e6vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the Quarter ended September 30, 2006
Commission File Number 001-16139
WIPRO LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
Karnataka, India
(Jurisdiction of incorporation or organization)
Doddakannelli
Sarjapur Road
Bangalore 560035, Karnataka, India
+91-80-2844-0011
(Address of principal executive offices)
Indicate by check mark if registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Indicate by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g-
3-2(b) under the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to registrant in connection with
Rule 12g 3-2(b)
Not applicable.
TABLE OF CONTENTS
Currency of Presentation and Certain Defined Terms
In this Quarterly Report references to U.S. or United States are to the United States of
America, its territories and its possessions. References to India are to the Republic of India.
References to U.K. are to the United Kingdom. Reference to $ or US$ or dollars or U.S.
dollars are to the legal currency of the United States, references to £ or Pound Sterling are
to the legal currency of the United Kingdom, references to or Euro are to the legal currency
of the European Union, and references to Rs. or Rupees or Indian rupees are to the legal
currency of India. All amounts are in Rs. or in U.S. dollars unless stated otherwise. Our financial
statements are presented in Indian rupees and translated into U.S. dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles (U.S. GAAP). References to
Indian GAAP are to Indian Generally Accepted Accounting Principles. References to a particular
fiscal year are to our fiscal year ended March 31 of such year.
All references to we, us, our, Wipro or the Company shall mean Wipro Limited and, unless
specifically indicated otherwise or the context indicates otherwise, our consolidated subsidiaries.
Wipro is our registered trademark in the United States and India. All other trademarks or trade
names used in this Quarterly Report on Form 6K are the property of the respective owners.
Except as otherwise stated in this Quarterly Report, all translations from Indian rupees to U.S.
dollars are based on the noon buying rate in the City of New York on September 29, 2006, for cable
transfers in Indian rupees as certified for customs purposes by the Federal Reserve Bank of New
York which was Rs. 45.95 per $1.00. 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. Any discrepancies in any table between totals and sums of the amounts listed are due to
rounding. Information contained in our website, www.wipro.com, is not part of this Quarterly
Report.
Forward-Looking Statements May Prove Inaccurate
IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A
DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE SECTIONS ENTITLED RISK FACTORS
AND MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS AND
ELSEWHERE IN THIS REPORT. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH REFLECT MANAGEMENTS ANALYSIS ONLY AS OF THE DATE HEREOF. IN
ADDITION, READERS SHOULD CAREFULLY REVIEW THE OTHER INFORMATION IN THIS QUARTERLY REPORT AND IN THE
COMPANYS PERIODIC REPORTS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(SEC) FROM TIME TO TIME.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
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As of September 30, |
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As of March 31, |
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|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
Convenience |
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translation into |
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US$ |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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|
ASSETS |
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Current assets: |
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|
|
|
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|
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|
|
|
|
|
|
Cash and cash equivalents (Note 4) |
|
Rs. |
4,214.08 |
|
|
Rs. |
4,143.97 |
|
|
$ |
90.18 |
|
|
Rs. |
8,857.70 |
|
Investments in liquid and short-term mutual funds (Note 8) |
|
|
27,715.50 |
|
|
|
33,046.40 |
|
|
|
719.18 |
|
|
|
30,328.42 |
|
Accounts receivable, net of allowances (Note 5) |
|
|
16,889.74 |
|
|
|
24,698.81 |
|
|
|
537.51 |
|
|
|
20,593.11 |
|
Costs and earnings in excess of billings on contracts in progress |
|
|
4,539.89 |
|
|
|
5,439.48 |
|
|
|
118.38 |
|
|
|
4,336.06 |
|
Inventories (Note 6) |
|
|
1,736.74 |
|
|
|
2,425.59 |
|
|
|
52.79 |
|
|
|
2,064.61 |
|
Deferred income taxes |
|
|
111.79 |
|
|
|
220.17 |
|
|
|
4.79 |
|
|
|
168.28 |
|
Other current assets (Note 7) |
|
|
4,157.42 |
|
|
|
6,297.27 |
|
|
|
137.05 |
|
|
|
5,463.04 |
|
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|
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|
|
|
|
|
|
|
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Total current assets |
|
|
59,365.16 |
|
|
|
76,271.69 |
|
|
|
1,659.88 |
|
|
|
71,811.22 |
|
Property, plant and equipment, net (Note 9) |
|
|
15,211.91 |
|
|
|
21,195.04 |
|
|
|
461.26 |
|
|
|
17,777.40 |
|
Investments in affiliates (Note 13) |
|
|
908.44 |
|
|
|
1,200.45 |
|
|
|
26.13 |
|
|
|
1,043.09 |
|
Deferred income taxes |
|
|
227.27 |
|
|
|
55.84 |
|
|
|
1.22 |
|
|
|
182.91 |
|
Intangible assets, net (Note 10) |
|
|
352.87 |
|
|
|
2,376.42 |
|
|
|
51.72 |
|
|
|
854.33 |
|
Goodwill (Note 3,10) |
|
|
5,924.87 |
|
|
|
11,454.87 |
|
|
|
249.29 |
|
|
|
7,480.85 |
|
Other assets (Note 7) |
|
|
1,244.04 |
|
|
|
1,528.00 |
|
|
|
33.25 |
|
|
|
1,243.99 |
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|
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|
|
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|
|
|
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Total assets |
|
Rs. |
83,234.56 |
|
|
|
114,082.31 |
|
|
$ |
2,482.75 |
|
|
Rs. |
100,393.78 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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|
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Borrowings from banks (Note 15) |
|
Rs. |
1,175.10 |
|
|
|
807.43 |
|
|
$ |
17.57 |
|
|
Rs. |
704.55 |
|
Current portion of long-term debt |
|
|
|
|
|
|
89.86 |
|
|
|
1.96 |
|
|
|
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Accounts payable |
|
|
3,588.38 |
|
|
|
4,589.65 |
|
|
|
99.88 |
|
|
|
4,145.96 |
|
Accrued expenses |
|
|
5,525.82 |
|
|
|
7,711.19 |
|
|
|
167.82 |
|
|
|
6,600.63 |
|
Accrued employee costs |
|
|
3,750.21 |
|
|
|
4,884.59 |
|
|
|
106.30 |
|
|
|
4,425.12 |
|
Advances from customers |
|
|
1,718.03 |
|
|
|
2,212.21 |
|
|
|
48.14 |
|
|
|
1,616.26 |
|
Other current liabilities (Note 11) |
|
|
3,018.89 |
|
|
|
5,632.14 |
|
|
|
122.57 |
|
|
|
3,614.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
18,776.43 |
|
|
|
25,927.07 |
|
|
|
564.25 |
|
|
|
21,106.94 |
|
Long-term debt, excluding current portion |
|
|
|
|
|
|
105.65 |
|
|
|
2.30 |
|
|
|
|
|
Deferred income taxes |
|
|
3.28 |
|
|
|
468.08 |
|
|
|
10.19 |
|
|
|
127.46 |
|
Other liabilities |
|
|
324.16 |
|
|
|
460.86 |
|
|
|
10.03 |
|
|
|
395.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
19,103.87 |
|
|
|
26.961.66 |
|
|
|
586.76 |
|
|
|
21,629.44 |
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Stockholders equity: |
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Equity shares at Rs. 2 par value: 1,650,000,000 shares
authorized; Issued and outstanding: 1,425,754,267, 1,414,957,082
and 1,434,563,895 shares as of March 31, 2006, September 30, 2005
and 2006 (Note 16, 17) |
|
|
2,829.91 |
|
|
|
2,869.13 |
|
|
|
62.44 |
|
|
|
2,851.51 |
|
Additional paid-in capital (Note 22) |
|
|
13,791.14 |
|
|
|
17,532.90 |
|
|
|
381.56 |
|
|
|
16,521.07 |
|
Deferred stcok compensation (Note 22) |
|
|
(2,674.34 |
) |
|
|
|
|
|
|
|
|
|
|
(2,202.42 |
) |
Accumulated other comprehensive income |
|
|
321.71 |
|
|
|
577.58 |
|
|
|
12.56 |
|
|
|
433.70 |
|
Retained earnings (Note 18) |
|
|
49,862.35 |
|
|
|
66,141.12 |
|
|
|
1,439.45 |
|
|
|
61,160.56 |
|
Equity shares held by a controlled Trust: 7,869,060 shares as of
March 31, 2006, September 30, 2005 and 2006 (Note 22) |
|
|
(0.08 |
) |
|
|
(0.08 |
) |
|
|
(0.00 |
) |
|
|
(0.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
64,130.69 |
|
|
|
87,120.65 |
|
|
|
1,895.99 |
|
|
|
78,764.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
Rs. |
83,234.56 |
|
|
|
114,082.31 |
|
|
$ |
2,482.75 |
|
|
Rs. |
100,393.78 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
See accompanying notes to the consolidated financial statements.
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except share data)
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Three months ended September 30, |
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
Convenience |
|
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|
|
|
|
|
|
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translation |
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translation |
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into US$ |
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|
into US$ |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Revenues: |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global IT Services and Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
IT Services |
|
Rs. |
17,052.15 |
|
|
|
24,875.88 |
|
|
$ |
541.37 |
|
|
Rs. |
32,653.98 |
|
|
|
47,289.38 |
|
|
$ |
1,029.15 |
|
BPO Services |
|
|
1,824.02 |
|
|
|
2,303.02 |
|
|
|
50.12 |
|
|
|
3,652.06 |
|
|
|
4,402.22 |
|
|
|
95.80 |
|
India and AsiaPac IT Services and Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
1,422.73 |
|
|
|
2,076.98 |
|
|
|
45.20 |
|
|
|
2,845.34 |
|
|
|
3,685.25 |
|
|
|
80.20 |
|
Products |
|
|
2,479.08 |
|
|
|
2,921.89 |
|
|
|
63.59 |
|
|
|
4,468.82 |
|
|
|
5,669.80 |
|
|
|
123.39 |
|
Consumer Care and Lighting |
|
|
1,358.75 |
|
|
|
1,870.81 |
|
|
|
40.71 |
|
|
|
2,681.02 |
|
|
|
3,520.80 |
|
|
|
76.62 |
|
Others |
|
|
829.68 |
|
|
|
1,089.31 |
|
|
|
23.71 |
|
|
|
1,530.37 |
|
|
|
1,882.74 |
|
|
|
40.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
24,966.41 |
|
|
|
35,137.89 |
|
|
|
764.70 |
|
|
|
47,831.59 |
|
|
|
66,450.19 |
|
|
|
1,446.14 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global IT Services and Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT Services |
|
|
11,065.97 |
|
|
|
16,467.49 |
|
|
|
358.38 |
|
|
|
20,908.81 |
|
|
|
31,084.87 |
|
|
|
676.49 |
|
BPO Services |
|
|
1,390.26 |
|
|
|
1,498.67 |
|
|
|
32.62 |
|
|
|
2,862.53 |
|
|
|
2,991.92 |
|
|
|
65.11 |
|
India and AsiaPac IT Services and Product |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
829.86 |
|
|
|
1,191.44 |
|
|
|
25.93 |
|
|
|
1,680.27 |
|
|
|
2,082.63 |
|
|
|
45.32 |
|
Products |
|
|
2,219.88 |
|
|
|
2,642.92 |
|
|
|
57.52 |
|
|
|
3,986.08 |
|
|
|
5,131.03 |
|
|
|
111.67 |
|
Consumer Care and Lighting |
|
|
878.44 |
|
|
|
1,242.64 |
|
|
|
27.04 |
|
|
|
1,704.27 |
|
|
|
2,299.03 |
|
|
|
50.03 |
|
Others |
|
|
614.21 |
|
|
|
797.95 |
|
|
|
17.37 |
|
|
|
1,139.13 |
|
|
|
1,433.40 |
|
|
|
31.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
16,998.62 |
|
|
|
23,841.12 |
|
|
|
518.85 |
|
|
|
32,281.09 |
|
|
|
45,022.88 |
|
|
|
979.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
7,967.79 |
|
|
|
11,296.77 |
|
|
|
245.85 |
|
|
|
15,550.50 |
|
|
|
21,427.31 |
|
|
|
466.32 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing expenses |
|
|
(1,599.45 |
) |
|
|
(2,160.05 |
) |
|
|
(47.01 |
) |
|
|
(3,239.50 |
) |
|
|
(4,196.50 |
) |
|
|
(91.33 |
) |
General and administrative expenses |
|
|
(1,261.57 |
) |
|
|
(1,793.86 |
) |
|
|
(39.04 |
) |
|
|
(2,432.53 |
) |
|
|
(3,271.93 |
) |
|
|
(71.21 |
) |
Research and development expenses |
|
|
(46.31 |
) |
|
|
(70.69 |
) |
|
|
(1.54 |
) |
|
|
(88.86 |
) |
|
|
(128.02 |
) |
|
|
(2.79 |
) |
Amortization of intangible assets (Note 10) |
|
|
(10.54 |
) |
|
|
(88.26 |
) |
|
|
(1.92 |
) |
|
|
(25.08 |
) |
|
|
(141.76 |
) |
|
|
(3.09 |
) |
Foreign exchange gains/(losses), net |
|
|
55.29 |
|
|
|
2.38 |
|
|
|
0.05 |
|
|
|
(92.94 |
) |
|
|
(16.39 |
) |
|
|
(0.36 |
) |
Others, net |
|
|
13.44 |
|
|
|
282.00 |
|
|
|
6.14 |
|
|
|
32.20 |
|
|
|
304.85 |
|
|
|
6.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
5,118.65 |
|
|
|
7,468.29 |
|
|
|
162.53 |
|
|
|
9,703.79 |
|
|
|
13,977.56 |
|
|
|
304.19 |
|
Other income, net (Note 19) |
|
|
293.53 |
|
|
|
471.19 |
|
|
|
10.25 |
|
|
|
507.15 |
|
|
|
978.70 |
|
|
|
21.30 |
|
Equity in earnings/(losses) of affiliates (Note 13) |
|
|
82.95 |
|
|
|
92.01 |
|
|
|
2.00 |
|
|
|
139.20 |
|
|
|
157.37 |
|
|
|
3.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes, minority interest and
cumulative effect of change in accounting principle |
|
|
5,495.13 |
|
|
|
8,031.49 |
|
|
|
174.79 |
|
|
|
10,350.14 |
|
|
|
15,113.63 |
|
|
|
328.91 |
|
Income taxes (Note 21) |
|
|
(790.95 |
) |
|
|
(1,068.22 |
) |
|
|
(23.25 |
) |
|
|
(1,376.98 |
) |
|
|
(2,047.44 |
) |
|
|
(44.56 |
) |
Minority interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.40 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting
principle |
|
|
4,704.18 |
|
|
|
6,963.27 |
|
|
|
151.54 |
|
|
|
8,971.76 |
|
|
|
13,066.19 |
|
|
|
284.36 |
|
Cumulative effect of change in accounting principle (Note 2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39.09 |
|
|
|
0.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
Rs. |
4,704.18 |
|
|
|
6,963.27 |
|
|
$ |
151.54 |
|
|
Rs. |
8,971.76 |
|
|
|
13,105.28 |
|
|
$ |
285.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per equity share: (Note 23) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in
accounting principle |
|
|
3.35 |
|
|
|
4.89 |
|
|
|
0.11 |
|
|
|
6.40 |
|
|
|
9.19 |
|
|
|
0.20 |
|
Cumulative effect of change in accounting principle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.03 |
|
|
|
0.00 |
|
Net income |
|
|
3.35 |
|
|
|
4.89 |
|
|
|
0.11 |
|
|
|
6.40 |
|
|
|
9.22 |
|
|
|
0.20 |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in
accounting principle |
|
|
3.32 |
|
|
|
4.83 |
|
|
|
0.11 |
|
|
|
6.33 |
|
|
|
9.08 |
|
|
|
0.20 |
|
Cumulative effect of change in accounting principle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.03 |
|
|
|
0.00 |
|
Net income |
|
|
3.32 |
|
|
|
4.83 |
|
|
|
0.11 |
|
|
|
6.33 |
|
|
|
9.11 |
|
|
|
0.20 |
|
Weighted average number of equity shares used in computing
earnings per equity share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
1,403,065,125 |
|
|
|
1,424,691,434 |
|
|
|
|
|
|
|
1,401,305,426 |
|
|
|
1,422,047,916 |
|
|
|
|
|
Diluted |
|
|
1,416,017,738 |
|
|
|
1,442,389,536 |
|
|
|
|
|
|
|
1,417,562,951 |
|
|
|
1,439,517,160 |
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
(in millions, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Equity Shares held by a |
|
|
Total |
|
|
|
Equity Shares |
|
|
Paid in |
|
|
Deferred Stock |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
Retained |
|
|
Controlled Trust |
|
|
Stockholders' |
|
|
|
No. of Shares |
|
|
Amount |
|
|
Capital |
|
|
Compensation |
|
|
Income |
|
|
Income/(loss) |
|
|
Earnings |
|
|
No. of Shares |
|
|
Amount |
|
|
Equity |
|
Balance as of March 31, 2005 |
|
|
1,407,141,044 |
|
|
Rs. |
1,407.14 |
|
|
Rs. |
13,272.57 |
|
|
Rs. |
(3,185.14 |
) |
|
|
|
|
|
Rs. |
96.09 |
|
|
Rs. |
45,138.37 |
|
|
|
(7,893,060 |
) |
|
Rs. |
(0.08 |
) |
|
Rs. |
56,728.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,997.74 |
) |
|
|
|
|
|
|
|
|
|
|
(3,997.74 |
) |
Issuance of equity shares on exercise
of options (unaudited) |
|
|
7,816,038 |
|
|
|
10.98 |
|
|
|
1,849.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,860.03 |
|
Stock split effected in the form of
stock dividend (unaudited) |
|
|
|
|
|
|
1,411.79 |
|
|
|
(1,161.75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(250.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Equity shares granted by Trust
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000 |
|
|
|
|
|
|
|
|
|
Reversals related to employee stock
incentive plan, net of issuances
(unaudited) (Note 22) |
|
|
|
|
|
|
|
|
|
|
(168.73 |
) |
|
|
142.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25.96 |
) |
Amortization of compensation related to
employee stock incentive plan
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
368.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
368.03 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
8,971.76 |
|
|
|
|
|
|
|
8,971.76 |
|
|
|
|
|
|
|
|
|
|
|
8,971.76 |
|
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on investment
securities, net (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on cash flow hedging
derivatives, net (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income /
(loss) (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225.62 |
|
|
|
225.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
9,197.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2005
(unaudited) |
|
|
1,414,957,082 |
|
|
Rs. |
2,829.91 |
|
|
Rs. |
13,791.14 |
|
|
Rs. |
(2,674.34 |
) |
|
Rs. |
9,197.38 |
|
|
Rs. |
321.71 |
|
|
Rs. |
49,862.35 |
|
|
|
(7,869,060 |
) |
|
Rs. |
(0.08 |
) |
|
Rs. |
64,130.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2006 |
|
|
1,425,754,267 |
|
|
|
2,851.51 |
|
|
|
16,521.07 |
|
|
|
(2,202.42 |
) |
|
|
11,410.20 |
|
|
|
433.70 |
|
|
|
61,160.56 |
|
|
|
(7,869,060 |
) |
|
|
(0.08 |
) |
|
|
78,764.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of deferred stock
compensation balance on adoption of
SFAS 123 No. ( R ) (Note 2) |
|
|
|
|
|
|
|
|
|
|
(2,202.42 |
) |
|
|
2,202.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in
accounting principle (Note 2) |
|
|
|
|
|
|
|
|
|
|
(39.09 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(39.09 |
) |
Issuance of equity shares on exercise
of options (unaudited) |
|
|
8,809,628 |
|
|
|
17.62 |
|
|
|
2,705.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,723.45 |
|
Amortisation of compensation related
to employee stock incentive plan
(unaudited) (Note 2) |
|
|
|
|
|
|
|
|
|
|
547.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
547.51 |
|
Cash dividend (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,124.72 |
) |
|
|
|
|
|
|
|
|
|
|
(8,124.72 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,105.28 |
|
|
|
|
|
|
|
13,105.28 |
|
|
|
|
|
|
|
|
|
|
|
13,105.28 |
|
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealised gain on investment
securities, net (net of tax effect of
Rs. 48.14) (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealised gain on cash flow hedging
derivatives, net (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33.84 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income/(loss)
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143.88 |
|
|
|
143.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,245.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Equity Shares held by a |
|
|
Total |
|
|
|
Equity Shares |
|
|
Paid in |
|
|
Deferred Stock |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
Retained |
|
|
Controlled Trust |
|
|
Stockholders' |
|
|
|
No. of Shares |
|
|
Amount |
|
|
Capital |
|
|
Compensation |
|
|
Income |
|
|
Income/(loss) |
|
|
Earnings |
|
|
No. of Shares |
|
|
Amount |
|
|
Equity |
|
Balance as of September 30, 2006
(unaudited) |
|
|
1,434,563,895 |
|
|
|
2,869.13 |
|
|
|
17,532.90 |
|
|
|
|
|
|
|
|
|
|
|
577.58 |
|
|
|
66,141.12 |
|
|
|
(7,869,060 |
) |
|
|
(0.08 |
) |
|
|
87,120.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2006
(unaudited) ($) |
|
|
|
|
|
$ |
62.44 |
|
|
$ |
381.56 |
|
|
|
|
|
|
|
|
|
|
$ |
12.56 |
|
|
$ |
1,439.45 |
|
|
|
|
|
|
$ |
(0.00 |
) |
|
$ |
1,895.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
US$ |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
Rs. |
8,971.76 |
|
|
|
13,105.28 |
|
|
$ |
285.21 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of property, plant and equipment |
|
|
(7.29 |
) |
|
|
(5.16 |
) |
|
|
(0.11 |
) |
Cumulative effect of change in accounting principle |
|
|
|
|
|
|
(39.09 |
) |
|
|
(0.85 |
) |
Depreciation and amortization |
|
|
1,506.07 |
|
|
|
2,043.52 |
|
|
|
44.47 |
|
Deferred tax charge/(benefit) |
|
|
29.13 |
|
|
|
(52.27 |
) |
|
|
(1.14 |
) |
Unrealised exchange (gain)/loss |
|
|
|
|
|
|
354.21 |
|
|
|
7.71 |
|
(Gain)/loss on sale of investment securities |
|
|
(46.89 |
) |
|
|
(174.91 |
) |
|
|
(3.81 |
) |
Amortization of stock compensation |
|
|
342.07 |
|
|
|
547.51 |
|
|
|
11.92 |
|
Equity in earnings of affiliates |
|
|
(139.20 |
) |
|
|
(157.37 |
) |
|
|
(3.42 |
) |
Minority interest |
|
|
1.40 |
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(2,083.38 |
) |
|
|
(3,479.05 |
) |
|
|
(75.71 |
) |
Costs and earnings in excess of billings on contracts in progress |
|
|
(1,800.24 |
) |
|
|
(1,103.42 |
) |
|
|
(24.01 |
) |
Inventories |
|
|
32.42 |
|
|
|
(300.87 |
) |
|
|
(6.55 |
) |
Other assets |
|
|
(1,487.36 |
) |
|
|
(690.37 |
) |
|
|
(15.02 |
) |
Accounts payable |
|
|
(124.84 |
) |
|
|
49.26 |
|
|
|
1.07 |
|
Accrued expenses and employee costs |
|
|
2,281.09 |
|
|
|
1,570.04 |
|
|
|
34.17 |
|
Advances from customers |
|
|
438.39 |
|
|
|
595.95 |
|
|
|
12.97 |
|
Other liabilities |
|
|
937.78 |
|
|
|
1,109.08 |
|
|
|
24.14 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
8,850.91 |
|
|
|
13,372.34 |
|
|
|
291.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Expenditure on property, plant and equipment |
|
|
(3,490.57 |
) |
|
|
(5,082.49 |
) |
|
|
(110.61 |
) |
Proceeds from sale of property, plant and equipment |
|
|
47.56 |
|
|
|
183.33 |
|
|
|
3.99 |
|
Purchase of investments in liquid and short-term mutual funds |
|
|
(23,662.41 |
) |
|
|
(46,959.48 |
) |
|
|
(1,021.97 |
) |
Proceeds from sale of investments in liquid and short-term mutual funds |
|
|
19,175.91 |
|
|
|
44,568.90 |
|
|
|
969.94 |
|
Payment for acquisitions, net of cash acquired |
|
|
(852.00 |
) |
|
|
(5,344.95 |
) |
|
|
(116.32 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(8,781.51 |
) |
|
|
(12,634.69 |
) |
|
|
(274.97 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of equity shares |
|
|
1,860.03 |
|
|
|
2,723.45 |
|
|
|
59.27 |
|
Proceeds from/(repayments of) short-term borrowing from banks, net |
|
|
611.13 |
|
|
|
125.38 |
|
|
|
2.73 |
|
Repayment of long-term debt |
|
|
|
|
|
|
(182.97 |
) |
|
|
(3.98 |
) |
Payment of cash dividends |
|
|
(3,997.74 |
) |
|
|
(8,124.72 |
) |
|
|
(176.82 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(1,526.58 |
) |
|
|
(5,458.86 |
) |
|
|
(118.80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents during the period |
|
|
(1,457.18 |
) |
|
|
(4,721.21 |
) |
|
|
(102.75 |
) |
Effect of exchange rate changes on cash |
|
|
0.50 |
|
|
|
7.48 |
|
|
|
0.16 |
|
Cash and cash equivalents at the beginning of the period |
|
|
5,670.76 |
|
|
|
8,857.70 |
|
|
|
192.77 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
Rs. |
4,214.08 |
|
|
|
4,143.97 |
|
|
$ |
90.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
Rs. |
8.99 |
|
|
|
36.02 |
|
|
$ |
0.78 |
|
Cash paid for taxes |
|
|
1,895.35 |
|
|
|
1,759.86 |
|
|
|
38.30 |
|
See accompanying notes to the consolidated financial statements.
