Annexures to Board’s report

Annexure 1 – Statement containing the salient features of the financial statements of subsidiaries / associate companies / joint ventures

[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts)
Rules, 2014 – AOC-1]

List of subsidiaries

in crore, except % of shareholding and exchange rate

Name of the subsidiary

Financial period ended

Exchange rate

Share capital

Reserves and surplus

Total assets

Total liabilities (excluding share capital and reserves and surplus)

Investments

(1) Turnover

(1) Profit / (Loss) before taxation

(1) Provision for taxation

(1) Profit / (Loss) after taxation

% of shareholding

Infosys BPO Limited

Mar 31, 2017

INR

34

3,961

4,443

448

626

2,940

750

198

552

99.98

EdgeVerve Systems Limited

Mar 31, 2017

INR

1,312

(14) (3,027)

727

2,442

29

2,351

359

114

245

100

Infosys Public Services, Inc.

Mar 31, 2017

1 USD = 64.85

98

289

492

105

1,354

225

99

126

100

Infosys Technologies (China) Co. Limited

Dec 31, 2016

1 RMB = 9.78

235

(109)

459

333

1,079

(61)

(61)

100

Infosys Consulting AG (2)
(formerly Lodestone Management Consultants AG)

Dec 31, 2016

1 CHF = 66.67

1

61

283

221

663

3

4

(1)

100

Infy Consulting Company Limited (2)
(formerly Lodestone Management Consultants Ltd.)

Dec 31, 2016

1 GBP = 83.46

41

221

180

599

12

4

8

100

Infosys Consulting GmbH (2)
(formerly Lodestone Management Consultants GmbH)

Dec 31, 2016

1 EUR = 71.66

1

(14)

199

212

551

(43)

2

(45)

100

Infosys Poland Sp. z o.o. (4)
(formerly Infosys BPO Poland, Sp. z.o.o)

Mar 31, 2017

1 PLN = 16.45

4

435

543

104

55

491

103

1

102

99.98

Infosys McCamish Systems LLC (4)

Mar 31, 2017

1 USD = 64.85

175

(48)

296

169

467

29

(46)

75

99.98

Kallidus Inc. (10)

Dec 31, 2016

1 USD = 67.93

15

139

257

103

379

168

67

101

100

Infosys Technologies S. de R. L. de C. V.

Dec 31, 2016

1 MXN = 3.28

65

43

157

49

269

43

14

29

100

Panaya Ltd. (7)

Dec 31, 2016

1 USD = 67.93

256

(511)

225

480

245

(124)

12

(136)

100

Infosys Tecnologia do Brasil Ltda.

Dec 31, 2016

1 BRL = 20.89

146

(40)

183

77

206

29

20

9

100

Lodestone Management Consultants Inc. (2)

Dec 31, 2016

1 USD = 67.93

1

27

39

11

202

24

7

17

100

Noah Consulting LLC (11)

Dec 31, 2016

1 USD = 67.93

80

(94)

82

96

188

(116)

(116)

100

Infosys Management Consulting
Pty. Limited 
(2)
(formerly Lodestone Management Consultants Pty. Limited)

Dec 31, 2016

1 AUD = 49.05

(19)

16

35

148

1

(1)

100

Lodestone Management Consultants
Co., Ltd.
(2)

Dec 31, 2016

1 RMB = 9.78

43

(85)

64

106

143

(44)

2

(46)

100

Infosys Consulting Ltda. (3)
(formerly Lodestone Management Consultants Ltda.)

Dec 31, 2016

1 BRL = 20.89

137

(126)

102

91

143

(23)

2

(25)

99.99

Infy Consulting B.V. (2)
(
formerly Lodestone Management Consultants B.V.)

Dec 31, 2016

1 EUR = 71.66

1

24

51

26

141

25

6

19

100

Infosys Technologies (Sweden) AB

Dec 31, 2016

1 SEK = 7.48

2

1

53

50

115

(12)

(12)

100

Portland Group Pty. Limited (4)

Mar 31, 2017

1 AUD = 49.58

18

88

131

25

114

9

3

6

99.98

Infosys Consulting Sp. Z o.o. (2)
(formerly Lodestone Management Consultants sp. z o.o.)

Dec 31, 2016

1 PLN = 16.20

2

(1)

35

34

101

1

1

100

Panaya Inc. (12)

Dec 31, 2016

1 USD = 67.93

325

427

102

101

3

(1)

4

100

Infosys Consulting Pte Ltd. (15)
(formerly Lodestone Management Consultants Pte Ltd.)

Dec 31, 2016

1 SGD = 47.01

52

(53)

13

14

77

(13)

1

(14)

100

Infosys (Czech Republic) Limited s.r.o (4)
(formerly Infosys BPO s.r.o)

Mar 31, 2017

1 CZK = 2.55

3

55

71

13

14

64

15

3

12

99.98

Skava Systems Pvt. Ltd. (13)

Mar 31, 2017

INR

23

37

14

18

56

10

2

8

100

Infosys Consulting SAS (2)
(formerly Lodestone Management Consultants SAS)

Dec 31, 2016

1 EUR = 71.66

23

(31)

16

24

45

3

1

2

100

Infosys Consulting (Belgium) NV (3)
(formerly Lodestone Management Consultants (Belgium) S.A.)

Dec 31, 2016

1 EUR = 71.66

3

(26)

24

47

42

(2)

1

(3)

99.90

Infosys Technologies (Shanghai) Company Limited

Dec 31, 2016

1 RMB = 9.78

821

(4)

1,076

259

24

(9)

(9)

100

Panaya GmbH (7)

Dec 31, 2016

1 EUR = 71.66

(3)

38

41

24

1

1

100

S.C. Infosys Consulting S.R.L. (2)
(formerly SC Lodestone Management Consultants S.R.L.)

Dec 31, 2016

1 RON = 15.79

1

4

8

3

23

1

1

100

Infosys Consulting S.R.L. (2)
(formerly Lodestone Management Consultants S.R.L.)

Dec 31, 2016

1 ARS = 4.27

7

(6)

13

12

21

2

3

(1)

100

Lodestone Management Consultants Portugal, Unipessoal, Lda (2)

Dec 31, 2016

1 EUR = 71.66

5

(9)

3

7

14

1

(1)

100

Infosys Consulting s.r.o. (2)
(formerly Lodestone Management Consultants s.r.o.)

Dec 31, 2016

1 CZK = 2.65

4

5

1

8

1

1

100

Panaya Japan Co. Ltd. (7)

Dec 31, 2016

1 JPY = 0.5811

(2)

11

13

6

1

1

100

Noah Information Management Consulting Inc. (8)

Dec 31, 2016

1 CAD = 50.39

(15)

3

18

3

(4)

(4)

100

Infosys Consulting Holding AG
(formerly Lodestone Holding AG)

Dec 31, 2016

1 CHF = 66.67

166

129

452

157

(3)

1

(4)

100

Lodestone Management Consultants GmbH (2)

Dec 31, 2016

1 EUR = 71.66

1

(3)

1

3

100

Infosys Nova Holdings LLC

Dec 31, 2016

1 USD = 67.93

93

9

102

102

100

Infosys BPO Americas LLC (4)(5)

Mar 31, 2017

1 USD = 64.85

7

(3)

5

1

(3)

(3)

99.98

Infosys Technologies (Australia)
Pty. Limited
(6)

Mar 31, 2017

1 AUD = 49.58

4

32

37

1

1

1

100

Infosys Americas Inc.

Mar 31, 2017

1 USD = 64.85

1

1

100

List of associates

in crore

Name of the entity

Last audited Balance Sheet date

No. of shares held by the companies in associate at the year end

Amount of investment in associate

Reason why the associate is not consolidated

Net worth attributable to shareholding as per latest Balance Sheet

Profit / (Loss) for the year

Considered in consolidation

Not considered in consolidation

DWA Nova LLC (9)

102

NA

35

(6)

(1) Converted at monthly average exchange rates

(2) Wholly-owned subsidiary of Infosys Consulting Holding AG (formerly Lodestone Holding AG)

(3) Majority-owned and controlled subsidiary of Infosys Consulting Holding AG (formerly Lodestone Holding AG)

(4) Wholly-owned subsidiary of Infosys BPO Limited

(5) Incorporated effective November 20, 2015

(6) Under liquidation

(7) Wholly-owned subsidiary of Panaya Inc.

(8) Wholly-owned subsidiary of Noah Consulting LLC

(9) Associate of Infosys Nova Holdings LLC. As of December 31, 2016, Infosys Nova Holdings LLC holds 16% of equity interest in DWA Nova LLC and exercises significant influence.

(10) Kallidus Inc., acquired on June 02, 2015

(11) Noah Consulting LLC, acquired on November 16, 2015

(12) Panaya Inc., acquired on March 05, 2015

(13) Skava Systems Pvt. Ltd., acquired on June 02, 2015

(14) EdgeVerve adopted Ind AS on April 1, 2016, with a transition date of April 1, 2015. Accordingly, on transition, profit on transfer of business between entities under common control, which was earlier recognized in the Statement of Profit and Loss under IGAAP are adjusted to reserves.

(15) During fiscal 2017, the holding company of Infosys Consulting Pte Ltd.  changed from Lodestone Holding AG to Infosys Limited.

Notes :

1. Investments exclude investments in subsidiaries.

2. Proposed dividend from any of the subsidiaries is nil.

3. Infosys Canada Public Services, a wholly-owned subsidiary of Infosys Public Services, Inc., has been incorporated effective December 19, 2014, and has not yet commenced operations.

4. Lodestone Augmentis AG, a wholly-owned subsidiary of Infosys Consulting AG (formerly Lodestone Management Consultants AG) has been liquidated effective October 5, 2016.

5. Lodestone GmbH (formerly Hafner Bauer & Ödman GmbH), a wholly-owned subsidiary of Infosys Consulting Holding AG (formerly Lodestone Holding AG) has been liquidated effective December 21,  2016.

6. Panaya Pty Ltd., a wholly-owned subsidiary of Panaya Inc., has been liquidated effective November 16,  2016.

for and on behalf of the Board of Directors of Infosys Limited

R. Seshasayee

Chairman

Dr. Vishal Sikka

Chief Executive Officer and
Managing Director

U. B. Pravin Rao

Chief Operating Officer and Whole-time Director

Bengaluru

April 13, 2017

Roopa Kudva

Director

M. D. Ranganath

Chief Financial Officer

A. G. S. Manikantha

Company Secretary

Annexure 2 – Particulars of contracts / arrangements made with related parties

[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014 – AOC-2]

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including certain arm’s length transactions under third proviso thereto.

As per Section 188 of the Companies Act 2013, whenever a company avails or renders any service directly or through agents amounting to 10% or more of the turnover of the company or 50 crore, whichever is lower, prior approval of the shareholders is required. However, shareholders’ approval for such transactions need not be sought if the transactions are between the holding company and its wholly-owned subsidiaries whose accounts are consolidated with the holding company and placed for shareholders’ approval.

