1

ContentsCorporate Information 2

Notice 3

Directors' Report 6

Management Discussion and Analysis 14

Corporate Governance Report 20

Certificate on Corporate Governance 29

Auditors' Report 30

Balance Sheet 34

Profit and Loss Account 35

Cash Flow Statement 36

Schedules forming part of the Balance Sheet 37

Schedules forming part of the Profit and Loss Account 42

Notes on Balance Sheet & Profit and Loss Account 43

Balance Sheet Abstract and Company's General Business Profile 55

Statement under Section 212(8) of the Companies Act, 1956 related to Subsidiary Company 56

Auditors' Report on the Consolidated Financial Statements 57

Consolidated Balance Sheet 58

Consolidated Profit and Loss Account 59

Consolidated Cash Flow Statement 60

Schedules forming part of the Consolidated Balance Sheet 61

Schedules forming part of the Consolidated Profit and Loss Account 65

Notes to the Consolidated Financial Statements 67

CMC LimitedThirty third annual report 2008 - 2009

Annual General Meeting will be held on Friday, June 26, 2009 at Bhaskara Auditorium, B M Birla Science Centre, AdarshNagar, Hyderabad - 500063 at 3.30 p.m. As a measure of economy, copies of the Annual Report will not be distributed at theAnnual General Meeting. Members are requested to kindly bring their copies to the meeting.

Visit us at www.cmcltd.com

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CMC Limited

Thirty third annual report 2008 - 2009

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CORPORATE INFORMATION

Board of DirectorsMr S Ramadorai (Chairman)Mr R Ramanan (Managing Director & CEO)Mr Ishaat HussainDr KRS MurthyMr Surendra SinghMs Kalpana MorpariaMr Shardul Shroff (upto 05-03-09)

Board Committees

Audit CommitteeDr KRS MurthyMr Surendra SinghMs Kalpana Morparia

Shareholders/Investors GrievanceCommitteeMr Surendra SinghMr R RamananDr KRS Murthy

Governance CommitteeDr KRS MurthyMr S RamadoraiMr Surendra SinghMs Kalpana Morparia

Executive CommitteeMr S RamadoraiMr R RamananMr Ishaat HussainDr KRS MurthyMs Kalpana Morparia

Ethics & Compliance CommitteeMr Surendra SinghMr R RamananMr Vivek Agarwal

Management TeamMr R Ramanan (Managing Director & CEO)Mr J K Gupta (CFO)Mr Prashant K Shukla (COO)Mr Vivek Agarwal (Company Secretary & Head - Legal)Mr Avadhesh Dixit (Head - HR)

Statutory AuditorsM/s Deloitte Haskins & SellsChartered Accountants

Secretarial AuditorsM/s Chandrasekaran AssociatesCompany Secretaries

Internal AuditorsM/s Ernst & Young Pvt. Ltd.

Principal BankersCanara BankState Bank of Bikaner & JaipurICICI Bank

Registrars & Share Transfer AgentsM/s Karvy Computershare Private LimitedKarvy House, 46, Avenue 4, Street No 1Banjara Hills, Hyderabad - 500 034

Stock Exchanges where Company'sSecurities are listedBombay Stock Exchange Ltd.National Stock Exchange of India Ltd.The Calcutta Stock Exchange Ass. Ltd.

Registered OfficeCMC CentreOld Mumbai HighwayGachibowli, Hyderabad-500032Tel. : 040-66578000 (10 lines)Fax : 040-23000509

Corporate OfficePTI Building, 5th Floor4, Sansad MargNew Delhi-110001Tel. : 011-23736151-8 (8 lines)Fax : 011-23736159

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NOTICE

Notice is hereby given that the 33rd Annual General Meeting of the Members of CMC Limited will be held on Friday, June 26, 2009 at 3.30 p.m.at Bhaskara Auditorium, B M Birla Science Centre, Adarsh Nagar, Hyderabad - 500063, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Profit and Loss Account for the year ended on 31st March, 2009 and the Balance Sheet as atthat date and the Reports of the Board of Directors and the Auditors thereon.

2. To declare a dividend.

3. To appoint a Director in place of Mr S Ramadorai, who retires by rotation and, being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr Ishaat Hussain, who retires by rotation and, being eligible, offers himself for re-appointment.

5. To appoint Statutory Auditors and to fix their remuneration.

Mumbai By order of the Board13 April, 2009 For CMC Limited

Registered Office:CMC CentreOld Mumbai Highway, Gachibowli VIVEK AGARWALHyderabad-500 032 (A.P.) Company Secretary & Head - Legal

Notes:

1. A Member entitled to attend and vote is entitled to appoint a Proxy to attend and vote at the meeting instead of himself andthe Proxy need not be a Member of the Company. The Proxy Form must be deposited at the Registered Office of the Companynot later than 48 hours before the commencement of the meeting.

2. The relevant details as required by Clause 49 of the Listing Agreements entered into with the Stock Exchanges of persons seeking re-appointment as Directors under item Nos. 3 and 4 above are annexed hereto.

3. Members who hold shares in dematerialised form are requested to bring their DP ID and Client ID numbers for easy identification ofattendance at the meeting.

4. For the convenience of the Members, attendance slip is enclosed elsewhere in the Annual Report. Members/Proxy Holders/AuthorisedRepresentatives are requested to fill in and affix their signatures at the space provided therein and surrender the same at the venue.Proxy/Authorised Representatives of a member should state on the attendance slip as ‘Proxy’ or ‘Authorised Representative’ as the casemay be.

5. The Register of Members and the Share Transfer Books of the Company will remain closed from Thursday, June 18, 2009 to Friday, June26, 2009 (both days inclusive).

6. The dividend as recommended by the Board of Directors, if declared at the Annual General Meeting, will be paid at par after June 26,2009 to (i) those Shareholders whose names appear on the Company’s Register of Members after giving effect to all valid share transfersin physical form lodged with the Company on or before June 17, 2009; (ii) in respect of shares held in electronic form to those beneficiarieswhose names appear in the statements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and CentralDepository Services (India) Ltd. (CDSL) as at the end of business hours on June 17, 2009.

7. In accordance with SEBI’s directions vide their Circular No. DCC/FITT/Cir-3/2001 dated October 15, 2001, arrangements have beenmade to credit your dividend amount directly to your bank account through the Electronic Clearing Service (ECS).

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Thirty third annual report 2008 - 2009

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8. Pursuant to provisions of Section 205A(5) of the Companies Act, 1956, dividends which remain unclaimed for a period of 7 years fromthe date of transfer of the same to the Company’s unpaid dividend account will be transferred to the Investor Education and ProtectionFund (IEP Fund) established by the Central Government. The following are the details of the dividends paid by the Company andrespective due dates for claiming by the Shareholders:

Financial Year Date of Declaration of divided Last date for claim

2001-02 29-08-2002 28-08-2009

2002-03 31-07-2003 30-07-2010

2003-04 30-08-2004 29-08-2011

2004-05 17-06-2005 16-06-2012

2005-06 27-06-2006 26-06-2013

2006-07 25-06-2007 24-06-2014

2007-08 24-06-2008 23-06-2015

Further the Company shall not be in a position to entertain the claims of the Shareholders for the unclaimed dividends which havebeen transferred to the credit of IEP Fund.

In view of the above, the Shareholders are advised to send all the un-encashed dividend warrants pertaining to the above years to ourRegistrars & Share Transfer Agents for revalidation and encash them before the due dates for transfer to the IEP Fund.

9. Pursuant to Section 109A of the Companies Act, 1956, Shareholders are entitled to make nomination in respect of shares held by them.Shareholders desirous of making nominations are requested to send their requests in Form No. 2B in duplicate (which will be madeavailable on request) to the Registrars & Share Transfer Agents of the Company.

10. Members are requested to send their queries, if any, to the Company’s Corporate Office at New Delhi at least ten days before the dateof the meeting so that information can be made available at the meeting.

11. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested tobring their copies to the meeting.

By order of the Board For CMC Limited

Mumbai VIVEK AGARWAL13 April, 2009 Company Secretary & Head - Legal

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DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING(Pursuant to Clause 49 of the Listing Agreement)

For CMC Limited

Mumbai VIVEK AGARWAL13 April, 2009 Company Secretary & Head - Legal

Particulars

Date of Birth

Date of Appointment

Qualifications

Expertise in specificfunctional areas

Chairmanships/ Directorships ofother Companies (excludingforeign Companies andSection 25 Companies)

Chairmanships /Memberships of Committees ofother Public companies (includesonly Audit Committee andShareholders/investors GrievanceCommittee)

Number of Shares held in theCompany

Mr S Ramadorai

06.10.1944

16.10.2001

B.Sc. (Physics) from Delhi University;

B.E. (Electronics & Telecommunications)

from IISC Bangalore; and

M.Sc. (Computer) from University of California, USA

Wide experience in Information Technology Services

Tata Industries Limited

Tata Elxsi Limited

Tata Technologies Limited - Chairman

WTI Advanced Technologies Limited

Hindustan Unilever Limited

Piramal Healthcare Limited

Tata Consultancy Services Limited - CEO & Mg. Director

C- Edge Technologies Limited

Tata Teleservices (Maharashtra) Limited

Computational Research Laboratories Ltd.

Tata Communications Limited

Audit Committee

Tata Technologies Ltd. - Chairman

Tata Elxsi Limited

Hindustan Unilever Limited

Shareholders / Investor Grievance Committee

Tata Consultancy Services Limited

NIL

Mr Ishaat Hussain

02.09.1947

16.10.2001

B.A. (Economics)

Chartered Accountant, England & Wales

Business Management and Finance

Tata Sons Limited

Tata Steel Limited

Titan Industries Limited

Voltas Ltd. - Chairman

Tata Teleservices Ltd.

Tata Industries Ltd.

Tata AIG General Insurance Co. Ltd.

Tata AIG Life Insurance Co. Limited

Tata Sky Limited - Chairman

Tata Refractories Ltd.

Bombay Stock Exchange Limited

Tata Capital Ltd.

The Bombay Burmah Trading Corporation Ltd.

Tata Limited

Audit Committee

TISCO Ltd.

Tata Industries Ltd. - Chairman

Titan Industries Limited

Tata AIG General Insurance Co. Ltd.

Tata Teleservices Ltd. - Chairman

Tata AIG Life Insurance Co. Ltd.

Tata Sky Ltd.

Bombay Stock Exchange Ltd. - Chairman

Shareholders / Investor Grievance Committee

TISCO Ltd. - Chairman

NIL

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CMC Limited

Thirty third annual report 2008 - 2009

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1. FINANCIAL RESULTS

(Rs. in Crore)

Particulars 2008-09 2007-08

Income from Sales and Services 820.45 977.19

Other Income 19.81 11.90

Total Income 840.26 989.09

Operating Expenses 701.42 863.75

Profit before Depreciation, Interest and Tax 138.84 125.34

Depreciation 9.29 7.87

Interest 1.88 0.36

Profit before Tax 127.67 117.11

Provision for Taxation (incl. deferred income tax) 22.10 28.89

Profit after Tax 105.57 88.22

Add: Profit brought forward from previous year 270.52 210.62

Amount available for appropriations 376.09 298.84

Appropriations

Proposed Dividend 22.73 16.67

Tax on Proposed Dividend 3.86 2.83

Transfer to General Reserve 10.55 8.82

Balance carried forward to Balance Sheet 338.95 270.52

376.09 298.84

1.1 OPERATING RESULTS

During the year, your Company earned total revenue of Rs. 840.26 crore compared with Rs. 989.09 crore

during the previous year, registering a decline of 15% primarily due to a 40% reduction in sale of low margin

equipments. The income from Sales and Services is Rs. 820.45 crore as compared to Rs 977.19 crore earned

in the last year.

DIRECTORS’ REPORT

TO THE MEMBERS OF CMC LIMITED

Your Directors have pleasure in presenting the 33rd Annual Report and the Audited Statement of Accounts

for the year ended March 31, 2009.

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The profit before tax at Rs. 127.67 crore registered an increase of 9% over the previous year mainly on account

of improvement in business mix towards more service and international business accompanied by

improvement in operating efficiencies. The Company made a provision of tax totalling to Rs. 22.10 crore,

inclusive of Fringe Benefit Tax amounting to Rs. 1.62 crore. The Profit after Tax stood at Rs. 105.57 crore

registering an increase of 20% over the previous year.

2. DIVIDEND

In view of the improvement in profits of the Company, your Directors recommend for approval of the Members

an enhanced dividend at 150% (Rs. 15.00 per equity share) of the paid-up equity share capital as at

March 31, 2009.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 10.55 crore to the General Reserve out of the amount available for

appropriation, and an amount of Rs. 338.95 crore is proposed to be retained in Profit and Loss Account.

4. BUSINESS OPERATIONS

The business operation of the Company is divided into four Strategic Business Units(SBUs):

4.1. Customer Services (CS)

The CS SBU undertakes activities related to IT infrastructure including infrastructure architecture, design

and consulting services; turnkey system integration of large network and data centre infrastructures including

supply of associated equipment and software; on-site and remote facilities management of multi-location

infrastructures of domestic and international clients.

The CS SBU earned a revenue of Rs. 383.44 crore during the year compared to Rs. 573.55 crore during the

previous year. The drop in revenue is attributable to our strategy of defocusing from low margin equipment

sale business.

Continued focus on Infrastructure Services enabled the CS SBU to get into deeper engagement with existing

customers and win large domestic service deals in facility management, nationwide application rollout and

helpdesk services.

4.2 Systems Integration (SI)

The SI SBU undertakes the activities of solution deployment that includes embedded systems, software

development, software maintenance and support, turnkey project implementation and systems consultancy.

The SI SBU earned revenue of Rs. 312.05 crore during the year compared with Rs. 297.84 crore earned in the

previous year.

In the domestic market the SI SBU continues to be a strong player in general insurance sector, defence,

securities, transport, games management and e-Governance space. During the year, the SBU won new orders

with private insurance companies. CMC has strongly focussed on the private sector for new business and

accordingly has steadily built ERP capabilities over the past few years. In the global market, SI SBU won

significant new orders in the financial information services sector.

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Thirty third annual report 2008 - 2009

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4.3 IT enabled Services (ITeS)

The ITeS SBU undertakes business process outsourcing services including total front-office/back-office

outsourcing with specific business domain expertise and on-demand software services; office records

digitization and document management; recruitment and examination results management; legacy data

migration management; working as state-level agency for Election Commission. The ITeS SBU earned a

revenue of Rs. 72.29 crore during the year compared to Rs. 64.99 crore in the previous year. The ITeS SBU

extended its reach into additional verticals like media research, insurance, banking, legal, logistics, and

publishing domains in the global market with its KPO offerings.

4.4 Education & Training (E&T)

The E&T SBU of the Company offers courses on information technology and allied areas including professional

courses, career development courses etc.

The E&T SBU earned a revenue of Rs. 44.47 crore compared to Rs. 47.27 crore in the previous year. The revenue

was lower as the companies reduced outsourcing of induction programmes owing to the downturn trend

in international business scenario. E&T SBU continues to be a preferred vendor for a large number of IT and

ITES companies both for induction programmes as well as refresher programmes.

5. SPECIAL ECONOMIC ZONE

The Company is setting up of an IT and ITeS Sector specific Special Economic Zone (SEZ), named Synergy

Park at its Campus at Gachibowli, Hyderabad. The project is progressing well. Phase I of the project with

seating capacity of around 2700 in three ODCs is now fully functional. The Company has spent

Rs. 40.19 crore on this project till March 31, 2009.

6. CREDIT RATING

ICRA Limited has carried out a credit rating assessment of the Company both for short term and long term

exposures, in compliance with BASEL II norms implemented by Reserve Bank of India for all banking facilities.

ICRA has reaffirmed A1+ rating for short term debt instruments up to Rs. 100 crore and LAA rating for long

term exposure (both fund based as well as non fund based) for a total amount of Rs. 250 crore. This will

enable the Company to access banking services at low costs and reflects the improvement in margins, working

capital management and cash flows of the Company.

7. SUBSIDIARY COMPANY

Your Company has a wholly owned subsidiary CMC Americas Inc. in USA. Copies of the Balance Sheet, Profit

& Loss Account and Report of the Auditors of the Subsidiary Company have not been attached as per approval

granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies

Act, 1956. However, as per the terms of the exemption letter, a statement containing brief financial details of

the Subsidiary Company for the year ended March 31, 2009 is included in the Annual Report. As required

under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated

Financial Statements of the Company and its Subsidiary as per Accounting Standard (AS)21 - “Consolidated

Financial Statements” and form part of the Annual Report and Accounts.

The Annual Accounts of the Subsidiary Company and related detailed information will be made available to

the Shareholders of the Company seeking such information. The Annual Accounts of the Subsidiary Company

are also kept for inspection by investors at the Registered Office of your Company.

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8. FIXED DEPOSIT

During the year, the Company has not accepted any fixed deposits under Section 58A of the Companies Act,

1956.

9. LISTING

The equity shares of the Company are listed with Bombay Stock Exchange, National Stock Exchange and

Calcutta Stock Exchange. There are no arrears on account of payment of listing fees to the Stock Exchanges.

10. DIRECTORS

Mr Shardul Shroff stepped down from the Board with effect from March 5, 2009. The Board records its

appreciation of the contribution made by Mr Shroff during the tenure as a Director.

Mr S Ramadorai and and Mr Ishaat Hussain, Directors, retire by rotation and being eligible, have offered

themselves for re-appointment.

11. COMMUNITY DEVELOPMENT

The Company actively promotes and supports its staff members to volunteer for activities related to

community services. The Company has chosen to focus its efforts towards helping the under privileged and

physically challenged children to overcome their shortcomings by organizing medical check up, sports

activities and also helping their institutions with volunteers and financial support.

Community Development is an integral part of work-ethics. During the year, the Company organized various

programmes such as eye camps, cultural events for Hospice, Relief for Bihar Flood victims, aid to Flood Victims

of Midnapore etc.

12. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to strive for performance excellence and customer centric quality. The operational

processes are periodically reviewed to ensure that they meet the changing business and market requirements.

Feedback from customers as well as internal learning is used to identify improvement opportunities. During

the year under review, Company’s STP at Kolkata was certified for ISO 27001 for its information security

management system. CMC Centre at Hyderabad was recertified for ISO 9000:2000 in June 2008 for software

services as well as Embedded System services.

These performance improvement initiatives are taken under the continuing framework of Tata Business

Excellence Model (TBEM), which was adopted by your Company five years back. To reinforce the focus on

performance excellence, the Company formed cross-functional teams for each category under the TBEM

framework to drive all-round improvements in critical areas such as leadership system, strategic planning

and HR. These teams are led by members of the executive management team and are empowered to invest

in sustainable success in the market place.

13. CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management

Discussion and Analysis, Corporate Governance, the Auditors’ Certificate regarding compliance to Corporate

Governance form part of the Annual Report. Your Company is adhering to the Secretarial Standard norms

issued by the Institute of Company Secretaries of India.

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Thirty third annual report 2008 - 2009

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14. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors)

Rules, 1988 in respect of energy conservation, technology absorption and foreign exchange earnings and

outgo is given in Annexure to this Report.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors based on the

information and representations received from the operating management confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed

with no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the

state of affairs of the Company as on March 31, 2009 and of the profit of the Company for that

period;

iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for

the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting

fraud and other irregularities; and

iv) The Directors have prepared the Annual Accounts on a going concern basis.

16. AUDITORS

M/s Deloitte Haskins & Sells., the Statutory Auditors of the Company, hold office until the ensuing Annual

General Meeting. The said Auditors have under Section 224(1-B) of the Companies Act, 1956, furnished the

Certificate regarding their eligibility for re-appointment.

17. PARTICULARS OF STAFF

Information as required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars

of Employees) Rules, 1975, as amended, is set out in the Annexure to this report. The Ministry of Corporate

Affairs has amended the Companies (Particulars of Employees) Rules, 1975 to the effect that the particulars

of the employees of the Companies engaged in Information Technology Sector, posted and working outside

India, not being Directors or their relatives, need not be included in the statement but, such particulars shall

be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not

contain the particulars of employees who are posted and working outside India.

18. ACKNOWLEDGEMENTS

The Directors convey their appreciation to business associates for their support and contribution during

the year. The Directors would also like to thank the employees, shareholders, customers, suppliers and bankers

for their continued support and confidence in the management.

For and on behalf of the Board

Mumbai S RAMADORAI13 April, 2009 Chairman

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Annexure to the Directors’ Report

Particulars of Conservation of energy, Technology absorption and Foreign exchange earnings and outgo in terms of Section 217(1)(e)of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 forming partof the Directors’ Report for the year ended March 31, 2009

A. CONSERVATION OF ENERGY

a. The operations of the Company being IT related require normal consumption of electricity. However, the Company is takingevery necessary step to reduce the consumption of energy.

b. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (Disclosure of Particulars in the Report of Boardof Directors) Rule, 1988.

B. TECHNOLOGY ABSORPTION

Efforts made in technology absorption - as per Form B given below:

FORM B

1. Research and Development (R&D)

a. Specific areas in which Research and Development (R&D) is being carried out by the Company

i. GPS Technology

ii. Mobile Technology

iii. Biometric Technology

iv. SCADA Technology

v. Digitisation

vi. Shipping and Port Solutions

vii. Games and Event Management

viii. System Architecture

b. Benefits derived as a result of R&D

i. The investment in digitization area has resulted in the Company’s USP in document processing area. The technology developedcontinues to help CMC in customer acquisition in international market and also improve the operational efficiency andprofitability.

ii. GPS, Mobile and Biometric technologies have crossed early adoption state of technology and are finding application inevery domain. Investment in these technology areas has improved the Company’s technology portfolio and offer featureand function rich solution to the customer, specifically in domains of Transportation, Insurance and Banking. It has alsohelped offer product upgrades to existing customers and ensures customer retention.

iii. The investment in SCADA technology has helped the Company in offering state-of-the-art products to customers in Powerand utilities domain, Realty sector as well as Railways.

iv. System architecture significantly impacts the productivity and cycle time of development. Investment in this area has resultedin a highly configurable framework for non-life Insurance segment in which the Company has retained its leadership position.

v. Your Company continues to invest in productizing and enhancing Shipping and Port as well as Games Management solutions.

c. Future Plan of Action

i. Company will continue to develop competence in identified areas to keep pace with these fast changing technologies. Thiswill help the Company to retain its technology edge and agility to meet market requirements in increasingly competitivesituation.

ii. Company will also develop solutions for various market segments integrating these technologies. More specifically some ofkey solution development initiatives are:

1. Integration of mobile technology in Company’s Insurance offering.

2. Use of Biometrics technology in civilian applications.

3. Development of Mobile technology based solutions for Retail and Banking sector.

4. Technology upgrades for existing SCADA and GPS products.

5. Investment in our ITeS and Digitization solutions.

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Thirty third annual report 2008 - 2009

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d. Expenditure on R&D

(Rs. in crore)

Particulars 2008-09 2007-08

A Capital 0.19 0.26

B Recurring 6.64 7.70

C Total 6.83 7.96

D Total R&D Expenditure as a Percentage of Turnover 0.83 0.80

2. Technology absorption, adaptation and innovation

a. Efforts made towards technology absorption, adaptation and innovation

i. CMC proactively uses new and emerging technologies for conceptualizing solutions to meet its business needs. The expertisegained in early usage results in developing/enhancing our offerings and provides us an advantage in differentiating ourCompany from others.

ii. Apart from its own investment in various technologies, CMC constantly interacts with technology leaders and reputedacademic institutes such as IITs to understand and absorb new developments in technologies and offerings.

iii. CMC also periodically scans the market for innovative offerings and products across the world. After due diligence, these areeither integrated with CMC’s offerings or used to enhance CMC’s solutions portfolio.

iv. CMC encourages its employees to participate in Tata Group level innovation program – Innovista. It also has equivalentinternal programs which recognises and rewards improvements and innovation.

b. Benefits derived as a result of the above efforts

i. CMC's current assets have retained their technological edge in fast changing market.

ii. New and innovative products and services in the area of mobile banking, talent management and messaging security

iii. Ability to respond to unique requirements of the customers and system engineers a solution with building blocks obtainedinternally or from third parties.

c. Information regarding imported technology

Your Company has not imported any technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities Relating to Exports, Initiatives to increase exports, Development of new export markets for products and services& export plan

As a part of its core strategy, the Company is focusing on increasing exports of its services by leveraging wide marketing reach ofits holding Company, Tata Consultancy Services Limited. The Company has established itself as a major supplier of EmbeddedSystem Services and software solutions in key industry verticals and e-Governance space.

