| our expectations as to future revenue, margins, expenses and capital requirements; | |
| our expectations regarding the outcome of on-going legal proceedings and disputes with Indian tax authorities and the impact of such proceedings and disputes on our liquidity, results of operations, financial condition and cash flows; | |
| our exposure to market risks, including the effect of foreign currency exchange rates and interest rates on our financial results; | |
| the future impact of our acquisitions; | |
| projections that our cash and cash equivalents along with cash generated from operations will be sufficient to meet certain of our obligations; and | |
| the effect of future tax laws on our business. |
2
3
As at September 30, | ||||||||||||||||
2009 | ||||||||||||||||
Convenience | ||||||||||||||||
Translation | ||||||||||||||||
As at March 31, | into US $ in | |||||||||||||||
Notes | 2009 | 2009 | millions | |||||||||||||
ASSETS |
||||||||||||||||
Goodwill |
5 | 56,143 | 54,548 | 1,134 | ||||||||||||
Intangible assets |
5 | 3,493 | 3,253 | 68 | ||||||||||||
Property, plant and equipment |
4 | 49,794 | 50,293 | 1,046 | ||||||||||||
Investment in equity accounted investees |
16 | 1,670 | 1,863 | 39 | ||||||||||||
Deferred tax assets |
18 | 4,355 | 2,437 | 51 | ||||||||||||
Other non-current assets |
11 | 6,791 | 7,863 | 164 | ||||||||||||
Total non-current assets |
122,246 | 120,257 | 2,501 | |||||||||||||
Inventories |
9 | 7,586 | 6,735 | 140 | ||||||||||||
Trade receivables |
8 | 48,612 | 45,632 | 949 | ||||||||||||
Other current assets |
11 | 16,173 | 10,798 | 225 | ||||||||||||
Unbilled revenues |
14,108 | 16,723 | 348 | |||||||||||||
Available for sale investments |
7 | 16,543 | 42,779 | 890 | ||||||||||||
Current tax assets |
9,825 | 11,304 | 235 | |||||||||||||
Cash and cash equivalents |
10 | 49,117 | 31,159 | 648 | ||||||||||||
Total current assets |
161,964 | 165,130 | 3,434 | |||||||||||||
TOTAL ASSETS |
284,210 | 285,387 | 5,935 | |||||||||||||
EQUITY |
||||||||||||||||
Share capital |
2,930 | 2,933 | 61 | |||||||||||||
Share premium |
27,280 | 28,053 | 583 | |||||||||||||
Retained earnings |
126,646 | 141,633 | 2,945 | |||||||||||||
Share based payment reserve |
3,745 | 3,608 | 75 | |||||||||||||
Other components of equity |
(12,915 | ) | (8,900 | ) | (185 | ) | ||||||||||
Shares held by controlled trust |
(542 | ) | (542 | ) | (11 | ) | ||||||||||
Equity attributable to the equity holders of the Company |
147,144 | 166,785 | 3,468 | |||||||||||||
Minority interest |
237 | 373 | 8 | |||||||||||||
Total equity |
147,381 | 167,158 | 3,476 | |||||||||||||
LIABILITIES |
||||||||||||||||
Loans and borrowings |
12 | 19,681 | 20,404 | 424 | ||||||||||||
Employee benefit obligations |
22 | 3,111 | 2,818 | 59 | ||||||||||||
Derivative liabilities |
15 | 8,767 | 5,913 | 123 | ||||||||||||
Deferred tax liabilities |
18 | 460 | 420 | 9 | ||||||||||||
Other non-current liabilities and provisions |
14 | 2,361 | 1,427 | 30 | ||||||||||||
Total non-current liabilities |
34,380 | 30,982 | 645 | |||||||||||||
Loans and borrowings and bank overdrafts |
12 | 37,211 | 23,052 | 479 | ||||||||||||
Trade payables and accrued expenses |
13 | 42,051 | 43,510 | 905 | ||||||||||||
Unearned revenues |
6,734 | 4,258 | 89 | |||||||||||||
Current tax liabilities |
6,492 | 7,104 | 148 | |||||||||||||
Derivative liabilities |
15 | 3,255 | 976 | 20 | ||||||||||||
Other current liabilities and provisions |
14 | 6,706 | 8,347 | 174 | ||||||||||||
Total current liabilities |
102,449 | 87,247 | 1,815 | |||||||||||||
TOTAL LIABILITIES |
136,829 | 118,229 | 2,460 | |||||||||||||
TOTAL EQUITY AND LIABILITIES |
284,210 | 285,387 | 5,935 | |||||||||||||
5
Three months ended September 30, | Six months ended September 30, | |||||||||||||||||||||||||||
2009 | 2009 | |||||||||||||||||||||||||||
Convenience | Convenience | |||||||||||||||||||||||||||
Translation | Translation | |||||||||||||||||||||||||||
into US $ in | into US $ in | |||||||||||||||||||||||||||
Notes | 2008 | 2009 | millions | 2008 | 2009 | millions | ||||||||||||||||||||||
Revenues |
65,303 | 68,937 | 1,433 | 125,718 | 132,805 | 2,762 | ||||||||||||||||||||||
Cost of revenues |
(46,140 | ) | (47,522 | ) | (988 | ) | (88,441 | ) | (90,769 | ) | (1,887 | ) | ||||||||||||||||
Gross profit |
19,163 | 21,415 | 445 | 37,277 | 42,036 | 874 | ||||||||||||||||||||||
Selling and marketing expenses |
(4,422 | ) | (4,490 | ) | (93 | ) | (8,632 | ) | (8,730 | ) | (182 | ) | ||||||||||||||||
General and administrative expenses |
(3,514 | ) | (3,976 | ) | (83 | ) | (6,742 | ) | (7,528 | ) | (157 | ) | ||||||||||||||||
Foreign exchange gains/(losses), net |
(281 | ) | 240 | 5 | (978 | ) | (1,166 | ) | (24 | ) | ||||||||||||||||||
Results from operating activities |
10,946 | 13,189 | 274 | 20,925 | 24,612 | 512 | ||||||||||||||||||||||
Finance and other income/(expense),
net |
19 | 233 | 681 | 14 | 549 | 1,036 | 22 | |||||||||||||||||||||
Share of profits of equity accounted
investees |
16 | 106 | 112 | 2 | 213 | 226 | 5 | |||||||||||||||||||||
Profit before tax |
11,285 | 13,982 | 291 | 21,687 | 25,874 | 538 | ||||||||||||||||||||||
Income tax expense |
18 | (1,559 | ) | (2,217 | ) | (46 | ) | (3,002 | ) | (3,957 | ) | (82 | ) | |||||||||||||||
Profit for the period |
9,726 | 11,765 | 245 | 18,685 | 21,917 | 456 | ||||||||||||||||||||||
Attributable to: |
||||||||||||||||||||||||||||
Equity holders of the Company |
9,704 | 11,707 | 244 | 18,651 | 21,810 | 454 | ||||||||||||||||||||||
Minority interest |
22 | 58 | 1 | 34 | 107 | 2 | ||||||||||||||||||||||
Profit for the period |
9,726 | 11,765 | 245 | 18,685 | 21,917 | 456 | ||||||||||||||||||||||
Earnings per equity share: |
20 | |||||||||||||||||||||||||||
Basic |
6.68 | 8.04 | 0.17 | 12.84 | 14.97 | 0.31 | ||||||||||||||||||||||
Diluted |
6.63 | 7.97 | 0.17 | 12.75 | 14.86 | 0.31 | ||||||||||||||||||||||
Weighted average number of equity
shares used in computing earnings per
equity share |
||||||||||||||||||||||||||||
Basic |
1,453,493,031 | 1,456,868,080 | 1,456,868,080 | 1,453,130,377 | 1,456,539,693 | 1,456,539,693 | ||||||||||||||||||||||
Diluted |
1,463,732,182 | 1,468,243,743 | 1,468,243,743 | 1,462,368,363 | 1,467,911,787 | 1,467,911,787 |
6
Three months ended September 30, | Six months ended September 30, | |||||||||||||||||||||||||||
2009 | 2009 | |||||||||||||||||||||||||||
Convenience | Convenience | |||||||||||||||||||||||||||
Translation | Translation | |||||||||||||||||||||||||||
into US $ in | into US $ in | |||||||||||||||||||||||||||
Notes | 2008 | 2009 | millions | 2008 | 2009 | millions | ||||||||||||||||||||||
Profit for the period |
9,726 | 11,765 | 245 | 18,685 | 21,917 | 456 | ||||||||||||||||||||||
Other comprehensive income, net of taxes: |
||||||||||||||||||||||||||||
Foreign currency translation
differences |
17 | 2,384 | 553 | 12 | 2,570 | 384 | 8 | |||||||||||||||||||||
Effective portion of changes in fair
value of cash flow hedges |
15 | (3,986 | ) | 1,139 | 24 | (11,205 | ) | 3,677 | 76 | |||||||||||||||||||
Net changes in fair value of
available for sale investments |
7 | (123 | ) | (268 | ) | (6 | ) | (111 | ) | (64 | ) | (1 | ) | |||||||||||||||
Total other comprehensive income, net of
taxes |
(1,725 | ) | 1,424 | 30 | (8,746 | ) | 3,997 | 83 | ||||||||||||||||||||
Total comprehensive income for the
period |
8,001 | 13,189 | 274 | 9,939 | 25,914 | 539 | ||||||||||||||||||||||
Attributable to: |
||||||||||||||||||||||||||||
Equity holders of the Company |
7,964 | 13,129 | 273 | 9,886 | 25,825 | 537 | ||||||||||||||||||||||
Minority interest |
37 | 60 | 1 | 53 | 89 | 2 | ||||||||||||||||||||||
8,001 | 13,189 | 274 | 9,939 | 25,914 | 539 | |||||||||||||||||||||||
7
Attributable to equity holders of the Company | ||||||||||||||||||||||||||||||||||||||||||||||||
Other components of equity | Equity | |||||||||||||||||||||||||||||||||||||||||||||||
Share | Foreign | Share held | attributable | |||||||||||||||||||||||||||||||||||||||||||||
based | currency | Cash flow | by | to the equity | ||||||||||||||||||||||||||||||||||||||||||||
Share | Share | Retained | payment | translation | hedging | Other | controlled | holders of the | Minority | |||||||||||||||||||||||||||||||||||||||
No. of shares | capital | premium | earnings | reserve | reserve | reserve | reserve | Trust | Company | interest | Total equity | |||||||||||||||||||||||||||||||||||||
As at April 1, 2008 |
1,461,453,320 | 2,923 | 25,373 | 94,728 | 3,148 | (10 | ) | (1,097 | ) | 404 | | 125,469 | 116 | 125,585 | ||||||||||||||||||||||||||||||||||
Cash dividend paid (including tax thereon) |
(6,842 | ) | (6,842 | ) | (6,842 | ) | ||||||||||||||||||||||||||||||||||||||||||
Issue of equity shares on exercise of options |
1,549,888 | 3 | 763 | (676 | ) | 90 | 90 | |||||||||||||||||||||||||||||||||||||||||
Profit for the period |
18,651 | 18,651 | 34 | 18,685 | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
2,551 | (11,205 | ) | (111 | ) | (8,765 | ) | 19 | (8,746 | ) | ||||||||||||||||||||||||||||||||||||||
Compensation cost related to employee share based
payment |
1,040 | 1,040 | 1,040 | |||||||||||||||||||||||||||||||||||||||||||||
As at September 30, 2008 |
1,463,003,208 | 2,926 | 26,136 | 106,537 | 3,512 | 2,541 | (12,302 | ) | 293 | | 129,643 | 169 | 129,812 | |||||||||||||||||||||||||||||||||||
As at April 1, 2009 |
1,464,980,746 | 2,930 | 27,280 | 126,646 | 3,745 | 797 | (13,797 | ) | 85 | (542 | ) | 147,144 | 237 | 147,381 | ||||||||||||||||||||||||||||||||||
Cash dividend paid (including tax thereon) |
(6,823 | ) | (6,823 | ) | (6,823 | ) | ||||||||||||||||||||||||||||||||||||||||||
Issue of equity shares on exercise of options |
1,296,680 | 3 | 773 | (773 | ) | 3 | | 3 | ||||||||||||||||||||||||||||||||||||||||
Profit for the period |
21,810 | 21,810 | 107 | 21,917 | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
402 | 3,677 | (64 | ) | 4,015 | (18 | ) | 3,997 | ||||||||||||||||||||||||||||||||||||||||
Infusion of capital, net |
| 47 | 47 | |||||||||||||||||||||||||||||||||||||||||||||
Compensation cost related to employee share based
payment |
636 | 636 | | 636 | ||||||||||||||||||||||||||||||||||||||||||||
As at September 30, 2009 |
1,466,277,426 | 2,933 | 28,053 | 141,633 | 3,608 | 1,199 | (10,120 | ) | 21 | (542 | ) | 166,785 | 373 | 167,158 | ||||||||||||||||||||||||||||||||||
Convenience translation into US $ in millions |
61 | 583 | 2,945 | 75 | 25 | (210 | ) | | (11 | ) | 3,468 | 8 | 3,476 |
8
Six months ended September 30, | ||||||||||||
2009 | ||||||||||||
Convenience | ||||||||||||
Translation into US | ||||||||||||
2008 | 2009 | $ in millions | ||||||||||
Cash flows from operating activities: |
||||||||||||
Profit for the period attributable to equity holders of the Company |
18,651 | 21,810 | 454 | |||||||||
Adjustments to reconcile profit for the period to net cash generated
from operating activities: |
||||||||||||
Gain on sale of property, plant and equipment |
(9 | ) | (12 | ) | | |||||||
Depreciation and amortization |
3,237 | 3,959 | 82 | |||||||||
Unrealized exchange (gain) / loss |
1,902 | (465 | ) | (10 | ) | |||||||
Impact of cash flow hedging activities |
(2,046 | ) | 2,735 | 57 | ||||||||
Gain on sale of investments |
(570 | ) | (314 | ) | (7 | ) | ||||||
Share based compensation |
1,040 | 636 | 13 | |||||||||
Income tax expense |
3,002 | 3,957 | 82 | |||||||||
Share of profits of equity accounted investees |
(213 | ) | (226 | ) | (5 | ) | ||||||
Minority interest |
34 | 107 | 2 | |||||||||
Interest (income)/expenses, net |
(742 | ) | (1,094 | ) | (23 | ) | ||||||
Changes in operating assets and liabilities: |
||||||||||||
Trade and other receivable |
(8,124 | ) | 2,004 | 42 | ||||||||
Unbilled revenues |
(4,289 | ) | (2,615 | ) | (54 | ) | ||||||
Inventories |
(2,005 | ) | 851 | 18 | ||||||||
Other assets |
(3,631 | ) | 776 | 16 | ||||||||
Trade payables and accrued expenses |
8,885 | 2,182 | 45 | |||||||||
Unearned revenues |
1,577 | (2,476 | ) | (51 | ) | |||||||
Other liabilities |
903 | 1,807 | 38 | |||||||||
Cash generated from operating activities before taxes |
17,602 | 33,622 | 699 | |||||||||
Income taxes (paid) / refund, net |
(796 | ) | (4,325 | ) | (90 | ) | ||||||
Net cash generated from operating activities |
16,806 | 29,297 | 609 | |||||||||
Cash flows from investing activities: |
||||||||||||
Expenditure on property, plant and equipment and intangible assets |
(8,552 | ) | (5,236 | ) | (109 | ) | ||||||
Proceeds from sale of property, plant and equipment |
163 | 180 | 4 | |||||||||
Purchase of available for sale investments |
(208,640 | ) | (192,534 | ) | (4,004 | ) | ||||||
Proceeds from sale of available for sale investments |
183,997 | 166,547 | 3,463 | |||||||||
Investment in inter-corporate deposits |
(250 | ) | (500 | ) | (10 | ) | ||||||
Refund of inter-corporate deposits |
| 4,750 | 98 | |||||||||
Payment for business acquisitions, net of cash acquired |
(1,192 | ) | (461 | ) | (10 | ) | ||||||
Interest received |
747 | 1,521 | 32 | |||||||||
Dividend received |
1,194 | 670 | 14 | |||||||||
Net cash used in investing activities |
(32,533 | ) | (25,063 | ) | (521 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of equity shares |
71 | 4 | | |||||||||
Proceeds from issuance of equity shares by a subsidiary |
| 64 | 1 | |||||||||
Repayment of loans and borrowings |
(33,227 | ) | (35,560 | ) | (739 | ) | ||||||
Proceeds from loans and borrowings |
37,208 | 21,941 | 456 | |||||||||
Payment of cash dividend |
(6,828 | ) | (6,822 | ) | (142 | ) | ||||||
Interest paid on loans and borrowings |
(1,248 | ) | (746 | ) | (16 | ) | ||||||
Net cash used in financing activities |
(4,024 | ) | (21,119 | ) | (439 | ) | ||||||
Net decrease in cash and cash equivalents during the period |
(19,751 | ) | (16,885 | ) | (351 | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents |
472 | (404 | ) | (8 | ) | |||||||
Cash and cash equivalents at the beginning of the period |
38,912 | 48,232 | 1,003 | |||||||||
Cash and cash equivalents at the end of the period (Note 10) |
19,633 | 30,943 | 643 | |||||||||
9
1. | The Company overview: | |
Wipro Limited (Wipro or the Parent Company); together with its subsidiaries and equity accounted investees (collectively, the Company or the Group) is a leading India based provider of IT Services, including Business Process Outsourcing (BPO) services, globally. Further, Wipro has other businesses such as IT Products, Consumer Care and Lighting and Infrastructure engineering. | ||
Wipro is a public limited company incorporated and domiciled in India. The address of its registered office is Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore 560 035, Karnataka, India. Wipro has its primary listing with Bombay Stock Exchange and National Stock Exchange in India. The Companys American Depositary Shares representing equity shares are also listed on the New York Stock Exchange. These condensed consolidated interim financial statements were authorized for issue by Audit Committee on November 04, 2009. | ||
2. | Basis of preparation of financial statements |
(i) | Statement of compliance: | ||
The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations (IFRS), as issued by the International Accounting Standards Board (IASB). | |||
(ii) | Basis of preparation | ||
These condensed consolidated interim financial statements are covered by IFRS 1, First Time Adoption of IFRS, as they are part of the period covered by the Companys first IFRS financial statements for the year ending March 31, 2010 and are prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting. | |||
The condensed consolidated interim financial statements corresponds to the classification provisions contained in IAS 1(revised), Presentation of Financial Statements. For clarity, various items are aggregated in the statements of income and statements of financial position. These items are disaggregated separately in the Notes, where applicable. | |||
Until the adoption of IFRS, the financial statements included in the Companys Annual Report on Form 20-F and Quarterly Reports on Form 6-K were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). However, the transition to IFRS has been carried out from the accounting principles generally accepted in India (Indian GAAP), which is considered as Previous GAAP, for purposes of IFRS 1. An explanation of the effect of the transition from Previous GAAP to IFRS on the Companys equity and profit is provided in Note 3 (xviii). In addition, a reconciliation of the Companys equity and profit between Previous GAAP and U.S. GAAP is provided in Note 25. | |||
The preparation of these condensed consolidated interim financial statements resulted in changes to the Companys accounting policies as compared to most recent annual financial statements prepared under Previous GAAP. Accounting policies have been applied consistently to all periods presented in the condensed consolidated interim financial statements including the preparation of the IFRS opening statement of financial position as at April 1, 2008 for the purpose of the transition to IFRS and as required by IFRS 1. These accounting policies have been applied consistently by all entities within the Group. | |||
(iii) | Basis of measurement | ||
The condensed consolidated interim financial statements have been prepared on a historical cost convention and on an accrual basis, except for certain financial instruments that have been measured at fair value as required by relevant IFRS. | |||
(iv) | Convenience translation | ||
The accompanying condensed consolidated interim financial statements have been prepared and reported in Indian rupees, the national currency of India. Solely for the convenience of the readers, the condensed consolidated financial statements as of and for the six months ended September 30, 2009, have been translated into United States dollars at the certified foreign exchange rate of $1 = Rs. 48.09, as published by Federal Reserve Board of New York on September 30, 2009. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other rate. | |||
(v) | Use of estimates and judgment |
10
a) | Revenue recognition: The Company uses the input (cost expended) method to measure progress towards completion. Percentage of completion method accounting relies on estimates of total expected contract revenue and costs. This method is followed when reasonably dependable estimates of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, recognized revenue and profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes evident. To date, the Company has not incurred a material loss on any fixed-price and fixed-timeframe contract. | ||
b) | Goodwill: Goodwill is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The recoverable amount of cash generating units is determined based on higher of value-in-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which includes revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions. | ||
c) | Income taxes: The major tax jurisdictions for the Company are India and the U.S. Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. Though, the Company considers all these issues in estimating income taxes, there could be an unfavorable resolution of such issues. | ||
d) | Other estimates: The preparation of financial statements involves estimates and assumptions that affect the reported amount of assets, liabilities, disclosure of contingent liabilities at the date of financial statements and the reported amount of revenues and expenses for the reporting period. Specifically, the Company estimates the uncollectability of accounts receivable by analyzing historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required. | ||
Similarly, the Company provides for inventory obsolescence, excess inventory and inventories with carrying values in excess of net realizable value based on assessment of the future demands, market conditions and specific inventory management initiatives. If market conditions and actual demands are less favorable than the Companys estimates, additional inventory write-downs may be required. In all cases inventory is carried at the lower of historical cost and net realizable value. The stock compensation expense is determined based on the Companys estimate of equity instruments that will eventually vest. |
3. | Significant accounting policies: |
(i) | Basis of consolidation: | ||
Subsidiaries | |||
The condensed consolidated interim financial statements incorporate the financial statements of the Parent Company and entities controlled by the Parent Company (its subsidiaries). Control is achieved where a company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account. | |||
All intra-company balances, transactions, income and expenses including unrealized income or expenses are eliminated in full on consolidation. | |||
Equity accounted investees | |||
Equity accounted investees are entities in respect of which, the Company has significant influence, but not control, over the financial and operating policies. Generally a Company has a significant influence if it holds |
11
between 20 and 50 percent of equity of another company. Investments in such entities are accounted for using the equity method (equity accounted investees) and are initially recognized at cost. |
(ii) | Functional and presentation currency: | ||
Items included in the condensed consolidated interim financial statements of each of the Companys subsidiaries and equity accounted investees are measured using the currency of the primary economic environment in which those entities operate (the functional currency). These condensed consolidated interim financial statements are presented in Indian Rupee, the national currency of India, which is the functional currency of Wipro Limited and its domestic subsidiaries and equity accounted investees. | |||
(iii) | Foreign currency transactions and translation: |
a) | Transactions and balances | ||
Transactions in foreign currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the exchange rates prevailing at reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income and reported within foreign exchange gains/(losses), net under operating income. Gains/losses relating to translation or settlement of debt denominated in foreign currency are reported in finance and other income / (expense), net. | |||
b) | Foreign operations | ||
For the purpose of presenting condensed consolidated interim financial statements, the assets and liabilities of the Companys foreign operations that have local functional currency are translated into Indian Rupee using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income, a component of equity in foreign currency translation reserve (FCTR). When a foreign operation is disposed of, the relevant amount recognized in FCTR is transferred to the statement of income as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the reporting date. | |||
c) | Others | ||
Foreign currency differences arising on the translation or settlement of a financial liability designated and effective as a hedge of a net investment in a foreign operation is recognized in other comprehensive income, a component of equity in the FCTR. When the hedged part of a net investment is disposed of, the relevant amount recognized in FCTR is transferred to the statement of income as part of the profit or loss on disposal. Foreign currency differences arising from translation of intercompany receivables or payables relating to foreign operations, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of net investment in foreign operation and are recognized in other comprehensive income, a component of equity in the FCTR. |
(iv) | Financial Instruments |
a) | Non-derivative financial instruments | ||
Non derivative financial instruments consist of: |
| financial assets, which include cash and cash equivalents, trade receivables, unbilled revenues, finance lease receivables, employee and other advances, investments in equity and debt securities and eligible current and non-current assets; | ||
| financial liabilities, which include long and short-term loans and borrowings, bank overdrafts, trade payable, eligible current liabilities and non-current liabilities. |
12
