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 28, 2011 to June 11, 2011 (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 paid on June 13, 2011 to those members whose names appear on the Register of Members as on May 27, 2011. |
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 correspondence, 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. Recently, the Ministry of Corporate Affairs (MCA), Government of India, through its Circular Nos. 17 / 2011 and 18 / 2011, dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send official documents to their shareholders electronically as part of its green initiatives in corporate governance. Recognizing the spirit of the circular issued by the MCA, we henceforth propose to send documents like the Notice convening the general meetings, Financial Statements, Directors’ Report, Auditors’ Report, etc to the email address provided by you with your depositories. We request you to update your email address with your depository participant to ensure that the annual report and other documents reach you on your preferred email. |
Explanatory statement under Section 173 (2) of the Companies Act, 1956
Item no. 9
R. Seshasayee was co-opted as an Additional Director of the Company with effect from January 13, 2011, pursuant to Section 260 of the Companies Act, 1956, read with Article 114 of the Articles of Association of the Company. R. Seshasayee holds office of Director up to the date of the Annual General Meeting. The Company has received notice in writing from a member along with a deposit of 
500/- proposing the candidature of R. Seshasayee for the office of Director under the provisions of Section 257 of the Companies Act, 1956. None of the Directors of the Company other than R. Seshasayee is interested or concerned in the resolution.
The Board accordingly recommends the resolution as set out in Item no. 9 of the Notice for approval of the members.
Item no. 10
Ravi Venkatesan was co-opted as an Additional Director of the Company with effect from April 15, 2011, pursuant to Section 260 of the Companies Act, 1956, read with Article 114 of the Articles of Association of the Company. Ravi Venkatesan holds office of Director up to the date of the Annual General Meeting. The Company has received notice in writing from a member along with a deposit of 500/- proposing the candidature of Ravi Venkatesan for the office of Director under the provisions of Section 257 of the Companies Act, 1956. None of the Directors of the Company other than Ravi Venkatesan is interested or concerned in the resolution.
The Board accordingly recommends the resolution as set out in Item no. 10 of the Notice for approval of the members.
Item no. 11
The members of the Company at their meeting held on June 22, 2007 approved the appointment of S. Gopalakrishnan as Chief Executive Officer and Managing Director of the Company for a period of five years commencing June 22, 2007.
However, pursuant to the leadership succession changes announced by the Board on April 30, 2011, it is proposed to appoint S. Gopalakrishnan as the Whole-time Director (with the designation, Executive Co-Chairman of the Board) with effect from August 21, 2011. Accordingly, S. Gopalakrishnan will relinquish the office of Chief Executive Officer and Managing Director on August 20, 2011.
The appointment as Whole-time Director is subject to the approval of members. The terms and conditions of his appointment are as follows :
1. |
Period of appointment : Five years beginning August 21, 2011 and ending on August 20, 2016, subject to the retirement policy applicable to the Board of Directors of the Company. |
2. |
Details of remuneration : As provided in the resolution. |
3. |
The agreement, executed between the Company and S. Gopalakrishnan, may be terminated by either party by giving six months notice in writing of such termination. |
4. |
S. Gopalakrishnan shall perform such duties as shall from time to time be entrusted to him, subject to the superintendence, guidance and control of the Board of Directors and he shall perform such other duties as shall from time to time be entrusted to him by the Board of Directors. |
The resolution seeks the approval of the members in terms of Section 269 read with Schedule XIII and other applicable provisions of the Companies Act, 1956 for the appointment of S. Gopalakrishnan as the Whole-time Director of the Company for a period of five years commencing from August 21, 2011.
No director, except S. Gopalakrishnan, is interested or concerned in the appointment and remuneration payable to S. Gopalakrishnan as Whole-time Director.
The terms of appointment of S. Gopalakrishnan, as stated in this notice, may be treated as the abstract under Section 302 of the Companies Act, 1956. The copies of relevant resolutions of the Board with respect to the appointment is available for inspection by members at the registered office of the Company during working hours on any working day till the date of the Annual General Meeting.
The Board accordingly recommends the resolution as set out in Item no. 11 for approval of the members.
Item no. 12
The members of the Company at their meeting held on June 22, 2007 approved the appointment of S. D. Shibulal as Whole-time Director of the Company for a period of five years commencing January 10, 2007.
The Board of Directors at their meeting held on April 30, 2011, resolved to appoint S. D. Shibulal as the Chief Executive Officer and Managing Director of the Company, commencing August 21, 2011.
The appointment is subject to the approval of members. The terms and conditions of his appointment are as follows :
1. |
Period of appointment : Five years beginning August 21, 2011 and ending on August 20, 2016, subject to the retirement policy applicable to the Board of Directors of the Company. |
2. |
Details of remuneration : As provided in the resolution. |
3. |
The agreement, executed between the Company and S. D. Shibulal, may be terminated by either party by giving six months notice in writing of such termination. |
4. |
S. D. Shibulal shall perform such duties as shall from time to time be entrusted to him, subject to the superintendence, guidance and control of the Board of Directors and he shall perform such other duties as shall from time to time be entrusted to him by the Board of Directors. |
The resolution seeks the approval of the members in terms of Section 269, read with Schedule XIII and other applicable provisions of the Companies Act, 1956 for the appointment of S. D. Shibulal as the Chief Executive Officer and Managing Director of the Company for a period of five years commencing August 21, 2011.
No director, except S. D. Shibulal, is interested or concerned in the appointment and remuneration payable to S. D. Shibulal as the Chief Executive Officer and Managing Director.
The terms of appointment of S. D. Shibulal, as stated in this notice, may be treated as the abstract under Section 302 of the Companies Act, 1956. The copies of relevant resolutions of the Board in respect of the appointment is available for inspection by members at the registered office of the Company during working hours on any working day till the date of the Annual General Meeting.
The Board accordingly recommends the resolution as set out in Item no. 12 for approval of the members.
Item no. 13
The Board of Directors at their meeting held on April 30, 2011 decided to change the name of the Company from Infosys Technologies Limited to Infosys Limited.
Infosys provides comprehensive business solutions that leverage technology and domain expertise to help its clients gain market differentiation and competitive advantage. Infosys’ comprehensive offerings include business and technology consulting, custom application and development, maintenance and production support, infrastructure management, package enabled consulting and implementation, product engineering solutions and product lifecycle management, systems integration, re-engineering, independent validation, and business process management as well as newer solutions such as cloud strategy adoption and Software as a Service (SaaS).
Infosys has operations in more than 30 countries and is a well-known brand. Today, the group is known by the brand ‘Infosys’ across all the stakeholders and general public.
Also, the Board believes that use of the word, ‘Technologies’, is restrictive for the kind of business the Company is pursuing today, when it is playing the role of a transformation partner for most of its global clients. The Company is also playing a larger role as a systems integrator by globally aligning with hardware, products and software players.
In order to reflect the brand name and represent the group’s activities, the Board recommends the change of the Company’s name to ‘Infosys Limited’.
This decision will henceforth see all our business segments to be referred by the Company name ‘Infosys’. This business decision regarding the change in the Company name is part of our branding strategy for the Infosys Group. This does not, in any way, mean a change in constitution / control / management of the Company.
None of the Directors is in any way interested or concerned in the proposal. The Board accordingly recommends the resolution as set out in Item no. 13 for approval of the members.
Registered office : Electronics City Bangalore |
by order of the Board of Directors
K. Parvatheesam |
