WIPRO LTD
6-K, EX-99.2, 2001-01-19
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                                [LOGO OF WIPRO]

Wipro's PAT for nine-month period ended December 2000 grows by 121% year on year
     Wipro Technologies revenue grows 82% with margin expansion of 7% yoy


Bangalore, January 19, 2001 -Wipro Limited, India's largest IT Company today
announced its audited results approved by the Board of Directors for the nine-
month period ended December 2000.  Revenue for the nine-month period grew by 39%
year on year to Rs.21.5 billion and the Profit after Tax grew by 121% to Rs. 4.5
billion.

Wipro Technologies, the Global IT Services business, accounted for 58% of the
revenue and 85% of the Profit before Interest and Tax. Wipro Technologies grew
its revenue by 82% for the nine-month period to Rs.12.5 billion and Profit
before Interest and Tax by 129% to Rs.4.2 billion.  Operating Margin to Sales
increased by 7% to 34% for the nine-month period ended December 2000 from 27%
for the nine-month period ended December 1999. Operating Margin to Sales was 33%
for the half-year ended September 30, 2000.

Wipro's Technology Solutions (R&D Services) contributed 50% of the Software
revenue while Enterprise Solutions contributed 45% and the remaining 5%, was
contributed by Global Support for the third quarter. For the third quarter, R&D
Services comprised of Telecom and Inter-networking practice contributing 30% of
the revenue, Embedded Systems and Internet Access practice contributing 17%, the
balance 3% was from the newly constituted (effective October 2000) Telecom &
Internet Service Provider practice. In the Enterprise Solutions, Electronic
Commerce accounted for 16% of the revenue, ERP 2%, and the balance 27% coming
from application development and maintenance in Client Server and mainframe.

Wipro Infotech, the Indian IT Services and Products business accounted for 26%
of the revenue and 9% of the Profit before Interest and Tax. Wipro Infotech grew
its Profit before Interest and Tax by 141% to Rs.423million. Increase in the
proportion of Solutions and Services segment revenue at 23% to the total revenue
and spin-off of its peripherals business in September 2000, resulted in the
Operating Margin expanding from 3.2% in 1999 to 7.4% for the nine-month period
ended December 2000. For the quarter ended December 2000, the Operating Margin
was 10.8%.
<PAGE>

Wipro Consumer Care and Lighting business recorded revenue of Rs.2.5 billion
with Profit before Interest and Tax of Rs. 347million, 12% of revenue for the
nine-month period.  Growth in revenue of Lighting Products was 25% and toilet
soaps (Santoor, Milk and Roses, Wipro Active, Wipro Shikakai and Wipro Baby
Soft) was 20% over the nine-month period ended December 1999 being significantly
higher than the industry average.

Profit after Tax computed in accordance with US GAAP for the nine-month period
ended December 2000 was Rs.4.35 billion a growth of 93% over the profits for the
corresponding nine-month period ended December 1999. Excluding the one time
gain of Rs.412 m resulting from  the issuance of stock by affiliate Wipro Net in
1999, the growth in Profit after Tax was 136% for the nine month period over the
corresponding period in 1999.

The net difference between profits computed in accordance with Indian GAAP and
US GAAP is primarily due to accounting for deferred stock compensation expenses,
equity accounting for results of investments in associate companies - Wipro GE
Medical Systems, Wipro Net Ltd and Netkracker Limited and interest provision on
differential treatment for sale of investment by Wipro in 1999-2000.

For the nine month period ended December 2000, the annualized return on capital
employed in Wipro Technologies was 121%, Wipro Infotech was 89%, Consumer Care
and Lighting was 72%. At the Company level the return was 54%.

Wipro Infotech won the Golden Peacock Innovative Service Award for Effective
Service Delivery using state of art technology. The award will be presented in
the inaugural session of the World Congress on Total Quality 2001 on January 20,
2001. Golden Peacock Service Award is designed to reward dissemination of
leading edge concepts and international expertise to redefine quality and the
role of innovation to meet the challenges of the 21st century.