Details of contracts or arrangements or transactions not at arm’s length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2017, which were not at arm’s length basis.

Details of material contracts or arrangement or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2017 are as follows :

Name of related party

Nature of relationship

Duration of contract

Salient terms (1)

Amount
(in crore)

Nature of contract

Investment in equity instruments

Infosys Technologies (Shanghai) Company Limited

Subsidiary

Not applicable

Not applicable

180

Infosys Technologies (Sweden) AB

Subsidiary

Not applicable

Not applicable

76

Noah Consulting LLC

Subsidiary

Not applicable

Not applicable

71

Infosys Technologies (China) Co. Limited

Subsidiary

Not applicable

Not applicable

67

394

Purchase of services

Infy Consulting Company Limited

Subsidiary

Nov 1, 2012 – ongoing

Based on transfer pricing guidelines

697

Infosys BPO Limited

Subsidiary

Apr 1, 2012 – ongoing

Based on transfer pricing guidelines

391

Noah Consulting LLC

Subsidiary

Jan 1, 2016 – ongoing

Based on transfer pricing guidelines

135

Infosys Management Consulting Pty. Limited

Subsidiary

Jan 1, 2013 – ongoing

Based on transfer pricing guidelines

125

Infosys Technologies (China) Co. Limited

Subsidiary

Apr 1, 2011 – ongoing

Based on transfer pricing guidelines

120

Kallidus Inc.

Subsidiary

Jul 1, 2015 – ongoing

Based on transfer pricing guidelines

75

Infosys Technologies (Sweden) AB

Subsidiary

Apr 23, 2009 – ongoing

Based on transfer pricing guidelines

72

Panaya Ltd.

Subsidiary

Apr 1, 2015 – ongoing

Based on transfer pricing guidelines

50

Infosys Public Services, Inc.

Subsidiary

Apr 1, 2014 – ongoing

Based on transfer pricing guidelines

22

Infosys Technologies S.de R.L. de C.V.

Subsidiary

Apr 1, 2011 – ongoing

Based on transfer pricing guidelines

22

1,709

Purchase of shared services including facilities and personnel

Infosys BPO Limited

Subsidiary

Apr 1, 2012 – ongoing

Based on transfer pricing guidelines

19

Panaya Ltd.

Subsidiary

Jan 1, 2016 – ongoing

Based on transfer pricing guidelines

2

21

Sale of services

Infosys Public Services, Inc.

Subsidiary

Apr 1, 2013 – ongoing

Based on transfer pricing guidelines

893

EdgeVerve Systems Limited

Subsidiary

Jul 1, 2014 – ongoing

Based on transfer pricing guidelines

303

Infy Consulting Company Limited

Subsidiary

Nov 1, 2012 – ongoing

Based on transfer pricing guidelines

75

Infosys BPO Limited

Subsidiary

Apr 1, 2012 – ongoing

Based on transfer pricing guidelines

58

Infosys Technologies S.de R.L. de C.V.

Subsidiary

Apr 1, 2013 – ongoing

Based on transfer pricing guidelines

31

Infosys Technologies (Sweden) AB

Subsidiary

Apr 1, 2015 – ongoing

Based on transfer pricing guidelines

17

Infosys Technologies (China) Co. Limited

Subsidiary

Apr 1, 2013 – ongoing

Based on transfer pricing guidelines

15

Kallidus Inc.

Subsidiary

Jul 1, 2015 – ongoing

Based on transfer pricing guidelines

6

1,398

Sale of shared services including facilities and personnel

Infosys BPO Limited

Subsidiary

Apr 1, 2012 – ongoing

Based on transfer pricing guidelines

46

EdgeVerve Systems Limited

Subsidiary

Jul 1, 2014 – ongoing

Based on transfer pricing guidelines

40

Panaya Ltd.

Subsidiary

Apr 1, 2015 – ongoing

Based on transfer pricing guidelines

32

Infy Consulting Company Limited

Subsidiary

Apr 1, 2016 – ongoing

Based on transfer pricing guidelines

3

Infosys Public Services, Inc.

Subsidiary

Apr 1, 2014 – ongoing

Based on transfer pricing guidelines

1

122

(1) Appropriate approvals have been taken for related party transactions. Advances paid have been adjusted against billings, wherever applicable.

for and on behalf of the Board of Directors

Bengaluru
April 13, 2017


R. Seshasayee

Chairman

Dr. Vishal Sikka

Chief Executive Officer and
Managing Director

Annexure 3 – Particulars of employees

We are a leading provider of consulting, technology, outsourcing and next-generation services. We enable clients in more than 45 countries to outperform their competition and stay ahead of the innovation curve. The remuneration and perquisites provided to our employees, including that of the Management, are on par with industry benchmarks. The nomination and remuneration committee continuously reviews the compensation of our CEO, COO and other KMP to align both the short-term and long-term business objectives of the Company and to link compensation with the achievement of goals.

The details of remuneration to KMP including CEO and COO in the tables, 3(b) and 3(c) are in compliance with Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the requirements, tables, 3(b) and 3(c) do not include value of the stock incentives at the time of grant but include the perquisite value at the time of their exercise. Considering that the Company has changed the compensation philosophy this year, restructured the compensation of KMP and introduced stock incentives as a significant part of compensation for senior management to align with shareholders’ interest, the compensation in tables 3(b) and 3(c) for fiscal 2017 and fiscal 2016 are not comparable. Hence, to ensure better comparability and clarity, the Company has voluntarily provided details of compensation (including value of stock incentives granted) for fiscal 2017 and fiscal 2016 in the table 3(a) below.

3(a) Compensation relating to fiscal 2017 and fiscal 2016 for whole-time directors and other KMP as on March 31, 2017 is as follows :

Name of the KMP

Currency

Fiscal

Base / fixed pay

Bonus and incentives

Time-based stock incentives granted (4)

Performance-based stock incentives granted (4)

Retirals

Total compensation

Total compensation in crore (1)

Dr. Vishal Sikka

USD

2017

1,000,000

822,289

2,000,000

2,885,482

42,171

6,749,942

45.11

2016

900,000

4,326,000

2,000,000

79,558

7,305,558

48.41

U. B. Pravin Rao

INR

2017

4,00,04,201

3,62,35,701

4,00,00,000

17,71,486

11,80,11,388

11.80

2016

3,44,37,966

4,53,76,002

15,96,855

8,14,10,823

8.14

M. D. Ranganath

INR

2017

2,84,56,920

1,80,44,121

4,50,00,000

9,85,406

9,24,86,447

9.25

2016

3,47,57,619

2,63,58,370

34,03,807

6,45,19,796

6.45

A. G. S. Manikantha (2)

INR

2017

18,97,942

22,52,574

9,84,568

2,42,980

53,78,064

0.54

2016

14,46,718

20,54,301

1,86,604

36,87,623

0.37

Ravi Kumar S.

USD

2017

594,719

433,268

1,175,000

24,785

2,227,772

14.87

2016

570,680

640,168

39,758

1,250,606

8.27

Mohit Joshi

GBP

2017

418,860

289,402

960,998

89,211

1,758,471

14.62

2016

351,195

473,093

112,661

936,949

9.02

Sandeep Dadlani

USD

2017

607,441

435,699

1,175,000

24,731

2,242,871

14.97

2016

592,502

649,861

27,307

1,269,670

8.40

Rajesh K. Murthy

EUR

2017

444,006

338,022

915,342

263,210

1,960,580

14.25

2016

409,617

467,258

289,470

1,166,345

8.55

Krishnamurthy Shankar (3)

INR

2017

2,02,00,440

1,55,39,523

1,76,63,980

15,29,268

5,49,33,211

5.49

2016

87,42,665

1,74,24,518

6,61,860

2,68,29,043

2.68

Gopi Krishnan Radhakrishnan

INR

2017

66,73,404

43,64,517

14,76,852

5,78,598

1,30,93,371

1.31

2016

64,74,882

51,76,113

5,64,642

1,22,15,637

1.22

(1) Converted at average exchange rates for the respective periods

(2) For the period June 22, 2015 to March 31, 2016 for fiscal 2016

(3) For the period October 26, 2015 to March 31, 2016 for fiscal 2016 and includes joining bonus

(4) The time and performance-based stock incentives will vest over a period of four years

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

3(b) Remuneration to whole-time directors

Name of the director

Director Identification Number (DIN)

Title

Remuneration in fiscal 2017
(in
crore) #

Remuneration in fiscal 2016
(in
crore) #

% increase of remuneration in fiscal 2017 as compared to fiscal 2016 #

Ratio of
remuneration to MRE
excluding WTDs
#

Ratio of remuneration to MRE
including WTDs
#

Dr. Vishal Sikka (4)(5)(6)

06897177

CEO & MD

(1) 16.01

(2)(3) 48.73

(67.15)

283.07

283.07

U. B. Pravin Rao (7)

06782450

COO & WTD

7.80

9.28

(15.95)

137.91

137.91

Notes : The details in the above table are on accrual basis

# Includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

(1) Includes US $0.82 million (approximately 5.33 crore) as variable pay for fiscal 2017, as approved by the nomination and remuneration committee on April 13, 2017. Additionally, includes 3.69 crore on account of exercise of 34,062 RSUs during fiscal 2017.

(2) Includes payment of variable pay amounting to US $2.1 million (approximately 14 crore) for fiscal 2015 to the CEO, as decided by the nomination and remuneration committee in its meeting held on June 22, 2015, in line with the compensation plan approved by the shareholders.

(3) Includes provision for variable pay amounting to US $4.33 million (approximately 29 crore) for fiscal 2016 to the CEO. The shareholders, in the EGM dated July 30, 2014, had approved a variable pay of US $4.18 million (approximately 28 crore) at a target level and also authorized the Board to alter and vary the terms of remuneration. Accordingly, the Board, based on the recommendations of the nomination and remuneration committee, approved on April 15, 2016, US $4.33 million (approximately 29 crore) as variable pay for fiscal 2016.

(4) For fiscal 2017, 1,20,700 time-based RSUs amounting to US $2 million (approximately 13.42 crore) have been granted on August 1, 2016. These RSUs were issued in equity shares represented by ADSs.

(5) Based on fiscal 2017 performance evaluation, the Board, on the recommendations of the nomination and remuneration committee, approved on April 13, 2017, performance-based equity and stock options for fiscal 2017 comprising 1,32,483 RSUs amounting to US $1.9 million (approximately 12.91 crore) and 3,30,525 ESOPs amounting to US $0.96 million (approximately 6.46 crore). These RSUs and ESOPs will be granted w.e.f. May 2, 2017.

(6) The Board, based on the recommendations of the nomination and remuneration committee, approved on April 13, 2017 the annual time-based vesting grant for fiscal 2018 comprising of 1,37,741 RSUs amounting to US $2 million (approximately 12.97 crore). These RSUs will be granted w.e.f. May 2, 2017.

