Financial Statements Prepared in Accordance With US GAAP - Fiscal 2010
Financial Statements Prepared in Accordance With US GAAP - Fiscal 2010
CMYK
Board of Directors
R N Tata (Chairman)
S Ramadorai (Vice Chairman)
N Chandrasekaran (CEO & Managing Director)
Aman Mehta
V Thyagarajan
Prof. Clayton M Christensen
Dr. Ron Sommer
Laura M Cha
S Mahalingam (CFO & Executive Director)
Phiroz Vandrevala (Executive Director)
Dr. Vijay Kelkar
Ishaat Hussain
Company Secretary
Suprakash Mukhopadhyay
Statutory Auditors
Deloitte Haskins & Sells
US GAAP Auditors
Deloitte Haskins & Sells
Registered Office
9th Floor, Nirmal Building
Nariman Point, Mumbai 400 021
Tel : 91 22 6778 9595
Fax : 91 22 6778 9660
Website : www.tcs.com Registrars & Transfer Agents
TSR Darashaw Limited
Corporate Office 6-10, Haji Moosa Patrawala Industrial Estate
TCS House 20, Dr. E. Moses Road, Mahalaxmi
Raveline Street, Fort Mumbai 400 011
Mumbai 400 001 Tel : 91 22 6656 8484
Tel : 91 22 6778 9999 Fax : 91 22 6656 8494
Fax : 91 22 6778 9000 E-mail: [email protected]
Email: [email protected] Website: www.tsrdarashaw.com
1
Annual Report 2009-10
Management Team
Function Name
Corporate
CEO N Chandrasekaran
CFO S Mahalingam
Corporate Affairs Phiroz Vandrevala
Global Human Resources Ajoyendra Mukherjee
Geography Heads
Europe A S Lakshminarayanan
Functions
Finance B Sanyal
V Ramakrishnan
Pauroos Karkaria
G S Lakshminarayanan
Rajesh Gopinathan
Security R K Raghavan
2
Management Team
Function Name
Service Units
Alliances K Jayaramakrishnan
3
Annual Report 2009-10
The Company’s financial year ends on March 31. All references to a particular financial year are to the twelve-month
period ended March 31 of that year.
Highlights
In fiscal 2010, revenues aggregated $6.3 billion. Revenues from information technology and consultancy services were
$6.1 billion - a growth of 6.06% over $5.8 billion in fiscal 2009.
In fiscal 2010, net income aggregated $1.5 billion - a growth of 29.24% over $1.1 billion in fiscal 2009.
On June 12, 2009, the shareholders approved a bonus issue of 978.6 million equity shares. The bonus issue is in the
nature of a stock split, effected in the form of one additional share issued for every share held.
For the first three quarters, the Company has paid a total interim dividend of $0.12 (Rs.6) per equity share. On
April 19, 2010, the Board of Directors recommended, for approval of shareholders, a final dividend of $0.09 (Rs.4) per
share and a special dividend of $0.22 (Rs.10) per share. If approved, the total dividend for fiscal 2010 would aggregate
$0.43 (Rs.20) per share, including the three interim quarterly dividends. The resultant payout ratio would be
81.60% of the unconsolidated profits of the Company for fiscal 2010.
Note 2 of ‘Notes to Consolidated Financial Statements’ gives the details of the significant accounting policies used for
the preparation and presentation of the financial statements.
These financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“US GAAP”).
Certain prior-year amounts have been reclassified to conform to current year presentation.
The functional currency of Tata Consultancy Services Limited and its Indian subsidiaries is the Indian rupee, whereas
the functional currency of foreign subsidiaries is the currency in their countries of incorporation.
The accompanying financial statements are reported in US dollars.
Estimates and assumptions used in the preparation of the consolidated US GAAP financial statements
The preparation of financial statements in conformity with US GAAP requires the management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at
the date of these financial statements and the reported amounts of revenues and expenses for the years presented.
Actual results could differ from the estimates.
Areas in which significant judgments and estimates are used include, but are not limited to:
• estimated costs for completion of fixed price contracts
• allowances for uncollectible accounts receivable
• useful lives of tangible and intangible assets
• impairment assessment of goodwill, other intangible assets and long-lived assets
• purchase price allocation on acquisition of business
• retirement benefits and
• income taxes.
4
Results of operations
5
Annual Report 2009-10
Revenues
The Company derives its revenues primarily from information technology and consultancy services, including software
development services, implementation and other related services, re-licensing of third party software products and
sales, licensing and sale of its own software, business process outsourcing, sale and maintenance of equipment.
• the ability of the Company to secure business from existing and new clients
• on delivery of products and services that meet the changing IT needs of these clients
• the proportion of work performed at overseas locations and the work performed at its facilities in India.
The Company provides its consultancy services either on turnkey / fixed-price-fixed-time basis or time and material
basis. When bidding for turnkey engagements, the Company endeavors to accurately estimate the costs and timing of
completion of the projects, based on the processes it plans to use, the employees it plans to deploy and past project
experience. For turnkey contracts, the Company bears the risk of cost and time overrun including delays caused by
factors beyond its control.
The growth of 6.06% in information technology and consultancy services revenues has come through an increased
demand in some of the industry segments. Revenues from existing clients constituted 97.48% of revenues in fiscal 2010
(97.14% of revenues in fiscal 2009).
6
Composition of revenues by currency
% of revenues
Revenues by segments
Banking, financial services and insurance (BFSI) continues to be the Company’s largest industry practice. In spite of the
financial difficulties faced by customers in fiscal 2010, primarily in the BFSI segment, the Company’s revenues from this
segment have remained strong. Impressive improvement has been seen in Retail and distribution and also in verticals
like Life sciences and healthcare, Energy and utilities included in ‘Others’ reported above. Revenues from Manufacturing
and Telecom industry practice were affected adversely due to the economic slowdown in significant markets.
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Annual Report 2009-10
Over the last three years, the Company expanded its footprint in Iberoamerica, Middle-East and Africa. Although the
economic conditions in North America were adversely affected, our focus on customer needs has resulted in growth
in volume of business in this geography. The economic slowdown as well as the adverse foreign exchange fluctuations
contributed to the lower growth in Europe and United Kingdom.
% of revenues
The Company’s relatively newer service offerings such as Infrastructure services, Assurance services and Business process
outsourcing have shown significant growth. The increase in revenues from BPO is mainly attributable to the acquisition
of TCS e-Serve Limited in December 2008. The decline in Business intelligence and Enterprise solutions is attributable
to the general business conditions and reduction in discretionary spending by customers.
% of international revenues
The movement from onsite to offshore and GDC was the result of strategic action by the Company to meet customer
expectations for lower costs and also to increase margins. This has resulted in substantial increase in offsite revenues
(48.81% in fiscal 2009; 56.69% in fiscal 2010). The corresponding decrease in onsite revenues was from 51.19% in
fiscal 2009 to 43.31% in fiscal 2010.
% of international revenues
8
Expenditure
Cost of revenues of the Company consists of cost of information technology and consultancy services and cost of
equipment and software licenses.
Cost of information technology and consultancy services consists primarily of compensation of personnel engaged
in providing consultancy services, employee allowances, payroll related taxes, client specific training expenses, travel
expenses, depreciation and amortization of equipment and software, rental expenses, losses incurred on fixed price
contracts and communication expenses in relation to delivery of equipment and development of IT services. Cost of
services also includes payments to subcontractors, who are consultants hired in order to meet client demand and / or
to address specific skill requirements.
Employee cost includes salaries, which comprise fixed component of employee compensation, variable compensation
based on the Economic Value Addition (EVA), foreign allowances, employee payroll taxes, staff welfare cost and
contribution to retirement funds such as provident fund, social security benefits and other employee benefit funds.
The Company engages in extensive training of new hires as well as periodic training of existing employees to upgrade
their skills. Training costs for existing employees are categorized as cost of services if training is related to a particular
project; otherwise such costs are considered as selling, general and administrative expenses.
The Company’s cost of revenues composition and growth are shown below:
The significant items of cost of information technology and consultancy services are given below.
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Annual Report 2009-10
The total cost of information technology and consultancy services as a percentage of total revenues decreased from
52.31% in fiscal 2009 to 51.13% in fiscal 2010. This decrease was mainly due to:
• decrease in foreign travel costs (0.89% in fiscal 2010, 1.17% in fiscal 2009) primarily due to:
• increase in headcount in fiscal 2010 (Gross headcount addition was 38,063; net headcount addition was 16,668)
• higher variable allowances included in salaries (4.29% in fiscal 2010 ; 4.12% in fiscal 2009)
Other expenses as a percentage of revenues were at 3.62% in fiscal 2010 as compared to 4.13% in fiscal 2009. The
decrease is primarily attributable to:
• lower rates and taxes (0.03% in fiscal 2010; 0.12% in fiscal 2009)
• lower software expenses for internal use (0.60% in fiscal 2010; 0.74% in fiscal 2009).
10
Cost of equipment and software licenses
Cost of equipment and software licenses consist of computer equipment and software licenses that the Company sells
and includes inward shipping and insurance costs. Expenditure on account of cost of equipment and software licenses
has decreased to $170.8 million in fiscal 2010 (2.70% of revenues) from $196.3 million in fiscal 2009 (3.26% of total
revenues). The decrease is on account of fewer systems integration projects executed by the Company during fiscal 2010.
Gross profit
Gross profit increased to $2,927.1 million in fiscal 2010 (46.17% of revenues in fiscal 2010) from $2,672.7 million in
fiscal 2009 (44.43% of revenues in fiscal 2009). Gross profit margin has increased in fiscal 2010 as compared to
fiscal 2009, since the increase in cost of revenues (COR) could be controlled at 2.07% over fiscal 2009, compared to the
growth of revenues of 5.38% over fiscal 2009.
