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Tata consultancy service limited
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Introduction
Tata Consultancy Services Limited (TCS) is an Indian multinational information technology (IT) service, business solutions and outsourcing Services Company headquartered in Mumbai, Maharashtra. TCS is a subsidiary of the Tata Group and is listed on the Bombay Stock Exchange and the National Stock Exchange of India. It is one of India's most valuable companies and is the largest India-based IT services company by 2012 revenues.
Tata Consultancy Services (TCS) was founded in 1968. Its early contracts included providing punched card services to sister company TISCO (now Tata Steel), working on an Inter-Branch Reconciliation System for the Central Bank of India ,and providing bureau services to Unit Trust of India.
In 1975, TCS conducted its first campus interviews, held at IISc, Bangalore. The recruits comprised 12 Indian Institutes of Technology graduates and three IISc graduates, who became the first TCS employees to enter a formal graduate trainee programme.
Corporate Governance-:
Effective corporate governance practices constitute the strong foundations on which successful commercial enterprises are built to last. These practices are categorized through principle based standards and not just through a framework enforced by regulation. It develops through adoption of ethical practices in all of its Dealings with a wide group of stakeholders encompassing regulators, employees, shareholders, customers and vendors.
The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted Code of Conduct for its employees including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. Both these codes are available on the Company’s website. The Company’s corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the Tata Code of Conduct for Prevention of Insider Trading, as also the Code of Corporate Disclosure Practices.
Board of Directors-:
(i) As on March 31, 2012, the Company has twelve Directors with a Non-Executive Chairman and a Non-Executive Vice Chairman. Of the twelve Directors, ten (i.e. 83.33%) are Non-Executive Directors and six (i.e. 50.00%) are Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreements entered into with the Stock Exchanges.
(ii) None of the Directors on the Board are Members of more than ten Committees or Chairman of more than five Committees across all the public companies in which they are Directors. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2012 have been made by the Directors.
(iii) The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/Memberships held by the min other companies are given herein below. Other directorships do not include alternate directorships, directorships of private limited companies, Section 25 companies and of companies incorporated outside
India. Chairmanships/Memberships of Board Committees include only Audit and Shareholders/Investors Grievance Committees.
Committees of the Board-:
A. Audit Committee
(i) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the Stock Exchanges read with Section 292A of the Companies Act, 1956.
(ii) The Audit Committee invites such of the executives, as it considers appropriate (particularly the head of the finance function), representatives of the Statutory Auditors and representatives of the Internal Auditors to be present at its meetings. The Company Secretary acts as the Secretary to the
Audit Committee.
Other Committees-:
(i) Ethics and Compliance Committee:
In terms of the Company’s Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices (Insider Trading Code), applicable to the Directors, officers and other employees, the Company has an Ethics and Compliance Committee of Directors. The Committee considers matters relating to the Insider Trading Code and also considers matters relating to the Company’s Code of
Conduct (CoC).
(ii) Bank Account Committee:
The Company has a Bank Account Committee of Directors to approve of the opening and closing of bank accounts of the Company and to authorize persons to operate the bank accounts of the Company.
(iii) Nominations Committee:
The Company has a Nominations Committee of Directors comprising of Mr. V. Thyagarajan
(Independent, Non-Executive) as the Chairman, Mr. R. N. Tata (Non-Independent, Non-Executive)
(iv) Executive Committee:
The Company has an Executive Committee of Directors comprising of Mr. R. N. Tata (Non-Independent, Non-Executive) as the Chairman, Mr. S. Ramadorai (Non-Independent, Non-Executive), Prof. Clayton M. Christensen (Independent, Non-Executive), Dr. Ron Sommer (Independent, non-Executive) and Mr. N. Chandrasekaran (Non-Independent, Executive).
Disclosures:-
(i) There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large.
(ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years 2009-10, 2010-11 and 2011-12 respectively: NIL
(iii) The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure I D to the Clause 49 of the Listing Agreements entered into with the Stock Exchanges:
(a) The Company has set up a Remuneration Committee, details of which have been given earlier in this Report.
(b) A message from the CEO and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended
September 30, 2011 was sent to every Member in October 2011.