About Tata Consultancy Services Ltd

Tata Consultancy Services Ltd is a leading global IT services, consulting and business solutions organization offering transformational as well as outsourcing services to global enterprises. We have a global presence, deep domain expertise in multiple industry verticals and a rich portfolio of services - consisting of consulting and service integration, digital transformation services, and cognitive business operations - targeting every C-suite stakeholder. The Company uses all these, and its industry leading suite of products and platforms to deliver high quality, high impact solutions leveraging the latest technologies to customers across the world. TCS's geographic footprint consists of North America, Latin America, the United Kingdom, Continental Europe, Asia-Pacific, India and Middle-East & Africa. The company is a part of Tata Group, one of India's most respected business conglomerates and most respected brands. The company headquartered in Mumbai. TCS have been operating through 285 offices in 46 countries as well as 147 delivery centers in 21 countries. The company shares are listed on the National Stock Exchange and Bombay Stock Exchange of India. Tata Consultancy Services Ltd was incorporated in the year 1968. Tata Sons Ltd established the company as division to service their electronic data processing (EDP) requirements and provide management consulting services. In the year 1971, they started their first international assignment. The company pioneered the global delivery model for IT services with their first offshore client in 1974. In the year 1981, the company set up India's first IT R&D division, the Tata Research Design and Development Centre at Pune. In the year 1985, they set up their first client-dedicated offshore development center for Compaq (then Tandem). In the year 1989, they delivered an electronic depository and trading system called SECOM for SIS SegaInterSettle, Switzerland. In the year 1997, the company opened their new corporate training facility at Trivandrum. In the year 1998, they started virtualization of business. In the year 1999, they got SEI-CMM Level 5 certification for their Qwest, HP, SEEPZ & Sholinganallur centres. Also, in the year 2000, they got SEI-CMM Level 5 certification for their Calcutta, Bangalore, Lucknow, Hyderabad, GEDC, Ambattur and Ahmedabad centres. In the year 2001, the company completed the acquisition of public sector unit, CMC Ltd. In the year 2002, they expanded their geography into new growth markets like China/ Uruguay. In 2003, TCS became the first Indian software company to cross one billion dollars in revenue. The company saw outsourcing opportunity in E-Commerce and related solutions and set up its E-Business division with ten people. By 2004, E-Business was contributing half a billion USD to the company. During the year 2004-05, the company acquired WTI Advanced Technology Ltd and TCS Business Transformation Solutions Ltd (Previously, Phoenix Global Solutions (India) Ltd), subsequently these two companies became the subsidiaries of the company. TCS tapped the capital markets in July 2004 in the largest private sector initial public offering (IPO) in the Indian market, raising nearly $1.2 billion. In August 9, 2004, the company became a publicly listed company. During the year 2005-06, the company acquired three companies Comicrom S A, Chile, Financial Network Services (Holdings) Pty Ltd, Australia (FNS) and Swedish Indian IT Resources AB (SITAR). The company made strategic alliances with Diligenta Ltd for Life Insurance business. Also, they entered into a Joint Venture Agreement with the State Bank of India. The new company was formulated and named C-Edge Technologies Ltd (C-Edge) for providing advanced technology solutions and world-class domain consulting for the banking and financial services sector. During the year, the company ventured into a new area for an Indian IT Services Company. In April 2005, Tata Infotech Ltd with their three wholly owned subsidiaries, namely Airline Financial Support Services (India) Ltd, Aviation Software Development Consultancy India Ltd and TCS Business Transformation Solutions Ltd were amalgamated with the company. During the year 2006-07, the company in partnership with the Government of Madhya Pradesh formed a company, namely MP Online Ltd, for offering a wide range of computer enabled services in the State of Madhya Pradesh. The company through their wholly owned subsidiaries Tata Consultancy Services Asia Pacific Pte Ltd and Tata Consultancy Services Malaysia Sdn Bhd, subscribed to 100% share capital of PT Tata Consultancy Services, Indonesia, a company formed for providing consulting and IT related services in Indonesia Tata Consultancy Services Netherlands B V, a wholly owned subsidiary acquired 75% equity interest in Switzerland based TKS - Teknosoft S A, for a consideration of Rs 368.06 crore. TCS FNS Pty Ltd, another subsidiary acquired 100% equity interest in an Australian based company, TCS Management Pty Ltd, for a total consideration of Rs. 15.75 crore. Also, TCS FNS Pty Ltd subscribed to 100% share capital of Financial Network Services Beijing Co Ltd to provide consulting and IT related services in China. The company, through their wholly owned subsidiaries Tata Consultancy Services BPO Chile S A and TCS Inversiones Chile Limitada, subscribed to 100 % share capital Tata solution Center S A, to provide BPO services in Ecuador. During the year 2007-08, the company opened a centre in Cincinnati, USA, and a large centre in India at Hyderabad and laid the foundation for a large centre in Pune. They launched a major brand building initiative in order to articulate and propagate its new brand positioning. Also, they signed a new multi-year contract with Chrysler LLC for providing a comprehensive portfolio of IT services. TKS Services S.A., Quartz Software Technology S.A. and Tata Consultancy Services Financial Solutions Limited merged with Tata Consultancy Services Switzerland Limited with effect from April 1, 2007. In May 25, 2007, the company through their wholly owned subsidiary, Tata Consultancy Services Do Brasil Desenvolvimento De Servicos Ltda, acquired 100% equity interest in a Brazil based Company, GT Participacoes S.A. Also, Tata Consultancy Services Do Brazil Desenvolvimento De Servicos Ltda and GT Participacoes S.A. have merged with Tata Consultancy Services Do Brazil Ltda with effect from July 1, 2007. In June 21, 2007, the company subscribed to 100% share capital of Tata Consultancy Services Morocco SARL AU, a company formed for providing a range of computer enabled services in Morocco. In July 13, 2007, the company through their wholly owned subsidiary, Tata America International Corporation, acquired 100% voting power in TCS Financial Management LLC. In October 23, 2007, the company subscribed to 60% of the share capital of Tata Consultancy Services (Africa) (Pty) Limited, a Company formed for providing IT services and investing in companies in South Africa. In January 24, 2008, the company sold their shareholding interest in their associate Conscripti (Pty) Ltd, for Rs. 3.83 crore. In March 2008, the company opened their North America Delivery Center called TCS Seven Hills Park. During the year 2008-09, the company acquired Citigroup Inc.'s (Citi) 96.26% interest in TCS e-Serve Ltd (formerly known as Citigroup Global Services Limited), the India-based captive BPO, for a total consideration of USD 504.54 million. In addition, Citi signed an agreement with the company to provide process outsourcing services to Citi and their affiliates for an aggregate amount of USD 2.5 billion over a period of 9.5 years. During the year, the company through their subsidiary, Tata Consultancy Services Asia Pacific Pte Ltd, subscribed to 100% share capital of Tata Consultancy Services (Thailand) Ltd and Tata Consultancy Services (Philippines) Inc. In June 2008, the company got $11.5 million transformational deal to design, install and integrate a tax administration system for the Uganda Revenue Authority (URA). In July 29, 2008, the company won the highest incremental improvement award and moved to the Industry Leader position in the Tata Business Excellence Model ('TBEM') at the JRD QV Awards ceremony. In October 22, 2008, the Tata Infotech Deutschland GmbH has merged with Tata Consultancy Services Deutschland GmbH. The merged entity is a wholly owned subsidiary of the company. In December 11, 2008, the company subscribed to 50% share capital of National Power Exchange Ltd, established to promote trading of electrical power in India. In June 5, 2009, the company, through their wholly owned subsidiary, Tata Consultancy Services Canada Inc, acquired 100% interest in ERI Holdings Corp. In January 1, 2010, the company, through their wholly owned subsidiary, TCS Iberoamerica S.A., subscribed to 100% interest of TCS Uruguay S.A. In January 1, 2010, they purchased 100% interest of MGDC S.C., Mexico, through their wholly owned subsidiaries, TCS Uruguay S.A. and TCS Argentina S.A. In June 2010, the company signed a multi-year outsourcing contract with Telenor Norway. In June 30, 2010, Syscrom S.A., Chile merged with Tata Consultancy Services BPO Chile SA, a wholly owned subsidiary of TCS Inversiones Chile Limitada. Also, Custodia De documentos Interes Limitada, Chile merged with Tata Consultancy Services BPO Chile SA, a wholly owned subsidiary of TCS Inversiones Chil Limitada. During the year 2010-11, the company set up five subsidiaries namely, MahaOnline Limited, Diligenta 2 Limited, MS CJV Investments Corporation, Retail FullServe Limited and CMC eBiz Inc. Also, Financial Network Services (H.K.) Limited was liquidated and de-registered during the year. The Company entered into an agreement with the Government of Maharashtra pursuant to which a new subsidiary company, MahaOnline Ltd (MahaOnline) was 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. In 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. In 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%. In October 8, 2010, the Company acquired 100% equity share capital of SUPERVALU Services India Pvt Ltd from SUPERVALU Inc., one of the largest grocery retailers in North America. In December 2010, the company launched their new business process outsourcing (BPO) center in the Philippines. The company won a contract for establishing and managing the State Data Centre for the state of Uttar Pradesh. In February 2011, they signed five year contract with du, the integrated telecom service provider in the United Arab Emirates. Also, they launched iON - a fully integrated information technology solution for Small and Medium Business (SMB). iON provides on-demand business solutions using scalable cloud computing technology. It has been developed to deliver IT in the third generation service model to SMBs. In