EX-19.1 3 f83323exv19w1.txt EXHIBIT 19.1 EXHIBIT 19.1 INFOSYS TECHNOLOGIES LIMITED Report for the first quarter ended June 30, 2002 [INFOSYS LOGO] At a glance - Indian GAAP
Rs. in crores, except per share data Quarter ended ----------------------------- Year ended June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- For the period Total revenue 764.62 612.52 2,603.59 Export revenue 750.52 596.30 2,552.47 Operating profit (PBIDT) 274.93 240.52 1,037.63 PBIDT/revenues(%) 35.96% 39.27% 39.85% Profit after tax (PAT) 216.85 190.03 807.96 PAT/revenues(%) 28.36% 31.02% 31.03% Earnings per share(*) (par value of Rs. 5 each, fully paid) Basic 32.76 28.72 122.12 Diluted 32.46 28.59 121.37 Dividend per share -- -- 20.00 Dividend amount -- -- 132.36 Capital expenditure 53.79 101.74 322.74 At the end of the period Total assets 2,297.56 1,595.61 2,080.31 Fixed assets - net 755.93 623.88 718.24 Cash and cash equivalents 1,089.23 630.51 1,026.96 Working capital 1,459.83 910.70 1,293.41 Total debt -- -- -- Net worth 2,297.56 1,595.61 2,080.31 Equity 33.09 33.08 33.09 Market capitalization 21,772.72 23,900.56 24,654.33
Note: Market capitalization is calculated by considering the share price at National stock exchange on the shares outstanding at the period/year end. (*)EPS figures have been calculated for the period and have not been annualized. [PERFORMANCE GRAPH]
Net Profit from Total Revenue Exports Ordinary Activities (in Rs. Crores) (in Rs. Crores) (in Rs. Crores) --------------- --------------- ------------------- Year ended March 31, 2002 2,603.59 2,552.47 807.96 Quarter ended June 30, 2001 612.52 596.30 190.08 Quarter ended June 30, 2002 764.62 750.52 216.85
2 Letter to the shareholders Dear shareholder, We are pleased to report a quarter of robust revenue growth. According to Indian GAAP, revenues grew by 12.42% over Q4 FY2002 while net profits from ordinary activities witnessed an increase of 3.10%. Our net cash flows during the quarter amounted to Rs. 62.27 crore. Gross addition in employees stood at 772 for the quarter, including 144 lateral hires - net employee addition for the quarter stood at 566. The business environment continues to be challenging. Further, we have encountered delays in client and prospect visits due to adverse travel advisories. In this scenario, software revenues in US dollar terms grew by 11.9% for the quarter as compared to the previous quarter ended March 31, 2002. Revenue growth comprised volume growth of 12.5% offset by a price decline of 0.6%, as compared to the previous quarter. The utilization during the quarter has increased as also the volumes. The revenue growth has been driven by a larger number of new project starts. Typically, during the initial phase of a new engagement, project requirements necessitate a higher onsite presence. Keeping in mind the challenging environment that we continue to have, and as an investment towards the future, we have increased our sales and marketing efforts. As part of our global brand building efforts, we have set up the Wharton Infosys Business Transformation Awards to recognize creative use of technology in business. We have also announced an alliance with The Concours Group for strategic consulting and large change management programs, which will facilitate new executive level relationships. The higher marketing and sales costs along with the larger onsite presence have resulted in a decrease in margins for the quarter. We have expanded our client base by adding 23 new clients during the quarter. Significant wins included Bear Stearns, the seventh largest securities firm in the US, ZKB, one of the five largest asset management institutions in Switzerland, Himawari Securities Inc, a leading securities firm in Japan, Food Lion, a US-based retail supermarket chain, FAS, an exclusive private-label design store in the US, Reynolds and Reynolds, a US-based billion-dollar information services company, Galileo Avionica, a leading avionics manufacturing company in Europe, and US-based Alibre Inc, the maker of Alibre Designs, an interactive design application built for the Internet. Infosys continued to strengthen its presence in the banking products space through a strategic relationship with Saudi Investment Bank, a full service wholesale commercial bank in Saudi Arabia for deploying FINACLE(TM) eCorporate. During the quarter, National Commercial Bank Jamaica Ltd., became the first bank in the world to select the entire FINACLE(TM) suite of solutions. During the quarter, the company acquired the Intellectual Property ("IP") of the Trade IQ product from IQ Financial Systems Inc., USA for its Banking Business Unit. The company entered into an agreement with the Aeronautical Development Agency, India ("ADA") for transfer of the IP in AUTOLAY, a commercial software application product used in the design of high performance structural systems. In our efforts to create a high performance work ethic, Infosys has moved to a role-based structure, effective July 1, 2002. Further, the compensation structure will have a higher variable component that will take into consideration the company performance and the individual performance. Infoscions continued their efforts to help global corporations transform their businesses through innovative application of technology. On your behalf, we thank our fellow Infoscions for contributing to yet another successful quarter through their commitment and dedication. /s/ S. Gopalakrishnan /s/ Nandan M. Nilekani Bangalore S. Gopalakrishnan Nandan M. Nilekani July 10, 2002 Chief Operating Officer Chief Executive Officer, President and Deputy Managing Director and Managing Director
3 Auditors' Report We have audited the attached Balance Sheet of Infosys Technologies Limited (the Company) as at June 30, 2002, and the Profit and Loss Account and the Cash Flow Statement of the Company for the quarter then ended, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report as follows: (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) in our opinion, proper books of account have been kept by the Company so far as appears from our examination of those books; (c) the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account; (d) in our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statements comply with the Accounting Standards issued by the Institute of Chartered Accountants of India, to the extent applicable; and (e) in our opinion and to the best of our information and according to the explanations given to us, the accounts give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2002; (ii) in the case of the Profit and Loss Account, of the profit of the Company for the quarter then ended; and (iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the quarter ended on that date. for Bharat S Raut & Co. Chartered Accountants Bangalore S Balasubrahmanyam July 10, 2002 Partner 4 Balance sheet as at
in Rs. crore June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share capital 33.09 33.08 33.09 Reserves and surplus 2,264.47 1,562.53 2,047.22 -------- -------- -------- 2,297.56 1,595.61 2,080.31 ======== ======== ======== APPLICATION OF FUNDS FIXED ASSETS Original cost 1,098.70 738.74 960.60 Less: Depreciation and amortization 431.74 278.87 393.03 -------- -------- -------- Net book value 666.96 459.87 567.57 Add: Capital work-in-progress 88.97 164.01 150.67 -------- -------- -------- 755.93 623.88 718.24 INVESTMENTS 56.96 44.44 44.44 DEFERRED TAX ASSETS 24.84 16.59 24.22 CURRENT ASSETS, LOANS AND ADVANCES Sundry debtors 413.29 309.12 336.73 Cash and bank balances 887.32 446.29 772.22 Loans and advances 668.59 468.18 643.87 -------- -------- -------- 1,969.20 1,223.59 1,752.82 Less: Current liabilities 213.71 154.52 126.11 Provisions 295.66 158.37 333.30 -------- -------- -------- NET CURRENT ASSETS 1,459.83 910.70 1,293.41 -------- -------- -------- 2,297.56 1,595.61 2,080.31 ======== ======== ========
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS The schedules referred to above and the notes thereon form an integral part of the Balance Sheet. This is the Balance Sheet referred to in our report of even date. for Bharat S Raut & Co. Chartered Accountants S. Balasubrahmanyam N.R. Narayana Murthy Nandan M. Nilekani S. Gopalakrishnan Deepak M. Satwalekar Partner Chairman and Chief Mentor Chief Executive Officer, Chief Operating Officer and Director President and Deputy Managing Director Managing Director Marti G. Subrahmanyam Philip Yeo Jitendra Vir Singh Omkar Goswami Director Director Director Director Larry Pressler Claude Smadja K. Dinesh S.D. Shibulal Director Director Director Director T.V. Mohandas Pai Phaneesh Murthy Srinath Batni V. Balakrishnan Bangalore Director and Director Director Company Secretary and July 10, 2002 Chief Financial Officer Vice President - Finance