2. Total Foreign Exchange Earnings & Outgoings

The foreign exchange earnings of the Company during the year were Rs.171.92 crore while the outgoings were Rs. 115.39 crore.

For and on behalf of the Board

Mumbai S RAMADORAI13 April, 2009 Chairman

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Annexure To The Directors’ Report

Statement persuant to Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employment) Rules, 1975and forming part of the Directors' Report for the year ended March 31, 2009

Name Age Designation/ Remuneration Qualification Experience Date of Previous(Years) Nature of Duties (Rs.) (Years) Joining Employment

(A) Personnel who are in receipt of remuneration aggregating not less than Rs. 24,00,000 per annum and employed throughout the year:

R Ramanan 50 Managing Director & CEO 8,539,377 B. Tech 28 16.10.2001 Tata Consultancy

Services Ltd.

Prabhat Mittra 53 Executive Vice President 3,038,036 M. Tech. 28 02.05.2005 Info Start Pvt Ltd.

Uday Bhobe 49 Executive Vice President 3,005,309 B. Tech. 28 18.07.2005 Roamware (I) Pvt Ltd.

Saibal Ghosh 56 Vice President 3,020,501 B. Tech, PGCGM 35 08.05.1989 ICIM Ltd.

Rathindra Nath Ray 55 General Manager 2,457,188 M. Stat. 33 30.05.1985 ORG System, Kolkata

G Bhulokam 50 Addl. General Manager 2,483,076 M. Tech. 22 25.09.1991 NIC

B Sridhar 44 Addl. General Manager 2,784,014 M. Tech. 23 03.03.1992 KGF Ltd.

(B) Personnel who are in receipt of remuneration aggregating not less than Rs 2,00,000 per month and employed for the part ofthe year:

Prasad Rangnekar 50 Executive Vice President 2,046,669 B. Tech. 23 01.07.2004 ICICI Infotech Ltd.

Rajesh Sinha 38 Assistant Vice President 2,024,603 B.E. 16 03.10.2008 Dubai World

Notes:

1. The above remuneration includes salaries,commission,contribution to Provident Fund, Medical reimbursement, LTC, bonus, if any andtaxable value of perquisites.

2. The appointment is contractual as per the policy/rules of the Company.

3. Terms and conditions are as per the Appointment Letter given to the appointee from time to time.

4. All the employees have adequate experience to discharge the responsibilities assigned to them.

5. The above details are only for the employees located in India.

6. None of the above employees holds shares as prescribed in Section 217(2A)(a)(iii) of the Act and none of them is related to any Director.

For and on behalf of the Board

Mumbai S RAMADORAI13 April, 2009 Chairman

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CMC Limited

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MANAGEMENT DISCUSSION AND ANALYSIS

Overview

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and GenerallyAccepted Accounting Principles (GAAP) in India. There are no material departures from prescribed accounting standards inthe adoption of these standards. The management of CMC Limited accepts responsibility for the integrity and objectivity ofthese financial statements, as well as for various estimates and the judgements used therein. These estimates and thejudgements relating to the financial statements have been made on a prudent and reasonable basis, in order that the financialstatements reflect in a true and fair manner, the form and substance of transactions and the state of affairs and profits for theyear.

Industry Structure and Development

The world economies are going through unprecedented crisis, the full ramifications of which are still to be understood andall industries including IT industry is significantly impacted by the same.

Indian IT industry, which depends on US for more than 60% of its business, has not escaped the impact of these events. Thefinancial sector, which is central to the current crisis, is one of the major users of IT and spends about 9.5% of its revenue on IT,compared to other sectors such as manufacturing (about 3.5%) and retail about (5%). All other industries directly and indirectlydepend on financial sector for their growth. As a natural consequence of downturn in financial sector, several other industries–notably Realty, Retail and Automotive – have curtailed their IT budgets adversely affecting the prospects of Indian IT Industry.Gartner expects shrinking of about 3.8% in IT spending in 2009 against a growth of about 6.1% in 2008.

As per the early estimates of NASSCOM, the Indian IT industry is estimated to have grown by about 16% in FY 2008-09 to US$71.7 billion. Although international markets such as USA, Europe and Japan are in crippling recessions, Indian economy’s owngrowth story continues although at a reduced growth rate. IDC projects India’s domestic IT/ITeS market to grow at about13.4% in 2009. The growth in domestic ITeS market is likely to be about 40.8% - far higher than that in the IT segment of about11.4%. NASSCOM has projected Indian IT industry to grow 15 percent annually till 2010-11.

Opportunities and Threats

Opportunities:Despite turmoil in the global economy, India has been affected and is expected to remain as one of the fastest growingeconomies of the world. The Company sees new opportunities arising out of this situation as the Company believes that:

• Indian state and central governments’ focus on infrastructure and e-Governance will continue and foresees large ITinvestment by Government departments such as Railways, Defence and Finance. With synergistic relationship with TCS,CMC is gearing itself to tap these opportunities.

• Cost savings will top all other priorities for the customer. This urge for saving cost is expected to counter the increasingprotectionism and opposition to outsourcing visible in several countries – particularly the USA. The cost imperative willdrive a gradual shift away from traditional labor intensive outsourcing models to asset or framework-centric services anddelivery models based on newer technologies such as cloud computing, SaaS and virtualization. CMC already has a richportfolio of industry specific assets which will allow it to deliver cost effective solutions.

• Additional investment by customers in hardware will show downward trend. Gartner predicts a 14.9% drop in spendingon computing hardware in 2009. The focus now will be on niche targeted services and maintenance services to maximizethe returns from investments already made. CMC has an established maintenance portfolio which is being enhancedfurther through service offerings like Remote Infrastructure Management etc.

• For cost effective offerings to the customer, ability to partner with multiple partners will be a critical success factor. CMCalready has a working eco-system of partners which includes not only small outsourcing partners in small towns in Indiabut also several major IT players. Strengthening this partner network further to offer cost effective niche solutions will beCMC’s focus next year.

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• Increasing demand for productivity and efficiency improvement is likely to lead to larger investment in training of ITworkforce. CMC’s Education and Training business unit will offer courses to meet these requirements and tap the emergingopportunities.

Threats:As the opportunities in overseas markets shrink, all major IT players in India have started focusing on the Indian market. Thiswill significantly increase competition in the domestic sector. MNCs and large companies are increasingly eyeing the domesticmarket and bring with them economies of scale and end-to-end services capability to bear on the market. In addition, SMEsare also offering niche services and solutions and offer an attractive proposition to the customers. The rapid technologicalobsolescence and the possibility of cheaper alternatives to application/solution ownership is a threat to vendors in terms ofinvestment protection.

The criticality of customer care and relationship management will increase further. Investment constraints will also lead tolengthening of sales cycle.

The pressure on attrition – critical pain area for IT industry for last several years – will ease this year due to downsizing ofinternational markets. However, the challenge to retain the right talent in increasingly competitive market will continue.

Financial PerformanceRevenues:During the year under review, the Company earned total operating revenue of Rs. 820.45 crore compared with Rs. 977.19crore during last year, registering a decline of 16% primarily on account of 40.4% decline in low margin equipment business.The share of equipment business in total operating revenue declined from 39.8% last year to 28.3% in the year under review,with the corresponding improvement in the share of services revenue from 60.2% to 71.7%, as a part of the strategy of theCompany to continuously improve the revenue mix of services. Similarly the share of international revenue increased from29.6% to 31.7%. The other income increased from Rs. 11.90 crore to Rs. 19.81 crore, primarily on account of exchange gain ofRs. 9.45 crore due to about 26% rise in the value of US Dollar against Indian Rupee during the year and higher income frominvestment of surplus funds.

The revenue mix of 2008-09 compared with 2007-08 is given below:

Particulars 2008-09 2007-08(Rs / crore) % (Rs / crore) %

Equipment 231.96 28.3 389.11 39.8Services 588.49 71.7 588.08 60.2Total Operating Revenue 820.45 100.0 977.19 100.0

Domestic 560.07 68.3 688.29 70.4International 260.38 31.7 288.90 29.6Total Operating Revenue 820.45 100.0 977.19 100.0

Expenditure:During the year under review, the operating expenses at Rs. 701.42 crore decreased by 18.8% compared with Rs. 863.75 croreincurred in the previous year which was in line with the decline in operating revenue. As a percentage of total operatingrevenue, these expenses registered a decline from 88.4% to 85.5%. Cost of equipment purchase for resale has declined by40.8% to Rs. 222.89 crore in line with 40.4% decline in revenue from sale of equipment. Manpower cost has gone up by 10.1%on account of increase in manpower strength by 2.7% and general increase in level of compensation to employees. Themanpower cost as a percentage of operating revenue has increased from 19.8% to 25.9% due to higher share of manpowerintensive services business. Living expenses have decreased by 50.3% despite an increase in international business due torenegotiation of a contract for international business from gross billing to net billing, under which onsite living expenses areborne and paid by the client. Other operating expenses have increased by 6.2% to Rs. 225.20 crore compared with Rs. 212.03crore in the previous year due to increase in provision for bad and doubtful debts and other write-offs by Rs. 6.25 crore andincrease in professional and legal fee by Rs. 3.00 crore.

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As a result of these changes, Operating Profit (EBITDA) has increased by 4.9% from Rs. 113.45 crore to Rs. 119.03 crore and asa percentage of total operating revenue, EBITDA margin has increased from 11.6% to 14.5%.

The interest cost increased to Rs. 1.88 crore during the year under review compared with Rs. 0.36 crore incurred in the previousyear as a result of increase in borrowing for SEZ project in Hyderabad and substantial capitalization of those assets. Depreciationcharge increased by 18.0% from Rs. 7.87 crore to Rs. 9.29 crore primarily due to capitalization of assets worth Rs. 23.28 croreduring the year.

As a result, Profit Before Tax (PBT) has increased by 9.0% from Rs. 117.11 crore to Rs. 127.67 crore and as a percentage of totalrevenue PBT margin has increased from 11.8% to 15.2% of total revenue.

The provision for taxation (including deferred tax and fringe benefit tax) decreased to Rs. 22.10 crore from Rs. 28.89 crore inthe previous year primarily due to increase in revenue from International business, dividend from Mutual Fund investmentsand exchange gains, most of which is attributable to STP business, which is exempt from Income Tax. The effective tax rate forthe Company has decreased from 24.7% to 17.3%.

Profit After Tax (PAT) has increased from Rs. 88.22 crore to Rs. 105.57 crore, an increase of 19.7% over the previous year. PAT asa percentage of total revenue has increased from 8.9% to 12.6%.

Financial Position

Fixed Assets

The Company’s gross fixed assets as at 31st March, 2009 was Rs. 174.69 crore (including Capital WIP) compared with Rs. 161.31crore as at the beginning of the year, resulting in an increase of 8.3% during the year, mainly on account of Rs. 10.92 crorespent during the year on ongoing project of setting up Special Economic Zone (SEZ) at Gachibowli Campus of the Companyat Hyderabad.

Investments

Investments increased from Rs. 103.81 crore as at 31st March, 2008 to Rs. 128.06 crore as at 31st March, 2009, on account ofincrease in investment of surplus funds in short term instruments of Mutual Funds.

Working Capital

Net current assets as at 31st March, 2009 increased to Rs. 189.11 crore compared to Rs. 140.30 crore at the beginning of theyear, mainly on account of increase in current assets from Rs. 470.09 crore to Rs. 486.35 crore and decrease in current liabilities& provisions from Rs. 329.80 crore to Rs. 297.24 crore. Increase in current assets is attributed mainly to increase in loans andadvances and cash balance. Loans and advances have increased from Rs. 93.33 crore to Rs. 110.72 crore, primarily on accountof increase of Rs. 21.13 crore in advance tax and tax deducted at source to be set-off against income tax provisions oncompletion of assessment process. Sundry debtors have increased marginally from Rs. 223.53 crore to Rs. 227.25 crore due tocertain customer orders with longer payment terms. Unbilled revenue has decreased from Rs. 109.95 crore to Rs. 98.97 croredue to focus on achieving billing milestones. The level of debtors in terms of number of days has increased from 83 days to101 days. Debtors over six months (net of provisioning) have decreased marginally from Rs. 47.42 crore (21% of total debtors)to Rs. 46.06 crore (20% of total debtors). Of the remaining Rs.181.19 crore, debtors less than 30 days are Rs. 116.47 crore (52%of total debtors). The level of accrued debtors has increased from 41 days to 44 days. Total debtors days have thus increasedfrom 124 days to 145 days due to lower revenue base.

Capital Structure

Net worth of the Company as at 31st March, 2009 was Rs. 382.51 crore compared with Rs. 303.53 crore at the beginning of theyear resulting in an increase of 26% during the year mainly on account of profit after tax earned during the year.

Loan funds as at 31st March, 2009 were Rs. 34.49 crore borrowed from TCS for construction of SEZ at Gachibowli, Hyderabadcompared with Rs. 28.93 crore as at 31st March, 2008.

The debt equity ratio has remained at the same level at 0.9:1.

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Segment-wise Review

Customer ServicesThe Customer Services (CS) SBU earned a revenue of Rs. 383.44 crore during the year under review compared to Rs. 573.55crore in the previous year, registering a decline of 33.1%, primarily on account of defocus from low margin equipment business.The share of CS SBU revenue in total revenue was 45.6% during the year under review compared to 58.0% in the previousyear. The Profit Before Interest and Tax (PBIT) earned by CS SBU during the year under review was Rs. 20.96 crore, a decrease of55.9% over Rs. 47.55 crore earned in the previous year, primarily due to loss in equipment business and depreciation of IndianRupees against US Dollar. CS SBU’s contribution to total PBIT has declined from 40.5% to 16.2% during the year under review.The profitability of CS SBU declined from 8.3% to 5.5%.

Systems Integration

The Systems Integration (SI) SBU earned revenue of Rs. 312.05 crore during the year under review compared to Rs. 297.84crore in the previous year, registering an increase of 4.8%, aided by robust growth in software solution business in domesticmarket by 31% and improvement in exchange rate of US Dollar against Indian Rupee partly offset by renegotiation of acontract on net billing basis under which the client bears and pays the onsite living expenses directly. The share of SI SBUrevenue in total revenue increased to 37.1% during the year under review compared to 30.1% in the previous year. The ProfitBefore Interest and Tax (PBIT) earned by SI SBU during the year under review was Rs. 114.12 crore, an increase of 26.4% overRs. 90.29 crore earned in the previous year. SI SBU’s contribution to total PBIT has increased from 76.9% to 88.1% during theyear under review. The profitability of SI SBU improved from 30.3% to 36.6%.

IT enabled Services

The IT enabled Services (ITeS) SBU earned revenue of Rs. 72.29 crore during the year under review compared to Rs. 64.99 crorein the previous year, registering an increase of 11.2%, primarily on account of 30% growth in domestic projects. The share ofITeS SBU revenue in total revenue increased to 8.6% during the year under review compared to 6.6% in the previous year. TheProfit Before Interest and Tax (PBIT) earned by ITeS SBU during the year under review was Rs. 15.26 crore, an increase of 25.3%over Rs. 12.18 crore earned in the previous year. ITeS SBU’s contribution to total PBIT has increased from 10.4% to 11.8%during the year under review. The profitability of ITeS SBU improved from 18.7% to 21.1%.

Education & Training

The Education and Training (E&T) SBU earned revenue of Rs. 44.47 crore during the year under review compared to Rs. 47.27crore in the previous year, registering a decline of 5.9%, primarily due to decline in general market conditions. The share ofE&T SBU revenue in total revenue increased to 5.3% during the year under review compared to 4.8% in the previous year. TheProfit Before Interest and Tax (PBIT) earned by E&T SBU during the year under review was Rs. 5.00 crore, a decline of 50.9%over Rs. 10.18 crore earned in the previous year, due to decline in revenue. E&T SBU’s contribution to total PBIT has declinedfrom 8.7% to 3.9% during the year under review. The profitability of E&T SBU declined from 21.5% to 11.2%.

Future Outlook

The Company believes that the current trends in IT spend both domestically and in the international market presentsunprecedented opportunity for growth. Liberalization and opening up of more infrastructure sectors like roads, airports andsea ports, national e-Governance initiatives and implementation of Mission mode projects, recent policy initiatives to makeIndian companies more competitive including new policy on Special Economic Zone, the focus of Indian corporates tobenchmark themselves with leading global players in terms of quality of processes and competitiveness, is going to drive anincrease in IT spend. The Company is well poised to exploit the emerging opportunities both in India and global market insynergy with TCS.

Risks and concernsA comprehensive and integrated risk management framework forms the basis of all the de-risking efforts of the Company.Formal reporting and control mechanisms ensure timely information availability and facilitate proactive risk management.These mechanisms are designed to cascade down to the level of the line managers so that risks at the transactional level areidentified and steps are taken towards mitigation in a decentralised fashion.

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The Board of Directors is responsible for monitoring risk levels on various parameters and the Managing Director ensuresimplementation of mitigation measures. The Audit Committee provides the overall direction on the risk management policies.

1. Business risks

Excessive dependence on any single business segment increases risks. The Company continuously makes efforts tobroad base and diversify its revenue stream to prevent undesirable concentration in any one vertical technology clientor geographic area.

Excessive exposure to a few large clients has the potential to impact profitability and to increase credit risk. However, largeclients and high repeat business lead to higher revenue growth and lower marketing cost. Therefore, the Company makesefforts to strike a balance. CMC actively seeks new business opportunities and clients to reduce client concentration levels.

Hardware supply and integration is significant part of our revenue for which the Company depends on OEMs. Any defaultand delays on the part of OEMs exposes the Company to the risk of not meeting its commitments to the Customer. TheCompany has been making efforts to negotiate better terms with OEMs. In addition, the Company has reduced its shareof such business and is focusing on increasing value added services business.

A high geographical concentration of business could lead to volatility because of political and economic factors intarget markets. However, individual markets have distinct characteristics – growth, IT spends, willingness to outsource,costs of penetration, and price points. Cultural issues such as language, work culture and ethics, and acceptance ofglobal talent also come into play. Due to these business considerations, the company has decided not to impose anyrigid limits on geographical concentration. Exposure to the inherent risks in a specific geography consists of legal andcontractual risks as well as tax related changes. The company has a process of evaluating country risks by taking legalopinion from the legal counsel operating/familiar with the geography.

Proactively looking for business opportunities in new geographies and thereby increasing their contribution to totalrevenues helps manage this risk.

Vertical domains relate to the industries in which clients operate. CMC has chosen to focus on several selected verticalsegments with a view to leverage accumulated domain expertise to deliver enhanced value to its clients.

Being a company exposed to rapid shifts in technology, an undue focus on any particular technology could adverselyaffect the risk profile of the company. Given the rapid pace of technological change, CMC has chosen not to impose rigidconcentration limits. Often, industry characteristics and market dynamics determine the choice of technology.

2. Financial risks

The Company is exposed to longer recovery cycles and incidents of defaults by customers due to its involvement inlarge turnkey projects implementation and Government entities in its customer profile resulting in need to financehigher level of working capital. The Company has been focusing on improved execution and negotiation of better termswith customers and vendors and also tightening the collection follow-up process. These measures have helped Companyin significant reduction in collection cycle and working capital, resulting in cash surplus. The Company is confident tohave adequate funding to finance its working capital requirements as well as future growth needs.

The volatility in foreign currency rates may impact the profitability of the company to the extent of its exposure to theInternational business and specific currencies. However the Company has been able to use the internal hedge providedto it due to imports for domestic market and has demonstrated resilience to impact of increased level of volatility overlast 2 years. The Company also takes forward covers selectively to protect against movement in foreign currency rates.

The Company enjoys exemption from levy of income tax on profits earned by the its Software Technology Parks. Anychange in tax laws can adversely affect the profit after tax of the company. The Company is in the process of setting upa Special Economic Zone (SEZ) in its campus at Gachibowli, Hyderabad. Export of services from SEZ is eligible for certaintax exemptions, which will enable the Company to enjoy tax exemptions for longer term.

3. Legal risks

Litigation regarding intellectual property rights, patents and copyrights is significantly high in the software industry. Inaddition, there are other general corporate legal risks. The management has clearly charted out a review anddocumentation process for all contracts.

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4. Internal process risks

The key resource for CMC is its employees. With increased competition from Indian and international IT services companies,there is an increased pressure on salary increases and consequent pressure on margins. As demand of specified skilledIT personnel outpace supplies, the Company faces higher risk of attrition. The Company has been focusing on creating afavorable work environment that encourages innovation and meritocracy to improve employee retention and to reduceattrition rate. The Company has also implemented differential pay structure to attract and retain high performers andemployees possessing key skills and domain knowledge.

Risk management processes at the operational level are a key requirement for reducing uncertainty in delivering highquality software solutions to clients within budgeted time and cost. Adoption of quality assurance frameworks hasensured that risks are identified and measures are taken to mitigate these at the project plan stage itself.

The company evaluates technological obsolescence and the associated risks on a continuing basis and makes investmentsaccordingly.

Internal Control Systems and their Adequacy

The Company has an adequate system of internal controls implemented by the management towards achieving efficiency inoperations, optimum utilisation of resources and effective monitoring thereof and compliance with applicable laws. Thesystem is continuously reinforced with analysis of data to strengthen it to meet the changing requirements.

The system comprises well defined organisation structure, pre-identified authority levels and documented policy guidelinesand manuals for delegation of authority.

A qualified and independent Audit Committee of the Board of Directors reviews the internal audit reports and the adequacyof internal controls.

Human Resources

CMC provides a synergistic work culture allowing its employees an open knowledge sharing environment.

The company structural changes brought into place provide greater delivery excellence, bringing focus and will also help inoptimization of manpower utilization.

The three fold focus of the previous year continues in it’s execution of improving per person productivity through improvedutilization by managing a good balance between regular and outsourced person power, moving focus from low realizationprojects to higher realization International projects.

The major thrust continues in the effort to bring about measurable change in training coverage and effectiveness, increasingthe Learning and Development opportunities for every staff member. Greater thrust has been given to employee engagementactivities during the current year.

Key HR processes have been automated to improve productivity and ensuring better control on operations.

The staff strength of the Company as on 31st March, 2009 was 5383 (including employees on contract) as compared to 5239as on 31st March, 2008.

Cautionary Statement

Statements in the Management Discussion and Analysis describing the Company’s objectives, expectations or predictionsmay be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materiallyfrom those expressed in the statement. Important factors that could influence the Company’s operations include change inGovernment regulations, tax laws, economic & political developments within and outside the country and such other factors.

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CORPORATE GOVERNANCE REPORT

Company’s philosophy on Corporate Governance

As part of the Tata Group, CMC’s philosophy on Corporate Governance is founded upon a rich legacy of fair and transparent governancepractices. The Company’s activities are carried out in accordance with good corporate practices and the Company is constantly striving tomake them better and adopt the best practices. The Company has adopted a Code of Conduct for its employees including the ManagingDirector. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. Both these Codes are available on theCompany’s website. The Company’s Corporate Governance philosophy has been further strengthened with the adoption of the Tata BusinessExcellence Model and Tata Code of Conduct for Prevention of Insider Trading, as also the Code of Corporate Disclosure Practices. TheCompany is in compliance with the requirements of the revised guidelines on corporate governance stipulated under Clause 49 of theListing Agreements with the Stock Exchanges. With the adoption of a Whistle Blower Policy and the setting up of Governance Committeeand an Executive Committee of the Board, the Company has moved further in its pursuit of excellence in corporate governance.

I. Board of Directors

(A) Composition of Board

The present Board consists of one Executive Director and five Non-Executive Directors. The Non-Executive Directors with their diverseknowledge, experience and expertise brings in their independent judgment to the deliberations and decisions of the Board. The Non-Executive Directors did not have any material pecuniary relationship or transactions with the Company during the year 2008-09.

The Company has a Non-Executive Chairman. The Company is having three Independent Directors which is 50% of the total number ofDirectors. The Company meets the requirements relating to the composition of Board of Directors.

