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

Exhibit 99.2
Form of Release to Stock Exchanges

 

 

 

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 

 

Statement of Consolidated Audited Results of Infosys Limited and its subsidiaries for the quarter and nine months ended December 31, 2019 prepared in compliance with the Indian Accounting Standards (Ind-AS)

 

(in crore, except per equity share data)

Particulars Quarter
ended
December 31,		 Quarter
ended
September 30,		 Quarter
ended
December 31,		 Nine months ended December 31, Year ended
March 31,
  2019 2019 2018 2019 2018 2019
  Audited Audited Audited Audited Audited Audited
Revenue from operations  23,092  22,629  21,400  67,524  61,137 82,675
Other income, net (Refer Note 2(c))  827  626  753  2,189  2,218 2,882
Total Income  23,919  23,255  22,153  69,713  63,355 85,557
Expenses            
Employee benefit expenses  12,994  12,675  11,622  37,971  33,242 45,315
Cost of technical sub-contractors  1,721  1,651  1,618  5,010  4,432 6,033
Travel expenses  617  599  625  2,043  1,830 2,433
Cost of software packages and others  651  680  712  1,947  1,863 2,553
Communication expenses  132  129  113  389  356 471
Consultancy and professional charges  362  341  354  996  948 1,324
Depreciation and amortisation expenses##  737  727  580  2,144  1,480 2,011
Finance cost  42  42 –  125 – –
Other expenses  814  915  946  2,577  2,725 3,655
Reduction in the fair value of Disposal Group Held for Sale (Refer Note 1(a)) – – – –  270 270
Adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held For Sale" (Refer Note 1(a)) – –  451 –  451 451
Total expenses  18,070  17,759  17,021  53,202  47,597 64,516
Profit before tax  5,849  5,496  5,132  16,511  15,758 21,041
Tax expense: (Refer Note 1(b))            
Current tax  1,492  1,488 1,472 4,440 4,534 5,727
Deferred tax (109) (29) 50 (233) (108) (96)
Profit for the period 4,466 4,037 3,610 12,304 11,332 15,410
Other comprehensive income            
Items that will not be reclassified subsequently to profit or loss            
Remeasurement of the net defined benefit liability/asset, net*** (120) (22) (23)  (159)  (19) (22)
Equity instruments through other comprehensive income, net (36) 2 57  (31)  69 70
Items that will be reclassified subsequently to profit or loss            
Fair value changes on derivatives designated as cash flow hedges, net (29) 17 56 (36) 36 21
Exchange differences on translation of foreign operations 151 (35) (288) 141 133 63
Fair value changes on investments, net (11) 2 37 7 (23) 2
Total other comprehensive income/(loss), net of tax (45) (36) (161) (78) 196 134
Total comprehensive income for the period 4,421 4,001 3,449 12,226 11,528 15,544
Profit attributable to:            
Owners of the company  4,457  4,019  3,609  12,273  11,330 15,404
Non-controlling interest 9 18  1  31  2 6
  4,466 4,037 3,610 12,304 11,332 15,410
Total comprehensive income attributable to:            
Owners of the company  4,406  3,984  3,448  12,187  11,526 15,538
Non-controlling interest 15 17  1  39  2 6
  4,421 4,001 3,449 12,226 11,528 15,544
Paid up share capital (par value 5/- each, fully paid)  2,122  2,121  2,176  2,122  2,176 2,170
Other equity *#  62,778  62,778  63,835  62,778  63,835 62,778
Earnings per equity share (par value 5/- each)**            
Basic ()  10.51  9.46  8.30  28.79  26.06 35.44
Diluted ()  10.50  9.44  8.29  28.74  26.03 35.38

 

*Represents balance as per the audited Balance Sheet of the previous year as required by SEBI (Listing and Other Disclosure Requirements) Regulations, 2015

 

**EPS is not annualized for the quarter and nine months ended December 31, 2019, quarter ended September 30, 2019 and quarter and nine months ended December 31, 2018.

 

***Includes unrealised losses on certain investments carried in the PF trust for the quarter and nine months ended December 31, 2019

 

#Excludes non-controlling interest

 

##Effective April 1, 2019, the Group adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1, 2019 using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date of initial application.

 

1.Notes pertaining to the previous quarters / periods

 

a)The subsidiaries Kallidus and Skava (together referred to as "Skava”) and Panaya, are collectively referred to as the “Disposal Group”. In the quarter ended June 30, 2018, the Company had recorded a reduction in the fair value by 270 crore in respect of its subsidiary Panaya. During the quarter ended December 31, 2018, in accordance with Ind AS 105 -" Non current Assets held for Sale and Discontinued Operations", the Company concluded that the Disposal Group did not meet the criteria for "Held for Sale" classification and accordingly, on such reclassification, the Company recorded an adjustment in respect of excess of carrying amount over recoverable amount of 451 crore in respect of Skava in the consolidated statement of Profit and Loss.