b) | Derivative financial instruments | ||
The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in foreign operations and forecasted cash flows denominated in foreign currency. | |||
The Company limits the effect of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments where the counterparty is a bank. | |||
Derivatives are recognized and measured at fair value. |
(v) | Equity and share capital |
a) | Share capital and share premium | ||
The Company has only one class of equity shares. The authorized share capital of the Company is 1,650,000,000 equity shares, par value Rs. 2 per share. Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as share premium. |
13
Every holder of the equity shares, as reflected in the records of the Company as of the date of the shareholder meeting shall have one vote in respect of each share held for all matters submitted to vote in the shareholder meeting. | |||
b) | Shares held by controlled trust (Treasury shares): | ||
The Companys equity shares held by the controlled trust are classified as Treasury Shares. The Company has 8,930,563 treasury shares as of March 31, 2009 and September 30, 2009. Treasury shares are recorded at acquisition cost. During the year ended March 31, 2009, the Company completed the merger of a few of its subsidiaries with itself. Pursuant to the terms of merger approved by the courts in India, the Company issued 968,803 fully paid equity shares of Rs 542 to a controlled trust. | |||
c) | Retained earnings | ||
Retained earnings contain the Companys prior years undistributed profit after taxes. A portion of these earnings amounting to Rs. 1,144 is not freely available for distribution. | |||
d) | Share based payment reserve | ||
The share based payment reserve is used to record the value of equity-settled share based payments provided to employees. The amounts recorded in share based payment reserve are transferred to share premium upon exercise of stock options by employees. | |||
e) | Cash flow hedging reserve | ||
Changes in fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognized in other comprehensive income (net of taxes), a component of equity in the cash flow hedging reserve. | |||
f) | Foreign currency translation reserve | ||
The exchange difference arising from the translation of financial statements of foreign subsidiaries and changes in fair value of hedging instruments designated and effective as hedge of net investment in foreign operations (net of taxes) is recognized in other comprehensive income, a component of equity in the FCTR. | |||
g) | Other reserve | ||
Changes in the fair value of available for sale financial assets is recognized in other comprehensive income (net of taxes), a component of equity in other reserve. | |||
h) | Dividend | ||
Final dividend including tax thereon on the common stock is recorded as a liability on the date of approval by the shareholders. Interim dividend including tax thereon are recorded as a liability on the date of declaration by the board of directors. |
(vi) | Property, plant and equipment: |
a) | Recognition and measurement | ||
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. Borrowing costs directly attributable to the construction or production of a qualifying asset are capitalized as part of the cost. | |||
b) | Depreciation | ||
The Company depreciates property, plant and equipment over the estimated useful life on a straight-line basis from the date the assets are available for use. Assets acquired under finance lease and leasehold improvements are amortized over the shorter of estimated useful life or the related lease term. The estimated useful lives of assets are as follows: |
Category | Useful life | |
Buildings
|
30 to 60 years | |
Plant and machinery
|
2 to 21 years | |
Computer equipment and software
|
2 to 6 years | |
Furniture, fixtures and equipment
|
3 to 10 years | |
Vehicles
|
4 years |
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(vii) | Business combination, Goodwill and Intangible assets: | ||
Business combinations consummated subsequent to the Transition date are accounted for using the purchase method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Contingent consideration is recorded when it is probable that such consideration would be paid and can be measured reliably. |
a) | Goodwill | ||
The excess of the cost of acquisition over the Companys share in the fair value of the acquirees identifiable assets, liabilities and contingent liabilities is recognized as goodwill. If the cost of acquisition is less than the fair value of the acquirees identifiable assets, liabilities and contingent liabilities, the difference is recognized immediately in the statement of income. | |||
b) | Intangible assets | ||
Intangible assets acquired separately are measured at cost of acquisition. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses, if any. | |||
The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and consumed. | |||
The estimated useful lives of the amortizable intangibles assets are as follows: |
Category | Useful life | |
Customer-related intangibles
|
2 to 5 years | |
Marketing related intangibles
|
20 to 30 years |
(viii) | Leases |
a) | Arrangements where the Company is the lessee | ||
Leases of property, plant and equipment, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lower of the fair value of the leased property and the present value of the minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. | |||
Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognized in statement of income on a straight-line basis over the lease term. | |||
b) | Arrangements where the Company is the lessor | ||
In certain arrangements, the Company recognizes revenue from sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognises unearned income as financing revenue over the lease term using effective interest method. |
(ix) | Inventories | ||
Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined using the weighted average method. | |||
(x) | Impairment |
a) | Financial assets: |
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The Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. If any such indication exists, the Company estimates the amount of impairment loss. | |||
A. Loans and receivables | |||
Impairment losses on trade and other receivables are recognized using separate allowance accounts. Refer Note 2 (v) (d) for further information regarding the determination of impairment. | |||
B. Available for sale financial asset | |||
When the fair value of available-for-sale financial assets declines below acquisition cost and there is objective evidence that the asset is impaired, the cumulative loss that has been recognized in other comprehensive income, a component of equity in other reserve is transferred to the statement of income. An impairment loss may be reversed in subsequent periods, if the indicators for the impairment no longer exist. | |||
b) | Non financial assets | ||
The Company assesses long-lived assets, such as property, plant, equipment and acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. At each reporting date the Company determines whether there are any indicators of impairment. If any such indication exists, the Company estimates the recoverable amount of the asset. If the recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of income. If at the reporting date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognized initially. | |||
c) | Goodwill | ||
Goodwill is tested for impairment at least annually at the same time and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash-generating unit or groups of cash-generating units which represent the lowest level at which goodwill is monitored for internal management purposes. |
(xi) | Employee Benefit |
a) | Post-employment and pension plans | ||
The Group participates in various employee benefit plans. Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Companys only obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks fall on the employee. The expenditures for defined contribution plans are recognized as expenses during the period when the employee provides service. Under a defined benefit plan, it is the Companys obligation to provide agreed benefits to the employees. The related actuarial and investment risks fall on the Company. The present value of the defined benefit obligations is calculated using the projected unit credit method. | |||
The company has the following employee benefit plans: | |||
A. Provident fund | |||
Employees receive benefits from a provident fund. The employer and employees each make periodic contributions to the plan. A portion of the contribution is made to the approved provident fund trust managed by the Company; while the remainder of the contribution is made to the government administered pension fund. | |||
B. Superannuation | |||
Superannuation plan is administered by Life Insurance Corporation of India and ICICI Prudential Insurance Company Limited. The Company makes annual contributions based on a specified percentage of each eligible employees salary. |
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C. Gratuity | |||
In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The Companys obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation using the projected unit credit method. | |||
The Company recognizes actuarial gains and losses immediately in the statement of income. | |||
b) | Termination benefits | ||
Termination benefits are recognized as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date, or to provide termination benefit as a result of an offer made to encourage voluntary redundancy. | |||
c) | Short-term benefits | ||
Short-term employee benefit obligations are measured on an undiscounted basis and are recorded as expense as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. | |||
d) | Compensated absences | ||
The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilised accumulating compensated absences and utilise it in future periods or receive cash at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognizes accumulated compensated absences based on actuarial valuation. | |||
Non-accumulating compensated absences are recognized in the period in which the absences occur. |
(xii) | Share based payment transaction: | ||
Employees of the Company receive remuneration in the form of equity instruments, for rendering services over a defined vesting period. Equity instruments granted is measured by reference to the fair value of the instrument at the date of grant. In cases, where equity instruments are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recorded by a corresponding increase to the share based payment reserve, a component of equity. | |||
The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants (accelerated amortization). The stock compensation expense is determined based on the Companys estimate of equity instruments that will eventually vest. | |||
(xiii) | Provisions | ||
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. | |||
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. | |||
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. | |||
(xiv) | Revenue: | ||
The Company derives revenue primarily from software development and related services, BPO services, sale of IT and other products. |
a) | Services: |
17
The Company recognizes revenue when the significant terms of the arrangement are enforceable, services are being delivered and the collectability is reasonably assured. The method for recognizing revenues and costs depends on the nature of the services rendered: | |||
A. Time and materials contracts | |||
Revenues and costs relating to time and materials contracts are recognized as the related services are rendered. | |||
B. Fixed-price contracts | |||
Revenues from fixed-price contracts, including systems development and integration contracts are recognized using the percentage-of-completion method. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. If the Company does not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the statement of income in the period in which such losses become probable based on the current contract estimates. | |||
Unbilled revenues represent cost and earnings in excess of billings as at the end of the reporting period. Unearned revenues represent billing in excess of revenue recognized. Advance payments received from customers for which no services are rendered is recognized as Advance from customers. | |||
C. Maintenance contract | |||
Revenue from maintenance contracts is recognized ratably over the period of the contract using the percentage of completion method. | |||
b) | Products | ||
Revenue from products are recognized when the significant risks and rewards of ownership have transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. | |||
c) | Multiple element arrangements | ||
Revenue from contracts with multiple-element arrangements are recognized using the guidance in IAS 18, Revenue. The Company allocates the arrangement consideration to separately identifiable components based on their relative fair values. | |||
d) | Others | ||
The Company accounts for volume discounts and pricing incentives to customers by reducing the amount of discount from the amount of revenue recognized at the time of sale. | |||
Revenues are shown net of sales tax, value added tax, service tax and applicable discounts and allowances. Revenue includes excise duty. | |||
The Company accrues the estimated cost of warranties at the time when the revenue is recognized. The accruals are based on the Companys historical experience of material usage and service delivery costs. |
(xv) | Finance and other income/(expense), net: | ||
Finance income comprises interest income on deposits, dividend income, and gains on the disposal of available-for-sale financial assets. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established. | |||
Finance expense comprise interest expense on borrowings, impairment losses recognized on financial assets and changes in fair value and gain / losses on settlement of derivatives relating to borrowings. | |||
Borrowing costs are recognized in the statement of income using the effective interest method. | |||
(xvi) | Income tax: |
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Income tax comprises current and deferred tax. Income tax expense is recognized in the statement of income except to the extent it relates to items directly recognized in equity, in which case it is recognized in equity. |
a) | Current income tax | ||
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability simultaneously. | |||
b) | Deferred income tax | ||
Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction. | |||
Deferred income tax asset are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. | |||
Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries and associates where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. | |||
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. | |||
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. |
(xvii) | Earnings per share | ||
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury share method for options and warrants, except where the results would be anti-dilutive. | |||
(xviii) | Transition to IFRS | ||
As stated in Note 2 (ii), the Companys consolidated financial statements for the year ending March 31, 2010 will be the first annual consolidated financial statements prepared in compliance with IFRS. All interim financial statements during the year ending March 31, 2010 will also be prepared in compliance with IFRS. | |||
The adoption of IFRS was carried out in accordance with IFRS 1, using April 1, 2008 as the transition date (the Transition Date). IFRS 1 requires that all IFRS standards and interpretations that are effective for the first IFRS Consolidated Financial Statements for the year ended March 31, 2010, be applied consistently and retrospectively for all fiscal years presented. | |||
Until the adoption of IFRS, the financial statements included in the Annual Reports on Form 20-F and Quarterly Reports on Form 6-K were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). However, for the purposes of the transition, such transition was carried out from Indian GAAP, which has been considered as the Previous GAAP as per IFRS 1. | |||
All applicable IFRS have been applied consistently and retrospectively wherever required. The resulting difference between the carrying amounts of the assets and liabilities in the consolidated financial statements under both IFRS and Previous GAAP as of the Transition Date are recognized directly in equity at the Transition Date. | |||
In preparing these consolidated financial statements, the Company has availed itself of certain exemptions and exceptions in accordance with IFRS 1 as explained below: |
19
a) | Exemptions from retrospective application: | ||
A. Business combination exemption | |||
The Company has applied the exemption as provided in IFRS 1 on non-application of IFRS 3, Business Combinations to business combinations consummated prior to the date of Transition. Pursuant to this, exemption, goodwill arising from business combination has been stated at the carrying amount under Previous GAAP. Further, intangible assets net of related taxes, which were subsumed in goodwill under Previous GAAP, were not recognized in the opening statement of financial position as at April 1, 2008 since these did not qualify for recognition in the separate statement of financial position of the acquired entities. The Company has adjusted goodwill relating to past business combinations, for contingent consideration, if it is probable that such consideration would be paid and can be measured reliably as of the Transition Date. | |||
B. Sharebased payment exemption | |||
The Company has elected to apply the share based payment exemption available under IFRS 1 on application of IFRS 2,Share Based Payment, to only grants made after November 7, 2002, which remained unvested as of the Transition date. | |||
C. Borrowing costs | |||
The Company had the policy of capitalizing borrowing costs under its Previous GAAP for all qualifying assets. Accordingly, the Company has capitalized borrowing cost in respect of qualifying costs prior to the Transition date. However, there is a difference in the bases of capitalizing such costs between IFRS and Previous GAAP, which has been recorded as a reconciling item as a part of the transition. | |||
b) | Exceptions from full retrospective application | ||
A. Hedge accounting exception | |||
The Company had followed hedge accounting under Previous GAAP which is aligned to IFRS. Accordingly, this exception of not reflecting in its opening IFRS statement of financial position a hedging relationship of a type that does not qualify for hedge accounting under IAS 39, is not applicable to the Company. | |||
B. Estimates exception | |||
Upon an assessment of the estimates made under Previous GAAP, the Company has concluded that there was no necessity to revise such estimates under IFRS, except where estimates were required by IFRS and not required by Previous GAAP. |
| equity as at April 1, 2008; | ||
| equity as at September 30, 2008; | ||
| equity as at March 31, 2009; | ||
| profit for the three months ended September 30, 2008; | ||
| profit for the six months ended September 30, 2008; | ||
| profit for the year ended March 31, 2009; and | ||
| explanation of material adjustments to cash flow statements. |
20
Amount as per | Effect of | |||||||||||||||
Previous | Transition to | Amount as per | Relevant Notes | |||||||||||||
Particulars | GAAP | IFRS | IFRS | for adjustments | ||||||||||||
Goodwill |
Rs. | 42,209 | Rs. | 426 | Rs. | 42,635 | 8 | |||||||||
Property, plant and equipment and intangible assets |
41,583 | (239 | ) | 41,344 | 1,2 | |||||||||||
Available for sale investments |
14,679 | 568 | 15,247 | 3 | ||||||||||||
Investment in equity accounted investees |
1,343 | | 1,343 | |||||||||||||
Inventories |
6,664 | | 6,664 | |||||||||||||
Trade receivables |
40,453 | (100 | ) | 40,353 | 4 | |||||||||||
Unbilled revenues |
8,514 | | 8,514 | |||||||||||||
Cash and cash equivalents |
39,270 | | 39,270 | |||||||||||||
Net tax assets (including deferred taxes) |
3,632 | 854 | 4,486 | 5 | ||||||||||||
Other assets |
13,980 | 1,399 | 15,379 | 2(a),4,9,10,13 | ||||||||||||
TOTAL ASSETS |
Rs. | 212,327 | Rs. | 2,908 | Rs. | 215,235 | ||||||||||
Share
capital and share premium (net of shares issued to controlled trust) |
Rs. | 28,296 | Rs. | | Rs. | 28,296 | ||||||||||
Share application money pending allotment |
40 | (40 | ) | | 12 | |||||||||||
Retained earnings |
87,908 | 6,820 | 94,728 | |||||||||||||
Cash flow hedging reserve |
(1,097 | ) | | (1,097 | ) | |||||||||||
Other reserves |
1,807 | 1,851 | 3,658 | 3,7,11 | ||||||||||||
Total equity (A) |
116,954 | 8,631 | 125,585 | |||||||||||||
Minority interest |
116 | (116 | ) | | 11 | |||||||||||
Loans and borrowings |
44,850 | | 44,850 | |||||||||||||
Trade payables, accrued expenses and liabilities |
28,675 | | 28,675 | |||||||||||||
Unearned revenues |
4,269 | | 4,269 | |||||||||||||
Employee benefit obligations |
2,737 | | 2,737 | |||||||||||||
Other liabilities and provisions |
14,726 | (5,607 | ) | 9,119 | 6,8,10,12 | |||||||||||
Total liabilities (B) |
95,373 | (5,723 | ) | 89,650 | ||||||||||||
TOTAL LIABILITIES AND EQUITY (A)+(B) |
Rs. | 212,327 | Rs. | 2,908 | Rs. | 215,235 | ||||||||||
Notes: |
1) | Under IFRS, the amortization charge in respect of finite life intangible assets is recorded in proportion of economic benefits consumed during the period to the expected total economic benefits from the intangible asset. Under Previous GAAP, finite life intangible assets are amortized usually on a straight line basis over their useful life. As a result, the accumulated amortization under IFRS is lower by Rs 101 as at April 1, 2008. | |
2) | Listed below are the key differences in property, plant and equipment between IFRS and Previous GAAP: |
a) | Under IFRS, leases of land are classified as operating leases unless the title to the leasehold land is expected to be transferred to the Company at the end of the lease term. Lease rentals paid in advance and lease deposits are recognized as other assets. Under Previous GAAP, the lease rentals paid in advance and lease deposits are recognized in property, plant and equipment. Under IFRS, Rs. 645 of such payments towards lease of land has been reclassified from property, plant and equipment to other assets. This adjustment has no impact on equity. | ||
b) | Difference in the basis of interest capitalization between Previous GAAP and IFRS resulted in higher interest capitalization by Rs 305 under IFRS, net of related depreciation impact. |
21
3) | Under IFRS, available for sale investments are measured at fair value at each reporting date. The changes in fair value of such investments, net of taxes, are recognized directly in equity. Under Previous GAAP, short-term investments are measured at lower of cost or fair value. Consequently, carrying value of the available for sale investments under IFRS is higher by Rs. 568 (tax effect Rs. 165). | |
4) | Under IFRS an entity is required to allocate revenue to separately identifiable components of a multiple deliverable customer arrangement. The revenue relating to these components are recognized when the appropriate revenue recognition criteria is met. Under IFRS, the Company has deferred revenues primarily relating to installation services. Under Previous GAAP, installation services are considered to be incidental / perfunctory to product delivery. Entire revenue is recognized, when the products are delivered in accordance with the contractual terms, and expected cost of installation services is also recognized. | |
Consequently, under IFRS the Company has deferred revenue of Rs. 100 and reversed Rs. 78 of cost accrued for installation services. The deferred revenues are recognized when the related installation services is performed. | ||