(B) Non-Executive Directors’ compensation and disclosures

The Non-Executive Directors are paid sitting fee as well as commission within the limits prescribed under the Companies Act, 1956. Nostock options were granted to Non-Executive Directors during the year under review.

(C) Other provisions as to Board and Committees

During the year 2008-09, 06 meetings of the Board of Directors were held on April 17, July 14, October 15, December 04 in 2008, on January13 and March 05 in 2009.

The 32nd Annual General Meeting of your Company was held on June 24, 2008.

None of the Directors of the Board serve as Members of more than 10 Committees nor do they Chair more than 5 Committees, as per therequirements of the Listing Agreement.

Detailed information is given in the table:

Name Category Board Attendance No. of outside No. of Committees No. ofMeetings at the Directorships and Sharesattended AGM held Positions held held

during the on 24.06.2008 Member Chairmanyear

Mr S Ramadorai Non-Independent 06 Yes 11 03 01 NIL(Chairman) Non-ExecutiveDIN 00000002

Mr R Ramanan Non-Independent 06 Yes 01 01 - NILDIN 00838658 Executive

Mr Ishaat Hussain Non-Independent 05 Yes 14 05 04 NILDIN 00027891 Non-Executive

Dr KRS Murthy Independent 06 Yes 02 03 01 NILDIN 00167877 Non-Executive

Mr Surendra Singh Independent 06 Yes 04 05 02 NILDIN 00003387 Non-Executive

Ms Kalpana Morparia Independent 06 Yes 02 02 01 NILDIN 00046081 Non-Executive

Mr Shardul Shroff (upto Independent05-03-09) DIN 00009379 Non-Executive 01 No - - - NIL

There is no relation between Directors inter-se.

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(D) Code of Conduct

(i) The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. The copies ofCode of Conduct as applicable to the Directors as well as Senior Management of the Company are uploaded on the website of theCompany – www.cmcltd.com.

(ii) The Members of the Board of Directors and Senior Management personnel have affirmed the compliance with the Code applicable tothem during the year ended March 31, 2009. The Annual Report of the Company contains a Certificate by the Managing Director &CEO in this regard.

II. Audit Committee

(A) Qualified and Independent Audit Committee

The Company complies with the provisions of Section 292A of the Companies Act, 1956 as well as requirements under the listingagreement pertaining to the Audit Committee. Its functioning is as under:

(i) The Audit Committee presently consists of the three Non-Executive Directors, all of them are Independent Directors.

(ii) All members of the Committee are financially literate and two of the members, Mr Surendra Singh and Ms Kalpana Morparia, arehaving the requisite financial management expertise.

(iii) The Chairman of the Audit Committee is an Independent Director.

(iv) The Chairman of the Audit Committee was present at the last Annual General Meeting.

(v) The Chief Financial Officer, Addl. General Manager – Corporate Finance & Accounts, representatives of Internal Auditors and theStatutory Auditors and such other officials of the Company are invited to attend the Audit Committee meetings as and whenrequired.

(vi) The Company Secretary acts as the Secretary to the Audit Committee.

(B) Meeting of Audit Committee

During the year, 8 Audit Committee meetings were held on April 17, June 16, July 14, September 02, October 15, December 04 in 2008and January 13 and March 05 in 2009.

The composition of the Audit Committee and number of meetings attended by the Members are given below:

Name of Member Composition of the Audit Committee Number of meetings attended

Dr K R S Murthy Independent Director 08

Mr Surendra Singh Independent Director 08

Ms Kalpana Morparia Independent Director 03(w.e.f. 15.10.08)

Mr S Ramadorai Non-Executive Director 04(Till 15.10.08)

The Chairman of the Committee is Dr KRS Murthy.

Two Members were present in all the meetings of the Audit Committee.

(C) Terms of reference

Apart from all the matters provided in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, the terms ofreference of the Audit Committee include:

1. Management discussion and analysis of financial condition and results of operations of the Company.

2. Statement of related party transactions.

3. The reports of Statutory Auditors.

4. The appointment of Internal Auditors, reviewing Internal Audit Reports and weaknesses of Internal Control.

5. Reviewing Internal Audit Programme.

6. All major contracts entered into with various parties.

The Minutes of the Audit Committee are being circulated to the Board of Directors.

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III. Subsidiary Companies

(i) The Company does not have any non listed Indian Subsidiary Company.

(ii) The financial statements of the unlisted foreign Subsidiary Company were put up at the Board Meetings of the Holding Company.

IV. Disclosures

(A) Basis of related party transactions

(i) The statements containing the transactions with related parties were submitted periodically to the Audit Committee.

(ii) There are no related party transactions that may have potential conflict with the interest of the Company at large.

(iii) There is no non-compliance by the Company and no penalties, strictures imposed on the Company by Stock Exchange or SEBI orany statutory authority, on any matter related to capital market, during the last three years.

(iv) The Company is maintaining Whistle Blower Policy in the Company and no personnel has been denied access to the AuditCommittee.

(B) Governance Committee

(i) Constitution

The Board at its meeting held on March 05, 2009 clubbed the Remuneration Committee and Nomination Committee and namedthe said Committee as ‘Governance Committee’ with immediate effect. The members of the Governance Committee are as under:

Dr KRS Murthy : ChairmanMr S RamadoraiMr Surendra SinghMs Kalpana Morparia

(ii) Terms of reference

1. To consider all payments to Directors and Senior Executives one level below the Board.2. Making recommendations regarding the composition of the Board.3. To identify the Independent Directors and to refresh the composition of Board from time to time.

(iii) Remuneration Committee (till 05-03-2009)

The Company had Remuneration Committee till March 05, 2009 consisted of Non-Executive Directors, with the Chairman beingan Independent Director. The scope and function of the Remuneration Committee were to consider all payment to Directors andSenior Executives one level below the Board. The Members of the Remuneration Committee were as follows:

- Dr KRS Murthy : Chairman- Mr S Ramadorai- Mr Surendra Singh

During the year, 02 meetings of Remuneration Committee were held on April 17, 2008 and June 24, 2008 and all the Members ofthe Committee attended the meeting.

(C) Remuneration of Directors

(i) Executive Director

(a) The remuneration of the Executive Director is decided by the Governance Committee and recommended to the Board ofDirectors based on criteria such as industry Benchmarks, the Company’s performance vis-à-vis the industry, performancetrack record of the Executive Director. The Company pays remuneration by way of salary, perquisites and allowances consistingof fixed and variable components.

(b) Mr R Ramanan is working as the Managing Director & Chief Executive Officer of the Company.

(c) The salary, bonus, benefits and perquisites paid to Mr R Ramanan, Managing Director & CEO during the year 2008-09, wereRs. 85.39 lacs.

(d) Your Company has a service contract with Mr R Ramanan for a period of three years from December 13, 2006 and the said

contract may be terminated by either party by giving a notice of six months.

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(ii) Non-Executive Directors

(a) The Non-Executive Directors are entitled to sitting fee for attending the Board/Committee Meetings. A sitting fee of

Rs. 10,000 for attending each meeting of the Board, Audit and Remuneration Committee and Rs. 5,000 for attending the

Share Transfer-cum-Shareholders Grievance Committee Meeting held on April 17, 2008 was paid to the Non-Executive

Directors. Thereafter, the sitting fee has been enhanced to Rs. 20,000 per meeting of the Board, Audit and Governance

Committee and Rs. 10,000 per meeting of the Shareholders/Investors Grievance Committee and other Committee meetings.

Payment of sitting fee to the Non-Executive Directors for the year ended March 31, 2009 is as under:

Name of Director Sitting Fee paid (Rs.)

Mr S Ramadorai 2,50,000

Mr Ishaat Hussain 1,10,000

Dr KRS Murthy 3,30,000

Mr Surendra Singh 4,95,000

Ms Kalpana Morparia 2,10,000

Mr Shardul Shroff 1,20,000

(till 05-03-2009)

(b) The Independent Directors are also considered for payment of commission up to 1% of the net profit of the Company. The

Board considered the performance of the Independent Directors and approved the following commission to the Independent

Directors:

Name of Director Commission (Rs.)

Dr KRS Murthy 8,00,000

Mr Surendra Singh 7,00,000

Ms Kalpana Morparia 7,00,000

Mr Shardul Shroff 3,00,000

(c) The Non-Executive Directors have disclosed that they do not hold any shares and/or convertible instruments in the Company.

(d) Mr Shardul Shroff has resigned and relieved from the directorship of your Company as an Independent Director with effect

from March 05, 2009.

(e) There has been no pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the Company during the

year under review.

(D) Management

The Management Discussion and Analysis Report have been included separately in the Annual Report to the Shareholders.

(E) Shareholders

(i) Mr S Ramadorai and Mr Ishaat Hussain are retiring from the Board by rotation at the ensuing Annual General Meeting and, being

eligible, offer themselves for re-election as Non-Executive Directors. Brief resume of the Directors to be re-appointed at the

forthcoming Annual General Meeting are produced elsewhere in this Annual Report.

(ii) The quarterly results and presentations made by the Company to analysts are put on the Company’s website – www.cmcltd.com

(iii) Shareholders/Investors Grievance Committee

The Board at its meeting held on March 05, 2009 has reconstituted the Share Transfer-cum-Shareholders Grievance Committee

and renamed the Committee as Shareholders/Investors Grievance Committee with immediate effect.

The objective of this Committee would be to oversee the performance of the Registrars and Share Transfer Agents with respect

to redressal of Shareholders grievances etc. The said Committee would also recommend measures for overall improvement of the

quality of Investor Services.

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Thirty third annual report 2008 - 2009

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The process of share transfer is undertaken on fortnightly basis by the Registrar and Share Transfer Agents. However, the mattersrelated to issue of fresh Share Certificates due to rematerialisation, duplicate etc. would be dealt with by the Shareholders/InvestorsGrievance Committee. The members of the said Committee are as follows:

Mr Surendra Singh : ChairmanMr R Ramanan : MemberDr KRS Murthy : Member(w.e.f. 05-03-09)Mr Shardul Shroff : Member(till 05-03-2009 )

The Share Transfer-cum-Shareholders Grievance Committee has had 18 Meetings during the year ended March 31, 2009.

Mr Vivek Agarwal, Company Secretary & Head - Legal, is the Compliance Officer and can be contacted at:

CMC Limited Tel: 91-11-23736151PTI Building, 5th Floor Fax:91-11-237361594, Sansad Marg E-mail: vivek.agarwal@cmcltd.comNew Delhi-110001

In addition to the above e-mail of the Compliance Officer, the Investors/Shareholders can also lodge their complaints, if any, atinvestor.relations@cmcltd.com

30 investors’ complaints/queries were received and resolved during the year under review and no complaint/query was pendingas on March 31, 2009.

V. Report on Corporate Governance

The quarterly compliance report has been submitted to the Stock Exchanges where the Company’s equity shares are listed in therequisite format duly signed by the Compliance Officer.

The other information on Corporate Governance for the benefits of Shareholders is as under:

GENERAL BODY MEETINGS

Location and time of General Meetings held in the last 3 years:

Year Type Date Venue Time Whether anySpecial Resolution

passed in previous AGM

2006 AGM 27.06.2006 Bhartiya Vidya Bhavan, 2.30 p.m. NoBVB Hyderabad Kendra No. 5-9-1105,

Basheerbagh-King Koti Road,Hyderabad – 500 029, A.P.

2007 AGM 25.06.2007 - do - 3.30 p.m. No2008 AGM 24.06.2008 - do - 3.30 p.m. Yes

For paying commissionto Non -Executive Directors

Whether Special Resolutions:

(a) Were put through postal ballot last year - NoDetails of voting pattern - N.A.Persons who conduct the postalballot exercise - N.A.

(b) Are proposed to be conducted through - Nopostal ballot

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Means of Communication:

Quarterly report sent to each household : The results of the Company are published in the newspapers.of shareholders.

Quarterly results and in which newspaper : Results are published in The Hindu - Business Line (all editions) and innormally published in. Prajashakti (Telugu – Hyderabad edition).

Any website where displayed. : Yes, the results are displayed on the Company’s website www.cmcltd.com

Whether it also displays official news releases. : Yes

Whether the website displays the presentation madeto the institutional investors and to the analysts. : Yes, the Company holds a Conference Call with Analysts and Institutional

Investors after the quarterly and annually financial results have beenapproved by the Board of Directors, where information is disseminated andanalysed.

General Shareholder Information

Annual General Meeting:

(i) Date, Time and Venue : Friday, June 26, 2009 at 3.30 p.m.Bhaskara Auditorium,B M Birla Science Centre,Adarsh Nagar, Hyderabad - 500 063

(ii) Financial year : 1st April to 31st March

(iii) Date of Book Closure : Thursday, June 18, 2009 to Friday, June 26, 2009(both days inclusive)

(iv) Dividend Payment Date : The dividend warrants will be posted on or before July 25, 2009.

(v) Listing

The Stock Exchanges on which the Company’s shares are listed:

• Bombay Stock Exchange Limited• The Calcutta Stock Exchange Association Ltd.• The National Stock Exchange of India Ltd.

(vi) Stock Code

Bombay Stock Exchange Limited : 517326The National Stock Exchange of India Ltd. : CMC

(vii) Market price information

The reported high and low closing prices during the year ended March 31, 2009 on the National Stock Exchange and the BombayStock Exchange, where your Company’s shares are frequently traded, are given below:

National Stock Exchange Bombay Stock ExchangeMonth High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

Apr-08 930.30 750.05 935.00 711.00May-08 840.00 681.05 824.00 729.95Jun-08 779.85 580.00 780.00 580.05Jul-08 647.55 456.00 621.00 444.80Aug-08 584.00 485.20 589.00 477.30Sept-08 625.00 410.00 580.00 400.00Oct-08 459.00 240.10 480.00 249.95Nov-08 379.50 292.00 381.00 282.00Dec-08 350.00 281.00 351.00 282.50Jan-09 330.00 256.85 324.00 279.00Feb-09 329.80 280.00 314.70 256.00Mar-09 324.90 257.00 322.00 255.20

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(viii) Performance in Comparison to BSE SensexThe performance of the Company’s scrip on the BSE as compared to the Sensex is as under:

BSE Sensex CMC LIMITEDMonth High Low High (Rs.) Low (Rs.)

Apr-08 17480.74 15297.96 935.00 711.00

May-08 17735.70 16196.02 824.00 729.95

Jun-08 16632.72 13405.54 780.00 580.05

Jul-08 15130.09 12514.02 621.00 444.80

Aug-08 15579.78 14002.43 589.00 477.30

Sept-08 15107.01 12153.55 580.00 400.00

Oct-08 13203.86 7697.39 480.00 249.95

Nov-08 10945.41 8316.39 381.00 282.00

Dec-08 10188.54 8467.43 351.00 282.50

Jan-09 10469.72 8631.60 324.00 279.00

Feb-09 9724.87 8922.31 314.70 256.00

Mar-09 10127.09 8047.17 322.00 255.20

(ix) Registrars and Share Transfer Agents

The Members are requested to correspond with the Company’s Registrars & Share Transfer Agents – M/s Karvy Computershare PrivateLimited quoting their folio number at the following address:

M/s Karvy Computershare Private LimitedKarvy House, 46, Avenue 4, Street No. 1,Banjara Hills, Hyderabad 500 034Tel: 040- 23312454/23320251Fax: 040-23311968Email: mailmanager@karvy.com

(x) Distribution of shareholding

(a) Distribution of shareholding as on March 31, 2009:

No. of shares No. of % of Total no. of % of holdingshareholders shareholders shares

1-500 32155 99.01 829607 5.48

501-1000 155 0.48 117654 0.78

1001-2000 69 0.21 101185 0.67

2001-3000 29 0.09 74574 0.49

3001-4000 12 0.04 43906 0.29

4001-5000 4 0.01 18967 0.12

5001-10000 19 0.06 136780 0.90

10001 & above 34 0.10 13827327 91.27

Total 32477 100.00 15150000 100.00Physical Mode 61 0.19 9028 0.06Electronic Mode 32416 99.81 15140972 99.94

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(b) Shareholding pattern as on March 31, 2009:

Category No. of shares % of issuedheld share capital

Promoter-Tata Consultancy Services Limited 7744961 51.12Mutual Funds and UTI 1732040 11.43Banks 50 0Financial Institutions / Insurance Companies 1919558 12.67FIIs 1970684 13.01NRIs/Foreign Nationals 75813 0.52Private Body Corporates 218530 1.44Indian Public 1488364 9.81Total 15150000 100.00

The authorized and paid-up capital of your Company are Rs. 35 crores and Rs.15.15 crores, respectively. The Company has not changedits share capital (due to rights, bonus, preferential issue, IPO, buyback, capital reduction, amalgamation, de-merger etc.) during theyear under review.

(c) Top ten Shareholders as on March 31, 2009:

Category Name No. of shares % of issuedheld share capital

Promoter Tata Consultancy Services Limited 7744961 51.12Mutual Fund HDFC Trustee Company Ltd - HDFC Equity Fund 1000000 6.60FII Aberdeen Asset Managers Limited - A/c Aberdeen International 960000 6.34Ins. Co. Life Insurance Corporation of India 884875 5.84Ins. Co. General Insurance Corporation of India 406941 2.69Ins.Co. The New India Assurance Company Ltd. 384131 2.54 FII Swiss Finance Corporation (Mauritius) Limited 267410 1.77Mutual Fund FIL Trustee Company Private Limited - A/C Fidelity 261810 1.73Mutual Fund HDFC Trustee Company Ltd – HDFC Top 200 Fund 235584 1.56FII Copthall Mauritius Investment Limited 213160 1.41

(xi) Dematerialisation of shares and liquidity99.94% of the equity shares have been dematerialised by about 99.81% of the total shareholders as on March 31, 2009. The Company’sshares can be traded only in dematerialised form as per SEBI notification. The Company has entered into Agreement with NSDL andCDSL whereby shareholders have the option to dematerialise their shares with either of the depositories. Equity shares are activelytraded in BSE and NSE.

(xii) Outstandings GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

(xiii) Plant locationsThe Company is not a manufacturing unit and thus not having any Plant. However, the offices of the Company are located in almost allmain cities in India.

(xiv) Address for correspondenceThe Company Secretary & Head - LegalCMC LimitedPTI Building, 5th Floor4, Sansad MargNew Delhi-110001Tel. : 91-11-23736151-58Fax : 91-11-23736159Email: vivek.agarwal@cmcltd.com

(xv) Electronic Clearing Service (ECS)The Company is availing of the ECS facility to distribute dividend in main cities to those Members who have opted for it.

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NON-MANDATORY REQUIREMENTS

(a) Ethics & Compliance Committee

The Company also has an Ethics and Compliance Committee for the following purpose:

- Set forth the policies relating to and oversee the implementation of the code of conduct for prevention of insider trading and codeof corporate disclosure practices.

- Take on record the status reports prepared by the compliance officer dealing in securities by the specified persons on monthlybasis.

- Decide penal action in respect of violation of the SEBI Regulations/code by any specified person.

During the year, 03 meetings of the Ethics and Compliance Committee were held on August 22, 2008, January 12, 2009 and March 05,2009.

The composition of the Ethics and Compliance Committee is given below:

Mr Surendra Singh ChairmanMr R Ramanan MemberMr Shardul Shroff Member(till 05-03-2009)Mr Vivek Agarwal, MemberCompany Secretary & Head – LegalMr J K Gupta, Chief Financial Officer is the Compliance Officer.

(b) Executive Committee

The Company has an Executive Committee. The objectives and role of Executive Committee are as follows:

- Long term financial projections and cash flows.

- Capital and Revenue Budgets and Capital Expenditure Programs.

- Acquisitions, divestment and business restructuring proposals.

- Senior management succession planning.

- Any other item as may be decided by the Board.

During the year, 04 Executive Committee meetings were held on July 02, August 11 and November 06 in 2008 and on March 05,2009.

The composition of the Executive Committee is given below:

Mr S Ramadorai ChairmanMr R Ramanan MemberMr Ishaat Hussain MemberDr K R S Murthy MemberMs Kalpana Morparia Member

(c) Whistle Blower Policy

Your Company has established a mechanism called ‘Whistle Blower Policy’ for employees to report to the management instancesof unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

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DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIORMANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

This is to certify that the Company has laid down Code of Conduct for all Board Members and Senior Management of theCompany and the copies of the same are uploaded on the website of the Company - www.cmcltd.com.

Further certified that the Members of the Board of Directors and Senior Management personnel have affirmed having compliedwith the Code applicable to them during the year ended March 31, 2009.

Mumbai R RAMANAN13 April, 2009 MANAGING DIRECTOR & CEO

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

TO THE MEMBERS OFCMC LIMITED

1. We have examined the compliance of conditions of Corporate Governance by CMC Limited, for the year ended on31 March, 2009, as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchanges.

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination hasbeen limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring thecompliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on thefinancial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us, and the representationsmade by the Directors and the management, we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the Clause 49 of the above mentioned Listing Agreement.

4. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For DELOITTE HASKINS & SELLSChartered Accountants

JITENDRA AGARWALMumbai Partner13 April, 2009 (Membership No. 87104)

CMC 11.p65 5/19/2009, 10:36 AM29

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Thirty third annual report 2008 - 2009

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AUDITORS’ REPORT

TO THE MEMBERS OFCMC LIMITED

1. We have audited the attached Balance Sheet of CMC Limited, as at 31 March, 2009, the Profit and Loss Account and theCash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statementsare the responsibility of the Company's Management. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bythe Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifiedin paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary

for the purposes of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears fromour examination of those books;

c) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement withthe books of account;

d) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report complywith the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors, as at 31 March, 2009, and taken on record by theBoard of Directors, we report that none of the directors is disqualified as at 31 March, 2009, from being appointed asa director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f ) in our opinion and to the best of our information and according to the explanations given to us, the said accountsgive the information required by the Companies Act, 1956, in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2009;ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; andiii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

For DELOITTE HASKINS & SELLSChartered Accountants

JITENDRA AGARWALMumbai Partner13 April, 2009 (Membership No. 87104)

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ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 3 of our report of even date)

i. a. The Company has maintained proper records showing full particulars, including quantitative details and situationof fixed assets.

b. The Company has a programme of physically verifying its fixed assets in a phased manner designed to cover allassets over a period of two years, which in our opinion is reasonable having regard to the size of the Company andthe nature of its business. In accordance with this programme, the Management had carried out a physical verificationof fixed assets at some locations during the year. The discrepancies noticed on such verification were not materialand these have been properly adjusted in the books of account.

c. The Company has not disposed off substantial part of its fixed assets during the year.

ii. a. As explained to us, inventory in the Company’s possession has been verified by the Management during the year atreasonable intervals. For materials lying with third parties or at customers’ sites aggregating to Rs. (000s) 18,789 inthe absence of confirmations from such parties, we have relied on certification from the respective Project Managers.

b. In our opinion, the procedures of physical verification of inventories followed by the Management are reasonableand adequate in relation to the size of the Company and the nature of its business.

c. In our opinion, the Company has maintained proper inventory records. The discrepancies noticed between thephysical stocks and book records were not material and the same have been properly dealt with in the books ofaccount.

iii. The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other partieslisted in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause4(iii) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control systemcommensurate with the size of the Company and the nature of its business for the purchase of inventory and fixedassets and for the sale of goods and services.

v. Based on the examination of the books of account and related records and according to the information and explanationsprovided to us, there are no contracts or arrangements with companies, firms or other parties which need to be listed inthe register maintained under Section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any otherrelevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii. In our opinion the Company has an adequate internal audit system commensurate with the size of the Company andnature of its business.

viii. According to the information and explanations given to us, the Central Government has not prescribed maintenance ofcost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the Company.

ix. According to the information and explanations given to us and the records of the Company examined by us:

a. the Company has generally deposited its statutory dues including Provident Fund, Investor Education and ProtectionFund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other materialstatutory dues within the prescribed time with the appropriate authorities during the year and that there are noundisputed amounts payable in respect of these dues which have remained outstanding as at 31 March, 2009 for a

CMC 11.p65 5/19/2009, 10:36 AM31

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period of more than six months from the date they became payable. The Company’s operations do not give rise toany Excise Duty.

b. dues of Income Tax, Sales Tax, Works Contract Tax and Service Tax aggregating to Rs. (000s) 124,887 have not beendeposited on account of various disputes as set out in the attachment. We have been further informed that thereare no dues in respect of Customs Duty, Wealth Tax and Cess which have not been deposited on account of anydispute. The Company’s operations do not give rise to any Excise Duty.

x. The Company does not have any accumulated losses nor has incurred any cash losses during the current and theimmediately preceding financial year.

xi. Based on the examination of the books of account and related records and according to the information and explanationsprovided to us, the Company has not defaulted in repayment of dues to the banks. The Company has not taken any loansfrom financial institutions nor has it issued any debentures.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on thebasis of security by the way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause4(xii) of the Order are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us the Company is not dealing in shares,securities and debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicableto the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken byothers from banks or financial institutions.

xvi. According to the information and explanations given to us and the records of the Company examined by us, the termloan obtained by the Company during the year has been applied for the purpose for which the loan was obtained.

xvii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of theCompany, funds raised on short term basis have prima facie, not been utilised for long term investment.

xviii. According o the information and explanations given to us, the Company has not made any preferential allotment ofshares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, the Company has not issued any debentures during theperiod covered by our report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by way of public issues during the year.

xxi. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on orby the Company has been noticed or reported during the course of our audit.