5 Profit and Loss Account for the
in Rs. crore, except per share data Quarter ended Year ended June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- INCOME Software services and products Overseas 750.52 596.30 2,552.47 Domestic 14.10 16.22 51.12 ----------- ----------- ----------- 764.62 612.52 2,603.59 SOFTWARE DEVELOPMENT EXPENSES 377.39 285.56 1,224.82 ----------- ----------- ----------- GROSS PROFIT 387.23 326.96 1,378.77 SELLING AND MARKETING EXPENSES 55.09 27.65 129.79 GENERAL AND ADMINISTRATION EXPENSES 57.21 58.79 211.35 ----------- ----------- ----------- 112.30 86.44 341.14 OPERATING PROFIT (PBIDT) 274.93 240.52 1,037.63 Interest -- -- -- Depreciation and amortization 40.48 35.48 160.65 ----------- ----------- ----------- OPERATING PROFIT AFTER INTEREST AND DEPRECIATION 234.45 205.04 876.98 Other income 24.90 13.49 66.41 ----------- ----------- ----------- PROFIT BEFORE TAX 259.35 218.53 943.39 Provision for taxation 42.50 28.50 135.43 ----------- ----------- ----------- NET PROFIT AFTER TAX 216.85 190.03 807.96 ----------- ----------- ----------- AMOUNT AVAILABLE FOR APPROPRIATION 216.85 190.03 807.96 ----------- ----------- ----------- DIVIDEND Interim -- -- 49.63 Final (Proposed, subject to deduction of tax if any) -- -- 82.73 Dividend Tax -- -- 5.06 Amount transferred - general reserve -- -- 670.54 Balance in Profit and Loss Account 216.85 190.03 -- ----------- ----------- ----------- 216.85 190.03 807.96 =========== =========== =========== EARNINGS PER SHARE (Equity shares, par value Rs. 5/- each) Basic 32.76 28.72 122.12 Diluted 32.46 28.59 121.37 Number of shares used in computing earnings per share Basic 6,61,88,530 6,61,59,038 6,61,62,274 Diluted 6,67,95,945 6,64,65,149 6,65,67,575 =========== =========== ===========
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS The schedules referred to above and the notes thereon form an integral part of the profit and loss account. This is the profit and loss account referred to in our report of even date. for Bharat S Raut & Co. Chartered Accountants S. Balasubrahmanyam N. R. Narayana Murthy Nandan M. Nilekani S. Gopalakrishnan Deepak M. Satwalekar Partner Chairman and Chief Mentor Chief Executive Officer, Chief Operating Officer and Director President and Deputy Managing Director Managing Director Marti G. Subrahmanyam Philip Yeo Jitendra Vir Singh Omkar Goswami Director Director Director Director Larry Pressler Claude Smadja K. Dinesh S. D. Shibulal Director Director Director Director T. V. Mohandas Pai Phaneesh Murthy Srinath Batni V. Balakrishnan Bangalore Director and Director Director Company Secretary and July 10, 2002 Chief Financial Officer Vice President - Finance
6 Schedules to the Profit and Loss Account for the
in Rs. crore Quarter ended Year ended June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- SOFTWARE DEVELOPMENT EXPENSES Salaries and bonus including overseas staff expenses 297.65 224.44 976.11 Staff welfare 1.69 1.86 6.14 Contribution to provident and other funds 6.46 6.16 25.63 Foreign travel expenses 37.06 27.20 113.12 Consumables 1.16 0.39 3.22 Cost of software packages for own use 9.76 7.96 34.44 service delivery to clients 6.88 4.01 9.17 Computer maintenance 1.86 1.18 7.11 Communication expenses 7.17 10.22 36.11 Consultancy charges 5.73 2.04 10.12 Provision for post-sales client support 1.97 0.10 3.65 ------ ------ ------ 377.39 285.56 1,224.82 ====== ====== ======== SELLING AND MARKETING EXPENSES Salaries and bonus including overseas staff expenses 30.05 15.83 61.04 Staff welfare 0.13 0.12 0.27 Contribution to provident and other funds 0.09 0.02 0.22 Foreign travel expenses 8.69 3.55 18.66 Consumables 0.02 -- 0.02 Cost of software packages for own use 0.01 0.03 0.58 Communication expenses 0.06 -- 0.38 Traveling and conveyance 0.15 0.90 3.14 Rent 0.91 1.06 4.30 Telephone charges 1.06 0.73 3.26 Professional charges 2.27 0.66 5.90 Printing and stationery 0.37 0.37 1.55 Advertisements 0.16 -- 0.31 Brand building 7.99 1.86 13.16 Office maintenance 0.15 0.07 0.31 Repairs to plant and machinery -- 0.01 0.01 Power and fuel 0.04 0.02 0.06 Insurance charges 0.02 -- -- Rates and taxes 0.11 0.23 0.33 Bank charges and commission 0.01 0.01 0.03 Commission charges 1.52 0.52 10.82 Marketing expenses 1.11 1.54 4.67 Sales promotion expenses 0.15 0.11 0.44 Other miscellaneous expenses 0.02 0.01 0.33 ------ ------ ------ 55.09 27.65 129.79 ====== ====== ======
7 Schedules to the Profit and Loss Account for the
in Rs. crore Quarter ended Year ended June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- GENERAL AND ADMINISTRATION EXPENSES Salaries and bonus including overseas staff expenses 12.21 10.89 45.48 Contribution to provident and other funds 0.79 0.84 2.98 Foreign travel expenses 1.80 1.49 4.81 Traveling and conveyance 2.92 3.31 15.48 Rent 5.23 5.45 20.11 Telephone charges 3.64 3.51 11.45 Professional charges 6.53 3.19 16.23 Printing and stationery 1.65 2.77 4.75 Advertisements 0.65 0.61 2.78 Office maintenance 3.93 3.28 13.81 Repairs to building 1.87 2.22 8.50 Repairs to plant and machinery 1.16 0.48 2.48 Power and fuel 5.66 4.61 18.90 Insurance charges 1.98 1.28 5.34 Rates and taxes 1.17 0.67 3.93 Donations 1.67 2.43 5.12 Auditor's remuneration audit fees 0.06 0.05 0.21 certification charges -- -- 0.02 out-of-pocket expenses 0.01 0.01 0.02 Provision for bad and doubtful debts 0.07 6.94 13.09 Provision for doubtful loans and advances (0.04) -- 0.42 Bank charges and commission 0.16 0.04 0.68 Commission to non-whole time directors 0.24 0.24 0.98 Postage and courier 1.25 1.17 3.23 Books and periodicals 0.25 0.33 1.14 Research grants -- 0.25 0.75 Freight charges 0.11 0.12 0.52 Professional membership and seminar participation fees 0.82 0.54 2.20 Transaction processing fee and filing fees 1.25 1.38 4.78 Other miscellaneous expenses 0.17 0.69 1.16 ----- ----- ------ 57.21 58.79 211.35 ===== ===== ====== OTHER INCOME Interest received on deposits with banks and others(*) 17.68 11.81 51.23 Exchange differences 6.50 1.26 13.26 Miscellaneous income 0.72 0.42 1.92 ----- ----- ------ 24.90 13.49 66.41 ===== ===== ====== (*)Tax deducted at source 3.23 1.71 8.28 PROVISION FOR TAXATION Current period / year Income taxes 43.12 29.56 143.19 Deferred taxes (0.62) (1.06) (7.76) ----- ----- ------ 42.50 28.50 135.43 ===== ===== ======
8 1. Extracts of significant accounting policies and notes on accounts Company overview Infosys Technologies Limited ("Infosys" or the "company"), a world leader in consulting and information technology ("IT") services partners with Global 2000 companies to provide business consulting, systems integration, application development, maintenance, re-engineering and product engineering services. Through these services, Infosys enables its clients to fully exploit technology for business transformation. Clients leverage Infosys' Global Delivery Model to achieve higher quality, improved time-to-market and cost-effective solutions. Management's Statement on significant accounting policies contained in the audited financial statements. There are no changes in the accounting policies during the quarter ended June 30, 2002. The significant accounting policies of the company relate to revenue recognition, expenditure, fixed assets and capital work-in-progress, depreciation, retirement benefits to employees - principally gratuity, superannuation and provident fund benefits, research and development, income tax, earning per share, foreign currency transactions and investments. 