(7) On March 31, 2017, the shareholders vide a postal ballot approved a revision in the salary of U. B. Pravin Rao, COO and Whole-time Director, w.e.f. November 1, 2016. Based on fiscal 2016 performance, the nomination and remuneration committee, in its meeting held on October 14, 2016, recommended a grant of 27,250 RSUs and 43,000 ESOPs, amounting to 4 crore to U. B. Pravin Rao, COO, under the 2015 Plan and the same was approved by the shareholders through a postal ballot on March 31, 2017. These RSUs and ESOPs will be granted w.e.f. May 2, 2017.

3(c) Remuneration of other key managerial personnel (KMP)

Name of the KMP

Title

Remuneration in fiscal 2017 (in crore) #

Remuneration in fiscal 2016 (in crore) #

% increase of remuneration in fiscal 2017 as compared to fiscal 2016 #

Ratio of remuneration to MRE excluding WTDs #

Ratio of remuneration to MRE including WTDs #

No. of RSUs granted in fiscal 2017 (2)

No. of stock options granted in fiscal 2017 (2)

M. D. Ranganath

Chief Financial Officer

4.75

6.45

(26.36)

83.98

83.98

30,650

48,400

A. G. S. Manikantha

Company Secretary

0.44

(3) 0.37

(1) (8.33)

7.78

7.78

1,000

Ravi Kumar S. (7)

Deputy Chief Operating Officer

7.03

8.27

(14.99)

124.30

124.30

52,350

1,12,750

Mohit Joshi (7)

President

6.79

9.02

(24.72)

120.05

120.05

52,350

1,12,750

Sandeep Dadlani (7)

President

7.13

8.40

(15.12)

126.06

126.06

52,350

1,12,750

Rajesh K. Murthy (7)

President

7.56

8.55

(11.58)

133.67

133.67

45,000

96,900

Krishnamurthy Shankar (7)

Executive Vice President

3.73

(5) 2.68

(1) (25.40)

65.95

65.95

12,050

19,000

Gopi Krishnan Radhakrishnan (8)

Vice President

1.16

1.22

(4.92)

20.51

20.51

1,500

David D. Kennedy (7)

General Counsel and Chief Compliance Officer

(6) 7.75

7.57

NA

NA

NA

Rajiv Bansal

Chief Financial Officer

(4) 23.02

NA

NA

NA

NA

NA

Notes : The details in the above table are on accrual basis

For the purpose of comparison, remuneration for both fiscal 2017 and fiscal 2016 are given for the full year, except where specifically stated otherwise.

# Includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

(1) Based on annualized salary for fiscal 2016

(2) The grants have been made with an effective November 1, 2016. These RSUs and stock options would vest over a period of four years.

(3) For the period June 22, 2015 to March 31, 2016, for fiscal 2016

(4) For the period April 1, 2015 to October 12, 2015, for fiscal 2016. Includes 17.4 crore payable under severance agreement to Rajiv Bansal who ceased to be the CFO w.e.f. October 12, 2015.

(5) For the period, October 26, 2015 to March 31, 2016, for fiscal 2016 and includes joining bonus

(6) Includes 6 crore payable under severance agreement to David D. Kennedy, who ceased to be the General Counsel and Chief Compliance Officer of the Company w.e.f. December 31, 2016.

(7) These executives were named as key managerial personnel as defined under Ind AS 24, Related Party Disclosures, w.e.f. October 13, 2016.

(8) Appointed as Acting General Counsel w.e.f. January 1, 2017

The Median Remuneration of Employees (MRE) excluding whole-time directors (WTDs) was 5,65,585 and 5,20,946 in fiscal 2017 and fiscal 2016 respectively. The increase in MRE (excluding WTDs) in fiscal 2017, as compared to fiscal 2016, is 8.6%.

The MRE including WTDs was 5,65,586 and 5,20,964 in fiscal 2017 and fiscal 2016 respectively. The increase in MRE (including WTDs) in fiscal 2017, as compared to fiscal 2016, is 8.6%.

3(d) Remuneration to independent directors

Name of the director

Director Identification Number (DIN)

Remuneration in fiscal 2017
(in crore)

Remuneration in fiscal 2016
(in crore)

Number of stock options / RSUs granted in fiscal 2017

% increase of remuneration in fiscal 2017 over fiscal 2016 (6)

K. V. Kamath (1)

00043501

0.39

NA

R. Seshasayee (2)

00047985

1.95

1.84

5.98

Ravi Venkatesan

00621398

1.04

1.04

Prof. Jeffrey S. Lehman

00092981

1.37

1.33

3.01

Prof. John W. Etchemendy

07029756

1.10

1.05

4.76

Kiran Mazumdar-Shaw

00347229

0.89

0.87

2.30

Roopa Kudva

00001766

1.00

0.99

1.01

Dr. Punita Kumar-Sinha (3)

05229262

1.22

0.20

29.79

D. N. Prahlad (4)

00504146

0.36

NA

Carol M. Browner (5)

06858688

0.68

NA

Notes : The details in the above table are on accrual basis

(1) For the period April 1, 2015 to June 5, 2015, for fiscal 2016

(4) For the period October 14, 2016 to March 31, 2017, for fiscal 2017

(2) Appointed as Chairman effective June 5, 2015

(5) For the period April 1, 2015 to November 23, 2015, for fiscal 2016

(3) For the period January 14, 2016 to March 31, 2016, for fiscal 2016

(6) Based on annualized commission

3(e) Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Top 10 employees in terms of remuneration drawn during the year

Employee name

Designation

Educational qualification

Experience (in years)

Remuneration in fiscal 2017 (in ) #

Previous employment and designation

Dr. Vishal Sikka

Chief Executive Officer and Managing Director

B.S., Ph.D.
on CS

21

16,01,03,044

SAP SE, Member of the
Executive Board of SAP SE

U. B. Pravin Rao

Director and Chief Operating Officer

BE

32

7,80,11,388

IISc, Trainee

David D. Kennedy (1)

General Counsel and Chief Compliance Officer

B.Sc, JD

28

7,74,69,835

JDA Software, Inc.,
Chief Legal Officer

Rajesh K. Murthy

President and Segment Head – Energy, Utilities, Communications & Services

BE

25

7,56,39,411

Viswakarma Institute
of Technology

Scott Sorokin

Head, Global Services – Digital Experience

B.Sc

31

7,37,82,889

Razorfish Global,
Chief Strategy Officer

Sandeep Dadlani

President and Segment Head – Retail, CPG & Logistics

BE, MMS

19

7,13,32,949

Citibank, Product Manager

Ravi Kumar S.

President and Deputy Chief Operating Officer

BE, PGD

23

7,03,27,381

Sapient Corporation, Director

Mohit Joshi

President and Segment Head – Financial Services

BA, MBA

20

6,79,04,286

ABN AMRO Bank, Manager

Abdul Razack

Global Head – Infosys Platforms

BE, MS

20

5,26,91,536

SAP, Senior Vice President

M. D. Ranganath

Chief Financial Officer

BE, PGDM, M.Tech

28

4,74,86,446

Surya Software Systems
Private Limited, Director

Notes : The details in the above table are on accrual basis for better comparability with the KMP remuneration disclosures included in other sections of this Annual Report.

For employees based overseas, the average exchange rates have been used for conversion to INR.

# Includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

(1) Includes 6 crore payable under the severance agreement. David D. Kennedy ceased to be the General Counsel and Chief Compliance Officer of the Company w.e.f. December 31, 2016.

Employees drawing a remuneration of 1.02 crore or above per annum and posted in India

Employee name

Designation

Educational qualification

Age

Experience (in years)

Date of joining

Gross remuneration paid ()

Previous employment and designation

Balakrishna D. R.

SVP and Service Offering Head – ECS and ADM

BE

45

23

Feb 7, 1994

1,24,59,440

HCL-HP, Customer Engineer – Trainee

Binod Rangadore Hampapur

EVP & Global Head – Talent & Technology Operations, REC

BE

54

31

Jul 1, 2013

4,26,58,721

Infosys Limited, SVP – Corporate Relations

Charles Henry Hawkes

SVP and Head – FAC

B.Sc, PGCBM

57

32

Nov 15, 1996

1,30,98,149

Trans Oceanic Travel, Manager

Deepak Padaki

EVP and Group Head – Corporate Strategy and Chief Risk Officer, CORPSTGY

BE

46

25

Aug 10, 1992

1,62,13,789

Dheeshjith V. G.

SVP and Chief Information Officer, IS

B.Sc, ME

53

30

Sep 14, 1987

2,64,94,835

Dinesh R.

SVP and Head – Global Services, EAS

BE

48

27

Oct 1, 1990

2,32,00,611

Gopikrishnan Konnanath

SVP and Service Offering Head, EAS

BE

46

23

Nov 7, 1994

1,16,76,050

BPL Systems & Projects Limited, Trainee Engineer

Indranil Mukherjee

VP & Service Offering Head – Oracle, EAS

AMIETE

46

23

Dec 4, 1995

1,19,71,986

Chipsoft Technologies, Customer Support Engineer

Ishwar C. Halalli

VP and Delivery Head, CIS

BE, M.Tech

54

31

Jan 19, 1996

1,38,61,668

AT&T SSTL, Manager – Technical

Jayesh Sanghrajka

EVP and Deputy Chief Financial Officer, FIN

B.Com, CA, ICWA

43

19

Dec 24, 2012

1,91,68,322

Mu Sigma, VP–Finance

Jitendra Sangharajka D.

VP and Senior Delivery Manager, IS

BE, DFM

49

28

Sep 1, 1999

1,06,65,036

L&T Limited, Executive-IS

Kavita Manoj Kulkarni

VP and Head – Human Resource Development – units, HRD

LLB, B.Com, MPM

48

26

Sep 1, 2008

1,07,11,800

WNS, SVP – HR

Koushik R. N.

EVP & Group Head – Procurement & Global Immigration, PURC

B.Sc

48

27

May 2, 1991

1,37,46,189

Frazer Techno Circuits Limited, Marketing Executive

Manohar Madgula Atreya

VP and Delivery Head, CIS

B.Tech, PGPM

45

23

Apr 7, 2011

1,18,15,805

Armstrong Capital, Director

Muthuvel Gajapathi

VP & Delivery Head – Business Intelligence, DNA

B.Sc, MCA

48

26

Aug 27, 1992

1,44,52,322

PSI Bull (I) Limited, Systems Executive

Nabarun Roy

SVP and Group Head – Quality, QLTY

B.Tech

45

23

Aug 29, 1994

1,16,11,700

Narsimha Rao Mannepalli

EVP and Head Global Services, IVSU

BE, PGDBM

49

27

Jan 29, 2001

1,86,10,278

Ramco Systems, Project Director – e-Commerce Solutions

Raghupathi N. Cavale

SVP and Head – Strategic Business Practice, IND

BE, MS

55

32

Dec 13, 1999

1,51,89,492

PricewaterhouseCoopers Limited, Principal Consultant

Rajeev Ranjan

SVP and Service Offering Head, ADM

B.Tech, MBA

44

21

Aug 16, 1999

1,10,69,532

Nexgen Information Solutions, Associate Consultant

Rajesh Kharidehal

VP and Unit Financial Controller, FIN

B.Com, CA

46

18

Oct 24, 2013

1,29,45,298

IBM India Private Limited, Head Finance

Ramadas Kamath U.

