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View Annual Report ANNUAL REPORT 2005 - 06 Annual Report 2005-06 Contents Board of Directors ................................................................................................................................................ 3 Management Team .............................................................................................................................................. 4 Message from the CEO ........................................................................................................................................ 6 Notice ..................................................................................................................................................................... 8 Directors’ Report ................................................................................................................................................... 15 Management Discussion and Analysis ................................................................................................................ 32 Corporate Governance Report ............................................................................................................................ 52 Auditors’ Report .................................................................................................................................................... 66 Balance Sheet ........................................................................................................................................................ 70 Profit and Loss Account........................................................................................................................................ 71 Cash Flow Statement ........................................................................................................................................... 72 Schedules forming part of the Balance Sheet ................................................................................................... 73 Schedules forming part of the Profit and Loss Account .................................................................................. 88 Notes on Balance Sheet & Profit and Loss Account ......................................................................................... 90 Balance Sheet Abstract and Company’s General Business Profile ................................................................... 110 Consolidated Financial Statements Auditors’ Report .................................................................................................................................................... 111 Consolidated Balance Sheet ................................................................................................................................. 112 Consolidated Profit and Loss Account ................................................................................................................ 113 Consolidated Cash Flow Statement .................................................................................................................... 114 Schedules forming part of the Consolidated Balance Sheet ............................................................................ 115 Schedules forming part of the Consolidated Profit and Loss Account ........................................................... 123 Notes to the Consolidated Financial Statements .............................................................................................. 124 Statement under Section 212 of the Companies Act, 1956 relating to subsidiary companies ......................................................................................................................... 142 Annual General Meeting on Thursday, June 29, 2006, at Birla Matushri Sabhagar, at 3.30 p.m. As a measure of ecomomy, copies of the Annual Report will not be distributed at the Annual General Meeting. Shareholders are requested to kindly bring their copies to the meeting. Tata Consultancy Services Limited Visit us at : www.tcs.com 2 Board of Directors R N Tata (Chairman) S Ramadorai (CEO and Managing Director) Aman Mehta Naresh Chandra V Thyagarajan Clayton M Christensen Company Secretary S H Rajadhyaksha Statutory Auditors S B Billimoria & Co. US GAAP Auditors Deloitte Haskins & Sells Registered Office Bombay House, 24, Homi Mody Street, Fort, Mumbai 400 001. Tel : 022 6665 8282 Fax : 022 6665 8080 Website : www.tcs.com Registrars & Transfer Agents TSR Darashaw Limited Corporate Office (formerly Tata Share Registry Limited) 11th Floor, Air India Building, Army & Navy Building, Nariman Point, 148, M. G. Road, Fort, Mumbai 400 001. Mumbai 400 021. Tel : 022 6656 8484 Tel : 022 6750 9999 Fax : 022 6656 8494 Fax : 022 6750 9344 E-mail: [email protected] Email: [email protected] Website: www.tsrdarashaw.com 3 Annual Report 2005-06 Management Team Function Name Corporate CEO & MD S Ramadorai CFO S Mahalingam Corporate Affairs Phiroz Vandrevala Global Sales & Operations N Chandrasekaran Global Human Resources S Padmanabhan Geography Head North America Surya Kant United Kingdom A S Lakshminarayanan Europe Girish Ramachandran Asia Pacific Girija Pande V Rajanna Johnson Lam Masahiko Kaji Rick Marmur Iberoamerica Gabriel Rozman MEA Manoj Sahai India K Jayaramakrishnan S Venkatramani Governance Functions Marketing J V Pendharkar Keith Sharp John Lenzen Jim Thomas R & D Mathai Joseph K V Nori M Vidyasagar Gautam Shroff Sunil Sherlekar Technology K Ananthakrishnan Human Resources Ritu Anand K Ganesan Dilip Mohapatra Thomas Simon Larry Chen Gloria Fogel Jyoti Srivastava Information Systems Alok Kumar Bandana Sinha Legal Satya Hegde Administration G George Finance B Sanyal V Ramakrishnan Pauroos Karkaria Company Secretary S H Rajadhyaksha 4 Function Name Industry Practices Banking & Financial Services N G Subramaniam J R Bhandari Ravi Shah Insurance K Padmanabhan Usha Lakshmanan Telecom N Sivasamban Government Tanmoy Chakrabarty Healthcare & Life Sciences J Rajagopal Energy & Utilities Ajoyendra Mukherjee Retail Pratik Pal Media Entertainment Edward Altman Travel & Hospitality G Srinivasa Raghavan Service Practices Engineering and Industrial Services Ravi Gopinath Regu Ayyaswamy Business Process Outsourcing Milind Kamat Enterprise Solutions Hasit Kaji Abhijit Majumdar Raj Agarwal Technology Solutions Anita Nanadikar Infrastructure Services P R Krishnan Business Intelligence Santosh Mohanty Consulting Per Bragee Arun Agarwal V Ramaswamy Migration / Re-engineering Solutions Sudheer Warrier Security R K Raghavan System Integration / Outsourcing B Gopal Assurance Service G R K Mohan Products Banking N G Subramaniam John Weste Insurance Pradipta Pandit Clearing & Settlement R Vivekanand Security Sanjay Bhanot NCS Manoj Govel Global Delivery Ravi Viswanathan G Ramanathan Nagraj Ijari Abid Ali Debashis Ghosh Ajoyendra Mukherjee Vijay Srirangan 5 Annual Report 2005-06 From the CEO’s Desk... Dear Shareholders, 2005-06 has been a defining year for Tata Consultancy Services, in many ways. This is the first Annual Report of the Company since it went public in August 2004 that captures the Company’s performance over four quarters. The leader of the Indian IT industry for the last 35 years, the Company has just commenced its journey as a public company and made a smooth and successful transition by adopting governance measures as well as enhancing its communication and brand building activities with the media, analysts and investors and ensuring regulatory compliance. Your Company is accelerating its activities along these dimensions. Its internal systems for knowledge management, customer relationship management and data-driven decision making have indeed matured, creating a responsible, profitable and empowered global organization. These robust foundations combined with an aggressive growth focus saw the Company entering new business segments and new markets, and helped sustain the present growth rate of 36 per cent, which continues to be higher than the industry average. Your Company has also demonstrated an ability to close its books in quick time. Through this sustained period of rapid growth, we are building our intellectual assets and creating a learning organization, confident of its abilities and talents. Over 60,000 culturally and ethnically diverse professionals from 53 nationalities, located across 35 countries, use technology to collaborate and share ideas and create innovative solutions that delight customers and deliver value. Your Company is already collaborating to address market changes brought about by future disruptive technologies. Simultaneously, we are also defining the next level of internal digitization that these developments will necessitate. Innovation-led change is the common thread binding your Company’s overall strategy. We function in a highly dynamic business environment which demands almost immediate responsiveness. Through a series of innovative steps, using organic and inorganic methods, your Company has emerged as a scale player in the IT services industry worldwide. Your Company’s ability to deliver total solutions from conception to implementation, its knowledge of technology and business as well as its world-class project management capabilities have propelled it into the top league of global consultants. With over 6 per cent of your Company’s employees being non-Indian, we are creating a multi-cultural global organization that operates in an enriched and inclusive atmosphere of collaboration and excellence. Higher brand awareness is attracting
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