You are here » Home » Companies » Company Overview » Tata Consultancy Services Ltd

Tata Consultancy Services Ltd.

BSE: 532540 Sector: IT
NSE: TCS ISIN Code: INE467B01029
BSE 00:00 | 08 Aug 3373.95 8.70
(0.26%)
OPEN

3361.00

HIGH

3378.90

LOW

3335.50

NSE 00:00 | 08 Aug 3374.45
(%)
OPEN

3365.00

HIGH

3378.90

LOW

3336.00

OPEN 3361.00
PREVIOUS CLOSE 3365.25
VOLUME 86210
52-Week high 4045.50
52-Week low 2953.00
P/E 32.07
Mkt Cap.(Rs cr) 1,234,562
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3361.00
CLOSE 3365.25
VOLUME 86210
52-Week high 4045.50
52-Week low 2953.00
P/E 32.07
Mkt Cap.(Rs cr) 1,234,562
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tata Consultancy Services Ltd. (TCS) - Auditors Report

Company auditors report

To the Members of

Tata Consultancy Services Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Tata Consultancy ServicesLimited (hereinafter referred to as "the Company") which comprise theStandalone Balance Sheet as at 31 March 2022 and the Standalone Statement of Profit andLoss (including other comprehensive income) Standalone Statement of Changes in Equity andStandalone Statement of Cash Flows for the year then ended and notes to the standalonefinancial statements including a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as "the standalone financialstatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at 31 March 2022 and its profit and othercomprehensive loss changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters (‘KAM') are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Description of Key Audit Matter

Key audit matter How our audit addressed the key audit matter
Revenue recognition- Fixed price contracts
The Company inter alia engages in Fixed-price Our audit procedures included the following:
contracts wherein revenue is recognized using the percentage of completion computed as per the input method based on the Company's estimate of contract costs (Refer Note 4(a) and Note 10 to the standalone financial statements). • Obtained an understanding of the systems processes and controls implemented by the Company for recording and computing revenue and the associated contract assets unearned and deferred revenue balances.
We identified revenue recognition of fixed price contracts where the percentage of completion is used as a Key Audit Matter since - • Including involvement of our Information technology (‘IT') specialists as required:
• there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems; > Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised;
• application of revenue recognition accounting standard (Ind AS 115 Revenue from > Tested the IT controls over appropriateness of cost and revenue reports generated by the system;
Contracts with customers) is complex and involves a number of key judgments and estimates mainly in identifying performance obligations related transaction price and estimating the future cost-to-completion of these contracts which is used to determine the percentage of completion of the relevant performance obligation; > Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/changes to costs incurred; and
• these contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Company; and > Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects.
• at year-end significant amount of work in progress (Contract assets) related to these contracts are recognised on the balance sheet. How our audit addressed the key audit matter
• On selected specific and statistical samples of contracts we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including-
> Evaluated the identification of performance obligations and the ascribed transaction price;
> For testing Company's computation of the estimation of contract costs and onerous obligations if any. We:
• assessed that the estimates of costs to complete were reviewed and approved by appropriate designated management personnel;
• performed a retrospective analysis of costs incurred with estimated costs to identify significant variations and challenged whether those variations are required to be considered in estimating the remaining costs to complete the contract;
• assessed the appropriateness of work in progress (contract assets) on balance sheet date by evaluating the underlying documentation to identify possible changes in estimated costs to complete the remaining performance obligations; and
• inspected underlying documents and performed analytics to determine reasonableness of contract costs.

Other Information

The Company's Management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon. The Company's annual report is expected to be made available to us after the dateof this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

When we read the Company's annual report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance and take necessary actions as applicable under the relevant laws andregulations.

Management's and Board of Directors' Responsibilities for the Standalone FinancialStatements

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/ loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to standalone financial statements inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the Management and Board ofDirectors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting in preparation of standalone financial statementsand based on the audit evidence obtained whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor's report to the related disclosures in thestandalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory

Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books.

c) The Standalone Balance Sheet the Standalone Statement of Profit and Loss (includingother comprehensive income) the Standalone Statement of Changes in Equity and theStandalone Statement of Cash Flows dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2022 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tostandalone financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31 March 2022 onits financial position in its standalone financial statements - Refer Note 19 to thestandalone financial statements.

b) The Company did not have any longterm contracts including derivative contracts forwhich there were any material foreseeable losses.

c) There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

d) (i) The management has represented that to the best of its knowledge and belief nofunds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other personsor entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Companyor

• provide any guarantee security or the like to or on behalf of the UltimateBeneficiaries.

(ii) The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any persons or entities including foreignentities ("Funding Parties") with the understanding whether recorded

in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of theFunding Party or

• provide any guarantee security or the like from or on behalf of the UltimateBeneficiaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under subclause (d) (i) and (d) (ii) contain any material mis-statement.

e) The dividend declared or paid during the year by the Company is in compliance withSection 123 of the Act.