August 2011, the company and the Singapore Management University (SMU) announced the establishment of the TCS-SMU iCity Lab to be located at SMU. The collaboration agreement signed states the two organizations are partnering to create a new research facility to develop industry standards and IT frameworks for the emerging intelligent city (iCity) model of urban development. In December 2011, Call Genie Inc. announced that it has entered into a five year reseller agreement with Tata Consultancy Services (TCS) the IT services, consulting and business solutions firm, whereby TCS will resell the full suite of Call Genie and UpSnap Mobile products worldwide. In February 2012, the company signed a multi-year, multi-million euro contract with Europcar. After a rigorous evaluation process, Europcar Information Services (EIS), the company's IT subsidiary, selected TCS to manage strategic IT Services development for its French operations. Also, the company and Mitsubishi Corporation announced a new joint venture, Nippon TCS Solution Center Ltd, for the Japanese market. Nippon TCS Solution Center will offer a full service suite of IT, BPO and Infrastructure services to Japanese corporations. TCS Japan will have 60% stake with Mitsubishi Corporation having a 40% stake. The joint venture will also establish a nearshore delivery center in Japan. In 2012, the company won various awards like SAP Award of excellence for best run value realization for Project Spectrum, innovation award in France. Achievers 50 Most Engaged Workplaces in US, Partner Impact Awards from SAP, 2011 Eaton Premier Supplier Award, 'People Choice' award from the US National Science Foundation etc. The company also signed deal with South Africa Nedgroup Insurance. During the year the company launched passport seva Kendra in Delhi and also launched new rapid implementation offering for Oracle Fusion HCM. The company signed agreement with Scandinavian Airlines for F&A platform and entered into agreement with UK-based hospitality business chain. The company bags prestigious contract from UK Home Office Department during the year under review. In 2013, the company was placed as a Leader in Oracle Application Management Services by Leading Research Firm. The company completed the acquisition of French IT Services firm ALTI. The company Launched Mobile Telematics Solution for Auto Insurers. During the year, the company was Designated a Leader and 2012 Star Performer in Capital Markets Application Outsourcing by Everest Group Research. The company was also selected by Nokia as a global IT Partner. The company expands UK operations in Liverpool. During the year the company was Placed as a Leader in Oracle Application Management Services by Gartner. The company also received Partner Excellence Award From Pegasystems, Inc. The company also won multiple Corporate Engagement Awards in Europe. On 9 April 2013, TCS signed definitive agreements for the acquisition of 100 percent equity shares in Alti SA, an IT services company in France, for a value of 75 million Euro in an all-cash transaction. In 2014, the company Launched New Digital Software & Solutions Group to Transform Digital Commerce and Customer Centricity.The company was selected by Diageo as a strategic partner during the year under review. The company introduced New Software Assurance Solution Co-Developed with Nissan during the year. During the year, the company was also Recognized as a Leader' in Retail Banking BPO by NelsonHall. The company received numerous awards during the year such as the companies TCS UK wins Gold Award for Innovation in Learning', op Workforce Award at the 2014 Diversity and Inclusion (DANDI) Awards Ceremony, Prestigious Association of Management Consulting Firms Award, wins Leading Vendor Award for Quality Assurance Services. During the year, the company was named Exclusive Certification Services Provider for CDMI Conformance Testing by SNIA. The company was also Positioned as a Leader in Capital Markets BPO by Everest Group. On 21 April 2014, TCS announced the merger of TCS Japan, IT Frontier Corporation (ITF), Mitsubishi Corporation's (MC) 100 percent IT subsidiary, and Nippon TCS Solution Center (NTSC) to create a strong IT services unit in Japan. On 16 October 2014, the Board of Directors of TCS and CMC approved merger of CMC with TCS. The swap ratio for the merger was fixed at 79 equity share of Re. 1 each of TCS for 100 equity shares of Rs. 10 each of CMC. In 2015, the company signed a multi-year partnership deal with UK-based leading airline, Virgin Atlantic Airways (VAA), as Virgin Atlantic Airways selects TCS to support Digital Transformation programme. The companies Research Scholarship Programme expands to reach 200 more Computer Science PhD's in India. During the year, the company consolidates its long term partnership with the City of Amsterdam. During the year the company has been recognised by Ovum as a leader in the Ovum Decision Matrix. The company was also recognized as a Leader and Star Performer in Capital Markets Application Outsourcing Services by Everest Group. Europe's largest ever survey of business leaders ranks TCS 1 on both performance and customer satisfaction. During the year, the company also has won three different awards at the Brandon Hall Group Awards. Singapore Airlines and the company Introduce Mobile Solution for Cabin Crew. During the year under review, the company was recognized as the industry's fastest growing brand over last five years. The company also enters into strategic partnership with iRise. The company Launches Business Process Innovation, Simulation & Visualization as a Service (VaaS). The company Expands operations by opening a new Banking and Financial Services(BFS) center in Singapore. The company Wins 2015 SAP Pinnacle Award - Euroclear Finland launches Infinity, powered by TCS BaNCS for Market Infrastructure. The company was ranked as the 57th leading brand in the US by Brand Finance. During the year, the company Announces Premier Partnership with Adobe for Digital Marketing Solutions and Services. The company also announces Global Strategic Partnership with FICO during the year under review. In 2017, TCS China was set up as a joint venture with the Chinese government and other partners. The company has 50 subsidiaries as on 31 March 2018 as against 58 subsidiaries as on 31 March 2017. There are no associate companies or joint venture companies. The company was ranked as the fastest growing IT Services brand by brand value, and as one of the Top 3 Global Brands in IT Services globally in 2018 by Brand Finance. On 31 October 2018, the company acquired 100% stake in W12 Studios Limited, an UK based company. W12 Studios brings with it an award-winning digital design studio based in London. Further, CMC eBiz, Inc., a subsidiary of CMC Americas, Inc., a US based subsidiary of the Company was voluntarily dissolved with effect from 19 June 2018. There were no employees or business operations in the dissolved subsidiary. The Company has 50 subsidiaries as on 31 March 2019. The company was voted the Overall Most Outstanding Company in India, in Asiamoney's 2018 Asia's Outstanding Companies poll. The company was named the Fastest Growing Brand of the Decade in IT Services globally by Brand Finance. TCS' brand value crossed USD 12.8 billion this year, up 447% over the decade. The company has won the Best Patents Portfolio Award (2013- 2018) in the Large (Engineering) Industries category at the CII Industrial Intellectual Property Awards 2018. The company has 50 subsidiaries as on 31 March 2020. On 26 June 2019, pursuant to exercise of put option by Mitsubishi Corporation, Tata Consultancy Services Asia Pacific Pte. Ltd. acquired additional 15% stake in its joint venture with Mitsubishi Corporation in Tata Consultancy Services Japan, Ltd. TCS Financial Solutions Australia Holdings Pty Limited was deregistered with effect from 29 January 2020. Its holdings in TCS Financial Solutions Australia Pty Limited along with its other assets and liabilities were transferred to its holding company, TCS FNS Pty Limited which is a wholly owned subsidiary of the company. On 09 March2020, Tata Consultancy Services Netherlands BV, a direct subsidiary of the Company acquired TCS Business Services GmbH in Dusseldorf, Germany to execute a certain special project. As of 31 March 2020, the Company has applied for 5,216 patents cumulatively. The Company has been granted 1,341 patents. The Board of Directors at its meeting held on 07 October 2020, approved a proposal to buy-back upto 5,33,33,333 equity shares of the Company for an aggregate amount not exceeding Rs 6,000 crore, being 1.42% of the total paid up equity share capital at Rs 3,000 per equity share. The shareholders approved the same on 18 November 2020, by way of a special resolution through postal ballot. The period for tendering of shares for buy-back was from 18 December 2020 to 01 January 2021. The settlement of all valid bids was completed on 05 January 2021, and the equity shares bought back were extinguished on 06 January 2021. Pursuant to the issuance of Letter of Offer, the Company has recorded a liability towards buy-back of equity shares of Rs 6,000 crore and the corresponding tax payable of R 3,726 crore as at 31 December 2020. Tata Consultancy Services Netherlands BV, a wholly owned subsidiary of the Company, as a part of an overall arrangement, signed a definitive agreement on 01 January 2021, to obtain entire equity stake in Postbank Systems AG (PBS), a subsidiary of Deutsche Bank AG, at an agreed consideration. The company has incorporated a wholly owned subsidiary, Tata Consultancy Services Ireland Limited in Ireland on 02 December 2020. CMC Americas, Inc., a wholly owned subsidiary of the company incorporated in USA, was liquidated w.e.f. 16 December 2020. Equity stake in Technology Outsourcing S.A.C., a wholly owned step-down subsidiary at Peru, was sold on 01 December 2020, at book value. As on 31 December 2020, the company has applied for 5,634 patents, including 134 applied during the quarter, and has been granted 1,713 patents. The company ranked number one for customer satisfaction in Germany as well as in Switzerland in the country editions of Whitelane Research 2020 IT Sourcing Study, based on a survey of CXOs and senior IT executives from the top IT spending enterprises in these two countries. The company has been awarded the Best Patents Portfolio in the Large Enterprises (Information and Communications Technology and Services) category at the Confederation of Indian Industry (CII) Industrial Intellectual Property Awards 2020. TCS Connected Clinical Trials solution, part of TCS ADD platform, won the 2020 Citeline Award in the category 'Best Patient-facing Technology Initiative' for providing a positive experience to patients in clinical trials and driving efficiency.

