Financial Analysis of Tcs and Tech Mahindra

ACCOUNTS PROJECT Submitted By: Kriti Singh Roll No: 236 Section-D, LBSIM, Delhi 1. ) Calculation of Ratios: (All figures used For calculation are in Rs crores) Liquidity Ratios: 1. Current Ratio Formula: Current Ratio=Current Assets /Current Liability Current Ratio of TCS : For 2012: 23275. 09/10465. 01 = 2. 224 For 2011: 17036. 41/7246. 03 = 2. 3511| | Current Ratio of Tech Mahindra: For 2012: 19809/17007 = 1. 16475 For 2011: 18412/15295 = 1. 20379 2. Quick Ratio Formula: Quick Ratio= Quick Current Assets/Current Liability Quick Ratio of TCS:For 2012: 23257. 32/10465. 01 = 2. 223 For 2011: 17013. 59/7246. 03 = 2. 347 Quick Ratio of Tech Mahindra: For 2012: 19807/17007 = 1. 16463 For 2011: 18406/15295 = 1. 20339 3. Cash ratio: Formula: | Cash Ratio of TCS: For 2012: 6003. 37/10465. 01 =0. 5736 For 2011: 4700. 85/7246. 03 =0. 648 Cash Ratio of Tech Mahindra: For 2012: 1389/17007 = 0. 081 For 2011: 1938/15295 = 0. 126 Leverage Ratios: 1. Debt-Assets Ratio: Formula: Debt to Assets = total debt / total assets Debt-Assets Ratio of TCS: For 2012: 116. 26/41394. 49 =0. 0028 For 2011: 69. 27/32681. 04 =0. 0021

Debt-Assets Ratio of Tech Mahindra: For 2012: 11266/63454 = 0. 177 For 2011: 11827/60804 =0. 194 2. Debt Equity Ratio: Formula: Debt to Equity Ratio = (Short Term Debt + Long Term Debt)/Tangible N. W. Debt to Equity Ratio of TCS:For 2012: 116. 26/29840. 13 =0. 003 For 2011: 69. 27/24651. 22 =0. 002 Debt to Equity Ratio of Tech Mahindra: For 2012: 11266/34369 = 0. 327 For 2011: 11827/33810 =0. 349 3. Interest coverage Ratio Formula: Interest Coverage Ratio = (EBIT) / interest.

