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Profile of the Company

Tata Consultancy Services was established in the year 1968. TCS is considered a pioneer in the
Indian IT industry. Despite unfavorable government regulations, like the License Raj, the
company succeeded in establishing the Indian IT Industry. It began as the "Tata Computer
Centre", a division of the Tata Group, whose main business was to provide computer services to
other group companies. F C Kohli was its first General Manager. The legendary JRD Tata was
its first Chairman and was followed by luminaries such as Nani Palkhivala. One of TCS' first
assignments was to provide punch card services to a sister concern, Tata Steel (then TISCO). It
later bagged the country's first software project, the Inter-Branch Reconciliation System (IBRS)
for the Central Bank of India. It also provided bureau services to Unit Trust of India, thus
becoming one of the first companies to offer BPO services. In the early 1970s, Tata Consultancy
Services started exporting its services. TCS's first international order came from Burroughs, one
of the first business computer manufacturers. TCS was assigned to write code for the Burroughs
machines for several US-based clients.

This experience also helped TCS bag its first onsite project - the Institutional Group &
Information Company (IGIC), a data center for ten banks, which catered to two million
customers in the US, assigned TCS the task of maintaining and upgrading its computer systems.
In 1981, TCS set up India's first software research and development center, the Tata Research
Development and Design Center (TRDDC). The first client-dedicated offshore development
center was set up for Compaq (then Tandem) in 1985.In 1989; TCS delivered an electronic
depository and trading system called SECOM for SIS Sega Inter Settle, Switzerland. It was by
far the most complex project undertaken by an Indian IT company. TCS followed this up with
System X for the Canadian Depository System and also automated the Johannesburg Stock
Exchange (JSE). TCS associated with a Swiss partner, TKS Teknosoft, which it later acquired. In
the early 1990s, the Indian IT outsourcing industry grew tremendously due to the Y2K bug and
the launch of a unified European currency, Euro. TCS pioneered the factory model for Y2K
conversion and developed software tools which automated the conversion process and enabled
third-party developers and clients to make use of it. In 1999, TCS saw outsourcing opportunity in
E-Commerce and related solutions and set up its E-Business division with ten people. By 2004,
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E-Business was contributing half billion dollars (US) to Tyson 9th August 2004, TCS became a
publicly listed company, much later than its rivals, Infosys, Wipro and Satyam. During 2004,
TCS ventured into a new area for an Indian IT services company - Bioinformatics. During the
recent couple of years TCS has been on the growth of progress. Both nationally and
internationally TCS is recognized as the highly respected IT Company and has surely put India
on the world’s IT map large and clear.

Tata Consultancy Services has grown to its current position as the largest IT services firm in
Asia based on its record of outstanding service, collaborative partnerships, innovation, and
corporate responsibility. TCS is proud of their heritage as part of the Tata Group, founded by
Jamsetji Tata in 1868 and one of India’s most respected institutions today. Their mission reflects
the Tata Group's long standing commitment to providing excellence: To help customers achieve
their business objectives by providing innovative, best-in-class consulting, IT solutions and
services, and to actively engage all stakeholders in a productive, collaborative, and mutually
beneficial relationship. Their vision is to be one of the top 10 global companies by the year
2010.Their values – integrity, leading change, excellence, respect for the individual, and
fostering an environment of learning and sharing. TCS' ability to deliver high-quality services
and solutions is unmatched. They are the world’s first organization to achieve an enterprise-wide
Maturity Level 5 on both CMMI® and P-CMM®, using the most rigorous assessment
methodology - SCAMPISM. Additionally, TCS’ Integrated Quality Management System (is™)
integrates process, people and technology maturity through various established frameworks and
practices including IEEE, ISO 9001:2000, CMMI.
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Performance Profile

TCS continues to demonstrate the robustness of its business model with a strong annual
performance forth year 2008-09. During this period, the Company's consolidated revenues grew
by 23 per cent toRs.27813 crore, thereby helping Tata Consultancy Services cross the $ 6 billion
revenue milestone. TCS consolidated operating profits grew by 26 per cent to Rs.7170 crore and
its operating margins improved by 109 basis points to 23.73 per cent. The net profit was Rs.5256
crore, a growth of 5 per cent over2007-08, due to external factors like extreme currency
volatility.

The Company's Board of Directors has recommended a final dividend of Rs 5 per share subject
to shareholder’s approval. This brings the total dividend payout in the financial year to Rs.14 per
share. The Board of Directors has also recommended an issue of bonus shares in the ratio of 1:1
– the second bonus issue since your Company went public in 2004. This demonstrates the
confidence in the ability to perform and the soundness of the business model of the Company. At
the end of the year 2008-09, TCS'global footprint extended to over 42 countries through its 140
offices globally.

