annual report tata techno 2010

8/2/2019 Annual Report Tata Techno 2010

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BETTER INNOVATION

16th Annual Report 2009-10


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Tata Technologies, ounded in 1989 and a part o the Tata

group, is a global leader in Engineering Services Outsourcing

(ESO) and Product Development IT services solutions or

Product Liecycle Management (PLM) and Enterprise Resource

Management (ERM) to the worlds leading automotive and

aerospace manuacturers 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 orce o more than

4,000 proessionals serving clients worldwide rom acilities in

North America, Europe and the Asia-Pacifc region.

On the cover: Abstract artist rendition o DNA emphasizinginnovation, technology and globalization.

2010 Tata Technologies Limited


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Page

Letter to Shareholder .......................................................................................................................................................................... II

Letter rom the COO ............................................................................................................................................................................. IV

Leader ship Team ................................................................................................................................................................................. VI I

Bet ter Innov ati on ................................................................................................................................................................................. IX

Corporate Social Responsibilty ...................................................................................................................................................... XIX

Boa rd o Dir ectors ......................................................................................................................................................................... XXII I

Not ice ........................................................................................................................................................................................................... 1

Directors Report ..................................................................................................................................................................................... 6

Manag ement Discussion and Analy sis (MD&A) Report .................................................................................................17

Corporate Governance Report ..................................................................................................................................................... 46

Auditors Repor t .................................................................................................................................................................................... 57

Bal ance She et ........................................................................................................................................................................................ 60

Proit & Loss Account ........................................................................................................................................................................ 61

Cash Flow Statement ........................................................................................................................................................................ 62

Schedules to Accounts, Signi icant Accounting Policies & Notes on Accounts .............................................. 63

Consolidated Accounts

Auditors Report .................................................................................................................................................................. 85

Balance Sheet ....................................................................................................................................................................... 86

Proit & Loss Account ....................................................................................................................................................... 87

Consolidated Cash Flow Statem ent ........................................................................................................................ 88

Schedules to Accounts, Signiicant Accounting Policies & Notes on Accounts .............................89

Statements on Subsidia ry Compa nies ................................................................................................................................. 110

Attendance Slip/Proxy ...................................................................................................................................................................... 113

Note s ....................................................................................................................................................................................................... 114

This report and financial statements contained herein have been prepared in compliance with the requirements of the IndianCompanies Act, 1956 and Indian Generally Accepted Accounting Principals (GAAP). The preparation of financial statements requiresmanagement to make estimates and assumptions which affect the reported amounts of income and expenses of the period, assetsand liabilities, as of the date of the financial statements. The estimates and judgements relating to the financial statements havebeen made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner, the form andsubstance of transactions.

CONTENTS Sixteenth Annual Report 2009-10


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I | Sixteenth Annual Report 2009-10

HISTORICAL PERFORMANCE


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| II

LETTERTO SHAREHOLDER

Dear Fellow Investor,

our company has emerged from the global economic crisis

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The year 2009-10 presented your Company with an economy in ree all. No one knew

when it would reach bottom, what level that would be and to what level it would

recover. Several o our customers were in bankruptcy. The industry was in turmoil.

Despite the severe constraints and challenges we aced, I am pleased to report to you

that your Company has emerged much stronger and ecient, posting year-on-year

growth in revenue, EBITDA and proft ater tax o 3%, 24% and 32% respectively and ona consolidated basis o -12%, 28% and 38%. How did we do this? Why are we stronger

today? And what are we planning or year 2010-11?

When I wrote to you last year, we had just completed the rebranding o your Company

to Tata Technologies. In the year beore, your Company had transormed rom 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 ocused on a dramatic reduction o costs and improvement o eciency. Over the years we have been

improving operational eciency towards industry benchmark levels. The economic crisis mandated we get there immediately.

Some actions were onetime cost reductions to reect the market reality; others implemented process improvements that will

remain part o our DNA. As a result, proft ater tax improved to Rs. 91 crores, up rom Rs. 66 crores the year beore. This is despite

consolidated revenues declining 12% to Rs. 1098 crores rom Rs. 1241 crores the year beore, due to the challenging economicenvironment.

