EX-99.9 CUST CONTRCT 10 exv99w09.htm FORM OF ADVERTISEMENT

Exhibit 99.9

Form of Advertisement

 

 

 

Infosys Limited

Regd. office: Electronics City, Hosur Road, Bangalore – 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 half-year ended September 30, 2014 prepared in compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

 

(in crore, except share and per equity share data)

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half- year ended September 30, Year ended March 31,
  2014 2014 2013 2014 2013 2014
Revenues  13,342  12,770  12,965  26,112  24,232 50,133
Cost of sales  8,201  8,046  8,384  16,247  15,703 32,141
Gross profit  5,141  4,724  4,581  9,865  8,529 17,992
Selling and marketing expenses  769  666  757  1,435  1,341 2,625
Administrative expenses  889  847  987  1,736  1,687 3,326
Operating profit  3,483  3,211  2,837  6,694  5,501 12,041
Other income, net  877  829  510  1,706  1,087 2,669
Profit before income taxes  4,360  4,040  3,347  8,400  6,588 14,710
Income tax expense  1,264  1,154  940  2,418  1,807 4,062
Net profit  3,096  2,886  2,407  5,982  4,781 10,648
Paid-up equity share capital (par value 5/- each, fully paid)  286  286  286  286  286 286
Share premium, retained earnings and other components of equity (1)  47,244  47,244  39,511  47,244  39,511 39,511
Earnings per share (par value 5/- each)            
Basic 54.19  50.51  42.12  104.70  83.66 186.35
Diluted 54.19  50.51  42.12  104.70  83.66 186.35
Total Public Shareholding (2)            
Number of shares 39,66,88,097 38,98,49,697 39,56,76,421 39,66,88,097 39,56,76,421 39,02,57,428
Percentage of shareholding  69.08  67.89  68.90  69.08  68.90 67.96
Promoters and Promoter Group Shareholding            
Pledged / Encumbered            
Number of shares – – – – – –
Percentage of shares (as a % of the total shareholding of promoter and promoter group) – – – – – –
Percentage of shares (as a % of the total share capital of the Company) – – – – – –
Non-encumbered            
Number of shares 9,14,08,078 9,15,08,078 9,15,08,078 9,14,08,078 9,15,08,078 9,15,08,078
Percentage of shares (as a % of the total shareholding of promoter and promoter group)  100.00  100.00  100.00  100.00  100.00 100.00
Percentage of shares (as a % of the total share capital of the Company)  15.92  15.94  15.94  15.92  15.94 15.94

 

(1)Represents the previous accounting year balance as required under Clause 41 of the Listing Agreement.

(2)Total Public Shareholding as defined under Clause 40A of the Listing Agreement excludes shares held by founders and American Depository Receipt Holders.

 

1.The audited consolidated financial statements for the quarter and half-year ended September 30, 2014 have been taken on record by the Board of Directors at its meeting held on October 10, 2014. 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 International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

 

2. Changes to the Board

 

a)The members of the company at the Extra-ordinary General Meeting held on July 30, 2014 approved the appointment of Dr. Vishal Sikka as the Chief Executive Officer and Managing Director effective August 1, 2014.

 

b)Narayana Murthy will cease to be Non-Executive Chairman effective October 10, 2014. He indicated that in line with the company’s high corporate governance standards and to avoid any perceived conflicts, it would not be appropriate for him to be the Chairman Emeritus of Infosys. The Board accepted Mr. Murthy’s decision and sincerely thanked him for his vision, leadership and guidance in making Infosys a globally respected company.

 

c)S. Gopalakrishnan will cease to be Non-Executive Vice Chairman effective October 10, 2014.The Board expresses its deep sense of appreciation for the services rendered by him during his tenure on the Board.

 

d)K.V. Kamath has been elected as the Chairman of the Board effective October 11, 2014.

 

3. Edgeverve Systems Limited

 

On June 14, 2014, the shareholders had authorised the Board to enter into a Business Transfer Agreement for the transfer of the Products, Platforms and Solutions Business unit to Edgeverve Systems Limited (the Company’s wholly-owned subsidiary). The transfer is effective July 1, 2014. This business has been transferred for a consideration of US $70 million (approximately 421 crore) based on an enterprise valuation done by an independent valuer which is settled through the issue of fully paid up equity shares. The transfer of assets and liabilities is accounted for at carrying values and does not have any impact on the consolidated financial statements.