Tata Consultancy Services Ltd Chairman Speech

Dear Stakeholder,

Adversity, they say, is the true test of character.

Your company achieved many admirable wins and milestones through the first 11 months of FY 2020. But it was in the final days of the year that the true nature of its purpose-driven worldview truly shone through. Your company prioritized the health and safety of its employees, kept customers' mission-critical systems running under very difficult circumstances and pitched in to help communities across the world battle the pandemic.

When we emerge out of this crisis, the world will be a very different place. We are witnessing many of those changes already. With cloud and the new class of collaboration tools, people are discovering that they are able to collaborate with each other just as well working from home, as they did in person in the pre-COVID era. Employers are discovering that the productivity is just as good, if not better, in this new way of working.

In many sectors, digital channels have gone from being secondary, nice-to-have options to become the primary channels, and in some instances, the only channels. Schools, colleges and even courts have shifted to an online-only mode. Farmers' cooperatives are taking online orders and directly delivering fresh produce to city-dwellers. This is the transformation that we had spoken of five years go, when we said that Default is Digital, but even I am still amazed by the scale and speed of the change.

By staying true to its purpose and its values, and helping its employees, customers and communities use the power of technology to realize their potential, your company is the embodiment of stakeholder capitalism in the true spirit of the Tata ethos. Over the last five decades, your company has shown itself to be very purpose-driven, resilient and adaptable, staying relevant to its customers through multiple economic and technology cycles, and doing good for all its stakeholders. This is the secret behind its longevity and sustainability.

The sharp shift in consumer preferences will force enterprises to significantly accelerate their digital transformation initiatives. They will also invest heavily in building resilience at every level, on the front-end as well as in back-office operations. Having pioneered Location Independent Agile™ and the Machine First™ Delivery Model, both of which are of immense value to organizations looking to build operational resilience and agility, your company is very well positioned to benefit from these trends.

Stepping back from the enterprise level and taking a more global view, I believe that the new world in which digital channels become mainstream, which I described in my book Bridgital Nation, will offer countries like India, a unique opportunity to implement large scale digital interventions that would provide its citizenry easier access to essential services, while creating millions of new jobs. Your company has been at the forefront in enabling several such high-impact initiatives. TCS' Financial Inclusion Network supports over 210 million no-frills accounts set up under the Pradhan Mantri Jan Dhan Yojana. The scheme has created jobs for over 100,000 banking correspondents who go out to remote villages with handheld devices to provide banking services to the unbanked.