We Emerge Stronger

The global economy has started to recover. While it is impossible to predict the uture, the signs are encouraging that this

recovery will continue. We are ready i there are uture shocks to the banking system. We are much more ecient and we have

generated cash and cash equivalents o 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 avorable rates or three years. Further, we have taken

your approval or inusion o share capital o up to $30mn rom one or more private equity investors to uel uture growth and

to prepare us or the discipline o public listing should we decide to do so in the uture.

Deeper Customer Relationships are Helping Us Grow

Despite the economic challenges we kept a keen ocus 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 oshore revenue growth o 13%.

Patrick McGoldrickCEO and Managing Director

Patrick McGold


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III | Sixteenth Annual Report 2009-10

Better Innovation

Whether developing products or providing services or customers, it is the comprehensive understanding o every aspect o

manuacturing deeply embedded in our DNA that sets your Company apart, helping our customers save time, reduce costs and

enhance quality. And the driving orce is the anything-is-possible attitude o my colleagues around the world; an attitude thatstrives to be better and better, creating a deep-rooted culture o Better Innovation.

In January 2010, to help our customers understand what is possible even in a alling economy, your Company showcased a

Tata Nano (the $2500 car) at the Detroit Science Center during the week o the North American International Automotive Show

in Detroit, Michigan. The reception was overwhelmingly positive. The concept o creating sae, all-weather transportation or

people who could never dream o owning a new car; challenging a group o young people to create that car at a price that

previously was hailed as impossible; and then succeeding, resonated with everyone. Ater experiencing the car, our customers,

journalists and the members o the public consistently said that they never expected to discover that the Nano was a real,

stylish and comortable 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 or our oerings in rugal

engineering and lean design.

You will recall that in 2006, I wrote to you about the huge challenges our customers ace in meeting increased environmental

standards. These challenges have intensifed every year and in 2010, the issues o climate change and the worlds dependence

on ossil uels especially oil, are now a top-o-mind concern or many o our customers and governments. By anticipating and

planning or these issues early, we are already actively engaged in several alternate energy vehicle programs. Digitization o

the product development process remains critical or 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 lie-sized digital

prototypes in 3D. This will urther enhance the value o our oerings.

In Summary

To sum up, your Company has emerged rom the global economic crisis fnancially much stronger and operationally moreecient. 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 conront us, but none that we have not encountered beore. There is growing competition or talent as

competitors and OEMs seeing the value o engineering & design services delivered rom India, set up captive units in India. A

side eect is rising salary costs. To meet these and other challenges we will continue to move up the value chain, utilize more o

your Companys own intellectual property in our solutions, develop skills aster and build alternate delivery centres.

Your Companys success even in challenging circumstances has been thanks to the passion, commitment and relentless pursuit

o excellence by the 4,000 men and women who make up the Tata Technologies amily. It is they who have made this possible

and I am sure you join me in appreciating their eorts.

I thank you or your continuing trust and support and I look orward 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

Chie Executive Ocer and Managing Director


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| IV

Dear Fellow Investor,

The year 2009-10 was an exceptional year or Tata Technologies. Despite ongoing economic

headwinds, we achieved another year o record post-tax earnings and earnings per share.

Our perormance is the result o a multi-aceted strategy to better serve our clients on a

global basis, improve operational eciencies and to capitalize on existing investments.

This strategy is empowering Tata Technologies to deliver better results or today and

providing the oundation or sustainable growth or tomorrow.

Better Serving o Global Clients

Our clients requirements have not changed very much rom last year. Saving money,

protecting capital and reducing cost continue to be paramount objectives o 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 o the ways we are exceeding

our clients expectations is through our oshore engagement model. This strategy

continues to serve the company well and has expanded or all our lines o service. Our

ability to deliver results in any time zone is why our global client profle continues to

grow.

more than 14,000 hours o code development.

packaged or a new vehicle program.

including Mercedes Benz and Volkswagen.

design. Through access to the EKA supercomputer housed on our campus in Pune, India, Tata Technologies will be

providing high-end computational uid dynamics analysis.

Management Services [AMS] and PLM products and services.

and integration or Genovation Cars. This vehicle will eature the use o all eco-riendly materials and represents a

showcase o Tata Technologies; capabilities and expertise in sustainability engineering.

Administration Management.