Operating expenses
The Company’s operating expenses include selling, general and administrative (SG&A) expenses and research and
development (R&D) expenses.
The Company’s SG&A expenses primarily comprise compensation for employees in sales, administration and other
functions not directly engaged in the IT services delivery process. SG&A also includes expenditure on depreciation
and amortisation of client-related intangibles and software, insurance, utilities and rental expenses for administrative
offices, business promotion expenses, allowances for uncollectible receivables, travel expenses, legal and professional
fees, marketing expenses and other general expenses.
Compensation and other costs relating to employees not allocated to client projects are included in SG&A expenses.
Training costs for new hires are considered as SG&A expenses.
Operating expenses as a percentage of revenues have decreased by 1.09% in fiscal 2010 as compared to fiscal 2009.
The decrease is attributable to reduction in SG&A expenses partially offset by increase in R&D expenses.
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Annual Report 2009-10
SG&A expenses other than employee costs decreased from 8.03% of revenues in fiscal 2009 to 7.60% in fiscal 2010. The
decrease is primarily attributable to successful cost management initiatives undertaken across the Company. Significant
decrease was recorded in travel and conveyance, communication expenses and other expenses (primarily contributed
by reduction in advertisement expenses and training and recruitment expenses).
Employee costs in SG&A expenses
Employee costs in SG&A expenses as a percentage of total revenues decreased from 12.54% in fiscal 2009 to 11.76%
in fiscal 2010. The decrease is attributable to the Company’s use of offshore leverage resulting in decrease in foreign
living allowances (1.47% of fiscal 2010 revenues; 2.28% of fiscal 2009 revenues).
12
Research and development (R&D) expenses
The Company’s R&D expenses include all expenditure incurred in various research and development centers in India,
which includes employee cost of research personnel, infrastructure maintenance costs and all other expenditure required
to carry on research and development activities.
R&D expenses in fiscal 2010 were $18.3 million ($10.3 million in fiscal 2009). The increase of 77.67% in R&D expenditure
in fiscal 2010 is mainly due to increase in expenditure on R&D and innovation projects having potential revenue
generating capabilities. Some of these projects have been certified by Department of Scientific & Industrial Research
of Government of India.
Operating income
The Company’s operating income in fiscal 2010 was higher by 18.02% at $1,681.6 million as compared to
$1,424.9 million in fiscal 2009. As a percentage of total revenues, the Company’s operating profit margin was 26.52% in
fiscal 2010 (23.69% in fiscal 2009).
The increase in operating profit margin in fiscal 2010 is attributable to the increase in gross profits and decrease in the
operating expenses, as discussed earlier.
Details of derivative financial instruments as at March 31, 2010 and March 31, 2009 are disclosed in Note 26 of the
‘Notes to Consolidated Financial Statements’. The policies on derivative financial instruments have been brought out
in item 2(u) of the ‘Notes to Consolidated Financial Statements’.
13
Annual Report 2009-10
Other income includes interest and dividend income, foreign currency exchange gains and losses, profit / loss on sale of
investment, income from rent and miscellaneous income. Other expenses include interest expense on bank overdraft
and debt.
The details of other income / (expense) are given in the table below:
The increase in interest income in fiscal 2010 is mainly attributable to investments in fixed deposits and other
interest-bearing instruments including debentures.
Exchange (loss) / gain of $(39.1) million, $(166.9) million and $124.5 million have been recognised in earnings of
fiscal 2010, 2009 and 2008 respectively.
The decrease in the foreign exchange loss (net) in fiscal 2010 is attributable primarily to lower losses incurred on the
‘forward and option hedging contracts’. (Loss) / gain from hedging instruments during fiscal 2010, 2009 and fiscal 2008
were $(13.7) million, $(218.0) million and $131.0 million respectively and balance was on account of revaluation of all
current assets and liabilities in foreign currencies.
Income tax
Income tax expense comprises of current tax expense and net changes in deferred tax assets or liabilities.
Currently, TCS Limited benefits from certain tax incentives under section 10A of the Indian Income Tax Act 1961, for the
export of IT services that it provides from specially designated Software Technology Parks in India (STPs), and other eligible
units located in designated Special Economic Zones (SEZs). As a result of these incentives, the Company’s operations
have been subjected to relatively low tax liability in India. These benefits for some of the Company’s units have started
expiring from April 1, 2005. Under current laws, the tax incentives available to the STP units would terminate after ten
years from commencement of operation of the respective units or March 31, 2011, whichever is earlier.
14
Income tax expense analysis is given in the table below:
The increase in effective tax rate for fiscal 2010 as compared to fiscal 2009 is primarily attributable to:
• increase in tax provision for Tata Consultancy Services Limited primarily as a result of expiry of tax holiday for
certain STP units
• increase in the profit of our subsidiary in USA resulting in a higher tax provision
The effective tax rate is lower than the current corporate tax rate in India (33.22%), primarily due to the tax benefits
applicable to the STPs and SEZs that the Company operates from.
Net income
Net income of the Company for fiscal 2010 is $1,469.1 million. Details of net income are shown below:
The increase in net income as percentage of revenues (23.17% in fiscal 2010; 18.90% in fiscal 2009) is attributable to
the increase in operating income, increase in net other income, offset by higher income tax expense as discussed earlier.
The increase in net income attributable to TCS Limited as percentage of revenues (22.93% in fiscal 2010; 18.68% in
fiscal 2009) is due to the increase in net income, offset by marginally higher net profits attributable to minority
shareholders in two of the subsidiaries in India.
15
Annual Report 2009-10
Segment results
In order to manage the global operations more effectively, the organization was restructured and the internal review
processes were realigned around industry practice. Consequently, industry practice is now considered as the reportable
segment.
The Company’s segment-wise operating performance are analyzed in terms of revenues, expenses directly attributable
to the segments, allocable expenses and segment results.
16
(in millions of USD)
The largest segment is the Banking, financial services and insurance (BFSI). This constituted 44.93% of the
Company’s revenues in fiscal 2010 and has contributed 44.37% of total segment results in fiscal 2010. BFSI has shown
satisfactory growth in terms of volume as well as profitability, even though customers in this segment were affected
relatively more during the economic slowdown.
(in millions of USD)
The second largest segment for the Company is Telecom which constituted 14.53% of the Company’s revenues in
fiscal 2010 and contributed 15.87% of total segment results. Telecom witnessed pull back in terms of volume. Some of
the major customers cut down their spending on outsourcing. However, the Company put multiple levers into play in
order to manage operations more effectively and improved the overall profitability.
(in millions of USD)
The third largest segment for the Company is Retail and distribution. This segment constituted 10.60% of the
Company’s revenues in fiscal 2010 and has contributed 10.22% of total segment results. Retail segment has shown
substantial improvement over last fiscal. Volume grew by 26.63%, with an impressive improvement in profitability.
17
Annual Report 2009-10
The fourth largest segment for the Company is Manufacturing which constituted 8.10% of the Company’s revenues in
fiscal 2010 and has contributed 8.71% of total segment results. Manufacturing lagged in terms of volume of business.
Major customers in this segment, primarily in automobile and aerospace sectors were worst affected by the economic
slowdown. However, the segment improved its profitability by superior cost management and transformational
initiatives undertaken for major customers.
• Hi-Tech
• S-Governance
• Miscellaneous
‘Others’ segment constituted 21.84% of the Company’s revenues in fiscal 2010 and has contributed 20.83% of total
segment results. The combined performance of ‘Others’ segment reflected a moderate growth in volume and an
impressive improvement in profitability.
18
Financial position
The Company’s growth has been financed largely by cash generated from operations.
As at March 31, 2010, the Company had cash and cash equivalents of $228.2 million as compared to $288.2 million as
at March 31, 2009.
The Company believes that it has sufficient cash from operations to meet its working capital requirements. In addition,
it has short-term working capital facilities with various commercial banks. The available lines of credit with banks were
$246.8 million as at March 31, 2010.
Working capital
As at March 31, 2010, the Company had $1,794.9 million in working capital as compared to $1,086.4 million as at
March 31, 2009.
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Annual Report 2009-10
The ratio of working capital to capital employed increased to 36.87% as at March 31, 2010 as compared to 32.99% as
at March 31, 2009, while working capital to total assets ratio increased to 29.19% as at March 31, 2010 as compared
to 24.09% as at March 31, 2009.
Cash flows
The Company’s cash flows from operating, investing and financing activities as reflected in the consolidated statement
of cash flows are summarised below:
20
Cash flows from operating activities
(In millions of USD)
Net cash used in investing activities was $1,196.7 million in fiscal 2010 ($755.5 million in fiscal 2009).
• purchase of subsidiaries including additional consideration of $2.6 million in fiscal 2010 ($497.9 million in
fiscal 2009)
• inflow on account of purchase price adjustment of $9.5 million in fiscal 2010 in respect of one of the subsidiaries
• purchase of available-for-sale investments such as mutual funds, net of disposals, of $139.4 million (proceeds from
available-for-sale investments, net of purchases, of $211.8 million in fiscal 2009)
• investments in bank fixed deposits, predominantly short-term in nature, of $538.5 million in fiscal 2010
($213.8 million in fiscal 2009)
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Annual Report 2009-10
The most significant item is outflows on account of dividend, which has gone up in fiscal 2010 to $410.7 million
($345.7 million in fiscal 2009). Other items include repayment of debt of $100.0 million during fiscal 2010 by one of
our subsidiaries in the USA.
Short-term debt
The changes in short-term debt as at March 31 for the year ended 2010 are shown below:
Foreign currency bank loan of $100 million taken by Company’s subsidiary in the USA was repaid by the subsidiary in
fiscal 2010.