TCS remained focused on helping customers experience certainty while simultaneously adding
new customers and growing the business in new market segments and emerging verticals. The
Company closed 28 large deals and added 163 new customers globally in the past one year.
There was an increase in the number of customers across all revenue bands of $1 million,
$5million, $ 10 million, $20millionand $ 50 million. TCS' biggest market North America crossed
the $3 billion revenue milestone and grew by 26 per cent in 2008-09 despite the recession in the
region, while Europe grew by 38.5 per cent during the year. The growing presence in multiple
markets is important for the Company to ensure diversification of its revenue base and sustain its
growth momentum.

The immense talent, professionalism, dedication and support of over 143,000 TCSers continues
to bathe Company's greatest asset. This includes 10,000 international associates from 67
nationalities. TCS inducted 48,000 professionals including more than 22,000 campus graduates
over the past year. More than 1.6 million learning days have been invested in developing new
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competencies during 2008-09 and around 23,000 TCSers gained additional technology
certifications. The policies to recruit and retain women professionals continue to bear fruit and
the number of women in the Company has risen from28% to 30% of the total employee count
last year. TCS continued to drive new growth opportunities as demonstrated by the strategic, $
505 million acquisition of Citigroup's captive BPO in India.

This acquisition, which has since been renamed TCS e-Serve Limited, has enabled the Company
to add a vital new aspect to its banking and financial services business. The acquisition came
with 12,500talented professionals and a contract from Citigroup worth $2.5 billion over nine
years. This move will help expand the Company's leadership in the Banking Financial Services
domain and has already made TCS BPO among the top two BPO players in India in terms of the
size of operations. TCS has also increased its focus on a sustained efficiency program across the
enterprise.

TCS' growth has occurred within a challenging economic climate. The Company has
demonstrated leadership, remained disciplined in execution and faced a volatile market with a
positive ‘can do’ attitude. The recession which began as a client-specific US instance expanded
to an industry-generic malady and affected global businesses. While there has been some impact
on the short-term growthrates of the Indian IT industry in this financial year, TCS' value
proposition to global business remains strong. Looking towards the future, the Company will
remain focused on agility, innovation and operational excellence.

TCS has always adapted quickly to changing circumstances by its responsive and creative
thinking. For customers, TCS presents an enviable value proposition enabled by four decades of
experience, domain knowledge, technology excellence and offerings of full services play. TCS is
well poised to gain advantage from newer areas such as Healthcare, Energy, Utilities and
Telecommunication including the impact of new technologies such as Broadband, 3G, WIMAX,
LTE and others.

TCS continues to invest for the future. Sustainability, Green IT and Cloud Computing are areas
of opportunity and your Company is leveraging these. The Cloud Computing based IT services
model for small and medium enterprises, currently being piloted in India, is an example of a
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business model innovation that will set a new precedence in the IT industry. Such initiatives can
be replicated, once they are mature, into multiple global markets. TCS' platform-based BPO
initiatives in areas like Human Resources and Finance and Accounting will also contribute to
future growth.

TCS has been continuously making investments to open up new markets and services. The
investments the Company has made in new growth markets like Asia-Pacific, Latin America and
now in Middle Eastland Africa are attaining scale, size and a meaningful presence. In 2008-09,
the new growth markets grew at a rate of 16%. The Company's vast pool of human capital is
helping chart the Company's future progress not only in terms of its business but also by its
impact on the community. Over 50,000 hours of volunteering effort was expended by TCSers, in
the past year. One area where considerable progress was made has been in the area of corporate
sustainability. The increased environmental consciousness across the organization has resulted in
reduction in air travel, 8% drop in electricity consumption, lower paper and printer cartridge
utilization. This coupled with 'green' buildings and 'green' technologies has helped reduce carbon
footprint this year.

TCS continues to be an engine of growth because of its proven ability to reinvent the
organization and the business. The Company is positioned to work in collaborative mode,
learning constantly, critically evaluating all that it does and demonstrate the leadership it is
known for. Thanks to the employees and their extended families, the many shareholders and the
community at large, the future holds new promise for TCS as a top technology company
globally.
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Products and Services Profile

TCS TECHNOLOGY OTHER SOFTWARE SERVICES

SOLUTIONS PRODUCTS
TCS Data Cleansing TCS Clin-E2e IT Services
Framework
TCS Business Rules Engine TCS Hospital Management IT Infrastructure Services
Solution
TCS Experience Based KM TCS Silicone Ambulatory Enterprise Solutions
ECG Device and Solution
TCS Call Management TCS Enterprise Integration Consulting
Solution and Control Environment
Solution/Energy and Utilities
TCS PKI Suite (Public Key TCS Bio-Informatics Solution Business Process Outsourcing
Infrastructure)
TCS Certificate Validation Business Intelligence
Server
TCS File Authentication Engineering & Industrial
Solution Services
TCS eLearning Effectiveness Small & Medium Enterprises
Measurement Solution
TCS Code Generator
Framework
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Industry Service Profile

Industries being served by TCS:

The Industry verticals where the Company has a sizable presence are-

•Banking & Financial Services

•Insurance

•Manufacturing

•Telecommunications

•Life Sciences and Health Care

•Retail

•Transportation

•Utilities

•Entertainment and Media

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Types of Strategies used by TCS

Total quality management (TQM) process adopted by TCS, its implementation and
implications during implementation across China.