WIPRO LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share data and where otherwise stated)
1. Overview
Wipro Limited (Wipro), together with its subsidiaries Wipro Inc., Wipro Holdings (Mauritius)
Limited, Wipro Chandrika Limited, Wipro Travel Services Limited, Wipro Trademarks Holdings Limited,
Wipro Japan KK, Wipro Infrastructure Engineering Limited (formerly known as Wipro Fluid Power
Limited), Spectramind Inc., Wipro Cyprus Private Limited, Quantech Global Services Ltd., Wipro
Healthcare IT Limited, Wipro Consumer Care Limited, Wipro Shanghai Limited and affiliates WeP
Peripherals Limited and Wipro GE Medical Systems Limited (collectively, referred to as the Company)
is a leading India based provider of IT Services and Products, including Business Process
Outsourcing (BPO) services, globally. Further, Wipro has other businesses such as India and
AsiaPac IT Services and Products and Consumer Care and Lighting. Wipro is headquartered in
Bangalore, India.
2. Significant Accounting Policies
The preparation of consolidated financial statements in conformity with U.S. generally
accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, revenues and expenses and disclosure of
contingent assets and liabilities. Actual results could differ from these estimates.
Basis of preparation of financial statements. The accompanying unaudited consolidated
financial statements of the Company have been prepared in accordance with accounting principles
generally accepted in the United States.
Interim information presented in the consolidated financial statements has been prepared by
the management without audit and, in the opinion of management, includes all adjustments of a
normal recurring nature that are necessary for the fair presentation of the financial position,
results of operations and cash flows for the periods shown, and is in accordance with U.S. GAAP.
These financial statements should be read in conjunction with the consolidated financial statements
and related notes included in the Companys annual report on Form 20-F for the fiscal year ended
March 31, 2006.
Functional currency and exchange rate translation. The functional currency of Wipro and
certain of its foreign subsidiaries is the Indian rupee. For certain other foreign subsidiaries,
the functional currency is their local currency. The translation of the functional currency of
these foreign subsidiaries into Indian rupee is performed for balance sheet accounts using the
exchange rate in effect at the balance sheet date and for revenue and expense accounts using an
appropriate monthly weighted-average exchange rate for the respective periods. The gains or losses
resulting from such translation are reported as a separate component of stockholders equity.
Foreign currency transactions are translated into the functional currency at the rates of
exchange prevailing on the date of respective transactions. Monetary assets and liabilities in
foreign currency are translated into functional currency at the exchange rates prevailing on the
balance sheet date. The resulting exchange gains/losses are included in the statement of income.
Convenience translation. The accompanying consolidated financial statements have been reported
in Indian rupees, the national currency of India. Solely for the convenience of the readers, the
financial statements as of and for the six months ended September 30, 2006, have been translated
into US dollars at the noon buying rate in New York City on September 29, 2006, for cable transfers
in Indian rupees, as certified for customs purposes by the Federal Reserve Bank of New York of $1 =
Rs. 45.95. 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.
Principles of consolidation. The consolidated financial statements include the financial
statements of Wipro and all of its subsidiaries, which are more than 50% owned and controlled. All
material inter-company accounts and transactions are eliminated on consolidation. The Company
accounts for investments by the equity method where its investment in the voting stock gives it the
ability to exercise significant influence over the investee.
Cash equivalents. The Company considers investments in highly liquid investments with
remaining maturities, at the date of purchase/investment, of three months or less to be cash
equivalents.
Revenue recognition. Revenue from services, as rendered, are recognized when persuasive
evidence of an arrangement exists, the sales price is fixed or determinable and collectibility is
reasonably assured. Revenues from software development services comprise revenues from
time-and-material and fixed-price contracts. Revenue on time-and-material contracts is recognized
as the related services are performed. Revenue from fixed-price, fixed-time frame contracts is
recognized in accordance with the percentage of completion method. Guidance has been drawn from the
Accounting Standards Executive Committees conclusion in paragraph 95 of Statement of Position
(SOP) 97-2, Software Revenue Recognition, to account for revenue from fixed price arrangements for
software development and related services in conformity with SOP 81-1, Accounting for Performance
of Construction-Type and Certain Production-Type Contracts. The input (cost expended) method has
been used to measure progress towards completion as there is a direct relationship between input
and productivity. Provisions for estimated losses on contracts-in-progress are recorded in the
period in which such losses become probable based on the current contract estimates. Maintenance
revenue is deferred and recognized ratably over the term of the agreement. Revenue from customer
training, support and other services is recognized as the related service is performed. Costs that
are incurred for a specific anticipated contract and that will result in no future benefits unless
the contract is obtained are not included in contract costs before the receipt of the contract.
However, such costs are deferred only if the cost can be directly associated with specific
anticipated contract and the recoverability from that contract is deemed to be probable.
Revenue from sale of products is recognized when persuasive evidence of an arrangement exists,
the product has been delivered in accordance with sales contract, the sales price is fixed or
determinable and collectibility is reasonably assured.
The Company has elected to adopt the guidance in EITF Issue No. 00-21 for all revenue
arrangements with multiple deliverables.
Based on this guidance, the Company recognizes revenues on the delivered products or services
only if:
|
|
|
The revenue recognition criteria applicable to the unit of accounting is met; |
|
|
|
|
The delivered element has value to the customer on a standalone basis. The delivered
unit will have value on a standalone basis if it is being sold separately by other
vendors or the customer could resell the deliverable on a standalone basis; |
|
|
|
|
There is objective and reliable evidence of the fair value of the undelivered
item(s); and |
|
|
|
|
If the arrangement includes a general right of return relative to the delivered
item, delivery or performance of the undelivered item(s) is considered probable and
substantially in control of the Company. |
The arrangement consideration is allocated to the units of accounting based on their fair
values. The revenue recognized for the delivered items is limited to the amount that is not
contingent upon the delivery or performance of the undelivered items.
In certain cases, the application of the contingent revenue provisions of EITF Issue No. 00-21
could result in recognizing a loss on the delivered element. In such cases, the cost recognized is
limited to the amount of non-contingent revenues recognized and the balance costs are recorded as
an asset and are reviewed for impairment based on the estimated net cash flows to be received for
future deliverables under the contract. These costs are subsequently recognized on recognition of
the revenue allocable to the balance deliverables.
Revenues from BPO Services are derived from both time-based and unit-priced contracts. Revenue
is recognized as the related services are performed, in accordance with the specific terms of the
contract with the customers.
Revenues are shown net of excise duty, sales tax, value added tax, service tax and applicable
discounts and allowances
When the Company receives advance payments from customers for sale of products or provision of
services, such payments are reported as advances from customers until all conditions for revenue
recognition are met.
Volume discount. The Company accounts for volume discounts and pricing incentives to customers
using the guidance in EITF Issue 01-09, Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendors Products). The discount terms in the Companys
arrangements with customers generally entitle the customer to discounts, if the customer completes
a specified level of revenue transactions. In some arrangements, the level of discount varies with
increases in the levels of revenue transactions. The Company recognizes discount obligations as a
reduction of revenue based on the ratable allocation of the discount to each of the underlying
revenue transactions that result in progress by the customer toward earning the discount. The
Company recognizes the liability based on its estimate of the customers future purchases. If the
Company cannot reasonably estimate the customers future purchases, then the liability is recorded
based on the maximum potential level of discount. The Company recognizes changes in the estimated
amount of obligations for discounts using a cumulative catch-up adjustment.
Warranty costs. 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.
Shipping and handling costs. Shipping and handling costs are included in selling and marketing
expenses.
Inventories. Inventories are stated at the lower of cost and market value. Cost is determined
using the weighted-average method for all categories of inventories.
Investment securities. The Company classifies its debt and equity securities in one of the
three categories: trading, held-to-maturity or available-for-sale, at the time of purchase and
re-evaluates such classifications as of each balance sheet date. Trading and available-for-sale
securities are recorded at fair value. Held-to-maturity securities are recorded at amortized cost,
adjusted for the amortization or accretion of premiums or discounts. Unrealized holding gains and
losses on trading securities are included in income. Temporary unrealized holding gains and losses,
net of the related tax effect, on available-for-sale securities are excluded from income and are
reported as a part of other comprehensive income in stockholders equity until realized. Realized
gains and losses from the sale of trading and available-for-sale securities are determined on a
first-in-first out basis and are included in income. A decline in the fair value of any
available-for-sale or held-to-maturity security below cost that is deemed to be other than
temporary results in a reduction in carrying amount to fair value with a charge to the income
statement. Fair value for mutual fund units is based on published per unit value, which is the
basis for current transactions. Non-readily marketable equity securities for which there is no
readily determinable fair value are recorded at cost, subject to an impairment charge to the income
statement for any other than temporary decline in value.
Investments in affiliates. The Companys equity in the earnings/(losses) of affiliates is
included in the statement of income and the Companys share of net assets of affiliates is included
in the balance sheet.
Shares issued by subsidiary/affiliate. The issuance of stock by a subsidiary/affiliate to
third parties reduces the proportionate ownership interest in the investee. Unless the issuance of
such stock is part of a broader corporate reorganization or unless realization is not assured, the
Company recognizes a gain or loss, equal to the difference between the issuance price per share and
the Companys carrying amount per share. Such gain or loss is recognized in the statement of income
when the transaction occurs.
Property, plant and equipment. Property, plant and equipment are stated at cost. The Company
depreciates property, plant and equipment over the estimated useful life using the straight-line
method. Assets under capital lease are amortized over their estimated useful life or the lease
term, as appropriate. The estimated useful lives of assets are as follows:
|
|
|
Buildings
|
|
30 to 60 years |
Plant and machinery
|
|
2 to 20 years |
Furniture, fixtures and equipment
|
|
5 years |
Vehicles
|
|
4 years |
Computer software
|
|
2 years |
Software for internal use is primarily acquired from third-party vendors and is in ready
to use condition. Costs for acquiring this software are capitalized and subsequent costs are
charged to the statement of income. The capitalized costs are amortized on a straight-line basis
over the estimated useful life of the software.
Deposits paid towards the acquisition of property, plant and equipment outstanding as of each
balance sheet date and the cost of property, plant and equipment not ready for use before such date
are disclosed under capital work-in-progress. The interest cost incurred for funding an asset
during its construction period is capitalized based on the actual investment in the asset and the
average cost of funds. The capitalized interest is included in the cost of the relevant asset and
is depreciated over the estimated useful life of the asset.
Business combinations, goodwill and intangible assets. In accordance with Statement of
Financial Accounting Standards (SFAS) No. 141, Business Combinations, the Company uses the purchase
method of accounting for all business combinations consummated after June 30, 2001. Intangible
assets acquired in a business combination are recognized and reported apart from goodwill if they
meet the criteria specified in SFAS No. 141. Any purchase price allocated to an assembled workforce
is not accounted separately.
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, all assets and
liabilities of the acquired business including goodwill are assigned to the reporting units. The
Company does not amortize goodwill but instead tests goodwill for impairment at least annually,
using a two step impairment process.
The fair value of the reporting unit is first compared to its carrying value. The fair value
of reporting units is determined using the income approach. If the fair value of the reporting unit
exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If
the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the
reporting unit, then the implied fair value of the reporting units goodwill is compared with the
carrying value of the reporting units goodwill. The implied fair value of goodwill is determined
in the same manner as the amount of goodwill recognized in a business combination. If the carrying
value of a reporting units goodwill exceeds its implied fair value, then an impairment loss equal
to the difference is recorded.
Intangible assets acquired individually, with a group of other assets or in a business
combination are carried at cost less accumulated amortization. The intangible assets are amortized
over their estimated useful lives in proportion to the economic benefits consumed in each period.
The estimated useful lives of the intangible assets are as follows:
|
|
|
|
Customer-related intangibles
|
|
2 to 5 years |
|
Marketing-related intangibles
|
|
2 to 20 years |
|
Technology-based intangibles
|
|
5 years |
|
Start-up costs. Cost of start-up activities including organization costs are expensed as
incurred.
Research and development. Revenue expenditure on research and development is expensed as
incurred. Capital expenditure incurred on equipment and facilities that are acquired or constructed
for research and development activities and having alternative future uses, is capitalized as
tangible assets when acquired or constructed. Software product development costs are expensed as
incurred until technological feasibility is achieved.
Impairment or disposal of long-lived assets. Long-lived assets, including certain identifiable
intangible assets, to be held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be recoverable. Such assets
are considered to be impaired if the carrying amount of the assets is higher than the future
undiscounted net cash flows expected to be generated from the assets. The impairment amount to be
recognized is measured by the amount by which the carrying value of the assets exceeds its fair
value.
The Company measures long-lived assets held-for-sale, at the lower of carrying amount or fair
value, less costs to sell.
Earnings per share. In accordance with SFAS No. 128, Earnings per Share, basic earnings per
share is computed using the weighted-average number of common shares outstanding during the period.
Diluted earnings per share is computed using the weighted-average number of common and dilutive
common equivalent shares outstanding during the period, using the treasury stock method for options
and warrants, except where the results would be antidilutive.
Income taxes. Income taxes are accounted for using the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss carry-forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. The deferred tax asset is reduced by a valuation allowance if it is more likely
than not that some portion or all of the asset will not be realized.
The income tax provision for the interim periods is based on the best estimate of the
effective tax rate expected to be applicable for the full fiscal year. Changes in interim periods
to tax provisions, for changes in judgments or settlements relating to tax exposure items of
earlier years, are recorded as discrete items in the interim period of change.
Stock-based compensation. Effective April 1, 2006, the Company adopted SFAS No. 123 (revised
2004), Share-Based Payment, (SFAS No. 123 (R)), which requires the measurement and recognition of
compensation expense for all stock-based payment awards based on the grant-date fair value of those
awards. Previously, the Company used the intrinsic value based method, permitted by Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock issued to Employees, to account for its
employee stock-based compensation plans and had adopted the pro-forma disclosure provisions of SFAS
No. 123, Accounting for Stock-Based Compensation.
The Company adopted SFAS No.123(R) using the modified prospective application method. Under
this approach the Company has recognized compensation expense for share-based payment awards
granted prior to, but not yet vested as of April 1, 2006, based on the grant date fair value
estimated in accordance with the provisions of SFAS No. 123. Pursuant to adoption of SFAS No.
123(R) the Company recognized additional compensation expense of Rs. 82.50 for the six months ended
September 30, 2006.
SFAS No. 123(R) requires that deferred stock-based compensation previously recorded under APB
Opinion No. 25 and outstanding on the date of adoption be eliminated against additional paid-in
capital. Accordingly, the deferred compensation balance of Rs. 2,202.42 was eliminated against
additional paid-in capital on April 1, 2006.
Under APB Opinion No. 25, the Company had a policy of recognizing the effect of forfeitures
only as they occurred. Accordingly, as required by SFAS No. 123 (R), on April 1, 2006, the Company
estimated the number of outstanding instruments, which are not expected to vest and recognized a
gain of Rs. 39.09 representing the reversal of compensation cost for such instruments previously
recognized in income.
Had compensation cost, for six months ended September 30, 2005, been determined in a manner
consistent with the fair value approach described in SFAS No. 123, the Companys net income and
earnings per share as reported would have been reduced to the pro-forma amounts indicated below:
|
|
|
|
|
|
|
Six months ended |
|
|
|
September 30, |
|
|
|
2005 |
|
Net income, as reported |
|
Rs. |
8,971.76 |
|
Add: Stock-based employee compensation
expense included in reported net
income, net of tax effects |
|
|
314.70 |
|
Less: Stock-based employee compensation
expense determined under fair value
based method, net of tax effects |
|
|
(660.21 |
) |
Pro-forma net income |
|
|
8,626.25 |
|
|
|
|
|
|
|
|
|
|
Earnings per share: Basic |
|
|
|
|
As reported |
|
|
6.40 |
|
|
|
|
|
Pro-forma |
|
|
6.16 |
|
|
|
|
|
Earnings per share: Diluted |
|
|
|
|
As reported |
|
|
6.33 |
|
|
|
|
|
Pro-forma |
|
|
6.11 |
|
|
|
|
|
Derivatives and hedge accounting. The Company purchases forward foreign
exchange contracts/option contracts (derivatives) to mitigate the risk of changes in foreign
exchange rates on accounts receivable and forecasted cash flows denominated in certain foreign
currencies. The strategy also includes purchase of series of short term forward foreign exchange
contracts which are replaced with successive new contracts up to the period in which the forecasted
transactions are expected to occur (roll-over hedging). The Company also designates zero-cost
collars, which qualify as net purchased options, to hedge the exposure to variability in expected
future foreign currency cash inflows due to exchange rate movements beyond a defined range.
In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
as amended, the Company recognizes all derivatives as assets or liabilities measured at their fair
value, regardless of the purpose or intent of holding them. In respect of derivatives designated
and effective as cash flow hedges, gains or losses resulting from changes in the fair value are
deferred and recorded as a component of accumulated other comprehensive income within stockholders
equity until the hedged transaction occurs and are then recognized in the consolidated statements
of income along with the hedged item. The Company assesses hedge effectiveness based on the overall
change in fair value of the derivative instrument. However, for derivatives acquired pursuant to
roll-over hedging strategies, the forward premium/discount points are excluded from assessing hedge
effectiveness.
Changes in fair value for derivatives not designated as hedging derivatives and ineffective
portion of the hedging instruments are recognized in consolidated statements of income of each
period and are reported within foreign exchange gains/ (losses), net under operating expenses.
In respect of derivatives designated as hedges, the Company formally documents all
relationships between hedging instruments and hedged items, as well as its risk management
objective and strategy for undertaking various hedge transactions. The Company also formally
assesses both at the inception of the hedge and on an ongoing basis, whether each derivative is
highly effective in offsetting changes in fair values or cash flows of the hedged item. If it is
determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a
highly effective hedge, the Company, prospectively, discontinues hedge accounting with respect to
that derivative.
Recent accounting pronouncement
FASB Interpretation No. 48. In July 2006, the FASB issued Interpretation (FIN) No. 48,
Uncertainty in Income Taxes. FIN 48 applies to all tax positions within the scope of SFAS No. 109,
Accounting for Income Taxes, and clarifies when and how to recognize tax benefits in the financial
statements with a two-step approach of recognition and measurement. FIN 48 is effective for fiscal
years beginning after December 15, 2006. FIN 48 also requires the enterprise to make explicit disclosures about uncertainties
in their income tax positions, including a detailed roll-forward of tax benefits taken that do not
qualify for financial statement recognition. The Company is currently evaluating the impact of FIN
48 on the financial statements and will adopt FIN 48 for the fiscal year beginning April 1, 2007.
SFAS No. 157. In September 2006, FASB issued SFAS No. 157, Fair Value Measurements (SFAS No.
157). SFAS No. 157 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date. SFAS No. 157 provides guidance on determination of fair value and lays down the
fair value hierarchy to classify the source of information used in fair value measurement. The
Company is currently evaluating the impact of SFAS No. 157 on its financial statements and will
adopt SFAS No. 157 for the fiscal year beginning April 1, 2007.
SFAS No. 158. In September 2006, FASB issued SFAS No.158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106,
and 132(R) (SFAS No. 158). SFAS No. 158 requires the employer to recognize the funded status of a
defined benefit postretirement plan (other than a multiemployer plan), measured as the difference
between plan assets at fair value (with limited exceptions) and the benefit obligation in its
statement of financial position. The statement requires recognition of the gains or losses and
prior service costs or credits that arise during the period but are not recognized as components of
net periodic benefit cost as a component of other comprehensive income, net of tax. The statement
also requires measurement of defined benefit plan assets and obligations as of the date of the
employers fiscal year-end statement of financial position. The Company will adopt the provisions
of SFAS No. 158 for the fiscal year ending March 31, 2007.
3. Acquisitions
mPower Software Services Inc. and subsidiaries
In December 2005, the Company acquired 100% of the equity of mPower Software Services Inc. and
subsidiaries (mPower) including the minority shareholding held by MasterCard International in MPact
India, a joint venture between MasterCard International and mPower Inc, for an aggregate cash
consideration of Rs.1,274.57. mPower Software Services Inc. is a US based company engaged in
providing IT services in the payments service sector.
As a part of this acquisition, Wipro plans to provide MasterCard with a wide range of services
including application development and maintenance, infrastructure services, package implementation,
BPO and testing. Wipro believes that through this acquisition, it will be able to expand its domain
expertise in the payments service sector and increase the addressable market for IT services.
The purchase price has been preliminarily allocated to the acquired assets and liabilities as
follows:
|
|
|
|
|
Description |
|
Fair value |
|
|
Net tangible assets |
|
Rs. |
185.39 |
|
Customer-related intangibles |
|
|
356.96 |
|
Deferred tax liabilities |
|
|
(124.94 |
) |
Goodwill |
|
|
857.16 |
|
|
|
|
|
Total |
|
Rs. |
1,274.57 |
|
|
|
|
|
BVPENTE Beteiligungsverwaltung GmbH and subsidiaries
In December 2005, the Company acquired 100% equity of BVPENTE Beteiligungsverwaltung GmbH
and subsidiaries (New Logic). New Logic is a European system-on-chip design company. The
consideration included a upfront consideration of Rs. 1,156.54 million, subject to working capital
adjustments, and an earn-out of Euro 26.70 million to be determined and paid in the future based on
financial targets being achieved over a 3 year period. During the six months ended September 30,
2006, the Company
paid an additional consideration of Rs. 68.76 million towards the working capital adjustment.
The Company has determined that a portion of the earn-out, up to a maximum of Euro 2.50 million is
linked to the continuing employment of one of the selling shareholders. The balance earn-out will
be recorded as additional purchase price when the contingency is resolved.
The Company believes that through this acquisition, it has acquired strong domain expertise in
semiconductor Intellectual Property (IP) cores and complete system-on-chip solutions with digital,
analog mixed signal and Radio Frequency (RF) design services. The acquisition also enables the
Company to access over 20 customers in the product engineering space.
The purchase price has been preliminarily allocated to the acquired assets and liabilities as
follows:
|
|
|
|
|
Description |
|
Fair value |
|
|
Net tangible assets |
|
Rs. |
307.15 |
|
Customer-related intangibles |
|
|
117.40 |
|
Technology-based intangibles |
|
|
95.72 |
|
Deferred tax liabilities |
|
|
(53.00 |
) |
Goodwill |
|
|
758.03 |
|
|
|
|
|
Total |
|
Rs. |
1,225.30 |
|
|
|
|
|
cMango Inc. and subsidiaries
In April 2006, the Company acquired 100% of the equity of cMango Inc. and subsidiaries
(cMango). cMango is a provider of Business Service Management (BSM) solutions. The consideration
included a cash payment of Rs. 884.25 and an earn-out of USD 12.00 to be determined and paid in the
future based on specific financial metrics being achieved over a two year period. The earn-out
will be recorded as additional purchase price when the contingency is resolved.
Wipro believes that through this acquisition it will expand its operations in the Business
Management Services sector. This acquisition also enables the Company to access over 20 customers
in the Business Management Services sector.
The purchase price has been preliminarily allocated to the acquired assets and liabilities as
follows:
|
|
|
|
|
Description |
|
Fair value |
|
|
Net tangible assets/(liabilities) |
|
Rs. |
(23.08 |
) |
Customer-related intangibles |
|
|
132.64 |
|
Deferred tax liabilities |
|
|
(46.42 |
) |
Goodwill |
|
|
821.11 |
|
|
|
|
|
Total |
|
Rs. |
884.25 |
|
|
|
|
|
RetailBox BV and subsidiaries
In June 2006, the Company acquired 100% of the equity of RetailBox BV and subsidiaries
(Enabler). Enabler is in the business of providing comprehensive IT solutions and services. The
consideration included a cash payment of Rs. 2,442.12 and an earn-out of Euro 11.00 to be
determined and paid in the future based on specific financial metrics being achieved over a two
year period. The earn-out will be recorded as additional purchase price when the contingency is
resolved.
