Annual Report Tata Techno 2010

BETTER INNOVATION
16
th
Annual Report 2009-10
Tata Technologies, founded in 1989 and a part of the Tata
group, is a global leader in Engineering Services Outsourcing
(ESO) and Product Development IT services solutions for
Product Lifecycle Management (PLM) and Enterprise Resource
Management (ERM) to the worlds leading automotive and
aerospace manufacturers and their suppliers.
Tata Technologies has its international headquarters in
Singapore, with regional headquarters in the United States
(Novi, Michigan), India (Pune) and the UK (Luton). The
Company has a combined global work force of more than
4,000 professionals serving clients worldwide from facilities in
North America, Europe and the Asia-Pacifc region.
On the cover: Abstract artist rendition of DNA emphasizing
innovation, technology and globalization.
2010 Tata Technologies Limited
Page
Letter to Shareholder .......................................................................................................................................................................... II
Letter from the COO ............................................................................................................................................................................. IV
Leadership Team................................................................................................................................................................................. VII
Better Innovation ................................................................................................................................................................................. IX
Corporate Social Responsibilty ...................................................................................................................................................... XIX
Board of Directors ......................................................................................................................................................................... XXIII
Notice ........................................................................................................................................................................................................... 1
Directors Report ..................................................................................................................................................................................... 6
Management Discussion and Analysis (MD&A) Report ................................................................................................. 17
Corporate Governance Report ..................................................................................................................................................... 46
Auditors Report .................................................................................................................................................................................... 57
Balance Sheet ........................................................................................................................................................................................ 60
Profit & Loss Account ........................................................................................................................................................................ 61
Cash Flow Statement ........................................................................................................................................................................ 62
Schedules to Accounts, Significant Accounting Policies & Notes on Accounts .............................................. 63
Consolidated Accounts
Auditors Report .................................................................................................................................................................. 85
Balance Sheet ....................................................................................................................................................................... 86
Profit & Loss Account ....................................................................................................................................................... 87
Consolidated Cash Flow Statement ........................................................................................................................ 88
Schedules to Accounts, Significant Accounting Policies & Notes on Accounts ............................. 89
Statements on Subsidiary Companies ................................................................................................................................. 110
Attendance Slip/Proxy ...................................................................................................................................................................... 113
Notes ....................................................................................................................................................................................................... 114
This report and financial statements contained herein have been prepared in compliance with the requirements of the Indian
Companies Act, 1956 and Indian Generally Accepted Accounting Principals (GAAP). The preparation of financial statements requires
management to make estimates and assumptions which affect the reported amounts of income and expenses of the period, assets
and liabilities, as of the date of the financial statements. The estimates and judgements relating to the financial statements have
been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner, the form and
substance of transactions.
CONTENTS Sixteenth Annual Report 2009-10
I | Sixteenth Annual Report 2009-10
HISTORICAL PERFORMANCE
| II
LETTER TO SHAREHOLDER
Dear Fellow Investor,
Your company has emerged from the global economic crisis
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The year 2009-10 presented your Company with an economy in free fall. No one knew
when it would reach bottom, what level that would be and to what level it would
recover. Several of our customers were in bankruptcy. The industry was in turmoil.
Despite the severe constraints and challenges we faced, I am pleased to report to you
that your Company has emerged much stronger and efcient, posting year-on-year
growth in revenue, EBITDA and proft after tax of 3%, 24% and 32% respectively and on
a consolidated basis of -12%, 28% and 38%. How did we do this? Why are we stronger
today? And what are we planning for year 2010-11?
When I wrote to you last year, we had just completed the rebranding of your Company
to Tata Technologies. In the year before, your Company had transformed from a territory-centric organization to one globally
aligned to meet our clients needs. As the global recession reduced revenues across the industry, it challenged your Company to
adapt and respond. We focused on a dramatic reduction of costs and improvement of efciency. Over the years we have been
improving operational efciency towards industry benchmark levels. The economic crisis mandated we get there immediately.
Some actions were onetime cost reductions to refect the market reality; others implemented process improvements that will
remain part of our DNA. As a result, proft after tax improved to Rs. 91 crores, up from Rs. 66 crores the year before. This is despite
consolidated revenues declining 12% to Rs. 1098 crores from Rs. 1241 crores the year before, due to the challenging economic
environment.
We Emerge Stronger
The global economy has started to recover. While it is impossible to predict the future, the signs are encouraging that this
recovery will continue. We are ready if there are future shocks to the banking system. We are much more efcient and we have
generated cash and cash equivalents of Rs. 193 crores consolidated and Rs. 141 crores stand alone. We have replaced the $50mn
term loan in the United States with two new term loans at much more favorable rates for three years. Further, we have taken
your approval for infusion of share capital of up to $30mn from one or more private equity investors to fuel future growth and
to prepare us for the discipline of public listing should we decide to do so in the future.
Deeper Customer Relationships are Helping Us Grow
Despite the economic challenges we kept a keen focus on our customers. In September 2009, at our annual strategy meeting,
we developed new engagement disciplines to help our key accounts derive additional value through deeper relationships with
your Company. This is working as partially evidenced by our ofshore revenue growth of 13%.
Patrick McGoldrick
CEO and Managing Director
Patrick McGold
III | Sixteenth Annual Report 2009-10
Better Innovation
Whether developing products or providing services for customers, it is the comprehensive understanding of every aspect of
manufacturing deeply embedded in our DNA that sets your Company apart, helping our customers save time, reduce costs and
enhance quality. And the driving force is the anything-is-possible attitude of my colleagues around the world; an attitude that
strives to be better and better, creating a deep-rooted culture of Better Innovation.
In January 2010, to help our customers understand what is possible even in a falling economy, your Company showcased a
Tata Nano (the $2500 car) at the Detroit Science Center during the week of the North American International Automotive Show
in Detroit, Michigan. The reception was overwhelmingly positive. The concept of creating safe, all-weather transportation for
people who could never dream of owning a new car; challenging a group of young people to create that car at a price that
previously was hailed as impossible; and then succeeding, resonated with everyone. After experiencing the car, our customers,
journalists and the members of the public consistently said that they never expected to discover that the Nano was a real,
stylish and comfortable car. You may enjoy learning more about the event and subsequent events held around the country
at www.betterinnovation.com. Through this activity your Company is increasingly being recognized for our oferings in frugal
engineering and lean design.
You will recall that in 2006, I wrote to you about the huge challenges our customers face in meeting increased environmental
standards. These challenges have intensifed every year and in 2010, the issues of climate change and the worlds dependence
on fossil fuels especially oil, are now a top-of-mind concern for many of our customers and governments. By anticipating and
planning for these issues early, we are already actively engaged in several alternate energy vehicle programs. Digitization of
the product development process remains critical for our customers to create breakthrough products. In the coming year, your
Company will invest in a world-class virtual reality lab to enable our customers and employees to interact with life-sized digital
prototypes in 3D. This will further enhance the value of our oferings.
In Summary
To sum up, your Company has emerged from the global economic crisis fnancially much stronger and operationally more
efcient. We have delivered record earnings per share and generated record cash. We have also put in place building blocks to
grow by helping our customers create exciting products through what we call Better Innovation.
Several challenges confront us, but none that we have not encountered before. There is growing competition for talent as
competitors and OEMs seeing the value of engineering & design services delivered from India, set up captive units in India. A
side efect is rising salary costs. To meet these and other challenges we will continue to move up the value chain, utilize more of
your Companys own intellectual property in our solutions, develop skills faster and build alternate delivery centres.
Your Companys success even in challenging circumstances has been thanks to the passion, commitment and relentless pursuit
of excellence by the 4,000 men and women who make up the Tata Technologies family. It is they who have made this possible
and I am sure you join me in appreciating their eforts.
I thank you for your continuing trust and support and I look forward to seeing you at the AGM, interacting with you and hearing
the valuable suggestions you may have to help your Company become better and better.
Patrick McGoldrick
Chief Executive Ofcer and Managing Director
| IV
Dear Fellow Investor,
The year 2009-10 was an exceptional year for Tata Technologies. Despite ongoing economic
headwinds, we achieved another year of record post-tax earnings and earnings per share.
Our performance is the result of a multi-faceted strategy to better serve our clients on a
global basis, improve operational efciencies and to capitalize on existing investments.
This strategy is empowering Tata Technologies to deliver better results for today and
providing the foundation for sustainable growth for tomorrow.
Better Serving of Global Clients
Our clients requirements have not changed very much from last year. Saving money,
protecting capital and reducing cost continue to be paramount objectives of the clients
with whom we are partnered. I am pleased to share that we are helping them to achieve
these goals and, at the same time, we are increasing our value proposition by delivering
ground breaking product and process innovation. One of the ways we are exceeding
our clients expectations is through our ofshore engagement model. This strategy
continues to serve the company well and has expanded for all our lines of service. Our
ability to deliver results in any time zone is why our global client profle continues to
grow.
- Provldlng Product Llfecycle Management (PLM) customlzatlon for the 8oelng 787 Dreamllner program resultlng ln
more than 14,000 hours of code development.
- Partnerlng wlth Dow Automotlve ln 8razll, to provlde deslgn-to-bulld lnterlor and exterlor components, speclcally
packaged for a new vehicle program.
- Dellverlng automotlve body-ln-whlte toollng slmulatlon for Comau Plco for multlple Luropean vehlcle programs,
including Mercedes Benz and Volkswagen.
- Commenclng a multlyear engagement wlth Alrbus as an L2S preferred suppller for Plowmaster fuel slmulatlon and
design. Through access to the EKA supercomputer housed on our campus in Pune, India, Tata Technologies will be
providing high-end computational fuid dynamics analysis.
- Lxecutlng a multlyear strateglc partnershlp wlth 1aguar Land Pover for the provlslon of an extenslve array of Appllcatlon
Management Services [AMS] and PLM products and services.
- Past tracklng the development of advanced vehlcle archltecture for a new electrlc vehlcle, lncludlng full vehlcle deslgn
and integration for Genovation Cars. This vehicle will feature the use of all eco-friendly materials and represents a
showcase of Tata Technologies; capabilities and expertise in sustainability engineering.
- Drlvlng operatlonal emclencles at Pzer through the outsourclng of Technlcal Pecords, Drawlng Omce and Contract
Administration Management.
Operational Efciency Improvements
This past year, we implemented an initiative called OE-11, which was designed to improve Tata Technologies operational
efciencies by FY 2011, without compromising our ability to deliver on our clients requirements. Many of these changes were
difcult, as the organization endured a number of key personnel changes. But, these changes were necessary in order to
enable Tata Technologies to be more competitive and to operate more nimbly. The cost containment, rationalization of the
organization and deployment of internal shared-services strategies has proved to be very efective, yielding nearly $11.5 million
of annual savings.
Warren Harris
President and COO
LETTER FROM THE COO
V | Sixteenth Annual Report 2009-10
To assure our shareholders of the long-term sustainability of these actions we have implemented corporate governance
including:
- A rlgorous revlew process to account for pro[ect protablllty for every pro[ect.
- Declslon-maklng authorlty, leadershlp allgnment, and the clarlty of roles and responslblllty on a global basls are better
defned, to assure swift action in accordance with the Companys strategic objectives.
- Pull accountlng of OL-ll lmprovements ln 20ll budgetlng, provldlng momentum for overall buslness margln
improvement.
- |ndlvldual Key Performance |ndlcators |KP|s|, deslgned to drlve more emclency for 20ll budget year. The organlzatlon
is attuned to the expectation that high performance mandates better individual efciency.
- A roadmap for data accuracy lntegrlty and reportlng from all key stakeholders. Clear steps and actlons have been
defned to assure proper benchmarks for improvement.
Capitalizing on Investments
Tata Technologies has made several investments to win more business and, quite frankly, to work smarter as an organization.
Our investment strategy featuring fve distinct components is clearly working, as our client diversity continues to grow and new
market opportunities continue to increase.
Investments in Process Infrastructure
Internal systems for employee recruitment, time booking and leave management, and individual performance assessment
were streamlined in 2009-10 to increase the readiness and availability for all delivery personnel. This leads to quicker
engagement for key client assignments. In addition, this past year, we fnalized development of our Global Engagement
Model [GEM] project management strategy that enables a smooth project handof, ongoing metrics monitoring, critical
quality assurance analytics, and just-in-time resource management all providing consistency on a global basis.
Investments in Existing Technology Enablers
The Company continued to make investments in IT tools designed to improve our ability to be both proactive and responsive
to ever-changing business conditions. The ability of our extended management teams to make on-the-spot business
decisions regarding use of specifc delivery personnel, project proftability and revenue stream analysis was greatly aided
through the ongoing investment in some of our existing technology enablers including SAP. These tools provide best-in-
class dashboards customized to our business processes and for our specifc lines of service. At any given time, 24x7, we
can know all of the necessary analytics to accurately account for project progress and efectiveness. At the same time, we
can detect potential in-process project challenges and make the appropriate decisions for next-step resolution. While
investments in existing technologies arent always viewed with excitement, we have come to learn that its the little things
the details and the processes of our business that we must focus on improving, in order to meet the time sensitive
requirements of our valued clients and to deliver the results to our shareholders.
Investments in Global Connectivity and Institutionalizing Global Governance
Synchronizing an organization on a global basis when your workforce is made up of employees in 14 countries, representing
27 diferent nationalities, requires a tremendous infrastructure to assure global connectivity and to maintain global
operational governance continuity. The Company made a number of investments this past year to improve its global
Wide Area Network [WAN] to make sure that its 4,000+ employees have the latest communications regarding our business.
Many of the delivery personnel work onsite at client locations around the world, while other personnel work out of our
own delivery centers throughout Europe, Asia Pacifc, and North America. Putting all of our employees on the same page
enabling them to work together in concert regardless of national borders or time zones is what we expect our technology
| VI
to do, and we will accept nothing less.
Our clients expect our conformance to industry standards, and that is why I am proud of our certifcations including
ISO-9001 (2000) for Engineering Services, AS-9100 B for Aerospace, Ford CP3 Data Service Provider and CMMi Level 5 for
Engineering Automation Projects and SAP and Software Projects. These critical certifcations demonstrate our commitment
to protecting our own, and our clients, information assets as well as our performance confdence. In 2010, we certifed our
India Delivery Centers against the ISO 27001 Global Information Security Standards. We have also taken active steps to
comply with the various regional rules & regulations required to manage our business globally.
Investment in Company Proprietary Solutions
We continue to expand our investment in our proprietary technology applications iGETIT and iCHECKIT, to provide
even better functionality and value to 120,000 engineers working at many of the most admired companies in the world
including Apple Computer, Alstom, United Technologies, General Electric, and Ford. iGETIT has been improving individual
and corporate knowledge management and delivery through its new interactive reporting capabilities, that provide
instantaneous analytics on individual and/or group knowledge acquisition. Signifcant improvements were realized
this past year for iCHECKIT for CATIA and for Autodesk Inventor, including the linking of iCHECKIT with iGETIT and with
software-specifc PDM frameworks.
Investment in Business Excellence
We have made a signifcant investment in the systematic use of quality management principles in our journey of business
excellence. The Ofce of Strategic Management (OSM) was formed to coordinate our business excellence activities across
all functions and business units. In 2009-10 the OSM have formulated and deployed Balanced Scorecards across all of the
centralized operating divisions to ensure alignment between the Companys strategy and the KPIs for all of our global
teams. These KPIs have been tracked and reinforced by a robust review and action planning process. Our investment
in Business Excellence has been acknowledged by Tata Quality Management Services (TQMS) with the Tata Business
Excellence Model (TBEM) highest delta award.
Summary
I believe Tata Technologies is at the center of an exciting market where the winners will be those companies who have every
part of their organizations working together to drive value for their clients. This emerging market, and the companies who can
lead and deliver, will reap billions of dollars of opportunity.
We have made incredible progress this past year on our overall operational efciencies through our strategies as outlined. We
have aggressively worked to win over new clients and have succeeded. Our ability to deliver multiple, and diverse, solutions
to the overall product development process including IT, PLM and Engineering Outsourced Services are thriving; and our
opportunity to take on mega-engagements is expanding. Our global delivery model has achieved new levels of scalability
and increased project proftability. Our transformation into a global company is an ongoing journey, where improvement can
always be found; but there is no doubt of our drive to be a dominant player in the product development marketplace.
I must express my thanks to the extended Tata Technologies team of professionals worldwide, whose dedication and relentless
support of our value proposition have made what we achieved possible; and who provide the greatest measure of my optimism
for the year ahead.
Warren Harris
President and Chief Operating Ofcer
VII | Sixteenth Annual Report 2009-10 VVVI VI VVV III | || SSSSi Si SSS xteenth AAn An AAAn An AAn AA nu nuaaaal al aa R Rep eport 2009 09-1 -10
LEADERSHIP TEAM
VII | Sixteenth Annual Report 2009-2010
Warren Harris
President & COO
Gopinath Jayaraj
Corporate Quality Head
Nick Sale
COO of Europe
Ron Bienkowski
Executive
Vice President
Kevin Fisher
Head of Delivery
Operations
V. Balaji
Chief Information
Ocer
| VIII | | | ||| VIII | VIII
Samir Yajnik
President
Global Services
Anubhav Kapoor
General Counsel &
Company Secretary
Patrick McGoldrick
CEO & Managing
Director
Samrat Gupta
Chief Financial Ocer
T.N. Umamaheshwaran
Chief Technology Ocer
Milind Kaulgud
Head of Human
Resources
IX | Sixteenth Annual Report 2009-10
BETTER INNOVATION - ITS IN OUR DNA
DNA is a diference maker. Its the life force that sets you apart.
In the biomolecular world, scientists acknowledge that DNA
(deoxyribonucleic acid) contains the genetic instructions for
the development and functioning of all living organisms. The
main role of DNA molecules is to store the information needed
to construct life-giving cells.
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In simple terms, DNA is a set of blueprints for life itself.
In a similar way, most businesses have DNA information that
is stored and retrieved as necessary to guide the company
during its life. This blueprint is vast and contains accumulated
technology knowledge, theoretical research, approaches
to sustainability, best practices, tested business processes,
historical analysis, individual and collective experiences
and guiding principles. Each company has diferent stored
information, which makes each organization unique.
At Tata Technologies, we believe our DNA is diferent because
of one signifcant and inherent component: innovation.
We are on a mission to make sure that our innovation is
inspiring to our clients and to their customers and creates
powerful impressions. We work to ensure that our innovation
refects deep insight into our clients business requirements.
And we are dedicated to innovation that applies breakthrough
imagination to traditional problems. We believe innovation
that is inspiring, insightful and imaginative is BETTER
INNOVATION.
BETTER INNOVATION has been the nucleus of Tata Technologies
strategy for more than 20 years. How do we do it? In many ways.
We are developing new products with experimental materials
that will be game-changers in product sustainability and
environmental responsibility. We collaborate with companies
to transform product development processes to compete
with best-in-class companies. We engage our clients to rethink
and then implement new processes to achieve previously
unthinkable product management lifecycle efciencies. We
deliver highly cost-efective engineering services that help
our customers enter new markets. Our business innovation
enables our clients to move with agility and fexibility without
compromising transparency.
In January of 2010, we took our BETTER INNOVATION story
on the road highlighting our contributions to the design and
manufacturing success of the exciting Tata Nano. The tour
helped bring the unique Tata Technologies DNA into sharp
focus and was warmly received by the media and our clients.
Over the following pages, you will fnd several examples of
how we are delivering BETTER INNOVATION to our clients.
Thats our DNA. And thats our mission.
innovation that is inspiring, insightful and imaginative is
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| President & Global COO
| X | X
XI | Sixteenth Annual Report 2009-10
CLIENT INNOVATION PROFILE: AIRBUS
FAST FACTS:
Company: Airbus
Industry: Aerospace
Location: Europe
Employees: 52,000
Revenues [Euro] 28 billion
Innovation Perspective:
Innovation sometimes requires unconventional execution.
Innovation is not constrained by national borders, and neither
is world-class engineering talent. Now more than ever,
innovation is unbounded. Fast computers, bright engineers
and a virtual digital design environment enable innovation,
solving complex problems at the speed of light.
The Opportunity:
Airbus paramount responsibility is to ensure the safety of
millions of passengers who board its airplanes every day.
Every potential compromise to this objective requires various
engineered solutions and analysis to mitigate the risk.
Every commercial aircraft has a complex fuel system design
confguration consisting of fuel tanks, fuel lines, pumps,
flters, vapor return lines, fuel system vents and evaporate
emission control systems that provide fuel supply and fuel
metering.
Passenger safety requires a reliable fuel system. Key factors
are the predictability of the oxygen level in the tank combined
with the fuel fow structure.Fortunately, computational fuid
dynamics analysis technology and expertscan provide the
BETTER INNOVATION that is so valuable in such a critical
situation.
Tata Technologies has become a reliable
supplier and has provided a quick solution
to Airbus CFD Fuel Systems requirements
through the establishment of high level
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The Challenge:
Tata Technologies mobilized an ofshore delivery team with
world-class technology and CFD knowledge to ensure fuel
system design optimization. Due to the range and size of
the calculations required, supercomputing technology with
multi CPU high performance capabilities was essential. As a
developing EADS Strategic Supplier (E2S), Tata Technologies
is a preferred engineering services supplier for fuel systems
design.
Our ability to provide ofshoring solutions to complex
engineering problems on a global basis with high standard
processes and state-of-the-art computing technology is
what aircraft manufacturers require, says Ian Todd, Tata
Technologies Client Services Executive for Airbus.
The Innovation:
Through the use of the EKA supercomputer located on the
Tata Technologies campus in Pune, India, and with support
of a 10 man Indian CFD team, new fuel system designs that
predicted the mix of species within the fuel tank for safe fight
conditions were provided to Airbus.
The innovative engineered solution required performing
millions of calculations with 64-bit computing on data sets
approaching 2 terabytes in size and run times exceeding
35 days. Tata Technologies used a rich set of analysis tools
including ANSYS ICEM, FLUENT and FieldView combined with
CATIA V5.
Tata Technologies have become a reliable supplier and
has provided a quick solution to Airbus CFD Fuel Systems
requirements through the establishment of high level
processes, says Ruchir Dayal, Airbus Head of CFD & Fuel
Systems Domain.
| XII
'Innovation in Safety and Reliability
XIII | Sixteenth Annual Report 2009-10
CLIENT INNOVATION PROFILE: FORD MOTOR COMPANY
FAST FACTS:
Company: Ford Motor Company
Industry: Automotive
Location: United States
Employees: 176,000
Revenues [USD] $118 billion
It has been said that learning and innovation go hand in
hand, and sometimes the arrogance of success is to think that
what you did yesterday will be sufcient for tomorrow. The
business landscape is scattered with casualties of those who
thought that way. But to those who know that knowledge
is renewable and that learning is essential for all of life,
innovation is inevitable.
The Opportunity:
When a company of 176,000 employees with manufacturing
operations in 80 countries worldwide makes a decision to
centralize its engineering best practices and manufacturing
processes on a global basis, the implications are serious and
far reaching for the company itself and its supply chain. This
was the case for Ford Motor Company in 2008 while it was in
the process of reorganizing its business in the midst of the
global economic downturn.
The Challenge:
Ford owned many diferent systems that created, managed
and delivered its knowledge [i.e., engineering/manufacturing
methods, best practices] and processes on a global scale.
What was lacking was centralization that enables common
access, awareness based on individual and departmental
roles, validation of knowledge that should be disseminated,
capture and collection of new knowledge, and fnally, delivery
of knowledge to a vast global organization. Underpinning
those requirements was the need for a cost-efective solution
that met all of these requirements.
iGETIT has helped our company capture,
centralize and cost effectively deliver the
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| Pete Lamoureux,
Digital Innovation Manager, Ford
The Innovation:
Beginning in 2008, Tata Technologies deployed at Ford its
own commercially [with a user base of over 120,000 users]
developed knowledge-management solution called iGETIT.
Ford implemented this innovative software-as-a-service
application behind its IT systems frewall using iGETITs
standard development toolkit to customize the program to
enable role-based access to Ford employees and suppliers
anywhere, any time. Early on, Ford understood the value of
knowledge management that delivers the right information
to the right people to enable better product development
innovation, says John Lopez, Client Relationship Executive for
Ford Motor Company.
With its common look and feel, the system helps more than
7,000 Ford personnel and employees from nearly 100 Tier One
suppliers design and build cars though Ford specifc methods.
Through a single web logon, important information relative
to new standards, processes, best practices are available to
design and manufacturing engineers with diferent roles.
Tata Technologies innovation is helping Ford engineers
gain access to knowledge that will in turn make them more
innovative.
iGETIT has helped our company capture, centralize and cost-
efectively deliver the knowledge necessary to design and
build cars globally, says Pete Lamoureux, Digital Innovation
Manager, Ford. iGETIT enables common methods and
processes to be shared and better understood which in
turn helps support our global programs and platform
development and manufacturing.
| XIV
'Innovation in Global Knowledge
Transformation
XV | Sixteenth Annual Report 2009-10
CLIENT INNOVATION PROFILE: JAGUAR LAND ROVER
Innovation is often times a solution to a problem that no one is
looking to solve. Instinctively, one may think there has to be a
better way of doing something, but that doesnt always serve
as the motivation to fguring out what that better way is. And
thats when an entrepreneurial approach to problem solving
balanced with a systematic mode of execution becomes the
basis for an intelligent and innovative commercial model.
The Opportunity:
Tata Technologies is strategically partnered with Jaguar Land
Rover [JLR] to provide a complete array of IT- related services
that have everyday implications for how JLR transacts
its business. Non-core business activities are routinely
outsourced to best-in-class providers in order to manage
cost, increase fexibility and to better serve JLR clients.
One of the many ways that Tata Technologies is helping JLR
transform its business is through the ongoing deployment
of application management services across many types
of software tools, including PLM and ERP. These business
opportunities are not always easily discernable at frst glance
and sometimes are not self-evident. Transformative business
innovation opportunities require thorough investigation and
a highly consultative approach to crafting the right solution.
Best solutions are usually driven by entrepreneurial creativity
balanced with an eye toward organizational process
scalability.
The highest degree of transparency and
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experience and the cornerstone of our
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The Challenge:
Jaguar Land Rover operates a comprehensive sales network
for distribution of all of its new vehicles to 63 countries. Every
event related to the selection, procurement, distribution
and client sale must be tracked and risk-managed to drive
optimal results. Each national sales network component
has fuctuating business conditions that afect the fnancial
bottom-line of each respective sales company network. The
challenge was to design an IT services support solution that
enabled overall scalability and fexibility to the national sales
companies.
The Innovation:
Developing a commercial model for JLR that enabled a
high-degree of transparency resulted in the package and
implementation of SAP support services to the network of
national sales companies. Our willingness to innovate a
modular, consumption-based solution for use around SAP
application managed services was very diferent from the
previous deployments, says Richard Welford, Vice President
of Automotive Europe and responsible for Global Services
business development at JLR. Now more than ever, large
organizations need to operate with the speed and agility of
small entrepreneurial companies, and we are collaborating
with JLR to meet that challenge.
What you see is what you get with Tata Technologies. The
highest degree of transparency and the ultimate in fexibility
has been our experience and the cornerstone of our strategic
partnership for several years, says Jeremy Vincent, Chief
Information Ofcer of JLR.
FAST FACTS:
Company: Jaguar Land Rover
Industry: Automotive
Location: Europe
Employees: 16,000
Revenues [USD] $7.5 billion
| XVI
'Innovation in Business
Transformation
XVII | Sixteenth Annual Report 2009-10
CLIENT INNOVATION PROFILE: TATA MOTORS
FAST FACTS:
Company: Tata Motors
Industry: Automobiles
Location: India
Employees: 24,000
Revenues [USD] $14 billion
Revolutionary innovation is almost always the result of
inspiration underpinned by resolve and commitment. History
is replete with extraordinary examples of revolutionary
innovations including Henry Fords Model T, the Wright
brothers airplane, Thomas Edisons incandescent light bulb
and Alexander Graham Bells telephone. Each innovation
has served as a catalyst to improve the quality of life for the
common person and has subsequently changed human
history.
The Opportunity:
Sometimes opportunity arises out of doing what is right
for the common good. This mindset is what served as the
catalyst for the Tata Nano in 2003, when Mr. Ratan N. Tata,
Group Chairman of Tata Sons, saw a family of four on a motor
scooter in inclement weather. This incident served as the
impetus and the inspiration to develop transportation for
families in India who could not otherwise aford the lowest-
cost vehicles there.
Initially, a small team of four young engineers was assembled
and they were challenged to investigate what seemed like the
impossible task; develop safe and afordable transportation
for $2000. If achieved, this opportunity would change the
lives of potentially millions of families forever. Three of the
four initial members were from the Tata Technologies team.
The Challenge:
When the inspiration for the Tata Nano was conceived,
every conventional approach to vehicle design was in
question, in order to conform to the vision of achieving
safe, afordable transportation. Every aspect of the vehicle
program was subject to new thinking and required a new
level of commitment by each of the program partners. Tata
Technologies was to play a prominent role in engineering and
design, product data management support and integration
and overall systems development as a key partner to Tata
Motors. Mr. Tatas promise to produce a $2000 car for India is
one of the greatest challenges ever taken on by any company
in the automotive industry, and we are very pleased to have
been a key partner to Tata Motors in making the dream
become a reality for potentially millions of families, says
Patrick McGoldrick, CEO Tata Technologies.
The Innovation:
Tata Technologies proudly provided nearly 100 engineers to
the Nano project, resulting in 18 patents fled on behalf of Tata
Motors. The majority of the computational fuid dynamics
(CDF) analysis for vehicle aerodynamics, under-hood and
powertrain cooling were conducted by Tata Technologies.
Additional CFD analysis for vehicle handling, crash and
durability, and HVAC were managed to ensure passenger
comfort and safety.
The Company was responsible for delivering a frugal
engineering approach to the development of several major
systems including new engine design, chassis design, fuel
systems, brake systems, suspension, steering and wheels/
tires. Digital Manufacturing technology and best practices
were implemented to optimize plant confguration
and productivity. As the chief digital design integrator,
Tata Technologies played a key role in the supply chain
collaboration with many of the 100 suppliers to the Nano
project.
The promise to produce a $2000 car for India is one of the greatest challenges ever
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| Patrick McGoldrick
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| XVIII
'Innovation in Frugal Engineering
XIX | Sixteenth Annual Report 2009-10
Missionaries of Charity
On Christmas and New Years Day, Tata Technologies volunteers raised funds that were
used to purchase groceries, toiletries, clothes, and medicines. These life essential
supplies were then distributed between three homes of Missionaries of Charity in
the Pune area. In addition, employee volunteer committed these days to selfess
interaction with the homeless individuals who often seek refuge at these homes.
Two of the Missionaries of Charity homes house approximately 220 individuals.
These homes provide care shelter for physically and mentally challenged people who
have been abandoned. The central principle of compassion of these homes is that
every human being should be provided with respect and dignity regardless of their
circumstances of life. The third home provides much needed care for 186 HIV infected
children & mentally challenged women.
Cyber Safety
Tata Technologies volunteer employees were actively involved in Cyber Safe Pune
2009 a three-day awareness campaign on cyber safety and security issues for
clients, industry, academia, and other stakeholders. The campaign addressed issues
of information security, cyber crime, cyber security, best practices and preventive
measures. The National Association of Software and Services Companies - Data
Security Council of India (NASSCOM - DSCI) organized the campaign under the Cyber
Security project sponsored by the Department of Information Technology, Ministry of
Communications & Information Technology, Government of India. The program is part
of a larger Trusted Sourcing initiative to strengthen Indias regulatory framework and
reinforce Indias appeal as an outsourcing destination.
School Kit Donation Drive
The initiative occurred on the anniversary of Indias Independence Day. Tata
Technologies volunteers provided School Kits containing pencils; paper, pens, shoes
and other needed supplies to 55 students from the nearby Zilla Parishad School in
Hinjawadi Village. In addition to the kits, employee volunteers provided lectures on
various topics to the students. Tata Technologies volunteers also fnancially sponsored
all of the books that students use in their studies for the academic year 2009 -2010.
This initiative is now an annual commitment.
CORPORATE SOCIAL RESPONSIBILITY
The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive diference in the
communities in which the Company does business through its support of select programs, outreach eforts and initiatives that
improve and enhance the quality of life. Our goal is to make things better for the planet, better for people, and better for the
communities in which we serve. Better CSR now and better CSR in the future.
The following represent a partial listing of the many community initiatives Tata Technologies is supporting.
| XX
Swine Flu Education & Prevention
Employee volunteers from Tata Technologies has organized lectures on the importance
of maintaining personal hygiene and provided this education to every home in the
local Hinjawadi village. In addition volunteers have fnancially donated First Aid Kit
along with respiratory masks as one way to combat Swine Flu prevention.
Blood Donation Drives
Each year, the Company organises two drives aimed at blood donations. In this past
year 187 employees donated their blood, which achieved a new company goal through
overwhelming response from our gardeners, security personnel, housekeeping staf,
and contractors. Emergency blood transfusions are made available to the Hinjawadi
neighboring villagers at no cost because of Tata Technologies employee blood
donations.
Community Network Services Inc.
The Tata Technologies North America CSR Program closed calendar 2009 with two
strong holiday season eforts. Employees again supported the Adopt-A-Family
program administered by CNS of Oakland County. Tata Technologies employees
collected funds and shopped for gifts for underprivileged families, all of which were
presented, along with additional cash donations, to a CNS representative at the annual
Holiday Luncheon in December, at the North American headquarters ofce in Novi,
Michigan. CNS is a private, non-proft agency that provides comprehensive health and
social services to nearly 3,000 individuals in Oakland County, Michigan, home of the
Tata Technologies North American Headquarters facility.
Operation Christmas Drop
This initiative was a holiday season efort that had the Denver and Detroit ofces
teaming up to collect Christmas decorations and gifts to ship to the soldiers of the
3rd Battalion, 157th Field Artillery, a unit of the Colorado National Guard, deployed
in Ramadi, Iraq and spending the holiday season away from their families and their
homes.
XXI | Sixteenth Annual Report 2009-10
The Macomb Homeless Coalition
MHC is an umbrella association of providers of shelter and supportive services in
Macomb County, Michigan, a community neighboring the Tata Technologies North
American Headquarters facility. Tata Technologies donated a van-load of clothing
shirts, jackets and caps bearing the Companys old branding, following the re-
branding initiative in April 2009. The Company also supports Homeless Connection
Day annually (for which it won the previously mentioned recognition) and participates
in ongoing support of the MHC Warming Center throughout each winter, collecting
personal care items, clothes and bedding shared with shelter attendees.
Environmental Stewardship
The North America CSR Program initiated an ofce-recycling program at its facilities
in North America to be better stewards of the environment. The program includes
bins for the collection of waste paper and plastic bottles. Tata Technologies believes
that companies have a responsibility to be stewards of the local environment, and
with this move, Tata Technologies hopes to enhance its role as a corporate citizen by
encouraging all professionals to participate at the ofce, and at client sites where such
programs exist.
First Book
The Tata group encourages North America group companies to support First Book,
a non-proft organization dedicated to giving children from low-income families the
opportunity to own their frst new books. First Book provides an ongoing supply of
new books to children in community-based mentoring, tutoring, and family literacy
programs. Founded in 1992, First Book was developed to leverage local volunteers
who reach children through existing literacy programs such as Head Start centers,
libraries, soup kitchens, churches, housing projects, and after school initiatives. Tata
Technologies will launch the frst Michigan-base First Book initiative in September
2010.
Colorado Coats
This past winter, Tata Technologies professionals initiated a campaign to be part of a
local-to-Colorado, U.S. non-proft coat drive. In conjunction with Dependable Cleaners
and KMGH-TV, Tata Technologies professionals donated dozens of coats for people in
need throughout Colorado. It is believed to be the largest coat drive in the U.S. Since
its inception in 1982, over 1.5 million coats have been distributed. Last year, more than
80,000 coats were donated to people and non-proft organizations in need.
| XXII
CSR Awards
On December 8, 2009, NA CSR Committee work was honored by the Macomb County Services Agency (MCCSA) at its annual
Community Recognition Luncheon. On behalf of the MCCSA, we would like to recognize and ofer our thanks for the contribution
that Tata Technologies has made to assist the homeless through MCCSAs Continuum of Care and the Macomb Homeless
Coalition, read the award. CSR Committee members attended to accept the recognition on behalf of all the employees who
have donated their time and funds, and on behalf of the Company for its support of these initiatives.
Tata Technologies also was recognized in December 2009, with a Platinum Award for the contributions of time and equipment
to support the annual Community Network Services (CNS) Community Connection Day, at which employees volunteered their
time to assist underprivileged individuals and families fnd afordable health care and housing, food and clothing, and resources
to assist with employment. In addition, Tata Technologies donated the use of 10 Training Department laptop computers to
identify resources online at the event, held in May 2009.
XXIII | Sixteenth Annual Report 2009-10
Board of Directors
\
Company Secretary
S Ramadorai
Chairman
R Gopalakrishnan
P R McGoldrick
CEO & Managing Director
C Ramakrishnan
Anubhav Kapoor
P P Kadle
Company Auditors
Deloitte Haskins & Sells
Registered Ofce
25, Rajiv Gandhi Infotech Park,
Hinjawadi,
Pune - 411 057
India
Registrars & Transfer Agents
TSR Darashaw Limited
6-10, Haji Moosa Patrawala
Industrial Estate,
20, Dr. E. Moses Road,
Mahalaxmi, Mumbai 400011
Tel : 91 22 6656 8484
Fax : 91 22 6656 8494
E-mail: csg-unit@tsrdarashaw.com
Website: www.tsrdarashaw.com
BOARD OF DIRECTORS
1
NOTICE
NOTICE IS HEREBY GIVEN THAT THE SIXTEENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF TATA
TECHNOLOGIES LIMITED will be held on Tuesday, July 20, 2010 at 3:30 p.m. at the Registered Office of the
Company at Plot No. 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune - 411 057 to transact the following business:-
Ordinary Business
1 To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2010 and
the Balance Sheet as at that date together with Report of the Directors and Auditors thereon.
2 To declare dividend on Equity Shares.
3 To appoint a Director in place of Mr R Gopalakrishnan who retires by rotation and is eligible for reappointment.
4 To appoint Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion
of the next Annual General Meeting of the Company and to authorize the Board of Directors to fix their
remuneration. M/s Deloitte Haskins & Sells, Chartered Accountants, the retiring auditors are eligible for
reappointment.
Special Business
5. Reappointment of Mr Patrick McGoldrick as Managing Director
To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary
Resolution:
RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 311, 316 and other applicable provisions,
if any, of the Companies Act, 1956 (the Act), read with Schedule XIII of the Act, the Company hereby
approves the reappointment of Mr Patrick R McGoldrick, as Managing Director of the Company, for the
period from September 1, 2010 to September 08, 2014 on the terms and conditions, as set out in the
Explanatory Statement annexed to this Notice.
RESOLVED FURTHER that notwithstanding anything to the contrary contained herein, where in any financial
year during the currency of the tenure of Mr McGoldrick, the Company has no profits or its profits are
inadequate, the Company will, subject to the approval of Government of India under applicable laws, if any,
continue to pay remuneration by way of salary, incentive remuneration as set out in the Explanatory
Statement.
RESOLVED FURTHER that the Board of Directors of the Company or a Committee thereof, be and is hereby
authorized to alter and vary the terms and conditions of the said reappointment in such manner as may be
agreed and to do all such acts, deeds, matters and things as may be necessary, proper and expedient to give
effect to this Resolution.
Notes:
1. The relative Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of Item
No. 5 set out in the Notice is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.
3. The Proxy as per the format given in the Annual Report should be duly filled, stamped, signed and received
by the Company at its registered office not less than 48 hours before the time for holding the meeting.
4. The Register of Members and the Transfer Books of the Company will be closed from July 06, 2010 to
July 09, 2010, both days inclusive.
5. The dividend on Equity Shares as recommended by the Directors for the year ended March 31, 2010 if
declared will be payable on or after July 20, 2010 in accordance with the Resolution to be passed by the
Members of the Company.
6. As per the provisions of the Companies Act, 1956, facility for making nominations is available for Members
in respect of shares held by them. Nomination Forms can be obtained from the Companys Registrar and
Transfer Agents.
Sixteenth Annual Report 2009-10
Tata Technologies Limited
2
7. Members may please note the contact details of the Companys Registrar and Transfer Agents, M/s TSR
Darashaw Limited, as follows:
TSR Darashaw Limited
6-10 Haji Moosa Patrawala Industrial Estate,
Mahalaxmi, Mumbai- 400011
Tel: +91 22 66568484
Fax: +91 22 66568494
Email: csg-unit@tsrdarashaw.com
8. Members are requested to notify the change in their Address, Bank Details, etc. if any, to the Companys
Registrar and Transfer Agents. Shareholders should quote their folio numbers in all their correspondence
with the Company and the Registrar and Transfer Agents.
9. Members attention is particularly drawn to the Unclaimed and Unpaid Dividend section under General
Shareholder Information in the Corporate Governance Report.
By Order of the Board of Directors
Anubhav Kapoor
General Counsel and Company Secretary
Pune, June 21, 2010
Registered Office:
Hinjawadi,
Pune 411 057
3
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956