TQM:

TCS takes responsibility for the products and services it delivers. Their Quality Management
processes ensure that the service they deliver has minimal defects. TCS also provides warranty
periods in its contracts with its customers for after-delivery service in the case of a defect.TCS’s
commitment to quality and schedules ensure that the client's needs are met consistently. It adopts
a systematic approach to problems and encourages experimentation, innovation and creativity in
finding feasible solutions. Being a process-oriented organization, TCS believes that the
definition of good process and subsequent adherence to that process is a critical part in ensuring
a successful project.

Quality Management System:

TCS’s Quality Management System (QMS) is based on the ISO 9001:1994, IEEE standards, ISO
9001-3 and CMM Guidelines. Well-defined architected processes are adopted for development,
implementation, maintenance and conversion projects. These processes are defined in the
Process Handbook documents which form a part of the TCS QMS. TCS also conducts different
reviews at different stages of the project life cycle to ensure high quality.

Reviews:

There are three levels of review that are performed-

Internal Quality reviews, performed by members of the project team,

External Quality reviews that are carried out by analysts external to the project team and a

Final Inspection to make sure all open defects and suggestions have been closed. The objectives
of the review will be to ensure that-
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 The project requirements are met.

 No errors have been introduced.
 Standards are adhered to.
 Testing has been adequate.

Testing: Different type of testing is done to make sure that the system works at its most
minute level, as well as a whole.

 Unit Testing: Testing each module/block as a single unit

 Integration Testing: Testing the different interfaces of the system to make sure it works as
a whole.
 System Testing: Testing the system for system level functionality, security, external
interface, usability and integration of the different modules under it.
 Acceptance Testing: Based on pre-defined acceptance criteria, the client conducts the
acceptance test during this phase. The TCS team provides support during this phase.

The following awards/certifications have been received by TCS in the areas of Quality
Management-

 JRD-QV Appreciation received the second consecutive year in a row (Based on the
MalcolmBaldrige National Quality Award—America’s highest honour for
performance excellence- whichwas established to promote quality awareness, to
recognize quality and business achievementsof U.S. organizations, and to publicize
these organizations’ successful performance strategies).
 ISO 9001 Certification: TCS had been certified enterprise-wide; with the certificate
beingapplicable till 2008. The audit was carried out by RWTUV Germany.
 CMMI Level 5 Certification: TCS had been certified enterprise-wide; with the
certificate beingapplicable till 2007 end. The audit was carried out by Ron Radice
from SEI and Bill Hefley (co-author of P-CMM) as lead assessors.
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Global Network Delivery Model

The Global Network Delivery Model (GNDM) is a truly global network. GNDM is much
more than havingan Indiacentric delivery model with near-shore centres and is not about
setting up OffshoreDevelopment Centres (ODC) in different geographies. The GNDM
enables TCS’s delivery centres tocollaborate on projects, leverage all assets, work on a
‘follow-the-sun model’ if necessary, and above all,through their homogeneity in terms of
quality, skills as well as look-and-feel, give customers the sameexperience of certainty,
irrespective of whether they work with TCS in Chennai, China or Chile. TheCompany
became the first organization in the world to be certified enterprise-wide for ISO 9001-
2000,ISO27001:2005 and ISO 20000:2005 in January 2007. Their customers can
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continue to experience thecertainty of "high quality of service delivery", as they stay

focused on continuous improvement of security, quality and processes in an industry
where technology changes occur frequently.
The essential functions of GDM include:
Onsite -
these are operations performed at the site of the client.
Offshore -
these include operations performed away from the client’s site, generally from low-cost
countries.
Multi-location delivery centers -
it is important to have a multi-location offshore presence in order to mitigate risks
associated with a single location delivery center and to ensure continuity of the business
process.
Front end -
these include marketing and sales functions carried out in the client’s country in order to
obtain repeat business orders and to seek new clients. For a GDM to be successful it is
important toestablish the right structure and thus have the right mix of onsite, front-end
and offshore components.

GNDM focuses on Green theme to strengthen Corporate Sustainability efforts.