Through this acquisition Wipro aims to provide a wide range of services including Oracle
retail implementation, digital supply chain, business optimization and integration. Further,
through this acquisition, the Company aims to expand its domain expertise both in the retail and
technology sectors and obtain a presence in five different geographical locations.
The purchase price has been preliminarily allocated to the acquired assets and liabilities as
follows:
|
|
|
|
|
Description |
|
Fair value |
|
|
Net tangible assets |
|
Rs. |
388.88 |
|
Customer-related intangibles |
|
|
242.55 |
|
Deferred tax liabilities |
|
|
(84.89 |
) |
Goodwill |
|
|
1,895.58 |
|
|
|
|
|
Total |
|
Rs. |
2,442.12 |
|
|
|
|
|
Saraware Oy
In June 2006, the Company acquired 100% equity of Saraware Oy (Saraware) a Company involved in
providing design and engineering services to telecom companies. The Company acquired Saraware for
an aggregate consideration of Rs. 947.25 and an earn-out of Euro 7 to be determined and paid in
future based on financial targets being achieved over a period of 18 months. In addition, amounts
collected against certain specific reward/ incentive assets at the acquisition date are payable to
the sellers. The earn-out and the additional payments will be recorded as additional purchase price
when the related contingencies are resolved.
Through this acquisition the Company aims to expand its presence in the engineering services
sector in Finland and the Nordic region.
The purchase price has been preliminarily allocated to the acquired assets and liabilities as
follows:
|
|
|
|
|
Description |
|
Fair value |
|
|
Net tangible assets/(liabilities) |
|
Rs. |
186.98 |
|
Customer-related intangibles |
|
|
189.45 |
|
Deferred tax liabilities |
|
|
(66.31 |
) |
Goodwill |
|
|
637.13 |
|
|
|
|
|
Total |
|
Rs. |
947.25 |
|
|
|
|
|
Northwest Switchgear Limited
In May 2006, the Company acquired a substantial portion of the business of Northwest
Switchgear Limited a manufacturer and distributor of switches, sockets and miniature circuit
breakers (collectively the products) under the trademark/ brand name NorthWest. The consideration
included a cash payment of Rs 1,131.66 and an earn-out of Rs. 200.00 to be determined and paid in
the future based on achievement of a specified revenue levels over a period of four years. Further,
the Company has entered into a non-compete and manufacturing agreement with the sellers. Under the
manufacturing agreement, the seller will manufacture the products for the Company by certain assets
and employee retained by the seller. The manufacturing agreement is for a period of five years.
Based on the guidance in EITF Issue No. 98-3, Determining Whether a Non-monetary Transaction
Involves Receipt of Productive Assets of a Business, the Company has accounted for this transaction
as an acquisition of a business. A significant portion of the consideration has been allocated to
the trademark/brand name North-West.
The purchase price has been preliminarily allocated to the acquired assets and liabilities as
follows:
|
|
|
|
|
Description |
|
Fair value |
|
|
Net tangible assets |
|
Rs. |
33.75 |
|
Marketing-related intangibles |
|
|
1,097.91 |
|
|
|
|
|
Total |
|
Rs. |
1,131.66 |
|
|
|
|
|
Quantech Global Service
In July 2006, the Company acquired 100% equity of Quantech Global Services LLC and Quantech
Global Services Ltd (Quantech). Quantech provides computer aided design and engineering services.
The consideration includes an upfront cash payment of Rs. 142.00, a deferred cash payment of USD
3.00 and an earn-out to be determined and paid in the future based on financial targets being
achieved over a period of 36 months.
Through this acquisition, the Company aims to strengthen its presence in the mechanical
engineering design and analysis service sector.
The purchase price has been preliminarily allocated to the acquired assets and liabilities as
follows:
|
|
|
|
|
Description |
|
Fair value |
|
|
Net tangible assets/(liabilities) |
|
Rs. |
(230.33 |
) |
Customer-related intangibles |
|
|
45.92 |
|
Deferred tax liabilities |
|
|
(16.07 |
) |
Goodwill |
|
|
481.77 |
|
Total |
|
Rs. |
281.29 |
|
|
|
|
|
For the above acquisitions, the purchase price has been allocated on a preliminary basis
based on the Companys estimates. The Company is in the process of making a final determination of
the carrying value of assets and liabilities, which may result in changes in the carrying value of
net assets recorded. Finalization of the purchase price allocation based on an independent third
party appraisal may result in certain adjustments to the above allocation.
Hydrauto Group
In September 2006, the Company entered into an agreement to acquire Hydrauto Group AB
(Hydrauto) for a cash consideration of Euro 24.50. Hydrauto is engaged in production, marketing
and development of customized hydraulic cylinders solution for mobile applications such as mobile
cranes, excavator, dumpers and trucks. The Company expects to complete the acquisition by November
2006. The Company believes that this acquisition will give the Company an entry into Europe,
access to a customer base built over the past few decades and complementary engineering skills.
4. Cash and Cash Equivalents
Cash and cash equivalents as of September 30, 2005 and 2006 comprise of cash, cash on deposit
with banks and highly liquid investments.
5. Accounts Receivable
Accounts receivable are stated net of allowance for doubtful accounts. The Company maintains
an allowance for doubtful accounts based on present and prospective financial condition of its
customers and aging of the accounts receivable. Accounts receivable are generally not
collateralized. The activity in the allowance for doubtful accounts receivable is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
Six months ended September 30, |
|
|
March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Balance at the beginning of the period |
|
Rs. |
846.54 |
|
|
Rs. |
1,115.78 |
|
|
Rs. |
846.54 |
|
Additional provision during the period,
net of collections |
|
|
203.40 |
|
|
|
139.97 |
|
|
|
275.24 |
|
Bad debts charged to provision |
|
|
(3.53 |
) |
|
|
|
|
|
|
(6.00 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at the end of the period |
|
Rs. |
1,046.61 |
|
|
Rs. |
1,255.75 |
|
|
Rs. |
1,115.78 |
|
|
|
|
|
|
|
|
|
|
|
6. Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Stores and spare parts |
|
Rs. |
181.85 |
|
|
Rs. |
229.80 |
|
|
Rs. |
198.02 |
|
Raw materials and components |
|
|
625.01 |
|
|
|
666.87 |
|
|
|
692.01 |
|
Work-in-process |
|
|
263.03 |
|
|
|
372.95 |
|
|
|
288.73 |
|
Finished goods |
|
|
666.85 |
|
|
|
1,155.97 |
|
|
|
885.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
1,736.74 |
|
|
Rs. |
2,425.59 |
|
|
Rs. |
2,064.61 |
|
|
|
|
|
|
|
|
|
|
|
7. Other Assets
Other assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Prepaid expenses |
|
Rs. |
1,126.47 |
|
|
Rs. |
1,110.80 |
|
|
Rs. |
1,182.07 |
|
Due from officers and employees |
|
|
1,078.62 |
|
|
|
997.72 |
|
|
|
753.68 |
|
Advances to suppliers |
|
|
327.41 |
|
|
|
494.03 |
|
|
|
467.19 |
|
Balances with statutory authorities |
|
|
75.74 |
|
|
|
108.87 |
|
|
|
130.76 |
|
Deposits |
|
|
1,330.25 |
|
|
|
1,539.03 |
|
|
|
1,388.89 |
|
Interest bearing deposits with corporates |
|
|
|
|
|
|
500.00 |
|
|
|
500.00 |
|
Advance income taxes |
|
|
709.45 |
|
|
|
942.19 |
|
|
|
1,237.33 |
|
Derivative asset |
|
|
115.58 |
|
|
|
385.12 |
|
|
|
338.11 |
|
Others |
|
|
637.94 |
|
|
|
1,747.51 |
|
|
|
708.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,401.46 |
|
|
|
7,825.27 |
|
|
|
6,707.02 |
|
Less: Current assets |
|
|
(4,157.42 |
) |
|
|
(6,297.27 |
) |
|
|
(5,463.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
1,244.04 |
|
|
Rs. |
1,528.00 |
|
|
Rs. |
1,243.98 |
|
|
|
|
|
|
|
|
|
|
|
8. Investment Securities
Investment securities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2005 |
|
|
As of September 30, 2006 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Carrying Value |
|
|
Holding Gains |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Holding Gains |
|
|
Fair Value |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in
liquid and
short-term mutual
funds |
|
Rs. |
27,333.56 |
|
|
Rs. |
381.94 |
|
|
|
27,715.50 |
|
|
Rs. |
32,410.56 |
|
|
Rs. |
635.84 |
|
|
Rs. |
33,046.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2006 |
|
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
|
Carrying Value |
|
|
Holding Gains |
|
|
Fair Value |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments in
liquid and
short-term mutual
funds |
|
Rs. |
29,821.50 |
|
|
Rs. |
506.92 |
|
|
Rs. |
30,328.42 |
|
|
|
|
|
|
|
|
|
|
|
Dividends from available-for-sale securities during the six months ended September 30,
2005 and 2006 were Rs. 345.57 and Rs. 694.99, respectively and are included in other income.
9. Property, Plant and Equipment
Property, plant and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Land |
|
Rs. |
1,251.63 |
|
|
Rs. |
1,261.14 |
|
|
Rs. |
1,261.14 |
|
Buildings |
|
|
4,527.16 |
|
|
|
5,627.46 |
|
|
|
4,590.53 |
|
Plant and
machinery |
|
|
11,401.33 |
|
|
|
14,405.43 |
|
|
|
12,474.35 |
|
Furniture, fixtures and equipment |
|
|
2,753.35 |
|
|
|
3,562.08 |
|
|
|
2,996.87 |
|
Vehicles |
|
|
1,218.88 |
|
|
|
1,499.42 |
|
|
|
1,324.31 |
|
Computer software for internal use |
|
|
1,476.48 |
|
|
|
2,040.50 |
|
|
|
1,625.77 |
|
Capital work-in-progress |
|
|
3,814.94 |
|
|
|
7,408.68 |
|
|
|
6,248.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,443.77 |
|
|
|
35,804.71 |
|
|
|
30,521.48 |
|
Accumulated depreciation and amortization |
|
|
(11,231.86 |
) |
|
|
(14,609.67 |
) |
|
|
(12,744.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
15,211.91 |
|
|
Rs. |
21,195.04 |
|
|
Rs. |
17,777.40 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the six months ended September 30, 2005 and 2006 is
Rs. 1,480.99 and Rs. 1,865.59 respectively. This includes Rs. 98.12 and Rs. 144.82 as
amortization of capitalized internal use software, during the six months ended September 30, 2005
and 2006, respectively.
10. Goodwill and Intangible Assets
Information regarding the Companys intangible assets acquired either individually or in
a business combination consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
Net |
|
|
Gross carrying |
|
|
Accumulated |
|
|
Net |
|
|
|
amount |
|
|
amortization |
|
|
|
|
|
|
amount |
|
|
Amortization |
|
|
|
|
|
Technology-based intangibles |
|
Rs. |
34.30 |
|
|
Rs. |
24.29 |
|
|
Rs. |
10.01 |
|
|
Rs. |
130.09 |
|
|
Rs. |
59.87 |
|
|
Rs. |
70.22 |
|
Customer-related intangibles |
|
|
575.81 |
|
|
|
552.37 |
|
|
|
23.44 |
|
|
|
1,660.76 |
|
|
|
727.65 |
|
|
|
933.11 |
|
Marketing-related intangibles |
|
|
382.43 |
|
|
|
63.01 |
|
|
|
319.42 |
|
|
|
1,480.50 |
|
|
|
107.41 |
|
|
|
1,373.09 |
|
Others |
|
|
0.95 |
|
|
|
0.95 |
|
|
|
|
|
|
|
0.95 |
|
|
|
0.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
993.49 |
|
|
Rs. |
640.62 |
|
|
Rs. |
352.87 |
|
|
Rs. |
3,272.30 |
|
|
Rs. |
895.88 |
|
|
Rs. |
2,376.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2006 |
|
|
|
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
Net |
|
|
|
amount |
|
|
Amortization |
|
|
|
|
|
Technology-based intangibles |
|
Rs. |
101.00 |
|
|
Rs. |
34.07 |
|
|
Rs. |
66.93 |
|
Customer-related intangibles |
|
|
1,079.29 |
|
|
|
600.39 |
|
|
|
478.90 |
|
Marketing-related intangibles |
|
|
382.43 |
|
|
|
73.93 |
|
|
|
308.50 |
|
Others |
|
|
0.95 |
|
|
|
0.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
1,563.67 |
|
|
Rs. |
709.34 |
|
|
Rs. |
854.33 |
|
|
|
|
|
|
|
|
|
|
|
The movement in goodwill balance is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
Year ended |
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Balance at the beginning of the period |
|
Rs. |
5,614.98 |
|
|
Rs. |
7,480.85 |
|
|
Rs. |
5,614.98 |
|
Goodwill relating to acquisitions |
|
|
304.14 |
|
|
|
3,918.52 |
|
|
|
1,851.01 |
|
Effect of translation adjustments |
|
|
5.75 |
|
|
|
55.50 |
|
|
|
14.86 |
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the period |
|
Rs. |
5,924.87 |
|
|
Rs. |
11,454.87 |
|
|
Rs. |
7,480.85 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill has been allocated to the following reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment |
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Global IT Services and Products |
|
Rs. |
5,268.63 |
|
|
Rs. |
10,698.41 |
|
|
Rs. |
6,724.39 |
|
India and AsiaPac IT Services and Products |
|
|
656.24 |
|
|
|
756.46 |
|
|
|
756.46 |
|
Total |
|
Rs. |
5,924.87 |
|
|
Rs. |
11,454.87 |
|
|
Rs. |
7,480.85 |
|
|
|
|
|
|
|
|
|
|
|
11. Other Current Liabilities
Other current liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Statutory dues payable |
|
Rs. |
1,863.73 |
|
|
Rs. |
2,250.18 |
|
|
Rs. |
1,820.99 |
|
Taxes payable |
|
|
182.71 |
|
|
|
884.23 |
|
|
|
610.54 |
|
Warranty obligations |
|
|
410.89 |
|
|
|
789.61 |
|
|
|
664.86 |
|
Derivative liability |
|
|
147.18 |
|
|
|
135.57 |
|
|
|
12.53 |
|
Acquisition-related payables |
|
|
|
|
|
|
138.00 |
|
|
|
|
|
Others |
|
|
414.38 |
|
|
|
1,434.55 |
|
|
|
505.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
3,018.89 |
|
|
Rs. |
5,632.14 |
|
|
Rs. |
3614.42 |
|
|
|
|
|
|
|
|
|
|
|
The activity in warranty obligations is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
Year ended |
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Balance at the beginning of the period |
|
Rs. |
361.08 |
|
|
Rs. |
664.86 |
|
|
Rs. |
361.08 |
|
Additional provision during the period |
|
|
194.48 |
|
|
|
391.43 |
|
|
|
601.20 |
|
Reduction due to payments |
|
|
(144.67 |
) |
|
|
(266.68 |
) |
|
|
(297.42 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at the end of the period |
|
Rs. |
410.89 |
|
|
Rs. |
789.61 |
|
|
Rs. |
664.86 |
|
|
|
|
|
|
|
|
|
|
|
12. Operating Leases
The Company leases office and residential facilities under cancelable and non-cancelable
operating lease agreements that are renewable on a periodic basis at the option of both the lessor
and the lessee. Rental payments under such leases were Rs. 400.88 and Rs. 580.22 for the six
months ended September 30, 2005 and 2006, respectively.
Details of contractual payments under non-cancelable leases is given below:
|
|
|
|
|
|
|
(Unaudited) |
|
Year ending September 30, |
|
|
|
|
2007 |
|
Rs. |
389.91 |
|
2008 |
|
|
387.10 |
|
2009 |
|
|
337.88 |
|
2010 |
|
|
324.63 |
|
2011 |
|
|
255.44 |
|
Thereafter |
|
|
1,048.44 |
|
|
|
|
|
Total |
|
Rs. |
2,743.40 |
|
|
|
|
|
Prepaid expenses as of March 31, 2006, September 30, 2005 and 2006 include Rs. 74.89, Rs.
75.99 and Rs. 77.27, respectively, being prepaid operating lease rentals for lands obtained on
lease for a period of 60 years, 90 years and 90 years. The prepaid expense is being charged over
the lease term.
13. Investments in Affiliates
Wipro GE Medical Systems (Wipro GE)
The Company has accounted for its 49% interest in Wipro GE by the equity method. The carrying
value of the investment in Wipro GE as of March 31, 2006, September 30, 2005 and 2006 was Rs.
841.57, Rs. 706.87 and Rs. 1,006.39 respectively. The Companys equity in the income of Wipro GE
for six months ended September 30, 2005 and 2006 was Rs. 124.46 and Rs. 164.82 respectively.
In March 2004 and 2005, Wipro GE had received tax demands aggregating Rs. 714.19, including
interest, from the Indian income tax authorities for the financial years ended March 31, 2001 and
2002 respectively. The tax demands were primarily on account of transfer pricing adjustments and
denial of export benefits and tax holiday benefits claimed by Wipro GE under the Indian Income Tax
Act 1961 (Act). Wipro GE has appealed against the said demands before the first appellate
authority. Considering the facts and nature of disallowance and based on the opinion of the
external legal counsel, Wipro GE believes that the
final outcome of the dispute should be in favor of Wipro GE and will not have any material
adverse effect on the financial position and overall trends in results of operations. Additionally,
in March 2006, Wipro GE received intimation from the Indian income tax authorities for the
financial year ended March 31, 2003, proposing transfer pricing adjustments (similar to the claims
made for 2001 and 2002) resulting in additional tax demands of Rs. 421.46. Wipro GE has contested
the proposed transfer pricing adjustments. Considering the facts and nature of adjustments
proposed Wipro GE believes that the ultimate outcome of this intimation should be in its favor. The
range of loss due to this contingency is between zero and the amount of the demand raised.
WeP Peripherals
The Company has accounted for its 36.9%, 37.7%, and 36.81% interest as of March 31, 2006,
September 30, 2005 and 2006, respectively in WeP Peripherals by the equity method. The carrying
value of the equity investment in WeP Peripherals as of March 31, 2006, September 30, 2005 and
2006, was Rs. 201.52, Rs. 201.57 and Rs. 194.07 respectively. The Companys equity in the income/
(losses) of WeP Peripherals for the six months ended September 30, 2005 and 2006 was Rs. 14.74 and
Rs. (7.45) respectively. During the six months ended September 30, 2005 the Company received
dividends of Rs. 8.86 from WeP Peripherals.
14. Financial Instruments and Concentration of Risk
Derivative financial instruments. The Company is exposed to foreign currency fluctuations on
foreign currency assets and forecasted cash flows denominated in foreign currency. The Company
follows established risk management policies, including the use of derivatives to hedge foreign
currency assets and foreign currency forecasted cash flows. The counter party is a bank and the
Company considers the risks of non-performance by the counterparty as non-material. The forward
foreign exchange/option contracts mature between one to twelve months and the forecasted
transactions are expected to occur during the same period.
The following table presents the aggregate contracted principal amounts of the Companys
derivative contracts outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Forward contracts |
|
|
|
|
|
|
|
|
|
|
|
|
Sell |
|
$ |
515.58 |
|
|
$ |
554.6 |
|
|
$ |
592.23 |
|
|
|
£ |
27.00 |
|
|
£ |
44.6 |
|
|
£ |
4.00 |
|
|
|
|
|
|
|
|
2.0 |
|
|
|
|
|
Buy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net purchased options (sell) |
|
$ |
56.00 |
|
|
$ |
132.0 |
|
|
$ |
254.00 |
|
|
|
£ |
59.00 |
|
|
£ |
6.0 |
|
|
£ |
8.00 |
|
Net written options (sell) |
|
|
|
|
|
|
|
|
|
$ |
6.00 |
|
|
|
|
|
|
|
|
|
|
|
£ |
5.00 |
|
In connection with cash flow hedges, the Company has recorded Rs. 202.34, 192.92 and Rs.
168.50 of net gains/(losses) as a component of accumulated and other comprehensive income within
stockholders equity as of March 31, 2006, September 30, 2005 and September 30, 2006.
The following table summarizes activity in the accumulated and other comprehensive income
within stockholders equity related to all derivatives classified as cash flow hedges during the
year ended March 31, 2006, six months ended September 30, 2005 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Balance as at the beginning of the period |
|
Rs. |
113.81 |
|
|
Rs. |
202.34 |
|
|
Rs. |
113.81 |
|
Net gains reclassified into net income on occurrence of hedged
transactions |
|
|
(90.02 |
) |
|
|
(31.54 |
) |
|
|
(113.81 |
) |
Deferred cancellation gains/(losses) relating to roll-over hedging |
|
|
307.86 |
|
|
|
|
|
|
|
|
|
Changes in fair value of effective portion of outstanding derivatives |
|
|
(138.74 |
) |
|
|
(2.30 |
) |
|
|
202.34 |
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain/ (loss) on cashflow hedging derivatives, net |
|
|
79.11 |
|
|
|
(33.84 |
) |
|
|
88.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at the end of the period |
|
Rs. |
192.92 |
|
|
Rs. |
168.50 |
|
|
Rs. |
202.34 |
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2005 and 2006 there were no significant gains or losses on derivative
transactions or portions thereof that have become ineffective as hedges, or associated with an
underlying exposure that did not occur.
15. Borrowings from Banks
The Company has an Indian line of credit of Rs. 2,000, a US line of credit of $ 25.00 and
GBP 6 in UK from its bankers for working capital requirements. All the lines of credit are
renewable annually. The Indian line of credit bears interest at the prime rate of the bank, which
averaged 8.5% and 8.25% for the six months ended September 30, 2005 and September 30, 2006,
respectively. The US line of credit bears interest at 60 basis points over the USD London
Inter-Bank Offered Rate and UK line of credit bears interest at 40 basis points over the GBP London
Inter-Bank Offered Rate. The facilities are secured by inventories, accounts receivable and certain
property and contain financial covenants and restrictions on indebtedness. During the six months
ended September 30, 2006, as a part of its acquisition of Saraware, the Company assumed bank
borrowings amounting to Rs. 366.
16. Stock Dividend
In July 2005, the members of the Company approved a stock dividend, effective August 24, 2005,
in the ratio of 1 additional equity shares or ADS for every equity share or ADS held. Accordingly,
the Company issued 705,893,574 additional shares and has transferred an amount of Rs. 1,161.75 from
additional paid in capital and Rs. 250.04 from retained earnings to equity shares. Share and per
share data for all periods reported have been adjusted to reflect the stock split effected in the
form of stock dividend.
17. Equity Shares and Dividends
Currently, the Company has only one class of equity shares. For all matters submitted to vote
in the shareholders meeting, every holder of equity shares, as reflected in the records of the
Company on the date of the shareholders meeting shall have one vote in respect of each share held.
In October 2000, the Company made a public offering of its American Depositary Shares, or
ADSs, to international investors. The equity shares represented by the ADS carry similar rights as
to voting and dividends as the other equity shares.
In July 2005, the members of the Company approved an increase in the authorized capital of the
Company from 750,000,000 to 1,650,000,000 shares.
Dividend is paid in Indian rupees. Indian law mandates that any dividend, exceeding 10% of the
equity shares, can be declared out of distributable profits only after the transfer of up to 10% of
net income computed in accordance with current regulations to a general reserve. Also, the
remittance of dividends outside India is governed by Indian law on foreign exchange. Dividend
payments are also subject to applicable taxes.
In the event of liquidation of the affairs of the Company, all preferential amounts, if any,
shall be discharged by the Company. The remaining assets of the Company, after such discharge,
shall be distributed to the holders of equity shares in proportion to the number of shares held by
them.
The Company paid cash dividends of Rs. 3,997.74 and Rs. 8,124.72 during the six months ended
September 30, 2005 and 2006, respectively. The dividends declared per share were Rs. 2.50 and Rs. 5.00 during the six months ended September 30, 2005 and 2006 respectively.
18. Retained Earnings
The Companys retained earnings as of September 30, 2005 and 2006 include restricted retained
earnings of Rs. 9.50 and Rs. 9.50, respectively, which are not distributable as dividends under
Indian laws. These relate to requirements regarding earmarking a part of the retained earnings on
redemption of preference shares.
Retained earnings as of March 31, 2006, September 30, 2005 and 2006, also include Rs. 922.01,
Rs. 773.24 and Rs. 1,079.38, respectively, of undistributed earnings in equity of affiliates.