 

4.During the quarter ended June 30, 2014, based on internal and external technical evaluation, management reassessed the remaining useful life of assets, primarily consisting of buildings and computers with effect from April 1, 2014. Accordingly, the useful life of certain assets required a change from the previous estimates. If the group had continued with the previously assessed useful lives, charge for depreciation and cost of sales for the three months and six months ended September 30, 2014 would have been higher by 119 crore and 255 crore, respectively on assets held at April 1, 2014.

 

5.The Board in its meeting held on October 10, 2014 has considered and approved and recommended a bonus issue of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, as on a record date to be determined. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder would remain unchanged.

 

The Board approved and recommended the issuance in order to increase the liquidity of its shares and to expand the retail shareholder base.

 

The bonus issue of equity shares and ADSs will be subject to approval by the shareholders, through a postal ballot, and any other applicable statutory and regulatory approvals. Accordingly, the record date for the bonus issues of equity shares and ADSs will be announced in due course.

 

6. Information on dividends for the quarter and half-year ended September 30, 2014

 

The Board declared an interim dividend of 30/- per equity share . The record date for the payment of interim dividend is October 17, 2014. The interim dividend will be paid on October 20, 2014. The interim dividend declared in the previous year was 20/- per equity share.

 

(in )

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended March 31,
  2014 2014 2013 2014 2013 2014
Dividend per share (par value 5/- each)            
 Interim dividend  30.00 –  20.00  30.00  20.00 20.00
 Final dividend – – – – – 43.00
Total dividend  30.00 –  20.00  30.00  20.00 63.00

 

The final dividend of 43/- per equity share for fiscal 2014 was approved by the shareholders at the Annual General Meeting of the company held on June 14, 2014 and the same was paid on June 16, 2014.

 

7. Other information (Consolidated - Audited) 

(in crore)

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended March 31,
  2014 2014 2013 2014 2013 2014
Staff costs  7,522  7,355  7,704  14,877  14,217 28,834
Items exceeding 10% of aggregate expenditure – – – – – –
Details of other income:            
Interest income on deposits and certificates of deposit  644  614 522  1,258  1,037 2,156
Income from available-for-sale financial assets  70  79 62  149  104 224
Miscellaneous income, net  15  7 12  22  19 59
 Gains/(losses) on foreign currency  148  129  (86)  277  (73) 230
Total  877  829  510  1,706  1,087 2,669

 

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

(in crore)

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended March 31,
  2014 2014 2013 2014 2013 2014
Revenues  11,863  11,319  11,482  23,182  21,441 44,341
Profit before exceptional item and tax  4,169  3,795  3,208  7,964  6,284 14,002
Profit on transfer of business (1)  412 – –  412 – –
Profit before tax  4,581  3,795  3,208  8,376  6,284 14,002
Profit for the period  3,365  2,720  2,326  6,085  4,576 10,194

 

Note:The audited results of Infosys Limited for the above mentioned periods are available on our website www.infosys.com. The information above has been extracted from the audited financial statements as stated.
(1)Exceptional item pertains to profit on transfer of business to Edgeverve, a wholly owned subsidiary

 

9. Information on investor complaints pursuant to Clause 41 of the Listing Agreement for the quarter ended September 30, 2014

 

Nature of complaints received Opening balance Additions Disposal Closing balance
Non-receipt of dividend / Annual Report related –  130  130 –

 

10. Consolidated statement of assets and liabilities (IFRS Consolidated Audited)

 

(in crore)

