Shareholder information

Corporate

Infosys was incorporated in Pune, in 1981, as Infosys Consultants Private Limited, a private limited company under the Indian Companies Act, 1956. In 1983, the corporate headquarters was relocated to Bengaluru. The name of the Company was changed to Infosys Technologies Private Limited in April 1992 and to Infosys Technologies Limited in June 1992, when the Company became a public limited company. We made an initial public offering in February 1993 and were listed on stock exchanges in India in June 1993. Trading opened at 145 per share, compared to the IPO price of 95 per share. In October 1994, we made a private placement of 5,50,000 shares at 450 each to Foreign Institutional Investors (FIIs), Financial Institutions (FIs) and body corporates.

In March 1999, we issued 20,70,000 American Depositary Shares (ADSs) (equivalent to 10,35,000 equity shares of par value 10 each) at US $ 34 per ADS under the ADS Program, and the same were listed on the NASDAQ National Market.

All the above data is unadjusted for stock split and bonus shares. During July 2003, June 2005 and November 2006, we successfully completed secondary-sponsored American Depositary Receipt (ADR) issues of US $ 294 million, US $ 1.1 billion and US $ 1.6 billion, respectively.

During fiscal 2012, the name of the Company was changed from Infosys Technologies Limited to Infosys Limited to mark the transition from being a technology services provider to a business transformation partner for our clients.

During fiscal 2013, we delisted our ADSs from NASDAQ, and listed the same in the New York Stock Exchange (NYSE), Euronext London and Euronext Paris markets. The delisting and listing was made to leverage the Euronext partnership, since both the U.S. and Europe are home to many of our investors, clients and employees.

The Company’s financial year begins on April 1 and ends on March 31, every year. The address of our registered office is Electronics City, Hosur Road, Bengaluru 560 100, Karnataka, India.

Bonus issues and stock split

Fiscal

1986

1989

1991

1992

1994

1997

1999

2005

2007

2015

2016 (1)

Bonus

1:1

1:1

1:1

1:1

1:1

1:1

1:1

3:1

1:1

1:1

1:1

Notes : In addition to issuing the above bonus shares, the Company split the stock in the ratio of 2 to 1 in fiscal 2000.

(1) The Company had allotted bonus shares in the ratio of 1:1 pursuant to a bonus issue approved by shareholders in June 2015.


Capital Allocation Policy and Dividend Distribution Policy

Refer to ‘Material changes and commitments affecting financial position’ in the Board’s report section of this Annual Report.

Unclaimed dividend

Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’) mandates that companies transfer dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules mandate the transfer of shares with respect to the dividend, which has not been paid or claimed for seven consecutive years or more to IEPF. Accordingly, the dividend for the years mentioned as follows will be transferred to the IEPF on the respective dates if the dividend remains unclaimed for seven years, and the corresponding shares will also be transferred to IEPF if dividend is unclaimed for seven consecutive years :

Year

Type of dividend

Dividend per share ()

Date of declaration

Due date for transfer

Amount () (1)

2010

Final

15.00

June 12, 2010

July 17, 2017

60,82,320

2011

Interim (2)

40.00

October 15, 2010

November 20, 2017

1,55,43,920

Final

20.00

June 11, 2011

July 16, 2018

76,15,840

2012

Interim

15.00

October 12, 2011

November 17, 2018

71,82,930

Final (3)

32.00

June 09, 2012

July 14, 2019

1,42,99,648

2013

Interim

15.00

October 12, 2012

November 17, 2019

73,20,705

Final

27.00

June 15, 2013

July 20, 2020

1,18,27,728

2014

Interim

20.00

October 18, 2013

November 23, 2020

1,14,31,860

Final

43.00

June 14, 2014

July 19, 2021

1,51,68,852

2015

Interim

30.00

October 10, 2014

November 14, 2021

1,13,11,740

Final

29.50

June 22, 2015

July 23, 2022

1,99,48,755

2016

Interim

10.00

October 12, 2015

November 17, 2022

1,57,00,110

Final

14.25

June 18, 2016

July 17, 2023

2,30,05,071

2017

Interim

11.00

October 14, 2016

November 19, 2023

32,93,037

(1) Amount unclaimed as on March 31, 2017.

(2) Includes 30th year special dividend of 30 per share.