The following Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956, (the Act) sets
out all material facts relating to the business mentioned at Item No. 5 of the accompanying Notice:
Item No. 5:
1. Members at the Annual General Meeting of the Company held on June 25, 2005 had reappointed,
Mr P R McGoldrick as the Managing Director of the Company for a period of 5 years effective September
1, 2005. His present term of appointment expires on August 31, 2010. The Company had also obtained
approval from the Central Government vide letter no.12/19/2006-CL. VII dated November 14, 2006 for
the above reappointment.
2. On the recommendation of the Remuneration & Compensation Committee and subject to the approval
of the Members, the Board of Directors of your Company (the Board) at its meeting held on May 12,
2010, has unanimously approved the reappointment of Mr McGoldrick, as the Managing Director of
the Company for the period from September 1, 2010 to September 08, 2014 on the same terms and
conditions. The Members may please note that Mr McGoldrick turns 65 years on September 08, 2014.
The terms of reappointment of Mr McGoldrick inter alia, include the following:
i. Remuneration:
a. Salary: up to a maximum of Rs 4,00,000/- (Rupees four lacs) per month with authority to
the Board, which expression shall include a Committee thereof, to fix the salary within
the above maximum amount from time to time. The annual increment will be merit based
and take into account the Companys performance.
b. Incentive Remuneration: up to 200% of salary to be paid at the discretion of the Board
annually based on certain key performance criteria.
c. Further, Mr McGoldrick shall be provided with hotel accommodation and chauffeur driven
car during his stay in India and all expenses in connection with the Companys official
business shall be borne by the Company. Expenses incurred on air travel in connection
with the Companys work will be borne by the Company.
d. Provision of car and other facilities mentioned above for use of the Companys business
will not be considered as perquisites.
e. Apart from the above, the Company would not pay any commission to Mr P R McGoldrick
and make any contributions to the Provident Fund, Superannuation Fund or Annuity
Fund in respect of the said appointment. No gratuity is payable to the Managing Director.
ii. Minimum Remuneration: Notwithstanding anything to the contrary herein contained and subject
to any approvals, if required, where in any financial year during the currency of the tenure of
Mr McGoldrick, the profits are inadequate, the Company will pay remuneration by way of salary,
incentive remuneration, as specified above.
iii. Mr McGoldrick, Managing Director shall carry out such duties as may be entrusted to him,
subject to superintendence, control and direction of the Board of Directors and shall be
responsible for the overall management of the Company.
iv. Other terms of reappointment include the following:-
a) The Agreement may be terminated by either party giving the other party three months
notice or the Company paying three months remuneration in lieu of the notice.
b) If at any time, Mr McGoldrick ceases to be a Director of the Company for any cause
whatsoever, he shall cease to be the Managing Director of the Company. If at any time,
Mr McGoldrick ceases to be in the employment of the Company for any cause whatsoever,
he shall cease to be a Director of the Company without claim for compensation for loss
of office.
c) Mr McGoldrick is appointed by virtue of his employment in the Company and his
appointment is subject to the provisions of the Act including Section 283 of the Act.
d) Mr McGoldrick shall not be entitled to supplement his earnings under the Agreement
with any buying or selling commission. He shall not also become interested or otherwise
concerned directly or indirectly, through his relatives or controlled affiliates, in any selling
agency of the Company.
4
3. In compliance with the provisions of Sections 269, 309, 316 and other applicable provisions of the Act, the
terms of remuneration specified above are now being placed before the Members for their approval.
4. The above may be treated as an abstract of the draft Agreement between the Company and Mr McGoldrick,
pursuant to Section 302 of the Act.
5. The draft Agreement between the Company and Mr McGoldrick is available for inspection by the Members
of the Company at its Registered Office between 10:00 a.m. to 12:00 noon on any working day of the
Company.
6. None of the Directors, except Mr McGoldrick, is concerned or interested in Item No. 5 of the Notice.
7. The Directors recommend the resolution at Item No. 5 of the accompanying Notice for approval of the
Members of the Company.
By Order of the Board of Directors
Anubhav Kapoor
Pune, June 21, 2010
Registered Office:
Hinjawadi,
Pune 411 057
5
DETAILS ABOUT MR R GOPALAKRISHNAN, THE RETIRING DIRECTOR
OFFERING HIMSELF FOR RE-APPOINTMENT
Date of Birth & Age December 25, 1945; 64 years
Date of Appointment March 08, 2001
Qualifications Bachelors degree in Science and a B.Tech (Electronics)
degree from the Indian Institute of Technology (IIT),
Kharagpur.
Directorship held in Tata Sons Ltd
Other Public Companies Tata Motors Ltd
(excluding foreign companies) Tata Chemicals Ltd
Tata Power Co Ltd
Rallis India Ltd
Tata Autocomp Systems Ltd
ICI India Ltd and
Castrol India Ltd
Memberships and Chairmanships of Membership of Audit Committees
Audit/Investor Grievance Committees Tata Chemicals Ltd
in other Public Companies ICI India other Public Companies Ltd and
Castrol India Ltd
Membership of Investor Grievance Committees
Tata Motors Ltd
Shareholding 55,000 equity shares of Rs 10 each in the Company (0.15%
of the Paid-up capital) as on March 31, 2010.
6
DIRECTORS REPORT
TO THE MEMBERS OF
TATA TECHNOLOGIES LIMITED
The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your
Company and the Audited Statement of Accounts for the year ended March 31, 2010.
1. FINANCIAL RESULTS
The summary of financial results of the Company for the year ended March 31, 2010 is as follows:
Rs. in crore
2009-10 2008-09
Income from Sale of Products & Services 382.39 371.20
Other Income 9.41 7.69
Total Income 391.80 378.89
Operating Expenditure 273.42 283.45
Profit before Depreciation, Interest and Taxes 118.38 95.44
Interest 1.71 3.67
Depreciation 9.38 8.15
Profit / (Loss) before Tax 107.29 83.62
Provision for Taxes 30.93 25.59
Profit / (Loss) after Tax 76.36 58.03
Balance brought forward from previous year 55.65 25.34
Amount available for Appropriations 132.01 83.37
APPROPRIATIONS
Interim Dividend - 11.14
Proposed Final Dividend 26.03 7.42
Tax on Interim / Proposed Final Dividend 4.32 3.16
General Reserve 8.00 6.00
Balance carried to Balance Sheet 93.66 55.65
2. REVIEW OF BUSINESS OPERATIONS
The global economic downturn during the year under review presented management with significant
challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01%
in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10.
Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered
an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on-
year basis. Profit after taxes (PAT) grew by 31.59% during the same period.
During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last
year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises
Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management
[PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages
of the product development and manufacturing process. ESG addresses the Information Technology
needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems
integration, IT networking and infrastructure solutions and program management. PLM addresses the
product development technology solution requirements of manufacturers including end-to-end
implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys
proprietary applications iGETIT
and iCHECKIT.
Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the
year 2009-10.
7
3. DIVIDEND
The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The
total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.
4. BUSINESS OUTLOOK
The economy has started to recover and the Company is putting increased emphasis on marketing, sales
and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery
continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the
economic recovery falter, the Company would still expect continued year-on-year growth in profit after
tax given the Companys cash reserves and improvements in operating efficiencies. Please refer the section
on Management Discussion and Analysis for more information.
5. CHANGES IN SHARE CAPITAL
During the year, the following changes have occurred in the authorized and the paid-up equity share
capital of the Company:
a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000
shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each
and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of
Rs 10/- each.
b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence,
the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.
The Company is committed to employee participation in the future of the Company and has promoted
and implemented various stock based incentive and ownership schemes from time to time. The details for
the last year are provided in Annexure I to this report.
6. REDUCTION OF SECURITIES PREMIUM ACCOUNT
The Company has been taking many initiatives to restructure its operations with a view to keeping
abreast of global trends for its products and technologies thereby improving its financial performance. As
part of its operational efficiency exercises, Company appointed consultants to review the global business
operations, the integration process of European operations and the existing human resources policies. In
the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance
shareholder value through improvement in future profitability and consequent increase in Earnings per
Share and Return on Capital Employed. The restructuring will also help the Company to represent better
operational efficiency improvements in the future years and the true shareholder value.
Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other
applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the
Company and subject to the confirmation of the Honble High Court of Judicature at Bombay, the
Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved
utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account
of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses
(relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.
The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of
Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have
been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been
adjusted against the securities premium account in the consolidated financial statements of the Company
for the year ended March 31, 2010.
7. HUMAN RESOURCE DEVELOPMENT
The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The
Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents
representing 27 different nations. The Companys philosophy is to staff and manage country organization
with the citizens of those countries. This allows keeping decision making closer to the customers the
8
Company serves. The Company continued with its focus on attracting and retaining the best talent in the
industry. During the period, the Company added 885 employees overall, increasing its total strength
beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19%
to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Companys HR
strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust
HR capability model for growth and sustenance of the business.
The key factors of workforce engagement and satisfaction are determined through various HR initiatives
such as ConeXion (an annual engagement survey conducted globally by Gallup), One-to-One Dialogue
an initiative to connect with employees after every 121 days by HR Business Partners, and Employee
Briefing sessions (held simultaneously across all geographies and locations) coupled with Open House, a
quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information
and updates about the Company followed by an open forum for employees.
Tata Technologies fosters a high performance culture through various workforce practices that distinguishes
and recognizes good performers through the newly introduced web enabled global application
Performance Assessment & Competency Enhancement and provides structured feedback and development
through Performance Improvement Plan for those requiring improvements. The Talent Management
Process focuses on identifying, developing and retaining the high potential employee in the Company
through structured learning, deployment to niche global assignment and faster growth while the LEAD
program enables identification and development of leaders in junior management. The Reward &
Recognition program rolled out globally has been a critical success factor in our employee motivational
initiatives.
iGETIT, a web based interactive self paced learning tool has been introduced to augment workforce
learning initiative for the global employee base. The tool is used for Induction of new joinees which has
helped not only in standardizing across geographies, but also improved productivity. The other modules
available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and
other programs on upgrading specific functional, domain, and technical expertise as identified by the
delivery organization.
8. CORPORATE SUSTAINABILITY
Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the
Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the
Company serves through Companys support of select programs, outreach efforts and initiatives that
improve and enhance the quality of life. The Companys goal had been, and remains, to make things better
for people, better for business, better now, and better for the future. Tata Technologies employees in all
geographies contributed for numerous initiatives in the areas of health & safety, community development,
environment and education. Some of the initiatives which were taken up are as under:
Asia Pacific
G Blood donation and eye donation camps.
G Awareness campaign for empowerment of women, distribution of School Kits, employees teaching
kids at schools in villages.
G Safety Ryodan initiative for road safety and traffic situation.
G Participation in awareness campaign on cyber safety and information security.
G Talent Search Program Painting, Dance and Music competitions.
G Tree plantation programs.
G Donations for physically and mentally challenged people and contingency fund collection for natural
calamities.
G The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support
on CATIA to all participants. The event was organized by Singapore Space and Technology Association
(SSTA) for intensifying arospace education in Singapore.
9
North America
G Community Network Services (CNS) in Michigan: Supported the annual Adopt-a-Family program.
Arranged gifts for underprivileged families.
G Christmas decorations and gifts for shipping to the US soldiers in Iraq.
G Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.
G US CSR Team was recognized with a Platinum Award for the contributions of time and equipment to
support the annual Community Network Services (CNS), Community Connection Day.
Europe
G The UK CSR Committee organized an Easter Eggstravaganza, Easter celebration for children confined
to hospital.
G Sponsored a walk for children in need in United Kingdom.
The Company in the last year also took steps to formalize its CSP framework and align all the initiatives
under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the
Company in future. The objectives of the Companys CSP framework are:
i) Drive the CSP initiative from the top i.e. at the Board and leadership level.
ii) Create awareness among its employees.
iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural,
social, human and physical in Companys initiatives.
iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,
v) To make periodic disclosures and reporting on the CSP initiatives.
9. QUALITY INITIATIVES
The Company continued its business excellence journey through the year. For the second time since the
acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata
Business Excellence Model ( TBEM) external assessment. The organization was assessed at the Early
Improvement score band on the Business Excellence journey, moving up from Early Results score band
of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for Highest Delta
Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve
75 plus points improvement in one year.
In the spirit of continuous improvement, the Company intends to move further up on the score band in
the 2010 external assessment. A detailed action plan has been made based on the outcomes of the
assessment and is being monitored by the Office of Strategic Management from the Managing Director
and COOs office. In the 2010 external assessment, the Company will also be assessed on its corporate
governance practices.
Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi,
Pune successfully completed implementing the Information Security Management System and achieved
ISO 27001 certification. This is a major milestone that demonstrates the organizations ability to secure
customer and business-related information.
The Quality Management System (QMS) of the organization successfully cleared surveillance audits
mandated by the certifications to quality standards such as ISO 9001 and AS 9100.
A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The
Bid Response module is established and rolled out across all locations. The Delivery module is being
rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps
establish a robust onsite offshore interface, provides metrics for monitoring projects and facilitates
implementation of critical processes such as estimation and establishment of requirements, among others.
The Quality Portal has been revamped. This is the online repository of the quality manual, procedure,
guidelines and templates which is accessible to all employees.
10
The best practices established under the QMS in locations that are certified are being extended to other
regions starting with Thailand and Singapore operations. This would strengthen the interface between
onsite and offshore and present a consistent face of the organization to its customers.
The quality initiatives, improvement activities and process performance are directed and monitored by the
Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all
functions. The resources allocated to quality are reviewed and aligned to the organizations business plan
and growth.
10. INFORMATION TECHNOLOGY (IT) INITIATIVES
The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing
efficiencies and scalability to its shareholders, customers & employees, while further integrating operations
across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing
returns on existing investments by streamlining business processes across all territories and (b) investing
in new technology investments when it is underpinned by its long term business strategy.
Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations.
Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure
a unified view of the Companys global performance driving alignment across key functions and
territories. Business systems were also enhanced to reflect the creation and operations of the two distinct
go-to-market strategies Global Services and PLM Solutions. The Global Delivery Organization was
e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as
Time Booking/Leave Management were also deployed as required.
The Company invested in expanding its Global Engagement Management (GEM) processes through the
deployment of associated systems across its key delivery center operations. The GEM-iT systems and
processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its
customers. The Company also completed automating its recruiting operations across all territories as a
key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.
The Company continued its progress towards integrating its underlying IT infrastructure and associated
governance across its three territories by networking each of its global operations. The Company is
adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all
internal operations. Significant investments were made towards several private/public collaboration/
network connectivity solutions with key customers as the Company ramped their delivery operations
from each of the Companys global delivery centers. Lastly, the Company has invested in several enterprise
& desktop communication/collaboration tools aimed at bringing together employees.
Information Security and the protection of customers/corporate/employee information assets continued
to be a key focus through its ISO27001 certification. The Company routinely conducted internal and
customer led audits to ensure continuous compliance to its intellectual property security
requirements. Lastly, the Company has invested in several enterprise and desktop communication/
collaboration tools aimed at bringing together employees. The continuous utilization, deployment and
governance of its various business and IT systems is governed through a quarterly governance process
comprised of both internal and external audits.
11. SUBSIDIARY COMPANIES
The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and
reorganize all its subsidiaries.
The following changes occurred with respect to the Companys corporate structure/subsidiaries during
the previous year:
a. AsiaPacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided
to close the company. The Company was liquidated w.e.f. July 31, 2009.
b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK
and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV,
Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering
Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in
11
With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of
the Company has been reduced from 12 to 9 during the year.
Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan
Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies
Ltd is in the business of providing engineering and design solutions and services in the domain of
aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-
10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the
year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no
provision for tax has been made in the books of account.
Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial
Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the
Company and 50% share in Joint venture Company have been considered in the Consolidated Financial
Statements of the Company, attached in a separate section of this report. As may be seen from the
consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against
Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in
the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87
crore recording a growth of 38.15%.
The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore
for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and
Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording
Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097
crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for
FY 2009.
On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central
Germany and France will be dissolved in due course. During the year, branches of Tata Technologies
Europe Ltd were registered in Netherlands, Germany and France.
12
Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account,
Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be
attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions.
Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of
the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. They
are also kept at the Companys Head Office/Registered Office as well as that of the respective subsidiary.
These documents/details will be made available for inspection upon request by any member of the
Company or to any member/investor of its subsidiary.
12. DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the Articles of Association,
Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.
13. AUDITORS
M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office
until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine
and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have
pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their
eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The
members are requested to appoint Auditors for the current year and fix their remuneration.
14. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA
of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the
head Public Deposits as on March 31, 2010.
15. PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees of the Company as required under
Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975
is given as Annexure II to this Report.
16. MANAGEMENT DISCUSSION AND ANALYSIS
The readers are advised to refer the separate section on the Management Discussion and Analysis in this
Report.
17. CORPORATE GOVERNANCE REPORT
The readers are advised to refer the separate section on Corporate Governance in this Report.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
Conservation of Energy: The operations carried out by the Company in all its locations are such that they are
not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive
consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and
water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the
Wellness Centre. The schedule of switching on/off lights and AHUs was monitored continuously keeping
in mind factors of climate, availibility of power and working hours. LED lights are being considered as a
replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying
more efficient energy saving measures. New technologies/options are regularly monitored and efforts
will continue to conserve energy.
Technology Absorption: The Companys commitment to become the world leader to the manufacturing
industry is reiterated. The Companys Engineering teams have been working with Tier 1 automotive,
aerospace and industrial and consumer goods companies across the globe for two decades to create
better products which benefit people.
The services provided by the Company are entirely focused on helping other companies build better
products, define better processes, and reduce costs along the way. As an example of technological
capabilities, the Company has developed technological capabilities in knowledge based engineering and
CAE analysis along with following areas and is already providing services to major clients in these areas:
G Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing
domain From planning to layout to simulation to implementation which enables engineers to
make intelligent decisions in the virtual environment without committing to the costs of physical
equipment.
13
G PLM: The Company integrates complete product lifecycle solutions with engineering and design
processes, industry-leading technology, and resources to create better products. The Company covers
all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution.
This approach guarantees careful analysis of unique business needs, to find the right solution for
the clients processes and technology.
Efforts continue to make innovation a key component in all the domain areas. Constant efforts are
underway to improve the engineering and design skills of the Companys professional staff. Opportunities
are created to achieve technological strengths and achieve technological excellence in the areas where
the Company operates. The Company continues to upgrade its technological capabilities on a regular
basis. The absorption of newer and better technology, upgradation of the technological strengths and
constant innovation are given high importance.
Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and
outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department
of Company Affairs is as follows:
Rs in crore
2009-10 2008-09
Earnings in foreign currency 79.00 72.62
Expenditure in foreign currency 31.97 52.47
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations
received from the Operating Management, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed
and that there are no material departures;
ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied
them consistently and made judgments and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the
maintenance of adequate accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities;
iv. they have prepared the annual accounts on a going concern basis.
20. ACKNOWLEDGEMENTS
Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers
and auditors for their continued support and association. The Directors also wish to thank the government
and all the statutory authorities for their support and co-operation.
The Directors would also like to place on record their appreciation of the dedicated, individual and
collective contribution of all the employees in the overall growth and progress of the Company during
the last year.
The Directors, finally, would like to specially thank and place on record their gratitude to all the members of
the Company for their faith in the management and continued affiliation with the Company.
On behalf of the Board of Directors
S RAMADORAI
Chairman
Mumbai, June 21, 2010
14
Annexure I
EMPLOYEE STOCK OWNERSHIPS SCHEMES
a) Tata Technologies Employees Stock Option Plan (TTESOP 2001)
The status of the options granted, vested, exercised and forfeited during the financial year ended March
31, 2010 are as under:
ESOPs as on March 31, 2010
Number of Options Granted, Vested, Exercised and Forfeited
1 Options granted as on April 1, 2009 268377
2 Further options granted during the financial year 2009-10 NIL
3 Options vested during the year 59663
4 Options exercised during the year (one option represents one share) 81798
5 Cashless options exercised during the year NIL
6 Options lapsed/forfeited during the year 5776
7 Options granted as on March 31, 2010 180803
8 Options available for Grant 37407
The price for grants is computed every year based on the average of A) book value and the Net Asset
Value (NAV) of the Company as per the last audited accounts and B) Price determined on the basis of the
PE ratios of the software companies engaged in similar line of business. The details on the Earning Per
Share and the ESOP share price performance can be found Management Discussion and Analysis Report.
b) Employee Stock Purchase Program- Series III (ESPP- Series III)
The Company had formed the Tata Technologies Limited Employees Stock Option Trust to manage and
implement various stock based incentive programs for the employees of the Company. The Trust
implemented an employee stock purchase program in the last financial year, Employees Stock Purchase
Program- Series III. The offer was open to all the employees of the Company including the senior
management personnel. 65 employees purchased for cash, a total of 52,251 shares of the Company at
Rs 196/- per share.
c) Share Repurchase Program by Tata Technologies Limited Employees Stock Option Trust
Since the Companys shares are currently not listed on any Stock Exchange and there is no ready market
on which to buy and sell the Companys shares, the Trust in the interest of employees, implements Share
Repurchase Program with an objective to provide liquidity and exit option for the employees and ex-
employees of Tata Technologies Limited. The shares so purchased by the Trust will be reissued to the
employees of the Company under various stock based schemes which may be implemented from time to
time. 25 employees/ex-employees submitted requests for sale of 22,350 shares to the Trust till March 31,
2010 at Rs 196/- per share. The Trust may continue to purchase shares subject to the availability of funds
and solely at its discretion in consultation with the Stock Allotment Committee of the Company.
15
1 Agarwal A K 54 Program Manager - 2,777,064 2,033,474 M Tech 31 1-Apr-1997 Tata Motors Ltd-
Body Systems Manager-3 yrs
2 Agashe Suhas 55 Global Resource 4,404,783 2,949,198 BE (Elec), MMS 31 1-Oct-2001 Savant Software Inc-
Chintaman Manager Executive Director-1 yr
3 Agrawal P K 58 Program Manager - 3,049,739 2,137,321 PGDIE 33 1-Apr-1997 Tata Motors Ltd-
Enterprise Solutions Manager-3 yrs
4 Apte S D 46 Project Manager - 2,699,805 1,895,482 M Tech 23 1-Apr-1997 Tata Motors Ltd-
5 Apte Vivek 41 Project Manager- PDV 2,606,067 1,834,562 BE, ME 17 22-Aug-2005 TVS Motors-DGM-1 yr
Tryambak
6 Athale C P 58 Project Manager - PE 2,883,681 2,045,828 BE(Mech), DBM ; 34 1-Apr-1997 Tata Motors Ltd-
MDBA, MIE Manager-3 yrs
7 Bhapkar Umesh 41 Program Manager - 2,613,412 1,876,569 BE(E & TC) 19 17-Jun-2002 Digital Global Soft Ltd-
Suresh Systems Integration Project Manager-2 yrs
8 Bhatlawande V R 52 Program Manager - 2,508,202 1,792,998 BE (Prod); 25 1-Jul-1998 SKF Bearing India Ltd
Enterprise Solutions AICWA -Cost Controller-3 yrs
9 Chafekar Abhay S 53 Head Cab Design - 4,089,372 2,829,158 BE 31 1-Apr-1997 Tata Motors Ltd-
PCBU, ERC Manager-3 yrs
10 Chandra R 50 Global Head of 5,076,966 3,532,687 BE, M Tech 29 1-Apr-1997 Tata Motors Ltd-Sr
Enterprise Solutions
Group Manager-1 yr
11 Chandrasekhar V 52 Program Manager - 3,320,413 2,405,805 BE, PGDBM (MBA) 29 1-Apr-1997 Tata Motors Ltd-
Systems Integration Manager-3 yrs
& Support
12 Chandru K 52 Head Engines- 2,849,664 1,995,363 BE, M.E (Mech) 28 1-Jan-2001 Tata Motors Ltd-
Passenger cars , ERC Manager-2 yrs
13 Chigullapalli 39 Program Manager 2,738,870 1,940,217 B Tech; ME 16 18-Feb-1994 Tata Motors Ltd-
Anil K Asst Manager -
Development-2 yrs
14 DCruz Brian B 54 Program Manager 3,090,816 2,155,969 BE (Mech) 32 1-Apr-1997 Tata Motors Ltd-
Manager-3 yrs
15 Deo Yogesh 37 Project Manager - KBE 2,558,027 1,848,641 M Tech 14 1-Apr-1998 Tata Motors Ltd-
Vinayak Manager-1 yrs
16 Deshpande A H 44 Project Manager - PDM 2,621,126 1,859,407 BE; DCM; 20 1-Apr-1997 Sulzer India Ltd-Senior
DBM, MMS Engineer-4 yrs
17 Deshpande M R 46 Program Manager - 2,779,997 1,997,135 BE-(Mech); MMS 25 20-Apr-1999 Voltas Ltd-
Enterprise Solutions Production Planning &
Control Mgr-3 yrs
18 Deshpande V S 45 General Manager - 2,653,485 1,877,323 B Com, ACA 17 10-May-1998 Skansen Engg &
Accounts & Taxation Consultancy Co. Ltd -
Chief Accountant - 5 Yrs
19 Dole Sharad S 55 Practice Manager - 3,909,367 2,683,330 BE 32 15-Oct-2007 IBM-Delivery -
Enterprise Solutions Project Executive-1 yr
20 Fernandes 60 Project Manager - PE 1,374,904 903,968 SSC ; NCTVT; 41 1-Apr-1997 Tata Motors Ltd,
Micheal R* DME Design Engineer, 3 Yrs
21 Gajengi 60 Team Leader - PE 571,073 493,078 DME 38 1-Apr-1997 Victor Mopeds, Engr
Laxmirajam L* Trainee - 3 Yrs
22 Ghatol G L 58 Project Manager - 2,798,030 2,011,680 BE( Mech) 34 1-Apr-1997 Tata Motors Ltd-
23 Ghosh K K 53 Head - Corporate 3,622,464 2,479,931 M Tech(IR & OR) 30 1-Apr-1997 Tata Motors Ltd-Sr
Initiative Manager-3 yrs
24 Ghosh S 50 Global Head of 4,014,748 2,834,164 B Tech 29 1-Apr-1997 Tata Motors Ltd-
Engineering & Design Manager-3 yrs
25 Gopakumar P K 56 Head - Compensation 2,737,464 1,940,516 BA, M.A, MPM 34 5-Jul-2007 Perot Systems-Senior
& Benefits Manager-1 yr
26 Guha Subir K 57 Program Manager - 3,584,903 2,488,342 M Sc, PGDIPL 34 1-Jul-1998 Tata Motors Ltd-Sr
Tata Engineering Manager-4 yrs
27 Gupta Samrat 37 Chief Financial 6,665,446 4,701,291 BCom, MBA, CFA 13 18-Apr-2007 HCL-General Manger -
Officer Finance-6 mths
28 Jain Manoj K 54 Program Manager 4,497,620 3,085,673 M Tech DBA 29 1-Apr-1997 Tata Motors Ltd-
Sr Manager-2 yrs
29 Janorkar R K 51 Competency 3,485,521 2,462,643 DET, BE 26 1-Apr-1997 Tata Motors Ltd-
Centre Manager - PDM (Elec& Tele) Dy Manager-2 yrs
30 Joshi Ashok G 54 Practice Head - 4,893,992 3,355,805 BE (Mech) 32 1-Apr-1997 Tata Motors Ltd-
Product Design and V Manager-8 yrs
alidation
31 Julka Wishwas 35 Associate Vice 3,626,787 2,610,030 DEE, B Tech, MBA 11 9-Feb-2005 Comsat Max Ltd-
President - PLM Solutions Business Manager-6 mths
32 Kapoor Anubhav 38 General Counsel & 3,924,166 2,770,267 CS , LLB , MBA 16 5-Apr-2006 Polaris Software Lab Ltd-
Company Secretary Vice President Legal
& Co Secretary-3 yrs
33 Karyakarte 44 Project Manager - 2,821,675 2,017,511 BE (Mech); 23 1-Apr-1997 Tata Motors Ltd-
Sandeep K ERC Styling MMS; M-Des Manager-3 yrs
34 Kaulgud Milind M 46 Head - Human 5,283,066 3,648,305 BCom , MBA 22 24-Sep-2007 T-Systems-Chief Human
Resources Resource Officer-3 yrs
35 Khedkar G M 50 Associate Vice 3,252,122 2,331,035 BE; DIE 28 1-Apr-1997 Tata Motors Ltd-
President - E&D Manager-3 yrs
36 Krishna Mohan J 54 Program Manager - 3,414,887 2,356,859 M Tech, 28 1-Apr-1997 Tata Motors Ltd-
Enterprise Solutions PGCST, NCST Sr Manager-3 yrs
37 Krishnan Seshadri 45 Program Manager - 3,643,853 2,567,696 CA 22 30-Jun-2004 B M Associates-Chief
Enterprise Solutions Operating Officer-1 yr
38 Kulkarni Arun K 54 Program Manager - 3,297,222 2,286,663 M Tech 29 1-Apr-1997 Tata Motors Ltd-
Enterprise Solutions DGM-1 yr
39 Kulkarni R N 49 Project Manager - PE 2,424,849 1,766,315 DME 31 1-Apr-1997 Tata Motors Ltd,
Design Engineer, 3 Yrs
40 Kulkarni U G 58 Project Manager - 2,510,930 1,795,081 BE (Mech),DBM 34 1-Apr-1997 Tata Motors Ltd,
PLM Systems Engg Auto Asst Manager - 3 Yrs
41 Kulkarni V G 44 Project Manager - 2,523,394 1,799,776 MCM 22 1-Apr-1997 Tata Motors Ltd-
Enterprise Solutions Asst Manager-1 yr
42 Kumar R 55 Associate Vice 3,154,369 2,208,998 M Tech 31 1-Apr-1997 Tata Motors Ltd-
President - E&D Manager-3 yrs
43 Manoj K N 39 Head - Organization 3,079,359 2,166,190 BE/PGDBM 17 6-Aug-2007 Perot Systems-Director
Development -1 yr
Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 and forming part of the Directors Report for the year ended March 31, 2010
Sr Name Age Designation/ Gross Net Qualification Total Date of Last
(Years) Nature of Duties Remuneration Remuneration Experience Commencement Employment-
Rs. Rs. (Years) of Employment Designation-
Period
Annexure II
16
Sr Name Age Designation/ Gross Net Qualification Total Date of Last
(Years) Nature of Duties Remuneration Remuneration Experience Commencement Employment-
Rs. Rs. (Years) of Employment Designation-
Period
44 Mazumdar Saibal 45 Program Manager 2,761,776 1,984,420 M Tech 19 1-Apr-1997 Tata Motors Ltd-
Asst Manager-4 yrs
45 Misra Neerja 51 Program Manager - 2,447,890 1,773,228 B Tech 28 1-Apr-1997 Tata Motors Ltd-
46 Moorthy Shreekanth*41 Global Head - Product 3,724,233 2,593,575 BE, MS 16 17-Mar-2009 Siemens Product
Lifecycle Management Lifecycle Management
Inc - Director - 1 Yr
47 Murthy B V V S* 60 Project Manager 725,189 549,299 BCom 38 1-Apr-1997 Tata Motors Ltd,
Asst. Manager - 5 Yrs
48 Nigam S K 53 Program Manager - 3,682,194 2,549,395 BTech 31 1-Apr-1997 Tata Motors Ltd-
Enterprise Solutions Prog. Manager-3 yrs
49 Parikh Yatin D* 47 Project Manager - 365,841 332,521 BCom, C A, LL.B 15 3-Jan-2005 Shalina Labs, Manager
Enterprise Solutions 2 Yrs
50 Patil Atul B 46 Associate VP - 2,919,339 2,098,657 BE; M E; MS 21 27-May-2003 Onward Tech. Ltd-
Strategic Marketing (Auto), MBA(Mkt) Manager -1 yr
51 Patwardhan 50 Head - Current 3,202,369 2,211,063 MS; BE 26 2-Jul-2007 Tata Johnson-General
Ashutosh G Engineering Manger-4 yrs
52 Peshave Milind 49 Program Manager 3,085,186 2,157,828 DME, BE (Mech), 24 1-Jan-2001 Tata Motors
Dnyaneshwar ME (Mech) Ltd-Manager-2 yrs
53 Petkar 43 Head Engines 3,514,790 2,492,813 BE, M Tech 21 1-Oct-1999 Tata Motors Ltd-
Rajendra M -Commercial Manager-2 yrs
Vehicles-ERC
54 Pillai Santosh G 48 Vice President - 6,081,342 4,178,612 PGDM, BE 26 3-Sep-2007 Atos Origin India Pvt
Enterprise Solutions Ltd- Sr. General
Group Manager-5 yrs
55 Rajasekaran T 58 Vice President - 7,546,418 5,134,441 BTech (Mech), 36 1-Apr-1997 Tata Motors Ltd-
Engineering DBM Divisional Manager-
Automation 5 yrs
56 Rajhans R G 49 Program Manager 3,091,120 2,165,909 BE; M Des 24 1-Apr-1997 Tata Motors Ltd-
Asst Manager-4 yrs
57 Ranjan Shree 55 Program Manager - 2,873,444 1,995,164 M Tech, IE, PHD 30 1-Apr-1997 Tata Motors Ltd-
58 Raste S N* 60 Project Manager - 1,351,064 787,028 DM E-; Mech. 42 1-Apr-1997 Tata Motors Ltd,
Body Systems D Man Design Engineer - 4 Yrs
59 Roy Avijit 49 Program Manager 3,881,868 2,669,688 M Tech 25 1-Apr-1997 Tata Motors Ltd-Sr
Manager-1 yr
60 Sahamate 43 Project Manager - PE 2,683,052 1,919,895 BE 19 9-May-2005 Plexion Technologies-
Sunil Sadanand Project Manager-1 yr
61 Salunkhe D P 41 Project Manager - PDV 2,413,364 1,702,736 BE(Mech); DBM 20 1-Apr-1997 Tata Motors Ltd-
Deputy Manager-3 yrs
62 Saranu 38 General Manager - 3,166,793 2,244,500 BCom, CA 15 18-Jun-2007 KPMG -
Venkateswarlu Accounts & Taxation Senior Manager - 1 yr
63 Saraph Shailesh P 39 Project Manager - KBE 2,592,994 1,840,437 BE; MMS 18 1-Apr-1997 Tata Motors Ltd-
Senior Engineer-1 yr
64 Singh Ghanshyam Practice Head - 4,769,419 3,258,063 B Tech 32 2-Jul-2001 E.Vyapar-
Sharan 55 e Business CEO-1 yr
65 Sinha Anil Kumar 46 Associate 2,483,885 1,807,895 BE 26 16-Oct-2000 Vybra Automat, Plant
Vice President - E&D Manager - 4 Months
66 Shandilya Rahul 39 Associate 2,589,574 1,900,127 BE 17 1-Apr-1997 Tata Motors Ltd,
Vice President - ESG Senior Officer (HR) -
2 Yrs
67 Shete M S 45 General Manager - 3,133,226 2,227,399 M Com, CA 23 1-Apr-1997 Tata Motors Ltd-
Commercial Manager-2 yrs
68 Shome Biswadip 43 Associate 3,361,769 2,398,944 B Tech, MS, PhD 14 25-Oct-2004 General Electric-
Vice President - E&D Technical Leader-3 yrs
69 Shukla Vineet Babu 48 Program Manager - 3,594,136 2,549,521 BE; M Tech 22 1-Apr-1997 Tata Motors Ltd-
Enterprise Solutions Prog. Manager-5 yrs
70 Tarnekar A M 46 Product Manager-KBE 3,637,425 2,579,477 M Tech 21 1-Apr-1997 Tata Motors Ltd-
Dy. Manager-8 yrs
71 Uchil Uday D 43 Finance Controller 2,865,187 1,959,204 BCom 20 1-Aug-1997 IBM Ltd, Executive
- 2 Yrs
72 Umamaheshwaran 48 Chief Technology 5,452,192 3,771,915 M Tech 25 1-Apr-1997 Tata Motors Ltd-
T N Officer Divisional Manager-
4 yrs
73 Veeramani K 51 Project Manager - 2,422,116 1,725,870 BE 31 10-Mar-1989 Tata Motors Ltd-
Emission Systems Asst Manager-11 yrs
74 Veerkar Prasad V* 39 Project Manager - 467,869 437,054 BCS ; MBA 16 16-Jun-1997 Kale Consultants -
Enterprise Solutions System Analyst - 2 Yrs
75 Wadekar Sushaiv 40 Associate Vice 2,980,782 2,083,895 MS 19 19-Mar-2007 Bentler Automotive-
Sharad President - E&D Account Manager-5 yrs
SalesBentler
76 Waikar A M 59 Program Manager - 4,541,624 3,109,376 MS (Indl. Engg.) 32 1-Apr-1997 Tata Motors Ltd-
Tata Engineering USA Divisional Manager-
2 yrs
77 Yajnik Samir 47 President, Global 12,898,976 8,707,918 B Tech, MS 25 1-Apr-2007 TTPL, Singapore-Vice
Services & COO, APAC President - EAG-5 yrs
Notes:
1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules,
and Companys contribution to provident fund and superannuation fund.
2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the Companys rules.
3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax,Companys contribution to provident fund, superannuation
fund, and the monetary value of non-cash perquisites, wherever applicable.
4) All the employees have adequate experience to discharge the responsibilities assigned to them.
5) The nature of employment in all cases is contractual.
6) None of the employees mentioned above is a relative of any director of the Company.
7) Asterisk against a name indicates that the employee was in service only for a part of the year.
For and on behalf of the Board
S Ramadorai
Mumbai, June 21, 2010 Chairman
| 17 | 17
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)
Overview
The economic crisis of 2009 left an impact on the global IT industry, resulting in unprecedented demand destruction for most
companies. The global recession undoubtedly has been difcult, but overall, the companies who have survived the crisis are
on a path of recovery due to various economic stimulus plans and internal company measures to preserve cash, implement
austerity initiatives, and increase competitiveness.
Tata Technologies Limited also was afected by the global downturn, but was able to quickly take fscal measures to reduce the
impact on its fnancials. The Company launched and implemented an operational efciency program to increase its business
efciency and to reduce cost. Although FY10 revenues were down, taking action to implement efciency improvements and
cost controls helped the Company to grow consolidated PAT by 31%.
A. Company Overview
Tata Technologies continues to be one of the leading providers of engineering and Product Lifecycle Management (PLM) services
worldwide. The Companys strong domain engineering pedigree, global presence in key automotive and aerospace markets,
and diversifed business portfolio of services and products is fueling the Companys prospects for growth. The following chart
provides an overview of the Company.
- India, United States, United Kingdom, Canada, Germany, France, Mexico, Singapore,
South Korea, Thailand and Brazil
- 4000+ Employees
- Tata Technologies key value proposition is to be the leading technology provider to
manufacturers globally through outsourcing of product development, enterprise solutions
and process deployment, and product lifecycle management software solutions.
- The Companys 3600+ professionals represent the largest technical workforce dedicated to
the ofshoring of engineering services for the global automotive industry.
- Tata Technologies is the largest India-based Engineering Services Outsourcing provider.
Business Deliverables
- Engineering & Design Services
- Product & Information Lifecycle Management
- Enterprise Solutions & Process Automation Tools
- Value Added Reseller of Products
Industries Served
- Automotive
- Aerospace
- Manufacturing
Top 15 Clients
Footprint
Business
Overview
18 | Sixteenth Annual Report 2009-10 18 | Sixteenth Annual Report 2009-10
B. Industry Structure and Developments
Engineering Services Outsourcing [ESO]
Despite economic headwinds, the rate of new product development and new design innovation has not slowed. Actually, great
companies typically accelerate product development during difcult economic times, to emerge stronger and more competitive.
Manufacturers of consumer products realize that the majority of their revenue in 18-24 months is a result of product innovation
today. There once was a time when this only had an impact on consumer electronic product companies. But today, this has
become a reality for many other industries including automotive, aerospace, medical, etc. Reducing time-to-market is one of
the primary reasons companies are seeking to maximize their approach to product development through value-added service
functions such as engineering services.
Traditionally, many companies retained engineering as a core function and retained tight controls around product development
within the company. But as globalization of IT services became a viable option in the 1990s, some companies also looked to
source low value-added engineering activities such as drawing re-creation and 2D-3D modeling to external providers. Today,
with the availability of high-speed internet connectivity, computing technology commodities, and globally accessible deep
engineering talent pools, the globalization of engineering services has just started.
Product-based companies have more options than ever for new product development. Entirely new automobile vehicle
programs are being engineered and manufactured on a global basis to meet the needs of new and emerging markets. Aerospace
OEMs are collaborating with suppliers on virtually every continent to engineer and assemble complex aircraft to meet the future
demands of commercial air transportation. Todays new product development requires technology-driven processes and global
digital collaboration in order to optimize design iteration in minutes instead of days. For savvy product development companies,
engineering services are no longer optional in order to remain competitive and to gain access to new markets. A 2005 survey by
Booz Allen Hamilton and Duke Universitys Center for International Business Education and Research (CIBER) found that 36% of
companies surveyed sent some of their engineering ofshore, 31% ofshored some research and development, and 16 percent
shipped out a portion of their product design.
ESO Industry Sectors and Demand/Spend
According to many industry analysts, demand for engineering services will grow substantially across most industry sectors and
geographies through 2020.
Another study by Booz Allen Hamilton, this one for Indias National Association of Software and Service Companies (NASSCOM),
titled Globalization of Engineering Services, reports that Global spending on engineering services is large and rising -
constituting about 2% of global GDP, and companies are increasingly moving these high-value services to emerging markets as
the next step in globalization.
The global engineering and R&D Spend is expected to touch USD 1.1b by FY2020. The biggest contributors will be Hi-Tech
(35%), Automotive (17%) and Aerospace (8%) industries. These industries are followed by; Construction/Industrial (4%), Utilities
(2%), Other (34%) which includes Pharmaceuticals, Chemicals, Biotechnology, Medical Devices etc.
Hi-Tech
29%
Utilities
3%
Other
37%
Const/Indus.
4%
Aero
8%
Auto
39%
Hi-Tech
35%
Utilities
2%
Other
34%
Const/Indus.
4%
Aero
8%
Auto
17%
CY2006 CY2020E
| 19 | 19
ESO Growth Drivers
There are many industry analyst reports that identify the key drivers for the growth of the ESO market. To be certain, these
drivers are changing as global economic and geo-political events fuctuate. The three current drivers are Cost Containment,
Time-to-Market, and Resource/Availability Scalability.
Cost Containment: The initial attraction of low cost still remains a key motivation for companies looking to outsource
engineering services despite increasing costs from emerging countries where many ESO providers reside. However, companies
are fnding signifcant pools of scientifc and highly skilled professionals with deep domain experience. Access to cost efective
skills has long-term implications for overall product development. With access to more expertise at lower costs, companies have
greater fexibility in determining their product development strategies.
Time-to-Market: Market advantage is often summed up in one word speed. Getting a great product to market before the
competition often, is the key to market growth. The 2007 release of the Apple iPhone representing the next generation of
smart phone technology has sold more than 50 million units in just three years. According to Apple Computers latest quarterly
earnings report, the iPhone now represents nearly 50% of the companys total revenues. Meanwhile, other smart phone
manufacturers are seeing their market share erode.
Follow-the-sun strategies are complex, and they require more efort than just working harder; but truly working smarter, in
order to achieve the desired time-to-market objectives. The challenge of designing new products that comply with standards
of quality, reliability and sustainability requires access to highly-skilled engineering resources, state-of-the-art technology and
seamless integration between organizations and suppliers globally.
Resource Availability/Scalability Demand: In todays product development environment, it is not enough just to have skilled
engineers; they must be available when they are needed. Furthermore, product development is no longer done in a serial
mode but rather that an increasing number of all phases of product development are done in parallel. This new environment
mandates the availability of skilled resources and the ability to scale-up the size of teams in order for companies to achieve
time-to-market objectives. The combination of availability and scalability represents the fexibility that ESO providers must
provide. In many developed economies this critical gap of fexibility has not been met requiring companies to develop human
capital strategies for sourcing talent that include availability and scalability on demand.
ESO Implications for India: India is well-positioned as the destination of choice for companies looking to continue to
globalize their product development strategies. India has a large pool of engineering expertise with its talent pool expected
to grow as hundreds-of-thousands of new engineering graduates become available each year. In addition, Indias computing,
communications and transportation infrastructure is improving exponentially to accommodate global demands. Indias cost
structure while increasing is very competitive to other emerging countries. Indias education system, which promotes the
English language as the language of choice for professionals, is attractive to many western companies. Finally, the growing
consumer base in India creates new opportunies for global companies seeking new customers. These key advantages are
expected to spur ESO growth in India to more than 600% over the next decade.
Engineering Ofshoring is a growth market
ROW
3%
ROW
5%
Europe
20%
Europe
30%
Japan
13%
Japan
15%
North America
50%
India ER&D Ofshore Revenues
by Geography
(2008)
India ER&D Ofshore Revenues Projection
by Geography
(2020)
Total: $6 - $7 billion Total: $30 - $40 billion

