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© Infosys Technologies Limited 2007-08 Experience of Indian Corporates in implementation of IFRS

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  • Infosys Technologies Limited 2007-08

    Experience of Indian Corporates in

    implementation of IFRS

  • 2Global developments

    Global developments in the past:

    In December 2007, the United States Securities Exchange Commission(SEC) proposed to allow foreign private issuers (Companies like Infosys,

    Siemens, Wipro, etc.) to submit their financial statements in accordance

    with International Financial Reporting Standards as issued by the

    International Accounting Standards Board (IFRS) without reconciliation

    to generally accepted accounting principles as used in the United

    States. (U.S. GAAP).

    The companies could adopt IFRS regardless of whether its previousfinancial statements were prepared in accordance with U.S. GAAP or in

    accordance with the requirements of their home country regulations.

    The Institute of Chartered Accountants of India (ICAI) had issued aConcept Paper on Convergence with IFRS in India which laid down the

    roadmap to convergence by 2011.

  • 3Background of the Company..

    Infosys has always set high standards in financial reporting and corporate

    governance and has been on the fore front of innovation and change ..

    First Indian Company to complete public offering of ADSs in the United States

    First Indian Company to be Sarbanes-Oxley compliant

    First Indian Company to file its XBRL statements under the SECs

    voluntary filing program

    First Indian Company to be a part of the major global indices like NASDAQ-100 Index

    First Indian Company to file our primary financial statements in compliance with International Financial Reporting Standards.

  • Scenarios for transition

    Transition options available to a company adopting IFRS:

    Company filed its last Form 20-F (Annual Report) with SEC in accordance with U.S. GAAP It could transition to IFRS from U.S. GAAP.

    Company filed its last Form 20-F (Annual Report) with SEC in accordance with requirements of its home country regulations

    It could transition to IFRS from its local GAAP.

    Selection of Previous GAAP required considerable thought as

    IFRS 1, First time adoption of IFRS could be adopted only once

    and certain benefits/ exemptions available under IFRS 1 could

    be utilised only once.

    4

  • Issues faced by Infosys upon transition

    Selection of Previous GAAP:

    Historically, Infosys had provided its Indian shareholders financialstatements prepared in accordance with Indian GAAP and its holders ofits American Depositary Shares financial statements prepared inaccordance with U.S. GAAP.

    Adoption of U.S. GAAP as its Previous GAAP could have led to aproblem when India transitioned to IFRS in 2011. It could have resultedin a potential non-compliance for Indian statutory purposes on thepresumption that ICAI permitted only Indian GAAP to be adopted as theprevious GAAP

    As India has made a conscious decision to adopt IFRS it was prudent forthe Company to choose Indian GAAP as its Previous GAAP.

    However the problem lied as there was no precedence to the same

    5

  • Issues faced by Infosys upon transition

    Detailed discussions were held with the SEC and they agreed with the rationale provided by Infosys.

    SEC suggested disclosure of certain additional information during the first year of our transition:

    Unaudited interim U.S. GAAP financial statements in compliance with SEC Regulations including the relevant footnotes in the interim quarterly reports.

    Reconciliations between U.S. GAAP and Indian GAAP in addition to the required reconciliations between Indian GAAP and IFRS.

    Infosys has adopted IFRS for the fiscal year ending March 31, 2009 with a transition date of April 1, 2007. All interim filings (i.e. quarters ending June 30, 2008, September 30, 2008 and December 31, 2008) with the SEC have also been in compliance with IFRS.

    6

  • Key exemptions availed by Infosys upon

    First -Time Adoption

    Business combinations exemption - Non-application of IFRS 3,

    Business Combinations, to business combinations consummated

    prior to April 1, 2007.

    Goodwill stated at carrying value as per Previous GAAP

    Intangible Assets remaining subsumed in Goodwill and were not

    recognized separately.

    Share-based payment transaction exemption - Application of IFRS 2,

    Share Based Payment, only to grants made after November 7, 2002

    and that remained unvested as at the date of transition.

    Vesting of all stock options under the 1998 and 1999 were

    accelerated on March 12, 2007.

    Share based payment charges for only stock options granted to IBPO

    employees on March 12, 2007 was required to be recognized.

    7

  • Approach taken for IFRS adoption

    Transactions affecting equity were analyzed since 1999 under U.S.GAAP, Indian GAAP and IFRS.

    A complete equity balance break up was drawn up upto the date oftransaction under IFRS by giving effect of appropriate transactions at thehistoric rate where exemptions were not available.

    IFRS 1, required only an equity reconciliation. Our approach was tocarry out a complete reconciliation of each asset and liability to provide afull picture and detailed explanation to the investors.