Operational Efciency Improvements

This past year, we implemented an initiative called OE-11, which was designed to improve Tata Technologies operational

eciencies by FY 2011, without compromising our ability to deliver on our clients requirements. Many o these changes were

dicult, as the organization endured a number o 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 o the

organization and deployment o internal shared-services strategies has proved to be very eective, yielding nearly $11.5 million

o annual savings.

Warren HarrisPresident and COO

LETTERFROMTHE COO


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V | Sixteenth Annual Report 2009-10

To assure our shareholders o the long-term sustainability o these actions we have implemented corporate governance

including:

defned, to assure swit action in accordance with the Companys strategic objectives.

improvement.

is attuned to the expectation that high perormance mandates better individual eciency.

defned to assure proper benchmarks or improvement.

Capitalizing on Investments

Tata Technologies has made several investments to win more business and, quite rankly, to work smarter as an organization.

Our investment strategy eaturing fve distinct components is clearly working, as our client diversity continues to grow and new

market opportunities continue to increase.

Investments in Process Inrastructure

Internal systems or employee recruitment, time booking and leave management, and individual perormance assessment

were streamlined in 2009-10 to increase the readiness and availability or all delivery personnel. This leads to quicker

engagement or key client assignments. In addition, this past year, we fnalized development o our Global Engagement

Model [GEM] project management strategy that enables a smooth project hando, ongoing metrics monitoring, critical

quality assurance analytics, and just-in-time resource management all providing consistency on a global basis.

Investments in ExistingTechnology 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 o our extended management teams to make on-the-spot business

decisions regarding use o specifc delivery personnel, project proftability and revenue stream analysis was greatly aided

through the ongoing investment in some o our existing technology enablers including SAP. These tools provide best-in-

class dashboards customized to our business processes and or our specifc lines o service. At any given time, 24x7, we

can know all o the necessary analytics to accurately account or project progress and eectiveness. At the same time, we

can detect potential in-process project challenges and make the appropriate decisions or 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 o our business that we must ocus on improving, in order to meet the time sensitive

requirements o 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 workorce is made up o employees in 14 countries, representing

27 dierent nationalities, requires a tremendous inrastructure to assure global connectivity and to maintain global

operational governance continuity. The Company made a number o 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 o the delivery personnel work onsite at client locations around the world, while other personnel work out o our

own delivery centers throughout Europe, Asia Pacifc, and North America. Putting all o our employees on the same page

enabling them to work together in concert regardless o national borders or time zones is what we expect our technology


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to do, and we will accept nothing less.

Our clients expect our conormance to industry standards, and that is why I am proud o our certifcations including

ISO-9001 (2000) or Engineering Services, AS-9100 B or Aerospace, Ford CP3 Data Service Provider and CMMi Level 5 or

Engineering Automation Projects and SAP and Sotware Projects. These critical certifcations demonstrate our commitment

to protecting our own, and our clients, inormation assets as well as our perormance confdence. In 2010, we certifed our

India Delivery Centers against the ISO 27001 Global Inormation 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 unctionality and value to 120,000 engineers working at many o 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 or iCHECKIT or CATIA and or Autodesk Inventor, including the linking o iCHECKIT with iGETIT and with

sotware-specifc PDM rameworks.

Investment in Business Excellence

We have made a signifcant investment in the systematic use o quality management principles in our journey o business

excellence. The Oce o Strategic Management (OSM) was ormed to coordinate our business excellence activities across

all unctions and business units. In 2009-10 the OSM have ormulated and deployed Balanced Scorecards across all o the

centralized operating divisions to ensure alignment between the Companys strategy and the KPIs or all o our global

teams. These KPIs have been tracked and reinorced 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 o an exciting market where the winners will be those companies who have every

part o their organizations working together to drive value or their clients. This emerging market, and the companies who can

lead and deliver, will reap billions o dollars o opportunity.

We have made incredible progress this past year on our overall operational eciencies 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 o scalability

and increased project proftability. Our transormation into a global company is an ongoing journey, where improvement can

always be ound; but there is no doubt o our drive to be a dominant player in the product development marketplace.

I must express my thanks to the extended Tata Technologies team o proessionals worldwide, whose dedication and relentless

support o our value proposition have made what we achieved possible; and who provide the greatest measure o my optimism

or the year ahead.