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The Growth Strategy

In the late 1990s, to accelerate its revenue growth, TCS decided to employ a three-pronged
strategy. This involved developing new products with high revenue earning potential, tapping
domestic & other fast growing markets and focusing on inorganic growth through mergers &
acquisitions. Results surprise positively: Tata Consultancy Services (TCS) declared surprisingly
strong results inQ1FY10. Revenue grew by 0.5% QoQ (v/s an expected decline of 1.8%) and
PAT grew by 15.7% QoQ (v/san expected decline of 4.0%). EBITDA margins have expanded by
100 bps QoQ, despite this being thefirst quarter of the year. The expansion in margins was
achieved due to 3.9% QoQ reduction in SG&Acosts and just 0.2% increase in CoGS (essentially
due to no salary hikes, decline in manpower, moreoffshore execution and low visa costs).
Excellent volume growth; contained pricing decline: After aquarter of decline in volumes, TCS
witnessed a strong come back in volumes. Overall volumes grew byan impressive 3.54% QoQ
(v/s an expected decline of 2.0%). This growth was achieved on the back of 270bps shift towards
offshore execution. The company also managed to contain its pricing decline to just 25bps QoQ
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(v/s an expected decline of 100 bps). With most price renegotiations, complete pricing islikely to
remain stable, going forward.Sustainable growth indicators still negative: Despite stellar
numbers this quarter, the outlook for thecompany and the sector is far from sunny. Most of the
metrics that point to a sustainable turnaround(employee addition, higher onsite, higher T&M,
etc.) are still not positive. We expect the performanceover the next few quarters to remain
volatile between growth and declines.Management commentary cautiously optimistic:
Management commentary on the earnings call remainssomewhat more optimistic compared to
Q4FY09. However, they are still cautious about future growthoutlook. All positive statements on
good current performance are peppered with comments aboutmacro level uncertainty.One of the
keys to high performing teams lies not just in the communication of shared goals, but ingetting
the climate right. Research by McClelland has shown the strong link between the climate
inwhich people work and their level of performance. Another notable result of this research is
that anestimated 70% of climate is created by management style. So, if you want to look at eam
performanceyou have to look at climate, and if you want to look at climate you have to look at
the manager's style.

When we look at the challenges facing most business leaders today they talk about the need to:

 Deal with increasingly uncertain environments

 Create year on year results against increasing competition
 Constantly strive to do more with less
 Get teams to take responsibility and step up to the mark

In conjunction with a team performance intervention, TCS enabled the Director of a Financial
Servicescompany to turn a two and a half year backlog around within three months. It focussed
critically on theneed to square up to performance issues, galvanised the team and its leaders into
action, forged andput the spotlight on a common goal and instilled new standards on a previously
inefficient group. In aglobal media company tasked with integrating five teams into one, TCS
provided a start point for theirimprovement process and gave clarity on key issues facing the
merged team, specifically:
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 Enhancing leadership style

 Refining goal clarity and focus Improving communication

Working groups focussed on each of these areas and developedaction plans. Finally a bonus
system wasdeveloped for managerslinked to the positive progress of the climate, making them
fully responsible forthe climate they created. Within a complex pension’s environment, a major
IT project team needed todevelop a new platform for their products. The team faced significant
challenges including

 A massive increase in scope (moving the IT platform from onecompany to a group-

wideapplication)
 New political influences and changes through being acquired
 A significant increase in team size
TCS gave the project team a voice; the ability to say what was going right, and what was going
wrong. Itgave the management team immediate information around what they needed to do to
keep the projectmoving and to cope with the increase in complexity and personnel changes
within the team.
Having the information that TCS provided enabled the managers to do something about issues as
theyarose and to take appropriate action. It allowed the Director to address managerialissues and
to make his team accountable. It also enabled benchmarking of improvements in performance
over time and thecomparisons between teams. This in turn increased managers' accountability to
get the climate andperformance right. TCS enabled the management team to successfully deliver
the project and establishthe new IT system as the group's platform.

PTO.
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PTO.
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TCS Co – Innovation Network (COIN)

