MERGERS AND

AMALGMATIONS
OF
TATA
CONSULTANCY
SERVICES
INDEX
1 INTRODUCTION
2 HISTORY
3 HERITAGE & VALUES
4 FORMS & PURPOSES
5 OBJECTIVES
6 DATA COLLECTION
7 DATA ANALYSIS
8 SCOPE
9 MERGERS & AMALGAMATIONS
10 LITERATURE
11 PRESENT REPORT
12 CASE STUDY
13 CONCLUSION
14 BIBLIOGRAPHY



Tata Consultancy Services Limited (TCS):
It is an Indian multinational information technology (IT) services, business solutions and
consulting company headquartered in Mumbai, Maharashtra.TCS operates in 44 countries
and has 199 branches across the world. It is a subsidiary of the Tata Group and is listed on
the Bombay Stock Exchange and the National Stock Exchange of India. TCS is the largest
Indian company by market capitalization and is the largest India-based IT services company
by 2013 revenues.
TCS BANCS is a core banking software suite developed by Tata Consultancy Services for use
by retail banks.
It includes functions for universal banking, core banking, payments, compliance, financial
inclusion, Islamic banking and treasury operations. There are also modules that deal with capital
markets and the insurance business.
DLF Pramerica Life Insurance Company India Limited (DPLI), is using TCS BaNCSs to meet
their financial services. In August 2013, TCS deployed its core banking solution at Panzhihua
(PZH) Commercial Bank, making it the first Chinese city commercial bank to use TCS Bans
solution.
TCS established the first software research centre in India, the Tata Research Development and
Design Centre, in Pune, India in 1981. TRDDC undertakes research in Software engineering,
Process engineering and Systems Research.
Researchers at TRDDC also developed Master Craft (now a suite of digitization and
optimization tools) a Model Driven Development software that can automatically create code
based on a model of software, and rewrite the code based on the user's needs.
Research at TRDDC has also resulted in the development of Sujal, a low-cost water purifier that
can be manufactured using locally available resources. TCS deployed thousands of these filters
in the Indian Ocean Tsunami disaster of 2004 as part of its relief activities. This product has been
marketed in India as Tata swatch, a low cost water purifier.
HISTORY:

1968 to 2000

Tata Consultancy Services Limited (TCS) was founded in 1968 as a division of Limited. Its early
contracts included providing punched card services to sister company TISCO (now Tata Steel),
working on an Inter-Branch Reconciliation System for the Central Bank of India
,
and providing
bureau services to Unit Trust of India.
In 1975, TCS conducted its first campus interviews, held at IISc, Bangalore. The recruits
comprised 12 Indian Institutes of Technology graduates and three IISc graduates, who became
the first TCS employees to enter a formal graduate trainee programmed.
In 1979, TCS delivered an electronic depository and trading system called SECOM for the Swiss
company SIS SegaInterSettle. TCS followed this up with System X for the Canadian Depository
System and automating the Johannesburg Stock Exchange. TCS associated with a Swiss partner,
TKS Teknosoft, which it later acquired.
In 1981, TCS established India's first dedicated software research and development centre, the
Tata Research Development and Design Centre (TRDDC) in Pune. In 1985 TCS established
India's first client-dedicated offshore development centre, set up for client Tandem.
In the early 1990s the Indian IT outsourcing industry grew rapidly due to the Y2K bug and the
launch of a unified European currency, Euro. TCS created the factory model for Y2K conversion
and developed software tools which automated the conversion process and enabled third-party
developer and client implementation.


2000 to Present

By 2004, TCS's e-business activities were generating over US$500 million in annual revenues.
On 25 August 2004 TCS became a publicly listed company.
In 2005 TCS became the first India-based IT services company to enter the bioinformatics
market.
In 2006 TCS designed an ERP system for the Indian Railway Catering and Tourism Corporation.
In 2008 TCS undertook an internal restructuring exercise which aimed to increase the company's
agility.
TCS entered the small and medium enterprises market for the first time in 2011, with cloud-
based offerings. On the last trading day of 2011, TCS overtook RIL to achieve the highest
market capitalization of any India-based company.
In the 2011/12 fiscal year TCS achieved annual revenues of over US$10 billion for the first time.
In May 2013 TCS bagged a Six Year contract from DoP worth over 1100 crore Rupees.
TCS and its subsidiaries provide a range of information technology-related products and services
including application development, business process outsourcing, capacity planning, consulting,
enterprise software, hardware sizing, payment processing, software management and technology
education services. Its established software products are TCS BaNCS and TCS Master Craft.

SERVICE LINES:
TCS' services are currently organized into the following service lines which are as follows:
Application development and maintenance (42.80%;
Asset leverage solutions (2.70%);
Assurance services (7.70%);
Business process outsourcing (12.50%);
Consulting (3.00%);
Engineering and Industrial services (4.60%);
Enterprise solutions (15.20%);
IT infrastructure services (11.50%).
OPERATIONS:
As of 31 March 2013, TCS had 199 offices across 44 countries and 124 delivery centers
in 21 countries. At the same date TCS had a total of 58 subsidiary companies.
AWARDS AND RECOGNITIONS:
TCS was awarded the Business Standard's Company of the Year award for 2012.
In 2012, the company won Gold Shield award for excellence in financial reporting from
the Institute of Chartered Accountants of India (ICAI).
The company won 'Recruiting and Staffing Industry Leader of the Year' and Best
Employer Brand awards at the World HRD Congress' annual meet in 2012.
SPONSORSHIPS:
TCS is one of the sponsors of the Berlin Marathon, New York Marathon, the Chicago Marathon,
the Boston Marathon and the Mumbai Marathon. TCS is the title sponsor for the Amsterdam
Marathon and the Bangalore 10k. TCS has been a sponsor of the Indian Premier League team
Rajasthan Royals since 2009
.