As part of the agreement with Pearl Group Services Limited (‘Pearl’), Tata Consultancy Services Limited has a call
option to buy the minority interest of 24% in the Company’s subsidiary Diligenta Limited, at a fixed price at the end
of the fourth year and ‘Pearl’ has a put option to sell the shares to the Company at the same price at the end of fifth
year. Since the option could mature in less than one year, the liability has been considered as short-term debt as on
March 31, 2010 (considered as long-term debt as on March 31, 2009, as period of maturity was more than one year).
During the fiscal 2008, Tata Consultancy Services Limited arranged an unsecured long-term debt of $24.9 million by
issuance and allotment of 1,000 million ‘redeemable preference shares’. This debt would be redeemable at par at the
end of six years from the date of allotment, but may be repayable at any time after 3 years from the date of allotment
at the option of the debt holder. The debt has been considered as a current liability as on March 31, 2010 (since the
period of maturity was more than one year as on March 31, 2009 the debt was then considered as a non-current liability).
This debt carries a fixed and variable cumulative dividend liability as disclosed in note 17 of the notes to consolidated
financial statements.
22
Long-term debt
The Company’s long-term debt as at March 31, 2010 was $2.4 million ($34.7 million as at March 31, 2009).
The changes in long-term debt as at March 31, 2010 are shown below:
Shareholders’ equity
Equity shares
Issued and fully paid-up share capital was $21.5 million as at March 31, 2009. Post the issue of stock dividend in the
ratio of 1:1, the issued and fully paid-up share capital has increased to $41.8 million as at March 31, 2010.
Balance in AOCI, as at March 31, 2009 was a net loss of $556.5 million, which has reduced to a net loss of $23.7 million
as at March 31, 2010.
Retained earnings
Retained earnings were $3,073.9 million as at March 31, 2009 and have increased to $4,116.8 million as at
March 31, 2010. This increase is due to addition of net income attributable to TCS Limited of $1,453.6 million for
fiscal 2010 and dividend payouts of $410.7 million (including tax on dividend) during fiscal 2010.
Assets
Investments
Investments as at March 31, 2010 were $842.0 million ($339.6 million as at March 31, 2009). Investments were made
primarily in various mutual funds and debentures. Available-for-sale investments, primarily mutual funds at fair value were
$570.1 million as at March 31, 2010 ($320.2 million as at March 31, 2009). Other categories of investments held by the Company
were ‘investments held-to-maturity, at amortized cost’ of $270.8 million as at March 31, 2010, including debentures of
$268.9 million ( $18.3 million as at March 31, 2009).
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Annual Report 2009-10
Property, plant and equipment, net, increased to $928.4 million as at March 31, 2010 from $738.9 million as at
March 31, 2009. This includes capital work-in-progress of $210.1 million as at March 31, 2010 ($125.1 million as at
March 31, 2009).
Significant net increases are in the following asset categories arising out of TCS capital expenditure program to meet
its increasing business requirements:
• land and buildings ($531.2 million as at March 31, 2010; $424.5 million as at March 31, 2009)
• computer equipment ($356.4 million as at March 31, 2010; $269.2 million as at March 31, 2009)
• furniture, fixtures and office equipment ($337.0 million as at March 31, 2010; $262.7 million as at
March 31, 2009).
Risks
Vulnerability from concentration occurs when entities fail to diversify in order to mitigate risks. The financial risks the
Company is exposed to, among others, are in the areas of
(c) concentration of cash and cash equivalents and bank deposits in geographies.
% of international revenues
Additional details of concentrations of credit risks are disclosed in Note 5 of the ‘Notes to Consolidated Financial
Statements’.
CAUTIONARY STATEMENT
Certain statements made in the Management Discussion and Analysis Report relating to the Company’s
objectives, projections, outlook, expectations, estimates, etc. may constitute ‘forward looking statements’
within the meaning of applicable laws and regulations. Actual results may differ from such expectations,
projections, etc., whether express or implied. Several factors could make significant difference to the
Company’s operations. These include climatic conditions and economic conditions affecting demand and
supply, government regulations and taxation, natural calamities, etc. over which the Company does not
have any direct control.
24
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Shareholders of
Tata Consultancy Services Limited:
We have audited the accompanying consolidated balance sheets of Tata Consultancy Services Limited and its
subsidiaries (collectively referred to as “TCS Limited” or the “Company”) as of March 31, 2009 and 2010, and the
related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in
the three-year period ended March 31, 2010, all expressed in US dollars. These consolidated financial statements are
the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated
financial position of TCS Limited as of March 31, 2009 and 2010, and the consolidated results of its operations and
its cash flows for each of the years in the three-year period ended March 31, 2010, in conformity with accounting
principles generally accepted in the United States of America.
Mumbai, India
25
Annual Report 2009-10
26
Consolidated Statements of Income
For the years ended March 31, 2008, 2009 and 2010
Year ended Year ended Year ended
March 31, 2008 March 31, 2009 March 31, 2010
(In millions of USD, except shares and per share data)
Revenues:
Information technology and consultancy services $5,339.5 $5,789.3 $6,140.3
Sale of equipment and software licenses 294.9 226.4 199.0
Total revenues 5,634.4 6,015.7 6,339.3
Cost of revenues:
Cost of information technology and consultancy
services 2,901.0 3,146.7 3,241.4
Cost of equipment and software licenses 242.4 196.3 170.8
Total cost of revenues 3,143.4 3,343.0 3,412.2
Gross profit 2,491.0 2,672.7 2,927.1
Operating expenses:
Selling, general and administrative expenses 1,200.9 1,237.5 1,227.2
Research and development expenses 14.1 10.3 18.3
Total operating expenses 1,215.0 1,247.8 1,245.5
Operating income 1,276.0 1,424.9 1,681.6
Other income / (expense):
Interest income 14.1 22.4 44.6
Interest expense (11.3) (11.5) (11.4)
Equity in net earnings of affiliates 0.2 (0.2) (0.2)
Other non-operating income / (expense), net 168.4 (108.5) 15.6
Other income, net 171.4 (97.8) 48.6
Income before income taxes 1,447.4 1,327.1 1,730.2
Income tax expense 187.5 190.4 261.1
Net income 1,259.9 1,136.7 1,469.1
Net income attributable to non-controlling inter- (10.6) (12.9) (15.5)
ests
Net income attributable to TCS Limited $1,249.3 $1,123.8 $1,453.6
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Annual Report 2009-10
Number of Equity Additional Accumulated Retained Total TCS Non- Total Compre-
shares share paid-in- other earnings Share- controlling hensive
capital capital comprehensive holders’ interest income
(loss) / income equity
Balance as of March 31, 2007 978,610,498 $21.5 $546.7 $76.7 $1,417.8 $2,062.7 $48.8 $2,111.5
Cumulative effect of
change in accounting
principle in respect of
uncertain tax positions (1.3) (1.3) (1.3)
Acquisition of subsidiary (5.0) (5.0)
Sale of subsidiary shares to
non-controlling interest 0.8 0.8
Net income 1,249.3 1,249.3 10.6 1,259.9 $1,259.9
Unrealised gain on
available-for-sale securities,
net of realised earnings
and taxes 4.7 4.7 4.7 4.7
Foreign currency
translation adjustment 168.3 168.3 3.8 172.1 172.1
Effective portion of loss on
derivative instruments (22.2) (22.2) (22.2) (22.2)
Employee benefit plans,
net of tax (4.2) (4.2) (4.2) (4.2)
Balance as of March 31, 2008 978,610,498 $21.5 $546.7 $223.3 $2,295.8 $3,087.3 $57.3 $3,144.6
Acquisition of subsidiary 4.5 4.5
Sale of subsidiary shares to
non-controlling interest 0.9 0.9
Net income 1,123.8 1,123.8 12.9 1,136.7 $1,136.7
Unrealised loss on
available-for-sale securities,
net of realised earnings
and taxes (2.4) (2.4) (2.4) (2.4)
Foreign currency
translation adjustment (631.3) (631.3) (11.8) (643.1) (643.1)
Effective portion of loss on
derivative instruments (140.9) (140.9) (140.9) (140.9)
Employee benefit plans,
net of tax (5.2) (5.2) (5.2) (5.2)
Balance as of March 31, 2009 978,610,498 $21.5 $546.7 $(556.5) $3,073.9 $3,085.6 $61.5 $3,147.1
28
Consolidated Statements of Changes in Shareholders’ Equity (continued)
For the years ended March 31, 2008, 2009 and 2010
Share Capital
Number of Equity Additional Accumulated Retained Total TCS Non- Total Compre-
shares share paid- in- other earnings Share- controlling hensive
capital capital comprehensive holders’ interest income
(loss) / income equity
Balance as of March 31, 2009 978,610,498 $21.5 $546.7 $(556.5) $3,073.9 $3,085.6 $61.5 $3,147.1
Sale of subsidiary shares to
non-controlling interest 0.2 (0.1) 0.1 1.0 1.1
Net income 1,453.6 1,453.6 15.5 1,469.1 $1,469.1
Unrealised loss on available-
for-sale securities, net of
realised earnings and taxes (3.5) (3.5) (3.5) (3.5)
Foreign currency translation
adjustment 382.3 382.3 8.5 390.8 390.8
Effective portion of gain
on derivative instruments,
net of tax 150.4 150.4 0.4 150.8 150.8
Employee benefit plans,
net of tax 3.7 3.7 3.7 3.7
Comprehensive income $2,010.9
Issue of stock dividend 978,610,498 20.3 (20.3)
Dividends paid, including
tax on dividend (410.7) (410.7) (2.7) (413.4)
Balance as of March 31, 2010 1,957,220,996 $41.8 $526.6 $(23.7) $4,116.8 $4,661.5 $84.2 $4,745.7
29
Annual Report 2009-10
30
Consolidated Statements of Cash Flows (continued)
For the year ended March 31, 2008, 2009 and 2010
Year ended Year ended Year ended
March 31, 2008 March 31, 2009 March 31, 2010
(In millions of USD)
Cash flows from financing activities:
Proceeds from issuance of long-term debt - 1.0 0.3
Repayment of short-term debt - - (100.0)
Repayment of long-term debt - (0.2) (0.3)
Net change in bank overdrafts and cash
credits (6.6) (11.5) 12.0
Proceeds from issuance of mandatorily
redeemable preference shares with
Tata Sons Limited, net of expenses 24.5 - -
Dividends paid by subsidiaries (1.7) (2.3) (2.7)
Dividends paid (370.0) (345.7) (410.7)
Proceeds from issue of shares to
non-controlling interests by subsidiaries 0.8 0.9 1.1
Net cash used in financing activities (353.0) (357.8) (500.3)
Net change in cash (40.0) 71.6 (80.5)
Effect of foreign exchange on cash 23.3 (49.5) 20.5
Cash and cash equivalents,
beginning of the year 282.8 266.1 288.2
Cash and cash equivalents,
end of the year $266.1 $288.2 $228.2
Supplementary cash flow information:
Interest paid $6.5 $6.9 $5.0
Income taxes paid $265.8 $246.1 $404.7
Supplementary disclosure of cash flow
non-cash investing activities:
Payable for purchase of property,
plant and equipment $13.8 $4.0 $5.6
31
Annual Report 2009-10
32
d. Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent
assets and liabilities at the date of these financial statements and the reported amounts of revenues and
expenses for the years presented. Actual results could differ from these estimates. Material estimates in
these financial statements that are susceptible to change as more information becomes available include
costs to complete for fixed price contracts, allowances for uncollectible accounts receivable, useful lives
of intangible and tangible assets, impairment assessments of goodwill and long-lived assets, retirement
benefits and income taxes.
