standards have been followed and there are no material
departures; ii. they have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period; iii. they have taken proper and sufficient care
for the maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities; iv. they have prepared the annual accounts on a going concern
basis; v. they have laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively; vi. they have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY18.
11. Directors and key managerial personnel
Dr. Vijay Kelkar, Independent Director and Mr. Ishaat Hussain, Non-Executive Director
retired with effect from May 14, 2017 and September 3, 2017, respectively, in
accordance with the retirement age policy for Directors. The Board places on record its
appreciation for their invaluable contribution and guidance provided by them. Ms. Aarthi
Subramanian relinquished the office of Executive Director for taking up leadership role as
Group Chief Digital Officer at Tata Sons Limited and was appointed as Additional Director
in non-executive capacity with effect from August 17, 2017. Dr. Pradeep Kumar
Khosla was appointed as an Additional and Independent Director with effect from January
11, 2018. Mr. N. Chandrasekaran, retires by rotation and being eligible, offered himself
Pursuant to the provisions of Section 149 of the Act, Mr. Aman Mehta, Mr. V.
Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Mr. O. P. Bhatt and Dr. Pradeep
Kumar Khosla are Independent Directors of the Company. They have submitted a declaration
that each of them meet the criteria of independence as provided in Section 149(6) of the
Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the
circumstances affecting 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
The Board appointed Mr. Rajendra Moholkar as the Company Secretary and Compliance
Officer, to take over from Mr. Suprakash Mukhopadhyay with effect from April 24, 2017. The
Board places on record its appreciation for the outstanding contribution of Mr. Suprakash
Mukhopadhyay as Global Treasury Head and Company Secretary. Pursuant to the provisions of
Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,
2018 are: Mr. Rajesh Gopinathan, Chief Executive Officer and Managing Director, Mr. N.
Ganapathy Subramaniam, Chief Operating Officer and Executive Director, Mr. Ramakrishnan
V., Chief Financial Officer and Mr. Rajendra Moholkar, Company Secretary. During the year,
Ms. Aarthi Subramanian ceased to be a Key Managerial Personnel of the Company with effect
from August 17, 2017.
12. Number of meetings of the Board
Six meetings of the Board were held during the year. For details of meetings of the
Board, please refer to the Corporate Governance Report, which is a part of this report.
13. 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, SEBI
Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 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.
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.
In a separate meeting of independent directors, performance of non-independent
directors, the Chairman of the Company and the board as a whole was evaluated, taking into
account the views of executive directors and non-executive directors.
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 the
board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, 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.
14. Policy on directors' appointment and remuneration and other details
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 is a part of this report.
15. Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis, which is a part of this report.
16. Audit committee
The details pertaining to the composition of the audit committee are included in the
Corporate Governance Report, which is a part of this report.
Pursuant to the provisions of Section 139 of the Act read with 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), were appointed as statutory auditors
from the conclusion of the twenty-second Annual General Meeting (AGM) held on June 16,
2017 till the conclusion of the twenty-seventh AGM of the Company in 2022, subject to the
ratification of their appointment at every AGM, if required under law. Accordingly,
necessary resolution for ratification of appointment of auditors is included in the Notice
for this AGM.
18. Auditor's report and secretarial audit report
The auditor's report and the secretarial audit report do not contain any
qualifications, reservations, or adverse remarks. Secretarial audit report is attached to
19. 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 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.
20. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been disclosed in the
financial statements. 21. Transactions with related parties
None of the transactions with related parties fall under the scope of Section 188(1) of
the Act. The 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 No. AOC-2 and the same forms part of this report.
22. 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 is a
part of this report. The policy is available on https://www.tcs.com/investors.
23. Extract of annual return
As per the requirements of Section 92(3) of the Act, the extract of the annual return
is given in Annexure III in the prescribed Form No. MGT-9, which is a part of this
24. Particulars of employees
The information required under Section 197 of the Act read with Rule 5 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 and percentage increase in remuneration of each Director, Chief Executive
Officer, Chief Financial Officer and Company Secretary in the financial year:
||Ratio to median remuneration
||% increase in remuneration in the financial year
|Mr. N. Chandrasekaran
|Mr. Aman Mehta
|Mr. V. Thyagarajan
|Prof. Clayton M. Christensen
|Dr. Ron Sommer
|Dr. Vijay Kelkar*
|Mr. Ishaat Hussain**
|Mr. O. P. Bhatt
|Ms. Aarthi Subramanian***
|Dr. Pradeep Kumar Khosla****
|Mr. Rajesh Gopinathan
|Mr. N. Ganapathy Subramaniam
|Chief Financial Officer
|Mr. Ramakrishnan V.
|Mr. Suprakash Mukhopadhyay @
|Mr. Rajendra Moholkar @@
* Retired as Independent Director w.e.f. May 14, 2017 in accordance with the retirement
age policy for Directors.