1.1 Significant accounting policies 1.1.1 Basis of preparation of financial statements The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles ("GAAP") on the accrual basis. GAAP comprises mandatory accounting standards issued by the Institute of Chartered Accountants of India ("ICAI") and the provisions of the Companies Act, 1956. These accounting policies have been consistently applied, except for applicable recently issued accounting standards made mandatory by the ICAI effective the current fiscal year that were adopted by the company, as described below. All amounts are stated in Indian Rupees, except as otherwise specified. Effective the current fiscal year, the company has voluntarily adopted the applicable accounting standard on intangible assets, which is mandatory effective the year commencing April 1, 2003. Management has also evaluated the effect of the other recently issued accounting standards such as discontinuing operations and reporting of interests in joint ventures (although all these accounting standards are not mandatory for the fiscal year ending 2003). These accounting standards do not have a material impact on the financial statements of the company. The preparation of the financial statements in conformity with GAAP requires that the management of the company ("Management") make estimates and assumptions that affect the reported amounts of income and expenses of the period, reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as of the date of the financial statements. Examples of such estimates include expected development costs to complete software contracts, provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes, provision for post sales customer support and the useful lives of fixed and intangible assets. Actual results could differ from those estimates. Contingencies are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated. 1.2 Notes on accounts Pursuant to an application by management, the Department of Company Affairs in their letter of January 23, 2002 granted the company approval to present the financial statements in Rupees crore. Accordingly, all amounts in the financial statements are presented in Rupees crore, except for per share data and as otherwise stated. All exact amounts are stated with the suffix "/-". One crore equals 10 million. The previous period's/year's figures have been regrouped/reclassified, wherever necessary, to conform to the current period's/year's presentation. 1.2.1 Aggregate expenses Following are the aggregate amounts incurred on certain specific expenses that are required to be disclosed under schedule VI to the Companies Act, 1956:
Quarter ended June 30, ---------------------- Year ended 2002 2001 March 31, 2002 ------ ------ -------------- Salaries and bonus including overseas staff expenses 339.91 251.16 1,082.63 Staff welfare 1.82 1.98 6.41 Contribution to provident and other funds 7.34 7.02 28.83 Foreign travel expenses 47.55 32.24 136.59 Consumables 1.18 0.39 3.24 Cost of software packages for own use 9.77 7.99 35.02 Cost of software packages for service delivery to clients 6.88 4.01 9.17 Computer maintenance 1.86 1.18 7.11 Communication expenses 7.23 10.22 36.49 Consultancy charges 5.73 2.04 10.12 Provision for post-sales client support 1.97 0.10 3.65 Traveling and conveyance 3.07 4.21 18.62 Rent 6.14 6.51 24.41 Telephone charges 4.70 4.24 14.71 Professional charges 8.80 3.85 22.13 Printing and stationery 2.02 3.14 6.30 Advertisements 0.81 0.61 3.09 Office maintenance 4.08 3.35 14.12 Repairs to building 1.87 2.22 8.50 Repairs to plant and machinery 1.16 0.49 2.49 Power and fuel 5.70 4.63 18.96 Brand building 7.99 1.86 13.16 Insurance charges 2.00 1.28 5.34 Rates and taxes 1.28 0.90 4.26 Commission charges 1.52 0.52 10.82 Donations 1.67 2.43 5.12
9 1.2.1 Aggregate expenses (continued)
Quarter ended June 30, ----------------------- Year ended 2002 2001 March 31, 2002 ------ ------ -------------- Auditor's remuneration - audit fees 0.06 0.05 0.21 - certification charges -- -- 0.02 - out-of-pocket expenses 0.01 0.01 0.02 Provision for bad and doubtful debts 0.07 6.94 13.09 Provision for doubtful loans and advances (0.04) -- 0.42 Bank charges and commission 0.17 0.05 0.71 Commission to non-whole time directors 0.24 0.24 0.98 Postage and courier 1.25 1.17 3.23 Books and periodicals 0.25 0.33 1.14 Research grants -- 0.25 0.75 Freight charges 0.11 0.12 0.52 Professional membership and seminar participation fees 0.82 0.54 2.20 Marketing expenses 1.11 1.54 4.67 Sales promotion expenses 0.15 0.11 0.44 Transaction processing fee and filing fees 1.25 1.38 4.78 Other miscellaneous expenses 0.19 0.70 1.49 ------ ------ -------- 489.69 372.00 1,565.96 ====== ====== ========
1.2.2 Obligations on long-term non-cancelable operating leases The lease rentals charged during the period and maximum obligations on long-term non-cancelable operating leases payable as per the rentals stated in the respective agreements are as follows:
Quarter ended June 30, ---------------------- Year ended 2002 2001 March 31, 2002 ----- ----- -------------- Lease rentals paid during the period/year 5.52 4.07 19.78 ----- ----- ----- Lease obligations Within one year of the balance sheet date 17.04 11.10 16.95 Due in a period between one year and five years 43.25 35.80 46.90 Due after five years 6.62 4.12 7.20 ----- ----- -----
The operating lease arrangements extend for a maximum of ten years from their respective dates of inception and relate to rented overseas premises. A contract with Progeon has created lease rental commitment as at June 30, 2002 due to Infosys within one year of the balance sheet date amounted to Rs. 0.82 and due in a period between one year and five years amounted to Rs. 1.50. The lease for premises extends for a maximum period of three years from quarter ended June 30, 2002 (the period of inception). Fixed Assets stated below have been provided on operating lease to Progeon Ltd, a subsidiary company under the same management as at June 30, 2002.
Particulars Cost Accumulated Net book depreciation value ----- ------------ -------- Land 1.67 -- 1.67 Buildings 8.38 0.09 8.29 Plant and machinery 1.65 0.09 1.56 Computer equipment 0.54 0.02 0.52 Furniture and fixtures 0.48 0.03 0.45 ----- ---- ----- Total 12.72 0.23 12.49 ----- ---- -----
The aggregate depreciation charged on the above assets amounted to Rs. 0.23 for the quarter ended June 30, 2002. The rental income from Progeon for the quarter ended June 30, 2002 amounts to Rs. 0.14. 1.2.3 Related party transactions The company entered into related party transactions during the year ended March 31, 2002 with Yantra Corporation, USA, the subsidiary of the company until February 27, 2002, and key management personnel. The transactions with Yantra Corporation comprise sales of Rs. 4.43 during the period from April 1, 2001 until February 27, 2002 (previous year as at March 31, 2001 Rs. 19.65). The outstanding dues from Yantra Corporation as at June 30, 2002 were Rs. 0.34. Such dues as at June 30, 2001 were Rs. 0.47 and as at March 31, 2002 were Rs. 0.34. The company entered into related party transactions during the period ended June 30, 2002 with Progeon Limited, the subsidiary company, under the same management. The transactions are set out below.
Particulars Quarter ended June 30, 2002 ------------- Capital transaction: Financing transactions - amount paid to Progeon for issue of 1,22,49,993 fully paid equity shares of Rs 10/- each at par 12.25 ----- Total 12.25 ----- Revenue transactions: Purchase of services 0.21 ----- Sale of services Business consulting services 0.12 Personnel and shared services including facilities 0.70 ----- Total 0.82 -----
10 During the quarter ended June 30, 2002, an amount of Rs. 1.25 has been donated to Infosys Foundation a not-for-profit trust, in which certain directors of the company are trustees. Donations to the foundation for the quarter ended June 30, 2001 amounted to Rs. 2.00 and for the year ended March 31, 2002 were Rs. 3.75. 1.2.4 Transactions with Key Management Personnel Our policy in determining our executive officers for reporting purposes has traditionally been to include all statutory officers and all members of our Management Council. As of April 01, 2002 in line with our growth and strategic objectives, we divided our Management Council into two levels comprised of senior executives and all other members. In accordance with this policy, our directors and executive officers, which include only senior executives of our Management Council, who we believe are our key management personnel. Particulars of remuneration and other benefits paid to key management personnel during the quarters ended June 30, 2002, 2001 and the year ended March 31, 2002, are set out below.
Particulars Salary Contributions Perquisites Commission(*) Sitting Reimbursement Total to provident and fees of expenses remuneration and incentives other funds ------ ------------ ---------- ------------- -------- ------------- ----------- Executive Directors Quarter ended June 30, 2002 0.63 0.06 0.80 -- -- -- 1.49 Quarter ended June 30, 2001 0.43 0.07 0.67 -- -- -- 1.17 Year ended March 31, 2002 2.02 0.21 1.07 -- -- -- 3.30 ==== ==== ==== ==== ==== ==== ==== Independent Directors Quarter ended June 30, 2002 -- -- -- -- -- 0.18 0.18 Quarter ended June 30, 2001 -- -- -- -- -- 0.09 0.09 Year ended March 31, 2002 -- -- -- 0.96 0.06 0.27 1.29 ==== ==== ==== ==== ==== ==== ====
(*)An amount of Rs. 0.24 provided during the quarter ended June 30, 2002, such provision for the quarter ended June 30, 2001 was Rs. 0.24.