For DELOITTE HASKINS & SELLSChartered Accountants

JITENDRA AGARWALMumbai Partner13 April, 2009 (Membership No. 87104)

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ATTACHMENT(Referred to in paragraph ix b. of Annexure to the Auditors’ Report)

Information pursuant to clause 4(ix)(b) of Companies (Auditor’s Report) Order, 2003 in respect of dues disputed, not depositedwith various authorities.

Nature of Dues Amount Financial Forum where(Rs./000s) Year/Period the dispute is pending

Sales Tax

A. West Bengali. Tax demand on disallowance of credit for Tax Deducted at Source (TDS), 1,421 1997-98, to 2002-03 West Bengal Commercial Taxes

concessional sales tax forms and set off of amount of tax paid to sub-contractors Appellate & Revisional Boardii. Tax demand imposed on enhancement of turnover 1,288 2003-04 Deputy Commissioner -Commercial

Taxesiii. Exparte assessment made by Deputy Commissioner 3,089 2004-05 Deputy Commissioner -Commercial

Taxes

5,798

B. Bihari. Tax demand and penalty imposed on enhancement of turnover during 3,919 1990-91 to 1992-93 Commercial Taxes Tribunal

assessment and delay in filing of return.

3,919

C. Chattisgarhi. Tax demand and penalty imposed on enhancement of turnover. 288 1987-88 High Courtii. Tax demand imposed on enhancement of turnover. 595 2002-03 & 2003-04 Deputy Commissioner, Appellate Unit

883

D. Orissai. Tax demand on disallowance of claim of service charges & of sales tax 50 1994-95, 2001-02 Assistant Commissioner of Sales Tax

deducted at source. & 2002-03ii. Tax demand on disallowance of claim of service & labour charges. 809 1995-96, 1999-2000 Sales Tax Tribunal

& 2000-01

859

E. Uttar Pradeshi. Tax demand on inter state sales deemed as intra state sales. 194 1994-95 Sales Tax Tribunalii. Tax demand on disallowance of non taxable turnover. 38 1996-97 Deputy Commissioner – Appealsiii. Tax demand on disallowance of credit for TDS and tax deposited through challans. 287 2002-03 Assessing Authorityiv. Tax demand on disallowance of exempted turnover. 1,195 2004-05 Deputy Commissioner – Appeals

1,714

F. Tamil Nadui. Tax demand imposed on enhanced of turnover 416 1999-00 Deputy Commissionerii. Tax demand imposed on enhanced of turnover 112 1994-95 & 1998-99 Commercial Tax Officeriii. Additional demand raised by the Assessing Officer towards tax on 651 1994-95 Madras High Court

notional gross profitiv. Tax demand imposed on enhanced of turnover 5,814 1993-94, 95-96, Appellate Assistant Commissioner

97-98, 2003-04and 2004-05

6,993

G. Andhra Pradeshi. Tax demand sales assessed as Works Contract. 62,372 2001-02 to 2004-05 Deputy Commissioner-Appellate

62,372

WORKS CONTRACT TAXA. Delhi

i. Tax demand on disallowance of input credit. 52 1999-00 Assessing Authorityii. Tax demand on recomputation of gross turnover on the basis of tax 3,655 2002-03 Assessing Authority

deducted at source certificates furnished.

3,707

Service Taxi. Demand of service tax on election photo ID cards 1,745 2002-03 High Court of Andhra Pradeshii. Demand of Service Tax on IDBRT FM project. 1,344 2003-04 Central Excise & Service Tax Tribunal.ii. Show Cause and Demand notice 7,234 2002-03 to 2006-07 Commissioner of Service Taxiii. Show Cause and Demand notice 1,288 2002-03 to 30.06.04 Additional Commissioner of

Income Taxiv. Penalty for non payment of Service Tax on reimbursed expenditure & short 210 2006-07 Assistant Commissioner of Service Tax

payment of Service Tax on Business Support Service.v. Demand for non payment of service tax on Facility Management services 26,821 2003-04 to 2005-06 Commissioner of Service Tax

and on examination services

38,642

Grand Total 124,887

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Thirty third annual report 2008 - 2009

BALANCE SHEET AS AT 31 MARCH, 2009

Schedule As at As atRef. 31.03.09 31.03.08

Rs./000s Rs./000s

SOURCES OF FUNDS

1. SHAREHOLDERS’ FUNDS(a) Share Capital 1 151,500 151,500(b) Reserves & Surplus 2 3,673,649 2,883,804

3,825,149 3,035,304

2. LOAN FUNDSUnsecured Loans 3 344,940 289,345

4,170,089 3,324,649

APPLICATION OF FUNDS

3. FIXED ASSETS 4(a) Gross Block 1,598,209 1,450,420(b) Less: Depreciation 777,611 765,619

(c) Net Block 820,598 684,801

(d) Capital Work in Progress 148,680 162,709

4. INVESTMENTS 5 1,280,601 1,038,098

5. DEFERRED TAX ASSETS (See note 17) 29,149 36,088

6. CURRENT ASSETS, LOANS & ADVANCES(a) Inventories 6 153,792 198,687(b) Sundry debtors 7 2,272,471 2,235,268(c) Unbilled revenues 989,737 1,099,459(d) Cash and bank balances 8 340,236 234,240(e) Loans and advances 9 1,107,232 933,270

4,863,468 4,700,9247. LESS : CURRENT LIABILITIES AND PROVISIONS 10

(a) Current Liabilities 2,358,685 2,683,702(b) Provisions 613,722 614,269

2,972,407 3,297,971

8. NET CURRENT ASSETS 1,891,061 1,402,953

4,170,089 3,324,649Notes forming part of the financial statements 15

As per our report of even date attached For and on behalf of the Board

For Deloitte Haskins & Sells S. Ramadorai R. Ramanan Dr K R S MurthyChartered Accountants Chairman Managing Director & CEO

Jitendra Agarwal J. K. Gupta Vivek Agarwal S Singh S ShroffPartner Chief Financial Officer Company Secretary & Head-LegalMembership No. 87104

Mumbai Mumbai13 April, 2009 13 April, 2009

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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2009

Schedule Year ended Year endedRef. 31.03.09 31.03.08

Rs./000s Rs./000s

INCOME1. Sales and Services 11 8,204,547 9,771,9472. Other Income 12 198,092 118,957

8,402,639 9,890,904EXPENDITURE3. Operating and other Expenses 13 7,014,170 8,637,4474. Depreciation 4 92,949 78,6905. Interest (net) 14 18,799 3,623

7,125,918 8,719,760

PROFIT BEFORE TAX 1,276,721 1,171,1446. Provision for taxes

- Current income tax 197,839 272,769- Deferred income tax 6,939 1,391- Fringe Benefit Tax (FBT) 16,225 14,749

PROFIT AFTER TAX 1,055,718 882,2357. Balance brought forward from

Previous year 2,705,252 2,106,213

AMOUNT AVAILABLE FOR APPROPRIATIONS 3,760,970 2,988,4488. APPROPRIATIONS

(a) General Reserve 105,572 88,224(b) Proposed Dividend 227,250 166,650(c) Tax on Proposed Dividend 38,621 28,322

9. Balance carried forward to Balance Sheet 3,389,527 2,705,252

Basic and diluted Earnings Per Share (Rupees) (See note 21) 69.68 58.23

Notes forming part of the financial statements 15

As per our report of even date attached For and on behalf of the Board

For Deloitte Haskins & Sells S. Ramadorai R. Ramanan Dr K R S MurthyChartered Accountants Chairman Managing Director & CEO

Jitendra Agarwal J. K. Gupta Vivek Agarwal S Singh S ShroffPartner Chief Financial Officer Company Secretary & Head-LegalMembership No. 87104

Mumbai Mumbai13 April, 2009 13 April, 2009

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CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2009Year ended Year ended

31.03.09 31.03.08

Rs./000s Rs./000s Rs./000sA. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 1,276,721 1,171,144Adjustments for :

Depreciation 92,949 78,690Interest expense 20,117 10,403Dividend on mutual fund (47,075) (11,844)(Profit) / Loss on sale of fixed assets (1,577) 104Unclaimed balances/provisions written back (25,101) (90,752)Provision for doubtful debts (net) 44,359 2,581Bad debts/advance written off 106,179 113,864Unrealised foreign exchange loss / (gain) (49,155) (4,970)Exchange difference on translation of foreign currency cashand cash equivalents (2,314) 349Fixed assets written off 3,192 1,172Transfer from capital reserve (2) (2)

141,572 99,595Operating profit before working capital changes 1,418,293 1,270,739

Adjustments for :Increase/(Decrease) in trade and other receivables 200,654 487,726Increase/(Decrease) in inventories 44,895 31,964Increase/(Decrease) in trade payable and other liabilities (585,412) (465,749)

Cash generated from operations 1,078,430 1,324,680Direct taxes paid / deducted at sources (416,913) (415,541)

NET CASH FROM/(USED) IN OPERATING ACTIVITIES (A) 661,517 909,139

B. CASH FLOW FROM INVESTING ACTIVITIESDividend on mutual fund 47,075 11,844Purchase of fixed assets (218,819) (88,348)Sale of fixed assets 2,487 753

NET CASH FROM/(USED) IN INVESTING ACTIVITIES (B) (169,257) (75,751)

C. CASH FLOW FROM FINANCING ACTIVITIESInterest paid (6,698) (3,584)Proceeds/(Payment) of long term borrowings 55,595 289,345Proceeds/(Payment) of short term borrowings - (177,556)Dividend paid (including dividend tax) (194,972) (141,798)

NET CASH FROM/(USED) IN FINANCING ACTIVITIES (C) (146,075) (33,593)NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 346,185 799,795

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR[Including short term investment Rs. ‘(000s) 956,297] 1,190,537 360,782

Add/(Less): Reversal/Transitional provision as per AS-15 not affecting Cash Flow - 30,309Exchange difference on translation of foreign currency cash and cash equivalents 2,314 (349)CASH AND CASH EQUIVALENTS AT END OF THE YEAR[Including short term investment Rs. ‘(000s) 1,198,800 ] 1,539,036 1,190,537

Note: Cash and equivalent includes restricted cash 1,919 1,564

As per our report of even date attached For and on behalf of the Board

For Deloitte Haskins & Sells S. Ramadorai R. Ramanan Dr K R S MurthyChartered Accountants Chairman Managing Director & CEO

Jitendra Agarwal J. K. Gupta Vivek Agarwal S Singh S ShroffPartner Chief Financial Officer Company Secretary & Head-LegalMembership No. 87104

Mumbai Mumbai13 April, 2009 13 April, 2009

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SCHEDULES FORMING PART OF THE ACCOUNTS

As at As at31.03.09 31.03.08

Rs./000s Rs./000s

Schedule 1 : SHARE CAPITAL

Authorised[35,000,000 (Previous year 35,000,000) equity sharesof Rs. 10 each] 350,000 350,000

Issued, Subscribed and Paid up15,150,000 (Previous year 15,150,000) equity sharesof Rs. 10 each fully paid up 151,500 151,500

Note :Of the above 7,744,961 (Previous year 7,744,961) equity shares are heldby Tata Consultancy Services Limited, the Holding Company.(See note 1)

Schedule 2 : RESERVES & SURPLUS

(a) Capital Reserve(Grants from Government of India)

(i) Opening balance 545 547(ii) Less: Transferred to profit and loss account 2 2

(iii) Closing balance 543 545

(b) General Reserve(i) Opening balance 178,007 64,099(ii) Add:

Transferred from profit and loss account 105,572 88,224Adjustment for increase in opening provision for employee benefits — 25,684

(v) Closing balance 283,579 178,007

(c) Profit and Loss account 3,389,527 2,705,252

3,673,649 2,883,804

Note:Pursuant to a revision/clarification in respect of Accounting Standard 15 “Employee Benefits” (AS-15) adjustments for increase/decrease inopening provisions for employees/retirement benefits in the previous year have been routed through General Reserve.

Schedule 3 : UNSECURED LOANS

Long Term (from others) 344,940 289,345

Notes:Loans repayable within one year Rs. ‘(000s) 17,247 (Previous Year Rs. ‘(000s) 19,290)

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Schedule 4 : FIXED ASSETS (see note 2 c)(Amounts in Rs./000s)

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As at Additions Deductions/ As at As at For the Deductions/ As at As at As at01.04.08 Adjustments 31.03.09 01.04.08 year Adjustments 31.03.09 31.03.09 31.03.08

(a) Land(i) Leasehold 59,615 - - 59,615 10,383 762 - 11,145 48,470 49,232(ii) Freehold 605 - - 605 - 605 605

(b) Buildings(i) Leasehold 16,167 - - 16,167 13,753 34 - 13,787 2,380 2,414(ii) Freehold * 464,665 130,113 - 594,778 72,031 7,918 - 79,949 514,829 392,634

(c) Plant & Machinery(i) Computers 566,461 74,672 60,438 580,695 417,588 60,979 58,465 420,102 160,593 148,873(ii) Office and other

equipment 46,303 1,873 8,367 39,809 26,123 1,619 3,767 23,975 15,834 20,180(iii) Others 185,840 17,677 11,766 191,751 159,029 13,475 14,918 157,586 34,165 26,811

(d) Furniture & Fittings 104,822 8,513 4,488 108,847 63,911 7,598 3,807 67,702 41,145 40,911(e) Vehicles 5,942 - - 5,942 2,801 564 - 3,365 2,577 3,141

TOTAL 1,450,420 232,848 85,059 1,598,209 765,619 92,949 80,957 777,611 820,598 684,801(f) Capital work-in-progress** 162,709 122,501 136,530 148,680 - - - - 148,680 162,709

GRAND TOTAL 1,613,129 355,349 221,589 1,746,889 765,619 92,949 80,957 777,611 969,278 847,510

Previous Year 1,580,694 258,023 225,588 1,613,129 750,077 78,690 63,148 765,619 847,510 830,617

* Additions to freehold buildings include interest capitalised amounting to Rs. ‘(000s) 8,125 (Previous year Rs. ’(000s) 2,274).** Capital work-in-progress includes interest amounting to Rs. ’(000s) 17,412 (Previous Year Rs. ’(000s) 6,992).

As at As at31.03.09 31.03.08

Rs./000s Rs./000sSchedule 5 : INVESTMENTS (At cost)LONG-TERM, NON-TRADE INVESTMENTS (UNQUOTED)

160,001,000 (Previous year 160,001,000) non-assessable sharesof USD 0.01 each, fully paid up in CMC Americas Inc., USA(formerly known as Baton Rouge International Inc.),a wholly owned subsidiary 81,801 81,801

CURRENT INVESTMENTS (UNQUOTED)

Investment in mutual funds 1,198,800 956,297

1,280,601 1,038,098

Notes:1. Book value of current unquoted investments 1,219,149 957,406

b. Details of current investments purchased and sold during the year :

Beneficiary BALANCE AS ON 01.04.08 PURCHASES DURING THE YEAR SOLD DURING THE YEAR BALANCE AS ON 31.3.09 No. of Units Rs.’(000) No. of Units Rs.’(000) No. of Units Rs.’(000) No. of Units Rs.’(000)

UNQUOTED INVESTMENT

Fixed Maturity PlanAIG Quarterly Interval Fund-Series - 1 - - 51,110 51,110 51,110 51,110 - -Birla Sun Life Fixed Term Plan - Series BC-Growth - - 13,000,000 130,000 - - 13,000,000 130,000Birla Sun Life Medium Term Plan - - 5,000,000 50,000 - - 5,000,000 50,000Canara Robeco - Fixed Maturity Plan -Series - 4 (Quarterly Plan 1) - - 9,216,944 92,169 9,216,944 92,169 - -Canara Robeco Interval Scheme Series - 2 (Quarterly Plan 2) - - 4,093,429 40,934 4,093,429 40,934 - -DSP Merrill Lynch Liquid FMP - 3 Months - Series 3 7,031,308 70,314 109,178 1,106 7,140,486 71,420 - -ICICI Prudential Fmp-Series 39 -16 Weeks Plan A 2,000,000 20,402 49,420 92 2,049,420 20,494 - -ICICI Prudential Interval Fund Quarterly Interval Plan IIRetail Dividend - Reinvestment - - 13,222,233 132,530 13,222,233 132,530 - -

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ING FMP II - Institutional Growth 5,000,000 50,000 - - - - 5,000,000 50,000JM Interval Fund - Quarterly Plan 4(Institutional dividend Plan (299) ) 2,015,637 20,156 5,113,556 51,136 7,129,192 71,292 - -JM Interval Fund - Quarterly Plan 6 (Jm Qif - 6) 5,031,795 50,318 71,818 718 5,103,613 51,036 - -Kotak FMP 13M Series 4 5,000,000 50,000 - - - - 5,000,000 50,000Kotak Quarterly Interval Plan Series - 3 - - 5,100,695 51,007 5,100,695 51,007 - -Reliance Interval Fund 1,998,981 20,000 11,848 119 2,010,828 20,119 - -SBI Debt Fund Series - 90 Days - 24 - Dividend - - 10,177,920 101,779 10,177,920 101,779 - -SBI Debt Fund Series - 90 Days - 32 - Dividend - - 2,037,812 20,378 2,037,812 20,378 - -SBI SDFs 370 Days - 2 - - 4,000,000 40,000 - - 4,000,000 40,000Sundaram BNP Paribas FTP 90 Days Series 5 - - 2,036,182 20,362 2,036,182 20,362 - -Sundaram BNP Paribas FTP 90 Days Series 6 - - 2,035,774 20,358 2,035,774 20,358 - -Sundaram BNP Paribas IntervalFund Qtrly Plan E (90 Days) - - 2,044,660 20,447 2,044,660 20,447 - -Tata Dynamic Bond Fund Option A 7,640,788 80,252 25,147 342 7,665,935 80,594 - -Tata Fixed Horizon Fund Series 17 - Schme D 3,022,433 30,224 36,595 371 3,059,028 30,596 - -Tata Fixed Income Portfolio Fund - A2 10,038,763 100,491 - - 10,038,763 100,492 - -UTI Fixed Income Interval Fund -Quarterly Interval Plan Series - I 3,000,000 30,000 3,125,689 31,257 6,125,689 61,257 - -UTI Fixed Maturity Plan - Hy FMP 11,000,000 110,000 244,644 2,472 11,244,644 112,472 - -UTI Fixed Maturity Plan Qtrly FMP -06/08 - II Institutional Divident Plan - Reinvestment - - 11,205,813 112,085 11,205,813 112,085 - -UTI Short Term Maturity Plan Series I - IX (90 Days) - - 3,068,727 30,687 3,068,727 30,687 - -

Liquid PlusBirla Sun Life Short Term Fund - - 5,006,871 50,096 5,006,871 50,096 -Birla Sunlife Liquid Plus - - 10,143,190 101,501 - - 10,143,190 101,501Canara Robeco - Liquid Plus-IP - - 7,255,627 90,021 7,255,627 90,021 - -Canara Robeco - Liquid Super Instt. - - 9,984,803 100,257 9,984,803 100,257 - -Canara Robeco Liquid Plus Super - - - - - - - -Instt. Daily - Dividend Reinvestment - - 8,075,006 100,187 8,075,006 100,187 - -DSP Merrill Lynch Strategic Bond Fund-IP 50,088 50,279 585 262 50,673 50,541 -Fortis Money Plus - - 19,045,381 190,513 - - 19,045,381 190,513HDFC Cash Management Fund-Saving Plus-Wholesale - Dividend Reinvestment - - 20,120,550 201,839 10,051,695 100,834 10,068,855 101,006ICICI Prudential Flexible Income Plan -Dividend Reinvestment - - 23,789,282 251,536 9,501,235 100,461 14,288,047 151,075ICICI Prudential Flexible Income Plan -Dividend Reinvestment - - 5,708,520 60,359 5,708,520 60,359 - -ICICI Prudential Floating Rate Plan -D - Daily Dividend Reinvestment 5,135,925 51,370 2,098,288 20,987 7,234,213 72,357 - -ICICI Prudential Institutional Income Plan -Dividend Reinvestment - - 4,019,420 50,092 4,019,420 50,092 - -ING Liquid Plus Fund Institutional -Daily Dividend Reinvestment 1,027,429 10,278 16,346 164 1,043,775 10,441 - -JM Money Manager Fund - Super Plan - - 4,038,333 40,406 4,038,333 40,406 - -JM Money Manager Fund - Super Plus 3,029,142 30,304 11,217,532 112,231 6,128,097 61,306 8,118,577 81,229Kotak Floater Long Term - - 12,063,589 121,599 12,063,589 121,599 - -Reliance Liquid Plus Fund - Dividend - - 91,057 91,160 - - 91,057 91,160Sundaram BNP Paribas Liquid Plus -Inst. Dividend Reinvestment - - 5,050,216 50,628 5,050,216 50,628 - -Tata Floater Fund - Daily Dividend 7,027,042 70,521 120,432,578 1,208,613 125,273,371 1,257,193 2,186,249 21,940Tata Liquid Fund - Super High Investment Fund - - - 179,578 200,143 179,578 200,143 - -Daily DividendTempleton FRIF - Long Term -Super - IP - Daily Dividend Reinvestment 11,126,747 111,388 21,345,286 213,659 32,472,033 325,046 - -Templeton India Treasury Management Account -Super IP - Dividend Reinvestment - - 60,429 60,470 60,429 60,470 - -UTI Liquid Cash Plan Institutional -Daily Income Option - Reinvestment - - 166,870 170,115 166,870 170,115 - -UTI Treasury Advantage Fund - - 140,335 140,376 - - 140,335 140,376

Total 956,297 4,628,673 4,386,170 1,198,800

Schedule 5 ( Contd. )

b. Details of current investments purchased and sold during the year :

Beneficiary BALANCE AS ON 01.04.08 PURCHASES DURING THE YEAR SOLD DURING THE YEAR BALANCE AS ON 31.03.09 No. of Units Rs.’(000) No. of Units Rs.’(000) No. of Units Rs.’(000) No. of Units Rs.’(000)

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As at As at31.03.09 31.03.08

Rs./000s Rs./000s

Schedule 8 : CASH AND BANK BALANCES

(a) Cash on hand [including stamps on hand 2,844 2,659Rs. ‘(000s) 11 (Previous year Rs. ‘(000s) 18)

(b) Cheques/demand drafts on hand 17,517 53,488(c) Balance with scheduled banks in:

(i) Current accounts 45,981 50,228(ii) Cash credit accounts 270,699 121,170(iii) Deposit accounts* 3,195 6,695

340,236 234,240

*includes Rs. ‘(000s) 1,195 on account of fixed deposits pledged with customers as security (Previous year Rs. ‘(000s) 1,195)

Schedule 6 : INVENTORIES

(a) Finished goods - equipment for resale 123,106 162,216(b) Components/spares for maintenance and resale 14,736 19,043(c) Education and training material 6,308 12,640(d) Work-in-progress 9,642 4,788

153,792 198,687

Note: Finished goods include goods in transit Rs. ‘(000s) 36,476 (Previous year Rs. ‘(000s) 8,505)

Schedule 7 : SUNDRY DEBTORS

a. Over six months old (unsecured):Considered good 460,620 474,219Considered doubtful 234,185 212,031

694,805 686,250b. Others (unsecured):

Considered good 1,799,619 1,747,339

2,494,424 2,433,589Less: Provision for doubtful debts 234,185 212,031

2,260,239 2,221,558

c. Future lease installments receivable (unsecured) (See note 14) 23,865 32,288Less: Unearned finance and service charges 11,633 18,578

12,232 13,710

2,272,471 2,235,268Notes:1. (i) Debtors include amounts due from a subsidiary company 321,939 166,724

(ii) Maximum balance outstanding during the year 452,065 202,744

2. (i) Debtors include amounts due from the holding company 623,098 764,928(ii) Maximum balance outstanding during the year 1,369,749 1,059,679

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As at As at31.03.09 31.03.08

Rs./000s Rs./000s

Schedule 9 : LOANS AND ADVANCES

(a) Advances recoverable in cash or in kind or 544,361 559,519for value to be received (See notes below)

(b) Advance income tax and tax deducted at source 594,765 383,440[Net of Provision for Tax Rs. ‘(000s) 1,565,681 (Previous yearRs. 1,386,705) & Fringe Benefit Tax Rs. ‘(000s) 67,128(Previous year Rs. 50,903)

1,139,126 942,959(c) Less: Advances considered doubtful 31,894 9,689

1,107,232 933,270(d) Of the above, amounts :

(i) Fully secured 64,215 129,046(ii) Unsecured, considered good 1,043,017 804,224(iii) Considered doubtful 31,894 9,689

1,139,126 942,959Notes:1. Amounts due from directors — —

Maximum amounts due from directors during the year — 450

2. Includes deposits with Customs, Octroi, Electricity Boards etc. 59,163 14,732

Schedule 10 : CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES(a) Sundry Creditors

i. Micro and Small Enterprises (see note 22) 600 1,687ii. Others 1,458,671 1,763,059

(b) Advance/Security deposits received from customers 199,004 120,868(c) Investor Education and Protection Fund - Unclaimed dividend 1,919 1,564(d) Unearned revenue 632,514 715,064(e) Other liabilities 63,201 65,265(f ) Interest accrued but not due 2,776 16,195

2,358,685 2,683,702PROVISIONS(a) Proposed dividends 227,250 166,650(b) Provision for tax on proposed dividends 38,621 28,322(c) Provision for compensated absences 126,587 216,391(d) Provision for post retirement medical benefits 44,554 51,254(e) Provision for gratuity 176,710 151,652

613,722 614,269

2,972,407 3,297,971Notes:Pursuant to amendments to Schedule VI to the Companies Act, 1956 vide Notification No. GSR 719 (E) dated 16 November, 2007, the amountsdue to Micro and Small Enterprises only have been disclosed as against the earlier disclosure requirement of amounts due to Small ScaleIndustrial Undertakings.