HERITAGE AND VALUES

Established in 1968, Tata Consultancy Services has grown to its current position as the largest IT
services firm in Asia on the basis of its outstanding service record, collaborative partnerships,
innovation and corporate responsibility.
We are proud of our heritage as part of the Tata Group, which founded by Jamsetji Tata in 1868
is one of Indias most respected institutions today.
Our mission reflects the Tata Group's longstanding commitment to providing excellence:
To help customers achieve their business objectives by providing innovative, best-in-class
consulting, IT solutions and services.
To make it a joy for all stakeholders to work with us.
Our values: Leading change, Integrity, Respect for the individual, Excellence, Learning and
sharing.
Our ability to deliver high-quality services and solutions is unmatched. We are the worlds first
organization to achieve an enterprise-wide Maturity Level 5 on both CMMI and P-CMM,
using SCAMPI
SM
, the most rigorous assessment methodology. Additionally, TCS Integrated
Quality Management System (iQMS) integrates process, people and technology maturity through
various established frameworks and practices including IEEE, ISO 9001:2008, CMMI, P-
CMM, ISO 27001, ISO 20000, ISO 14001, OHSAS 18001 and Six Sigma.






FORMS AND PURPOSES
To continually strive to achieve excellence - both on and off the job.
Vision
TCS will be recognized and respected as a professional, innovative, profitable and knowledge
based logistics/services enterprise. TCS embeds internet based technologies into its internal
operating structures and as business solutions for customers; with customer, employee and
shareholder interests at the core of its operations; demonstrating a clear concern for ethical
conduct and good corporate citizenship; with the objective of growing into a regional and
global player.

Mission
To direct all our organizational efforts at building upon the existing organizational strengths
and brand recognition to achieve enhanced levels of profitable growth in the core business and
diversify into new areas that complement and supplement the core business with the
diversification aimed at achieving excellence and industry leader status in the new areas. The
TCS People will however be encouraged to be open to unconventional ideas and services and
recognize new trends at very early stages.

Almost three decades into its existence, the TCS brand has evolved, into a symbol of trust &
reliability. TCS provides domestic & international express services to consumers, corporate,
SMEs and households alike, with pickups & deliveries crossing over 6 million a month. TCS
operates with over 6,000 professionals, 24/7 call center, 430 plus conveniently located Express
Centers, dedicated chartered aircraft, 2000 on-line & offline locations, 225 plus satellite
tracked delivery vehicles and a proficient team of couriers dedicated to providing you the best
of service and reliability in the industry. With a view to enlarging its presence in the global
village.



RETAIL SRVICES


Retail outlets are the visage of any company. At TCS our main focus is on customer satisfaction.
Over 430 conveniently located Express Centers, backed by over 225 satellite-tracked delivery
vehicles and dedicated couriers astride motorbikes, extend the TCS outreach throughout the
length and breadth of the country, making it one of the most recognizable brands in Pakistan.
With its distinctive logo and corporate color, the TCS retail environment is an ideal mix of
tasteful decor, competence, and hospitality geared to optimizing customer experience.
The number of computerized TCS Express Centers that are open 24/7 has been on the rise
ensuring an enabling environment, much to our valued customers delight. TCS service standards
are maintained through support teams comprising of Retail Team Leaders and Mobile
Maintenance Units that stay on the move 12 hours of the day, every single day.
At TCS, we not only serve our customers by selling in-house services, we also have widened our
service horizon by contributing in admission process of reputed Universities, which shows that
our metro-geographical presence and highly efficient trained staff is contributing as a responsible
national entity to serve Pakistani institutes and citizens.
TCS will be recognized
TCS operates in international territories through its business partners in Dubai and London,
providing access to its customers to over 3,500 destinations worldwide.
TCS has achieved many milestones by investing into its business model that continues to grow
stronger. Realizing the customer needs and expectations have always been the driving
principles in the milestones that TCS has achieved over the years. This has resulted in setting
benchmarks to improve the overall quality and standards of the express courier industry.

TCS achievements have led to a case study, undertaken by Harvard Business School in 2003
for 'International Entrepreneurship' course of MBA. It has been mentioned in the textbooks
used by Harvard Business School as a model of highly effective company from the developing
world.st three decades into its existence, the TCS brand has evolved, into a symbol.



AVIATION

A dedicated fleet of chartered TCS aircraft, that includes a Boeing 737, crisscross the night skies
carrying express loads to the four corners of the country, liberating valued TCS customers from
the constraints of commercial airline schedules. This invaluable flexibility in scheduling flights
gives TCS an unbeatable competitive advantage in both its domestic and international
operations. The main hubs are Karachi and Lahore with periodic extension to Islamabad. Dubai
serves as the TCS marshalling point for International traffic, covering the Middle East. TCS is
the only Express & Logistics Company in Pakistan that has its own dedicated fleet of charted
cargo aircraft. TCS staff is geared to taking full advantage of this facility. Air operations have led
to an increase in air capacities and the linking of more cities with Consequent improved delivery
and cut-off timings that make for a WOW! customer experience.


MMS - Mail Management Solution:

At TCS innovation is a norm and with a view to creating & delivering business value to
customers. Value is the most significant outcome expected of each and every business process.
Mail Management is one process yet to be recognized as a source of value in our local business
environment. TCS promises to deliver this value through its innovative service - MMS.
MMS - Mail Management Solution stands upon the single largest investment in Infrastructure
made by TCS for continuous delivery of value. MMS is equipped with state-of-the art printing
and sorting technology that has been sourced from the best suppliers across Europe and Asia
Pacific. This makes TCS the only end to end solution provider in the category with the largest
delivery network in Pakistan. Now businesses can realize all financial benefits of effective mail
management through customized production and efficient delivery of vital business documents
like statements, bill, invoices, leaflets and much more. Be it mail (room) urgent printing,
deliveries or all integrated together in an end to end solution, TCS promises sheer value to all it
Customers big or small.