Interest coverage Ratio of TCS: For 2012: 13945. 54/22. 23 =627. 32 For 2011: 11047. 1/26. 48 =417. 18 Interest coverage Ratio of Tech Mahindra: For 2012: 7494/1025 =7. 3112 For 2011: 9173/1113 =8. 2416 4. Total Debt Ratio: Formula: Total Debt Ratio = Total Debt / Capital Employed Total Debt Ratio of TCS: For 2012: 116. 26/30929. 48 =0. 00375 For 2011: 69. 27/25435. 01 =0. 0027 Total Debt Ratio of Tech Mahindra: For 2012: 11266/46447 = 0. 425 For 2011: 11827/45509 =0. 259 Activity Ratios: 1. Inventory turnover Ratio: Formula: Inventory Turnover Ratio = Cost of Goods Sold/Inventory Cost Inventory turnover Ratio of TCS:For 2012: 35398. 69/ 17. 77 =1992. 04 For 2011: 26907. 89/22. 82 =1179. 132 Inventory turnover Ratio of Tech Mahindra:For 2012: 46638/2 =23319 For 2011: 42861/6 =7143. 5 2. Receivable’s turnover Ratios: Formula: Receivable Turnover Ratio = Sales/ Accounts Receivable Receivable’s turnover Ratio of TCS:For 2012: 48893. 83/11520. 35 =4. 244 For 2011: 37324. 1/8194. 97 =4. 554 Receivable’s turnover Ratio of Tech Mahindra:For 2012: 52430/12431 =4. 217 For 2011: 49655/9643 =5. 149 3. Payable turnover Ratios: Formula: Payable Turnover Ratio = Cost/ Average Payables Payable turnover Ratio of TCS:For 2012: 35398. 69/ 3247. 87 =10. 89 For 2011: 26907. 89/2572. 33 =10. 46 Payable turnover Ratio of Tech Mahindra:For 2012: 46638/4684 =9. 956 For 2011: 42861/3034 =14. 126 4. Fixed assets turnover Ratios: Formula: Fixed assets turnover Ratios = Sales/ Fixed Assets Fixed assets turnover Ratios of TCS: For 2012: 48893. 83/6564. 97 =7. 4 For 2011: 37324. 51/5440. 98 =6. 85 Fixed assets turnover Ratios of Tech Mahindra: For 2012: 52430/8153 =6. 430 For 2011: 49655/6608 =7. 5143 5. Total assets turnover Ratios: Formula: Total assets turnover Ratios = Sales/ Total Assets Total assets turnover Ratios of TCS: For 2012: 48893. 83/11520. 35 =4. 244 For 2011: 37324. 51/8194. 97 =4. 554 Total assets turnover Ratios of Tech Mahindra: For 2012: 52430/63454 =0. 826 For 2011: 49655/60804 =0. 816 Profitability Ratios: 1. PBIT Ratio Formula: PBIT Ratio = EBIT/Sales PBIT Ratio of TCS: For 2012: 13945. 54/48893. 83 =0. 285 For 2011: 11047. 1/37324. 51 =0. 959 PBIT Ratio of Tech Mahindra: For 2012: 7494/52430 =0. 1429 For 2011: 9173/49655 =0. 1847 2. PBT Ratio: Formula: PBT Ratio = EBT/Sales PBT Ratio of TCS: For 2012: 13923. 31/48893. 83 =0. 284 For 2011: 11020. 62/37324. 51 =0. 2952 PBT Ratio of Tech Mahindra: For 2012: 5790/52430 =0. 1104 For 2011: 8060/49655 =0. 1623 3. PAT Ratio: Formula: PAT Ratio= EAT/Sales PAT Ratio of TCS: For 2012: 10413. 4/48893. 83 =0. 212 For 2011: 9068. 04/37324. 51 =0. 242 PAT Ratio of Tech Mahindra: For 2012: 4606/52430 =0. 0878 For 2011: 6967/49655 =0. 1403 4. ROA Ratio: Formula: ROA Ratio= EBIT/ Total Asset ROA Ratio of TCS: For 2012: 13945. 4/41394. 49 =0. 336 For 2011: 11047. 1/32681. 04 =0. 338 ROA Ratio of Tech Mahindra: For 2012: 7494/63454 =0. 118 For 2011: 9173/60804 =0. 15 5. ROE Ratio: Formula: ROE Ratio= EAT/Stockholder’s Equity ROE Ratio of TCS: For 2012: 10413. 4/29840. 13 =0. 348 For 2011: 9068. 04/24651. 22 =0. 367 ROE Ratio of Tech Mahindra: For 2012: 4606/34369 =0. 134 For 2011: 6967/33810 =0. 206 Analysis of Ratios: Liquidity Ratios: Ratio| TCS| Tech Mahindra| | 2012| 2011| 2012| 2011| Current Ratio| 2. 224| 2. 3511| 1. 16475| 1. 20379| Quick Ratio| 2. 2223| 2. 347| 1. 16463| 1. 20339| Cash Ratio| 0. 5736| 0. 648| 0. 081| 0. 126|

Ideal current ratio is 2:1. In case of TCS in both years current ratio is almost equal to it. It means company has just the adequate amount of current assets. In case of Tech Mahindra, Current ratio is less than it in both the years. But it is still greater than 1:1. So the company still has sufficient assets to pay its short term obligations. Quick assets means current assets – inventory – prepaid exp. So, it is more conservative measure. Ideal quick ratio is 1:1. It shows that TCS and Tech Mahindra have very less current investments in terms of inventories and prepaid expenses so the ratios are almost equal to the current ratios.