EVP and Head – Administration, Facilities, Infrastructure and Security and Sustainability, FAC

BBM, FCA

56

32

Jul 1, 1994

3,78,49,996

Manipal Printers and Publishers Limited, Accountant

Renganathan V. R.

VP and Delivery Head, IND

BE

47

27

Jun 18, 1990

1,45,58,028

Richard Lobo

EVP and Head HR – Infosys Limited, HRD

BE, PGD

45

22

Dec 11, 2000

1,29,07,776

Godrej & Boyce MFG Company, Assistant Manager

Sai Kumar Shamanna

VP and Head – Human Resource Development – Units, HRD

BE, MBA

47

25

Aug 21, 2000

1,03,20,275

Denso Haryana Private Limited, Manager – Planning and Procurement

Sajit Vijayakumar

VP & Delivery Head – ORACLE, EAS

B.Com, ACA, AICWA

45

21

Jan 17, 2000

1,07,61,521

ICICI Securities / ICICI Infotech, AVP – Financial Control

Sandeep Mahindroo

VP and Financial Controller and Head – Investor Relations, FIN

B.Com (H), CA

40

17

Jul 17, 2000

1,14,85,898

Raymond Ltd., Management Trainee – Corp Finance

Satish H. C.

EVP and Head Global Services, DNA

BE

45

23

May 2, 1994

1,67,75,697

Shaji Mathew

SVP and Service Offering Head – Health, Insurance & Life Sciences, ADM

B.Tech

46

25

Jun 22, 1992

1,69,44,802

Mukand Limited, Bombay

Shamita Chatterjee

SVP and Group Head – Compensation and Benefits and HR Compliance, HRD

B.A. (H), MBA

47

23

Dec 1, 2011

1,26,95,341

Mercer Consulting Limited, Market Business Leader – South Asia

Shishank Gupta

VP and Delivery Head, IVS

BE

41

20

Jan 6, 1997

1,03,05,979

Srikantan Moorthy

EVP and Head – Global Services, ADM

BE

54

32

Dec 7, 2000

3,19,54,192

Inventa Corporation, General Manager

Sudip Singh

SVP and Head – Global Services, ENG

B.Tech, PGD

44

21

Aug 23, 2011

1,37,62,933

Infosys BPO, Group Engagement Manager

Sunil Kumar Dhareshwar

SVP and Global Head – Taxation and Corporate Accounting, FIN

B.Com, CA

41

21

Sep 10, 2013

1,64,53,725

News Corporation (ASIA) Limited, Head Of Tax – Asia

Suryaprakash Viswanath Kareenahalli

SVP and Service Offering Head – Retail, CPG & Logistics, ADM

BE, PGD

51

28

Oct 15, 2007

1,11,45,025

Wipro Technologies Limited, General Manager

Thothathri Visvanathan

VP and Delivery Head, ADM

BE, PGCCA

54

31

Jul 6, 2000

1,56,44,657

CSAI, Senior Consultant

Vibhuti Kumar Dubey

VP and Service Offering Head, EAS

BE, PGD

52

28

Apr 1, 2002

1,13,63,058

HCL Group, Business Development Manager

Visveswara Gupta K.

VP and Delivery Head, DX

BE

48

25

Apr 4, 1992

1,18,79,424

Notes : The above table is based on payouts made during the year.

Remuneration includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

The above table does not include the details of remuneration drawn by the top 10 employees as their details are provided elsewhere in this report.

Employed for part of the year with an average salary above 8.5 lakh per month posted in India

Employee Name

Designation

Educational qualification

Age

Experience (in years)

Date of joining

Date of leaving

Gross remuneration paid ()

Previous employment and designation

Anup Uppadhayay

EVP and Head – Strategic Sales Programs, CORP

BE, MBA, PGD

46

24

Jun 1, 2016

Aug 31, 2016

32,67,802

Infosys BPO Limited, CEO

Deepak Bhalla

SVP and Global Head –
Business Finance and Operations Planning, FIN

B.Com, ACA

43

21

Jul 19, 2016

1,15,18,891

Infosys BPO, Chief Financial Officer

Gautam Shekar

AVP and Client Partner, SOURCE

MS, MBA

43

21

Sep 16, 2002

May 20, 2016

14,98,307

Booz Allen & Hamilton, Associate

Prakash Jayaram

AVP and Associate Partner – Business Consulting, IND

BE, M.Sc

47

24

Oct 1, 2011

May 30, 2016

25,89,557

IC India, Senior Principal – Business Consulting

Pramod Prakash Panda

SVP and Head – Education, Training and Assessment, CORPTECH

B.Tech

43

21

Feb 9, 2004

Mar 24, 2017

1,13,53,423

Accenture Services Private Limited, Associate Manager

Prasad Balakrishna Honnavalli

AVP and Senior Program
Manager, CIS

BE, MBA

51

27

Aug 20, 2007

Apr 30, 2016

13,17,886

Sword Global India Private Limited, Technical Director

Ramakrishnan M.

VP and Head – Business
Excellence, QLTY

B.Sc, CAIIB

60

39

Sep 4, 1996

Aug 22, 2016

61,79,664

Canara Bank, Officer

Ramesh Babu S.

AVP and Senior Lead Principal – Education, Training and
Assessment, CORPTECH

BE, M.Tech, Ph.D.

48

21

Jul 23, 1997

May 31, 2016

19,68,206

TCS Limited, Trainee

Samson Michael David

SVP and Head –
Global Services, CIS

BE

48

27

Apr 21, 2015

Jul 29, 2016

84,12,561

EdgeVerve Systems Limited, Chief Operating Officer

Sangita Singh

EVP and Segment Head, FSHIL

B.Tech

47

15

Oct 19, 2016

1,31,72,789

Wipro, Chief Executive

Sridhara N. R.

VP and Head – Audit and Assessments, QLTY

B.Sc, M.Sc

60

33

Jan 1, 1984

Jul 21, 2016

34,89,524

BSNL, Technician

Suman Sasmal

VP and Service Offering Head – Health, Insurance & Life Sciences, ADM

BE, PGDBM

53

30

Dec 12, 2001

Aug 2, 2016

40,60,365

RS Software India Limited, VP

Vasudeva M. Nayak

SVP and Group Head – Global Mobility and Assurance, GI

BBM, PGDM

59

37

Aug 24, 2011

Aug 31, 2016

53,23,564

Wipro Technologies Limited, VP

Vishal Salvi

SVP and Chief Information Security Officer, ISG

BE, MBA

45

24

Aug 9, 2016

78,22,214

PWC, Partner Cyber security

Notes : The above table is based on payouts made during the year.

Remuneration includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

Legend

Designations at Infosys

AVP

Associate Vice President

EVP

Executive Vice President

SVP

Senior Vice President

VP

Vice President

Units at Infosys

ADM

Application Development and Maintenance

CIS

Cloud and Infrastructure Services

CORP

Corporate

CORPSTGY

Corporate Strategy

CORPTECH

Corporate Technology

DNA

Data and Analytics

DX

Digital Experience

EAS

Enterprise Application Package Services

ECS

Energy & utilities, Communications and Services

ENG

Engineering Services

FAC

Facilities

FIN

Finance

FSHIL

Financial Services Healthcare, Insurance and Life sciences

GI

Global Immigration

HRD

Human Resource Department

IND

India Business Unit

IS

Information Systems

ISG

Information Security Group

IVS

Independent Validation Solutions

PURC

Purchase

QLTY

Quality

REC

Recruitment

SOURCE

Energy, Utilities, Communications, Services and Resources

TAFF

Talent Fulfilment

Annexure 4 – Auditors’ certificate on corporate governance

To

The Members of Infosys Limited

We have examined the compliance of conditions of Corporate Governance by Infosys Limited (‘the Company’) for the year ended 31 March 2017, as per Regulations 17-27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Listing Regulations, as applicable.

We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Restrictions on use

This Certificate is issued solely for the purpose of complying with the aforesaid Regulations and may not be suitable for any other purpose.

for   B S R & Co. LLP

Chartered Accountants

Firm's registration number : 101248W/W-100022

Bangalore

May 08, 2017

Supreet Sachdev

Partner

Membership number : 205385

Annexure 5 – Secretarial audit report for the financial year ended March 31, 2017

[Pursuant to Section 204 (1) of the Companies Act 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Infosys Limited,

Electronics City, Hosur Road

Bengaluru 560100

Karnataka, India

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by INFOSYS LIMITED (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2017, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2017 and made available to me, according to the provisions of :

i.

The Companies Act, 2013 (‘the Act’) and the rules made thereunder

ii.

The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder

iii.

The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder

iv.

Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment

v.

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) :

a)

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

b)

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

c)

The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

d)

The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

e)

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi.

Other laws applicable specifically to the Company namely :

a)

Information Technology Act, 2000 and the rules made thereunder

b)

Special Economic Zones Act, 2005 and the rules made thereunder

c)

Software Technology Parks of India rules and regulations, 2004

d)

Indian Copyright Act, 1957

e)

The Patents Act, 1970

f)

The Trade Marks Act, 1999

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I report that, during the year under review, the Company has complied with the provisions of the Acts, Rules, Regulations and Guidelines mentioned above.

I further report that, there were no events / actions in pursuance of :

a)

The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

b)

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

c)

The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, and

d)

The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

requiring compliance thereof by the Company during the Audit period.

I further report that, the compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all Directors, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that, based on the review of the compliance reports and the certificates of Company Secretary / Chief Executive Officer taken on record by the Board of Directors of the Company, in my opinion there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I report further that, during the audit period there were no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

Bengaluru

April 13, 2017

FCS :1325 / C.P.No : 640

P. G. Hegde

Hegde & Hegde

Company Secretaries

Annexure 6 – Extract of annual return

Form No. MGT-9

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

Registration and other details

Corporate Identity Number (CIN) of the company

L

8

5

1

1

0

K

A

1

9

8

1

P

L

C

0

1

3

1

1

5

Registration date

July 02, 1981

Name of the company

Infosys Limited

Category / sub-category of the company

Company limited by shares

Public non-government company

Address of the registered office and contact details

Electronics City, Hosur Road, Bengaluru, Karnataka, India

Tel : 91 80 2852 0261 Fax : 91 80 2852 0362

Email : investors@infosys.com website : www.infosys.com

Listed company (Yes / No)

Yes

Name, address and contact details of Registrar and transfer agent

Karvy Computershare Private Limited

Unit : Infosys Limited, Karvy Selenium Tower B

Plot 31-32, Gachibowli, Financial District

Nanakramguda, Hyderabad – 500 032

Contact person

Shobha Anand

Assistant General Manager

Tel : 91 40 67161559

Email : shobha.anand@karvy.com

Principal business activities of the Company

Name and description of main products / services

NIC code of
the product / service

% to total turnover
of the Company

Computer programming, consultancy and related activities

620

100

Particulars of holding, subsidiary and associate companies

Name of the parties

Country

CIN / GLN / Registration No.