** Retired as Director w.e.f. September 3, 2017 in accordance with the retirement age
policy for Directors.
*** Relinquished the office of Executive Director and appointed as an Additional
Director in non-executive capacity w.e.f. August 17, 2017. The remuneration is for part of
the year and is not comparable and hence, not stated.
**** Appointed as an Additional and Independent Director w.e.f. January 11, 2018.
@ Relinquished the office of Company Secretary and Compliance Officer w.e.f. April 24,
@@ Appointed as Company Secretary and Compliance Officer w.e.f. April 24, 2017.
^ Since the remuneration is only for part of the year, the ratio of their remuneration
to median remuneration and % increase in remuneration is not comparable and hence, not
^^ Remuneration received in FY18 is not comparable with remuneration received in FY17
owing to change in role/designation and hence, not stated. b. The percentage increase in
the median remuneration of employees in the financial year: 0.57%, reflecting an
improvement in the overall employee pyramid. c. The number of permanent employees on the
rolls of Company: 3,94,998.
d. 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 5-6% in India. However, during the course of the year,
the total increase is approximately 7%, after accounting for promotions and other
event based compensation revisions. Employees outside India received a wage increase
varying from 2% to 5%. Increase in the managerial remuneration for FY18 is not comparable
with FY17 owing to change in role/designation and hence, not stated.
e. Affirmation that the remuneration is as per the remuneration policy of the
The Company affirms that the remuneration is as per the remuneration policy of the
f. 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.
25. 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 forms
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 is uploaded on the Company's website.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
26. Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
27. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Conservation of energy:
Retaining the momentum on our energy and carbon management programs, the Company
achieved its 2020 target to reduce the specific carbon footprint by 50%, in FY18 2
years ahead of the timeline. Green buildings, efficient operations, green IT and the use
of renewable energy have been the key enablers in our journey of carbon and energy
performance improvement. As the Company grows, it would add more green buildings to its
The TCS Remote Energy Management and Control program witnessed rapid scaling up and
achieved further maturity during the year. Internet of Things (IoT) platform was leveraged
to acquire asset (chillers, air handling units, etc.) level data and analysed to improve
asset efficiency and operations. Renewable energy used in the Company's offices increased
to 8.5% as compared to 7.3% in the last year. During the year, Company added 2.05 MW of
solar rooftop system across four locations, taking the total installed capacity to 3.55
MW. On data center power management, Company successfully reduced the Power Utilization
Efficiency (PUE) of 13 data centers to the target of 1.7. The average PUE across 23
key data centers is at 1.7. These initiatives collectively resulted in the Company's
energy consumption reducing by 4.5% over the prior year, on a per FTE basis.
Technology absorption, adaption and innovation:
The Company continues to adopt and use the latest technologies to improve the
productivity and quality of its services and products. The Company's operations do not
require significant import of technology.
Research and Development (R&D): Specific areas in which R&D was carried out by
TCS Research and Innovation (R&I) activities and outcomes were aligned to the
Company's focus areas (personalization, new value creation models, ecosystems leverage, a
mindset to embrace risk and abundance) enabled by technologies and appropriate processes
(Intelligence, Agility, Cloud and Automation). Teams in Research, Incubation, Innovation
and the Co-Innovation Network, have worked on the Ideas to Execution' process, and
delivered value to business and to social causes as well.
Some examples of such work are presented here.
The Conversational Systems that emerged from the Company's research enabled mass
personalisation for its associates. For instance, the chatbot created for HR answers
queries from associates on leave policies; several bots enable personalisation in Fresco -
our collaboration platform. Many research programs have enabled a step change in processes
creating exponential value for customers.
The Physical Sciences research team was effective in building a "Digital
Twin" for thermal plants; Using the rich data such plants already have, creating
models and simulation technologies, our research enabled lowering risk in plant functions,
increasing agility and creating savings. The research team worked closely with the retail
business unit to build a dynamic pricing model for retailers, taking into account millions
of Stock Keeping Units (SKUs), demand patterns and competitive pricing by e-commerce
channels. This enabled to help retail customers cut costs and also forecast sales with
accuracy. The TCS Connected Universe Platform team along with the engineering and
manufacturing business units won prestigious engagements. The drones program created
interest across business units and several projects are in progress.
Organisations today need intelligent and automated tools to manage risk. Automated
Compliance to identify regulatory changes, data privacy with fine-grained consent
management and lightweight encryption research projects made progress. The TCS Blockchain
solution has been integrated with the TCS BaNCS platform.