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Cash ratio is most conservative measure of three as it comprises only cash and marketable securities. TCS keeps more current assets in cash than Tech Mahindra. Leverage Ratios: Ratio| TCS| Tech Mahindra| | 2012| 2011| 2012| 2011| Debt – Assets ratio| 0. 0028| 0. 0021| 0. 177| 0. 194| Debt To Equity Ratio| 0. 003| 0. 002| 0. 327| 0. 349| Interest Coverage Ratio| 627. 32| 417. 18| 7. 3112| 8. 2416| Total Debt Ratio| 0. 00375| 0. 0027| 0. 2425| 0. 259| Analysis of a firm’s capital structure is essential to evaluate its long-term risk and return prospects. Debt – assets ratio implies portion of total debt in capital structure of a company.

The more this ratio is the more risky company is because cost of debt is always greater than cost of equity. So, it is preferred to have more amount of equity than debts. For both TCS and Tech Mahindra, debt ratio is good enough though TCS has better debt ratio. Interest coverage ratio measures the protection available to creditors as the extent to which earnings available for interest cover interest expenses. In case of both companies in both years debt holders are secured as enough profit is available with firm but in case of TCS debt holders are very much secured.

Payment of interest on debentures is always preferred to payment of dividends on equity and preference shares. Activity ratios: Ratio| TCS| Tech Mahindra| | 2012| 2011| 2012| 2011| Inventory Turnover Ratio| 1992. 04| 1179. 132| 23319| 7143. 5| Receivable’s Turnover Ratio| 4. 244| 4. 554| 4. 217| 5. 149| Payable Turnover Ratio| 10. 89| 10. 46| 9. 956| 14. 126| Fixed Assets turnover Ratio| 7. 44| 6. 85| 6. 430| 7. 5143| Total Assets Turnover ratio| 1. 18| 1. 142| 0. 826| 0. 816| Activity ratios describe the relationship between the firm’s sales/cost of goods sold and the assets needed to sustain operating activities.

The higher the ratio, the more efficient the firm’s operations as relatively fewer assets are required to maintain a given level of operation. Inventory turnover ratio measures the efficiency of the firm’s inventory management. A higher ratio means inventory does not remain in warehouses for long time. In both years Tech Mahindra has higher ratio than TCS has. Since both are software companies, need for inventory is very less. Hence the ratios are so high. Receivable turnover ratio measures the efficiencies of the firms credit policies and indicate the level of investment in receivables needed to maintain the firm’s sales level.

The higher this ratio, the lesser the period in which debtors pays money. Its almost similar for both the companies for 2011-12. For 2010-11, Tech Mahindra is slightly ahead in comparison to TCS in this parameter . It implies that Tech Mahindra gives credit to its customer for lesser time period than TCS does. In 2010-11 average credit time given by TCS is 365/4. 554=80 days approx. while by Tech Mahindra is 365/5. 149=70 days. Payable turnover ratio implies the time duration after which company makes payments to its creditors. The higher ayable turnover ratio, the earlier company makes payments to its creditors. TCS’s payable turnover ratio is slightly better than that of Tech Mahindra in 2011-12. For 2010-11, Tech Mahindra has better payable ratio than TCS as it makes payment to its creditors earlier. Fixed assets turnover ratio measures the efficiency of long-term investment. This ratio reflects the level of sales generated by investment in production capacity and shows the efficiency level of fixed assets. The higher this ratio means more productive and efficient are fixed assets or long-term investments.

From table it is clear that investments of TCS are slightly more productive than of Tech Mahindra for 2011-12 but it was reverse by almost the same amount for 2010-11. Total assets turnover ratio considers total assets instead of only current assets so; it measures overall efficiencies of all assets (current fixed). TCS has a better ratio than Tech Mahindra has. Profitability Ratios: Ratio| TCS| Tech Mahindra| | 2012| 2011| 2012| 2011| PBIT Ratio| 2. 224| 2. 3511| 0. 1429| 0. 1847| PBT Ratio| 0. 284| 0. 2952| 0. 1104| 0. 1623| PAT Ratio| 0. 212| 0. 242| 0. 0878| 0. 1403| ROA| 0. 336| 0. 338| 0. 118| 0. 150| ROE| 0. 48| 0,367| 0. 134| 0. 206| This is the most important ratio because both shareholder’s and stakeholder’s profit/gain depends on profitability of company. These ratios measures profitability in terms of % of sales. Debenture holders are much concerned about PBIT(profit before interest and tax) as they are paid interest out of it, government is more concerned about PBT(profit before tax) as it charge tax on this profit, shareholders are more concerned about PAT(profit after tax) as they are paid dividends on the basis of it. For both the companies there is a little change in these ratios over the previothemyear.

