Patni Computer Systems Limited (
Patni or the
Company), a subsidiary of iGATE Corporation, providing
Business Outcomes based solutions under the brand name iGATE Patni,
today announced its financial results for the fourth quarter and
year ended December 31, 2011.
| Patni Computer Systems
Limited |
| Registered Office : Level II,
Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013,
India. |
| Corporate Office : Akruti , MIDC
Cross Road No 21, Andheri (E) , Mumbai - 400 093, India. |
| Audited financial results
of Patni Computer Systems Limited for the three month and year
ended 31 December 2011, as per Indian GAAP
(Standalone) |
| |
| Rs in Lakhs
except share data |
| |
Three months
ended |
Year
ended |
| |
31 December |
30 September |
31 December |
31 December |
31 December |
| |
2011 |
2011 |
2010 |
2011 |
2010 |
| |
(Unaudited) |
(Audited) |
(Unaudited) |
(Audited) |
(Audited) |
| Income |
|
|
|
|
|
| Sales and service income |
60,834 |
53,331 |
49,477 |
215,167 |
189,127 |
| Other operating income |
811 |
(2,177) |
4,794 |
5,076 |
13,934 |
| |
61,645 |
51,154 |
54,271 |
220,243 |
203,061 |
| Expenditure |
|
|
|
|
|
| Personnel costs (Refer Note 8) |
39,112 |
29,379 |
26,878 |
126,397 |
94,622 |
| Selling, general and administration
costs |
8,113 |
8,644 |
8,518 |
32,701 |
34,878 |
| Depreciation (net of transfer from
revaluation reserves) |
2,915 |
2,933 |
2,183 |
10,973 |
9,190 |
| |
50,140 |
40,956 |
37,579 |
170,071 |
138,690 |
| |
|
|
|
|
|
| Profit from operations before
Other Income and Interest |
11,505 |
10,198 |
16,692 |
50,172 |
64,371 |
| Other income |
3,826 |
2,142 |
1,826 |
9,520 |
7,616 |
| Profit before
interest |
15,331 |
12,340 |
18,518 |
59,692 |
71,987 |
| Interest costs |
(69) |
154 |
66 |
293 |
434 |
| Profit before prior period items
and taxation |
15,400 |
12,186 |
18,452 |
59,399 |
71,553 |
| |
|
|
|
|
|
| Tax Expenses |
403 |
3,082 |
(1,094) |
9,040 |
6,048 |
| Profit after tax and before prior
period items |
14,997 |
9,104 |
19,546 |
50,359 |
65,505 |
| |
|
|
|
|
|
| Prior period item (Refer Note 9) |
-- |
-- |
-- |
381 |
-- |
| |
|
|
|
|
|
| Net Profit for the
period |
14,997 |
9,104 |
19,546 |
49,978 |
65,505 |
| Paid up equity share capital (Face value
per equity share of ' 2 each) |
2,690 |
2,681 |
2,628 |
2,690 |
2,628 |
| Reserves excluding revaluation
reserves |
|
|
|
333,885 |
291,668 |
| |
|
|
|
|
|
| Earnings per equity share
of Rs 2 each |
|
|
|
|
|
| - Basic |
11.18 |
6.79 |
14.93 |
37.43 |
50.35 |
| - Diluted |
11.08 |
6.65 |
14.51 |
36.83 |
48.77 |
| Dividend per share (Face value
per equity share of Rs 2 each) |
-- |
-- |
-- |
-- |
63.00 |
| Public Shareholding |
|
|
|
|
|
| - Number of Shares |
24,403,418 |
23,972,257 |
71,327,878 |
24,403,418 |
71,327,878 |
| - Percentage of
Shareholding |
18.14 |
17.88 |
54.28 |
18.14 |
54.28 |
| Promoters and Promoter group
Shareholding |
|
|
|
|
|
| a) Pledge/Encumbered |
|
|
|
|
|
| - Number of shares |
-- |
-- |
-- |
-- |
-- |
| - Percentage of shares (as a % of
the total shareholding of promoter group) |
-- |
-- |
-- |
-- |
-- |
| - Percentage of shares (as a % of
the total share capital of the Company) |
-- |
-- |
-- |
-- |
-- |
| b) Non-encumbered |
|
|
|
|
|
| - Number of shares |
110,090,715 |
110,090,715 |
60,091,202 |
110,090,715 |
60,091,202 |
| - Percentage of shares (as a % of
the total shareholding of promoters and promoter group) |
100.00 |
100.00 |
100.00 |
100.00 |
100.00 |
| - Percentage of shares (as a % of
the total share capital of the Company) |
81.86 |
82.12 |
45.72 |
81.86 |
45.72 |
Notes :
1 The above statement of financial results was reviewed by the
Audit Committee and approved by the Board of Directors at its
meeting held on 25 January 2012.