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Year ended Year ended31.03.09 31.03.08

Rs./000s Rs./000sSchedule 11 : SALES AND SERVICES

(a) Sale of purchased equipment 2,319,622 3,891,089(b) Services

(i) Software services 3,334,451 3,288,493(ii) Maintenance services 523,641 595,335(iii) Other services 1,483,798 1,477,914

(c) Education and training 447,128 477,059(d) Lease rentals 11,839 12,389(e) Rentals from Special Economic Zone 84,068 29,668

8,204,547 9,771,947Note :

Lease rentals include income Rs.’(000s) 6,945 (Previous period Rs.’(000s) 2,543) under finance leases.

Schedule 12 : OTHER INCOME

(a) Gain on foreign exchange fluctuations (Net of loss) 94,448 —(b) Profit on sale of fixed assets 1,577 —(c) Transfer from capital reserve - capital grants (See note 2 f ) 2 2(d) Unclaimed balances/provisions written back 25,101 90,752(e) Dividend from mutual funds [current investments (unquoted)] 47,075 11,844(f ) Miscellaneous income 29,889 16,359

198,092 118,957Schedule 13 : OPERATING AND OTHER EXPENSES

1. Equipment Purchased for Resale 2,228,924 3,765,961

2. Payments to and Provisions for Employees(a) Salaries, allowances and incentives 1,853,213 1,700,945(b) Contribution to provident and other funds 93,758 94,958(c) Staff welfare expenses 136,899 118,516(d) Employee benefits (See note 18 c) 42,248 17,041

Sub-Total 2,126,118 1,931,460

3. Operating and Administration Expenses(a) Components/spares for maintenance and resale 278,333 326,229(b) Sub-contracted/outsourced services 772,031 756,492(c) Purchased software 16,273 11,158(d) Freight, handling and packing expenses 23,715 27,796(e) Rent and hire charges 141,844 108,794(f ) Rates and taxes 18,479 13,839(g) Repairs and maintenance:

(i) Building 41,774 28,830(ii) Plant and machinery 26,161 19,461(iii) Other 4,560 5,566

(h) Electricity charges 89,371 79,925(i) Insurance 6,070 4,273(j) Traveling and conveyance 201,756 192,407(k) Printing, stationery and computer consumables 23,151 21,871(l) Communication & Postage 74,075 66,911(m) Advertisement, publicity and business promotion 13,608 15,541

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(n) Directors’ fees 1,515 735(o) Commission to Independent Directors 2,500 1,800(p) Professional and legal fees 87,148 57,094(q) Education and training :

(i) Payments to franchisees 141,690 132,402(ii) Other expenses 58,694 67,135

(r) Living expenses – overseas contracts 407,128 819,780(s) Provision for doubtful debts/advances 44,359 2,581(t) Bad debts/advances written off 106,179 113,864(u) Loss on fixed assets written off 3,192 1,276(v) Loss on foreign exchange fluctuations (Net of gain) — 9,978(w) Other expenses (See note 15) 75,522 54,288

Sub-Total 2,659,128 2,940,026

Total 7,014,170 8,637,447

Year ended Year ended31.03.09 31.03.08

Rs./000s Rs./000s

Schedule 13 : OPERATING AND OTHER EXPENSES (Contd.)

Schedule 14 : INTEREST

1. Interest expense(a) On term loans 20,044 9,671(b) Cash credit accounts with banks 14 571(c) Others 59 161

20,117 10,4032. Less: Interest earned

(a) Loans to employees 226 275(b) Fixed deposits with banks [Tax deducted at source

Rs. ‘(000s) 79 (Previous year Rs. ‘(000s) 1,223)] 384 5,768(c) Others [Tax deducted at source Rs. ‘(000s) 130

(Previous year Rs. ‘(000s) 143)] 708 737

1,318 6,780

18,799 3,623

Schedule 15 : NOTES FORMING PART OF THE ACCOUNTS

1. Background

CMC Limited (“the Company”) is engaged in the design, development and implementation of software technologies and applications,providing professional services in India and overseas, and procurement, installation, commissioning, warranty and maintenance ofimported/ indigenous computer and networking systems, and in education and training.

The Company was a Government of India (GoI) enterprise up to 15 October, 2001. Under the disinvestment process, GoI sold 7,726,500shares representing 51 percent of the share capital to Tata Sons Limited, on 16 October, 2001. The GoI further sold its entire remainingshares representing 26.25 percent of the share capital, in March 2004 by an open offer to the public.

On 29 March, 2004, as per specific approval granted by SEBI, Tata Sons Limited transferred its entire shareholding in the Company toTata Consultancy Services Limited (a subsidiary of Tata Sons Limited). As a result, the Company has become a subsidiary of TataConsultancy Services Limited.

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2. Significant Accounting Policiesa. Basis of Accounting

The financial statements are prepared under the historical cost convention, on the accrual basis of accounting and in accordancewith the Generally Accepted Accounting Principles (‘GAAP’) in India and comply with the accounting standards prescribed by theCompanies (Accounting Standards) Rules, 2006, to the extent applicable and in accordance with the provisions of the CompaniesAct, 1956, as adopted consistently by the Company.

b. Use of EstimatesThe preparation of financial statements requires the management of the Company to make estimates and assumptions thataffect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of thefinancial statements and reported amounts of income and expenses during the period. Example of such estimates includeprovisions for doubtful debts, future obligations under employee retirement benefit plans, provision for income taxes, accountingfor contract costs expected to be incurred to complete software development and the useful lives of fixed assets. Contingenciesare recorded when it is probable that a liability will be incurred and the amount can be reasonably estimated. Actual results coulddiffer from such estimates.

c. Fixed Assets and Depreciationi. All fixed assets are stated at cost less accumulated depreciation. Cost includes purchase price and all other attributable costs

of bringing the assets to working condition for intended use.

ii. Fixed assets acquired out of grants, the ownership of which rests with the grantor, are capitalised at cost.

iii. Capital work-in-progress comprises the cost of fixed assets that are not ready for their intended use at the balance sheetdate.

iv. Depreciation on all assets is charged proportionately from the date of acquisition/installation on straight line basis at ratesprescribed in Schedule XIV of the Companies Act, 1956 except in respect of:

• Leasehold assets that are amortised over the period of lease.

• Computers, Plant and Machinery - (other items), that are depreciated over six financial years.

Assets costing less than Rs 5,000 individually have been fully depreciated in the year of purchase.

d. Borrowing CostsBorrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised asa part of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

e. Revenue Recognitioni. Revenue relating to equipment supplied is recognised on delivery to the customer and acknowledgement thereof, in

accordance with the terms of the individual contracts.ii. Revenue from software development on fixed price contracts is recognised according to the milestone achieved as specified

in the contract, and is adjusted on the “proportionate completion” method based on the work completed.iii. On time and material contracts, revenue is recognised based on time spent as per the terms of the specific contracts.iv. Revenue from warranty and annual maintenance contracts is recognised over the life of the contracts. Maintenance revenue

on expired contracts on which services have continued to be rendered is recognised on renewal of contract or on receipt ofpayment.

v. Revenue from “Education and Training” is recognised on accrual basis over the course term.vi. Dividend income is recognised when the Company’s right to receive dividend is established.

f. Grants

i. Grants received for capital expenditure incurred are included in “Capital Reserve”. Fixed assets received free of cost areconsidered as a grant and are capitalised at notional value with a corresponding credit to the Capital Reserve account.An amount equivalent to the depreciation charge on such assets is appropriated from capital reserve and recognised asrevenue in the profit and loss account.

ii. Grants received for execution of projects is recognised as revenue to the extent utilised.iii. Unutilised grants are shown under other liabilities.

g. Inventories

Inventories include finished goods, stores and spares, work-in progress and education and training material.

i. Inventories of finished goods mainly comprising equipment for resale are valued at the lower of cost (net of provision forobsolescence) or net realisable value.

ii. Inventories of stores and spares are valued at cost, net of provision for diminution in the value. Cost is determined onweighted average cost basis.

iii. Inventories of “Education and Training material” are valued at the lower of cost and net realisable value. Cost is determinedon the “First In first Out” basis.

iv. Work-in-progress comprises cost of infrastructural facilities in the process of installation at customers’ sites. These are valuedat cost paid/payable to sub-contractors.

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h. Research and Development Expenses

Research and development costs of revenue nature are charged to the profit and loss account when incurred. Expenditure ofcapital nature is capitalised and depreciated in accordance with the rates set out in paragraph 2 (c) above.

i. Foreign Exchange Transactions

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Monetary itemsdenominated in foreign currency and outstanding at the Balance Sheet date are translated at the exchange rate ruling on thatdate. Exchange differences arising on foreign currency transactions are recognised as income or expense in the period in whichthey arise. In case of forward contracts for foreign exchange, the difference between the forward rate and the rate at the inceptionof the forward contract is recognized as income or expense over the life of the contract. Any income or expense on account ofexchange differences either on settlement of the contract or on translation of the unmatured foreign currency contract at therate prevailing on the date of the Balance Sheet is recognized in the Profit and Loss Account.

j. Investments

Long-term investments are stated at cost, less provision for other than temporary diminution in the carrying value of eachinvestment. Current investments comprising investments in mutual funds are stated at the lower of cost and fair value, determinedon a portfolio basis.

k. Leases

Operating Lease

Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased asset are classified asoperating leases. Operating lease charges are recognised as an expense in the profit and loss account on a straight-line basis overthe lease term.

Finance Lease

Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Thelower of fair value of asset and present value of minimum lease rentals is capitalised as fixed assets with corresponding amountshown as lease liability. The principal component in the lease rentals is adjusted against the lease liability and interest componentis charged to profit and loss account.

l. Retirement Benefits

i. Post-employment benefit plans

Payment to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit schemes, the cost of providing benefits is determined using Projected Unit Credit method, with actuarialvaluations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the profit & lossaccount for the period in which they occur. Past service cost is recognized to the extent the benefits are already vested, andotherwise is amortized on a Straight-Line method over the average period until the benefits become vested.

The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefitobligations as adjusted for unrecognized past service cost and as reduced by the fair value of scheme assets. Any assetresulting from this calculation is limited to past service cost plus the present value of available refunds and reductions infuture contributions to the scheme.

ii. Short-term employee benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange of services rendered byemployees is recognized during the period when the employee renders the service. These benefits include compensatedabsences and performance incentives.

iii. Long-term employee benefitsCompensated absences which are not expected to occur within twelve months after the end of the period in which theemployee renders the related services are recognized as a liability at the present value of the defined benefit obligation atthe balance sheet date.

m. Provision for Taxation

Income tax comprises current tax, fringe benefit tax and deferred tax. Current tax and fringe benefit tax is the amount expectedto be paid for the year as determined in accordance with the provisions of the Income tax Act, 1961.

Deferred tax assets and liabilities are recognised for the future tax consequences of timing differences, subject to the considerationof prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the BalanceSheet date.

n. Impairment

At each Balance Sheet date, the Company reviews the carrying amounts of its fixed assets to determine whether there is anyindication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the asset isestimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling priceand value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and fromits disposal are discounted to their present value using a pre-discount rate that reflects the current market assessments of timevalue of money and the risks specific to the asset.

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Reversal of impairment loss is recognized immediately as income in the profit and loss account.

o. Earnings per Share

The earnings considered in ascertaining the Company’s EPS comprises the net profit after tax. The number of shares used incomputing Basic EPS is the weighted average number of shares outstanding during the year.

3. Segment Information

i. Business segments

Based on similarity of activities, risks and reward structure, organisation structure and internal reporting systems, the Companyhas structured its operations into the following segments:

Customer Services (CS): Hardware supplies and maintenance, facilities management and provision of infrastructure facilities.

Systems Integration (SI): Systems study and consultancy, software design, development and implementation, softwaremaintenance and supply of computer hardware in accordance with customers’ requirements.

IT enabled Services (ITeS) - (Formerly Indonet): Value added services, data network, data center services, web design andhosting etc.

Education and Training (E&T): IT education and training service through its own centers and through franchisees.

Segment revenue and expenses include amounts, which are directly identifiable to the segment and allocable on a reasonablebasis. Segment assets include all operating assets used by the segment and consist primarily of debtors, inventory and fixedassets. Segment liabilities include all operating liabilities and consist primarily of creditors, advances/deposits from customersand statutory liabilities.

ii. Geographic segments

The Company also provides services overseas, primarily in the United States of America, United Kingdom and others.

4. Research and Development Expenses

Expenditure includes “Research and Development” expenditure aggregating to Rs.’ (000s) 66,355 (Previous year Rs.’ (000s) 76,993).Amounts aggregating to Rs.’ (000s) 1,906 (Previous year Rs.’ (000s) 2,615) have been capitalised.

5. Contingent Liabilities and CommitmentsAt at As at

31.03.09 31.03.08

Rs./000s Rs./000sa. Claims against the company not acknowledged as debts*

• Liability on income tax – 2,425• Under litigation 127,009 114,270• ESI Demand 280 280• Disputed demands raised by Sales tax authorities for which the

Company has gone on appeal against the department 86,245 59,997• Others 81,383 27,604

b. Unexpired Letters of Credit 546,271 292,808c. Guarantees issued by bankers against Company’s counter guarantee 258,477 179,325d. Sales tax on leased assets 3,726 3,726e. Estimated amount of contracts remaining to be executed on capital

account (net of advances) and not provided for 210,407 118,667f. The Company has undertaken to provide financial support to its wholly

owned subsidiary CMC Americas Inc, through 1 April, 2010.

* No provision is considered necessary since the Company expects favorable decisions.

6. Fixed Assets

Gross Block as at 31 March 2009 includes:

a. Assets acquired from Grants and aggregating to Rs.’(000s) 41,865 (Previous year Rs. ’(000s) 41,865) being the property ofGovernment of India. The depreciation for the year on such assets is Rs.’ (000s) 2 (Previous year Rs.’ (000s) 2) and the accumulateddepreciation at the year end is Rs.’ (000s) 41,394 (Previous year Rs.’ (000s) 41,392).

b. Assets aggregating to Rs.’ (000s) 7,210 (Previous year Rs.’ (000s) 7,210) received free of cost. The depreciation for the year on suchassets is Rs. Nil (Previous year Rs. Nil) and the accumulated depreciation thereon is Rs. ’(000s) 7,138 (Previous year Rs.’ (000s) 7,138).

c. Plant and machinery given on lease aggregating to Rs.’ (000s) 9,824 (Previous year Rs.’ (000s) 9,824). The depreciation for the yearis Rs.’ (000s) Nil (Previous year Rs.’ (000s) Nil), the accumulated depreciation thereon being Rs.’ (000s) 9,726 (Previous yearRs.’ (000s) 9,726).

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7. Unexpired foreign exchange forward contractsThe following are outstanding Foreign Exchange Forward contracts as at 31 March, 2009.

Foreign Currency No of Contracts Notional amount Rupee Equivalentof Forward contracts (Rs. /000s)in foreign currency

USD 2 1,299,089 64,420(5) (6,663,568) (267,196)

As of the balance sheet date, the Company has net foreign currency exposure that are not hedged by a derivative instrument orotherwise amounting to Rs. ‘000s 507,946 (Previous year Rs.’ (000s) 332,868).

Amounts in brackets represents previous year’s figures.Year ended Year ended

31.03.09 31.03.08

Rs./000s Rs./000s8. Earnings in foreign currency

a. Export (Services) 1,719,171 1,328,034b. Export (Hardware) - 96,876

9. Expenditure in Foreign Currency

a. Living allowance 405,363 245,603b. Travel 11,755 6,667c. Overseas branch expenses and others 42,256 37,732d. Technical services 27,457 32,889e. Taxes in Foreign Jurisdiction 22,341 16,778

10. Value of imports (calculated on CIF basis)a. Equipment / system software 625,581 2,050,619b. Stores and spares 1,636 1,907c. Capital equipment 18,990 19,625

11. Goods in Transit exclude customs duty pending clearance Rs. ‘(000s) 345 (Previous year Rs.’ (000s) 12).

12. Managerial Remuneration

a. Managerial Remuneration for Directors’(excluding provision for encashable leave and gratuity asseparate figures for Whole-time Directors is not available). 8,539 6,000

b. The above is inclusive of:• Estimated expenditure on perquisites 1,023 1,533• Contribution to Provident and Superannuation Fund 531 366

Non Executive Directorsa. Commission 2,500 1,800b. Sitting fees 1,515 735

Computation of Net Profit in accordance with Section 309 (5) of the Companies Act, 1956.A. Profit before taxes and exceptional items 1,276,721 1,171,144B. Add:

a. Managerial Remuneration 8,539 6,000b. Provision for bad and doubtful debts and advances 44,359 2,581c. Loss on disposal of fixed assets 3,192 1,276

1,332,811 1,181,001

C. Less: Profit on redemption of mutual funds 47,075 5,547

D. Net Profit as per Section 309 (5) of the Companies Act, 1956 1,285,736 1,175,454

E. Maximum commission payable 12,857 11,754F. Commission provided to Independent Directors 2,500 1,800

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13. Information in regard to Purchases, Sales, Opening and Closing StocksComputer equipment and Peripherals

Year ended Year ended31.03.09 31.03.08

Nos. (Rs./000s) Nos. (Rs./000s)Opening stock 9,248 153,710 12,648 196,030Purchases 3,455 2,159,353 48,064 3,712,665Sales 11,653 2,317,010 51,464 3,875,737Closing stock* 1,050 92,630 9,248 153,710

* does not include goods in transit Rs.’ (000s) 36,476 (Previous year Rs.’ (000s) 8,506).

The quantitative details relate to quantities of main sub-systems whereas amounts include revenues relating to components as well, for which amountscannot be segregated.

14. Lease Commitments

a. Operating LeaseThe Company has taken property on operating lease and has recognized rent of Rs.’ (000) 44,053 (Previous Year Rs.’ (000) 23,986).The total of future minimum lease payments under leases for the following periods:

Particulars As at As at31.03.09 31.03.08

(Rs./000s) (Rs./000s)

a. Not later than one year 28,789 27,769b. Later than one year but not later than five years 32,008 11,447c. Later than five years 13,017 -

b. Finance LeaseThe Company has purchased and given on lease computer equipment, peripherals and system software. The details are asfollows:-

Particulars As at As at31.03.09 31.03.08

(Rs./000s) (Rs./000s)

a. Total gross investment 23,865 32,288• Not later than one year 8,423 8,423• Later than one year but not later than five years 15,442 23,865• Later than five years - -

b. Present value of Minimum Lease payments receivable 12,232 13,710• Not later than one year 2,483 1,478• Later than one year but not later than five years 9,749 12,232• Later than five years - -

c. Unearned Finance Income 11,633 18,578

15. Auditors’ Remuneration

Other expenses include Auditors’ remuneration as follows:Year ended Year ended

Particulars 31.03.09 31.03.08(Rs./000s) (Rs./000s)

Audit fee (including limited reviews) 3,200 3,200Tax audit 800 800Other services - 2Reimbursement of out-of-pocket expenses 181 199

4,181 4,201

* Exclusive of service tax

The remuneration disclosed above excludes fees of Rs. (000s) 4,235 (including Rs. (000s) 1,600 for representation before variousauthorities) (Previous year Rs. (000s) 2,425) for professional services rendered by a firm of accountants in which the partners of the firmof statutory auditors are partners.

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16. Pending RBI approval, certain anticipated losses from past international operations amounting to Rs. ‘(000s) 8,089 (Previous yearRs. ‘(000s) 8,089), which stand provided for, are not written off.

Approval of Reserve Bank of India for expenditure incurred on overseas operations amounting to Rs. ‘(000s) 3,436 (Previous yearRs. ‘(000s) 3,436) during the year 1991-92 has not yet been received.

17. Taxes

a. Current income tax includes taxes deducted in foreign jurisdiction Rs. ’(000s) 22,341 (Previous year Rs. ’(000s) 16,778).b. Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.c. Break up of deferred tax assets/liabilities and reconciliation of current year deferred tax charge is as follows:

(All amounts in Rs./000’s)

Particulars Opening Credited/ TotalBalance (Charged)

to P & L AccountDeferred Tax Liabilities:

Tax impact of difference between carrying amount of fixed assets in thefinancial statements and the income tax return (106,020) (2,515) (108,535)Total (106,020) (2,515) (108,535)

Deferred Tax Assets:

Tax impact of expenses charged in the financial statements but allowable asdeductions in future years under income tax• Provision for Doubtful Debts 5,895 15,078 20,973• Provision for Employee Benefits 135,191 (21,695) 113,496• Other expenses 1,022 2,193 3,215

Total 142,108 (4,424) 137,684Net Deferred Tax Asset/(Liability) 36,088 (6,939) 29,149

18. Retirement Benefit Plans

a. Defined contribution planThe Company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifyingemployees. The Company’s contribution to the Employees Provident Fund is deposited in a trust formed by the Company underthe Employees Provident Fund and Miscellaneous Provisions Act, 1952 which is recognized by the Income Tax authorities. Theprovident fund plan is operated by the Regional Provident Fund Commissioner. Under the scheme, the Company is required tocontribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefits.

The Company recognized Rs.’ (000s) 90,412 (Previous Year Rs.’ (000s) 91,059) for provident fund contributions in the Profit & Lossaccount. The contribution payable to the plan by the Company is at the rate specified in rules to the scheme.

b. Defined benefit plani. Gratuity Plan

The Company makes annual contribution to the Employee’s Group Gratuity-cum-Life Assurance scheme of the Life InsuranceCorporation of India, a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment tovested employees at retirement, death while in employment or on termination of employment of an amount equivalent to15 days salary payable for each completed year of service or part thereof in excess of 6 months subject to a maximum ofRs. 350,000. Vesting occurs upon completion of 5 years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the ProjectedUnit Credit Method with actuarial valuations being carried out at each balance sheet date.

ii. Medical PlanThe Medical plan liability arises on retirement of an employee. The aforesaid liability is calculated on the basis of fixed annualamount per employee (based on the basic salary) for qualifying employees.