The board of directors of Wipro Limited accepted the early retirement of
Mr. Arun Thiagarajan, Vice Chairman, from the board of Wipro and commended the
contribution made by him.
<PAGE>

Performance details of Wipro Technologies for the quarter ended December 2000

Wipro Technologies, which represents Wipro's Global IT Services business,
increased the number of customers with annualized run rate of over $1 million
from 65 in the previous quarter to 67 in the current quarter. Customers with
annualized run rate in excess of $5 million increased to 19 in the current from
15 in the previous quarter, and customers with annualized run rates of between
$3-5 million grew from 11 to 14. Revenue from companies with "dot com" business
models were 1.5% and technology products start up companies contributed 3.5% of
the revenue for the quarter.

26 new accounts were added in the quarter. New customers added in 2000-01
contributed 10.25% of the revenue for the quarter.

Revenue from America was 64%, Europe 28% and Japan 7% with the balance from the
rest of the world. The mix for financial year 2000 was America 70%, Europe 24%
and Japan 5% with the balance from the rest of the world.

Wipro Technologies' largest customer accounted for 8% of the revenue in the
quarter, compared to 15% in the year ended March 2000. Top 5 and Top 10
customers accounted for 29% and 44% for the quarter respectively. For the year
ended March 2000 they accounted for 39% and 53% respectively.

Off shore projects as a percentage of revenue was 48% for the quarter, up from
45% in the quarter ended December 1999. Off shore revenue was 49% in the quarter
ended September 2000. Fixed price projects were at 17% of the revenue for the
current quarter up from 11% for the quarter ended December 1999 and 13% for the
quarter ended September 2000.

For the current quarter, 912 employees were recruited bringing the total number
of employees in Wipro Technologies as of December to 9490. This compares with
472 employees recruited in the quarter ended December 1999.

Wipro Limited results computed under the US GAAP along with individual business
segment reports are available in the Investor Relations section at
www.wipro.com.
-------------

Contact for Investor Relation           Contact for media & Press
J Shankar                               Renee SB Jhala
Corporate Treasurer                     Head, Corporate Communications
Phone:091-80-844-0079                   091-80-844-0076
Fax:091-80-844-0051                     091-80-844-0056
[email protected]            [email protected]
----------------------------            ---------------------
<PAGE>

Forward looking and cautionary statements

Certain statements in this release concerning our future growth prospects are
forward looking statements 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, 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, our ability to manage our international operations,
reduced demand for technology in our key focus areas, disruptions in
telecommunication networks, our ability to successfully complete and integrate
potential acquisitions, liability for damages on our service contracts, the
success of the companies in which Wipro has made strategic investments,
withdrawal of fiscal governmental incentives, political instability, legal
restrictions on raising capital or acquiring companies outside India,
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 filings with the United States
Securities and Exchange Commission. These filings are available at www.sec.gov.
                                                                   -----------
Wipro 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.  Wipro does
not undertake to update any forward looking statement that may be made from time
to time by or on behalf of the company.
<PAGE>

WIPRO LIMITED

SEGMENT WISE  BUSINESS PERFORMANCE FOR THE NINE MONTH PERIOD ENDED DECEMBER 31,
2000

<TABLE>
<CAPTION>
                                                                In Rupees Million
----------------------------------------------------------------------------------------------------------
                                      Global IT           Indian IT      Consumer Care    Others    Wipro
                                       Services          Services &        & Lighting              Limited
                                                           Products
----------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>                 <C>             <C>       <C>
Revenue
External sales & services                   12,519               5,705           2,479      831     21,534
Internal sales
 Total revenue                              12,519               5,705           2,479      831     21,534
% of total revenue                              58                  26              12        4        100
Growth                                          82%                  5%              4%      (1%)       39%
Profit before depreciation                   4,689                 487             390       65      5,631
 Interest and tax
% of total PBDIT                                83                   9               7        1        100
Growth                                         116%                128%              2%       -         98%
Profit before interest and tax               4,227                 423             347      (30)     4,967
% of total PBIT                                 85                   9               7       (1)       100
Growth                                         129%                141%              5%       -        109%
Operating margin                                34%                  7%             14%                 23%
Interest (income) / expense                                                                           (134)
Profit before tax                                                                                    5,101
Growth                                                                                                 131%
Income tax                                                                                             596
Profit after tax                                                                                     4,505
Growth                                                                                                 121%
----------------------------------------------------------------------------------------------------------
Other Information