2 On 12 May 2011, the Company was acquired by iGATE Corporation
("iGATE") through two of its wholly-owned subsidiaries, Pan-Asia
iGATE Solutions, ("iGATE Mauritius"), and iGATE Global
Solutions Limited ("iGS" and, together with iGATE Mauritius, the
"Purchasers"). The acquisition involved acquiring 60.1 million
shares or 45.0% of the outstanding share capital from the promoters
of the Company and 22.9 million shares (inclusive of the American
Depositary Shares representing 20.2 million shares) or 17.1% of the
outstanding share capital of the Company from General Atlantic
Mauritius Limited. Further in accordance with the requirements of
the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeover) Regulations, 1997, as amended, and a tender
offer pursuant to the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations of the U.S. Securities and
Exchange Commission, the Purchasers also acquired an additional
27.1 million shares or 20.3% of the outstanding shares of the
Company through a mandatory open public offer made on 8 April 2011
to the other shareholders of the Company.
3 As of 31 December 2011, iGATE Corporation holds 81.86% of
outstanding shares.
| |
| |
As of 31
December |
| Particulars |
2011 |
2010 |
| |
( Audited ) |
( Audited ) |
| Shareholders' funds |
|
|
| a) Share Capital |
4,189 |
5,051 |
| b) Reserves and Surplus |
333,895 |
291,679 |
| Loan funds |
120 |
98 |
| Deferred tax
liability |
1,219 |
618 |
| Total |
339,423 |
297,446 |
| Fixed assets (Net) |
63,500 |
68,721 |
| Investments |
225,643 |
183,503 |
| Deferred tax asset,
net |
2,960 |
-- |
| Current assets, loans and
advances |
|
|
| a) Sundry Debtors |
46,415 |
37,278 |
| b) Cash and Bank balances |
9,346 |
16,698 |
| c) Unbilled revenue |
8,301 |
7,244 |
| d) Loans and Advances |
32,425 |
31,068 |
| Less: Current liabilities and
provisions |
|
|
| a) Liabilities |
33,096 |
30,557 |
| b) Provisions |
16,071 |
16,509 |
| Total |
339,423 |
297,446 |
| * Share Capital includes Stock option
outstanding Rs 1,499 (December 2010 : Rs 2,423) |
Audited financial results of Patni Computer Systems
Limited for the three month and year ended 31 December 2011, as per
Indian GAAP (Standalone)
(Contd.)
4 Investor complaints for the quarter ended 31 December 2011
| |
| Pending as on 1 October 2011 |
Received during the quarter |
Disposed of during the
quarter |
Unresolved at the end of the
quarter |
| -- |
13 |
13 |
-- |
5 Statement of Utilisation of ADS Funds as of 31 December
2011
| |
| |
No of shares |
Price |
As of
December |
| |
|
|
2011 |
2010 |
| |
|
|
|
|
| Amount raised through ADS (6,156,250
ADSs @ $ 20.34 per ADS ) |
12,312,500 |
466 |
57,393 |
57,393 |
| Share issue expenses |
|
|
3,694 |
3,694 |
| Net proceeds |
|
|
53,699 |
53,699 |
| Deployment : |
|
|
|
|
| 1 Held as short term
investments |
|
|
5,931 |
8,834 |
| 2 Utilised for Capital
expenditure for office facilities |
|
|
47,768 |
44,865 |
| Total |
|
|
53,699 |
53,699 |
6 As a result of acquisition of the Company by iGATE
Corporation, the management terminated the services of
certain employees and incurred Rs 1,690 of severance
costs which has been included in Personnel costs in year ended 31
December 2011.
7 With effect from 1 April 2011, the Company has aligned the
estimated useful lives of Furniture and Fixtures and Electrical
Installations with those followed by iGATE Corporation, its
ultimate parent Company.
The revisions have been accounted for prospectively as change in
accounting estimates resulting in additional depreciation charge in
the year ended 31 December 2011 of Rs 2,140.
8 As per Company's practice, it has finalised the amount of
incentive payable to certain employees for the fiscal year 31
December 2010 based on completion of employee appraisals during the
year ended 31 December 2011. Accordingly, the Company has reversed
incentive accrual amounting to Rs 1,529 (net of provisions for
overachievements) which has been included under personnel cost in
profit and loss account for the year ended 31 December 2011.
9 Prior period item for the year ended 31 December 2011 includes
deferred costs amounting to Rs 381.