The most recent actuarial valuation of plan assets and the present value of the defined obligation were carried out on 31March 2009. The present value of the defined obligation and the related current service cost and past service cost, weremeasured using Projected Unit Credit Method.

c. The following tables set out the funded status of the gratuity plan and medical plan and amounts recognized in the Company’sfinancial statements as at 31 March, 2009.

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i. Change in benefit obligations:

Particulars Gratuity Medical TotalBenefit Plan(Unfunded)

(Rs. / 000s) (Rs. / 000s) (Rs. / 000s)Present value of obligations as on 01.04.08 165,836 51,254 217,090

(155,006) (56,553) (211,559)Current service cost 14,744 331 15,075

(15,784) (4,210) (19,994)Interest Cost 13,935 4,100 18,035

(12,788) (4,722) (17,510)Actuarial gain/(Loss) on obligation 18,953 -7,241 11,712

(-6,697) (-13,395) (-20,092)Benefits paid -23,875 -3,890 (-27,765)

(-11,045) (-836) (-11,881)Present value of obligations as on 31.03.09 189,593 44,554 234,147

(165,836) (51,254) (217,090)ii. Change in Plan Assets:

Fair value of Plan Assets as on 01.04.08 14,184 - 14,184(6,153) (-) (6,153)

Expected return on plan assets 1,779 - 1,779(2,098) (-) (2,098)

Employers Contributions 20,000 - 20,000(18,705) (-) (18,705)

Benefits paid -23,874 - -23,874(-11,045) (-) (-11,045)

Actuarial gain 794 - 794(-1,727) (-) (-1,727)

Fair value of plan assets as on 31.03.09 12,883 - 12,883(14,184) (-) (14,184)

iii. Net Liability (i-ii): 176,710 44,554 221,264(151,652) (51,254) (202,906)

iv. Net cost for the year ended 31 March, 2009:

Current Service cost 14,744 331 15,075(15,784) (4,210) (19,994)

Interest cost 13,935 4,100 18,035(12,788) (4,722) (17,510)

Expected return on plan assets -1,779 - -1,779(-2,098) (-) (-2,098)

Actuarial gain recognized during the year 18,158 (-7,241) 10,917(-4,970) (-13,395) (-18,365)

Net Cost 45,058 -2,810 42,248(21,504) (-4,463) (17,041)

Note: Amounts in brackets and italics represent previous year’s figures.

v. Principal actuarial assumptions:

Sr. No. Particulars Refer Note below Year ended Year ended31.03.2009 31.03.2008

i. Discount rate (p.a.) 1 7.50% 8.00%ii. Expected rate of return on assets (p.a.) 2 8.00% 8.00%ii. Salary escalation rate (p.a.) 3 4.00% 4.00%

Notes:1. The discount rate is based on the prevailing market yields of India Government securities as at the balance sheet date for the estimated

term of obligations.2. The expected return is based on the expectation of the average long term rate of return expected on investments of the fund during

the estimated term of the obligation.3. The estimates of future salary increases considered take into account the inflation, seniority, promotion and other relevant factors.

Demographic assumptions:1. Retirement age 60 years2. Mortality Table Standard Table LIC (1994-96) Ultimate

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19. Related Party Disclosures

a. List of related partiesi. Company holding substantial interest in voting power of the Company

• Tata Sons Limited (the Ultimate Holding Company)• Tata Consultancy Services Limited (the Holding Company)

ii. Fellow Subsidiaries• Tata AIG General Insurance Company Limited• Tata AIG Life Insurance Company Limited• E-NXT Financials Private Limited• Tata Capital Limited• Tata Internet Services Limited• Tata Teleservices (Maharashtra) Limited• Tata Consultancy Services, Deutschland GmbH• Tata Consultancy Services, Netherlands BV• Tata Consultancy Services Sverige AB• Tata Teleservices Limited• TCE Consulting Engineers Limited• Tata Business Support Services Limited (formerly E2E Serwiz Solutions Limited)• Tata Consultancy Services, Asia Pacific Pte Limited

iii. Subsidiary• CMC Americas Inc. (formerly Baton Rouge International Inc.)

iv. Key Management Personnel• Mr. R. Ramanan

b. Transactions /balances outstanding with Related Parties. (All amounts in Rs./000s)

Transactions/ Holding Subsidiary Fellow Key TotalOutstanding Company Company Subsidiary Management

Balances Personnel

Purchase of goods/services 111,413 338,312 16,370 - 466,095(note a)

(585,293) (216,476) (17,484) (-) (819,253)Sale of goods 1,114,805 - 283,961 - 1,398,766

(note b)(1,888,181) (-) (464,017) (-) (2,352,198)

Service income 1,323,469 1,221,142 148,539 - 2,693,150(note c)

(1,992,045) (941,332) (55,043) (-) (2,988,420)Managerial Remuneration - - - 8,539 8,539

(-) (-) (-) ( 6,000) (6,000)Interest expense 30,464 - - - 30,464

(16,078) (-) (-) (-) (16,078)Debtors/Unbilled revenues outstanding at year end 785,298 451,387 81,311 - 1,317,996

(note d)(995,706) (215,537) (49,103) (-) (1,260,346)

Creditors / Advances at year end 110,250 34,290 1,777 - 146,317(note e)

(121,646) (-) (631) (-) (122,277)Unsecured Loans 344,941 - - - 344,941

(289,345) (-) (-) (-) (289,345)Loans/ advances at year end - - - - -

(14,613) (-) (-) (-) (14,613)Investment in Share Capital - 81,801 - - 81,801

(-) (81,801) (-) (-) (81,801)Other transactions* 110,550 - 814 - 111,364

(77,129) (-) (-) (-) (77,129)

* Includes dividend paid to Holding CompanyNote: Amounts in brackets and italics represent previous year’s figure.

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Notes:Disclosures in respect of transactions in excess of 10% of the total related party transactions of the same type.

Notes Particulars Year ended/ Year ended/Ref. As at As at

31.03.2009 31.03.2008(Rs. /000s) (Rs. /000s)

a. Purchase of Goods / Services

Tata Teleservices Limited 8,653 6,794

Tata Teleservices (Maharashtra) Limited 7,657 4,846

Tata Business Support Services Limited

(formerly E2E Serwiz Solutions Limited) - 5,605

b. Sale of Goods

Tata Teleservices Limited 279,503 229,828

Tata Business Support Services Limited

(formerly E2E Serwiz Solutions Limited) 4,458

Tata Teleservices (Maharashtra) Limited - 208,748

c. Service Income

Tata Consultancy Services, Netherlands BV 40,361 -

Tata Teleservices Limited 20,698 -

Tata Consultancy Services, Asia Pacific Pte Limited 27,335 5,690

Tata Consultancy Services Sverige AB 48,340 40,028

d. Debtors / Unbilled Revenue

Tata Consultancy Services, Netherlands BV 24,304 -

Tata Teleservices Limited 19,989 12,521

Tata Consultancy Services, Asia Pacific Pte Limited 16,710 5,688

Tata Consultancy Services Sverige AB 12,612 20,910

Tata Capital Limited - 4,950

e. Creditors / Advances

Tata Teleservices (Maharashtra) Limited 1,495 258

Tata AIG General Insurance Company Limited 213 213

Tata Teleservices Limited - 133

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20. Segment Information

a. Financial information about the primary business segments is given below:(All amounts in Rs./000s)

Customer Systems ITES Education TotalServices Integration and Training

i. SEGMENT REVENUE

- Sales and Services 3,857,456 3,107,378 715,726 439,919 8,120,479(5,667,813) (2,975,206) (629,167) (471,645) (9,743,831)

- SEZ Income & Other 84,068Operating Income (28,116)

- Other Income -23,067 13,145 7,185 4,811 2,074(67,688) (3,162) (20,772) (1,093) (92,715)

ii. SEGMENT RESULTS 209,616 1,141,215 152,599 50,045 1,553,475(475,469) (902,880) (121,828) (101,799) (1,601,976)

iii. UNALLOCABLE EXPENSES 257,954(net of unallocable income) (427,209)

iv. OPERATING PROFIT 1,295,520(1,174,767)

v. INTEREST EXPENSE (NET) 18,799(3,623)

vi. PROVISION FOR TAX- Current income tax 197,839

(272,769)- Deferred income tax 6,939

(1,391)- Fringe benefit tax 16,225

(14,749)vii. NET PROFIT 1,055,718

(882,235)viii. OTHER INFORMATION

Segment assets 2,133,626 1,451,787 355,288 144,762 4,085,463(2,432,552) (1,246,661) (310,362) (146,269) (4,135,844)

Unallocable assets 3,057,033(2,486,774)

TOTAL ASSETS 7,142,496(6,622,618)

Segment liabilities 1,567,472 557,048 154,169 142,467 2,421,156(2,029,847) (526,393) (142,217) (143,421) (2,841,878)

Unallocable liabilities 896,191(745,438)

TOTAL LIABILITIES 3,317,347(3,587,316

Capital Expenditure 8,114 35,394 4,871 3,328(663) (836) (350) (-)

Depreciation 12,403 30,813 7,682 9,103(12,564) (25,917) (7,238) (6,913)

Non-cash expenses otherthan depreciation 43,272 69,821 6,320 12,573

(31,762) (59,091) (18,170) (8,849)

i. Unallocated assets include investments, advance tax and tax deducted at source.ii. Unallocated liabilities include secured/unsecured loans, deferred tax/current tax liabilities, proposed dividend and tax on proposed

dividend.iii Amounts in brackets and italics represent previous year’s figures.

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Thirty third annual report 2008 - 2009

b. Geographical Segment

(All amounts in Rs. / 000s)

India United United Others TotalStates of KingdomAmerica

SEGMENT REVENUE- Sales and Services 6,490,904 1,220,346 159,503 333,794 8,204,547

(8,335,784) (1,037,616) (151,358) (247,189) (9,771,947)- Other Income 198,091 - - - 198,091

(118,957) (-) (-) (-) (118,957)TOTAL ASSETS 6,102,963 472,046 60,021 507,466 7,142,496

(5,863,944) (230,806) (45,974) (481,896) (6,622,620)TOTAL LIABILITIES 3,155,628 96,552 18,444 46,723 3,317,347

(3,443,229) (67,494) (15,615) (60,978) (3,587,316)

Note: Amounts in brackets and italics represent previous year’s figures.

21. Earnings per shareUnits Year ended Year ended

31.03.09 31.03.08

Net profit attributable to shareholders Rs./000s 1,055,718 882,235Weighted average number of equity shares in issue Nos. 000s 15,150 15,150Basic earning per share of Rs.10 each Rs. 69.68 58.23

The Company does not have any outstanding dilutive potential equity shares.

For and on behalf of the Board

S. Ramadorai R. Ramanan Dr K R S MurthyChairman Managing Director & CEO

J. K. Gupta Vivek Agarwal S Singh S ShroffChief Financial Officer Company Secretary & Head-Legal

Mumbai13 April, 2009

22. Disclosures as per Micro, Medium and Small Enterprises Development Act, 2006 (MSMED)

Particulars Year ended Year ended31.03.09 31.03.2008

(Rs./000s) (Rs./000s)

a. Amounts payable to suppliers under MSMED (suppliers) as on 31 March, 2009 - Principal 202 1,687 - Interest due thereon 398 184

b. Payments made to suppliers beyond the appointed day during the year- Principal 1,400 2,209 - Interest due thereon - 69

c. Amount of interest due and payable for delay in payment (which have been paid butbeyond the appointed day during the year) but without adding the interest under MSMED 136 9

d. Amount of interest accrued and remaining unpaid as on 31 March, 2009 398 262e. Amount of interest remaining due and payable to suppliers disallowable as deductible

expenditure under Income Tax Act, 1961 398 262

Note: The information has been given in respect of such vendors to the extent they could be identified as micro and small enterprises asper MSMED on the basis of information available with the Company.

23. Previous year’s figures have been presented for the purpose of comparison and have been regrouped/ reclassified where necessary.

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I. Registration DetailsRegistration No. State Code

Balance Sheet DateDate Month Year

II. Capital raised during the year (Amount in Rs. ‘000)Public Issue Rights Issue

Bonus Issue Private Placement (includes Adv. against Equity)

III. Position of mobilisation and deployment of funds (Amount in Rs. ‘000)Total Liabilities Total Assets

Sources of Funds Paid-up Capital (including Advance against Equity) Reserves and Surplus

Secured Loans Unsecured Loans

Application of FundsNet Fixed Assets Investments

Net Current Assets Miscellaneous Expenditure

Deferred Tax Assets

Accumulated Loss

IV. Performance of the Company (Amount in Rs. ‘000)Turnover Total Expenditure

Profit/(Loss) Before Tax Profit/(Loss) after Tax

Earning Per Share in Rs. Dividend Rate (%)

V. Generic Names of three Principal Products/Services of the Company (as per monetary terms)Item Code No.(ITC Code)

Product Description AUTOMATIC DATA PROCESSING MACHINES

N I L

4 1 7 0 0 8 9

1 9 7 0

3 1 0 3 0 9

0 1

N I L

1 5 1 5 0 0

N I L

9 6 9 2 7 8

1 8 9 1 0 6 1

2 9 1 4 9

8 4 0 2 6 3 9

1 2 7 6 7 2 1

6 9 . 6 8

N I L

4 1 7 0 0 8 9

N I L

3 6 7 3 6 4 9

3 4 4 9 4 0

1 2 8 0 6 0 1

N I L

7 1 2 5 9 1 8

1 0 5 5 7 1 8

1 5 0

8 4 . 7 1

+/-+

ADDITIONAL INFORMATION AS REQUIRED UNDER PART IV OF SCHEDULE VITO THE COMPANIES ACT, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

N I L

For and on behalf of the Board

S. Ramadorai R. Ramanan Dr K R S MurthyChairman Managing Director & CEO

J. K. Gupta Vivek Agarwal S Singh S ShroffChief Financial Officer Company Secretary & Head-Legal

Mumbai13 April, 2009

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STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THECOMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANY

As on 31 March, 2009

US $ INR

a. Capital 1,600,010 811,845,074

b. Reserves 4,827,998 244,972,619

c. Total Assets 21,961,926 1,114,348,125

d. Total Liabilities 15,533,918 788,190,999

e. Investments — —

Year Ended 31 March, 2009

US $ INR

f. Turnover 38,194,211 1,937,974,266

g. Profit/(Loss) before taxation 3,332,017 169,066,543

h. Provision for taxation 1,149,529 58,327,101

I. Profit /(Loss) after taxation 2,182,488 110,739,442

j. Proposed Dividend — —

Note : US $ above have been converted to INR at the exchange rate prevailing on 31.03.2009 (1 US $ = INR 50.74)

For and on behalf of the Board

S. Ramadorai R. Ramanan Dr K R S MurthyChairman Managing Director & CEO

J. K. Gupta Vivek Agarwal S Singh S ShroffChief Financial Officer Company Secretary & Head-Legal

Mumbai13 April, 2009

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57

AUDITORS’ REPORT

TO THE BOARD OF DIRECTORSOF CMC LIMITED ON THE CONSOLIDATED FINANCIALSTATEMENTS OF CMC LIMITED AND ITS SUBSIDIARY

We have examined the attached Consolidated Balance Sheet of CMC Limited (“the Company”) and its subsidiary as at31 March, 2009 and the Consolidated Profit and Loss Account for the year then ended and the Consolidated Cash FlowStatement for the year ended on that date.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinionon these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditingstandards in India. Those standards require that we plan and perform the audit to obtain reasonable assurance whether thefinancial statements are prepared, in all material respects, in accordance with an identified financial reporting framework andare free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonablebasis for our opinion.

We did not audit the financial statements of the Company’s subsidiary, whose financial statements reflect total assets ofRs. (000s) 1,114,348 as at 31 March, 2009 and total revenues of Rs. (000s) 1,911,238 for the year then ended. These financialstatements have been audited by other auditors whose reports have been furnished to us, and our opinion, insofar as itrelates to the amounts included in respect of the Company’s subsidiary, is based solely on the report of the other auditors.

We report that the consolidated financial statements have been prepared by the Company in accordance with the requirementsof Accounting Standard AS-21, Consolidated Financial Statements and on the basis of the separate audited financial statementsof the Company and its subsidiary included in the consolidated financial statements.

On the basis of the information and explanations given to us and on the consideration of the separate audit reports onindividual audited financial statements of the Company and its subsidiary, we are of the opinion that:

a. the Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of the Company and itssubsidiary as at 31 March, 2009;

b. the Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of theCompany and its subsidiary for the year ended on that date; and

c. the Consolidated Cash Flow Statement gives a true and fair view of the consolidated cash flows of the Company andits subsidiary for the year ended on that date.

For DELOITTE HASKINS & SELLSChartered Accountants

JITENDRA AGARWALMumbai Partner13 April, 2009 (Membership No. 87104)

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CONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2009

Schedule As at As atRef. 31.03.09 31.03.08

Rs./000s Rs./000s

SOURCES OF FUNDS

1. SHAREHOLDERS’ FUNDS(a) Share Capital 1 151,500 151,500(b) Reserves & Surplus 2 3,921,425 2,975,669

4,072,925 3,127,169

2. LOAN FUNDS(a) Unsecured Loans 3 497,161 289,345

4,570,086 3,416,514APPLICATION OF FUNDS

3 FIXED ASSETS(a) Gross Block 4 1,622,521 1,475,399(b) Less: Depreciation 801,405 789,786

(c) Net Block 821,116 685,613

(d) Capital Work in Progress 148,680 162,709

4 GOODWILL 3,412 3,412

5 DEFERRED TAX ASSETS(a) For the Parent (See note 13) 29,149 36,088(b) For the Subsidiary 8,321 4,370

37,470 40,458

6 INVESTMENTS 5 1,198,800 956,297

7 CURRENT ASSETS, LOANS & ADVANCES(a) Inventories 6 153,792 198,687(b) Sundry debtors 7 2,573,273 2,284,761(c) Unbilled revenues 900,241 1,088,320(d) Cash and bank balances 8 424,914 513,432(e) Loans and advances 9 1,493,116 976,643

5,545,336 5,061,8438 LESS : CURRENT LIABILITIES AND PROVISIONS 10

(a) Current Liabilities 2,545,962 2,865,912(b) Provisions 638,766 627,906

3,184,728 3,493,818

9 NET CURRENT ASSETS 2,360,608 1,568,025

4,570,086 3,416,514Notes forming part of the consolidated financial statements 15

As per our report of even date attached For and on behalf of the Board

For Deloitte Haskins & Sells S. Ramadorai R. Ramanan Dr K R S MurthyChartered Accountants Chairman Managing Director & CEO

Jitendra Agarwal J. K. Gupta Vivek Agarwal S Singh S ShroffPartner Chief Financial Officer Company Secretary & Head-LegalMembership No. 87104

Mumbai Mumbai13 April, 2009 13 April, 2009

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59

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2009

Schedule Year ended Year endedRef. 31.03.09 31.03.08

Rs./000s Rs./000s

INCOME

1. Sales and services 11 9,398,346 10,647,383

2. Other Income 12 279,863 118,957

9,678,209 10,766,340

EXPENDITURE

3. Operating and other expenses 13 8,131,457 9,456,829

4. Depreciation 4 93,421 79,054

5. Interest (Net) 14 15,138 (3,148)

8,240,016 9,532,735

PROFIT BEFORE TAX 1,438,193 1,233,605

6. Provision for Taxes (See note 12) 276,722 310,238

PROFIT AFTER TAX CARRIED FORWARD TO RESERVES AND SURPLUS 1,161,471 923,367

Basic and diluted Earnings Per Share (Rupees) (See note 18) 76.66 60.95

Notes forming part of the consolidated financial statements 15

As per our report of even date attached For and on behalf of the Board

For Deloitte Haskins & Sells S. Ramadorai R. Ramanan Dr K R S MurthyChartered Accountants Chairman Managing Director & CEO

Jitendra Agarwal J. K. Gupta Vivek Agarwal S Singh S ShroffPartner Chief Financial Officer Company Secretary & Head-LegalMembership No. 87104

Mumbai Mumbai13 April, 2009 13 April, 2009

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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2009

Year ended Year ended31.3.09 31.3.08

Rs./000s Rs./000sA. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 1,438,193 1,233,605Adjustments for :

Depreciation 93,421 79,054Interest expenses 24,169 10,416Dividend On Mutual Fund (47,075) (11,844)(Profit) /Loss on sale of fixed assets (1,577) 104Unclaimed balances/provisions written back (25,101) (90,752)Provision for doubtful debts (net) 150,369 116,710Unrealised Foreign exchange loss/(gain) (49,155) (4,271)Exchange difference on translation of foreign currency cash andcash equivalents (2,314) 349Fixed assets written off 3,192 1,172Transfer from capital reserve (2) (2)

Operating profit before working capital changes 1,584,120 1,334,541

Adjustments for :Increase/(Decrease) in trade and other receivables (295,046) 574,599Increase/(Decrease) in inventories 44,895 31,964Increase/(Decrease) in trade payables and other liabilities (627,636) (485,195)Cash generated from operations 706,333 1,455,909Direct taxes paid/deducted at source (436,429) (431,804)

NET CASH FROM/(USED) IN OPERATING ACTIVITIES (A) 269,904 1,024,105B. CASH FLOW FROM INVESTING ACTIVITIES

Dividend on Mutual Fund 47,075 11,844Purchase of fixed assets (218,819) (89,038)Sale of fixed assets 2,309 799Foreign exchange translation adjustment (arising on consolidation) 50,158 (11,992)

NET CASH FROM/(USED) IN INVESTING ACTIVITIES (B) (119,277) (88,387)C. CASH FLOW FROM FINANCING ACTIVITIES

Interest paid (10,750) (3,597)Proceeds/(Payment) of short term borrowings – (177,556)Proceeds/(Payment) of long term borrowings 207,816 289,345Dividend paid (including dividend tax) (194,972) (141,798)NET CASH FROM FINANCING ACTIVITIES (C) 2,094 (33,606)NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 152,721 902,112

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 1,468,680 537,657[including short term investment Rs. ‘(000) 956,297]

Add: Transitional provision as per AS-15 not affecting Cash Flow – 30,309

Exchange difference on translation of foreign currency cah and cash equivalents 2,314 (349)

CASH AND CASH EQUIVALENTS AT END OF THE YEAR 1,623,715 1,469,729[including short term investment Rs. ‘(000) 1,198,800]Note: Cash and Cash equivalent include restristed cash 1,919 1,564

As per our report of even date attached For and on behalf of the Board

For Deloitte Haskins & Sells S. Ramadorai R. Ramanan Dr K R S MurthyChartered Accountants Chairman Managing Director & CEO

Jitendra Agarwal J. K. Gupta Vivek Agarwal S Singh S ShroffPartner Chief Financial Officer Company Secretary & Head-LegalMembership No. 87104

Mumbai Mumbai13 April, 2009 13 April, 2009

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61

As at As at31.03.09 31.03.08

Rs./000s Rs./000sSchedule 1 : SHARE CAPITAL

Authorised35,000,000 (Previous year 35,000,000) equity share of Rs.10 each 350,000 350,000

Issued, Subscribed and Paid up15,150,000 (Previous year 15,150,000) equity shares of Rs.10 each fully paid up 151,500 151,500

Of the above 7,744,961 (Previous year 7,744,961) equity shares are held by Tata ConsultancyServices Limited, the Holding Company(See note 2)

Schedule 2 : RESERVES AND SURPLUS

(a) Capital Reserve(Grants from Government of India)(i) Opening balance 545 547(ii) Less:Transferred to Profit and Loss Account 2 2

(iii) Closing balance 543 545

(b) General Reserve(i) Opening balance 178,007 64,099(ii) Add: Transferred from Profit and Loss Account 105,572 88,224

Add/(Less) -Adjustment for Decrease/(Increase) in Opening Provision - 25,684for Employee Benefits

(iii) Closing balance 283,579 178,007

(c) Foreign currency translation reserve(arising on consolidation)(i) Opening balance 947 12,939(ii) Add: Adjustment for current year 50,158 (11,992)