Globalization has led to higher competitions, in which competitors quickly imitate sources of
competitive advantage. Hence, it becomes necessary for companies to successfully innovate on
sustained basis. Advanced Information and Communication Technologies (ICT) have made it
feasible for companies to collaborate and do Globally Distributed Network (GDN). The
continued progress along third journey combined with the need for tapping capabilities from
other companies and the challenges of innovation delivery helped Tata Consultancy Services
(TCS) move to the next level i.e. ‘IT Services Partner’ to ‘Innovation Partner’. Disruptive
innovations are not a result of a single technology invented by a few people but combination of
various innovations along the entire spectrum (idea generation to consumption) thus making it
necessary to collaborate. The framework of ‘Innovation Network’ is perhaps the only sustainable
way to deliver innovation in today’s environment. Innovation networks as a concept is not
completely new. Typically it has been the technology delivery entity, e.g. Microsoft, IBM driven
innovation networks, or the research entity, e.g. Gartner, Google driven innovation networks that
has been controlling the network and thus being the principle beneficiary. Client companies end
up being customers of the innovation initiatives coming out. In the case of TCS, it is one of the
few instances of a client driven innovation network where the research and delivery elements are
participants.
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With that 360-degree outlook in mind, TCS has convened a global, interconnected innovation
ecosystem— the Co-Innovation Network, or COIN — that links businesses large and small,
well-established and new, with a broad network of partners, suppliers, leading-edge vendors,
outside consultants, academic institutions, and venture capitalists. The prime purpose of COIN is
to create for IT and the business it supports the largest possible “funnel” of innovative and
profitable ideas from numerous, collaborative sources inside and outside an organization. The
key to generating, sustaining, and profiting from innovation is to participate in a multi-
organization innovation network that creates a funnel of ideas full and rich enough for some of
them to survive the journey from thought to business-transforming action. A true COIN
framework needs to be developed to strengthen two key aspects — the ideation perspective and
the execution capability. One of the principle benefits of COIN is spreading the risk of new
undertakings across multiple partners to reduce each partner’s individual risk, while spreading
the search for new ideas across multiple partners to increase the flow of ideas into the funnel and
the flow of innovation back to the partners. Once the funnel is filled with ideas, management can
take ideas from concept to implementation.
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Corporate Governance
The system of rules, practices and processes by which a company is directed and controlled.
Corporate governance essentially involves balancing the interests of the many stakeholders in a
company - these include its shareholders, management, customers, suppliers, financiers,
government and the community. Since corporate governance also provides the framework for
attaining a company's objectives, it encompasses practically every sphere of management, from
action plans and internal controls to performance measurement and corporate disclosure.

Corporate governance became a pressing issue following the 2002 introduction of the Sarbanes-
Oxley Act in the U.S., which was ushered in to restore public confidence in companies and
markets after accounting fraud bankrupted high-profile companies such as Enron and
WorldCom.

Most companies strive to have a high level of corporate governance. These days, it is not enough
for a company to merely be profitable; it also needs to demonstrate good corporate citizenship
through environmental awareness, ethical behavior and sound corporate governance practices.

Tata Codes of Conduct

The values and principles which have governed the manner in which the Tata Group of
companies and their employees have conducted themselves were first formally articulated as the
Tata Code of Conduct in 1998.This Code was intended to serve as a guide to each employee on
the values, ethics and business principles expected of him or her in personal and professional
conduct. It is however important to consider the effect of the rapidly increasing footprint of Tata
Group companies across nationalities and geographical boundaries on the Code, whilst retaining
the ethos of the Tata brand and reputation.This emergent global presence requires an
appropriate modification of the Code to ensure that it addresses and encompasses diverse
cultural, business and related issues universally across our Group.
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I urge each employee to read the current version of the Tata Code of Conduct and take pride in
upholding the high standards of corporate and personal behaviour on which the Tata Group’s
reputation and respectability have been built over the past 140 years.

Ratan N. Tata

The 25 Clauses of TCS Corporate Governance (Codes of Conduct)