Warren Harris

President and Chie Operating Ocer


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VII | Sixteenth Annual Report 2009-10 ixteenth u l port 20 - 0

LEADERSHIP TEAM

VII | Sixteenth Annual Report 2009-2010

Warren HarrisPresident & COO

Gopinath JayarajCorporate Quality Head

Nick SaleCOO of Europe

Ron BienkowskiExecutive

Vice President

Kevin FisherHead of DeliveryOperations

V. BalajiChief Information

Officer


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| VIII VIII| VIII

Samir YajnikPresident

Global Services

Anubhav KapoorGeneral Counsel &Company Secretary

Patrick McGoldrickCEO & Managing

DirectorSamrat Gupta

Chief Financial Officer

T.N. UmamaheshwaranChief Technology Officer

Milind KaulgudHead of HumanResources


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IX | Sixteenth Annual Report 2009-10

BETTER INNOVATION - ITS INOUR DNA

DNA is a dierence maker. Its the lie orce that sets you apart.

In the biomolecular world, scientists acknowledge that DNA

(deoxyribonucleic acid) contains the genetic instructions or

the development and unctioning o all living organisms. The

main role o DNA molecules is to store the inormation needed

to construct lie-giving cells.

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In simple terms, DNA is a set o blueprints or lie itsel.

In a similar way, most businesses have DNA inormation that

is stored and retrieved as necessary to guide the company

during its lie. 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 dierent stored

inormation, which makes each organization unique.

At Tata Technologies, we believe our DNA is dierent because

o 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

powerul impressions. We work to ensure that our innovation

reects 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, insightul and imaginative is BETTER

INNOVATION.

BETTER INNOVATION has been the nucleus o Tata Technologies

strategy or 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 transorm 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 liecycle eciencies. We

deliver highly cost-eective engineering services that help

our customers enter new markets. Our business innovation

enables our clients to move with agility and exibility without

compromising transparency.

In January o 2010, we took our BETTER INNOVATION story

on the road highlighting our contributions to the design and

manuacturing success o the exciting Tata Nano. The tour

helped bring the unique Tata Technologies DNA into sharp

ocus and was warmly received by the media and our clients.

Over the ollowing pages, you will fnd several examples o

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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XI | Sixteenth Annual Report 2009-10

CLIENT INNOVATION PROFILE: AIRBUS

FAST FACTS:Company: AirbusIndustry: Aerospace

Location: EuropeEmployees: 52,000Revenues [Euro] 28 billion

Innovation Perspective:

Innovation sometimes requires unconventional execution.

Innovation is not constrained by national borders, and neitheris 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 o light.

The Opportunity:

Airbus paramount responsibility is to ensure the saety o

millions o 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 aircrat has a complex uel system design

confguration consisting o uel tanks, uel lines, pumps,

flters, vapor return lines, uel system vents and evaporate

emission control systems that provide uel supply and uel

metering.

Passenger saety requires a reliable uel system. Key actors

are the predictability o the oxygen level in the tank combined

with the uel ow structure.Fortunately, computational uid

dynamics analysis technology and expertscan provide the

BETTER INNOVATION that is so valuable in such a critical

situation.

Tata Technologies has become a reliablesupplier and has provided a quick solutionto Airbus C uel ystems requirements

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The Challenge:

Tata Technologies mobilized an oshore delivery team with

world-class technology and CFD knowledge to ensure uel

system design optimization. Due to the range and size othe calculations required, supercomputing technology with

multi CPU high perormance capabilities was essential. As a

developing EADS Strategic Supplier (E2S), Tata Technologies

is a preerred engineering services supplier or uel systems

design.

Our ability to provide oshoring solutions to complex

engineering problems on a global basis with high standard

processes and state-o-the-art computing technology is

what aircrat manuacturers require, says Ian Todd, Tata

Technologies Client Services Executive or Airbus.

The Innovation:

Through the use o the EKA supercomputer located on the

Tata Technologies campus in Pune, India, and with support

o a 10 man Indian CFD team, new uel system designs that

predicted the mix o species within the uel tank or sae ight

conditions were provided to Airbus.

The innovative engineered solution required perorming

millions o 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 o 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 o high level

processes, says Ruchir Dayal, Airbus Head o CFD & Fuel

Systems Domain.