Also profitability of TCS is more than Tech Mahindra. ROA measures the management’s ability and efficiency in using the firm’s assets to generate profits and it reports the total return accruing to all providers of capital(debt and equity) while ROE considers amount available for distribution to shareholder’s. Both ROA and ROE are undoubtedly better for TCS than those of Tech Mahindra. TCS is giving superb rate of return on equity to its shareholders as 33-34 % in last two years while that for Tech Mahindra is 15-17%. The relationship between ROA and ROE reflects the firm’s capital structure. 2. Horizontal, Vertical and Trend Analysis Items selected For horizontal, vertical and trend analysis are: Items | TCS| Tech Mahindra| | 2012| 2011| 2012| 2011| Shareholder’s Fund| 29579. 23| 24504. 81| 34432| 33840| Inventory| 17. 77| 22. 82| 2| 6| Fixed Assets| 6564. 97| 5440. 98| 8153| 6608| Cash and bank balance| 6003. 47| 4700. 85| 1389| 1938| Creditors| 3247. 87| 2572. 33| 4684| 3034| Debtors| 11520. 35| 8194. 97| 12431| 9643| Total assets/liabilities| 41394. 49| 32681. 04| 63454| 60804| Vertical Analysis: In vertical analysis Auditors calculate portion of one item in total assets/liabilities in terms of percentages.

Items | TCS| Tech Mahindra| | 2012| 2011| 2012| 2011| Shareholder’s Fund| 71. 45| 74. 98| 54. 26| 55. 65| Inventory| 0. 042| 0. 069| 0. 003| 0. 009| Fixed Assets| 15. 85| 16. 64| 12. 848| 10. 86| Cash and bank balance| 14. 5| 14. 38| 2. 18| 3. 18| Creditors| 7. 846| 7. 871| 7. 381| 4. 9| Debtors| 27. 83| 25. 07| 19. 59| 15. 85| Horizontal Analysis: In horizontal analysis Auditors calculate % change in an item over a base year. Here Auditors are considering 2009-10 as base year and will calculate % change. Items| TCS| Tech Mahindra| | 2012| 2011| 2012| 2011| Shareholder’s Fund| 95. 29| 100| 97. 50| 100|

Inventory| 60. 87| 100| 33. 33| 100| Fixed Assets| 95. 25| 100| 118. 30| 100| Cash and bank balance| 100. 83| 100| 68. 55| 100| Creditors| 99. 68| 100| 150. 63| 100| Debtors| 111. 01| 100| 123. 59| 100| Trend Analysis: For TCS: For Tech Mahindra: 3. Suggestions: i. Creditors: Since the debt ratios are less, there is a lot of assets and equity backing for the debts. It’s a safe bet to lend to both of these companies. ii. Banks and Financial institutions : Interest Coverage ratio is high. So lending to these companies is a safe thing to do. (More so to TCS which has excellent Interest Coverage Ratio) iii.

Investors: Both the companies have high ROE. So it’s a good option to invest in them. Returns of TCS are as high as 34-36% while that of Tech Mahindra are 15-17%. iv. Government: Tax benefits can be tightened a bit. Because with the proportion of sales tax appears to be less. PBT and PAT ratios for both the companies are almost equal. v. Management: Crediting policies should be changed a bit. Because software industry being a intangible industry can’t rely much on low recievables turnover ratio. 4. Accounting Policies TCS Fixed Assets Fixed assets are stated at cost, less accumulated depreciation / amortization.

