EX-99.2 BYLAWS 3 exv99w02.htm FORM OF RELEASE TO STOCK EXCHANGES

Exhibit 99.2
Form of Advertisement

 

 

  Infosys Limited

Regd. office: Electronics City, Hosur Road, Bengaluru – 560 100, India

CIN : L85110KA1981PLC013115

Website: www.infosys.com

Email: investors@infosys.com

T: 91 80 2852 0261, F: 91 80 2852 0362 

   

Audited consolidated financial results of Infosys Limited and its subsidiaries for the quarter and year ended March 31, 2017 prepared in compliance with the Indian Accounting Standard (Ind-AS)

 

(in crore, except per equity share data)

Particulars Quarter ended
March 31,
Quarter ended December 31, Quarter ended
March 31,
Year ended
March 31,
  2017 2016 2016 2017 2016
  Audited Audited Audited Audited Audited
Revenue from operations 17,120  17,273  16,550 68,484 62,441
Other income, net 746  820  772 3,080 3,123
Total Income 17,866  18,093  17,322 71,564 65,564
Expenses          
Employee benefit expenses 9,309  9,420  9,024 37,659 34,406
Deferred consideration pertaining to acquisition 149
Cost of technical sub-contractors 1,000  975  925 3,833 3,531
Travel expenses 474  502  595 2,235 2,263
Cost of software packages and others 478  461  330 1,597 1,274
Communication expenses 149  145  117 549 449
Consultancy and professional charges 229  165  213 763 779
Depreciation and amortisation expenses 446  433  419 1,703 1,459
Other expenses 823  838  707 3,244 2,511
Total expenses 12,908  12,939  12,330 51,583 46,821
Profit before non-controlling interest / share in net profit / (loss) of associate 4,958  5,154  4,992 19,981 18,743
Share in net profit/(loss) of associate and others (25) (1) (30) (3)
Profit before tax 4,933  5,154  4,991 19,951 18,740
Tax expense:          
Current tax 1,249  1,468  1,426 5,653 5,318
Deferred tax 81 (22) (32) (55) (67)
Profit for the period 3,603  3,708  3,597 14,353 13,489
Other comprehensive income          
Items that will not be reclassified subsequently to profit or loss          
Remeasurement of the net defined benefit liability/asset 20 (8) (3) (45) (12)
Equity instruments through other comprehensive income (5) (5)
  15 (8) (3) (50) (12)
Items that will be reclassified subsequently to profit or loss          
Fair value changes on derivatives designated as cash flow hedges, net  11  26  39
Exchange differences on translation of foreign operations (197) (47) 96 (257) 303
Fair value changes on investments (10) (10)
  (196) (21) 96 (228) 303
Total other comprehensive income, net of tax (181) (29) 93 (278) 291
Total comprehensive income for the period  3,422  3,679  3,690  14,075 13,780
Paid up share capital (par value 5/- each, fully paid) 1,144 1,144 1,144 1,144 1,144
Other equity 67,838 60,600 60,600 67,838 60,600
Earnings per equity share (par value 5/- each)          
Basic ()  15.77  16.22  15.74  62.80 59.02
Diluted ()  15.76  16.22  15.74  62.77 59.02

 

Notes:

1. The audited consolidated financial statements for the quarter and year ended March 31, 2017 have been taken on record by the Board of Directors at its meeting held on April 13, 2017. The statutory auditors have expressed an unqualified audit opinion. The information presented above is extracted from the audited consolidated financial statements. The consolidated financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
   
2. The Group has adopted all the Ind-AS on April 1, 2016 with the transition date as April 1, 2015, and the adoption was carried out in accordance with Ind-AS 101-First time adoption of Indian Accounting Standards. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Sec 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP.
   
3. Capital Allocation Policy
   
 

The Board reviewed and approved a revised Capital Allocation Policy of the Company after taking into consideration the strategic and operational cash requirements of the Company in the medium term. The key aspects of the Capital Allocation Policy are:

   
  1. The Company’s current policy is to pay dividends of up to 50% of post-tax profits of the Financial Year. Effective from FY 2018, the Company expects to payout up to 70% of the free cash flow* of the corresponding Financial Year in such manner (including by way of dividend and/or share buyback) as may be decided by the Board from time to time, subject to applicable laws and requisite approvals, if any.
    