Holding / Subsidiary / Associate

% holding as at March 31, 2017

Infosys BPO Limited

India

U72200KA2002PLC030310

Subsidiary

99.98

EdgeVerve Systems Limited

India

U72200KA2014PLC073660

Subsidiary

100

Infosys Public Services, Inc.

U.S.

Subsidiary

100

Infosys Technologies (China) Co. Limited

China

Subsidiary

100

Infosys Consulting AG
(formerly Lodestone Management Consultants AG)

Switzerland

Subsidiary

100

Infy Consulting Company Limited
(formerly Lodestone Management Consultants Ltd.)

U.K.

Subsidiary

100

Infosys Consulting GmbH
(formerly Lodestone Management Consultants GmbH)

Germany

Subsidiary

100

Infosys Americas Inc.

U.S.

Subsidiary

100

Infosys Poland Sp. z.o.o

Poland

Subsidiary

99.98

Infosys McCamish Systems LLC

U.S.

Subsidiary

99.98

Kallidus Inc.

U.S.

Subsidiary

100

Infosys Technologies S. de R. L. de C.V.

Mexico

Subsidiary

100

Panaya Ltd.

Israel

Subsidiary

100

Infosys Tecnologia do Brasil Ltda.

Brazil

Subsidiary

100

Lodestone Management Consultants Inc.

U.S.

Subsidiary

100

Noah Consulting LLC

U.S.

Subsidiary

100

Infosys Management Consulting Pty. Limited
(formerly Lodestone Management Consultants Pty. Limited)

Australia

Subsidiary

100

Lodestone Management Consultants Co., Ltd

China

Subsidiary

100

Infosys Consulting Ltda.
(formerly Lodestone Management Consultants Ltda.)

Brazil

Subsidiary

99.99

Infy Consulting B.V.
(formerly Lodestone Management Consultants B.V.)

The Netherlands

Subsidiary

100

Infosys Technologies (Sweden) AB

Sweden

Subsidiary

100

Portland Group Pty. Limited

Australia

Subsidiary

99.98

Infosys Consulting Sp. z o.o.
(formerly Lodestone Management Consultants Sp. z o.o.)

Poland

Subsidiary

100

Panaya Inc.

U.S.

Subsidiary

100

Infosys Consulting Pte Ltd.
(formerly Lodestone Management Consultants Pte Ltd)

Singapore

Subsidiary

100

Infosys (Czech Republic) Limited s.r.o

Czech Republic

Subsidiary

99.98

Skava Systems Pvt. Ltd.

India

U72200TZ2003PTC010618

Subsidiary

100

Infosys Consulting SAS
(formerly Lodestone Management Consultants SAS)

France

Subsidiary

100

Infosys Consulting (Belgium) NV
(formerly Lodestone Management Consultants (Belgium) S.A.)

Belgium

Subsidiary

99.90

Infosys Technologies (Shanghai) Company Limited

China

Subsidiary

100

Panaya GmbH

Germany

Subsidiary

100

S.C. Infosys Consulting S.R.L.
(formerly SC Lodestone Management Consultants S.R.L.)

Romania

Subsidiary

100

Infosys Consulting S.R.L.
(formerly Lodestone Management Consultants S.R.L.)

Argentina

Subsidiary

100

Lodestone Management Consultants Portugal, Unipessoal, Lda

Portugal

Subsidiary

100

Infosys Consulting s.r.o.

Czech Republic

Subsidiary

100

Panaya Japan Co. Ltd.

Japan

Subsidiary

100

Noah Information Management Consulting Inc.

Canada

Subsidiary

100

Infosys Consulting Holding AG
(formerly Lodestone Holding AG)

Switzerland

Subsidiary

100

Lodestone Management Consultants GmbH

Austria

Subsidiary

100

Infosys Nova Holdings LLC

U.S.

Subsidiary

100

Infosys BPO Americas LLC

U.S.

Subsidiary

99.98

Infosys Technologies (Australia) Pty. Limited

Australia

Subsidiary

100

DWA Nova LLC

U.S.

Associate

16

Notes : 1. All the above parties are as per Section 2(87) except DWA Nova LLC, which is as per Section 2(6).

2. Panaya Pty. Ltd. has been liquidated effective November 16, 2016.

3. Lodestone Augmentis AG has been liquidated effective October 5, 2016.

4. Lodestone GmBH has been liquidated effective December 21, 2016.

5. Infosys Canada Public Services, a wholly-owned subsidiary of Infosys Public Services, Inc., has been incorporated effective December 19, 2014 and is yet to commence operations.

Shareholding pattern (Equity share capital break-up as a percentage of total equity)

(i) Category-wise shareholding

Category code

Category of shareholder

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% change during the year

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

(I)

(II)

(III)

(IV)

(V)

(VI)

(VII)

(VIII)

(IX)

(X)

(XI)

(A)

Promoter and promoter group

(1)

Indian

(a)

Individual / HUF

29,28,06,199

29,28,06,199

12.75

29,28,06,199

29,28,06,199

12.75

(b)

Central government

(c)

State government(s)

(d)

Bodies corporate

(e)

Banks / Financial institutions

(f)

Any other

Subtotal A(1)

29,28,06,199

29,28,06,199

12.75

29,28,06,199

29,28,06,199

12.75

(2)

Foreign

Subtotal A(2)

Total shareholding of promoters A=A(1)+A(2)

29,28,06,199

29,28,06,199

12.75

29,28,06,199

29,28,06,199

12.75

(B)

Public shareholding

(1)

Institutions

(a)

Mutual funds

15,23,60,913

15,23,60,913

6.63

19,12,67,683

19,12,67,683

8.33

1.70

(b)

Banks / Financial institutions

10,88,363

10,88,363

0.05

39,81,083

39,81,083

0.17

0.12

(c)

Central government

(d)

State government(s)

(e)

Venture capital funds

(f)

Insurance companies

24,74,20,991

24,74,20,991

10.77

27,10,45,069

27,10,45,069

11.80

1.03

(g)

Foreign institutional investors / Foreign portfolio investors

92,42,31,962

12,800

92,42,44,762

40.24

87,99,00,889

12,800

87,99,13,689

38.31

(1.93)

(h)

Foreign venture capital funds

(i)

Any other

(i) Alternative Investment Fund

2,58,871

2,58,871

0.01

0.01

Subtotal B(1)

1,32,51,02,229

12,800

1,32,51,15,029

57.69

1,34,64,53,595

12,800

1,34,64,66,395

58.62

0.93

(2)

Non-institutions

(a)

Bodies corporate / overseas corporate bodies

1,76,11,843

51,200

1,76,63,043

0.77

1,42,12,304

51,200

1,42,63,504

0.62

(0.15)

(b)

Individuals

(i) Individuals holding nominal share capital up to ` 1 lakh

11,17,72,259

7,37,345

11,25,09,604

4.90

11,75,33,027

6,99,182

11,82,32,209

5.15

0.25

(ii) Individuals holding nominal share capital in excess of ` 1 lakh

10,62,34,240

40,22,896

11,02,57,136

4.80

10,56,41,694

35,11,696

10,91,53,390

4.75

(0.05)

(c)

Any other

(i) Foreign bodies – DR

2,15,185

2,15,185

0.01

1,15,185

1,15,185

0.00

(0.01)

(ii) Non-banking financial companies

66,287

66,287

61,761

61,761

(iii) NRI

3,49,73,404

6,410

3,49,79,814

1.52

1,17,04,654

6,410

1,17,11,064

0.51

(1.01)

(iv) Trusts (1)

1,80,14,430

1,80,14,430

0.78

2,08,17,020

2,08,17,020

0.91

0.13

Subtotal B(2)

28,88,87,648

48,17,851

29,37,05,499

12.78

27,00,85,645

42,68,488

27,43,54,133

11.94

(0.84)

Total public shareholding total B=B(1)+B(2)

1,61,39,89,877

48,30,651

1,61,88,20,528

70.47

1,61,65,39,240

42,81,288

1,62,08,20,528

70.56

0.09

Total (A+B)

1,90,67,96,076

48,30,651

1,91,16,26,727

83.22

1,90,93,45,439

42,81,288

1,91,36,26,727

83.31

0.09

(C)

Shares held by custodians for ADRs

38,53,17,937

38,53,17,937

16.78

38,33,17,937

38,33,17,937

16.69

(0.09)

Grand total (A+B+C)

2,29,21,14,013

48,30,651

2,29,69,44,664

100.00

2,29,26,63,376

42,81,288

2,29,69,44,664

100.00

(1) Includes 1,12,23,576 shares as of March 31, 2016 and 1,11,89,514 shares as of March 31, 2017, held by Infosys Employee Benefit Trust as per SEBI (Share-Based Employee Benefits) Regulations, 2014 and 1,00,000 shares each as of March 31, 2016 and March 31, 2017, held by Infosys Limited Employees’ Welfare Trust for welfare activities of employees. This is a non-promoter, non-public shareholding.

(ii) Shareholding of promoters

Name of the shareholder

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of shares

% of total shares of the Company

% of shares pledged / encumbered to total shares

No. of shares

% of total shares of the Company

% of shares pledged / encumbered to total shares

Sudha Gopalakrishnan

4,91,78,500

2.14

4,91,78,500

2.14

Rohan Murty

3,17,99,128

1.38

3,17,99,128

1.38

S. Gopalakrishnan

2,16,26,904

0.94

2,16,26,904

0.94

Nandan M. Nilekani

2,13,83,480

0.93

2,13,83,480

0.93

Akshata Murty

2,04,25,648

0.89

2,04,25,648

0.89

Asha Dinesh

2,01,89,928

0.88

2,01,89,928

0.88

Sudha N. Murty

1,80,58,640

0.79

1,80,58,640

0.79

Rohini Nilekani

1,80,04,696

0.78

1,80,04,696

0.78

Dinesh Krishnaswamy

1,69,86,148

0.74

1,69,86,148

0.74

Shreyas Shibulal

1,46,79,855

0.64

1,46,79,855

0.64

Shruti Shibulal

1,36,87,696

0.60

1,36,87,696

0.60

S. D. Shibulal

88,28,844

0.38

88,28,844

0.38

N. R. Narayana Murthy

87,18,688

0.38

87,18,688

0.38

Nihar Nilekani

66,63,240

0.29

66,63,240

0.29

Janhavi Nilekani

66,63,164

0.29

66,63,164

0.29

Kumari Shibulal

54,94,176

0.24

54,94,176

0.24

Divya Dinesh

40,00,000

0.17

40,00,000

0.17

Deeksha Dinesh

40,00,000

0.17

40,00,000

0.17

Meghana

24,17,464

0.11

24,17,464

0.11

(iii) Change in promoters’ shareholding

Name of the shareholder

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

There was no change in promoter’s shareholding in fiscal 2017. The shareholding of promoters is same as mentioned above in the shareholding pattern.