Particulars Salary Contribution Perquisites Total Total Outstanding to provident and remuneration loans loans and and incentives granted advances other funds ------ ------------ ----------- ------------ ------- ----------- Other Senior Management Personnel Quarter ended June 30, 2002 0.08 0.05 0.16 0.29 -- 0.08 Quarter ended June 30, 2001 0.08 0.05 0.08 0.21 -- 0.11 Year ended March 31, 2002 0.34 0.11 0.48 0.93 -- 0.08 ==== ==== ==== ==== == ====
In addition, the details of options granted to the parties are as follows:
Name Date of Grant Option plan Number of Exercise price Expiration of options granted (in Rs.) options ------------------- ----------- --------------- --------------- ------------- Non-Wholetime Directors Deepak M Satwalekar April 11, 2001(*) 1999 7,000 3,215.60 April 11, 2011 Marti G Subrahmanyam April 11, 2001(*) 1999 6,000 3,215.60 April 11, 2011 Philip Yeo April 11, 2001(*) 1999 3,000 3,215.60 April 11, 2011 Jitendra Vir Singh April 11, 2001(*) 1999 2,000 3,215.60 April 11, 2011 Omkar Goswami April 11, 2001(*) 1999 2,000 3,215.60 April 11, 2011 Larry Pressler April 11, 2001(*) 1999 2,000 3,215.60 April 11, 2011 Rama Bijapurkar April 11, 2001(*) 1999 2,000 3,215.60 April 11, 2011 Claude Smadja -- -- -- -- -- Other Senior Management Personnel Girish G Vaidya October 29, 2001(**) 1999 3,000 3,016.75 Oct. 29, 2011 Company Secretary V Balakrishnan October 29, 2001(**) 1999 2,000 3,016.75 Oct. 29, 2011 -------------------- ---- ----- -------- --------------
(*) Options granted during the quarter ended June 30, 2001 (**) Options granted during the year ended March 31, 2002 Note: No options were granted during the quarter ended June 30, 2002 1.2.7 Pro-forma disclosures relating to the Employee Stock Option Plans ("ESOPs") The company's 1994 stock option plan was established prior to the Securities and Exchange Board of India (SEBI) guidelines on stock options. Had the stock compensation costs for this stock option plan been determined as per the guidelines issued by SEBI, the company's reported net profit would have been reduced to the pro forma amounts indicated below.
Quarter ended June 30, ---------------------- Year ended 2002 2001 March 31, 2002 ----- ------ -------------- Net profit: - As reported 216.85 190.03 807.96 - Adjusted pro forma 210.84 184.12 784.18 ------ ------ ------
1.2.8 Intangible Assets During the quarter the company acquired the intellectual property rights of Trade IQ product from IQ Financial Systems Inc., USA for its banking group. The consideration paid amounts to Rs. 14.14 (US$ 2.88 million). An additional US $ 1 million (Rs 4.88 as at June 30, 2002) has been retained in escrow pending completion of certain obligations by the seller. The consideration has been recorded as an intangible asset, which is being amortized over two years representing management's estimate of the useful life of the intellectual property. 11 The company entered into an agreement with the Aeronautical Development Agency, India ("ADA") for transferring the intellectual property rights in AUTOLAY, a commercial software application product used in the design of high performance structural systems. The company will pay the consideration in the form of a revenue share with a firm commitment of US$ 5 million (Rs 24.50) payable within 10 years of the contract date. The full ownership of intellectual property in AUTOLAY transfers to the company on remittance of the consideration. The committed consideration of Rs 24.50 has been recorded as an intangible asset and is being amortized over five years, which is management's estimate of the useful life. 1.2.9 Investing activities Progeon Limited ("Progeon") was incorporated on April 3, 2002, and is a subsidiary, established to provide business process management and transitioning services. As at the balance sheet date, Infosys ("the company") has invested Rs. 12.25 in 1,22,49,993 fully paid equity shares in Progeon of face value Rs 10/ - each, at par. Progeon seeks to leverage the benefits of service delivery globalization, process redesign and technology to drive efficiency and cost effectiveness in customer business processes. Progeon obtained its first round financial closure by securing funding of Rs 49.00 from Citicorp International Finance Corporation, USA ("Citicorp") in exchange for 43,75,000 cumulative, convertible, redeemable preferred shares of face value Rs 100/- at a premium of Rs 12/- per share. The preference shares are convertible to an equal number of equity shares based on certain events as agreed between the company and Citicorp. During the quarter the company invested Rs 0.27 in M-Commerce Ventures Pte Limited, Singapore ("M-Commerce") for 10 ordinary shares of face value Singapore $ ("S$") 1/- each fully paid at par and 90 redeemable preference shares of face value S$ 1/- each fully paid for a premium of S$ 1,110. Accordingly, the aggregate investment in M-Commerce as at June 30, 2002 amounts to Rs 2.11 (Rs 1.84 as at June 30, 2001 and March 31, 2002). 1.2.10 Segment reporting The company's operations predominantly relate to providing IT services, delivered to customers globally operating in various industry segments. Accord- ingly, IT service revenues represented along industry classes comprise the primary basis of segmental information set out in these financial statements. Secondary segmental reporting is performed on the basis of the geographical location of customers. Income and direct expenses in relation to segments is categorized based on items that are individually identifiable to that segment, while the remainder of the costs are categorized in relation to the associated turnover of the segment. Certain expenses such as depreciation, which form a significant component of total expenses, are not specifically allocable to specific segments as the underlying services are used interchangeably. The company believes that it is not practical to provide segment disclosures relating to those costs and expenses, and accordingly these expenses are separately disclosed as "unallocated" and directly charged against total income. Fixed assets used in the company's business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments. The company believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous. Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is otherwise recognized. Industry segments Quarter ended June 30, 2002, June 30, 2001 and year ended March 31, 2002
Financial services Manufacturing Telecom Retail Others Total ------------------ ------------- ------- ------ ------ ------ Revenues 281.85 125.67 116.14 88.56 152.40 764.62 225.58 112.40 102.28 68.04 104.22 612.52 953.98 445.94 406.79 320.40 476.48 2,603.59 Identified operating expenses 117.07 54.07 38.63 29.23 54.10 293.10 78.16 44.61 25.94 18.16 36.55 203.42 355.38 181.92 114.13 89.43 166.37 907.23 Allocated expenses 77.38 31.03 28.68 21.87 37.63 196.59 64.62 30.20 27.48 18.28 28.00 168.58 247.73 111.26 101.50 79.62 118.63 658.73 ------ ------ ------ ------ ------ -------- Segmental operating income 87.40 40.57 48.83 37.46 60.67 274.93 82.80 37.59 48.86 31.60 39.67 240.52 350.87 152.76 191.16 151.36 191.48 1,037.63 ------ ------ ------ ------ ------ -------- Unallocable expenses 40.48 35.48 160.65 -------- Operating income 234.45 205.04 876.98 -------- Other income (expense), net 24.90 13.49 66.41 -------- Net profit before taxes 259.35 218.53 943.39 -------- Income taxes 42.50 28.50 135.43 -------- Net profit after taxes 216.85 190.03 807.96 ========
12 Geographic segments Quarter ended June 30, 2002, June 30, 2001 and year ended March 31, 2002
North America Europe India Rest of the World Total ------------- ------ ----- ----------------- -------- Revenues 552.56 147.50 14.10 50.46 764.62 442.09 121.41 16.22 32.80 612.52 1,854.10 506.84 51.12 191.53 2,603.59 Identifiable operating expenses 216.41 54.41 5.88 16.40 293.10 142.18 43.03 4.84 13.37 203.42 646.90 181.55 19.98 58.80 907.23 Allocated expenses 137.80 36.78 6.04 15.97 196.59 120.12 32.99 6.15 9.32 168.58 468.2 127.97 14.82 47.74 658.73 ------ ------ ----- ----- -------- Segmental operating income 198.35 56.31 2.18 18.09 274.93 179.79 45.39 5.23 10.11 240.52 739.00 197.32 16.32 84.99 1,037.63 ------ ------ ----- ----- -------- Unallocable expenses 40.48 35.48 160.65 -------- Operating income 234.45 205.04 876.98 -------- Other income (expense), net 24.90 13.49 66.41 -------- Net profit before taxes 259.35 218.53 943.39 -------- Income taxes 42.50 28.50 135.43 -------- Net profit after taxes 216.85 190.03 807.96 ========
16.2.11 Reconciliation of basic and diluted shares used in computing earnings per share
Quarter ended June 30, -------------------------- Year ended 2002 2001 March 31, 2002 ----------- ----------- -------------- Number of shares considered as basic weighted 6,61,88,530 6,61,59,038 6,61,62,274 average shares outstanding Add: Effect of dilutive issues of shares / stock options 6,07,415 3,06,111 4,05,301 ----------- ----------- ----------- Number of shares considered as weighted average shares and potential shares outstanding 6,67,95,945 6,64,65,149 6,65,67,575 ----------- ----------- -----------
A complete set of the audited financial statements is available at www.infosys.com 13 Cash flow statement for the in Rs. crore
