Notice
Notice is hereby given that the twenty-ninth Annual General Meeting (AGM) of the members of Infosys Technologies Limited will be held on Saturday, June 12, 2010, at 3.00 p.m. IST at the Christ University Auditorium, Hosur Road, Bangalore 560 029, Karnataka, India, to transact the following business :
Ordinary business
Item no. 1 – Adoption of accounts
To receive, consider and adopt the Balance Sheet as at March 31, 2010, the Profit and Loss account for the year ended on that date and the Report of the Directors' and the Auditors' thereon.
Item no. 2 – Declaration of dividend
To declare a final dividend for the financial year ended March 31, 2010.
Item no. 3 – Re-appointment of N. R. Narayana Murthy
To appoint a director in place of N. R. Narayana Murthy, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 4 – Re-appointment of Prof. Marti G. Subrahmanyam
To appoint a director in place of Prof. Marti G. Subrahmanyam, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 5 – Re-appointment of S. Gopalakrishnan
To appoint a director in place of S. Gopalakrishnan, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 6 – Re-appointment of S. D. Shibulal
To appoint a director in place of S. D. Shibulal, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 7 – Re-appointment of T. V. Mohandas Pai
To appoint a director in place of T. V. Mohandas Pai, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 8 – Appointment of Statutory Auditors
To appoint auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration and to pass the following resolution thereof :
"Resolved that B S R & Co., Chartered Accountants, be and are hereby re-appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors in consultation with the Auditors, and the remuneration may be paid on a progressive billing basis to be agreed between the Auditors and the Board of Directors.”
Special business
Item no. 9 – Re-appointment of T. V. Mohandas Pai as whole-time director
To consider and if thought fit, to pass with or without modification(s), the following resolution as ordinary resolution
Resolved that pursuant to the provisions of Sections 198, 269, 309, 310 and 311, Schedule XIII, and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in force) and subject to such sanctions and approvals as may be necessary, approval of the Company be and is hereby accorded to the re-appointment of T. V. Mohandas Pai, as director in the whole-time employment of the Company for a further period of five years, with effect from May 27, 2010, as per the terms and conditions as stated in the explanatory statement and on the remuneration set out as follows :
- Salary per month – Rs. 3,00,000/- in the scale of Rs. 3,00,000/- to Rs. 5,00,000/-.
- Bonus – T. V. Mohandas Pai shall be entitled to a bonus of up to a maximum of 20% of the salary, payable quarterly or at other intervals, as may be decided by the Board of Directors (Board).
- Company performance linked incentive – T. V. Mohandas Pai shall be entitled to the company performance linked incentive, payable quarterly or at other intervals, as may be decided by the Board.
- Individual performance linked incentive – T. V. Mohandas Pai shall be entitled to the individual performance linked incentive, payable quarterly or at other intervals, as may be decided by the Board.
- Long-term bonus plan – T. V. Mohandas Pai shall be entitled to a bonus payment, as may be decided by the Board, pursuant to the terms of the long-term bonus plan applicable for the senior officers of the Company.
Perquisites and allowances :
T. V. Mohandas Pai shall be entitled to the following perquisites and allowances :
| a. | Housing – Furnished / unfurnished residential accommodation or house rent allowance up to 10% of the salary in lieu thereof. The expenditure incurred by the Company on gas, electricity, water and furnishings, if any, shall be valued as per Income Tax Rules, 1962. |
| b. | Medical reimbursement / allowance – Reimbursement of actual expenses for self and family and / or allowance will be paid as decided by the Board from time to time. |
| c. | Leave travel concession / allowance – For self and family once in a year, as decided by the Board from time to time. |
| d. | Club fees – Fees payable subject to a maximum of two clubs. |
| e. | Provision for driver / driver's salary allowance – As per the rules of the Company. |
| f. | Personal accident insurance – As per the rules of the Company. |
Other benefits :
| a. | Earned / privilege leave – As per the rules of the Company. |
| b. | Company's contribution to provident fund and superannuation fund – As per the rules of the Company. |
| c. | Gratuity – As per the rules of the Company. |
| d. | Encashment of leave – As per the rules of the Company. |
| e. | Company car and telephone – Use of the Company's car and telephone at the residence for official purposes, as per the rules of the Company. |
Resolved further that the Board of Directors of the Company be and are hereby authorized to vary, alter or modify the different components of the above-stated remuneration as may be agreed to by the Board of Directors and T. V. Mohandas Pai.
Resolved further that notwithstanding the statements made above where in any financial year closing on and after March 31, 2011, the Company incurs a loss or its profits are inadequate, the Company shall pay to T. V. Mohandas Pai the remuneration by way of salary, performance bonus and other allowances not exceeding the limits specified under Paragraph 2 of Section II, Part II of Schedule XIII of the Companies Act, 1956 (including any statutory modifications or re-enactments thereof, for the time being in force), or such other limits as may be prescribed by the government from time to time as minimum remuneration.