19. Other Income, Net
Other income consists of the following:
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
Interest income |
|
Rs. |
117.18 |
|
|
Rs. |
185.17 |
|
Interest expense |
|
|
(8.99 |
) |
|
|
(81.52 |
) |
Dividend income |
|
|
345.57 |
|
|
|
694.99 |
|
Gain/(loss) on sale of liquid and
short-term mutual funds |
|
|
46.89 |
|
|
|
174.91 |
|
Others |
|
|
6.5 |
|
|
|
5.15 |
|
|
|
|
|
|
|
|
|
|
Rs. |
507.15 |
|
|
Rs. |
978.70 |
|
|
|
|
|
|
|
|
20. Shipping and Handling Costs
Selling and marketing expenses for the six months ended September 30, 2005 and 2006, include
shipping and handling costs of Rs. 261.66 and Rs. 320.89 respectively.
21. Income Taxes
Income taxes have been allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
Net income |
|
Rs. |
1,376.98 |
|
|
Rs. |
2,047.44 |
|
Stockholders equity for: |
|
|
|
|
|
|
|
|
Unrealized gain/(loss) on investment securities, net |
|
|
80.80 |
|
|
|
48.14 |
|
|
|
|
|
|
|
|
Total income taxes |
|
Rs. |
1,457.78 |
|
|
Rs. |
2,095.58 |
|
|
|
|
|
|
|
|
Income taxes relating to continuing operations consist of the following:
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
Current taxes |
|
|
|
|
|
|
|
|
Domestic |
|
Rs. |
768.27 |
|
|
Rs. |
985.67 |
|
Foreign |
|
|
579.58 |
|
|
|
1,077.72 |
|
|
|
|
|
|
|
|
|
|
Rs. |
1,347.85 |
|
|
Rs. |
2,063.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred taxes |
|
|
|
|
|
|
|
|
Domestic |
|
|
29.13 |
|
|
|
34.42 |
|
Foreign |
|
|
|
|
|
|
(50.37 |
) |
|
|
|
|
|
|
|
|
|
|
29.13 |
|
|
|
(15.95 |
) |
|
|
|
|
|
|
|
Total income tax expense |
|
Rs. |
1,376.98 |
|
|
Rs. |
2,047.44 |
|
|
|
|
|
|
|
|
22. Employee Stock Incentive Plans
Wipro Equity Reward Trust (WERT). In 1984, the Company established a controlled trust called
the WERT. Under this plan, the WERT would purchase shares of Wipro out of funds borrowed from
Wipro. The Companys Compensation Committee would recommend to the WERT, officers and key
employees, to whom the WERT will grant shares from its holding. The shares have been granted at a
nominal price. Such shares would be held by the employees subject to vesting conditions. The
shares held by the WERT are reported as a reduction from stockholders equity.
The movement in the shares held by the WERT is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
Year ended |
|
|
|
September 30, |
|
|
March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Shares held at the beginning of the period |
|
|
7,893,060 |
|
|
|
7,869,060 |
|
|
|
7,893,060 |
|
Shares granted to employees |
|
|
(24,000 |
) |
|
|
|
|
|
|
(24,000 |
) |
Grants forfeited by employees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares held at the end of the period |
|
|
7,869,060 |
|
|
|
7,869,060 |
|
|
|
7,869,060 |
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation is amortized on a straight-line basis over the vesting period of
the shares. The amortization of deferred stock compensation, net of reversals, for the six months
ended September 30, 2005 and 2006, was Rs. 9.64 and Rs. NIL, respectively.
Wipro Employee Stock Option Plan 1999 (1999 Plan). In July 1999, the Company established the
1999 Plan. Under the 1999 Plan, the Company is authorized to issue up to 30 million equity shares
to eligible employees. Employees covered by the 1999 Plan are granted an option to purchase shares
of the Company subject to the requirements of vesting.
Stock option activity under the 1999 Plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2005 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising |
|
|
Range of exercise |
|
|
average exercise |
|
|
contractual |
|
|
|
out of options |
|
|
prices |
|
|
price |
|
|
life (months) |
|
Outstanding at the beginning of the period |
|
|
3,464,298 |
|
|
Rs. |
171 181 |
|
|
|
181 |
|
|
6 months |
|
|
|
9,939,724 |
|
|
|
309 421 |
|
|
|
311 |
|
|
14 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the period |
|
|
(10,540 |
) |
|
|
171 181 |
|
|
|
181 |
|
|
|
|
|
|
|
|
(173,365 |
) |
|
|
309 421 |
|
|
|
317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the period |
|
|
(3,383,936 |
) |
|
|
171 181 |
|
|
|
181 |
|
|
|
|
|
|
|
|
(1,863,860 |
) |
|
|
309 421 |
|
|
|
309 |
|
|
|
|
|
Lapsed during the period |
|
|
(69,822 |
) |
|
|
171 181 |
|
|
|
181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
|
|
|
|
171 181 |
|
|
|
|
|
|
|
|
|
|
|
|
7,902,499 |
|
|
|
309 421 |
|
|
|
311 |
|
|
8 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
|
|
|
|
171 181 |
|
|
|
|
|
|
|
|
|
|
|
|
7,843,009 |
|
|
|
309 421 |
|
|
Rs. |
311 |
|
|
8 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising |
|
|
Range of exercise |
|
|
average exercise |
|
|
contractual |
|
|
|
out of options |
|
|
prices |
|
|
price |
|
|
life (months) |
|
Outstanding at the beginning of the period |
|
|
|
|
|
Rs. |
171 181 |
|
|
|
|
|
|
|
|
|
|
|
|
4,658,383 |
|
|
|
309 421 |
|
|
|
312 |
|
|
3 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the period |
|
|
|
|
|
|
171 181 |
|
|
|
|
|
|
|
|
|
|
|
|
(10,500 |
) |
|
|
309 421 |
|
|
|
309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the period |
|
|
|
|
|
|
171 181 |
|
|
|
|
|
|
|
|
|
|
|
|
(3,902,518 |
) |
|
|
309 421 |
|
|
|
312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lapsed during the period |
|
|
|
|
|
|
171 181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(745,365 |
) |
|
|
309 421 |
|
|
|
312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
|
|
|
|
171 181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
309 421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
|
|
|
|
171 181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
309 421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wipro Employee Stock Option Plan 2000 (2000 Plan). In July 2000, the Company established
the 2000 Plan. Under the 2000 Plan, the Company is authorized to issue up to 150 million equity
shares to eligible employees. Employees covered by the 2000 Plan are granted options to purchase
equity shares of the Company subject to vesting.
Stock option activity under the 2000 Plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2005 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising |
|
|
Range of exercise |
|
|
average exercise |
|
|
contractual life |
|
|
|
out of options |
|
|
prices |
|
|
price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
392,896 |
|
|
Rs. |
172 256 |
|
|
|
231 |
|
|
33 months |
|
|
|
|
26,180,498 |
|
|
|
265 396 |
|
|
|
267 |
|
|
35 months |
|
|
|
12,661,148 |
|
|
|
397 458 |
|
|
|
399 |
|
|
18 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the period |
|
|
(12,300 |
) |
|
|
172 256 |
|
|
|
231 |
|
|
|
|
|
|
|
|
(466,844 |
) |
|
|
265 396 |
|
|
|
268 |
|
|
|
|
|
|
|
|
(484,950 |
) |
|
|
397 458 |
|
|
|
398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the period |
|
|
(44,180 |
) |
|
|
172 256 |
|
|
|
231 |
|
|
|
|
|
|
|
|
(2,315,540 |
) |
|
|
265 396 |
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
336,416 |
|
|
|
172 256 |
|
|
|
231 |
|
|
27 months |
|
|
|
|
23,398,114 |
|
|
|
265 396 |
|
|
|
267 |
|
|
29 months |
|
|
|
12,176,198 |
|
|
|
397 458 |
|
|
|
398 |
|
|
12 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
153,895 |
|
|
|
172 256 |
|
|
|
231 |
|
|
27 months |
|
|
|
14,059,998 |
|
|
|
265 396 |
|
|
|
267 |
|
|
29 months |
|
|
|
|
8,523,339 |
|
|
Rs. |
397 458 |
|
|
Rs. |
399 |
|
|
12 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising |
|
|
Range of exercise |
|
|
average exercise |
|
|
contractual life |
|
|
|
out of options |
|
|
prices |
|
|
price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
292,576 |
|
|
|
172 255 |
|
|
|
233 |
|
|
25 months |
|
|
|
|
20,146,257 |
|
|
|
265 396 |
|
|
|
267 |
|
|
23 months |
|
|
|
9,899,967 |
|
|
|
397 458 |
|
|
|
399 |
|
|
7 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the period |
|
|
(10,200 |
) |
|
|
172 255 |
|
|
|
208 |
|
|
|
|
|
|
|
|
(492,142 |
) |
|
|
265 396 |
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
397 458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the period |
|
|
(24,678 |
) |
|
|
172 255 |
|
|
|
231 |
|
|
|
|
|
|
|
|
(2,234,114 |
) |
|
|
265 396 |
|
|
|
266 |
|
|
|
|
|
|
|
(1,997,758 |
) |
|
|
397 458 |
|
|
|
398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
257,698 |
|
|
|
172 255 |
|
|
|
235 |
|
|
19 months |
|
|
|
|
17,420,001 |
|
|
|
265 396 |
|
|
|
267 |
|
|
17 months |
|
|
|
|
7,902,209 |
|
|
|
397 458 |
|
|
|
399 |
|
|
1 month |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
163,506 |
|
|
|
172 255 |
|
|
|
235 |
|
|
19 months |
|
|
|
|
13,979,921 |
|
|
|
265 396 |
|
|
|
267 |
|
|
17 months |
|
|
|
|
7,902,209 |
|
|
|
397 458 |
|
|
|
399 |
|
|
1 month |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Plan (2000 ADS Plan). In April 2000, the Company established the 2000 ADS
Plan. Under the 2000 ADS Plan, the Company is authorized to issue options to purchase up to 9
million American Depositary Shares (ADSs) to eligible employees. Employees covered by the 2000 ADS
Plan are granted an option to purchase ADSs representing equity shares of the Company subject to
the requirements of vesting.
Stock option activity under the 2000 ADS Plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2005 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising |
|
|
Range of exercise |
|
|
average exercise |
|
|
contractual life |
|
|
|
out of options |
|
|
prices |
|
|
price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
404,550 |
|
|
$ |
3.46 5.01 |
|
|
|
4.35 |
|
|
30 months |
|
|
|
2,030,700 |
|
|
|
5.82 6.90 |
|
|
|
6.50 |
|
|
21 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the period |
|
|
(105,000 |
) |
|
|
3.46 5.01 |
|
|
|
4.50 |
|
|
|
|
|
|
|
|
(103,526 |
) |
|
|
5.82 6.90 |
|
|
|
6.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
299,550 |
|
|
|
3.46 5.01 |
|
|
|
4.30 |
|
|
24 months |
|
|
|
1,927,174 |
|
|
|
5.82 6.90 |
|
|
|
6.41 |
|
|
15 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
148,943 |
|
|
|
3.46 5.01 |
|
|
|
4.33 |
|
|
24 months |
|
|
|
1,470,435 |
|
|
$ |
5.82 6.90 |
|
|
$ |
6.51 |
|
|
15 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising |
|
|
Range of exercise |
|
|
average exercise |
|
|
contractual life |
|
|
|
out of options |
|
|
prices |
|
|
price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
238,900 |
|
|
|
3.46 5.01 |
|
|
|
4.38 |
|
|
19 months |
|
|
|
1,208,842 |
|
|
|
5.82 6.90 |
|
|
|
6.50 |
|
|
12 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the period |
|
|
(25,600 |
) |
|
|
3.46 5.01 |
|
|
|
4.07 |
|
|
|
|
|
|
|
|
(380,676 |
) |
|
|
5.82 6.90 |
|
|
|
6.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
213,300 |
|
|
|
3.46 5.01 |
|
|
|
4.41 |
|
|
13 months |
|
|
|
828,167 |
|
|
|
5.82 6.90 |
|
|
|
6.41 |
|
|
6 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
158,338 |
|
|
|
3.46 5.01 |
|
|
|
4.42 |
|
|
13 months |
|
|
|
569,165 |
|
|
$ |
5.82 6.90 |
|
|
$ |
6.33 |
|
|
6 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Unit Plans: In June 2004, the Company established a rupee option plan
titled Wipro Restricted Stock Unit Plan (WRSUP 2004) and a dollar option plan titled Wipro ADS
Restricted Stock Unit Plan (WARSUP 2004). The Company is authorized to issue up to 12 million
options to eligible employees under each plan. Options under the plan will be granted at a nominal
exercise price (par value of the equity shares).
These options generally vest ratably at the end of each year over a period of five years from
the date of grant. Upon vesting the employees can acquire one equity share for every option. The
options are subject to forfeiture if the employee terminates employment before vesting. The excess
of market price on the date of grant over the exercise price payable by the employees is recognized
as compensation cost. The Company has elected to amortize the compensation cost on a straight-line
basis over the vesting period.
Stock option activity under WRSUP 2004 plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2005 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
|
Shares arising out |
|
|
|
|
|
|
contractual life |
|
|
|
of options |
|
|
Exercise price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
9,519,656 |
|
|
Rs. |
2 |
|
|
66 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the period |
|
|
(326,300 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
9,193,356 |
|
|
|
2 |
|
|
60 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
|
|
|
Rs. |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
|
Shares arising out of |
|
|
|
|
|
|
contractual life |
|
|
|
options |
|
|
Exercise price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
7,598,174 |
|
|
|
2 |
|
|
54 months |
|
|
Granted during the period |
|
|
2,492,560 |
|
|
|
2 |
|
|
72 months |
|
|
Forfeited during the period |
|
|
(305,626 |
) |
|
|
2 |
|
|
|
|
|
|
Exercised during the period |
|
|
(224,806 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
7,127,668 |
|
|
|
2 |
|
|
54 months |
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
346,435 |
|
|
Rs. |
2 |
|
|
48 months |
|
|
|
|
|
|
|
|
|
|
|
Stock option activity under WARSUP 2004 plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2005 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
|
Shares arising out of |
|
|
|
|
|
|
contractual life |
|
|
|
options |
|
|
Exercise price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
1,536,100 |
|
|
$ |
0.04 |
|
|
66 months |
|
|
Forfeited during the period |
|
|
(211,900 |
) |
|
|
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
1,324,200 |
|
|
|
0.04 |
|
|
60 months |
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
|
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
|
Shares arising out of |
|
|
|
|
|
|
contractual life |
|
|
|
options |
|
|
Exercise price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
1,000,720 |
|
|
$ |
0.04 |
|
|
54 months |
|
|
Granted during the period |
|
|
918,130 |
|
|
$ |
0.04 |
|
|
72 months |
|
|
Exercised during the period |
|
|
(19,480 |
) |
|
$ |
0.04 |
|
|
|
|
|
|
Forfeited during the period |
|
|
(80,320 |
) |
|
|
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
1,817,050 |
|
|
|
0.04 |
|
|
59 months |
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
95,520 |
|
|
$ |
0.04 |
|
|
48 months |
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Unit Plan 2005. In July 2005, the Company established a new option plan
titled Wipro Employee Restricted Stock Unit Plan 2005. The Company is authorized to issue up to 12
million options to eligible employees under the plan. Options under the plan will be granted at a
nominal exercise price (par value of the equity shares).
Stock option activity under WRSUP 2005 plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
|
Shares arising out of |
|
|
|
|
|
|
contractual life |
|
|
|
options |
|
|
Exercise price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the period |
|
|
3,556,466 |
|
|
|
2 |
|
|
72 months |
|
|
Forfeited during the period |
|
|
(32,715 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
3,523,751 |
|
|
|
2 |
|
|
69 months |
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended September 30, 2006 the Company has amortized Rs. 547 of
deferred compensation cost. The compensation cost has been allocated to cost of revenues and
operating expenses as follows:
|
|
|
|
|
|
|
Six months ended |
|
|
|
September 30, 2006 |
|
|
|
(Unaudited) |
Cost of revenues |
|
Rs. |
434 |
|
Selling and marketing expenses |
|
|
63 |
|
General and administrative expenses |
|
|
50 |
|
|
|
|
|
|
|
Rs. |
547 |
|
|
|
|
|
As of September 2006 unamortised compensation cost relating to the above plan aggregated
Rs. 4,854 which will be amortised over the balance vesting period.
23. Earnings Per Share
A reconciliation of equity shares used in the computation of basic and diluted earnings per
equity share is set out below:
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
Earnings |
|
|
|
|
|
|
|
|
Net income |
|
Rs. |
8,971.76 |
|
|
Rs. |
13,105.28 |
|
|
|
|
|
|
|
|
|
|
Equity shares |
|
|
|
|
|
|
|
|
Weighted average number of equity shares outstanding |
|
|
1,401,305,426 |
|
|
|
1,422,047,916 |
|
Effect of dilutive equivalent shares-stock options |
|
|
16,257,525 |
|
|
|
17,469,244 |
|
|
|
|
|
|
|
|
Weighted average number of equity shares and equivalent shares outstanding |
|
|
1,417,562,951 |
|
|
|
1,439,517,160 |
|
|
|
|
|
|
|
|
Shares held by the controlled WERT have been reduced from the equity shares outstanding
and shares held by employees subject to vesting conditions have been included in outstanding equity
shares for computing basic and diluted earnings per share.
Options to purchase 12,176,198 and NIL equity shares were outstanding during the six months
ended September 30, 2005 and 2006, respectively, but were not included in the computation of
diluted earnings per share because these instruments were anti-dilutive.
24. Employee Benefit Plans
Gratuity. In accordance with applicable Indian laws, the Company provides for gratuity, a
defined benefit retirement plan (Gratuity Plan) covering certain categories of employees. The
Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of
employment, an amount based on the respective employees last drawn salary and the years of
employment with the Company. The Company provides the gratuity benefit through annual
contributions to a fund managed by the Life Insurance Corporation of India (LIC). Under this plan,
the settlement obligation remains with the Company, although the Life Insurance Corporation of
India administers the plan and determines the contribution premium required to be paid by the
Company.
Net gratuity cost for the six months ended September 30, 2005 and 2006 included:
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
Service cost |
|
Rs. |
78.49 |
|
|
Rs. |
133.01 |
|
Interest cost |
|
|
25.27 |
|
|
|
30.31 |
|
Expected return on assets |
|
|
(20.92 |
) |
|
|
(28.68 |
) |
|
|
|
|
|
|
|
|
|
Adjustment
(1) |
|
|
0.00 |
|
|
|
(62.65 |
) |
|
|
|
|
|
|
|
Net gratuity cost |
|
Rs. |
82.84 |
|
|
Rs. |
71.99 |
|
|
|
|
|
|
|
|
|
(1) |
|
Till March 31, 2006 for certain category of employees, the Company inadvertently
recorded and disclosed a defined benefit plan as a defined contribution plan. During
the six month ended September 30, 2006, the Company has recorded an adjustment of Rs
62.65 as a credit to the income statement to record this plan as a defined benefit
plan. The impact of this adjustment is not material to the income statement, accrued
liability/(prepaid asset) and the overall financial statement presentation. |
Superannuation. Apart from being covered under the Gratuity Plan described above, the senior
officers of the Company also participate in a defined contribution plan maintained by the Company.
This plan is administered by the LIC. The Company makes annual contributions based on a specified
percentage of each covered employees salary. The Company has no further obligations under the
plan beyond its annual contributions.
Provident fund. In addition to the above benefits, all employees receive benefits from a
provident fund, a defined contribution plan. The employee and employer each make monthly
contributions to the plan equal to 12% of the covered employees salary. A portion of the
contribution is made to the provident fund trust established by the Company, while the remainder of
the contribution is made to the Governments provident fund. The Government mandates the annual
yield to be provided to the employees on their corpus. The Company has an obligation to make good
the shortfall, if any, between the yield on the investments of trust and the yield mandated by the
Government.
The Company contributed Rs. 328.53 and Rs. 425.62 to various defined contribution and benefit
plans during the six months ended September 30, 2005 and 2006, respectively.
25. Related Party Transactions
The Company has the following transactions with related parties:
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
Wipro GE: |
|
|
|
|
|
|
|
|
Revenues from sale of computer
equipment and administrative
and management support services |
|
Rs. |
64.40 |
|
|
Rs. |
|
|
|
|
|
|
|
|
|
|
|
WeP Peripherals: |
|
|
|
|
|
|
|
|
Revenues from sale of computer
equipment and services |
|
|
8.24 |
|
|
|
1.09 |
|
Payment for services |
|
|
5.24 |
|
|
|
19.18 |
|
Purchase of printers |
|
|
75.85 |
|
|
|
18.01 |
|
|
|
|
|
|
|
|
|
|
Azim Premji Foundation: |
|
|
|
|
|
|
|
|
Revenues from sale of computer
equipment and services |
|
|
0.38 |
|
|
|
0.26 |
|
|
|
|
|
|
|
|
|
|
Principal shareholder: |
|
|
|
|
|
|
|
|
Payment of lease rentals |
|
|
0.75 |
|
|
|
0.9 |
|
The Company has the following receivables from related parties, which are reported as
other assets/other current assets in the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Wipro GE |
|
Rs. |
64.40 |
|
|
Rs. |
51.48 |
|
|
Rs. |
51.70 |
|
WeP Peripherals |
|
|
8.24 |
|
|
|
1.30 |
|
|
|
4.19 |
|
Azim Premji Foundation |
|
|
0.38 |
|
|
|
0.22 |
|
|
|
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
73.02 |
|
|
Rs. |
53.00 |
|
|
Rs. |
55.93 |
|
|
|
|
|
|
|
|
|
|
|
The Company has the following payables to related parties, which are reported as other
current liabilities in the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
WeP
Peripherals |
|
Rs. |
81.09 |
|
|
Rs. |
14.35 |
|
|
Rs. |
38.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
81.09 |
|
|
Rs. |
14.35 |
|
|
Rs. |
38.85 |
|
|
|
|
|
|
|
|
|
|
|
26.
Sale of accounts receivables/employee advances
From time to time, in the normal course of business, the Company transfers accounts
receivables and employee advances (financials assets) to banks. Under the terms of the
arrangements, the Company surrenders control over the financial assets and accordingly the
transfers are recorded as sale of financial assets. The sale of financial assets may be with or
without recourse. Under arrangements with recourse, the Company is obligated to repurchase the
uncollected financial assets, subject to limits specified in the agreement with the banks.
Additionally, the Company retains servicing responsibility for the transferred financial assets.
Gains and losses on sale of financial assets are recorded based on the carrying value of the
financial assets, fair value of servicing liability and recourse obligations. Loss on sale is
recorded at the time of sale.
During the six months ended September 2005 and 2006, respectively, the Company has not
transferred any financial assets under such arrangements.
27. Commitments and Contingencies
Capital commitments. As of March 31, 2006, September 30, 2005 and 2006, the Company had
committed to spend approximately Rs. 1,714.22, Rs. 2,130.26 and Rs. 2,913.03 respectively, under
agreements to purchase property and equipment. These amounts are net of capital advances paid in
respect of these purchases.
Other commitments. The Companys Indian operations have been established as a Software
Technology Park Unit under a plan formulated by the Government of India. As per the plan, the
Companys India operations have export obligations to the extent of 1.5 times the employee costs
for the year on an annual basis and 5 times the amount of foreign exchange released for capital
goods imported, over a five year period. The consequence of not meeting this commitment in the
future, would be a retroactive levy of import duty on certain computer hardware previously imported
duty free. As of September 30, 2006, the Company has met all commitments required under the plan.
As of September 30, 2005 and 2006, the Company had contractual obligations to spend
approximately Rs. 1,535.40 and Rs. 1,458.42 respectively; under purchase obligations which include
commitments to purchase goods or services of either fixed or minimum quantity that meet certain
criteria.
Guarantees. As of March 31, 2006, September 30, 2005 and 2006 performance and financial
guarantees provided by banks on behalf of the Company to the Indian Government, customers and
certain other agencies amount to approximately Rs. 2,941.20, Rs. 2,373.06 and Rs. 2,437.94
respectively, as part of the bank line of credit.
Contingencies and lawsuits.
The Company had received demands from the Indian income tax authorities for the financial
years ended March 31, 2001 and 2002 aggregating to Rs. 5,231.72. The tax demands were primarily on
account of denial of deduction claimed by the Company under Section 10A of the Indian Income Tax
Act 1961 (Act), in respect of profits earned by its undertakings in Software Technology Park at
Bangalore. The Company had appealed against the said demands. In March 2006, the first income tax
appellate authority substantially upheld the deductions claimed by the Company under Section 10A of
the Act, which vacates a substantial portion of the demands for these years.
In March 2006, the Company received additional tax demand on similar grounds as 2001 and 2002,
for the financial year ended March 31, 2003 aggregating Rs 2,868.77 (including interest of
Rs.750.38). The Company has filed an appeal against the demand for the year ended March 31, 2003,
within the prescribed statutory time. Considering the facts and nature of disallowance, the order
of the appellate authority upholding the claims of the Company for financial year ended March 31,
2001 and 2002, the Company believes that the final outcome of the 2003 dispute should be resolved
in its favour.