There are several other examples: the Passport Seva project which completely reimagined the issuance of passports, the digital transformation of India Post, the platform that supports Ayushman Bharat – the world's largest, fully funded health insurance scheme covering 500 million of India's poorest, and so on. Each of these initiatives showcases the innovative use of technology to transform citizen services, enhance inclusivity and reduce inequity in society.

By staying true to its purpose and its values, and helping its employees, customers and communities use the power of technology to realize their potential, your company is the embodiment of stakeholder capitalism in the true spirit of the Tata ethos. Over the last five decades, your company has shown itself to be very purpose-driven, resilient and adaptable, staying relevant to its customers through multiple economic and technology cycles, and doing good for all its stakeholders. This is the secret behind its longevity and sustainability.

The next few months will be difficult, but your company is strong with deep relationships with customers and partners, enviable scale, a diversified business mix, a robust and resilient business model, and strong financials. It is well positioned to weather the storms ahead and take advantage of opportunities that come up during the downturn to acquire new capabilities and gain market share. In the post-pandemic world, technology will play an ever larger role in helping enterprises adapt to the new normal and differentiate themselves. Your company is well poised to take the lead in partnering customers to recover and rebound on to their growth and transformation journeys.

On behalf of the Board of Directors of Tata Consultancy Services, I want to thank you for your continued trust, confidence, and support.