(iii) Closing balance 51,105 947

(d) Profit and Loss account(i) Opening balance 2,796,170 2,155,999(ii) Add: Additions during the year 1,161,471 923,367

3,957,641 3,079,366(iii) Less: Proposed dividend 227,250 166,650(iv) Less: Tax on Proposed dividend 38,621 28,322(v) Less: Transfer to General reserve 105,572 88,224

3,586,198 2,796,170

3,921,425 2,975,669

Schedule 3 : UNSECURED LOANS

Long Term loan 497,161 289,345

497,161 289,345

Note:1. Loans repayable within one year Rs.’(000s) 17,247 [Previous year Rs.’(000s) 19,290]

SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

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Schedule 4 : FIXED ASSETS(All amounts in Rs./000s)

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As at Additions Deductions/ As at As at For the Deductions/ As at As at As at01.04.08 Adjustments 31.03.09 01.04.08 year Adjustments 31.03.09 31.03.09 31.03.08

(a) Land(i) Leasehold 59,615 - - 59,615 10,383 762 11,145 48,470 49,232(ii) Freehold 605 - - 605 - - 605 605

(b) Buildings(i) Leasehold 16,167 16,167 13,753 34 - 13,787 2,380 2,414(ii) Freehold * 464,665 130,113 594,778 72,031 7,918 - 79,949 514,829 392,634

(c) Plant & Machinery(i) Computers 584,648 74,672 59,456 599,864 434,962 61,451 57,661 438,752 161,112 149,686(ii) Office and other equipment 53,095 1,873 10,016 44,952 32,916 1,619 5,416 29,119 15,833 20,179(iii) Others 185,840 17,677 11,766 191,751 159,029 13,475 14,918 157,586 34,165 26,811

(d) Furniture & Fittings 104,822 8,513 4,488 108,847 63,911 7,598 3,807 67,702 41,145 40,911

(e) Vehicles 5,942 - - 5,942 2,801 564 - 3,365 2,577 3,141

TOTAL 1,475,399 232,848 85,726 1,622,521 789,786 93,421 81,802 801,405 821,116 685,613

(f) Capital work-in-progress** 162,709 122,501 136,530 148,680 - - - - 148,680 162,709

GRAND TOTAL 1,638,108 355,349 222,256 1,771,201 789,786 93,421 81,802 801,405 969,796 848,322

Previous Year 1,614,529 258,712 235,133 1,638,108 783,381 79,054 72,649 789,786 848,322 831,148

* Freehold additions include Interest capitalised amounting to Rs’(000s) 8,125 [Previous year Rs ‘(000s) 2,274]** Capital work-in-progress includes Interest capitalised amounting to Rs’(000s) 17,412 [Previous year Rs ‘(000s) 6,992]

As at As at31.03.09 31.03.08

Rs./000s Rs./000sSchedule 5 : INVESTMENTS

CURRENT INVESTMENTS (UNQUOTED)

Investments - Mutual Funds 1,198,800 956,297

1,198,800 956,297

Note:1 Book value of current unquoted investments 12,19,149 9,57,406

Investment in Mutual Funds

Beneficiary Balance as on 01.04.08 Purchases during the year Sold during the year Balance as on 31.3.09 No. of Units Rs.’(000) No. of Units Rs.’(000) No. of Units Rs.’(000) No. of Units Rs.’(000)

UNQUOTED INVESTMENT

Fixed Maturity PlanAIG Quarterly Interval Fund-Series - 1 - - 51,110 51,110 51,110 51,110 - -Birla Sun Life Fixed Term Plan - Series BC-Growth - - 13,000,000 130,000 - - 13,000,000 130,000Birla Sun Life Medium Term Plan - - 5,000,000 50,000 - - 5,000,000 50,000Canara Robeco - Fixed Maturity Plan -Series - 4 (Quarterly Plan 1) - - 9,216,944 92,169 9,216,944 92,169 - -Canara Robeco Interval Scheme Series - 2 (Quarterly Plan 2) - - 4,093,429 40,934 4,093,429 40,934 - -DSP Merrill Lynch Liquid FMP - 3 Months - Series 3 7,031,308 70,314 109,178 1,106 7,140,486 71,420 - -ICICI Prudential Fmp-Series 39 -16 Weeks Plan A 2,000,000 20,402 49,420 92 2,049,420 20,494 - -ICICI Prudential Interval Fund Quarterly Interval Plan IIRetail Dividend - Reinvestment - - 13,222,233 132,530 13,222,233 132,530 - -ING FMP II - Institutional Growth 5,000,000 50,000 - - - - 5,000,000 50,000JM Interval Fund - Quarterly Plan 4( Institutional dividend Plan (299) ) 2,015,637 20,156 5,113,556 51,136 7,129,192 71,292 - -JM Interval Fund - Quarterly Plan 6 (Jm Qif - 6) 5,031,795 50,318 71,818 718 5,103,613 51,036 - -Kotak FMP 13M Series 4 5,000,000 50,000 - - - - 5,000,000 50,000Kotak Quarterly Interval Plan Series - 3 - - 5,100,695 51,007 5,100,695 51,007 - -Reliance Interval Fund 1,998,981 20,000 11,848 119 2,010,828 20,119 - -SBI Debt Fund Series - 90 Days - 24 - Dividend - - 10,177,920 101,779 10,177,920 101,779 - -SBI Debt Fund Series - 90 Days - 32 - Dividend - - 2,037,812 20,378 2,037,812 20,378 - -SBI SDFs 370 Days - 2 - - 4,000,000 40,000 - - 4,000,000 40,000Sundaram BNP Paribas FTP 90 Days Series 5 - - 2,036,182 20,362 2,036,182 20,362 - -Sundaram BNP Paribas FTP 90 Days Series 6 - - 2,035,774 20,358 2,035,774 20,358 - -Sundaram BNP Paribas Interval Fund Qtrly Plan E (90 Days) - - 2,044,660 20,447 2,044,660 20,447 - -Tata Dynamic Bond Fund Option A 7,640,788 80,252 25,147 342 7,665,935 80,594 - -Tata Fixed Horizon Fund Series 17 - Schme D 3,022,433 30,224 36,595 371 3,059,028 30,596 - -

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Schedule 5 (Contd.)

Investment in Mutual Funds

Beneficiary Balance as on 01.04.08 Purchases during the year Sold during the year Balance as on 31.3.09 No. of Units Rs.’(000) No. of Units Rs.’(000) No. of Units Rs.’(000) No. of Units Rs.’(000)

Tata Fixed Income Portfolio Fund - A2 10,038,763 100,491 - - 10,038,763 100,492 - -UTI Fixed Income Interval Fund - Quarterly Interval Plan Series - I 3,000,000 30,000 3,125,689 31,257 6,125,689 61,257 - -UTI Fixed Maturity Plan - Hy FMP 11,000,000 110,000 244,644 2,472 11,244,644 112,472 - -UTI Fixed Maturity Plan Qtrly FMP - 06/08 -II Institutional Divident Plan - Reinvestment - - 11,205,813 112,085 11,205,813 112,085 - -UTI Short Term Maturity Plan Series I - IX (90 Days) - - 3,068,727 30,687 3,068,727 30,687 - -

Liquid PlusBirla Sun Life Short Term Fund - - 5,006,871 50,096 5,006,871 50,096 - -Birla Sunlife Liquid Plus - - 10,143,190 101,501 - - 10,143,190 101,501Canara Robeco - Liquid Plus-IP - - 7,255,627 90,021 7,255,627 90,021 - -Canara Robeco - Liquid Super Instt. - - 9,984,803 100,257 9,984,803 100,257 - -Canara Robeco Liquid Plus Super Instt. Daily -Dividend Reinvestment - - 8,075,006 100,187 8,075,006 100,187 - -DSP Merrill Lynch Strategic Bond Fund-IP 50,088 50,279 585 262 50,673 50,541 - -Fortis Money Plus - - 19,045,381 190,513 - - 19,045,381 190,513HDFC Cash Management Fund-Saving Plus- Wholesale -Dividend Reinvestment - - 20,120,550 201,839 10,051,695 100,834 10,068,855 101,006ICICI Prudential Flexible Income Plan -Dividend Reinvestment - - 23,789,282 251,536 9,501,235 100,461 14,288,047 151,075ICICI Prudential Flexible Income Plan -Dividend Reinvestment - - 5,708,520 60,359 5,708,520 60,359 - -ICICI Prudential Floating Rate Plan - D -Daily Dividend Reinvestment 5,135,925 51,370 2,098,288 20,987 7,234,213 72,357 - -ICICI Prudential Institutional Income Plan -Dividend Reinvestment - - 4,019,420 50,092 4,019,420 50,092 - -ING Liquid Plus Fund Institutional -Daily Dividend Reinvestment 1,027,429 10,278 16,346 164 1,043,775 10,441 - -JM Money Manager Fund - Super Plan - - 4,038,333 40,406 4,038,333 40,406 - -JM Money Manager Fund - Super Plus 3,029,142 30,304 11,217,532 112,231 6,128,097 61,306 8,118,577 81,229Kotak Floater Long Term - - 12,063,589 121,599 12,063,589 121,599 - -Reliance Liquid Plus Fund - Dividend - - 91,057 91,160 - - 91,057 91,160Sundaram BNP Paribas Liquid Plus -Inst. Dividend Reinvestment - - 5,050,216 50,628 5,050,216 50,628 - -Tata Floater Fund - Daily Dividend 7,027,042 70,521 120,432,578 1,208,613 125,273,371 1,257,193 2,186,249 21,940Tata Liquid Fund - Super High Investment Fund -Daily Dividend - - 179,578 200,143 179,578 200,143 - -Templeton FRIF - Long Term - Super - IP -Daily Dividend Reinvestment 11,126,747 111,388 21,345,286 213,659 32,472,033 325,046 - -Templeton India Treasury Management Account - Super IP -Dividend Reinvestment - - 60,429 60,470 60,429 60,470 - -UTI Liquid Cash Plan Institutional - Daily Income Option - Reinvestment - - 166,870 170,115 166,870 170,115 - -UTI Treasury Advantage Fund - - 140,335 140,376 - - 140,335 140,376

Total 956,297 4,628,905 4,386,402 1,198,800

As at As at31.03.09 31.03.08

Rs./000s Rs./000s

Schedule 6 : INVENTORIES

(a) Finished goods - equipment for resale 123,106 162,216(b) Components/spares for maintenance and resale 14,736 19,043(c) Education and training material 6,308 12,640(d) Work-in-progress 9,642 4,788

153,792 198,687

Note: Finished goods include goods in transit Rs. ‘(000s) 36,476 (Previous year Rs. ‘(000s) 8,505)

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As at As at31.03.09 31.03.08

Rs./000s Rs./000s

Schedule 7 : SUNDRY DEBTORS

a. Over six months old (unsecured):Considered good 461,489 475,192Considered doubtful 236,778 237,095

698,267 712,287b. Others (unsecured):

Considered good 2,099,552 1,795,859

2,797,819 2,508,146Less: Provision for doubtful debts 236,778 237,095

2,561,041 2,271,051

c. Future lease installments receivable (unsecured) (See note 15b) 23,865 32,288Less: Unearned finance and service charges 11,633 18,578

12,232 13,710

2,573,273 2,284,761

Schedule 8 : CASH AND BANK BALANCES

(a) Cash on hand [including stamps on hand 2,844 2,659Rs.’(000s) 11 (Previous year Rs.’(000s) 18)]

(b) Cheques/demand drafts in hand 17,517 53,488(c) Balance with scheduled banks in:

(i) Current accounts 95,117 302,187(ii) Cash credit accounts 270,699 121,170(iii) Deposit accounts* 38,737 33,928

424,914 513,432

*includes Rs.’(000s) 1,195 on account of fixed deposits pledged with customers as security [Previous year Rs.’(000s) 1,195]

Schedule 9 : LOANS AND ADVANCES

(a) Advances recoverable in cash or in kind or for value to be received 971,395 609,667(b) Advance income tax and tax deducted at source 553,615 376,665

[Net of Provision for Tax Rs ‘(000s) 1,562,203 {Previous yearRs.’(000s) 1,393,482} and Fringe Benefit Tax Rs ‘(000s) 67,128{Previous year ‘(000s) 50,903}]

1,525,010 986,332(c) Less: Advances considered doubtful 31,894 9,689

1,493,116 976,643Notes:1. Amounts due from directors - -

Maximum amounts due from directors during the year - 450

2. Includes deposits with Customs, Octroi, Electricity Boards etc. 59,163 14,732

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As at As at31.03.09 31.03.08

Rs./000s Rs./000sSchedule 10 : CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES(a) Sundry Creditors

(i) Micro and small Enterprises 600 1,687(ii) Others 1,586,954 1,873,315

(b) Customers’ security deposits and credit balances and advance against supplies and services to be rendered 251,838 186,396

(c) Investor Education and Protection Fund - Unclaimed dividend 1,919 1,564(d) Unearned revenue 638,674 721,490(e) Other liabilities 63,201 65,265(f ) Interest accrued but not due 2,776 16,195

2,545,962 2,865,912PROVISIONS(a) Proposed dividend 227,250 166,650(b) Provision for tax on proposed dividend 38,621 28,322(c) Provision for leave encashment 151,631 230,028(d) Provision for post retirement benefits 44,554 51,254(e) Provision for Gratuity 176,710 151,652

638,766 627,906

3,184,728 3,493,818

Year ended Year ended31.03.09 31.03.08

Rs./000s Rs./000sSchedule 11 : SALES AND SERVICES

(a) Sale of purchased equipment 2,319,622 3,891,089(b) Services

(i) Software services 4,528,250 4,163,929(ii) Maintenance services 523,641 595,335(iii) Other services 1,483,798 1,477,914

(c) Education and training 447,128 477,059(d) Lease rentals 11,839 12,389(e) Rentals from Special Economic Zone 84,068 29,668

9,398,346 10,647,383

Note: Lease rentals include income Rs. ’(000s) 6,945[Previous year Rs. ’(000s) 2,543] under finance leases.

Schedule 12 : OTHER INCOME

(a) Gain on foreign exchange fluctuations 94,448 -(b) Profit on sale of fixed assets 1,577 -(c) Transfer from capital reserve - capital grants 2 2(d) Unclaimed balances/provisions written back (see note 8) 106,872 90,752(e) Dividend from Mutual Funds 47,075 11,844(f ) Miscellaneous income 29,889 16,359

279,863 118,957

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Year ended Year ended31.03.09 31.03.08

Rs./000s Rs./000sSchedule 13 : OPERATING AND OTHER EXPENSES

1. Equipment Purchased for Resale 2,228,924 3,765,961

2. Payments to and Provisions for Employees

(a) Salaries, allowances and incentives 2,352,476 2,123,406(b) Contribution to provident and other funds 96,129 118,527(c) Staff welfare expenses 136,973 112,273(d) Retirement benefits (see note 14) 42,248 17,041

Sub-Total 2,627,826 2,371,247

3. Operating and Administration Expenses

(a) Components/spares for maintenance and resale 278,333 326,229(b) Sub-contracted/outsourced services 1,540,133 1,196,850(c) Purchased software 17,503 12,109(d) Freight, handling and packing expenses 25,389 29,812(e) Rent and hire charges 150,443 116,266(f ) Rates and taxes 28,615 20,481(g) Repairs and maintenance:

(i) Building 41,770 28,845(ii) Plant and machinery 26,161 19,461(iii) Other 4,753 5,687

(h) Electricity charges 89,371 79,925(I) Insurance 65,437 64,856(j) Travelling and conveyance 235,649 226,451(k) Printing, stationery and computer consumables 25,452 23,677(l) Communication, Postage, telephone and courier 86,842 77,616(m) Advertisement, publicity and business promotion 14,132 16,510(n) Directors’ sitting fees 1,515 735(o) Commision to Independent Directors 2,500 1,800(p) Professional and legal fees 112,089 62,384(q) Education and training :

(i) Payments to franchisees 141,690 132,402(ii) Other expenses 58,694 67,135

(r) Living expenses – overseas contracts 93,723 617,818(s) Provision for doubtful debts 44,190 2,846(t) Bad debts/advance written off 106,179 113,864(u) Loss on fixed assets written off 3,192 1,276(v) Loss on foreign exchange fluctuations (Net of gain) - 9,978(w) Other expenses 80,952 64,608

Sub-Total 3,274,707 3,319,621

Total 8,131,457 9,456,829

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Year ended Year ended31.03.09 31.03.08

Rs./000s Rs./000sSchedule 14 : INTEREST

1. Interest expense

(a) On fixed loans 20,044 9,684(b) Cash credit accounts with banks 14 571(c) Others 4,111 161

24,169 10,416

2. Less: Interest earned

(a) Loans to employees 225 275(b) Fixed deposits with banks [Tax deducted at source

Rs.’(000s) 79 (Previous year Rs.’(000s) 1,223)] 384 5,768(c) Others [Tax deducted at source Rs.’(000s) 130 (Previous

year Rs.’(000s) 143)] 8,422 7,521

9,031 13,564

15,138 (3,148)

Schedule 15 :

NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS

1. These accounts comprise a consolidation of the Balance Sheet, Profit and Loss Account and Cash Flow Statement of CMC Limited, acompany incorporated in India and its wholly owned subsidiary CMC Americas, Inc. (formerly known as Baton Rouge International,Inc.), which is incorporated in the United States of America.

2. Background

CMC Limited (the Parent) is engaged in the design, development and implementation of software technologies and applications,providing professional services in India and overseas, and procurement, installation, commissioning, warranty and maintenance ofimported/ indigenous computer and networking systems, and in education and training.

The Parent was a Government of India (GoI) enterprise up to 15 October, 2001. Under the disinvestment process, GoI sold 7,726,500shares representing 51 percent of the share capital to Tata Sons Limited, on 16 October, 2001. The GoI further sold its entire remainingbalance representing 26.25 percent of the share capital, in March 2004 by an open offer to the public.

On 29 March, 2004, as per specific approval granted by SEBI, Tata Sons Limited transferred its entire shareholding in the Company toTata Consultancy Services Limited (a subsidiary of Tata Sons Limited). As a result, the Parent has become a subsidiary of Tata ConsultancyServices Limited.

CMC Americas, Inc. (the Subsidiary) derives its revenue throughout the United States of America from two sources:

a. Information technology services at customer sites for a contract fee.

b. Auxiliary services, such as maintenance contracts, systems upgrades, and training of customer personnel.

3. Significant Accounting Policies

a. Basis of accounting

The financial statements of the Parent are prepared under the historical cost convention and comply with the Accounting Standardsprescribed by the Institute of Chartered Accountants of India.

b. Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Managementto make estimates and assumptions that affect the reporting balances of assets and liabilities and disclosures relating to contingentassets and liabilities as at the date of the financial statements and reporting amounts of income and expenses during the year.Examples of such estimates include provision for doubtful debts, future obligations under employee retirement benefit plans,income taxes, foreseeable estimated contract losses and useful life of fixed and intangible assets. Contingencies are recordedwhen it is probable that a liability will be incurred, and the amount can be reasonably estimated. Actual results could differ fromsuch estimates.

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c. Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Parent and its wholly owned subsidiary madeupto 31 March each year. All significant inter-Company transactions and balances are eliminated on consolidation. Goodwill arisingon consolidation represents the excess of the cost of acquisition over the book value of assets and liabilities at the date of acquisition.

d. Principles of Consolidation

The financial statements of the subsidiary used in the consolidation are drawn up to the same reporting date as of the Company.

The consolidated financial statements have been prepared on the following basis:

i. The financial statements of the Company and its subsidiary company have been combined on a line-by-line basis by addingtogether like items of assets, liabilities, income and expenses. Inter-Company balances and transactions and unrealized profitsor losses have been fully eliminated.

ii. The excess of cost to the Company of its investments in subsidiary company over its share of the equity of the subsidiarycompany at the date on which the investment in the subsidiary company are made, is recognized as ‘Goodwill’ being an assetin the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the dateof investment is in excess of cost of investment of the Company, it is recognized as ‘Capital Reserve’ and shown under thehead ‘Reserves and Surplus’, in the consolidated financial statements.

e. Fixed Assets and Depreciation

i. All fixed assets are stated at cost less accumulated depreciation. Cost includes purchase price and all other attributable costsof bringing the assets to working condition for intended use.

ii. Fixed assets acquired out of grants, the ownership of which rests with the grantor, are capitalized at cost.

iii. Capital work-in-progress comprises the cost of fixed assets that are not ready for their intended use at the balance sheet date

iv. Depreciation on all assets of the Parent is charged proportionately from the date of acquisition/installation on straight linebasis at rates prescribed in Schedule XIV of the Companies Act, 1956 except in respect of:

• Leasehold assets that are amortized over the period of lease.

• Computers, Plant and Machinery - (other items), that are depreciated over six financial years.

Assets costing less than Rs 5,000 individually have been fully depreciated in the year of purchase.

Depreciation on assets of the Subsidiary is charged based on the estimated useful life of the assets using the straight line methodof depreciation.

f. Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized asa part of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

g. Revenue Recognition

i. Revenue relating to equipment supplied is recognised on delivery to the customer and acknowledgement thereof, inaccordance with the terms of the individual contracts.

ii. Revenue from software development on fixed price contracts is recognised according to the milestone achieved as specifiedin the contract, and is adjusted on the “proportionate completion” method based on the work completed.

iii. On time and material contracts, revenue is recognised based on time spent as per the terms of the specific contracts.

iv. Revenue from warranty and annual maintenance contracts is recognised pro rata over the life of the contracts. Maintenancerevenue on expired contracts on which services have continued to be rendered is recognised on renewal of contract or onreceipt of payment.

v. Revenue from “Education and Training” is recognised on accrual basis over the course term.

h. Grants

i. Grants received for capital expenditure incurred are included in “Capital Reserve”. Fixed assets received free of cost areconsidered as a grant and are capitalised at notional value with a corresponding credit to the Capital Reserve account.

An amount equivalent to the depreciation charge on such assets is appropriated from capital reserve and recognised asrevenue in the Profit and Loss Account.

ii. Grants received for execution of projects is recognised as revenue to the extent utilized.

iii. Unutilised grants are shown under other liabilities.

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i. Inventories

Inventories include finished goods, stores and spares, work-in progress and education and training material.

i. Inventories of finished goods mainly comprising of equipment for resale are valued at the lower of cost (net of provision forobsolescence) or net realisable value.

ii. Inventories of stores and spares are valued at cost, net of provision for diminution in the value. Cost is determined on weightedaverage cost basis.

iii. Inventories of “Education and Training material” are valued at the lower of cost and net realisable value. Cost is determined onthe “First In First Out” basis.

iv. Work-in-progress comprises cost of infrastructural facilities in the process of installation at customers’ sites. These are valuedat cost paid/payable to sub-contractors.

j. Research and Development Expenses

Research and development costs of revenue nature are charged to the profit and loss account when incurred. Expenditure ofcapital nature is capitalised and depreciated in accordance with the rates set out in paragraph 3(e).

k. Foreign Exchange Transactions

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Monetary itemsdenominated in foreign currency and outstanding at the Balance Sheet date are translated at the exchange rate ruling on thatdate. Exchange differences arising on foreign currency transactions are recognized as income or expense in the period in whichthey arise. In case of forward contracts for foreign exchange, the difference between the forward rate and the rate at the inceptionof the forward contract is recognized as income or expense over the life of the contract. Any income or expense on account ofexchange differences either on settlement of the contract or on translation of the unmatured foreign currency contract at the rateprevailing on the date of the Balance Sheet date is recognized in the Profit and Loss Account.

In respect of the subsidiary, income and expenses are translated into the reporting currency at the average rate. All assets andliabilities are translated at the closing rate. The resulting exchange differences are transferred to foreign currency translationreserve.

l. Leases

Operating Lease

Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased asset are classified asoperating leases. Operating lease charges are recognised as an expense in the profit and loss account on a straight-line basis overthe lease term.

Finance Lease

Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Thelower of fair value of asset and present value of minimum lease rentals is capitalised as fixed assets with corresponding amountshown as lease liability. The principal component in the lease rentals is adjusted against the lease liability and interest componentis charged to profit and loss account.

m. Retirement Benefits

i. Post-employment benefit plans (for the Parent)

Payment to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit schemes, the cost of providing benefits is determined using Projected Unit Credit Method, with actuarialvaluations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the Profit & Lossaccount for the period in which they occur. Past service cost is recognized to the extent the benefits are already vested, andotherwise is amortised on a straight line method over the average period until the benefits become vested.