The range of loss relating to these contingencies is between zero and the amount of the demand
raised.
Certain other income-tax related legal proceedings are pending against the Company. Potential
liabilities, if any, have been adequately provided for, and the Company does not currently estimate
any incremental liability in respect of these proceedings. Additionally, the Company is also
involved in lawsuits, claims, investigations and proceedings, including patent and commercial
matters, which arise in the ordinary course of business. There are no such matters pending that
Wipro expects to be material in relation to its business.
28. Segment Information
The Company is currently organized by segments, including Global IT Services and Products
(comprising of IT Services and BPO Services segments), India and AsiaPac IT Services and Products,
Consumer Care and Lighting and Others.
The Chairman of the Company has been identified as the Chief Operating Decision Maker (CODM)
as defined by SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information.
The Chairman of the Company evaluates the segments based on their revenue growth, operating income
and return on capital employed. The management believes that return on capital employed is
considered appropriate for evaluating the performance of its operating segments. Return on capital
employed is calculated as operating income divided by the average of the capital employed at the
beginning and at the end of the period.
Until June 30, 2005, the Company reported Global IT Services and Products as an integrated
business segment. Effective July 2006, the Company reorganized the management structure of Global
IT Services and Products Segment. Pursuant to this reorganization, the Company identified new
operating segments. Operating segments with similar economic characteristics and complying with
other aggregation criteria specified in SFAS No. 131 have been combined to form the Companys new
reportable segments. Consequently, IT Services and BPO services now qualify as reportable segments.
Segment data for previous periods have been reclassified to conform to the current period
presentation.
The IT Services segment provides research and development services for hardware and software
design to technology and telecommunication companies, software application development services to
corporate enterprises. The BPO services segment provides Business Process Outsourcing services to
large global corporations.
The Company acquired mPower, New Logic, cMango, Enabler, Saraware Oy and Quantech. The
operations of mPower, New Logic, cMango, Enabler, Saraware Oy and Quantech, which are a component
of IT Services and Products, are currently reviewed by CODM separately and have accordingly been
reported as acquisitions.
The India and AsiaPac IT Services and Products segment focuses primarily on addressing the IT
and electronic commerce requirements of companies in India, MiddleEast and AsiaPacific region.
The Consumer Care and Lighting segment manufactures, distributes and sells soaps, toiletries,
lighting products and hydrogenated cooking oils for the Indian market.
Others consist of business segments that do not meet the requirements individually for a
reportable segment as defined in SFAS No. 131. Corporate activities such as treasury, legal and
accounting, which do not qualify as operating segments under SFAS No. 131 have been considered as
reconciling items.
Segment data for previous periods has been reclassified on a comparable basis. Information on
reportable segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2005 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
India and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global IT Services and Products |
|
|
AsiaPac IT |
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BPO |
|
|
|
|
|
|
Services and |
|
|
Care and |
|
|
|
|
|
|
Reconciling |
|
|
|
|
|
|
IT Services |
|
|
Services |
|
|
Total |
|
|
Products |
|
|
Lighting |
|
|
Others |
|
|
Items |
|
|
Entity Total |
|
Revenues |
|
Rs. |
32,653.98 |
|
|
Rs. |
3,652.06 |
|
|
Rs. |
36,306.04 |
|
|
Rs. |
7,314.16 |
|
|
Rs. |
2,681.02 |
|
|
Rs. |
1,530.37 |
|
|
Rs. |
|
|
|
Rs. |
47,831.59 |
|
Exchange rate fluctuations |
|
|
(84.57 |
) |
|
|
(14.05 |
) |
|
|
(98.62 |
) |
|
|
1.90 |
|
|
|
(0.27 |
) |
|
|
4.05 |
|
|
|
92.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
32,569.41 |
|
|
|
3,638.01 |
|
|
|
36,207.42 |
|
|
|
7,316.06 |
|
|
|
2,680.75 |
|
|
|
1,534.42 |
|
|
|
92.94 |
|
|
|
47,831.59 |
|
Cost of revenues |
|
|
(20,908.81 |
) |
|
|
(2,862.53 |
) |
|
|
(23,771.34 |
) |
|
|
(5,666.35 |
) |
|
|
(1,704.27 |
) |
|
|
(1,139.13 |
) |
|
|
|
|
|
|
(32,281.09 |
) |
Selling and marketing
expenses |
|
|
(1,873.99 |
) |
|
|
(33.95 |
) |
|
|
(1,907.94 |
) |
|
|
(653.27 |
) |
|
|
(553.04 |
) |
|
|
(117.60 |
) |
|
|
(7.65 |
) |
|
|
(3,239.50 |
) |
General and administrative
expenses |
|
|
(1,483.00 |
) |
|
|
(383.83 |
) |
|
|
(1,866.83 |
) |
|
|
(416.70 |
) |
|
|
(44.86 |
) |
|
|
(51.91 |
) |
|
|
(52.23 |
) |
|
|
(2,432.53 |
) |
Research and development
expenses |
|
|
(88.86 |
) |
|
|
|
|
|
|
(88.86 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(88.86 |
) |
Amortization of intangible
assets |
|
|
(8.00 |
) |
|
|
(2.47 |
) |
|
|
(10.47 |
) |
|
|
(4.00 |
) |
|
|
(10.61 |
) |
|
|
|
|
|
|
|
|
|
|
(25.08 |
) |
Exchange rate fluctuations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(92.94 |
) |
|
|
(92.94 |
) |
Others, net |
|
|
6.66 |
|
|
|
|
|
|
|
6.66 |
|
|
|
2.94 |
|
|
|
7.98 |
|
|
|
7.46 |
|
|
|
7.16 |
|
|
|
32.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income of
segment (1) |
|
Rs. |
8,213.41 |
|
|
Rs. |
355.23 |
|
|
Rs. |
8,568.64 |
|
|
Rs. |
578.68 |
|
|
Rs. |
375.95 |
|
|
Rs. |
233.24 |
|
|
Rs. |
(52.72 |
) |
|
Rs. |
9,703.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets of segment (2) |
|
Rs. |
32,313.68 |
|
|
Rs. |
10,157.41 |
|
|
Rs. |
42,471.09 |
|
|
Rs. |
6,043.02 |
|
|
Rs. |
2,147.28 |
|
|
Rs. |
2,218.90 |
|
|
Rs. |
30,354.27 |
|
|
Rs. |
83,234.56 |
|
Capital employed (3) |
|
|
21,586.26 |
|
|
|
9,305.88 |
|
|
|
30,892.14 |
|
|
|
2,052.89 |
|
|
|
1,034.80 |
|
|
|
1,552.09 |
|
|
|
30,101.32 |
|
|
|
65,633.24 |
|
Return on capital
Employed (2),(3) |
|
|
74 |
% |
|
|
9 |
% |
|
|
57 |
% |
|
|
63 |
% |
|
|
76 |
% |
|
|
|
|
|
|
|
|
|
|
27 |
% |
Accounts receivable |
|
|
12,331.61 |
|
|
|
943.81 |
|
|
|
13,275.42 |
|
|
|
2,483.20 |
|
|
|
480.62 |
|
|
|
650.50 |
|
|
|
|
|
|
|
16,889.74 |
|
Cash and cash equivalents
and investments in liquid
and short-term mutual funds |
|
|
2,077.93 |
|
|
|
2,305.68 |
|
|
|
4,383.61 |
|
|
|
262.53 |
|
|
|
182.68 |
|
|
|
441.48 |
|
|
|
26,659.28 |
|
|
|
31,929.58 |
|
Depreciation |
|
|
1,033.57 |
|
|
|
310.93 |
|
|
|
1,344.50 |
|
|
|
51.91 |
|
|
|
35.84 |
|
|
|
27.01 |
|
|
|
21.73 |
|
|
|
1,480.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
India and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global IT Services and Products |
|
|
AsiaPac IT |
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BPO |
|
|
|
|
|
|
Services and |
|
|
Care and |
|
|
|
|
|
|
Reconciling |
|
|
|
|
|
|
IT Services |
|
|
Acquisitions |
|
|
Services |
|
|
Total |
|
|
Products |
|
|
Lighting |
|
|
Others |
|
|
Items |
|
|
Entity Total |
|
Revenues |
|
|
45,400.64 |
|
|
|
1,888.74 |
|
|
|
4,402.22 |
|
|
|
51,691.60 |
|
|
|
9,355.05 |
|
|
|
3,520.8 |
|
|
|
1,882.74 |
|
|
|
|
|
|
|
66,450.19 |
|
Exchange rate fluctuations |
|
|
(37.55 |
) |
|
|
(0.23 |
) |
|
|
(5.31 |
) |
|
|
(43.09 |
) |
|
|
22.22 |
|
|
|
2.23 |
|
|
|
2.25 |
|
|
|
16.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
45,363.09 |
|
|
|
1,888.51 |
|
|
|
4,396.91 |
|
|
|
51,648.51 |
|
|
|
9,377.27 |
|
|
|
3,523.03 |
|
|
|
1,884.99 |
|
|
|
16.39 |
|
|
|
66,450.19 |
|
Cost of revenues |
|
|
(29,371.35 |
) |
|
|
(1,713.52 |
) |
|
|
(2,991.92 |
) |
|
|
(34,076.79 |
) |
|
|
(7,213.66 |
) |
|
|
(2,299.03 |
) |
|
|
(1,433.40 |
) |
|
|
|
|
|
|
(45,022.88 |
) |
Selling and marketing
expenses |
|
|
(2,380.65 |
) |
|
|
(97.84 |
) |
|
|
(13.73 |
) |
|
|
(2,492.22 |
) |
|
|
(850.59 |
) |
|
|
(671.05 |
) |
|
|
(166.91 |
) |
|
|
(15.74 |
) |
|
|
(4,196.5 |
) |
General and administrative
expenses |
|
|
(1,901.56 |
) |
|
|
(202.62 |
) |
|
|
(446.46 |
) |
|
|
(2,550.64 |
) |
|
|
(537.46 |
) |
|
|
(58.86 |
) |
|
|
(79.79 |
) |
|
|
(45.18 |
) |
|
|
(3,271.93 |
) |
Research and development
expenses |
|
|
(128.02 |
) |
|
|
|
|
|
|
|
|
|
|
(128.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(128.02 |
) |
Amortization of intangible
assets |
|
|
|
|
|
|
(99.29 |
) |
|
|
(2.48 |
) |
|
|
(101.76 |
) |
|
|
(6.68 |
) |
|
|
(33.32 |
) |
|
|
|
|
|
|
|
|
|
|
(141.76 |
) |
Exchange rate fluctuations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16.39 |
) |
|
|
(16.39 |
) |
Others, net |
|
|
263.79 |
|
|
|
1.59 |
|
|
|
0.1 |
|
|
|
265.48 |
|
|
|
3.46 |
|
|
|
15.02 |
|
|
|
13.33 |
|
|
|
7.56 |
|
|
|
304.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income of
segment (1) |
|
|
11,845.30 |
|
|
|
(223.17 |
) |
|
|
942.43 |
|
|
|
12,564.56 |
|
|
|
772.34 |
|
|
|
475.79 |
|
|
|
218.23 |
|
|
|
(53.36 |
) |
|
|
13,977.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets of segment (3) |
|
|
43,204.90 |
|
|
|
9,879.75 |
|
|
|
7,339.72 |
|
|
|
60,424.36 |
|
|
|
7,578.87 |
|
|
|
3,921.01 |
|
|
|
2,854.38 |
|
|
|
39,303.68 |
|
|
|
114,082.31 |
|
Capital employed (3) |
|
|
27,405.05 |
|
|
|
8,843.75 |
|
|
|
5,963.04 |
|
|
|
42,211.83 |
|
|
|
2,058.09 |
|
|
|
2,544.6 |
|
|
|
2,295.42 |
|
|
|
39,013.64 |
|
|
|
88,123.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
India and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global IT Services and Products |
|
|
AsiaPac IT |
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BPO |
|
|
|
|
|
|
Services and |
|
|
Care and |
|
|
|
|
|
|
Reconciling |
|
|
|
|
|
|
IT Services |
|
|
Acquisitions |
|
|
Services |
|
|
Total |
|
|
Products |
|
|
Lighting |
|
|
Others |
|
|
Items |
|
|
Entity Total |
|
Return on capital
Employed (2),(3) |
|
|
86 |
% |
|
|
(8 |
%) |
|
|
23 |
% |
|
|
60 |
% |
|
|
68 |
% |
|
|
49 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
33 |
% |
Accounts receivable |
|
|
18,264.90 |
|
|
|
899.91 |
|
|
|
887.07 |
|
|
|
20,051.89 |
|
|
|
3,148.86 |
|
|
|
676.24 |
|
|
|
821.82 |
|
|
|
|
|
|
|
24,698.81 |
|
Cash and cash equivalents
and investments in liquid
and short-term mutual funds |
|
|
1,137.47 |
|
|
|
1,113.55 |
|
|
|
137.35 |
|
|
|
2,388.36 |
|
|
|
253.96 |
|
|
|
73.19 |
|
|
|
(12.59 |
) |
|
|
36,904.14 |
|
|
|
37,190.37 |
|
Depreciation |
|
|
1,261.58 |
|
|
|
116.98 |
|
|
|
314.08 |
|
|
|
1,692.64 |
|
|
|
74.91 |
|
|
|
49.39 |
|
|
|
33.79 |
|
|
|
6.41 |
|
|
|
1,857.14 |
|
|
(1) |
|
Operating income of IT Services, BPO Services, India and AsiaPac IT Services and
Products, Consumer Care and Lighting, Others and Reconciling Items is after Rs.
472.86, Rs. 21.47, Rs. 30.36, Rs. 9.03, Rs. 5.32 and Rs. 8.23, respectively, of
amortization of stock compensation cost arising from the grant of options. |
|
|
(2) |
|
Return on capital employed is computed based on the average of the capital
employed at the beginning and at the end of the period. |
|
|
(3) |
|
The total assets, capital employed and return on capital employed for the
India and AsiaPac IT Services and Products segment excludes the impact of certain
acquisition-related goodwill relating to the segment. This goodwill of Rs. 656.24
as of September 30, 2005 and 2006 has been reported as a component of reconciling
items. |
The Company has four geographic segments: India, United States, Europe and Rest of the
world.
Revenues from the geographic segments based on domicile of the customer are as follows:
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
|
(Unaudited) |
|
|
|
|
India |
|
Rs. |
10,075.59 |
|
|
Rs. |
13,021.34 |
|
United States |
|
|
24,062.14 |
|
|
|
34,031.85 |
|
Europe |
|
|
10,712.89 |
|
|
|
15,384.00 |
|
Rest of the world |
|
|
2,980.97 |
|
|
|
4,013.00 |
|
|
|
|
|
|
|
|
|
|
Rs. |
47,831.59 |
|
|
Rs. |
66,450.19 |
|
|
|
|
|
|
|
|
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Readers are cautioned that this discussion contains forward-looking statements that involve risks
and uncertainties. When used in this discussion, the words anticipate, believe, estimate,
intend ,could, may, plan, predict, should, would, will and expect and other
similar expressions as they relate to the company or our business are intended to identify such
forward-looking statements. These forwardlooking statements speak only as of the date of this
report, and we undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise. Actual results, performances
or achievements could differ materially from those expressed or implied in such forward-looking
statements. Factors that could cause or contribute to such differences include those described
under the heading Risk Factors, as well as the other factors discussed in this report. Readers
are cautioned not to place undue reliance on these forward-looking statements. The following
discussion and analysis should be read in conjunction with our financial statements included herein
and the notes thereto.
Overview
We are a leading global information technology, or IT, services company founded in 1945, and
headquartered in Bangalore, India. We provide a comprehensive range of IT services, software
solutions and research and development services in the areas of hardware and software design to the
leading companies worldwide. We use our development centers located in India and around the world,
quality processes and global resource pool to provide cost effective IT solutions and deliver
time-to-market and time-to-development advantages to our clients. We also provide business process
outsourcing, or BPO, services.
In India, we are a leader in providing IT solutions and services. We also have a profitable
presence in the Indian markets for consumer products and lighting.
We have the following principal business segments:
|
|
|
Global IT Services and Products. Our Global IT Services and Products segment provides
IT services to customers in the Americas, Europe and Japan and BPO Services to clients in
North America, Europe, Australia and other markets. The range of IT services we provide
includes IT consulting, custom application design, development, re-engineering and
maintenance, systems integration, package implementation, technology infrastructure
outsourcing, testing services and research and development services in the areas of
hardware and software design. Our services offerings in BPO Services include customer
interaction services, finance and accounting services and process improvement services for
repetitive processes. |
|
|
|
|
Until June 30, 2005, we reported Global IT Services and Products as an integrated business
segment. Effective July 1, 2005, we reorganized the management structure of our Global IT
Services and Products segment. Pursuant to this reorganization, we have reorganized our
business into new operating segments. Business lines with similar economic characteristics
and which comply with segment aggregation criteria specified in US GAAP have been combined
to form our new reportable segments. Consequently, IT Services and Products and BPO Services
now qualify as reportable segments. Segment data for previous periods have been reclassified
to conform to the current period presentation. |
In December 2005, we acquired 100% of the equity of mPower Software Service Inc. and
subsidiaries, a U.S. based company in the payment processing sector, for an aggregate cash
consideration equal to Rs. 1,275 million ($28 million). Pursuant to the terms of this acquisition,
we also acquired 100% of the equity of MPact India, a joint venture between MasterCard
International and mPower Software Services Inc.
In December, 2005, we acquired 100% of the equity of BVPENTE Beteiligungsverwaltung GmbH and
subsidiaries (New Logic). New Logic is a European system-on-chip design company. The consideration
included an upfront cash consideration of Rs. 1,157 million, subject to working capital
adjustments, and an earn-out of Euro 27 million to be determined and paid in the future based
on certain financial targets being achieved over a three year period. During the six months ended
September 30, 2006, we paid an additional consideration of Rs. 69 million towards the working
capital adjustment. We have determined that a portion of the earn-out, up to a maximum of Euro 2.50
million that is linked to the continuing employment of one of the selling shareholders is
compensatory in nature. The balance earn-out will be recorded as additional purchase price when the
contingency is resolved.
In April 2006, we acquired 100% of the equity of cMango Inc. and subsidiaries (cMango). cMango
is a provider of Business Service Management (BSM) solutions. The consideration included a cash
payment of Rs. 884.25 million and an earn-out of US$ 12 million to be determined and paid in the
future based on specific financial metrics being achieved over a two year period. The earn-out will
be recorded as additional purchase price when the contingency is resolved.
In May 2006, we acquired a substantial portion of the business of North-west Switchgear
Limited, a manufacturer and distributor of switches, sockets and miniature circuit breakers
(collectively the products) under the trademark/ brand name North-West. The consideration
(including direct acquisition costs) amounted to Rs. 1,131.66 and an earn-out of Rs. 200.00 to be
determined and paid in the future based on achievement of specified revenue levels over a period of
four years. Further, we entered into a non-compete and manufacturing agreement with the sellers.
Under the manufacturing agreement, the seller will manufacture the products for Wipro by certain
assets and employees retained by the seller. The manufacturing agreement is for a period of five
years. Amounts paid by us for such manufacturing services will be recorded through the income
statement. The earn-outs which are not linked to any post-acquisition services by the seller will
be recorded as additional purchase consideration when the contingency is resolved. Based on the
guidance in EITF Issue No. 98-3, Determining Whether a Non-monetary Transaction Involves Receipt
of Productive Assets of a Business, we have accounted for this transaction as an acquisition of a
business. A significant portion of the consideration has been allocated to the trademark/brand name
North-West.
In June 2006, we acquired 100% of the equity of RetailBox BV and subsidiaries (Enabler).
Enabler is in the business of providing comprehensive IT solutions and services. The consideration
included a cash payment of Rs. 2,442 million and an earn-out of Euro 11 million to be determined
and paid in the future based on specific financial metrics being achieved over a two year period.
The earn-out will be recorded as additional purchase price when the contingency is resolved.
In June 2006, we acquired 100% of the equity of Saraware Oy (Saraware) a company involved in
providing design and engineering services to telecom companies. The consideration included a cash
payment of Rs. 947 million and an earn-out of Euro 7 million to be determined and paid in future
based on certain financial targets being achieved over a period of eighteen months.
In July 2006, we acquired 100% of the equity of Quantech Global Services LLC and Quantech
Global Services Ltd (Quantech). Quantech is in the business of providing computer aided design and
engineering services. The consideration included an upfront cash payment of Rs. 142.00 million, a
deferred cash payment of US$ 3.00 million and an earn-out to be determined and paid in the future
based on financial targets being achieved over a period of 36 months. Through this acquisition, we
aim to strengthen our presence in the mechanical engineering design and analysis service sector.
The operations of mPower, New Logic, cMango, Enabler, Saraware and Quantech which are now part
of IT Services and Products, are currently reviewed by our Chief Operating Decision Maker, or CODM,
separately, and have accordingly been reported separately under Acquisitions in our Notes to
Financial Statements. We intend to include all acquisitions made within four quarters preceding the
reporting date within Acquisitions.
In September 2006, we entered into an agreement to acquire Hydrauto Group AB (Hydrauto) for a
cash consideration of Euro 24.50 million. Hydrauto is a company engaged in the production,
marketing and development of customized hydraulic cylinder solution for mobile applications such as
mobile cranes, excavators, dumpers and trucks. We expect to complete this acquisition by November
2006.
Our Global IT Services and Products segment accounted for 78% of our revenue and 90% of our
operating income for the six months ended September 30, 2006. Of these percentages, our IT Services
and Products segment accounted for 71% of our revenue and 83% of our operating income for the six
months ended September 30, 2006 and our BPO Services segment accounted for 7% of our revenue and 7%
of our operating income for the six months ended September 30, 2006.
|
|
|
India and AsiaPac IT Services and Products. Our India and AsiaPac
IT Services and Products segment is a leader in the Indian IT
market and focuses primarily on meeting the requirements for IT
products and services of companies in India, the AsiaPacific and
the Middle East region. Our India and AsiaPac IT Services and
Products segment accounted for 14% of our revenue and 6% of our
operating income for the six months ended September 30, 2006. |
|
|
|
Consumer Care and Lighting. We leverage our brand name and
distribution strengths to sustain a profitable presence in niche
markets in the areas of soaps, toiletries, lighting products and
hydrogenated cooking oils for the Indian market. Our Consumer Care
and Lighting segment accounted for 5% of our revenue and 3% of our
operating income for the six months ended September 30, 2006. |
Our revenue, net income and other selected financial information for the three month and six
month periods ended September 30, 2005 and 2006 are provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wipro Limited and subsidiaries |
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
|
(in millions except earnings per share data) |
|
Revenue |
|
Rs. |
24,966 |
|
|
Rs. |
35,138 |
|
|
Rs. |
47,832 |
|
|
Rs. |
66,450 |
|
Cost of revenue |
|
|
(16,999 |
) |
|
|
(23,841 |
) |
|
|
(32,281 |
) |
|
|
(45,023 |
) |
Gross profit |
|
|
7,967 |
|
|
|
11,297 |
|
|
|
15,551 |
|
|
|
21,427 |
|
Gross margins |
|
|
32 |
% |
|
|
32 |
% |
|
|
33 |
% |
|
|
32 |
% |
Operating income |
|
|
5,119 |
|
|
|
7,468 |
|
|
|
9,704 |
|
|
|
13,978 |
|
Net income |
|
|
4,704 |
|
|
|
6,963 |
|
|
|
8,972 |
|
|
|
13,105 |
|
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
3.35 |
|
|
|
4.89 |
|
|
|
6.40 |
|
|
|
9.19 |
|
Diluted |
|
|
3.32 |
|
|
|
4.83 |
|
|
|
6.33 |
|
|
|
9.11 |
|
Our revenue and operating income by business segment are provided below for the three
months and six months ended September 30, 2005 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global IT Services and Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT Services and Products |
|
|
69 |
% |
|
|
67 |
% |
|
|
68 |
% |
|
|
68 |
% |
Acquisitions |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
3 |
|
BPO Services |
|
|
7 |
|
|
|
7 |
|
|
|
8 |
|
|
|
7 |
|
Total |
|
|
76 |
|
|
|
78 |
|
|
|
76 |
|
|
|
78 |
|
India and AsiaPac IT Services and Products |
|
|
16 |
|
|
|
14 |
|
|
|
15 |
|
|
|
14 |
|
Consumer Care and Lighting |
|
|
5 |
|
|
|
5 |
|
|
|
6 |
|
|
|
5 |
|
Others |
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global IT Services and Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT Services and Products |
|
|
84 |
% |
|
|
84 |
% |
|
|
85 |
% |
|
|
85 |
% |
Acquisitions |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(2 |
) |
BPO Services |
|
|
4 |
|
|
|
7 |
|
|
|
3 |
|
|
|
7 |
% |
Total |
|
|
88 |
|
|
|
90 |
|
|
|
88 |
|
|
|
90 |
|
India and AsiaPac IT Services and Products |
|
|
6 |
|
|
|
6 |
|
|
|
6 |
|
|
|
6 |
|
Consumer Care and Lighting |
|
|
4 |
|
|
|
3 |
|
|
|
4 |
|
|
|
3 |
|
Others |
|
|
3 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Reconciling items |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Others category in the table above includes our other lines of business such as Wipro
Infrastructure Engineering Limited and Wipro Biomed. Corporate activities such as treasury, legal,
accounting and human resources, which do not qualify as operating segments under SFAS No. 131, have
been considered as reconciling items. Reconciling items are net of common costs allocated to other
business segments.