Source Booz Allen
According to the NASSCOM 2009 Strategic Review, Indias ESO 2009 revenue [strictly associated with product design and
engineering] was USD 2.65 billion When consolidation revenues associated with telecommunications services, in-house
company [captive] engineering services, and software development/IT under ESO, the total 2009 ESO revenues were USD 9
billion, according to a diferent 2009 study conducted by Booz Hamilton. These same studies indicated that the Indian ESO
industry employs approximately 150,000 individuals. In addition, the reports indicated that the ESO market has higher growth
rates in IT than other segments in the same time period.
ESO Diferentiation
There are two clear categories of diferentiation of ESO providers in India. The frst category represents large IT/Business Process
Outsourcing [BPO] services frms. They tend to have excellent market reach into large multi-national organizations and thus
have greater ability for scalability of resources. These companies also manage good cash fow and cash preservation. However,
they lack domain skills in areas requiring extensive experience in engineering and scientifc endeavors. Therein lies the reason
why telecommunications outsourcing usually dominates the overall Indian ESO market.
The second category, as defned by the analysts, is called pure-play where services providers specialize in service oferings and
possess signifcant domain experience and understanding (i.e. aerospace design, automotive design, biomedical engineering,
etc.). These ESO companies typically lack market reach and the scale of their counterparts who provide IT/BPO services. Decision
makers of R&D frms or product development companies distinctively prefer the specialization of pure-play ESO service providers
to other ESO generalist providers. Tata Technologies is clearly a pure-play ESO provider to Automotive, Aerospace companies.
PLM Market
The PLM market [PLM services + PLM software products] remained virtually fat in 2009, in contrast to nearly 10% growth in
2008. Companies elected to take a more cautious approach to PLM software spending with a wait-and-see view. In addition,
they curtailed spending plans for PLM services including training, consulting, and software customization/confguration.
| 21 | 21
Notwithstanding the overall fat growth, 2009 saw companies moving to implement key PLM objectives including further
rationalization of software technology, increased use of digital collaboration tools, and centralization of best practices data
to enable innovation. According to CIMdata, a globally recognized PLM industry consulting organization, growth for 2010 is
expected to be modest, at single digits. For 2011 and beyond, the PLM industry is expected to grow at a CAGR of 10-15%, with
PLM services projected to grow faster than software.
Increasingly, BPO consulting frms that operate across any given companys value chain are commanding a 60% share of the 11
billion PLM services market. This is an important development, as process consultants are involved in process evaluation and
implementation as well as overall business transformation strategies. Due to the nature of their consulting eforts, they must
look throughout the whole value chain to determine business strategies and are favorably positioned to grow downstream
services. Because of this obvious opportunity, and because PLM services represents 60% [and growing] of the total spend
for PLM, nearly all of the PLM vendors are now building their own service organizations. Other smaller PLM consultants and
software resellers command less than 20% of the PLM services market but they too are growing their organizations to be more
capable and more competitive.
2008 2010 2013
11.4
9.7
9.2
Tool Vendors Other Players Process Consultants
1.90
1.80
5.50
2.00
1.90
5.80
2.40
2.30
6.70
C. Overall Recent Industry Trends
Volume growth is returning, as visible from the Q4 FY 2010 results and management commentary.
Large, Strategic Sourcing deals are occurring with more frequency with several 100 FTE+ deals. Winners of such deals are
usually incumbents who are providing small projects and services, but know the internals and expectations of the client well
the ability to sign new small deals/open accounts continues to be critical.
Tier 1 IT services frms are increasing focus on ESO vertical capabilities to improve their service ofering portfolios.
Evolution of oferings, segments with increased traction in industry sectors including; Oil and Gas, Power Plant Design,
Transportation Engineering, Medical Engineering.
Global MNCs have increased their development of strategy planning for ESO outsourcing.
Attrition and salary cost in the ESO space is expected to show an increasing trend.
Investor interest for the ESO players is on the rise from private equity participation and institutions investing in ESO companies
in secondary market.
D - Internal Control Systems and their Adequacy
Overview
Tata Technologies systems of internal control are designed and operated to support the identifcation, evaluation and
management of risks afecting the Company and the business environment in which it operates. Internal audits help strengthen
the control mechanisms. Management is ultimately responsible to the Board for the Companys system of internal controls and
risk management.
The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations.
These have been designed to provide reasonable assurance. Each business unit is responsible and accountable for implementing
procedures and controls to manage risks within its business. Company management has established within its management
and reporting systems a number of risk management controls. These include:
a) Formal operating and strategic planning processes for all businesses within the Company;
b) Annual budgeting and periodic reporting systems for all businesses which enable the monitoring of progress against
fnancial and operational performance targets and metrics and evaluation of trends;
c) Guidelines and limits for approval of capital expenditures and investments;
d) Policies and procedures for the management of fnancial risk and treasury operations;
e) Certain risks cannot be mitigated to an acceptable level by internal controls. Such risks are transferred to third parties
in the international insurance markets to the extent considered appropriate.
f ) An internal audit function operates under a charter which defnes the purpose, authority and responsibility of the
Internal Audit Department. The Internal Audit Departments mission is to provide an independent, objective assessment
of risk and evaluation of the efectiveness of internal operating and fnancial controls within the Companys various
operating businesses.
Risk Response
The areas of emphasis for the conduct of the assessment include:
a) appropriateness, efciency, and efectiveness of the internal control environment and the susceptibility of that
environment, on a sample basis, to frauds, failures in internal controls or breaches in authority;
b) reliability and integrity of fnancial and other operating controls;
c) extent of compliance with Company policies and procedures;
d) accuracy and integrity of and security over data and information;
e) accountability for the Companys assets to safeguard against loss;
f ) adequacy of reviews made by the operating companies to ensure an efective internal controls environment is fostered;
| 23 | 23
g) economy and efciency with which resources are employed.
The Company uses a state-of-the-art ERP system to record data for accounting and management information purposes and
connects to diferent locations for efcient exchange of information. It has continued its eforts to align all its processes and
controls with global best practices. The audit is based on an Internal Audit Plan, which is reviewed each year in consultation
with the statutory auditors (Deloitte Haskins & Sells) and the Audit Committee. In line with international practice, the planning
and conduct of internal audit is oriented towards the review of controls in the management of risks and opportunities in the
Companys activities. The Internal Audit process is designed to review the adequacy of internal control checks in the system
and covers all signifcant areas of the Companys operations such as project delivery, accounting and fnance, legal compliance,
procurement, employee engagement, travel, customer satisfaction, working capital, etc. in the Company, including signifcant
subsidiaries in US, UK and Germany. Safeguarding of assets and their protection against unauthorised use are also a part of
these exercises.
The results of each audit and agreed-upon management action plan are reported on a timely basis to the management,
responsible for implementing changes. The Internal Audit Department report to the Companys Audit Committee and meets
with them at least four times a year to review the annual Audit Plan and the results of its activities. The Audit Committee also
meets the Companys statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the
Company and keeps the Board of Directors informed of its major observations from time to time.
Risks and Risk Mitigation
The Company is committed to the identifcation, monitoring and management of risks associated with its business activities.
The Company has put in place an Enterprise wide Risk Management (ERM) process. The Companys approach for enterprise risk
management is based on the internationally accepted COSO framework.
By defnition, ERM is a process, efected by an entitys Board of Directors, management and other personnel, applied in strategy
setting and across the enterprise, designed to identify potential events that may afect the entity, to manage risks to be within
its risk appetite and to provide reasonable assurance regarding the achievement of entity objectives.
In pursuing ERM, management strives to achieve the following:
a) Establish and implement a standard approach to the management of risk and to the acceptable levels of risk throughout the
business.
b) Establish and implement a structured and consistent process for;
i) Identifying, Assessing and Managing risks (threats and opportunities) in the achievement of our business objectives.
ii) Comply with applicable laws, regulations and governance standards in all areas in which the Company operate.
iii) Encourage a culture of personal responsibility to proactively identify and address risk issues and events.
iv) Apply our Risk Management processes to regularly monitor our major areas of exposure.
v) Embrace risk opportunities to gain competitive advantage.
vi) Provide appropriate risk management information and training programs.
vii) Develop and monitor risk management performance measures.
Risk
Monitoring
and
Reviewing
Risk
Treatment
Risk
Assessment
Communication
Establish the
Context
The Companys risk management policies and procedures cover regulatory, legal, property, treasury, fnancial reporting and
internal controls. A clear organizational structure exists detailing lines of authority and control responsibilities. The Management
is accountable for integration of the risk management practices into day to day activities of the Company. Diferent types of
business risks are identifed by the top management team and along with risk scores and mitigation measures are reported
to the Board. The Board periodically reviews the policies on risk assessment and risk management, guidelines to govern the
process and the major fnancial risk exposures and the steps undertaken to control them.
The Company believes that it has robust and ft for purpose risk management processes in place. Some of the major risks and
concerns identifed for the risk mitigation plans as reviewed by the Company include:
1. Supplier Contract Compliance
2. Customer Acquisition
3. Exchange Rate Fluctuations
4. Revenue Concentration
5. Competitive Environment
6. Customer Bankruptcies
7. Integration and Collaboration
8. Human Resource Management
9. Contractual Compliance
10. Technology Obsolescence
11. Immigration Regulations
12. Inability to Access Funds
E - Financial Performance Discussion with Respect to Operational Performance
OVERVIEW
The fnancial performance of Tata Technologies Ltd (TTL) as per Indian GAAP is discussed hereunder in two parts:
1. Tata Technologies Ltd (Unconsolidated), which excludes the performance of subsidiaries of TTL and its share in Joint
Venture Company.
2. Tata Technologies Ltd (Consolidated), which includes performance of subsidiaries of TTL and its share in Joint Venture
Company (Group Companies). The Consolidated Financial Statements bring out comprehensively the performance of
the TTL group of companies and are more relevant for understanding the overall performance of the TTL group. The
fnancial statements are prepared in compliance with the Companies Act, 1956 and generally accepted accounting
principles in India.
3. The consolidated performance of the Company is refected in the trend graphics for the last fve years.
ROCE =
EBITDA
Capital
=
EBITDA
Revenue
Revenue
Capital
SG&A as % of sales
Gross Margin
Ofshore Growth
Fixed Asset T/O
Days Sales O/S
Revenue growth
10.9% INR 77.1cr
INR 573cr
1.92
25%
18%
35%
18.56
77 days
15%
16.7% INR 119.9cr
INR 628cr
10%
1.98
27%
17%
131%
20.56
83 days
13%
2009 2008 2010
14%
INR 152.7cr
INR 658cr
1.67
14%
15%
29%
14.71
74 days
-12%
20.96%
7%
| 25 | 25
< 6 months
> 6 months
2005-06 2006-07 2007-08 2008-09 2009-10
11
17
30
66
91
| 27 | 27
2005-06 2006-07 2007-08 2008-09 2009-10
4. The discussion should be read in conjunction with the fnancial statements and notes for the year ended March 31,2010.
The total income of TTL (Unconsolidated) aggregated Rs. 391.80 crore in fscal 2010 as compared to Rs. 378.89 crore in fscal
2009, registering a growth of 3.41%. In fscal 2010, the Companys (Unconsolidated) proft after taxes aggregated Rs.76.36 crore
as compared to Rs. 58.03 crore in fscal 2009, registering a growth of 31.59%.
In fscal 2010, the total income of TTL (Consolidated) aggregated Rs. 1096.69 crore as compared to Rs. 1241.19 crore in fscal
2009. The consolidated proft after taxes aggregated Rs. 91 crore in fscal 2010 as compared to Rs. 65.87 crore in fscal 2009,
registering a growth of 38.15%.
A fnal dividend of Rs. 7/- per equity share has been recommended.
RESULTS OF OPERATIONS - TTL (UNCONSOLIDATED)
The Management Discussion and Analysis given below relates to the fnancial statements of TTL (Unconsolidated). The discussion
should be read in conjunction with the fnancial statements and related notes for the year ended March 31, 2010.
The following table gives an overview of the fnancial results of TTL (Unconsolidated):
INCOME
2009-10

2008-09 % of
Variance
Rs. crore % of
Income
Rs. Crore % of
Income
Income From Services 342.93 87.53% 308.58 81.44% 11.13%
Sale of Products 39.46 10.07% 62.62 16.53% -36.98%
Other Income 9.41 2.40% 7.69 2.03% 22.37%
Total Income 391.80 100.00% 378.89 100.00% 3.41%
EXPENDITURE
Cost of Traded Items & Services 30.86 7.88% 50.63 13.36% -39.05%
Consultancy Fees, Software and Others 27.08 6.91% 23.12 6.10% 17.13%
Payroll and Related Expenses 184.29 47.04% 175.96 46.44% 4.73%
Operations and Other Expenses 31.19 7.96% 33.74 8.91% -7.56%
Total Expenditure 273.42 69.79% 283.45 74.81% -3.54%
Proft Before Finance Charges, Depreciation and Taxes 118.38 30.21% 95.44 25.19% 24.04%
Finance Charges 1.71 0.44% 3.67 0.97% -53.40%
Depreciation and Amortization 9.38 2.39% 8.15 2.15% 15.09%
Proft Before Taxes 107.29 27.38% 83.62 22.07% 28.31%
Provision for Taxes (including deferred tax) 30.93 7.89% 25.59 6.75% 20.87%
Net Proft from Operations After Taxes 76.36 19.49% 58.03 15.32% 31.59%
INCOME
Income from Operations
The Companys revenues consist mainly of income from services and sale of products. The Company provides services either on
time and material basis or fxed price basis. The Companys revenue from services on time and materials contracts is recognized
when services are rendered and related costs are incurred. In case of fxed price contracts, revenue is recognized over the life of
the contract based on milestones achieved as specifed in the contracts or by proportionate completion method on the basis
of the work completed. Foreseeable losses on such contracts are recognized when probable. Revenue from rendering Annual
Maintenance Services is recognized proportionately over the period of contract. Revenue from third party software products
and hardware sale is recognized upon delivery.
The Companys (unconsolidated) revenues increased to Rs. 382.39 crore in fscal 2010, from Rs. 371.20 crore in fscal 2009, a
growth of 3.01%. Revenues from services increased to Rs. 342.93 crore in fscal 2010 from Rs. 308.58 crore in fscal 2009, a
growth of 11.13%. Revenues from sale of products decreased to Rs. 39.46 crore in fscal 2010 from Rs. 62.62 crore in fscal 2009,
a reduction in revenue of 36.98%.
Other Income
Other Income in fscal 2010 increased to Rs. 9.41 crore from Rs. 7.69 crore in fscal 2009. Other Income comprises interest
received on inter corporate deposits and deposits with banks, dividends received on investments in units of mutual funds and
commission income. Primary reasons for the increase in other income are:
(a) Interest Income on inter corporate deposits and deposits with the banks in fscal 2010 was Rs. 7.04 crore as compared
to interest income of Rs. 4.81crore in fscal 2009
(b) Dividend of Rs. 0.33 crore from investments in units of mutual funds in fscal 2010 as compared to Rs. 0.11 crore in fscal
2009.
| 29 | 29
EXPENDITURE
Cost of Traded Items and Services
Cost of Traded items and services represents cost of products traded during the period under reference. Total cost of traded
items and services in fscal 2010 was Rs. 30.86 crore, a decrease of 39.05% over the costs of Rs. 50.63 crore in fscal 2009. This
decrease is attributable to overall decrease in income from the sale of products. As previously mentioned, revenues from sale of
products reduced to Rs. 39.46 crore in fscal 2010 from Rs. 62.62 crore in fscal 2009, a reduction of 36.98%.
Consultancy Fees, Software and Others
Consultancy Fees represents outsourcing charges paid to the third parties towards various jobs outsourced. The cost of software
represents the purchase cost of software for internal use for enhancing the quality of services and also meeting the needs of
the customers. Total consultancy fees, software and others in fscal 2010 was Rs. 27.08 crore, an increase of 17.13% over the
total consultancy fees, software and others cost of Rs. 23.12 crore in fscal 2009. Total consultancy fees, software and others as a
percentage of total income was 6.91% in fscal 2010 (6.10% in fscal 2009). This increase is attributable to deployment of more
contractual professionals during fscal 2010 as compared to fscal 2009.
Payroll and Related Expenses
Payroll and Related Expenses consist of compensation of employees. It includes salaries, which have fxed and variable
components, contribution to provident fund, superannuation fund and gratuity fund. It also includes expenses incurred on
staf welfare. Total Payroll and Related Expenses in fscal 2010 was Rs. 184.29 crore, an increase of 4.73% over the total employee
cost of Rs. 175.96 crore in fscal 2009. Total employee cost as a percentage of total income was 47.04% in fscal 2010 (46.44% in
fscal 2009). This increase is attributable to increase in cost per employee. The number of employees as at March 31, 2010 was
2,816 as against 2,796 during the previous year.
Other Items of Operations and Other Expenses
Operating and Other Expenses (other than cost of traded items and services, consultancy fees, software and others and payroll
and related expenses as previously discussed) have decreased from Rs. 33.74 crore in fscal 2009 to Rs. 31.19 crore in fscal 2010.
In terms of total income, it has gone down from 8.91% in fscal 2009 to 7.96% in fscal 2010. The decrease is primarily due to
lower of administration and marketing expenses. Administration and marketing expenses amounting to Rs. 23.45 crore was
incurred in fscal 2010 as against of Rs. 28.20 crore during the previous year. The administrative and marketing cost primarily
has come down due to reduction of travel and conveyance cost from Rs. 11.59 crore in fscal 2009 to Rs. 7.94 crore in fscal 2010.
Proft before Finance Charges, Depreciation and amortization and Taxes
The proft before fnance charges, depreciation and amortization and taxes in fscal 2010 was Rs. 118.38 crore, an increase of
24.04% from Rs. 95.44 crore in fscal 2009. The proft as a percentage of income went up from 25.19% in fscal 2009 to 30.21%
in fscal 2010.
Finance Charges
Finance charges decreased from Rs. 3.67 crore in fscal 2009 to Rs. 1.71 crore in fscal 2010. This was due to reduction of interest
and other charges paid on PCFC loan (foreign currency loan) taken from banks.
Depreciation and Amortization
Depreciation and Amortization charges increased from Rs 8.15 crore in fscal 2009 to Rs. 9.38 crore in fscal 2010, an increase of
15.09%. In terms of total income, the depreciation and amortization charge was 2.39% of total income in fscal 2010 (2.15% in
fscal 2009).
Proft before Taxes
The Proft before Taxes in fscal 2010 was Rs.107.29 crore, an increase of 28.31% from Rs. 83.62 crore in fscal 2009. In terms of
total income, the Proft before Taxes went up from 22.07% in fscal 2009 to 27.38% in fscal 2010.
Provision for Taxation
Income tax expense comprises the current tax and the net change in the deferred tax assets and liabilities in the applicable
fscal period. The Company benefts in India from certain tax incentives under section 10A of the Income Tax Act, 1961, for the IT
services exported from designated Software Technology Parks. The tax expense increased from Rs. 25.59 crore in fscal 2009 to
Rs. 30.93 crore in fscal 2010. This represented 7.89% of the total income in fscal 2010 (6.75% of the total income in fscal 2009).
The efective tax rate (total tax expenses including deferred tax/proft before tax*100) in fscal 2010 reduced to 28.83% from
30.60% in fscal 2009.
Net Proft from operations after taxes
The Companys net proft from operations after taxes registered a growth of 31.59% from Rs. 58.03 crore in fscal 2009 to Rs.76.36
crore in fscal 2010.
FINANCIAL POSITION - TTL (UNCONSOLIDATED)
Share Capital
Amount in Rs. Crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Authorized:
60,000,000 equity shares (Previous year 50,000,000 equity shares of Rs.10 each) and
700,000 0.01% cumulative non-participative compulsorily convertible preference
shares of Rs. 10/- each (P.Y. Nil)
60.00
0.70
50.00
-
Total 60.70 50.00
Issued, Subscribed and Paid-up:
37,244,591 equity shares of Rs. 10/- each (P.Y. 37,158,104 equity shares of Rs. 10/-
each)

37.24 37.16
Total 37.24 37.16
During the year, the Company increased its authorized capital. The authorized equity share capital as on March 31, 2010 was
Rs. 60 crore, divided into 6 crore equity shares of Rs. 10/- each (Rs. 50 crore as at March 31, 2009, divided into 5 crore equity
shares of Rs. 10/- each). The issued, subscribed and paid-up share capital as on March 31, 2010 Rs. 37.24 crore. During the year,
the Company has issued equity shares to employees/directors under ESOP Scheme 2001. Consequently, the issued, subscribed
and paid up capital of the Company increased by Rs. 0.08 crore in fscal 2010. Details of options granted, vested, exercised, etc as
at March 31, 2010 are provided in the Directors Report. As on March 31, 2010, the authorized capital also included cumulative
non participative compulsory convertible preference shares of Rs. 0.70 crore, divided into 7 lac shares of Rs. 10/- each. Based
on the approval given by the Shareholders of the Company the Extra-Ordinary General Meeting held on March 5, 2010, the
Company has increased its authorized capital with an intention to issue share capital to the private equity investors.
| 31 | 31
Reserves and Surplus
A summary of reserves and surplus is as under:
Amount in Rs. Crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Securities Premium 208.97 255.38
Securities Premium identifed for consolidation adjustment 29.34 -
General Reserves 24.65 16.65
Proft & Loss Account 93.66 55.65
Total 356.62 327.68
Securities Premium Account
Amount in Rs. Crore
Particulars As at
March 31, 2010
As of
March 31, 2009
As at the beginning of the year 255.38 255.11
Additions during the year 0.25 0.27
Adjustments during the year (17.32) -
Securities Premium identifed for Consolidation adjustment (29.34) -
Total 208.97 255.38
Securities Premium Account as on March 31, 2009 stood at Rs. 255.38 crore. As on March 31, 2010 the balance in this account
stood at Rs. 208.97 crore. The additions to the share premium account of Rs. 0.25 crore during the year is on account of premium
received on issue of equity shares, on exercise of options under ESOP Scheme 2001.
During the year, the Company and its subsidiary companies have incurred onetime expenses such as cost towards consultancy,
cost of reorganization/restructuring, severance payments, employee separation cost, one time consultancy charges and
provision for receivables due to change in accounting policy amounting to Rs. 46.66 crore. Of which, the Company has incurred
onetime costs amounting to Rs. 17.32 crore on account of employee separation cost and additional provision for doubtful
debts arising from change in accounting policy for providing for doubtful debts and the balance amount of Rs. 29.34 crore has
been incurred by the subsidiary companies towards severance payments, consultancy cost for implementation of business
restructuring and additional provision for doubtful debts arising from change in accounting policy for providing for doubtful
debts.
Based on the approvals of Shareholders of the Company in the Extra-Ordinary General Meeting held on March 5, 2010 and on
the basis of order of the High Court of Judicature at Mumbai vide its order dated April 16, 2010, during the year, the Company
has utilized an amount of Rs. 46.66 crore out of the securities premium account against the one time cost incurred by the
Company and its subsidiary companies. Balance in the Securities Premium Account has been utilized in accordance with the
provisions of Section 78 read with Section 100 to 103 of the Companies Act, 1956. The Company has completed all required
formalities as required under the provisions of the Companies Act, 1956. A detailed note indicating the nature of utilization has
been given in the notes to accounts.
Based on the Shareholders approval of the Company in the Extra-Ordinary General Meeting held on March 5, 2010 and on the
basis of the order of the High Court of Judicature at Mumbai vide its order dated April 16, 2010, the Company identifed and
segregated an amount of Rs. 29.34 crore from the balance in the Securities Premium Account for adjustment on consolidation
in respect of one time expenditure incurred by the subsidiary companies. The said amount has been shown separately under
Reserves and Surplus under the head Securities Premium identifed for Consolidation adjustment. No such adjustments were
carried out in the previous year.
Shareholders funds
The total shareholder funds increased to Rs. 393.86 crore as at March 31, 2010 from Rs. 364.86 crore as of the previous year end.
The basic earnings per share increased to Rs. 20.54 as at March 31, 2010 compared to Rs. 15.63 as of the previous year end.
Secured Loans
Secured Loans as at the end of fscal 2010 aggregated Rs. 0.40 crore (Rs. 42.50 crore at the end of fscal 2009). This is due
to decrease in secured PCFC loan (foreign currency loan) amount taken from a bank. The said PCFC loan was secured by
hypothecation of current assets of the Company (excluding loans and advances given to subsidiary companies and other Group
companies). However, during the year, the Company has repaid the secured foreign currency loan and hence no balance was
outstanding as at March31, 2010 (Rs. 41.74 crore as at March 31, 2009).
Unsecured Loans
Unsecured Loans at the end of fscal 2010 aggregated Rs. 40.53 crore (Rs. Nil at the end of fscal 2009). The said amount represents
a new unsecured PCFC loan (foreign currency loan) taken from a bank. The Company has not provided any security towards the
said loan. No such loan was outstanding as at March 31, 2009.
Deferred Tax Liability (net)
The Company has a deferred tax liability (net of deferred tax asset) of Rs. 1.64 crore as on March 31, 2010 (Rs. 1.04 crore as on
March 31, 2009). Deferred tax liability represents timing diferences in the fnancial and tax books arising from depreciation on
assets. Details of the same have been provided in the notes to accounts.
Fixed Assets
A statement of movement in fxed asset is as follows:
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
% change
Leasehold Land 4.09 4.09 0.00%
Buildings 22.18 22.09 0.41%
Plant & Machinery 50.64 50.86 -0.43%
Furniture & Fixtures 5.98 5.81 2.92%
Vehicles 2.44 2.44 0.00%
Software Licenses 38.08 13.19 188.70%
Total 123.41 98.48 25.31%
Less:
Accumulated Depreciation 54.76 48.64 12.58%
Net Block 68.65 49.84 37.74%
Add:
Capital Work in Progress 0.62 0.70 -11.43%
Net Fixed Assets 69.27 50.54 37.06%
During the year, the Company has added Rs. 28.38 crore to our gross block comprising Rs. 0.10 crore buildings, Rs. 2.55 crore
plant and machinery, Rs. 0.16 crore furniture and fxtures, Rs. 0.68 crore vehicles and Rs. 24.89 crore software licenses. During the
previous year, the Company added Rs. 9.61 crore to gross block assets of the Company.
During the year, the Company deducted Rs. 3.45 crore from the gross block of assets comprising Rs. 2.77 crore plant and
machinery, Rs. 0.68 crore vehicles. During the previous year, the Company retired/transferred various assets with gross block of
Rs. 1.65 crore. The Company has a capital commitment of Rs. 3.78 crore as at March 31, 2010 as compared to Rs. 2.65 crore as at
March 31, 2009.
| 33 | 33
Investments
A summary of the Companys investments is given below:
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March31, 2009
(a) Long-term investments
i) Investment in Subsidiary companies 218.91 218.91
ii) Investment in Joint Venture Company 2.73 1.75
(b) Current Investments ( In Units of Mutual funds) 44.10 27.00
Total 265.74 247.66
As can be seen from the above table, during the year the Company has not made any further investment in its subsidiary
companies. However, it has invested Rs. 0.98 crore in a joint venture Company (Tata HAL Technologies Ltd). During the year, the
Company has invested in units of mutual funds. These are typically investments in short-term funds to gainfully use the excess
cash balance with the Company. Investments in mutual funds aggregated Rs. 44.10 crore as at March 31, 2010 (Rs. 27 crore as
at March 31, 2009).
Current Assets, Loans and Advances
Unbilled Revenues
Unbilled revenues comprise revenue recognized in relation to eforts incurred on Fixed-Price-Fixed-Time contracts and Time
and Material contracts not billed as of the year end. Unbilled revenues stood at Rs. Nil crore as on March 31, 2010 (Rs.1.92 crore
as at March 31, 2009).
Sundry Debtors
Sundry Debtors as on March 31, 2010 aggregated Rs. 58.65 crore (net of provision for doubtful debts) (Rs. 61.48 crore as on
March 31, 2009). Amount debited to Proft and Loss Account on account of bad debts and provision for bad and doubtful debts
in fscal 2010 was Rs. 0.98 crore (Rs. 1.24 crore in fscal 2009). During the year, the Company has revised its policy of providing
for doubtful debts from a specifc identifcation method. Currently provision for doubtful debts is created as a percentage of the
outstanding debts based on ageing. The impact of this change was an additional provision of Rs. 1.58 crore has been debited
to the securities premium account. The amounts considered as bad debts and provision for doubtful (debited to proft and loss
account) as a percentage of total income was 0.25% in fscal 2010, (0.33% in fscal 2009).
Cash and Bank Balances
The Company had Cash and Bank balance of Rs. 41.80 crore as on March 31, 2010 (Rs. 6.03 crore as on March 31, 2009). The
balances with scheduled banks aggregated Rs. 41.48 crore as on March 31, 2010 (Rs. 4.28 crore as on March 31, 2009).
Loans and Advances
A summary of loans and advances of the Company is given below:
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Loans & Advances to Employees 1.50 0.80
Less: Provision for Doubtful Loans & Advances to Employees (0.04) (0.04)
Bills of Exchange - 4.53
Advances to Suppliers, Contractors & Others 10.34 11.47
Loan to Subsidiary Company 9.13 17.95
ICD with Tata Motors Ltd (Holding Company) 55.00 42.00
Deposits With Government, Public Bodies and Others 0.72 1.39
Prepaid Expenses 1.39 1.05
Advance Payments against Taxes (net) 32.64 28.25
Total 110.68 107.16