Clause:1
National interest
The Tata Group is committed to benefit the economic development of the countries in
which it operates. No Tata company shall undertake any project or activity to the
detriment of the wider interests of the communities in which it operates. A Tata
company’s management practices and business conduct shall benefit the country,
localities and communities in which it operates, to the extent possible and affordable,
and shall be in accordance with the laws of the land. A Tata company, in the course of its
business activities, shall respect the culture, customs and traditions of each country and
region in which it operates. It shall conform to trade procedures, including licensing,
documentation and other necessary formalities, as applicable.
Clause:2
Financial reporting and records
A Tata company shall prepare and maintain its accounts fairly and accurately and in
accordance with the accounting and financial reporting standards which represent the
generally accepted guidelines, principles, standards, laws and regulations of the country
in which the company conducts its business affairs. Internal accounting and audit
procedures shall reflect, fairly and accurately, all of the company’s business transactions
and disposition of assets, and shall have internal controls to provide assurance to the
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company’s board and shareholders that the transactions are accurate and legitimate. All
required information shall be accessible to company auditors and other authorised parties
and government agencies.There shall be no willful omissions of any company
transactions from the books and records, no advance-income recognition and no hidden
bank account and funds. Any willful, material misrepresentation of and / or
misinformation on the financial accounts and reports shall be regarded as a violation of
the Code, apart from inviting appropriate civil or criminal action under the relevant laws.
No employee shall make, authorise, abet or collude in an improper payment, unlawful
commission or bribing.
Clause:3
Competition
A Tata company shall fully support the development and operation of competitive open
markets and shall promote the liberalisation of trade and investment in each country and
market in which it operates. Specifically, no Tata company or employee shall engage in
restrictive trade practices, abuse of market dominance or similar unfair trade activities. A
Tata company or employee shall market the company’s products and services on their
own merits and shall not make unfair and misleading statements about competitors’
products and services. Any collection of competitive information shall be made only in
the normal course of business and shall be obtained only through legally permitted
sources and means.
Clause:4
Equal opportunities employer
A Tata company shall provide equal opportunities to all its employees and all qualified
applicants for employment without regard to their race, caste, religion, colour, ancestry
marital status, gender, sexual orientation, age, nationality, ethnic origin or disability.
Human resource policies shall promote diversity and equality in the workplace, as well a
compliance with all local labour laws, while encouraging the adoption of international
best practices. Employees of a Tata company shall be treated with dignity and in
accordance with the Tata policy of maintaining a work environment free of all forms of
harassment, whether physical, verbal or psychological. Employee policies and practices
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shall be administered in a manner consistent with applicable laws and other provisions of
this Code, respect for the right to privacy and the right to be heard, and that in all matters
equal opportunity is provided to those eligible and decisions are based on merit.
Clause:5
Gifts and donations
A Tata company and its employees shall neither receive nor offer or make, directly or
indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits
that are intended, or perceived, to obtain uncompetitive favours for the conduct of its
business. The company shall cooperate with governmental authorities in efforts to
eliminate all forms of bribery, fraud and corruption. However, a Tata company and its
employees may, with full disclosure, accept and offer nominal gifts, provided such gift
are customarily given and / or are of a commemorative nature. Each company shall have
a policy to clarify its rules and regulations on gifts and entertainment, to be used for the
guidance of its employees.
Clause:6
Government agencies
A Tata company and its employees shall not, unless mandated under applicable laws,
offer or give any company funds or property as donation to any government agency or its
representative, directly or through intermediaries, in order to obtain any favourable
performance of official duties. A Tata company shall comply with government
procurement regulations and shall be transparent in all its dealings with government
agencies.
Clause:7
Political non-alignment
A Tata company shall be committed to and support the constitution and governance
systems of the country in which it operates. A Tata company shall not support any
specific political party or candidate for political office. The company’s conduct shall
preclude any activity that could be interpreted as mutual dependence / favour with any
political body or person, and shall not offer or give any company funds or property as
donations to any political party, candidate or campaign.
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Clause:8
Health, safety and environment
A Tata company shall strive to provide a safe, healthy, clean and ergonomic working
environment for its people. It shall prevent the wasteful use of natural resources and b
committed to improving the environment, particularly with regard to the emission of
greenhouse gases, and shall endeavour to offset the effect of climate change in all spheres
of its activities. A Tata company, in the process of production and sale of its products an
services, shall strive for economic,social and environmental sustainability.
Clause:9
Quality of products and services
A Tata company shall be committed to supply goods and services of world class quality
standards, backed by after-sales services consistent with the requirements of its
customers, while striving for their total satisfaction. The quality standards of the
company’s goods and services shall meet applicable national and international standards.
A Tata company shall display adequate health and safety labels, caveats and other
necessary information on its product packaging.
Clause:10
Corporate citizenship
A Tata company shall be committed to good corporate citizenship, not only in the
compliance of all relevant laws and regulations but also by actively assisting in the
improvement of quality of life of the people in the communities in which it operates. The
company shall encourage volunteering by its employees and collaboration with
community groups. Tata companies are also encouraged to develop systematic processes
and conduct management reviews, as stated in the Tata ‘corporate sustainability
protocol’, from time to time so as to set strategic direction for social development
activity. The company shall not treat these activities as optional, but should strive to
incorporate them as an integral part of its business plan.
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Clause:11
Cooperation of Tata companies
A Tata company shall cooperate with other Tata companies including applicable joint
ventures, by sharing knowledge and physical, human and management resources, and by
making efforts to resolve disputes amicably, as long as this does not adversely affect its
business interests and shareholder value. In the procurement of products and services, a
Tata company shall give preference to other Tata companies, as long as they can provide
these on competitive terms relative to third parties.
Clause:12
Public representation of the company and the Group
The Tata Group honours the information requirements of the public and its stakeholders.
In all its public appearances, with respect to disclosing company and business
information to public constituencies such as the media, the financial community,
employees, shareholders, agents, franchisees, dealers, distributors and importers, a Tata
company or the Tata Group shall be represented only by specifically authorised directors
and employees. It shall be the sole responsibility of these authorised representatives to
disclose information about the company or the Group.
Clause:13
Third party representation
Parties which have business dealings with the Tata Group but are not members of the
Group, such as consultants, agents, sales representatives, distributors, channel partners,
contractors and suppliers, shall not be authorised to represent a Tata company without the
written permission of the Tata company, and / or if their business conduct and ethics are
known to be inconsistent with the Code. Third parties and their employees are expected
to abide by the Code in their interaction with, and on behalf of, a Tata company. Tata
companies are encouraged to sign a nondisclosure agreement with third parties to support
confidentiality of information.
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Clause:14
Use of the Tata brand
The use of the Tata name and trademark shall be governed by manuals, codes and
agreements to be issued by Tata Sons. The use of the Tata brand is defined in and
regulated by the Tata Brand Equity and Business Promotion agreement. No third party or
joint venture shall use the Tata brand to further its interests without specific authorisation.
Clause:15
Group policies
A Tata company shall recommend to its board of directors the adoption of policies and
guidelines periodically formulated by Tata Sons.
Clause:16
Shareholders
A Tata company shall be committed to enhancing shareholder value and complying with
all regulations and laws that govern shareholder rights.The board of directors of a Tata
company shall duly and fairly inform its shareholders about all relevant aspects of the
company’s business, and disclose such information in accordance with relevant
regulations and agreements.
Clause:17
Ethical conduct
Every employee of a Tata company, including full-time directors and the chief executive,
shall exhibit culturally appropriate deportment in the countries they operate in, and deal
on behalf of the company with professionalism, honesty and integrity, while conforming
to high moral and ethical standards. Such conduct shall be fair and transparent and be
perceived to be so by third parties. Every employee of a Tata company shall preserve the
human rights of every individual and the community, and shall strive to honou
commitments. Every employee shall be responsible for the implementation of and
compliance with the Code in his / her environment. Failure to adhere to the Code could
attract severe consequences, including termination of employment.
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Clause:18
Regulatory compliance
Employees of a Tata company, in their business conduct, shall comply with all applicable
laws and regulations, in lette and spirit, in all the territories in which they operate. If the
ethical and professional standards of applicable laws and regulations are below that of the
Code, then the standards of the Code shall prevail. Directors of a Tata company shall
comply with applicable laws and regulations of all the relevant regulatory and other
authorities. As good governance practice they shall safeguard the confidentiality of all
information received by them by virtue of their position.
Clause:19
Concurrent employment
Consistent with applicable laws, an employee of a Tata company shall not, without the
requisite, officially written approval of the company, accept employment or a position of
responsibility (such as a consultant or a director) with any other company, nor provide
freelance services to anyone, with or without remuneration. In the case of a fulltime
director or the chief executive, such approval must be obtained from the board of
directors of the company.
Clause:20
Conflict of interest
An employee or director of a Tata company shall always act in the interest of the
company, and ensure that any business or personal association which he / she may have
does not involve a conflict of interest with the operations of the company and his / her
role therein. An employee, including the executive director (other than independent
director) of a Tata company, shall not accept a position of responsibility in any other non-
Tata company or not-for-profit organisation without specific sanction. The above shall
not apply to (whether for remuneration or
otherwise):
a) Nominations to the boards of Tata companies, joint ventures or associate companies.
b) Memberships / positions of responsibility in educational / professional bodies, wherein
such association will benefit the employee / Tata company.
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c) Nominations / memberships in government committees / bodies or organisations.