  2.

In addition to the above, the Board has identified an amount of upto 13,000 crore ($2 billion)** to be paid out to shareholders during FY 2018, in such manner (including by way of dividend and/ or share buyback), to be decided by the Board, subject to applicable laws and requisite approvals, if any.

 

Further announcements in this regard will be made, as appropriate, in due course.

    
  * Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS
    
  ** USD/INR exchange rate as on March 31, 2017
    
   Dividend payout includes Dividend Distribution Tax
    
   This announcement contains insider information
    
4. The Board, at its meeting held on April 13, 2017, appointed Ravi Venkatesan, Independent Director as the Co- Chairman of the Board. Ravi Venkatesan, who has been on the Board of Infosys since April, 2011 has made valuable contribution to the development of the strategic direction of the Company during his tenure.
   
5. Pursuant to the approval from the shareholders through postal ballot on March 31, 2016, Dr. Vishal Sikka, Managing Director and CEO is eligible to receive under the 2015 Stock Incentive Compensation Plan (2015 plan), an annual grant of RSU's of fair value $2 million which will vest over time, subject to continued service. He is also eligible for an annual grant of performance based equity and stock options of $5 million, subject to achievement of performance targets set by the Board or its committee, which will vest over time. The Board based on the recommendations of the Nominations and Remuneration Committee approved on April 13, 2017, RSUs amounting to $1.9 million and ESOP's amounting to $0.96 million representing the performance based equity and stock options for the financial year 2017. Further, the Board also approved the annual time based vesting grant for financial year 2018 of RSU's of fair value amounting to $2 million.
   
 

The Nomination and Remuneration Committee in its meeting held on October 14, 2016 recommended a grant of 27,250 RSUs and 43,000 ESOPs to U.B.Pravin Rao, Chief Operating Officer (COO), under the 2015 Plan and the same was approved by the shareholders through postal ballot on March 31, 2017. These RSUs and ESOPs will be granted w.e.f May 2, 2017. These RSUs and stock options would vest over a period of 4 years and shall be exercisable within the period as approved by the Committee. The exercise price of the RSU's will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant, as approved by the shareholders.

 

The Nomination and Remuneration Committee of the Board of Directors of Infosys Limited at its meeting held on April 13, 2017, based on fiscal 2017 performance, approved the grant of 37,100 RSU and 73,600 stock options with effect from May 2, 2017, to few eligible and identified employees of the Company and its subsidiaries under the 2015 plan. These RSUs and stock options shall vest over a period of 4 years from the date of grant and shall be exercisable within the period as approved by the committee. The exercise price of the RSUs will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant.

  

6. Information on dividends for the quarter and year ended March 31, 2017

 

An interim dividend of 11/- per equity share was declared on October 14, 2016 and paid on October 26, 2016. The interim dividend declared in the previous year was 30/- (not adjusted for bonus issues) per equity share. The Board of Directors recommended a final dividend of 14.75/- per equity share for the financial year ended March 31, 2017. The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company, to be held on June 24, 2017. The book closure date for the purpose of the Annual General Meeting and payment of final dividend is June 3, 2017. The final dividend declared in the previous year was 14.25/- per equity share.

 

(in )

Particulars Quarter ended
March 31,
Quarter ended December 31, Quarter ended
March 31,
Year ended
March 31,
  2017 2016 2016 2017 2016
Dividend per share (par value 5/- each)          
 Interim dividend  11.00 10.00
 Final dividend  14.75  14.25  14.75 14.25

 

7. Consolidated statement of assets and liabilities

(in crore) 