Global IT Services and Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
Revenue |
|
|
18,919 |
|
|
|
27,173 |
|
|
|
36,207 |
|
|
|
51,649 |
|
Gross profit |
|
|
6,464 |
|
|
|
9,208 |
|
|
|
12,436 |
|
|
|
17,573 |
|
Selling and marketing expenses |
|
|
(919 |
) |
|
|
(1,283 |
) |
|
|
(1,908 |
) |
|
|
(2,492 |
) |
General and administrative expenses |
|
|
(996 |
) |
|
|
(1,399 |
) |
|
|
(1,867 |
) |
|
|
(2,551 |
) |
Research and development expenses |
|
|
(46 |
) |
|
|
(71 |
) |
|
|
(89 |
) |
|
|
(128 |
) |
Amortisation of intangibles |
|
|
(1 |
) |
|
|
(65 |
) |
|
|
(10 |
) |
|
|
(102 |
) |
Others, net |
|
|
(1 |
) |
|
|
263 |
|
|
|
7 |
|
|
|
265 |
|
Operating income |
|
|
4,501 |
|
|
|
6,653 |
|
|
|
8,569 |
|
|
|
12,565 |
|
Revenue growth rate over prior period |
|
|
27 |
% |
|
|
44 |
% |
|
|
29 |
% |
|
|
43 |
% |
Gross margin |
|
|
34 |
% |
|
|
34 |
% |
|
|
34 |
% |
|
|
34 |
% |
Operating margin |
|
|
24 |
% |
|
|
24 |
% |
|
|
24 |
% |
|
|
24 |
% |
Revenue from our Global IT Services and Products segment consists of revenue from our IT
Services and Products and BPO Services business operating segments. Until June 30, 2005, we
reported Global IT Services and Products as an integrated business segment. Effective as of July
1, 2005, we reorganized the management structure of our Global IT Services and Products segment
into IT Services and Products and BPO Services.
IT Services and Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Revenue |
|
Rs. |
17,108 |
|
|
Rs. |
24,877 |
|
|
Rs. |
32,569 |
|
|
Rs. |
47,252 |
|
Gross profit |
|
|
6,042 |
|
|
|
8,409 |
|
|
|
11,661 |
|
|
|
16,167 |
|
Selling and marketing expenses |
|
|
(908 |
) |
|
|
(1,276 |
) |
|
|
(1,874 |
) |
|
|
(2,478 |
) |
General and administrative expenses |
|
|
(807 |
) |
|
|
(1,154 |
) |
|
|
(1,483 |
) |
|
|
(2,105 |
) |
Research and development expenses |
|
|
(46 |
) |
|
|
(71 |
) |
|
|
(89 |
) |
|
|
(128 |
) |
Amortization of intangibles |
|
|
|
|
|
|
(64 |
) |
|
|
(8 |
) |
|
|
(99 |
) |
Others, net |
|
|
(1 |
) |
|
|
263 |
|
|
|
7 |
|
|
|
265 |
|
Operating income |
|
|
4,279 |
|
|
|
6,109 |
|
|
|
8,213 |
|
|
|
11,622 |
|
Revenue growth rate over prior period |
|
|
29 |
% |
|
|
45 |
% |
|
|
30 |
% |
|
|
45 |
% |
Gross margin |
|
|
35 |
% |
|
|
34 |
% |
|
|
36 |
% |
|
|
34 |
% |
Operating margin |
|
|
25 |
% |
|
|
25 |
% |
|
|
25 |
% |
|
|
25 |
% |
Revenue from our IT Services and Products is derived from technology and software
services provided on a time-and-materials or fixed-price, fixed-timeframe basis. Our business
segment revenue includes the impact of exchange rate fluctuations. Revenue from IT services
provided on a time-and-materials basis is recognized in the period that services are provided and
costs are incurred. Revenue from IT services provided through fixed-price, fixed-timeframe
projects is recognized on a percentage of completion basis. Provisions for estimated losses on
projects in progress are recorded in the period in which we determine such losses to be probable.
Maintenance revenue is deferred and recognized ratably over the term of the agreement. To date, a
substantial majority of our services revenue has been derived from time-and-materials projects.
From time to time, we may experience pricing pressure from our clients, especially during economic
downturns, which could adversely affect our revenue, margins and gross profits. For example,
clients often expect that as we do more business with them they will receive volume discounts.
Additionally, clients may ask for fixed-price arrangements or reduced rates. As such, we believe
the proportion of revenue from fixed-price, fixed-timeframe projects may increase. Our operating
results could be adversely affected by factors such as cost overruns due to delays, unanticipated
costs, and wage inflation.
The cost of revenue for services in our IT Services and Products segment consists primarily of
compensation expenses, data communication expenses, computer maintenance, travel expenses and
occupancy expenses associated with services rendered. We recognize these costs as incurred.
Selling and marketing expenses consist primarily of sales, advertising and marketing expenses and
allocated corporate overhead expenses associated with corporate marketing. General and
administrative expenses consist primarily of administrative expenses and allocated corporate
overhead expenses associated with management, human resources, information management systems,
quality assurance and finance.
The revenue and profits for any period of our IT services is significantly affected by the
proportion of work performed at our facilities in India and at client sites overseas and by the
utilization rates of our IT professionals. The higher rates we charge for performing work at
client sites overseas do not completely offset the higher costs of performing such overseas work,
and therefore, services performed in India generally yield better profit margins. For this reason,
we seek to move a project as early as possible from overseas locations to our Indian development
centers. As of September 30, 2006, approximately 68% of our professionals engaged in providing IT
services were located in India. For the three months ended September 30, 2006, 45% of the revenues
of our IT services were generated from work performed at our facilities in India.
In our segment reporting only, management has included the impact of exchange rate
fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported
in our statements of income, is Rs. 32,654 million and Rs. 47,289 million for the six months ended
September 30, 2005 and 2006, respectively.
BPO Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Revenue |
|
Rs. |
1,812 |
|
|
Rs. |
2,296 |
|
|
Rs. |
3,638 |
|
|
Rs. |
4,397 |
|
Gross profit |
|
|
422 |
|
|
|
797 |
|
|
|
775 |
|
|
|
1,405 |
|
Selling and marketing expenses |
|
|
(11 |
) |
|
|
(8 |
) |
|
|
(34 |
) |
|
|
(14 |
) |
General and administrative expenses |
|
|
(189 |
) |
|
|
(244 |
) |
|
|
(384 |
) |
|
|
(446 |
) |
Amortization of intangibles |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
Operating income |
|
|
221 |
|
|
|
543 |
|
|
|
355 |
|
|
|
942 |
|
Revenue growth rate over prior period |
|
|
10 |
% |
|
|
27 |
% |
|
|
19 |
% |
|
|
21 |
% |
Gross margin |
|
|
23 |
% |
|
|
35 |
% |
|
|
21 |
% |
|
|
32 |
% |
Operating margin |
|
|
12 |
% |
|
|
24 |
% |
|
|
10 |
% |
|
|
21 |
% |
Revenue from BPO Services is derived from both time-based and unit-priced contracts. Our
business segment revenue includes the impact of exchange rate fluctuations. Revenue from BPO
Services is recognized as services are performed under the specific terms of the contracts with our
customers.
The cost of revenue for services in our BPO Services segment consists primarily of
compensation expenses, data communication expenses, computer maintenance, travel expenses and
occupancy expenses associated with services rendered. We recognize these costs as incurred.
Selling and marketing expenses and general and administrative expenses for our BPO Services
business segment are similar in type to those for our IT Services and Products business segment.
The revenue and profits for any period of our BPO Services is affected by the utilization
rates of our BPO professionals.
In our segment reporting only, management has included the impact of exchange rate
fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported
in our statements of income, is Rs. 3,652 million and Rs. 4,402 million for the six months ended
September 30, 2005 and 2006 respectively.
India and AsiaPac IT Services and Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
Rs. |
1,423 |
|
|
Rs. |
2,077 |
|
|
Rs. |
2,845 |
|
|
Rs. |
3,685 |
|
Products |
|
|
2,490 |
|
|
|
2,927 |
|
|
|
4,471 |
|
|
|
5,692 |
|
Total |
|
|
3,913 |
|
|
|
5,004 |
|
|
|
7,316 |
|
|
|
9,377 |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
593 |
|
|
|
886 |
|
|
|
1,165 |
|
|
|
1,603 |
|
Products |
|
|
270 |
|
|
|
284 |
|
|
|
485 |
|
|
|
561 |
|
Total |
|
|
863 |
|
|
|
1,169 |
|
|
|
1,650 |
|
|
|
2,163 |
|
Selling and marketing expenses |
|
|
(346 |
) |
|
|
(458 |
) |
|
|
(653 |
) |
|
|
(851 |
) |
General and administrative expenses |
|
|
(194 |
) |
|
|
(291 |
) |
|
|
(417 |
) |
|
|
(537 |
) |
Amortization of intangibles |
|
|
(4 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
(7 |
) |
Others, net |
|
|
2 |
|
|
|
1 |
|
|
|
3 |
|
|
|
3 |
|
Operating income |
|
|
321 |
|
|
|
419 |
|
|
|
579 |
|
|
|
772 |
|
Revenue growth rate over prior period |
|
|
26 |
% |
|
|
28 |
% |
|
|
30 |
% |
|
|
28 |
% |
Gross margin |
|
|
22 |
% |
|
|
23 |
% |
|
|
23 |
% |
|
|
23 |
% |
Operating margin |
|
|
8 |
% |
|
|
8 |
% |
|
|
8 |
% |
|
|
8 |
% |
Revenue from the services component of our India and AsiaPac IT Services and Products
business segment is derived principally from hardware and software support, maintenance, software
services and consulting services. Revenue from the products component of our India and AsiaPac IT Services
and Products segment is derived primarily from the sale of computers, networking equipment and
related hardware products. We recognize revenue from services, depending on the contract terms,
over the contract period. Revenue on products is recognized, in accordance with the sales contract,
on dispatch of the products to the customer. Our business segment revenue includes the impact of
exchange rate fluctuations.
The cost of revenue for services in our India and AsiaPac IT Services and Products segment
consists primarily of compensation expenses, expenses on outsourced services and replacement parts
for our maintenance services. We recognize these costs as incurred. The cost of revenue for
products in our India and AsiaPac IT Services and Products segment consists of manufacturing costs
for products, including materials, labor and facilities. In addition, a portion of the costs
reflects products manufactured by third parties and sold by us. We recognize these costs at the
time of sale. In cases where the application of the contingent revenue provision of EITF Issue No.
00-21 results in recognizing a loss on a delivered item the cost recognized is limited to the
amount of non-contingent revenues recognized. The balance of the costs are recorded as an asset and
are reviewed for impairment based on the estimated net cash flows to be received for future
deliverables under the contract. These costs are subsequently recognized on recognition of the
revenue allocable to the balance deliverables.
Selling and marketing expenses and general and administrative expenses for our India and
AsiaPac IT Services and Products business segment are similar in type to those for our Global IT
Services and Products business segment.
Historically, in our India and AsiaPac IT Services and Products business segment, revenue from
products has accounted for a substantial majority of revenue and a much smaller portion of
operating income. Our strategy in the IT market in India and the AsiaPacific region is to improve
our profitability by focusing on IT services, including systems integration, support services,
software and networking solutions, Internet and e-commerce applications.
In our segment reporting only, management has included the impact of exchange rate
fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported
in our statements of income, was Rs.3,902 million and Rs. 4,918 million for the three months ended
September 30, 2005 and 2006, respectively and Rs. 7,314 million and Rs. 9,355 million for the six
months ended September 30, 2005 and 2006, respectively.
Consumer Care and Lighting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Revenue |
|
Rs. |
1,359 |
|
|
Rs. |
1,872 |
|
|
Rs. |
2,681 |
|
|
Rs. |
3,523 |
|
Gross profit |
|
|
481 |
|
|
|
629 |
|
|
|
976 |
|
|
|
1,224 |
|
Selling and marketing expenses |
|
|
(269 |
) |
|
|
(341 |
) |
|
|
(553 |
) |
|
|
(671 |
) |
General and administrative expenses |
|
|
(21 |
) |
|
|
(30 |
) |
|
|
(45 |
) |
|
|
(59 |
) |
Amortization of intangibles |
|
|
(5 |
) |
|
|
(20 |
) |
|
|
(11 |
) |
|
|
(33 |
) |
Others, net |
|
|
5 |
|
|
|
7 |
|
|
|
8 |
|
|
|
15 |
|
Operating income |
|
|
190 |
|
|
|
249 |
|
|
|
376 |
|
|
|
475 |
|
Revenue growth rate over prior period |
|
|
22 |
% |
|
|
38 |
% |
|
|
26 |
% |
|
|
31 |
% |
Gross margin |
|
|
35 |
% |
|
|
34 |
% |
|
|
36 |
% |
|
|
35 |
% |
Operating margin |
|
|
14 |
% |
|
|
13 |
% |
|
|
14 |
% |
|
|
14 |
% |
We have been in the Consumer Care business since 1945 and the lighting business since
1992. The Consumer Care business has historically generated surplus cash. Our strategy is to
sustain operating margins, continue generating positive operating cash flows and increase the
proportion of revenues from high margin products.
We recognize revenue from product sales, in accordance with the sales contract, at the time of
shipment. Cost of products consists primarily of raw materials and other manufacturing expenses
such as employee compensation expenses and overhead costs for factories. Selling and marketing,
general and administrative expenses are similar in type to those for our other business segments.
Amortization of Deferred Stock Compensation
Effective April 1, 2006, we adopted SFAS No. 123 (revised 2004), Share-Based Payment, (SFAS
No. 123 (R)) which requires the measurement and recognition of compensation expense for all
stock-based payment awards based on the grant-date fair value of those awards. Previously, we used
the intrinsic value based method, permitted by Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock issued to Employees, to account for our employee stock-based compensation
plans and had adopted the pro-forma disclosure provisions of SFAS No. 123, Accounting for
Stock-Based Compensation.
In June 2004, we established an option plan titled Wipro Restricted Stock Unit Plan (WRSUP
2004) and a plan titled Wipro ADS Restricted Stock Unit Plan (WARSUP 2004). Options granted
under these plans generally vest ratably at the end of each year over a period of five years from
the date of grant. Upon vesting, our employees can acquire one equity share for every option held.
The options are subject to forfeiture if the employee terminates employment before vesting. The
excess of market price on the date of grant over the exercise price payable by the employees is
recognized as compensation cost.
In July 2005, we established an option plan titled the Wipro Restricted Stock Unit Plan
(WRSUP 2005). Options granted under this plan vest over a period of five years from the date of
grant. Upon vesting, our employees can acquire one equity share for every option held. The options
are subject to forfeiture if the employee terminates employment before vesting. The excess of
market price on the date of grant over the exercise price payable by the employees is recognized as
compensation cost.
During the six months ended September 30, 2006, we granted 2,492,560 options under WRSUP 2004,
918,130 options under WARSUP 2004 and 3,556,466 options under WRSUP 2005. As of September 30, 2006,
there were 9,560,302 options outstanding under our WRSUP 2004 plan, 1,817,050 options outstanding
under our WARSUP 2004 Plan and 3,523,751 options outstanding under our WRSUP 2005 Plan. The
compensation costs arising from such grants is being amortized over the vesting period of five
years on a straight-line basis.
As a result of the above, we have amortized stock compensation expenses of Rs. 342 million and
Rs. 547 million for the six months ended September 30, 2005 and 2006, respectively. The
unamortized stock compensation cost as of September 30, 2006 amounted to Rs. 4,854 million.
The stock compensation charge has been allocated to cost of revenue and selling and marketing
expenses and general and administrative expenses in line with the nature of the service rendered by
the employee who received the benefit.
The allocation is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Cost of revenue |
|
Rs. |
110 |
|
|
Rs. |
269 |
|
|
Rs. |
224 |
|
|
Rs. |
434 |
|
Selling and marketing expenses |
|
|
16 |
|
|
|
43 |
|
|
|
39 |
|
|
|
63 |
|
General and administrative expenses |
|
|
41 |
|
|
|
37 |
|
|
|
79 |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
167 |
|
|
Rs. |
349 |
|
|
Rs. |
342 |
|
|
Rs. |
547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of Intangible Assets
Intangible assets are amortized over their estimated useful lives in proportion to the
economic benefits consumed in each period. We have amortized intangible assets of Rs. 25 million
and Rs. 186 million for the six months ended September 30, 2005 and 2006, respectively.
Foreign Exchange Gains, net
Our foreign exchange gains, net, consists of:
|
|
|
exchange differences arising from the translation or settlement of transactions in
foreign currency; 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 accounting hedges, the marked to market gains and
losses are deferred and reported as a component of other comprehensive income in
stockholders equity. |
Other Income, net
Our other income includes interest income on short-term investments, net of interest expense
on short-term debt, dividend income, realized gains/losses on the sale of investment securities and
gains/losses on the sale of property, plant and equipment.
Equity in Earnings/Losses of Affiliates
Wipro GE Medical Systems Private Limited. (Wipro GE). We hold a 49% equity interest in Wipro
GE Medical Systems Private Limited, a venture where General Electric, USA holds the balance of 51%.
WeP Peripherals Ltd. (WeP). We hold a 36.81% equity interest in WeP Peripherals Ltd.
Income Taxes
Our net income earned from providing services at client premises outside India is subject to
tax in the country where we perform the work. Most of our tax paid in countries other than India
can be applied as a credit against our Indian tax liability to the extent that the same income is
liable to tax in India.
Currently, we benefit from certain tax incentives under Indian tax laws. As a result of these
incentives, our operations have not been subject to significant Indian tax liabilities. These tax
incentives currently include a tax holiday from payment of Indian corporate income taxes for our
Global IT Services and Products business operated from specially designated Software Technology
Parks and Special Economic Zones in India and an income tax deduction of 100% for profits
derived from exporting information technology services. As a result, a substantial portion of our
pre-tax income has not been subject to significant tax in recent years. For the six months ended
September 30, 2005 and 2006, our tax benefits were Rs. 2,358 million and Rs. 3,597 million
respectively, from such tax incentives. We are currently also eligible for exemptions from other
taxes, including customs duties. When our tax holiday and income tax deduction exemptions
expire or terminate, our costs will increase. Additionally, the Government of India could enact tax
laws in the future, which could further impair our other tax incentives.
In the Finance Act, 2005, the Government of India introduced a separate tax holiday scheme for
units set up under designated special economic zones engaged in manufacture of articles or in
provision of services. Under this scheme, units in designated special economic zones which begin
providing services on or after April 1, 2005 will be eligible for a deduction of 100 percent of
profits or gains derived from the export of services for the first five years from commencement of
provision of services and 50 percent of such profits or gains for a further five years. Certain tax
benefits are also available for a further five years subject to the unit meeting defined
conditions. During the six months ended September 30, 2006, three units were registered under the
tax holiday scheme. We are taking necessary actions to avail further tax benefits under this tax
holiday scheme.
In March 2004 and March 2005, we received demands from the Indian income tax authorities for
our 2000 and 2001 fiscal years respectively for a total of Rs. 5,232 million. The tax demands were
primarily due to the denial of deductions claimed by us under Section 10A of the Income Tax Act
1961 (Act), with respect to profits earned by our undertakings at our Software Technology Park
located at Bangalore. We had appealed against these demands. In March 2006, the first income tax
appellate authority substantially upheld the deductions claimed by us under Section 10A of the Act, which will vacate a substantial
portion of the demands for these years.
In March 2006, we also received an assessment order for our 2002 fiscal years on similar
grounds. The order has demanded a tax of Rs. 2,869 million (including interest of Rs.750 million).
We have filed an appeal against these assessment orders within the prescribed statutory timeframe.
Considering the facts and nature of disallowances, the order of the appellate authority upholding
our deduction claims for our 2000 and 2001 fiscal years, our management believes that the final
outcome of the 2002 dispute should be resolved in our favor and there should not be any material
impact on our financial statements.
The range of loss relating to this
contingencies is between zero and the amount of demand raised.
Although we currently believe we will ultimately prevail in our appeal, the results of such
appeal, and any subsequent appeals, cannot be predicted with certainty. Should we fail to prevail
in our appeal, or any subsequent appeals, in any reporting period, the operating results of such
reporting period could be materially adversely affected.
The Indian Finance Act, 2005 imposes an additional income tax on companies called a Fringe
Benefits Tax, or FBT. Pursuant to this Act, companies are deemed to have provided fringe benefits
to their employees if certain defined expenses are incurred. A portion of these expenses is deemed
to be a fringe benefit to the employees and subjects a company to tax at a rate of 30%, exclusive
of applicable surcharge and cess. The Fringe Benefits Tax and other similar taxes enacted in the
future by the Government of India could adversely affect our profitability. In our income
statement, the FBT is allocated as cost of revenues, selling and marketing expenses and general and
administrative expenses on the basis of its nature.
Results of operations for the three months ended September 30, 2006 and 2005
Revenue. Our total revenues increased by Rs. 10,172 million, or 41%, from Rs. 24,966 million
for the three months ended September 30, 2005 to Rs. 35,138 million for the three months ended
September 30, 2006. This was driven primarily by a 45%, 27%, 28%, 38% and 31% increase in revenue
from our IT Services and Products, BPO Services, India and AsiaPac IT Services and Products,
Consumer Care and Lighting and Others business segments, respectively.
Global IT Services and Products revenue increased by 44% from Rs. 18,919 million for the three
months ended September 30, 2005 to Rs. 27,173 million for the three months ended September 30,
2006. This was primarily due to a 45% increase in revenue from IT Services and Products and a 27%
increase in revenue from BPO Services. The increase in revenues from IT Services and Products is
attributable primarily to two factors. First, we integrated the acquisitions of mPower, New logic,
cMango, Saraware, Enabler and Quantech. Second, the increase in revenue from this business segment
comprises 40% increase in revenue from enterprise services and a 36% increase in revenue from
technology services. The increase in revenue from enterprise services was primarily driven by
increased revenue from services provided to customers in the financial services and retail sectors.
The increase in revenue from technology services was primarily driven by increased revenue from
services provided to customers in the telecom sector and from the design and development of
embedded software solutions for customers in the consumer electronics sector. Revenue from BPO
Services increased primarily due to the favorable impact of depreciation of the Indian Rupee
against the US dollar and increase in the scope and volume of services provided to existing
clients.
In our Global IT Services and Products business, we added 53 new clients during the three
months ended September 30, 2006. The total number of clients that individually accounted for over
$1 million of annualized revenue increased from 201 as of September 30, 2005 to 243 as of September
30, 2006.
India and AsiaPac IT Services and Products revenue increased by 28%, from Rs. 3,913 million
for the three months ended September 30, 2005 to Rs. 5,004 million for the three months ended
September 30, 2006. Revenue from the products component of our India and AsiaPac IT Services and
Products business increased by 18%, from Rs. 2,490 million for the three months ended September 30,
2005 to Rs. 2,927 million for the three months ended September 30, 2006. The increase was
attributable to an increase in the volume of products sold by us.
Revenue from the services component of our India and AsiaPac IT Services and Products business
grew by 46%, from Rs. 1,423 million in the three months ended September 30, 2005 to Rs. 2,077
million for the three months ended September 30, 2006. The increase was primarily due to an
increase in revenue from new service lines, like consulting services and system integration
services, and growth in our core business of hardware and software support and maintenance
services.
Consumer Care and Lighting revenue increased by 38%, from Rs. 1,359 million for the three
months ended September 30, 2005 to Rs. 1,872 million for the three months ended September 30, 2006.
The increase in revenue is attributable to an increase in the volume of our soap, lighting and
furniture products and the integration of new product lines.
Revenue from Others increased by 31%, from Rs. 830 million for the three months ended
September 30, 2005 to Rs. 1,092 million for the three months ended September 30, 2006. This was
primarily due to an increase in revenue from the sale of hydraulic cylinders and tipping gear
systems.