Costs include all expenses incurred to bring the asset to its present location and condition. Fixed assets exclude computers and other assets individually costing ` 50,000 or less which are not capitalized except when they are part of a larger capital investment program. Depreciation / Amortization Depreciation / amortization on fixed assets, other than freehold land and capital work-in-progress is charged so as to write-off the cost of assets, on the following basis: Type of asset Method Rate / Period Leasehold land and buildings Straight line Lease period Freehold buildings Written down value 5%

Factory buildings Straight line 10% Leasehold improvements Straight line Lease period Plant and machinery Straight line 33. 33% Computer equipment Straight line 25% Vehicles Written down value 25. 89% Office equipment Written down value 13. 91% Electrical installations Written down value 13. 91% Furniture and fixtures Straight line 100% Intellectual property / distribution rights Straight line 24 –60 months Rights under licensing agreement Straight line License period Fixed assets purchased for specific projects are depreciated over the period of the project. Investments

Long-term investments are stated at cost, less provision for other than temporary diminution in value. Current investments, except for current maturities of long term investments, comprising investment in mutual funds are stated at the lower of cost and fair value. Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Purchased goods-in-transit are carried at cost. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at cost, less provision for obsolescence.

Finished goods produced or purchased by the Company are carried at lower of cost and net realisable value. Cost includes direct material and labtheir cost and a proportion of manufacturing overheads. Tech Mahindra Fixed Assets including intangible assets: Fixed assets are stated at cost less accumulated depreciation. Costs comprise of purchase price and attributable costs, if any. Depreciation / amortization of fixed assets: (i) The Company computes depreciation of all fixed assets including for assets taken on lease using the straight line method based on estimated useful lives.

Depreciation is charged on a pro rata basis for assets purchased or sold during the year. Management’s estimate of the useful life of fixed assets is as follows: Buildings 28 years Computers 3 years Plant and machinery 5 years Furniture and fixtures 5 years Vehicles 3-5 Years Office Equipments 5 years (ii) Leasehold land is amortised over the period of lease. (iii) Leasehold improvements are amortised over the period of lease or expected period of occupancy whichever is less. (iv)Intellectual property rights are amortised over a period of seven years. (v) Assets costing upto Rs 5,000 are fully depreciated in the year of purchase. vi)The cost of software purchased for internal use is capitalized and depreciated in full in the month in which it is put to use. Investments: Long term investments are carried at cost. Provision is made to recognise a decline other than temporary in the carrying amount of long term investment. Current investments are carried at lower of cost and fair value. Inventories: Components and parts: Components and parts are valued at lower of cost and net realizable value. Cost is determined on First-In-First Out basis. Finished Goods: Valued at the lower of the cost or net realisable value. Cost is determined on First-In-First Out basis. . ) Key Highlights TCS a. ) Auditor’s Report 1. Auditors have audited the attached Consolidated Balance Sheet of TATA CONSULTANCY SERVICES LIMITED (“the Company”) and its subsidiaries (collectively referred as “the TCS Group”) as at March 31, 2012,the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company’s management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components.

Their responsibility is to express an opinion on these financial statements based on their audit. 2. Auditors conducted their audit in accordance with the auditing standards generally accepted in India. Those Standards require that Auditors 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 statement presentation. Auditors believe that their audit provides a reasonable basis for their opinion. 3. Auditors did not audit the financial statements of certain subsidiaries whose financial statements reflect total assets (net) of ` 4825. 13 crores as at March 31, 2012, total revenues of ` 7601. 89 crores and net cash inflow amounting to ` 514. 17 crores for the year ended on that date.

These financial statements and other financial information has been audited by other auditors whose reports have been furnished to us, and their opinion in so far as it relates to the amounts included in respect of these subsidiaries is based solely on the report of other auditors. 4. Auditors report that the consolidated financial statements have been prepared by the Company’s management in accordance with the requirements of the Accounting Standard (AS) 21, Consolidated Financial Statements prescribed by the Central Government under Section 211 (3C) of the Companies Act, 1956 and other recognized accounting practices and policies. 5.