(iv) Shareholding pattern of top 10 shareholders

(Other than directors, promoters and holders of ADRs)

Name of the shareholder

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

Life Insurance Corporation of India

At the beginning of the year

13,22,74,300

5.76

Purchase(s) during the year

3,29,03,521

1.43

16,51,77,821

7.19

Sale(s) during the year

(37,41,698)

(0.16)

16,14,36,123

7.03

At the end of the year

16,14,36,123

7.03

Oppenheimer Developing Markets Fund

At the beginning of the year

4,64,11,362

2.02

Purchase(s) during the year

1,03,14,546

0.45

5,67,25,908

2.47

Sale(s) during the year

(24,32,100)

(0.11)

5,42,93,808

2.36

At the end of the year

5,42,93,808

2.36

Government of Singapore

At the beginning of the year

5,51,04,357

2.40

Purchase(s) during the year

77,66,023

0.34

6,28,70,380

2.74

Sale(s) during the year

(1,01,80,754)

(0.45)

5,26,89,626

2.29

At the end of the year

5,26,89,626

2.29

Abu Dhabi Investment Authority

At the beginning of the year

5,46,82,320

2.38

Purchase(s) during the year

78,58,687

0.34

6,25,41,007

2.72

Sale(s) during the year

(2,16,07,352)

(0.94)

4,09,33,655

1.78

At the end of the year

4,09,33,655

1.78

HDFC Trustee Company Ltd

At the beginning of the year

3,29,07,798

1.43

Purchase(s) during the year

1,44,40,533

0.63

4,73,48,331

2.06

Sale(s) during the year

(90,89,843)

(0.39)

3,82,58,488

1.67

At the end of the year

3,82,58,488

1.67

ICICI Prudential Fund

At the beginning of the year

1,40,95,847

0.61

Purchase(s) during the year

3,97,46,451

1.73

5,38,42,298

2.34

Sale(s) during the year

(2,05,80,105)

(0.89)

3,32,62,193

1.45

At the end of the year

3,32,62,193

1.45

ICICI Prudential Life Insurance Company Ltd

At the beginning of the year

2,97,85,427

1.30

Purchase(s) during the year

3,99,74,525

1.74

6,97,59,952

3.04

Sale(s) during the year

(3,89,21,390)

(1.70)

3,08,38,562

1.34

At the end of the year

3,08,38,562

1.34

Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Fund

At the beginning of the year

2,90,66,065

1.27

Purchase(s) during the year

32,04,284

0.14

3,22,70,349

1.41

Sale(s) during the year

(22,14,077)

(0.10)

3,00,56,272

1.31

At the end of the year

3,00,56,272

1.31

SBI Mutual Fund

At the beginning of the year

1,66,05,199

0.72

Purchase(s) during the year

1,38,26,893

0.60

3,04,32,092

1.32

Sale(s) during the year

(43,17,469)

(0.18)

2,61,14,623

1.14

At the end of the year

2,61,14,623

1.14

Vanguard Total International Stock Index Fund

At the beginning of the year

1,91,09,886

0.83

Purchase(s) during the year

36,97,386

0.16

2,28,07,272

0.99

Sale(s) during the year

(15,747)

0.00

2,27,91,525

0.99

At the end of the year

2,27,91,525

0.99

Ishares India Index Mauritius Company

At the beginning of the year

2,16,23,716

0.94

Purchase(s) during the year

36,65,203

0.16

2,52,88,919

1.10

Sale(s) during the year

(30,47,998)

(0.13)

2,22,40,921

0.97

At the end of the year

2,22,40,921

0.97

Stichting Depositary APG Emerging Markets Equity

At the beginning of the year

2,28,12,976

0.99

Purchase(s) during the year

15,78,680

0.07

2,43,91,656

1.06

Sale(s) during the year

(86,18,258)

(0.37)

1,57,73,398

0.69

At the end of the year

1,57,73,398

0.69

Note : The date-wise increase / decrease in shareholding of the top 10 shareholders is available on our website, https://www.infosys.com/investors/reports-filings/Documents/date-wise-increase-decrease-shareholders2017.pdf.

(v) Shareholding of directors and key managerial personnel (KMP)

Name of the director / KMP

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

U. B. Pravin Rao – COO and Whole-time Director

At the beginning of the year

5,55,520

0.02

At the end of the year

5,55,520

0.02

Dr. Vishal Sikka – CEO and MD

At the beginning of the year

10,824

Allotment on Jun 22, 2016

12,406

23,230

Allotment on Aug 26, 2016

18,236

41,466

Allotment on Jan 13, 2017

3,420

44,886

At the end of the year

44,886

R. Seshasayee – Chairman of the Board

At the beginning of the year

248

At the end of the year

248

Kiran Mazumdar-Shaw – Director

At the beginning of the year

800

At the end of the year

800

D. N. Prahlad – Director

At the beginning of the year

11,51,720

At the end of the year

11,51,720

0.05

M. D. Ranganath – KMP

At the beginning of the year

9,256

At the end of the year

9,256

A. G. S. Manikantha – KMP

At the beginning of the year

80

At the end of the year

80

The following directors did not hold any shares during fiscal 2017 :

  • Ravi Venkatesan – Co-Chairman of the Board
  • Prof. John W. Etchemendy – Director
  • Prof. Jeffrey S. Lehman – Director
  • Dr. Punita Kumar-Sinha – Director
  • Roopa Kudva – Director

The following executives were named as key managerial personnel as defined under Ind AS 24, Related Party Disclosures, and did not hold any shares during fiscal 2017 :

  • Ravi Kumar S.
  • Rajesh K. Murthy
  • Sandeep Dadlani
  • Krishnamurthy Shankar
  • Mohit Joshi
  • David D. Kennedy (1)
  • Gopi Krishnan Radhakrishnan (2)

(1) Ceased to be the General Counsel and Chief Compliance Officer w.e.f. December 31, 2016

(2) Appointed as Acting General Counsel with effect from January 1, 2017

Indebtedness

The Company has not availed any loan during the year and is a debt-free Company.

Remuneration of directors and key managerial personnel

Remuneration of Managing Director (MD), whole-time directors (WTD) and / or manager

in crore

Particulars of remuneration

Name of MD / WTD / Manager

Total amount

Dr. Vishal Sikka

U. B. Pravin Rao

Gross salary

Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (1)

12.04

7.62

19.66

Value of perquisites u/s 17(2) Income-tax Act, 1961

Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

Stock option

(2)(3)(4)(5) 3.69

(6)

3.69

Sweat equity

Commission as % of profit

Others (7)

0.28

0.18

0.46

Total (A)

16.01

7.80

23.81

Ceiling as per the Act

2,118

Notes : The details in the above table are on accrual basis

(1) Includes US $0.82 million (approximately 5.33 crore) as variable pay for the year ended March 31, 2017 as approved by the nomination and remuneration committee on April 13, 2017.

(2) Remuneration includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included. During fiscal 2017, the CEO exercised 34,062 RSUs.

(3) For fiscal 2017, 1,20,700 time-based RSUs amounting to US $2 million (approximately 13.42 crore) have been granted on August 1, 2016. These RSUs were issued in equity shares represented by ADSs.

(4) Based on fiscal 2017 performance evaluation, the Board, on the recommendations of the nomination and remuneration committee, approved on April 13, 2017, performance-based equity and stock options for fiscal 2017 comprising of 1,32,483 RSUs amounting to US $1.9 million (approximately 12.91 crore) and 3,30,525 ESOPs amounting to US $0.96 million (approximately 6.46 crore). These RSUs and ESOPs will be granted effective May  2, 2017.

(5) The Board, based on the recommendations of the nomination and remuneration committee approved on April 13, 2017 the annual time-based vesting grants for fiscal 2018 comprising of 1,37,741 RSUs amounting to US $2 million (approximately 12.97 crore). These RSUs will be granted w.e.f. May 2, 2017.

(6) Based on fiscal 2016 performance, the nomination and remuneration committee, in its meeting held on October 14, 2016, recommended a grant of 27,250 RSUs and 43,000 ESOPs, amounting to 4 crore to U. B. Pravin Rao, Chief Operating Officer (COO), under the 2015 Plan and the same was approved by the shareholders through a postal ballot on March 31, 2017. These RSUs and ESOPs will be granted w.e.f. May 2, 2017.

(7) Includes retirals

Remuneration to other directors

in crore

Particulars of remuneration

Name of director

Total amount

R. Seshasayee

Ravi Venkatesan

Prof. Jeffrey S. Lehman

Prof. John W. Etchemendy

Roopa Kudva

Kiran Mazumdar-Shaw

Dr. Punita Kumar-Sinha

D. N. Prahlad (1)

Independent directors

Fee for attending Board / committee meetings

Commission

1.95

1.04

1.37

1.10

1.00

0.89

1.22

0.36

8.93

Others, please specify

Total (1)

1.95

1.04

1.37

1.10

1.00

0.89

1.22

0.36

8.93

Other non-executive directors

Fee for attending Board / committee meetings

Commission

Others, please specify

Total (2)

Total (B)=(1+2)

1.95

1.04

1.37

1.10

1.00

0.89

1.22

0.36

8.93

Total managerial remuneration

1.95

1.04

1.37

1.10

1.00

0.89

1.22

0.36

8.93

Overall ceiling as per the Act

193

Notes : The details in the above table are on accrual basis

(1) For the period, October 14, 2016 to March 31, 2017

Remuneration to key managerial personnel other than MD / Manager / WTD

in crore

Particulars of remuneration

Key managerial personnel

Others
(1)(2)(3)

Total

Company Secretary

CFO

Gross salary

Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

0.42

4.65

31.95

37.02

Value of perquisites u/s 17(2) Income-tax Act, 1961

Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961

Stock option (4)(5)

Sweat equity

Commission as % of profit

Others (4)

0.02

0.10

9.20

9.32

Total

0.44

4.75

41.15

46.34

Notes : The details in the above table are on accrual basis

In accordance with the definition of perquisites under the Income-tax Act 1961, the remuneration includes the value of stock incentives only on those shares that have been exercised during the period.

(1) During the year ended March 31, 2017, the Company has additionally identified its Presidents (Mohit Joshi, Sandeep Dadlani, Rajesh K. Murthy, Ravi Kumar S.), Group Head – Human Resources (Krishnamurthy Shankar), General Counsel (David D. Kennedy) and Acting General Counsel (Gopi Krishnan Radhakrishnan) as the key managerial personnel, as defined under IAS 24, Related Party Disclosures. Hence, the remuneration for these KMP for fiscal 2017 has been collectively disclosed under others. The remuneration included in the above table is for the complete fiscal 2017. For details of remuneration on an individual basis, refer to Annexure 3 of the Board’s report included in this Annual Report.