e. Revenue recognition
TCS Limited earns revenues primarily from providing information technology and consultancy
services, including services under contracts for software development, implementation and other related
services, re-licensing of third party software products and sales, licensing and sale of its own software,
business process outsourcing and maintenance of equipment.
TCS Limited recognises revenue as follows:
Revenues from bundled contracts that involve supplying computer equipment, licensing software
and providing services are recognised separately for each of the elements based on the nature of each
element and their proportional fair values. The fair value of each element is determined by reference to
the price charged when the same element is sold separately.
Revenues from contracts priced on a time and material basis are recognised as services are rendered
and as related costs are incurred.
Revenues from software development contracts, which are generally time bound fixed
price contracts, are recognised over the life of the contract using the percentage-of-completion
method, with contract costs determining the degree of completion. Revenue recognition using the
percentage-of-completion method in conformity with American Institute of Certified Public Accountants’
Statement of Position No. 81-1 (subsequently codified under ASC 605-35-05-01), is based on the guidance in
Statement of Position 97-2, Software Revenue Recognition (subsequently codified under ASC 985-605-05),
to account for revenues under fixed price arrangements for software development and related services.
Losses on such contracts are recognised when probable. Revenues in excess of billings are recognised as
unbilled revenues in the balance sheet; to the extent billings are in excess of revenues recognised, the
excess is reported as unearned and deferred revenue in the balance sheet.
Revenues from business process outsourcing contracts priced on the basis of time and material or
unit of delivery are recognised as services are rendered or the related obligation is performed.
Revenues from the sale of computer equipment are recognised upon delivery, which is when title
passes to the customer. TCS Limited acts as a reseller of third party computer equipment products; such
revenues are reported gross as TCS Limited acts as a principal, has pricing authority and bears inventory
and credit risk.
Revenues from the sale of internally developed and manufactured systems and third party software
products which do not require significant modification are recognised upon delivery of a license, which
is when the absolute right to use passes to the customer and TCS Limited does not have any material
remaining service obligations. TCS Limited acts as a relicensor of third party software licenses. Revenues
from such products are reported gross as TCS Limited acts as a principal, has pricing authority and bears
inventory and credit risk.
Revenues from maintenance contracts and from finite period software licenses granted are recognised
on a pro-rata basis over the period of the contract.
TCS Limited recognises volume discount obligations as a reduction of revenue in proportion to the
revenue recognised from the customer to the total expected revenue.
33
Annual Report 2009-10
All revenues are recognised only when collectability of the resulting receivable is reasonably assured,
and are reported net of discounts and indirect and service taxes.
f. Cost recognition
Costs and expenses are recognised when incurred and have been classified according to their primary
functions in the following categories:
These costs primarily include employee compensation of personnel when engaged in providing
services, travel expenses, employee allowances, payroll related taxes, client specific training expenses,
depreciation and amortisation of production related equipment and software, rental expenses, losses
incurred on fixed price contracts and communication costs.
These costs consist of the cost of resold computer equipment and re-licensed software, and include
inward shipping and insurance costs.
Selling costs primarily include employee compensation for sales and marketing personnel, travel
costs, advertising, business promotion expenses, allowances for delinquent receivables, outward shipping
expenses, rental expenses for sales and marketing offices and market research costs.
General and administrative costs primarily include employee compensation for administrative,
supervisory, managerial and practice management personnel, depreciation and amortisation of
non-production equipment and software, rental expenses for administrative offices, insurance, electricity,
telecommunication costs, legal and professional fees, impairment of goodwill, long-lived assets and
intangibles, valuation allowances and other general expenses.
Research and development (R&D) expenses include all costs relating to TCS Limited’s research and
development center and costs incurred for the development of software to be sold.
The R&D center’s expenses primarily consist of employee compensation for research personnel,
facilities expenses for the R&D center and the cost of software and equipment for which there is no future
use within the enterprise. Property, plant and equipment that have an alternative future use within the
enterprise are capitalised and depreciated over their estimated useful lives.
g. Foreign currency
The functional currency of Tata Consultancy Services Limited and its Indian subsidiaries is the
Indian Rupee, whereas the functional currency of foreign subsidiaries is the currency in their countries of
incorporation.
Foreign currency transactions are translated into the functional currency at exchange rates
prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities
are translated into the functional currency using exchange rates prevailing on the balance sheet dates.
Gains and losses arising on conversion of foreign currency denominated monetary assets and liabilities are
included in net income.
34
Assets and liabilities of entities with functional currency other than reporting currency have
been translated to the reporting currency using exchange rates prevailing on the balance sheet date.
Income statement items have been translated using the quarterly weighted average exchange rates.
Translation adjustments have been reported as a component of other comprehensive income in the
statement of changes in shareholders’ equity.
The consolidated financial statements have been presented in US Dollars as the reporting
currency. Effective April 1, 2008 TCS Limited changed its reporting currency to US Dollars from Indian
Rupees. The consolidated financial statements for fiscal 2008 have been retrospectively revised to reflect
US Dollar as the reporting currency. Change in reporting currency was to facilitate the investor’s ability to
evaluate TCS Limited’s performance and financial position in comparison to similar companies domiciled in
different foreign jurisdictions.
h. Income taxes
Income tax expense comprises current tax expense and the net change in the deferred tax asset or
liability during the year.
Current income taxes:
The current income tax expense includes Indian income taxes payable for
Tata Consultancy Services Limited’s worldwide operations after taking credit for benefits available for
operations in Software Technology Parks (or STPs) and Special Economic Zones (or SEZs) and export
earnings, and after offsetting benefits under double tax avoidance treaties for foreign taxes payable in
overseas jurisdictions.
The domestic operations are carried out through 34 “undertakings” established in STPs and
14 “undertakings” established in SEZs, which are separate entities under Indian income tax laws entitled
to tax holidays and other undertakings.
Current income tax is payable in each of Tata Consultancy Services Limited’s overseas branches and
is computed in accordance with the tax laws applicable in the jurisdiction in which each of the branches
operate. The amounts paid are generally available for offset as tax credits in India towards the income tax
liability computed on Tata Consultancy Services Limited’s worldwide income.
The current income tax expense for overseas subsidiaries has been computed based on the laws
applicable to each entity in the jurisdiction in which that entity operates.
Payments of advance taxes and income taxes payable in the same tax jurisdictions are offset.
Deferred income taxes:
Deferred tax assets and liabilities are recognised for the future tax consequences of temporary
differences between the carrying values of assets and liabilities and their respective tax bases, and
unutilised business loss carry forwards. Deferred tax assets and liabilities are computed separately for each
taxable entity in the consolidated enterprise and for each taxable jurisdiction. Valuation allowances are
recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realised
and are separately estimated at each such entity without offsetting.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which the temporary differences are expected to be received or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognised in the income statement in the
period of enactment of the change.
For domestic operations carried out in STPs and SEZs, deferred tax liabilities, if any, have been
established for the tax consequences of those temporary differences between the carrying values of assets
and liabilities and their respective tax bases that reverse after the tax holiday ends. No deferred tax asset
has been recognised for the reduction in taxes attributable to such tax holidays.
35
Annual Report 2009-10
For taxable entities and undertakings that are not entitled to tax holidays, deferred tax assets and
liabilities are recognised for the future tax consequences of temporary differences between the carrying
values of assets and liabilities and their respective tax bases, and operating loss carry forwards. Valuation
allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will
not be realised.
Uncertain tax position are recognised using the more likely-than-not threshold determined solely
based on technical merits that the tax positions will sustain upon examination. Tax positions that meet
the recognition threshold are measured as the largest amount of benefit that is greater than fifty percent
likely of being realised upon settlement with relevant taxing authority that has full knowledge of all
relevant information.
TCS Limited considers all highly liquid financial instruments including bank deposits, which are readily
convertible into cash and have original maturities of three months or less from the date of purchase, to be
cash equivalents.