Particulars As at
  March 31, 2017 March 31, 2016
ASSETS    
Non-current assets    
Property, plant and equipment  9,751  8,637
Capital work-in-progress  1,365  960
Goodwill  3,652  3,764
Other Intangible assets  776  985
Investment in associate  71  103
Financial assets:    
 Investments  6,382  1,714
 Loans  29  25
 Other financial assets  309  286
Deferred tax assets (net)  540  536
Income tax assets (net)  5,716  5,230
Other non-current assets  1,059  1,357
Total non-current assets  29,650  23,597
Current assets    
Financial assets    
 Investments  9,970  75
 Trade receivables  12,322  11,330
 Cash and cash equivalents  22,625  32,697
 Loans  272  303
 Other financial assets  5,980  5,190
Other current assets  2,536  2,158
Total current assets  53,705  51,753
Total assets  83,355  75,350
EQUITY AND LIABILITIES    
Equity    
Equity share capital  1,144  1,144
Other equity  67,838  60,600
Total equity attributable to equity holders of the Company  68,982  61,744
Non-controlling interests
Total equity  68,982  61,744
Liabilities    
Non-current liabilities    
Financial liabilities    
Other financial liabilities  70  69
Deferred tax liabilities (net)  207  252
Other non-current liabilities  83  46
Total non-current liabilities  360  367
Current liabilities    
Financial liabilities    
 Trade payables  367  386
 Others financial liabilities  6,349  6,302
Other current liabilities  3,007  2,629
Provisions  405  512
Income tax liabilities (net)  3,885  3,410
Total current liabilities  14,013  13,239
Total equity and liabilities  83,355  75,350

 

The disclosure is an extract of the audited Consolidated Balance Sheet as at March 31, 2017 and March 31, 2016 prepared in compliance with the Indian Accounting Standards (Ind-AS).

 

8. Reconciliation of the Consolidated Statement of Profit and Loss as previously reported under IGAAP to Ind-AS

(in crore) 

Particulars Note Quarter ended March 31, 2016
    IGAAP Effects of transition to Ind- AS Ind-AS
Revenue from operations    16,550 16,550
Other income, net    778 (6) 772
Total Income    17,328 (6) 17,322
Expenses        
Employee benefit expenses 1.1 9,027 (3) 9,024
Cost of technical sub-contractors   925 925
Travel expenses   595 595
Cost of software packages and others   330 330
Communication expenses   117 117
Consultancy and professional charges   213 213
Depreciation and amortisation expenses 1.3 355 64 419
Other expenses 1.2 703  4 707
Total expenses   12,265 65 12,330
Profit before non-controlling interest / share in profit/(loss) of associate   5,063 (71) 4,992
Share in net profit/(loss) of associate   (1) (1)
Profit before tax   5,062 (71) 4,991
Tax expense:        
 Current tax 1.4 1,425 1 1,426
 Deferred tax 1.5 (16) (16) (32)
Profit for the period   3,653 (56) 3,597
Other comprehensive income        
Items that will not be reclassified subsequently to profit or loss        
Remeasurement of the net defined benefit liability / asset 1.1 (3) (3)
    (3) (3)
Items that will be reclassified subsequently to profit or loss        
Exchange differences on translation of foreign operations 1.6  32  64 96
     32  64 96
Total other comprehensive income, net of tax   32 61 93
Total comprehensive income for the period   3,685 5 3,690

 

This reconciliation statement has been provided in accordance with circular CIR/CFD/FAC/62/2016 issued by SEBI dated July 05, 2016 on account of implementation of Ind-AS by listed companies.

 

Explanations for reconciliation of Consolidated Statement of Profit and Loss as previously reported under IGAAP to Ind-AS

 

(1.1)a. As per Ind-AS 19 Employee Benefits, actuarial gain and losses are recognized in other comprehensive income and not reclassified to profit and loss in a subsequent period.
   
 b. Adjustments reflect unamortized negative past service cost arising on modification of the gratuity plan in an earlier period. Ind-AS 19 requires such gains and losses to be adjusted to retained earnings.
   
(1.2)Adjustments reflect the impact of discounting pertaining to contingent consideration payable for business combinations.
   
(1.3)Adjustment reflects the impact of amortization of intangible assets included within goodwill under the IGAAP, separately recognized under Ind-AS.
   
(1.4)Tax component on actuarial gains and losses which was transferred to other comprehensive income under Ind-AS.
   
(1.5) The reduction in deferred tax expense is on account of the reversal of deferred tax liabilities recorded on intangible assets acquired in business combination.
   