(2) David D. Kennedy ceased to be the General Counsel and Chief Compliance Officer of the Company w.e.f. December 31, 2016. Remuneration includes 6 crore payable under severance agreement.

(3) Gopi Krishnan Radhakrishnan was appointed as Acting General Counsel w.e.f. January 1, 2017.

(4) Includes retirals and severance

(5) On November 1, 2016, 2,47,250 RSUs and 5,02,550 stock options were granted under the 2015 Plan, to key managerial personnel, excluding CEO and COO, based on the fiscal 2016 performance. These RSUs and stock options will vest over a period of four years.

Annexure 7 – Annual report on CSR activities

[Pursuant to Section 135 of the Companies Act, 2013]

Corporate Social Responsibility (CSR) is a large part of our overall sustainability policy, encompassing social, economic and environmental actions. Along with philanthropy, we help build institutions, and use technology to safeguard natural resources against climate change risks.

Infosys Foundation (‘the Foundation’), our CSR trust, was established in 1996 with a vision to boosting our CSR initiatives. This was long before the Companies Act, 2013 mandated that a company should function through a registered trust or society for any CSR activities to be undertaken by it. The Foundation publishes a report of its yearly activities, which along with other details of the Foundation’s activities, is available on https://www.infosys.com/infosys-foundation.

CSR committee

The CSR committee of the Board is responsible for overseeing the execution of the Company’s CSR policy. The CSR committee comprises two independent directors and the CEO and MD. The members of the CSR committee are :

  • R. Seshasayee, Chairperson
  • Kiran Mazumdar-Shaw
  • Dr. Vishal Sikka

Our objectives

Our broad objectives, as stated in our CSR policy, include :

  • Making a positive impact on society through economic development and reduction of our resource footprint.
  • Taking responsibility for the actions of the Company while also encouraging a positive impact through supporting causes concerning the environment, communities and our stakeholders.

For more details on our CSR policy, visit https://www.infosys.com/investors/corporate-governance/Documents/corporate-social-responsibility-policy.pdf.

Focus areas

The Foundation’s focus areas are :

  • Healthcare
  • Destitute care
  • Eradication of hunger and promotion of education
  • Rural development, rehabilitation and disaster relief
  • Art and culture
  • Environmental sustainability

Financial details

Section 135 of the Companies Act, 2013 and Rules made under it prescribe that every company having a net worth of 500 crore or more, or turnover of 1,000 crore or more, or a net profit of 5 crore or more during any financial year shall ensure that it spends, in every financial year, at least 2% of the average net profits made during the three immediately preceding financial years, in pursuance of its CSR Policy. The provisions pertaining to CSR as prescribed under the Companies Act, 2013 are applicable to Infosys Limited.

The financial details as sought by the Companies Act, 2013 for fiscal 2017 are as follows :

in crore

Particulars

Amount

Average net profit of the Company for last three financial years

14,371

Prescribed CSR expenditure (2% of the average net profit as computed above)

Total amount to be spent for the financial year

287.42

Amount spent

289.44

Amount unspent

The Infosys Foundation primarily works with non-governmental organizations as the nodal agency for implementing projects. The major projects and heads under which the outlay amount was spent in fiscal 2017 are as follows :

in crore

Theme-based CSR project / activity / beneficiary

Location of the project / program

Amount outlay (budget)

Amount spent on the projects or programs in fiscal 2017

Cumulative expenditure up to the reporting period

(i) Expenditure on projects / programs through the Foundation

Eradicating hunger, poverty and sanitation programs

Akshaya Patra Foundation

Bengaluru

4.00

4.00

4.00

Measures for the benefit of armed forces and their dependents

Relief to martyrs’ families

Andhra Pradesh, Haryana, Karnataka, Kerala, Maharashtra, Odisha, Punjab, Rajasthan, Tamil Nadu, Telangana

19.46

19.46

19.46

Zila Sainik Welfare Office

Chandigarh

5.00

5.00

5.00

Rehabilitation and Welfare Section, Integrated Headquarters of Ministry of Defence

Delhi

5.00

5.00

5.00

Promoting education, enhancing vocational skills

International Institute of Information Technology (IIIT), Bengaluru

Bengaluru

12.51

12.51

12.51

Bhagavatula Charitable Trust

Visakhapatnam

6.66

6.66

6.66

National Centre for Biological Sciences (NCBS)

Bengaluru

5.00

5.00

5.00

The Indian Institutes of Science Education and Research (IISER)

Pashan

5.00

5.00

5.00

Harish-Chandra Research Institute

Allahabad

5.00

5.00

5.00

IIIT, Dharwad

Dharwad

3.17

3.17

3.17

Tata Institute of Fundamental Research (TIFR)

Bengaluru

3.00

3.00

3.00

Ramakrishna Mission

Narottam Nagar

2.50

2.50

2.50

Indraprastha Institute of Information Technology Delhi

Delhi

2.50

2.50

2.50

Central Institute of Plastic Engineering & Technology, Bhubaneshwar

Bhubaneshwar

2.38

2.38

2.38

The International Centre for Theoretical Sciences – TIFR

Bengaluru

2.30

2.30

2.30

Student Tracking System

Udupi, Vijayapura

2.00

2.00

2.00

Banaras Hindu University

Varanasi

2.00

2.00

2.00

AMBA

Bengaluru

1.30

1.30

1.30

Ramakrishna Mission, Delhi

Delhi

1.25

1.25

1.25

The Kailash Satyarthi Children’s Foundation

Delhi

1.10

1.10

1.10

Promoting healthcare including preventive healthcare

Karnataka Chinmaya Seva Trust

Bengaluru

6.50

6.50

6.50

Sri Ramakrishna Sevashrama

Pavagada

6.02

6.02

6.02

Regional Cancer Centre

Thiruvananthapuram

5.25

5.25

5.25

Trivandrum Medical College corridor

Thiruvananthapuram

5.21

5.21

5.21

Indian Red Cross Society

Chandigarh

5.02

5.02

5.02

Kidwai Memorial Institute of Oncology

Bengaluru

3.13

3.13

3.13

Vittala International Institute of Ophthalmology

Bengaluru

2.51

2.51

2.51

Centre for Infectious Disease Research (CIDR)

Bengaluru

1.61

1.61

1.61

Sankara Eye Hospital

Bengaluru

1.54

1.54

1.54

Hyderabad Eye Institute

Bhubaneshwar

1.00

1.00

1.00

Rashtrotthana Blood Bank

Bengaluru

1.00

1.00

1.00

Protection of national heritage, promotion of art & culture

Sahapedia

Delhi

2.00

2.00

2.00

Raja Dinkar Kelkar Museum

Pune

1.00

1.00

1.00

Rehabilitation of homeless and orphans

Chittaprakasha Charitable Trust

Bengaluru

5.00

5.00

5.00

Rural development

Swachh Bharat projects

Hubballi, Hyderabad, Bhubaneshwar, Mysuru

9.46

9.46

9.46

Swami Vivekananda Integrated Rural Health Centre

Pavagada

5.00

5.00

5.00

Ramakrishna Sarada Mission

Dirang

4.55

4.55

4.55

Diagnostic laboratories

Kolar

4.37

4.37

4.37

Road construction

Mudipu

12.38

4.11

4.11

Shivganga Samagra GramVikas Parishad

Jhabua

3.99

3.99

3.99

Drought relief work

Dharwad, Gadag

3.57

3.57

3.57

Bannerghatta Biological Park

Bengaluru

1.05

1.05

1.05

Kalyan Ashram

Guwahati

1.00

1.00

1.00

Others

Various locations

19.29

19.29

19.29

(ii) Expenditure on projects / programs by Infosys

Environmental sustainability and ecological balance

Energy projects (1)

Pune, Hyderabad, Tumakuru

151.11

74.25

74.25

Biomass Cook Stove Project

Maharashtra, Odisha, Rajasthan

22.15

9.66

12.12

Promoting education, enhancing vocational skills

Infosys Science Foundation

Bengaluru

10.00

10.00

10.00

(iii) Overhead

Admin expenses

Bengaluru

1.22

1.22

1.22

Total

387.06

289.44

291.90

Notes : A few of the projects undertaken in the table above are multi-year projects.

(1) Spent towards construction / acquisition of assets

Our CSR responsibilities

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR committee monitors the implementation of the projects and activities in compliance with our CSR objectives.

Bengaluru
April 13, 2017

R. Seshasayee

Chairman

Dr. Vishal Sikka

Chief Executive Officer and Managing Director

Annexure 8 – Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

[Particulars pursuant to the Companies (Accounts) Rules, 2014]

Conservation of resources

Our persistent and focused efforts through smart building automation, highly-efficient designs, deep green retrofits and renewable energy have helped us conserve resources, while efficient waste management has minimized waste to landfills.

Renewable energy : During the year, we augmented the capacity of solar installations. Currently, we have a total installed capacity of around 15 MW across our campuses, including on-the-roof and ground-mount solar installations. We also achieved around 3% reduction in per capita electricity consumption.

Green buildings : With LEED new construction, GRIHA and existing building certifications, we now have 11.1 million sq. ft. of highest rated green buildings across campuses. In fiscal 2017, three of our buildings : Pune – Software Development Building (SDB) 11, Mysuru – SDB 7 and Thiruvananthapuram – SDB 3, were awarded the LEED India Platinum rating. We now have 17 LEED Platinum-rated buildings and four GRIHA 5-star-rated buildings. Hyderabad Gachibowli and Pune Phase 2 campuses earned LEED Platinum certification for existing buildings, Pune becoming the largest corporate campus in the world to achieve the distinction.

Retrofits : The deep green retrofits in air conditioning, UPS systems, lighting and other systems have helped us reduce 31 MW in connected load in the last six years. This initiative helps us investigate and address new opportunities like indoor air quality and thermal comfort in our infrastructure.

Carbon neutrality : We follow a three-pronged strategy to meet our carbon neutrality goal : (a) Reduction in energy consumption using efficiency measures, (b) Installation / procurement of renewable energy and (c) Investment in carbon offsets for the footprint beyond our operations. Combining this with our commitment to social development, we have invested in community-based carbon offset projects such as efficient cook stoves, biogas plants, afforestation, and rural electrification using cleaner energy. In fiscal 2017, we had six carbon offset projects, including a household biogas project, four high-efficiency biomass cook stove projects and one rural electrification project. Together, they are expected to generate about 80% of our carbon offset requirement in fiscal 2018. During this fiscal, Infosys joined the Carbon Pricing Leadership Coalition. We have started three new carbon offset projects (one household biogas and two biomass cook stove projects) which are expected to generate nearly 30% of our carbon offset requirement in fiscal 2018.

Water management : During the year, we achieved a per capita reduction in fresh water by over 8% using efficient fixtures, wastewater treatment technologies, reuse of treated wastewater, rainwater harvesting and smart meters that help us monitor our consumption in real time to eliminate water wastage.