Warm regards,

Tata Consultancy Services Ltd Company History

Tata Consultancy Services Ltd is a leading global IT services, consulting and business solutions organization offering transformational as well as outsourcing services to global enterprises. We have a global presence, deep domain expertise in multiple industry verticals and a rich portfolio of services - consisting of consulting and service integration, digital transformation services, and cognitive business operations - targeting every C-suite stakeholder. The Company uses all these, and its industry leading suite of products and platforms to deliver high quality, high impact solutions leveraging the latest technologies to customers across the world. TCS's geographic footprint consists of North America, Latin America, the United Kingdom, Continental Europe, Asia-Pacific, India and Middle-East & Africa. The company is a part of Tata Group, one of India's most respected business conglomerates and most respected brands. The company headquartered in Mumbai. TCS have been operating through 285 offices in 46 countries as well as 147 delivery centers in 21 countries. The company shares are listed on the National Stock Exchange and Bombay Stock Exchange of India. Tata Consultancy Services Ltd was incorporated in the year 1968. Tata Sons Ltd established the company as division to service their electronic data processing (EDP) requirements and provide management consulting services. In the year 1971, they started their first international assignment. The company pioneered the global delivery model for IT services with their first offshore client in 1974. In the year 1981, the company set up India's first IT R&D division, the Tata Research Design and Development Centre at Pune. In the year 1985, they set up their first client-dedicated offshore development center for Compaq (then Tandem). In the year 1989, they delivered an electronic depository and trading system called SECOM for SIS SegaInterSettle, Switzerland. In the year 1997, the company opened their new corporate training facility at Trivandrum. In the year 1998, they started virtualization of business. In the year 1999, they got SEI-CMM Level 5 certification for their Qwest, HP, SEEPZ & Sholinganallur centres. Also, in the year 2000, they got SEI-CMM Level 5 certification for their Calcutta, Bangalore, Lucknow, Hyderabad, GEDC, Ambattur and Ahmedabad centres. In the year 2001, the company completed the acquisition of public sector unit, CMC Ltd. In the year 2002, they expanded their geography into new growth markets like China/ Uruguay. In 2003, TCS became the first Indian software company to cross one billion dollars in revenue. The company saw outsourcing opportunity in E-Commerce and related solutions and set up its E-Business division with ten people. By 2004, E-Business was contributing half a billion USD to the company. During the year 2004-05, the company acquired WTI Advanced Technology Ltd and TCS Business Transformation Solutions Ltd (Previously, Phoenix Global Solutions (India) Ltd), subsequently these two companies became the subsidiaries of the company. TCS tapped the capital markets in July 2004 in the largest private sector initial public offering (IPO) in the Indian market, raising nearly $1.2 billion. In August 9, 2004, the company became a publicly listed company. During the year 2005-06, the company acquired three companies Comicrom S A, Chile, Financial Network Services (Holdings) Pty Ltd, Australia (FNS) and Swedish Indian IT Resources AB (SITAR). The company made strategic alliances with Diligenta Ltd for Life Insurance business. Also, they entered into a Joint Venture Agreement with the State Bank of India. The new company was formulated and named C-Edge Technologies Ltd (C-Edge) for providing advanced technology solutions and world-class domain consulting for the banking and financial services sector. During the year, the company ventured into a new area for an Indian IT Services Company. In April 2005, Tata Infotech Ltd with their three wholly owned subsidiaries, namely Airline Financial Support Services (India) Ltd, Aviation Software Development Consultancy India Ltd and TCS Business Transformation Solutions Ltd were amalgamated with the company. During the year 2006-07, the company in partnership with the Government of Madhya Pradesh formed a company, namely MP Online Ltd, for offering a wide range of computer enabled services in the State of Madhya Pradesh. The company through their wholly owned subsidiaries Tata Consultancy Services Asia Pacific Pte Ltd and Tata Consultancy Services Malaysia Sdn Bhd, subscribed to 100% share capital of PT Tata Consultancy Services, Indonesia, a company formed for providing consulting and IT related services in Indonesia Tata Consultancy Services Netherlands B V, a wholly owned subsidiary acquired 75% equity interest in Switzerland based TKS - Teknosoft S A, for a consideration of Rs 368.06 crore. TCS FNS Pty Ltd, another subsidiary acquired 100% equity interest in an Australian based company, TCS Management Pty Ltd, for a total consideration of Rs. 15.75 crore. Also, TCS FNS Pty Ltd subscribed to 100% share capital of Financial Network Services Beijing Co Ltd to provide consulting and IT related services in China. The company, through their wholly owned subsidiaries Tata Consultancy Services BPO Chile S A and TCS Inversiones Chile Limitada, subscribed to 100 % share capital Tata solution Center S A, to provide BPO services in Ecuador. During the year 2007-08, the company opened a centre in Cincinnati, USA, and a large centre in India at Hyderabad and laid the foundation for a large centre in Pune. They launched a major brand building initiative in order to articulate and propagate its new brand positioning. Also, they signed a new multi-year contract with Chrysler LLC for providing a comprehensive portfolio of IT services. TKS Services S.A., Quartz Software Technology S.A. and Tata Consultancy Services Financial Solutions Limited merged with Tata Consultancy Services Switzerland Limited with effect from April 1, 2007. In May 25, 2007, the company through their wholly owned subsidiary, Tata Consultancy Services Do Brasil Desenvolvimento De Servicos Ltda, acquired 100% equity interest in a Brazil based Company, GT Participacoes S.A. Also, Tata Consultancy Services Do Brazil Desenvolvimento De Servicos Ltda and GT Participacoes S.A. have merged with Tata Consultancy Services Do Brazil Ltda with effect from July 1, 2007. In June 21, 2007, the company subscribed to 100% share capital of Tata Consultancy Services Morocco SARL AU, a company formed for providing a range of computer enabled services in Morocco. In July 13, 2007, the company through their wholly owned subsidiary, Tata America International Corporation, acquired 100% voting power in TCS Financial Management LLC. In October 23, 2007, the company subscribed to 60% of the share capital of Tata Consultancy Services (Africa) (Pty) Limited, a Company formed for providing IT services and investing in companies in South Africa. In January 24, 2008, the company sold their shareholding interest in their associate Conscripti (Pty) Ltd, for Rs. 3.83 crore. In March 2008, the company opened their North America Delivery Center called TCS Seven Hills Park. During the year 2008-09, the company acquired Citigroup Inc.'s (Citi) 96.26% interest in TCS e-Serve Ltd (formerly known as Citigroup Global Services Limited), the India-based captive BPO, for a total consideration of USD 504.54 million. In addition, Citi signed an agreement with the company to provide process outsourcing services to Citi and their affiliates for an aggregate amount of USD 2.5 billion over a period of 9.5 years. During the year, the company through their subsidiary, Tata Consultancy Services Asia Pacific Pte Ltd, subscribed to 100% share capital of Tata Consultancy Services (Thailand) Ltd and Tata Consultancy Services (Philippines) Inc. In June 2008, the company got $11.5 million transformational deal to design, install and integrate a tax administration system for the Uganda Revenue Authority (URA). In July 29, 2008, the company won the highest incremental improvement award and moved to the Industry Leader position in the Tata Business Excellence Model ('TBEM') at the JRD QV Awards ceremony. In October 22, 2008, the Tata Infotech Deutschland GmbH has merged with Tata Consultancy Services Deutschland GmbH. The merged entity is a wholly owned subsidiary of the company. In December 11, 2008, the company subscribed to 50% share capital of National Power Exchange Ltd, established to promote trading of electrical power in India. In June 5, 2009, the company, through their wholly owned subsidiary, Tata Consultancy Services Canada Inc, acquired 100% interest in ERI Holdings Corp. In January 1, 2010, the company, through their wholly owned subsidiary, TCS Iberoamerica S.A., subscribed to 100% interest of TCS Uruguay S.A. In January 1, 2010, they purchased 100% interest of MGDC S.C., Mexico, through their wholly owned subsidiaries, TCS Uruguay S.A. and TCS Argentina S.A. In June 2010, the company signed a multi-year outsourcing contract with Telenor Norway. In June 30, 2010, Syscrom S.A., Chile merged with Tata Consultancy Services BPO Chile SA, a wholly owned subsidiary of TCS Inversiones Chile Limitada. Also, Custodia De documentos Interes Limitada, Chile merged with Tata Consultancy Services BPO Chile SA, a wholly owned subsidiary of TCS Inversiones Chil Limitada. During the year 2010-11, the company set up five subsidiaries namely, MahaOnline Limited, Diligenta 2 Limited, MS CJV Investments Corporation, Retail FullServe Limited and CMC eBiz Inc. Also, Financial Network Services (H.K.) Limited was liquidated and de-registered during the year. The Company entered into an agreement with the Government of Maharashtra pursuant to which a new subsidiary company, MahaOnline Ltd (MahaOnline) was 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. In 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. In 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%. In October 8, 2010, the Company acquired 100% equity share capital of SUPERVALU Services India Pvt Ltd from SUPERVALU Inc., one of the largest grocery retailers in North America. In December 2010, the company launched their new business process outsourcing (BPO) center in the Philippines. The company won a contract for establishing and managing the State Data Centre for the state of Uttar Pradesh. In February 2011, they signed five year contract with du, the integrated telecom service provider in the United Arab Emirates. Also, they launched iON - a fully integrated information technology solution for Small and Medium Business (SMB). iON provides on-demand business solutions using scalable cloud computing technology. It has been developed to deliver IT in the third generation service model