10 On 16 November 2011, the Company informed that it was seeking
the consent of its Members to a delisting proposal received from
Pan-Asia iGATE Solutions and iGATE Global Solutions Limited, a part
of the Promoter Group of the Company, to voluntarily delist the
equity shares of the Company from the National Stock Exchange of
India Limited (NSE) and the Bombay Stock Exchange Limited (BSE)
where the equity shares of the Company are presently listed and the
American Depository Shares ("ADSs") of the Company from the New
York Stock Exchange ("NYSE"), where the ADSs of the Company are
presently listed, by way of postal ballot pursuant to the
provisions of Section 192A (2) of the Companies Act, 1956 read with
the Companies (Passing of the Resolutions by Postal Ballot) Rules,
2011.
The Postal Ballot closed at 1700 hours IST on 6 January
2012 and the Special Resolution contained in the Postal Ballot
Notice dated 5 December 2011 was duly passed by the requisite
majority as required under Section 189(2) of the Companies Act,
1956, Regulation 8(1) (b) of the Securities and
Exchange Board of India (Delisting of Equity Shares) Regulations,
2009 ("Delisting Regulations") as well as the applicable rules of
the NYSE and the U.S. Securities and Exchange Commission (SEC) and
the U. S. Securities Exchange Act of 1934, all as amended from time
to time.
The delisting offer (the "Delisting Offer") involves a price
discovery mechanism, which is known in India as a "Reverse Book
Building Process." The offer price (the "Offer Price") (i.e., the
price at which the Shares of the Public Shareholders are to be
purchased pursuant to the Delisting Offer) is determined after
establishment of a statutorily prescribed "floor price," which is
determined in accordance with Delisting Regulations. Accordingly,
the floor price for the Delisting Offer of ' 356.74 per share
was determined.
The NSE gave an in-principle approval of the Delisting Proposal
on 13 January 2012 and the BSE gave its in-principle approval on 19
January 2012; subject to certain terms and conditions being
fulfilled. The Company is awaiting approvals from other authorities
including the RBI and SEC. Once all approvals are in place, a
Public Announcement (PA) will be made in accordance with the
Delisting Regulations.
The entire process including payment of consideration to the
shareholders who have validly tendered shares would take up to 30
days while the actual delisting from the exchanges would take up to
60 days, from the date of the PA.
11 Previous period figures have been appropriately reclassified
/ regrouped to conform to the current period's
presentation.
| |
|
By Order of the Board |
| |
|
for Patni Computer Systems
Limited |
| |
|
|
| Place : Bangalore |
|
Mr. Phaneesh Murthy |
| Date : 25 January 2012 |
|
CEO & Managing Director |
| |
|
|
| Patni Computer Systems
Limited and Subsidiaries |
| Registered Office : Level II,
Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013,
India. |
| Corporate Office : Akruti ,
MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India. |
| Audited consolidated
financial results of Patni Computer Systems Limited and
Subsidiaries for the Year 2011 and three months ended 31 December
2011, as per Indian GAAP. |
| |
|
|
|
|
|
| Rs in Lakhs
except share data |
| |
Three months
ended |
Year
ended |
| |
31 December |
30 September |
31 December |
31 December |
31 December |
| |
2011 |
2011 |
2010 |
2011 |
2010 |
| |
(Unaudited) |
(Audited) |
(Unaudited) |
(Audited) |
(Audited) |
| Income |
|
|
|
|
|
| Sales and service income |
99,730 |
88,934 |
82,087 |
356,794 |
318,808 |
| Other operating income |
1,189 |
(1,842) |
4,695 |
5,995 |
14,056 |
| |
100,919 |
87,092 |
86,782 |
362,789 |
332,864 |
| Expenditure |
|
|
|
|
|
| Personnel costs (refer note 6) |