Financial instruments that potentially subject TCS Limited to concentrations of credit risk principally
consist of cash and cash equivalents and bank deposits, accounts receivable, unbilled revenues and
investment in debentures issued by Tata Sons Limited and its subsidiary.
k. Inventories
Stores and spares inventories are stated at cost determined on a weighted average basis. Raw
materials, sub-assemblies and components are valued at lower of cost and market value and their costs are
determined on a weighted average basis.
Finished goods produced or purchased are stated at the lower of cost and market value. Cost is
determined using the specific identification method and includes direct material and labour costs and a
proportion of manufacturing overheads. Work-in-progress is stated at lower of cost or market value.
Obsolete or slow moving inventories are written down based on management’s specific analysis of
future sales forecast and economic conditions.
Purchased intangible assets, other than goodwill, consist of amounts allocated to customer
relationships on acquisition of a business, acquisition of intellectual property rights and acquired contract
rights. The intangible assets are amortised on a straight-line basis. The following table summarises the
nature of intangibles and the estimated useful lives.
36
reporting unit is considered not impaired; however if the carrying amount of the reporting unit exceeds
its fair value, the second step of the goodwill impairment test is performed to measure the impairment
loss, if any. TCS Limited uses an income-based approach to determine the fair value of the reporting unit
by estimating the present value of the future cash flows after considering current economic conditions
and trends, estimated future operating results and growth rates, and anticipated future economic and
regulatory conditions. When required to perform the second step, TCS Limited compares the implied fair
value of goodwill of reporting units with the carrying amount of that goodwill. If the carrying amount of
goodwill exceeds the implied fair value, an impairment loss equal to that excess amount is recognised, not
to exceed the goodwill carrying amount. TCS Limited determines the implied fair value of goodwill for a
reporting unit by assigning the fair value of the reporting unit to all of the assets and liabilities of that
unit (including any unrecognised intangible assets) as if the reporting unit had been acquired in a business
combination. The excess of the fair value of the reporting unit over the amounts assigned to its assets and
liabilities is the implied fair value of goodwill. This assignment process is only for the purpose of testing
goodwill impairment and TCS Limited does not adjust the carrying amount of the recognised assets and
liabilities (other than goodwill, if appropriate) or recognise previously unrecognised intangible assets in
the consolidated balance sheet as a result of this assignment process.
m. Investments
Equity securities and investments in mutual funds with readily determinable fair market values are
classified as available-for-sale securities and recorded at fair value. Unrealised gains and losses on such
securities, net of applicable taxes, are reported in accumulated other comprehensive income, a separate
component of shareholders’ equity. Realised gains and losses on sale of securities are recorded on the
trade date and the costs of investments sold are determined using the weighted average method.
Equity securities that do not have readily determinable fair market values are classified as
available-for-sale securities and accounted at original cost.
Declines in the fair values of investments below cost that are other than temporary are reflected
in earnings as realised losses. Fair values of equity securities carried at cost are estimated if there are
identified events or changes in circumstances that may have a significant adverse effect on the fair value
of the investment.
Debt securities for which management has the positive intent and ability to hold to maturity are
classified as held-to-maturity securities and are reported at amortised cost.
Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is
provided for property, plant and equipment so as to expense the cost over their estimated useful lives at
the following basis and rates:
37
Annual Report 2009-10
Depreciation is not recorded on capital work in progress until construction and installation are
complete and the asset is ready for its intended use.
Property, plant and equipment exclude computers and other assets individually costing $1,000
(Rs 50,000) or less which are not capitalised except when they are part of a larger capital investment
programme.
o. Impairment or disposal of long-lived assets (excluding goodwill)
Whenever events or circumstances indicate that the carrying amount of long-lived assets may not
be recoverable, TCS Limited subjects such assets to a test of recoverability based on the undiscounted cash
flows from use and disposition of the asset. If the asset is impaired, TCS Limited recognises an impairment
loss as the difference between the carrying value of the asset and fair value. As of March 31, 2009 and
2010, none of TCS Limited’s long-lived assets was considered impaired.
p. Compensated absences
TCS Limited provides for the cost of vacation earned but not taken, based on the number of days of
carry forward entitlement at each balance sheet date.
q. Long-term debt
TCS Limited reports long-term debt at the outstanding principal balance. Interest costs are accounted
for on accruals basis and charged to the statement of income using the effective interest method.
r. Earnings per share
Basic earnings per share are computed by dividing net income attributable to shareholders of
Tata Consultancy Services Limited by the weighted average number of equity shares outstanding during
the period. Tata Consultancy Services Limited did not have any potentially dilutive securities in any of the
periods presented.
s. Comprehensive income
Comprehensive income includes all changes in equity from transactions and other events and
circumstances from non-shareholder sources. Comprehensive income comprises unrealised gains and losses
on available-for-sale securities, translation adjustments arising on the translation of financial statements
from functional currency to reporting currency, effective portion of gain / loss on derivative instruments,
defined benefit pension and other post-retirement plans and net income.
t. Segment information
Consequent to the reorganisation of global operations with the objective of making industry
practice the focal point for performance evaluation and internal financial reporting and decision making,
TCS Limited has changed its segment information reporting to four business segments providing products
and services based on industry practice of its customers. These reportable segments are: Banking, Financial
Services and Insurance (BFSI), Manufacturing, Retail and Distribution and Telecom. All other operating
segments fall below the quantitative thresholds for reporting purposes. Segment-wise information has
been provided in Note 27.
u. Derivative financial instruments
TCS Limited uses foreign currency option and forward contracts to manage its exposure to foreign
exchange. TCS Limited recognises the outstanding contracts at fair value. The option and forward contracts
are designated and documented as hedges at the inception of the contract. The effectiveness of option and
forward contracts to reduce the risk associated with the exposure being hedged is assessed and measured
at inception and on an ongoing basis. Any amounts excluded from the assessment of hedge effectiveness,
as well as the ineffective portion of designated hedges are reported in earnings immediately.
38
Changes in fair value of derivative instruments designated and qualifying as hedges are recognised as
a component of the accumulated other comprehensive income in the statement of changes in shareholders’
equity and is reclassified into earnings when the related hedge items impact earnings. Changes in fair value
of derivative financial instruments that are not designated as a hedge are recorded immediately in earnings.
When the financial instrument is terminated or settled prior to the expected maturity or realisation
of the underlying item, hedge accounting is discontinued prospectively. Gains or losses from changes in
fair value of discontinued derivative instruments are recognised in earnings when the hedged transaction
occurs. Fair value adjustments, recognised for cash flow hedges after settlement or termination, continue
to be reported in accumulated other comprehensive income until the related hedged items impact
earnings. For anticipated transactions that are no longer probable, recognised fair value adjustments
within accumulated other comprehensive income are reported immediately in current earnings.
In June 2009, the FASB issued ASC 860 (formerly SFAS No. 166), Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140. SFAS No. 166 removes the concept of a qualifying
special-purpose entity from Statement 140 and removes the exception from applying
FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to
qualifying special-purpose entities. This statement also requires that a transferor recognise and initially
measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred
as a result of a transfer of financial assets accounted for as a sale. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009,
for interim periods within that first annual reporting period and for interim and annual reporting periods
thereafter. Earlier application is prohibited. Adoption of ASC 860 is not expected to have any effect on
TCS Limited’s financial statements.
In June 2009, the FASB issued ASC 810 (formerly SFAS No. 167), Amendments to
FASB Interpretation No.46 (R). SFAS No. 167 amends Interpretation 46(R) to require an enterprise to
perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling
financial interest in a variable interest entity. This statement must be applied as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods
within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier
application is prohibited. Adoption of ASC 810 is not expected to have any effect on TCS Limited’s financial
statements.
In October 2009, the FASB issued ASU 2009-13 on Multiple-deliverable Revenue Arrangements. The
ASU amends the guidance in ASC 605-25 on multiple-element revenue arrangements. It addresses the
unit of accounting for arrangements involving multiple deliverables. It also addresses how arrangement
consideration should be allocated to the separate units of accounting, when applicable. Although the ASU
retains the criteria from Issue 00-21 for when delivered items in a multiple-deliverable arrangement should
be considered separate units of accounting, it removes the previous separation criterion under Issue 00-21
that objective and reliable evidence of the fair value of any undelivered items must exist for the delivered
items to be considered a separate unit or separate units of accounting. The ASU is effective for fiscal years
beginning on or after June 15, 2010. The effect on adoption of ASC 605-25 on TCS Limited’s financial
statements is being evaluated.
In October 2009, the FASB issued ASU 2009-14 on Software Revenue Recognition. It amends
ASC 985-605 and ASC 985-605-15-3 (Issue 03-5) to exclude from their scope all tangible products containing
both software and non software components that function together to deliver the product’s essential
functionality. The ASU is effective for fiscal years beginning on or after June 15, 2010. The requirements of
this ASU and its impact on TCS Limited’s financial statements are being evaluated.
39
Annual Report 2009-10
In December 2009, the FASB issued ASU 2009-17, which codifies Statement 167 and revises the former
guidance under Interpretation 46(R). The amendments in ASU 2009-17 replace the quantitative-based
risks-and-rewards calculation for determining which reporting entity, if any, has a controlling financial
interest in a variable interest entity with an approach focused on identifying which reporting entity
has (1) the power to direct the activities of a variable interest entity that most significantly affect the
entity’s economic performance and (2) the obligation to absorb losses of, or the right to receive benefits
from, the entity. The ASU also requires additional disclosures about a reporting entity’s involvement with
variable interest entities and about any significant changes in risk exposure as a result of that involvement.
ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after
November 15, 2009. Early application is not permitted. The requirements of this ASU are not expected to
have any impact on TCS Limited’s financial statements.