 

b)During the year ended March 31, 2019, on account of the conclusion of an Advance Pricing Agreement (“APA”) in an overseas jurisdiction, the Company has reversed income tax expense provision of 94 crore which pertains to previous period.

 

2.Notes pertaining to the current quarter

 

a)The audited interim consolidated financial statements for the quarter and nine months ended December 31, 2019 have been taken on record by the Board of Directors at its meeting held on January 10, 2020. The statutory auditors, Deloitte Haskins & Sells LLP have expressed an unmodified audit opinion. The information presented above is extracted from the audited interim consolidated financial statements. These interim 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 relevant amendment rules thereafter.

 

b)Update on the independent investigation

 

(i)The Audit Committee appointed an external legal counsel to conduct an independent investigation into the whistleblower allegations which have been previously disclosed to stock exchanges on October 22, 2019 and to the Securities Exchange Commission (SEC) on Form 6K on the same date.The outcome of the investigation has not resulted in restatement of previously issued financial statements relating to fiscals 2018 and 2019 interim and annual periods, and fiscal 2020 interim periods.

 

(ii)As of the date of this results, the Company is under investigation by the SEC. The Company has also received letters from Indian regulatory authorities seeking information on the above matters. Additionally, in October 2019, shareholders class action lawsuit was filed in the United States District Court for the Eastern District of New York against the Company and certain of its current and former officers for violations of the US federal Securities Laws. The Company is presently unable to predict the scope, duration or the outcome of these matters.

 

c)Other income includes interest on income tax refund of 242 crore and 51 crore for quarter ended December 31, 2019 and December 31, 2018, 251 crore and 51 crore for nine months ended December 31, 2019 and December 31,2018 respectively, Nil for the quarter ended September 30, 2019 and 51 crore for the year ended March 31, 2019 respectively.

 

3. Information on dividends for the quarter and nine months ended December 31, 2019

 

The Board of Directors declared an interim dividend of 8/- (par value of 5/- each) per equity share on October 11, 2019 and the same was paid on October 30, 2019.The interim dividend declared in the previous year was 7/- per equity share.

 

(in )

Particulars Quarter
ended
December 31,		 Quarter
ended
September 30,		 Quarter
ended
December 31,		 Nine months ended December 31, Year ended
March 31,
  2019 2019 2018 2019 2018 2019
Dividend per share (par value 5/- each)            
 Interim dividend –  8.00 –  8.00  7.00 7.00
 Final dividend – – – – – 10.50
 Special dividend – –  4.00 –  4.00 4.00

 

4. Segment reporting (Consolidated - Audited)

(in crore)

Particulars Quarter
ended
December 31,		 Quarter
ended
September 30,		 Quarter
ended
December 31,		 Nine months ended December 31, Year ended
March 31,
  2019 2019 2018 2019 2018 2019
Revenue by business segment            
Financial Services (1)  7,274  7,213  6,953  21,344  19,672 26,477
Retail (2)  3,530  3,448  3,503  10,413  10,140 13,556
Communication (3)  3,002  2,961  2,547  8,966  7,505 10,426
Energy, Utilities, Resources and Services  2,948  2,962  2,741  8,744  7,643 10,390
Manufacturing  2,378  2,291  2,166  6,768  5,992 8,152
Hi-Tech  1,749  1,713  1,569  5,141  4,527 6,177
Life Sciences (4)  1,559  1,454  1,335  4,353  3,916 5,203
All other segments (5)  652  587  586  1,795  1,742 2,294
Total  23,092  22,629 21,400 67,524 61,137 82,675
Less: Inter-segment revenue – – – – – –
Net revenue from operations  23,092  22,629 21,400 67,524 61,137 82,675
Segment profit before tax, depreciation and non-controlling interests:            
Financial Services (1)  1,863  1,866 1,820 5,444 5,157 6,878
Retail (2)  1,084  1,038 1,037 3,154 3,016 4,034
Communication (3)  618  623 607 1,863 1,937 2,517
Energy, Utilities, Resources and Services  818  818 687 2,360 1,908 2,542
Manufacturing  581  509 508 1,503 1,383 1,853
Hi-Tech  411  392 367 1,172 1,173 1,548
Life Sciences (4)  417  392 365 1,087 1,095 1,419
All other segments (5)  15  7 26 27 79 116
Total  5,807  5,645 5,417 16,610 15,748 20,907
Less: Other unallocable expenditure  743  733 587 2,163 1,487 2,027
Add: Unallocable other income  827  626 753 2,189 2,218 2,882
Less: Finance cost  42  42 –  125 – –
Less: Reduction in the fair value of Disposal Group Held for Sale – – – –  270 270
Less: Adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held For Sale" – –  451 –  451 451
Profit before tax and non-controlling interests  5,849  5,496  5,132  16,511  15,758 21,041

 

(1) Financial Services include enterprises in Financial Services and Insurance

(2) Retail includes enterprises in Retail, Consumer Packaged Goods and Logistics

(3) Communication includes enterprises in Communication, Telecom OEM and Media

(4) Life Sciences includes enterprises in Life sciences and Health care

(5)All other segments include operating segments of businesses in India, Japan, China, Infosys Public Services & other enterprises in Public Services

 

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 Group'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 Group'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.