Waste management : We strive to reuse, recycle and responsibly dispose of waste. Our nine biogas plants and seven composting plants have a cumulative capacity to treat 3.27 million kg of waste per annum. With this effort, we can potentially replace 6,820 commercial LPG cylinders (19 kg capacity) in the food courts and produce 300 tons of organic compost per annum. To treat sewage sludge from wastewater treatment plants, we collaborated with Leibniz University, Germany and implemented a first-of-its-kind, fully-automated and solar-heat-assisted greenhouse dryer in India with a cumulative treating capacity of 1.2 million kg of sludge annually. Mysuru and Bengaluru were the first campuses to have such plants – of 3.5 TPD and 1 TPD respectively. This technology is labor-independent and derives more than 90% of its drying energy requirement from the sun.

Biodiversity : We strive to conserve and promote biodiversity at all our owned facilities. We planted over 63,000 saplings this year.

Health, safety and environment

We have integrated climate change actions into our Company strategy. Our Health, Safety and Environmental Management System (HSEMS), called Ozone, seeks to provide a safe and healthy workplace to our employees, visitors and contract workers and achieve high standards of environmental protection. It also strives to keep interested parties well-informed, trained and committed to our HSE process.

Technology absorption

As part of our ‘Renew and New’ strategy, InfosysIT undertook a program – ‘Windmill of InfosysIT’ – encompassing revenue enablement, innovation, and cost optimization as strategic pillars, to empower 2,00,000+ Infoscions around the world. We aspire to provide ‘consumer-grade application experience with industry-grade security’ to Infoscions. We undertook 30 significant initiatives across key focus areas – user experience, automation, and ahead-of-the-curve (innovation) to manage the growing demands of a progressive organization.

Key initiatives

Our portfolio of application workloads on public cloud includes the Infosys corporate website. Akaash, our private cloud for Dev / Test is a self-service-based integrated technology platform with automated provisioning and management capabilities that builds, deploys and manages virtual workloads in a hybrid environment for our project managers. We have built the Infosys Private Production Cloud to host 50+ client workloads across global locations with scalable POD-based Rack Scale architecture and software-defined automation. Our Real-time Analytics Dashboard analyzes process and system effectiveness for critical transactions and helps forecast key performance measures.

Our next-generation Client Relationship Management solution provides our frontline sales with a simplified process along with better mobility, collaboration and real-time analytics.

IT infrastructure : Energy-efficiency

Our energy-efficiency strategy for our IT infrastructure spans :

Data centers and server rooms : We have standardized and incorporated eco-friendly designs to our data center and server rooms to reduce power consumption.

Our two new state-of-the art data centers at Pune and Bengaluru run on high efficiency (around 1.2-1.3 PUE) using latest technologies like rack-level cooling. Two of our existing data centers at Pune and Hyderabad have been redesigned from legacy architecture to an energy-efficient design by adopting hot and cold aisles and caging for rows of racks.

Server power management : Our automated power management tool continuously monitors the workload on each virtual machine (VM) on premises and on public cloud, and manages the shutdown based on threshold. This has yielded power savings of around 25% per VM.

Desktop application virtualization : We have developed a solution leveraging bubble computing or soft-grid computing that ensures better operational efficiencies, platform independence and productivity improvement.

Virtualization and consolidation : We have expanded our internal private cloud capacity with Akaash, which now has a capacity of around 10,000 VMs. We have continued to expand our network-attached storage (NAS)-based virtualization this year. Virtualization increased by 12% from last year.

Paperless office drive : Several measures were taken, including awareness campaigns, mailers and linking paper consumption data to the user’s carbon footprint record.

Research and development (R&D) expenditure

On a standalone basis, the total R&D expenditure, for fiscals 2017 and 2016 is as follows :

in crore

Standalone

2017

2016

Revenue expenditure

351

384

Capital expenditure

31

Total

351

415

R&D expenditure / revenue (%)

0.6

0.8

Future plan of action

We will continue to collaborate with leading national and international universities, product vendors and technology startup companies. We are creating an ecosystem to co-create business solutions on client-specific business themes.

Foreign exchange earnings and outgo

We have established a substantial direct marketing network around the world, including North America, Europe and Asia Pacific. These offices are staffed with sales and marketing specialists who sell our services to large international clients.

Activity in foreign currency – standalone

in crore

2017

2016

Earnings

57,734

52,866

Expenditure

29,088

26,529

Net foreign exchange earnings (NFE)

28,646

26,337

NFE / earnings (%)

49.6%

49.8%

for and on behalf of the Board of Directors

Bengaluru
April 13, 2017

R. Seshasayee

Chairman

Dr. Vishal Sikka

Chief Executive Officer and Managing Director

Annexure 9 – Infosys Limited Policy for Dividend Distribution

As adopted by the Board of Directors on April 13, 2017

This policy applies to the distribution of dividend by Infosys Limited (‘the Company’) in accordance with the provisions of the Companies Act, 2013 (‘the Act’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Regulations’).

Definitions

The terms referred to in the policy will have the same meaning as defined under the Act and the Rules made thereunder, and the SEBI Regulations.

Background

SEBI has, through its notification dated July 8, 2016, released the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, incorporating Regulation 43 A – Dividend Distribution Policy requiring the top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year) to formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites.

This policy sets out the parameters and circumstances that will be taken into account by the Board of Directors of the Company in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The Board of Directors may, in extraordinary circumstances, deviate from the parameters listed in this policy.

a.

The circumstances under which the shareholders may or may not expect dividend

The Company shall comply with the relevant statutory requirements that are applicable to the Company in declaring dividend or retained earnings. Generally, the Board shall determine the dividend for a particular period after taking into consideration the financial performance of the Company, the advice of the executive management, and other parameters described in this policy.

b.

The financial / internal parameters that shall be considered while declaring dividend

The Board of Directors shall consider the following financial parameters while declaring dividend or recommending dividend to shareholders :

Capital allocation plans including :

Expected cash requirements of the Company towards working capital, capital expenditure in technology and infrastructure, etc.

Investments required towards execution of the Company’s strategy

Funds required for any acquisitions that the Board of Directors may approve ; and

Any share buyback plans

Minimum cash required for contingencies or unforeseen events

Funds required to service any outstanding loans

Liquidity and return ratios

Any other significant developments that require cash investments

c.

External factors that shall be considered for declaration of dividend

The Board of Directors shall consider the following external parameters while declaring dividend or recommending dividend to shareholders :

Any significant changes in macroeconomic environment affecting India or the geographies in which the Company operates, or the business of the Company or its clients

Any political, tax and regulatory changes in the geographies in which the Company operates

Any significant change in the business or technological environment resulting in the Company making significant investments to effect the necessary changes to its business model

Any changes in the competitive environment requiring significant investment

d.

Policy as to how the retained earnings shall be utilized

The consolidated profits earned by the Company can either be retained in the business and used for various purposes as outlined in clause (b) above or it can be distributed to the shareholders.

e.

Provisions in regard to various classes of shares

The provisions contained in this policy shall apply to all classes of shares of the Company. It may be noted that currently, the Company has only one class of shares, namely, equity shares.

Review

This policy will be reviewed and amended as and when required by the Board.

Limitation and amendment

In the event of any conflict between the Act or the SEBI Regulations or any other statutory enactments (‘the Regulations’) and the provisions of this policy, the Regulations shall prevail over this policy. Any subsequent amendment / modification in the Regulations, in this regard, shall automatically apply to this policy.

Annexure 10 – Corporate policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website, at https://www.infosys.com/investors/corporate-governance/Pages/policies.aspx/. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements. During the year, the Board revised and adopted some of its policies.

Key policies that have been adopted are as follows :

Name of the policy

Brief description

Web link

Summary of key changes

Whistleblower Policy

(Policy on vigil mechanism)

The Company has adopted a whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct and ethics. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/whistleblower-policy.pdf

The Whistleblower Policy was revised to incorporate details of a third-party whistleblower hotline system comprising a facility to make a report through a phone call and / or online reporting. This will support multiple languages, guarantees anonymity and offers privacy compliance across multiple jurisdictions.

Code of Conduct and Ethics

The Company has adopted the Code of Conduct and Ethics which forms the foundation of its ethics and compliance program. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/CodeofConduct.pdf

The Code of Conduct and Ethics was amended to incorporate global best practices and make this into an interactive resource that is easier for employees to understand while also tying in the elements of the code to our corporate culture.

Dividend Distribution Policy

The Company adopted the Dividend Distribution Policy on April 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/dividend-distribution.pdf

The policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company.

Insider Trading Policy

The policy provides the framework in dealing with securities of the Company. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/insider-trading-policy.pdf

The Insider Trading Policy was revised to restrict any unfair usage by insiders and its formats updated for disclosure by employees, directors, designated persons and connected persons.

Corporate Policy Statement on Investor Relations

The policy is aimed at providing clear guidelines and procedures for disclosing material information outside the Company in order to provide accurate and timely communications to our shareholders and the financial markets. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/corporate-policy-statement-investor-relations.pdf

The Corporate Policy Statement on Investor Relations was revised to streamline timely disclosures and communication.

Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting Infosys and its subsidiaries. This policy is in addition to the Corporate Policy Statement on Investor Relations, which deals with the dissemination of unpublished, price-sensitive information. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/policy-determining-materiality-disclosures.pdf

The Policy for Determining Materiality for Disclosures was revised to streamline timely disclosures and communication.

Recoupment Policy

The policy deals with the provisions if the Company restates its financial statements. It allows the Company to recover any incentive-based compensation received by an executive officer that is in excess of what would have been payable based on the restated and corrected financial statements.

https://www.infosys.com/investors/corporate-governance/Documents/recoupment-policy.pdf

There has been no change to the policy during fiscal 2017.

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.

https://www.infosys.com/investors/corporate-governance/Documents/nomination-remuneration-policy.pdf

There has been no change to the policy during fiscal 2017.

Corporate Social Responsibility Policy

The policy outlines the Company’s strategy to bring about a positive impact on society through programs relating to hunger, poverty, education, healthcare, environment and lowering its resource footprint.

https://www.infosys.com/investors/corporate-governance/Documents/corporate-social-responsibility-policy.pdf

There has been no change to the policy during fiscal 2017.

Policy on Material Subsidiaries

The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.

https://www.infosys.com/investors/corporate-governance/Documents/material-subsidiaries-policy.pdf

There has been no change to the policy during fiscal 2017.

Related Party Transaction Policy

The policy regulates all transactions between the Company and its related parties.

https://www.infosys.com/investors/corporate-governance/Documents/related-party-transaction-policy.pdf

There has been no change to the policy during fiscal 2017.

Document Retention and Archival Policy

The policy deals with the retention and archival of corporate records of Infosys Limited and all its subsidiaries.

https://www.infosys.com/investors/corporate-governance/Documents/document-retention-archival-policy.pdf

There has been no change to the policy during fiscal 2017.