    Two way reconciliation as required by SEC i.e. Indian GAAP to IFRS andU.S. GAAP to Indian GAAP provided complete transparency toinvestors.

    Condensed approach not adopted even for the Interim FinancialStatements. Full disclosures as applicable to an Annual Report wereprovided.

    8

  • Recent Developments in India

    A high level task force was set up in India to expedite the convergence

    process India

    2 Committees were constituted

    Technical Committee

    CFO Sub Group

    Extensive Research and surveys were carried out to understand the state of

    readiness of the companies on adoption of IFRS.

    9

  • Status of Sensex 30 and Nifty Companies

    The survey results depicted that the majority of the SENSEX 30 and Nifty 50

    companies were already in a state of readiness and most of them had

    completed pilot phase

    Initiatives had been taken by Organizations like Indian Banking Association

    and Insurance Regulatory and Development Authority (IRDA) to ensure that

    the banking Companies and the Insurance Companies are geared up for

    IFRS Adoption.

    10

  • Status of Readiness of SME

    Concerns were raised in survey by the Small and Medium Scale

    Enterprises as the new concepts under IFRS were unclear to them.

    Fair Valuation led to apprehensions within small scale community.

    11

  • The Approach taken on Convergence

    MCA wide Press Release dated 22nd January 2010, issued the proposed time lines

    for convergence of IFRS. Details are given below:

    12

  • Questions which arose consequent to the Circular

    What would be the transition date for companies who have already adoptedIFRS?

    If, subsequent to the adoption, the company does not meet the IFRSadoption criteria, should it discontinue IFRS?

    What is included in the Net worth and how to determine that?

    Is there any option to choose the IFRS v/s Indian converged accountingstandards where differences exist?

    Does the Conversion Road Map make it mandatory for all companies,including unlisted companies to prepare CFS?

    What about changes required for other laws and regulations (i.e.) TaxationLaws, SEBI & RBI Regulations, etc.?

    13

  • Exposure Drafts issued by ICAI

    ICAI has issued 38 exposure drafts which are in line with the IFRS together

    with IFRICs and SICs.

    The Major areas of impact in Indian GAAP are :

    Business Combination

    Income Taxes

    Share Based Payments

    Consolidation

    Property, Plant and Equipment

    Revenue

    14

  • Major Exemptions granted for First Time Adoption

    Business Combination

    Share Based Payments

    Property, Plant and Equipment

    Cumulative Translation Differences

    15

  • Changing Roadmap of IFRS

    The IFRS scenario is constantly changing even as we speak..

    Highlights of the Staff Draft Financial Statement Presentation

    released jointly by the IASB and FASB:

    Presentation of cohesive set of financial statements i.e. aligning

    each line items, its description and order of presentation across

    the statement of financial position, comprehensive income

    statement and cash flow statement.

    Mandatory preparation of Direct Cash flows

    Disaggregation Principle

    Sample Statement of financial position on adoption of this

    standard would look like-

    16

  • Changing Roadmap of IFRS

    17

    As at

    BUSINESS

    Operating

    Short-term assets

    Total short-term assets -

    Long-term assets

    Total long-term assets -

    Short-term liabilities

    Total short-term liabilities -

    Long-term liabilities

    Total long-term liabilities -

    Net operating assets -

    Investing

    Assets

    Total investing assets -

    NET BUSINESS ASSETS -

    FINANCING

    Assets

    Total financing assets -

    NET FINANCING ASSETS -

    INCOME TAXES

    NET INCOME TAX ASSETS -

    NET ASSETS -

    EQUITY

    Share capital

    Retained earnings

    Other components of equity

    TOTAL EQUITY -

  • Exposure Draft on Employee Benefits

    Salient Features of the Exposure Draft

    Mandatory immediate recognition of all actuarial gains and

    losses through OCI

    Classification of interest costs net of gains as Finance Costs.

    Measurement of Interest on Plan Assets at the discount rate

    18

  • Need of the hour..

    Corporates need to gear themselves for constant updation and

    not only for the first time adoption:

    Keep track of changes at IASB

    Broadening the pool of trained resources, both in the industry

    and the audit firms.

    Active participation in the standard setting process by

    commenting on the Exposure Drafts and Staff Drafts

    Management would need to spend significant time and efforts

    in order to educate the investors, lenders, analysts , Board of

    Directors, regarding the impact of IFRS on the financial

    position and performance .

    19

  • 20

    Questions?