DIGITAL SIGNATURE CERTIFICATE

Tata Consultancy Services (TCS) is one of the licensed Certifying Authority (CA) authorized
by the Controller of Certifying Authorities (CCA), Government of India, to issue legally valid
digital Signature Certificates in India. Through its Trust Network, TCS-CA provides PKI
Services to individuals, companies as well as government organizations all over India.

These types of DSCs are issued to individuals, or to individual representing companies and
government organizations. They can be used both for personal and commercial purposes such
as e-procurement, e-tendering, electronic banking, electronic data interchange (EDI), MCA,
Income Tax and membership-based on-line services, where security is a major concern.
TCS also provide Code Signing Certificates which protects software from unauthorized
download as well as to provide authenticity about its source and content. The type of protection
is required because there are many viruses and other mal-programs distributed across the net,
which makes the users reluctant to download objects from the net unless they are confident
about the source.

The TCS-CA does not provide any refund of the fees paid for the Digital Signature Certificates
or any of the services provided by the TCS-CA.
The TCS-CA may refuse to issue a Certificate to any person, at its sole discretion, without
incurring any liability or responsibility for any loss or expenses arising out of such refusal.
Upon a refusal to issue a Certificate, the TCS-CA shall refund to any Certificate applicant any
paid Certificate enrolment fee, unless the Certificate applicant submitted fraudulent or falsified
information to the Registration Authority or Certifying Authority. In such a case the fee shall
not be refunded.




OBJECTIVES
TCS serves large and fast-growing organizations who share a common set of objectives:

Increase profitability and efficiency by doing more with less rapidly and effectively respond to
the changing market demands, thereby improving organizational agility Leverage IT as a
strategic driver for competitive advantage, not just as a business utility.

Our success and reputation is built on ensuring the certainty of outcome for these client
objectives.
Our Broad Portfolio of Offerings provides clients with the right set of capabilities for the right
problems at the right time. We apply our in-depth industry experience to provide a wide range of
IT Solutions, Consulting, Business Process Outsourcing, Engineering Services business model
by means of which we can consistently deliver high-quality cost-effective services across the
world. This model has helped us achieve a client satisfaction rating of 89% for having met
quality expectations and an average project budget variation of just 3%.

We then leverage our investment in Solution Accelerators, which include products, tools and
methodologies for bringing solutions to the fore more quickly and of higher quality. These tools,
along with our Global Network Delivery Model, have helped us achieve a client satisfaction
rating of 87% for on-time project.

Just as an organization needs the right talent to drive its business objective, people need the right
environment to grow and achieve their career goals. The moment you step into TCS, you would
be greeted with that unmistakable feeling of being at the place. Along with that, working with
TCS affords you with a sense of certainty of a successful career that would be driven by
boundless growth opportunities and exposure to cutting- edge technologies and learning
possibilities.





The work environment at TCS is built around the belief of growth beyond boundaries. Some of
the critical elements that define our work culture are global exposure, cross-domain experience,
and work-life balance. Each of these elements goes much deeper than what it ostensibly conveys.
A part of the Tata group, India's largest industrial conglomerate
Over 198,000 of the world's best-trained IT consultants across 42 countries
The 1st Company in the world to be assessed at Level 5 for integrated enterprise-wide
CMMI and PCMM
Serving over 900 clients in 55 countries with repeat business from more than 98.3% of
the clients annually
49 of the Top 100 Fortune 500 U.S. Companies are TCS clients.

The thrust will be on developing solutions and service capabilities that will help companies
improve their operations in the context of the prevalent 'manufacturing' paradigm that
leverages the power of the Internet to integrate the extended supply chain. The business will
account for nearly 18 per cent of TCS' revenue in 2001. TCS' Manufacturing Practice expertise
is showcased at the IETF 2001 India Expo being held in New Delhi.

"TCS' objective is to work towards creating and delivering cutting edge technology solutions
demonstrating a clear value proposition to our customers in today's dynamic business
environment. We believe that the manufacturing and process industry offers a significant
opportunity to enhance competitive advantage by improving efficiencies across the supply
chain of the enterprise. TCS is well positioned, given our experience and expertise, to fulfill
this need," S Ramadorai, CEO, TCS said.





Tata Consultancy Services, Asia's largest global software and services consulting company,
today announced that its focus on solutions for the manufacturing sector will help the company
deliver a significant value to this industry not only in India but globally.

The thrust will be on developing solutions and service capabilities that will help companies
improve their operations in the context of the prevalent 'eManufacturing' paradigm that
leverages the power of the Internet to integrate the extended supply chain. The business will
account for nearly 18 per cent of TCS' revenue in 2001. TCS' Manufacturing Practice expertise
is showcased at the IETF 2001 India Expo being held in New Delhi.

Manufacturing Practice will provide IT-powered business solutions that address critical drivers
across the value chain of the industry - engineering, supply chain optimization, enterprise
resource and asset management, production optimization and factory automation.

Leveraging the combined expertise and experience of its manufacturing, e-business and
engineering practices, TCS will provide unmatched design and deployment capability for a
wide spectrum of discrete manufacturing and continuous process industries. TCS has built up
the capability to deliver both focused consulting services and large turnkey projects.

TCS' Manufacturing Practice works with clients across the world, including Fortune500
companies, on business and technology consulting, research and development assignments,
development projects and software products and services to address industry-specific
requirements. The practice leverages the research and development capability of TCS'
corporate R&D centre - the Tata Research Development and Design Centre (TRDDC) in Pune,
Maharashtra.

"TCS has developed considerable domain expertise in providing solutions to global and
domestic manufacturing and process industries. Our domain-specific consulting and R&D
enables TCS understand and leverage our multi-functional experience - across e-business,
manufacturing and engineering - in developing productivity solutions for the manufacturing
industry," said Dr Ravi Gopinath, head - manufacturing practice, TCS.
DATA COLLECTION

Unstructured data: Many great insights to be derived from Big Data are likely to come
from such sources as digitized video and audio, sensor data, email, documents, and the
unformed text that fills Facebook, Twitter and other social media websites. Digital data
from sensors and other remote devices attached to products a GE aircraft engine or a
Xerox copier, for example enable companies to track their products long after they have
been delivered to customers. This provides a major opportunity for companies that can
collect unstructured sensor and other data from their products.