Particulars As at
  September 30, 2014 March 31, 2014
EQUITY AND LIABILITIES    
Shareholders’ funds    
Share capital  286  286
Reserves and surplus  50,296  47,244
Sub-total- Shareholders' Fund  50,582  47,530
Minority interests  –  –
Non-current liabilities    
Deferred tax liabilities  56  64
Other long-term liabilities  391  323
Sub-total- Non- Current liabilities  447  387
Current liabilities    
Trade payables  135  173
Other current liabilities  10,107  8,586
Short-term provisions  409  379
Sub-total- Current liabilities  10,651  9,138
TOTAL - EQUITY AND LIABILITIES  61,680  57,055
ASSETS    
Non-current assets    
Fixed assets  8,398  7,887
Goodwill on consolidation  2,097  2,157
Non-current investments  1,316  1,252
Deferred tax assets  666  656
Other non-current assets  2,103  2,084
Sub-total- Non- Current assets  14,580  14,036
Current assets    
Current investments  3,874  3,056
Trade receivables  9,040  8,351
Cash and cash equivalents  28,432  25,950
Other current assets  5,754  5,662
Sub-total Current assets  47,100  43,019
TOTAL - ASSETS  61,680  57,055

 

The above disclosure is in compliance with Clause 41(V)(h) and Annexure IX of the listing agreement. The disclosure is an extract of the audited IFRS Consolidated Balance Sheet as at September 30, 2014.

 

11. Segment reporting (IFRS Consolidated Audited)

 

(in crore)

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended
March 31,
  2014 2014 2013 2014 2013 2014
Revenue by business segment            
Financial Services and Insurance (FSI)  3,818  3,695  3,801  7,513  7,135 14,698
Manufacturing (MFG)  2,918  2,774  2,835  5,692  5,235 10,853
Energy & utilities, Communication and Services (ECS)  2,202  2,020  2,064  4,222  3,808 7,932
Retail, Consumer packaged goods and Logistics (RCL)  2,191  2,151  2,145  4,342  4,009 8,346
Life Sciences and Healthcare (LSH)  873  824  868  1,697  1,658 3,399
Growth Markets (GMU)  1,340  1,306  1,252  2,646  2,387 4,905
Total  13,342  12,770  12,965  26,112  24,232 50,133
Less: Inter-segment revenue – – – – – –
Net revenue from operations  13,342  12,770  12,965  26,112  24,232 50,133
Segment profit before tax, depreciation and non-controlling interests:            
Financial Services and Insurance (FSI)  1,124  1,078  1,034  2,202  2,014 4,349
Manufacturing (MFG)  744  679  560  1,423  1,101 2,452
Energy & utilities, Communication and Services (ECS)  646  488  593  1,134  1,077 2,274
Retail, Consumer packaged goods and Logistics (RCL)  668  657  498  1,325  958 2,221
Life Sciences and Healthcare (LSH)  218  178  143  396  340 749
Growth Markets (GMU)  374  361  342  735  664 1,373
Total  3,774  3,441  3,170  7,215  6,154 13,418
Less: Other unallocable expenditure  291  230  333  521  653 1,377
Add: Unallocable other income  877  829  510  1,706  1,087 2,669
Profit before tax and non-controlling interests  4,360  4,040  3,347  8,400  6,588 14,710

 

Notes on segment information

 

Business segments

 

Effective quarter ended March 31, 2014, the Company reorganized its segments consequent to which the business segments of the company are as set out above. The previous period figures, extracted from the audited consolidated financial statements, have been presented after incorporating necessary reclassification adjustments pursuant to changes in the reportable 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

 

  Dr. Vishal Sikka

Bangalore, India

October 10, 2014

 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 quater and half-year ended September 30, 2014, 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 September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended
March 31,
  2014 2014 2013 2014 2013 2014
Revenues 2,201 2,133 2,066 4,334 4,057 8,249
Cost of sales  1,353  1,344  1,337  2,697  2,633 5,292
Gross profit  848  789  729  1,637  1,424 2,957
Net profit  511  482  383  993  801 1,751
Earnings per Equity Share            
Basic  0.89  0.84  0.67  1.74  1.40 3.06
Diluted  0.89  0.84  0.67  1.74  1.40 3.06
Total assets 9,989 9,625 8,397 9,989 8,397 9,522
Cash and cash equivalents including available-for-sale financial assets (current) and certificates of deposit 5,232 4,728 4,133 5,232 4,133 4,841

 

Certain statements in this advertisement 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, 2014 and on Form 6-K for the quarter ended June 30, 2014. 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 advertisement is October 10, 2014, 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.