(C) With respect to the matter to be included in the Auditor's Report under Section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) of the Act whichare required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm's

Registration No: 101248W/W-100022

Amit Somani
Partner
Mumbai Membership No: 060154
11 April 2022 UDIN: 22060154AGVEXH5342

Annexure A to the Independent Auditor's report on the standalone financial statementsof Tata Consultancy Services Limited for the year ended 31 March 2022

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property plant and equipment.

(B) The Company has maintained proper records showing full particulars of Intangibleassets.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has a regular programme of physicalverification of its Property plant and equipment by which all Property plant andequipment are verified in a phased manner over a period of three years. In accordance withthis programme certain Property plant and equipment were verified during the year. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. No material discrepancies were noticedon such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties (otherthan immovable properties where the Company is the lessee and the lease agreements areduly executed in favour of the lessee) disclosed in the standalone financial statementsare held in the name of the Company.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not revalued its Propertyplant and equipment (including Right-of-use assets) or Intangible assets or both duringthe year.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year.

In our opinion the frequency of such verification is reasonable and procedures andcoverage as followed by management were appropriate. No discrepancies were noticed onverification between the physical stocks and the book records that were 10% or more in theaggregate for each class of inventory.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has been sanctioned working capitallimits in excess of five crore rupees in aggregate from banks on the basis of securityof current assets. In our opinion the quarterly returns or statements filed by theCompany with such banks are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any investmentsprovided guarantee or security or granted any advances in the nature of loans secured orunsecured to companies firms limited liability partnerships or any other parties duringthe year. The Company has granted loans to one company during the year details of theloan is stated in sub-clause

(a) below. The Company has not granted any loans secured or unsecured to firmslimited liability partnerships or any other parties during the year.

(a) A. Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has not granted any loans to subsidiaries.

B. Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has granted loans to a party other than subsidiariesas below:

Particulars Amount (' in crores)
Aggregate amount during the year - Others 13655
Balance outstanding as at balance sheet date - Others 5386

(b) According to the information and

explanations given to us and based on the audit procedures conducted by us we are ofthe opinion that the terms and conditions of the loans given are prima facie notprejudicial to the interest of the Company.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in the case of loans given the repayment ofprincipal and payment of interest has been stipulated and the repayments or receipts havebeen regular.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no overdue amount for more than ninetydays in respect of loans given.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no loan given falling due during theyear which has been renewed or extended or fresh loans given to settle the overdues ofexisting loans given to the same party.

(f) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not given any loans eitherrepayable on demand or without specifying any terms or period of repayment.

(iv) According to the information and explanations given to us and on the basis of ourexamination of the records the Company has not given any loans or provided any guaranteeor security as specified under Section 185 of the Companies Act 2013 and the Company hasnot provided any guarantee or security as specified under Section 186 of the CompaniesAct 2013. Further the Company has complied with the provisions of Section 186 of theCompanies Act 2013 in relation to loans given and investments made.

(v) The Company has not accepted any deposits or amounts which are deemed to bedeposits from the public. Accordingly clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under Section 148(1) of the CompaniesAct 2013 for the products manufactured by it (and/ or services provided by it).Accordingly clause 3(vi) of the Order is not applicable.

(vii) (a) The Company does not have liability in respect of Sales tax Service taxDuty of excise and Value added tax during the year since effective 1 July 2017 thesestatutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Goods and Services Tax(‘GST') Provident fund Employees' State Insurance Income-tax Duty of CustomsCess and other material statutory dues have generally been regularly deposited with theappropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of GST Provident fund Employees' State Insurance Income-tax Duty ofCustoms Cess and other material statutory dues were in arrears as at 31 March 2022 for aperiod of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofGST Provident fund Employees' State Insurance Income-tax Sales tax Service tax Dutyof Customs Value added tax Cess or other statutory dues which have not been deposited bythe Company on account of disputes except for the following:

Name of the Statute Nature of the Dues Amount (' in crores)** Period Forum where dispute is pending
The Income- tax Act 1961 Income-tax 4181 Assessment Year - 2007-08 2011-12 2017-18 2018-19 Commissioner of Income-tax (Appeals)
545 Assessment Year - 2006-07 2015-16 Income-tax Appellate Tribunal
39 Assessment Year - 2008-09 2009-10 2010-11 2016-17 Assessing Officer / National Faceless Assessment Centre
Name of the Statute Nature of the Dues Amount (' in crores)** Period Forum where dispute is pending
The Central Sales Tax Act 1956 and Value Added Tax Act Sales tax and VAT 233 Financial Year - 1994-1995 2004-2005 2007-2008 2008-2009 2009-2010 2010-2011 2011-2012 2012-2013 2013-2014 2014-2015 2015-2016 2016-17 2017-18 High Court
8 Financial Year - 1990-1991 2002-2003 2003-2004 2004-2005 2005-2006 2006-2007 2011-2012 2012-2013 Tribunal
2 Financial Year - 1995-1996 1997-1998 2004-2005 2005-2006 2011-2012 2016-17 2017-18 Assistant Commissioner
5 Financial Year - 2008-2009 2010-2011 2011-2012 2012-2013 2013-2014 2015-2016 2016-2017 Deputy Commissioner
16 Financial Year - 1997-1998 2005-2006 2012-13 2013-2014 2014-2015 2015-2016 2016-2017 Joint Commissioner
The Finance Act 1994 Service tax 2 Financial Year - 2002-2003 2003-2004 2004-2005 2008-09 2009-2010 2010-2011 2011-2012 2012-13 2014-2015 2015-2016 2016-2017 2017-2018 Commissioner Appeals
212 Financial Year - 2006-2007 2007-2008 2009-2010 2010-2011 2012-2013 2013-2014 2014-2015 2015-2016 2016-2017 2017-2018 Tribunal
Goods and Service Tax Act GST 2 3 Financial Year - 2020-21 Financial Year - 2019-20 Commissioner Appeals Assistant Commissioner

** These amounts are net of amount paid/ adjusted under protest ' 769 crores

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income-tax Act 1961 as income during the year.

(ix) (a) According to the information and

explanations given to us and on the basis of our examination of the records of theCompany the Company did not have any loans or borrowings from any lender during the year.Accordingly clause 3(ix)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) According to the information and explanations given to us by the management theCompany has not obtained any term loans. Accordingly clause 3(ix)(c) of the Order is notapplicable.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we report that no funds have been raisedon short-term basis by the Company. Accordingly clause 3(ix)(d) of the Order is notapplicable.

(e) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company we report that the Company has nottaken any funds from any entity or person on account of or to meet the obligations of itssubsidiaries as defined under the Companies Act 2013. Accordingly clause 3(ix)(e) of theOrder is not applicable.

(f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries as defined under the Companies Act 2013. Accordinglyclause 3(ix)(f) of the Order is not applicable.

(x) (a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments). Accordingly clause 3(x)(a) of the Order is notapplicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according tothe information and explanations given to us considering the principles of materialityoutlined in Standards on Auditing we report that no fraud by the Company or on theCompany has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Companies Act 2013 has been filed by the auditorsin Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government.

(c) We have taken into consideration the whistle blower complaints received by theCompany during the year while determining the nature timing and extent of our auditprocedures.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with related parties are in compliance with Sections 177 and 188 of theCompanies Act 2013 where applicable and the details of the related party transactionshave been disclosed in the standalone financial statements as required by the applicableIndian Accounting Standards.

(xiv) (a) Based on information and explanations provided to us and our auditprocedures in our opinion the Company has an internal audit system commensurate with thesize and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Companies Act 2013are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Order is notapplicable.

(b) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(d) According to the information and explanations provided to us during the course ofaudit the Group does not have any CIC. Accordingly the requirements of clause 3(xvi)(d)are not applicable.

(xvii) The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatthe Company is not capable of meeting its liabilities existing at the date of balancesheet as and when they fall due within a period of one year from the balance sheet date.We however state that this is not an assurance as to the future viability of theCompany. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to usthere is no unspent amount under sub-section (5) of Section 135 of the Companies Act 2013pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022
Amit Somani
Partner
Mumbai Membership No: 060154
11 April 2022 UDIN: 22060154AGVEXH5342

Annexure B to the Independent Auditor's Report on the standalone financial statementsof Tata Consultancy Services Limited for the year ended 31 March 2022

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference to standalone financialstatements of Tata Consultancy Services Limited ("the Company") as of 31 March2022 in conjunction with our audit of the standalone financial statements of the Companyas at and for the year ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols were operating effectively as at 31 March 2022 based on the internal financialcontrols with reference tostandalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's and Board of Directors' Responsibilities for Internal Financial Controls

The Company's Management and the Board of Directors are responsible for establishingand maintaining internal financial controls with reference to standalone financialstatements based on the criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of such internalfinancial controls assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal controlbased on the assessedrisk. The procedures selected depend on the auditor's judgement including the assessmentof the risks of material misstatement of the standalone financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to Standalone FinancialStatements

A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to standalone financial statements include thosepolicies andprocedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of standalone financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to StandaloneFinancial Statements

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility ofcollusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants Firm's

Registration No: 101248W/W-100022

Amit Somani
Partner
Mumbai Membership No: 060154
11 April 2022 UDIN: 22060154AGVEXH5342

.