As can be seen from the above information, Loans and Advances as on March 31, 2010 were Rs. 110.68 crore (Rs. 107.16 crore as
on March 31, 2009). Signifcant items of Loans and Advances were as under:
Inter corporate deposits with Tata Motors Ltd was Rs. 55 crore (Rs. 42 crore as on March 31, 2009) and Advance payments against
taxes (net) was Rs. 32.64 crore (Rs. 28.25 crore as on March 31, 2009).
Current Liabilities
A summary of current liabilities of the Company is given below:
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Sundry Creditors 69.03 44.11
Advance & Progress Payment 0.70 0.58
Unpaid Dividend 0.25 1.32
Other Liabilities 1.83 2.06
Total 71.81 48.07

Current Liabilities went up to Rs. 71.81 crore as on March 31, 2010 as compared to Rs. 48.07 crore as on March 31, 2009. This
increase is primarily due to increase in Sundry Creditors from Rs. 44.11 crore as on March 31, 2009 to Rs. 69.03 crore as on
March 31, 2010.
| 35 | 35
Provisions
A summary of the provisions of the Company is given below:
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Provision for Taxation 0.62 0.68
Proposed Dividend 26.03 7.43
Provision for Tax on Dividend 4.32 1.26
Provision for Staf Welfare Schemes 6.99 7.07
Total 37.96 16.44

As can be seen from the above table, the increase in provisions is mainly attributable to proposed dividend amounting to
Rs. 26.03 crore as at March 31, 2010 as against Rs. 7.43 crore as at March 31, 2009. Proposed divided represents the fnal dividend
recommended to the shareholders. Upon approval of the shareholders in the Annual General Meeting, the same will be paid to
the shareholders.
Cash Flow - TTL (Unconsolidated)
Cash Flow from Operating Activities
Amount in Rs. crore
Particulars 2009-10 2008-09 Increase/
(Decrease)
Net Proft after Taxation and Extraordinary Items 76.36 58.03 18.33
Depreciation 9.38 8.15 1.23
Provision for Income Tax 30.34 23.17 7.17
Provision for Deferred Tax 0.59 1.03 (0.44)
Provision for Fringe Beneft Tax - 1.05 (1.05)
Others 0.12 (4.01) 4.13
Operating Proft Before Working Capital Changes 116.79 87.42 29.37
Efect of Working Capital Changes 10.44 (25.33) 35.77
Advance Tax/Tax Deducted at Source (34.83) (35.96) 1.13
Net Cash Provided by Operating Activities 92.40 26.13 66.27

As can be seen from the above table, in fscal 2010, the Company generated net cash of Rs. 92.40 crore (Rs. 26.13 crore in fscal
2009) from operating activities. Apart from proft after taxes of Rs. 76.36 crore (Rs. 58.03 crore in fscal 2009), the net cash
generated includes adjustments for non-cash items like depreciation of Rs. 9.38 crore (Rs. 8.15 crore in fscal 2009).
Cash Flow from Investing Activities
Amount in Rs. crore
(Decrease)
Payment of Loan to Subsidiary 6.57 (0.95) 7.52
Investment in Joint Venture (0.99) (1.75) 0.76
Investment in Mutual Fund (made)/sold (net) (17.09) (27.00) 9.91
Proceeds From Sale of Fixed Assets 0.20 0.26 (0.06)
Payment for Purchase of Fixed Assets (27.94) (10.08) (17.86)
Net Cash Used for Investment Activities (39.25) (39.52) 0.27

In fscal 2010, the Company used Rs. 39.25 crore on investment activities (Rs. 39.52 crore in fscal 2009). The signifcant item in
fscal 2010 was purchase of fxed assets amounting to Rs. 27.94 crore (Rs. 10.08 crore in fscal 2009).
Cash Flow from Financing Activities
Amount in Rs. crore
(Decrease)
Proceeds from issue of shares under ESOP scheme including
premium
0.31 0.35 (0.04)
Interest Paid (1.71) (3.67) 1.96
Dividends Paid (including Dividend Tax) (9.76) (28.64) 18.88
Interest Received 7.01 4.81 2.20
Inter Corporate Deposits (Net) (13.00) (3.95) (9.05)
Proceeds from Short Term Borrowing 0.12 39.27 (39.15)
Proceeds from Long Term Borrowing 0.20 0.26 (0.06)
Repayment of Long Term Borrowings (0.56) (0.59) 0.03
Net Cash Generated From Financing Activities (17.39) 7.84 (25.23)

As can be seen from the above, in fscal 2010 the signifcant item of cash used in fnancing activities was placement of inter
corporate deposit of Rs. 13 crore as against Rs. 3.95 crore in fscal 2009.
Cash Position
Cash and cash equivalents as on March 31, 2010 amounted to Rs. 140.90 crore (Rs. 75.03 crore as on March 31, 2009). Cash and
cash equivalents includes investments in mutual funds and inter corporate deposits.
TTL (CONSOLIDATED)
The Management Discussion and Analysis below relates to the consolidated fnancial statements of TTL (includes the results
of its subsidiaries and the Companys share in Joint Venture Company). The Discussion should be read in conjunction with the
fnancial statements and related Notes to the Consolidated Accounts of TTL for the year ended March 31, 2010.
| 37 | 37
PARTICULARS 2009-10
Rs. crore
% of
Income
2008-09
Rs. crore
% of
Income
% of
Variance
INCOME
Income from Services 786.81 71.74% 875.04 70.50% -10.08%
Sale of Products 283.57 25.86% 327.40 26.38% -13.39%
Sub Total 1,070.38 97.60% 1,202.44 96.88% -10.98%
Other Income 26.31 2.40% 38.75 3.12% -32.10%
Total Income 1,096.69 100.00% 1,241.19 100.00% -11.64%
EXPENDITURE
Cost of Traded Items & Services 188.06 17.15% 235.66 18.99% -20.20%
Consultancy Fees, Software and Others 178.82 16.31% 210.07 16.92% -14.87%
Payroll and Related Expenses 486.52 44.36% 568.35 45.79% -14.40%
Other Operating Expenses 90.59 8.26% 107.22 8.64% -15.51%
Total Expenditure 943.99 86.08% 1,121.30 90.34% -15.81%
Proft Before Finance Charges,
Depreciation and Taxes
152.70 13.92% 119.89 9.66% 27.37%
Finance Charges 12.05 1.10% 12.21 0.98% -1.31%
Depreciation and Amortization 14.68 1.34% 14.79 1.19% -0.74%
Proft before Taxes 125.97 11.49% 92.89 7.48% 35.61%
Provision for Taxes (including deferred tax) 34.97 3.19% 27.02 2.18% 29.42%
Proft after taxes 91.00 8.30% 65.87 5.31% 38.15%

INCOME
Income from Operations
The Companys revenues decreased in fscal 2010 to Rs. 1070.38 crore from Rs. 1202.44 crore in fscal 2009. Service revenues
were 71.74% of total income (70.50% in fscal 2009) and reduced by 10.08% from Rs. 875.04 crore in fscal 2009 to Rs. 786.81
crore in fscal 2010. Consolidated revenues from sale of products reduced by 13.39% from Rs. 327.40 crore in fscal 2009 to
Rs. 283.57 crore in fscal 2010.
Revenue by Segments
The classifcation of revenues of the Company by geography is given below:
Amount in Rs. crore
Geography 2009-10 % of revenue 2008-09 % of revenue
India 303.78 28.38% 308.97 25.70%
USA 374.91 35.03% 542.43 45.11%
UK 258.16 24.12% 181.08 15.06%
Germany 46.28 4.32% 67.17 5.59%
France 44.71 4.18% 39.25 3.26%
Netherlands 13.00 1.21% 14.33 1.19%
Thailand 2.97 0.28% 8.67 0.72%
Other Countries 26.57 2.48% 40.54 3.37%
Total 1,070.38 100.00% 1,202.44 100.00%

Other Income
Amount in Rs. crore
Particulars 2009-10 2008-09
Interest Income 6.18 5.05
Commission Income 16.42 25.93
Proft on Sale of Investments - 0.01
Dividend Income 0.33 0.11
Miscellaneous Income 3.38 6.81
Excess provision written back - 0.84
Total 26.31 38.75

Consolidated Other Income in fscal 2010 reduced to Rs. 26.31 crore from Rs. 38.75 crore in fscal 2009. In terms of total income,
Other Income has gone down from 3.12% in fscal 2009 to 2.40% in fscal 2010. As can be seen from the above, the reduction
of other income has come down due to reduction of commission income (sale of products) from Rs. 25.93 crore in fscal 2009 to
16.42 crore in fscal 2010. Miscellaneous income of fscal 2010 was net of liquidation loss of Rs. 1.28 crore (due to liquidation of
one of the subsidiary company located in Japan). No such adjustment was carried out in fscal 2009.
EXPENDITURE
Payroll and Related Expenses
The consolidated total employee costs for fscal 2010 was Rs. 486.52 crore, a reduction of 14.40% over Rs. 568.35 crore in
fscal 2009. Employee costs as a percentage of total income was 44.36% in fscal 2010 (45.79% in fscal 2009). This decrease is
attributable to efective utilization of manpower reduction of cost per employee and implementation of severance scheme. The
number of employees as at March 31, 2010 was 3,934 (3,986 as at March 31, 2009).
Operating and Other Expenses have reduced from Rs. 107.22 crore in fscal 2009 to Rs. 90.59 crore in fscal 2010. In terms
of total income, this has reduced from 8.64% in fscal 2009 to 8.26% in fscal 2010. The decrease is primarily due to lower of
administration and marketing expenses. Administration and marketing expenses amounting to Rs. 75.26 crore was incurred
in fscal 2010 as against of Rs. 95.87 crore during the previous year. The administrative and marketing cost primarily has come
down due to reduction of travel and conveyance cost from Rs. 39.17 crore in fscal 2009 to Rs. 29.83 crore in fscal 2010.
Proft before Finance Charges, Depreciation and amortization and Taxes
The proft before fnance charge, depreciation and amortization and taxes (PBIDT) in fscal 2010 was Rs. 152.70 crore, an increase
of 27.37% from Rs. 119.89 crore in fscal 2009. The proft as a percentage of total income was 13.92% in fscal 2010 (9.66% in fscal
2009). The increases in the PBIDT as a percentage of total income in fscal 2010 are attributable to increase in ofshore revenues
and reduction in operating cost, particularly employee costs and other operating costs.
Finance Charges
Finance charges reduced from Rs. 12.21 crore in fscal 2009 to Rs. 12.05 crore in fscal 2010. This was due to efective management
of working capital. In terms of percentage of total income, fnance charges have gone up from 0.98% in fscal 2009 to 1.10% in
fscal 2010.
Depreciation and amortization
Depreciation and amortization charge has reduced from Rs. 14.79 crore in fscal 2009 to Rs. 14.68 crore in fscal 2010, a decrease
of 0.74%. In terms of total income the depreciation and amortization charge was 1.19% in fscal 2009 and 1.34% in fscal 2010.
| 39 | 39
Proft before Taxes
The Proft before Taxes in fscal 2010 was Rs. 125.97 crore, an increase of 35.61% from Rs. 92.89 crore in fscal 2009. In terms
of total income the proft went up from 7.48% in fscal 2009 to 11.49% in fscal 2010. The increase in proft before tax can be
attributed to margin expansion of PBIDT of 401 basis points.
Income tax expense comprises tax on income from operations in India and foreign tax jurisdictions. Income tax payable in India
is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expenses relating to overseas operations are
determined in accordance with tax laws applicable in countries where such operations are carried out. The Company benefts
in India from certain tax incentives as explained earlier. The Companys consolidated tax expense in fscal 2010 increased to
Rs. 34.97 crore from Rs. 27.02 crore in fscal 2009. This represented 3.19% of the total income in fscal 2010 (2.18 % in fscal 2009).
The efective tax rate (total tax expenses including deferred tax/proft before tax*100) in fscal 2010 reduced to 27.76% from
29.09% in fscal 2009.
Net Proft after taxes from operations
The Companys net proft (Consolidated) registered a growth of 38.15% from Rs. 65.87 crore in fscal 2009 to Rs. 91 crore in fscal
2010. Net proft margin on the total income went up from 5.31% in fscal 2009 to 8.30% in fscal 2010. The increase in net proft
margin for fscal 2010 of 2.99%.
FINANCIAL POSITION - TTL LIMITED (CONSOLIDATED)
Share Capital
Amount in Rs. Crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Authorized:
60,000,000 equity shares (Previous year 50,000,000 equity shares of Rs. 10/-) and
700,000 0.01% cumulative non-participative compulsorily convertible preference
shares of Rs. 10/- each (P.Y. Nil)
60.00
0.70
50.00
-
Total 60.70 50.00
Issued, Subscribed and Paid-up:
37,244,591 equity shares of Rs. 10/-each (P.Y. 37,158,104 equity shares of Rs. 10/-each) 37.24 37.16
Total 37.24 37.16

As discussed elsewhere in this report, during the year, the Company increased its authorized capital. The authorized equity
share capital as on March 31, 2010 was Rs. 60 crore, divided into 6 crore equity shares of Rs. 10/- each (Rs. 50 crore as at March
31, 2009, divided into 5 crore equity shares of Rs. 10/- each). The issued, subscribed and paid-up share capital as on March
31, 2010 Rs. 37.24 crore. During the year, the Company has issued equity shares to employees/directors under ESOP Scheme
2001. Consequently, the issued, subscribed and paid up capital of the Company increased by Rs. 0.08 crore in fscal 2010. Details
of options granted, vested, excersied, etc as at March 31, 2010 are provided in the Directors Report. As on March 31, 2010,
the authorized capital also included cumulative non participative compulsory convertible preference shares of Rs. 0.70 crore,
divided into 7 lac shares of Rs. 10/- each. Based on the approval given by the Shareholders of the Company in the Extra-Ordinary
General Meeting held on March 5, 2010, the Company has increased its authorized capital with an intention to issue share
capital to the private equity investors.
Reserves and Surplus
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Capital Reserve 0.65 0.99
Securities Premium 208.97 255.38
General Reserves 24.83 16.83
Proft & Loss Account 119.39 66.75
Translation Reserve (43.88) (35.24)
Total 309.96 304.71
Capital Reserve Account as on March 31, 2009 stood at Rs. 0.99 crore. As on March 31, 2010 the balance in this account stood at
Rs. 0.65 crore, the decrease in this account represents translation adjustment.
Securities Premium Account as on March 31, 2009 stood at Rs. 255.38 crore. As on March 31, 2010 the balance in this account
stood at Rs. 208.97 crore. The additions to the share premium account of Rs. 0.25 crore during the year is on account of premium
received on issue of equity shares, on exercise of options under ESOP Scheme 2001.
During the year, the Company and its subsidiary companies has incurred one time expenses such as cost towards consultancy,
cost of reorganization/restructuring, severance payments, employee separation cost and provision for receivables due to
change in accounting policy amounting to Rs. 46.66 crore. Of which, the Company has incurred onetime costs amounting to
Rs. 17.32 crore on account of employee separation cost, one time consultancy charges and additional provision for doubtful
debts arising from change in accounting policy for providing for doubtful debts and the balance amount of Rs. 29.34 crore has
been incurred by the subsidiary companies towards severance payments, consultancy cost for implementation of business
restructuring and additional provision for doubtful debts arising from change in accounting for providing for doubtful debts.
Based on the approvals of Shareholders of the Company in the Extra-Ordinary General Meeting held on March 5, 2010 and on
the basis of order of the High Court of Judicature at Mumbai vide its order dated April 16, 2010, during the year, the Company has
utilized an amount of Rs. 46.66 crore out of the securities premium account against the onetime cost incurred by the Company
and its subsidiary companies. Balance in Securities Premium Account has been utilized in accordance with the provisions of
Section 78 read with Section 100 to 103 of the Companies Act, 1956. The Company has completed all required formalities as
required under the provisions of the Companies Act, 1956. A detailed note indicating the nature of utilization has been given
in the notes to accounts.
Out of the profts in fscal 2010, an amount of Rs. 8 crore (Rs. 6 crore in fscal 2009) has been transferred to General Reserves
resulting in a closing balance of Rs. 24.83 crore as on March 31, 2010 (Rs. 16.83 crore as on March 31, 2009).
The balance in the Proft and Loss Account as on March 31, 2010 stood at Rs. 119.39 crore (Rs. 66.75 crore as on March 31,
2009), after providing fnal dividend of Rs. 26.03 crore and dividend tax of Rs. 4.32 crore thereon. The total amount of profts
appropriated to dividends including dividend tax was Rs. 30.35 crore as compared to Rs. 21.73 crore in the previous year.
For the purpose of consolidation, the fnancial statements of foreign subsidiaries have been translated into its immediate parent
companies currency and the same has been on the following basis:
All income and expenses items are converted at the average rate of exchange applicable for the year. All assets and liabilities are
translated at the closing rate as on the balance sheet date. The resulting exchange diferences on account of translation at the
year end are transferred to translation reserve. As a result, Translation Reserve Account as on March 31, 2009 stood at Rs. (35.24)
crore. As on March 31, 2010, the balance in this account stood at Rs. (43.88) crore.
| 41 | 41
Loans
Secured Loans
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Cash Credit Account From banks 24.78 26.09
Foreign Currency Loan From Banks - 41.74
Vehicle Loan 0.40 0.76
Total 25.18 68.59

Secured Loans at the end of fscal 2010 were Rs. 25.18 crore (Rs. 68.59 crore as on March 31, 2009). Cash credit facility from
banks is secured by hypothecation of books debts/accounts receivables and movable fxed assets (excluding certain vehicles).
Vehicle loans are secured by hypothecation of vehicles fnanced. During the year, the Company has repaid secured PCFC foreign
currency loan of Rs. 41.74 crore taken from a bank.
Unsecured Loans
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Foreign Currency Loan From Banks 273.17 260.96
Total 273.17 260.96
Unsecured Loans at the end of fscal 2010 were Rs. 273.17 crore, against Rs. 260.96 crore at the end of the fscal 2009. During
the year, Tata Technologies Inc (subsidiary company) has taken a loan amounting to USD 50mn from ANZ Singapore and
ING Singapore. Loans taken from ANZ Singapore and ING Singapore were used to repay the USD 50mn loan taken from SBI
Singapore. The Company has provided corporate guarantee towards the loans taken from ANZ Singapore and ING Singapore.
The Company also has taken PCFC loan (foreign currency loan) amounting to USD 9 mn during the fscal 2010. Increase in
loan amount (net) represents translation impact and new loans taken during fscal 2010. The dollar rate has come down from
Rs. 52.17 as at March 31, 2009 to 45.03 as at March 31, 2010.
Deferred Tax Liability (Net)
The Company has deferred tax liability (net) of Rs. 1.64 crore (Rs. 1.04 crore as on March 31, 2009). Deferred tax liability represents
timing diferences in the fnancial and tax books arising from depreciation on assets.
Fixed Assets
Addition to the Gross Block excluding capital work-in progress and exchange fuctuations in fscal 2010 amounted to Rs. 30.32
crore (Rs. 14.71 crore in fscal 2009). The signifcant items of additions in fscal 2010 were:
(a) Buildings Rs. 0.10 crore (Rs. 0.48 crore in fscal 2009), (b) Plant and machinery Rs. 3.27 crore (Rs. 7.60 crore in fscal 2009) (c)
Furniture and fxtures Rs. 1.17 crore (Rs. 2.18 crore in fscal 2009), (d) Vehicles Rs. 0.68 crore (Rs. 0.44 crore in fscal 2009) and (e)
Software licenses Rs. 25.10 crore (Rs. 4.01 crore in fscal 2009). The amount in capital work-in-progress was Rs. 0.62 crore as on
March 31, 2010 (Rs. 0.88 crore as on March 31, 2009). The Company has a capital commitment of Rs. 3.78 crore as at March 31,
2010 as compared to Rs. 2.69 crore as at March 31, 2009.
Goodwill on Consolidation
Goodwill on consolidation as at March 31, 2010 was Rs. 328.88 crore (As at March 31, 2009 was Rs. 363.03 crore). This amount
is appearing in the books of Tata Technologies Pte Ltd on account of INCAT acquisition. For the purpose of consolidation, the
said amount has been translated. Consequently, due to the translation impact there is a movement in this account in fscal
2010 as compared fscal 2009. Details of the movement have been provided in the notes to accounts of consolidated fnancial
statements.
Investments
The Company has invested in various mutual funds. These are typically investments in short-term funds to gainfully use the
investible cash balance with the Company. Investments in mutual funds aggregated Rs. 44.10 crore as on March 31, 2010
(Rs. 27.00 crore as at March 31, 2009).
Deferred Tax Asset (Net)
The Company has deferred tax asset (net) of Rs. 8.91 crore (Rs. 9.06 crore as at March 31, 2009). The primary reasons for increase
in deferred tax asset is attributable to the diference in provision for depreciation and provision for expenses under Section 43B
of the Income Tax Act and other timing diferences between book proft and tax proft.
Inventories
The Company had inventories of Rs. 5.34 crore as at March 31, 2010 (Rs. 1.87 crore as at March 31, 2009). The inventory constitutes
hardware and software products.
Current Assets, Loans and Advances Unbilled Revenues
Unbilled revenues stood at Rs. 10.02 crore as at March 31, 2010 (Rs. 16.93 crore as at March 31, 2009) representing 0.91% of the
annual income for fscal 2010 (1.36% as at March 31, 2009).
Sundry Debtors
Sundry Debtors as at March 31, 2010 aggregated Rs. 223.04 crore (net of provision for doubtful debts) (Rs. 282.99 crore as
at March 31, 2009). As a percentage of total income, sundry debtors were at 20.34% as at March 31, 2010 as compared to
22.80% as at March 31, 2009. During the year, the Company has revised its policy of providing for doubtful debts from a specifc
identifcation method. Currently, provision for doubtful debts is created as a percentage of the outstanding debts based on
ageing. The impact of this change was an additional provision of Rs. 18.16 crore, which in accordance with the approval of the
High Court has been debited to the Securities Premium Account. The cumulative provision towards bad and doubtful debts as
on March 31, 2010 stood at Rs. 20.87 crore (Rs. 4.44 crore as at March 31, 2009).
Cash and Bank Balances
The Company had Cash & Bank balance of Rs. 93.97 crore as at March 31, 2010 (Rs. 54.02 crore as at March 31, 2009). Of this
balance Rs. 38.63 crore was held in non-scheduled banks located outside India as at March 31, 2010 (Rs. 28.81 crore as at March
31, 2009).
Loans and Advances
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Loans & Advances to Employees 7.10 8.89
Less : Provision for Doubtful Loans & Advances to Employee (0.04) (0.04)
Bills of Exchange - 4.53
Advances to Suppliers, Contractors & Others 15.92 9.54
ICD with Tata Motors Ltd (Holding Company) 55.00 42.00
Deposits With Government, Public Bodies & Others 2.00 2.02
Prepaid Expenses 17.12 14.69
Advance Payments against Taxes (net) 32.61 28.22
Total 129.71 109.85
| 43 | 43
Loans and Advances as on March 31, 2010 were Rs. 129.71 crore (Rs. 109.85 crore as at March 31, 2009). Signifcant items of
loans and advances were advances to suppliers, contractors and others Rs. 15.92 crore (Rs. 9.54 crore as at March 31, 2009), Inter
corporate deposits with TML Rs. 55 crore (Rs.42 crore as at March 31, 2009), Prepaid expenses Rs. 17.12 crore and (Rs. 14.69 crore
as at March 31, 2009) and advance tax Rs. 32.61 crore (net of provision for taxes) (Rs. 28.22 crore as at March 31, 2009). Advance
tax includes Tax Deducted at Source (TDS) by the customers in respect of services rendered by TTL (particularly in India).
Current Liabilities
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Sundry Creditors 168.40 148.18
Unpaid Dividend 0.25 1.32
Unearned Income 30.57 38.28
Other Liabilities 9.93 15.16
Total 220.91 216.35
Current liabilities went up to Rs. 220.91 crore as at March 31, 2010 as compared to Rs. 216.35 crore as at March 31, 2009. This increase is
primarily due to increase in sundry creditors from Rs. 148.18 crore as at March 31, 2009 to Rs. 168.40 crore as at March 31, 2010.
Provisions
Amount in Rs. crore
Particulars As at
March 31, 2010
As at
March 31, 2009
Provision for Taxation (net) 2.79 1.65
Proposed Dividends 26.03 7.43
Provision for Tax on Dividend 4.32 1.26
Provision for Staf Welfare Schemes 7.40 9.00
Provision for Warranty - 0.04
Total 40.54 19.38
The increase in provisions is mainly attributable to proposed dividend of Rs. 26.03 crore as at 31st March 2010 (Rs. 7.43 crore as
at March 31, 2009) and provision for tax on proposed dividend Rs. 4.32 crore as at 31st March 2010 (Rs.1.26 crore as at March 31,
2009). Proposed divided represents the fnal dividend recommended to the shareholders. Upon approval of the shareholders in
the Annual General Meeting, the same will be paid to the shareholders.
CASH FLOW - TTL (CONSOLIDATED)
Cash Flow from Operations (Consolidated)
Amount in Rs. crore
(Decrease)
Net Proft after Taxation and Extraordinary Items 91.00 65.87 25.13
Depreciation 14.68 14.79 (0.11)
Provision for Income Tax 35.48 29.37 6.11
Provision for Deferred Tax (0.51) (3.40) 2.89
Provision for Fringe Beneft Tax - 1.05 (1.05)
Interest Paid 12.06 12.21 (0.15)
Others (12.89) (2.44) (10.45)
Operating Proft Before Working Capital Changes 139.82 117.45 22.37
Efect of Working Capital Changes 13.95 (21.16) 35.11
Advance Tax/Tax Deducted at Source (38.54) (41.16) 2.62
Net Cash Generated From Operating Activities 115.23 55.13 60.10