  • Infosys Technologies Limited 2007-08 21

    Thank you

    www.infosys.com

  • 22

    Additional Information

  • Major differences between IFRS and Indian GAAP

    IFRS Indian GAAP

    Form and components of

    financial statements

    Balance sheet Income statement Statement of changes in equity Statement of cash flows

    The Companies Act does not

    prescribe preparation of

    statement of changes in equity.

    Further, preparation of a cash

    flow statement is not mandatory

    for all companies.

    Consolidated financial

    statements

    An entity having a subsidiary

    must present consolidated

    financial statements.

    There is no mandatory

    requirement under the

    Companies Act, 1956 for an

    entity to present consolidated

    financial statements.

    The fair value approach is

    followed while calculating the

    goodwill at the time of preparing

    consolidated financial

    statements.

    Goodwill/Capital reserve is

    calculated by computing the

    difference between the cost to

    the parent of its investment in

    the subsidiary and the parents portion of equity in the

    subsidiary.

    Property, plant and

    equipment

    Depreciation is based on useful

    life of assets.

    Depreciation is based on higher

    of useful life or Schedule VI

    rates.

    23

  • Major differences between IFRS and Indian GAAP

    IFRS Indian GAAP

    Events after the Balance

    Sheet date

    Non-adjusting events are

    required to be disclosed in the

    financial statements.

    Non-adjusting events are not

    required to be disclosed in

    financial statements but are

    required to be disclosed in the

    Directors report as per Section 217 of the Companies Act, 1956.

    Accounting for taxes on

    income

    Deferred taxes are based on

    temporary differences in i.e.

    difference between carrying

    amount and tax base of assets

    and liabilities.

    Deferred taxes are based on

    timing differences. Timing

    difference is a term with a

    narrower meaning than

    temporary differences.

    Deferred tax assets and

    liabilities are classified net as

    non-current with supplement

    disclosures for: a) components

    of temporary differences and, b)

    amounts expected to be

    recovered within 12 months and

    more than 12 months of the

    balance sheet date.

    Deferred tax assets, net are

    disclosed after Net Current assets, whereas deferred tax liabilities, net are disclosed after

    Unsecured Loans.

    24

  • Major differences between IFRS and Indian GAAP

    IFRS Indian GAAP

    Interim Financial reporting IFRS does not require public

    entities to furnish interim

    financial statements, though it

    encourages interim reporting.

    The listing agreement in India

    requires all listed companies to

    furnish interim financial results

    on a quarterly basis.

    Employee benefits In IFRS, IAS 19, provides an

    option with regard to recognition

    of actuarial gains and losses i.e.

    in equity or profit and loss

    account.

    AS 15 Revised does not provide

    any option with regard to

    recognition of actuarial gains and

    losses. It requires such gains

    and losses to be recognized

    immediately in the statement of

    profit and loss.

    Share-based payments Share- based payments are

    accounted as per Fair Value

    method.

    Share- based payments are

    accounted as per the Guidelines

    issued by SEBI and the

    Guidance note on accounting for

    employee share-based

    payments both of which permit

    the use of Intrinsic Value method

    as an alternate to the Fair value

    method.

    25

  • Major differences between IFRS and Indian GAAP

    IFRS Indian GAAP

    Accounting policies, errors

    and estimates

    Accounting policy changes and

    corrections of prior period errors

    are accounted for retrospectively

    by restating equity and

    comparatives, unless

    impracticable.

    There is no concept of re-

    statement of comparatives except

    in financial statements prepared for

    certain specific purposes like public

    offers.

    Business combination Business combination has a wider

    scope and are accounted using

    the purchase accounting method.

    Indian GAAP deals only with

    amalgamations and there is liberal

    use of pooling of interests method

    which in not permitted under IFRS.

    Inventories IFRS requires same cost formula

    to be used for all inventories

    having a similar nature and use.

    Where inventories have a different

    nature and use, different cost

    formulas may be justified.

    Indian GAAP provides that the

    cost of inventories should be

    assigned by using FIFO, or

    weighted average cost formula.

    26

  • Major differences between IFRS and Indian GAAP

    IFRS Indian GAAP

    The Effects of Changes in

    Foreign Exchange Rates

    An entity measures its assets,

    liabilities, revenues and

    expenses in its functional

    currency, i.e. the currency of the

    primary economic environment

    in which the entity operates.

    Functional currency of an entity

    may be different from the local

    currency.

    In Indian GAAP, there is no

    concept of functional currency.

    Financial statements need to be

    in Indian Rupees only.

    Related party

    transactions

    IFRS provides for including non-

    executive director under key

    management personnel.

    A non-executive director of a

    company should not be

    considered as a key

    management person by virtue of

    merely his being a director

    unless he has the authority and

    responsibility for planning,

    directing and controlling the

    activities of the enterprise.