 

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

(in crore)

Particulars Quarter
ended
December 31,		 Quarter
ended
September 30,		 Quarter
ended
December 31,		 Nine months ended December 31, Year ended
March 31,
  2019 2019 2018 2019 2018 2019
Revenue from operations  20,064  19,666  18,819  58,860  54,171 73,107
Profit before tax (Refer note below)  5,405  5,123  4,942  15,348  14,974 19,927
Profit for the period (Refer note below)  4,076  3,829  3,501  11,474  10,882 14,702

 

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 interim standalone condensed financial statements as stated.

 

Note:

 

1)During the year ended March 31, 2019, on account of the conclusion of an Advance Pricing Agreement (“APA”) in an overseas jurisdiction, the Company has reversed income tax expense provision of 94 crore which pertains to previous period.

 

2)In the quarter ended June 30, 2018, the Company had recorded a reduction in the fair value of its investments in Panaya, by 265 crore in the interim condensed standalone Statement of Profit and Loss of Infosys. During the quarter ended December 31, 2018, the Company, in accordance with Ind AS 105 -" Non current Assets held for Sale and Discontinued Operations", the Company reclassified the investment in subsidiaries Panaya and Skava from“Held for Sale” and recorded an adjustment in respect of excess of carrying amount over recoverable amount amounting to 469 crore in respect of Skava in the interim condensed standalone Statement of Profit and Loss.

 

3)Other income includes interest on income tax refund of 242 crore and 50 crore for quarter and nine months ended December 31, 2019 and December 31, 2018 respectively and 50 crore for the year ended March 31, 2019.

 

  By order of the Board
for Infosys Limited
   
Bengaluru, India
January 10, 2020		 Salil Parekh
Chief Executive Officer and Managing Director

 

The Board has also taken on record the condensed consolidated results of Infosys Limited and its subsidiaries for the quarter and nine months ended December 31, 2019, 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
December 31,		 Quarter
ended
September 30,		 Quarter
ended
December 31,		 Nine months ended December 31, Year ended
March 31,
  2019 2019 2018 2019 2018 2019
  Audited Audited Audited Audited Audited Audited
Revenues  3,243  3,210 2,987 9,583 8,740 11,799
Cost of sales  2,159  2,140  1,956  6,420  5,660 7,687
Gross profit  1,084  1,070  1,031  3,163  3,080 4,112
Operating expenses  373  374  356  1,114  1,042 1,416
Operating profit  711  696  675  2,049  2,038 2,696
Other income, net  116  89  105  312  317 411
Finance cost (6) (6) –  (18) – –
Reduction in the fair value of Disposal Group held for sale (Refer Note 1) – – – –  (39) (39)
Adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held for Sale" (Refer Note 1) – –  (65) –  (65) (65)
Profit before income taxes  821  779  715  2,343  2,251 3,003
Income tax expense (Refer Note 2)  194  207  213  597  633 803
Net profit  627  572  502  1,746  1,618 2,200
Earnings per equity share *            
 Basic  0.15  0.13  0.12  0.41  0.37 0.51
 Diluted  0.15  0.13  0.12  0.41  0.37 0.51
Total assets  12,110  12,021  11,872  12,110  11,872 12,252
Cash and cash equivalents and current investments  2,853  2,820  3,764  2,853  3,764 3,787

 

*EPS is not annualized for the quarter and nine months ended December 31, 2019, quarter ended September 30, 2019 and quarter and nine months ended December 31, 2018.

 

Note-

 

1)The subsidiaries Kallidus and Skava (together referred to as "Skava”) and Panaya, are collectively referred to as the “Disposal Group”. In the quarter ended June 30, 2018, the Company had recorded a reduction in the fair value by $39 million in respect of its subsidiary Panaya. During the quarter ended December 31, 2018, in accordance with Ind AS 105 -" Non current Assets held for Sale and Discontinued Operations", the Company concluded that the Disposal Group did not meet the criteria for "Held for Sale" classification and accordingly, on such reclassification, the Company recorded an adjustment in respect of excess of carrying amount over recoverable amount of $65 million in respect of Skava in the consolidated statement of Profit and Loss.

 

2)Other income includes interest on income tax refund of $34 million and $7 million for quarter ended December 31, 2019 and December 31, 2018 respectively, $35 million and $7 million for nine months ended December 31, 2019 and December 31,2018 respectively, Nil for the quarter ended September 30, 2019 and $7 million for the year ended March 31, 2019.
3)During the year ended March 31, 2019, on account of the conclusion of an Advance Pricing Agreement (“APA”) in an overseas jurisdiction, the Company has reversed income tax expense provision of $14 million which pertains to previous period.

 

Certain statements mentioned 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, unauthorized use of our intellectual property and general economic conditions affecting our industry and the outcome of pending litigation and government investigation. 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, 2019. 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. 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.