Gross Profit. As a percentage of total revenue, gross profit remained constant at 32% for the
three months ended September 30, 2005 and the three months ended September 30, 2006. Gross margin
from our IT Services and Products business declined marginally from 35% for the three months ended
September 30, 2005 to 34% for the three months ended September 30, 2006, offset by an increase in
gross profit as a percentage of revenue from our BPO Services business from 23% for the three
months ended September 30, 2005 to 35% for the three months ended September 30, 2006. Gross profit
as a percentage of revenue from our Indian and AsiaPac IT Services and Products business increased
from 22% for the three months ended September 30, 2005 to 23% for the three months ended September
30, 2006. Gross profit as a percentage of revenue from our Consumer Care and Lighting business
declined marginally from 35% for the three months ended September 30, 2005 to 34% for the three
months ended September 30, 2006. Gross profit as a percentage of revenue from Others increased from
26% for the three months ended September 30, 2005 to 27% for the three months ended September 30,
2006.
The gross profit as a percentage of revenue of our Global IT Services and Products has
remained constant at 34% for the three months ended September 30, 2005 and September 30, 2006.
Gross profit as a percentage of revenue from our IT Services and Products declined by 1%, from 35%
for the three months ended September 30, 2005 to 34% for the three months ended September 30, 2006.
We reported a loss from acquisitions during the three months ended September 30, 2006.
Excluding acquisitions, the decline in gross profit as a percentage of revenue in IT Services and
Products was primarily due to an increase in compensation for offshore employees incurred after our
compensation reviews in October 2005, January 2006 and September 2006, amortization of compensation
costs arising from the grant of additional stock options during the quarter ended September 30,
2006, lower utilization rates of our IT professionals, and changes in the onsite-offshore mix
during the quarter as compared to the same period last year.
This decline was offset by the increase in gross profits as a percentage of revenue in our BPO
Services by 12% from 23% for the three months ended September 30, 2005 to 35% for the three month
ended September 30, 2006. The increase in gross profit percentage as a percentage of revenue was
primarily due to the favorable impact of depreciation of the Indian rupee against the US dollar,
the rationalization of low-margin projects and the result of our cost containment initiatives.
Gross profit as a percentage of India and AsiaPac IT Services and Products increased from 22%
for the three months ended September 30, 2005 to 23% for the three months ended September 30, 2006.
The increase was primarily due to an increase in the proportion of revenue from services, which
typically have higher gross margins than products. Revenues from services increased from 36% of
total revenue for the three months ended September 30, 2005 to 42% of total revenue for the three
months ended September 30, 2006.
As a percentage of Consumer Care and Lighting revenue, gross profit declined by 1%, from 35%
of revenue for the three months ended September 30, 2005 to 34% of revenue for the three months
ended September 30, 2006. This was primarily due to an increase in the proportion of revenue from
furniture and lighting products, which typically have lower gross margins as compared to soap
products.
As a percentage of Others revenue, gross profit increased by 1%, from 26% of revenue for the
three months ended September 30, 2005 to 27% of revenue for the three months ended September 30,
2006.
Selling and marketing expenses. Selling and marketing expenses increased by Rs. 562 million,
or 35%, from Rs. 1,599 million for the three months ended September 30, 2005 to Rs. 2,161 million
for the three months ended September 30, 2006. This was primarily due to an increase in the selling
and marketing expenses in our Global IT Services and Products business by Rs. 365 million, an
increase in the selling and marketing expenses in our India and AsiaPac IT Services and Products
business by Rs. 112 million, an increase in the selling and marketing expenses in our Consumer Care
and Lighting business by Rs. 72 million and an increase in the selling and marketing expenses in
Others (including reconciling items) by Rs. 13 million.
Selling and marketing expenses for our Global IT Services and Products business increased by
40%, from Rs. 919 million for the three months ended September 30, 2005 to Rs. 1,284 million for
the three months ended September 30, 2006. This was primarily due to a 41% increase in the selling
and marketing expenses in our IT Services and Products business from Rs. 908 million for the three
month ended September 30, 2005 to Rs. 1,276 million for the three months ended September 30, 2006,
partially offset by a decline of 28% in the selling and marketing expenses in BPO Services, from
Rs. 11 million for the three months ended September 30, 2005 to Rs. 8 million for the three months
ended September 30, 2006. The increase of Rs. 368 million in selling and marketing expenses in our
IT Services and Products business was primarily due to an increase in the number of sales and
marketing personnel from 215 as of September 30, 2005 to 294 as of September 30, 2006, an increase
in the compensation costs incurred after our compensation review in January 2006 and the impact of
additional stock options granted in July 2006. The decline of Rs. 3 million in the selling and
marketing expenses in our BPO Services business was primarily due to a rationalization of our sales
force.
Selling and marketing expenses for our India and AsiaPac IT Services and Products business
segment increased by 32%, from Rs. 346 million for the three months ended September 30, 2005 to Rs.
458 million for the three months ended September 30, 2006. This was primarily due to an increase in
compensation costs due to an increase in the number of sales and marketing personnel for this
business segment, an increase in compensation costs incurred after our compensation review in
October 2005, and an increase in expenditure on travel due to increased promotional activities in
select geographies in this business segment.
Selling and marketing expenses for Consumer Care and Lighting increased by 27%, from Rs. 269
million for the three months ended September 30, 2005 to Rs. 341 million for the three months ended
September 30, 2006. This was primarily due to an increase in sales promotion expenses for building
brands and expanding market share in select geographies in this business.
Selling and marketing expenses for Others (including reconciling items) increased by 20%, from
Rs. 65 million for the three months ended September 30, 2005 to Rs. 78 million for the three months
ended September 30, 2006.
General and administrative expenses. General and administrative expenses increased by 42% from
Rs. 1,262 million for the three months ended September 30, 2005 to Rs. 1,794 million for the three
months ended September 30, 2006. This increase was primarily due to an increase in general and
administrative expenses of our IT Services and Products business by Rs. 348 million, an increase in
general and administrative expenses of our BPO Services business by Rs. 55 million, an increase in
general and administrative expenses of our India and AsiaPac IT Services and Products business by
Rs. 97 million, an increase in general and administrative expenses of our Consumer Care and
Lighting business by Rs. 9 million, and an increase in general and administrative expenses of Others (including
reconciling items) by Rs. 23 million.
General and administrative expenses for our Global IT Services and Products business increased
by 40% from Rs. 996 million for the three months ended September 30, 2005 to Rs. 1,399 million for
the three months ended September 30, 2006. The increase of Rs. 403 million in general and
administrative expenses was primarily due to an increase in general and administrative expenses of
our IT Services and Products business by Rs. 348 million and an increase in general and
administrative expenses of our BPO Services
business by Rs. 55 million. The increase of Rs. 348 million in the general and administrative
expenses in our IT Services and Products business was primarily due to an increase in compensation
costs due to our compensation review and additional stock options granted during the period, an
increase in the number of support staff and an increase in the volume of operations during the
three month ended September 30, 2006. The increase of Rs. 55 million in the general and
administrative expenses in our BPO Services business was primarily due to higher occupancy costs
and an increase in expenditure on recruiting employees.
General and administrative expenses for our India and AsiaPac IT Services and Products
business business increased by 50% from Rs. 194 million for the three months ended September 30,
2005 to Rs. 291 million for the three months ended September 30, 2006. The increase of Rs. 97
million was primarily due to an increase in the compensation costs, an increase in the support
staff and an increase in the traveling and recruitment expenses. This is consistent with the
increase in our volume of operations during the three month ended September 30, 2006.
General and administrative expenses for Consumer Care and Lighting increased by Rs. 9 million,
from Rs. 21 million for the three months ended September 30, 2005 to Rs. 30 million for the three
months ended September 30, 2006.
General and administrative expenses for Others (including reconciling items) increased by 47%
from Rs. 51 million for the three months ended September 30, 2005 to Rs. 74 million for the three
months ended September 30, 2006.
Others, net include Rs. 262 million of
recoveries from third parties/insurance of certain costs incurred by the Company.
Operating income. As a result of the foregoing factors, our operating income increased by 46%
from Rs. 5,119 million for the three months ended September 30, 2005 to Rs. 7,468 million for the
three months ended September 30, 2006. Operating income of our IT Services and Products business
increased by 43%, from Rs. 4,279 million for the three months ended September 30, 2005 to Rs. 6,109
million for the three months ended September 30, 2006. Operating income of our BPO Services
business increased by 146%, from Rs. 221 million for the three months ended September 30, 2005 to
Rs. 543 million for the three months ended September 30, 2006. Operating income of our India and
AsiaPac IT Services and Products increased by 31%, from Rs. 321 million for the three months ended
September 30, 2005 to Rs. 419 million for the three months ended September 30, 2006. Operating
income of our Consumer Care and Lighting increased by 31%, from Rs. 190 million for the three
months ended September 30, 2005 to Rs. 249 million for the three months ended September 30, 2006.
Operating income of Others, including reconciling items, increased by 41%, from Rs. 107 million for
the three months ended September 30, 2005 to Rs. 151 million for the three months ended September
30, 2006.
Other income, net. Other income, net, increased from Rs. 294 million for the three months
ended September 30, 2005 to Rs. 471 million for the three months ended September 30, 2006. The
increase in Other income is primarily due to an increase in the average amount of investments
arising out of the surplus generated from operations and an increase in the average yield of
investments.
Income taxes. Income taxes increased by 35%, from Rs. 791 million for the three months ended
September 30, 2005 to Rs. 1,068 million for the three months ended September 30, 2006. However, our
effective tax rate declined from 14.4% for the three months ended September 30, 2005 to 13.3% for
the three months ended September 30, 2006. This decline was primarily due to decrease in the
proportion of income subject to tax in overseas jurisdictions.
Equity in earnings / losses of affiliates. Equity in earnings of affiliates for the three
months ended September 30, 2005 and 2006 was Rs. 83 million and Rs. 92 million, respectively.
Equity in earnings of affiliates of Rs. 83 million for the three months ended September 30,
2005 consisted of equity in earnings of Wipro GE of Rs. 71 million and equity in earnings of WeP
Peripherals of Rs. 12 million. Equity in earnings of affiliates of Rs. 92 million for the three
months ended September 30, 2006 consisted of equity in earnings of Wipro GE of Rs. 90 million and
equity in earnings of WeP Peripherals of Rs. 2 million.
Net income. As a result of the foregoing factors, net income increased by 48%, from Rs. 4,704
million for the three months ended September 30, 2005 to Rs. 6,963 million for the three months
ended September 30, 2006.
Results of operations for the six months ended September 30, 2006 and 2005
Revenue. Our total revenues increased by 39%, from Rs. 47,832 million for the six months ended
September 30, 2005 to Rs. 66,450 million for the six months ended September 30, 2006. This was
driven primarily by a 45%, 21%, 28%, 31% and 14% increase in revenue from our IT Services and
Products, BPO Services, India and AsiaPac IT Services and Products, Consumer Care and Lighting and
Others business segments, respectively.
Global IT Services and Products revenue increased by 43%, from Rs. 36,207 million for the six
months ended September 30, 2005 to Rs. 51,649 million for the six months ended September 30, 2006.
This increase in revenues of our Global IT Services and Products business was attributable to a 45%
increase in revenue from IT Services and Products and a 21% increase in the revenue from BPO
Services. The increase in revenues from IT Services and Products is attributable primarily to two
factors. First, we integrated the acquisitions of mPower, New logic, cMango, Saraware, Enabler and
Quantech. Second, the increase in revenue from this business segment comprises 39% increase in
revenue from enterprise services and a 38% increase in revenue from technology services. The
increase in revenue from enterprise services was primarily driven by increased revenue from
services provided to customers in the financial services, retail, energy utility and healthcare
sectors. The increase in revenue from technology services was primarily driven by increased revenue
from services provided to customers in the in telecommunications sector and from the design and
development of embedded software solutions for customers in the consumer electronics sector.
Revenue from BPO services increased primarily due to the favorable impact of depreciation of
the Indian Rupee against the US dollar and increase in the scope and volume of services provided to
existing clients.
In our Global IT Services and Products business, we added 113 new clients during the six
months ended September 30, 2006. The total number of clients that individually accounted for over
$1 million of annualized revenue increased from 201 as of September 30, 2005 to 243 as of September
30, 2006.
India and AsiaPac IT Services and Products revenue increased by 28%, from Rs. 7,316 million
for the six months ended September 30, 2005 to Rs. 9,377 million for the six months ended September
30, 2006. Revenue from the products component of our India and AsiaPac IT Services and Products
business increased by 27%, from Rs. 4,471 million for the six months ended September 30, 2005 to
Rs. 5,692 million for the six months ended September 30, 2006. The increase was attributable to an
increase in the volume of products sold by us.
Revenue from the services component of our India and AsiaPac IT Services and Products business
grew by 30%, from Rs. 2,845 million in the six months ended September 30, 2005 to Rs. 3,685
million for the six months ended September 30, 2006. The increase was primarily due to an increase
in revenue from new service lines like consulting services and system integration services and
growth in our core business of hardware and software support and maintenance services.
Consumer Care and Lighting revenue increased by 31%, from Rs. 2,681 million for the six months
ended September 30, 2005 to Rs. 3,523 million for the six months ended September 30, 2006. The
increase in revenue is attributable to increase in volumes of the soap, lighting and furniture
products and revenue from new product lines.
Revenue from Others increased by 14%, from Rs. 1,627 million for the six months ended
September 30, 2005 to Rs. 1,901 million for the six months ended September 30, 2006. This was
primarily due to an increase in the revenue from the sale of hydraulic cylinders and tipping gear
systems in our fluid power business.
Gross Profit. As a percentage of total revenue, gross profit declined marginally by 1%, from
33% for the six months ended September 30, 2005 to 32% for the six months ended September 30, 2006.
This was primarily due to a decline in gross profit as a percentage of revenue from our IT Services and
Products business from 36% for the six months ended September 30, 2005 to 34% for the six months
ended September 30, 2006, a decline in gross profit as a percentage of revenue from our Consumer
Care and Lighting business by 1% from 36% for the six months ended September 30, 2005 to 35% for
the six months ended September 30, 2006, and a decline in gross profit as a percentage of revenue
from Others from 26% for the six months ended September 30, 2005 to 24% for the six months ended
September 30, 2006. This decline was partially offset by the increase in gross profit as a
percentage of revenue from our BPO Services business from 21% for the six months ended September
30, 2005 to 32% for the six months ended September 30, 2006. Gross profit as a percentage of
revenue from AsiaPac IT Services and Products business remained constant at 23% for the six months
ended September 30, 2005 and September 30, 2006.
The gross profit as a percentage of revenue of our Global IT Services and Products remained
constant at 34% for the six months ended September 30, 2005 and 2006. Gross profit as a percentage
of revenue from our IT Services and Products business declined from 36% for the six months ended
September 30, 2005 to 34% for the six months ended September 30, 2006. We reported a loss from
acquisitions during the six month ended September 30, 2006. Excluding acquisitions, the decline in
gross profit as a percentage of revenue in IT Services and Products was primarily due to an
increase in compensation costs for offshore employees incurred after our compensation review in
October 2005 and September 2006, amortization of compensation costs arising from the grant of
additional stock options during the quarter ended September 30, 2006, a decline in our software
professional gross utilization rates and changes in our onsite-offshore mix.
This decline was offset by the increase in gross profits as a percentage of revenue in BPO
Services. The increase in gross profit percentage as a percentage of revenue was primarily due to
the favorable impact of depreciation of the Indian rupee against the US dollar, rationalization of
low margin projects result of cost containment initiatives.
As a percentage of India and AsiaPac IT Services and Products revenue, gross profits remained
constant at 23% for the six month ended September 30, 2005 and 2006. There was a 3% increase in
gross profits as a percentage of revenue from the services business of our India and AsiaPac IT
Services and Products, partially offset by a 1% decline in gross profits as a percentage of revenue
from the products business of our Indian and AsiaPac IT Services and Products business for the six
months ended September 30, 2006.
As a percentage of Consumer Care and Lighting revenue, gross profit declined by 1%, from 36%
for the six months ended September 30, 2005 to 35% for the six months ended September 30, 2006.
This was primarily due to an increase in the proportion of revenue from our furniture and lighting
products business, which typically have lower gross margins as
compared to the soap products.
As a percentage of Others revenue, gross profit declined by 2%, from 26% of revenue for the
six months ended September 30, 2005 to 24% of revenue for the six months ended September 30, 2006.
Selling and marketing expenses. Selling and marketing expenses increased by Rs. 957 million,
or 30%, from Rs. 3,240 million for the six months ended September 30, 2005 to Rs. 4,197 million for
the six months ended September 30, 2006. This was primarily on account of an increase in the
selling and marketing expenses in our IT Services and Products business by Rs. 604 million, an
increase in the selling and marketing expenses in our India and AsiaPac IT Services and Products
business by Rs. 198 million, an increase in the selling and marketing expenses in our Consumer Care
and Lighting business by Rs. 118 million, and an increase in selling and marketing expenses in
Others by Rs. 57 million. This increase was partially offset by a decline in the selling and
marketing expenses of our BPO Services business by Rs. 20 million.
Selling and marketing expenses for our Global IT Services and Products business increased by
31%, from Rs. 1,908 million for the six months ended September 30, 2005 to Rs. 2,492 million for
the six months ended September 30, 2006. This was primarily due to a 32% increase in the selling
and marketing expenses in our IT Services business, from Rs. 1,874 million for the six months ended
September 30, 2005 to Rs. 2,478 million for the six months ended September 30, 2006 partially
offset by a decline of 65% in the selling and marketing expenses in BPO Services, from Rs. 34
million for the six months ended September 30, 2005 to Rs. 14 million for the six months ended
September 30, 2006. An increase of Rs. 604 million in selling and
marketing expenses in our IT Services and Products business was primarily due to specific
marketing initiatives undertaken during the six month ended September 2006 and increase in the
number of sales and marketing personnel from 215 as of September 30, 2005 to 294 as of September
30, 2006 and an increase in the compensation costs incurred after our compensation review in
September 2006.
The decline of Rs. 20 million in the selling and marketing expenses in our BPO Services
business is primarily on account of a rationalization of the sales force.
Selling and marketing expenses for our India and AsiaPac IT Services and Products business
increased by 30%, from Rs. 653 million for the six months ended September 30, 2005 to Rs. 851
million for the six months ended September 30, 2006. This was primarily due to an increase in
compensation costs due to an increase in the number of sales and marketing personnel for this
business, an increase in compensation costs incurred after our compensation review in October 2005
and increase in advertisement expenses due to brand promotion activities.
Selling and marketing expenses for Consumer Care and Lighting increased by 21%, from Rs. 553
million for the six months ended September 30, 2005 to Rs. 671 million for the six months ended
September 30, 2006. This was primarily due to the increase in sales promotion expenses for building
brands and expanding market share in select geographies in this business.
Selling and marketing expenses for Others increased by 42%, from Rs. 126 million for the six
months ended September 30, 2005 to Rs. 183 million for the six months ended September 30, 2006.
General and administrative expenses. General and administrative expenses increased 34% from
Rs. 2,433 million for the six months ended September 30, 2005 to Rs. 3,272 million for the six
months ended September 30, 2006. This increase was primarily on account of increase in general and
administrative expenses of our IT Services business by Rs. 622 million, an increase in general and
administrative expenses of our BPO Services business by Rs. 62 million, an increase in general and
administrative expenses of our India and AsiaPac IT Services and Products business by Rs. 120
million, an increase in general and administrative expenses of our Consumer Care and Lighting
business by Rs. 14 million and an increase in general and administrative expenses of Others,
including reconciling items, by Rs. 21 million.
General and administrative expenses for our Global IT Services and Products business increased
by 37%, from Rs. 1,867 million for the six months ended September 30, 2005 to Rs. 2,551 million for
the six months ended September 30, 2006. The increase of Rs. 684 million in general and
administrative expenses was primarily due an increase in selling and marketing expenses of our IT
Services business by Rs. 622 million and an increase in selling and marketing expenses of our BPO
Services business by Rs. 62 million. The increase of Rs. 622 million in the general and
administrative expenses in our IT Services business was business is primarily on account of
increase in compensation costs, increase in the number of support staff and the increase in the
volume of operations during the six month ended September 30, 2006. The increase of Rs. 62 million
in general and administrative expenses of our BPO Services business was primarily due increase in
the support staff in line with the increase in the volume of activity.
General and administrative expenses for our India and AsiaPac IT Services and Products
business increased by 28%, from Rs. 417 million for the six months ended September 30, 2005 to Rs.
538 million for the six months ended September 30, 2006. This was primarily due to an increase in
compensation costs incurred after our compensation review in October 2005, partially offset by a
decline in the provisioning for doubtful receivables.
General and administrative expenses for Consumer Care and Lighting increased by Rs. 14
million, from Rs. 45 million for the six months ended September 30, 2005 to Rs. 59 million for the
six months ended September 30, 2006.
General and administrative expenses for Others, including reconciling items, increased by 54%,
from Rs. 104 million for the six months ended September 30, 2005 to Rs. 125 million for the six
months ended September 30, 2006.
Others, net include Rs. 262 million of recoveries from third parties/insurance of certain costs incurred by the Company.
Operating income. As a result of the foregoing factors, operating income increased by 44%,
from Rs. 9,704 million for the six months ended September 30, 2005 to Rs. 13,978 million for the
six months ended September 30, 2006. Operating income of our IT Services business remained constant
at 25%, Rs. 8,213 million for the six months ended September 30, 2005 and Rs. 11,622 million for
the six months ended September 30, 2006. Operating income of our BPO Services business increased by
165%, from Rs. 355 million for the six months ended September 30, 2005 to Rs. 942 million for the
six months ended September 30, 2006. Operating income of India and AsiaPac IT Services and Products
increased by 33%, from Rs. 579 million for the six months ended September 30, 2005 to Rs. 772
million for the six months ended September 30, 2006. Operating income of Consumer Care and Lighting
increased by 28%, from Rs. 376 million for the six months ended September 30, 2005 to Rs. 475
million for the six months ended September 30, 2006. Operating income of Others, including
reconciling items, decreased by Rs. 15 million, from Rs. 180 million for the six months ended
September 30, 2005 to Rs. 165 million for the six months ended September 30, 2006.
Other income, net. Other income, net, increased 93%, from Rs. 507 million for the six months
ended September 30, 2005 to Rs. 979 million for the six months ended September 30, 2006 The
increase in other income is primarily due to increase in the average quantum of investments arising
out of the surplus generated from operations and increase in the average yield of investments.
Income taxes. Income taxes increased 49%, from Rs. 1,377 million for the six months ended
September 30, 2005 to Rs. 2,047 million for the six months ended September 30, 2006. Our effective
tax rate declined from 14.9% for the six months ended September 30, 2005 to 13.2% for the six
months ended September 30, 2006. This decline was primarily due to decrease in the proportion of
income subject to tax in overseas jurisdictions.
Equity in earnings / losses of affiliates. Equity in earnings of affiliates for the six months
ended September 30, 2005 and 2006 was Rs. 139 million and Rs. 157 million, respectively.
Equity in earnings of affiliates of Rs. 139 million for the six months ended September 30,
2005 consisted of equity in earnings of Wipro GE of Rs. 124 million and equity in earnings of WeP
Peripherals of Rs. 15 million. Equity in earnings of affiliates of Rs. 157 million for the six
months ended September 30, 2006 consisted of equity in earnings of Wipro GE of Rs. 164 million and
equity in earnings of WeP Peripherals of Rs. (7) million.
Net income. As a result of the foregoing factors, net income increased by 46% from Rs. 8,972
million for the six months ended September 30, 2005 to Rs. 13,105 million for the six months ended
September 30, 2006.
Liquidity and Capital Resources
As of September 30, 2006, we had cash and cash equivalents of Rs. 4,144 million, investments
in liquid and short-term mutual funds of Rs. 33,046 million and an unused line of credit of
approximately Rs. 1,634 million, US$ 25 million and GBP 6 million. To utilize the line of credit we need to
comply with certain financial covenants. As of September 30, 2006, we were in compliance with such
financial covenants. We have historically financed our working capital and capital expenditure
through our operating cash flows, and, to a limited extent, through short-term bank loans.
Cash provided by operating activities for the six months ended September 30, 2006 was Rs.
13,372 million, as compared to Rs. 8,851 million in the six months ended September 30, 2005. This
increase of Rs. 4,521 million, which constituted a 51% increase, was primarily due to a 46% increase in
our net income from Rs. 8,972 million for the six months ended September 2005 to Rs. 13,105 million
for the six months ended September 30, 2006. The changes in individual line items impacting cash
flows is consistent with the growth in our revenues and volume of operations.
Cash used in investing activities for the six months ended September 30, 2006 was Rs. 12,635
million as compared to Rs. 8,782 million for the six months ended September 30, 2005. The cash was
utilized primarily for the purchase of plant, property, which is consistent with the increased
volume of operations. Cash generated from operations was also
utilized for our acquisitions, which
was primarily driven by our business growth strategies. The remaining amounts were invested in
liquid and short-term mutual funds.