In January 2010, the FASB issued additional disclosure requirements to ASU 820-10 on fair value
measurements. According to the guidance, the fair value hierarchy disclosures are to be further
disaggregated by class of assets and liabilities. A class is often a subset of assets or liabilities within a
line item in the statement of financial position. In addition, significant transfers between Levels 1 and 2
of the fair value hierarchy will be required to be disclosed. These additional requirements are effective
January 1, 2010 for quarterly and annual reporting. In addition, the guidance requires more detailed disclosures
of the changes in Level 3 instruments. These changes will be effective January 1, 2011 and its impact on
TCS Limited’s financial statements are being evaluated.
In April 2010, the Emerging Issues Task Force (EITF) reached a final consensus on milestone method of
revenue recognition and published ASU 2010-17, Revenue Recognition – Milestone Method (Topic 605). The
scope of this ASU is limited to arrangements that include milestones relating to research or development
deliverables. The consensus specifies guidance that must be met for a vendor to recognize consideration
that is contingent upon achievement of a substantive milestone in its entirety in the period in which
the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this
consensus regardless of whether the arrangement is determined to have single or multiple deliverables
or units of accounting. The final consensus will be effective for fiscal years, and interim periods within
those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply
this guidance prospectively to milestones achieved after adoption. However, retrospective application to
all prior periods is also permitted. The requirements of this ASU and its impact on TCS Limited’s financial
statements are being evaluated.
On March 5, 2010, the FASB issued ASU 2010-11, Derivatives and Hedging (Topic 815) – Scope
Exception related to Embedded Credit Derivatives to clarify the type of embedded credit derivative that
is exempt from embedded derivative bifurcation requirements. Specifically, only one form of embedded
credit derivative qualifies for the exemption – one that is related only to the subordination of one financial
instrument to another. As a result, entities that have contracts containing an embedded credit derivative
feature in a form other than such subordination may need to separately account for the embedded credit
derivative feature. This guidance also has transition provisions, which permit entities to make a special
one-time election to apply the fair value option to any investment in a beneficial interest in securitised
financial assets, regardless of whether such investments contain embedded derivative features. This
guidance is effective on the first fiscal quarter beginning after June 15, 2010. Early adoption is permitted
at the beginning of any fiscal quarter beginning after March 5, 2010. The requirements of this ASU and its
impact on TCS Limited’s financial statements are being evaluated.
3. Acquisitions
On December 31, 2008 Tata Consultancy Services Limited acquired a 96.26 percent equity interest in
TCS e-Serve Limited, (formerly known as Citigroup Global Services Limited), a business process outsourcing
(referred to as “BPO”) provider within the banking and financial services (referred to as “BFS”) sector
from Citigroup Inc.(Seller), for $504.5 million including acquisition cost of $2.5 million. Purchase price
40
allocated to the fair values of assets acquired and liabilities assumed includes Acquired Contract Rights,
an intangible asset, that has been valued at $114.4 million, to be amortised over the contractual period of
9.5 years. The excess of purchase consideration over net assets and the identified intangible asset has been
recognised as goodwill of $305.0 million.
TCS e-Serve Limited is an established BPO service provider in India. The acquisition will enhance
TCS Limited’s BPO service capabilities in the BFS sector. Tata Consultancy Services Limited is entitled to an
indemnification on certain contingent claims on TCS e-Serve Limited and is required to refund to the Seller
payments previously made against such claims.
Purchase consideration paid for this acquisition has been allocated as follows:
The following unaudited proforma financial information presents the combined results of operations
of TCS Limited and TCS e-Serve Limited as if the acquisition had occurred as of the beginning of each of the
periods presented. The unaudited proforma results for all periods presented include amortisation charges
for identified intangible assets, eliminations of intercompany transactions and related tax effects.
The unaudited proforma results were as follows for the fiscal years ended March 31, 2008 and 2009:
The proforma financial information is presented for informational purposes and is not indicative of
the results of operations that may have been achieved if the acquisition had taken place at the beginning
of each of the periods presented.
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Annual Report 2009-10
Concentrations of credit risk exist when changes in economic, industry or geographic factors similarly
affect groups of counter parties whose aggregate credit exposure is material in relation to TCS Limited’s
total credit exposure.
TCS Limited has a customer concentration of risk, as illustrated in the table below showing the
aggregated accounts receivable and unbilled revenues for five largest customers as of March 31, 2009 and
2010, respectively.
TCS Limited’s exposure to other customers is diversified and no other single customer explains
more than 2.0% of outstanding accounts receivable and unbilled revenues as of March 31, 2009 and
2010.
42
TCS Limited also has a geographic concentration of credit risk with exposure to customers based in
the United States of America and the United Kingdom comprising 40.7% and 16.1% of the balances as of
March 31, 2009 and 42.2% and 14.8% of the balances as of March 31, 2010, respectively.
TCS Limited also has a geographic concentration of credit risk relating to cash and cash equivalents
held with banks in India, South Africa, the United Kingdom and the United States of America comprising
15.4%, 13.5%, 10.7% and 6.1% of the balances as of March 31, 2009 and 16.1%, 13.2%, 6.9% and 6.2% of
the balances as of March 31, 2010, respectively.
TCS Limited has a geographic concentration of credit risk relating to bank deposits with banks in
India comprising 97.6% and 96.4% of the balances as of March 31, 2009 and 2010 respectively.
6. Inventories
In fiscals 2009 and 2010 there was no impairment loss in respect of inventories.
43
Annual Report 2009-10
The contractual maturity of debentures with Tata Sons Limited and its subsidiary as of
March 31, 2010 is as follows
44
Information on unrealised gains and losses on available-for-sale investments at March 31, 2009 and
March 31, 2010 is as follows:
Dividends on investments for fiscals 2008, 2009 and 2010 were $26.9 million, $27.8 million and
$2.8 million, respectively.
The proceeds and gross realised gains from sale of available-for-sale securities for fiscal 2008 were
$6,779.7 million and $3.9 million, respectively. Unrealised gain of $3.6 million was reclassified from
accumulated other comprehensive income to earnings on sale of these securities.
The proceeds and gross realised gains from sale of available-for-sale securities for fiscal 2009 were
$6,719.2 million and $11.7 million, respectively. Unrealised gain of $9.4 million was reclassified from
accumulated other comprehensive income to earnings on sale of these securities.
The proceeds and gross realised gains from sale of available-for-sale securities for fiscal 2010 were
$11,765.1 million and $33.0 million, respectively. Unrealised gain of $7.2 million was reclassified from
accumulated other comprehensive income to earnings on sale of these securities.
45
Annual Report 2009-10
Depreciation expense was $125.8 million, $106.2 million and $126.0 million in fiscals 2008, 2009 and
2010, respectively.
In fiscal 2009 the useful life of computer equipment of Tata Consultancy Services Limited had been
reviewed by the management and the original estimate of the useful life of these assets has been increased
from two to four years. The remaining depreciable amount is charged over the revised remaining useful
life of these assets. Consequently, depreciation for fiscal 2009 is lower and the profit for fiscal 2009 is
higher by $39.3 million, and the earnings per share is higher by $0.02.
During the fiscal 2009, Tata America International Corporation (“TAIC”), a wholly owned subsidiary,
received $2.5 million consequent to a grant agreement entered with a State Development Department,
USA in respect of TAIC’s new office established in the State of Ohio, with an obligation to create new
employment positions during the term of the agreement. The carrying amount of the related property,
plant and equipment has been reduced by $2.5 million. The grant is recognised as income over the life of
the property, plant and equipment by way of reduced depreciation charge.
Included in property, plant and equipment are the following assets taken on capital lease :
As of March 31, As of March 31,
2009 2010
(In millions of USD)
Computer equipment $1.6 $1.9
Furniture, fixtures and office equipment 7.3 8.2
Leased property 8.9 10.1
Less: Accumulated depreciation (1.6) (3.1)
Leased property, net $7.3 $7.0
46
11. Intangible assets
The estimated amortisation for each of the five fiscal years subsequent to March 31, 2010 is as follows:
12. Goodwill
As of March 31, As of March 31,
2009 2010
(In millions of USD)
Balance at the beginning of the year $276.9 $510.6
Addition during the year 305.6 1.6
Foreign currency translation adjustment (71.9) 51.8
Balance at the end of the year $510.6 $564.0
47
Annual Report 2009-10
TCS Limited performed its annual impairment test as of March 31, 2010. TCS Limited estimated the
fair values of the reporting units using an income-based approach and estimated future cash flows after
considering current economic conditions and trends, estimated future operating results and growth rate,
and anticipated future economic and regulatory conditions. The estimated cash flows were developed
using internal forecasts. The discount rates used for the reporting units were based on the historical
market returns of the comparable companies. As of March 31, 2010, the fair values of all reporting units
exceed the carrying amounts and no impairment loss was recognised in fiscal 2010.
As of March 31, 2010, goodwill amounting to $33.1 million is deductible for tax purposes.
48
15. Income taxes
The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax
expense reported in statement of income is as follows:
Under Section 10A of the Indian Income Tax Act, 1961, Tata Consultancy Services Limited and its
subsidiaries in India are entitled to tax holidays for its various Software Technology Park (STP) units located
across India. These tax holidays are available for a period of ten fiscal years from the date of commencement
of operations. The Indian Government, through the Finance Act, 2009, has extended the tax holiday for
all STP units until March 31, 2011 such that the tax holiday will now be available until the earlier of
fiscal year 2011 or ten years after the commencement of the tax holiday for each such STP unit.
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Annual Report 2009-10
In addition, Tata Consultancy Services Limited and its subsidiaries in India benefit from the tax
exemption available for units set up under the Special Economic Zone Act, 2005 (SEZ). These tax holidays
are available for a period of fifteen fiscal years from the date of commencement of operations. Under
the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for
deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such
profit or gains for a further period of five years and 50% of such profit or gains for the balance period of
five years subject to fulfillment of certain conditions.
The per share (basic) effect of the tax holiday was $0.20, $0.18 and $0.21 for fiscals 2008, 2009 and
2010.