5) | Under IFRS, tax benefits from carry forward tax losses is recognized if it is probable that sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax asset in respect of carry forward tax losses is recognized if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | |
Further, Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while IFRS mandates the balance sheet approach in recognizing deferred taxes. | ||
As a result, net deferred tax assets under IFRS are higher by Rs. 854. | ||
6) | Under Previous GAAP, liability is recognized in respect of proposed dividend, even-though the dividend is expected to be approved by the shareholders subsequent to the reporting date. Under IFRS, liability for dividend is recognized only when it is approved by shareholders. Accordingly, provisions under IFRS is lower by Rs. 6,839. | |
7) | The Company grants share options to its employees. These share options vest in a graded manner over the vesting period. Under IFRS, each tranche of vesting is treated as a separate award and the stock compensation expense relating to that tranche is amortized over the vesting period of the underlying tranche. This results in accelerated amortization of stock compensation expense in the initial years following the grant of share options. | |
Previous GAAP permits an entity to recognize the stock compensation expense, relating to share options which vest in a graded manner, on a straight-line basis over the requisite vesting period for the entire award. However, the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. | ||
Accordingly, the stock compensation expense recognized under IFRS is higher by Rs. 1,332 as at April 1, 2008 in respect of the unvested awards. | ||
8) | Under IFRS, contingent consideration relating to acquisitions is recognized if it is probable that such consideration would be paid and can be measured reliably. Under Previous GAAP, contingent consideration is recognized only after the contingency is resolved and additional consideration becomes payable. As a result, under IFRS, the Company has recognized Rs 426 of contingent consideration as additional goodwill and liability. | |
9) | Under IFRS, loans and receivables are recognized at amortized cost. As a result, the carrying value of such loans and receivables under IFRS is lower by Rs. 154. | |
10) | Indian tax laws, levies Fringe benefit Tax (FBT) on all stock options exercised on or after April 1, 2007. The Company has modified share options plan to recover FBT from the employees. Under IFRS 2, Share based payment, the FBT paid to the tax authorities is recorded as a liability over the period that the employee renders services. Recovery of the FBT from the employee is accounted as a reimbursement right under IAS 37, Provisions, contingent liabilities and contingent assets, as it is virtually certain that the Company will recover the FBT from the employee. Accordingly, under IFRS, the Company has recognized the reimbursement right as a separate asset, not to exceed the FBT liability recognized at each reporting period. |
22
Under Previous GAAP, FBT liability and the related FBT recovery from the employee is recorded at the time of exercise of stock option by the employee. Accordingly, under IFRS the Company has recognized Rs. 766 as provision and reimbursement right in respect of outstanding stock options. This adjustment has no impact on equity. | ||
11) | Under IFRS, minority interest is reported as a separate item within equity whereas Previous GAAP requires minority interest to be presented separately from equity. This presentation difference between IFRS and Previous GAAP has resulted in an increase in equity under IFRS by Rs.116 as at April 1, 2008. | |
12) | Under IFRS, share application money pending allotment is reported under other liabilities whereas Previous GAAP requires share application money pending allotment to be presented as a separate item within equity. This presentation difference between IFRS and Previous GAAP has resulted in a decrease in equity under IFRS by Rs. 40 as at April 1, 2008. | |
13) | Difference in accounting for certain forward contract has resulted in a increase in other assets by Rs. 64 under IFRS as of April 1, 2008. |
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Amount as per | Effect of | |||||||||||||||
Previous | Transition to | Amount as per | Relevant Notes | |||||||||||||
Particulars | GAAP | IFRS | IFRS | for adjustments | ||||||||||||
Goodwill |
Rs. | 48,977 | Rs. | 296 | Rs. | 49,273 | 1,9 | |||||||||
Property, plant and equipment and intangible assets |
48,585 | (513 | ) | 48,072 | 1,2,3 | |||||||||||
Available for sale investments |
39,930 | 401 | 40,331 | 4 | ||||||||||||
Investment in equity accounted investees |
1,521 | | 1,521 | |||||||||||||
Inventories |
8,669 | | 8,669 | |||||||||||||
Trade receivables |
50,343 | (228 | ) | 50,115 | 5 | |||||||||||
Unbilled revenues |
12,803 | | 12,803 | |||||||||||||
Cash and cash equivalents |
20,157 | | 20,157 | |||||||||||||
Net tax assets (including deferred taxes) |
1,284 | 2,565 | 3,849 | 6 | ||||||||||||
Other assets |
19,916 | 1,768 | 21,684 | 3(a),5, 8,12 | ||||||||||||
TOTAL ASSETS |
Rs. | 252,185 | Rs. | 4,289 | Rs. | 256,474 | ||||||||||
Share capital and share premium (net of shares
issued to controlled trust) |
Rs. | 29,062 | Rs. | | Rs. | 29,062 | ||||||||||
Share application money pending allotment |
21 | (21 | ) | | 11 | |||||||||||
Retained earnings |
106,674 | (136 | ) | 106,538 | ||||||||||||
Cash flow hedging reserve |
(13,823 | ) | 1,520 | (12,303 | ) | 6 | ||||||||||
Other reserves |
4,349 | 2,165 | 6,514 | 4,6,7,10 | ||||||||||||
Total equity (A) |
126,283 | 3,528 | 129,811 | |||||||||||||
Minority interest |
169 | (169 | ) | | 10 | |||||||||||
Loans and borrowings |
53,777 | | 53,777 | |||||||||||||
Trade payables, accrued expenses and liabilities |
39,926 | | 39,926 | |||||||||||||
Unearned revenues |
5,846 | | 5,846 | |||||||||||||
Employee benefit obligations |
2,848 | | 2,848 | |||||||||||||
Other liabilities and provision |
23,336 | 930 | 24,266 | 8,9,11,12 | ||||||||||||
Total liabilities (B) |
125,902 | 761 | 126,663 | |||||||||||||
TOTAL LIABILITIES AND EQUITY (A)+(B) |
Rs. | 252,185 | Rs. | 4,289 | Rs. | 256,474 | ||||||||||
Notes: | ||
1) | Under IFRS, all the assets and liabilities arising from a business combination are identified and recorded at fair value. Accordingly, a portion of purchase price was allocated towards customer related intangible in respect of business combination consummated subsequent to the Transition date. Under Previous GAAP, assets and liabilities arising from a business combination are recognized at carrying value in the books of the acquired entity. Internally generated intangible assets would not have been recognized by the acquired entity and therefore customer related intangible arising from the business combination is not recognized under Previous GAAP. Accordingly, goodwill under IFRS is lower by Rs. 130 (net of deferred taxes) and intangible assets are higher by Rs 205 (net of amortization of Rs 11). | |
2) | Under IFRS, the amortization charge in respect of finite life intangible assets is recorded in the proportion of economic benefits consumed during the period to the expected total economic benefits from the intangible asset. Under Previous GAAP, finite life intangible assets are amortized usually on a straight line basis over their useful life. As a result the accumulated amortization under IFRS is lower by Rs. 124 as at September 30, 2008. | |
3) | Listed below are the key differences in property, plant and equipment between IFRS and Previous GAAP: |
24
a) | Under IFRS, leases of land are classified as operating leases unless the title to the leasehold land is expected to be transferred to the Company at the end of the lease term. Lease rentals paid in advance and lease deposits are recognized as other assets. Under Previous GAAP, the lease rentals paid in advance and lease deposits are recognized in property, plant and equipment. Under IFRS, Rs. 1,187 of such payments towards lease of land has been reclassified from property, plant and equipment to other assets. This adjustment has no impact on equity. | ||
b) | Difference in the basis of interest capitalization between Previous GAAP and IFRS resulted in higher interest capitalization by Rs. 344 under IFRS. |
4) | Under IFRS, available for sale investments are measured at fair value at each reporting date. The changes in fair value of such investments net of taxes, are recognized directly in equity. Under Previous GAAP, short-term investments are measured at lower of cost or fair value. Consequently, available for sale investments under IFRS is higher by Rs. 401 (tax effect Rs. 116). | |
5) | Under IFRS, an entity is required to allocate revenue to separately identifiable components of a multiple deliverable customer arrangement. The revenue relating to these components are recognized when the appropriate revenue recognition criteria is met. Under IFRS, the Company has deferred revenues primarily relating to installation services. Under Previous GAAP, installation services are considered to be incidental / perfunctory to product delivery. Entire revenue is recognized, when the products are delivered in accordance with the contractual terms, and expected cost of installation services is also recognized. | |
Consequently, under IFRS the Company has deferred revenue of Rs. 228 and reversed Rs. 186 of cost accrued for installation services. The deferred revenues are recognized when the related installation services is performed. | ||
6) | Under IFRS, tax benefits from carry forward tax losses is recognized if it is probable that sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax asset in respect of carry forward tax losses is recognized if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | |
Further, Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while IFRS mandates balance sheet approach in recognizing deferred taxes. | ||
As a result, net deferred tax assets under IFRS are higher by Rs. 2,565, including impact of foreign currency translation adjustment where necessary. | ||
7) | The Company grants share options to its employees. These share options vest in a graded manner over the vesting period. Under IFRS, each tranche of vesting is treated as a separate award and the stock compensation expense relating to that tranche is amortized over the vesting period of the underlying tranche. This results in accelerated amortization of stock compensation expense in the initial years following grant of share options. | |
Previous GAAP permits an entity to recognize the stock compensation expense, relating to share options which vest in a graded manner, on a straight-line basis over the requisite vesting period for the entire award. However, the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. | ||
Accordingly, the stock compensation expense recognized under IFRS is higher by Rs. 1,485 as at September 30, 2008, in respect of unvested awards. | ||
8) | Indian tax laws levy Fringe Benefit Tax (FBT) on all stock options exercised on or after April 1, 2007. The Company has modified share options plan to recover FBT from the employees. Under IFRS 2, Share based payment, the FBT paid to the tax authorities is recorded as a liability over the period that the employee renders services. Recovery of the FBT from the employee is accounted as a reimbursement right under IAS 37, Provisions, contingent liabilities and contingent assets, as it virtually certain that the Company will recover the FBT from the employee. Accordingly, under IFRS, the Company has recognized the reimbursement right as a separate asset, not to exceed the FBT liability recognized at each reporting period. | |
Under Previous GAAP, FBT liability and the related FBT recovery from the employee is recorded at the time of exercise of stock option by the employee. Accordingly, under IFRS, the Company has recognized Rs. 851 as provision and reimbursement right in respect of outstanding stock options. This adjustment has no impact on equity. |
25
9) | Under IFRS, contingent consideration relating to acquisitions is recognized if it is probable that such consideration will be paid and can be measured reliably. Under Previous GAAP, contingent consideration is recognized only after the contingency is resolved and additional consideration becomes payable. As a result, under IFRS, the Company has recognized Rs. 426 of contingent consideration as additional goodwill and liability. | |
10) | Under IFRS, minority interest is reported as a separate item within equity, whereas Previous GAAP requires minority interest to be presented separately from equity. This presentation difference between IFRS and Previous GAAP has resulted in an increase in equity under IFRS by Rs. 169 as at September 30, 2008. | |
11) | Under IFRS, share application money pending allotment is reported under other liabilities whereas Previous GAAP requires share application money pending allotment to be presented as a separate item within equity. This presentation difference between IFRS and Previous GAAP has resulted in a decrease in equity under IFRS by Rs. 21 as at September 30, 2008. | |
12) | Difference in accounting for certain forward contract has resulted in a decrease in other assets by Rs. 456 and other liabilities by Rs. 368 under IFRS as of September 30, 2008. |
26
Amount as | Effect of | Relevant | ||||||||||||||
per Previous | Transition | Amount as | Notes for | |||||||||||||
Particulars | GAAP | to IFRS | per IFRS | adjustments | ||||||||||||
Goodwill |
Rs. | 56,521 | Rs. | (378 | ) | Rs. | 56,143 | 1,10 | ||||||||
Property, plant and equipment and intangible assets |
52,563 | 724 | 53,287 | 1,2,3 | ||||||||||||
Available for sale investments |
16,426 | 117 | 16,543 | 4 | ||||||||||||
Investment in equity accounted investees |
1,670 | | 1,670 | |||||||||||||
Inventories |
7,586 | | 7,586 | |||||||||||||
Trade receivables |
48,859 | (247 | ) | 48,612 | 5 | |||||||||||
Unbilled revenues |
14,108 | | 14,108 | |||||||||||||
Cash and cash equivalents |
49,117 | | 49,117 | |||||||||||||
Net tax assets (including deferred taxes) |
4,143 | 3,085 | 7,228 | 6 | ||||||||||||
Other assets |
20,995 | 1,969 | 22,964 | 3(a),5, 9,13 | ||||||||||||
TOTAL ASSETS |
Rs. | 271,988 | Rs. | 5,270 | Rs. | 277,258 | ||||||||||
Share capital and share premium (net of shares
issued to controlled trust) |
Rs. | 29,668 | Rs. | | Rs. | 29,668 | ||||||||||
Share application money pending allotment |
15 | (15 | ) | | 12 | |||||||||||
Retained earnings |
119,957 | 6,689 | 126,646 | |||||||||||||
Cash flow hedging reserve |
(16,150 | ) | 2,353 | (13,797 | ) | 6 | ||||||||||
Other reserves |
2,809 | 2,055 | 4,864 | 4,6,8,11 | ||||||||||||
Total equity (A) |
136,299 | 11,082 | 147,381 | |||||||||||||
Minority interest |
237 | (237 | ) | | 11 | |||||||||||
Loans and borrowings |
56,892 | | 56,892 | |||||||||||||
Trade payables, accrued expenses and liabilities |
42,051 | | 42,051 | |||||||||||||
Unearned revenues |
6,734 | | 6,734 | |||||||||||||
Employee benefit obligations |
3,111 | | 3,111 | |||||||||||||
Other liabilities and provisions |
26,664 | (5,575 | ) | 21,089 | 7,9,10,12,13 | |||||||||||
Total liabilities (B) |
135,689 | (5,812 | ) | 129,877 | ||||||||||||
TOTAL LIABILITIES AND EQUITY (A)+(B) |
Rs. | 271,988 | Rs. | 5,270 | Rs. | 277,258 | ||||||||||
1) | Under IFRS, all the assets and liabilities arising from a business combination are identified and recorded at fair value. Accordingly, a portion of purchase price was allocated towards customer related intangible in respect of business combination consummated subsequent to the Transition date. Under Previous GAAP, assets and liabilities arising from a business combination are recognized at carrying value in the books of the acquired entity. Internally generated intangible assets would not have been recognized by the acquired entity and therefore customer related intangible arising from the business combination is not recognized under Previous GAAP. Accordingly, goodwill under IFRS is lower by Rs. 1,139 (net of deferred taxes) and intangible assets are higher by Rs 1,535 (net of amortization of Rs 91). | |
2) | Under IFRS, the amortization charge in respect of finite life intangible assets is recorded in the proportion of economic benefits consumed during the period to the expected total economic benefits from the intangible |
27
asset. Under Previous GAAP, finite life intangible assets are amortized usually on a straight line basis over their useful life. As a result the accumulated amortization under IFRS is lower by Rs. 149 as at March 31, 2009. | ||
3) | Listed below are the key differences in property, plant and equipment between IFRS and Previous GAAP: |
c) | Under IFRS, leases of land are classified as operating leases unless the title to the leasehold land is expected to be transferred to the Company at the end of the lease term. Lease rentals paid in advance and lease deposits are recognized as other assets. Under Previous GAAP, the lease rentals paid in advance and lease deposits are recognized in property, plant and equipment. Under IFRS, Rs. 1,293 of such payments towards lease of land has been reclassified from property, plant and equipment to other assets. This adjustment has no impact on equity. | ||
d) | Difference in the basis of interest capitalization between Previous GAAP and IFRS resulted in higher interest capitalization by Rs. 331 under IFRS. |
4) | Under IFRS, available for sale investments are measured at fair value at each reporting date. The changes in fair value of such investments net of taxes, are recognized directly in equity. Under Previous GAAP, short-term investments are measured at lower of cost or fair value. Consequently, available for sale investments under IFRS is higher by Rs. 117 (tax effect Rs. 33). | |
5) | Under IFRS, an entity is required to allocate revenue to separately identifiable components of a multiple deliverable customer arrangement. The revenue relating to these components are recognized when the appropriate revenue recognition criteria is met. Under IFRS, the Company has deferred revenues primarily relating to installation services. Under Previous GAAP, installation services are considered to be incidental / perfunctory to product delivery. Entire revenue is recognized, when the products are delivered in accordance with the contractual terms, and expected cost of installation services is also recognized. | |
Consequently, under IFRS the Company has deferred revenue of Rs. 247 and reversed Rs. 195 of cost accrued for installation services. The deferred revenues are recognized when the related installation services is performed. | ||
6) | Under IFRS, tax benefits from carry forward tax losses is recognized if it is probable that sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax asset in respect of carry forward tax losses is recognized if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | |
Further, Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while IFRS mandates balance sheet approach in recognizing deferred taxes. | ||
As a result, net deferred tax assets under IFRS are higher by Rs. 3,085, including impact of foreign currency translation adjustment where necessary. | ||
7) | Under Previous GAAP, liability is recognized in respect of proposed dividends, even though the dividend is expected to be approved by the shareholders subsequent to the reporting date. Under IFRS, liability for dividends is recognized only when is the dividends are approved by shareholders. Accordingly, provisions under IFRS are lower by Rs. 6,856. | |
8) | The Company grants share options to its employees. These share options vest in a graded manner over the vesting period. Under IFRS, each tranche of vesting is treated as a separate award and the stock compensation expense relating to that tranche is amortized over the vesting period of the underlying tranche. This results in accelerated amortization of stock compensation expense in the initial years following grant of share options. | |
Previous GAAP permits an entity to recognize the stock compensation expense, relating to share options which vest in a graded manner, on a straight-line basis over the requisite vesting period for the entire award. However, the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. | ||
Accordingly, the stock compensation expense recognized under IFRS is higher by Rs. 1,432 as at March 31, 2009, in respect of unvested awards. | ||
9) | Indian tax laws levy Fringe Benefit Tax (FBT) on all stock options exercised on or after April 1, 2007. The Company has modified share options plan to recover FBT from the employees. Under IFRS 2, Share based payment, the FBT paid to the tax authorities is recorded as a liability over the period that the employee renders services. Recovery of the FBT from the employee is accounted as a reimbursement right under IAS 37, |
28
Provisions, contingent liabilities and contingent assets, as it virtually certain that the Company will recover the FBT from the employee. Accordingly, under IFRS, the Company has recognized the reimbursement right as a separate asset, not to exceed the FBT liability recognized at each reporting period. | ||
Under Previous GAAP, FBT liability and the related FBT recovery from the employee is recorded at the time of exercise of stock option by the employee. Accordingly, under IFRS, the Company has recognized Rs. 741 as provision and reimbursement right in respect of outstanding stock options. This adjustment has no impact on equity. | ||
10) | Under IFRS, contingent consideration relating to acquisitions is recognized if it is probable that such consideration will be paid and can be measured reliably. Under Previous GAAP, contingent consideration is recognized only after the contingency is resolved and additional consideration becomes payable. As a result, under IFRS, the Company has recognized Rs. 761 of contingent consideration as additional goodwill and liability. | |
11) | Under IFRS, minority interest is reported as a separate item within equity, whereas Previous GAAP requires minority interest to be presented separately from equity. This presentation difference between IFRS and Previous GAAP has resulted in an increase in equity under IFRS by Rs. 237 as at March 31, 2009. | |
12) | Under IFRS, share application money pending allotment is reported under other liabilities whereas Previous GAAP requires share application money pending allotment to be presented as a separate item within equity. This presentation difference between IFRS and Previous GAAP has resulted in a decrease in equity under IFRS by Rs. 15 as at March 31, 2009. | |
13) | Difference in accounting for certain forward contract has resulted in a decrease in other assets by Rs. 260 and other liabilities by Rs. 236 under IFRS as of March 31, 2009. |
29
Amount as per | Relevant | |||||||||||||||
Previous | Effect of Transition | Amount as per | Notes for | |||||||||||||
Particulars | GAAP | to IFRS | IFRS | adjustments | ||||||||||||
Revenues |
Rs. | 65,354 | Rs. | (51 | ) | Rs. | 65,303 | 1 | ||||||||
Cost of revenues |
(45,947 | ) | (193 | ) | (46,140 | ) | 1,2, 5 | |||||||||
Gross profit |
19,407 | (244 | ) | 19,163 | ||||||||||||
Selling and marketing expenses |
(4,582 | ) | 160 | (4,422 | ) | 1(c ),2,3,5 | ||||||||||
General and administrative expenses |
(3,490 | ) | (24 | ) | (3,514 | ) | 2,5 | |||||||||
Foreign exchange (gains)/losses, net |
(281 | ) | | (281 | ) | |||||||||||
Results from operating activities |
11,054 | (108 | ) | 10,946 | ||||||||||||
Finance and other income/(expenses), net |
301 | (68 | ) | 233 | 4 | |||||||||||
Share of profits of equity accounted investees |
106 | | 106 | |||||||||||||
Profit before tax |
11,461 | (176 | ) | 11,285 | ||||||||||||
Income tax expense |
(1,659 | ) | 100 | (1,559 | ) | 5 | ||||||||||
Profit for the period |
Rs. | 9,802 | Rs. | (76 | ) | Rs. | 9,726 | |||||||||
Attributable to: |
||||||||||||||||
Equity holders of the Company |
Rs. | 9,780 | Rs. | 9,704 | ||||||||||||
Minority Interest |
22 | 22 | ||||||||||||||
Notes: | ||
1) | The following are the primary differences in revenue between IFRS and Previous GAAP: |