Quarter ended ---------------------------- Year ended June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- CASHFLOWS FROM OPERATING ACTIVITIES Profit before tax 259.35 218.53 943.39 Adjustments to reconcile profit before tax to cash provided By operating activities (Profit)/Loss on sale of fixed assets (0.01) (0.03) (0.09) Depreciation and amortization 40.48 35.48 160.65 Interest income (17.68) (11.81) (51.23) Effect of deferred taxes (0.62) (1.06) (8.69) Income taxes paid during the period/year 1 (25.34) (37.89) (131.27) Exchange differences on translation of foreign currency deposits (0.09) (1.26) (13.26) Changes in current assets and liabilities Sundry debtors (76.56) (6.75) (34.36) Loans and advances 2 (51.59) (8.95) (39.02) Current liabilities and provisions 3 65.07 19.71 (5.16) --- -------- ------- ------- NET CASH GENERATED BY OPERATING ACTIVITIES 193.01 205.97 820.96 --- -------- ------- ------- CASHFLOWS FROM FINANCING ACTIVITIES Proceeds on exercise of stock options 0.40 0.41 4.60 Dividends paid during the period/year, including Dividend Tax (82.73) (54.68) (109.37) --- -------- ------- ------- NET CASH USED IN FINANCING ACTIVITIES (82.33) (54.27) (104.77) --- -------- ------- ------- CASHFLOWS FROM INVESTING ACTIVITIES Purchases of fixed assets and change in capital work-in-progress 4 (53.79) (101.74) (322.74) Proceeds on disposal of fixed assets 0.13 0.06 1.60 Long-term investments in securities 5 (12.52) (10.32) (10.32) Interest income 17.68 11.81 51.23 --- -------- ------- ------- NET CASH USED IN INVESTING ACTIVITIES (48.50) (100.19) (280.23) --- -------- ------- ------- Effect of exchange differences on translation of foreign currency deposits 0.09 1.26 13.26 --- -------- ------- ------- Net (decrease)/increase in cash and cash equivalents during the period/year 62.27 52.77 449.22 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD/YEAR 1,026.96 577.74 577.74 --- -------- ------- --------- CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD/YEAR 6 1,089.23 630.51 1,026.96 --- -------- ------- --------- NOTES ON THE STATEMENT OF CASH FLOWS 7 --- -------- ------- ---------
This is the Cash Flow Statement referred to in our report of even date for Bharat S Raut & Co. Chartered Accountants S. Balasubrahmanyam N. R. Narayana Murthy Nandan M. Nilekani S. Gopalakrishnan Deepak M. Satwalekar Partner Chairman and Chief Chief Executive Officer, Chief Operating Officer Director Mentor President and Managing and Deputy Managing Director Director Marti G. Subrahmanyam Philip Yeo Jitendra Vir Singh Omkar Goswami Director Director Director Director Larry Pressler Claude Smadja K. Dinesh S. D. Shibulal Director Director Director Director T. V. Mohandas Pai Phaneesh Murthy Srinath Batni V. Balakrishnan Bangalore Director and Chief Director Director Company Secretary and July 10, 2002 Financial Officer Vice President - Finance
14 Schedules to the statement of Cash flows -------------------------------------------------------------------------------- in Rs. crore --------------------------------------------------------------------------------
Quarter ended Year ended June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- 1 Income taxes paid during the period/year Charge as per the Profit and Loss Account 42.50 28.50 135.43 Add: Increase in advance income taxes 25.96 37.40 112.51 (Increase)/Decrease in income tax provision (43.12) (28.01) (116.67) -------- ------- -------- 25.34 37.89 131.27 ======== ======= ======== 2 Change in loans and advances during the period/year As per the Balance Sheet 668.59 468.17 643.87 Less: Deposits with financial institutions and body corporate, included in cash and cash equivalents (201.91) (184.22) (254.74) Advance income taxes separately considered (262.21) (161.14) (236.25) -------- ------- -------- 204.47 122.81 152.88 Less: Opening balance considered (152.88) (113.86) (113.86) -------- ------- -------- 51.59 8.95 39.02 ======== ======= ======== 3 Change in current liabilities and provisions during the period/year As per the Balance Sheet 509.37 312.90 459.41 Add/(Less):Provisions separately considered in the cash flow Statement: Income taxes (282.69) (150.92) (239.57) Dividends -- -- (82.73) -------- ------- -------- 226.68 161.98 137.11 Less: Non cash transactions - (refer note 7.3) (24.50) -- -- Less: Opening balance considered (137.11) (142.27) (142.27) -------- ------- -------- 65.07 19.71 (5.16) ======== ======= ======== 4 Purchases of fixed assets and change in capital work-in-progress As per the Balance Sheet 139.99 108.38 342.72 Less: Non cash transactions - (also refer note 7.3) (24.50) -- -- Less: Opening Capital work-in-progress (150.67) (170.65) (170.65) Add: Closing Capital work-in-progress 88.97 164.01 150.67 -------- ------- -------- 53.79 101.74 322.74 ======== ======= ======== 5 Long-term investments in securities during the period/year As per the Balance Sheet 56.96 44.44 44.44 Add: Provisions on investments -- -- -- Less: Opening balance considered (44.44) (34.12) (34.12) -------- ------- -------- 12.52 10.32 10.32 ======== ======= ======== 6 Cash and cash equivalents at the end of the period/year As per the Balance Sheet 887.32 446.29 772.22 Add: Deposits with financial institutions and body corporate, 201.91 184.22 254.74 included herein -------- ------- -------- 1,089.23 630.51 1,026.96 ======== ======= ========
7 Notes on the statement of cash flows 7.1 Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing, and investing activities of the company are segregated. Cash flows in foreign currencies are accounted at average monthly exchange rates that approximate the actual rates of exchange prevailing at the dates of the transactions. 7.2 The balance of cash and cash equivalents includes Rs 8.18 as at June 30, 2002 (as at June 30, 2001, Rs 1.92 and March 31, 2002, Rs 0.48) set aside for payment of dividends, also an amount of Rs 4.88 (nil as at June 30, 2001 and March 31, 2002) has been retained in escrow for payment to IQ Financial Systems, USA towards purchase of IPR and the same is payable on the successful renewal of certain customer contracts in favor of the company. Accordingly such cash is not available to the company. 7.3 During the quarter, the company entered into an agreement with the Aeronautical Development Agency, India for acquiring the intellectual property rights in AUTOLAY, a commercial software application product used in the design of high performance structural systems. The agreement requires the company to pay a consideration of $ 5 million (around Rs. 24.50) by 10 years of the contract date. The intellectual property has been recorded in the books of account along with the corresponding liability, which in substance is a non-cash transaction and hence has been excluded in the statement of cash flows. 7.4 Long-term investments in securities includes Rs. 12.25 invested in Progeon Ltd., a subsidiary, in the quarter ended June 30, 2002. 7.5 The previous year's/period's figures have been recast/restated, wherever necessary, to conform to the current period's presentation. 15 Ratio analysis as per Indian GAAP --------------------------------------------------------------------------------
Quarter ended Year ended June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- Financial performance Export revenue/total revenue(%) 98.16 97.35 98.04 Domestic revenue/total revenue(%) 1.84 2.65 1.96 Software development expenses/total revenue(%) 49.36 46.62 47.04 Gross profit/total revenue(%) 50.64 53.38 52.96 Selling and marketing expenses/total revenue(%) 7.20 4.51 4.99 General and administration expenses/total revenue(%) 7.48 9.60 8.12 Selling, general and administration expenses/total revenue(%) 14.68 14.11 13.11 Employee costs/total revenue(%) 45.65 42.47 42.94 Operating profit/total revenue(%) 35.96 39.27 39.85 Operating profit after depreciation and interest/total revenue(%) 30.66 33.47 33.68 Depreciation and amortization/total revenue(%) 5.29 5.79 6.17 Other income/total revenue(%) 3.26 2.20 2.55 Profit before tax/total revenue(%) 33.92 35.68 36.23 Tax/total revenue(%) 5.56 4.65 5.20 Tax/PBT(%) 16.39 13.04 14.36 PAT from ordinary activities/total revenue(%) 28.36 31.02 31.03 Capital expenditure/total revenue(%) (LTM) 9.97 22.21 12.40 PAT from ordinary activities/average net worth(%) (LTM) 42.88 54.15 46.57 ROCE (PBIT/Average capital employed)(%) (LTM) 50.56 61.00 54.37 Return on invested capital(%) (LTM) 73.49 91.56 83.10 Capital output ratio (LTM) 1.42 1.69 1.50 Invested capital output ratio (LTM) 2.54 2.97 2.79 Balance sheet Debt-equity ratio -- -- -- Debtors turnover (Days) (LTM) 55 52 47 Debtors turnover (Days) (Annualized)(*) 49 46 47 Current ratio 3.87 3.91 3.82 Cash and cash equivalents/total assets(%) 47.41 39.52 49.37 Cash and cash equivalents/total revenue(%) (LTM) 39.53 29.22 39.44 Depreciation/average gross block(%) (LTM) 18.03 23.49 20.18 Technology investment/total revenue(%) (LTM) 3.16 7.17 3.93 Year on Year Growth(%)(**) Export revenue 26 70 36 Total revenue 25 72 37 Operating profit 14 75 36 Net profit 14 57 30 EPS 14 57 30 Per - share data (period end) Basic earnings per share from ordinary activities (Rs.) 32.76 28.72 122.12 Basic cash earnings per share from ordinary activities (Rs.) 38.88 34.08 146.40 Book value (Rs.) 347.12 241.17 314.31 Price/earning (LTM) 26.01 34.54 30.50 Price/cash earnings (LTM) 21.70 29.05 25.44 Price/book value 9.45 14.98 11.85 PE/EPS growth 1.86 0.61 1.03 Dividend per share (Rs.) -- -- 20.00 ------ ------ ------
LTM - Last Twelve Months (*) Beginning next quarter, debtors turnover ratio will be presented on LTM basis and reporting of same on annualized basis will be discontinued (**) Denotes growth compared with figures of the corresponding period in the previous year. 16 At a glance - US GAAP -------------------------------------------------------------------------------- US $ millions, except as otherwise stated --------------------------------------------------------------------------------
Quarter ended Year ended June 30, 2002 June 30, 2001 March 31, 2002 ------------- ------------- -------------- For the period Revenues 156.31 130.53 545.05 Operating income 46.44 42.44 178.55 Operating income/revenues(%) 29.71% 32.51% 32.76% Net income 42.84 39.24 164.47 Net income/revenues(%) 27.41% 30.06% 30.17% Basic earnings per equity share($) 0.65 0.60 2.51 Cash dividend per equity share($) -- -- 0.35 Capital expenditure 10.60 20.56 68.35 At the end of the period Total assets 530.22 372.38 471.16 Property, plant and equipment- net 147.22 132.77 147.21 Cash and cash equivalents 235.47 134.18 210.49 Working capital 303.21 184.09 270.37 Total debt -- -- Stockholders' equity 469.47 337.91 442.38 Common stock 8.60 8.59 8.60 Market capitalization 4,459.79 5,086.31 5,053.15 -------- -------- --------
Note: Market capitalization is calculated by considering the Indian market price for the shares outstanding at the period/year end.