(1.6) Under Ind-AS, exchange differences on translation of foreign operations are recorded in other comprehensive income.

 

Reconciliation of equity as previously reported under IGAAP to Ind-AS

(in crore) 

Particulars Note Balance Sheet as at March 31, 2016
    IGAAP Effects of transition to Ind-AS Ind-AS
ASSETS        
Non-current assets        
Property, plant and equipment   8,637 8,637
Capital work-in-progress   960 960
Goodwill 1.1 4,476 (712) 3,764
Other intangible assets 1.1 67 918 985
Investment in associate   103 103
Financial assets        
 Investments 1.2 1,714 1,714
 Loans   25 25
 Other financial assets   286 286
Deferred tax assets (net) 1.3 533  3 536
Income tax assets (net)   5,230 5,230
Other non-current assets   1,357 1,357
Total non-current assets   23,388 209 23,597
Current assets        
Financial assets        
 Investments 1.2 75 75
 Trade receivables    11,330 11,330
 Cash and cash equivalents    32,697 32,697
 Loans    303 303
 Other financial assets    5,190 5,190
Other current assets    2,158 2,158
Total current assets    51,753 51,753
Total assets    75,141  209 75,350
EQUITY AND LIABILITIES        
Equity        
Equity share capital    1,144 1,144
Other equity 1.7  56,682  3,918 60,600
Total equity attributable to equity holders of the Company    57,826  3,918 61,744
Non-controlling interests  
Total equity    57,826  3,918 61,744
Non-current liabilities        
Financial liabilities        
Other financial liabilities 1.4  80 (11) 69
Deferred tax liabilities (net) 1.3  252 252
Other non-current liabilities    46 46
Total non-current liabilities    126  241 367
Current liabilities        
Financial liabilities        
 Trade payables    386 386
 Other financial liabilities 1.4 6,309 (7) 6,302
Other current liabilities 1.5 2,633 (4) 2,629
Provisions 1.6 4,451 (3,939) 512
Income tax liabilities (net)   3,410 3,410
Total current liabilities   17,189 (3,950) 13,239
Total equity and liabilities   75,141 209 75,350

 

This reconciliation statement has been provided in accordance with circular CIR/CFD/FAC/62/2016 issued by SEBI dated July 05, 2016 on account of implementation of Ind-AS by listed companies.

 

Explanations for the reconciliation of Consolidated Balance Sheet as previously reported under IGAAP to Ind-AS

 

(1.1) Goodwill and Intangible assets

 

Intangible assets and deferred tax asset/liabilities in relation to business combinations which were included within Goodwill under IGAAP, have been recognized separately under Ind-AS with corresponding adjustments to retained earnings and other comprehensive income for giving effect to amortization expenses and exchange gains and losses.

 

(1.2) Investments

 

Tax free bonds are carried at amortized cost both under Ind-AS and IGAAP. Investment in equity instruments are carried at fair value through Other Comprehensive Income in Ind-AS compared to being carried at cost under IGAAP.

 

(1.3) Deferred taxes

 

Deferred taxes in relation to business combinations have been recognized under Ind-AS.

 

(1.4) Other financial liabilities

 

Adjustments include the impact of discounting the contingent consideration payable for acquisitions under Ind-AS.

 

(1.5) Other current liabilities

 

Adjustments that reflect unamortized negative past service cost arising on modification of the gratuity plan in an earlier period. Ind-AS 19 - Employee Benefits require such gains and losses to be adjusted to retained earnings.

 

(1.6) Provisions

 

Adjustments reflect final dividend (including corporate dividend tax), declared and approved post reporting period.

 

(1.7) Other equity

 

a.Adjustments to retained earnings and other comprehensive income have been made in accordance with Ind-AS, for the above mentioned line items.
   
 b. In addition, as per Ind-AS 19, actuarial gain and losses are recognized in other comprehensive income as compared to being recognized in the Statement of Profit and Loss under IGAAP.