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XIII | Sixteenth Annual Report 2009-10

CLIENT INNOVATION PROFILE: FORD MOTOR COMPANY

FAST FACTS:Company: Ford Motor Company

Industry: AutomotiveLocation: United StatesEmployees: 176,000Revenues [USD] $118 billion


It has been said that learning and innovation go hand in

hand, and sometimes the arrogance o success is to think thatwhat you did yesterday will be sucient or tomorrow. The

business landscape is scattered with casualties o those who

thought that way. But to those who know that knowledge

is renewable and that learning is essential or all o lie,

innovation is inevitable.

The Opportunity:

When a company o 176,000 employees with manuacturing

operations in 80 countries worldwide makes a decision to

centralize its engineering best practices and manuacturingprocesses on a global basis, the implications are serious and

ar reaching or the company itsel and its supply chain. This

was the case or Ford Motor Company in 2008 while it was in

the process o reorganizing its business in the midst o the

global economic downturn.

The Challenge:

Ford owned many dierent systems that created, managed

and delivered its knowledge [i.e., engineering/manuacturing

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 o knowledge that should be disseminated,

capture and collection o new knowledge, and fnally, delivery

o knowledge to a vast global organization. Underpinning

those requirements was the need or a cost-eective solution

that met all o these requirements.

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The Innovation:

Beginning in 2008, Tata Technologies deployed at Ford its

own commercially [with a user base o over 120,000 users]

developed knowledge-management solution called iGETIT.

Ford implemented this innovative sotware-as-a-serviceapplication 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 o

knowledge management that delivers the right inormation

to the right people to enable better product development

innovation, says John Lopez, Client Relationship Executive or

Ford Motor Company.

With its common look and eel, the system helps more than

7,000 Ford personnel and employees rom nearly 100 Tier Onesuppliers design and build cars though Ford specifc methods.

Through a single web logon, important inormation relative

to new standards, processes, best practices are available to

design and manuacturing engineers with dierent 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-

eectively 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 platorm

development and manuacturing.


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XV | Sixteenth Annual Report 2009-10

CLIENT INNOVATION PROFILE:JAGUAR LANDROVER


Innovation is oten times a solution to a problem that no one is

looking to solve. Instinctively, one may think there has to be a

better way o doing something, but that doesnt always serveas the motivation to fguring out what that better way is. And

thats when an entrepreneurial approach to problem solving

balanced with a systematic mode o execution becomes the

basis or an intelligent and innovative commercial model.

The Opportunity:

Tata Technologies is strategically partnered with Jaguar Land

Rover [JLR] to provide a complete array o IT- related services

that have everyday implications or how JLR transacts

its business. Non-core business activities are routinelyoutsourced to best-in-class providers in order to manage

cost, increase exibility and to better serve JLR clients.

One o the many ways that Tata Technologies is helping JLR

transorm its business is through the ongoing deployment

o application management services across many types

o sotware tools, including PLM and ERP. These business

opportunities are not always easily discernable at frst glance

and sometimes are not sel-evident. Transormative business

innovation opportunities require thorough investigation and

a highly consultative approach to crating the right solution.Best solutions are usually driven by entrepreneurial creativity

balanced with an eye toward organizational process

scalability.

The highest degree of transparency andWKH XOWLPDWH LQ H[LELOLW\ KDV EHHQ RXUexperience and the cornerstone of our

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The Challenge:

Jaguar Land Rover operates a comprehensive sales network

or distribution o all o its new vehicles to 63 countries. Every

event related to the selection, procurement, distributionand client sale must be tracked and risk-managed to drive

optimal results. Each national sales network component

has uctuating business conditions that aect the fnancial

bottom-line o each respective sales company network. The

challenge was to design an IT services support solution that

enabled overall scalability and exibility to the national sales

companies.

The Innovation:

Developing a commercial model or JLR that enabled ahigh-degree o transparency resulted in the package and

implementation o SAP support services to the network o

national sales companies. Our willingness to innovate a

modular, consumption-based solution or use around SAP

application managed services was very dierent rom the

previous deployments, says Richard Welord, Vice President

o Automotive Europe and responsible or Global Services

business development at JLR. Now more than ever, large

organizations need to operate with the speed and agility o

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 o transparency and the ultimate in exibility

has been our experience and the cornerstone o our strategic

partnership or several years, says Jeremy Vincent, Chie

Inormation Ocer o JLR.

