Notice
Notice is hereby given that the thirtieth Annual General Meeting (AGM) of the members of Infosys Technologies Limited will be held on Saturday, June 11, 2011, 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, 2011, 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, 2011.
Item no. 3 – Re-appointment of Srinath Batni
To appoint a director in place of Srinath Batni, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 4 – Re-appointment of Sridar A. Iyengar
To appoint a director in place of Sridar A. Iyengar, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 5 – Re-appointment of Deepak M. Satwalekar
To appoint a director in place of Deepak M. Satwalekar, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 6 – Re-appointment of Dr. Omkar Goswami
To appoint a director in place of Dr. Omkar Goswami, who retires by rotation and, being eligible, seeks re-appointment.
Item no. 7 – Retirement of K. Dinesh
To resolve not to fill the vacancy for the time being in the Board, caused by the retirement of K. Dinesh, who retires by rotation and does not seek re-appointment.
Item no. 8 – Appointment of 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 (Firm registration number 101248W), 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 – Appointment of R. Seshasayee as a Director, liable to retire by rotation
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution
Resolved that R. Seshasayee, be and is hereby appointed as a Director of the Company, liable to retire by rotation.
Item no. 10 – Appointment of Ravi Venkatesan as a Director, liable to retire by rotation
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution
Resolved that Ravi Venkatesan, be and is hereby appointed as a Director of the Company, liable to retire by rotation.
Item no. 11 – Appointment of S. Gopalakrishnan as Whole-time Director
To consider and, if thought fit, to pass with or without modification(s), the following as an ordinary resolution :
Resolved that pursuant to the provisions of Section(s) 269, read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the Company be and is hereby accorded to the appointment of S. Gopalakrishnan, as Whole-time Director of the Company for a period of five years, with effect from August 21, 2011 (subject to the retirement policy applicable to the Board of Directors of the Company) on the terms and conditions as stated in the explanatory statement and on the remuneration set out below :
1. Salary per month : |
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2. Bonus : Up to a maximum of 20% of the salary, payable quarterly or at other intervals, as may be decided by the Board of Directors (‘the Board’). |
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3. Company performance linked incentive : Payable quarterly or at other intervals, as may be decided by the Board. |
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4. Individual performance linked incentive : Payable quarterly or at other intervals, as may be decided by the Board. |
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5. Perquisites and allowances : |
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| 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. |
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| 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. |
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| c. | Leave travel concession / allowance : For self and family once in a year, as decided by the Board from time to time. |
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| d. | Club fees : Fees payable subject to a maximum of two clubs. |
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| e. | Provision for driver / driver’s salary allowance : As per the rules of the Company. |
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| f. | Personal accident insurance : As per the rules of the Company. |
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6. Other benefits : |
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| a. | Earned / privilege leave : As per the rules of the Company. |
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| b. | Company’s contribution to provident fund and superannuation fund : As per the rules of the Company. |
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| c. | Gratuity : As per the rules of the Company. |
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| d. | Encashment of leave : As per the rules of the Company. |
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| 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. |
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2,90,550 in the scale of Minimum remuneration :
Resolved further that notwithstanding anything herein above stated, where in any financial year closing on and after March 31, 2012, the Company incurs a loss or its profits are inadequate, the Company shall pay to S. Gopalakrishnan the remuneration by way of salary, bonus and other allowances not exceeding the limits specified under Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956 (including any statutory modifications or re-enactment(s) 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.
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 S. Gopalakrishnan.
Item no. 12 – Appointment of S. D. Shibulal as Chief Executive Officer and Managing Director
To consider and, if thought fit, to pass with or without modifications, the following as an ordinary resolution :
Resolved that pursuant to the provisions of Section(s) 269 read with Schedule XIII, and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactment(s) thereof, for the time being in force), approval of the Company be and is hereby accorded to the appointment of S. D. Shibulal, as Chief Executive Officer and Managing Director of the Company for a period of five years, with effect from August 21, 2011 (subject to the retirement policy applicable to the Board of Directors of the Company) on the terms and conditions as stated in the explanatory statement and on the remuneration set out below :
1. Salary per month : |
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2. Bonus : 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). |
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3. Company performance linked incentive : Payable quarterly or at other intervals, as may be decided by the Board. |
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4. Individual performance linked incentive : Payable quarterly or at other intervals, as may be decided by the Board. |
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5. Perquisites and allowances : |
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| 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 the Income Tax Rules, 1962. |
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| 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. |
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| c. | Leave travel concession / allowance : For self and family once in a year, as decided by the Board from time to time. |
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| d. | Club fees : Fees payable subject to a maximum of two clubs. |
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| e. | Provision for driver / driver’s salary allowance : As per the rules of the Company. |
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| f. | Personal accident insurance : As per the rules of the Company. |
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6. Other benefits : |
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| a. | Earned / privilege leave : As per the rules of the Company. |
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| 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. |
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Minimum remuneration :
Resolved further that notwithstanding anything herein above stated, where in any financial year closing on and after March 31, 2012, the Company incurs a loss or its profits are inadequate, the Company shall pay to S. D. Shibulal the remuneration by way of salary, bonus and other allowances not exceeding the limits specified under Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956 (including any statutory modifications or re-enactment(s) 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.
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 S. D. Shibulal.
Item no. 13 – Change in the name of the Company
To consider and, if thought fit, to pass with or without modifications, the following as a special resolution :
Resolved that subject to the approval of the Central Government under Section 21 and other applicable provisions, if any, of the Companies Act, 1956, the name of the Company be changed from Infosys Technologies Limited to Infosys Limited and that the name of the Company shall be Infosys Limited with effect from the date of issue of Certificate of Incorporation by the Registrar of Companies, Karnataka, in that behalf, and accordingly, the name Infosys Technologies Limited wherever it occurs in the Memorandum and Articles of Association of the Company be substituted by the name Infosys Limited.
Resolved further that, the Board of Directors be and are hereby authorized to take all necessary steps for giving effect to the aforesaid resolution.
Registered office : Bangalore |
by order of the Board of Directors
K. Parvatheesam |