52,088 |
51,857 |
49,666 |
218,169 |
188,981 |
| Selling, general and administration
costs |
26,875 |
21,283 |
18,234 |
82,850 |
68,758 |
| Depreciation (net of transfer from
revaluation reserves) |
3,419 |
3,421 |
2,933 |
13,678 |
11,846 |
| |
82,382 |
76,561 |
70,833 |
314,697 |
269,585 |
| |
|
|
|
|
|
| Profit from operations before Other
Income and Interest |
18,537 |
10,531 |
15,949 |
48,092 |
63,279 |
| Other income |
3,947 |
2,261 |
1,922 |
10,005 |
7,887 |
| Profit before
interest |
22,484 |
12,792 |
17,871 |
58,097 |
71,166 |
| Interest (income)/costs |
(65) |
158 |
102 |
268 |
478 |
| Impairment of intangibles (refer note
10) |
-- |
|
-- |
8,918 |
-- |
| Profit before prior period items and
tax |
22,549 |
12,634 |
17,769 |
48,911 |
70,688 |
| |
|
|
|
|
|
| Tax expenses |
2,507 |
3,607 |
275 |
7,155 |
8,371 |
| Profit after tax and before prior
period items |
20,042 |
9,027 |
17,494 |
41,756 |
62,317 |
| |
|
|
|
|
|
| Prior period items (refer note 9) |
-- |
-- |
-- |
(1,610) |
-- |
| Net Profit for the
period |
20,042 |
9,027 |
17,494 |
40,146 |
62,317 |
| |
|
|
|
|
|
| Paid up equity share capital (Face value per
equity share of Rs 2 each) |
2,690 |
2,681 |
2,628 |
2,690 |
2,628 |
| Reserves excluding revaluation reserves |
|
|
|
366,160 |
320,018 |
| |
|
|
|
|
|
| Earnings per equity share of Rs
2 each |
|
|
|
|
|
| - Basic |
14.94 |
6.74 |
13.35 |
30.07 |
47.90 |
| - Diluted |
14.81 |
6.60 |
13.00 |
29.58 |
46.44 |
| Dividend per share
(Face value per equity share of Rs 2 each) |
|
|
|
|
63.00 |
| Public Shareholding |
|
|
|
|
|
| - Number of Shares |
24,403,418 |
23,972,257 |
71,327,878 |
24,403,418 |
71,327,878 |
| - Percentage of
Shareholding |
18.14 |
17.88 |
54.28 |
18.14 |
54.28 |
| Promoters and Promoter group
Shareholding |
|
|
|
|
|
| a) Pledge/Encumbered |
|
|
|
|
|
| - Number of shares |
-- |
-- |
-- |
-- |
-- |
| - Percentage of shares (as a % of the
total shareholding of promoter group) |
-- |
-- |
-- |
-- |
-- |
| - Percentage of shares (as a % of the
total share capital of the Company) |
-- |
-- |
-- |
-- |
-- |
| b) Non-encumbered |
|
|
|
|
|
| - Number of shares |
110,090,715 |
110,090,715 |
60,091,202 |
110,090,715 |
60,091,202 |
| - Percentage of shares (as a % of the
total shareholding of promoters |
100.00 |
100.00 |
100.00 |
100.00 |
100.00 |
| and promoter group) |
|
|
|
|
|
| - Percentage of shares
(as a % of the total share capital of the Company) |
81.86 |
82.12 |
45.72 |
81.86 |
45.72 |
Notes :
1 The above statement of financial results was reviewed by the
Audit Committee and approved by the Board of Directors at its
meeting held on 25 January 2012.
2 On 12 May 2011, the Company was acquired by iGATE Corporation
("iGATE") through two of its wholly-owned subsidiaries, Pan-Asia
iGATE Solutions, ("iGATE Mauritius"), and iGATE Global
Solutions Limited ("iGS" and, together with iGATE Mauritius, the
"Purchasers"). The acquisition involved acquiring 60.1 million
shares or 45.0% of the outstanding share capital from the promoters
of the Company and 22.9 million shares (inclusive of the American
Depositary Shares representing 20.2 million shares) or 17.1% of the
outstanding share capital of the Company from General Atlantic
Mauritius Limited. Further in accordance with the requirements of
the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeover) Regulations, 1997, as amended, and a tender
offer pursuant to the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations of the U.S. Securities and
Exchange Commission, the Purchasers also acquired an additional
27.1 million shares or 20.3% of the outstanding shares of the
Company through a mandatory open public offer made on 8 April 2011
to the other shareholders of the Company. As of 31 December 2011,
the Purchasers hold 81.86% of outstanding shares.