Valuation allowance has been recognised on deferred tax assets relating to impairment of
certain securities carried at cost and uncollected export receivables estimated to be non-recoverable.
TCS Limited has not recognised valuation allowances on operating losses of certain subsidiaries and
branches as TCS Limited expects these subsidiaries and branches to return to tax profitability in near future.
50
Under the Indian Income Tax Act, 1961, unabsorbed business losses expire 8 years after the year
in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward
indefinitely unless there is a substantial change in the ownership.
Under the Indian Income Tax Act, 1961, Tata Consultancy Services Limited and its subsidiaries in India
are liable to pay Minimum Alternate Tax (MAT) in the tax holiday period. MAT paid can be carried forward
for a period of 10 years and can be set off against the future tax liabilities. Consequently, TCS Limited has
recognised a deferred tax asset of $242.8 million as of March 31, 2010.
Deferred tax liabilities of $35.3 million on undistributed earnings of certain foreign subsidiaries
have not been recognised, as it is the intention of TCS Limited to reinvest the foreign earnings of these
subsidiaries for an indefinite period of time. TCS Limited has also not provided deferred tax liability on
$94.9 million of undistributed earnings of certain other foreign subsidiaries, as it is TCS Limited’s policy to
indefinitely reinvest these earnings in their operations.
Tax expense / (benefit) allocated to each component of other comprehensive income are as follows:
TCS Limited adopted the provisions of ASC 740-10 (formerly FASB Interpretation No. 48),
Accounting for Uncertainty in Income Taxes, on April 1, 2007. This Interpretation requires that TCS Limited
recognise in financial statements the impact of a tax position, if that position is more likely than not to be
sustained based on the technical merits of the position.
A reconciliation of the beginning and ending amounts of unrecognised tax benefits is given below:
TCS Limited classifies interest and penalties related to unrecognised tax benefits as part of income
tax expense. TCS Limited has accrued for interest and penalties related to unrecognised tax benefits of
$4.0 million as of March 31, 2010.
As of March 31, 2010, TCS Limited has unrecognised tax benefits of $38.1 million, which if ultimately
recognised, will reduce the TCS Limited’s annual effective tax rate. Quantification of amounts of uncertain
tax position as disclosed above that may change within twelve months of the reporting date is not
practicable.
51
Annual Report 2009-10
TCS Limited files numerous consolidated and separate income tax returns in India, United States
federal and state jurisdictions, United Kingdom and in several other foreign jurisdictions. On an ongoing
basis TCS Limited is routinely subject to examination by taxing authorities. While it is often difficult to
predict the final outcome or the timing of resolution of any particular uncertain tax position, TCS Limited
believes that its unrecognised tax benefits reflect the outcome that is more likely than not to occur.
TCS Limited adjusts these unrecognised tax benefits, as well as the related interest and penalties, in light
of changing facts and circumstances. The resolution of a matter could be recognised as an adjustment
to provision for income taxes and effective tax rate in the period of resolution, and may also require the
outflow of cash.
TCS Limited has ongoing disputes with Indian Income tax authorities relating to tax treatment of
certain items. These mainly include disallowed expenses, tax treatment of certain expenses claimed by
TCS Limited as deductions, and computation of, or eligibility of, certain tax incentives or allowances. As of
March 31, 2010, TCS Limited has demands from direct tax authorities in India, which are being contested
by TCS Limited on appeal amounting to $105.0 million. Demands from direct tax authorities include
$47.3 million in respect of TCS e-Serve Limited. TCS e-Serve Limited has also paid advance taxes
aggregating $36.1 million against the disputed amounts for the relevant assessment years.
Tata Consultancy Services Limited is indemnified by Citigroup Inc. against TCS e-Serve Limited’s tax claim
and would be required to refund Citigroup Inc. payments previously made against such claims.
The number of years that are subject to tax assessments varies depending on tax
jurisdiction. The major tax jurisdictions of TCS Limited include India, United States of America and
United Kingdom. In India, tax filings from fiscal 2007 are subject to examination by the taxing authorities. In
United States of America, the federal statute of limitation applies to fiscals 2006 and earlier and applicable
state statutes of limitation vary by state. In United Kingdom, tax filings from fiscal 2008 are subject to
examination by the taxing authorities.
Cash credits and overdrafts are secured against accounts receivable and inventories. All other debts
are unsecured.
52
In March 2006, Tata Consultancy Services Limited, through its subsidiary Diligenta Limited (“Diligenta”),
acquired, on a going concern basis, certain businesses of Pearl Group Services Limited (“Pearl”). Pearl has a
minority interest of 24% in Diligenta Limited. Tata Consultancy Services Limited has a call option to buy this
minority interest of 24% at a fixed price at the end of the fourth year and Pearl has a put option to sell the shares
to Tata Consultancy Services Limited at the same price at the end of fifth year. An additional consideration of
$45.8 million (£30.2 million) has been recorded and TCS Limited has consolidated 100% of Diligenta at the
inception of this arrangement. As at March 31, 2010, Tata Consultancy Services Limited has not exercised
the call option.
53
Annual Report 2009-10
54
As of March 31, 2009 As of March 31, 2010
Domestic Foreign Total Domestic Foreign Total
plans plans plans plans
(In millions of USD)
Category of assets:
Corporate bonds $- $11.7 $11.7 $- $16.6 $16.6
Equity shares - 3.8 3.8 - 6.9 6.9
Special deposit scheme 0.3 - 0.3 0.4 - 0.4
Index linked gilt - 4.5 4.5 - 6.6 6.6
Insurer managed funds 70.6 - 70.6 96.8 - 96.8
Cash and bank balances - 0.3 0.3 - 0.3 0.3
Others - 6.8 6.8 - 4.2 4.2
Total $70.9 $27.1 $98.0 $97.2 $34.6 $131.8
The assumptions used in accounting for the gratuity plan are set out below:
TCS Limited’s overall expected long-term rate of return on assets has been determined based on a
consideration of assessed risks of asset management, available market information, historical results of the
return on plan assets and the provisions of Indian law which specify the instruments in which investments can be
made.
55
Annual Report 2009-10
Accumulated benefit obligation was $83.2 million and $75.8 million as of March 31, 2009 and 2010,
respectively.
The estimated benefit payments expected to be paid for future service are as follows:
Year ending March 31, Domestic plans Foreign plans Total
(In millions of USD)
2011 8.3 2.6 10.9
2012 12.0 1.8 13.8
2013 13.4 1.8 15.2
2014 13.8 1.8 15.6
2015 15.6 2.1 17.7
2016-2020 93.0 11.3 104.3
The expected benefits are based on the same assumptions as are used to measure TCS Limited’s gratuity
obligations as of March 31, 2010. TCS Limited is expected to contribute $15.3 million to gratuity funds in
fiscal 2011 comprising domestic component of $11.4 million and foreign component of $3.9 million.
An amount of $3.3 million in accumulated other comprehensive income pertains to actuarial gains and
losses that have not yet been recognised as a component of net periodic benefit cost for fiscal 2010.
Defined benefit medical plan
The medical plan liability arises on the retirement and death of an employee. The aforesaid liability is
calculated on the basis of fixed annual amount per employee (based on the basic salary) for qualifying employees.
The most recent actuarial valuation of plan assets and the present value of the defined obligation were
carried out on March 31, 2010. The present values of the defined obligation and the related current service cost
and past service cost were measured using the Projected Unit Credit Method.
The following tables set out the reconciliation of the benefit obligation of the medical plan and amounts
recognised in TCS Limited’s financial statements as at March 31, 2010.
As of March 31, As of March 31,
2009 2010
(In millions of USD)
Change in benefit obligations:
Benefit obligation, beginning of the year $1.3 $0.9
Exchange Difference (0.2) 0.2
Interest cost 0.1 0.1
Actuarial gain on obligation (0.2) 0.1
Benefits paid (0.1) (0.1)
Benefit obligation, end of the year $0.9 $1.2
56
Defined contribution plans
Superannuation
In addition to gratuity benefits, all eligible employees are entitled to benefits under Superannuation,
a defined contribution plan. TCS Limited makes monthly contributions until retirement or resignation of
the employee. TCS Limited recognises such contributions as an expense when incurred. TCS Limited has no
further obligation beyond its monthly contribution.
TCS Limited contributed $14.5 million, $17.0 million and $16.3 million to the Employees’
Superannuation Fund in fiscals 2008, 2009 and 2010, respectively.
Provident fund
In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited and its
subsidiaries in India are entitled to receive benefits under the provident fund, a defined contribution
plan in which both the employee and employer contribute monthly at a determined rate (up to
12% of employee’s salary). Tata Consultancy Services Limited and its subsidiaries in India are liable for
future provident fund benefits to the extent of its annual contribution and any shortfall in fund assets
based on government specified minimum rates of return and recognises such contributions and shortfall,
if any, as an expense in the year incurred.
Tata Consultancy Services Limited and its subsidiaries in India contributed $50.4 million, $50.1 million
and $55.8 million to the provident fund in fiscals 2008, 2009 and 2010, respectively.
Foreign Defined Contribution Plan
TCS Limited and its subsidiaries contributed $7.5 million, $11.0 million and $11.2 million in
fiscals 2008, 2009 and 2010, respectively, towards foreign defined contribution plan.
22. Other non-operating income / (expense), net
Year ended Year ended Year ended
March 31, 2008 March 31, 2009 March 31, 2010
(In millions of USD)
Gain on sale of subsidiaries $1.0 $- $-
Gain on sale of equity accounted 0.2 - -
affiliates
Foreign exchange (loss) / gain on
derivative instruments designated as
cash flow hedges 60.7 (125.0) (38.6)
Foreign exchange gain / (loss) on other
derivative instruments 70.3 (93.0) 24.9
Foreign exchange (loss) / gain, others (6.5) 51.1 (25.4)
Dividend income 26.9 27.8 2.8
Others, net 15.8 30.6 51.9
Total $168.4 $(108.5) $15.6
In fiscal 2008, TCS Limited through its wholly owned subsidiary, TCS Iberoamerica SA, sold its interest
in two of its subsidiaries Pentacrom S.A. and Pentacrom Servicios S.A. for a profit of $1.0 million.