to SMBs. In August 2011, the company and the Singapore Management University (SMU) announced the establishment of the TCS-SMU iCity Lab to be located at SMU. The collaboration agreement signed states the two organizations are partnering to create a new research facility to develop industry standards and IT frameworks for the emerging intelligent city (iCity) model of urban development. In December 2011, Call Genie Inc. announced that it has entered into a five year reseller agreement with Tata Consultancy Services (TCS) the IT services, consulting and business solutions firm, whereby TCS will resell the full suite of Call Genie and UpSnap Mobile products worldwide. In February 2012, the company signed a multi-year, multi-million euro contract with Europcar. After a rigorous evaluation process, Europcar Information Services (EIS), the company's IT subsidiary, selected TCS to manage strategic IT Services development for its French operations. Also, the company and Mitsubishi Corporation announced a new joint venture, Nippon TCS Solution Center Ltd, for the Japanese market. Nippon TCS Solution Center will offer a full service suite of IT, BPO and Infrastructure services to Japanese corporations. TCS Japan will have 60% stake with Mitsubishi Corporation having a 40% stake. The joint venture will also establish a nearshore delivery center in Japan. In 2012, the company won various awards like SAP Award of excellence for best run value realization for Project Spectrum, innovation award in France. Achievers 50 Most Engaged Workplaces in US, Partner Impact Awards from SAP, 2011 Eaton Premier Supplier Award, 'People Choice' award from the US National Science Foundation etc. The company also signed deal with South Africa Nedgroup Insurance. During the year the company launched passport seva Kendra in Delhi and also launched new rapid implementation offering for Oracle Fusion HCM. The company signed agreement with Scandinavian Airlines for F&A platform and entered into agreement with UK-based hospitality business chain. The company bags prestigious contract from UK Home Office Department during the year under review. In 2013, the company was placed as a Leader in Oracle Application Management Services by Leading Research Firm. The company completed the acquisition of French IT Services firm ALTI. The company Launched Mobile Telematics Solution for Auto Insurers. During the year, the company was Designated a Leader and 2012 Star Performer in Capital Markets Application Outsourcing by Everest Group Research. The company was also selected by Nokia as a global IT Partner. The company expands UK operations in Liverpool. During the year the company was Placed as a Leader in Oracle Application Management Services by Gartner. The company also received Partner Excellence Award From Pegasystems, Inc. The company also won multiple Corporate Engagement Awards in Europe. On 9 April 2013, TCS signed definitive agreements for the acquisition of 100 percent equity shares in Alti SA, an IT services company in France, for a value of 75 million Euro in an all-cash transaction. In 2014, the company Launched New Digital Software & Solutions Group to Transform Digital Commerce and Customer Centricity.The company was selected by Diageo as a strategic partner during the year under review. The company introduced New Software Assurance Solution Co-Developed with Nissan during the year. During the year, the company was also Recognized as a Leader' in Retail Banking BPO by NelsonHall. The company received numerous awards during the year such as the companies TCS UK wins Gold Award for Innovation in Learning', op Workforce Award at the 2014 Diversity and Inclusion (DANDI) Awards Ceremony, Prestigious Association of Management Consulting Firms Award, wins Leading Vendor Award for Quality Assurance Services. During the year, the company was named Exclusive Certification Services Provider for CDMI Conformance Testing by SNIA. The company was also Positioned as a Leader in Capital Markets BPO by Everest Group. On 21 April 2014, TCS announced the merger of TCS Japan, IT Frontier Corporation (ITF), Mitsubishi Corporation's (MC) 100 percent IT subsidiary, and Nippon TCS Solution Center (NTSC) to create a strong IT services unit in Japan. On 16 October 2014, the Board of Directors of TCS and CMC approved merger of CMC with TCS. The swap ratio for the merger was fixed at 79 equity share of Re. 1 each of TCS for 100 equity shares of Rs. 10 each of CMC. In 2015, the company signed a multi-year partnership deal with UK-based leading airline, Virgin Atlantic Airways (VAA), as Virgin Atlantic Airways selects TCS to support Digital Transformation programme. The companies Research Scholarship Programme expands to reach 200 more Computer Science PhD's in India. During the year, the company consolidates its long term partnership with the City of Amsterdam. During the year the company has been recognised by Ovum as a leader in the Ovum Decision Matrix. The company was also recognized as a Leader and Star Performer in Capital Markets Application Outsourcing Services by Everest Group. Europe's largest ever survey of business leaders ranks TCS 1 on both performance and customer satisfaction. During the year, the company also has won three different awards at the Brandon Hall Group Awards. Singapore Airlines and the company Introduce Mobile Solution for Cabin Crew. During the year under review, the company was recognized as the industry's fastest growing brand over last five years. The company also enters into strategic partnership with iRise. The company Launches Business Process Innovation, Simulation & Visualization as a Service (VaaS). The company Expands operations by opening a new Banking and Financial Services(BFS) center in Singapore. The company Wins 2015 SAP Pinnacle Award - Euroclear Finland launches Infinity, powered by TCS BaNCS for Market Infrastructure. The company was ranked as the 57th leading brand in the US by Brand Finance. During the year, the company Announces Premier Partnership with Adobe for Digital Marketing Solutions and Services. The company also announces Global Strategic Partnership with FICO during the year under review. In 2017, TCS China was set up as a joint venture with the Chinese government and other partners. The company has 50 subsidiaries as on 31 March 2018 as against 58 subsidiaries as on 31 March 2017. There are no associate companies or joint venture companies. The company was ranked as the fastest growing IT Services brand by brand value, and as one of the Top 3 Global Brands in IT Services globally in 2018 by Brand Finance. On 31 October 2018, the company acquired 100% stake in W12 Studios Limited, an UK based company. W12 Studios brings with it an award-winning digital design studio based in London. Further, CMC eBiz, Inc., a subsidiary of CMC Americas, Inc., a US based subsidiary of the Company was voluntarily dissolved with effect from 19 June 2018. There were no employees or business operations in the dissolved subsidiary. The Company has 50 subsidiaries as on 31 March 2019. The company was voted the Overall Most Outstanding Company in India, in Asiamoney's 2018 Asia's Outstanding Companies poll. The company was named the Fastest Growing Brand of the Decade in IT Services globally by Brand Finance. TCS' brand value crossed USD 12.8 billion this year, up 447% over the decade. The company has won the Best Patents Portfolio Award (2013- 2018) in the Large (Engineering) Industries category at the CII Industrial Intellectual Property Awards 2018. The company has 50 subsidiaries as on 31 March 2020. On 26 June 2019, pursuant to exercise of put option by Mitsubishi Corporation, Tata Consultancy Services Asia Pacific Pte. Ltd. acquired additional 15% stake in its joint venture with Mitsubishi Corporation in Tata Consultancy Services Japan, Ltd. TCS Financial Solutions Australia Holdings Pty Limited was deregistered with effect from 29 January 2020. Its holdings in TCS Financial Solutions Australia Pty Limited along with its other assets and liabilities were transferred to its holding company, TCS FNS Pty Limited which is a wholly owned subsidiary of the company. On 09 March2020, Tata Consultancy Services Netherlands BV, a direct subsidiary of the Company acquired TCS Business Services GmbH in Dusseldorf, Germany to execute a certain special project. As of 31 March 2020, the Company has applied for 5,216 patents cumulatively. The Company has been granted 1,341 patents. The Board of Directors at its meeting held on 07 October 2020, approved a proposal to buy-back upto 5,33,33,333 equity shares of the Company for an aggregate amount not exceeding Rs 6,000 crore, being 1.42% of the total paid up equity share capital at Rs 3,000 per equity share. The shareholders approved the same on 18 November 2020, by way of a special resolution through postal ballot. The period for tendering of shares for buy-back was from 18 December 2020 to 01 January 2021. The settlement of all valid bids was completed on 05 January 2021, and the equity shares bought back were extinguished on 06 January 2021. Pursuant to the issuance of Letter of Offer, the Company has recorded a liability towards buy-back of equity shares of Rs 6,000 crore and the corresponding tax payable of R 3,726 crore as at 31 December 2020. Tata Consultancy Services Netherlands BV, a wholly owned subsidiary of the Company, as a part of an overall arrangement, signed a definitive agreement on 01 January 2021, to obtain entire equity stake in Postbank Systems AG (PBS), a subsidiary of Deutsche Bank AG, at an agreed consideration. The company has incorporated a wholly owned subsidiary, Tata Consultancy Services Ireland Limited in Ireland on 02 December 2020. CMC Americas, Inc., a wholly owned subsidiary of the company incorporated in USA, was liquidated w.e.f. 16 December 2020. Equity stake in Technology Outsourcing S.A.C., a wholly owned step-down subsidiary at Peru, was sold on 01 December 2020, at book value. As on 31 December 2020, the company has applied for 5,634 patents, including 134 applied during the quarter, and has been granted 1,713 patents. The company ranked number one for customer satisfaction in Germany as well as in Switzerland in the country editions of Whitelane Research 2020 IT Sourcing Study, based on a survey of CXOs and senior IT executives from the top IT spending enterprises in these two countries. The company has been awarded the Best Patents Portfolio in the Large Enterprises (Information and Communications Technology and Services) category at the Confederation of Indian Industry (CII) Industrial Intellectual Property Awards 2020. TCS Connected Clinical Trials solution, part of TCS ADD platform, won the 2020 Citeline Award in the category 'Best Patient-facing Technology Initiative' for providing a positive experience to patients in clinical trials and driving efficiency.