TCS MasterCraft Tools team launched a General Data Protection Regulations (GDPR)
Compliant edition as part of its MasterCraft Data Plus suite. The TCS MasterCraft trial
version was tried by over 1,000 customers in the last 6 months. MasterCraft added 30 new
customers this year.
The Company leveraged both the Academic Research Ecosystem and the Emerging Tech
ecosystem for collaborative research as part of its Co-Innovation (TCS COINTM)
Program. Your Company has comprehensive Memorandum of
Understanding (MoU) for joint research projects with the Indian Institute of Science
Bangalore, all five of the older IITs, and Indian Statistical Institute, Kolkata. There
are focused projects also with other leading academic research institutes in India. The
Company's R&I continues its collaboration with leading universities in North America,
Europe and Asia Pacific in a number of areas including genomics, materials, digital
manufacture, data analytics, cyber security, smart cities, intelligent infrastructure and
digital health. The Company also leveraged its internal ecosystem - the problem solving
capability of its associates. Innovation events such as ideathons and hackathons happened
every week. These put forth customer problems; associates offered ideas and created
prototypes to solve them. The response to these events was overwhelming. Internal teams
and customers gained immensely from them. The TCS Innovista competition attracted over
1000 entries across the Company.
The Company remained closely connected to customers through events in different
geographies. TCS Innovation Forum was held in New York City, London, Medellin and Sao
Paulo, attracting 700+ customers, partners and technology experts. TCS hosted "The
TCS Slush Experience", a curated pitching session, to connect customers to some
breakthrough technology companies (at "Slush", the biggest start-up event in
Europe). TCS Innovation Days and workshops continue to be held for customers in various
geographies. Several pilot and proofs of concept implementations resulted from these
The Company was honoured by the Fortune magazine as one of the 50 companies that
"Changed the World" based on its digital farming Innovation,
"mKRISHI". The Company won the Physionet Challenge 2017 for ECG Analytics.
Researchers from TCS and IIT Kanpur stood 4th in the Amazon Robotics Challenge. TCS
Accessibility Practice won the International Federation for Information Processing (IFIP)
Technical Committee on HumanComputer Interaction's Accessibility Award for 2017. The
Company won four awards at the Tata Innovista 2017 competition. Several researchers won
individual honours for presenting papers and by winning competitions. Three Researchers
from the Company have been mentioned in JFG's Global AI Talent Report 2018. Researchers
from the Company presented 250+ papers in premier conferences, have written books and book
chapters. As of March 31, 2018, the Company has applied for 3916 patents, including 522
applied during the year. Till date, the Company has been granted 654 patents.
Future plan of action
Digital reimagination of industry and society, and industrialistion of software and
computing will both continue to be the focus of TCS R&I. Engagement with all its
businesses with its Co-Innovation Network, and with society at large will continue.
Expenditure on R&D
TCS' Innovation Labs are located in India and other parts of the world. The R&D
centers, certified by Department of Scientific & Industrial Research (DSIR),
Government of India, function from Pune, Chennai, Bengaluru, Delhi-NCR, Hyderabad, Kolkata
and Mumbai. Expenditure incurred in the R&D centers and innovation centers during FY17
and FY18 are given below:
||( Rs. crore)
|Expenditure on R&D and innovation
|c. Total R&D expenditure (a+b)
|d. Innovation center expenditure
|e. Total R&D and innovation expenditure (c+d)
|f. R&D and innovation expenditure as a percentage of total turnover
Foreign exchange earnings and outgo
Export revenue constituted 92.22% of the total unconsolidated revenue in FY18 (92.41%
|Foreign exchange earnings and outgo
|a. Foreign exchange earnings
|b. CIF Value of imports
|c. Expenditure in foreign currency
The Directors thank the Company's employees, customers, vendors, investors and academic
partners for their continuous support.
The Directors also thank the Government of India, Governments of various states in
India, Governments of various countries and concerned Government departments and agencies
for their co-operation.
The Directors appreciate and value the contribution made by every member of the TCS
||On behalf of the Board of Directors
|Mumbai, April 19, 2018
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 arm's length transactions under third proviso
1. Details of contracts or arrangements or transactions not at arm's 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 arm's length during FY18. 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
2. Details of material contracts or arrangement or transactions at arm's length
basis: 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. Date(s) of
approval by the Board, if any: Not Applicable f. Amount paid as advances, if any: None
Note: All related party transactions are benchmarked for arm's length, approved by Audit
Committee and reviewed by Statutory Auditors. The above disclosures on material
transactions are based on threshold of 10% of consolidated turnover and considering
wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act.
||On behalf of the Board of Directors
|Mumbai, April 19, 2018