Revenues Operating income Net income (US $ in millions) (US $ in millions) (US $ in millions) ------------------ ------------------ ------------------ Year ended March 31, 2002 545.05 178.55 164.47 Quarter ended June 30, 2001 130.53 42.44 39.24 Quarter ended June 30, 2002 156.31 46.44 42.84
17 Consolidated financial statements of Infosys Technologies Limited and its subsidiary Principles of consolidation The financial statements are prepared in accordance with the principles and procedures for the preparation and presentation of consolidated financial statements as laid down under the accounting standard on Consolidated Financial Statements issued by the ICAI. This being the first year of presentation of consolidated financial statements in line with the accounting standards, prior period figures have not been provided as they are unconsolidated and therefore do not permit meaningful comparison. The financial statements of the parent company, Infosys and Progeon have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances and transactions and resulting unrealized gains/losses. The consolidated financial statements are prepared applying uniform accounting polices in use at Infosys and Progeon. A complete set of the audited consolidated financial statements is available at www.infosys.com Auditor's report We have examined the attached Consolidated Balance Sheet of Infosys Technologies Limited (the Company) and its subsidiary Progeon Limited (subsidiary) as at June 30, 2002, and the Consolidated Profit and Loss account and the Consolidated Cash Flow Statement for the quarter then ended. These financial statements are the responsibility of the Infosys Technologies Limited's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with the financial reporting framework generally accepted in India and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India and on the basis of separate audited financial statements of Infosys Technologies Limited and its subsidiary included in the consolidated financial statements. On the basis of the information and explanation given to us, and on consideration of separate audit reports on individual audited financial statements of Infosys Technologies Limited and its subsidiary, we are of the opinion that: (i) the Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of Infosys Technologies Limited and its subsidiary as at June 30, 2002; and (ii) the Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of Infosys Technologies Limited and its subsidiary for the quarter then ended; and (iii) the Consolidated Cash Flow Statement, gives a true and fair view of the consolidated cash flows of Infosys Technologies Limited and its subsidiary for the quarter ended on that date. for Bharat S Raut & Co. Chartered Accountants Bangalore S Balasubrahmanyam July 10, 2002 Partner 42 Consolidated Balance Sheet as at in Rs. crore --------------------------------------------------------------------------------
Schedules June 30, 2002 --------- ------------- SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share capital 1 33.09 Reserves and surplus 2 2,263.25 Preference shares issued by subsidiary 3 49.00 --- -------- 2,345.34 === ======== APPLICATION OF FUNDS FIXED ASSETS 4 Original cost 1,098.94 Less: Depreciation and amortization 431.75 -------- Net book value 667.19 Add: Capital work-in-progress 89.14 --- -------- 756.33 INVESTMENTS 5 44.71 DEFERRED TAX ASSETS 6 24.84 CURRENT ASSETS, LOANS AND ADVANCES Sundry debtors 7 413.89 Cash and bank balances 8 892.60 Loans and advances 9 723.17 --- -------- 2,029.66 Less: Current liabilities 10 214.53 Provisions 11 295.67 --- -------- NET CURRENT ASSETS 1,519.46 --- -------- 2,345.34 === ======== SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 17 --- --------
The schedules referred to above and the notes thereon form an integral part of the consolidated balance sheet. This is the consolidated balance sheet referred to in our report of even date. for Bharat S Raut & Co. Chartered Accountants S. Balasubrahmanyam N.R. Narayana Murthy Nandan M. Nilekani S. Gopalakrishnan Deepak M. Satwalekar Partner Chairman and Chief Chief Executive Officer, Chief Operating Officer Director Mentor President and Managing and Deputy Managing Director Director Marti G. Subrahmanyam Philip Yeo Jitendra Vir Singh Omkar Goswami Director Director Director Director Larry Pressler Claude Smadja K. Dinesh S.D. Shibulal Director Director Director Director T.V. Mohandas Pai Phaneesh Murthy Srinath Batni V. Balakrishnan Bangalore Director and Director Director Company Secretary and July 10, 2002 Chief Financial Officer Vice President - Finance
43 Consolidated Profit and Loss account for the -------------------------------------------------------------------------------- in Rs. crore, except per share data --------------------------------------------------------------------------------
Quarter ended Schedules June 30, 2002 --------- ------------- INCOME Overseas 750.62 Domestic 14.10 ---------- 764.72 COST OF REVENUES 12 377.74 --- ---------- GROSS PROFIT 386.98 SELLING AND MARKETING EXPENSES 13 55.27 GENERAL AND ADMINISTRATION EXPENSES 14 58.03 --- ---------- 113.30 OPERATING PROFIT (PBIDT) 273.68 Interest -- Depreciation and amortization 40.49 --- ---------- OPERATING PROFIT AFTER INTEREST AND DEPRECIATION 233.19 Other income 15 24.94 --- ---------- NET PROFIT BEFORE TAX 258.13 --- ---------- Provision for taxation 16 42.50 --- ---------- NET PROFIT AFTER TAX 215.63 --- ---------- AMOUNT AVAILABLE FOR APPROPRIATION 215.63 --- ---------- Balance in Profit and Loss Account 215.63 --- ---------- EARNINGS PER SHARE (Equity shares, par value Rs. 5/- each) Basic 32.58 Diluted 32.28 Number of shares used in computing earnings per share Basic 66,188,530 Diluted 66,795,945 === ========== SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 17 --- ----------
The schedules referred to above and the notes thereon form an integral part of the consolidated profit and loss account. This is the consolidated profit and loss account referred to in our report of even date. for Bharat S Raut & Co. Chartered Accountants S. Balasubrahmanyam N.R. Narayana Murthy Nandan M. Nilekani S. Gopalakrishnan Deepak M. Satwalekar Partner Chairman and Chief Chief Executive Officer, Chief Operating Officer Director Mentor President and Managing and Deputy Managing Director Director Marti G. Subrahmanyam Philip Yeo Jitendra Vir Singh Omkar Goswami Director Director Director Director Larry Pressler Claude Smadja K. Dinesh S.D. Shibulal Director Director Director Director T.V. Mohandas Pai Phaneesh Murthy Srinath Batni V. Balakrishnan Bangalore Director and Director Director Company Secretary and July 10, 2002 Chief Financial Officer Vice President - Finance
44 Consolidated Cash flow statement for the -------------------------------------------------------------------------------- in Rs. crore --------------------------------------------------------------------------------
