Shareholder information
Corporate
Infosys was incorporated in Pune, in 1981, as Infosys Consultants Private Limited, a private limited company under the Indian Companies Act, 1956. We changed our name to Infosys Technologies Private Limited in April 1992 and to Infosys Technologies Limited in June 1992, when we became a public limited company. We made an initial public offering in February 1993 and were listed on stock exchanges in India in June 1993. Trading opened at 
145 per share, compared to the IPO price of 95 per share. In October 1994, we made a private placement of 5,50,000 shares at 450 each to Foreign Institutional Investors (FIIs), Financial Institutions (FIs) and body corporates.
In March 1999, we issued 20,70,000 American Depositary Shares (ADSs) (equivalent to 10,35,000 equity shares of par value of
10/- each) at US$ 34 per ADS under the ADS Program and the same were listed on the NASDAQ National Market. All the above data is unadjusted for issue of stock split and bonus shares. In July 2003, June 2005 and November 2006, we successfully completed secondary ADR issues of US$ 294 million, US$ 1.1 billion and US$ 1.6 billion respectively.
The address of our registered office is Electronics City, Hosur Road, Bangalore 560 100, Karnataka, India.
Bonus issues and stock split
Fiscal |
1986 |
1989 |
1991 |
1992 |
1994 |
1997 |
1999 |
2005 |
2007 |
Bonus |
1:1 |
1:1 |
1:1 |
1:1 |
1:1 |
1:1 |
1:1 |
3:1 |
1:1 |
Note : In addition of shares, the Company split the stock in the ratio of 2 for 1 in fiscal 2000.
Dividend policy
The dividend policy is to distribute up to 30% of the consolidated Profit After Tax (PAT) of the Infosys group as dividend.
Unclaimed dividend
Section 205 of the Companies Act, 1956, mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within a period of seven years, will be transferred to IEPF.
Year |
Type of dividend |
Dividend per share ( |
Date of declaration |
Due date for transfer |
Amount ( |
2004 |
Final (2) |
115.00 |
Jun 12, 04 |
Jul 11, 11 |
27,53,100 |
2005 |
Interim |
5.00 |
Oct 12, 04 |
Nov 11, 11 |
5,95,535 |
Final |
6.50 |
Jun 11, 05 |
Jul 10, 12 |
5,82,452 |
|
2006 |
Interim |
6.50 |
Oct 11, 05 |
Nov 10, 12 |
4,88,384 |
Final (3) |
38.50 |
Jun 10, 06 |
Jul 9, 13 |
17,28,727 |
|
2007 |
Interim |
5.00 |
Oct 11, 06 |
Nov 10, 13 |
6,46,835 |
Final |
6.50 |
Jun 22, 07 |
Jul 21, 14 |
9,16,420 |
|
2008 |
Interim |
6.00 |
Oct 11, 07 |
Nov 10, 14 |
10,91,136 |
Final (4) |
27.25 |
Jun 14, 08 |
Jul 13, 15 |
30,41,349 |
|
2009 |
Interim |
10.00 |
Oct 11, 08 |
Nov 10, 15 |
21,47,850 |
Final |
13.50 |
Jun 20, 09 |
Jul 25, 16 |
20,24,481 |
|
2010 |
Interim |
10.00 |
Oct 09, 10 |
Nov 14, 16 |
18,95,420 |
Final |
15.00 |
Jun 12, 10 |
Jul 17, 17 |
25,36,950 |
|
2011 |
Interim (5) |
40.00 |
Oct 15, 10 |
Nov 20, 17 |
54,44,880 |
(1) Amount unclaimed as at March 31, 2011.
(2) Includes one-time special dividend of 100/- per share.
(3) Includes silver jubilee special dividend of 30/- per share.
(4) Includes special dividend of 20/- per share.
(5) Includes 30th year special dividend of 30/- per share.
The Company is sending periodic communication to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividend. Shareholders are cautioned that once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.
Dividend remitted to IEPF during the last three years
Fiscal |
Amount ( |
2011 |
4,48,296 |
2010 |
6,60,204 |
2009 |
6,49,767 |
Investor services
Tentative calendar
Quarter ending |
Earnings release |
Quiet period |
Jun 30, 2011 |
Jul 12, 2011 |
Jun 16 to Jul 14, 2011 |
Sep 30, 2011 |
Oct 12, 2011 |
Sep 16 to Oct 14, 2011 |
Dec 31, 2011 |
Jan 12, 2012 |
Dec 16, 2011 to Jan 14, 2012 |
Mar 31, 2012 |
Apr 13, 2012 |
Mar 16 to Apr 15, 2012 |
Annual General Meeting
Date and time |
June 11, 2011, Saturday, 3 p.m. IST |
Venue |
The Christ University Auditorium, Hosur Road, Bangalore 560 029 |
Book closure dates |
May 28, 2011 to June 11, 2011 |
Dividend payment date |
June 13, 2011 |
Investor awareness
Maintaining the highest standards of corporate governance is not a matter of mere form, but of substance. In continuation of our efforts in that direction, we have provided a synopsis of some of your rights and responsibilities as a shareholder on our website, www.infosys.com. We encourage you to visit our website and read the document. We hope that the document will give you appropriate guidance, though in brief, on any questions regarding your rights as a shareholder.