3
| |
| Particulars |
As of 31
December |
| |
(Audited) |
(Audited) |
| |
2011 |
2010 |
| Shareholders' funds |
|
|
| a) Capital |
4,316 |
6,195 |
| b) Reserves and surplus |
366,170 |
320,029 |
| Loan funds |
|
|
| Secured loans |
120 |
107 |
| Deferred tax liability, net |
1,181 |
312 |
| TOTAL |
371,787 |
326,643 |
| |
|
|
| Goodwill and Intangible
Assets |
61,209 |
64,936 |
| Fixed assets, net |
60,933 |
65,619 |
| Investments |
168,804 |
126,149 |
| Deferred tax asset, net |
11,354 |
6,951 |
| Current assets, loans and
advances |
|
|
| a) Sundry debtors |
73,141 |
54,385 |
| b) Cash and bank balances |
22,598 |
35,337 |
| c) Unbilled revenue |
17,355 |
13,889 |
| d) Loans and advances |
41,320 |
36,952 |
| Less: Current liabilities and
provisions |
|
|
| a) Liabilities |
64,221 |
51,823 |
| b) Provisions |
20,706 |
25,752 |
| TOTAL |
371,787 |
326,643 |
| |
|
| * Share Capital includes Stock option
outstanding Rs 1,626 (2010: Rs 3,566) |
4 Investor complaints for the quarter ended 31 December 2011
| |
| Pending as on 1 October 2011 |
Received during the quarter |
Disposed of during the
quarter |
Unresolved at the end of the
quarter |
| -- |
13 |
13 |
-- |
5 Statement of Utilisation of ADS Funds as of 31 December
2011
| |
| |
No of shares |
Price |
Amount |
Amount |
| |
|
|
2011 |
2010 |
| Amount raised through ADS ( 6,156,250
ADSs @ $20.34 per ADS ) |
12,312,500 |
466 |
57,393 |
57,393 |
| Share issue expenses |
|
|
3,694 |
3,694 |
| Net proceeds |
|
|
53,699 |
53,699 |
| Deployment : |
|
|
|
|
| 1 Held as short term
investments |
|
|
5,931 |
8,834 |
| 2 Utilised for Capital expenditure
for office facilities |
|
|
47,768 |
44,865 |
| Total |
|
|
53,699 |
53,699 |
6 As a result of acquisition of the Company, the management
terminated the services of certain employees and the Company
incurred Rs 5,964 of severance costs which have been included
in Personnel costs in year ended 31 December 2011.
7 With effect from 1 April 2011, the Company has aligned the
estimated useful lives of Furniture and Fixtures and Electrical
Installations with those followed by iGATE Corporation, its
ultimate parent Company.
8 The Company finalised the amount of incentive payable to
certain employees for the fiscal year 31 December 2010 based on
completion of employee appraisals during the year ended 31 December
2011. Accordingly, the Company has reversed incentive accrual
amounting to Rs 2,841 (net of provisions for overachievements)
which has been included under Personnel costs in profit and loss
account for the year ended 31 December 2011.
9 Prior period items:
Prior period item for the year ended 31 December 2011 includes
following items:
| |
| Particulars |
31 December
2011 |
31 December 2010 |
| Provision for long term medical benefits |
673 |
-- |
| Compensated absences |
(81) |
-- |
| Deferred cost for revenue
contracts |
1,018 |
-- |
| Total |
1,610 |
-- |
10 During quarter 2, the Company evaluated certain IPR with
value of Rs 8,918 and concluded that they were impaired as a
result of substantial decline in expected cash flows and change in
business strategy for usage of IPR. Accordingly, in the year ended
31 December 2011, the Company recorded an impairment charge of Rs
8,918.
11 Consequent to iGATE acquiring majority ownership in the
Company, there has been change in operational and management
structure of the Company. With this change, the board of directors
and CEO of the Company review the performance of the Company as one
primary segment. Accordingly, no segment disclosure is made
for primary business segment.
12 On 16 November 2011, the Company informed that it was
seeking the consent of its Members to a delisting proposal received
from Pan-Asia iGATE Solutions and iGATE Global Solutions Limited, a
part of the Promoter Group of the Company, to voluntarily delist
the equity shares of the Company from the National Stock Exchange
of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE)
where the equity shares of the Company are presently listed and the
American Depository Shares ("ADSs") of the Company from the New
York Stock Exchange ("NYSE"), where the ADSs of the Company are
presently listed, by way of postal ballot pursuant to the
provisions of Section 192A (2) of the Companies Act, 1956 read with
the Companies (Passing of the Resolutions by Postal Ballot) Rules,
2011.
The Postal Ballot closed at 1700 hours IST on 6 January
2012 and the Special Resolution contained in the Postal Ballot
Notice dated 5 December 2011 was duly passed by the requisite
majority as required under Section 189(2) of the Companies Act,
1956, Regulation 8(1) (b) of the Securities and Exchange Board
of India ("SEBI") (Delisting of Equity Shares) Regulations, 2009
("Delisting Regulations") as well as the applicable rules of the
NYSE and the U.S. Securities and Exchange Commission (SEC) and the
U. S. Securities Exchange Act of 1934, all as amended from time to
time.
The delisting offer (the "Delisting Offer") involves a price
discovery mechanism, which is known in India as a "Reverse Book
Building Process." The offer price (the "Offer Price") (i.e., the
price at which the Shares of the Public Shareholders are to be
purchased pursuant to the Delisting Offer) is determined after
establishment of a statutorily prescribed "floor price," which is
determined in accordance with Delisting Regulations. Accordingly,
the floor price for the Delisting Offer of Rs 356.74 per share
was determined.