FAST FACTS:Company: Jaguar Land RoverIndustry: Automotive

Location: EuropeEmployees: 16,000Revenues [USD] $7.5 billion


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XVII | Sixteenth Annual Report 2009-10

CLIENT INNOVATION PROFILE: TATA MOTORS

FAST FACTS:Company: Tata MotorsIndustry: Automobiles

Location: IndiaEmployees: 24,000Revenues [USD] $14 billion


Revolutionary innovation is almost always the result o

inspiration underpinned by resolve and commitment. Historyis replete with extraordinary examples o 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 o lie or the

common person and has subsequently changed human

history.

The Opportunity:

Sometimes opportunity arises out o doing what is rightor the common good. This mindset is what served as the

catalyst or the Tata Nano in 2003, when Mr. Ratan N. Tata,

Group Chairman o Tata Sons, saw a amily o our on a motor

scooter in inclement weather. This incident served as the

impetus and the inspiration to develop transportation or

amilies in India who could not otherwise aord the lowest-

cost vehicles there.

Initially, a small team o our young engineers was assembled

and they were challenged to investigate what seemed like the

impossible task; develop sae and aordable transportationor $2000. I achieved, this opportunity would change the

lives o potentially millions o amilies orever. Three o the

our initial members were rom the Tata Technologies team.

The Challenge:

When the inspiration or the Tata Nano was conceived,

every conventional approach to vehicle design was in

question, in order to conorm to the vision o achievingsae, aordable transportation. Every aspect o the vehicle

program was subject to new thinking and required a new

level o commitment by each o 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 or India is

one o 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 or potentially millions o amilies, saysPatrick McGoldrick, CEO Tata Technologies.

The Innovation:

Tata Technologies proudly provided nearly 100 engineers to

the Nano project, resulting in 18 patents fled on behal o Tata

Motors. The majority o the computational uid dynamics

(CDF) analysis or vehicle aerodynamics, under-hood and

powertrain cooling were conducted by Tata Technologies.

Additional CFD analysis or vehicle handling, crash and

durability, and HVAC were managed to ensure passengercomort and saety.

The Company was responsible or delivering a rugal

engineering approach to the development o several major

systems including new engine design, chassis design, uel

systems, brake systems, suspension, steering and wheels/

tires. Digital Manuacturing technology and best practices

were implemented to optimize plant confguration

and productivity. As the chie digital design integrator,

Tata Technologies played a key role in the supply chain

collaboration with many o the 100 suppliers to the Nanoproject.

The promise to produce a 000 car for ndia is one of the greatest challenges everWDNHQRQE\DQ\DXWRPRWLYHFRPSDQ\DQGZHDUHYHU\SOHDVHGWRKDYHEHHQDNH\SDUWQHUWR7DWDRWRUVLQPDNLQJWKLVGUHDPEHFRPHUHDOLW\IRUSRWHQWLDOO\PLOOLRQVRIIDPLOLHV

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| XVIII

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XIX | Sixteenth Annual Report 2009-10

Missionaries oCharity

On Christmas and New Years Day, Tata Technologies volunteers raised unds that were

used to purchase groceries, toiletries, clothes, and medicines. These lie essential

supplies were then distributed between three homes o Missionaries o Charity in

the Pune area. In addition, employee volunteer committed these days to seless

interaction with the homeless individuals who oten seek reuge at these homes.

Two o the Missionaries o Charity homes house approximately 220 individuals.

These homes provide care shelter or physically and mentally challenged people who

have been abandoned. The central principle o compassion o these homes is that

every human being should be provided with respect and dignity regardless o their

circumstances o lie. The third home provides much needed care or 186 HIV inected

children & mentally challenged women.

Cyber Saety

Tata Technologies volunteer employees were actively involved in Cyber Sae Pune

2009 a three-day awareness campaign on cyber saety and security issues or

clients, industry, academia, and other stakeholders. The campaign addressed issues

o inormation security, cyber crime, cyber security, best practices and preventive

measures. The National Association o Sotware and Services Companies - Data

Security Council o India (NASSCOM - DSCI) organized the campaign under the Cyber

Security project sponsored by the Department o Inormation Technology, Ministry o

Communications & Inormation Technology, Government o India. The program is part

o a larger Trusted Sourcing initiative to strengthen Indias regulatory ramework and

reinorce Indias appeal as an outsourcing destination.