Consider the airline industry. An estimated $284 billion is wasted annually in the airline
industry by inefficient fuel management, unscheduled aircraft maintenance, flight delays
and other issues. Imagine how a company like GE (whose engines are bolted onto 53% of
the worlds wide-bodied planes
1
) that can help customers cut their fuel and maintenance
costs, will no doubt boost market share and increase revenue.

External data: This data exists outside the information systems of a company. Its in the
hands of customers, third-party data providers, suppliers, social media sites and other
sources. Getting a fuller picture of customers requires companies to collect external data.
Imagine a chain retailer that can get real-time data on customers who are in motion (on
their cell phone) and within five miles of their stores (the Telcos have this data); who are
about to make a major purchase (such as replacing a refrigerator, the records of which are
owned by the manufacturer); and who are most influenced by reviews in Consumer
Reports (which are, of course, in Consumer Reports online archives). For that chain
retailer to get the customer to visit the store near that customer and make a $2,000
purchase.

The leaders that we identified from our survey respondents the companies with the greatest
expected ROI in 2012 on their Big Data initiatives are far more likely to recognize the value of
both unstructured and external data than are the laggards. (See Exhibits 1-3.) On the dimension
of structure, 55% of leaders data is unstructured or semi-structured vs. 45% of laggards. And
37% of leaders data is external vs. internal. For laggards, that percentage is 26%.
Exhibit 1: How Leaders Differ From Laggards in Usage of Structured and Unstructured Data.
Q8: Mean Estimated % of Structured, Unstructured and Semi-Structured Data, Across All of the Companys
Big Data initiatives, Leaders V Laggards IT/Big Data

Exhibit 2: How Leaders Differ From Laggards in Usage of Internal and External Data.
Q9: Mean Estimated Percentage of Data that Come from Internal or External Sources, Across All of
the Companys Big Data initiatives
Leaders V Laggards IT/Big Data





Exhibit VII-3: The Importance of Types of Data for Leaders and Laggards.


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Internet-Centric Companies are Furthest Ahead in Big Data.

If a company is doing more and more of its business through the Internet, it of course must
constantly improve its online experience. That requires continually collecting data about
customers (and non-customers viewers who dont buy) who connect with it using online
channels (the corporate website, ecommerce site, social media sites, mobile apps, email, and
many more) and analyzing their behavior across all those digital channels (increasingly, their
comments in social media channels). And this implies investing in technologies and analysts
who constantly monitor that activity and suggest changes to the website, ecommerce site,
mobile apps and more.
In fact, our survey showed that the more business a company does on the Internet, the more it
invests in Big Data. We asked respondents to tell us how much of their revenue came from
Internet orders. Those who said they generated 76% to 100% of revenue via Internet orders
(a group comprising 11 companies) spent a median of $35 million per company on Big Data
about six times the amount spent by companies that generated from 0% to 25% of revenue
from Internet orders. Median spending on Big Data by companies generating 51% to 75% of
revenue from the Internet (there were 32 such companies) was even greater: $47 million per
company.
1

Adjusted for company size, companies amassing a higher percent of revenue via the Internet
spent more on Big Data. Spending, in companies with 76% to 100% revenue from Internet
orders, was higher on a percentage of revenue bases (1.0% of median annual revenue) than it
was for companies with 51% to 75% of revenue from the Internet (0.4% of median annual
revenue). The more digitally-centric a company is, the more it invests in Big Data.





Exhibit 1: Median Spending Levels on Big Data in 2012 by percentage of Company
Revenue that came Via the Internet.
Median Big Data Spending in 2012 Per Company Based on Percentage of
Revenue from Internet Orders.


Given how much Internet-centric companies depend on Big Data, it is no coincidence that
many of the early technologies of Big Data (such as the Hadoop database management
system) emerged from these Internet companies. To manage all their Big Data, companies
had to build many of the tools from scratch. These companies continue to spend hugely on
Big Data and data scientists.
The ROI data also supports our premise that digitally-centric companies are more advanced
with Big Data. (See Exhibit II-15) Companies with the largest percentage of revenue from
Internet orders expected an average 88% ROI on their Big Data investments in 2012 nearly
double the 46% average ROI for all companies. And it was three times the average ROI of
companies whose Internet orders were 0% to 25% of revenue.


Exhibit2: Internet-Centric Companies Projected the Highest Returns on Big Data in
2012.

Expected 2012 Enterprise ROI on Big Data by Percentage of Revenue Generated from
Internet Orders.





DATA ANALYSIS
Leverage the power of the data you accumulate to your advantage with TCS end-to-end
Big Data Solutions and Services.
Data has become ubiquitous with the exponential growth of emerging digital technologies. Managing this
burgeoning volume of data every day is the latest challenge for enterprises wanting to harness it for
business value. Big Data is more than a factor of size; it opens a world of opportunities to find new and
valuable insights from the myriad data sources, generating data at varying speeds and types.
Data-driven predictability will be the source for the new competitive advantage, where predictability
becomes the driver for costs and revenue.
THE TCS ADVANTAGE:
Our passion for providing you with the best big data solutions and services is achieved through our research
labs, and our association with product vendors and leading research universities to deliver best-in-class
solutions and services in big data.
The following features to each of the engagements:
Experience in working with the leading enterprises.
Big Data connectors and solution accelerators.
A dedicated Big Data team headquartered in Silicon Valley.
A confluence of traditional analytics and next-generation analytics capabilities.
Strong Big Dalliances with product vendors and leading research universities.
A full-fledged Big Data lab with multiple big data technology stacks and talent.