The NSE gave an in-principle approval of the Delisting Proposal
on 13 January 2012 and the BSE gave its in-principle approval on 19
January 2012; subject to certain terms and conditions being
fulfilled. The Company is awaiting approvals from other authorities
including the RBI and SEC. Once all approvals are in place, a
public announcement will be made in accordance with the Delisting
Regulations.
The entire process including payment of consideration to the
shareholders who have validly tendered shares would take up to 30
days while the actual delisting from the exchanges would take up to
60 days, from the date of the public announcement.
13 Previous period's figures have been appropriately
reclassified/regrouped to conform to the current period's
presentation.
| |
|
By Order of the Board |
| |
|
for Patni Computer Systems
Limited |
| |
|
|
| Bangalore |
|
Phaneesh Murthy |
| 25 January 2012 |
|
CEO & Managing Director |
| |
| Patni Computer Systems
Limited and Subsidiaries |
| Registered Office : Level II,
Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013,
India. |
| Corporate Office : Akruti ,
MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India. |
| Summary of Consolidated
financial results of Patni Computer Systems Limited and
subsidiaries for the quarter and year ended 31 December 2011,
prepared as per US GAAP |
| |
|
|
|
|
|
|
| US $ in lakhs except
share data |
| |
Three months
ended |
|
|
| |
|
|
|
16 May 2011
through |
1 January 2011 |
Year ended |
| |
31 December
2011 |
31 December 2010 |
30 September 2011 |
31 December
2011 |
through 15 May
2011 |
31 December 2010 |
| |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Audited) |
| |
Successor
Company |
Predecessor Company |
Successor Company |
Successor
Company |
Predecessor
Company |
Predecessor Company |
| |
|
|
|
|
|
|
| Net revenues |
1,942 |
1,830 |
1,910 |
4,795 |
2,799 |
7,017 |
| Cost of revenues (exclusive of depreciation
and amortization) |
1,174 |
1,165 |
1,219 |
3,029 |
1,797 |
4,278 |
| Gross profit |
768 |
665 |
691 |
1,766 |
1,002 |
2,739 |
| Selling, general and administrative
expenses |
342 |
342 |
355 |
952 |
680 |
1,344 |
| Depreciation and amortization |
113 |
73 |
111 |
289 |
110 |
285 |
| Foreign exchange (gain)/loss, net |
(4) |
(81) |
68 |
32 |
(92) |
(220) |
| Operating income |
317 |
331 |
157 |
493 |
304 |
1,330 |
| Interest and dividend income |
38 |
22 |
36 |
96 |
48 |
134 |
| Interest income/(expense) |
1 |
8 |
(4) |
(4) |
(2) |
(11) |
| Interest expense reversed |
8 |
-- |
-- |
8 |
-- |
11 |
| Gain/(loss) on sale of investments, net |
25 |
24 |
(2) |
29 |
11 |
56 |
| Other income, net |
6 |
2 |
3 |
11 |
5 |
5 |
| Income before income
taxes |
395 |
387 |
190 |
633 |
366 |
1,525 |
| Income taxes |
119 |
(7) |
20 |
160 |
104 |
193 |
| Net Income |
276 |
394 |
170 |
473 |
262 |
1,332 |
| Earnings per share |
|
|
|
|
|
|
| - Basic |
$0.21 |
$0.30 |
$0.13 |
$0.35 |
$0.20 |
$1.02 |
| - Diluted |
$0.20 |
$0.29 |
$0.13 |
$0.35 |
$0.19 |
$0.99 |
| Weighted average number of common
shares used in computing earnings per share |
|
|
|
|
|
|
| - Basic |
134,115,493 |
131,142,633 |
134,020,900 |
134,645,493 |
131,464,575 |
130,101,442 |
| - Diluted |
135,405,670 |
134,506,173 |
135,457,278 |
135,444,474 |
135,165,637 |
133,848,374 |
| Total assets |
14,772 |
8,728 |
15,773 |
14,772 |
|
8,728 |
| Cash and cash equivalents |
423 |
787 |
433 |
423 |
|
787 |
| Investments |
3,224 |
2,836 |
3,238 |
3,224 |
|
2,836 |
Notes:
1 The above summary of consolidated unaudited financial results
were taken on record by the Board of Directors at its meeting held
on 25 January 2012.