As can be seen from the above table, in fscal 2010, the Company generated net cash of Rs. 115.23 crore (Rs. 55.13 crore in fscal
2009) from operating activities.
Cash Flow from Investing Activities (Consolidated)
Amount in Rs. crore
(Decrease)
Proceeds from Sale of Fixed Assets 0.20 0.27 (0.07)
Payment for Purchase of Fixed Assets (29.69) (15.37) (14.32)
Investment in Mutual Fund (made)/sold (net) (17.09) (27.00) 9.91
Net Cash Used for Investing Activities (46.58) (42.10) (4.48)
In fscal 2010 the Company used Rs. 46.58 crore on investment activities (Rs. 42.10 crore in fscal 2009). The signifcant items of
cash used in investment activities in fscal 2010 were (a) purchase of fxed assets Rs. 29.69 crore (Rs. 15.37crore in fscal 2009) and
(b) investment in units of mutual funds Rs.17.09 crore (Rs. 27 crore in fscal 2009).
| 45 | 45
Cash Flow from fnancing activities (Consolidated)
Amount in Rs. crore
(Decrease)
Proceeds From Issue of Shares Including Premium 0.31 0.35 (0.04)
Interest Paid (12.05) (12.21) 0.16
Dividends Paid (including Dividend Tax) (9.76) 28.64 18.88
Inter Corporate Deposits (Net) (13.00) (3.95) (9.05)
Proceeds from Short Term borrowings (262.17 ) - (262.17)
Proceeds from Cash Credit arrangement 2.25 8.91 (6.66)
Proceeds from Long Term borrowing 248.98 42.00 206.98
Repayment of Long Term borrowings (0.56) (1.57) 1.01
Net Cash Generated/)(used) from Financing Activities (46.00) 4.89 (50.89)
In fscal 2010, the signifcant items of cash used in fnancing activities were placement of inter-corporate deposits amounting
to Rs. 13 crore (Rs. 3.95 crore in fscal 2009) and repayment of short borrowing Rs. 262.17 crore (Rs. Nil in fscal 2009). In fscal
2010, the signifcant item of cash generated from fnancing activities was long term borrowing of Rs. 248.98 (Rs. 42 crore in fscal
2009).
Cash Position
Cash and cash equivalents as on March 31, 2010 amounted to Rs. 193.06 crore (Rs. 123.02 crore as at March 31, 2009). Cash and
cash equivalents includes investments in mutual funds and inter corporate deposits.
46
1. PHILOSOPHY
Being a Tata Company, Tata Technologies philosophy of Corporate Governance is founded upon a rich
legacy of fair, ethical and transparent Governance practices. The Corporate Governance philosophy has
been further strengthened by the implementation of the Tata Business Excellence Model and a proper
structure for management of business ethics.
Corporate Governance is a set of principles, policies, processes and practices affecting the way a corporation
is run and which help it fulfill responsibilities to all its stakeholders shareholders, employees, customers,
suppliers, government and society at large. It is about how an organization is managed. The Leadership of
Tata Technologies continuously aims for Change for the Better with strong emphasis on customer
satisfaction, sustainable growth and increase in the stakeholder value. This orientation towards fair and
ethical governance stems from the culture and mindset imbibed in it as part of the Tatas and upheld
through a passion for excellence championed by senior leaders. Tata Technologies is committed to adding
value and achieving continual improvements through leadership by example.
For Tata Technologies, Corporate Governance implies observance of certain basic principles of ethical
growth and is more than mere compliance with global standards of governance and disclosure. Tata
Technologies leadership team is committed to managing the Company in accordance with the
organizations Vision, Mission and Values Statement and Quality Policy.
Vision: We are determined to be the worlds number one partner to the manufacturing industry.
Mission: Better products benefit people that is our business.
Purpose: We help ambitious manufacturers create better products.
Composition Statement: Our engineering and technology professionals operate where our customers
need us to be, leveraging our global resources to maximize product value.
Culture Statement: We are honest and straight forward.
Personality statement: We are highly focused, hard working and innovative professionals.
Though the Company is not listed and the statutory guidelines on Corporate Governance are not applicable,
Company has voluntarily opted for adoption of various Corporate Governance measures. There have
been continuous efforts made to improve and increase the Corporate Governance measures in the recent
years, viz., improved Board reporting, building a strong Management of Business Ethics structure with
increased focus on implementation of the Tata Code of Conduct, Commitment to the Tata Excellency
Business Model, better alignment between the leadership team, legal compliances systems, integration of
various activities across different territories, more focused internal audit, etc.
2. THE BOARD OF DIRECTORS
At the heart of the Companys Corporate Governance practices, is the Board of Directors of the Company,
which oversees how the management serves and protects the long term interest of stakeholders of the
Company. The Board is the ultimate decision making body of the Company, except for the matters reserved
for the shareholders.
The Board oversees that the Company's business is conducted wisely and in compliance with applicable
laws and regulations and proper governance. The Board along with its Committees viz. Audit Committee,
Committee of Directors and Compensation and Remuneration Committee lays down strategic paths,
develops systems, processes and review mechanisms to steer the Company on the right track of growth
and mitigate risks. Among other things, key matters like periodic financial results, acquisitions, joint ventures,
capital/operating budgets, findings/comments of statutory and other auditors, internal controls, issue of
capital and other resource mobilization efforts are brought to the Board. Broadly, all items pertinent to the
oversight and monitoring function of the Board will be brought to the Board regularly. The Board also
deliberates on the Companys positioning in the domestic and global markets and adopts and approves
the strategy for medium and long term growth.
At present the Board consists of five Directors. The Company has an optimum mix of Executive and Non-
Executive Directors with eighty percent of the directors being Non-Executive. The Non-Executive Directors
Corporate Governance Report
47
represent various fields with expertise in their respective areas and their positive contribution helps
Company to define effective strategies for future growth. The Managing Director along with Executive
Management Team in turn implements and monitors the operational strategies, plans, systems and processes
to enable the Company to achieve the goals set by the Board.
The calendar of the Board Meetings for the whole year is finalized in advance at the start of the year in
consultation with all the Board members. The relevant background materials and information on the
agenda items are distributed to the Board members in advance of meetings. All the Committees of the
Board report to the Board. The minutes of their meetings are placed before the Board regularly. The
Committees also bring to the Board all those matters considered by them to be of special significance. The
Board meets the members of the senior management of the Company from time to time. A summary of the
Board Decisions made in the last two years is being placed before every quarterly Board Meeting as a
good governance practice.
The Board met seven times during the financial year 2009-10, on May 12, 2009, July 20, 2009, November 11,
2009, November 24, 2009, December 18, 2009, January 25, 2010 and March 17, 2010. The time gap between
any two meetings was less than four months. The quorum of the meetings is either two members or one
third of the members of the Board, whichever is higher. The attendance of the Directors at the Board
Meetings held during the year is as follows:
Name Designation No of Board Meetings
Held Attended
S Ramadorai Non-Executive Chairman 7 7
R Gopalakrishnan Non-Executive Director 7 7
P P Kadle Non-Executive Director 7 7
C Ramakrishnan Non-Executive Director 7 4
P R McGoldrick Managing Director 7 7
*
* Mr McGoldrick participated in one meeting via video conference in which as per the laws of India, he was not entitled
to vote.
Mr R Gopalakrishnan is liable to retire at the ensuing Annual General Meeting and offers himself for
reappointment. Attention of the Members is invited to the relevant item in the Notice of the Annual
General Meeting seeking their approval on his reappointment.
None of the Non-Executive Directors have any material pecuniary relationship or transactions with the
Company.
None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than
5 Committees across all companies in which one is a Director. Chairmanship/Membership of Board
Committees for this includes only Audit and Shareholders Grievance Committees. Necessary disclosures
regarding Committee positions in other public companies as at March 31, 2010 have been made by the
Directors.
No sitting fees were paid to the Directors for attending the Board Meetings.
INFORMATION REGARDING DIRECTORS:
Mr S Ramadorai, 65, has served as Chairman of the Company since 2001. He is currently serving as the Vice
Chairman-Non Executive of Tata Consultancy Services Ltd (TCS). He had joined TCS as a trainee engineer
and went on to become CEO in 1996. In October 2009, he stepped down as CEO, leaving a $ 6 billion global
IT services company to his successor and was made the Vice Chairman of the Company.
Mr Ramadorai is on the Boards of a number of companies and educational institutions - Tata Industries
Ltd, Hindustan Unilever Ltd, Bombay Stock Exchange, MIT Sloan School of Management (EMSAB), etc.
Mr Ramadorai was awarded the Padma Bhushan in January 2006 in recognition of his commitment and
dedication to the IT industry. In April 2009, he was awarded the CBE (Commander of the Order of the British
Empire) by Her Majesty Queen Elizabeth II for his contribution to the Indo-British economic relations.
His academic credentials include a Bachelors degree in Physics from Delhi University (India), a Bachelor of
48
Engineering degree in Electronics and Telecommunications from the Indian Institute of Science, Bangalore
(India) and a Masters degree in Computer Science from the University of CaliforniaUCLA (USA). In 1993,
Ramadorai attended the Sloan School of Managements highly acclaimed Senior Executive Development
Program.
Other Directorships:
Public Companies: Tata Industries Ltd, Tata Consultancy Services Ltd, Tata Elxsi Ltd, CMC Ltd, Hindustan
Unilever Ltd, Piramal Healthcare Ltd, Tata Teleservices (Maharashtra) Ltd, Tata Communications Ltd,
Computational Research Laboratories Ltd, Tata Advanced Systems Ltd, Asian Paints Ltd and Bombay Stock
Exchange Ltd.
Private Companies: IKP Investment Management Company Pvt Ltd.
Foreign Companies: Tata Communications International Pte Ltd, Singapore, Tata America International
Corporation, US.
Other Bodies Corporate: Member of the Research, Innovation and Enterprise Council, Singapore and
ACCION Technical Advisors- India.
Mr Ramadorai held 1,12,000 equity shares of the Company as on March 31, 2010, constituting 0.30% of the
paid-up capital of the Company. No stock options were granted to him during the year. 59,000 options
were exercised by him during the year ended March 31, 2010. Of the 1,00,000 stock options granted to him
in 2001 under the Employee Stock Option Scheme2001, all the options have been exercised by him till
March 31, 2010.
Mr P R McGoldrick, 60, has over 40 years of experience in information technology and is responsible for
Tata Technologies as its Managing Director. He holds a Masters degree in Computer Science from Stanford
University, USA and completed the Harvard Business School Advanced Management Program (AMP 109).
Before joining the Tata Group in 1981, he had spent 11 years at Lawrence Livermore National Laboratory
in the United States where he had technical responsibility for several complex information systems
projects. He also provided consulting to computer companies throughout the United States on project
management, advanced products, multiprocessor computer systems, man-machine interfaces and improved
software productivity.
Public Companies: Tata Elxsi Ltd.
Foreign Companies: Tata Technologies Pte Ltd, Singapore, Tata Technologies Inc, US, Tata Technologies
Europe Ltd, UK, Tata Technologies ( Thailand) Ltd, Thailand, INCAT International Plc, UK, Titan Watches &
Jewellery International (Asia Pacific) Pte Ltd, Singapore and RNT Associates International Pte Ltd, Singapore.
Mr McGoldrick held 5,60,000 equity shares of the Company as on March 31, 2010, constituting 1.50% of the
paid-up capital of the Company. No new stock options were granted to him and no stock options were
exercised by him during the year ended March 31, 2010. Of the 1,00,000 stock options offered to him in 2001
under the Employee Stock Option Scheme2001, all the options have been exercised by him till March 31,
2010.
Mr R Gopalakrishnan, 64, is an Executive Director of Tata Sons Ltd. He is a member of the Group Corporate
Centre of Tata Group, besides being on the Boards of various Tata companies. Prior to joining the Tata
Group in August 1998, he was the Vice-Chairman of Hindustan Unilever Ltd. He is a past president of the
All India Management Association.
Mr Gopalakrishnan holds a Bachelors degree in Science and a B.Tech (Electronics) degree from the Indian
Institute of Technology (IIT), Kharagpur.
Public Companies: Tata Sons Ltd, Tata Motors Ltd, Tata Chemicals Ltd, Tata Power Company Ltd, Rallis India
Ltd, Tata Autocomp Systems Ltd, ICI India Ltd and Castrol India Ltd.
Private Companies: ABP Pvt Ltd and Advinus Therapeutics Pvt Ltd.
Foreign Companies: IMACID S.A.
Mr Gopalakrishnan held 55,000 equity shares of the Company as on March 31, 2010, constituting 0.15% of
49
the paid-up capital of the Company. No stock options were exercised by him and no new stock options
were granted to him during the year ended March 31, 2010. Of the 25,000 stock options offered to him in
2001 under the Employee Stock Option Scheme2001, all the options were exercised by him till March 31,
2010.
Mr P P Kadle, 53, is the Managing Director & CEO of Tata Capital Ltd, a subsidiary of Tata Sons Ltd. Tata
Capital is the Tata Groups foray into the financial services space covering products and services ranging
from Retail and Commercial lending, Distribution and Broking, Wealth Management, Investment Banking
and Private Equity.
Mr Kadle is an honors graduate in commerce & accountancy from the Bombay University and has
qualified as a Chartered Accountant, Cost & Works Accountant and Company Secretary.
Mr Kadle is a Board member on various Tata and non-Tata companies and is also on the Advisory Board of
Japans Institute for Indian Economic Studies (IIES) at Waseda University for furthering the Indo-Japanese
business relations. Additionally, he is also actively involved with various public charitable institutions
notably as the Board Member and Honorary Treasurer of Child Rights and You (CRY).
Mr Kadle has received a number of awards in recognition of his outstanding contribution to Tata Motors
Ltd which are: CNBC-TV18, the countrys best performing CFO in the auto & auto ancillaries sector for 2006;
the best CFO of the year 2005 in India by business today; the CFO of the year 2004 by IMA (formerly known
as economist intelligence unit).
Public Companies: Tata Capital Ltd, Tata Motors Insurance Broking and Advisory Services Ltd, Tata Securities
Ltd, Tata Motors Finance Ltd, Tata Capital Markets Ltd, e-Nxt Financials Ltd, TC Travel & Services Ltd, T Sec
Commodities Broking Ltd, Tata Autocomp Systems Ltd, Tata Capital Housing Finance Ltd and Tata Toyo
Radiators Ltd.
Private Companies: International Asset Reconstruction Company Pvt Ltd.
Foreign Companies: INCAT International Plc, UK, Tata Technologies Inc, USA, Tata Technologies Pte Ltd,
Singapore, Tata Capital Pte Ltd, Singapore, Tata Capital Markets Pte Ltd, Singapore, Tata Capital Advisors Pte
Ltd, Singapore, Tata Technologies Europe Ltd, UK and Tata Capital Plc, UK.
Mr Kadle held 1,30,000 equity shares of the Company as on March 31, 2010, constituting 0.35% of the
paid-up capital of the Company. No stock options were exercised by him and no new stock options were
granted to him during the year ended March 31, 2010. Of the 25,000 stock options offered to him in
2001 under the Employee Stock Option Scheme2001, all the options have been exercised by him till
March 31, 2010.
Mr C Ramakrishnan, 54, was appointed as the Chief Financial Officer of Tata Motors Ltd in September 2007,
having joined the company in 1980 as the Junior Accounts Officer. He handled corporate treasury and
accounting functions with management accounting/MIS. Following a two-year company-wide IT project
responsibility covering R&D, Manufacturing, Sourcing and Sales and Services, he had worked in the Tata
Group Chairmans Office for more than 7 years before being appointed as the Chief Financial Officer of
Tata Motors Ltd. As the Chief Financial Officer of Tata Motors Ltd, he is responsible for Finance, Accounts,
Taxation, Business Planning, Investor Relations, Treasury, CRM & DMS and IT. Mr Ramakrishnan holds a
Bachelors degree in Commerce and is a Chartered Accountant and a Cost Accountant.
Public Companies: HV Transmissions Ltd, Tata Cummins Ltd, Sheba Properties Ltd, Tata Services Ltd, Tata
Motors Finance Ltd, Tata Precision Industries (India) Ltd, TML Distribution Company Ltd and Fiat India
Automobiles Ltd.
Foreign Companies: Tata Hispano Motors Carrocera S.A., Spain, Nita Company Ltd, Bangladesh, TML Holdings
Pte Ltd, Singapore, Tata Motors (Thailand) Ltd, Thailand, Tata Daewoo Commercial Vehicle Company Ltd,
South Korea and Tata Motors (SA) (Proprietary) Ltd, South Africa and Carrosserries Hispano Maghreb S.A.,
Morocco.
50
Mr Ramakrishnan held 35,000 equity shares of the Company as on March 31, 2010, constituting 0.09% of
the paid-up capital of the Company. No stock options were exercised by him and no new stock options
were granted to him during the year ended March 31, 2010. Of the 25,000 stock options offered to him in
2001 under the Employee Stock Option Scheme2001, all the options have been exercised by him till
March 31, 2010.
3. AUDIT COMMITTEE
The Audit Committee comprises three Non-Executive Directors, all of whom are financially literate. The
Audit Committee met seven times during the year 2009-10, on April 21, 2009, May 12, 2009, July 20, 2009,
August 12, 2009, November 11, 2009, January 25, 2010 and February 10, 2010. Members of the Audit Committee
and the number of meetings attended by each director for the financial year 2009-10 are as follows:
Held Attended
The Chief Internal Auditor attended six meetings, the representatives of the statutory auditors of the
Company, M/s Deloitte Haskins & Sells, Chartered Accountants, attended four meetings and the Chief
Financial Officer attended all the meetings. The Company Secretary acts as the Secretary to the Committee
Meetings. The quorum of the meetings is either two members or one third of the members of the
Committee, whichever is higher.
An Audit Committee Charter has formally been adopted for the Audit Committee outlining its responsibilities
in detail. The role of the Audit Committee includes in brief the following:
To review reports of the internal auditor and recommend to the Board.
To decide on the scope of the internal auditors work including the examination of major items of
expenditure.
To meet statutory and internal auditors periodically and discuss their findings, suggestions and other
related matters.
To review the weaknesses in internal controls, if any, reported by the internal and statutory auditors
and report to the Board the recommendations relating thereto.
To act as a link between the statutory and internal auditors and the Board of Directors.
To recommend a change in the auditors if in the opinion of the committee the auditors have failed to
discharge their duties adequately.
To establish and review accounting policies.
To ensure resources are conserved and tendencies for extravagance are avoided.
To review financial statements before submission to the Board.
No sitting fees were paid to the members for attending the Audit Committee meetings.
4. COMPENSATION AND REMUNERATION COMMITTEE
The Compensation and Remuneration Committee met four times during the year 2009-2010, on May 12,
2009, July 20, 2009, November 11, 2009, and January 25, 2010.
Members of the Compensation Committee and number of meetings attended by each director for the
financial year 2009-10 are as follows:
51
Held Attended
Powers of the Compensation and Remuneration Committee:
(i) Deciding upon the remuneration of the Managing Director of the Company;
(ii) Supervising and administrating the Employee Stock Option Plan and ensuring that suitable policies
and systems are in place to comply with the guidelines issued by the Securities and Exchange Board
of India or any other appropriate authority in connection with the said Scheme.
No sitting fees were paid to the members for attending the Compensation Committee meetings. The
quorum of the meetings is either two members or one third of the members of the Committee, whichever
is higher.
Terms of appointment and payment of remuneration to the Managing Director, Mr Patrick McGoldrick
Period of Appointment Five years commencing from September 1, 2005 till August 31, 2010.
Salary Up to a maximum of Rs 4,00,000/- per month.
Incentive Remuneration Up to 200% of salary, to be paid at the discretion of the Board.
Perquisites and Allowances Provision of hotel accommodation and chauffeur driven car during
his stay in India. All expenses in connection with the Companys official
business are paid by the Company.
Minimum Remuneration Salary, incentive remuneration as specified above.
Notice period on either side Agreement can be terminated by either party by giving three months
notice or the Company paying three months salary in lieu of notice.
Employee stock option granted to employees during the year and the remuneration paid to the Managing
Director are contained in separate sections of the Annual Report. Readers are advised to refer to the same.
Re-appointment of Managing Director:
The present term of appointment of Mr P R McGoldrick expires on August 31, 2010. The Board in its meeting
held on May 12, 2010, on recommendation of the Compensation Committee and subject to the consent of
shareholders and Central Government, has approved the re-appointment of Mr McGoldrick as a Managing
Director for the period from September 01, 2010 to September 08, 2014 (Mr McGoldrick turns 65 on this
date) on the same terms and conditions.
5. OTHER KEY BOARD AND MANAGEMENT COMMITTEES
Apart from the Audit Committee and the Compensation and Remuneration Committee, the Company has
the following committees of the Board:
a. Committee of Directors: Mr P P Kadle, Mr C Ramakrishnan and Mr P R McGoldrick, Directors are the
members of the Committee. The Committee was constituted by the Board in its meeting on
March 09, 2001 for carrying out certain functions pertaining to the day-to-day operations of the
Company. The powers of the Committee broadly include, evaluation and negotiation of facility
agreements for availing working capital facilities within the specified limits and providing necessary
authorizations for the same, authorization for signing and executing relevant documents for availing
the facility, opening and closing of bank accounts, authorization for creating charges on the current
assets of the Company, authorization for providing comfort letters or corporate guarantees to
banks or financial institutions for funding of Companys subsidiaries, transfer of amounts to and
from the Companys Provident Fund, appointment of additional/substitute attorneys, entering into
agreement(s) with business partner(s), etc.
b. Stock Allotment Committee: The Board had constituted the Stock Allotment Committee to carry out
certain functions in connection with the offer of Companys shares to employees of Companys
subsidiaries on private placement basis. Mr Praveen Kadle, Director, Mr Patrick McGoldrick, Managing
52
Director and Mr Warren Harris, President and COO, are the three members of the Committee. The role
of the Committee primarily is to finalize/approve letter of offer for private placement of shares to
employees of Companys subsidiaries, to determine the employees who will be eligible to participate,
allotment of shares, to obtain annual valuation of shares, etc. The Committee is also responsible to
provide supervision, approval, direction, recommendation with respect to the Employee Stock
Purchase Programme (ESPP) as implemented by the Tata Technologies Limited Employees Stock
Option Trust and to approve the implementation/transaction documents related to the ESPP and
also to remove any difficulty or question that may arise in the implementation of the ESPP scheme.
c. Executive Committee: To provide more effective decision making, the Boards of Tata Technologies
Ltd and Tata Technologies Pte Ltd have formed a management committee consisting of Mr Praveen
Kadle, Director, Mr Patrick McGoldrick, Managing Director and Mr Warren Harris, President and COO.
6. MANAGEMENT OF BUSINESS ETHICS
Tata Technologies has adopted the Tata Code of Conduct ( TCOC). The Code of Conduct upholds the
highest standards of corporate and personal conduct and is the guiding force on the ethical conduct
behind every Tata Company, no matter what business they are in. It establishes the code of ethics that
governs all Tata ventures, new and old. The Code of Conduct is communicated to the organizations
partners/suppliers through interaction with them. Company established procedures to deploy TCoC across
the organization which promotes and ensures ethical behavior in all stakeholder interactions. The TCoC is
disseminated through presentations, circulation of Code through various processes such as at the time
of employee induction (joining), highlighting the same in posters at strategic locations Employee
Handbook and a dedicated section as Management of Business Ethics on the intranet portal of the
Company. To obtain a uniform measurable deployment of the TCOC across all employees and contractors
of Tata Technologies, where ever they might exist globally, the Company created a specifically tailored
training program on TCOC using iGETIT
. This training program had been added to each employees