(3) Includes special dividend of 10 per share on the successful completion of 10 years of Infosys BPO operations.

The Company sends periodic intimation to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividends. Shareholders may note that both the unclaimed dividend and corresponding shares transferred to IEPF including all benefits accruing on such shares, if any, can be claimed back from IEPF following the procedure prescribed in the Rules. No claim shall lie in respect thereof with the Company.

Dividend remitted to IEPF during the last three years

Fiscal

Type of dividend

Dividend declared on

Amount transferred to IEPF ()

Date of transfer to IEPF

2017

Interim

October 09, 2009

53,48,610

November 12, 2016

Final

June 20, 2009

15,69,766

July 25, 2016

2016

Interim

October 11, 2008

17,29,130

November 6, 2015

Final

June 14, 2008

23,69,407

July 10, 2015

2015

Interim

October 11, 2007

7,52,112

November 5, 2014

Final

June 22, 2007

5,54,117

July 15, 2014

Investor services

Tentative calendar

Quarter ending

Earnings release

Trading window closure

Jun 30, 2017

Jul 14, 2017

Jun 16, 2017 to Jul 16, 2017

Sep 30, 2017

Oct 13, 2017

Sep 16, 2017 to Oct 15, 2017

Dec 31, 2017

Jan 12, 2018

Dec 16, 2017 to Jan 14, 2018

Mar 31, 2018

Apr 13, 2018

Mar 16, 2018 to Apr 15, 2018

Annual General Meeting

Date and time

June 24, 2017, Saturday,
3:00 p.m. IST

Venue

The Christ University Auditorium, Hosur Road, Bengaluru 560 029

E-voting dates

June 19 to June 23, 2017

Book closure date

June 3, 2017

Dividend payment date

June 27, 2017

Dematerialization of shares and liquidity

Infosys shares are tradable in the electronic form only. We have established connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through Karvy Computershare Private Limited, our registrars and share transfer agents. The International Securities Identification Number (ISIN) allotted to our shares under the Depository System is INE009A01021.

As on March 31, 2017, 99.81% of our shares were held in dematerialized form and the rest in physical form.

We were the first company in India to pay a one-time custodial fee of 44.43 lakh to NSDL. Consequently, our shareholders do not have to pay depository participants the custodial fee charged by NSDL on their holding.

Shares held in demat and physical mode as on March 31, 2017 are as follows :

Category

Number of

% to total equity

cases

shares

Demat mode

7,10,707

2,29,26,63,376

99.81

Physical mode

422

42,81,288

0.19

Grand total

7,11,129

2,29,69,44,664

100

We request shareholders whose shares are in the physical mode to dematerialize their shares and update their bank accounts with the respective depository participants to enable us to provide better service.

Investor awareness

We have provided a synopsis of the rights and responsibilities of shareholders on our website, https://www.infosys.com/investors/shareholder-services/pages/faqs.aspx. We encourage you to read the details provided and seek answers to questions that you may have regarding your rights as a shareholder.

Secretarial audit

Pursuant to Section 204 of the Companies Act, 2013 and Rules thereunder, the Board of Directors of the Company appointed Parameshwar G. Hegde, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report confirms that the Company has complied with all applicable provisions of the Companies Act, 2013, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, and all the Regulations and Guidelines of the Securities and Exchange Board of India (SEBI), as applicable to the Company. The audit also covers the reconciliation on a quarterly basis, the total admitted capital with NSDL and CDSL, and the total issued and listed capital. The audit has confirmed that the total issued / paid-up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. Further, the Company complies with the mandatory and voluntary Secretarial Standards issued by the Institute of Company Secretaries of India.

Investor complaints

Nature of complaints

Received

Attended

2017

2016

2017

2016

Dividend / Annual Report related

576

594

576

594

We attended to most of the investors’ grievances and postal / electronic communications within a period of 10 days from the date of receipt of such grievances. The exceptions have been for cases constrained by disputes or legal impediments.

Legal proceedings

There are certain pending cases related to disputes over title to shares in which we had been made a party. However, these cases are not material in nature.

Share transfers in physical form

Shares sent for physical transfer are effected after giving a 15-day notice to the seller for confirmation of the sale. The total number of shares transferred in physical form during the year was nil as against 15,000 for the previous year.

