CORPORATE SOCIAL RESPONSIBILITY

CORPORATE GOVERNANCE

Presented by: Rachana Shetty (PA-14) Sagar Patel (PA-17)

Overview Of TCS
Part of the Tata group, one of Indias largest industrial conglomerates and most respected brands. Established in 1968 as a division of Tata Sons Limited. It is an IT services, consulting and business solutions organization Offers a consulting-led integrated portfolio of IT and IT-enabled services delivered through its unique Global Network Delivery Model, recognized as the benchmark of excellence in software development. TCS has over 276,000 of the worlds best-trained IT consultants in 44 countries.

Corporate Governance Report

Corporate Governance Structure of TCS

SHAREHOLDERS AND OTHER STAKEHOLDERS

BOARD OF DIRECTORS

Audit Committee
Reviewing with the management, external and internal auditors

Remuneration Committee
Responsible for the assessment and recommendation of compensation policy and determination of compensation level.

Shareholders/ Investors Grievance Committee

Redressal of complaints of investors such as transfer or credit of shares, non receipt of dividend,etc

Other Committees
Ethics

and compliance Committee Bank Account Committee Nominations Committee STPI/SEZ Committee Risk Management Committee Health, Safety and Sustainability Committee

Board Composition
MR.R.N Tata Non-Independent, Non-Executive

*Retired as the Director and Chairman of the Company w.e.f. December 28, 2012.

Mrs. Laura M. Cha Independent, Non-Executive Ceased to be the Director of the Company w.e.f. June 29, 2012.

Mr. S. Mahalingam Non-Independent, Executive Retired as the Chief Financial Officer and Executive Director of the Company w.e.f. February 10, 2013.

Board Diversity

Audit Committee
Seven Audit Committee meetings were held. April 23 2012; July 12 2012 September 4 2012; October 19 2012 December 10 2012 January 14 2013 March 11, 2013 Name Mr. Arman Mehta Mr. V.Thyagarajan
Independent, Non Executive

Mr. V.Thyagarajan

Dr.Ron Sommer

Dr.Vijay Kelkar Mr. Arman Mehta (Chairman) NonIndependent Non Executive

Mr.O.P.Bhatt

Mr. Ishaat Hussain

Number of Meetings during the year 2012-13 Held 7 7 Attended 7 7

Dr. Ron Sommer

Dr.Vijay Kelkar Mr. Ishaat Hussain Mr. O.P. Bhatt

7
7 7 6

6
6 7 6

Remuneration

Commision of Non- Executive Directors

Mr.Cyrus Mistry Mr.Arman Mehta Prof. Clayton Dr.Vijay Kelkar Mr.S.Ramadorai Mr.V.Thyagrajan Dr.Ron Sommer Mr.Ishaat Hussain

Mr.Phiroz Vandrevala Mr.O.P Bhatt

0%
3%

9%
27%

8%
9% 11%

14%

8%

11%

Shareholding Structure
Distribution of equity shares held by directors
3%

2% 1% 1%

Mr.Cyrus Mistry Mr.S.Ramadorai

Mr.N.Chandrasekaran
93%

Mr.PhirozVandrevala
Mr.Ishaat Hussain

Shareholders/ Investors Greivance Committee

Composition Details of the Meeting
Name
Non Independent Mr.V.Thyagarajan (Chairman) Non Executive Independent Non Executive Mr.S.Ramadorai

Number of meetings Held Attended 1 1 1 1 1 1

Mr.V.Thyagarajan
Mr.O.P.Bhatt

Mr.S.Ramadorai Mr.O.P.Bhatt

Details of investors complaints received and Redressal

Opening balance Received during the year Resolved during the year Closing balance

147

146

Ethics and Compliance committee

Prevention of Insider Trading and Code of Corporate Disclosure Practices Applicable to Directors, officers and other employees One meeting was held during the year on January 14,2013

Composition And details

Name Mr.S.Ramdorai

Category NI,NE

Number of meetings held Held 1 Attended 1

Mr.V.Thyagarajan

I,NE

Bank Account Committee

Responsible for approval of opening and closing of bank accounts and to authorize persons.
Independent,Non executive Directors Non Independent Executive Mr.N.Chandrasekaran Mr.Arman Mehta

Executive Committee
review of the following matters Business and strategy review Long term financial projection and cash flows Senior management succession planning Capital and revenue budgets and capital Expenditure programmes
Prof. Clayton Independent Non Executive Dr.Ron Summer

Mr.Cyrus Mistry (Chairman)

Non Independent Non Executive

Mr.S.Ramdorai

Non Independent Executive

Mr.Chandrasekaran

Software Technology Parks of India(STPI)/Special Economic Zone (SEZ) Committee:

Directors

responsible for approval, from time to time, of registration/ renewal of registration/de-registration of various offices

Independent,Non Executive

Non Independent,Executive

Mr.V.Thyagarajan

Mr.N.Chandrasekaran

General Body Meetings

Annual General Meetings

General Body Meetings Extraordinary General Meetings

Post Ballot

Special Resolutions

Financial Date year 2009-10 2010-11 2011-12 July 2,2010 July 1,2011 June 29,2012

Time Venue 3.30 pm New Marine Lines, Mumbai -20 Alteration of AOA

Disclosures
No materially significant related party transactions which have potential conflict No details of non compliance by SEBI or any other statutory authority Fulfils all requirements as per Clause 49

Subsidiary companies
The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company.