Tata Consultancy Services Ltd Directors Reports

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, 2020. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial results

(Rs. crore)

2. COVID-19

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally. From a highly centralized model consisting of work spaces set in large delivery campuses capable of accommodating thousands of employees, the switch to work from home for employees all over extending all the elements of the Company's Open Agile Delivery model concept into a next-generation Secure Borderless Workspaces™ (SBWS) model was carried out seamlessly. As of March 31, 2020, work from home was enabled to close to 90 percent of the employees to work remotely and securely. This response has reinforced customer confidence in TCS and many of them have expressed their appreciation and gratitude for keeping their businesses running under most challenging conditions. The SBWS model ensures high quality and delivery certainty that the customers expect while addressing the issues around cyber security, project management practices and systems. Going forward, this location independent SBWS model could be a game changer due to its many advantages.

Although there are uncertainties due to the pandemic and reversal of the positive momentum gained in the last quarter of FY2020, the strong balance sheet position, best-in-class profitability and inherent resilience of the business model position the Company well to navigate the challenges ahead and gain market share.

3. Dividend

For FY 2020, based on the Company's performance, the Directors have declared interim dividends of Rs.27 per equity share and a special dividend of Rs.40 per equity share. The Directors have also recommended a final dividend of Rs.6 per equity share, taking the total dividend to Rs.73 per equity share.

The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs.2,251 crore. The total dividend on equity shares including dividend tax for FY 2020 would aggregate Rs.31,895 crore, resulting in a dividend payout of 95.9 percent of the unconsolidated profits of the Company.

For FY 2019, the Company paid a total dividend of Rs.30 per equity share. Further, the Company bought back 76,190,476 equity shares at a price of Rs.2,100 per equity share for an aggregate consideration of Rs.16,000 crore and also allotted 1,914,287,591 equity shares as fully paid-up bonus shares in the ratio of 1:1. The total cash outflow for FY 2019 including dividend, dividend tax and buy-back consideration amounted to Rs.29,148 crore.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate Governance Report and is uploaded on the Company's website https://on.tcs.com/Dividend

4. Transfer to reserves

The closing balance of the retained earnings of the Company for FY 2020, after all appropriation and adjustments was Rs.71,532 crore.

5. Company's performance

On a consolidated basis, the revenue for FY 2020 was Rs.156,949 crore, higher by 7.2 percent over the previous year's revenue of Rs.146,463 crore. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2020 and FY 2019 was Rs.32,447 crore and Rs.31,562 crore respectively. The PAT attributable to shareholders for FY 2020 was Rs.32,340 crore registering a growth of 2.8 percent over the PAT of Rs.31,472 crore for FY 2019. On an unconsolidated basis, the revenue for FY 2020 was Rs.131,306 crore, higher by 6.6 percent over the previous year's revenue of Rs.123,170 crore in FY 2019. The PAT attributable to shareholders for FY 2020 was Rs.33,260 crore registering a growth of 10.6 percent over the PAT of Rs.30,065 crore for FY 2019.

6. Human resource development

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth.

The Company had a net addition of 24,179 employees globally, taking its total employee count to 448,464. Fueled by inclusive hiring and heavy investment made to mentor and coach women at all levels, women currently account for 36.2 percent of the workforce, making the Company one of the largest employers of women in the world.

An evolved onboarding model helped the Company to effectively integrate associates acquired through a strong localization focus. The diverse workforce represents 144 nationalities across 46 countries.

The reimagined approach to learning and development has helped the Company train over 335,000 employees on digital technologies and over 417,000 employees on Agile methodologies.

The re-imagined focus on competency building of fresh recruits prior to joining through unique digital Initial Learning Program approach has enabled faster release of freshers to projects. Post-offer engagement activities have also witnessed increased focus.

Continual pursuit to connect with associates on a regular basis, communicate in an open and transparent manner, progressive HR policies and distinctive HR Business Partner model, guided by OneTCS culture, are yielding desired results. This is evident from the high retention rates and improved engagement levels of the associates. Attrition in FY 2020 was 12.1 percent for IT Services. The Company's internal employee satisfaction survey PULSE showed the highest employee satisfaction and engagement scores in the last 12 years.

7. Quality initiatives

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. In FY 2020, the Company successfully completed the surveillance audits for industry specific quality certifications viz., AS 9100 (Aerospace Industry), ISO 13485 (Medical Devices) and TL 9000 (Telecom Industry). The Company has also successfully completed the annual ISO surveillance audit. The Company is now amongst the world's first organizations to be recommended for certification to ISO 22301:2019 standard. The Company also successfully completed SSAE 18 and ISAE 3402 - SOC 1 & SOC 2 annual assessment for Banking, Financial Services and Insurance, Cognitive Business Operations, Life Sciences and Retail units covering 69 locations. The Company has been appraised at Maturity Level 5 of the Capability Maturity Model Integration for Development (CMMI V2.0 DEV).

The Company was recognized as a ‘Benchmark Leader', a first of its kind achievement in the Tata Group as part of the Tata Business Excellence Model assessment. Three Industry Solutions Unit achieved the ‘Industry Leader' status while one of the units crossed over to the ‘Benchmark Leader' band.

TCS' integrated Quality Management System (iQMS^TM) continues to enable outstanding value and experience to its customers. iQMS^TM is continually enhanced for emerging service offerings, new delivery methodologies, industry best practices and latest technologies. iQMS^TM has been updated with handbooks and guidelines for Agile methodology.

The Company has committed to become Enterprise Agile by 2020. To achieve this vision, the Company has created 417,000 Agile ready workforce and 1000+ futuristic Agile Delivery Centres. TCS Location Independent Agile^TM is a Company proprietary methodology consisting of processes, management structure and the technology that enables enterprise wide agile transformations without the location constraint. The Company has also driven agility in TCS internal processes that enhance competitiveness. The Company has also been identified as a leader in Agile adoption, offerings and services by several industry analysts.

To reduce the delivery risks, the company has rolled out Guidelines for "Service Delivery under SBWS" and has been monitoring the 25,000 projects across the globe on a daily basis through the digitized dashboards. The customer-centricity, rigor in operations and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels in the periodic surveys conducted by the Company. This is validated by top rankings in third-party surveys as well.

8. Subsidiary companies

The Company has 50 subsidiaries as on March 31, 2020. There are no associate 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.

On June 26, 2019, pursuant to exercise of put option by Mitsubishi Corporation, Tata Consultancy Services Asia Pacific Pte. Ltd. acquired additional 15 percent stake in its joint venture with Mitsubishi Corporation in Tata Consultancy Services Japan, Ltd.

TCS Financial Solutions Australia Holdings Pty Limited was deregistered with effect from January 29, 2020. Its holdings in TCS Financial Solutions Australia Pty Limited along with its other assets and liabilities were transferred to its holding company, TCS FNS Pty Limited which is a wholly owned subsidiary of the Company. On March 9, 2020, Tata Consultancy Services Netherlands BV, a direct subsidiary of the Company acquired TCS Business Services GmbH in Dusseldorf, Germany to execute a certain special project. 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 No. 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 https://www.tcs.com/investor-relations.

9. 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 FY 2020.

10. Directors and key managerial personnel

O P Bhatt was re-appointed as an Independent Director at the twenty-fourth Annual General Meeting (AGM) held on June 13, 2019 for a period of five years w.e.f. June 27, 2019 up to June 26, 2024. During the year, Aman Mehta and Dr. Ron Sommer ceased to be the Directors with effect from June 26, 2019 upon completion of their term as Independent Directors. The Board places on record its appreciation for their invaluable contribution and guidance. Aarthi Subramanian retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders' approval for her re-appointment forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are: Rajesh Gopinathan, Chief Executive Officer and Managing Director, N Ganapathy Subramaniam, Chief Operating Officer and Executive Director, Ramakrishnan V, Chief Financial Officer and Rajendra Moholkar, Company Secretary. The term of Ramakrishnan V as the Chief Financial Officer was extended up to April 30, 2021.

11. Number of meetings of the Board

Seven meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a 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 SEBI Listing Regulations.