Dematerialization of shares and liquidity
Infosys shares are tradable compulsorily in electronic form and, through Karvy Computershare Private Limited, Registrars and Share Transfer Agents, we have established connectivity with both the depositories, that is, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) allotted to our shares under the Depository System is INE009A01021.
As at March 31, 2011, 99.72% of our shares were held in dematerialized form and the rest in physical form.
We were the first company in India to pay a one-time custodial fee of 44.43 lakh to NSDL. Consequently, our shareholders do not have to pay depository participants, the custodial fee charged by NSDL on their holding.
Shares held in demat and physical mode as at March 31, 2011 are as follows :
Category |
Number of |
% to total equity |
|
shareholders |
shares |
||
Demat mode |
|||
NSDL |
3,31,093 |
56,68,67,476 |
98.73 |
CDSL |
84,986 |
56,81,625 |
0.99 |
Total |
416,079 |
57,25,49,101 |
99.72 |
Physical mode |
544 |
16,02,458 |
0.28 |
Grand total |
4,16,623 |
57,41,51,559 |
100.00 |
To enable us to serve our investors better, we request shareholders whose shares are in physical mode to dematerialize shares and to update their bank accounts with the respective depository participants.
Secretarial audit
As a measure of good corporate governance practice, the Board of Directors of the Company appointed Parameshwar G. Hegde, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, and all the Regulations and Guidelines of the Securities and Exchange of India (SEBI) as applicable to the Company. The audit also covers the reconciliation on a quarterly basis, the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit has confirmed that the total issued / paid up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. Further, the company voluntarily adheres to the various Secretarial Standards issued by the Institute of Company Secretaries of India.
Investor complaints
Received |
Attended |
|||
Nature of complaints |
2011 |
2010 |
2011 |
2010 |
Dividend / Bonus related |
706 |
629 |
706 |
629 |
We attended to most of the investors’ grievances / correspondences within a period of ten days from the date of receipt of such grievances. The exceptions have been for cases constrained by disputes or legal impediments.
Designated e-mail address for investor services
In terms of Clause 47 (f) of the Listing Agreement, the designated e-mail address for investor complaints is investors@infosys.com
Legal proceedings
There are certain pending cases related to disputes over title to shares in which we had been made a party. However, these cases are not material in nature.
Shareholders holding more than 1% of the shares
The details of shareholders (non-founders) holding more than 1% of the equity as at March 31, 2011 are as follows :
Name of the shareholder |
No. of Shares |
% |
Life Insurance Corporation of India (1) |
2,45,97,487 |
4.28 |
Oppenheimer Developing Markets Fund (2) |
1,25,56,971 |
2.19 |
Abu Dhabi Investment Authority (2) |
1,10,65,282 |
1.93 |
Franklin Templeton Investment Funds (2) |
99,87,588 |
1.74 |
ICICI Prudential Life Insurance Company Limited (3) |
84,09,519 |
1.46 |
Vanguard Emerging Markets Stock Index Fund (2) |
70,88,500 |
1.23 |
Government of Singapore (2) |
63,01,219 |
1.10 |
Aberdeen Asset Managers Limited (2) |
62,68,000 |
1.09 |
Bajaj Allianz Life Insurance Company Limited (3) |
61,41,329 |
1.07 |
HDFC Trustee Company Limited (3) |
59,05,736 |
1.03 |
(1) Financial institution
(2) Foreign institutional investor
(3) Body corporate
Distribution of shareholding as at March 31, 2011
Range of equity shares held |
No. of shareholders |
% |
No. of shares |
% |
1 |
14,561 |
3.50 |
14,561 |
0.00 |
2-10 |
1,92,179 |
46.13 |
12,85,207 |
0.22 |
11-50 |
1,37,501 |
33.00 |
36,49,192 |
0.64 |
51-100 |
31,252 |
7.50 |
24,74,459 |
0.43 |
101-200 |
15,387 |
3.70 |
23,48,626 |
0.40 |
201-500 |
9,991 |
2.40 |
33,09,698 |
0.58 |
501-1,000 |
5,846 |
1.40 |
43,36,039 |
0.76 |
1,001-5,000 |
6,267 |
1.50 |
1,47,43,304 |
2.57 |
5,001-10,000 |
1,434 |
0.34 |
1,01,97,201 |
1.78 |
10,001 and above |
2,204 |
0.53 |
43,07,43,251 |
75.02 |
Total |
4,16,622 |
100.00 |
47,31,01,538 |
82.40 |
Equity shares underlining ADS |
1 |
0.00 |
10,10,50,021 |
17.60 |
Total |
4,16,623 |
100.00 |
57,41,51,559 |
100.00 |