Based on their audit and on consideration of the separate audit reports on the individual financial statements of the Company and the aforesaid subsidiaries and other financial information of the components, and to the best of their information and according to the explanations given to us, Auditors are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Consolidated Balance Sheet, of the state of affairs of the TCS Group as at March 31, 2012; (ii) in the case of the Consolidated Statement of Prof t and Loss, of the profit of the TCS Group for the year ended on that date; and (iii) in the case of Consolidated Cash Flow Statement, of the cash flows of the TCS Group for the year ended on that date. b. ) Management Discussion The Company’s strategy to support longer term growth is to continually extend the core IT services business by expanding its geographic reach, industry coverage and service capabilities and by deepening existing client elationships, building or acquiring emerging businesses and adopting or creating new business models and business solutions. Risks The Company has put in place an Enterprise-wide Risk Management (ERM) programme based on the Committee of Sponsoring Organisations of the Treadway Commission (COSO) framework. Reports are placed before the Board of Directors at regular intervals. The risk management process is continuously improved and adapted to the changing global risk scenario. The agility of the risk management process is monitored and reviewed for appropriateness with the changing risk landscape. The process of continuous evaluation of risks includes taking stock of the risk landscape on an event driven as well as quarterly basis.

The risk categories covered under the ERM programme includes strategic, operational and financial as well as compliance-related risks across various levels of the organisation. This includes risk assessment and mitigation at the company level, business / functional unit level, relationship level and project level. c. ) Corporate Governance Effective corporate governance practices constitute the strong foundations on which successful commercial enterprises are built to last. These practices are categorised through principle based standards and not just through a framework enforced by regulation. It develops through adoption of ethical practices in all of its dealings with a wide group of stakeholders encompassing regulators, employees, shareholders, customers and vendors.

Strong leadership and effective corporate governance practices have been the Company’s hallmark and it has inherited these from the Tata culture. The Company will continue to focus its resources, strengths and strategies to achieve its vision of becoming a truly global leader in software services, while upholding the core values of excellence, integrity, responsibility, unity and understanding, which are fundamental to the Tata companies. By combining ethical values with business acumen, globalisation with national interests and core business with emerging business, the Company aims to be amongst the largest and most respected global organisations. The Company elieves in adopting the ‘best practices’ that are followed in the area of corporate governance across various geographies. The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. Both these codes are available on the Company’s website. The Company’s corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the Tata Code of Conduct for Prevention of Insider Trading, as also the Code of Corporate Disclosure Practices.

The Company has in place an Information Security Policy that ensures proper utilisation of IT resources. The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges with regard to corporate governance. Tech Mahindra a. ) Auditors’ Report The audit was conducted in accordance with the auditing standards generally accepted in India. Those Standards require that auditors 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. Auditors believe that their audit provides a reasonable basis for their opinion. (a) Auditors have obtained all the information and explanations which to the best of their knowledge and belief were necessary for the purposes of their audit; (b) In their opinion, proper books of account as required by law have been kept by the Company so far as it appears from their examination of those books; (c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the ooks of account; (d) In their opinion, the Balance Sheet, the Statement of Prof t and Loss 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 their opinion and to the best of their information and according to the explanations given to them, 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 31st March, 2012; (ii) In the case of the Statement of Profit and Loss, 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. b. ) Management Discussion Opportunities Growth in Emerging Markets

Compared to the subdued growth expected in developed markets, emerging markets will continue to drive relatively higher growth due to new spectrum licensing, migration to direct to home platforms, broadband penetration, focus on value added services and conducive regulatory environment. This will create opportunities for the software service providers who can assist operators in achieving their business objectives in these areas. Moreover, as the developing world focuses on shift of Mobility, it may bring in huge investments in this area which could create opportunities for companies like Tech Mahindra. Legacy to Next Generation IT transformation

Telecom is a dynamic and evolving industry with high focus on consumers’ changing demands. Service providers around the globe, on the back of dropping legacy revenues and high costs, are looking to transform their clients’ legacy platforms into next generation platforms. This will enable clients to optimize their product portfolio, and rationalize the costs associated with running the systems. These transformation initiatives will lead to outsourcing opportunities. Tech Mahindra has been at the forefront of helping its clients transform their businesses in line with the changing global telecom environment. Increased scope of outsourced activities

Access to talent and cost optimization is the key driver for outsourcing. Telecom service providers are adopting several outsourcing strategies to benefit from off shoring. One of the trends is services which traditionally were done in house are now being included in the scope of global sourcing. In the network domain, network outstheircing provides an opportunity for wide range of services like field services, maintenance & support, E2E implementations and network infrastructure management. Managed services deals to cover network legacy systems have been tried in the mature markets and a similar trend will continue for the coming years. Adoption of Next Generation Technologies