a) | Under Previous GAAP, revenue is reported net of excise duty charged to customers. Under IFRS, revenue includes excise duty charged to customers. As a result, revenues and cost of revenues under IFRS is higher by Rs. 301. | ||
b) | Under IFRS, revenue relating to product installation services is recognized when the installation services are performed. Under Previous GAAP, the entire revenue relating to the supply and installation of products is recognized when products are delivered in accordance with the terms of contract. Installation services are considered to be incidental / perfunctory to product delivery and the cost of installation services is recognized upon delivery of the product. Accordingly, revenue and cost of revenue under IFRS is lower by Rs. 84 and Rs. 59, respectively. | ||
c) | Under IFRS, generally cash payments to customers pursuant to sales promotional activities are considered as sales discounts and reduced from revenue. Under Previous GAAP, they are considered as cost of revenue and selling and marketing expense. As a result, under IFRS, revenue is lower by Rs. 270 and cost of revenues and selling and marketing expenses are lower by Rs. 83 and Rs. 187, respectively. |
2) | Under IFRS, the Company amortizes stock compensation expense, relating to share options, which vest in a graded manner, on an accelerated basis. Under Previous GAAP, the stock compensation expense is recorded on a straight-line basis. As a result, under IFRS the Company has recognized lower stock compensation expense for the three months amounting to Rs. 1 in cost of revenue, Rs. 1 in selling and marketing expenses and Rs. 1 in general and administrative expenses. | |
3) | Under IFRS, the amortization charge in respect of finite life intangible assets is recorded in the proportion of economic benefits consumed during the period to the expected total economic benefits from the intangible asset. Under Previous GAAP, such finite life intangible assets are amortized on a straight-line basis over the life of the asset. |
30
Further, the Company recorded additional amortization in respect of customer related intangible arising out of business combination consummated subsequent to the Transition date. Accordingly, amortization under IFRS is higher by Rs. 2. | ||
4) | This includes difference in accounting for certain forward contracts and basis of interest capitalizing interest expense under IFRS and Previous GAAP. | |
5) | Under Indian tax laws, the Company is required to pay Fringe Benefit Tax (FBT) on certain expenses incurred by the Company. Under Previous GAAP, FBT is reported in the income statement as a separate component of income tax expense. Under IFRS, FBT does not meet the definition of income tax expense and is recognized in the related expense line items. Accordingly, the cost of revenue, selling and marketing expenses and general and administrative expenses under IFRS are higher by Rs. 33, Rs. 25 and Rs. 25, respectively. |
31
Amount as per | Relevant | |||||||||||||||
Previous | Effect of Transition | Amount as per | Notes for | |||||||||||||
Particulars | GAAP | to IFRS | IFRS | adjustments | ||||||||||||
Revenues |
Rs. | 125,718 | Rs. | | Rs. | 125,718 | 1 | |||||||||
Cost of revenues |
(87,924 | ) | (517 | ) | ( 88,441 | ) | 1,2, 5 | |||||||||
Gross profit |
37,794 | (517 | ) | 37,277 | ||||||||||||
Selling and marketing expenses |
(8,896 | ) | 264 | (8,632 | ) | 1(c),2,3,5 | ||||||||||
General and administrative expenses |
(6,641 | ) | (101 | ) | (6,742 | ) | 2,5 | |||||||||
Foreign exchange (gains)/losses, net |
(978 | ) | | (978 | ) | |||||||||||
Results from operating activities |
21,279 | (354 | ) | 20,925 | ||||||||||||
Finance and other income/(expenses), net |
586 | (37 | ) | 549 | 4 | |||||||||||
Share of profits of equity accounted investees |
213 | | 213 | |||||||||||||
Profit before tax |
22,078 | (391 | ) | 21,687 | ||||||||||||
Income tax expense |
(3,185 | ) | 183 | (3,002 | ) | 5 | ||||||||||
Profit for the period |
Rs. | 18,893 | Rs. | (208 | ) | Rs. | 18,685 | |||||||||
Attributable to: |
||||||||||||||||
Equity holders of the Company |
Rs. | 18,859 | Rs. | 18,651 | ||||||||||||
Minority Interest |
34 | 34 | ||||||||||||||
Notes: | ||
1) | The following are the primary differences in revenue between IFRS and Previous GAAP: |
a) | Under Previous GAAP, revenue is reported net of excise duty charged to customers. Under IFRS, revenue includes excise duty charged to customers. As a result, revenues and cost of revenues under IFRS is higher by Rs. 635. | ||
b) | Under IFRS, revenue relating to product installation services is recognized when the installation services are performed. Under Previous GAAP, the entire revenue relating to the supply and installation of products is recognized when products are delivered in accordance with the terms of contract. Installation services are considered to be incidental / perfunctory to product delivery and the cost of installation services is recognized upon delivery of the product. Accordingly, revenue and cost of revenue under IFRS is lower by Rs. 128 and Rs. 108, respectively. | ||
c) | Under IFRS, generally cash payments to customers pursuant to sales promotional activities are considered as sales discounts and reduced from revenue. Under Previous GAAP, they are considered as cost of revenue and selling and marketing expense. As a result, under IFRS, revenue is lower by Rs. 507 and cost of revenues and selling and marketing expenses are lower by Rs. 154 and Rs. 353, respectively. |
2) | Under IFRS, the Company amortizes stock compensation expense, relating to share options, which vest in a graded manner, on an accelerated basis. Under Previous GAAP, the stock compensation expense is recorded on a straight-line basis. As a result, under IFRS the Company has recognized additional stock compensation expense of Rs. 61 in cost of revenue, Rs. 46 in selling and marketing expenses and Rs. 46 in general and administrative expenses. | |
3) | Under IFRS, the amortization charge in respect of finite life intangible assets is recorded in the proportion of economic benefits consumed during the period to the expected total economic benefits from the intangible asset. Under Previous GAAP, such finite life intangible assets are amortized on a straight-line basis over the life of the asset. |
32
Further, the Company recorded additional amortization in respect of customer related intangible arising out of business combination consummated subsequent to the Transition date. Accordingly, amortization under IFRS is higher by Rs. 12. | ||
4) | This includes difference in accounting for certain forward contracts and basis of interest capitalizing interest expense under IFRS and Previous GAAP. | |
5) | Under Indian tax laws, the Company is required to pay Fringe Benefit Tax (FBT) on certain expenses incurred by the Company. Under Previous GAAP, FBT is reported in the income statement as a separate component of income tax expense. Under IFRS, FBT does not meet the definition of income tax expense and is recognized in the related expense line items. Accordingly, the cost of revenue, selling and marketing expenses and general and administrative expenses under IFRS are higher by Rs. 73, Rs. 55 and Rs. 55, respectively. |
33
Amount as per | Effect of Transition | Amount as per | Relevant Notes for | |||||||||||||
Particulars | Previous GAAP | to IFRS | IFRS | adjustments | ||||||||||||
Revenues |
Rs. | 256,995 | Rs. | (104 | ) | Rs. | 256,891 | 1 | ||||||||
Cost of revenues |
(179,195 | ) | (985 | ) | (180,180 | ) | 1,2,5 | |||||||||
Gross profit |
77,800 | (1,089 | ) | 76,711 | ||||||||||||
Selling and marketing expenses |
(17,853 | ) | 539 | (17,314 | ) | 1(c ),2,3,5 | ||||||||||
General and administrative expenses |
(14,390 | ) | (154 | ) | (14,544 | ) | 2,5 | |||||||||
Foreign exchange gains/(losses), net |
(1,553 | ) | | (1,553 | ) | |||||||||||
Results from operating activities |
44,004 | (704 | ) | 43,300 | ||||||||||||
Finance and other income/(expense), net |
1,192 | 41 | 1,233 | 4 | ||||||||||||
Share of profits of equity accounted investees |
362 | | 362 | |||||||||||||
Profit before tax |
45,558 | (663 | ) | 44,895 | ||||||||||||
Income tax expense |
(6,460 | ) | 425 | (6,035 | ) | 5 | ||||||||||
Profit for the period |
Rs. | 39,098 | Rs. | (238 | ) | Rs. | 38,860 | |||||||||
Attributable to: |
||||||||||||||||
Equity holders of the Company |
Rs. | 38,999 | Rs. | 38,761 | ||||||||||||
Minority Interest |
99 | 99 | ||||||||||||||
1) | The following are the primary differences in revenue between IFRS and Previous GAAP: |
a) | Under Previous GAAP, revenue is reported net of excise duty charged to customers. Under IFRS, revenue includes excise duty charged to customers. As a result, revenues and cost of revenues under IFRS is higher by Rs. 1,055. | ||
b) | Under IFRS, revenue relating to product installation services is recognized when the installation services are performed. Under Previous GAAP, the entire revenue relating to the supply and installation of products is recognized when products are delivered in accordance with the terms of contract. Installation services are considered to be incidental / perfunctory to product delivery and the cost of installation services is recognized upon delivery of the product. Accordingly, revenue and cost of revenue under IFRS is lower by Rs. 147 and Rs. 117, respectively. | ||
c) | Under IFRS, generally cash payments to customers pursuant to sales promotional activities are considered as sales discounts and reduced from revenue. Under Previous GAAP, they are considered as cost of revenue and selling and marketing expense. As a result, under IFRS, revenue is lower by Rs. 1,011 and cost of revenues and selling and marketing expenses are lower by Rs. 275 and Rs. 736, respectively. |
2) | Under IFRS, the Company amortizes stock compensation expense, relating to share options, which vest in a graded manner, on an accelerated basis. Under Previous GAAP, the stock compensation expense is recorded on a straight-line basis. As a result, under IFRS the Company has recognized additional stock compensation expense of Rs. 40 in cost of revenue, Rs. 30 in selling and marketing expenses and Rs. 30 in general and administrative expenses. |
3) | Under IFRS, the amortization charge in respect of finite life intangible assets is recorded in the proportion of economic benefits consumed during the period to the expected total economic benefits from the intangible |
34
asset. Under Previous GAAP, such finite life intangible assets are amortized on a straight-line basis over the life of the asset. |
Further, the Company recorded additional amortization in respect of customer related intangible arising out of business combination consummated subsequent to the Transition date. Accordingly, amortization under IFRS is higher by Rs. 43. | ||
4) | This includes difference in accounting for certain forward contracts and basis of interest capitalizing interest expense under IFRS and Previous GAAP. | |
5) | Under Indian tax laws, the Company is required to pay Fringe Benefit Tax (FBT) on certain expenses incurred by the Company. Under Previous GAAP, FBT is reported in the income statement as a separate component of income tax expense. Under IFRS, FBT does not meet the definition of income tax expense and is recognized in the related expense line items. Accordingly, the cost of revenue, selling and marketing expenses and general and administrative expenses under IFRS are higher by Rs. 165, Rs. 124 and Rs. 124, respectively. |
35
36
Furniture | ||||||||||||||||||||||||
Plant and | fixtures and | |||||||||||||||||||||||
Land | Buildings | machinery* | equipment | Vehicles | Total | |||||||||||||||||||
Gross carrying value: |
||||||||||||||||||||||||
As at April 1, 2008 |
Rs. | 2,091 | Rs.10,067 | Rs. | 31,065 | Rs. | 7,329 | Rs. | 2,566 | Rs. | 53,118 | |||||||||||||
Translation adjustment |
18 | 250 | 1,347 | 271 | 10 | 1,896 | ||||||||||||||||||
Additions |
| 1,724 | 3,854 | 885 | 349 | 6,812 | ||||||||||||||||||
Disposal / adjustments |
(11 | ) | (18 | ) | (169 | ) | (30 | ) | (129 | ) | (357 | ) | ||||||||||||
Acquisition through business
combination |
| | 3 | | | 3 | ||||||||||||||||||
As at September 30, 2008 |
Rs. | 2,098 | Rs.12,023 | Rs. | 36,100 | Rs. | 8,455 | Rs. | 2,796 | Rs. | 61,472 | |||||||||||||
Accumulated depreciation/impairment: |
||||||||||||||||||||||||
As at April 1, 2008 |
Rs. | | Rs. | 1,238 | Rs. | 20,930 | Rs. | 3,600 | Rs. | 1,416 | Rs. | 27,184 | ||||||||||||
Translation adjustment |
| 101 | 942 | 232 | 13 | 1,288 | ||||||||||||||||||
Depreciation |
| 146 | 2,406 | 372 | 258 | 3,182 | ||||||||||||||||||
Disposal / adjustments |
| (16 | ) | (153 | ) | (30 | ) | (77 | ) | (276 | ) | |||||||||||||
As at September 30, 2008 |
Rs. | | Rs. | 1,469 | Rs. | 24,125 | Rs. | 4,174 | Rs. | 1,610 | Rs. | 31,378 | ||||||||||||
Capital work-in-progress |
15,866 | |||||||||||||||||||||||
Net carrying value as at
September 30, 2008 |
Rs. | 45,960 | ||||||||||||||||||||||
Gross carrying value: |
||||||||||||||||||||||||
As at April 1, 2008 |
Rs. | 2,091 | Rs.10,067 | Rs. | 31,065 | Rs. | 7,329 | Rs. | 2,566 | Rs. | 53,118 | |||||||||||||
Translation adjustment |
21 | 293 | 1,459 | 309 | 32 | 2,114 | ||||||||||||||||||
Additions |
636 | 5,019 | 9,138 | 514 | 567 | 15,874 | ||||||||||||||||||
Disposal / adjustments |
(8 | ) | (82 | ) | (213 | ) | (163 | ) | (333 | ) | (799 | ) | ||||||||||||
Acquisition through business
combination |
| 87 | 174 | 124 | 21 | 406 | ||||||||||||||||||
As at March 31, 2009 |
Rs. | 2,740 | Rs.15,384 | Rs. | 41,623 | Rs. | 8,113 | Rs. | 2,853 | Rs. | 70,713 | |||||||||||||
Accumulated depreciation/impairment: |
||||||||||||||||||||||||
As at April 1, 2008 |
Rs. | | Rs. | 1,238 | Rs. | 20,930 | Rs. | 3,600 | Rs. | 1,416 | Rs. | 27,184 | ||||||||||||
Translation adjustment |
| 97 | 850 | 168 | 11 | 1,126 | ||||||||||||||||||
Depreciation |
| 330 | 5,078 | 824 | 531 | 6,763 | ||||||||||||||||||
Disposal / adjustments |
| (34 | ) | (130 | ) | (53 | ) | (210 | ) | (427 | ) | |||||||||||||
As at March 31, 2009 |
Rs. | | Rs. | 1,631 | Rs. | 26,728 | Rs. | 4,539 | Rs. | 1,748 | Rs. | 34,646 | ||||||||||||
Capital work-in-progress |
13,727 | |||||||||||||||||||||||
Net carrying value as at March
31, 2009 |
Rs. | 49,794 | ||||||||||||||||||||||
Gross carrying value: |
||||||||||||||||||||||||
As at April 1, 2009 |
Rs. | 2,740 | Rs.15,384 | Rs. | 41,623 | Rs. | 8,113 | Rs. | 2,853 | Rs. | 70,713 | |||||||||||||
Translation adjustment |
1 | 9 | (130 | ) | 27 | 4 | (89 | ) | ||||||||||||||||
Additions |
66 | 2,780 | 3,295 | 1,194 | 241 | 7,576 | ||||||||||||||||||
Disposal / adjustments |
| (1 | ) | (304 | ) | (108 | ) | (179 | ) | (592 | ) | |||||||||||||
As at September 30, 2009 |
Rs. | 2,807 | Rs.18,172 | Rs. | 44,484 | Rs. | 9,226 | Rs. | 2,919 | Rs. | 77,608 | |||||||||||||
Accumulated depreciation/impairment: |
||||||||||||||||||||||||
As at April 1, 2009 |
Rs. | | Rs. | 1,631 | Rs. | 26,728 | Rs. | 4,539 | Rs. | 1,748 | Rs. | 34,646 | ||||||||||||
Translation adjustment |
| 9 | (32 | ) | 17 | 4 | (2 | ) | ||||||||||||||||
Depreciation |
| 199 | 2,710 | 529 | 262 | 3,700 | ||||||||||||||||||
Disposal / adjustments |
| | (193 | ) | (91 | ) | (113 | ) | (397 | ) | ||||||||||||||
As at September 30, 2009 |
Rs. | | Rs. | 1,839 | Rs. | 29,213 | Rs. | 4,994 | Rs. | 1,901 | Rs. | 37,947 | ||||||||||||
Capital work-in-progress |
10,632 | |||||||||||||||||||||||
Net carrying value as at
September 30, 2009 |
Rs. | 50,293 | ||||||||||||||||||||||
* | Including computer equipment and software. |
37
Six months | ||||||||
Year ended | ended | |||||||
March 31, | September 30, | |||||||
2009 | 2009 | |||||||
Balance at the beginning of the period |
Rs. | 42,635 | Rs. | 56,143 | ||||
Translation adjustment |
8,071 | (1,864 | ) | |||||
Acquisition through business combination, |
5,437 | 269 | ||||||
Balance at the end of the period |
Rs. | 56,143 | Rs. | 54,548 | ||||
As at | ||||||||
March 31, | September 30, | |||||||
Segment | 2009 | 2009 | ||||||
IT Services |
Rs. | 41,769 | Rs. | 40,620 | ||||
IT Products |
544 | 513 | ||||||
Consumer Care and Lighting |
12,242 | 11,693 | ||||||
Others |
1,588 | 1,722 | ||||||
Total |
Rs. | 56,143 | Rs. | 54,548 | ||||
Intangible assets | ||||||||||||
Customer | Marketing | |||||||||||
related | related | Total | ||||||||||
Gross carrying value: |
||||||||||||
As at April 1, 2008 |
Rs. | | Rs. | 2,639 | Rs. | 2,639 | ||||||
Translation adjustment |
| 129 | 129 | |||||||||
Acquisition through business combination |
216 | | 216 | |||||||||
Additions |
| | | |||||||||
As at September 30, 2008 |
Rs. | 216 | Rs. | 2,768 | Rs. | 2,984 | ||||||
Accumulated amortization and impairment: |
||||||||||||
As at April 1, 2008 |
Rs. | | Rs. | 773 | Rs. | 773 | ||||||
Translation adjustment |
| 45 | 45 | |||||||||
Amortization |
11 | 44 | 55 | |||||||||
As at September 30, 2008 |
Rs. | 11 | Rs. | 862 | Rs. | 873 | ||||||
Net carrying value as at September 30, 2008 |
Rs. | 205 | Rs. | 1,906 | Rs. | 2,111 | ||||||
Gross carrying value: |
||||||||||||
As at April 1, 2008 |
Rs. | | Rs. | 2,639 | Rs. | 2,639 | ||||||
Translation adjustment |
| 148 | 148 | |||||||||
Acquisition through business combination |
1,629 | | 1,629 | |||||||||
Additions |
| 124 | 124 | |||||||||
As at March 31, 2009 |
Rs. | 1,629 | Rs. | 2,911 | Rs. | 4,540 | ||||||
Accumulated amortization and impairment: |
||||||||||||
As at April 1, 2008 |
Rs. | | Rs. | 773 | Rs. | 773 | ||||||
Translation adjustment |
| 101 | 101 | |||||||||
Amortization |
91 | 82 | 173 | |||||||||
As at March 31, 2009 |
Rs. | 91 | Rs. | 956 | Rs. | 1,047 | ||||||
Net carrying value as at March 31, 2009 |
Rs. | 1,538 | Rs. | 1,955 | Rs. | 3,493 | ||||||
Gross carrying value: |
||||||||||||
As at April 1, 2009 |
Rs. | 1,629 | Rs. | 2,911 | Rs. | 4,540 | ||||||
Translation adjustment |
18 | (135 | ) | (117 | ) | |||||||
Acquisition through business combination |
| | | |||||||||
Additions |
| 28 | 28 | |||||||||
As at September 30, 2009 |
Rs. | 1,647 | Rs. | 2,804 | Rs. | 4,451 | ||||||
Accumulated amortization and impairment: |
||||||||||||
As at April 1, 2009 |
Rs. | 91 | Rs. | 956 | Rs. | 1,047 | ||||||
Translation adjustment |
| (56 | ) | (56 | ) | |||||||
Amortization |
139 | 68 | 207 | |||||||||
As at September 30, 2009 |
Rs. | 230 | Rs. | 968 | Rs. | 1,198 | ||||||
Net carrying value as at September 30, 2009 |
Rs. | 1,417 | Rs. | 1,836 | Rs. | 3,253 |
38
Purchase price | ||||
Descriptions | allocated | |||
Cash and cash equivalents |
Rs. | 1,342 | ||
Property, plant and equipment |
403 | |||
Customer related intangibles |
1,413 | |||
Other assets |
1,150 | |||
Loan and borrowings |
(23 | ) | ||
Deferred income taxes, net |
(461 | ) | ||
Other liabilities |
(1,200 | ) | ||
Total |
Rs. | 2,624 | ||
Goodwill |
3,581 | |||
Total purchase price |
Rs. | 6,205 | ||
March 31, 2009 | September 30, 2009 | |||||||||||||||||||||||
Gain / (loss) | Gain / (loss) | |||||||||||||||||||||||
recognized | recognized | |||||||||||||||||||||||
directly in | directly in | |||||||||||||||||||||||
Cost | equity | Fair value | Cost | equity | Fair value | |||||||||||||||||||
Investment in liquid and
short-term mutual funds |
Rs. | 15,132 | Rs. | 80 | Rs. | 15,212 | Rs. | 41,386 | Rs. | (3 | ) | Rs. | 41,383 | |||||||||||
Certificate of deposits |
947 | 21 | 968 | 780 | 4 | 784 | ||||||||||||||||||
Others |
343 | 20 | 363 | 592 | 20 | 612 | ||||||||||||||||||
Total |
Rs. | 16,422 | Rs. | 121 | Rs. | 16,543 | Rs. | 42,758 | Rs. | 21 | Rs. | 42,779 | ||||||||||||
As at | ||||||||
September 30, | ||||||||
March 31, 2009 | 2009 | |||||||
Trade receivables |
Rs. | 50,531 | Rs. | 47,932 | ||||
Allowance for doubtful accounts receivable |
(1,919 | ) | (2,300 | ) | ||||
Rs. | 48,612 | Rs. | 45,632 | |||||
Six months ended | ||||||||
Year ended | September 30, | |||||||
March 31, 2009 | 2009 | |||||||
Balance at the beginning of the period |
Rs. | 1,096 | Rs. | 1,919 | ||||
Additions during the period, net of collections |
939 | 482 | ||||||
Uncollectable receivables charged against allowance |
(116 | ) | (101 | ) | ||||
Balance at the end of the period |
Rs. | 1,919 | Rs. | 2,300 | ||||
39
As at | ||||||||
March 31, 2009 | September 30, 2009 | |||||||
Stores and spare parts |
Rs. | 774 | Rs. | 883 | ||||
Raw materials and components |
2,440 | 2,359 | ||||||
Work in progress |
694 | 674 | ||||||
Finished goods |
3,678 | 2,819 | ||||||
Rs. | 7.586 | Rs. | 6,735 | |||||
As at March 31, | As at September 30, | |||||||||||
2009 | 2008 | 2009 | ||||||||||
Cash and bank balances |
Rs. | 22,944 | Rs. | 8,474 | Rs. | 15,642 | ||||||
Short-term deposits with banks(1) |
26,173 | 11,683 | 15,517 | |||||||||
Rs. | 49,117 | Rs. | 20,157 | Rs. | 31,159 | |||||||
(1) | These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on the principal. |
As at September 30, | ||||||||
2008 | 2009 | |||||||
Cash and cash equivalents (as per above) |
Rs. | 20,157 | Rs. | 31,159 | ||||
Bank overdrafts |
(524 | ) | (216 | ) | ||||
Rs. | 19,633 | Rs. | 30,943 | |||||
40
As at | ||||||||
March 31, | September 30, | |||||||
2009 | 2009 | |||||||
Current |
||||||||
Interest bearing deposits with corporate(1) |
Rs. | 4,250 | Rs. | | ||||
Prepaid expenses including rentals for leasehold land |
4,068 | 3,995 | ||||||
Due from officers and employees |
1,359 | 1,159 | ||||||
Finance lease receivables |
967 | 752 | ||||||
Advance to suppliers |
736 | 543 | ||||||
Deferred contract costs |
1,094 | 1,132 | ||||||
Interest receivable |
540 | 202 | ||||||
Deposits |
82 | 177 | ||||||
Derivative assets |
619 | 840 | ||||||
Others |
2,458 | 1,998 | ||||||
Rs. | 16,173 | Rs. | 10,798 | |||||
Non current |
||||||||
Prepaid expenses including rentals for leasehold land |
Rs. | 1,284 | Rs. | 1,784 | ||||
Due from officers and employees |
741 | | ||||||
Finance lease receivables |
2,638 | 2,852 | ||||||
Deposits |
1,544 | 1,439 | ||||||
Derivative assets |
543 | 1,735 | ||||||
Others |
41 | 53 | ||||||
Rs. | 6,791 | Rs. | 7,863 | |||||
Total |
Rs. | 22,964 | Rs. | 18,661 | ||||
(1) | Such deposits earn a fixed rate of interest and will be liquidated within 12 months. |
Present value of | ||||||||||||||||
Minimum lease payment | minimum lease payment | |||||||||||||||
As at | ||||||||||||||||
September | September | |||||||||||||||
March 31, | 30, | March 31, | 30, | |||||||||||||
2009 | 2009 | 2009 | 2009 | |||||||||||||
Not later than one year |
Rs. | 1,024 | Rs. | 817 | Rs. | 960 | Rs. | 747 | ||||||||
Later than one year but not later than five years |
3,180 | 3,474 | 2,522 | 2,703 | ||||||||||||
Unguaranteed residual values |
172 | 180 | 123 | 154 | ||||||||||||
Gross investment in lease |
4,376 | 4,471 | | | ||||||||||||
Less: Unearned finance income |
(771 | ) | (867 | ) | | | ||||||||||
Present value of minimum lease payment
receivable |
3,605 | 3,604 | 3,605 | 3,604 | ||||||||||||
Included in the financial statements as follows: |
||||||||||||||||
Current finance lease receivables |
Rs. | 967 | Rs. | 752 | ||||||||||||
Non-current finance lease receivables |
2,638 | 2,852 | ||||||||||||||
12. | Loans and borrowings |
41
As at March 31, 2009 | As at September 30, 2009 | |||||||||||||||||||||||
Foreign | Foreign | |||||||||||||||||||||||
currency | currency | Indian | Interest | Final | ||||||||||||||||||||
Currency | in millions | Indian Rupee | in millions | Rupee | rate | maturity | ||||||||||||||||||
Unsecured external commercial
borrowing |
||||||||||||||||||||||||
Japanese Yen |
35,016 | Rs. | 18,052 | 35,016 | Rs. | 18,716 | 1.87 | % | 2013 | |||||||||||||||
Unsecured term loan |
||||||||||||||||||||||||
Indian Rupee |
NA | 631 | NA | 574 | 6.05 | % | 2014 | |||||||||||||||||
Others |
87 | 83 | 0-2 | % | 2010 2017 | |||||||||||||||||||
Other secured term loans |
232 | 611 | 1.55 - 5.1 | % | 2009 2016 | |||||||||||||||||||
Rs. | 19,002 | Rs. | 19,984 | |||||||||||||||||||||
Obligations under finance leases |
1,418 | 1,151 | ||||||||||||||||||||||
Rs. | 20,420 | Rs. | 21,135 | |||||||||||||||||||||
Current portion of long term loans
and borrowings |
Rs | 739 | Rs. | 731 | ||||||||||||||||||||
13. | Trade payables and accrued expenses |
As at | ||||||||
March 31, | September 30, | |||||||
2009 | 2009 | |||||||