d) Exceptional circumstances, as determined by the competent authority.
*Competent authority, in the case of all employees, shall be the chief executive, who in
turn shall report such exceptional cases to the board of directors on a quarterly basis. In
case of the chief executive and executive directors, the Group Corporate Centre shall be
the competent authority. An employee or a director of a Tata company shall not engage in
any business, relationship or activity which might conflict with the interest of his / her
company or the Tata Group. A conflict of interest, actual or potential, may arise where,
directly or indirectly…
a) An employee of a Tata company engages in a business, relationship or activity with
anyone who is party to a transaction with his / her company.
b) An employee is in a position to derive an improper benefit, personally or to any of his
/ her relatives, by making or influencing decisions relating to any transaction.
c) An independent judgement of the company’s or Group’s best interest cannot be
exercised. The main areas of such actual or potential conflicts of interest shall include the
following:
 An employee or a full-time director of a Tata company conducting business on
behalf of his / her company or being in a position to influence a decision with
regard to his / her company’s business with a supplier or customer where his / her
relative is a principal officer or representative, resulting in a benefit to him / her or
his / her relative.
 Award of benefits such as increase in salary or other remuneration, posting,
promotion or recruitment of a relative of an employee of a Tata company, where
such an individual is in a position to influence decisions with regard to such
benefits.
 The interest of the company or the Group can be compromised or defeated.
Notwithstanding such or any other instance of conflict of interest that exist due to
historical reasons, adequate and full disclosure by interested employees shall be made to
the company’s management. It is also incumbent upon every employee to make a full
disclosure of any interest which the employee or the employee’s immediate family,
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including parents, spouse and children, may have in a family business or a company or
firm that is a competitor, supplier, customer or distributor of or has other business
dealings with his / her company. Upon a decision being taken in the matter, the employee
concerned shall be required to take necessary action, as advised, to resolve / avoid the
conflict. If an employee fails to make the required disclosure and the management of its
own accord becomes aware of an instance of conflict of interest that ought to have been
disclosed by the employee, the management shall take a serious view of the matter and
consider suitable disciplinary action against the employee.
Clause:21
Securities transactions and confidential
information
An employee of a Tata company and his / her immediate family shall not derive any
benefit or counsel, or assist others to derive any benefit, from access to and possession
of information about the company or Group or its clients or suppliers that is not in the
public domain and, thus, constitutes unpublished, price-sensitive insider information. An
employee of a Tata company shall not use or proliferate information that is not available
to the investing public, and which therefore constitutes insider information, for making or
giving advice on investment decisions about the securities of the respective Tata
company, Group, client or supplier on which such insider information has been obtained.
Clause:22
Protecting company assets
The assets of a Tata company shall not be misused; they shall be employed primarily and
judiciously for the purpose of conducting the business for which they are duly authorised.
These include tangible assets such as equipment and machinery, systems, facilities,
materials and resources, as well as intangible assets such as information technology and
systems, proprietary information, intellectual property, and relationships with customers
and suppliers.
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Clause:23
Citizenship
The involvement of a Tata employee in civic or public affairs shall be with express
approval from the chief executive of his / her company, subject to this involvement
having no adverse impact on the business affairs of the company or the Tata Group.
Clause:24
Integrity of data furnished
Every employee of a Tata company shall ensure, at all times, the integrity of data or
information furnished by him/her to the company. He/she shall be entirely responsible in
ensuring that the confidentiality of all data is retained and in no circumstance transferred
to any outside person/party in the course of normal operations without express guidelines
from or, the approval of the management.
Clause:25
Reporting concerns
Every employee of a Tata company shall promptly report to the management, and / or
third-party ethics helpline, when she / he becomes aware of any actual or possible
violation of the Code or an event of misconduct, act of misdemeanour or act not in the
company’s interest. Such reporting shall be made available to suppliers and partners, too.
Any Tata employee can choose to make a protected disclosure under the whistleblower
policy of the company, providing for reporting to the chairperson of the audit committee
or the board of directors or specified authority. Such a protected disclosure shall be
forwarded, when there is reasonable evidence to conclude that a violation is possible or
has taken place, with a covering letter, which shall bear the identity of the whistleblower.
The company shall ensure protection to the whistleblower and any attempts to intimidate
him / her would be treated as a violation of the Code.
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Corporate Social Responsibility