The new A and B of the Finance Function - Analytics and Big Data

By Balaji Venkat Chellam Ayer, TCS


Influenced by the rise of global businesses, leaps in technology and the changing investment
scenario, the finance function of today is proceeding towards a much more significant role. It is
now seen as the custodian of business-wide information, aligning robust information to the key
business metrics. It is also a conduit between the businesses and external stakeholders.
The finance function of today is much more than the bean counter of the past. This evolution of
the finance function to a business partner allows better focus in application of financial
disciplines such as managing for value, performance management, risk management or analytics
in the decision making process.
In the evolution of the finance function, Big Data and Analytics are the game-changers ahead.
Big Data can unravel unseen opportunities for an organization and will help the finance function
assist decision makers in several ways.
Organizations now have access to unprecedented amounts of data captured through their
Enterprise Resource Planning (ERP) systems, Customer Relationship Management (CRM) tools,
Point of Sale applications and the internet. The ability of the organization to convert all of this to
meaningful information determines the quality of the decision making process. Data and
analytics must be at the core of fact-based decision-making today. There are several analytical
tools available for predictive performance management, which provide in-built strategic
planning, budgeting, forecasting, consolidation and reporting. But the current trend veers
towards integrating reporting and analysis.



BIG DATA TAKING-GAME TO THE NEXT LEVEL
While Internet companies may have jumped to the lead on Big Data, many other industries
need to follow quickly, even those whose business is not threatened by Internet firms
(present and future). The growing number of companies whose customers purchase their
products and services over the Internet (and increasingly from mobile devices) will have a
distinct competitive advantage if they can incisively analyze customer behavior on their sites
and other data and act on it quickly. Amazon.com Inc.s ascension to a $61 billion in
revenue over 20 years and Netflixs decimation of Blockbuster Entertainment show how
companies with superb Web data and analytics capabilities can elbow aside traditional
players that operate too much on intuition.
Yet Amazon, Netflix and other companies are also showing what can happen when a
company possesses much deeper insights on customers based on their digital habits: it can
get into the product business itself (e.g., Netflixs House of Cards TV series). Companies
that dont use their analytics to see the next great product or service opportunity run the risk
of letting analytics-savvy competitors trump them in product innovation.
But bricks-and-mortar companies that dont compete against internet businesses such as
GEs aircraft engines and turbines divisions believe they have an immense opportunity to use
the internet and Big Data (especially unstructured data) to keep improving their products and
help customers get more value from them. Companies that sell big-ticket purchases (to
consumers or businesses), whose products performance must be frequently monitored to
ensure they work, have a great opportunity. They can turn data that had been external
(collected by customers) into internal.
By applying Big Data in the right places in the organization, centralizing and nurturing
talent, and building bridges to functional managers who need data-driven insights to make
superior decisions, companies will greatly raise the odds of keeping up in a world in which
digital data-driven decisions become the norm, not the exception.


TCS and Smart Stream launch TCS Aspire Service



Banks and financial institutions can now access, without any upfront investment, a
flexible and scalable reconciliation operation that is designed to drive down costs
and risk, while removing operational limitations, thanks to TCS Aspire Service.
TCS Aspire Service is an outsourced reconciliation service delivered by Tata
Consultancy Services (TCS), and powered by Smart Streams Transaction
Lifecycle.

By using TCS Aspire Service, total cost of ownership (TCO) of the reconciliation
process can be reduced by 20-40 per cent within six months. Deutsche Bank has
been confirmed as the first institution to adopt the new service.

TCS Aspire Service aims to increase the straight-through processing (STP) rates
of both core and client specific transactions through the use of complex algorithms
within Smart Streams TLM. These algorithms compare a greater number of
transaction variables to increase accuracy and reduce the number of investigations
required. Thanks to improved match rates and integrated workflow, STP rates are
enhanced, thus improving the overall efficiency of the reconciliation process.

The inherent flexibility of TCS Aspire Service allows banks and financial
institutions to customize the service in line with their own strategic objectives.
By standardizing their reconciliation and exception management processes, users
can reduce operational risk and gain greater insight that will allow them to re-
engineer and strengthen their business processes. Additionally, by moving to this
new utility structure they are able to convert their fixed costs to variable costs.


Scope for cost management still exists.

Tata Consultancy Services (TCS), Indias largest IT firm, feels there is still scope for
cost management, said CFO S Mahalingam.
We had initiated several mechanisms in the past few quarters and they have started to
show results. We have put in a new organizational structure a year earlier. I would not
like to depend just on cuts, but have a cost structure that will help in delivering the
margins we have seen this quarter, Mahalingam added.
TCS Q1 results for 2009-10 beat market expectations. Net profit rose 15 per cent and
revenues grew half-a-per cent sequentially. The results were also impacted by a lower
forex loss.
For Mahalingam, sustaining this growth over the next few quarters is a concern. One
of the biggest positives this quarter was no decline in revenue. There are some things
that bother me. One, we need to completely focus on margins. We will need to
diversify enough so that there is growth. Two, currency (value) remains an issue and,
three; we are still in the cost growing area. How do we make sure that the cuts are
sustained will be important, he added.
Its a move that is likely to help Indias largest IT company get a slice of the
humongous budgets of global pharma majors. Last fortnight, TCS announced that it
had inked a deal with Swiss pharmaceutical giant Roche to provide a variety of
services.
What we do is offer a range of clinical services supporting the business of clinical
trials. We do not conduct clinical trials but provide the underlying support in the areas
of data management, clinical programming, and biostatistics and drug safety.
MERGER AND AMALGMATIONS:
Procedure for merger and amalgamation is different from takeover. Mergers and
Amalgamations are regulated under the provisions of the Companies Act, 1956
whereas takeovers are regulated under the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations.
The beginning to amalgamation may be made through common agreements between
the transferor and the transferee but mere agreement does not provide a legal cover to
the transaction unless it carries the sanction of company court for which the procedure
laid down under section 391 of the Companies Act should be followed for giving
effect to amalgamation through the statutory instrument of the courts sanction.