The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefitobligations as adjusted for unrecognized past service cost, and as reduced by the fair value of scheme assets. Any assetresulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions infuture contributions to the scheme.

ii. Short-term employee benefits (for the Parent)

The undiscounted amount of short term employee benefits expected to be paid in exchange of services rendered by employeesis recognized during the period when the employee renders the service. These benefits include compensated absences andperformance incentives.

iii. The Subsidiary is the sponsor of a defined contribution 401(K) Profit Sharing Plan for its employees. Subsidiary contributionto the plan for the year ended 31 March, 2009 aggregated to Rs ‘(000s) 1,693 (Previous Year Rs. ‘(00s) 2,012). The Subsidiary also

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sponsors a separate profit sharing plan for its employees. Benefits are paid upon retirement, total disability, death or termination.The Subsidiary did not make a contribution for the year ended 31 March, 2009.

iv. Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which theemployee renders the related services are recognized as a liability at the present value of the defined benefit obligation atthe balance sheet date.

n. Provision for taxation

Income tax comprises of current tax, fringe benefit tax and deferred tax. Current tax and fringe benefit tax is the amout of expectedto be paid for the year as determined in accordance with the provisions of the Income Tax Act, 1961. Deferred tax assets andliabilities are recognised for the future tax consequences of timing differences, subject to the consideration of prudence. Deferredtax assets and liabilities are measured using the tax rates enacted or substantively enacted by the Balance Sheet date.

o. Impairment

At each balance sheet date, the Company reviews the carrying amounts of its fixed assets to determine whether there is anyindication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the asset isestimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling price andvalue in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from itsdisposal are discounted to their present value using a pre-discount rate that reflects the current market assessments of time valueof money and the risks specific to the asset.

Reversal of impairment loss is recognized immediately as income in the profit and loss account.

p. Earnings Per Share (EPS)

The earnings considered in ascertaining EPS comprise the net profit after tax. The number of shares used in computing Basic EPSis the weighted average number of shares outstanding during the year.

q. Provisions and Contingencies

A provision is recognised when the Company has a present obligation as a result of a past event, when it is probable that anoutflow of resources embodying economic benefits will be required to settle the obligation and reliable estimate can be made ofthe amount of the obligation. A contingent liability is recognised where there is a possible obligation or a present obligation thatmay, but probably will not, require an outflow of resources.

4. Segment Information

i. Business segments

Based on similarity of activities, risks and reward structure, organisation structure and internal reporting systems, the Parent hasstructured its operations into the following segments:

Customer Services (CS): Hardware supplies and maintenance, facilities management and provision of infrastructure facilities.

Systems Integration (SI): Systems study and consultancy, software design, development and implementation, softwaremaintenance and supply of computer hardware in accordance with customers’ requirements. The operations of the Subsidiary fallin this category.

IT enabled Services (ITeS) - (Formerly Indonet): Value added services, data network, data center services, web design andhosting etc.

Education and Training (E&T): IT education and training service through its own centers and through franchisees.

Segment revenue and expenses include amounts, which are directly identifiable to the segment and allocable on a reasonablebasis. Segment assets include all operating assets used by the segment and consist primarily of debtors, inventory and fixedassets. Segment liabilities include all operating liabilities and consist primarily of creditors, advances/deposits from customersand statutory liabilities.

ii. Geographic segments

The Parent also provides services overseas, primarily in the United States of America, United Kingdom and others.

5. Research and Development Expenses

Expenditure includes “Research and Development” expenditure for the Parent aggregating to Rs.’ (000s) 66,355 (Previous yearRs.’ (000s) 76,993). Amounts aggregating to Rs.’ (000s) 1,906 (Previous year Rs.’ (000s) 2,615) have been capitalised.

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6. Contingent liabilities and Commitments

For the Parent:

As at As at31.03.09 31.03.08

Rs./000s Rs./000s

a. Claims against the Company not acknowledged as debts*

• Liability on income tax - 2,425• Under litigation 127,009 114,270• ESI Demand 280 280• Disputed demands raised by Sales Tax authorities for which the

Company has gone on appeal against the department* 86,245 59,997• Others 81,383 27,604

b. Unexpired Letters of Credit 546,271 292,808c. Guarantees issued by bankers against Company’s counter guarantee 258,477 179,325d. Sales tax on leased assets 3,726 3,726e. Estimated amount of contracts remaining to be executed on capital

account (net of advances) and not provided for 210,407 118,667

* No provision is considered necessary since the Company expects favourable decisions.

7. Fixed Assets

Gross Block for the Parent as at 31 March, 2009 includes:

a. Assets acquired from Grants and aggregating to Rs.’ (000s) 41,865 (Previous year Rs.’ (000s) 41,865) being the property of Governmentof India. The depreciation for the year on such assets is Rs.’ (000s) 2 (Previous year Rs.’ (000s) 2) and the accumulated depreciationat the year end was Rs.’ (000s) 41,394 (Previous year Rs.’ (000s) 41,392).

b. Assets aggregating to Rs.’ (000s) 7,210 (Previous year Rs.’ (000s) 7,210) received free of cost. The depreciation for the year on suchassets is Rs.’ (000s) Nil (Previous year Rs.’ (000s) Nil) and the accumulated depreciation thereon is Rs.’ (000s) 7,138 (Previous yearRs.’ (000s) 7,138).

c. Plant and machinery includes assets given on lease aggregating to Rs.’ (000s) 9,824 (Previous year Rs.’ (000s) 9,824). The depreciationfor the year is Rs.’ (000s) Nil (Previous year Rs.’ (000s) Nil), the accumulated depreciation thereon being Rs.’ (000s) 9,726 (Previousyear Rs.’ (000s) 9,726).

8. Other Income

Other income includes Rs. ‘(000) 81,741 on account of write back of a liability no longer required in the books of the subsidiary.

9. Unexpired Foreign Exchange Forward Contracts

The following are outstanding Foreign Exchange Forward contracts as at 31 March, 2009.

Foreign Currency No. of Contracts Notional amount Rupee Equivalentof Forward Contracts (in ‘000s)

in foreign currency (in ‘000s)

USD 2 1,299,089 64,420(5) (6,663,568) (267,196)

As of the balance sheet date, the Company has net foreign currency exposure that are not hedged by a derivative instrument orotherwise amounting to Rs. ‘000s 507,946 (Previous year Rs.’ (000s) 332,868).

Amounts in brackets represents previous year’s figures.

10. Self Insurance

The Subsidiary became self-insured for a portion of its medical and prescription drug benefits. The Subsidiary has accrued the estimatedliability for claims reported and processed, as well as claims incurred but not reported through 31 March, 2009. It has also obtainedreinsurance coverage for the policy year 1 October, 2008 through 30 September, 2009.

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11. Pending RBI approval certain anticipated losses for the Parent amounting to Rs.’ (000s) 8,089 (Previous year Rs.’ (000s) 8,089), whichstand provided for, are not written off.

Sanction of Reserve Bank of India for the Parent for expenditure incurred on overseas operations amounting to Rs.’ (000s) 3,436 (Previousyear Rs.’ (000s) 3,436) during the year 1991-92 has not yet been received.

12. Provision for Taxes

The provision for taxes is as follows: Year ended Year ended31.03.09 31.03.08

Rs.’000s Rs.’000sa. Current taxes

i. Domestic taxes* 214,064 287,518ii. Foreign taxes 58,256 22,218

b. Deferred taxesi. Domestic taxes 6,939 1,391ii. Foreign taxes (2,537) (889)

Total 276,722 310,238

*includes taxes in foreign jurisdiction Rs.’ (000s) 22,341 (Previous year Rs.’ (000s) 16,778)

13. Deferred Tax

a. Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.

b. Break up of deferred tax assets/liabilities and reconciliation of current year deferred tax charge for the Parent:

(All amounts in Rs. /000’s)

Particulars Opening (Charged)/ TotalBalance Credited to

Profit & LossAccount

Deferred Tax Liabilities: Tax impact of difference between carrying amount of fixed assetsin the financial statements and the income tax return (106,020) (2,515) (108,535)

Total (106,020) (2,515) (108,535)

Deferred Tax Assets:Tax impact of expenses charged in the financial statements but allowable as deductions in future years under income tax• Provision for Doubtful Debts 5,895 15,077 20,972• Provision for Employee Benefits 135,191 (21,695) 113,496• Other expenses 1,022 2,194 3,216

Total 142,108 (4,424) 137,684

Net Deferred Tax Asset/ (Liability) 36,088 (6,939) 29,149

14. Retirement Benefit Plans

a. Defined contribution plan (for the Parent)

The Company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifyingemployees. The Company’s contribution to the Employees’ Provident Fund is deposited in a trust formed by the Company underthe Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 which is recognized by the Income Tax authorities. Theprovident fund plan is operated by the Regional Provident Fund Commissioner. Under the scheme, the Company is required tocontribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefits.

The Company recognized Rs.’ (000s) 90,412 (Previous year Rs.’ (000s) 91,059) for provident fund contributions in the Profit & LossAccount. The contribution payable to the plan by the Company is at the rate specified in rules to the scheme.

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b. Defined benefit plan (for the Parent)

i. Gratuity plan

The Company makes annual contribution to the Employee’s Group Gratuity-cum-Life Assurance scheme of the Life InsuranceCorporation of India, a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment tovested employees at retirement, death while in employment or on termination of employment of an amount equivalent to15 days salary payable for each completed year of service or part thereof in excess of 6 months subject to a maximum ofRs. 350,000. Vesting occurs upon completion of 5 years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the ProjectedUnit Credit Method with actuarial valuations being carried out at each balance sheet date.

ii. Medical plan

The Medical plan liability arises on retirement and death of an employee. The aforesaid liability is calculated on the basis offixed annual amount per employee (based on the basic salary) for qualifying employees.

The most recent actuarial valuation of plan assets and the present value of the defined obligation were carried out on 31March, 2009. The present value of the defined obligation and the related current service cost and past service cost was measuredusing Projected Unit Credit Method.

c. The following tables set out the funded status of the gratuity plan and medical plan and amounts recognized in the Company’sfinancial statements as at 31 March, 2009.

i. Change in benefit obligations:

Particulars Gratuity Medical TotalBenefit Plan(Unfunded)

(Rs. / 000s) (Rs. / 000s) (Rs. / 000s)Present value of obligations as on 1.4.08 165,836 51,254 217,090

(155,006) (56,553) (211,559)Current service cost 14,744 331 15,075

(15,784) (4,210) (19,994)Interest Cost 13,935 4,100 18,035

(12,788) (4,722) (17,510)Actuarial gain on obligation 18,953 -7,241 11,712

(-6,697) (-13,395) (-20092)Benefits paid -23,875 -3,890 -27,765

(-11,045) (-836) (-11,881)

Present value of obligations as on 31.03.09 189,593 44,554 234,147(165,836) (51,254) (217,090)

ii. Change in plan assets:

Fair value of Plan Assets as on 1.4.08 14,184 - 14,184(6,153) (-) (6,153)

Expected return on plan assets 1,779 - 1,779(2,098) (-) (2,098)

Employers Contributions 20,000 - 20,000(18,705) (-) (18,705)

Benefits paid -23,874 - -23,874(-11,045) (-) (-11,045)

Actuarial gain 794 - 794(-1,727) (-) (-1,727)

Fair value of plan assets as on 31.03.09 12,883 - 12,883(14,184) (-) (14,184)

iii. Net Liability (i-ii): 176,710 44,554 221,264(151,652) (51,254) (202,906)

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iv. Net cost for the year ended 31 March, 2009:

Current Service cost 14,744 331 15,075(15,784) (4,210) (19,994)

Interest cost 13,935 4100 18,035(12,788) (4,722) (17,510)

Expected return on plan assets -1,779 - -1,779(-2,098) (-) (-2,098)

Actuarial gain recognized during the year 18,158 -7,241 10,917(-4,970) (-13,395) (-18,365)

Net Cost 45,058 -2810 42,248(21,504) (-4,463) 17,041

Note: Amounts in brackets and italics represent previous year’s figures.

v. Principal actuarial assumptions:

Sr.No. Particulars Refer Note below Year ended Year ended31.03.2009 31.03.2008

i. Discount rate (p.a.) 1 7.50% 8.00%ii. Expected rate of return on assets (p.a.) 2 8.00% 8.00% iii. Salary escalation rate (p.a.) 3 4.00% 4.00%

Notes:

1. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimatedterm of obligations.

2. The expected return is based on the expectation of the average long term rate of return expected on investments of the fund duringthe estimated term of the obligations.

3. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

Demographic assumptions:

1. Retirement age 60 years2. Mortality rate Standard table LIC (1994-96) Scheme

15. Lease Commitments

a. Operating Lease

The Parent and Subsidiary have taken property on operating lease and have recognized rent of Rs.’ (000s) 52,652 (Previous YearRs.’ (000) 31,454). The total of future minimum lease payments under leases for the following periods:

Particulars Year ended Year ended31.03.09 31.03.08

Rs./000s Rs./000s

• Not later than one year 31,640 31,802• Later than one year but not later than five years 33,126 11,645• Later than five years 13,017 -

b. Finance Lease

The Parent has purchased and given on lease computer equipment, peripherals and system software. The details are as follows:

As at As at31.03.09 31.03.08

Rs./000s Rs./000sa. Total gross investment 23,865 32,288

• Not later than one year 8,423 8,423• Later than one year but not later than five years 15,442 23,865• Later than five years - -

b. Present value of Minimum Lease Payments receivable 12,232 13,710• Not later than one year 2,483 1,478• Later than one year but not later than five years 9,749 12,232• Later than five years - -

c. Unearned Finance Income 11,633 18,578

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16. Related Party Disclosuresa. List of related parties

i. Company holding substantial interest in voting power of the Parent/Subsidiary.• Tata Sons Limited (the Ultimate Holding Company)• Tata Consultancy Services Limited (the Holding Company)

ii. Fellow Subsidiaries• Tata AIG General Insurance Company Limited• Tata AIG Life Insurance Company Limited• E-NXT Financials Private Limited• Tata Capital Limited• Tata Internet Services Limited• Tata Teleservices (Maharashtra) Limited• Tata Consultancy Services, Deutschland GmbH• Tata Consultancy Services, Netherlands BV• Tata Consultancy Services Sverige AB• Tata Teleservices Limited• TCE Consulting Engineers Limited• Tata Business Support Services Limited (formerly E2E Serwiz Solutions Limited)• Tata Consultancy Services, Asia Pacific Pte Limited• Tata America International Corporation

iii. Key Management PersonnelMr. R. Ramanan

b. Transactions /balances outstanding with Related Parties. (All amounts in Rs./000s)

Transactions/ Holding Fellow Key TotalOutstanding Company Subsidiary Management

Balances Personnel

Purchase of goods/services 111,413 36,086 - 147,499(note a)

(585,293) (57,185) (-) (642,478)Sale of goods 1,114,805 283,961 - 1,398,766

(note b)(1,888,181) (464,017) (-) (2,352,198)

Service Income 3,066,663 148,539 - 3,215,202(note c)

(2,627,015) (55,043) (-) (2,682,058)Managerial Remuneration 8,539 8,539

(6,000) (6,000)Interest Expense 30,464 4,153 - 34,617

(note d)(16,078) (-) (-) (16,078)

Debtors/unbilled revenue as at year end 1,249,823 81,311 - 1,331,134(note e)

(1,117,490) (49,103) (-) (1,166,593)Creditors/Advances as at year end 110,250 4,618 - 114,868

(note f )(121,646) (2,636) (-) (124,282)

Unsecured Loans 344,941 152,220 - 497,161(note g)

(289,345) (-) (-) (289,345)Loans/advances as at year end - - - -

(14,613) (-) (-) (14,613)

Other transactions* 110,550 814 - 111,364

(77,129) (-) (-) (77,129)

Amounts in brackets and italics represent previous year’s figures.

*Includes dividend paid to Holding Company.

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Thirty third annual report 2008 - 2009

Notes:

Disclosures in respect of transactions in excess of 10% of the total related party transactions of the same type.

Notes Particulars Year ended / Year ended /

Ref. As at As at

31.03.2009 31.03.2008

(Rs. /000s) (Rs. /000s)

a. Purchase of Goods/Services

Tata Teleservices Limited 8,653 6,794

Tata Teleservices (Maharashtra) Limited 7,657 4,846

Tata Business Support Services Limited

(formerly E2E Serwiz Solutions Limited) - 5,605

Tata America International Corporation 19,716 39,701

b. Sale of Goods

Tata Teleservices Limited 279,503 229,828

Tata Business Support Services Limited

(formerly E2E Serwiz Solutions Limited) 4,458

Tata Teleservices (Maharashtra) Limited - 208,748

c. Service Income

Tata Consultancy Services, Netherlands BV 40,361 -

Tata Teleservices Limited 20,698 -

Tata Consultancy Services, Asia Pacific Pte Limited 27,335 5,690

Tata Consultancy Services Sverige AB 48,340 40,028

d. Accrued Interest

Tata America International Corporation 4,153 -

e. Debtors/Unbilled Revenue

Tata Consultancy Services, Netherlands BV 24,304 -

Tata Teleservices Limited 19,989 12,521

Tata Consultancy Services, Asia Pacific Pte Limited 16,710 5,688

Tata Consultancy Services Sverige AB 12,612 20,910

Tata Capital Limited - 4,950

f. Creditors/Advances

Tata Teleservices (Maharashtra) Limited 1,495 258

Tata AIG General Insurance Company Limited 213 213

Tata America International Corporation 2,841 2,005

Tata Teleservices Limited - 133

g. Unsecured Loans

Tata America International Corporation 152,220 -

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17. Segment Information

a. Financial information about the primary business segments is given below:

(All amounts in Rs./000s)

Particulars Customer System ITES Education TotalServices Integration and Training

i. SEGMENT REVENUE- Sales and Services 3,857,456 4,301,177 715,726 439,919 9,314,278

(5,667,813) (3,850,642) (629,167) (471,645) (10,619,267)- SEZ Income & Other

Operating Income 84,068(28,116)

- Other Income -23,067 13,145 7,185 4,811 2,074(67,688) (3,162) (20,772) (1,093) (92,715)

ii. SEGMENT RESULTS 233,821 1,193,050 152,599 50,045 1,629,515(475,469) (958,568) (121,828) (101,799) (1,657,664)

iii. UNALLOCABLE EXPENSES(net of unallocable income) 176,184

(427,207)iv. OPERATING PROFIT 1,453,331

(1,230,457)v. INTEREST EXPENSE (NET) 15,138

(-3,148)vi. PROVISION FOR TAX

- Current income tax 256,095(294,987)

- Deferred income tax 4,402(502)

- Fringe benefit tax 16,225(14,749)

vii. NET PROFIT 1,161,471(923,367)

viii. OTHER INFORMATIONSegment assets 2,133,626 2,134,162 355,288 144,762 4,767,838

(2,432,552) (1,611,804) (310,362) (146,269) (4,500,987)Unallocable assets 2,986,976

(2,409,344)TOTAL ASSETS 7,754,814

(6,910,331)Segment liabilities 1,567,472 921,588 154,169 142,467 2,785,696

(2,029,847) (722,239) (142,217) (143,421) (3,037,724)

Unallocable liabilities 896,193(745,438)

TOTAL LIABILITIES 3,681,889(3,783,162)

Capital Expenditure 8,114 35,394 4,871 3,328(663) (836) (350) (-)

Depreciation 12,403 30,938 7,682 9,103(12,564) (26,281) (7,238) (6,913)

Non-cash expenses otherthan depreciation 43,272 69,821 6,320 12,573

(31,762) (59,091) (18,171) (8,849)

Note: Amounts in brackets and italics represent previous year’s figures.

i. Unallocated assets include investments, advance tax and tax deducted at source.ii. Unallocated liabilities include secured/unsecured loans, deferred tax/current tax liabilities, proposed dividend and tax on

proposed dividend.

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Thirty third annual report 2008 - 2009

For and on behalf of the Board

S. Ramadorai R. Ramanan Dr K R S MurthyChairman Managing Director & CEO

J. K. Gupta Vivek Agarwal S Singh S ShroffChief Financial Officer Company Secretary & Head-Legal

Mumbai13 April, 2009

b. Geographical Segment (All amounts in Rs./000s)

India United United Others TotalStates of KingdomAmerica

SEGMENT REVENUE- Sales and Services 6,490,904 2,414,145 159,503 333,794 9,398,346

(8,335,784) (1,913,051) (151,358) (247,190) (10,647,383)-Other Income 198,092 81,771 - - 279,863

(118,957) (-) (-) (-) (118,957)TOTAL ASSETS 6,029,484 1,157,834 60,021 507,475 7,754,814

(5,785,564) (596,897) (45,974) (481,896) (6,910,331)TOTAL LIABILITIES 3,155,629 461,092 18,444 46,724 3,681,889

(3,443,231) (263,340) (15,615) (60,976) (3,783,162)

Note: Amounts in brackets and italics represent previous year’s figures.

18. Earnings per share

Units Year ended Year ended31.03.09 31.03.08

Net profit attributable to shareholders Rs./000s 1,161,471 923,367Weighted average number of equity shares in issue Nos. 000s 15,150 15,150Basic earning per share of Rs.10 each Rs. 76.66 60.95

The Company does not have any outstanding dilutive potential equity shares.

19. Disclosures as per Micro, Medium and Small Enterprises Development Act, 2006 (MSMED) (For the Parent)

Year ended Year ended31.03.09 31.03.08

Rs./000s Rs./000s

a. Amounts payable to suppliers under MSMED (suppliers) as on 31 March, 2009 - Principal 202 1,687 - Interest due thereon 398 184

b. Payments made to suppliers beyond the appointed day during the year- Principal 1,400 2,209 - Interest due thereon - 69

c. Amount of interest due and payable for delay in payment (which have been paid butbeyond the appointed day during the year) but without adding the interest under MSMED 136 9

d. Amount of interest accrued and remaining unpaid as on 31 March, 2009 398 262e. Amount of interest remaining due and payable to suppliers disallowable as deductible

expenditure under Income Tax Act, 1961 398 262

Note: The information has been given in respect of such vendors to the extent they could be identified as micro and small enterprisesas per MSMED on the basis of information available with the Company.

20. Previous year’s figures have been presented for the purpose of comparison and have been regrouped / reclassified where necessary.

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I/We..........................................................................................................................................................................................................................................................................

of................................................................................................................................................................................................................................................................................(Write full address)

......................................................................................................................................................being a Member(s) of CMC LIMITED, hereby appoint

................................................................................................................ of ........................................................................................................................(Write full address)

...................................................................................................................................................................................................................................................................................

or failing him/her...............................................................................of...............................................................................................................................................................

.................................................................................... as my/our proxy to attend and vote for me/us and on my/our behalf at the 33rd Annual GeneralMeeting to be held on Friday, June 26, 2009 at 3.30 p.m. and at any adjournment thereof.

AS WITNESS under my/our hands this day of , 2009

Folio No. .......................................................... DPID No. .................................................................. Client ID No. .............................................................

Signature ......................................................... .............................

NOTES :1. The Proxy need NOT be a Member.2. The Proxy Form must be deposited at the Registered Office not less than 48 hours before the scheduled time for holding the meeting.

DP ID

Client ID

CMC Limited

Registered Office: CMC Centre, Old Mumbai Highway, Gachibowli, Hyderabad - 500032, A.P.

PROXY FORM

�

�

CMC Limited

Registered Office: CMC Centre, Old Mumbai Highway, Gachibowli, Hyderabad - 500032, A.P.

ATTENDANCE SLIP

Folio No.

Name

I certify that I am a registered Shareholder/Proxy for registered Shareholder of the Company.

I hereby record my presence at the 33rd Annual General Meeting of the Company at Bhaskara Auditorium, B M Birla Science Centre, AdarshNagar, Hyderabad - 500063, A.P., on Friday, June 26, 2009 at 3.30 p.m.

SignatureNote:Please sign this attendance slip and hand it over at the attendance counter at the ENTRANCE OF THE MEETING HALL.

Affix RevenueStamp

Proxy+Form.p65 5/19/2009, 10:36 AM79

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