Quarter ended Schedules June 30, 2002 --------- ------------- Cashflows from operating activities Profit before tax 258.13 Adjustments to reconcile profit before tax to cash provided By operating activities (Profit)/Loss on sale of fixed assets (0.01) Depreciation and amortization 40.49 Interest income (17.71) Effect of deferred taxes (0.62) Income taxes paid during the period 1 (25.34) Exchange differences on translation of foreign currency deposits (0.09) Changes in current assets and liabilities Sundry debtors (77.15) Loans and advances 2 (51.14) Current liabilities and provisions 3 65.90 --- -------- NET CASH GENERATED BY OPERATING ACTIVITIES 192.46 --- -------- CASHFLOWS FROM FINANCING ACTIVITIES Proceeds from the issue of preference share capital 49.00 Proceeds on exercise of stock options 0.40 Dividends paid during the period, including Dividend Tax (82.73) --- -------- NET CASH USED IN FINANCING ACTIVITIES (33.33) --- -------- CASHFLOWS FROM INVESTING ACTIVITIES Purchases of fixed assets and change in capital work-in-progress 4 (54.20) Proceeds on disposal of fixed assets 0.12 Long-term investments in securities 5 (0.27) Interest income 17.71 --- -------- NET CASH USED IN INVESTING ACTIVITIES (36.64) --- -------- Effect of exchange differences on translation of foreign currency deposits 0.09 --- -------- Net (decrease)/increase in cash and cash equivalents during the period 122.58 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 1,026.96 --- -------- CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 6 1,149.54 === ======== NOTES ON THE STATEMENT OF CASH FLOWS 7 --- --------
This is the consolidated Cash Flow Statement referred to in our report of even date for Bharat S Raut & Co. Chartered Accountants S. Balasubrahmanyam N. R. Narayana Murthy Nandan M. Nilekani S. Gopalakrishnan Deepak M. Satwalekar Partner Chairman and Chief Chief Executive Officer, Chief Operating Officer Director Mentor President and Managing and Deputy Managing Director Director Marti G. Subrahmanyam Philip Yeo Jitendra Vir Singh Omkar Goswami Director Director Director Director Larry Pressler Claude Smadja K. Dinesh S. D. Shibulal Director Director Director Director T. V. Mohandas Pai Phaneesh Murthy Srinath Batni V. Balakrishnan Bangalore Director and Director Director Company Secretary and July 10, 2002 Chief Financial Officer Vice President - Finance
45 Shareholder information -------------------------------------------------------------------------------- 1. Registered office Electronics City, Hosur Road, Bangalore - 561 229, India Tel.: +91-80-852 0261, Fax: +91-80-852 0362 Homepage: www.infosys.com 2. Listing on stock exchanges In India: National Stock Exchange of India Ltd. (NSE) The Stock Exchange, Mumbai (BSE) Bangalore Stock Exchange Ltd. (BgSE) Outside India: NASDAQ National Market in the United States 3. Par value of equity shares Rs. 5 each fully paid-up 4. Registrar and share transfer agents Karvy Consultants Limited, Share transfers in physical form and Registrars and Share Transfer Agents; other communication regarding share T.K.N. Complex, No. 51/2, Vanivilas Road; certificates, dividends, change of Opposite National College, Basavanagudi; address, etc. may be addressed to: Bangalore 560 004, India. Tel.: +91-80-662-1184, Fax: +91-80-662-1169 E-Mail: kumars@karvy.com
5. Stock market data relating to shares listed in India a. The company's market capitalization is included in the computation of the BSE-30 Sensitive Index (Sensex), the BSE Dollex and S&P CNX NIFTY Index. b. Monthly high and low quotations as well as the volume of shares traded at National, Mumbai and Bangalore Stock Exchanges for the quarter ended June 30, 2002 are:
NSE BSE BgSE ------------------------------- ----------------------------- ---------------------- High Low Volume High Low Volume High Low Volume Rs. Rs. Nos. Rs. Rs. Nos. Rs. Rs. Nos. ----- ----- ----------- ----- ----- ----------- ---- --- ------ April, 2002 3,999 3,496 1,05,31,399 3,997 3,496 52,55,609 -- -- -- May 3,950 3,352 76,99,103 4,100 3,358 37,26,413 -- -- -- June 3,550 3,052 1,05,90,075 3,700 3,055 50,65,839 -- -- -- ----- ----- ----------- ----- ----- ----------- ---- --- ----- Total 2,88,20,577 1,40,47,861 ----- ----- ----------- ----- ----- ----------- ---- --- ----- Volume traded/average shares outstanding (%)(*) Quarter ended June 30, 2002 44.98% 21.93% -- Quarter ended June 30, 2001 33.70% 52.87% 0.03% ----------- ----- ----- ----------- ---- --- -----
(*) The number of shares outstanding as of June 30, 2002 is 6,40,70,030. The equity shares underlying the American Depositary Shares (ADSs) have been excluded for the purpose of this calculation. 6. Share transfer system Shares sent for physical transfer are effected after giving a notice of 15 days to the seller for sale confirmation. The share transfer committee of the company meets as often as required. The total number of shares transferred in physical form during the three-month period ended June 30, 2002 was NIL (quarter ended June 30, 2001 - 9,800). 7. Investors' services - complaints received
Quarter ended June 30, -------------------------------------------------------- Nature of complaints 2002 2001 ------------------------- ------------------------- Received Attended to Received Attended to -------- ----------- -------- ----------- Non receipt of dividend warrants 29 29 22 22 Non-receipt of split shares/bonus shares 1 1 1 1 Letters from Stock exchanges, SEBI etc -- -- 2 2 Non-receipt of share certificates -- -- 1 1 -------- ----------- ----- ------ Total 30 30 26 26 -------- ----------- ----- ------
The company has attended to most of the investors' grievances/correspondence within a period of 10 days from the date of receipt of the same, during the quarter ended June 30, 2002 except in cases that are constrained by disputes or legal impediments. 8. Legal proceedings There are some pending cases relating to disputes over title to shares, in which the company is made a party. However, these cases are not material in nature. 9. Categories of shareholders as on June 30
2002 2001 ----------------------------------------- ----------------------------------------- Category No. of Voting No. of shares No. of Voting No. of shares shareholders strength(%) held shareholders strength(%) held ------------ ----------- ------------- ------------ ----------- ------------- Individuals 89,246 18.12 1,19,92,817 88,652 21.84 1,44,47,652 Companies 4,014 2.81 18,56,656 3,221 1.17 7,74,645 OCBs and NRIs 869 1.17 7,74,884 721 0.68 4,48,119 FIIs 297 36.28 2,40,11,007 383 32.78 2,16,90,844 Mutual Funds, Banks, FIs 210 9.75 64,52,681 196 11.39 75,33,630 Founders and their families 23 28.68 1,89,81,985 23 28.98 1,91,75,110 Equity shares underlying 1 3.20 21,18,500 1 3.16 20,90,717 American Depositary Shares(*) ------ ------ ----------- ------ ------ ----------- Total 94,660 100.00 6,61,88,530 93,197 100.00 6,61,60,717 ------ ------ ----------- ------ ------ -----------
(*)Held by beneficial owners outside India 46 10. Financial calendar (tentative and subject to change) Financial reporting for the second quarter ending September 30, 2002 October 10, 2002 Interim dividend payment (if any) November, 2002 Financial reporting for the third quarter ending December 31, 2002 January 10, 2003 Financial results for the year ending March 31, 2003 April 10, 2003 Annual General Meeting for the year ending March 31, 2003 May / June 2003
11. Investors' correspondence in India For investor matters For queries relating to financial statements V. Balakrishnan T. V. Mohandas Pai Company Secretary & Vice President - Finance Director (F&A) and CFO Investors' Service Cell Infosys Technologies Ltd., Electronics City Infosys Technologies Ltd., Electronics City Hosur Road, Bangalore 561 229, India Hosur Road, Bangalore 561 229, India Tel.: +91-80-852-0396, Fax: +91-80-852-0754 Tel.: +91-80-852-0440, Fax: +91-80-852-0754 E-mail: mdpai@infosys.com E-mail: balakv@infosys.com