The telecom industry continues to adapt and evolve with new technologies and new ways to communicate. Successive waves of new technology in wire-line, wireless and IP domains have been sweeping the industry landscape. The Telecom industry is also altering to cope up with the changing needs and behavitheir of consumers and increased competition. Customers believe in convenience, choice of services, responsiveness and cost as important parameters to choose their service provider. Success in current business environment is characterized by the ability to adapt to the higher user expectations on the one hand and a rapidly changing technology environment on the other.

As mobile broadband penetration expands, quick monetization has become a strategy of paramount importance for telecom service providers. Service providers are now focusing on providing solutions to enterprises by enabling their applications to be accessed via mobile platforms such as smart phones and tablets. With the growth in social network media across the world, coupled with higher broadband penetration, users have been voicing their views about quality of services. Analysis of user sentiments on such social networks, within limits of privacy laws, is another area where there has been a growth in demand. Threats Reduction in Telecom Spending The global economy is going through turbulent times and most companies are reacting to the increased volatility.

Though cash-rich, telecom companies have turned cautious due to the challenging macroeconomic environment. The decisions cycles on new discretionary spend are prolonged. The service providers continue to focus on reducing costs by adopting measures such as optimizing IT Spend and postponing investments. Such cost-saving measures could have an adverse impact on outsourcing. Global IT companies posing challenge with growing India presence Global IT service providers such as Accenture, HP, CapGemini and IBM are expanding their presence in India and pose a challenge to Indian IT service companies with their global client relationships, deep pockets and domain knowledge. Risks High customer concentration

In FY 2012, revenues from the leading client, top 5 and top 10 clients account for 37%, 68% and 78% respectively. Though customer concentration has been declining over the years, loss of any of these clients could have a material adverse impact on their revenue and profitability. After Mahindra Satyam’s merger with the Company customer concentration will reduce significantly. Withdrawal of tax benefits In the past Auditors benefited from certain income tax incentives under Section 10A of the Income Tax Act (for the IT services that Auditors provide from specially designated “Software Technology Parks” or STPs) and also from Section 10AA of the Income Tax Act (for the IT services Auditors render from units set up in SEZs).

As a result of these incentives, their operations in India have been subject to relatively low tax liabilities. The income tax benefits available to STP units have been discontinued from 1st April 2011. As this withdrawal was foreseen, the Company decided to set up facilities in SEZ units at various locations as the units set up in SEZ area would continue to provide them with tax benefits similar to those in STPs. Auditors commenced operations in SEZ units at Hinjewadi Pune, Chennai, Kolkata and Chandigarh. Additional units are coming up at Noida. But despite this, tax incidence will increase over the previous years due to withdrawal of Section 10A benefits.

In addition, there is no assurance that the Indian government will not enact laws in the future that would adversely impact tax incentives further and consequently, their tax liabilities and profits. When their tax incentives expire or are terminated, their tax expense will materially increase, reducing their profitability. Exchange rate risks The exchange rate between the Indian Rupee and the British Pound and the Rupee and the U. S. Dollar has fluctuated widely in the recent past and may continue to fluctuate significantly in the future. The average value of the Rupee for the FY 2011-12 against the British Pound appreciated by approx 7. 7% and against U. S. Dollar by approximately 4. 4% for the FY 2010-11.

Accordingly, their operating results have been and will continue to be impacted by fluctuations in the exchange rate of the Indian Rupee with the British Pound, the U. S. Dollar along with other foreign currencies. Any strengthening of the Indian Rupee against the British Pound, the U. S. Dollar or other foreign currencies, as witnessed in the last year, could adversely affect their profitability. c. ) Corporate Governance Report The Company believes that Corporate Governance is a set of guidelines to help fulfill its responsibilities to all its stakeholders. It is a voluntary code of self-discipline to ensure that the Company abides by highest ethical standards. In line with this philosophy, the Company follows healthy

Corporate Governance practices and has been reporting the same in annual report even before the Company was listed in August 2006. Board of Directors: The Composition of the Board is in total conformity with Clause 49 of the Listing Agreement, as amended from time to time. The Company has a balanced mix of eminent executive, non-executive and independent directors on the Board. The total strength of the Board of Directors is eleven. The Company has a Non-executive Chairman, who is a professional Director in his individual capacity and belongs to the Promoter Group and the number of independent directors is seven which is more than half of the total strength of the Board as required by the provisions of the Listing Agreement.