 

9. Audited financial results of Infosys Limited (Standalone Information)

(in crore)

Particulars  Quarter ended
March 31,
Quarter ended
December 31,
 Quarter ended
March 31,
Year ended
March 31,
  2017 2016 2016 2017 2016
Revenue from operations  14,920  14,949  14,158  59,289  53,983
Profit before tax  4,783  4,883  4,705  18,938  17,600
Profit for the period  3,562  3,599  3,391  13,818  12,693

 

Note: The audited results of Infosys Limited for the above mentioned periods are available on our website, www.infosys.com and on the Stock Exchange website www.nseindia.com and www.bseindia.com. The information above has been extracted from the audited standalone financial statements as stated.

 

10. Segment reporting (Consolidated - Audited)

(in crore)

Particulars Quarter ended
March 31,
Quarter ended December 31, Quarter ended
March 31,
Year ended
March 31,
  2017 2016 2016 2017 2016
Revenue by business segment        
Financial Services (FS)  4,655  4,663  4,522  18,555 17,024
Manufacturing (MFG)  1,918  1,893  1,748  7,507 6,948
Energy & utilities, Communication and Services (ECS)  3,963  3,885  3,635  15,430 13,547
Retail, Consumer packaged goods and Logistics (RCL)  2,710  2,821  2,727  11,225 10,226
Life Sciences, Healthcare and Insurance (HILIFE)  2,148  2,196  2,083  8,437 8,090
Hi-Tech  1,211  1,250  1,327  5,122 4,891
All other segments  515  565  508  2,208 1,715
Total  17,120  17,273  16,550  68,484 62,441
Less: Inter-segment revenue
Net revenue from operations  17,120  17,273  16,550  68,484 62,441
Segment profit before tax, depreciation and non-controlling interests:        
Financial Services (FS)  1,328  1,320  1,249 5,209 4,839
Manufacturing (MFG)  472  455 426  1,848 1,560
Energy & utilities, Communication and Services (ECS)  1,120  1,123  1,108  4,431 4,029
Retail, Consumer packaged goods and Logistics (RCL)  784  837 767  3,249 2,840
Life Sciences, Healthcare and Insurance (HILIFE)  596  632 626  2,308 2,265
Hi-Tech  291  324 364  1,277 1,301
All other segments  70  78 105  292 259
Total  4,661  4,769  4,645  18,614 17,093
Less: Other unallocable expenditure  449  435  425  1,713 1,473
Add: Unallocable other income  746  820  772  3,080 3,123
Add: Share in net profit/(loss) of associate and others  (25)  (1)  (30) (3)
Profit before tax and non-controlling interests  4,933  5,154  4,991  19,951 18,740

 

Notes on segment information

 

Business segments

 

Based on the "management approach" as defined in Ind-AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments.

 

Segmental capital employed

 

Assets and liabilities used in the Company's business are not identified to any of the reportable segments, as these are used interchangeably between segments. The Management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

 

  By order of the Board
  for Infosys Limited
   
Bengaluru, India Dr. Vishal Sikka
April 13, 2017 Chief Executive Officer and Managing Director

 

The Board has also taken on record the unaudited condensed consolidated results of Infosys Limited and its subsidiaries for the quarter and year ended March 31, 2017, prepared as per International Financial Reporting Standards (IFRS) and reported in US dollars. A summary of the financial statements is as follows:

 

(in US$ million, except per equity share data)

Particulars Quarter ended
March 31,
Quarter ended December 31, Quarter ended
March 31,
Year ended
March 31,
  2017 2016 2016 2017 2016
Revenues 2,569 2,551 2,446 10,208 9,501
Cost of sales  1,614  1,601  1,516  6,446 5,950
Gross profit  955  950  930  3,762 3,551
Net profit  543  547  533  2,140 2,052
Earnings per equity share          
 Basic  0.24  0.24  0.23  0.94 0.90
 Diluted  0.24  0.24  0.23  0.94 0.90
Total assets 12,854 11,870 11,378 12,854 11,378
Cash and cash equivalents including current investments 5,027 4,487 4,946 5,027 4,946

 

Certain statements in this release concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the 'safe harbor' under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Infosys has made strategic investments, withdrawal or expiration of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2016. These filings are available at www.sec.gov. Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company's filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that the date of this result is April 13, 2017, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. The company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the company unless it is required by law.