Trade payables |
Rs. | 19,437 | Rs. | 20,955 | ||||
Accrued expenses |
22,614 | 22,555 | ||||||
Rs. | 42,051 | Rs. | 43,510 | |||||
42
14. | Other liabilities and provisions |
As at | ||||||||
March 31, | September 30, | |||||||
2009 | 2009 | |||||||
Current: |
||||||||
Statutory and other liabilities |
Rs. | 3,455 | Rs. | 3,708 | ||||
Advance from customers |
2,428 | 2,981 | ||||||
Unclaimed dividend |
17 | 18 | ||||||
Warranty and other provision |
541 | 1,554 | ||||||
Others |
265 | 876 | ||||||
Rs. | 6,706 | Rs. | 8,347 | |||||
Non-current: |
||||||||
Statutory liabilities |
Rs. | 741 | Rs. | | ||||
Warranty and other provision |
1,141 | 1,133 | ||||||
Sundry deposits |
68 | 68 | ||||||
Others |
411 | 226 | ||||||
Rs. | 2,361 | Rs. | 1,427 | |||||
Total |
Rs. | 9,067 | Rs. | 9,774 | ||||
15. | Financial instruments |
As at | ||||||||
March 31, | September 30, | |||||||
2009 | 2009 | |||||||
Assets: |
||||||||
Trade receivables |
Rs. | 48,612 | Rs. | 45,632 | ||||
Unbilled revenues |
14,108 | 16,723 | ||||||
Cash and cash equivalents |
49,117 | 31,159 | ||||||
Available for sale financial investments |
16,543 | 42,779 | ||||||
Derivative assets |
1,162 | 2,575 | ||||||
Other assets |
12,831 | 6,878 | ||||||
Total |
Rs. | 142,373 | Rs. | 145,746 | ||||
Liabilities: |
||||||||
Loans and borrowings |
Rs. | 56,892 | Rs. | 43,456 | ||||
Trade payables and accrued expenses |
42,779 | 45,759 | ||||||
Derivative liabilities |
12,022 | 6,889 | ||||||
Other liabilities |
876 | 110 | ||||||
Total |
Rs. | 112,569 | Rs. | 96,214 | ||||
As at | ||||||||
March 31, | September | |||||||
2009 | 30, 2009 | |||||||
Assets: |
||||||||
Loans and receivables |
Rs. | 124,668 | Rs. | 100,392 | ||||
Derivative assets |
1,162 | 2,575 | ||||||
Available for sale financial assets |
16,543 | 42,779 | ||||||
Total |
Rs. | 142,373 | Rs. | 145,746 | ||||
Liabilities: |
||||||||
Financial liabilities at amortized cost |
Rs. | 56,892 | Rs. | 43,456 | ||||
Trade and other payables |
43,655 | 45,869 | ||||||
Derivative liabilities |
12,022 | 6,889 | ||||||
Total |
Rs. | 112,569 | Rs. | 96,214 | ||||
43
As at | ||||||||
March 31, | September 30, | |||||||
2009 | 2009 | |||||||
Forward contracts |
||||||||
Sell |
$ | 1,374 | $ | 1,064 | ||||
| 79 | | 58 | |||||
£ | 53 | £ | 28 | |||||
AUD | | AUD | 23 | |||||
Buy |
$ | 438 | $ | 325 | ||||
¥ | 23,170 | ¥ | - | |||||
Net purchased options (to sell) |
$ | 562 | $ | 386 | ||||
£ | 54 | £ | 46 | |||||
¥ | 6,130 | ¥ | 5,354 | |||||
Cross currency swaps |
¥ | 35,016 | ¥ | 35,016 |
As at | ||||||||
March 31, | September | |||||||
2009 | 30, 2009 | |||||||
Balance as at the beginning of the period |
Rs. | (1,097) | Rs. | (16,150) | ||||
Net (gain)/loss reclassified into statement of income on occurrence of
hedged transactions |
1,019 | 2,768 | ||||||
Deferred cancellation gains/(losses) relating to roll over hedging |
(11,357 | ) | 444 | |||||
Changes in fair value of effective portion of outstanding derivatives |
(4,715 | ) | 2,289 | |||||
Unrealized gain/ (losses) on cash flow hedging derivatives, net |
Rs. | (15,053) | Rs. | 5,501 | ||||
Balance as at the end of the period |
Rs. | (16,150) | Rs. | (10,649) | ||||
44
45
16. | Investment in equity accounted investees |
As at | ||||||||
March 31, | September 30, | |||||||
2009 | 2009 | |||||||
Balance at the beginning of the period |
Rs. | (10) | Rs. | 797 | ||||
Translation difference related to foreign operations |
8,970 | (1,677 | ) | |||||
Movement in effective portion of hedges of net
investment in foreign operations |
(8,163 | ) | 2,079 | |||||
Movement during the period |
Rs. | 807 | Rs. | 402 | ||||
Balance at the end of the period |
Rs | 797 | Rs. | 1,199 | ||||
Movement during the period attributable to: |
||||||||
Equity holders of the Company |
Rs. | 785 | Rs. | 420 | ||||
Minority interest |
22 | (18 | ) |
46
18. | Income taxes |
Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Profit for the period |
Rs. | 1,559 | Rs. | 2,217 | Rs. | 3,002 | Rs. | 3,957 | ||||||||
Other comprehensive income
for unrealized gain / (loss)
on cash flow hedging
derivatives and investment
securities |
(556 | ) | 923 | (1,577 | ) | 1,791 | ||||||||||
Total income taxes |
Rs. | 1,003 | Rs. | 3,140 | Rs. | 1,425 | Rs. | 5,748 | ||||||||
Three months ended | Six months ended | |||||||||||||||
September, 30 | September, 30 | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Current taxes |
||||||||||||||||
Domestic |
Rs. | 925 | Rs. | 1,235 | Rs. | 1,744 | Rs. | 2,360 | ||||||||
Foreign |
731 | 776 | 1,368 | 1,479 | ||||||||||||
Rs. | 1,656 | Rs. | 2,011 | Rs. | 3,112 | Rs. | 3,839 | |||||||||
Deferred taxes |
||||||||||||||||
Domestic |
Rs. | (75) | Rs. | 10 | Rs. | (88) | Rs. | (47) | ||||||||
Foreign |
(22 | ) | 196 | (22 | ) | 165 | ||||||||||
Rs. | (97) | Rs. | 206 | Rs. | (110) | Rs. | 118 | |||||||||
Total income tax expense |
Rs. | 1,559 | Rs. | 2,217 | Rs. | 3,002 | Rs. | 3,957 | ||||||||
As at | ||||||||
March 31, 2009 | September 30, 2009 | |||||||
Carry-forward business losses |
Rs. | 2,185 | Rs. | 2,147 | ||||
Accrued expenses and liabilities |
715 | 695 | ||||||
Allowances for doubtful accounts receivable |
260 | 285 | ||||||
Cash flow hedges |
2,353 | 529 | ||||||
Minimum alternate tax |
126 | 156 | ||||||
Others |
11 | 59 | ||||||
5,650 | 3,871 | |||||||
Property, plant and equipment |
Rs. | (421) | Rs. | (440) | ||||
Amortizable goodwill |
(213 | ) | (280 | ) | ||||
Intangible assets |
(789 | ) | (758 | ) | ||||
Investment in equity accounted investee |
(332 | ) | (376 | ) | ||||
(1,755 | ) | (1,854 | ) | |||||
Net deferred tax assets |
Rs. | 3,895 | Rs. | 2,017 | ||||
Amounts presented in Statement of financial position: |
||||||||
Deferred tax assets |
Rs. | 4,355 | Rs. | 2,437 | ||||
Deferred tax liabilities |
Rs. | (460) | Rs. | (420) |
47
19. | Finance and other income/(expense), net |
Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Interest income |
Rs. | 403 | Rs. | 443 | Rs. | 747 | Rs. | 1,183 | ||||||||
Interest expense |
(679 | ) | (162 | ) | (1,284 | ) | (723 | ) | ||||||||
Exchange
fluctuations on foreign exchange borrowings,
net |
(539 | ) | (330 | ) | (678 | ) | (408 | ) | ||||||||
Dividend income |
620 | 410 | 1,194 | 670 | ||||||||||||
Gain on sale of investments |
428 | 320 | 570 | 314 | ||||||||||||
Total |
Rs. | 233 | Rs. | 681 | Rs. | 549 | Rs. | 1,036 | ||||||||
20. | Earnings per equity share |
Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Profit attributable to equity holders of the Company |
Rs. | 9,704 | Rs. | 11,707 | Rs. | 18,651 | Rs. | 21,810 | ||||||||
Weighted average number of equity shares
outstanding |
1,453,493,031 | 1,456,868,080 | 1,453,130,377 | 1,456,539,693 | ||||||||||||
Basic earnings per share |
Rs. | 6.68 | Rs. | 8.04 | Rs. | 12.84 | Rs. | 14.97 | ||||||||
48
Three months ended September 30, |
Six months ended September 30, |
|||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Profit attributable to equity holders of the Company |
Rs. | 9,704 | Rs. | 11,707 | Rs. | 18,651 | Rs. | 21,810 | ||||||||
Weighted average number of equity shares outstanding |
1,453,493,031 | 1,456,868,080 | 1,453,130,377 | 1,456,539,693 | ||||||||||||
Effect of dilutive equivalent share-stock option |
10,239,151 | 11,375,663 | 9,237,986 | 11,372,094 | ||||||||||||
Weighted average number of equity shares for diluted
earnings per share |
1,463,732,182 | 1,468,243,743 | 1,462,368,363 | 1,467,911,787 | ||||||||||||
Diluted earnings per share |
Rs. | 6.63 | Rs. | 7.97 | Rs. | 12.75 | Rs. | 14.86 | ||||||||
21. | Employee stock incentive plans |
Six months | ||||||||
ended | ||||||||
Year ended | September 30, | |||||||
March 31, 2009 | 2009 | |||||||
Shares held at the beginning of the period |
7,961,760 | 7,961,760 | ||||||
Shares granted to employees |
| | ||||||
Grants forfeited by employees |
| | ||||||
Shares held at the end of the period |
7,961,760 | 7,961,760 | ||||||
Authorized | Range of | |||||||
Name of Plan | Shares | Exercise Prices | ||||||
Wipro Employee Stock Option Plan 1999 (1999 Plan) |
30,000,000 | Rs. | 171 490 | |||||
Wipro Employee Stock Option Plan 2000 (2000 Plan) |
150,000,000 | Rs. | 171 490 | |||||
Stock Option Plan (2000 ADS Plan) |
9,000,000 | $ | 37 | |||||
Wipro
Restricted Stock Unit Plan (WRSUP 2004 plan) |
12,000,000 | Rs. | 2 | |||||
Wipro ADS
Restricted Stock Unit Plan (WARSUP 2004 plan) |
12,000,000 | $ | 0.04 | |||||
Wipro
Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan) |
12,000,000 | Rs. | 2 | |||||
Wipro
Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan) |
10,000,000 | Rs. | 2 |
49
For the year ended | For the six months ended | |||||||||||||||||||||||||||
March 31, 2009 | September 30, 2009 | |||||||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||
Range of | Exercise | Range of | Exercise | |||||||||||||||||||||||||
Exercise Prices | Number | Price | Exercise Prices | Number | Price | |||||||||||||||||||||||
Outstanding at the
beginning of the
period |
Rs. | 229 265 | 1,219,926 | Rs. | 264 | Rs. | 229 265 | 1,140 | Rs. | 254 | ||||||||||||||||||
Rs. | 489 | | Rs. | | Rs. | 489 | 120,000 | Rs. | 489 | |||||||||||||||||||
$ | 4 6 | 8,706 | $ | 5 | $ | 4 6 | 1,606 | $ | 4.7 | |||||||||||||||||||
Rs. | 2 | 9,700,163 | Rs. | 2 | Rs. | 2 | 13,799,549 | Rs. | 2 | |||||||||||||||||||
$ | 0.04 | 1,885,236 | $ | 0.04 | $ | 0.04 | 2,470,641 | $ | 0.04 | |||||||||||||||||||
Granted |
Rs. | 229 265 | | Rs. | | Rs. | 229 265 | | Rs. | | ||||||||||||||||||
Rs. | 489 | 120,000 | Rs. | 489 | Rs. | 489 | | Rs. | | |||||||||||||||||||
$ | 4 6 | | $ | | $ | 4 6 | | $ | | |||||||||||||||||||
Rs. | 2 | 6,882,415 | Rs. | 2 | Rs. | 2 | 5,000 | Rs. | 2 | |||||||||||||||||||
$ | 0.04 | 1,484,261 | $ | 0.04 | $ | 0.04 | | $ | | |||||||||||||||||||
Exercised |
Rs. | 229 265 | (345,099 | ) | Rs. | 263 | Rs. | 229 265 | | Rs. | | |||||||||||||||||
Rs. | 489 | | Rs. | | Rs. | 489 | | Rs. | | |||||||||||||||||||
$ | 4 6 | (4,400 | ) | $ | 4.7 | $ | 4 6 | | $ | | ||||||||||||||||||
Rs. | 2 | (1,762,283 | ) | Rs. | 2 | Rs. | 2 | (1,102,659 | ) | Rs. | 2 | |||||||||||||||||
$ | 0.04 | (446,841 | ) | $ | 0.04 | $ | 0.04 | (194,021 | ) | $ | 0.04 | |||||||||||||||||
Forfeited and lapsed |
Rs. | 229 265 | (873,687 | ) | Rs. | 264 | Rs. | 229 265 | (1,140 | ) | Rs. | 254 | ||||||||||||||||
Rs. | 489 | | Rs. | | Rs. | 489 | | Rs. | | |||||||||||||||||||
$ | 4 6 | (2,700 | ) | $ | 5.82 | $ | 4 6 | | $ | | ||||||||||||||||||
Rs. | 2 | (1,020,746 | ) | Rs. | 2 | Rs. | 2 | (478,413 | ) | Rs. | 2 | |||||||||||||||||
$ | 0.04 | (452,015 | ) | $ | 0.04 | $ | 0.04 | (195,302 | ) | $ | 0.04 | |||||||||||||||||
Outstanding at the
end of the period |
Rs. | 229 265 | 1,140 | Rs. | 254 | Rs. | 229 265 | | Rs. | | ||||||||||||||||||
Rs. | 489 | 120,000 | Rs. | 489 | Rs. | 489 | 120,000 | Rs. | 489 | |||||||||||||||||||
$ | 4 6 | 1,606 | $ | 4.7 | $ | 4 6 | 1,606 | $ | 4.7 | |||||||||||||||||||
Rs 2 | 13,799,549 | Rs. | 2 | Rs | 2 | 12,223,477 | Rs. | 2 | ||||||||||||||||||||
$ | 0.04 | 2,470,641 | $ | 0.04 | $ | 0.04 | 2,081,318 | $ | 0.04 | |||||||||||||||||||
Exercisable at the
end of the period |
Rs. | 229 265 | 1,140 | Rs. | 254 | Rs. | 229 265 | | Rs. | | ||||||||||||||||||
Rs. | 489 | | Rs. | | Rs. | 489 | | Rs. | | |||||||||||||||||||
$ | 4 6 | 1,606 | $ | 4.7 | $ | 4 6 | 1,606 | $ | 4.7 | |||||||||||||||||||
Rs. | 2 | 2,975,987 | Rs. | 2 | Rs | 2 | 2,832,691 | Rs. | 2 | |||||||||||||||||||
$ | 0.04 | 208,412 | $ | 0.04 | $ | 0.04 | 321,242 | $ | 0.04 |
Options outstanding | ||||||||||||
Weighted | ||||||||||||
average | Weighted | |||||||||||
remaining | Average | |||||||||||
Range of | life | Exercise | ||||||||||
Exercise price | Numbers | (Months) | Price | |||||||||
Rs. 489 |
120,000 | 55 | Rs. | 489 | ||||||||
$4 6 |
1,606 | 6 | $ | 4.70 | ||||||||
Rs. 2 |
12,223,477 | 39 | Rs. | 2 | ||||||||
$0.04 |
2,081,318 | 47 | $ | 0.04 | ||||||||
22. | Employee benefits |
Three months ended September 30, | Six months ended September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Salaries and bonus |
Rs. | 25,006 | Rs. | 25,650 | Rs. | 49,068 | Rs. | 51,467 | ||||||||
Employee benefit plans |
688 | 624 | 1,293 | 1,387 | ||||||||||||
Share based compensation |
452 | 277 | 1,040 | 636 | ||||||||||||
Rs. | 26,146 | Rs. | 26,551 | Rs. | 51,401 | Rs. | 53,490 | |||||||||
50
Three months ended September 30, | Six months ended September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Interest on obligation |
Rs. | 36 | Rs. | 33 | Rs. | 67 | Rs. | 66 | ||||||||
Expected return on plan assets |
(24 | ) | (30 | ) | (44 | ) | (60 | ) | ||||||||
Actuarial losses/(gains)
recognized during the period |
46 | (5 | ) | (59 | ) | 9 | ||||||||||
Current service cost |
91 | 96 | 184 | 191 | ||||||||||||
Net gratuity cost/(benefit) |
Rs. | 149 | Rs. | 94 | Rs. | 148 | Rs. | 206 | ||||||||
As at | ||||||||
March 31, 2009 | September 30, 2009 | |||||||
Discount rate |
6.75 | % | 6.90 | % | ||||
Expected return on plan assets |
8 | % | 8 | % | ||||
Expected rate of salary increase |
5 | % | 5 | % |
As at | ||||||||
September 30, | ||||||||
March 31, 2009 | 2009 | |||||||
Opening defined benefit obligation |
Rs. | 1,515 | Rs. | 1,824 | ||||
Current service cost |
369 | 191 | ||||||
Interest on obligation |
135 | 66 | ||||||
Benefits paid |
(117 | ) | (109 | ) | ||||
Actuarial losses/(gains) recognized during the period |
(78 | ) | (6 | ) | ||||
Closing defined benefit obligation |
Rs. | 1,824 | Rs. | 1,966 | ||||
As at | ||||||||
September 30, | ||||||||
March 31, 2009 | 2009 | |||||||
Fair value of plan assets at the beginning of the period |
Rs. | 1,244 | Rs. | 1,397 | ||||
Expected return on plan assets |
92 | 60 | ||||||
Employer contributions |
153 | 506 | ||||||
Benefits paid |
(117 | ) | (109 | ) | ||||
Actuarial gain/(losses) |
25 | (15 | ) | |||||
Fair value of plan assets at the end of the period |
1,397 | 1,839 | ||||||
Present value of unfunded obligation |
Rs. | (427) | Rs. | (127) | ||||
Recognized liability |
Rs. | (427) | Rs. | (127) | ||||
23. | Commitments and contingencies |
As at | ||||||||
March 31, | September 30, | |||||||
2009 | 2009 | |||||||
Not later than one year |
Rs. | 1,064 | Rs. | 1,138 | ||||
Later than one year but not later than five years |
3,670 | 3,963 | ||||||
Later than five years |
3,168 | 2,585 | ||||||
Rs. | 7,902 | Rs. | 7,686 | |||||
51
24. | Segment Information |
52
Three months ended September 30, 2008 | ||||||||||||||||||||||||||||
Consumer | ||||||||||||||||||||||||||||
IT Services and Products | Care and | Reconciling | ||||||||||||||||||||||||||
IT Services | IT Products | Total | Lighting | Others | Items | Entity Total | ||||||||||||||||||||||
Revenues |
47,491 | 9,925 | 57,416 | 4,833 | 2,472 | 301 | 65,022 | |||||||||||||||||||||
Cost of revenues |
(31,829 | ) | (8,931 | ) | (40,760 | ) | (2,753 | ) | (2,294 | ) | (333 | ) | (46,140 | ) | ||||||||||||||
Selling and marketing expenses |
(2,863 | ) | (329 | ) | (3,192 | ) | (1,120 | ) | (79 | ) | (31 | ) | (4,422 | ) | ||||||||||||||
General and administrative expenses |
(2,863 | ) | (252 | ) | (3,115 | ) | (308 | ) | (69 | ) | (22 | ) | (3,514 | ) | ||||||||||||||
Operating income of segment (1) |
9,936 | 413 | 10,349 | 652 | 30 | (85 | ) | 10,946 | ||||||||||||||||||||
Average capital employed |
92,475 | 18,423 | 6,114 | 64,219 | 181,231 | |||||||||||||||||||||||
Return on capital employed |
45 | % | 14 | % | 2 | % | 24%- |
Three months ended September 30, 2009 | ||||||||||||||||||||||||||||
Consumer | ||||||||||||||||||||||||||||
IT Services and Products | Care and | Reconciling | ||||||||||||||||||||||||||
IT Services | IT Products | Total | Lighting | Others | Items | Entity Total | ||||||||||||||||||||||
Revenues |
49,981 | 11,854 | 61,835 | 5,559 | 1,477 | 306 | 69,177 | |||||||||||||||||||||
Cost of revenues |
(32,349 | ) | (10,639 | ) | (42,988 | ) | (2,862 | ) | (1,558 | ) | (114 | ) | (47,522 | ) | ||||||||||||||
Selling and marketing expenses |
(2,450 | ) | (360 | ) | (2,810 | ) | (1,638 | ) | (69 | ) | 27 | (4,490 | ) | |||||||||||||||
General and administrative expenses |
(3,387 | ) | (243 | ) | (3,630 | ) | (327 | ) | (58 | ) | 39 | (3,976 | ) | |||||||||||||||
Operating income of segment (1) |
11,795 | 612 | 12,407 | 732 | (208 | ) | 258 | 13,189 | ||||||||||||||||||||
Average capital employed |
108,817 | 17,912 | 5,081 | 77,723 | 209,533 | |||||||||||||||||||||||
Return on capital employed |
46 | % | 16 | % | (16 | )% | 25%- |
Six months ended September 30, 2008 | ||||||||||||||||||||||||||||
Consumer | ||||||||||||||||||||||||||||
IT Services and Products | Care and | Reconciling | ||||||||||||||||||||||||||
IT Services | IT Products | Total | Lighting | Others | Items | Entity Total | ||||||||||||||||||||||
Revenues |
91,519 | 17,247 | 108,766 | 9,583 | 5,756 | 635 | 124,740 | |||||||||||||||||||||
Cost of revenues |
(61,357 | ) | (15,653 | ) | (77,010 | ) | (5,409 | ) | (5,212 | ) | (810 | ) | (88,441 | ) | ||||||||||||||
Selling and marketing expenses |
(5,451 | ) | (593 | ) | (6,044 | ) | (2,305 | ) | (171 | ) | (112 | ) | (8,632 | ) | ||||||||||||||
General and administrative expenses |
(5,607 | ) | (331 | ) | (5,938 | ) | (594 | ) | (105 | ) | (105 | ) | (6,742 | ) | ||||||||||||||
Operating income of segment (1) |
19,104 | 670 | 19,774 | 1,275 | 268 | (392 | ) | 20,925 | ||||||||||||||||||||
Average capital employed |
94,235 | 18,191 | 5,757 | 58,827 | 177,010 | |||||||||||||||||||||||
Return on capital employed |
42 | % | 14 | % | 9 | % | 24%- |
53
Six months ended September 30, 2009 | ||||||||||||||||||||||||||||
Consumer | ||||||||||||||||||||||||||||
IT Services and Products | Care and | Reconciling | ||||||||||||||||||||||||||
IT Services | IT Products | Total | Lighting | Others | Items | Entity Total | ||||||||||||||||||||||
Revenues |
98,246 | 19,191 | 117,437 | 10,757 | 2,962 | 483 | 131,639 | |||||||||||||||||||||
Cost of revenues |
(64,713 | ) | (17,078 | ) | (81,791 | ) | (5,460 | ) | (3,190 | ) | (328 | ) | (90,769 | ) | ||||||||||||||
Selling and marketing expenses |
(4,786 | ) | (692 | ) | (5,478 | ) | (3,111 | ) | (132 | ) | (9 | ) | (8,730 | ) | ||||||||||||||
General and administrative expenses |
(6,254 | ) | (517 | ) | (6,771 | ) | (662 | ) | (110 | ) | 15 | (7,528 | ) | |||||||||||||||
Operating income of segment (1) |
22,493 | 904 | 23,397 | 1,524 | (470 | ) | 161 | 24,612 | ||||||||||||||||||||
Average capital employed |
113,578 | 18,305 | 5,241 | 70,319 | 207,443 | |||||||||||||||||||||||
Return on capital employed |
41 | % | 17 | % | (18 | )% | 24%- |
(1) | Operating income of segments is after recognition of stock compensation expense arising from the grant of options: |
Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Segments | 2008 | 2009 | 2008 | 2009 | ||||||||||||
IT Services |
Rs. | 391 | Rs. | 338 | Rs. | 764 | Rs. | 669 | ||||||||
IT Products |
29 | 25 | 57 | 50 | ||||||||||||
Consumer Care and Lighting |
20 | 16 | 39 | 32 | ||||||||||||
Others |
6 | 5 | 11 | 9 | ||||||||||||
Reconciling items |
6 | (107 | ) | 169 | (124 | ) | ||||||||||
Total |
Rs. | 452 | Rs. | 277 | Rs. | 1,040 | Rs. | 636 | ||||||||
Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
India |
Rs. | 15,230 | Rs. | 17,133 | Rs. | 28,082 | Rs. | 29,867 | ||||||||
United States |
28,133 | 30,175 | 54,300 | 59,311 | ||||||||||||
Europe |
14,638 | 13,765 | 29,111 | 27,035 | ||||||||||||
Rest of the world |
7,021 | 8,104 | 13,247 | 15,426 | ||||||||||||
Rs. | 65,022 | Rs. | 69,177 | Rs. | 124,740 | Rs. | 131,639 | |||||||||
54
25. | Reconciliation between Previous GAAP and US GAAP |
| equity as at April 1, 2008; | ||
| equity as at September 30, 2008; | ||
| equity as at March 31, 2009; | ||
| profit for the three months ended September 30, 2008; | ||
| profit for the six months ended September 30, 2008; and | ||
| profit for the year ended March 31, 2009. |
Amount as | Amount | Relevant | ||||||||||||||
per Previous | Reconciliation | as per US | Notes for | |||||||||||||
Particulars | GAAP | adjustment | GAAP | adjustments | ||||||||||||
Goodwill |
Rs. | 42,209 | $ | (3,266 | ) | Rs. | 38,943 | 1 | ||||||||
Property, plant and equipment and intangible assets |
41,583 | 10,719 | 52,302 | 1(b),2 | ||||||||||||
Available for sale investments |
14,679 | 484 | 15,163 | 3 | ||||||||||||
Investment in equity accounted investees |
1,343 | | 1,343 | |||||||||||||
Inventories |
6,664 | 508 | 7,172 | 4 | ||||||||||||
Trade receivables |
40,453 | (1,545 | ) | 38,908 | 4 | |||||||||||
Unbilled revenues |
8,514 | (209 | ) | 8,305 | 4 | |||||||||||
Cash and cash equivalents |
39,270 | | 39,270 | |||||||||||||
Net tax assets (including deferred taxes) |
3,632 | (1,963 | ) | 1,669 | 5 | |||||||||||
Other assets |
13,980 | 1,336 | 15,316 | 2(a),4 | ||||||||||||
TOTAL ASSETS |
Rs. | 212,327 | Rs. | 6,064 | Rs. | 218,391 | ||||||||||
Share capital |
Rs. | 2,923 | | Rs. | 2,923 | |||||||||||
Retained earnings |
87,908 | 13,158 | 101,066 | |||||||||||||
Other components of equity |
26,123 | (758 | ) | 25,365 | ||||||||||||
Total equity (A) |
116,954 | 12,400 | 129,354 | |||||||||||||
Minority interest |
116 | | 116 | |||||||||||||
Loans and borrowings |
44,850 | (94 | ) | 44,756 | 6 | (b) | ||||||||||
Trade payables and accrued expenses |
28,675 | | 28,675 | |||||||||||||
Unearned revenues |
4,269 | (107 | ) | 4,162 | ||||||||||||
Employee benefit obligations |
2,737 | (124 | ) | 2,613 | 7 | |||||||||||
Other liabilities |
14,726 | (6,011 | ) | 8,715 | 4,6 | |||||||||||
Total liabilities (B) |
95,373 | (6,336 | ) | 89,037 | ||||||||||||
TOTAL LIABILITIES AND EQUITY (A)+(B) |
Rs. | 212,327 | Rs. | 6,064 | Rs. | 218,391 | ||||||||||
Notes: |
1) | The key differences in goodwill between U.S. GAAP and Previous GAAP are as follows: |
55
a) | Under Previous GAAP, prior to the Transition Date, the Company merged certain wholly owned subsidiaries and adjusted the goodwill relating to acquisition of such entities against the retained earnings, whereas this adjustment was not recorded under U.S. GAAP. | ||
b) | Under U.S. GAAP, all the assets and liabilities arising from a business combination are identified and recorded at fair values. Accordingly, in respect of all business combinations a portion of purchase price was allocated towards acquired intangibles, net of related deferred taxes. Under Previous GAAP, assets and liabilities arising from a business combination are recognized at carrying value in the books of the acquired entity. This resulted in difference between the carrying amount of goodwill, intangible assets and deferred tax liabilities between U.S.GAAP and Previous GAAP |
2) | The key differences in property, plant and equipment and intangibles between U.S. GAAP and Previous GAAP are as follows: |
a) | Under U.S. GAAP, lease of land is classified as an operating lease unless the title to the leasehold land is expected to be transferred to the Company at the end of the lease term. Lease rentals paid in advance and lease deposits are recognized as other assets under U.S.GAAP. Under Previous GAAP, the lease rentals paid in advance and lease deposits are recognized in property, plant and equipment. This is a presentation difference between line items within statement of financial position and has no impact on equity. | ||
b) | Difference in the basis of interest capitalization between Previous GAAP and US GAAP. | ||
c) | Under U.S. GAAP, finite life intangible assets are amortized in the proportion of economic benefits consumed during the period to the expected total economic benefits. Under Previous GAAP, such intangible assets are usually amortized on a straight line basis over the estimated useful life. |
3) | Under US GAAP, available for sale investments are measured at fair value at each reporting date. The changes in fair value of such investments, net of related deferred taxes, are recognized directly in equity. Under Previous GAAP, short-term investments are measured at lower of cost or fair value. | |
4) | The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, in respect of certain multiple element arrangements, revenue recognition in respect of products/services delivered is limited to the amount of consideration that is not contingent upon delivery of additional items or meeting other specified performance conditions. Under Previous GAAP, revenue for products/services delivered is recognized in full, if the delivery of additional items or meeting other specified performance conditions is considered probable at the time of delivery. | ||
b) | Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in respect of revenue arrangements involving delivery of third-party software products and related services. | ||
The above adjustments consequently impact trade receivables, unbilled revenues, inventory, other assets, unearned revenues and other liabilities balances. |
5) | The key difference in net tax assets between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, deferred tax assets in respect of carry forward tax losses are recognized if it is more likely than not that, sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax assets in respect of carry forward tax losses is recognized only if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | ||
b) | Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while U.S. GAAP requires balance sheet approach in recognizing deferred taxes. | ||
c) | Consequential tax impact of the reconciliation items between Previous GAAP and U.S. GAAP discussed herein. |
6) | The key differences between Previous GAAP and U.S. GAAP are as follows: |
a) | Under Previous GAAP, liability is recognized in respect of proposed dividend even-though the dividend is expected to be approved by the shareholders subsequent to the reporting date. Under U.S. GAAP, liability for dividend is recognized only when it is approved by the shareholders. | ||
b) | Certain liabilities to state finance institutions are reflected as borrowings under Previous GAAP, while these amounts are classified as liabilities under U.S. GAAP. This is a presentation difference between line items within statement of financial position and has no impact on equity. |
56
c) | Under Previous GAAP, share application money pending allotment is reported as a separate item within equity whereas US GAAP requires the same to be presented under other liabilities. This presentation difference between US GAAP and Previous GAAP has resulted in an increase in equity under Previous GAAP as at April 01, 2008. |
7) | The key difference in defined employee benefit obligations between Previous GAAP and U.S. GAAP are as follows: |
a) | Under Previous GAAP, the Company considers the yield on government securities as the discounting rate in determining such employee retirement benefit obligation. Under U.S. GAAP, the Company considers yield on corporate bonds as the discount rate. | ||
b) | Under U.S. GAAP, actuarial gains and losses relating to defined employee retirement obligation is recognized in equity, which is subsequently recycled into the income statement using the corridor approach. Under Previous GAAP, the actuarial gains and losses are recognized in the statement of income in the period in which they occur. |
57
Amount as per | Amount | Relevant | ||||||||||||||
Previous | Reconciliation | as per US | Notes for | |||||||||||||
Particulars | GAAP | adjustment | GAAP | adjustments | ||||||||||||
Goodwill |
Rs. | 48,977 | Rs. | (5,204 | ) | Rs. | 43,773 | 1 | ||||||||
Property, plant and equipment and intangible assets |
48,585 | 13,362 | 61,947 | 1(b),2 | ||||||||||||
Available for sale investments |
39,930 | 315 | 40,245 | 3 | ||||||||||||
Investment in equity accounted investees |
1,521 | | 1,521 | |||||||||||||
Inventories |
8,669 | 1,121 | 9,790 | 4 | ||||||||||||
Trade receivables |
50,343 | (2,335 | ) | 48,008 | 4 | |||||||||||
Unbilled revenues |
12,803 | (280 | ) | 12,523 | 4 | |||||||||||
Cash and cash equivalents |
20,157 | | 20,157 | |||||||||||||
Net tax assets / (liabilities) (including deferred taxes) |
1,284 | (1,687 | ) | (403 | ) | 5 | ||||||||||
Other assets |
19,916 | 1,785 | 21,701 | 2(a),4 | ||||||||||||
TOTAL ASSETS |
Rs. | 252,185 | Rs. | 7,077 | Rs. | 259,262 | ||||||||||
Share capital |
Rs. | 2,926 | | Rs. | 2,926 | |||||||||||
Retained earnings |
106,674 | 3,916 | 110,590 | |||||||||||||
Other components of equity |
16,683 | 2,875 | 19,558 | |||||||||||||
Total equity (A) |
126,283 | 6,791 | 133,074 | |||||||||||||
Minority interest |
169 | | 169 | |||||||||||||
Loans and borrowings |
53,777 | (88 | ) | 53,689 | 6 | (a) | ||||||||||
Trade payables and accrued expenses |
39,926 | | 39,926 | |||||||||||||
Unearned revenues |
5,846 | | 5,846 | |||||||||||||
Employee benefit obligations |
2,848 | (124 | ) | 2,724 | 7 | |||||||||||
Other liabilities |
23,336 | 498 | 23,834 | 4,6 | ||||||||||||
Total liabilities (B) |
125,902 | 286 | 126,188 | |||||||||||||
TOTAL LIABILITIES AND EQUITY (A)+(B) |
Rs. | 252,185 | Rs. | 7,077 | Rs. | 259,262 | ||||||||||
Notes: |
1) | The key differences in goodwill between US GAAP and Previous GAAP are as follows: |
a) | Under Previous GAAP, prior to the Transition Date, the Company merged certain wholly owned subsidiaries and adjusted the goodwill relating to acquisition of such entities against the retained earnings, whereas this adjustment was not recorded under U.S. GAAP. | ||
b) | Under U.S. GAAP, all the assets and liabilities arising from a business combination are identified and recorded at fair values. Accordingly, in respect of all business combinations a portion of purchase price was allocated towards acquired intangibles, net of related deferred taxes. Under Previous GAAP, assets and liabilities arising from a business combination are recognized at carrying value in the books of the acquired entity. This resulted in difference between the carrying amount of goodwill, intangible assets and deferred tax liabilities between U.S.GAAP and Previous GAAP. |
2) | The key differences in property, plant and equipment and intangibles between U.S. GAAP and Previous GAAP are as follows: |
a) | Under U.S. GAAP, lease of land is classified as an operating lease unless the title to the leasehold land is expected to be transferred to the Company at the end of the lease term. Lease rentals paid in advance and lease deposits are recognized as other assets under U.S.GAAP. Under Previous GAAP, the lease rentals |
58
paid in advance and lease deposits are recognized in property, plant and equipment. This is a presentation difference between line items within statement of financial position and has no impact on equity. |
b) | Difference in the basis of interest capitalization between Previous GAAP and U.S. GAAP. | ||
c) | Under U.S. GAAP, finite life intangible assets are amortized in the proportion of economic benefits consumed during the period to the expected total economic benefits. Under Previous GAAP, such intangible assets are usually amortized on a straight line basis over the estimated useful life. |
3) | Under US GAAP, available for sale investments are measured at fair value at each reporting date. The changes in fair value of such investments, net of related deferred taxes, are recognized directly in equity. Under Previous GAAP, short-term investments are measured at lower of cost or fair value. | |
4) | The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, in respect of certain multiple element arrangements, revenue recognition in respect of products/services delivered is limited to the amount of consideration that is not contingent upon delivery of additional items or meeting other specified performance conditions. Under Previous GAAP, revenue for products/services delivered is recognized in full, if the delivery of additional items or meeting other specified performance conditions is considered probable at the time of delivery. | ||
b) | Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in respect of revenue arrangements involving delivery of third-party software products and related services. | ||
The above adjustments consequently impact trade receivables, unbilled revenues, inventory, other assets, unearned revenues and other liabilities balances. |
5) | The key difference in net tax assets between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, deferred tax assets in respect of carry forward tax losses are recognized if it is more likely than not that, sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax assets in respect of carry forward tax losses is recognized only if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | ||
b) | Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while U.S. GAAP requires balance sheet approach in recognizing deferred taxes. | ||
c) | Consequential tax impact of the reconciliation items between Previous GAAP and U.S. GAAP discussed herein. |
6) | The key difference between Previous GAAP and U.S. GAAP are as follows |
a) | Certain liabilities to state finance institutions are reflected as borrowings under Previous GAAP, while these amounts are classified as liabilities under U.S. GAAP. This is a presentation difference between line items within statement of financial position and has no impact on equity. | ||
b) | Under Previous GAAP, share application money pending allotment is reported as a separate item within equity whereas US GAAP requires the same to be presented under other liabilities. This presentation difference between US GAAP and Previous GAAP has resulted in an increase in equity under Previous GAAP as at March 31, 2009. |
7) | The key difference in defined employee benefit obligations between Previous GAAP and U.S. GAAP are as follows: |
a) | Under Previous GAAP, the Company considers the yield on government securities as the discounting rate in determining such employee retirement benefit obligation. Under U.S. GAAP, the Company considers yield on corporate bonds as the discount rate. | ||
b) | Under U.S. GAAP, actuarial gains and losses relating to defined employee retirement obligation is recognized in equity, which is subsequently recycled into the income statement using the corridor approach. Under Previous GAAP, the actuarial gains and losses are recognized in the statement of income in the period in which they occur. |
59
Amount as | Amount | Relevant | ||||||||||||||
per Previous | Reconciliation | as per US | Notes for | |||||||||||||
Particulars | GAAP | adjustment | GAAP | adjustments | ||||||||||||
Goodwill |
Rs. | 56,521 | Rs. | (7,019 | ) | Rs. | 49,502 | 1 | ||||||||
Property, plant and equipment and intangible assets |
52,563 | 14,903 | 67,466 | 1(b),2 | ||||||||||||
Available for sale investments |
16,426 | 92 | 16,518 | 3 | ||||||||||||
Investment in equity accounted investees |
1,670 | | 1,670 | |||||||||||||
Inventories |
7,586 | 1,100 | 8,686 | 4 | ||||||||||||
Trade receivables |
48,859 | (2,642 | ) | 46,217 | 4 | |||||||||||
Unbilled revenues |
14,108 | (265 | ) | 13,843 | 4 | |||||||||||
Cash and cash equivalents |
49,117 | | 49,117 | |||||||||||||
Net tax assets (including deferred taxes) |
4,143 | (1,151 | ) | 2,992 | 5 | |||||||||||
Other assets |
20,995 | 2,408 | 23,403 | 2(a),4 | ||||||||||||
TOTAL ASSETS |
Rs. | 271,988 | Rs. | 7,426 | Rs. | 279,414 | ||||||||||
Share capital |
Rs. | 2,930 | | Rs. | 2,930 | |||||||||||
Retained earnings |
119,957 | 8,685 | 128,642 | |||||||||||||
Other components of equity |
13,412 | 5,198 | 18,610 | |||||||||||||
Total equity (A) |
136,299 | 13,883 | 150,182 | |||||||||||||
Minority interest |
237 | | 237 | |||||||||||||
Loan and borrowings |
56,892 | (86 | ) | 56,806 | 6 | (b) | ||||||||||
Trade payables and accrued expenses |
42,051 | | 42,051 | |||||||||||||
Unearned revenues |
6,734 | 182 | 6,916 | |||||||||||||
Employee benefit obligations |
3,111 | (146 | ) | 2,965 | 7 | |||||||||||
Other liabilities |
26,664 | (6,407 | ) | 20,257 | 4,6 | |||||||||||
Total liabilities (B) |
135,689 | (6,457 | ) | 129,232 | ||||||||||||
TOTAL LIABILITIES AND EQUITY (A)+(B) |
Rs. | 271,988 | Rs. | 7,426 | Rs. | 279,414 | ||||||||||
Notes: |
1) | The key differences in goodwill between U.S. GAAP and Previous GAAP are as follows: |
a) | Under Previous GAAP, prior to the Transition Date, the Company merged certain wholly owned subsidiaries and adjusted the goodwill relating to acquisition of such entities against the retained earnings, whereas this adjustment was not recorded under U.S. GAAP. | ||
b) | Under U.S. GAAP, all the assets and liabilities arising from a business combination are identified and recorded at fair values. Accordingly, in respect of all business combinations a portion of purchase price was allocated towards acquired intangibles, net of related deferred taxes. Under Previous GAAP, assets and liabilities arising from a business combination are recognized at carrying value in the books of the acquired entity. This resulted in difference between the carrying amount of goodwill, intangible assets and deferred tax liabilities between U.S.GAAP and Previous GAAP. |
2) | The key differences in property, plant and equipment and intangibles between U.S. GAAP and Previous GAAP are as follows: |
a) | Under U.S. GAAP, lease of land is classified as an operating lease unless the title to the leasehold land is expected to be transferred to the Company at the end of the lease term. Lease rentals paid in advance and lease deposits are recognized as other assets under U.S.GAAP. Under Previous GAAP, the lease rentals paid in advance and lease deposits are recognized in property, plant and equipment. This is a presentation difference between line items within statement of financial position and has no impact on equity. |
60
b) | Difference in the basis of interest capitalization between Previous GAAP and U.S. GAAP. | ||
c) | Under U.S. GAAP, finite life intangible assets are amortized in the proportion of economic benefits consumed during the period to the expected total economic benefits. Under Previous GAAP, such intangible assets are usually amortized on a straight line basis over the estimated useful life. |
3) | Under US GAAP, available for sale investments are measured at fair value at each reporting date. The changes in fair value of such investments, net of related deferred taxes, are recognized directly in equity. Under Previous GAAP, short-term investments are measured at lower of cost or fair value. | |
4) | The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, in respect of certain multiple element arrangements, revenue recognition in respect of products/services delivered is limited to the amount of consideration that is not contingent upon delivery of additional items or meeting other specified performance conditions. Under Previous GAAP, revenue for products/services delivered is recognized in full, if the delivery of additional items or meeting other specified performance conditions is considered probable at the time of delivery. | ||
b) | Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in respect of revenue arrangements involving delivery of third-party software products and related services. | ||
The above adjustments consequently impact trade receivables, unbilled revenues, inventory, other assets, unearned revenues and other liabilities balances. |
5) | The key difference in net tax assets between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, deferred tax assets in respect of carry forward tax losses are recognized if it is more likely than not that, sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax assets in respect of carry forward tax losses is recognized only if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | ||
b) | Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while U.S. GAAP requires balance sheet approach in recognizing deferred taxes. | ||
c) | Consequential tax impact of the reconciliation items between Previous GAAP and U.S. GAAP discussed herein. |
6) | The key differences between Previous GAAP and U.S. GAAP are as follows: |
a) | Under Previous GAAP, liability is recognized in respect of proposed dividend even-though the dividend is expected to be approved by the shareholders subsequent to the reporting date. Under U.S. GAAP, liability for dividend is recognized only when it is approved by the shareholders. | ||
b) | Certain liabilities to state finance institutions are reflected as borrowings under Previous GAAP, while these amounts are classified as liabilities under U.S. GAAP. This is a presentation difference between line items within statement of financial position and has no impact on equity. | ||
c) | Under Previous GAAP, share application money pending allotment is reported as a separate item within equity whereas US GAAP requires the same to be presented under other liabilities. This presentation difference between US GAAP and Previous GAAP has resulted in an increase in equity under Previous GAAP as at March 31, 2009. |
7) | The key difference in defined employee benefit obligations between Previous GAAP and U.S. GAAP are as follows: |
a) | Under Previous GAAP, the Company considers the yield on government securities as the discounting rate in determining such employee retirement benefit obligation. Under U.S. GAAP, the Company considers yield on corporate bonds as the discount rate. | ||
b) | Under U.S. GAAP, actuarial gains and losses relating to defined employee retirement obligation is recognized in equity, which is subsequently recycled into the income statement using the corridor approach. Under Previous GAAP, the actuarial gains and losses are recognized in the statement of income in the period in which they occur. |
61
Amount | ||||||||||||||||
Amount as per | as per | Relevant | ||||||||||||||
Previous | Reconciliation | US | Notes for | |||||||||||||
Particulars | GAAP | adjustment | GAAP | adjustments | ||||||||||||
Revenues |
Rs. | 65,354 | Rs. | (1,260 | ) | Rs. | 64,094 | 1 | ||||||||
Operating profit |
11,054 | (885 | ) | 10,169 | 2 | |||||||||||
Finance and other income/(expense), net |
301 | (1,090 | ) | (789 | ) | 3 | ||||||||||
Equity in earnings of equity-accounted investees |
106 | | 106 | |||||||||||||
Profit before taxes |
11,461 | (1,975 | ) | 9,486 | ||||||||||||
Income taxes |
(1,659 | ) | 419 | (1,240 | ) | 4 | ||||||||||
Minority interest |
(22 | ) | | (22 | ) | |||||||||||
Net income |
9,780 | (1,556 | ) | 8,224 |
Notes: |
1) | The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, in respect of certain multiple element arrangements, revenue recognition in respect of products/services delivered is limited to the amount of consideration that is not contingent upon delivery of additional items or meeting other specified performance conditions. Under Previous GAAP, revenue for products/services delivered is recognized in full, if the delivery of additional items or meeting other specified performance conditions is considered probable at the time of delivery. | ||
b) | Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in respect of revenue arrangements involving delivery of third-party software products and related services. | ||
c) | Under U.S. GAAP, generally cash payments to customers pursuant to sales promotional activities are considered as sales discount and reduced from revenue. Under Previous GAAP, such payments are considered as cost of revenues and selling and marketing expenses. This is a presentation difference and has no impact on net income. |
2) | The key differences in operating profit between Previous GAAP and U.S. GAAP are as follows: |
a) | Impact of difference in revenue recognition principles described above. | ||
b) | Under U.S. GAAP, all the assets and liabilities arising from a business combination are identified and recorded at fair values. Under U.S. GAAP, finite life intangible assets are amortized in the proportion of economic benefits consumed during the period to the expected total economic benefits. Under Previous GAAP, such intangible assets are usually amortized on a straight line basis over the estimated useful. This has resulted in a difference in the underlying amortization expense between Previous GAAP and U.S. GAAP. | ||
c) | Indian tax laws levies fringe benefit tax (FBT) in respect of various fringe benefits provided to employees. Under Previous GAAP, such FBT is treated as income taxes, whereas under U.S. GAAP such FBT is treated as an operating expense. This is a presentation difference and has no impact on net income. | ||
d) | Indian tax laws levies FBT on all stock options exercised on or after April 1, 2007. The Company has modified its stock option plans to recover the FBT from employees. Under U.S. GAAP, FBT recovery is treated as an additional exercise price and recorded in stockholders equity. Under Previous GAAP, recovery of FBT from employees is offset against the related FBT expense. |
3) | The key differences in other income / (expense), net between Previous GAAP and U.S. GAAP are as follows: |
a) | Foreign currency borrowings and related cross currency swap are considered as effective hedge of net investment in non-integral foreign operation. Consequently, the changes in the fair value of such derivative instrument and the impact of foreign currency translation adjustment on foreign currency borrowings that are determined to be an effective hedge are recognized in the equity. Under U.S. GAAP, combination of |
62
foreign currency borrowings and related cross currency swap do not qualify for hedge accounting, and consequently, the changes in fair value of such derivative instrument and the foreign currency translation adjustments on foreign currency borrowings are recognized in the statement of income. |
b) | Difference in the basis of interest capitalization between Previous GAAP and U.S. GAAP. |
4) | The key differences in Income taxes between Previous GAAP and U.S. GAAP are as follows: |
a) | Reclassification of FBT to operating expenses from income tax expense; refer note 2(c) above. | ||
b) | Under U.S. GAAP, deferred tax assets in respect of carry forward tax losses are recognized if it is more likely than not that, sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax assets in respect of carry forward tax losses is recognized only if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | ||
c) | Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while U.S. GAAP requires balance sheet approach in recognizing deferred taxes. | ||
d) | Consequential tax impact of the reconciliation items between Previous GAAP and U.S. GAAP discussed herein |
63
Amount | ||||||||||||||||
Amount as per | as per | Relevant | ||||||||||||||
Previous | Reconciliation | US | Notes for | |||||||||||||
Particulars | GAAP | adjustment | GAAP | adjustments | ||||||||||||
Revenues |
Rs. | 125,718 | Rs. | (2,001 | ) | Rs. | 123,717 | 1 | ||||||||
Operating profit |
21,279 | (1,358 | ) | 19,921 | 2 | |||||||||||
Finance and other income/(expense), net |
586 | (1,647 | ) | (1,061 | ) | 3 | ||||||||||
Equity in earnings of equity-accounted investees |
213 | | 213 | |||||||||||||
Profit before taxes |
22,078 | (3,005 | ) | 19,073 | ||||||||||||
Income taxes |
(3,185 | ) | 509 | (2,676 | ) | 4 | ||||||||||
Minority interest |
(34 | ) | | (34 | ) | |||||||||||
Net income |
18,859 | (2,496 | ) | 16,363 |
Notes: |
1) | The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, in respect of certain multiple element arrangements, revenue recognition in respect of products/services delivered is limited to the amount of consideration that is not contingent upon delivery of additional items or meeting other specified performance conditions. Under Previous GAAP, revenue for products/services delivered is recognized in full, if the delivery of additional items or meeting other specified performance conditions is considered probable at the time of delivery. | ||
b) | Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in respect of revenue arrangements involving delivery of third-party software products and related services. | ||
c) | Under U.S. GAAP, generally cash payments to customers pursuant to sales promotional activities are considered as sales discount and reduced from revenue. Under Previous GAAP, such payments are considered as cost of revenues and selling and marketing expenses. This is a presentation difference and has no impact on net income. |
2) | The key differences in operating profit between Previous GAAP and U.S. GAAP are as follows: |
a) | Impact of difference in revenue recognition principles described above. | ||