Item no. 10 – Re-appointment of Srinath Batni as whole-time director
To consider and if thought fit, to pass with or without modification(s), the following resolution as ordinary resolution
Resolved that pursuant to the provisions of Sections 198, 269, 309, 310 and 311, Schedule XIII, and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in force) and subject to such sanctions and approvals as may be necessary, approval of the Company be and is hereby accorded to the re-appointment of Srinath Batni, as director in the whole-time employment of the Company for a further period of five years, with effect from May 27, 2010, as per the terms and conditions as stated in the explanatory statement and on the remuneration set out as follows :
| 1. | Salary per month – Rs. 3,00,000/- in the scale of Rs. 3,00,000/- to Rs. 5,00,000/-. |
| 2. | Bonus – Srinath Batni shall be entitled to a bonus of up to a maximum of 20% of the salary, payable quarterly or at other intervals, as may be decided by the Board of Directors (Board). |
| 3. | Company performance linked incentive – Srinath Batni shall be entitled to the company performance linked incentive, payable quarterly or at other intervals, as may be decided by the Board. |
| 4. | Individual performance linked incentive – Srinath Batni shall be entitled to the individual performance linked incentive, payable quarterly or at other intervals, as may be decided by the Board. |
| 5. | Long-term bonus plan – Srinath Batni shall be entitled to a bonus payment, as may be decided by the Board, pursuant to the terms of the long-term bonus plan applicable for the senior officers of the Company. |
Perquisites and allowances :
Srinath Batni shall be entitled to the following perquisites and allowances :
| a. | Housing – Furnished / unfurnished residential accommodation or house rent allowance up to 10% of the salary in lieu thereof. The expenditure incurred by the Company on gas, electricity, water and furnishings, if any, shall be valued as per Income Tax Rules, 1962. |
| b. | Medical reimbursement / allowance – Reimbursement of actual expenses for self and family and / or allowance will be paid as decided by the Board from time to time. |
| c. | Leave travel concession / allowance – For self and family once in a year, as decided by the Board from time to time. |
| d. | Club fees – Fees payable subject to a maximum of two clubs. |
| e. | Provision for driver / driver's salary allowance – As per the rules of the Company. |
| f. | Personal accident insurance – As per the rules of the Company. |
Other benefits :
| a. | Earned / privilege leave – As per the rules of the Company. |
| b. | Company's contribution to provident fund and superannuation fund – As per the rules of the Company. |
| c. | Gratuity – As per the rules of the Company. |
| d. | Encashment of leave – As per the rules of the Company. |
| e. | Company car and telephone – Use of the Company's car and telephone at the residence for official purposes, as per the rules of the Company. |
Resolved further that the Board of Directors of the Company be and are hereby authorized to vary, alter or modify the different components of the above-stated remuneration as may be agreed to by the Board of Directors and Srinath Batni.
Resolved further that notwithstanding the statements made above where in any financial year closing on and after March 31, 2011, the Company incurs a loss or its profits are inadequate, the Company shall pay to Srinath Batni the remuneration by way of salary, performance bonus and other allowances not exceeding the limits specified under Paragraph 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956 (including any statutory modifications or re-enactments thereof, for the time being in force), or such other limits as may be prescribed by the government from time to time as minimum remuneration.
Registered office : Bangalore |
by order of the Board of Directors
|
Notes
| 1. | A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. |
| 2. | The instrument appointing the proxy must be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting. |
| 3. | Members / proxies should bring duly-filled Attendance Slips sent herewith to attend the meeting. |
| 4. | The Register of Directors' shareholding, maintained under Section 307 of the Companies Act, 1956, will be available for inspection by the members at the AGM. |
| 5. | The Register of Contracts, maintained under Section 301 of the Companies Act, 1956, will be available for inspection by the members at the registered office of the Company. |
| 6. | The Register of Members and Share Transfer Books will remain closed from May 29, 2010 to June 12, 2010 (both days inclusive). |
| 7. | The certificate from the Auditors of the Company certifying that the Company's 1998 Stock Option Plan and 1999 Stock Option Plan are being implemented in accordance with SEBI Guidelines, 1999 (Employees Stock Option Scheme and Employees Stock Purchase Scheme), and in accordance with the resolution of the members passed at the general meeting will be available for inspection by the members at the AGM. |
| 8. | Subject to the provisions of Section 206A of the Companies Act, 1956, dividend as recommended by the Board of Directors, if declared at the meeting, will be payable on or after June 12, 2010 to those members whose names appear on the Register of Members as on May 28, 2010. |
| 9. | Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updates of savings bank account details to their respective depository participants. Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends. |
| 10. | Members are requested to address all correspondences, including dividend matters, to the Registrar and Share Transfer Agents, Karvy Computershare Private Limited, Plot No. 17 to 24, Near Image Hospital, Vittalrao Nagar, Madhapur 414, Hyderabad 500081, India. |
| 11. | Members wishing to claim dividends, which remain unclaimed, are requested to correspond with K. Parvatheesam, Company Secretary, at the Company's registered office. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will, as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund. |
| 12. | Infosys is concerned about the environment and utilizes natural resources in a sustainable way. We request you to update your email address with your depository participant to enable us to send you the quarterly reports via email. |