Steps for merger and amalgamation:

Once the merger partner has been identified and terms of merger are settled the
procedure summarized in Appendix III can be followed.

An explanation to the said steps is given below:

1) Scheme of amalgamation
The scheme of amalgamation should be prepared by the companies, which have
arrived at a consensus to merge. There is no specific form prescribed for scheme of
amalgamation but scheme should generally contain the following information:

1. Particulars about transferee and transferor companies

2. Appointed date

3. Main terms of transfer of assets from transferor to transferee with power to execute
on behalf or for transferee the deed or documents being given to transferee.



4. Main terms of transfer liabilities from transferor to transferee covering any
conditions attached to loans/debentures/ bonds/other liabilities from bank /financial
institution/ trustees and listing conditions attached thereto.

5. Effective date when the scheme will come into effect

6. Conditions as to carrying on the business activities by transferor between
appointed date and effective date.

7. Description of happenings and consequences of the scheme coming into effect on
effective date.

8. Share capital of transferor company specifying authorized capital, issued capital and
subscribed and paid up capital

9. Share capital of transferee company covering above heads.

10 Description of proposed share exchange ratio, any conditions attached thereto, any
fractional share certificates to be issued, transferee companys responsibility to obtain
consent of concerned authorities for issue and allotment of shares and listing.

11 Surrender of shares by shareholder of transferor company for exchange into new
share certificates.

12 Conditions about payment of dividend, ranking of equity shares, pro rata dividend
declaration and distribution.





A CHECKLIST FOR MERGERS & AMALGAMATION:

Even as the wave of takeovers and mergers continues, any detailed studies and analysis are yet to
arrive. However, some quick lessons can be drawn from the recent AMALGMATIONS:

Willing Co-operation of the Employees and their Unions:

The rough weather faced by the TOMCO-HLL merger has emphasized the need to take the
employees and their unions into confidence. If the employees do not willingly support the
merger/takeover, it may lead to legal battles.

Role of financial institutions and banks:

In countries such as Japan and Germany, the managements enter into alliances with their
financial institutions and banks so as to gain control of companies.
The banks in India have been increasing investment banking activity and the relaxations by the
RBI have facilitated this process. Besides this, the mutual funds and venture capital funds have
also become major stakeholders in the public limited companies. By supporting competent
management and removing inefficient ones, these institutions and banks can safeguard their
investments and ensure proper returns.

Changing role of FIs Need to be proactive:


FIs cannot afford to remain silent in the current wave of takeovers. A more proactive approach is
called for on their part. And considering that both FIs and banks held in building the saving
system and that FIs own huge chunks of equity in most Indian companies, their role ought to
become even more dynamic. A new kind of commercial prowess in required on their part and
profit motive should become their goal.
The UTI, LIC and FIs represent small savers, policy-holders and shareholders respectively. The
Question as to whom they should support in the eventuality of a takeover should no longer be a
difficult one. It should be guided by the principle of maximizing shareholder returns rather than
paying the devil its due.


Increasing scope for merchant banking activity:

Mergers and takeovers have also become a lucrative source of business for the merchant bankers.
They are guiding their clients in various areas such as identification of industrial units which are
suffering due to managerial deficiencies, paucity of funds etc. providing expertise in working out
take over or merger schemes deciding the share exchange ratio, seeking various clearances,
proper implements of merger or takeover schemes etc.
M&A although considered desirable to bring about competitive efficiency in the Indian
economy, may prove counter productive if encouraged beyond a certain point. Managements
apprehensive of corporate raiders may try to maximize short-term profits and pay higher
dividends so as to keep the shareholders happy. This may happen at the cost of the long-term
interests of the companies. Choosing to modernize your factory instead of increasing your
dividend might make shrewd business sense, but it is also a luring way to draw raiders. The
moral is that because of all the bad mergers, good mergers are becoming impossible. Companies
are paranoid today and you cant blame them. Chief executive officers are trying to plan ahead
while looking over their shoulders.

Negotiations:

Top management can negotiate at a time with several identified shortlisted companies suited to
be merger partner for settling terms of merger and pick up one of them which offer most
favorable terms. Negotiations can be had with target companies before making any inquisitional
attempt. Same drill of negotiations could be followed in the cases of merger and amalgamation.
Appendix II provides activity schedule for planning merger covering different aspects like
preliminary consultations with the perspective merger partner and seeking its willingness to
cooperate in investigations. There are other aspects, too, in the activity schedule covering,
quantification action plan, purpose, shape, and date of merger, profitability and valuation,
taxation aspects legal aspects and development plan of the company after merger.




Successful IT Integration after Merger or Amalgamation Insurance
Perspective

Companies choose Mergers and Amalgamation (M&A) for business growth; and financial
recession is conducive for such Mergers & Amalgamations. A recent Deloitte study predicts
an increase of such a trend in Insurance business. Mergers and Amalgamations mandate a
well-integrated company and only a successful IT Integration can assure that. This paper
discusses three important IT Integrators - Application Rationalization, Infrastructure
Consolidation and People Integration, and related challenges faced by the combined
company, during post M&A scenario, with a focus on Insurance Industry. All these factors
directly or indirectly affect the Enterprise Branding of the combined company. This paper
focuses on how successful IT Integration contributes to business growth of a company
after a Merger/Acquisition and the detailed steps involved in doing so. People Integration
issues and effect on companys Enterprise Branding are also touched upon.
The major Tata Consultancy Services is gunning for more Amalgamations and mergers
(M&As).The company has started looking at inorganic ways to grow faster and maintain it
superiority over others, thanks to the successful acquisition of CMC Limited recently.
In order to give a major thrust, the company has recently set up a separate cell to take care of
mergers and Amalgamations. Two leading personalities --Mr. Mahesh Bhandari from Arthur
DLittle and Mr. Debashish Poddar have joined recently to pursue vigorously, Mr. Atul Takle,
Vice President, and corporate communications, TCS, told The Financial Express.
TCS believes that inorganic growth, such as mergers and Amalgamations, would see the
company becoming a global leader sooner than later, Mr. Takle said. He was in Hyderabad in
connection with the launch of SFMS jointly by TCS and IDRBT.
"We are looking at companies, either small or big, which will have synergy to our core business
and enable TCS to leverage the strength into the market," Mr. Takle said. "We don't want to miss
any opportunity which comes across," he added.