The number of Non-Executive Directors is ten which is more than 50% of the total number of Directors. The Company is managed by the Vice Chairman & Managing Director and the Management Team. The Board reviews and approves strategy and oversees the performance to ensure that the long term objectives of enhancing stakeholder value are met. The Independent Directors and the Senior Management have made disclosures to the Board confirming that there are no material financial and/or commercial transactions between them and the Company which could have potential conflict of interest with the Company at large. The Board meets at least four times a year and the maximum gap between two meetings is not more than four months.

During the year 2011-12, six meetings of the Board of Directors were held on 20th April 2011, 26th May 2011, 12th August 2011, 15th November 2011, 8th February 2012 and 21st March 2012. Agenda for the Board Meetings containing all necessary information / documents is made available to the Board in advance to help the Board to discharge its responsibilities effectively and take informed decisions. In some instances, documents are tabled at the meetings and the concerned manager also makes presentations to the Board or Committees. None of the Directors on the Board is a member in more than 10 committees or acts as a Chairman of more than 5 committees across all companies in which he is a director.

The directors of the Company are not inter se related. CEO / CFO Certification As required under Clause 49 V of the Listing Agreement with the Stock Exchanges, a Certificate on the Financial Statements for the financial year ended on 31st March, 2012 has been given to the Board of Directors by the Vice Chairman & Managing Director and the Chief Financial Officer of the Company. Code of Conduct All the Directors and senior management personnel have affirmed compliance with the Code of Conduct/ Ethics as approved and adopted by the Board of Directors and a declaration to that effect signed by the Managing Director. The Code has been posted on the Company’s website – www. techmahindra. om Policy for prohibition of Insider Trading In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992, (as amended from time to time) and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a policy for prohibition of Insider Trading for Directors and specified employees of the Company, relating to dealing in the shares of the Company. This policy also provides for periodical disclosures from designated employees as well as pre-clearance of transactions by such persons. Whistle Blower Policy The Company has a Whistle Blower Policy in place.

In terms of this policy, all employees are encouraged to report any instance of unethical behaviour, fraud, violation of the Company’s Code of Conduct or any behaviour which may otherwise be inappropriate and harmful to the Company. The policy provides a mechanism for employees to raise concerns that relate to violation of the Code of Conduct, Accounting, Internal Controls, Auditing Matters and applicable national and international laws including statutory / regulatory rules and regulations. This policy has been communicated to all employees and has been posted on the Company’s Intranet for ready access. Risk Management: The Company has a well-defined risk management framework in place. The risk anagement framework adopted by the Company is discussed in detail in the Management Discussion and Analysis section of this Annual Report. The Company has established procedures to periodically place before the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks. 6. ) Share Prices Analysis Share Prices of TCS as on 29th August are nearly Rs 1352. 90. It has increased from approximately Rs 954 to Rs 1352. 90. Share prices have been on the increase in the last year. According to the price movements and ratios calculated it is a very good buy. Share Prices of Tech Mahindra as on 29th August are nearly Rs 875. 80.

It has increased from approximately Rs 617 to Rs 875. 80. Share prices have been on the increase in the last year. According to the price movements and ratios calculated it is a good buy. Comparing both together TCS is a better buy. 7. ) Key Improvement Areas and Ratings a. ) Key Improvement Areas Both should try to reduce their debtors. Tech Mahindra should increase its volume of current assets. Rest both the companies are high performing companies as seen by the analysis and share prices. b. ) Rating TCS is better than Tech Mahindra as the ratios are fairly better for it. Also from investment point of view share prices and ROE has been better for TCS. Also profitability of TCS is higher.

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