2 On 12 May 2011, the Company was acquired by iGATE Corporation
("iGATE") through two of its wholly-owned subsidiaries, Pan-Asia
iGATE Solutions, ("iGATE Mauritius"), and iGATE Global Solutions
Limited ("iGS" and, together with iGATE Mauritius, the
"Purchasers"). The acquisition involved acquiring 60.1 million
shares or 45.0% of the outstanding share capital from the promoters
of the Company and 22.9 million shares (inclusive of the American
Depositary Shares representing 20.2 million shares) or 17.1% of the
outstanding share capital of the Company from General Atlantic
Mauritius Limited. Further in accordance with the requirements of
the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeover) Regulations, 1997, as amended, and a tender
offer pursuant to the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations of the U.S. Securities and
Exchange Commission, the Purchasers also acquired an additional
27.1 million shares or 20.3% of the outstanding shares of the
Company through a mandatory open public offer made on 8 April 2011
to the other shareholders of the Company. As of 31 December 2011,
iGATE Corporation holds 81.86% of outstanding shares.
3 For convenience, the Company has used a cut-off date of 15 May
2011 as the acquisition date since the transactions from 13 May
2011 and 14 May 2011 were insignificant. FASB ASC 805-50-S99
"Business Combinations-Related issues" governs the application of
push down accounting in situations where ownership is increased to
80% or more. As on the acquisition date the Purchasers owned 82.40%
of the outstanding shares of the Company. As a result of the
significant change in share ownership, the post 15 May 2011
Consolidated Financial Statements reflect the new basis of
accounting as required by the authoritative guidance under ASC
805-50-S99, and have applied the SEC rules and guidance regarding
"push down" accounting treatment. Accordingly, the Company's
Consolidated Financial Statements prior to the acquisition by iGATE
reflect the historical accounting basis in its assets and
liabilities and are labeled Predecessor Company, while such
Consolidated Financial Statements subsequent to the acquisition by
iGATE are labeled Successor Company and reflect the push down basis
of accounting for the fair values of assets and liabilities
acquired by iGATE. This effect is presented in the Company's
Consolidated Financial Statements by a vertical black line division
between the columns entitled Predecessor Company and Successor
Company on the statements. The black line signifies that the
amounts shown for the periods prior to and subsequent to the iGATE
acquisition are not comparable.
The acquisition has been accounted for under the acquisition
method of accounting in accordance with ASC 805, "Business
Combination". The total purchase price and noncontrolling interest
in connection with the transaction has been allocated to the
Company's net tangible and intangible assets based on the values at
the date of acquisition. The excess purchase price beyond amounts
allocated to net tangible and intangible assets has been recorded
as Goodwill. The Company does not expect the Goodwill recognized to
be deductible for income tax
purposes.
4 As a result of acquisition of the Company, the management
terminated the services of certain employees. The Company incurred
$71 and $62 of severance costs included in Selling and
Administrative expenses in the period 1 January 2011 through 15 May
2011 and 16 May 2011 through 31 December 2011, respectively.
5 On 16 November 2011, the Company informed that it was
seeking the consent of its Members to a delisting proposal received
from Pan-Asia iGATE Solutions and iGATE Global Solutions Limited, a
part of the Promoter Group of the Company, to voluntarily delist
the equity shares of the Company from the National Stock Exchange
of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE)
where the equity shares of the Company are presently listed and the
American Depository Shares ("ADSs") of the Company from the New
York Stock Exchange ("NYSE"), where the ADSs of the Company are
presently listed, by way of postal ballot pursuant to the
provisions of Section 192A (2) of the Companies Act, 1956 read with
the Companies (Passing of the Resolutions by Postal Ballot) Rules,
2011.
The Postal Ballot closed at 1700 hours IST on 6 January
2012 and the Special Resolution contained in the Postal Ballot
Notice dated 5 December 2011 was duly passed by the requisite
majority as required under Section 189(2) of the Companies Act,
1956, Regulation 8(1) (b) of the Securities and Exchange Board
of India ("SEBI") (Delisting of Equity Shares) Regulations, 2009
("Delisting Regulations") as well as the applicable rules of the
NYSE and the U.S. Securities and Exchange Commission (SEC) and the
U. S. Securities Exchange Act of 1934, all as amended from time to
time.
The delisting offer (the "Delisting Offer") involves a price
discovery mechanism, which is known in India as a "Reverse Book
Building Process." The offer price (the "Offer Price") (i.e., the
price at which the Shares of the Public Shareholders are to be
purchased pursuant to the Delisting Offer) is determined after
establishment of a statutorily prescribed "floor price," which is
determined in accordance with Delisting Regulations. Accordingly,
the floor price for the Delisting Offer of Rs 356.74 per share
was determined.
The NSE gave an in-principle approval of the delisting proposal
on 13 January 2012 and the BSE gave its in-principle approval on 19
January 2012; subject to certain terms and conditions being
fulfilled. The Company is awaiting approvals from other authorities
including the RBI and SEC. Once all approvals are in place, a
public announcement will be made in accordance with the Delisting
Regulations.
The entire process including payment of consideration to the
shareholders who have validly tendered shares would take up to 30
days while the actual delisting from the exchanges would take up to
60 days, from the date of the public announcement.