Learning Path. The tool not only effectively tracks the number of employees who had undergone the
training program but also monitors time taken on the program and each individuals score.
The Company has a committee on Prevention of Sexual Harassment (POSH) and a Whistle Blower policy in
place. The Whistle Blower Policy was adopted in February 2007 in extension of the Tata Code of Conduct
(TCOC). Any actual or potential violation of the Code of Conduct, howsoever insignificant or as such, would
be a matter of serious concern for the Company. Whistle Blower policy has been established to provide a
mechanism for employees of the Company to approach the Ethics Counselor/Chairman of the Audit
Committee of the Company to report any concerns. The Policy has been communicated to all the employees
of the Company.
Possibility of breach of ethical behavior can be reported by various means to the Ethics Counsel such as
by post, mail or phone calls. A dedicated email account ethics@tatatechnologies.com is available both at
the intranet and internet sites for the stakeholders to report any ethical breach. These are then managed
by a well laid process. The required actions are implemented through the support functions such as HR,
Finance and Legal. Results are reported to Chief Ethics Counselor on a quarterly basis and are reviewed by
the Audit Committee. Apart from encouraging people to report ethical violations, Company is also trying
to establish a culture to report examples of good ethical behavior of employees to bring in ethical
positivity at the work place.
The organization structure for the Management of Business Ethics (MBE) in the Company comprise:
a. Ethics Committee
b. Chief Ethics Counselor
c. Ethics Counselor and
d. ChairpersonPrevention of Sexual Harassment (POSH)
The Company conducted the MBE Assurance survey in 2009 where close to 1300 employees had participated.
7. RISK MANAGEMENT
The Company is committed to having a reliable risk management system. The Management is accountable
for integration of the risk management practices into day to day activities of Company. Different types of
business risks are identified by the top management team and along with risk scores and mitigation
measures are reported to the Audit Committee. The Audit Committee periodically reviews the policies on
risk assessment and risk management, guidelines to govern the process and the major financial risk
exposures and the steps undertaken to control them. Readers are requested to refer the Management
Discussion and Analysis Report for more details.
53
8. SUBSIDIARY COMPANIES
The Company as on March 31, 2010 had 9 subsidiaries. The details are mentioned elsewhere in the Annual
Report. The minutes of all the subsidiaries are periodically placed before the Board of Directors of the
Company. The attention of the Board is drawn to all significant transactions and arrangements entered
into by the subsidiary companies. During the year, all the operating subsidiaries adopted the Tata Code of
Conduct under Tata Brand Equity and Business Promotion Program of Tata Sons Ltd.
9. GENERAL BODY MEETINGS
The details of the General Meetings held in the last three years are as follows:
Financial year AGM/EGM Venue Time Date
2009-10 EGM Board Room, 1
st
Floor, 4 p.m. March 05, 2010
Tata Capital Ltd,
One Forbes, Dr V B Gandhi Marg,
Mumbai- 400 023
2008-09 15
th
AGM 25, Rajiv Gandhi Infotech Park, 3:30 p.m. July 20, 2009
Hinjawadi, Pune -411057
2007-08 14
th
AGM 25, Rajiv Gandhi Infotech Park, 11 a.m. July 21, 2008
2007-08 EGM Bombay House Auditorium, 2 p.m. February 28, 2008
Bombay House, 24,
Homi Mody Street,
Mumbai 400001
2006-07 13
th
AGM 25, Rajiv Gandhi Infotech Park, 11 a.m. June 27, 2007
The details of Special Resolutions passed in the General Meetings in the last three years are as follows:
AGM/EGM Date Special Resolutions
EGM Mar 05, 2010 i. Reduction of Securities Premium Account
ii. Private placement of shares
EGM Feb 28, 2008 i. Issue of equity shares on preferential allotment/private
placement and
ii. Employee Stock Purchase Scheme
13th AGM Jun 27, 2007 i. Approval for the issue of equity shares on preferential
allotment/private placement
No Special resolutions were passed in the 14
th
and the 15
th
Annual General Meetings of the Company.
The resolutions were passed by show of hands and none of the resolutions was passed by way of poll.
Attendance of the Directors at the last AGM held on July 20, 2009:
Name of the Director Attendance at the last AGM
S Ramadorai Yes
R Gopalakrishnan Yes
P P Kadle Yes
C Ramakrishnan No
P R McGoldrick Yes
54
10. DISCLOSURES
10.1 Disclosures on materially significant related party transactions i.e. transactions of the Company of
material nature, with its promoters, the Directors or Management or their relatives, etc. that may have
potential conflict with the interests of the Company at large:
The particulars of transactions between the Company and the Related Parties are mentioned at
point no. 13(3)(t)(b) of Notes to Accounts of the Annual Report. None of these transactions are likely
to have any conflict with the Companys interest.
10.2 Details of the non-compliance by the Company, penalties or strictures imposed on the Company by
any statutory authority on any matter related to the capital markets during the past three years
NIL.
10.3 The Certification by the Managing Director (CEO) and Chief Financial Officer (CFO), to the Board, on
the true and fair view of the Financial Statements for the year ended March 31, 2010 is annexed
hereto.
11. GENERAL SHAREHOLDER INFORMATION
11.1 Registrar and Share Transfer Agents: Investors are requested to take note of the contact details of
the Registrars and Share Transfer Agents of the Company, M/s TSR Darashaw Ltd:
TSR Darashaw Ltd
6-10 Haji Moosa Patrawala Industrial Estate,
Mahalaxmi, Mumbai- 400011
Tel: +91 22 66568484
Fax: +91 22 66568494
Email: csg-unit@tsrdarashaw.com
11.2 Share Transfer System: The share transfers received are processed by the Registrar and Transfer
Agents of the Company. The Board ratifies the transfers on a periodical basis.
11.3 Investor Complaints: A total of 394 investor complaints/queries were received during the year 2009-
10. One query which was received in the last week of March 2010 was pending as on March 31, 2010.
It was attended to on April 01, 2010 and closed.
11.4 Unclaimed and Unpaid Dividends: In case of non receipt/non encashment of the dividend payments,
members are requested to write to the Companys Registrars and Transfer Agents on plain paper.
As per the provisions of Section 205A read with Section 205C of the Companies Act, 1956, the
Company is required to transfer the unpaid and unclaimed dividends, matured deposits, redeemed
debentures and interest accrued thereon remaining unclaimed and unpaid for a period of 7 years
from the date they became due for payment, to the Investor Education and Protection Fund (IEPF)
set up by the Central Government. Hence, the Company needs to transfer the unpaid/unclaimed
dividends to the IEPF after the period of seven years, as per the provisions of the Act and the rules
made there under.
Given below are the indicative dates for transfer of unclaimed and unpaid dividends to IEPF by the
Company:
Financial Dividend Rate Dividend Payment Proposed Date of
Year Rs. % Date Transfer to IEPF
2002-03 3.00 30.00 11/07/2003 15/08/2010
2003-04 3.00 30.00 29/06/2004 04/08/2011
2004-05 3.00 30.00 27/06/2005 30/07/2012
2005-06 3.00 30.00 27/06/2006 31/07/2013
2006-07 2.00 20.00 28/06/2007 01/08/2014
2007-08 2.00 20.00 (Interim) 15/04/2008 20/05/2015
2007-08 2.00 20.00 (Final) 22/07/2008 03/09/2015
2008-09 3.00 30.00 (Interim) 30/03/2009 30/04/2016
2008-09 2.00 20.00 (Final) 21/07/2009 05/09/2016
*the indicative and the actual dates may vary.
55
The unclaimed dividend amounts for the financial years 2000-01 and 2001-02, have been transferred
to the Investor Education and Protection Fund as per the relevant provisions of the Law.
No claim of the shareholders shall lie against the Company or the IEPF in respect of the amounts
transferred to the IEPF. Investors of the Company who have not yet encashed their unclaimed/
unpaid amounts are requested to do so at the earliest.
11.5 Shareholding Pattern as on March 31, 2010
Category No of Shareholders No of Shares % of the Paid-up
Capital
Tata Motors Ltd 1 30300600 81.36
Other Tata Entities 3 1849990 4.97
Directors 5 892000 2.39
Employees/Associates/Others 1819 4202001 11.28
Total 1828 37244591 100
11.6 Distribution of Shareholding as on March 31, 2010
Range of Shares Shareholders Shares
Number % Number %
1 - 100 174 9.51 13699 0.04
101 - 500 757 41.41 209911 0.56
501 - 1000 516 28.23 391174 1.05
1001 - 5000 299 16.36 711096 1.91
5001 - 10000 38 2.08 250947 0.67
Above 10000 44 2.41 35667764 95.77
Total 1828 100.00 37244591 100.00
ADDRESS FOR CORRESPONDENCE:
The correspondence to be addressed to the Corporate Registered Office at:
Tata Technologies Ltd
Plot No 25, Rajiv Gandhi Infotech Park
Hinjawadi, Pune 411 057
India.
Tel: +91 20 6652 9090
Fax: + 91 20 6652 9035
Email: corporate@tatatechnologies.com
Website: www.tatatechnologies.com
COMPANY SECRETARY
Anubhav Kapoor
Tata Technologies Ltd.
Plot No 25, Rajiv Gandhi InfoTech Park
Hinjawadi, Pune - 411 057
India
Tel: + 91 20 6652 9090
Fax: + 91 20 6652 9035
Email: anubhav.kapoor@tatatechnologies.com
56
ANNUAL DECLARATION BY THE CEO ON ADHERENCE TO THE TATA CODE OF CONDUCT
I confirm that Tata Technologies Limited has adopted the Tata Code of Conduct and the same is available on the
Companys website www.tatatechnologies.com.
I also confirm that, all the Directors and the Senior Management Personnel of Tata Technologies Limited have
affirmed compliance to the Tata Code of Conduct, as applicable to them for the Financial Year ended March 31,
2010.
Sd/-
Patrick McGoldrick
Managing Director, Tata Technologies Limited
Date: May 11, 2010
Place: Mumbai
CEO AND CFO CERTIFICATE
We, Patrick McGoldrick, Chief Executive Officer (CEO) and Samrat Gupta, Chief Financial Officer (CFO) hereby
certify that the financial statements of the Company and its subsidiaries/Joint ventures for the year ended on
31st March, 2010 do not contain any false or misleading statement or figures and do not omit any material
fact which may make the statements or figures contained therein misleading to the best of our knowledge
and belief.
Sd/- Sd/-
Patrick McGoldrick Samrat Gupta
Managing Director, Tata Technologies Limited Chief Financial Officer
Date: May 12, 2010
Place: Mumbai
57
AUDITORS REPORT
TO THE MEMBERS OF
TATA TECHNOLOGIES LIMITED
1. We have audited the attached Balance Sheet of TATA TECHNOLOGIES LIMITED (the Company) as at 31st
March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended
on that date, both annexed thereto. These financial statements are the responsibility of the Companys
Management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and the disclosures in the financial statements. An audit also includes assessing
the accounting principles used and the significant estimates made by the Management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government in
terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:
(a) we have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit;
(b) in our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books;
(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report
are in agreement with the books of account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with
by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(e) in our opinion and to the best of our information and according to the explanations given to us, the
said accounts give the information required by the Companies Act, 1956 in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31
st
March, 2010;
(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that
date and
(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that
date.
5. On the basis of the written representations received from the Directors as on 31
st
March, 2010 taken on
record by the Board of Directors, none of the Directors is disqualified as on 31
st
March, 2010 from being
appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.
For DELOITTE HASKINS & SELLS
Chartered Accountants
Registration No.117366W
Hemant Joshi
Partner
Membership No. 38019
Place : Pune,
Date : 12
th
May 2010
Sixteenth annual report 2009-10
58
(i) Having regard to the nature of the Companys business/activities clauses (vi), (viii), (x), (xii), (xiii), (xiv), (xviii),
(xix), (xx) of CARO are not applicable.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details
and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a
regular programme of verification which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and explanation given to us, no
material discrepancies were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of
the fixed assets of the Company and such disposal has, in our opinion, not affected the going
concern status of the Company.
(iii) In respect of its inventory:
(a) As explained to us, the inventories were physically verified during the year by the Management at
reasonable intervals.
(b) In our opinion and according to the information and explanation given to us, the procedures of
physical verification of inventories followed by the Management were reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has
maintained proper records of its inventories and no material discrepancies were noticed on physical
verification.
(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or
other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.
(v) In our opinion and according to the information and explanations given to us, and having regard to the
explanations that some of the Companys transactions of purchase involve goods and services of a
specialized nature for which comparative prices are not available, there are adequate internal control
systems commensurate with the size of the Company and the nature of its business for the purchase of
inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not
observed any major weakness in such internal control systems.
(vi) To the best of our knowledge and belief and according to the information and explanations given to us
there are no contracts or arrangements with companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956.
(vii) In our opinion, the internal audit functions carried out during the year by the internal audit department
of the holding Company appointed by the management have been commensurate with the size of the
Company and the nature of its business.
(viii) According to the information and explanations given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund,
Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth
Tax, Service Tax, Custom Duty, Cess and other material statutory dues applicable to it with the
appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Cess
and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six
months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Cess which have
not been deposited as on 31
st
March, 2010 on account of disputes are given below:
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3. of our report of even date)
59
Statute Nature of Dues Forum where Period to which Amount involved
Dispute is the amount relates (Rs. in lakhs)
pending
The Income Tax Income Tax Commissioner 2003-04 47.17
Act, 1961 of Income Tax
(Appeals)
Income Tax Commissioner 2004-05 34.56
of Income Tax
(Appeals)
Income Tax Commissioner 2008-09 11.47
of Income Tax
(Appeals)
Central Sales Tax, Sales Tax Deputy 1997-98 2.65
1956 Commissioner
of Sales Tax
(Appeals)
Sales Tax Deputy 1998-99 44.82
Commissioner
of Sales Tax
(Appeals)
Sales Tax Deputy 2003-04 0.25
Commissioner
of Sales Tax
(Appeals)
Finance Act, 1994 Service Tax Commissioner 2009-10 100.91
(Service Tax (Appeals)
Provisions)
(ix) In our opinion and according to the information and explanations given to us, the Company has not
defaulted in the repayment of dues to banks, financial institutions and debenture holders.
(x) In our opinion and according to the information and explanations given to us, the terms and conditions
of the guarantees given by the Company for loans taken by others from banks and financial institutions
are not prima facie prejudicial to the interests of the Company.
(xi) In our opinion and according to the information and explanations given to us, the term loans have been
applied for the purposes for which they were obtained.
(xii) In our opinion and according to the information and explanations given to us and on an overall
examination of the Balance Sheet, we report that funds raised on short-term basis have not been used
during the year for long-term investment.
(xiii) To the best of our knowledge and according to the information and explanations given to us, no fraud
by the Company and no fraud on the Company has been noticed or reported during the year.
Hemant Joshi
Partner
Membership No. 38019
Place : Pune,
Date : 12
th
May 2010
60
in Rs lakhs.
Schedule Mar 31, 2010 Mar 31, 2009
SOURCES OF FUNDS
SHAREHOLDERS FUNDS
Share Capital 1 3,724.46 3,715.81
Advance towards Share Capital - 2.04
Reserves and Surplus 2 35,661.78 32,767.66
39,386.24 36,485.51
LOAN FUNDS
Secured Loans 3 39.85 4,249.80
Unsecured Loans 4 4,052.71 -
4,092.56 4,249.80
DEFERRED TAX LIABILITY (NET) 163.86 104. 37
(Note 3.a Schedule 13 )
TOTAL FUNDS EMPLOYED 43,642.66 40,839.68
APPLICATION OF FUNDS
FIXED ASSETS
Gross Block 5 12,341.11 9,847.87
Less: Depreciation and amortisation 5,476.26 4,863.40
Net Block 6,864.85 4,984.47
Capital Work in Progress 62.16 70.23
6,927.01 5,054.70
INVESTMENTS 6 26,573.96 24,766.21
CURRENT ASSETS, LOANS AND ADVANCES
Sundry Debtors 7 5,865.16 6,148.33
Cash and Bank Balances 8 4,179.85 602. 60
Other Current Assets 9 6.12 2.92
Loans and Advances 10 11,067.59 10,716.10
21,118.72 17,469.95
Less: CURRENT LIABILITIES AND PROVISIONS
Liabilities 11 7,180.98 4,807.11
Provisions 12 3,796.05 1,644.07
10,977.03 6,451.18
NET CURRENT ASSETS 10,141.69 11,018.77
TOTAL FUNDS APPLIED 43,642.66 40,839.68
Significant Accounting Policies and Notes to Accounts 13
Balance Sheet as at March 31, 2010
The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.
This is the Balance Sheet referred to in our report.
Samrat Gupta
Chief Financial Officer
Anubhav Kapoor
Company Secretary
As per our report of even date attached
For Deloitte Haskins & Sells
Hemant Joshi
Partner
Date: May 12, 2010
Place: Pune
S Ramadorai Chairman
P R McGoldrick Managing Director
R Gopalakrishnan Director
P P Kadle Director
C Ramakrishnan Director
Date: May 12, 2010
Place: Mumbai
61
in Rs lakhs.
Year ended Year ended
INCOME
Income from Services A 34,293.03 30,858.38
Sale of Products B 3,945.55 6,262.33
Other Income C 941.76 767. 81
39,180.34 37,888.52
EXPENDITURE
Cost of Traded Items & Services D 3,085.66 5,063.04
AMC Charges E 337.88 184. 36
Consultancy fees, Softwares and others F 2,708.07 2,312.26
Payroll and Related Expenses G 18,428.79 17,595.68
Communication Expenses H 338.46 244. 39
Administration & Marketing Expenses I 2,345.17 2,820.03
Finance Charges J 170.82 367. 29
Depreciation and amortisation 5 937.34 814. 98
Bad Debts written off 88.68 -
Provision / (Write back) for Bad and Doubtful debts 9.12 124. 50
28,449.97 29,526.53
PROFIT / (LOSS) BEFORE TAX 10,730.35 8,361.99
- Current Tax 3,034.36 2,317.42
- Tax for earlier year - 33.74
- Deferred Tax charge / (credit) 59.49 102. 52
- Fringe Benefit Tax - 105. 00
PROFIT / (LOSS) AFTER TAX 7,636.50 5,803.31
Balance Brought forward from Previous Year 5,564.59 2,533.87
PROFIT AVAILABLE FOR APPROPRIATIONS 13,201.09 8,337.18
APPROPRIATIONS
Dividend
- Interim Dividend - 1,114.19
- Final Dividend 2,603.12 742. 79
Tax on dividend 432.34 315. 59
Transfer to General Reserve 800.00 600. 00
Balance carried to Balance Sheet 9,365.63 5,564.61
13,201.09 8,337.18
E.P.S (Equity Shares, par Value Rs. 10 each) [note 3.b of Schedule 13]
- Basic (in Rs.) 20.54 15.63
- Diluted (in Rs.) 20.41 15.50
Profit and Loss Account for the year ended March 31, 2010
The Schedules referred to above and the notes thereon form an integral part of the Profit and Loss Account.
This is the Profit and Loss Account referred to in our report.
Samrat Gupta
Anubhav Kapoor
Company Secretary
Hemant Joshi
Partner
Date: May 12, 2010
Place: Pune
P P Kadle Director
Date: May 12, 2010
Place: Mumbai
62
in Rs lakhs.
Mar 31, 2010 Mar 31, 2009
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit after Taxation and Extraordinary Items 7,636.50 5,803.31
Depreciation 937.34 814. 98
Disallowance of TDS Abroad 1.96 -
Provision for Wealth Taxes 0.98 0.56
Provision for Income Tax 3,034.36 2,317.42
Provision for Deferred Tax 59.49 102. 52
Provision for Fringe Benefit Tax - 105. 00
Loss on Sale of Fixed Assets 0.75 2.14
Interest Received (703.91) (480.87)
Interest Paid 170.83 367. 30
Effect of exchange differences on translation of foreigh currency cash & cash equivalent 617.93 (414.88)
Provision for Doubtful Debts (77.26) 124. 50
Operating profit before Working Capital Changes 11,678.97 8,741.98
Adjustments for :
Debtors (379.48) (2,261.05)
Loans & Advances to Employees (69.87) 93.77
Bills of Exchange 452.69 (452.69)
Advance to Supplier, Contractors & Others 113.02 (146.34)
Deposits with Govt. Bodies & Others 43.60 (11.05)
Prepaid Expenses (979.82) (56.47)
Sundry Creditors 1,860.27 525. 63
Advance & Progress Payments 11.98 (113.86)
Provision for Staff Welfare Expenses (7.95) (110.48)
Advance Tax / Tax Deducted at Source (3,482.56) (3,596.41)
NET CASH FLOW (USED IN)/GENERATED FROM OPERATING ACTIVITIES 9,240.85 2,613.03
CASH FLOW FROM INVESTING ACTIVITIES
Payment of Loan to Subsidiary 657.26 (95.23)
Investment in Joint Venture (98.50) (175.00)
Investment in Mututal Fund (made)/sold (net) (1,709.26) (2,700.44)
Proceeds from sale of Fixed Assets 19.55 26.04
Payment for Purchase of Fixed Assets (2,793.51) (1,008.20)
NET CASH FLOW (USED IN)/GENERATED FROM INVESTING ACTIVITIES (3,924.46) (3,952.83)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares under ESOP Scheme including Premium 31.12 34.53
Interest Paid (170.83) (367.30)
Dividends Paid (including Dividend Tax) (975.86) (2,863.62)
Interest Received 700.71 480. 95
Inter Corporate Deposits (Net) (1,300.00) (395.00)
Proceeds from Short Term borrowings 11.72 3,926.50
Proceeds from Long Term borrowings 20.26 26.18
Repayment of Long Term borrowings (56.26) (59.31)
NET CASH FLOW (USED IN)/GENERATED FROM FINANCING ACTIVITIES (1,739.14) 782. 93
NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 3,577.25 (556.87)
Cash & Cash equivalents at the beginning of the year 602.60 1,159.47
Cash & Cash equivalents at the end of the period / year 4,179.85 602. 60
NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 3,577.25 (556.87)
Cash Flow Statement
Samrat Gupta
Anubhav Kapoor
Company Secretary
Hemant Joshi
Partner
Date: May 12, 2010
Place: Pune
P P Kadle Director
Date: May 12, 2010
Place: Mumbai
63
in Rs lakhs.
SCHEDULE - A
Mar 31, 2010 Mar 31, 2009
INCOME FROM SERVICES
Income from Services 34,293.03 30,858.38
34,293.03 30,858.38
SCHEDULE - B
Mar 31, 2010 Mar 31, 2009
SALE OF PRODUCTS
Traded Products 3,945.55 6,262.33
3,945.55 6,262.33
SCHEDULE - C
Mar 31, 2010 Mar 31, 2009
OTHER INCOME
Interest Income * 703.91 480. 87
Commission Income 49.47 128. 94
Profit on Sale of Investments - 0.51
Miscellaneous Income 155.17 62.89
Excess Provision written back - 83.72
941.76 767. 81
* Tax deducted at source on interest is Rs. 85.77 Lakhs (Rs. 85.93 Lakhs in 2008-09)
SCHEDULE - D
Mar 31, 2010 Mar 31, 2009
COST OF TRADED GOODS & SERVICES
Purchase of Products for Sale
Purchase of Products 3,085.66 5,063.04
3,085.66 5,063.04
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT
64
in Rs lakhs.
SCHEDULE - E
Mar 31, 2010 Mar 31, 2009
AMC CHARGES
AMC Charges on SAP End User Licenses 22.05 19.16
AMC Charges (Others) 315.83 165. 20
337.88 184. 36
SCHEDULE - F
Mar 31, 2010 Mar 31, 2009
CONSULTANCY FEES, SOFTWARES & OTHERS
Outsourcing Charges 1,887.66 1,621.49
Software-internal use 121.37 99.15
Consultancy Fees 624.40 482. 20
Professional Fees 74.64 99.55
Subscription Costs - 9.87
2,708.07 2,312.26
SCHEDULE - G
Mar 31, 2010 Mar 31, 2009
PAYROLL & RELATED EXPENSES
Salaries and Allowances 16,982.44 16,303.43
Superannuation 282.20 330. 83
Provident Fund 584.22 579. 69
Staff welfare Expenses 470.75 349. 35
Gratuity 109.18 32.38
18,428.79 17,595.68
SCHEDULE - H
Mar 31, 2010 Mar 31, 2009
COMMUNICATION EXPENSES
Telephone Expenses / Fax Charges 205.05 176. 02
ISDN Charges 133.41 68.37
338.46 244. 39
65
in Rs lakhs.
SCHEDULE - I
Mar 31, 2010 Mar 31, 2009
ADMINISTRATION & MARKETING EXPENSES
Expenses for Administration / Marketing
Repairs & Maintenance
- Buildings 38.30 21.46
- Plant & Machinery 3.55 29.10
- Others 124.36 108. 16
Rent 173.16 152. 18
Rates and Taxes 29.01 3.55
Provision for Wealth Tax 0.98 0.56
Insurance 23.68 27.11
Advertisement and Publicity 0.29 0.95
Business Promotion Expenses 43.08 36.98
Office Expenses 238.23 239. 96
Travelling & Conveyance 794.19 1,158.97
Power & Fuel 131.97 109. 26
Water Charges 18.66 19.46
Auditors Remuneration 29.38 26.58
Staff Training and Seminar Expenses 53.89 75.13
Staff Recruitment Expenses 35.87 89.29
Commision to Others 258.70 256. 18
Foreign Currency (Gain)/Loss - (Net) 252.92 352. 20
Other Expenses 94.95 112. 95
2,345.17 2,820.03
SCHEDULE - J
Mar 31, 2010 Mar 31, 2009
FINANCE CHARGES
Interest on Cash Credit - 0.24
Interest on Packing Credit Loan 158.66 356. 48
Interest on Vehicles Loans 8.03 10.52
Interest Expense - Others 4.13 0.05
170.82 367. 29
66
in Rs lakhs.
SCHEDULE - 1 As at As at
Mar 31, 2010 Mar 31, 2009
SHARE CAPITAL
Authorised :-
60,000,000 ordinary shares of Rs. 10/- each 6,000.00 5,000.00
(P.Y. 50,000,000 equity shares of Rs. 10/- each)
700,000 0.01% Cumulative Non-participative Compulsorily 70.00 -
convertible Preference Shares of Rs. 10/- each
(P.Y. Nil)
6,070.00 5,000.00
Issued, Subscribed and Paid-up : 3,724.46 3,715.81
37,244,591 equity shares of Rs. 10/- each
3,724.46 3,715.81
Note:
30,300,600 equity shares are held by Tata Motors Limited, the holding company (P.Y.30,300,600 equity shares). Of the above
shares, 2,000,000 (P.Y. 2,000,000) shares were allotted to Tata Motors Ltd. as fully paid pursuant to a contract, without payments
being received in cash.
Mar 31, 2010 Mar 31, 2009
RESERVES AND SURPLUS
Securities Premium
As at the beginning of the year 25,537.93 25,511.42
Adjustments during the year * (1,731.44) -
Securities Premium identified for Consolidation adjustment * (2,934.33) -
20,896.67 25,537.92
Securities Premium identified for Consolidation adjustment * 2,934.33 -
* Refer Note no 3.q of Schedule 13
As at the end of the period 23,831.00 25,537.92
General Reserves
As at the beginning of the period 1,665.15 1,065.15
Additions during the period 800.00 600. 00
Profit & Loss Account 9,365.63 5,564.59
35,661.78 32,767.66
Mar 31, 2010 Mar 31, 2009
SECURED LOANS
Foreign Currency Loan from Bank - 4,173.95
[Secured by hypothecation of Current Assets of the Company
(excluding loans and advances given to subsidiaries and other
group companies)]
Vehicle Loans 39.85 75.85
[Secured by hypothecation of vehicles financed]
39.85 4,249.80
SCHEDULES FORMING PART OF THE BALANCE SHEET
67
SCHEDULE - 5
FIXED ASSETS in Rs lakhs.
Original Cost Depreciation and amortisation Net Book Value
As at Additions Deductions As at As at For the Deductions As at As at As at
Mar 31, Mar 31, Mar 31, period ended Mar 31, Mar 31, Mar 31,
2009 2 0 1 0 2009 Mar 31, 2010 2 0 1 0 2 0 1 0 2009
Leasehold Land 409.35 - - 4 0 9 . 3 5 36.19 4.31 - 4 0 . 5 0 3 6 8 . 8 5 373.16
Buildings 2,208.66 9.46 - 2 , 2 1 8 . 1 2 379.56 92.39 - 4 7 1 . 9 5 1 , 7 4 6 . 1 7 1,829.10
Plant & Machinery @ 5,085.93 254.90 276.98 5 , 0 6 3 . 8 5 3,479.98 334.15 268.17 3 , 5 4 5 . 9 6 1 , 5 1 7 . 8 9 1,605.95
Furniture & Fixtures @ 581.37 16.28 - 5 9 7 . 6 5 148.76 39.63 - 1 8 8 . 3 9 4 0 9 . 2 6 432.61
Vehicles ** 243.91 68.21 67.80 2 4 4 . 3 2 150.00 58.36 56.31 1 5 2 . 0 5 9 2 . 2 7 93.91
Software Licenses @ 1,318.64 2,489.18 - 3 , 8 0 7 . 8 2 668.91 408.50 - 1 , 0 7 7 . 4 1 2 , 7 3 0 . 4 1 649.73
Tot a l 9,847.86 2,838.03 344.78 1 2 , 3 4 1 . 1 1 4,863.40 937.34 324.48 5 , 4 7 6 . 2 6 6 , 8 6 4 . 8 5 4,984.46
Previous year 9,052.21 961.03 165.37 9 , 8 4 7 . 8 7 4,185.61 814.98 137.19 4 , 8 6 3 . 4 0 4 , 9 8 4 . 4 7 4,866.60
Capital Work in Progress * 6 2 . 1 6 70.23
Notes:
* Capital Work in Progress includes capital advance payments of Rs.14.22 Lakhs (as at 31st March 2009 Rs.14.25 Lakhs)
** Vehicles includes Rs.158.41 Lakhs acquired on loan, hypothecated with Tata Finance Ltd & ICICI Bank Ltd.
(as at 31st March 2009 Rs.156.88 Lakhs)
@ Movable Fixed Assets other than vehicles amounting to Rs. 9,469.30 Lakhs are hypothecated against Cash Credit facilities
(Rs. 6,985.94 Lakhs as at 31st March 2009)
in Rs lakhs.
SCHEDULE - 4
As at As at
Mar 31, 2010 Mar 31, 2009
UNSECURED LOANS
Foreign Currency Loan from Bank 4,052.71 -
4,052.71 -
68
in Rs lakhs.
SCHEDULE - 6
As at As at
Mar 31, 2010 Mar 31, 2009
INVESTMENTS
(a) TRADE (UNQUOTED) - at cost
i) Investment in Subsidiary companies
Tata Technologies Inc. (formerly known as INCAT Systems, Inc.) @ 1,556.64 1,556.64
(150,000 (P.Y. 150,000) shares of non-voting Class A common stock
with no Par value)
Tata Technologies Pte Ltd, Singapore, a 100% subsidiary company 20,334.12 20,334.12
86,463,759 (P.Y. 86,463,759) ordinary shares with no par value
ii) Investment in Joint Venture Company
Tata HAL Technologies Ltd (formerly known as INCAT HAL
Aerostructures Ltd)
2,735,000 (P.Y. 1,000,000) equity shares of Rs. 10 each fully paid
(50% JV with HAL) 273.50 100. 00
Share Application money paid - 75.00
Long Term Investments 22,164.26 22,065.76
22,164.26 22,065.76
@ Consequent to the merger of Tata Technologies, USA with its wholly
owned subsidiary Tata Technologies Inc, (formerly known as
INCAT Systems Inc) on 1st April 2006, the Companys holding
of 150,000 shares in Tata Technologies, USA has been
converted to 150,000 shares in the resultant Company.
(b) Current Investments (At Cost or Fair value whichever is lower)
Investments in Mutual Funds (Unquoted)
HDFC Floating rate Income Fund - series 2035 - Units 991,974.923 100.00 -
value Rs 10.0809 each (NAV as on 31.03.2010 Rs. 10.0809 per unit (P.Y.Nil))
HDFC 3006 Cash Management Fund - Units 7,993,922.228 value 850.27 -
Rs. 10.6364 each (NAV as on 31.03.2010 Rs. 10.6364 per unit (P.Y.Nil))
Birla Sunlife Cashplus Savings Fund - series B503DD - Units 18,007,805.578 1,804.29 -
value Rs. 10.0195 each (NAV as on 31.03.2010 Rs. 10.0195 unit (P.Y.Nil))
Birla Sunlife Short Term Fund - series B85DD - Units 2,000,724.502 value 200.18 -
Rs. 10.0055 each (NAV as on 31.03.2010 Rs. 10.0055 per unit (P.Y.Nil))
Birla series B47 - Nil (P.Y.Units 4,999,251 value Rs. 10.0030 each. - 500. 08
(NAV as on 31.03.2009 Rs. 10.0030 per unit )
TATA - Liquid Super High Investment Fund- Scheme TLSD01- 450.68 500. 09
Units 40436.807 value Rs.1114.52 each. (NAV as on 31.03.2010
Rs. 1114.52 per unit (P.Y.Units 44870.191 value Rs. 1114.52 each.
Kotak Liquid (Institutional Premium) - Unit 5,979,328.9810 value 731.16 500. 07
Rs. 12.2281 each (NAV as on 31.03.2010 Rs. 12.2281 per unit)
(P.Y. Units 4,089,539.89 value Rs. 12.2281 each. (NAV as on 31.03.2009
Rs. 12.2281 per unit )
Reliance Liquidity Fund-Daily dividend Reinvestment option - Nil - 500. 08
(PY Units 4,999,229.268 value Rs. 10.0031 each. (NAV as on 31.03.2009
LIC Liquid Find - dividend Plan - Unit 2,487,441.877 value Rs. 10.9801 each 273.12 700. 13
(NAV as on 31.03.2010 Rs. 10.9801 per unit)
(Refer Note no. 3.m of Schedule 13 )
4,409.70 2,700.45
26,573.96 24,766.21
69
in Rs lakhs.
SCHEDULE - 7
As at As at
Mar 31, 2010 Mar 31, 2009
SUNDRY DEBTORS
(a) Over six months old (unsecured)
Considered good 65.81 342. 30
Considered doubtful 249.42 168. 37
(b) Others (unsecured, considered good) * 5,799.35 5,806.03
6,114.58 6,316.70
Less : Provision for doubtful debts (Refer Note no. 3.o of Schedule 13) 249.42 168. 37
5,865.16 6,148.33
* Debtors include unbilled revenue of Rs. Nil [Rs.191.70 Lakhs as at Mar 31, 2009]
SCHEDULE - 8
As at As at
Mar 31, 2010 Mar 31, 2009
CASH & BANK BALANCES
Cash on hand 2.66 2.81
Cheques on Hand 29.56 171. 36
Balances with Scheduled Banks:
in Current Accounts 1,957.15 350. 54
in Deposit Accounts * 2,190.48 77.89
4,179.85 602. 60
Note:
* Pledged/lien with the Bankers for obtaining Bank Guarantees/LCs/LUTs - Rs. 2,188.16 Lakhs[Rs. 20.03 Lakhs as at Mar31, 2009]
SCHEDULE - 9
As at As at
Mar 31, 2010 Mar 31, 2009
OTHER CURRENT ASSETS
Income accrued
Interest Accrued on Deposits 6.12 2.92
6.12 2.92
SCHEDULE - 10
As at As at
Mar 31, 2010 Mar 31, 2009
LOANS & ADVANCES
(Unsecured - considered good)
Loans & Advances to Employees * 150.34 80.46
Bills of Exchange - 452. 69
Advances to Suppliers, Contractors & Others 1,033.81 1,146.83
Loans to Subsidiaries:
Tata Technologies Inc. 912.58 1,794.67
Inter-corporate deposits:
Tata Motors Ltd. (Holding Company) 5,500.00 4,200.00
Deposits With Government, Public Bodies and Others 71.84 115. 44
Prepaid Expenses 138.94 104. 70
Advance Payments against Taxes (Net of provisions) 3,264.21 2,825.44
11,067.59 10,716.10
* Note: Includes considered doubtful - Rs. 4.13 Lakhs[Rs.4.13 Lakhs as at Mar 31, 2009]
70
in Rs lakhs.
SCHEDULE - 11
As at As at
Mar 31, 2010 Mar 31, 2009
CURRENT LIABILITIES
Sundry Creditors - Dues to other than Micro, Medium and Small enterprises 6,903.17 4,411.46
Liability towards Investors Education and Protection Fund under Section 205C
of the Companies Act, 1956, not due : Unpaid Dividend 25.11 131. 94
Other Liabilities 182.56 205. 56
7,180.98 4,807.11
SCHEDULE - 12
As at As at
Mar 31, 2010 Mar 31, 2009
PROVISIONS
Provision for Taxation (Net of Advance Taxes) * 61.50 67.99
Proposed Dividend 2,603.12 742. 79
Provision for Tax on Dividend 432.34 126. 24
Provision for Staff Welfare Schemes 699.09 707. 05
3,796.05 1,644.07
* Includes provision for wealth tax - Rs. 0.81 Lakhs [Rs. 0.56 Lakhs as at Mar 31, 2009]
71
13. SIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTS
1. Company overview
TATA Technologies Limited (TTL or the Company) was incorporated on August 22, 1994 as a Private
Limited company in the name of Core Software Systems Private Limited. The name of the Company was
subsequently changed to Tata Technologies (India) Limited. On February 8, 2001, the Company changed
its name from Tata Technologies (India) Limited to Tata Technologies Limited. The Companys range of
services includes IT Consultancy, SAP implementation and maintenance, providing networking solutions,
CAD/CAM engineering & design consultancy. The Company is headquartered in Pune, India. The Company
has seven branches located at Mumbai, Lucknow, Jamshedpur, Bangalore, Puducherry, Chennai and
South Korea that enables it to provide high quality, cost-effective services to clients in India and abroad.
2. Significant Accounting Policies
a. Basis of Preparation of Financial Statements
The financial statements are prepared under the historical cost convention, in accordance with
Indian Generally Accepted Accounting Principles (GAAP). GAAP comprises the mandatory accounting
standards prescribed under Section 211(3C) of the Companies Act, 1956. Accounting policies have
been consistently applied except where a newly issued accounting standard is initially adopted or
a revision to an existing accounting standard requires a change in the accounting policy hitherto
in use.
b. Use of Estimates
The preparation of the financial statements in conformity with GAAP requires the management of
the Company (Management) to make estimates and assumptions that affect the reported amounts
of revenue and expenses during the year and balances of assets and liabilities and disclosures
relating to contingent liabilities as at the date of financial statements.
Provisions are made for all known losses and liabilities, future unforeseeable factors that may
affect the profit on fixed price service contracts and also towards likely expenses for providing
post-sales client support on such contracts.
c. Revenue Recognition
Revenue from services on time and materials contracts is recognized when services are rendered
and related costs are incurred i.e. based on certification of time sheets and billed to clients as per
the terms of specific contracts. In case of fixed price contracts, revenue is recognized over the life of
the contract based on milestones achieved as specified in the contracts or by proportionate
completion method on the basis of the work completed. Foreseeable losses on such contracts are
recognized when probable.
Revenue from rendering Annual Maintenance Services (SAP-ERP) is recognized proportionately
over the period of contract.
Revenue from third party software products and hardware sale is recognized upon delivery.
Income from interest and rent is recognized on time proportion basis.
d. Fixed assets
Fixed assets are stated at cost, less accumulated depreciation. Costs include all expenses incurred to
bring the assets to its present location and condition. Direct costs are capitalized till the assets are
ready for use and include financing costs relating to any borrowing attributable to the acquisition
of the fixed assets.
Software not exceeding Rs. 25,000 is charged off to the profit and loss account.
e. Depreciation
Depreciation on Fixed Assets except on Computers & Peripherals (included in Plant & Machinery) is
provided on Straight Line Method (SLM) at the rates specified in the schedule XIV to the Companies
Act, 1956. In case of Computers & Peripherals, the benefit period is considered to be of four years.
Accordingly, depreciation is provided on SLM at the rate of 25% per annum. Depreciation on
Schedules forming part of the Balance Sheet and Profit and Loss Account
for the year ended March 31, 2010
72
additions to Fixed Assets is provided on pro-rata basis from the month of acquisition of the Asset.
Depreciation on Assets sold/scraped during the year is provided for prior to the month of sale/
scrap as the case may be.
The Company charges 100% depreciation on assets individually costing less than Rs. 5000.
The value of leasehold land is amortized over the lease period of 95 years.
The value of vehicles acquired on loan is depreciated over a period of 3 & 5 years depending on the
term of the Loan agreement.
The value of Softwares (Intangibles) is being amortised over its useful life i.e. between 2 to 4 years.
f. Leases
Lease arrangements where the risks and rewards incident to ownership of an asset substantially
vest with the lessor, are recognized as operating lease. Lease payments under operating leases are
recognized in the Profit & Loss account on a straight line basis.
g. Foreign Currency transactions
Income and expenses in foreign currencies are recorded at the exchange rates prevailing on the
date of the transaction.
Monetary current assets and current liabilities are reinstated at year-end exchange rates and the
profit /loss so determined and also the realized exchange gains / losses are recognized in the Profit
& Loss Account.
Premium or discount on forward contracts is amortised over the life of such contract and is recognized
as income or expense in the Profit and Loss Account
h. Investments
Investments are classified into current investments & long term investments.
Current investments are carried at lower of cost and market value. Any reduction in carrying
amount and reversals of such reductions are charged or credited to the Profit & Loss account.
Long term investments are stated at cost less provision for diminution in the value of such
investments. Diminution in value is provided for where the management is of the opinion that the
diminution is of permanent nature.
i. Impairment of Assets
At each balance sheet date, the Company reviews using internal resources the carrying amounts of
its fixed assets to determine whether there is any indication that the assets suffered an impairment
loss. If any such condition exists, the recoverable amount of the asset is estimated in order to
determine the extent of impairment loss. Recoverable amount is the higher of an assets net selling
price and value in use. In assessing value in use, the estimated future cash flows expected from
continuing use of the asset and from its disposal are discounted to their present value using a pre
tax rate that reflects the current market assessments of time value of money and the risks specific
to the asset.
Reversal of impairment loss is recognized immediately as income in the profit & loss account.
j. Inventories
Inventories are valued at lower of cost or net realizable value. Cost is ascertained on a moving
weighted average basis.
k. Employee Benefits
i. Gratuity
The Company has an obligation towards gratuity, a defined benefit retirement plan covering
eligible employees. The plan provides for a lump sum payment to vested employees at
retirement, death while in employment or on termination of employment of an amount
equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs
upon completion of five years of service. The Company makes annual contributions to gratuity
fund established as trust. The Company accounts for the liability for gratuity benefits payable
in future based on an independent actuarial valuation.
73
ii. Superannuation
The Company has two superannuation plans, a defined benefit plan and a defined contribution
plan. An eligible employee on April 1, 1996 could elect to be member of either plan. Employees
who are the members of the defined benefit superannuation plan are entitled to benefits
depending on the years of service and salary drawn. The monthly pension benefits after
retirement range from 0.75% to 2% of the annual basic salary for each year of service. The
