Wipro: Consolidating its Foreign Businesses under one Roof

In April this year, Wipro Limited decided to merge its wholly owned subsidiaries, which it acquired from NewLogic Technologies group in 2005 with itself.

Wipro Limited (Wipro), is a leading global information technology, consulting and business process services company. The company harnesses the power of cognitive computing, hyper-automation, robotics, cloud, analytics and emerging technologies which help clients adapt to the digital world. The company is globally recognized for its comprehensive portfolio of services and has 160,000 dedicated employees serving clients across six continents.

Wipro Information Technology Austria Gmbh (WIT), is a wholly owned subsidiary of Wipro Holdings UK Limited incorporated and domiciled in Austria. The company is engaged in the business of acquisition, holding and disposition of participation in other enterprises. The company’s ultimate holding company is Wipro Limited.

Wipro Technologies Austria Gmbh (WT), based in Feldkirch, Austria, designs and sells microprocessors, and related technology and software. It also offers design development systems; maintenance of software/hardware and related services; and business process services. The company offers its products for the enhancement of integrated circuit (IC) applications primarily focused on wireless and communication industry. The company is a wholly owned subsidiary of Wipro Information Technology Austria Gmbh.

New Logic Technologies SARL (Newlogic) is a is a French limited liability company engaged in the business of designing microprocessors, related technology, software, and sell design development systems (soft IP), to enhance the performance, cost-effectiveness and power efficiency of IC applications mainly focused on the wireless & communication industry.

After merger, the transferor companies will have deemed to be a ‘branch office’ of the Indian company instead of the separate entities.

Appirio India Cloud Solutions Private Limited (Appirio) is engaged in software publishing, consultancy and supply. Software publishing includes production, supply and documentation of ready-made (non-customised) software, operating systems software, business & other applications software, computer games software for all platforms. Consultancy includes providing the best solution in the form of custom software after analyzing the users’ needs and problems. Custom software also includes made-to-order software based on orders from specific users. Also, included are writing of software of any kind following directives of the users; software maintenance, web-page design.

Also Read:- Wipro on a acquisition spree in the last decade.

Transaction

The scheme of amalgamation provides for merger of Wipro Technologies Austria GmbH, Wipro Information Technology Austria GmbH, Newlogic Technologies SARL and Appirio India Cloud Solutions Private Limited with Wipro Limited.

Since all the four transferor companies are directly/indirectly WoS of Wipro Limited there is no change in the shareholding pattern.

Accounting Treatment

As per the scheme accounting treatment will be as per Ind AS 103.

ElementsTransferee CompanyAssets and Liabilities and reservesAssets and Liabilities and reserves of Transferor Company at the existing carrying amounts in the same form.

Difference between investments held by the transferee company and assets, liabilities and reserves held by the transferor companies will be transferred to Common Control Transactions Capital Reserve (separately from other capital reserves).

Financials for FY18

Table 1: Financials of all companies(All Figures in INR Crores)

ParticularsWipro Limited (Consolidated)Wipro Technologies Austria GmbhWipro Information Technologies Austria GmbhNewLogic Technology SARLAppirio>Revenue54,487.1028.0586.520.6376.00PAT8,008.004.68–0.560.4611.00PAT Margin15%17%-1%73%14%Networth48,293.00–9.884.206.6738.00

Wipro Information Technologies Austria Gmbh & Wipro technologies Austria Gmbh are having significant loss. Further, Wipro Information Technologies Austria Gmbh has written off almost all of its investment in Wipro technologies Austria Gmbh.

Endnote

It seems the rationale for the merger is to consolidate its foreign IP business into the ultimate company. After merger, the transferor companies will be deemed to be a ‘branch office’ of the Indian company instead of the separate entities. The purpose for acquiring the company from NewLogic in 2005, seems to be achieved and now they are merging it with the main company.

Another rationale which need to be evaluated could be that the foreign laws are compiling Wipro to merge those company into itself.