12. Stock Exchange Codes Reuters code Bridge code Bloomberg code - INFY.BO (BSE) - IN;INF (BSE) - INFO IN (BSE) - INFY.NS (NSE) - IN;INFN (NSE) - NINFO IN (NSE) - INFY.O (NASDAQ) - US;INFY (NASDAQ) 13. Stock market data relating to American Depositary Shares (ADSs) a. ADS listed at NASDAQ National Market in the United States b. Ratio of ADS to equity shares 2 ADS for one equity share c. ADS symbol INFY d. The American Depositary Shares issued under the ADS program of the company were listed on the NASDAQ National Market in the United States on March 11, 1999. The monthly high and low quotations as well as the volume of ADSs traded at the NASDAQ National Market for the quarter ended June 30, 2002 are:
High Low Volume --------------- --------------- --------- $ Rs. $ Rs. Nos. ----- ----- ----- ----- --------- April , 2002 70.36 3,446 59.99 2,938 20,53,700 May 67.76 3,320 56.00 2,743 15,48,200 June 61.09 2,982 46.55 2,273 14,91,600 ----- ----- ----- ----- --------- Total 50,93,500 ===== ===== ===== ===== =========
(*) 2 ADS = 1 equity share. US $ has been converted into Indian rupees at the monthly closing rates. The number of ADSs outstanding as on June 30, 2002 was 42,37,000. The percentage of volume traded to the total float was 118.09%. e. Investor correspondence may be addressed to In US In India P. R. Ganapathy, V. Balakrishnan, Investor Relations Officer; Company Secretary and Vice President - Finance; Infosys Technologies Limited Infosys Technologies Limited 34760, Campus Drive, Fremont CA 94555, USA. Electronics City, Hosur Road, Bangalore 561 229, India. Tel.: +1-510-742-3030, Mobile: +1-510-872-4412, Tel.: +91-80-852-0440 Fax: +1-510-742-2930, E-mail: guns@infosys.com Fax: +91-80-852-0754, E-mail: balakv@infosys.com
14. ECS mandate The company has received complaints regarding non-receipt of dividend warrants. All shareholders are requested to update their bank account details with their respective depositories urgently. This would enable the company to service its investors better. A copy of the ECS mandate form is provided elsewhere in the report. The ECS mandate form duly filled-up should be sent to the depository participant with whom the shareholder maintains his/her demat account. 15. Change of address The company has received complaints regarding non-receipt of dividend warrants and other corporate communications. All shareholders are requested to update their current address with their respective depositories immediately. This would enable the company to service its investors better. 47 Infosys Technologies Limited United States UK Netherlands Bhubaneswar Mysore Addison 11th Floor, Emerald House Siriusdreef 17-27 Plot No. E/4, Info City No. 350 15305 Dallas Parkway 7/15 Lansdowne Road 2132 WT Bhubaneswar-751 024 Hebbal Electronics City Suite, 210 Croydon, CR0 2BX, Surrey Hoofddorp Orissa, India Hootagalli, Addison, TX 75001 Tel: (44) 20 8774 3300 Tel: (31) 23 5689 140 Tel: (91) 674 320001-32 Mysore-571 186 Tel: (972) 770 0450 Fax: (44) 20 8686 6631 Fax: (31) 23 5689 455 Fax: (91) 674 320100 Tel: (91) 821 404101 Fax: (972) 770 0490 Fax: (91) 821 404200 Australia Scandinavia Chennai Bellevue Level 7, Stureplan 4C, 4tr No. 138 New Delhi 10900 NE 4th Street 505 St. Kilda Road 114 35, Stockholm, Sweden Old Mahabalipuram Road K30, Green Park Main #2300 Bellevue, WA 98004 Melbourne, Victoria 3004 Tel: (46) 8 463 1112 Sholinganallur Behind Green Park Market Tel: (425) 990 1028 Tel: (61) 3 9868 1607 Fax: (46) 8 463 1114 Chennai-600 119 New Delhi-110 066 Fax: (425) 990 1029 Fax: (61) 3 9868 1652 Tel: (91) 44 4509530/40 Tel: (91) 11 6514829-30 Singapore Fax: (91) 44 4500390 Fax: (91) 11 6853366 Berkeley Heights Level 4, 90 Mount Street 30, Raffles Place Two Connell Drive North Sydney NSW 2060 #23-00 Caltex House Hyderabad Pune Suite 4100 Tel: (61) 2 9954 0036 Singapore 048622 Survey No. 210 Plot No. 1; Berkeley Heights Fax: (61) 2 8904 1344 Tel: (65) 6233 6820 Manikonda Village Pune Infotech Park NJ 07922 Fax: (65) 6233 6905 Lingampally At Post Hinjawadi Tel: (908) 286 3100 Belgium Rangareddy (Dist) Taluka Mulshi Fax: (908) 286 3125 Dreve Richelle 161 Switzerland Hyderabad-500 0199 Pune-411 027 Building N 1410 Waterloo Dreikonigstrasse 31A Tel: (91) 40 3005222 Tel: (91) 20 2932800/01 Fremont Brussels 8002 Zurich Fax: (91) 40 3005223 Fax: (91) 20 2932832 34760 Campus Drive Tel: (322) 352 8718 Tel: (41) 1 208 3905 Fremont, CA 94555 Fax: (322) 352 8844 Fax: (41) 1 208 3500 Kolkata Tel: (510) 742 3000 C/61, Bapuji Nagar Fax: (510) 742 3090 Canada United Arab Emirates Regent Estate P. O. 5140 Yonge Street Y-45, P. O. Box 8230 Kolkata-92 Lake Forest Suite 1400 Sharjah Airport International Pager No: (91) 9628-304450 25341 Commercentre Drive Toronto, Ontario M2N 6L7 Free Zone (Saif Zone) Suite 150 Tel: (416) 224 7400 Sharjah Mangalore Lake Forest, CA 92630 Fax: (416) 224 7474 Tel: (971) 6 5571 068 Kuloor Ferry Road Tel: (949) 455 9161 Fax: (971) 6 5571 056 Kottara Fax: (949) 609 0694 France Mangalore-575 006 12 Avenue de l'Arche India Tel: (91) 824 451485-88 Lisle Faubourg de l'Arche Bangalore Fax: (91) 824 451504 2300 Cabot Drive 92419 Courbevoie Cedex Electronics City Ste 250, Lisle, IL 60532 Paris Hosur Road Mohali (Chandigarh) Tel: (630) 482 5000 Tel: (33) 1 4691 8456 Bangalore-561 229 B 100, Industrial Area Fax: (630) 505 9144 Fax: (33) 1 4691 8800 Tel: (91) 80 8520261 Phase 8 Fax: (91) 80 8520362 Mohali (SAS Nagar)-160 059 Marietta Germany Punjab 400 Galleria parkway, TOPAS 1 Reddy Building Tel: (91) 172 390510 Suite 1490, Atlanta Mergenthalerallee 77 K-310, 1st Main (91) 172 257191, 92 GA 30339 65760 Eschborn/Frankfurt 5th Block, Koramangala Fax: (91) 172 254193 Tel: (770) 980 7955 Tel: (49) 6196 9694 0 Bangalore-560 095 Fax: (770) 980 7956 Fax: (49) 6196 9694 200 Tel: (91) 80 5532591/92 Mumbai Fax: (91) 80 5530391 85-C Wing, 8th Floor Ohio Hong Kong Mittal Towers 6543-6631, 16F Cheung Kong Centre Pavithra Complex Nariman Point Commerce Parkway, 2 Queen's Road Central #1, 27th Main, 2nd Cross Mumbai-400 021 Dublin Ohio, 43017 Central, Hong Kong 1st Stage, BTM Layout Tel: (91) 22 2882911/14 Tel: (614) 792 9907 Tel: (852) 2297 2231 Bangalore-560 068 Fax: (91) 22 2846489 Fax: (614) 792 9929 Fax: (852) 2297 0066 Tel: (91) 80 6680182-85 Fax: (91) 80 6680181 Phoenix Japan 10851 N Black Canyon Hwy Kearny Place Akasaka, 2F Infosys Towers #830, Phoenix, AZ 85029 2-21-25, Akasaka No. 27, Bannerghatta Road Tel: (602) 944 4855 Minato-Ku 3rd Phase, J. P. Nagar Fax: (602) 944 4879 Tokyo 107-0052 Bangalore-560 076 Bankers Visit Infosys at Tel: (81) 3 5545 3251 Tel: (91) 80 6588668 ICICI Bank Ltd. www.infosys.com Quincy Fax: (81) 3 5545 3252 Fax: (91) 80 6588676 Bank of America Two Adams Place, Quincy Send e-mail to MA 02169 Company Secretary infosys@infosys.com Tel: (781) 356 3100 V. Balakrishnan Fax: (781) 356 3150 Call us at within the U.S. Troy Auditors 1-800-ITL INFO 100 Liberty Center Bharat S Raut and Co. outside the U.S. #200, West Big Beaver Troy Chartered Accountants 91-80-8520261 MI 48084 Tel: (248) 524 0320 Independent auditors Fax: (248) 524 0321 (US GAAP) KPMG (C) 2002 Infosys Technologies Limited, Bangalore, India. Infosys acknowledges the proprietary rights in the trademarks and product names of other companies mentioned in this document.
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