Company account for superannuation benefits payable in future under the plan based on an
independent actuarial valuation.
With effect from April 1, 2003, this plan was amended and benefits earned by covered employees
have been protected as at March 31, 2003. Employees covered by this plan are prospectively
entitled to benefits computed on a basis that ensures that the annual cost of providing the
pension benefits would not exceed 15% of salary.
The Company maintains separate irrevocable trusts for employees covered and entitled to
benefits. The Company contributes up to 15% of the eligible employees salary to the trust
every year. Such contributions are recognized as an expense when incurred. The Company has
no further obligation beyond this contribution.
iii. Bhavishya Kalyan Yojana (BKY)
Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan accrue
to an eligible employee at the time of death or permanent disablement, while in service, either
as a result of an injury or as certified by the appropriate authority. The monthly payment to
dependents of the deceased /disabled employee under the plan equals 50% of the salary
drawn at the time of death or accident or a specified amount, whichever is higher. The Company
accounts for the liability for BKY benefits payable in future based on an independent actuarial
valuation.
iv. Post-retirement Medicare Scheme
Under this Scheme employees get medical benefits subject to certain limits of amount, periods
after retirement and types of benefits, depending on their grade and location at the time of
retirement. The Company account for the liability for post-retirement medical scheme based
on an independent actuarial valuation.
v. Provident Fund
The eligible employees of the Company are entitled to receive benefits under the provident
fund, a defined contribution plan, in which both employees and the company make monthly
contributions at a specified percentage of the covered employees salary (currently 12% of
employees salary). The provident fund contributions, as specified under the law, are paid to
the provident fund set up as irrevocable trust by the Company and pension amount is paid to
Regional Provident Fund Commissioner and the Central Provident Fund under the State
Pension Scheme.
vi. Compensated absences
The Company provides for the encashment of leave or leave with pay subject to certain rules.
The employees are entitled to accumulate leave subject to certain limits, for future encashment.
The liability is provided based on number of days of unutilized leave at each balance sheet
date on the basis of an independent actuarial valuation.
l. Taxation
Current income tax expense comprises taxes on income from operations in India and foreign tax
jurisdictions. Current Income tax payable in India is determined in accordance with the provisions
of the Income Tax Act, 1961 and current income tax expense relating to overseas operations is
determined in accordance with tax laws applicable in countries where such operations are domiciled.
Deferred tax expense or benefit is recognized on timing differences being the difference between
taxable income and accounting income that originate in one period and are capable of reversal in
one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax
rates and the tax laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognized
only to the extent that there is virtual certainty that taxable income will be available to realize these
74
assets. All other deferred tax assets are recognized only to the extent that there is reasonable
certainty that future taxable income will be available to realize these assets.
m. Employee Stock Options
In accordance with the Employee Stock Option Scheme and Employee Stock Purchase Scheme
Guidelines, 1999 issued by Securities and Exchange Board of India (SEBI), the Company introduced
Employee Stock Option Plan 2001 ( TTESOP 2001) in 2000-01. As per the Plan, the options were
granted at fair value as determined by an independent valuer as on the date of the grant and hence
no compensation cost has been recognized.
n. Cash flow statement
Cash flows are reported using indirect method, whereby net profits after tax is adjusted for the
effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from regular revenue generating, investing and financing
activities of the Company are segregated.
o. Earnings per share
The earnings considered in ascertaining the Companys earnings per share comprise the net profit
after tax and include the post-tax effect of any extra-ordinary items. The number of shares used in
computing basic earnings per share, is the weighted average number of shares outstanding during
the year. The number of shares used in computing diluted earnings per share comprises the shares
considered for deriving basic earnings per share and also number of equity shares that could have
been issued on the conversion of all dilutive potential equity shares.
p. Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalized as part of the cost of that asset. Borrowing costs are capitalized as
part of the cost of a qualifying asset when it is probable that they will result in future economic
benefits to the enterprise and the costs can be measured reliably. Other borrowing costs are
recognized as an expense in the period in which they are incurred.
q. Provisions, contingent liabilities and contingent assets
A provision is recognized when the Company has present obligation as a result of past event and
its probable that an outflow of resources will be required to settle the obligation, in respect of
which reliable estimate can be made. The provisions (excluding retirement benefits) are not
discounted to its present value and are determined based on best estimate required to settle the
obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted
to reflect current best estimates. Contingent liabilities are not recognized in the financial statements.
A contingent asset is neither recognized nor disclosed in the financial statements.
3. Notes to Balance Sheet and Profit and Loss Account
a. Deferred Tax
Major components of deferred tax arising on account of timing differences are:
As at As at
March 31, 2010 March 31, 2009
Rs. Lakhs Rs. Lakhs
Deferred tax liabilities:
Sub-total 631.29 363.55
Deferred tax assets:
Provision for expenses u/s. 43B 221.75 232.77
Provision for doubtful debts 32.38 26.41
Others 213.30 -
Sub-total 467.43 259.18
Deferred Tax Asset /(Liability) Net (163.86) (104.37)
75
b. Computation of Earnings per share
2009-2010 2008-2009
Earnings Per Share
(a) Profit after tax Rs. Lakhs 7,636.50 5,803.31
(b) The weighted average number of Ordinary
Shares for Basic EPS Nos. 37,187,364 37,139,680
(c) The nominal value per Ordinary Share Rupees 10.00 10.00
(d) Earnings Per Share (Basic) Rupees 20.54 15.63
(e) Profit after tax for Basic & Diluted EPS Rs. Lakhs 7,636.50 5,803.31
(f ) The weighted average number of Ordinary
Shares for Basic EPS Nos. 37,187,364 37,139,680
(g) Add: Adjustment for Employee Stock Options Nos. 220,460 306,947
(h) The weighted average number of Ordinary
Shares for Diluted EPS Nos. 37,407,824 37,446,627
(i) Earnings Per Shares (Diluted) Rupees 20.41 15.50
c. Employee Benefits
Defined benefit plans/long term compensated absences as per actuarial valuations as on March 31, 2010
Rs. in lakhs
Gr at ui t y Super annuat i on C o mp e n s a t e d P o s t - B K Y
abs enc es r e t i r e me nt
Me di c a r e
s c h e me
2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
i Components of employer expense
Current Service cost 115.89 114.45 25.87 27.09 64.33 20.54 16.56 27.93 9.67 9.26
Interest cost 89.21 89.37 32.76 32.77 35.29 33.33 11.94 16.52 5.91 12.64
Expected return on plan assets (93.66) (96.39) (39.23) (36.20) - - - - - -
Actuarial Losses/(Gains) (2.27) (75.06) (15.52) 30.44 (16.82) 125.11 37.19 (94.83) (8.33) (96.25)
Total expense/(income) recognised in
the Statement of Profit & Loss Account 109. 17 32. 37 3. 88 54. 10 82. 80 178. 98 65. 69 ( 50. 38) 7. 25 ( 74. 35)
ii Actual Contribution and Benefit Payments
for year ended 31 March 2010
Actual benefit payments 113.36 113.19 2.45 25.73 154.78 156.96 3.72 3.15 5.19 4.63
Actual Contributions - - 28.32 30.82 154.78 N/A 3.72 N/A 5.19 N/A
iii Net asset/(liability) recognised in balance
sheet as at March 31, 2010
Present Value of DefinedBenefit Obligation 1,212.00 1,106.22 531.15 486.54 420.63 492.61 204.32 142.35 74.15 72.09
Fair value of plan assets 1,223.98 1,227.37 546.53 477.48 - - - - - -
Net asset/(liability) recognised in
balance sheet 11. 98 121. 15 15. 38 ( 9. 06) ( 420. 63) ( 492. 61) ( 204. 32) ( 142. 35) ( 74. 15) ( 72. 09)
i v Change in Defined Benefit Obligations
(DBO) during the year ended March 31, 2010
Present Value of DBOat beginningof year 1,106.22 1,108.00 486.54 435.70 492.61 470.59 142.35 195.88 72.09 151.06
Interest cost 89.21 89.37 32.76 32.77 35.29 33.33 11.94 16.52 5.91 12.64
Actuarial (gains)/ losses 14.04 (92.42) (11.57) 16.71 (16.82) 125.11 37.19 (94.83) (8.33) (96.25)
Benefits paid (113.36) (113.19) (2.45) (25.73) (154.78) (156.96) (3.72) (3.15) (5.19) (4.63)
Present Value of DBO at the end of year 1, 212. 00 1, 106. 22 531. 15 486. 54 420. 63 492. 61 204. 32 142. 35 74. 15 72. 09
v Change in Fair Value of Assets during the
year ended March 31, 2010
Planassets at beginningof year 1,227.37 1,261.53 477.48 449.92 N/A N/A N/A N/A N/A N/A
Actual return on plan assets 109.97 79.03 43.18 22.47 N/A N/A N/A N/A N/A N/A
Actual Company contributions - - 28.32 30.82 154.78 156.96 3.72 3.15 5.19 4.63
Benefits paid (113.36) (113.19) (2.45) (25.73) (154.78) (156.96) (3.72) (3.15) (5.19) (4.63)
Plan assets at the end of year 1, 223. 98 1, 227. 37 546. 53 477. 48 - - - - - -
76
Gr at ui t y Super annuat i on C o mp e n s a t e d P o s t - B K Y
abs enc es r e t i r e me nt
Me di c a r e
s c h e me
2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
vi Actuarial Assumptions
Discount Rate 8.50% 8.50% 6.75% 6.75% 8.50% 8.50% 8.50% 8.50% 8.5% 8.5%
Expected Return on plan assets 8.00% 8.00% 8.00% 8.00% N/A N/A N/A N/A N/A N/A
Salary escalation 2%-5% 3%-5% N/A N/A 2%-5% 3%-5% N/A N/A 2%-5% 3%-5%
Medical cost inflation N/A N/A N/A N/A N/A N/A 4.00% 4.00% N/A N/A
vi i The major categories of plan assets as
percentage of total plan assets
Debt securities 99.73% 100% 99.16% 100% N/A N/A N/A N/A N/A N/A
Balances withbanks 0.27% 0% 0.84% 0% N/A N/A N/A N/A N/A N/A
vi i i Effect of one percentage point change One percentage point One percentage point
in assumed Medical inflation rate increase in Medical decrease in Medical
inflation rate inflation rate
2010 2009 2010 2009
DBO as at 31 March 216.65 150.45 193.01 134.89
Service cost for the year 17.43 30.36 15.75 26.94
Interest cost for the year 12.63 20.24 11.31 15.48
d. Captial Commitments
The estimated amount of contracts remaining to be executed on capital account, and not provided for is
Rs. 378.36 lakhs as at March 31, 2010 (Year ended March 31, 2009 : Rs. 265.07 Lakhs).
e. Contingent Liablities
As at As at
March 31, 2010 March 31, 2009
Rs. Lakhs Rs. Lakhs
a) Bills discounted 5,156.18 6,533.16
b) Income Tax demands disputed in appeals 196.97 196.97
c) Sales Tax demands disputed in appeals 53.01 53.01
d) Service Tax demands disputed in appeals 100.91 -
e) Corporate Guarantees issued to Bank in respect
of loan taken by subsidiary companies 23,250.14 -
f. Stock Opton Plan
Details of the Employee Stock Option Plan 2001 (TTESOP 2001) are mentioned below:
Number of options granted, Exercised and forfeited As at As at
March 31, 2010 March 31, 2009
Options granted, beginning of the year 268,377 358,803
Granted during the year - -
Exercised during the year (81,798) (75,126)
Cashless options exercised during the year - (2,250)
Forfeited during the year (5,776) (13,050)
Option granted, end of year 180,803 268,377
g. Quantitative details
(Values in Rs. Lakhs)
2009-2010 2008-2009
OPENING PURCHASES OPENING PURCHASES
STOCK STOCK
Networking Items Value - 0.96 - -
Qty - 1 - -
Software & Licenses Value - 3,084.70 - 5,025.54
Qty - 1,284 - 827
Welding Fixtures Value - - - 37.50
Qty - - - 1
TOTAL Value - 3,085.66 - 5,063.04
Qty - 1,285 - 828
77
2009-2010 2008-2009
SALES CLOSING SALES CLOSING
STOCK STOCK
Networking Items Value 1.45 - - -
Qty 1 - - -
Software & Licenses Value 3,944.10 - 6,223.73 -
Qty 1,284 - 827 -
Welding Fixtures Value - - 38.60 -
Qty - - 1 -
TOTAL Value 3,945.55 - 6,262.33 -
Qty 1,285 - 828 -
h. Information as required under clause4(D), Part II, Schedule VI to the Companies Act, 1956.
2009-2010 2008-2009
Rs. Lakhs Rs. Lakhs
(a) Earnings in foreign currency
Services 7,763.75 7,034.68
Commission 47.13 128.93
Interest 89.61 7,900.49 98.64
(b) CIF Value of imports 598.15 2,911.27
(c) Expenditure in foreign currency: 2,598.49
Travel/Training Expenses 185.25 377.83
Software Development services 1,974.73 1,528.26
Interest 88.29 114.89
Commission 252.29 256.18
Other Expenses 97.94 58.87
i. Auditors Remuneration*
2009-2010 2008-2009
Rs. Lakhs Rs. Lakhs
i) For services as auditors, including quarterly audits 25.00 20.00
ii) For Tax Audit 3.00 3.00
iii) For Other services 1.27 1.00
iv) Reimbursement of out-of-pocket expenses 0.11 2.58
29.38 26.58
* Excluding service tax
j Managerial Remuneration
2009-2010 2008-2009
Rs. Lakhs Rs. Lakhs
Managerial Remuneration for Director
(excluding provision for encashable leave) 30.24 30.24
The above is inclusive of
(a) Estimated expenditure on perquisites - - -
(b) Commission - -
(c) Incentive Remuneration 20.16 20.16
Commission to Wholetime Director
(a) Profit after Tax as per Profit & Loss Account 7,636.50 5,803.31
(b) Add: Managerial Remuneration 30.24 30.24
Provision for Taxation - Current year 3,034.36 2,317.42
- Earlier year - 33.74
- Deferred 59.49 102.52
- Fringe Benefit Tax - 105.00
Depreciation as per Books 937.34 4,061.43 814.98
11,697.93 9,207.21
(c) Less: Depreciation as per Section 350
of the Companies Act, 1956 937.34 814.98
(d) Net Profit as per Section 309(5) 10,760.59 8,392.24
(e) Commission to Wholetime Director - -
78
k. Obligations towards non-cancelable lease
2009-10 2008-09
Obligations towards non-cancelable lease Rs. Lakhs Rs. Lakhs
Lease Obligations
Dues not later than one year 19.09 28.39
Dues later than one year but not later than five years 26.38 8.32
45.47 36.71
Later than five years - -
Lease payments recognised in the statement of
profit and loss for the year 45.12 52.03
l. Derivative transactions
The Company uses forward exchange contracts to hedge its exposure in foreign currency. The information
on derivative instruments is as follows:
1. Derivative instruments outstanding as at March 31, 2010:
Amount in Lakhs
Particulars As At Bought/sold Amount Amount
Forward Exchange March 31, 2010 Sold (GBP$/INR) GBP 13.56 INR 920.19
contracts March 31, 2009 Sold (US$/INR) USD 25.83 INR 1,347.40
2. Foreign exchange currency exposures not covered by derivative instruments as at March 31, 2010.
In Lakhs
As At March 31, 2010 As At March 31, 2009
Particulars Currency Amount in Equivalent Amount in Equivalent
Foreign amount Foreign amount in
Currency in INR Currency INR
Sundry Debtors EUR 4.63 280.37 4.47 307.90
CAD 0.01 0.53 0.00 0.00
GBP 7.73 524.51 7.71 571.55
JPY 0.00 0.00 0.00 0.00
SGD 0.04 1.29 0.04 1.37
THB 16.35 22.85 101.09 149.72
USD 51.10 2,301.09 34.25 1,786.96
Sundry Creditors EU R 0.03 1.90 0.60 41.45
GBP 0.44 30.06 0.30 22.37
KRW 0.00 0.00 30.93 1.16
SGD 0.15 4.77 0.12 4.10
THB 0.81 1.14 13.52 20.03
USD 56.04 2,523.67 10.25 534.65
Secured Loan USD 90.00 4,052.71 80.00 4,173.94
Loan to subsidiary USD 20.27 912.58 34.40 1,794.67
Deposits with Bank USD 0.00 0.00 0.97 50.35
KRW 0.00 0.00 200.00 7.51
Current account with Bank USD 39.48 1,777.71 0.51 26.60
KRW 0.00 0.00 2.48 0.09
79
m. Movement in Current Investments during the period
S r . Name of t he Funds/ Scheme Bal ance as on Subscr i pt i on dur i ng Redempt i ons duri ng Bal ance as on
No . Apr 1, 2009 Apr 09 - Mar 10 Apr 08 - Mar 10 Mar 31, 2010
Uni t s Rate Rs. i n l akhs Uni t s Rate Rs. i n l akhs Uni t s Rate Rs. i n l akhs Uni t s Rate Rs. i n l akhs
1 Bi r l a Sun Li f e Cas h Manager 4 , 9 9 9 , 2 5 1 1 0 . 0 0 500. 08 4 , 0 0 0 , 5 5 2 1 0 . 0 0 400. 18 8 , 9 9 9 , 8 0 3 1 0 . 0 0 900. 25 - - -
2 TATA - Li qui d Super Hi gh I nves t ment Fund 44, 870 1, 114. 52 500. 09 98, 765 1, 114. 52 1, 100. 76 1 0 3 , 1 9 9 1, 114. 52 1, 150. 17 40, 437 1 , 1 1 5 450. 68
3 Kot ak Li qui d ( I ns t i t ut i onal Pr emi um) 4 , 0 8 9 , 5 4 0 1 2 . 2 3 500. 07 20, 333, 681 1 2 . 2 3 2, 486. 42 18, 443, 891 1 2 . 2 3 2, 255. 34 5 , 9 7 9 , 3 2 9 1 2 . 2 3 731. 16
4 Rel i ance Li qui d Fund - Dai l y Di vi dend Rei nves t ment Pl an 4 , 9 9 9 , 2 2 9 1 0 . 0 0 500. 08 18, 498, 169 1 0 . 0 0 1, 850. 39 23, 497, 398 1 0 . 0 0 2, 350. 47 - - -
5 LI CMF Li qui d Fi nd - Di vi dend Pl an 6 , 3 7 6 , 3 4 6 1 0 . 9 8 700. 13 34, 919, 520 1 0 . 9 8 3, 834. 20 38, 808, 424 1 0 . 9 8 4, 261. 20 2 , 4 8 7 , 4 4 2 1 0 . 9 8 273. 12
6 Kot ak Fl oat er Long t er m 1 , 9 8 4 , 8 2 1 1 0 . 0 8 200. 07 1 , 9 8 4 , 8 2 1 1 0 . 0 8 200. 07 - - -
7 HDFC Li qui d Fund ( Pr emi um Pl an) 6 , 9 3 4 , 4 7 0 1 2 . 2 6 850. 15 6 , 9 3 4 , 4 7 0 1 2 . 2 6 850. 15 - - -
8 Bi r l a Sun Li f e Cas h Pl us - I ns t l . Pl an- Dai l y Di vi dend- Rei nves t ment 47, 958, 652 1 0 . 0 2 4, 805. 22 29, 950, 846 1 0 . 0 2 3, 000. 93 18, 007, 806 1 0 . 0 2 1, 804. 29
9 LI CMF Savi ngs Pl us Fund 28, 997, 417 1 0 . 0 0 2, 899. 74 28, 997, 417 1 0 . 0 0 2, 899. 74 - - -
10 Bi r l a Sun Li f e Savi ngs Fund- I ns t l . - Dai l y Di vi dend - Rei nves t ment 19, 032, 236 1 0 . 0 1 1, 904. 52 19, 032, 236 1 0 . 0 1 1, 904. 52 - - -
11 Rel i ance Li qui d Fund - Tr eas ur y Pl an 10, 635, 607 1 5 . 2 9 1, 625. 89 10, 635, 607 1 5 . 2 9 1, 625. 89 - - -
12 Rel i anc e Money Manager Fund- Dai l y Di vi dend Pl an 1 7 2 , 4 0 9 1, 001. 14 1, 726. 05 1 7 2 , 4 0 9 1 , 0 0 1 1, 726. 05 - - -
13 Kot ak Fl exi Debt Sc heme I ns t i t ut i onal - Dai l y Di vi dend 13, 247, 032 1 0 . 0 5 1, 331. 00 13, 247, 032 1 0 . 0 5 1, 331. 00 - - -
14 HDFC Cas h Management Fund- Savi ngs Pl an- Dai l y Di vi dend Rei nves t ment 31, 781, 949 1 0 . 6 4 3, 380. 46 23, 788, 026 1 0 . 6 4 2, 530. 19 7 , 9 9 3 , 9 2 2 1 0 . 6 4 850. 27
15 HDFC Fl oat i ng Rat e I ncome Fund- Shor t Ter m Pl an 22, 411, 068 1 0 . 0 8 2, 259. 24 21, 419, 093 1 0 . 0 8 2, 159. 24 9 9 1 , 9 7 5 1 0 . 0 8 100. 00
16 TATA Fl oat er Fund - Dai l y Di vi dend 1 , 5 0 0 , 0 2 1 1 0 . 0 4 150. 54 1 , 5 0 0 , 0 2 1 1 0 . 0 4 150. 54 - - -
17 Bi r l a Sun Li f e Shor t Ter m Fund- I ns t i t ut i onal Dai l y Di vi dend 2 , 0 0 0 , 7 2 5 1 0 . 0 1 200. 18 2 , 0 0 0 , 7 2 5 1 0 . 0 1 200. 18
Total 20, 509, 236 2, 700. 44 264, 507, 094 31, 004. 98 247, 514, 696 29, 295. 73 37, 501, 635 4, 409. 70
n. Considering the financial position and business strategies, management has liquidated INCAT KK, Japan
effective July 31, 2009. Accordingly, consequential adjustments have been made in the books of accounts.
o. During the year, the Company has revised its policy of providing for doubtful debts from a specific
identification method. Currently provision for doubtful debts is created as a percentage of the outstanding
debts based on ageing. The impact of this change was an additional provision of Rs.158.31 lakhs, which in
accordance with the approval of the High Court as explained in Note 3.q of this Schedule, has been debited
to the securities premium account.
p. During the year, the Company implemented Employee Separation Scheme and the amount payable under
the Scheme amounting to Rs. 627.55 lakhs has been debited the Securities Premium Account as per the Court
approval.
q. The Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved
and the High Court of Judicature at Mumbai vide its order dated April 16, 2010 have confirmed the utilisation
of Securities Premium Account in accordance with the provisions of Section 78 read with Section 100 to 103
of the Companies Act, 1956, towards adjustment of the following:
Rs. Lakhs
Company Subsidiaries Total
Employee Severance Cost 627.55 1,089.64 1,717.19
Consultancy Cost for implementation of a 945.58 187.06 1,132.64
Business Restructuring programme
Additional provision for Doubtful Debts arising from a 158.31 1,657.63 1,815.94
revision in the policy for providing for doubtful debts
Total 1,731.44 2,934.33 4,665.77
The amounts relating to the Company have been adjusted to the Securities Premium Account. An amount
equivalent to the total amount of adjustment relating to the subsidiaries has been identified and segregated
from the balance in the Securities Premium Account for adjustment on consolidation.
80
r. Segment Reporting
Primary Segment
Segment reporting is made on the basis of the geographical location of the customer
USA India Rest of Total
the World Rs. Lakhs
Revenues 3,666.88 30,513.20 4,107.97 38,288.05
4,204.80 30,218.17 2,826.67 37,249.64
Identifiable operating expenses 3,305.50 18,017.06 2,715.25 24,037.81
3,717.49 19,261.65 2,303.76 25,282.90
Allocated expenses 113.18 692.07 126.80 932.05
6.48 517.57 4.35 528.40
Segmental operating Income 248.20 11,804.07 1,265.92 13,318.19
480.83 10,438.95 518.56 11,438.34
Unallocable expenses 3,480.12
3,715.22
Other Income 892.29
638.87
Net profit before taxes 10,730.36
8,361.99
Taxes 3,093.86
2,558.68
Net profit after taxes 7,636.50
5,803.31
Fixed assets used in the Companys business or liabilities contracted have not been identified to any of the
reported segments, as fixed assets and services are used interchangeably between reported segments.
Secondary Segment
The complete operations of the Company have been treated as a single segment Information technology
services.
Previous year figures have been shown in italics.
s. Dues to micro, small and medium scale enterprises
Based on the information available with the Company, none of the vendors fall under the definition of
micro, small and medium scale enterprises. This information is not verifiable by the auditors.
t. Related Party Disclosures for the year ended March 31, 2010
a) Related party and their relationship
1 Parent Company Tata Motors Ltd
2 Subsidiary Tata Technologies Pte Ltd, Singapore
3 Indirect Subsidiaries 1 Tata Technologies (Thailand) Ltd
2 INCAT International Plc
3 Tata Technologies Europe Ltd
4 INCAT SAS
5 INCAT GmbH
6 INCAT Holdings BV (Liquidated w.e.f.
April 11, 2009)
7 INCAT KK (Liquidated w.e.f. July 31, 2009)
8 Tata Technologies Inc (Name changed from
INCAT Systems Inc. w.e.f. April 1, 2009)
9 Tata Technologies de Mexico, S.A. de C.V. (Name
changed from Integrated Systems de Mexico,
S.A. de C.V. w.e.f. April 1, 2009)
10 Tata Technologies (Canada) Inc (Name changed
from INCAT Solutions of Canada Inc w.e.f. April
1, 2009)
11 Lemmerpoort BV
81
4 Fellow subsidiaries 1 TAL Manufacturing Solutions Ltd
2 HV Axles Ltd
3 HV Transmission Ltd
4 Sheba Properties Ltd
5 Concorde Motors (India) Ltd
6 Telco Construction Equipment Co. Ltd
7 Tata Daewoo Commercial Vehicle Co. Ltd
8 Tata Motors Insurance Broking & Advisory
Services Ltd
9 Tata Motors European Technical Centre Plc
10 Tata Motors Finance Ltd
11 Tata Marcopolo Motors Ltd
12 Tata Motors (Thailand) Ltd
13 TML Holdings Pte Ltd, Singapore
14 TML Distribution Company Ltd
15 Hispano Carrocera S.A. (w.e.f. October 16, 2009)
16 Tata Motors (SA) (Proprietory) Ltd
17 Miljobil Grenland AS
18 Miljobil Innovasjan AS (Merged with Miljobil
Grenland AS w.e.f. October 12, 2009)
19 Serviplem S.A
20 Comoplesa Lebrero S.A
21 Baryval Assistencia Tecnica S.L
22 Inner Mongolia North Baryval Engineering
Special Vehicle Corporation Ltd
23 JaguarLandRover Ltd
24 Jaguar Cars Ltd
25 Jaguar Cars Overseas Holdings Ltd
26 Jaguar Land Rover Austria GmbH
27 Jaguar Belux NV
28 Jaguar Land Rover Japan Ltd
29 Jaguar cars South Africa (pty) Ltd
30 Jaguar Italia SPA
31 Jaguar Cars Exports Ltd
32 The Daimler Motor Company Ltd
33 The Jaguar Collection Ltd
34 Daimler Transport Vehicles Ltd
35 SS Cars Ltd
36 The Lanchester Motors Company Ltd
37 Jaguar Hispania Sociedad
38 Jaguar Deutschland GmbH
39 Land Rover UK
40 Land Rover Group Ltd
41 Jaguar Land Rover North America LLC
42 Land Rover Belux S.A./N.V
43 Land Rover Ireland Ltd
44 Jaguar Land Rover Nederland BV (Name
changed from Land Rover Nederland BV w.e.f.
June 10, 2009)
45 Jaguar Land Rover Portugal - Veiculos e Pecas
LDA
46 Jaguar Land Rover Australia Pty Ltd
47 Land Rover Exports Ltd
48 Land Rover Italia SpA
49 Land Rover Espana SL
50 Land Rover Deutschland GmbH
51 Jaguar & Land Rover Asia Pacific Company Ltd
(Liquidated w.e.f. October 12, 2009)
52 Jaguar Land Rover Mexico SA de CV
53 Jaguar Land Rover Korea Company Ltd
82
54 Jaguar Land Rover Automotive Trading
(Shanghai) Company Ltd
55 Jaguar Land Rover Canada ULC
56 Jaguar Land Rover France, SAS
57 Jaguar Land Rover (South Africa) (Pty) Ltd
58 Jaguar Land Rover Brazil LLC (incorporated on
01.04.2009)
59 Limited Liability Company "Jaguar Land Rover"
(Russia) (incorporated on 01.04.2009)
60 Land Rover Parts Ltd (incorporated on
02.04.2009)
61 Land Rover Parts US LLC (incorporated on
19.06.2009)
62 Carrosseries Hispano Maghreb, Morocco
5 Joint Venture Tata HAL Technologies Ltd
6 Associates of Parent Company 1 Tata Cummins Ltd
2 Tata Precision Industries Pte Ltd
3 Fiat India Automobiles Ltd
4 Automobile Corporation of Goa Ltd
5 Nita Co Ltd
6 Tata AutoComp Systems Ltd
7 Telcon Ecoroad Resurfaces Pvt Ltd
7 Key Management Personnel Mr. P. R. McGoldrick
b) Transactions with related parties (Rs. In Lakhs)
Par t i cul ar s Par ent Fel l ow Subsi di ar i es J oi nt As s oci at es Key
Compa ny subsi di ar i es Vent ur e of Parent Management
c ompa ny Per s onnel
Pur chase of goods - - - - - -
- - - - ( 0. 75) -
Sal e of goods( i ncl usi ve of 1, 194. 28 94. 40 8. 54 17. 98 52. 20 -
sal es t ax) ( 2, 784. 01) ( 170. 67) - ( 26. 36) ( 171. 80) -
Ser vi ces r ecei ved - - 511. 87 7. 72 1. 45 30. 24
- - ( 1, 820. 71) ( 10. 36) - ( 30. 24)
Ser vi ces r ender ed 21, 005. 40 1, 816. 87 6, 870. 04 - 143. 07 -
( 18, 766. 32) ( 1, 745. 97) ( 5, 790. 93) - ( 280. 35) -
Fi nance gi ven ( i ncl udi ng 22, 900. 00 - - - - -
l oans, equi ty & I CD) ( 25, 750. 00) - - ( 145. 00) - -
Fi nance t aken ( i ncl udi ng 21, 600. 00 - - - - -
l oans, equi t y & I CD) ( 25, 355. 00) - - - - -
I nt er est / Di vi dend pai d/ 24. 62 - - 90. 33 - - -
( r ecei ved) ( net ) ( 1, 176. 18) ( 0. 01) ( - 95. 81) - - ( 39. 20)
Amount r ecei vabl e 1, 009. 18 246. 00 3, 740. 63 18. 13 70. 21 -
( 948. 25) ( 632. 04) ( 3, 721. 48) ( 87. 93) ( 120. 28) -
Amount payabl e 15. 94 - 391. 48 4. 10 - 20. 16
( 37. 98) - ( 225. 29) ( 9. 21) - ( 20. 16)
Amount receivable (in respect 5, 500. 00 - 912. 58 273. 50 - -
of l oans, Equi ty & I CD) ( 4, 200. 00) - ( 1, 794. 67) ( 145. 00) - -
Amount payable (in respect - 0. 01 - - - -
of l oans, Equi ty & I CD) - ( 0. 01) ( 1. 77) - - -
* Previous years figures are shown in the brackets
u. The previous years figure have been recast/restated wherever necessary, to confirm to the current
years classification
83
Balance Sheet Abstract and Companys General Business Profile :
I) Registration Details :
Registration No. U72200PN1994PLC013313
Balance Sheet Date 31.03.2010
II) Capital Raised during the Year (Amount in Rs. Thousands)
Public Issue Nil
Rights Issue Nil
Bonus Issue Nil
Private Placement (Employee Stock Option Plan) 865
III) Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabiliites 5,461,969
Total Assets 5,461,969
Sources of Funds :
Paid-up Capital 372, 446
Advance towards Share Capital -
Reserves & Surplus 3,566,178
Secured Loans 3,985
Application of Funds :
Net Fixed Assets 692, 701
Investments 2,657,396
Net Current Assets 1,014,169
Misc. Expenditure -
Deferred Tax Asset/(Liability) (16,386)
IV) Performance of Company (Amount in Rs. Thousands)
Turnover 3,918,034
Total Expenditure (2,844,999)
Profit/(Loss) Before Tax 1,073,035
Profit/(Loss) After Tax 763, 650
Earning Per Share - Basic (Rs.) 20.54
Dividend Rate 70%
V) Generic Names of Three Principal Products/Services of Company (as per monetary terms)
Item Code No. (ITC Code) Nil
Product Description Information Technology Consultancy
Item Code No. (ITC Code) Nil
Product Description Trading in Computer Hardware/Software
Additional Information as required under Part IV
of Schedule VI to the Companies Act, 1956
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
85
AUDITORS REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
TO THE BOARD OF DIRECTORS OF TATA TECHNOLOGIES LIMITED
1. We have audited the attached Consolidated Balance Sheet of Tata Technologies Limited (the
Company), its subsidiaries and jointly controlled entity (the Company its subsidiaries and jointly
controlled entities constitute the Group) as at March 31, 2010 and the Consolidated Profit and Loss
Account and the Consolidated Cash Flow Statement of the Group for the year ended on that date,
both annexed thereto. The Consolidated Financial Statements includes investments in jointly controlled
entities accounted in accordance with Accounting Standard 27 (Financial Reporting of Interests in Joint
Ventures) as notified under the Companies (Accounting Standards) Rules, 2006. These financial
statements are the responsibility of the Companys management and have been prepared on the basis
of the separate financial statements and other financial information regarding components. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standard generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the Management, as well
as evaluating the overall financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect
total assets of Rs. 74,749 lakhs as at March 31, 2010, total revenues of Rs. 39,450 lakhs and net cash
inflows amounting to Rs.2,833 lakhs for the year ended on that date as considered in the Consolidated
Financial Statements. These financial statements have been audited by other auditors whose reports
have been furnished to us and our opinion, in so far it relates to amounts included in respect of these
subsidiaries, is based solely on the reports of other auditors.
4. We report that the Consolidated Financial Statements have been prepared by the Company in
accordance with the requirements of Accounting Standard 21(Consolidated Financial Statements) and
Accounting Standard 27 (Financial Reporting of Interest in Joint Ventures) as notified under the
Companies (Accounting Standard) Rules 2006.
5. Based on our audit and on consideration of the separate audit reports on individual financial statements
of the Company, its aforesaid subsidiaries and to the best of our information and according to the
explanations given to us, in our opinion, the Consolidated Financial Statements give a true and fair
view in conformity with the accounting principles generally accepted in India;
i) in case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31,
2010;
ii) in the case of the Consolidated Profit and Loss Account, of the profit of the Group for the year
ended on that date; and
iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year
ended on that date.
Hemant Joshi
Place: PUNE Partner
Date: 12th May 2010 Membership No: 38019
86
in Rs lakhs.
SOURCES OF FUNDS
SHAREHOLDERS FUNDS
Share Capital 1 3,724.46 3,715.81
Advance towards Share Capital - 2.04
Reserves and Surplus 2 30,996.36 30,471.21
34,720.82 34,189.06
LOAN FUNDS
Secured Loans 3 2,517.67 6,859.38
Unsecured Loans 4 27,316.71 26,095.90
29,834.38 32,955.28
DEFERRED TAX LIABILITY 163.86 104. 37
[Note 13.6.c Schedule 13]
TOTAL FUNDS EMPLOYED 64,719.06 67,248.71
APPLICATION OF FUNDS
GOODWILL [Note 13.6.f Schedule 13] 32,887.66 36,303.14
FIXED ASSETS
Gross Block 5 18,029.32 16,279.46
Less: Depreciation and amortisation 10,627.21 10,332.10
Net Block 7,402.11 5,947.36
Capital Work in Progress & Advance Payments 62.17 88.91
7,464.28 6,036.27
INVESTMENTS 6 4,409.70 2,700.44
DEFERRED TAX ASSET [Note 13.6.c Schedule 13] 890.92 906. 32
CURRENT ASSETS, LOANS AND ADVANCES
Inventories 534.11 187. 24
Sundry Debtors 7 22,303.60 28,299.16
Cash and Bank Balances 8 9,396.82 5,401.82
Other Current Assets 9 6.23 2.97
Loans and Advances 10 12,971.14 10,984.95
45,211.90 44,876.14
Less: CURRENT LIABILITIES AND PROVISIONS
Liabilities 11 22,091.28 21,635.25
Provisions 12 4,054.12 1,938.35
26,145.40 23,573.60
NET CURRENT ASSETS 19,066.50 21,302.54
TOTAL FUNDS APPLIED 64,719.06 67,248.71
Consolidated Balance Sheet as at March 31, 2010
The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.
This is the Balance Sheet referred to in our report.
Samrat Gupta
Anubhav Kapoor
Company Secretary
Hemant Joshi
Partner
Date: May 12, 2010
Place: Pune
P P Kadle Director
Date: May 12, 2010
Place: Mumbai
87
in Rs lakhs.
INCOME
Income from Services A 78,681.38 87,503.80
Sale of Products B 28,357.26 32,739.87
Other Income C 2,758.25 3,875.26
109,796.89 124,118.93
EXPENDITURE
Cost of Traded Items & Services D 18,806.46 23,565.90
AMC Charges E 330.21 194. 14
Consultancy fees, Softwares and others F 17,881.59 21,006.81
Payroll and Related Expenses G 48,652.29 56,835.18
Communication Expenses H 1,001.32 742. 47
Administration & Marketing Expenses I 7,525.72 9,587.59
Finance Charges J 1,205.23 1,221.38
Depreciation and amortisation 5 1,467.62 1,479.05
Bad Debts written off 164.30 19.05
Provision for Bad and Doubtful debts 37.79 178. 30
97,072.53 114,829.87
PROFIT FOR THE PERIOD BEFORE EXCEPTIONAL ITEMS AND TAX 12,724.36 9,289.06
(Gain)/loss on liquidation of subsidiaries (Net) 127.63 -
PROFIT / (LOSS) BEFORE TAX 12,596.73 9,289.06
- Current Tax 3,547.37 2,914.67
- Earlier year - 22.20
- Deferred Tax charge/(credit) (50.60) (339.61)
- Fringe Benefit Tax - 105. 25
PROFIT / (LOSS) AFTER TAX 9,099.96 6,586.55
Balance Brought forward from Previous Year 6,675.09 2,861.13
PROFIT AVAILABLE FOR APPROPRIATIONS 15,775.05 9,447.68
APPROPRIATIONS
Dividend
- Interim Dividend - 1,114.19
- Final Dividend 2,603.12 742. 79
Tax on dividend 432.34 315. 59
Transfer to General Reserve 800.00 600. 00
Balance carried to Balance Sheet 11,939.59 6,675.11
15,775.05 9,447.68
E.P.S (Equity Shares, par Value Rs. 10 each) [note 13.6.e, Schedule 13]
- Basic (in Rs.) 24.47 17.73
- Diluted (in Rs.) 24.33 17.59
Consolidated Profit and Loss Account for the year ended March 31, 2010
The Schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account.
This is the Profit & Loss Account referred to in our report.
Samrat Gupta
Anubhav Kapoor
Company Secretary
Hemant Joshi
Partner
Date: May 12, 2010
Place: Pune
P P Kadle Director
Date: May 12, 2010
Place: Mumbai
88
in Rs lakhs.
Mar 31, 2010 Mar 31, 2009
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit after Taxation and Extraordinary Items 9,099.96 6,586.55
Depreciation 1,467.62 1,479.05
Provision for Wealth Taxes 0.98 3.04
Provision for Income Tax 3,547.37 2,936.87
Provision for Deferred Tax (50.60) (339.61)
Provision for Fringe Benefit Tax - 105.25
(Profit) / Loss on Sale of Fixed Assets 1.34 7.97
Interest Paid 1,205.22 1,221.38
Exchange differences 526.06 (255.29)
Provision for Doubtful Debts (1,815.93) -
Operating profit before Working Capital Changes 13,982.02 11,745.21
Adjustments for :
Income Accrued (8.41) 1.32
Inventories (371.05) 88.88
Debtors 2,100.58 (757.82)
Loans & Advances to Employees 32.75 (63.42)
Bills of Exchange 452.69 (452.69)
Advance to Supplier, Contractors & Others (666.83) (192.32)
Deposits with Govt. Bodies & Others (5.11) (5.70)
Prepaid Expenses (1,345.14) (268.13)
Sundry Creditors 1,690.18 (1,205.09)
Advance & Progress Payments 6.23 (22.04)
Provision for Staff Welfare Expenses (139.33) (115.60)
Provision for Waranty (3.03) (2.07)
Unearned Income (348.20) 878.46
Advance Tax / Tax Deducted at Source (3,854.26) (4,115.72)
NET CASH FLOW (USED IN)/GENERATED FROM OPERATING ACTIVITIES 11,523.09 5,513.27
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of Fixed Assets 19.51 26.86
Payment for Purchase of Fixed Assets (2,968.89) (1,536.74)
Investment in Mututal Fund (made)/sold (net) (1,709.26) (2,700.44)
NET CASH FLOW (USED IN)/GENERATED FROM INVESTING ACTIVITIES (4,658.64) (4,210.32)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares including Premium 31.12 34.53
Interest Paid (1,205.22) (1,221.38)
Dividends Paid (including Dividend Tax) (975.86) (2,863.62)
Inter Corporate Deposits (Net) (1,300.00) (395.00)
Proceeds from Short Term borrowings (26,217.13) -
Proceeds from Cash Credit arrangement 225.26 890.53
Proceeds from Long Term borrowings 24,898.49 4,200.13
Repayment of Long Term borrowings (56.26) (156.11)
NET CASH FLOW (USED IN)/GENERATED FROM FINANCING ACTIVITIES (4,599.60) 489.08
NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 2,264.85 1,792.03
Cash & Cash equivalents at the beginning of the period/year 5,401.83 3,933.74
Add: Translation adjustment on Cash & Bank balances of foreign subsidiaries (545.90) 379.91
Add: Translation adjustment on reserves of foreign subsidiaries 2,276.04 (703.85)
Cash & Cash equivalents at the end of the period 9,396.82 5,401.83
NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 2,264.85 1,792.03
Consolidated Cash Flow Statement
Samrat Gupta
Anubhav Kapoor
Company Secretary
Hemant Joshi
Partner
Date: May 12, 2010
Place: Pune
P P Kadle Director
Date: May 12, 2010
Place: Mumbai
89
in Rs lakhs.
SCHEDULE - A
Mar 31, 2010 Mar 31, 2009
INCOME FROM SERVICES
Income from Services 78,681.38 87,503.80
78,681.38 87,503.80
SCHEDULE - B
Mar 31, 2010 Mar 31, 2009
SALE OF PRODUCTS
Traded Products 27,371.23 31,449.26
Own Products 986.03 1,290.61
28,357.26 32,739.87
SCHEDULE - C
Mar 31, 2010 Mar 31, 2009
OTHER INCOME
Interest Income * 617.53 504. 81
Commission Income 1,641.81 2,592.98
Profit on Sale of Investments - 0.51
Miscellaneous Income 465.70 682. 36
Excess provision written back - 83.72
2,758.25 3,875.26
*Tax deducted at source on interest is Rs.85.77 Lakhs (Rs.85.93 Lakhs in 2008-09)
SCHEDULE - D
Mar 31, 2010 Mar 31, 2009
COST OF TRADED GOODS & SERVICES
Purchase of Products/Services for Sale
Purchase of Products/Services 19,153.33 23,536.16
19,153.33 23,536.16
Change in Stock in Trade
Opening Stock 187.24 216. 98
Less : Closing Stock 534.11 187. 24
(346.87) 29.74
18,806.46 23,565.90
SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT
90
in Rs lakhs.
SCHEDULE - E
Mar 31, 2010 Mar 31, 2009
AMC CHARGES
AMC Charges on SAP End User Licenses 22.03 19.15
AMC Charges (Others) 308.18 174. 99
330.21 194. 14
SCHEDULE - F
Mar 31, 2010 Mar 31, 2009
CONSULTANCY FEES, SOFTWARES & OTHERS
Outsourcing Charges 16,168.97 19,540.11
Software-internal use 384.39 176. 94
Consultancy Fees 700.63 482. 40
Professional Fees 434.29 571. 70
Training Costs 193.31 225. 79
Subscription Costs - 9.87
17,881.59 21,006.81
SCHEDULE - G
Mar 31, 2010 Mar 31, 2009
PAYROLL & RELATED EXPENSES
Salaries and Allowances 47,020.98 55,249.57
Superannuation 282.20 330. 83
Provident Fund 586.79 579. 69
Staff welfare Expenses 652.51 642. 72
Gratuity 109.81 32.37
48,652.29 56,835.18
SCHEDULE - H
Mar 31, 2010 Mar 31, 2009
COMMUNICATION EXPENSES
Telephone Expenses / Fax Charges 727.98 599. 98
ISDN Charges 273.34 142. 49
1,001.32 742. 47
91
in Rs lakhs.
SCHEDULE - I
Mar 31, 2010 Mar 31, 2009
ADMINISTRATION & MARKETING EXPENSES
Expenses for Administration / Marketing
Repairs & Maintenance
- Buildings 186.50 22.82
- Plant & Machinery 21.72 127. 54
- Others 143.04 241. 88
Rent 1,257.60 1,332.64
Rates and Taxes 91.56 62.51
Provision for Wealth Tax 0.98 0.56
Insurance 217.68 181. 53
Overseas Marketing Expenses 260.12 342. 45
Advertisement and Publicity 1.16 134. 27
Business Promotion Expenses 43.27 44.25
Office Expenses 510.57 729. 97
Travelling & Conveyance 2,983.09 3,917.20
Power & Fuel 313.55 264. 86
Water Charges 19.86 21.20
Auditors Remuneration 154.27 173. 25
Staff Training and Seminar Expenses 81.74 187. 14
Staff Recruitment Expenses 138.49 254. 45
Commision to Others 18.48 2.99
Foreign Currency (Gain)/Loss - (Net) 452.66 186. 21
Other Expenses 629.38 1,359.87
7,525.72 9,587.59
SCHEDULE - J
Mar 31, 2010 Mar 31, 2009
FINANCE CHARGES
Interest on Cash Credit 902.52 170. 81
Interest on Packing Credit Loan 158.66 356. 48
Interest on Term Loan 131.79 680. 78
Interest on Vehicles under Finance Lease/Loans 8.04 10.51
Interest Expense - Others 4.21 2.80
1,205.22 1,221.38
92
in Rs lakhs.
Mar 31, 2010 Mar 31, 2009
SHARE CAPITAL
Authorised :
60,000,000 ordinary shares of Rs. 10/- each 6,000.00 5,000.00
700,000 0.01% Cumulative Non-participative Compulsorily
convertible Preference Share of Rs. 10/- each 70.00 -
(P.Y. Nil) 6,070.00 5,000.00
Issued, Subscribed and Paid-up :
37,244,591 equity shares of Rs. 10/- each (P.Y. 37,158,104 equity 3,724.46 3,715.81
shares of Rs. 10/- each)
3,724.46 3,715.81
Note:
Of the above shares, 2,000,000 shares were allotted to Tata Motors Ltd. as fully paid pursuant to a contract, without
payments being received in cash.
30,300,600 equity shares are held by Tata Motors Limited, the holding company (P.Y. 30,300,600 equity shares)
Mar 31, 2010 Mar 31, 2009
RESERVES AND SURPLUS
Capital Reserve [note 13.6.f Schedule 13] 65.49 98.93
Securities Premium
Adjustments during the year * (4,665.76) -
* Refer Note no 13.6.j of Schedule 13
General Reserves
As at the beginning of the period 1,683.08 1,083.08
Additions during the period 800.00 600. 00
Profit & Loss Account 11,939.59 6,675.09
Translation Reserve (4,388.48) (3,523.81)
30,996.36 30,471.21
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET
93
in Rs lakhs.
SCHEDULE - 3
As at As at
Mar 31, 2010 Mar 31, 2009
SECURED LOANS
From Bank on Cash Credit Account 2,477.82 2,609.59
[Secured by hypothecation of book debts/accounts receivable
and movable fixed assets(excluding certain vehicles)]
Foreign Currency Loan from Banks - 4,173.94
[Secured by hypothecation of book debts]
Vehicle Loan 39.85 75.85
[Secured by hypothecation of vehicles financed]
2,517.67 6,859.38
SCHEDULE - 4
As at As at
Mar 31, 2010 Mar 31, 2009
UNSECURED LOANS
Foreign Currency Loan from Banks 27,316.71 26,095.90