Means of Communication:
The quarterly, half-yearly and annual results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express The results are also displayed on the Companys website www.tcs.com Press Releases made by the Company from time to time are also displayed on the Companys website. Presentations made to the institutional investors and analysts after the declaration of the quarterly, half-yearly and annual results are also displayed on the Companys website.

Corporate Social Responsibilty

Divisions For CSR

Education (Rs. 17.62 crores) Health
Adult Literacy Programme (ALP), UDAAN, EMPOWER, Academic Interface Programme (AIP),Advanced Computer Training Centre(ACTC), TCS IT Wiz, Rural IT Quiz,

(Rs. 42.42 crores)

Affirmative Action (Rs. 5.04 crores)

Med Mantra, Tata Medical Centre (TMC), Projects undertaken by CSR TECH Team

BPO employability Programme, COPA ITI Training Turtle hatchlings, Supports 270 plant species, Campaign to protect endangered tree species at Yantra Park

Enviornment
(Rs. 6.52 crores)

Adult Literacy Programme (ALP)

A Computer Based Functional Literacy Programme

undertaken in the year 2000 to address the impediments of illiteracy

through IT Among the first instances of use of IT core competence for social good in India By using multimedia, the product enables an individual to learn, reading, writing, and solving simple arithmetic problems in 45 to 50 hours.

Graduates of Literacy programme in West Africa

 The programme is available in 9 Indian languages, 2 African languages

and Arabic. Since its inception, the ALP has reached 1,93,625 beneficiaries. In fiscal 2013, literacy was imparted to 11125 people. During the year, in partnerships with NGOs and academic institutions, 473 trainers were capacity built to conduct ALP programmes in Telugu, Hindi, Urdu, Odisa and Marathi. One stop shop for all information related to the ALP, with provision

for registration, tracking and monitoring of users as well as gathering

feedback

 Hindi ALP was deployed among the jail population in Lucknow

and New Delhi. In FY 13, the ALP reach in New Delhi

increased from 3 Jails to 10 jails. At Tihar Jail, New Delhi, a total of 300 inmates have been made literate through this programme.

ALP at Womens Jail in Tihar, New Delhi

Project UDAAN
Initiative for increasing employability of Kashmiri Youth

Joint initiative between TCS, National Skill

Development Corporation (NSDC), Government of India and Special Industry Initiative Help Kashmiri youth improve their employability and employment opportunities

TCS is the first organisation in India to sign MOU with NSDC. The 14 week training programme TCS has conducted two batches of training wherein 96 students graduated and 73 have been offered employment with the

Company.

MedMantra

An integrated Hospital Management System along with IT

infrastructure including a comprehensive and fully integrated, webbased solution has been provided free of cost to the Cancer Institute at Chennai. FY13 marked the successful implementation of all 17 modules of MedMantra which were transitioned to a support mode. 3,20,000 investigation results were reported and 125000 consultations were performed.

Tata Medical Centre (TMC)

TCS designed and implemented comprehensive Hospital Management System running on a state of art IT infrastructure for TMC, Kolkata.

In FY13, TCS provided TMC with pro bono IT services valued at

Rs. 4.2 crores. Cancer care centre which will promote prevention, diagnosis and treatment, rehabilitation and palliation and research

 It is being established to serve all sections of the Society, with 50% of the beds earmarked for the underprivileged sections. The Institutions mission is to excel in patient service, as well as education and research in the field of oncology. Strategic alliance and assistance from The Tata Memorial Hospital,

Mumbai

Services provided: Diagnostic services

Therapeutic services
Transfusion Medicines Surgical Oncology Therapeutic Nuclear Medicines Advanced Technologies

Radiation Therapy
Metabolic Imaging Bone Marrow Transplant Unit Rehabilitation Preventive Oncology International Patients Services

Projects undertaken
The CSR TECH Team uses technology as a key enabler to assist and resolve business challenges faced by social organisations while empowering them to be efficient and accountable

In FY13, the team provided end to end consultancy and architected

comprehensive solutions for health focussed NGOs such as

Operation Smile Retina India Foundation Childline India Foundation

Volunteering through TCS Maitree

Founded in February 2002 TCS Maitree strives to create a spirit of camaraderie among TCS associates and their families by organising social activities and events TCS Maitree encourages associates and their families to look upon themselves as a part of TCS extended family The initiatives undertaken through TCS Maitree cultivate and propagate volunteer-driven, meaningful activities for associates and their families Human Resources within TCS leads and facilitates all such associate engagement activities and programmes