b) | Under U.S. GAAP, all the assets and liabilities arising from a business combination are identified and recorded at fair values. Under U.S. GAAP, finite life intangible assets are amortized in the proportion of economic benefits consumed during the period to the expected total economic benefits. Under Previous GAAP, such intangible assets are usually amortized on a straight line basis over the estimated useful. This has resulted in a difference in the underlying amortization expense between Previous GAAP and U.S. GAAP. | ||
c) | Indian tax laws levies fringe benefit tax (FBT) in respect of various fringe benefits provided to employees. Under Previous GAAP, such FBT is treated as income taxes, whereas under U.S. GAAP such FBT is treated as an operating expense. This is a presentation difference and has no impact on net income. | ||
d) | Indian tax laws levies FBT on all stock options exercised on or after April 1, 2007. The Company has modified its stock option plans to recover the FBT from employees. Under U.S. GAAP, FBT recovery is treated as an additional exercise price and recorded in stockholders equity. Under Previous GAAP, recovery of FBT from employees is offset against the related FBT expense. |
3) | The key differences in other income / (expense), net between Previous GAAP and U.S. GAAP are as follows: |
a) | Foreign currency borrowings and related cross currency swap are considered as effective hedge of net investment in non-integral foreign operation. Consequently, the changes in the fair value of such derivative instrument and the impact of foreign currency translation adjustment on foreign currency borrowings that are determined to be an effective hedge are recognized in the equity. Under U.S. GAAP, combination of |
64
foreign currency borrowings and related cross currency swap do not qualify for hedge accounting, and consequently, the changes in fair value of such derivative instrument and the foreign currency translation adjustments on foreign currency borrowings are recognized in the statement of income. |
b) | Difference in the basis of interest capitalization between Previous GAAP and U.S. GAAP. |
4) | The key differences in Income taxes between Previous GAAP and U.S. GAAP are as follows: |
a) | Reclassification of FBT to operating expenses from income tax expense; refer note 2(c) above | ||
b) | Under U.S. GAAP, deferred tax assets in respect of carry forward tax losses are recognized if it is more likely than not that, sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax assets in respect of carry forward tax losses is recognized only if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | ||
c) | Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while U.S. GAAP requires balance sheet approach in recognizing deferred taxes. | ||
d) | Consequential tax impact of the reconciliation items between Previous GAAP and U.S. GAAP discussed herein |
65
Amount | ||||||||||||||||
Amount as per | as per | Relevant | ||||||||||||||
Previous | Reconciliation | US | Notes for | |||||||||||||
Particulars | GAAP | adjustment | GAAP | adjustments | ||||||||||||
Revenues |
Rs. | 256,995 | Rs. | (2,431 | ) | Rs. | 254,564 | 1 | ||||||||
Operating profit |
44,004 | (2,614 | ) | 41,390 | 2 | |||||||||||
Finance and other income/(expense), net |
1,192 | (3,008 | ) | (1,816 | ) | 3 | ||||||||||
Equity in earnings of equity-accounted investees |
362 | | 362 | |||||||||||||
Profit before taxes |
45,558 | (5,622 | ) | 39,936 | ||||||||||||
Income taxes |
(6,460 | ) | 1,038 | (5,422 | ) | 4 | ||||||||||
Minority interest |
(99 | ) | (99 | ) | ||||||||||||
Net income |
38,999 | (4,584 | ) | 34,415 |
Notes: |
1) | The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are as follows: |
a) | Under U.S. GAAP, in respect of certain multiple element arrangements, revenue recognition in respect of products/services delivered is limited to the amount of consideration that is not contingent upon delivery of additional items or meeting other specified performance conditions. Under Previous GAAP, revenue for products/services delivered is recognized in full, if the delivery of additional items or meeting other specified performance conditions is considered probable at the time of delivery. | ||
b) | Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in respect of revenue arrangements involving delivery of third-party software products and related services. | ||
c) | Under U.S. GAAP, generally cash payments to customers pursuant to sales promotional activities are considered as sales discount and reduced from revenue. Under Previous GAAP, such payments are considered as cost of revenues and selling and marketing expenses. This is a presentation difference and has no impact on net income. |
2) | The key differences in operating profit between Previous GAAP and U.S. GAAP are as follows: |
a) | Impact of difference in revenue recognition principles described above. | ||
b) | Under U.S. GAAP, all the assets and liabilities arising from a business combination are identified and recorded at fair values. Under U.S. GAAP, finite life intangible assets are amortized in the proportion of economic benefits consumed during the period to the expected total economic benefits. Under Previous GAAP, such intangible assets are usually amortized on a straight line basis over the estimated useful. This has resulted in a difference in the underlying amortization expense between Previous GAAP and U.S. GAAP. | ||
c) | Indian tax laws levies fringe benefit tax (FBT) in respect of various fringe benefits provided to employees. Under Previous GAAP, such FBT is treated as income taxes, whereas under U.S. GAAP such FBT is treated as an operating expense. This is a presentation difference and has no impact on net income. | ||
d) | Indian tax laws levies FBT on all stock options exercised on or after April 1, 2007. The Company has modified its stock option plans to recover the FBT from employees. Under U.S. GAAP, FBT recovery is treated as an additional exercise price and recorded in stockholders equity. Under Previous GAAP, recovery of FBT from employees is offset against the related FBT expense. |
3) | The key differences in other income/(expense) , net between Previous GAAP and U.S. GAAP are as follows: |
a) | Foreign currency borrowings and related cross currency swap are considered as effective hedge of net investment in non-integral foreign operation. Consequently, the changes in the fair value of such derivative instrument and the impact of foreign currency translation adjustment on foreign currency borrowings that are determined to be an effective hedge are recognized in the equity. Under U.S. GAAP, combination of foreign currency borrowings and related cross currency swap do not qualify for hedge accounting, and |
66
consequently, the changes in fair value of such derivative instrument and the foreign currency translation adjustments on foreign currency borrowings are recognized in the statement of income |
b) | Difference in the basis of interest capitalization between Previous GAAP and U.S. GAAP |
4) | The key differences in income taxes between Previous GAAP and U.S. GAAP are as follows: |
a) | Reclassification of FBT to operating expenses from income tax expense; refer note 2(c) above | ||
b) | Under U.S. GAAP, deferred tax assets in respect of carry forward tax losses are recognized if it is more likely than not that, sufficient taxable profits would be available in the future to realize the tax benefits. Under Previous GAAP, deferred tax assets in respect of carry forward tax losses is recognized only if it is virtually certain that sufficient future taxable income would be available in the future to realize the tax benefits. | ||
c) | Previous GAAP requires an entity to follow the income statement approach for recognizing deferred taxes, while U.S. GAAP requires balance sheet approach in recognizing deferred taxes. | ||
d) | Consequential tax impact of the reconciliation items between Previous GAAP and U.S. GAAP discussed herein |
67
Wipro Limited and subsidiaries | ||||||||||||||||||||||||
Three months ended September 30, | Six months ended September 30, | |||||||||||||||||||||||
2008 | 2009 | Year on Year Change |
2008 | 2009 | Year on Year Change |
|||||||||||||||||||
Revenue |
65,022 | 69,177 | 6.39 | % | Rs. | 124,740 | Rs. | 131,639 | 5.53 | % | ||||||||||||||
Cost of revenue |
(46,140 | ) | (47,522 | ) | 3 | % | (88,441 | ) | (90,769 | ) | 2.63 | % | ||||||||||||
Gross profit |
18,882 | 21,655 | 14.69 | % | 36,299 | 40,870 | 12.59 | % | ||||||||||||||||
Operating income |
10,946 | 13,189 | 20.49 | % | 20,925 | 24,612 | 17.62 | % | ||||||||||||||||
Profit attributable to
equity holders |
9,704 | 11,707 | 20.64 | %(1) | 18,651 | 21,810 | 16.94 | %(1) | ||||||||||||||||
As a percentage of Revenue: |
||||||||||||||||||||||||
Selling and marketing
expenses |
6.80 | % | 6.49 | % | 31 | bps | 6.92 | % | 6.63 | % | 29 | bps | ||||||||||||
General and
administrative
expenses |
5.40 | % | 5.75 | % | (35 | ) bps | 5.40 | % | 5.72 | % | (32 | ) bps |
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Wipro Limited and subsidiaries | ||||||||||||||||||||||||
Three months ended September 30, | Six months ended September 30, | |||||||||||||||||||||||
2008 | 2009 | Year on Year Change |
2008 | 2009 | Year on Year Change |
|||||||||||||||||||
Gross margins |
29.04 | % | 31.30 | % | 226 bps | 29.10 | % | 31.05 | % | 195 bps | ||||||||||||||
Operating margin |
16.83 | % | 19.07 | % | 224 bps | 16.77 | % | 18.70 | % | 193 bps | ||||||||||||||
Earnings per share |
||||||||||||||||||||||||
Basic |
6.68 | 8.04 | 12.84 | 14.97 | ||||||||||||||||||||
Diluted |
6.63 | 7.97 | 12.75 | 14.86 |
(1) | Our adjusted non-GAAP profit for the three months and six months ended September 30, 2009 is Rs. 11,635 and Rs. 21,680, an increase of 19.58% and 15.07% over the three months and six months ended September 30, 2008, respectively. See discussion below: |
Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
(In Percentage) | (In Percentage) | |||||||||||||||
Revenue: |
||||||||||||||||
IT Services and Products |
||||||||||||||||
IT Services |
73 | 72 | 73 | 75 | ||||||||||||
IT Products |
15 | 17 | 14 | 14 | ||||||||||||
Total |
88 | 89 | 87 | 89 | ||||||||||||
Consumer Care and Lighting |
7 | 8 | 8 | 8 | ||||||||||||
Others |
5 | 3 | 5 | 3 | ||||||||||||
100 | 100 | 100 | 100 | |||||||||||||
Operating income: |
||||||||||||||||
IT Services and Products |
||||||||||||||||
IT Services |
91 | 89 | 92 | 91 | ||||||||||||
IT Products |
4 | 5 | 3 | 4 | ||||||||||||
Total |
95 | 94 | 95 | 95 | ||||||||||||
Consumer Care and Lighting |
6 | 6 | 6 | 6 | ||||||||||||
Others |
(1 | ) | | (1 | ) | (1 | ) | |||||||||
100 | 100 | 100 | 100 |
Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Profit for the period as per IFRS |
Rs. | 9,704 | Rs. | 11,707 | Rs. | 18,651 | Rs. | 21,810 | ||||||||
Adjustments: |
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Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Accelerated amortization of
stock options that vest in a
graded manner |
26 | (72 | ) | 190 | (130 | ) | ||||||||||
Adjusted non-GAAP profit |
Rs. | 9,730 | Rs. | 11,635 | Rs. | 18,841 | Rs. | 21,680 | ||||||||
| Our total revenues increased by 6%. This was driven primarily by a 19%, 15% and 5% increase in revenue from our IT Products, Consumer Care and Lighting and IT Services business segments respectively. This increased revenue was partially offset by a decline of 36% in revenue from our Others segment, including reconciling items. | |
| Our gross profit as percentage of our total revenue increased by 226 basis points (bps). This was primarily on account of an increase in gross profit as a percentage of revenue from our Consumer Care and Lighting segment by 548 bps and an increase in gross profit as a percentage of revenue from our IT Services segment by 230 bps. This increase was partially offset by a decline in gross profit as a percentage of revenue from our Others segment, including reconciling items. | |
| Our selling and marketing expenses as a percentage of revenue has declined from 6.80% for the three months ended September 30, 2008 to 6.49% for the three month period ended September 30, 2009. In absolute terms selling and marketing expenses have increased by 1.54%, primarily due to an increase in the Consumer Care and Lighting segment. This increase was partially offset by decline in the IT Services segment and Others segment, including reconciling items. | |
| Our general and administrative expenses as a percentage of revenue has increased from 5.40% for the three months ended September 30, 2008 to 5.75% for the three months ended September 30, 2009. In absolute terms the general and administrative expenses increased by 13.15%, primarily due to increased expenses in the IT Services segment. This increase was partially offset by a decline in IT Products segment. | |
| As a result of the foregoing factors, our operating income increased by 20.49%, from Rs. 10,946 for the three months ended September 30, 2008 to Rs. 13,189 for the three months period ended September 30, 2009. | |
| Our finance (expenses)/income and other income, net, increased from Rs. 233 for the three months ended September 30, 2008 to Rs. 681 for the three months ended September 30, 2009. | |
| Our income taxes increased by Rs. 658, from Rs. 1,559 for the three months ended September 30, 2008 to Rs. 2,217 for the three months ended September 30, 2009. Our effective tax rate increased from 13.8% for the three months ended September 30, 2008 to 15.9% for the three months ended September 30, 2009. The increase is primarily attributable to non-recognition of tax benefits in respect of losses incurred in certain overseas subsidiaries. |
70
| Our equity in earnings of affiliates for the three months ended September 30, 2008 and 2009 was Rs. 106 and Rs. 112, respectively. Equity in earnings of affiliates primarily relates to the equity in earnings of Wipro GE. | |
| As a result of the foregoing factors, our profit attributable to equity holders increased by Rs. 2,003 or 20.64%, from Rs. 9,704 for the three months ended September 30, 2008 to Rs. 11,707 for the three months ended September 30, 2009. |
| Our total revenues increased by 6%. This was driven primarily by a 12%, 11% and 7% increase in revenue from our Consumer Care and Lighting, IT Products and IT Services business segments respectively. This increased revenue was partially offset by a decline of 46% in revenue from our Others, including reconciling items segment. | |
| Our gross profit as percentage of our total revenue increased by 195 bps. This was primarily on account of an increase in gross profit as a percentage of revenue from our Consumer Care and Lighting segment by 569 bps, an increase in gross profit as a percentage of revenue from our IT Services segment by 117 bps and an increase in gross profit as a percentage of revenue from our IT Products segment by 177 bps. This increase was partially offset by a decline in gross profit as a percentage of revenue from our Others segment, including reconciling items. | |
| Our selling and marketing expenses as a percentage of revenue has declined from 6.92% for the six months ended September 30, 2008 to 6.63% for the six months ended September 30, 2009. In absolute terms selling and marketing expenses have increased by 1.14%, primarily due to an increase in the Consumer Care and Lighting segment and IT Products segment. This increase was partially offset by a decline in the IT Services segment and Others, including reconciling items segment. | |
| Our general and administrative expenses as a percentage of revenue has increased from 5.40% for the six months ended September 30, 2008 to 5.72% for the six months ended September 30, 2009. In absolute terms the general and administrative expenses increased by 11.66%, primarily due to increased expenses in the IT Services segment, IT Products segment and Consumer Care and Lighting segment. This increase was partially offset by a decline in Others, including reconciling items segment. | |
| As a result of the foregoing factors, our operating income increased by 17.62%, from Rs. 20,925 for the six months ended September 30, 2008 to Rs. 24,612 for the six months ended September 30, 2009. | |
| Our finance (expenses)/income and other income, net, increased from Rs. 549 for the six months ended September 30, 2008 to Rs. 1,036 for the six months ended September 30, 2009. | |
| Our income taxes increased by Rs. 955, from Rs. 3,002 for the six months ended September 30, 2008 to Rs. 3,957 for the six months ended September 30, 2009. Our effective tax rate increased from 13.8% for the six months ended September 30, 2008 to 15.3% for the six months ended September 30, 2009. The increase is primarily attributable to non-recognition of tax benefits in respect of losses incurred in certain overseas subsidiaries and increase in proportion of income subject to income taxes. | |
| Our equity in earnings of affiliates for the six months ended September 30, 2008 and 2009 was Rs. 213 and Rs. 226, respectively. Equity in earnings of affiliates primarily relates to the equity in earnings of Wipro GE. | |
| As a result of the foregoing factors, our profit attributable to equity holders increased by Rs. 3,159 or 16.94%, from Rs. 18,651 for the six months ended September 30, 2008 to Rs. 21,810 for the six months ended September 30, 2009. |
71
Three months ended September 30, |
Year on Year |
Six months ended September 30, |
Year on Year |
|||||||||||||||||||||
2008 | 2009 | Change | 2008 | 2009 | Change | |||||||||||||||||||
Revenue |
Rs. | 47,491 | Rs. | 49,981 | 5.24 | % | Rs. | 91,519 | Rs. | 98,246 | 7.35 | % | ||||||||||||
Gross profit |
15,662 | 17,632 | 12.58 | % | 30,162 | 33,533 | 11.18 | % | ||||||||||||||||
Selling and marketing
expenses |
(2,863 | ) | (2,450 | ) | (14.43 | )% | (5,451 | ) | (4,786 | ) | (12.20 | )% | ||||||||||||
General and administrative
expenses |
(2,863 | ) | (3,387 | ) | 18.30 | % | (5,607 | ) | (6,254 | ) | 11.54 | % | ||||||||||||
Operating income |
9,936 | 11,795 | 18.71 | % | 19,104 | 22,493 | 17.74 | % | ||||||||||||||||
As a percentage of Revenue: |
||||||||||||||||||||||||
Selling and marketing
expenses |
6.03 | % | 4.90 | % | 113 bps | 5.96 | % | 4.87 | % | 109 bps | ||||||||||||||
General and
administrative expenses |
6.03 | % | 6.78 | % | (75) bps | 6.13 | % | 6.37 | % | (24) bps | ||||||||||||||
Gross margin |
32.98 | % | 35.28 | % | 230 bps | 32.96 | % | 34.13 | % | 117 bps | ||||||||||||||
Operating margin |
20.92 | % | 23.60 | % | 268 bps | 20.87 | % | 22.89 | % | 202 bps |
| Our revenue from IT Services increased by 5%. In USD terms our revenue decreased by 4% from $1,110 millions to $1,065 millions. Our average USD/INR realization increased from Rs. 42.79 for the three months ended September 30, 2008 to Rs. 46.92 for the three months ended September 30, 2009. | |
This decline of 4% was primarily due to a 13% decline in revenue from technology, media and telecom services, a 7% decline in revenue from financial services. This was partially offset by 8% increase in revenue from retail and transportation services and a 4% increase in revenue from energy and utilities services. In our IT Services segment, we added 37 new clients during the three months ended September 30, 2009. | ||
| Our gross profit as a percentage of our revenue from our IT Services segment increased by 230 bps. The improvement in gross margin as percentage of revenue is primarily on account of improvement in average USD/INR realization and higher onsite price realization during the three month ended September 2009 as compared to three month ended September 2008. | |
The onsite price realization improved by approximately 2.8% during the three month ended September 30, 2009. Further, our average utilization of billable employees improved from 70.3% for the three month ended September 30, 2008 to 70.8% for the three month ended September 30, 2009. This was partially offset by the higher increase in the personnel cost arising on account of compensation review in fiscal 2009 and decline in off-shore price realization by approximately 0.7%. | ||
| Selling and marketing expenses as a percentage of revenue from our IT Services segment declined from 6.03% for the three months ended September 30, 2008 to 4.90% for the three months ended September 30, 2009. This is primarily attributable to cost rationalisation measures adopted by the company; for example we used video conferencing and virtual meeting tools to reduce our travel spends. Further, our integrated service offering approach also resulted in lower selling and marketing expense as a percentage of revenue from our IT Services segment. | |
| General and administrative expenses as a percentage of revenue from our IT Services segment increased from 6.03% for the three months ended September 30, 2008 to 6.78% for the three months ended September 30, 2009. The increase in general and administrative expenses is primarily attributable to increase in the provision |
72
for doubtful debts during the three month September 2009. This was partially offset by the decline in other expenses, which is attributable to cost curtailment measures. | ||
| As a result of the above, operating income of our IT Services segment increased by 18.71%. |
| Our revenue from IT Services increased by 7%. In USD terms our revenue decreased by 4% from $2,177 millions to $2,098 millions. Our average USD/INR realization increased from Rs. 42.02 for the six months ended September 30, 2008 to Rs. 46.83 for the six months ended September 30, 2009. | |
This decline of 4% was primarily due to a 15% decline in revenue from technology, media and telecom services, a 3% decline in revenue from financial services. This was partially offset by 11% increase in revenue from retail and transportation services and a 3% increase in revenue from manufacturing services. In our IT Services segment, we added 63 new clients during the six months ended September 30, 2009. | ||
| Our gross profit as a percentage of our revenue from our IT Services segment increased by 117 bps. The improvement in gross margin as percentage of revenue is primarily on account of improvement in average USD/INR realization and higher onsite price realization during the six month ended September 2009 as compared to six month ended September 2008. | |
The onsite price realization improved by approximately 1.48% during the six month ended September 30, 2009. Further, our average utilization of billable employees improved from 69.1% for the six month ended September 30, 2008 to 70.4% for the six month ended September 30, 2009. This was partially offset by the higher increase in the personnel cost arising on account of compensation review in fiscal 2009 and decline in off-shore price realization by approximately 1.49%. | ||
| Selling and marketing expenses as a percentage of revenue from our IT Services segment declined from 5.96% for the six months ended September 30, 2008 to 4.87% for the six months ended September 30, 2009. This is primarily attributable to cost rationalisation measures adopted by the company; for example we used video conferencing and virtual meeting tools to reduce our travel spends. Further, our integrated service offering approach resulted in lower selling and marketing expense as a percentage of revenue from our IT Services segment. | |
| General and administrative expenses as a percentage of revenue from our IT Services segment increased from 6.13% for the six months ended September 30, 2008 to 6.37% for the six months ended September 30, 2009. The increase in general and administrative expenses in absolute terms is primarily increase in the provision for doubtful debts. This was partially offset by the decline in other expenses, which is attributable to cost curtailment measures. | |
| As a result of the above, operating income of our IT Services segment increased by 17.74%. |
Three months ended September 30, |
Year on Year |
Six months ended September 30, |
Year on Year |
|||||||||||||||||||||
2008 | 2009 | Change | 2008 | 2009 | Change | |||||||||||||||||||
Revenue |