School Kit Donation Drive

The initiative occurred on the anniversary o Indias Independence Day. Tata

Technologies volunteers provided School Kits containing pencils; paper, pens, shoes

and other needed supplies to 55 students rom 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 o the books that students use in their studies or the academic year 2009 -2010.

This initiative is now an annual commitment.

CORPORATE SOCIAL RESPONSIBILITY

The mission o the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive dierence in the

communities in which the Company does business through its support o select programs, outreach eorts and initiatives that

improve and enhance the quality o lie. Our goal is to make things better or the planet, better or people, and better or the

communities in which we serve. Better CSR now and better CSR in the uture.

The ollowing represent a partial listing o the many community initiatives Tata Technologies is supporting.


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| XX

Swine Flu Education & Prevention

Employee volunteers rom Tata Technologies has organized lectures on the importance

o 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 rom our gardeners, security personnel, housekeeping sta,and contractors. Emergency blood transusions are made available to the Hinjawadi

neighboring villagers at no cost because o Tata Technologies employee blood

donations.

Community NetworkServices Inc.

The Tata Technologies North America CSR Program closed calendar 2009 with twostrong holiday season eorts. Employees again supported the Adopt-A-Family

program administered by CNS o Oakland County. Tata Technologies employees

collected unds and shopped or gits or underprivileged amilies, all o which were

presented, along with additional cash donations, to a CNS representative at the annual

Holiday Luncheon in December, at the North American headquarters oce 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 o the

Tata Technologies North American Headquarters acility.

Operation Christmas Drop This initiative was a holiday season eort that had the Denver and Detroit oces

teaming up to collect Christmas decorations and gits to ship to the soldiers o the

3rd Battalion, 157th Field Artillery, a unit o the Colorado National Guard, deployed

in Ramadi, Iraq and spending the holiday season away rom their amilies and their

homes.


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XXI | Sixteenth Annual Report 2009-10

The Macomb Homeless Coalition

MHC is an umbrella association o providers o shelter and supportive services in

Macomb County, Michigan, a community neighboring the Tata Technologies North

American Headquarters acility. Tata Technologies donated a van-load o clothing

shirts, jackets and caps bearing the Companys old branding, ollowing the re-branding initiative in April 2009. The Company also supports Homeless Connection

Day annually (or which it won the previously mentioned recognition) and participates

in ongoing support o 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 oce-recycling program at its acilities

in North America to be better stewards o the environment. The program includes

bins or the collection o waste paper and plastic bottles. Tata Technologies believesthat companies have a responsibility to be stewards o the local environment, and

with this move, Tata Technologies hopes to enhance its role as a corporate citizen by

encouraging all proessionals to participate at the oce, 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 rom low-income amilies theopportunity to own their frst new books. First Book provides an ongoing supply o

new books to children in community-based mentoring, tutoring, and amily 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 ater school initiatives. Tata

Technologies will launch the frst Michigan-base First Book initiative in September

2010.

Colorado CoatsThis past winter, Tata Technologies proessionals initiated a campaign to be part o a

local-to-Colorado, U.S. non-proft coat drive. In conjunction with Dependable Cleaners

and KMGH-TV, Tata Technologies proessionals donated dozens o coats or 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.


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| 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 behal o the MCCSA, we would like to recognize and oer our thanks or the contribution

that Tata Technologies has made to assist the homeless through MCCSAs Continuum o Care and the Macomb Homeless

Coalition, read the award. CSR Committee members attended to accept the recognition on behal o all the employees whohave donated their time and unds, and on behal o the Company or its support o these initiatives.

Tata Technologies also was recognized in December 2009, with a Platinum Award or the contributions o 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 amilies fnd aordable health care and housing, ood and clothing, and resources

to assist with employment. In addition, Tata Technologies donated the use o 10 Training Department laptop computers to

identiy resources online at the event, held in May 2009.