LITERATURE:

There are inconclusive results on the literature on the consequences of mergers and
Amalgamations (M&A) on corporate performance as well as factors that might affect such
identify synergies. This paper aims at synthesizing and analyzing prior literature of mergers and
Amalgamations and its effects on the financial performance in an attempt to determine factors
that might influence post-mergers and Amalgamations performance. Previous studies are using
varieties of measures to examine the impact of M&A on corporate performance, where measures
might be accounting measures-based, market measures-based, mixed measures, or qualitative
measures-based. This study concluded that there is a dispute regarding the factors that affect the
reported performance, where eight factors might affect performance as follows:
(1) Method of payment (Cash or Stock)
(2) Book to market ratio
(3) Type of merger or acquisition transaction (related or unrelated)
(4) Cross-border versus domestic M&A
(5) Mergers versus tender offers
(6) Firm size
(7) Macro economic conditions
(8) Time period of transaction.
Managers should be aware of such factors and their impact on post-merger/acquisition corporate
performance to accurately evaluate proposed offers of mergers and Amalgamations and take
sound decisions.
Mergers and Amalgamations decisions are critical to the success of corporations and their
managers. Many corporations find that the best way to get ahead is to expand ownership
boundaries through mergers and Amalgamations. For others, separating the public ownership of
a subsidiary or business segment offers more advantages. At least in theory, M&A create
synergies, gain economies of scale, expand operations and cut costs. Investors may expect
mergers to deliver enhanced market power. It is no secret that plenty of mergers do not work.


Empirical results reveal that many of mergers were disappointed, where the motivations that
drive mergers can be flawed and efficiencies from economics of scale may prove elusive.
There are controversial results about the abnormal returns to the acquiring firm shareholders.
Some studies suggest no significant abnormal return while others suggest negative abnormal
returns. If negative abnormal returns exist, causes are not well known. For example, Tuch and
OSullivan (2007) and Agrawal and Jafee (2000) review the literature to examine the impact of
few bid characteristics on M&A performance and provide evidence on this issue. However, some
questions are left unanswered on the impact of cross-border versus domestic transaction and
timing of transaction on post M&A performance. Further research is needed to understand the
impact of bid characteristics on M&A post performance. This study differs from prior research
on reviewing the impact of mergers and Amalgamations on corporate performance in a number
of ways.
Tuch and OSullivan (2007) provide evidence that stems from market measures-based and
accounting measures-based studies. There is a need to review prior research that have used
different measures to evaluate post M&A performance, we complement and extend the study of
Tuch and OSullivan (2007), by looking at mix measures-based and qualitative measures-based
studies that have examined the effects of M&A on performance to provide further evidence that
might help to explain changes in post performance. Our study also differs from other research on
the impact of bid characteristics performance. Tuch and OSullivan (2007) find that the
acquisition of hostile targets, transactions that are paid for with cash and Amalgamations of
larger targets are associated with superior (or at least negative) performance, while there is
mixed evidence on the benefits of related Amalgamations.
The study extends the study of Tuch and OSullivan (2007) in order to investigate whether there
is significant impact of book to market ratio, cross-border versus domestic transaction, mergers
versus tender offers, macro economic conditions and timing of transaction on post M&A
performance. The purpose of this paper is to synthesize and analyze M&A literature on the
effects of mergers and amalgamations activities on the financial performance of the involved,
companies in an attempt to determine factors that might impact the reported performance, where
such factors should be considered by managers in making their decisions.


In light of reviewing leading studies in the literature that discusses the effects of M&A on the
financial performance of companies; prior studies can be categorized according to measures used
to test such effects.
The effect of mergers and Amalgamations on the abnormal returns for both the acquiring and the
Acquired firms are inconclusive; where some studies reported insignificant improved abnormal
returns (Jensen & Ruback, 1983; Choi & Russell, 2004; Megginson et al., 2004). Yuce & Ng
(2005) reported significant positive abnormal returns in Canada. On the other hand, few studies
reported positive returns in high merger activity era and negative returns in low merger activity
era (for example Tse & Soufani, 2001). Furthermore, results reported that M&A leads to a
decline of abnormal returns after mergers and Amalgamations (Jarrell and Paulson, 1989; Rau
and Vermaelen, 1998; Andre et al., 2004; Yook, 2004; Kling, 2006).

Studies that use accounting measures-based have inconsistent results; where some studies
reported slight improvements in the financial performance at insignificant level (Choi and
Harmatuck, 2006), other studies reported significant positive performance (Healy et al., 1992;
Ghosh, 2002; Heron and Lie, 2002; Ramaswamy and Waegelein, 2003) or negative impact on
financial performance (Mueller, 1980; Sun and Tang, 2000; Yeh and Hoshino, 2002; King et al.,
2004). In addition, the analysis of the effects of M&A on performance revealed positive impact
on specific aspects of performance and negative impact on other aspects of performance (for
example, Gugler et al. 2003, who reported significant increase in profitability but negative effect
on sales; Mantravadi and Reddy 2008, who reported increase in profitability and decrease in
return on net worth). Some studies showed inconsistent results in respect to industry type. For
example, banking industry has experienced deterioration after mergers or acquisition (Berger and
Humphrey, 1992; Rhoades, 1993; Kling, 2006) and railroad industry that were affected
negatively by mergers in Amalgamations (Sun and Tang, 2000) as well as the steel industry
(Gallet, 1996). The construction industry reports improvement in performance. (Choi and
Russell, 2004; Choi and Harmatuck, 2006, Ismail et al., 2010).