Rs. | 9,925 | Rs. | 11,854 | 19.44 | % | Rs. | 17,247 | Rs. | 19,191 | 11.27 | % | ||||||||||||
Gross profit |
994 | 1,215 | 22.23 | % | 1,594 | 2,113 | 32.56 | % | ||||||||||||||||
Selling and marketing
expenses |
(329 | ) | (360 | ) | 9.42 | % | (593 | ) | (692 | ) | 16.69 | % |
73
Three months ended September 30, |
Year on Year |
Six months ended September 30, |
Year on Year |
|||||||||||||||||||||
2008 | 2009 | Change | 2008 | 2009 | Change | |||||||||||||||||||
General and administrative
expenses |
(252 | ) | (243 | ) | (3.57 | %) | (331 | ) | (517 | ) | 56.19 | % | ||||||||||||
Operating income |
413 | 612 | 48.18 | % | 670 | 904 | 34.93 | % | ||||||||||||||||
As a Percentage of Revenues: |
||||||||||||||||||||||||
Selling and marketing
expenses |
3.31 | % | 3.04 | % | 27 | bps | 3.44 | % | 3.61 | % | (17 | )bps | ||||||||||||
General and
administrative
expenses |
2.54 | % | 2.05 | % | 49 | bps | 1.92 | % | 2.69 | % | (77 | )bps | ||||||||||||
Gross margin |
10.03 | % | 10.25 | % | 22 | bps | 9.24 | % | 11.01 | % | 177 | bps | ||||||||||||
Operating margin |
4.16 | % | 5.16 | % | 100 | bps | 3.88 | % | 4.71 | % | 83 | bps |
| Our revenue from the IT Products segment increased by 19.4% primarily due to higher demand for IT Products in India and Middle East markets. | |
| Our gross profit as a percentage of our revenue of our IT products segment increased marginally by 22 bps. | |
| Selling and marketing expenses as a percentage of revenue from our IT Products segment has declined marginally from 3.31% for the three months ended September 30, 2008 to 3.04% for the three months ended September 30, 2009. In absolute terms selling and marketing expenses increased by Rs. 31. | |
| General and administrative expenses as a percentage of revenue from our IT Products segment has declined from 2.54% for the three months ended September 30, 2008 to 2.05% for the three months ended September 30, 2009. In absolute terms general and administrative expenses declined by Rs. 9. | |
| As a result of the above, operating income of our IT products segment increased by 48.18%. |
| Our revenue from the IT Products segment increased by 11.3% primarily due to higher demand for IT Products in India and Middle East markets. | |
| Our gross profit as a percentage of our revenue of our IT products segment increased marginally by 177 bps. This increase is primarily due to increase in proportion of revenues from outsourcing and system integration contracts, which are higher value added services. | |
| Selling and marketing expenses as a percentage of revenue from our IT Products segment has increased marginally from 3.44% for the six months ended September 30, 2008 to 3.61% for the six months ended September 30, 2009. In absolute terms selling and marketing expenses increased by Rs. 99. | |
| General and administrative expenses as a percentage of revenue from our IT Products segment has increased from 1.92% for the six months ended September 30, 2008 to 2.69% for the six months ended September 30, 2009. In absolute terms general and administrative expenses increased by Rs. 186. | |
| As a result of the above, operating income of out IT products segment increased by 34.93%. |
74
Three months ended | Year on | Six months ended | Year on | |||||||||||||||||||||
September 30, | Year | September 30, | Year | |||||||||||||||||||||
2008 | 2009 | Change | 2008 | 2009 | Change | |||||||||||||||||||
Revenue |
Rs. | 4,833 | Rs. | 5,559 | 15.02 | % | Rs. | 9,583 | Rs. | 10,757 | 12.25 | % | ||||||||||||
Gross profit |
2,080 | 2,697 | 29.66 | % | 4,174 | 5,297 | 26.91 | % | ||||||||||||||||
Selling and marketing expenses |
(1,120 | ) | (1,638 | ) | 46.25 | % | (2,305 | ) | (3,111 | ) | 34.97 | % | ||||||||||||
General and administrative
expenses |
(308 | ) | (327 | ) | 6.17 | % | (594 | ) | (662 | ) | 11.45 | % | ||||||||||||
Operating income |
652 | 732 | 12.27 | % | 1,275 | 1,524 | 19.53 | % | ||||||||||||||||
As a Percentage of Revenues: |
||||||||||||||||||||||||
Selling and marketing
expenses |
23.17 | % | 29.47 | % | (630 | ) bps | 24.05 | % | 28.92 | % | (487 | ) bps | ||||||||||||
General and administrative
expenses |
6.37 | % | 5.88 | % | 49 | bps | 6.20 | % | 6.15 | % | 5 | bps | ||||||||||||
Gross margin |
43.04 | % | 48.52 | % | 548 | bps | 43.55 | % | 49.24 | % | 569 | bps | ||||||||||||
Operating margin |
13.49 | % | 13.17 | % | (32 | ) bps | 13.30 | % | 14.17 | % | 87 | bps |
| Our Consumer Care and Lighting revenue increased by 15%. This increase is attributable to 17% growth in revenues in south-east Asian markets primarily from growth in revenues from personal care products and 13.5% growth in revenues in Indian markets. | |
The growth in revenues in Indian markets is primarily due to increase in revenue from toilet soap products partially offset by decline in revenues from lighting and furniture products. | ||
| Our gross profit as a percentage of our revenues from Consumer Care and Lighting segment increased by 548 bps. The expansion in gross margins is primarily due to decrease in input costs and increase in proportion of revenue from Unza products with higher gross margins. Unza products typically have higher gross margins. | |
| Selling and marketing expense as percentage of revenue from our Consumer Care and Lighting segment has increased from 23.17% for the three months ended September 30, 2008 to 29.47% for the three months ended September 30, 2009. This increase is primarily due to higher brand promotion and advertisement spends in select geographies. | |
| General and administrative expense as a percentage of revenue from our Consumer Care and Lighting segment has declined from 6.37% for the three months ended September 30, 2008 to 5.88% for the three month ended September 30, 2009. In absolute terms general and administrative expenses increased by Rs. 19. | |
| As a result of the above, operating income of our Consumer Care and Lighting increased by 12.27%. |
| Our Consumer Care and Lighting revenue increased by 12%. This increase is attributable to approximately 15% increase in revenue from personal care products sold in south-east Asian markets and 10% increase in revenue from consumer products sold in Indian markets. | |
| Our gross profit as a percentage of our revenues from Consumer Care and Lighting segment increased by 569 bps. The expansion in gross margins is primarily due to decrease in input costs and increase in proportion of revenue from Unza products. Unza products typically have higher gross margins. |
75
| Selling and marketing expense as percentage of revenue from our Consumer Care and Lighting segment has increased from 24.05% for the six months ended September 30, 2008 to 28.92% for the six months ended September 30, 2009. This increase is primarily due to higher brand promotion and advertisement spends in select geographies and increase in proportion of revenues from Unza which has higher selling and marketing costs. Selling and distribution expense as a percentage of our revenues is typically higher in Unza products. | |
| General and administrative expense as a percentage of revenue from our Consumer Care and Lighting segment has declined marginally from 6.20% for the six months ended September 30, 2008 to 6.15% for the six months ended September 30, 2009. In absolute terms general and administrative expenses increased by Rs. 68. This increase is primarily due to expenses incurred by Unza. | |
| As a result of the above, operating income of our Consumer Care and Lighting increased by 19.53%. |
| Revenue from our Others segment, including reconciling items, decreased by 35.70%, from Rs. 2,773 for the three months ended September 30, 2008 to Rs. 1,783 for the three months ended September 30, 2009. This decrease was primarily driven by a decrease in revenue from our hydraulic cylinders and tipping gear systems business. The decline in the revenues is attributable to slowdown in the global markets which has impacted the market for infrastructure engineering products in Indian and European markets. | |
| Operating income from our Others segment, including reconciling items, increased from a loss of Rs. 55 for the three months ended September 30, 2008 to a income of Rs. 50 for the three months ended September 30, 2009. This is primarily due to lower charge of Rs 113 being incremental impact of accelerated amortization of stock compensation expense recognised in reconciling items and reversal of fringe benefit tax of Rs. 100. This was partially offset by higher losses in our hydraulic cylinders and tipping gear systems business during the quarter ended September 30, 2009 primarily due to contraction in the sales volume of infrastructure engineering business due to the slowdown in the global market. |
| Revenue from our Others segment, including reconciling items, decreased by 46.10%, from Rs. 6,391 for the six months ended September 30, 2008 to Rs. 3,445 for the six months ended September 30, 2009. This decrease was primarily driven by a decrease in revenue from our hydraulic cylinders and tipping gear systems business. The decline in the revenues is attributable to slowdown in the global markets which has impacted the market for infrastructure engineering products in India and Europe. | |
| Operating income from our Others segment, including reconciling items, increased from Rs. (124) for the six months ended September 30, 2008 to Rs. (309) for the six months ended September 30, 2009. This is primarily due to higher losses in our hydraulic cylinders and tipping gear systems business during the period ended September 30, 2009 primarily due to contraction in the sales volume of infrastructure engineering business due to the slowdown in the global market. This was partially offset by incremental impact of accelerated amortization of stock compensation expense recognised in reconciling items and reversal of fringe benefit tax. |
| exchange differences arising from the translation or settlement of transactions in foreign currency, except for exchange differences on debt denominated in foreign currency (which are reported within finance and other income/(expense), net); and | |
| the changes in fair value for derivatives not designated as hedging derivatives and ineffective portion of the hedging instruments. For forward foreign exchange contracts which are designated and effective as cash flow hedges, the marked to market gains and losses are deferred and reported as a component of other comprehensive income in stockholders equity and subsequently recorded in the income statement when the hedged transactions occur, along with the hedged items. |
76
77
Six months ended September 30, | ||||||||||||
2008 | 2009 | Change | ||||||||||
Net cash provided by/(used in) continuing operations: |
||||||||||||
Operating activities |
Rs. | 16,806 | Rs. | 29,297 | 12,491 | |||||||
Investing activities |
(32,533 | ) | (25,063 | ) | 7,470 | |||||||
Financing activities |
(4,024 | ) | (21,119 | ) | (17,095 | ) | ||||||
Net change in cash and cash equivalents |
(19,751 | ) | (16,885 | ) | 2,866 | |||||||
Effect of exchange rate changes on cash and cash
equivalent |
472 | (404 | ) | (876 | ) |
78
79
| Our limited ability to increase prices; | ||
| Increases in the proportion of services performed at client location; and | ||
| The impact of exchange rate fluctuations on our rupee realizations |
| Performance And Capital Efficiency (PACE) program- reduce capex spends, deliver process and application optimization and assume ownership of specific IT areas to reduce baseline IT spends for the client; | ||
| strengthening our delivery model; | ||
| cost containment initiatives and driving higher employee productivity; | ||
| aligning our resources to expected demand; and | ||
| increasing the utilization of our IT professionals. |
80
We derive revenue primarily from: | |||
| software development and maintenance services; | ||
| BPO services; and | ||
| Sale of IT and other products. |
a) | Services: We recognise revenue when the significant terms of the arrangement are enforceable, services are being delivered and the collectability is reasonably assured. The method for recognizing revenues and costs depends on the nature of the services rendered: |
(i) | Time and materials contracts: Revenues and costs relating to time and materials contracts are recognized as the related services are rendered. | ||
(ii) | Fixed-price contracts: Revenues from fixed-price contracts, including systems development and integration contracts are recognized using the percentage-of-completion method. Percentage of completion is determined based on direct labor costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. Costs which relate to future activity on the contract are recognized as contract work in progress. If we do not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the income statement in the period in which such losses become probable based on the current contract estimates. |
81
Unbilled revenues represent cost and earnings in excess of billings as at the end of the reporting period. Unearned revenues included in other current liabilities represent billing in excess of revenue recognized. | |||
(iii) | Maintenance contract: Revenue from maintenance contracts is recognized ratably over the period of the contract. |
b) | Products: Revenue from products are recognized when: |
| we have transferred the significant risks and rewards of ownership to the buyer; | ||
| continuing managerial involvement usually associated with ownership and effective control have ceased; | ||
| amount of revenue can be measured reliably; | ||
| it is probable that economic benefits associated with the transaction will flow to the Company; and | ||
| costs incurred or to be incurred in respect of the transaction can be measured reliably. |
c) | Multiple element arrangements: We allocate revenue to each separately identifiable component of the transaction based on the guidance in IAS 18. The total arrangement consideration is allocated to such components based on their relative fair values. | |
d) | Others: The company accounts for volume discounts and pricing incentives to customers by reducing the amount of discount from the amount of revenue recognized at the time of sale. | |
Revenues are shown net of sales tax, value added tax, service tax and applicable discounts and allowances. Revenue includes excise duty and shipping and handling costs. |
a) | Current income tax: As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. We are subject to tax assessments in each of these jurisdictions. A tax assessment can involve complex issues, which can only be resolved over extended time periods. Though we have considered all these issues in estimating our income taxes, there could be an unfavorable resolution of such issues that may affect results of our operations. | ||
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for that period. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. | |||
b) | Deferred income tax: We recognise deferred income tax using the balance sheet approach. Deferred tax is recognized on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. We recognise a deferred tax asset only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and tax loss carry forwards can be utilized. | ||
The measurement of deferred tax assets involves judgment regarding the deductibility of costs not yet subject to taxation and estimates regarding sufficient future taxable income to enable utilization of unused tax losses in different tax jurisdictions. All deferred tax assets are subject to review of probable utilization. | |||
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. | |||
c) | Others: We are subject to a 15% branch profit tax in the United States to the extent the net profit attributable to our U.S. branch for the fiscal year is greater than the increase in the net assets of the U.S. branch for the fiscal year, as computed in accordance with the Internal Revenue Code. We have not triggered the branch profit tax and, consistent with our business plan, we intend to maintain the current level of our net assets in the United States. Accordingly, we did not record a provision for branch profit tax. | ||
We have not recognized a deferred tax liability on undistributed earnings of our subsidiaries because we plan to indefinitely reinvest those undistributed profit of our subsidiaries. |
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a) | Cash flow hedges: Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in statement of income. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in equity is transferred to statement of income upon the occurance of the forecasted transaction. | ||
b) | Hedges of net investment in foreign operations: We designate derivative financial instruments as hedges of net investments in foreign operations. We have also designated a combination of foreign currency denominated borrowings and related cross currency swaps as hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instrument and gains/losses on translation or settlement of foreign currency denominated borrowings designated as hedge of net investment in foreign operations are recognized directly in equity to the extent that the hedge is effective. The cumulative gain or loss previously recognized in equity is transferred to statement of income upon sale or disposal of the related net investment in foreign operation. To the extent that the hedge is ineffective, changes in fair value are recognized in statement of income. | ||
c) | Others: Changes in fair value for derivatives not designated as hedging derivatives are recognized in consolidated statements of income of each period. |
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a) | Goodwill: Goodwill is initially measured at cost being the excess of the cost of the business combination over the Companys share in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities. If the cost of acquisition is less than the fair value of the net assets of the business acquired, the difference is recognized immediately in the income statement. | ||
Goodwill is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash-generating unit or groups of cash-generating units which represent the lowest level at which goodwill is monitored for internal management purposes. | |||
We use market related information, estimates (generally risk adjusted discounted cash flows) to determine the fair values. Cash flow projection take into account past experience and represents managements best estimate about future developments. Key assumptions on which management has based its determination of fair value less costs to sell and value in use include estimated growth rates, weighted average cost of capital and tax rates. These estimates, including the methodology used, can have a material impact on the respective values and ultimately the amount of any goodwill impairment | |||
b) | Intangible: Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. | ||
Intangible assets with finite lives are amortized over the estimated useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and consumed. These estimates are reviewed at least at each financial year end. | |||
The estimated useful lives of the amortizable intangibles assets are as follows: |
Category | Useful life | |
Customer-related intangibles
|
2 to 5 years | |
Marketing related intangibles
|
20 to 30 years |
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| Mr. B C Prabhakar Elected unanimously | ||
| Mr. William Arthur Owens Elected unanimously | ||
| Dr. Jagdish N Sheth Elected unanimously |
| Mr. Azim H Premji | ||
| Mr. N Vaghul | ||
| Dr. Ashok S Ganguly | ||
| Mr. Suresh C Senapaty | ||
| Mr. Girish S Paranjpe | ||
| Mr. Suresh Vaswani | ||
| Mr. P M Sinha |
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Votes | Abstentions/Broker | |||||||||||
Sl. No. | Brief description of the matter put to vote | Votes for * | Against/Withheld | Non-Votes | ||||||||
Ordinary Business |
||||||||||||
1. | To receive, consider and adopt the Balance
Sheet as at March 31, 2009 and the Profit
and Loss Account for the year ended on
that date and the Report of Directors and
Auditors thereon
|
184 | Nil | Nil | ||||||||
2. | To declare final dividend on equity shares
|
184 | Nil | Nil | ||||||||
3. | To appoint Mr B C Prabhakar as Director to
fill the vacancy left by his retirement by
rotation.
|
184 | Nil | Nil | ||||||||
4. | To appoint Mr William Arthur Owens as
Director to fill the vacancy left by his
retirement by rotation
|
184 | Nil | Nil | ||||||||
5. | To appoint Dr Jagdish N Sheth as Director
to fill the vacancy left by his retirement
by rotation
|
184 | Nil | Nil | ||||||||
6. | To re-appoint BSR & Co. Chartered
Accountants, as auditors to hold office
from the conclusion of this Annual General
Meeting till the conclusion of the next
Annual General Meeting at a remuneration
to be decided by the Audit Committee of
the Board in consultation with the
Auditors.
|
184 | Nil | Nil | ||||||||
Special Business |
||||||||||||
7. | To approve by way of Ordinary Resolution
in terms of Sections 269, 309, 311 and
other applicable provisions, if any of the
Companies Act, 1956, the re-appointment of
Mr. Azim H Premji, Chairman and Managing
Director (designed as Chairman) with
effect from July 31, 2009 until July 30,
2011 as well as payment of salary,
commission and perquisites on the terms
and conditions as provided in the
explanatory statement.
|
184 | Nil | Nil |
* | Under the Indian Companies Act, 1956, voting is by show of hands unless a poll is demanded by a member or members present in person, or by proxy holding at least one tenth of the total shares entitled to vote on the resolution or by those holding paid up capital of at least Rs.50,000. Under our Articles of Association, a member present by proxy shall be entitled to vote only on a poll but not on a show of hands, unless such member is a body corporate present by a representative in which case such a proxy shall have a vote on the show of hands as if he were a member. |
86
No. of | No. of | Invalid | Votes | |||||||||||||||||
votes in | votes | number of | not cast | |||||||||||||||||
Sl. No. | Particulars | favour | against | votes | partly | |||||||||||||||
1. | To approve the
proposed merger and
the Scheme of
Amalgamation of
Indian branch
offices of Wipro
Networks Pte
Limited, Singapore
and WMNETSERV
Limited, Cyprus
with Wipro Limited
pursuant to
sections 391 to 394
of the Companies
act, 1956 (the Act)
and Rules 67 to 87
of the Companies
(Court) Rules,
1959(the Rules) and
other applicable
provisions, if any,
of the Act and the
Rules and subject
to sanction by the
Honorable High
Court at Karnataka
and other requisite
concerns and
approvals, if any,
and subject to such
terms and
conditions and
modification(s) as
may be imposed,
prescribed or
suggested by the
Honorable High
Courts or other
appropriate
authorities
|
66 | 0 | 150 | 1 |
87
Exhibit Number | Description of Document | |||
*3.1 | Articles of Association of Wipro Limited, as amended. |
|||
*3.2 | Memorandum of Association of Wipro Limited, as amended. |
|||
*3.3 | Certificate of Incorporation of Wipro Limited, as amended. |
|||
*4.1 | Form of Deposit Agreement (including as an exhibit, the form of American Depositary Receipt). |
|||
*4.2 | Wipros specimen certificate for equity shares. |
|||
19.1 | Wipro
Quarterly report to the
shareholders for the quarter ended September 30, 2009. |
|||
31.1 | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
31.2 | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
32. | Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of
the Sarbanes-Oxley Act of 2002, furnished herewith. |
* | Incorporated by reference to exhibits filed with the Registrants Registration Statement on Form F-1 (File No. 333-46278) in the form declared effective September 26, 2000 and amended exhibits filed with the Registrants Form 6-K (File No. 001-16139) filed with the SEC on July 30, 2008. |
88
Dated: November 4, 2009 | WIPRO LIMITED |
|||
/s/ Suresh C. Senapaty | ||||
Suresh C. Senapaty | ||||
Chief Financial Officer and Director | ||||
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