The guiding principle of TCS’ Corporate Social Responsibility programs is “Impact through
Empowerment,” where empowerment is a process of strengthening the future today, so that risks
are minimized, value created and certainty is experienced. We strive to ensure that the
communities engaged through our CSR initiatives also experience certainty in their lives.
The core areas for TCS’ CSR programs are education, health and environment. The choice of
education as a theme flows from TCS being in the knowledge domain. Similarly, attention to the
cause of health acknowledges that health is a vital precondition for promoting social good.
Concern for the environment is in line with our belief that this global cause demands our
attention to ensure a sustainable and productive planet. These themes are established centrally for
adoption or adaptation across all geographies.

TCS' Approach
TCS has chosen the following channels to drive its CSR initiatives:
 Developing innovative solutions to address large-scale societal problems by utilizing our
IT core competence.
 Volunteering for projects that address the felt need of communities in which TCS
operates, while aligning with the core themes of TCS’ CSR.
 Participating in community development program championed by our clients.
 Partnering with select non-government and civil society organizations and other
government bodies.
 Supporting large-scale causes such as disaster relief or any other cause as determined by
the Corporate CSR Council.
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 TCS' Initiatives
Some of the initiatives include the following:

Region Sustainable Community Initiatives

India Adult Literacy Programs

University Alliances
TCS’ BPO Employability Program
Academic Interface Program
mKRISHI
WebHealth Center
Mansuki
TCS Maitree village development initiative
TCS Maitree’s Advanced Computer Training Center
Med Mantra
InsighT
Empower
CSR Technical Team’s support to social organizations
North America First Book Club
goIT
UK and Europe Passport to Employability
UK School Partnerships
Stepney Football Club
Today is a Good Day
Asia Pacific InsighT- Australia
SINDA Computer Training
Go for IT!
Library Program in China
Operation Smile
Latin America Environment Leaders
Middle East and Landmark computer training
Africa Scholarships at CIDA City Campus
City Ambassadors Football Club
Support to Reach for Dreams
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Key Facts And Figures

In the year 2011-12 year TCS associates volunteered 58,362 hours on CSR initiatives and
through these initiatives reached out to 57,90,604 beneficiaries.
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Conclusion

Therefore, it can be seen that TCS has grown and has been cultivated strictly on a diet of core
Tata values from which it did not deviate, as a result of which the company has grown several
fold compared to what it was when it was just started. Right from adhering to corporate
governance principles to strategizing based on market dependent forces, TCS has been just as
competitive as any of it’s rivals, but has not compromised on it’s high level of ethical operations
to do so. Therefore, competitive strategy and ethics and good practices are not mutually
exclusive.