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.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company 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. At 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.

13. Policy on directors' appointment and remuneration and other details

The Company's policy on appointment of directors is available on https://on.tcs.com/ApptDirectors. The policy on 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 and is also available on https://on.tcs.com/remuneration-policy.

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 and Analysis, which is a part of this report.

15. 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.

16. Auditors

At the twenty-second AGM held on June 16, 2017 the Members approved appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the twenty-seventh AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

17. Auditor's report and Secretarial audit report

The statutory auditor's report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

18. Risk management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and 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.

19. Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https://on.tcs.com/WhistleBP.

20. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, 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 as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review 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 CSR policy is available on https://on.tcs.com/Global-CSR-Policy.

23. Extract of annual return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2020 is given in Annexure III in the prescribed Form No. MGT-9, which is a part of this report. The same is available on https://on.tcs.com/annual-return-19-20.

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:

@ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated.

@@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata company and hence not stated.

* Ceased to be Directors w.e.f. June 26, 2019 upon completion of their term as Independent Directors.

** Re-appointed as a Independent Director for a second term w.e.f. June 27, 2019.

^ Since the remuneration is only for part of the year, the ratio of their remuneration to median remuneration and percentage increase in remuneration is not comparable and hence, not stated.

^^ Remuneration in FY 2020 is not comparable with remuneration received in FY 2019 and hence, not stated.

# The remuneration for FY 2020 is lower than FY 2019 in view of the economic conditions impacted by the COVID-19 pandemic. The Directors have decided to moderate the remuneration for this year to express solidarity and conserve resources.

b. The percentage increase in the median remuneration of employees in the financial year: 2 percent

c. The number of permanent employees on the rolls of Company: 448,464

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 6 percent in India. However, during the course of the year, the total increase is approximately 7.7 percent, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage increase varying from 2 percent to 6 percent. The increase in remuneration is in line with the market trends in the respective countries.

The managerial remuneration for the year decreased by 15 percent. The executive remuneration for FY 2020 is lower than FY 2019 in view of the economic conditions impacted by the COVID-19 pandemic. The Directors have decided to moderate the executive remuneration for this year to express solidarity and conserve resources.

e. Afirmation that the remuneration is as per the remuneration policy of the Company:

The Company afirms that the remuneration is as per the remuneration policy of the Company. 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) and 5(3) 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 and Any Member interested in obtaining a copy of the same may write to the Company Secretary.

25. Integrated Report

The Company being one of the top companies in the country in terms of market capitalization, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

26. Disclosure requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis including the Business Responsibility Report are attached, which forms part of this report.

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.

27. 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.

Conservation of energy:

The eco-e_ciency journey at TCS revolves around infrastructure and operations. TCS strategy to build green and operate optimally has led to year-on-year reduction in specific energy footprint by 11.9 percent and specific carbon footprint by ~11.8 percent, on per FTE basis.

In FY20, the Company added 2 MWp of rooftop solar across TCS campuses, taking the total to 7.6 MWp. Total renewable energy units generated from rooftop solar projects and sourced through power purchase agreements is cumulatively 59.5 million units in FY19-20 which is 10.9 percent of the total electricity consumption.

The shift to low carbon operations by switching over to energy efficient Light Emitting Diode (LED) technology has resulted in saving of 11 million units of electricity across TCS India operations.

The continued focus on Green IT and data center power management, has helped to reduce the Power Utilization Efficiency (PUE) of the 23 data centers to 1.66 from 1.67 in the last year. 22 of the 23 Data Centers have achieved the target PUE of 1.65. Data center / server room consolidation, higher rack utilization, UPS rationalization have been the key levers. The Company has also reduced the distributed IT power use by reducing the watts per seat from 200 to 85 over the last 3 years.

Research & Development (R&D): Specific areas in which R&D was carried out by the Company

TCS Research and Innovation is strongly aligned with the Company's vision of Growth and Transformation underpinned by Enterprise-wide Agile and the AI-powered Machine First Delivery Model™.

TCS continues to expand its foundational research, in core computing areas and the intersections with other sciences. New areas such as media and advertising, meta materials, quantum computing and sensing have been added. TCS Research engages with its ecosystem in many areas including AI and 5G. TCS Researchers presented 200+ papers in premier conferences and produced books and book chapters through the year. The Company released its second book of essays entitled ‘Reimagining Research' describing several of its key research projects.

Research and innovation teams worked with customers on several new ideas aligned with their business. Examples include: value addition through AI for a retailer's supply chain; robots to spot blast holes for a mining company; forklift damage detection using augmented reality for a forklift rental business; collusion and spoofing prevention methods for clearinghouses; foreign particle detection in steel manufacture; customer lifecycle value optimization with a digital twin for a communication service provider; multiscale modelling of digital skin for a pharma company.

The contribution to TCS' 3P vision of patents, products and platforms continues. Ignio™, a cognitive automation solution, was significantly enhanced this year. TCS MasterCraft™ products have 110+ active customers. New features added this year include TransformPlus for application translation and cloud migration, and DataPlus for personal data protection in India. Jile™ 4.0, a new version of the flexible, agile planning and delivery offering was launched. A healthy pipeline of assets moved through the New Products and Services Development governance framework.

TCS Pace Port™ delivers speedy, collaborative innovation to customers by providing access to COIN accelerators and academic research, in agile workspaces with innovation showcases. TCS Pace Port™ New York, located in the Tata Innovation Center at Cornell Tech campus, was launched. It focuses on retail, travel, transportation, hospitality and life sciences industries. TCS Pace Port Tokyo completed a year in November 2019 and continues to grow in terms of customer visits and downstream innovation led engagements.

The Company leveraged both the academic research ecosystem and the emerging technology ecosystem for collaborative research as part of its Co-Innovation (TCS COIN^TM) Program. It has 50+ projects in emerging technologies with global academic institutes. The emerging tech COIN program is embedding itself in customer projects.

The Company continued to foster the culture of innovation, with one crowdsourced innovation event a week. The TCS Innovista competition attracted 6,500+ entries across business units.

TCS R&I remained closely connected to customers through events in different geographies. The TCS Innovation Forum was held in Tokyo, New York City, Sao Paulo and London attracted 700+ customers, partners and technology experts. Innovation Days for a number of customers were held through the year.

TCS won several awards related to intellectual property creation. TCS Advanced Drug Development (ADD), TCS Optumera and the SMU-TCS iCity Lab's SHINESeniors project have won prestigious awards.

As of March 31, 2020, the Company has applied for 5,216 patents cumulatively. The Company has been granted 1,341 patents.

Future Plan of Action

TCS Research and Innovation will enable scaling of the Patents, Products and Platforms strategy across the organization and align with the Company's focus on growth and transformation. Engagement with all business units 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. These R&D centers, as certified by Department of Scientific & Industrial Research (DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai.

Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2020 and FY 2019 are given below:

(Rs. crore)

Foreign exchange earnings and outgo

Export revenue constituted 93.4 percent of the total unconsolidated revenue in FY 2020 (93.3 percent in FY 2019).

(Rs. crore)

29. Acknowledgments

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 regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Directors appreciate and value the contribution made by every member of the TCS family.