PRESENT REPORT

Indias largest software company, Tata Consultancy Services (TCS) is exploring the possibility
of acquiring a small or mid-size software firm in Finland and other areas of Europe. Some other
Indian information technology companies, particularly from Bangalore, are also looking at
acquisition targets in the region.Finland's software industry is small and Indian companies are
showing interest in acquiring some companies here, especially in western Finland, Timo
Kekkonen, a director at Helsinki-based Confederation of Finnish Industries told Financial
Chronicle. Kekkonen said TCS was one of the companies looking at acquiring small or mid-size
Finnish software companies. We have companies that specialize in their domains.IT firms,
when contacted, said they were not looking at any particular country for an acquisition, but were
combing Europe as a whole. Both TCS and Wipro refused to comment as they were in the silent
period, with their quarter results to be announced. A Wipro executive, on condition of
anonymity, said north Europe was attractive as there were several small IT firms there that could
be grabbed for an attractive valuation top Infosys executive said, Finland is very hot, with
several top technology companies and could be one among several countries that Indian IT firms
are looking at.

Demand is slowing down, addressable market of various businesses are shrinking, competition
has intensified, business sentiments are low, worlds biggest economies are in recession and
market valuations are at historic lowsseriously, the time has come to witness historys
biggest consolidation phase. We intend to re-start our blog to track the M&A and PE related
events in India and in the world which will have likely impact on India.


Case Study TCS to announce its Non Linear Revenues Separately

Tata Consultancy Services (TCS), Indias largest IT Company had announced that it will show
its non linear revenues separately for the Fiscal 2012 which will be a benchmark for other Indian
IT vendors. In June 2010, CEO N Chandrasekaran announced that TCS is targeting to get 10% of
its incremental revenues by Q4 of FY 2012 from non-linear models. Non Linear revenues have
been a focus area for the Indian IT Vendors since past few years and all the Indian IT vendors
are looking to delink revenue growth with employee headcount growth. TCS has close to
2,50,000 employees with 2012 fiscal revenue target of US$ 10 billion and strategy to increase
employee headcounts for incremental revenues is risky as managing, training, and hiring such
huge number of employees is difficult and requires significant monetary and human resources
which is not cost effective. Non Linear revenues also help in increasing the revenue per
employee, employee productivity, and also the operating margins as non linear models help
vendors to charge higher prices for the services. Top Indian IT Vendors have adopted following
models Intellectual Property/Products, Cloud Computing, Platform BPOs, Non Linear Pricing
Models, Delivery Accelerators, Branding of products and services/solutions and Merger &
Acquisitions to increase the non linear revenues.

Over 50 enhancements like spanning syndication, Project & Contract Finance, membership
module for credit unions, etc have also been added and the core banking software is installed in
240 financial institutions in over 80 countries. The product also won major accolades from
clients and industry experts and always figured at top of the category. TCS offers other
technology products in engineering, Life sciences, healthcare, etc but revenue contribution to
total revenues is in single digit and mostly contributed by Bancs. As part of its non linear
revenue growth strategy TCS is focusing on developing new products and further upgrade the
existing ones. TCS core banking software Bancs, which is a complete suite of business solutions
covering Core Banking, Compliance, Islamic Banking, Channels, Payments, Treasury, Corporate
Actions, Securities Trading, Securities Processing, Market Infrastructure, Private Banking,
Wealth Management and Insurance, is at the heart of its non linear strategy and its acquisition of
Sydney-based Financial Network Services (FNS), a leading Australian core banking solutions
vendor for approximately US$ 26 million in October 2005.
CONCLUSION

TCS has over 50 centers of Excellence that track the domain technology trends and partnered
with Oracle, SAP, Microsoft, etc to develop the solution accelerators like Bancs which is a
comprehensive Financial services solution, TCS SOLAR framework which is a service oriented
framework for Business Intelligence and Performance Management Solution and TCS Code
Generator Framework which speeds up new application development, etc through reuse of codes.

Mergers & Acquisitions wise TCS acquired Super-Value Services India, the captive IT/BPO unit
of Minneapolis-based grocery retailer Super Value Inc which focuses on IT infrastructure,
applications and business and corporate services for its parent company for over US$100 million.
TCS UK Subsidiary Diligenta acquired Unisys Corporations insurance business Unisys
Insurance Services Limited in 2010 in lieu of which the company received business worth 250
million (Rs 1,800 crore) for the next six years. In 2008 TCS acquired the back-office operations
of Citigroup for $505 million (over Rs 2,400 crore) and Citi also signed an agreement with TCS
to provide process outsourcing services worth $2.5 billion (around Rs 12,000 crore) over the next
nine-and-and-a-half years. In November 2006, TCS acquired 75% in its Swiss partner, TKS-
Teknosoft (TKS), for CHF 100.5 million or around $ 80 million and got management control of
the company, distribution rights in Europe for the Quartz wholesale banking product and two
new products, Alpha (for private banking) and e-Portfolio (for wealth management). In 2006
TCS has acquired TCS Management (formerly called Total Communication Solutions), a
privately owned consulting firm in Australia for an upfront cash payment of $1.3m and
performance payment of $11.5m over five years.

TCS is expected to add 60,000 employees in the Fiscal 2012 and typically for every US$1billion
revenues Indian IT vendors add about 20,000-25,000 employees. TCS is expected to close the
Fiscal 2012 with revenue of around US$ 10 billion from the previous US$ 8.2 billion. Simply
declaring non linear revenues is not enough TCS have to show that such revenues are
contributing to internal gains like increase in operating margins and employee productivity.


BIBLIOGRAPHY
Books referred:
Strategic Management.
Mergers & Amalgamations by Vinay Sudarshan
Importance of Global Co-innovation network
TCS Strategies by Satishchadra.

Websites visited
WWW.google.com
WWW.Yahoo.com
WWW.TCS.com