27,316.71 26,095.90
in Rs lakhs.
SCHEDULE - 5
FIXED ASSETS
GROSSBLOCK DEPRECIATIONBLOCK NETBLOCK
As at Additions Deductions Exchange As at As at For the Deductions Exchange As at As at As at
Mar 31, Difference Mar 31, Mar 31, year Difference Mar 31, Mar 31, Mar 31,
2009 2010 2009 Mar 31, 2010 2010 2010 2009
FIXED ASSETS
LeaseholdLand 409.35 - - - 409.35 36.19 4.31 - - 40.50 368.85 373.16
Buildings 2,208.66 9.46 - - 2,218.12 379.56 92.39 - - 471.95 1,746.17 1,829.10
Plant &Machinery@ 8,424.66 327.20 357.35 (397.53) 7,996.98 6,213.43 671.79 348.07 (379.65) 6,157.50 1,839.48 2,211.23
Furniture&Fixtures@ 1,780.94 117.22 111.34 (133.60) 1,653.22 1,103.54 162.98 111.27 (57.33) 1,097.92 555.30 677.40
Vehicles ** 305.94 68.21 67.80 (5.20) 301.15 199.93 62.63 56.31 (4.61) 201.64 99.51 106.01
Software Licenses@ 3,141.84 2,509.98 - (208.60) 5,443.22 2,398.76 473.14 - (215.22) 2,656.68 2,786.54 743.08
Copyrights 8.08 - - (0.80) 7.28 0.68 0.38 - (0.04) 1.02 6.26 7.40
Total 16,279.47 3,032.07 536.49 (745.73) 18,029.32 10,332.09 1,467.62 515.65 (656.85) 10,627.21 7,402.11 5,947.38
Previousyear 14,378.53 1,470.91 441.40 871.42 16,279.46 8,494.95 1,479.04 406.55 764.66 10,332.10 5,947.36 5,883.58
Capital Work in Progress * 62.17 88.91
Notes:
* Capital Work in Progress includes capital advance payments of Rs.14.22 Lakhs (as at 31st March 2009 Rs.14.25 Lakhs)
** Vehicles includes Rs.158.41 Lakhs acquired on loan, hypothecated with Tata Finance Ltd & ICICI Bank Ltd. (as at 31st
March 2009 Rs.156.88 Lakhs)
@ Movable Fixed Assets other than vehicles are hypothecated against Cash Credit facilities outstanding with Corporation
Bank.
94
in Rs lakhs.
SCHEDULE - 6
As at As at
Mar 31, 2010 Mar 31, 2009
INVESTMENTS
TRADE (UNQUOTED) - at cost
(a) Long-term investments
i) Investment in Subsidiary Companies
Lemmerport BV(formerly known as INCAT Engineering Solutions BV) 10.91 12.41
a 100% subsidiary company of INCAT Holdings BV
10.91 12.41
Less: Provision for diminution in value of investment (10.91) (12.41)
- -
(b) Current Investments (At Cost or Fair value whichever is lower)
Investments in Mutual Funds (Unquoted)
HDFC Floating rate Income Fund - series 2035 - Units 991,974.923 value 100.00 -
Rs 10.0809 each
(NAV as on 31.03.2010 Rs. 10.0809 per unit (P.Y.Nil))
HDFC 3006 Cash Management Fund - Units 7,993,922.228 value 850.27 -
Rs. 10.6364 each
Birla Sunlife Cashplus Savings Fund - series B503DD - Units 18,007,805.578 1,804.29 -
value Rs. 10.0195 each
(NAV as on 31.03.2010 Rs. 10.0195 unit (P.Y.Nil))
Birla Sunlife Short Term Fund - series B85DD - Units 2,000,724.502 value 200.18 -
Rs. 10.0055 each
Birla series B47 - Nil (P.Y.Units 4,999,251 value Rs. 10.0030 each. - 500. 08
TATA - Liquid Super High Investment Fund- Scheme TLSD01- 450.68 500. 09
Units 40436.807 value Rs.1114.52 each.
(NAV as on 31.03.2010 Rs. 1114.52 per unit (P.Y.Units 44870.191
value Rs. 1114.52 each. (NAV as on 31.03.2009 Rs. 1114.52 per unit )
Kotak Liquid (Institutional Premium) - Unit 5,979,328.9810 value 731.16 500. 07
Rs. 12.2281 each (NAV as on 31.03.2010 Rs. 12.2281 per unit)
Reliance Liquidity Fund-Daily dividend Reinvestment option - Nil - 500. 08
LIC Liquid Find - dividend Plan - Unit 2,487,441.877 value Rs. 10.9801 each 273.12 700. 13
(NAV as on 31.03.2010 Rs. 10.9801 per unit)
(Refer Note no. 3.g of Schedule 13 )
4,409.70 2,700.45
4,409.70 2,700.45
95
in Rs lakhs.
SCHEDULE - 7
As at As at
Mar 31, 2010 Mar 31, 2009
SUNDRY DEBTORS
(a) Over six months old (unsecured)
Considered good 431.89 2,938.30
Considered doubtful 2,086.93 443. 76
(b) Others (unsecured)
(c) Others (unsecured)Considered good* 21,871.71 25,360.86
24,390.53 28,742.92
Less : Provision for doubtful debts 2,086.93 443. 76
22,303.60 28,299.16
* Debtors include unbilled revenue of Rs. 1,001.85 Lakhs [Rs.1,693.04 Lakhs as at Mar31, 2009]
SCHEDULE - 8
As at As at
Mar 31, 2010 Mar 31, 2009
CASH & BANK BALANCES
Cash on hand 3.53 17.90
Cheques on Hand 297.08 1,101.46
Balances with Scheduled Banks:
in Current Accounts 2,441.12 1,256.57
in Deposit Accounts* 2,792.14 144. 68
Balances with Non-Scheduled Banks
in Current Accounts 3,798.46 2,726.91
in Deposit Accounts 64.49 154. 30
9,396.82 5,401.82
Note:
* Pledged/lien with the Bankers for obtaining Bank Guarantees/LCs/LUTs - Rs.2,188.16 Lakhs[Rs.20.03 Lakhs as at Mar31, 2009]
SCHEDULE - 9
As at As at
Mar 31, 2010 Mar 31, 2009
OTHER CURRENT ASSETS
Income accrued
Interest Accrued on Deposits 6.23 2.97
6.23 2.97
SCHEDULE - 10
As at As at
Mar 31, 2010 Mar 31, 2009
LOANS & ADVANCES
(Unsecured - considered good)
Loans & Advances to Employees * 710.20 889. 06
Bills of Exchange - 452. 69
Advances to Suppliers, Contractors & Others 1,591.26 954. 09
Inter-corporate deposits:
Tata Motors Ltd. (Holding Company) 5,500.00 4,200.00
Deposits With Government, Public Bodies and Others 200.45 202. 83
Prepaid Expenses 1,712.03 1,468.74
Advance Payments against Taxes 3,261.33 2,821.67
12,971.14 10,984.95
Note:
* Includes considered doubtful - Rs. 4.13 Lakhs[Rs.4.13 Lakhs as at Mar 31, 2009]
96
in Rs lakhs.
SCHEDULE - 11
As at As at
Mar 31, 2010 Mar 31, 2009
CURRENT LIABILITIES
Sundry Creditors - Dues to other than Micro, Medium and Small Enterprises 16,839.71 14,817.67
Advance & Progress Payment 1,176.48 1,341.43
Liability towards Investors Education and Protection Fund under Section 205C
of the Companies Act, 1956, not due : Unpaid Dividend 25.11 131. 94
Unearned Income 3,057.36 3,828.45
Other Liabilities 992.62 1,515.76
22,091.28 21,635.25
SCHEDULE - 12
As at As at
Mar 31, 2010 Mar 31, 2009
PROVISIONS
Provision for Taxation (net) * 278.63 165. 43
Provision for Fringe Benefit tax - 0.29
Proposed Dividends 2,603.12 742. 79
Provision for Tax on Dividend 432.34 126. 24
Provision for Staff Welfare Schemes 740.03 900. 15
Provision for Warranty - 3.45
4,054.12 1,938.35
Note:
* Includes provision for wealth tax - Rs. 0.81 Lakhs [Rs.0.56 Lakhs as at Mar 31, 2009]
97
13. BASIS OF CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES
Company Overview
TATA Technologies Limited (TTL or the Company ) was incorporated on August 22, 1994 as a Private
Limited Company in the name of Core Software Systems Private Limited. The name of the Company
was subsequently changed to Tata Technologies (India) Limited. On February 8, 2001, the Company
changed its name from Tata Technologies (India) Limited to Tata Technologies Limited. The Companys
range of services includes IT Consultancy, SAP implementation and maintenance, providing networking
solutions, CAD/CAM engineering & design consultancy. The Company is headquartered in Pune, India.
The Company has seven branches located at Mumbai, Lucknow, Jamshedpur, Bangalore, Puducherry,
Chennai and South Korea that enables it to provide high quality, cost-effective services to clients in
India and abroad.
During October 2005, the Company incorporated a wholly owned subsidiary in Thailand to cater the
need of automotive companies in Thailand and South East Asian countries. Also during October 2005
the Company acquired, through its subsidiary, 100% equity of INCAT International Plc, UK which had
various subsidiaries in US, Europe, Japan and Singapore. A reorganization of various entities under INCAT
was undertaken, to have a single representative legal entity in each country in which the Company
operates, to improve operational efficiency. The Company now has a global presence, through its
subsidiaries, in US, UK, Germany, France, Japan, Mexico, Canada, Singapore and Thailand.
In December, 2005, the Company acquired 100% stake in Tata Technologies Pte Ltd. a Singapore based
Company.
In October 2006, the Company sold its 100% equity stake in Tata Technologies ( Thailand) Ltd. to its
wholly owned subsidiary viz. Tata Technologies Pte Ltd., Singapore at a value determined by an
independent valuer.
The Company provides Engineering and Design services (E&D) and Product Lifecycle Management (PLM)
products and services, primarily to manufacturers and their suppliers in the international automotive,
aerospace and engineering markets. The offshore capabilities of the Company in the field of engineering
automation services combined with the high-end onshore strengths of subsidiaries are expected to
offer a strong and seamless onshore/offshore delivery capability to the international customers in the
automotive, aerospace and engineering industries.
13.1. Basis of consolidation
The consolidated financial statements relate to the Company, its subsidiary companies and joint
venture. The Company its subsidiaries and joint venture constitute the Group.
13.2. Basis of accounting
The financial statements are prepared under the historical cost convention, in accordance with
Indian Generally Accepted Accounting Principles (GAAP). GAAP comprises the mandatory accounting
standards prescribed under Section 211(3C) of the Companies Act, 1956. Accounting policies have
been consistently applied except where a newly issued accounting standard is initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto
in use. The financial statements of the subsidiary companies and joint venture used in the
consolidation are drawn up to the same reporting date as of the Company.
13.3. Principles of consolidation
The consolidated financial statements have been prepared on the following basis-
13.3. a The consolidated financial statements are prepared in accordance with the principles
and procedures required for the preparation and presentation of consolidated
financial statements as laid down under the accountings standard on Consolidated
Financial Statements issued by the ICAI.
13.3. b The financial statements of the Company and its subsidiary companies have been
combined on a line by line basis by adding together like items of assets, liabilities,
income and expenses. The intra-group balances and intra-group transactions and
unrealized profits or losses have been fully eliminated. The consolidated financial
statements are prepared by applying uniform accounting policies in use at the Group.
Schedules forming part of the Consolidated Balance Sheet and Profit and Loss
Account for the year ended March 31, 2010
98
13.3. c The excess of cost to the Company of its investments in the subsidiary companies
over its share of equity of the subsidiary companies, at the dates on which the
investments in the subsidiary companies are made, is recognized as Goodwill being
an asset in the consolidated financial statements. Alternatively, where the share of
equity in the subsidiary companies as on the date of investment is in excess of cost
of investment of the Company, it is recognized as Capital Reserve and shown under
the head Reserves and Surplus; in the consolidated financial statements.
13.3. d Minority interest in the net assets of consolidated subsidiaries consists of the amount
of equity attributable to the minority shareholders at the dates on which investments
are made by the Company in the subsidiary companies and further movements in
their share in the equity, subsequent to the dates of investments as stated above.
13.3. e For the purpose of consolidation, the financial statements of foreign subsidiaries have
been translated into its immediate parent companies currency and the same has been
on the following basis:
All income and expenses items are converted at the average rate of exchange
applicable for the year. All assets and liabilities are translated at the closing rate as on
the balance sheet date. The resulting exchange differences on account of translation
at the year end are transferred to translation reserve.
13.3. f The financial statements of the joint venture company has been combined by using
proportionate consolidation method and accordingly, venturers share of each of the
assets, liabilities, income and expenses of jointly controlled entity is reported as
separate line item in the consolidated financial statements.
13.4. Subsidiaries and joint venture Companies considered in the consolidated financial statements:
13.4. a. The following subsidiary companies are considered in the consolidated financial
statements
% of holding either directly
or through subsidiary as at
Name of the Subsidiary Company Country of March 31, March 31,
Incorporation 2010 2009
Direct Subsidiary
1 TATA Technologies Pte. Ltd. Singapore 100 100
Indirect Subsidiaries
2 Tata Technologies (Thailand) Limited Thailand 100 100
3 INCAT International Plc. UK 100 100
4 Tata Technologies Europe Limited UK 100 100
5 INCAT GmbH Germany 100 100
6 INCAT SAS France 100 100
7 INCAT K.K. (1) Japan - 100
8 INCAT Holdings B.V. (2) Netherlands - 100
9 Tata Technologies Inc (formerly USA 99.24 99.24
known as INCAT Systems Inc.) (3)(6)
10 Tata Technologies (Canada) Inc Canada 99.24 99.24
(formerly known as INCAT Solutions
of Canada Inc.) (4)(6)
11 Tata Technologies de Mexico, S.A. Mexico 99.24 99.24
de C.V (formerly known as Integrated
Systems Technologies de Mexico SA
de CV) (5)(6)
(1) INCAT KK, Japan liquidated on July 31, 2009.
(2) INCAT Holdings B.V. liquidated on April 11, 2009
(3) The name changed from INCAT Systems Inc to Tata Technologies Inc w.e.f April 01, 2009.
(4) Name changed to Tata Technologies (Canada) Inc w.e.f. April 01, 2009
(5) The name changed to Tata Technologies de Mexico, S.A. de C.V. w.e.f April 01, 2009
(6) For these subsidiaries though the holding is 99.24 %, the indirect voting power is 100%.
99
13.4. b. The following joint venture company is considered in the consolidated financial
statements:
% of holding as at
Name of the Joint Venture Company Country of March 31, March 31,
Incorporation 2010 2009
TATA HAL Technologies Limited India 50 50
13.5. Significant accounting policies
13.5. a Use of Estimates
The preparation of the financial statements in conformity with GAAP requires the
management of the Company (Management) to make estimates and assumptions that
affect the reported amounts of revenue and expenses during the year and balances
of assets and liabilities and disclosures relating to contingent liabilities as at the date
of financial statements.
Provisions are made for all known losses and liabilities, future unforeseeable factors
that may affect the profit on fixed price service contracts and also towards likely
expenses for providing post-sales client support on such contracts.
13.5. b Revenue recognition
Revenue from services on time and materials contracts is recognized when services
are rendered and related costs are incurred i.e. based on certification of time sheets
and billed to clients as per the terms of specific contracts.In case of fixed price contracts,
revenue is recognized over the life of the contact based on milestones achieved as
specified in the contracts or by proportionate completion method on the basis of the
work completed. Foreseeable losses on such contracts are recognized when probable.
Revenue from rendering Annual Maintenance Services (SAP-ERP) is recognized
proportionately over the period in which services are rendered.
Revenue from third party software products and hardware sale is recognized upon
delivery.
Income from interest and rent is recognized on time proportion basis.
13.5. c Fixed assets
Fixed assets are stated at cost, less accumulated depreciation. Costs include all
expenses incurred to bring the assets to its present location and condition. Direct
costs are capitalized till the assets are ready for use and include financing costs relating
to any borrowing attributable to the acquisition of the fixed assets.
Software not exceeding Rs. 25,000 is charged off to the Profit and Loss Account.
13.5. d Depreciation
Depreciation is provided on Straight Line Method (SLM) over the estimated useful
lives of the assets. Estimated useful lives of assets are as follows:
Type of Asset Estimated useful life (years)
Leasehold Land 95
Buildings 15 to 27.5
Plant and Machinery 1 to 21
Computer Equipments 1 to 4
Furniture and Fixtures 5 to 16
Vehicles 3 to 10
Software Licenses 1 to 5
13.5. e Leases
Lease arrangements where the risks and rewards incident to ownership of an asset
substantially vest with the lessor, are recognized as operating lease. Lease under
operating leases is recognized in the Profit and Loss account on a straight line basis.
100
13.5. f Foreign Currency transactions and translations of foreign operations
Income and expenses in foreign currencies are recorded at the exchange rates
prevailing on the date of the transaction.
Monetary current assets and current liabilities that are denominated in foreign
currency translated at the exchange rates prevalent as at the Balance Sheet date and
the profit / loss so determined and also the realized exchange gains / losses are
recognized in the Profit and Loss Account.
All foreign operations have been identified as non-integral to the operations of the
Company. The translations of functional currency into reporting currency is performed
for balance sheets accounts using the exchange rates in effect at the balance sheet
date and for the revenue and expense accounts using appropriate average exchange
rates for the respective periods. The gains or losses resulting from such translations
are accumulated in a foreign currency translation reserve.
Premium or discount on forward contracts is amortised over the life of such contract
and is recognized as income or expense in the profit and Loss Account
13.5. g Investments
Investments are classified into current investments and long term investments.
Current investments are carried at lower of cost and market value. Any reduction in
Loss carrying amount and reversals of such reductions are charged or credited to the
Profit and Loss Account.
Long term investments are stated at cost less provision for diminution in the value
of such investments. Diminution in value is provided for where the management is
of the opinion that the diminution is of permanent nature.
13.5. h Impairment of Assets
At each balance sheet date, the Company reviews using internal resources the carrying
amounts of its fixed assets to determine whether there is any indication that the
assets suffered an impairment loss. If any such condition exists, the recoverable amount
of the asset is estimated in order to determine the extent of impairment loss.
Recoverable amount is the higher of an assets net selling price and value in use. In
assessing value in use, the estimated future cash flows expected from continuing use
of the asset and from its disposal are discounted to their present value using a pre
tax rate that reflects the current market assessments of time value of money and the
risks specific to the asset.
Reversal of impairment loss is recognized immediately as income in the Profit and
Loss Account.
13.5. i Inventories
Inventories are valued at lower of cost or net realizable value. Cost is ascertained on a
moving weighted average basis.
13.5. j Employee Benefits
(i) Gratuity
The Company has an obligation towards gratuity, a defined benefit retirement
plan covering eligible employees. The plan provides for a lump sum payment
to vested employees at retirement, death while in employment or on termination
of employment of an amount equivalent to 15 to 30 days salary payable for
each comp1eted year of service. Vesting occurs upon completion of five years
of service. The Company makes annual contributions to gratuity fund
established as trust. The Company accounts for the liability for gratuity benefits
payable in future based on an independent actuarial valuation.
(ii) Superannuation
The Company has two superannuation plans, a defined benefit plan and a
defined contribution plan. An eligible employee on April 1, 1996 could elect to
be member of either plan.
Employees who are the members of the defined benefit superannuation plan
are entitled to benefits depending on the years of service and salary drawn.
101
The monthly pension benefits after retirement range from 0.75% to 2% of the
annual basic salary for each year of service. The Company and the said
subsidiaries account for superannuation benefits payable in future under the
plan based on an independent actuarial valuation.
With effect from April 1, 2003, this plan was amended and benefits earned by
covered employees have been protected as at March 31, 2003. Employees covered
by this plan are prospectively entitled to benefits computed on a basis that
ensures that the annual cost of providing the pension benefits would not
exceed 15% of salary.
The Company maintains separate irrevocable trusts for employees covered and
entitled to benefits. The Company contributes up to 15% of the eligible
employees salary to the trust every year. Such contributions are recognized as
an expense when incurred. The Company has no further obligation beyond this
contribution.
(iii) Bhavishya Kalyan Yojana (BKY)
Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of
the plan accrue to an eligible employee at the time of death or permanent
disablement, while in service, either as a result of an injury or as certified by the
appropriate authority. The monthly payment to dependents of the deceased /
disabled employee under the plan equals 50% of the salary drawn at the time
of death or accident or a specified amount, whichever is higher. The Company
accounts for the liability for BKY benefits payable in future based on an
independent actuarial valuation.
(iv) Post-retirement Medicare Scheme
Under this Scheme employees get medical benefits subject to certain limits of
amount, periods after retirement and types of benefits, depending on their grade
and location at the time of retirement. The Company account for the liability
for post-retirement medical scheme based on an independent actuarial
valuation.
(v) Provident Fund
The eligible employees of the Company are entitled to receive benefits under
the provident fund, a defined contribution plan, in which both employees and
the Company make monthly contributions at a specified percentage of the
covered employees salary (currently 12% of employees salary). The provident
fund contributions, as specified under the law, are paid to the provident fund
set up as irrevocable trust by the Company and pension amount is paid to
Regional Provident Fund Commissioner and the Central Provident Fund under
the State Pension Scheme.
(vi) Compensated absences
The Company provides for the encashment of leave or leave with pay subject
to certain rules. The employees are entitled to accumulate leave subject to certain
limits, for future encashment. The liability is provided based on number of days
of unutilized leave at each balance sheet date on the basis of an independent
actuarial valuation.
13.5. k Taxation
Current income tax expense comprises taxes on income from operations in India and
foreign tax jurisdictions. Income tax payable in India is determined in accordance with
the provisions of Income Tax Act, 1961. Tax expense relating to overseas operations is
determined in accordance with tax laws applicable in countries where such operations
are domiciled.
Deferred tax expense or benefit is recognized on timing differences being the
difference between taxable income and accounting income that originate in one period
and are capable of reversal in one or more subsequent periods. Deferred tax assets
and liabilities are measured using the tax rates and the tax laws that have been
enacted or substantively enacted by the Balance Sheet date.
102
Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses
are recognized to the extent that there is virtual certainty that taxable income will be
available to realize these assets. All other deferred tax assets are recognized to the
extent that there is reasonable certainty that future taxable income will be available
to realize these assets.
13.5. l Employee Stock Options
In accordance with the Employee Stock Option Scheme and Employee Stock Purchase
Scheme Guidelines, 1999 issued by Securities and Exchange Board of India (SEBI), the
Company introduced Employee Stock Option Plan 2001( TTESOP 2001) in 2000-01. As
per the Plan, the options were granted at fair value as determined by an independent
valuer as on the date of the grant and hence no compensation cost has been
recognized.
13.5. m Earnings per share
The earnings considered in ascertaining the Companys earnings per share comprise
the net profit after tax and include the post-tax effect of any extra-ordinary items.
The number of shares used in computing basic earnings per share, is the weighted
average number of shares outstanding during the year. The number of shares used
in computing diluted earnings per share comprises the shares considered for deriving
basic earnings per share and also number of equity shares that could have been issued
on the conversion of all dilutive potential equity shares.
13.5. n Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset are capitalized as part of the cost of that asset.
Borrowing costs are capitalized as part of the cost of a qualifying asset when it is
probable that they will result in future economic benefits to the enterprise and the
costs can be measured reliably. Other borrowing costs are recognized as an expense
in the year in which they are incurred.
13.5. o Provisions, contingent liabilities and contingent assets
A provision is recognized when the Company has present obligation as a result of
past event and its probable that an outflow of resources will be required to settle the
obligation, in respect of which reliable estimate can be made. The provisions (excluding
retirement benefits) are not discounted to its present value and are determined based
on best estimate required to settle the obligation at the balance sheet date. These are
reviewed at each balance sheet date and adjusted to reflect current best estimates.
Contingent liabilities are not recognized in the financial statements. A contingent asset
is neither recognized nor disclosed in the financial statements.
13.6. Notes to Accounts
13.6. a Contingent liabilities
As at As at
March 31, 2010 March 31, 2009
Rs. Lakhs Rs. Lakhs
a) Bills discounted 5,156.18 6,533.16
b) Income Tax demands disputed in appeals 196.97 196.97
c) Sales Tax demands disputed in appeals 53.01 53.01
d) Service Tax demands disputed in appeals 100.91 -
13.6. b Capital Commitments
The estimated amount of contracts remaining to be executed on capital account and
not provided for is Rs. 378.36 Lakhs ( net of advances) as at March 31, 2010 (March 31,
2009 : Rs. 268.95 Lakhs).
103
13.6. c Major components of deferred tax arising on account of timing differences are:
As at As at
March 31, 2010 March 31, 2009
Rs. Lakhs Rs. Lakhs
Deferred tax liabilities:
Others 62.08 73.39
Sub-total 693.37 436.94
Deferred tax assets:
Depreciation in excess of capital allowances 242.65 286.31
Provision for expenses u/s. 43B 221.75 232.76
Others 956.03 719.82
Sub-total 1,420.43 1,238.89
Deferred Tax Asset /(Liability) Net 727.06 801.95
The Components of deferred tax assets (DTA) / deferred tax liabilities (DTL) referred
above have been aggregated based on the nature of items across various tax
jurisdictions. For the purpose of Balance Sheet disclosure such aggregation has not
been made.
13.6. d Disclosure in respect of Lease assets
1. Disclosure in respect of operating leases:
As at As at
March 31, 2010 March 31, 2009
Rs. Lakhs Rs. Lakhs
Obligations towards non-
cancelable lease
Not later than one year 797.51 1,011.84
Later than one year and not later 1,462.30 1,412.20
than five years
2,259.81 2,424.04
Lease payments recognised 1,244.80 1,225.10
in the statement of profit and
loss for the year
13.6. e Computation of Earnings per share
2009-2010 2008-2009
Earnings Per Share
(a) Profit after tax Rs. Lakhs 9,099.96 6,586.55
(b) The weighted average number Nos. 37,187,364 37,139,680
of Ordinary Shares for Basic EPS
(c) The nominal value per Ordinary Rupees 10.00 10.00
Share
(d) Earnings Per Share (Basic) Rupees 24.47 17.73
(e) Profit after tax for Basic & Rs. Lakhs 9,099.96 6,586.55
Diluted EPS
(f) The weighted average number Nos. 37,187,364 37,139,680
of Ordinary Shares for Basic EPS
(g) Add: Adjustment for Nos. 220,460 306,947
Employee Stock Options
(h) The weighted average number Nos. 37,407,824 37,446,627
of Ordinary Shares
for Diluted EPS
(i) Earnings Per Shares (Diluted) Rupees 24.33 17.59
104
13.6. f Movement in Goodwill and Capital Reserve
As at As at
Goodwill March 31, 2010 March 31, 2009
Rs. Lakhs Rs. Lakhs
Deductions / Adjustments *(109.09) -
during the period
Translation difference (3,306.39) (1,731.05)
As at the end of the year / period 32,887.66 36,303.14
* Deduction of Rs.109.09 lakhs is on account of liquidation of INCAT K.K. Japan
As at As at
Capital Reserve March 31, 2010 March 31, 2009
Rs. Lakhs Rs. Lakhs
As at the beginning of the year 98.93 58.11
Translation difference (33.44) 40.82
As at the end of the year / period 65.49 98.93
13.6. g Employee Benefits
Defined benefits plans / long term compensated absences as per actuarial valuations
as on March 31, 2010
Rs. in lakhs
Gratuity Superannuation Compensated Post-retirement BKY
absences Medicare scheme
2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
i Components of
empl oyer expense
Interest cost 89.21 89.37 32.76 32.77 35.29 33.33 11.94 16.52 5.91 12.64
Expected return on plan assets (93.66) (96.39) (39.23) (36.20) - - - - - -
Actuarial Losses/(Gains) (2.27) (75.06) (15.52) 30.44 (16.82) 125.11 37.19 (94.83) (8.33) (96.25)
Total expense / ( i ncome) 109.17 32.37 3.88 54.10 82.80 178.98 65.69 ( 50. 38) 7.25 ( 74. 35)
recogni sed i n the
Statement of
Prof i t & Loss Account
i i Actual Contri buti on and
Benef i t Payment s f or year
ended 31 March 2010
Actual benefit payments 113.36 113.19 2.45 25.73 154.78 156.96 3.72 3.15 5.19 4.63
Actual Contributions - - 28.32 30.82 154.78 N/A 3.72 N/A 5.19 N/A
iii Net asset/ ( l i abi l i ty)
recogni sed i n bal ance
sheet as at March 31, 2010
Present Value of Defined Benefit 1,212.00 1,106.22 531.15 486.54 420.63 492.61 204.32 142.35 74.15 72.09
Obligation
Fair value of plan assets 1,223.98 1,227.37 546.53 477.48 - - - - - -
Net asset/ ( l i abi l i ty) 11.98 121.15 15.38 ( 9. 06) (420. 63) (492. 61) (204. 32) (142. 35) ( 74. 15) ( 72. 09)
recogni sed i n bal ance
sheet
105
i v Change i n Def i ned Benef i t
Obl i gat i ons ( DBO) duri ng
the year ended
March 31, 2010
Present Value of DBO at beginning of year 1,106.22 1,108.00 486.54 435.70 492.61 470.59 142.35 195.88 72.09 151.06
Interest cost 89.21 89.37 32.76 32.77 35.29 33.33 11.94 16.52 5.91 12.64
Actuarial (gains)/ losses 14.04 (92.42) (11.57) 16.71 (16.82) 125.11 37.19 (94.83) (8.33) (96.25)
Benefits paid (113.36) (113.19) (2.45) (25.73) (154.78) (156.96) (3.72) (3.15) (5.19) (4.63)
Present Val ue of DBO at 1,212.00 1,106.22 531.15 486.54 420.63 492.61 204.32 142.35 74.15 72.09
t he end of year
v Change i n Fai r Val ue of
Assets duri ng the year
ended March 31, 2010
Plan assets at beginning of year 1,227.37 1,261.53 477.48 449.92 N/A N/A N/A N/A N/A N/A
Actual return on plan assets 109.97 79.03 43.18 22.47 N/A N/A N/A N/A N/A N/A
Actual Company contributions - - 28.32 30.82 154.78 156.96 3.72 3.15 5.19 4.63
Benefits paid (113.36) (113.19) (2.45) (25.73) (154.78) (156.96) (3.72) (3.15) (5.19) (4.63)
Pl an assets at the end of year 1,223.98 1,227.37 546.53 477.48 - - - - - -
vi Actuari al Assumpti ons
Discount Rate 8.50% 8.50% 6.75% 6.75% 8.50% 8.50% 8.50% 8.50% 8.50% 8.50%
Expected Return on plan assets 8.00% 8.00% 8.00% 8.00% N/A N/A N/A N/A N/A N/A
Salary escalation 2%-5% 3%-5% N/A N/A 2%-5% 3%-5% N/A N/A 2%-5% 3%-5%
Medical cost inflation N/A N/A N/A N/A N/A N/A 4.00% 4.00% N/A N/A
vii The maj or cat egori es of pl an
assets as percentage of
total pl an assets
Debt securities 99.73% 100% 99.16% 100% N/A N/A N/A N/A N/A N/A
Balances with banks 0.27% 0% 0.84% 0% N/A N/A N/A N/A N/A N/A
vi i i Ef f ect of one percent age One percent age poi nt i ncrease One percent age poi nt decrease
poi nt change i n assumed i n Medi cal i nf l ati on rate i n Medi cal i nf l ati on rate
Medi cal i nf l at i on rat e
2010 2009 2010 2009
DBO as at 31 March 216.65 150.45 193.01 134.89
Service cost for the year 17.43 30.36 15.75 26.94
Interest cost for the year 12.63 20.24 11.31 15.48
The above table does not include Rs. 40.94 lakhs liability accounted towards
Compensated absences of subsidiary and joint venture, which is computed on actual
basis.
13.6. h Considering the financial position and business strategies, management has liquidated
INCAT KK, Japan effective July 31, 2009. Accordingly, consequential adjustments have
been made in the books of accounts.
13.6. i During the year, the Company has revised its policy of providing for doubtful debts
from a specific identification method. Currently provision for doubtful debts is created
as a percentage of the outstanding debts based on ageing. The impact of this change
was an additional provision of Rs.1,815.94 lakhs, which in accordance with the approval
of the High Court as explained in Note 13.6.j of this Schedule has been debited the
Securities Premium Account as per the Court approval.
Rs. in lakhs
Gratuity Superannuation Compensated Post-retirement BKY
absences Medicare scheme
2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
106
13.6. j The Shareholders of the Company at the Extra-Ordinary General Meeting held on
March 5, 2010 approved and the High Court of Judicature at Mumbai vide its order
dated April 16, 2010 have confirmed the utilisation of Securities Premium Account in
accordance with the provisions of Section 78 read with Section 100 to 103 of the
Companies Act, 1956, towards adjustment of the following:
Rs. Lakhs
Employee Severance Cost 1,717.19
Consultancy Cost for implementation of a Business 1,132.64
Restructuring programme
Additional provision for Doubtful Debts arising from a 1,815.94
revision in the policy for providing for doubtful debts
Total 4,665.77
13.6. k Segment Reporting
Primary Segment
Segment reporting is made on the basis of the geographical location of the customer
Rs. Lakhs
USA India Rest of the Total
World
Revenues 38,805.61 30,542.56 39,332.77 108,680.94
53,958.59 30,839.10 38,644.23 123,441.92
Identifiable 38,533.94 17,814.77 35,874.45 92,223.16
operating expenses 50,686.76 19,700.99 35,648.51 106,036.26
Allocated expenses 113.18 692.07 126.80 932.05
44.36 538.03 83.30 665.69
Segmental operating 158.49 12,035.72 3,331.52 15,525.73
Income 3,227.46 10,600.08 2,912.44 16,739.98
Unallocable expenses 4,044.96
8,127.92
Other Income 1,115.96
677.00
Net profit before taxes 12,596.73
9,289.06
Taxes 3,496.77
2,702.51
Net profit after taxes 9,099.96
6,586.55
Fixed assets used in the Companys business or liabilities contracted have not been
identified to any of the reported segments, as fixed assets and services are used
interchangeably between reported segments.
Secondary Segment
The complete operations of the Company have been treated as a single segment
Information technology services.
Previous year figures are shown in italic.
13.6. l Auditors Remuneration*
2009-10 2008-09
Rs. Lakhs Rs. Lakhs
i) For services as auditors, including quarterly audits 144.17 146.09
ii) For Tax Audit 3.00 3.00
iii) For Other services 6.99 11.84
iv) Reimbursement of out-of-pocket expenses 0.11 12.32
154.27 173.25
* Excluding service tax
107
13.6. m Related Party Disclosures for the year ended March 31, 2010
a) Related party and their relationship
1 Parent Company Tata Motors Ltd
2 Fellow subsidiaries 1 TAL Manufacturing Solutions Ltd
2 HV Axles Ltd
3 HV Transmission Ltd
4 Sheba Properties Ltd
5 Concorde Motors (India) Ltd
6 Telco Construction Equipment Co. Ltd
7 Tata Daewoo Commercial Vehicle Co. Ltd
8 Tata Motors Insurance Broking & Advisory
Services Ltd
9 Tata Motors European Technical Centre Plc
10 Tata Motors Finance Ltd
11 Tata Marcopolo Motors Ltd
12 Tata Motors (Thailand) Ltd
13 TML Holdings Pte Ltd, Singapore
14 TML Distribution Company Ltd
15 Hispano Carrocera S.A.
(w.e.f. October 16, 2009)
16 Tata Motors (SA) (Proprietory) Ltd
17 Miljobil Grenland AS
18 Miljobil Innovasjan AS (Merged with
Miljobil Grenland AS w.e.f. October 12, 2009)
19 Serviplem S.A
20 Comoplesa Lebrero S.A
21 Baryval Assistencia Tecnica S.L
22 Inner Mongolia North Baryval Engineering
Special Vehicle Corporation Ltd
23 JaguarLandRover Ltd
24 Jaguar Cars Ltd
25 Jaguar Cars Overseas Holdings Ltd
26 Jaguar Land Rover Austria GmbH
27 Jaguar Belux NV
28 Jaguar Land Rover Japan Ltd
29 Jaguar cars South Africa (pty) Ltd
30 Jaguar Italia SPA
31 Jaguar Cars Exports Ltd
32 The Daimler Motor Company Ltd
33 The Jaguar Collection Ltd
34 Daimler Transport Vehicles Ltd
35 SS Cars Ltd
36 The Lanchester Motors Company Ltd
37 Jaguar Hispania Sociedad
38 Jaguar Deutschland GmbH
39 Land Rover UK
40 Land Rover Group Ltd
41 Jaguar Land Rover North America LLC
42 Land Rover Belux S.A./N.V
43 Land Rover Ireland Ltd
44 Jaguar Land Rover Nederland BV (Name
changed from Land Rover Nederland BV
w.e.f. June 10, 2009)
45 Jaguar Land Rover Portugal - Veiculose
Pecas LDA
108
46 Jaguar Land Rover Australia Pty Ltd
47 Land Rover Exports Ltd
48 Land Rover Italia SpA
49 Land Rover Espana SL
50 Land Rover Deutschland GmbH
51 Jaguar & Land Rover Asia Pacific Company
Ltd. (Liquidated w.e.f. October 12, 2009)
52 Jaguar Land Rover Mexico SA de CV
53 Jaguar Land Rover Korea Company Ltd
54 Jaguar Land Rover Automotive Trading
(Shanghai) Company Ltd
55 Jaguar Land Rover Canada ULC
56 Jaguar Land Rover France, SAS
57 Jaguar Land Rover (South Africa) (Pty) Ltd
58 Jaguar Land Rover Brazil LLC (incorporated
on 01.04.2009)
59 Limited Liability Company Jaguar Land
Rover (Russia) (incorporated on 01.04.2009)
60 Land Rover Parts Ltd (incorporated on
02.04.2009)
61 Land Rover Parts US LLC (incorporated on
19.06.2009)
62 Carrosseries Hispano Maghreb, Morocco
3 Joint Venture Tata HAL Technologies Ltd
4 Associates of 1 Tata Cummins Ltd
Parent Company 2 Tata Precision Industries Pte. Ltd
3 Fiat India Automobiles Ltd
4 Automobile Corporation of Goa Ltd
5 Nita Co Ltd
6 Tata AutoComp Systems Ltd
7 Telcon Ecoroad Resurfaces Pvt. Ltd
5 Key Management Personnel Mr. P. R. McGoldrick
6 Key Management Personnel 1 Mr. Warren K Harris
in subsidiary companies & 2 Mr. Samir Yajnik
Joint Venture 3 Mr. Henry Hutchinson
4 Mr. Fernando Oviedo
5 Mr. David Myers
6 Mr. Lawrence James
7 Mr. Marcus Schleer
8 Mr. Ramesh Indhewat
9 Mr. Yoshihiko Takebe
10 Mr. T Rajasekaran
11 Mr. Lokesh Shrivastava
109
b) Transactions with related parties (Rs. In Lakhs)
A statement of transactions with the related parties is attached herewith.
Particulars Parent Fellow Joint Key
Company subsidiaries Venture Management
Personnel
Sale of goods(inclusive of sales tax) 1,194.28 2,740.47 17.98 -
(2,784.01) (11,157.83) (26.36) -
Services received - - 7.72 1,106.89
- - (10.36) (1,354.91)
Services rendered 21,059.29 19,064.42 - -
(19,473.94) (2,419.34) - -
Finance given (including loans, equity & ICD) 22,900.00 - - -
(25,750.00) - (145.00) -
Finance taken (including loans,equity & ICD) 21,600.00 - - -
(25,355.00) - - -
Interest/Dividend paid/(received)(net) 24.62 - - -
(1,176.18) (0.01) - (39.20)
Amount receivable 1,013.99 3,563.73 18.13 -
(8,507.93) (3,790.75) (87.93) -
Amount payable 15.30 - 4.10 20.16
(37.98) - (9.21) (34.43)
Amount receivable (in respect of loans, 5,500.00 - 273.50 -
Equity & ICD) (4,200.00) - (145.00) -
Amount payable (in respect of loans, 0.64 0.01 - -
Equity & ICD) - (0.01) - -
* Previous years figures are shown in the brackets
13.6. n Conversion into Indian Rupees
For the purpose of consolidation, the financial statements of foreign subsidiaries have been
translated into its immediate parent companies currency and the same has been on the
following basis:
All income and expenses items are converted at the average rate of exchange applicable
for the period. All assets and liabilities are translated at the closing rate as on the balance
sheet date. The resulting exchange differences on account of translation at the period end
are transferred to translation reserve.
13.6. o The previous year/period figures have been re-classified/regrouped and recast to conform
to current periods classification.
110
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.
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
CK
I hereby record my presence at the SIXTEENTHANNUAL GENERAL MEETINGof the Company at 25, Rajiv Gandhi Infotech Park, Hinjawadi,
Pune 411 057, at 3:30 p.m. onTuesday, July 20, 2010.
2010.
Sixteenth
Tuesday, July 20, 2010
1 Rupee
NOTE: The proxy must be returned so as to reach the Registered Office of the Company not less than FORTY-EIGHT HOURS before the
time for holding the aforesaid meeting.
NOTES
NOTES
O

O
O
Canada
China
France
Germany
India
Ireland
Japan
Netherlands
Mexico
Singapore
South Korea
Thailand
United Kingdom
United States
O
Global Development Centres (GDC) O
R&D Centre/Centre of Excellence (CoE)

International Headquarters
JV/Subsidiary/Associate

GLOBAL PRESENCE
Asia Pacifc Headquarters
25 Rajiv Gandhi Infotech Park
Hinjawadi, Pune 411057, India
Tel: +91 20 6652 9090
Europe Headquarters
Prospect Way
London Luton Airport
Bedfordshire, LU2 9QH, UK
Tel: +44 (0) 1582 878750
International Headquarters
5 Shenton Way
UIC Building #22-08
Singapore 068808
Tel: +65 6536 5009
North America Headquarters
41370 Bridge Street,
Novi, Michigan 48375-1302, USA
Tel: + 1 248 426 1482
P
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t
in
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a
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d
C
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m
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a
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io
n
s
.
25 Rajiv Gandhi Infotech Park | Hinjawadi Pune 411057 India
Tel +91 20 66529090 | Fax +91 20 66529035
Email: corporate@tatatechnologies.com
www.tatatechnologies.com

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