Net fixed assets ( at cost)                  3,134                 244             474      959      4,811
Trade receivables                            3,393               1,352             169      391      5,305
Cash balances / investments                    717                 113              87    8,121      9,038
Other assets                                   816                 935             563      727      3,041
Current liabilities                         (1,637)             (2,063)           (465)    (871)    (5,036)
Capital employed                             6,423                 581             828    9,327     17,159
% of total capital employed                     37                   3               5       55        100
Capital expenditure                          1,822                  69               9      209      2,109
Depreciation                                   462                  64              43       96        665
Return on average capital
 employed                                      121%                 89%             72%                 54%
----------------------------------------------------------------------------------------------------------
</TABLE>

1. In compliance with exposure draft on Segment reporting issued by the
   Institute of Chartered Accountants of India, corresponding figures of
   Revenues, Profit before Depreciation, Interest and taxes and Profit before
   Interest and Taxes, for Nine month period ended December 31, 1999,
<PAGE>

   have been restated to exclude interest income earned on inter segment lending
   and other investments.

2. Profit before Interest and taxes in Indian IT services and products includes
   losses of Rs 43 mn of our Internet portal 01 markets.com. Operating margin
   and growth in Profit before interest and taxes without considering this loss
   is 8% and 165% respectively.

3. Effective September 1, 2000 Peripherals Services Division, engaged in the
   business of manufacture, sales and trading in Computer Peripherals, was spun
   off into a new legal entity Wipro e-Peripherals. Indian IT services and
   products includes financials of Peripherals Services Division for the five
   month period in the current year and for the entire period in the previous
   year

4. Others represents Wipro Fluid Power, Wipro Biomed, and corporate services
   including spends on  Wipro Brand identity and Six Sigma initiative.
<PAGE>

WIPRO LIMITED

SEGMENT WISE  BUSINESS PERFORMANCE FOR THE THREE MONTH PERIOD ENDED DECEMBER 31,
2000

<TABLE>
<CAPTION>
                                                                In Rupees Million
----------------------------------------------------------------------------------------------------------
                                      Global IT      Indian IT           Consumer Care   Others     Wipro
                                       Services     Services &              & Lighting             Limited
                                                      Products
----------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>                  <C>             <C>      <C>
Revenue
External sales & services                    4,800               1,762              900      312     7,774
Internal sales                                   -                   -                -        -         -
 Total revenue                               4,800               1,762              900      312     7,774
% of total revenue                              62                  23               12        4       100
Growth                                          88%                 (9%)              7%       8%       38%
Profit before depreciation                   1,842                 213              153      107     2,315
Interest and tax
% of total PBDIT                                80                   9                7        5       100
Growth                                         110%                122%              11%               104%
Profit before interest and tax               1,665                 191              139       60     2,054
% of total PBIT                                 81                   9                7        3       100
Growth                                         117%                136%              15%               109%
Operating margin                                35%              10.84%              15%                26%
Interest (income) / expense                                                                           (114)
Profit before tax                                                                                    2,168
Growth                                                                                                 126%
Income tax                                                                                             280
Profit after tax                                                                                     1,888
Growth                                                                                                 120%
----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                    WIPRO LIMITED
    Audited Financial Statements for the Nine months ended December 31, 2000
<TABLE>
<CAPTION>
                                                                                                       In rupees million
                                                Nine months ended December 31,   Three months ended December 31,     Year ended
                                                          2000             1999             2000             1999  March 31, 2000
<S>                                             <C>              <C>             <C>               <C>             <C>
Sales & services                                        21,327           15,345            7,738            5,496          22,859
Other income                                               234              149               63              120             198
Total revenues                                          21,561           15,494            7,801            5,616          23,057
Purchase of finished goods for sale                      3,050            2,760              947              623           4,076
Consumption of raw materials                             2,620            2,817              891            1,672           4,419
Staff cost                                               3,045            1,848            1,111              647           2,567
Travelling and allowances                                4,393            2,914            1,592            1,083           4,187
Other expenditure                                        2,821            2,310              942              449           3,387
Total expenses                                          15,929           12,649            5,483            4,474          18,636
Operating profits                                        5,632            2,845            2,318            1,142           4,421
Interest expense / ( income )                             (134)             172             (114)              22             215
Depreciation                                               665              462              264              159             699
Profit before taxation and                               5,101            2,211            2,168              961           3,507
 non-recurring/extraordinary items
Provision for taxation                                     596              170              280              102             501
Profit after taxation but before                         4,505            2,041            1,888              859           3,006
 non-recurring/extraordinary items (refer
 note 3 & 4)
Extraordinary/non-recurring items                           --              415                -              415             523
Profit for the year / period                             4,505            1,626            1,888              444           2,483
---------------------------------------------------------------------------------------------------------------------------------
Paid-up equity share capital                               465              458              465              458             458
Reserve excluding revaluation reserves                  16,193            5,082           16,193            5,082           5,834
Dividend
--------
Equity shares                                                -                -                -                -              69
Preference shares                                           18                -               18                -              26