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XXIII | Sixteenth Annual Report 2009-10

Board o 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 Inotech Park,

Hinjawadi,

Pune - 411 057

India

Registrars & Transer 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: [email protected]

Website: www.tsrdarashaw.com

BOARDOF DIRECTORS


27/1441

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 conclusionof 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 theExplanatory 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.


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Sixteenth Annual Report 2009-10

TataTechnologiesLimited

2

7. Members may please note the contact details of the Companys Registrar and Transfer Agents, M/s TSRDarashaw Limited, as follows:

TSR Darashaw Limited

6-10 Haji Moosa Patrawala Industrial Estate,20, Dr. E. Moses Road,Mahalaxmi, Mumbai- 400011Tel: +91 22 66568484Fax: +91 22 66568494Email: [email protected]: www.tsrdarashaw.com

8. Members are requested to notify the change in their Address, Bank Details, etc. if any, to the CompanysRegistrar and Transfer Agents. Shareholders should quote their folio numbers in all their correspondencewith the Company and the Registrar and Transfer Agents.

9. Members attention is particularly drawn to the Unclaimed and Unpaid Dividend section under GeneralShareholder 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:25, Rajiv Gandhi Infotech Park,

Hinjawadi,Pune 411 057


29/1443

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956The following Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956, (the Act) setsout 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 September1, 2005. His present term of appointment expires on August 31, 2010. The Company had also obtainedapproval from the Central Government vide letter no.12/19/2006-CL. VII dated November 14, 2006 forthe above reappointment.

2. On the recommendation of the Remuneration & Compensation Committee and subject to the approvalof 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 andconditions. 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 tothe Board, which expression shall include a Committee thereof, to fix the salary withinthe above maximum amount from time to time. The annual increment will be merit basedand take into account the Companys performance.

b. Incentive Remuneration: up to 200% of salary to be paid at the discretion of the Boardannually 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 officialbusiness shall be borne by the Company. Expenses incurred on air travel in connectionwith the Companys work will be borne by the Company.

d. Provision of car and other facilities mentioned above for use of the Companys businesswill not be considered as perquisites.

e. Apart from the above, the Company would not pay any commission to Mr P R McGoldrickand make any contributions to the Provident Fund, Superannuation Fund or AnnuityFund 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 subjectto any approvals, if required, where in any financial year during the currency of the tenure ofMr 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 beresponsible 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 monthsnotice 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 causewhatsoever, 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 lossof office.

c) Mr McGoldrick is appointed by virtue of his employment in the Company and hisappointment 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 Agreementwith any buying or selling commission. He shall not also become interested or otherwiseconcerned directly or indirectly, through his relatives or controlled affiliates, in any sellingagency of the Company.


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4

3. In compliance with the provisions of Sections 269, 309, 316 and other applicable provisions of the Act, theterms 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 Membersof the Company at its Registered Office between 10:00 a.m. to 12:00 noon on any working day of theCompany.

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 theMembers of the Company.

By Order of the Board of Directors

Anubhav Kapoor

General Counsel and Company Secretary

Pune, June 21, 2010

Registered Office:

25, Rajiv Gandhi Infotech Park,Hinjawadi,Pune 411 057


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DETAILS ABOUT MR R GOPALAKRISHNAN, THE RETIRING DIRECTOROFFERING 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.


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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 yourCompany 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

APPROPRIATIONSInterim 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 registeredan 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.


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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


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8

Company serves. The Company continued with its focus on attracting and retaining the best talent in theindustry. 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 modulesavailable 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.


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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 corporategovernance 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 facilitatesimplementation 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.


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The best practices established under the QMS in locations that are certified are being extended to otherregions 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) investingin 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 akey 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 securityrequirements. 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


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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 HindustanAeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL TechnologiesLtd is in the business of providing engineering and design solutions and services in the domain ofaerostructures 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 theyear was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, noprovision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated FinancialStatements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of theCompany and 50% share in Joint venture Company have been considered in the Consolidated FinancialStatements of the Company, attached in a separate section of this report. As may be seen from theconsolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% againstRs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore inthe previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87crore 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 crorefor 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 recordingRs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore forFY 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 TechnologiesEurope Ltd were registered in Netherlands, Germany and France.


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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 beattached 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 ofthe financial performance of the Companys subsidiaries is attached elsewhere as part of the report. Theyare 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 theCompany 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

annual report tata techno 2010

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