Cash used by financing activities for the six months ended September 30, 2006 was Rs. 5,458
million as compared to Rs. 1,527 million for the six month ended September 30, 2005. During the six
months ended September 30, 2006, we paid an annual cash dividend of Rs. 8,125 million to our
shareholders. This was offset by Rs. 2,723 million received upon exercise of stock options by
employees.
As of September 30, 2006, we had contractual commitments of Rs. 7,114.43 million related to
capital expenditures on construction or expansion of software development facilities,
non-cancelable operating lease obligations and other purchase obligations. Plans to construct or
expand our software development facilities are driven by our business requirements.
We currently intend to finance our operations, planned construction, expansion and earn-out
payment for consummated acquisition through our cash and cash equivalents and investments in liquid
and short term mutual funds as of September 30, 2006, and we expect that the cash flows expected to
be generated from our operations in the future.
In the normal course of business, we transfer accounts receivables and employee advances
(financial assets) to banks. These transfers can be with or without recourse. As of September 30,
2006, we have transferred financial assets of Rs. 103 million.
Our liquidity and capital requirements are affected by many factors, some of which are based
on the normal ongoing operations of our businesses and some of which arise from uncertainties
related to global economies and the markets that we target for our services. In addition, we
routinely review potential acquisitions. In the future, we may require or choose to obtain
additional debt or equity financing. We cannot be certain that additional financing, if needed,
will be available on favorable terms, if at all.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements as defined by SEC Final Rule 67
(FR-67), Disclosure in Managements Discussion and Analysis about Off-Balance Sheet Arrangements
and Aggregate Contractual Obligations.
Contractual Obligations
The table of future payments due under contractual commitments as of September 30, 2006,
aggregated by type of contractual obligation, is given below:
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In Rs. million |
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Total |
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contractual |
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Payments due in year ending September 30, |
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payment |
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2007 |
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2007-09 |
|
|
2009-11 |
|
|
2011 and beyond |
|
Capital Commitments |
|
|
2,913.03 |
|
|
|
2,913.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cancelable
operating lease
obligation |
|
|
2,743.40 |
|
|
|
389.91 |
|
|
|
724.98 |
|
|
|
580.07 |
|
|
|
1,048.44 |
|
Purchase obligations |
|
|
1,458 |
|
|
|
1,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligations include all commitments to purchase goods or services of either a fixed
or minimum quantity that meet any of the following criteria: (1) they are non-cancelable, or (2) we
would incur a penalty if the agreement was terminated. If the obligation to purchase goods or
services is non-cancelable, the entire value of the contract was included in the above table. If the obligation is
cancelable, but we would incur a penalty if cancelled, the amount of the penalty was included as a
purchase obligation.
Trend Information
Global IT Services and Products. We believe that the increasing acceptance of outsourcing and
offshoring as an economic necessity has contributed to continued growth in our revenue. However,
the increased competition among IT companies, commoditization of services and high volume
transactions in IT services limits our ability to increase our prices and improve our profits. We
continually strive to differentiate ourselves from the competition, innovate service delivery
models, adopt new pricing strategies and demonstrate our value proposition to the client to sustain
prices and profits. We have also acquired businesses to augment our existing services and
capabilities.
Gross profit as a percentage of revenues in Global IT Services and Products remained constant
at 34% for the six month ended September 30, 2006 and 2005. We anticipate difficulty in further
improving our profits due to:
|
|
|
Our limited ability to increase prices; |
|
|
|
|
Increases in proportion of services performed at client location some of our newer
service offerings, such as consulting and package implementation, require a higher
proportion of services to be performed at the clients premises; |
|
|
|
|
Increases in wages for our IT professionals; |
|
|
|
|
The impact of amortization of stock compensation cost; |
|
|
|
|
The impact of exchange rate fluctuations on our rupee realizations; and |
|
|
|
|
The impact of the high percentage on fixed costs, high attrition rates and high
composition of voiced based services in our revenues from BPO services. |
We expect these trends to continue for the foreseeable future. In response to the pressure on
gross margins and the increased competition from other IT services companies, we are focusing on
offering services with higher margins, strengthening our delivery model, increasing employee
productivity, investing in emerging technology areas, managing our cost structure, aligning our
resources to expected demand and increasing the utilization of our IT professionals.
To remain competitive, we believe that we need to innovate, identify and position ourselves in
emerging technology areas and increase our understanding of industries and businesses and impact of
IT on such business.
Our Global IT Services and Products business segment is also subject to fluctuations primarily
resulting from factors such as:
|
|
|
The effect of seasonal hiring which occurs in the quarter ended September 30; |
|
|
|
|
The time required to train and productively use new employees; |
|
|
|
|
The proportion of services we perform at client sites for a particular project; |
|
|
|
|
Exchange rate fluctuations; and |
|
|
|
|
The size, timing and profitability of new projects. |
India and AsiaPac IT Services and Products. In our India and AsiaPac IT Services and Products
business segment we have experienced pricing pressures due to increased competition among IT
companies. Large multinational corporations like IBM, Lenovo and HP have identified India as a key
focus area. The gross margins in the products component of this business segment decreased
marginally from 11% for the six months ended September 30, 2005 to 10% for the six months ended
September 30, 2006.
Our India and AsiaPac IT Services and Products business segment is also subject to seasonal
fluctuations. Our product revenue is driven by capital expenditure budgets and the spending
patterns of our clients, who often delay or accelerate purchases in reaction to tax depreciation
benefits on capital equipment. As a result, our India and AsiaPac IT Services and products revenue
for the quarters ended March 31 and September 30 are typically higher than other quarters of the year. We believe the impact of
this fluctuation on our revenue will decrease as the proportion of services revenue increases.
Consumer Care and Lighting. Our Consumer Care and Lighting business segment is also subject to
seasonal fluctuations. Our revenues in this segment are also subject to commodity price
fluctuations.
Our quarterly revenue, operating income and net income have varied significantly in the past
and we expect that they are likely to vary in the future. You should not rely on our quarterly
operating results as an indication of future performance. Such quarterly fluctuations may have an
impact on the price of our equity shares and ADSs.
Recent Accounting Pronouncements.
FASB Interpretation No. 48. In July 2006, the FASB issued Interpretation (FIN) No. 48,
Uncertainty in Income Taxes. FIN 48 applies to all tax positions within the scope of Statement 109
and clarifies when and how to recognize tax benefits in the financial statements with a two-step
approach of recognition and measurement. Fin No. 48 is effective for fiscal years beginning after
December 15, 2006. FIN No. 48 also requires the enterprise to make explicit disclosures about
uncertainties in their income tax positions, including a detailed roll-forward of tax benefits
taken that do not qualify for financial statement recognition. We are currently evaluating the
impact of this pronouncement and will adopt the guidelines stated FIN No. 48 from fiscal year
beginning April 1, 2007.
SFAS No. 157. In September 2006, FASB issued SFAS No. 157, Fair Value Measurements (SFAS No.
157). SFAS No. 157 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date. SFAS No. 157 provides guidance on determination of fair value and lays down the
fair value hierarchy to classify the source of information used in fair value measurement. We are
currently evaluating the impact of SFAS No. 157 on its financial statements and will adopt SFAS No.
157 for the fiscal year beginning April 1, 2007.
SFAS No. 158. In September 2006, the Financial Accounting Standard Board (FASB) issued SFAS
No.158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan
amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). SFAS 158 requires the employer
to recognize the funded status of a defined benefit postretirement plan (other than a multiemployer
plan), measured as the difference between plan assets at fair value (with limited exceptions) and
the benefit obligation in its statement of financial position. The statement requires recognition
of the gains or losses and prior service costs or credits that arise during the period but are not
recognized as components of net periodic benefit cost as a component of other comprehensive income,
net of tax. The statement also requires measurement of defined benefit plan assets and obligations
as of the date of the employers fiscal year-end statement of financial position. We would adopt
the provisions of SFAS No. 158 for the fiscal year ending March 31, 2007.
Critical accounting policies
Critical accounting policies are defined as those that in our view are most important to the
portrayal of our financial condition and results and that place the most significant demands on
managements judgment. For a detailed discussion on the application of these and other accounting
policies, please refer to Note 2 to the Notes to Consolidated Financial Statements.
Revenue Recognition
We derive our revenues primarily from two sources: (i) product revenue and (ii) service revenue.
Product Revenue
Product revenue is recognized when there is persuasive evidence of an arrangement, the product
has been delivered, the sales price is fixed or determinable, and collectibility is reasonably
assured. The product is considered delivered to the customer once it has been shipped, and title and risk of loss
has been transferred.
We generally consider a binding purchase order or a signed contract as persuasive evidence of
an arrangement. Persuasive evidence of an arrangement may take different forms depending upon the
customary practices of a specific class of customers.
Service Revenue
Service revenue is recognized when there is persuasive evidence of a contract, the sales price
is fixed or determinable, and collectibility is reasonably assured. Time-and-materials service
contract revenue is recognized as the services are rendered. Revenue from fixed-price,
fixed-timeframe contracts that involve significant production, modification or customization of the
software is accounted for in conformity with ARB No. 45, using the guidance in Statement of
Position (SOP) 81-1, and the Accounting Standards Executive Committees conclusion in paragraph 95
of SOP 97-2, Software Revenue Recognition. Fixed-price, fixed-timeframe contracts, which are
similar to contracts to design, develop, manufacture, or modify complex aerospace or electronic
equipment to a buyers specification or to provide services related to the performance of such
contracts and contracts for services performed by architects, engineers, or architectural or
engineering design firms as laid out in paragraph 13 of SOP 81-1, are also accounted for in
conformity with SOP 81-1. In these fixed-price, fixed-timeframe contracts revenue is recognized
using the percentage-of-completion method.
We use 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. We
follow this method when reasonably dependable estimates of the revenues and costs applicable to
various elements of the contract can be made. Key factors we review to estimate 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, we have not had any
fixed-price, fixed-timeframe contracts that resulted in a material loss.
We evaluate change orders to determine whether such change orders are normal element and form
part of the original scope of the contract. If the change orders are part of the original scope of
the contract, no changes are made to the contract price. For other change orders, contract revenue
and costs are adjusted only after the approval of the changes to the scope and price by us and the
client. Costs that are incurred for a specific anticipated contract and that will result in no
future benefits unless the contract is obtained are not included in contract costs before the
receipt of the contract. However, such costs are deferred only if the cost can be directly
associated with specific anticipated contract and the recoverability from that contract is deemed
to be probable.
Maintenance revenue is recognized ratably over the term of the agreement. Revenue from
customer training, support and other services is recognized as the related services are performed.
Revenues from BPO Services are derived from both time-based and unit-priced contracts. Revenue
is recognized as services are performed under the specific terms of the contracts with the
customers.
Revenue Arrangements with Multiple Deliverables
Based on the guidance in EITF Issue No. 00-21, we recognize revenues on the delivered products
or services only if:
|
|
|
The revenue recognition criteria applicable to the unit of accounting is met; |
|
|
|
|
The delivered element has value to the customer on a standalone basis. The delivered
unit will have value on a standalone basis if it is being sold separately by other
vendors or the customer could resell the deliverable on a standalone basis; |
|
|
|
|
There is objective and reliable evidence of the fair value of the undelivered item(s); and |
|
|
|
|
If the arrangement includes a general right of return relative to the delivered
item, delivery or performance of the undelivered item(s) is considered probable and
substantially in our control. |
The arrangement consideration is allocated to the units of accounting based on their fair
values. The revenue recognized for the delivered items is limited to the amount that is not
contingent upon the delivery or performance of the undelivered items. In certain cases, the
application of the contingent revenue provisions of EITF Issue No. 00-21 could result in
recognizing a loss on the delivered element. In such cases, the cost recognized is limited to the
amount of non-contingent revenues recognized and the balance of costs are recorded as an asset and
are reviewed for impairment based on the estimated net cash flows to be received for future
deliverables under the contract. These costs are subsequently recognized on recognition of the
revenue allocable to the balance of deliverables.
Assessments about whether the delivered units have a value to the customer on a standalone
basis, impact of returns and similar contractual provisions, and determination of fair value of
each unit would affect the timing of revenue recognition and would impact our results of
operations.
Accounting Estimates
While preparing financial statements we make 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, we make estimates of the uncollectability of our accounts receivable by analyzing
historical payment patterns, customer concentrations, customer credit-worthiness and current
economic trends. If the financial condition of the customers deteriorates, additional allowances
may be required.
Our estimate of liability relating to pending litigation is based on currently available facts
and our assessment of the probability of an unfavorable outcome. Considering the uncertainties
about the ultimate outcome and the amount of losses, we re-assess our estimates as additional
information becomes available. Such revisions in our estimates could materially impact our results
of operations and our financial position.
In accounting for amortization of stock compensation we estimate stock options forfeitures.
Any revisions in our estimates could impact our results of operations and our financial position.
We provide for inventory obsolescence, excess inventory and inventories with carrying values
in excess of market values based on our assessment of the future demands, market conditions and our
specific inventory management initiatives. If the market conditions and actual demands are less
favorable than our estimates, additional inventory write-downs may be required. In all cases
inventory is carried at the lower of historical costs or market value.
Accounting for Income taxes
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.
We also assess the temporary differences resulting from differential treatment of certain
items for tax and accounting purposes. These differences result in deferred tax assets and
liabilities, which are recognized in our consolidated financial statements. We assess our deferred
tax assets on an ongoing basis by assessing our valuation allowance and adjusting the valuation
allowance appropriately. In calculating our valuation allowance we consider the future taxable
incomes and the feasibility of tax planning initiatives. If we estimate that the deferred tax asset
cannot be realized at the recorded value, a valuation allowance is created with a charge to the
statement of income in the period in which such assessment is made. We have not created a deferred
tax liability in respect of the basis difference in the carrying value of investments in
domestic subsidiaries, since we expect to realize this in a tax-free manner and the current
tax laws in India provide means by which we can realize our investment in a tax-free manner.
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.
Business Combinations, Goodwill and Intangible Assets
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, we have assigned all
the assets and liabilities, including goodwill, to the reporting units. We review goodwill for
impairment annually and whenever events or changes in circumstances indicate the carrying value of
goodwill may not be recoverable. The provisions of SFAS No. 142 require that a two-step impairment
test be performed on goodwill. In the first step, we compare the fair value of the reporting unit
to its carrying value. We determine the fair value of our reporting units using the income
approach. Under the income approach, we calculate the fair value of a reporting unit based on
measurement techniques such as discounted cash flow analyses. If the fair value of the reporting
unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired
and we are not required to perform further testing. If the carrying value of the net assets
assigned to the reporting unit exceeds the fair value of the reporting unit, then we must perform
the second step in order to determine the implied fair value of the reporting units goodwill and
compare it to the carrying value of the reporting units goodwill. The implied fair value of
goodwill is determined in the same manner as the amount of goodwill recognized in a business
combination. That is, the fair value of the reporting unit is allocated to all of the assets and
liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit
had been acquired in a business combination and the fair value of the reporting unit was the
purchase price paid to acquire the reporting unit. If the carrying value of a reporting units
goodwill exceeds its implied fair value, then we must record an impairment loss equal to the
difference.
To assist in the process of determining goodwill impairment, we obtain appraisals from
independent valuation firms. In addition we perform internal valuation analyses and consider other
market information that is publicly available. The discounted cash flow approach and the income
approach, which we use to estimate the fair value of our reporting units, are dependent on a number
of factors including estimates of future market growth and trends, forecasted revenue and costs,
appropriate discount rates and other variables. We base our fair value estimates on assumptions we
believe to be reasonable, but which are unpredictable and inherently uncertain. Actual future
results may differ from those estimates.
Derivatives and Hedge Accounting, and Exchange Rate Risk
Although our functional currency is the Indian rupee, we transact a major portion of our
business in foreign currencies, particularly the U.S. dollar. The exchange rate between the rupee
and the dollar has changed substantially in recent years and may fluctuate substantially in the
future. Consequently, the results of our operations are adversely affected as the rupee
appreciates against the U.S. dollar. Our exchange rate risk primarily arises from our foreign
currency revenues, receivables and payables. We enter into forward foreign exchange contracts
(derivatives) to mitigate the risk of changes in foreign exchange rates on accounts receivables and
forecasted cash flows denominated in certain foreign currencies. The derivatives also include short
term forward foreign exchange contracts pursuant to a roll-over hedging strategy which are replaced
with successive new contracts up to the period in which the forecasted transactions are expected to
occur. We also designate zero-cost collars, which qualify as net purchased options, to hedge the
exposure to variability in expected future foreign currency cash inflows due to exchange rate
movements beyond a defined range. The range comprises an upper and lower strike price. At maturity,
if the exchange rate remains within the range the cash inflows are realized at the spot rate,
otherwise the cash inflows are realized at the upper or lower strike price.
We designate the derivatives in respect of forecasted transactions, which meet the hedging
criteria, as cash flow hedges. Changes in the derivative fair values that are designated, effective
and qualify as cash flow hedges, under SFAS No. 133 Accounting for Derivative Instruments and
Hedging Activities, are deferred and recorded as a component of accumulated other comprehensive income until the
hedged transactions occur and are then recognized in the consolidated statements of income. With
respect to derivatives acquired pursuant to the roll-over hedging strategy, the changes in the fair
value of discount or forward premium points are recognized in consolidated statements of income of
each period. We do not apply the short-cut method to determine hedge effectiveness.
Gains and losses upon roll-over of derivatives acquired pursuant to the roll-over hedging
strategy are deferred and recorded as a component of accumulated other comprehensive income until
the hedged transactions occur and are then recognized in the consolidated statements of income.
Changes in fair value for derivatives not designated as hedging derivatives and ineffective
portion of the hedging instruments are recognized in consolidated statements of income of each
period. We assess the hedge effectiveness at the end of each reporting period.
Hedge ineffectiveness could result from forecasted transactions not happening in the same
amounts or in the same periods as forecasted or changes in the counterparty credit rating.
Further, change in the basis of designating derivatives as hedges of forecasted transactions could
alter the proportion of derivatives which are ineffective as hedges. Hedge ineffectiveness
increases volatility of the consolidated statements of income since the changes in fair value of an
ineffective portion of derivatives is immediately recognized in the consolidated statements of
income.
We may not purchase adequate instruments to insulate ourselves from foreign exchange currency
risks. The policies of the Reserve Bank of India may change from time to time which may limit our
ability to hedge our foreign currency exposures adequately. In addition, any such instruments may
not perform adequately as a hedging mechanism. We may, in the future, adopt more active hedging
policies, and have done so in the past.
As of September 30, 2006, there were no significant gains or losses on derivative transactions
or portions thereof that have become ineffective as hedges, or associated with an underlying
exposure that did not occur.
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
General
Market risk is the risk of loss of future earnings, to fair values or to future cash flows
that may result from a change in the price of a financial instrument. The value of a financial
instrument may change as a result of changes in the interest rates, foreign currency exchange
rates, commodity prices, equity prices and other market changes that affect market risk sensitive
instruments. Market risk is attributable to all market risk sensitive financial instruments
including foreign currency receivables and payables and long-term debt.
Our exposure to market risk is a function of our investment and borrowing activities and our
revenue generating activities in foreign currency. The objective of market risk management is to
avoid excessive exposure of our earnings and equity to loss. Most of our exposure to market risk
arises out of our foreign currency account receivables.
Risk Management Procedures
We manage market risk through a corporate treasury department, which evaluates and exercises
independent control over the entire process of market risk management. Our corporate treasury
department recommends risk management objectives and policies which are approved by senior
management and our Audit Committee. The activities of this department include management of cash
resources, implementing hedging strategies for foreign currency exposures, borrowing strategies,
and ensuring compliance with market risk limits and policies on a daily basis.
Components of Market Risk
Our exposure to market risk arises principally from exchange rate risk. Interest rate risk is
the other component of our market risk.
Exchange rate risk. Our exchange rate risk primarily arises from our foreign exchange revenue,
receivables, forecasted cash flows, payables and foreign currency debt. A significant portion of
our revenue is in U.S. dollars while a significant portion of our costs are in Indian rupees. The
exchange rate between the rupee and dollar has fluctuated significantly in recent years and may
continue to fluctuate in the future. Appreciation of the rupee against the dollar can adversely
affect our results of operations.
We evaluate our exchange rate exposure arising from these transactions and enter into foreign
currency forward contracts to mitigate such exposure. We follow established risk management
policies, including the use of derivatives like forward foreign exchange contracts to hedge
forecasted cash flows denominated in foreign currency. As of September 30, 2005, we had forward
contracts to sell amounting to $516 million and £27 million. As of September 30, 2006, we had
forward contracts to sell amounting to $555 million, £45 million and Euro 2 million.
In connection with cash flow hedges, we recorded Rs. 193 million and Rs. 169 million of net
gains/(losses) as a component of accumulated and other comprehensive income within stockholders
equity as at September 30, 2005 and September 30, 2006 respectively.
Sensitivity analysis of exchange rate risk
As at September 30, 2006, a Rupee1 increase /decrease in the spot rate for exchange of Indian
Rupee with U.S. dollar would result in approximately Rs. 636 million decrease/increase in the fair
value of our forward contracts.
Interest rate risk. Our interest rate risk primarily arises from our investment securities.
Our investments are primarily in short-term investments, which do not expose us to significant
interest rate risk.
Fair value. The fair value of our market rate risk sensitive instruments, other than forward
contracts and option contracts, closely approximates their carrying value.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures.
Based on their evaluation as of September 30, 2006, our principal executive officer and
principal financial officer have concluded that our disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the
Exchange Act, are effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules and forms.
Change in internal controls.
During the period covered by this Quarterly Report, there were no changes in our internal
control over financial reporting that have materially affected or are reasonably likely to
materially affect our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Income Taxes. In March 2004 and March 2005, we received demands from the Indian
income tax authorities for our 2000 and 2001 fiscal years respectively for a total of Rs. 5,232
million. The tax demands were primarily due to the denial of deductions claimed by us under Section 10A of the Income
Tax Act 1961 (Act), with respect to profits earned by our undertakings at our Software Technology
Park located at Bangalore. We had appealed against these demands. In March 2006, the first Income
tax appellate authority substantially upheld the deductions claimed by us under Section 10A of the
Act, which will vacate a substantial portion of the demands for these years.
In March 2006, we received an additional tax demand on similar grounds as the 2001 and 2002
demands, for the financial year ended March 31, 2003, for a total of Rs 2,868.77 million (including
interest of Rs.750.38 million). We filed an appeal against the demand for the year ended March 31,
2003, within the prescribed statutory time. Considering the facts and nature of disallowances, the
order of the appellate authority upholding our claims for the financial year ended March 31, 2001
and 2002, we believe that the final outcome of the 2003 dispute should be resolved in our favor.
The outcome of these contingencies is uncertain and the most likely amount of the tax to be paid
due to these contingencies range between zero and the amount of the demand raised.
Item 1A. Risk Factors.
This Quarterly Report contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set forth under the
section Risk Factors and elsewhere in our Annual Report on Form 20-F for the fiscal year ended
March 31, 2006 and in our Quarterly Report on Form 6K for the three months ended June 30, 2006. The
information presented below updates and should be read in conjunction with the Risk Factors and
information disclosed in our Annual Report on Form 20-F for the fiscal year ended March 31, 2006
and our Quarterly Report on Form 6K for the three months ended June 30, 2006, which Risk Factors
and Information are incorporated herein by reference. The Risk Factors included in our Annual
Report on Form 20-F for the fiscal year ended March 31, 2006 and our Quarterly Report on Form 6K
for the three months ended June 30, 2006 have not materially changed other than as set forth below:
We would realize lower tax benefits if the special tax holiday scheme for units set up in
special economic zones is substantially modified
The Government of India introduced a separate tax holiday scheme for units set up in special
economic zones. Under this scheme, units in designated special economic zones which began providing
services on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or
gains derived from the export of services for the first five years from commencement of provision
of services and 50 percent of such profits or gains for a further five years.
Recently there have been demands by legislators and various political parties in India that
the Government of India should actively regulate the development of special economic zones by
private entities. There have been demands to impose strict conditions which need to complied with
before a economic zone developed by a private entity is designated as special economic zone. If
such regulations or conditions are imposed it would adversely impact our ability to set up new
units in such designated special economic zones and avail the tax benefits.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
None
Item 6. Exhibits.
|
|
|
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, 2006. |
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. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly organized.
|
|
|
|
|
Dated: October 30, 2006 |
WIPRO LIMITED
|
|
|
/s/ Suresh C. Senapaty
|
|
|
Suresh C. Senapaty |
|
|
Chief Financial Officer and
Executive Vice President, Finance |
|
|
Exhibit Index
|
|
|
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, 2006. |
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
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Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. |
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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. |