6 Certain reclassifications of the prior period amounts and
presentation have been made to conform to the presentation adopted
for the current period in line with iGATE's presentation in
financial statements.
- Depreciation and amortization expense is reclassified
from cost of revenues and selling, general and administrative
expenses, respectively, and disclosed separately on the face of the
Statement of Income.
- Certain costs relating to office rent, electricity,
water, diesel, repair and maintenance are reclassified from cost of
revenues and included as part of selling, general and
administrative expenses.
| Patni Computer Systems
Limited and Subsidiaries |
| Registered Office : Level II,
Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013,
India. |
| Corporate Office : Akruti ,
MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India. |
| Summary of financial
statements prepared as per US GAAP - Convenience translation
(Unaudited) |
| |
|
|
|
|
|
|
| Rs in lakhs
except share data |
| |
Three months
ended |
|
|
| |
|
|
|
16 May 2011
through |
1 January 2011 |
Year ended |
| |
31 December
2011 |
31 December 2010 |
30 September 2011 |
31 December
2011 |
through 15 May
2011 |
31 December 2010 |
| |
Successor
Company |
Predecessor Company |
Successor Company |
Successor
Company |
Predecessor
Company |
Predecessor Company |
| Exchange Rate (Rs) |
53.01 |
44.80 |
49.05 |
53.01 |
44.86 |
44.80 |
| Net revenues |
102,954 |
82,003 |
93,668 |
254,156 |
125,555 |
314,361 |
| Cost of revenues (exclusive of depreciation
and amortization) |
62,235 |
52,178 |
59,771 |
160,552 |
80,586 |
191,649 |
| Gross profit |
40,719 |
29,825 |
33,897 |
93,604 |
44,969 |
122,712 |
| Selling, general and administrative
expenses |
18,141 |
15,376 |
17,442 |
50,472 |
30,513 |
60,228 |
| Depreciation and amortization |
5,994 |
3,255 |
5,428 |
15,331 |
4,922 |
12,744 |
| Foreign exchange (gain)/loss, net |
(204) |
(3,638) |
3,339 |
1,674 |
(4,111) |
(9,860) |
| Operating income |
16,788 |
14,832 |
7,688 |
26,127 |
13,645 |
59,600 |
| Interest and dividend income |
2,047 |
990 |
1,753 |
5,093 |
2,133 |
6,000 |
| Interest income/(expense) |
59 |
373 |
(167) |
(212) |
(96) |
(472) |
| Interest expense reversed |
433 |
-- |
-- |
433 |
-- |
477 |
| Gain/(loss) on sale of investments, net |
1,323 |
1,075 |
(111) |
1,540 |
473 |
2,510 |
| Other income, net |
302 |
80 |
163 |
550 |
236 |
212 |
| Income before income
taxes |
20,952 |
17,350 |
9,326 |
33,531 |
16,391 |
68,327 |
| Income taxes |
6,337 |
(297) |
979 |
8,447 |
4,646 |
8,663 |
| Net Income |
14,615 |
17,647 |
8,347 |
25,084 |
11,745 |
59,664 |
| Earnings per share |
|
|
|
|
|
|
| - Basic |
10.90 |
13.46 |
6.23 |
18.63 |
8.93 |
45.86 |
| - Diluted |
10.79 |
13.12 |
6.16 |
18.52 |
8.69 |
44.58 |
| |
|
|
|
|
|
|
| Total assets |
783,088 |
391,007 |
773,656 |
783,088 |
|
391,007 |
| Cash and cash equivalents |
22,424 |
35,273 |
21,225 |
22,424 |
|
35,273 |
| Investments |
170,879 |
127,069 |
158,846 |
170,879 |
|
127,069 |
Disclaimer:
We have translated the financial data derived from our
consolidated financial statements prepared in accordance with US
GAAP for each period at the noon buying rate in the City of New
York on the last business day of such period for cable transfers in
Rupees as certified for customs purposes by the Federal Reserve
Bank of New York. The translations should not be considered as a
representation that such US Dollar amounts have been, could have
been or could be converted into Rupees at any particular rate, the
rate stated above, or at all. Investors are cautioned not to rely
on such translated amounts.
| |
|
By Order of the Board |
| |
|
for Patni Computer Systems
Limited |
| |
|
|
| Bangalore |
|
Phaneesh Murthy |
| 25 January 2012 |
|
CEO & Managing Director |
CONTACT: Investor Contact:
Araceli Roiz
+1 (510) 896 3007
Araceli.roiz@igatepatni.com
Media Contact:
Prabhanjan Deshpande "PD"
+91 80 4104 5006
PD@igatepatni.com
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