Dividend per share (in Rs.)
---------------------------
Equity                                                       -                -                -                -            0.30
Preference                                                   8                -                8                -           10.25

Earnings per share ( on Profit before
-------------------------------------
 non-recurring / extraordinary items )(in Rs.)
----------------------------------------------
Basic                                                    19.61             8.91             8.16             3.75           10.84
Diluted                                                  19.45             8.90             8.09             3.75           10.80
</TABLE>

Notes:
1.   The above financial results were approved by the Board of Directors of the
     Company at its meeting held on January 19, 2001.

2.   Pursuant to the scheme of amalgamation of Wipro Computers Limited (WCL)
     with the Company approved by the Honourable High Court of Karnataka on
     February 16, 2000, the entire undertaking including all assets and
     liabilities of WCL were transferred to the Company with effect from April
     1, 1999. Figures for the Nine month period ended December 31, 1999 include
     results of operations of Wipro Acer Limited.

3.   In fiscal 2000, the company had sold 4,694,795 shares of Wipro Net Limited
     (WNL) resulting in an extraordinary income of Rs.1,095 mn. Consequent to
     this sale, holding in WNL has dropped to 47%. Of the total shares sold, on
     1,791,385 shares, the buyer has a put option and the Company has a call
     option for a specific period, within a price band of Rs.555 to Rs.700 per
     share.


4.     a.  In fiscal 2000, the Company had carried out a comprehensive review of
           the financial position of Wipro Finance Limited. On the basis of its
           review, the Company had infused an additional equity of Rs.450 mn,
           convertible preference shares of Rs.200 mn and redeemable preference
           shares of Rs.300 mn, to discharge all its obligations.

       b.  To focus on its core business, the Company divested significant
           portion of its holding in Wipro Finance Limited, resulting in an
           extraordinary loss of Rs.810 mn. Following the divestment, Wipro
           Finance Limited ceased to be a subsidiary of the Company. Further,
           based on its review of the financial position of Wipro
<PAGE>

           Finance Limited, the company estimated the value of remaining
           investments to be negligible and had therefore provided for
           diminution in the value of such investments aggregating to Rs.701mn.

       c.  In fiscal 2000, the Company had also made an extraordinary provision
           of Rs.108 mn for diminution in value of investment in Wipro Inc. a
           subsidiary incorporated in USA on account of diminution of Wipro
           Inc's investment in Enthink Inc a wholly owned subsidiary of Wipro
           Inc, incorporated in USA.

5.   For computing diluted EPS, treasury stock method has been used in respect
     of employee stock option outstanding.


Place : Bangalore                               By order of the board
Date  : January 19, 2001


                                                  Azim H Premji
                                                  Chairman and Managing Director


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