    27

  • Reconciliations- Indian GAAP- IFRS

    STATEMENTOF FINANCIAL POSITION

    April 1, 2007 March 31, 2008

    Indian GAAP IFRS Indian GAAP IFRS

    Goodwill 137 152 172 174

    Intangibles - - - 11

    Equity 2,611 2,722 3,448 3,916

    28

    April 1, 2007

    Goodwill of $4 million Deferred purchase agreement entered with the minority shareholders of Infosys BPO in February

    2007, to purchase equity shares of Infosys BPO by February 2008 did not qualify as an investmentunder Company Law.

    The same was recognized in IFRS as the risks and rewards of ownership were considered transferredin February 2007 itself.

    Goodwill Offset of $11 million- Gains from changes in proportionate share of subsidiary resulting fromissuance of stock by subsidiary was offset against goodwill under Previous GAAP was grossed up in equity

    in IFRS.

    Retained Earnings $101- Liability for dividends (incl. corporate dividend tax) declared and approved afterthe reporting period are not recognized in IFRS.

  • Indian GAAP- IFRS

    March 31, 2008

    Intangible assets of $11 million - Customer contract upon acquisition was included in

    goodwill under Previous GAAP, have been recognized separately under IFRS.

    Retained earnings of $456 million - Liability for dividends (incl. corporate dividend tax)

    declared and approved after the reporting period, are not recognized under IFRS.

    Share-based compensation of $3 million - Share based compensation for grants made to

    IBPO employees was recognized in IFRS.

    INCOME STATEMENT- No significant impact

    Share-based compensation of $3 million for grants made to IBPO employees was

    recognized in IFRS.

    CASH FLOWS- Minor presentational impacts

    Interest and dividends received may be classified as operating, investing or financing

    activities under IFRS. However, Indian GAAP mandates the classification of such cash flows

    under Investing activities.

    29

  • Reconciliations- U.S. GAAP- Indian GAAP

    STATEMENTOF FINANCIAL POSITION

    April 1, 2007 March 31, 2008

    US GAAP Indian GAAP US GAAP Indian GAAP

    Goodwill 128 137 172 172

    Intangibles 20 - - -

    Equity (including minority) 2,717 2,611 3,448 3,448

    30

    April 1, 2007

    Goodwill of $4 million Deferred purchase agreement entered with the minority shareholders of Infosys BPO in

    February 2007, to purchase equity shares of Infosys BPO by February 2008 did not qualify as

    an investment under Company Law.

    The same was recognized in U.S. GAAP as the risks and rewards of ownership wereconsidered transferred in February 2007 itself.

    Goodwill Offset of $11 million: Gains from changes in proportionate share of subsidiary resultingfrom issuance of stock by subsidiary was offset against goodwill under Indian GAAP which had

    been presented in equity in U.S. GAAP.

    Intangible Assets of $20 million net of amortization - Intangible assets acquired as a part ofbusiness combination are not permitted to be recognised under Indian GAAP and included in

    Goodwill.

  • Reconciliations- U.S. GAAP-

    Indian GAAP

    April 1, 2007

    Retained Earnings $101 million- Liability for dividends (incl. corporate dividend tax) declared and approved after the reporting period are not recognized in U.S. GAAP.

    Retained Earnings $48 million- Share based payment charges were recognized only in U.S. GAAP as the grants were made at an intrinsic value of zero.

    March 31, 2008

    Goodwill Offset of $11 million- Gains from changes in proportionate share of subsidiary resulting from issuance of stock by subsidiary was offset against goodwill under Indian GAAP . The same has been included in equity in U.S. GAAP.

    Intangible Assets of $25 million net of amortization- Intangible assets acquired as a part of business combination are not permitted to be recognized under Indian GAAP and are included in Goodwill.

    Retained earnings of $456 million- Liability for dividends (incl. corporate dividend tax) declared and approved after the reporting period, are not recognized in U.S. GAAP.

    Share Premium-Share-based compensation of $51 million- Share based payment charges were recognized only in U.S. GAAP as the grants were made at an intrinsic value of zero.

    31

  • Reconciliations- U.S. GAAP- Indian GAAP

    INCOME STATEMENT

    Share-based compensation of $3 million- Share-based

    compensation for grants made to IBPO employees was

    recognized in U.S. GAAP but not in Indian GAAP.

    Amortization of Intangible Assets of $8 million- Intangible

    assets subsumed in Goodwill were never amortized in Indian

    GAAP.

    CASH FLOWS- Only presentational impacts

    Interest and dividends received are classified under operating

    activities in U.S. GAAP. However, Indian GAAP mandates the

    classification of such cash flows under Investing activities.

    32