In fiscal 2008, TCS Limited sold its interest in Conscripti (Pty) Ltd, an equity accounted affiliate. The
carrying amount of Conscripti (Pty) Ltd was $0.7 million and the sale proceeds were $0.9 million.
23. Shipping and handling costs
Selling, general and administrative expenses for fiscals 2008, 2009 and 2010, include shipping and
handling costs of $1.0 million, $0.7 million and $0.5 million, respectively.
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Annual Report 2009-10
24. Leases
TCS Limited has leased property, equipment and automobiles under operating lease arrangements.
Operating lease rent expense was $61.9 million, $65.1 million and $87.8 million in fiscals 2008, 2009 and
2010, respectively.
The following is a summary of future minimum lease rental commitments towards non-cancellable
operating leases and capital leases:
58
26. Derivative financial instruments
TCS Limited’s revenues are denominated in foreign currency predominantly US Dollar, Sterling Pound
and the Euro. In addition to these currencies, TCS Limited also does business in Australian Dollar, Canadian
Dollar, South African Rand and Swiss Franc. Given the nature of the business, a large portion of the costs
are denominated in Indian Rupee. This exposes TCS Limited to profit / loss on currency fluctuations.
TCS Limited monitors and manages the financial risks relating to its operations by analysing its
foreign exchange exposures by the level and extent of currency risks.
Tata Consultancy Services Limited and its subsidiaries use various derivative financial instruments
governed by policies approved by the board of directors such as foreign currency option contracts as well
as forward contracts to manage and mitigate its exposure to foreign exchange rates. The counter party is
generally a bank. These contracts are for a period between one day and eight years.
Tata Consultancy Services Limited and its subsidiaries report quarterly to its risk management board,
an independent body that monitors foreign exchange risks and policies implemented to manage its foreign
exchange exposures. TCS Limited has developed software platform to monitor, manage and report foreign
exchange exposures relating to hedging transactions on a periodic basis.
The following are outstanding Foreign Exchange Forward contracts, which have been designated as
cash flow hedges:
The following are outstanding Currency Option contracts, which have been designated as cash flow
hedges:
Net loss on derivative instruments of $4.4 million recognised in accumulated other comprehensive
income as of March 31, 2010, is expected to be reclassified into earnings by March 31, 2011.
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Annual Report 2009-10
The movement in accumulated other comprehensive income during fiscals 2009 and 2010 for
derivatives designated as cash flow hedges is as follows:
In addition to the above cash flow hedges, TCS Limited has outstanding foreign exchange
forward contracts and currency option contracts with notional amounts aggregating $832.2 million and
$779.9 million as on March 31, 2009 and 2010, respectively. Although these contracts are effective as
hedges from an economic perspective, they do not qualify for hedge accounting. Exchange gain of
$70.3 million, an exchange loss of $93.0 million and an exchange gain of $24.9 million on foreign
currency forward exchange contracts and currency option contracts have been recognised in earnings in
fiscals 2008, 2009 and 2010, respectively.
Operating segments are defined as components of an enterprise for which discrete financial
information is available that is evaluated regularly by the chief operating decision maker, in deciding
how to allocate resources and assess performance. TCS Limited’s chief operating decision maker is the
Chief Executive Officer and Managing Director.
Consequent to the reorganisation of its global operations with the objective of making industry
practice its focal point for performance evaluation and internal financial reporting and decision making,
in fiscal 2010, TCS Limited has reviewed and revised the manner in which it views the business risks
and returns and monitors its operations. Accordingly TCS Limited has changed its segment information
reporting to four business segments providing products and services. These reportable segments are:
Banking, Financial Services and Insurance (BFSI), Manufacturing, Retail and Distribution, Telecom. All other
operating segments fall below the quantitative thresholds for reporting purposes. Segment information
previously reported based on geography in fiscals 2008 and 2009 has been restated to present business
segment following the change in the composition of the operating segments.
Income and direct expenses directly identifiable to segments are reported under each reporting
segment, while common expenses which are not directly identifiable to each reporting segment have
been allocated to each reporting segment on the basis of associated revenues of each segment. All other
expenses which are not attributable or allocable to segments have been disclosed as unallocable.
60
Summarised segment information for the years ended March 31, 2008, 2009 and 2010 is as follows:
Year ended March 31, 2008
(In millions of USD)
Segment Income Statement: Banking, Manufacturing Retail and Telecom Others Total
Financial Distribution
Services and
Insurance
Revenues $2,496.0 $545.8 $368.9 $957.1 $1,266.6 $5,634.4
Identified operating expenses 1,382.5 244.9 199.6 439.6 802.8 3,069.4
Allocated expenses 440.4 96.3 65.1 168.9 223.4 994.1
Segment result $673.1 $204.6 $104.2 $348.6 $240.4 $1570.9
Unallocable expenses 294.9
Operating income 1,276.0
Other income / (expense), net 171.4
Income before income taxes 1,447.4
Income tax expense 187.5
Net income $1,259.9
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Annual Report 2009-10
Allocation of goodwill and intangible assets by segments for fiscals 2009 and 2010 is as follows:
Geographical revenues are allocated based on the location of the customers. Information regarding
geography revenues is as follows:
The country-wise contribution to the consolidated revenues for the three years presented below is as
follows:
62
28. Commitments and contingencies
Capital commitments
As of March 31, 2010, $261.0 million was contractually committed for purchase of property, plant
and equipment and $2.0 million for purchase of investments.
Contingencies
Property matters
Lessors of certain properties leased under tenancy agreements have claimed additional rent and
other expenses of $41.1 million. These claims are being contested in the courts by TCS Limited. Pending
resolution of the matter, an amount of $30.3 million has been accrued based on management’s estimate.
Interest and penalty, if any, has not been determined. Tata Consultancy Services Limited is entitled to an
indemnification up to $10.9 million against one of the above referred claim.
Tata Consultancy Services Limited has issued counter guarantees to Bank of America
of $2.0 million and $1.2 million on behalf of TCS Asia Pacific Pte Ltd. and on behalf of
Tata Information Technology (Shanghai) Company Limited, both 100% owned subsidiaries respectively, in
consideration of Bank of America issuing credit lines, guarantees and other financial facilities in various
currencies to these subsidiaries.
Tata Consultancy Services Limited has issued counter guarantees for $4.6 million, valid till
October 23, 2010 on behalf of its 100% owned subsidiary TCS Iberoamerica SA and its subsidiaries (“Ibero”),
in consideration of the bank providing bank guarantee facilities to Ibero to assist in their bidding for
contracts with some customers.
Tata Consultancy Services Limited has provided guarantees aggregating to $382.8 million
(GBP 252.5 million) to third parties on behalf of its subsidiary Diligenta Limited.
Tata Consultancy Services Limited has provided counter guarantees for $2.0 million to third parties
on behalf of its 100% owned subsidiary TCS FNS Pty Limited and its subsidiary.
Tata Consultancy Services Limited has provided guarantees aggregating to $19.7 million to third
party on behalf of its subsidiary Tata Consultancy Services Limited Canada Inc.
TCS Limited has ongoing disputes with Indian tax authorities mainly relating to treatment
of characterisation and classification of certain items. As of March 31, 2010, TCS Limited has
demands from various indirect tax authorities in Indian jurisdiction, which are being contested by
TCS Limited on appeal amounting to $27.1 million.
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Annual Report 2009-10
Other claims
The share purchase agreement for acquisition of Comicrom S.A. provides for additional consideration,
contingent upon certain conditions being met, including achieving specified earning levels in the acquired
business in future years. The additional contingent consideration payable to the seller is subject to
maximum amount of $59.9 million. A sum of $20.5 million has been paid or accrued to the previous owners
of Comicron S.A. upto March 31, 2010 and has been capitalised to goodwill. The balance contingent
consideration would be recorded as and when the contingency is resolved and the consideration is paid or
becomes payable.
TCS Limited has examined the social security and tax aspects of contracts with legal entities which
provide services to an overseas subsidiary and, based on legal opinion, concludes that the subsidiary is in
compliance with the related statutory requirements.
Tata Consultancy Services Limited’s principal related parties consist of its holding company
Tata Sons Limited and its subsidiaries, its own subsidiaries, affiliates and its key managerial personnel.
TCS Limited routinely enters into transactions with its related parties in the ordinary course of business.
Transactions and balances with its own subsidiaries and affiliates are eliminated on consolidation.
TCS Limited’s related party balances and transactions are summarised as follows:
64
Balances receivable from related parties are as follows:
30. Dividends
The dividends declared by Tata Consultancy Services Limited are in Indian Rupees and are
based on the profits available for distribution as reported in the unconsolidated statutory financial
statements of Tata Consultancy Services Limited prepared in accordance with Indian GAAP.
Accordingly, the net income reported in these financial statements may not be fully distributable. As of
March 31, 2009 and 2010, incomes (net of dividend tax) available for distribution were $2,482.0 million
(Rs.105,966.0 million) and $3,084.8 million (Rs.137,512.2 million), respectively. Subsequent to March 31, 2010,
Tata Consultancy Services Limited has proposed dividend of $0.3 (Rs.14) per share in respect of fiscal 2010.
TCS Limited has evaluated subsequent events through May 11, 2010, the date on which the financials
were available for issue.
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Annual Report 2009-10
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Annual Report 2009-10
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Financial Statements prepared in
accordance with US GAAP - Fiscal 2010
CMYK