Shareholding pattern

The detailed report on the shareholding pattern of the Company as on March 31, 2017 is presented in MGT-9 enclosed to the Board’s report as Annexure 6.

Shareholders holding more than 1% of the shares

The details of shareholders (non-founders and non-ADR) holding more than 1% of the equity as on March 31, 2017 are as follows :

Name of the shareholder

No. of shares

%

Life Insurance Corporation of India (1)

16,14,36,123

7.03

Oppenheimer Developing Markets Fund (3)

5,42,93,808

2.36

Government of Singapore (3)

5,26,89,626

2.29

Abu Dhabi Investment Authority (3)

4,09,33,655

1.78

HDFC Trustee Company Limited (2)

3,82,58,488

1.67

ICICI Prudential Fund (2)

3,32,62,193

1.45

ICICI Prudential Life Insurance

Company Ltd (1)

3,08,38,562

1.34

Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Fund (3)

3,00,56,272

1.31

SBI Mutual Fund (2)

2,61,14,623

1.14

(1) Insurance company

(2) Indian mutual fund

(3) Foreign portfolio investor / Foreign institutional investors

Distribution of shareholding as on March 31, 2017

No. of shares held

No. of cases

% to cases

No. of shares

% to equity

1

13,883

1.95

13,883

2-10

1,47,746

20.78

10,17,453

0.04

11-50

2,89,319

40.68

84,44,897

0.37

51-100

1,07,378

15.10

85,66,438

0.37

101-200

68,704

9.66

1,06,74,769

0.46

201-500

46,162

6.49

1,53,01,304

0.67

501-1,000

16,211

2.28

1,18,96,520

0.52

1,001-5,000

14,248

2.00

3,18,29,028

1.39

5,001-10,000

2,527

0.36

1,83,55,292

0.80

10,001 and above

4,951

0.70

2,19,08,45,080

95.38

Total

7,11,129

100.00

2,29,69,44,664

100.00

Listing on stock exchanges

Codes

India

Global

NSE

BSE

NYSE

Exchange

INFY

500209

INFY

Reuters

INFY.NS

INFY.BO

INFY.K

Bloomberg

INFO IS

INFO IB

INFY UN

The listing fees for fiscal 2017 have been paid for all of the above stock exchanges in India and overseas.

ISIN Code for ADS : US4567881085

Stock market data relating to shares listed in India and NYSE

Our market capitalization is included in the computation of the BSE 30 Sensitive Index (Sensex), the BSE Dollex, the S&P CNX NIFTY Index, Dow Jones Global Titans 50 and NYSE.

Stock market data – exchanges in India

The monthly high and low quotations, as well as the volume of shares traded at the BSE, the NSE, and NYSE for the current year are provided as follows :

2016-17

BSE

NSE

Volume

Months

High ()

Low ()

Volume A (No.)

High ()

Low ()

Volume B (No.)

(A+B) (No.)

April

1,268

1,151

97,20,735

1,268

1,151

6,59,54,381

7,56,75,116

May

1,270

1,172

24,60,696

1,272

1,171

5,51,44,806

5,76,05,502

June

1,278

1,156

35,33,314

1,279

1,155

6,70,69,050

7,06,02,364

July

1,195

1,056

96,18,741

1,196

1,052

10,33,18,265

11,29,37,006

August

1,094

1,009

53,18,517

1,095

1,009

7,81,16,022

8,34,34,539

September

1,069

1,024

61,88,665

1,069

1,024

5,94,15,210

6,56,03,875

October

1,081

994

46,03,095

1,083

993

6,00,13,510

6,46,16,605

November 

1,010

900

43,82,558

1,007

901

8,30,86,381

8,74,68,939

December

1,021

958

36,96,839

1,022

958

6,24,14,827

6,61,11,666

January

1,045

905

78,41,706

1,040

901

11,46,69,064

12,25,10,770

February

1,028

906

60,96,919

1,031

905

8,29,66,621

8,90,63,540

March

1,044

999

32,99,425

1,044

999

6,78,41,984

7,11,41,409

Total

6,67,61,210

90,00,10,121

96,67,71,331

Note : The number of shares outstanding is 1,91,36,26,727 as of March 31, 2017. ADSs have been excluded for the purpose of this calculation.

Volume traded / average outstanding shares (%) in the last three fiscals is as follows :

Fiscal

Volume (BSE)

Volume (NSE)

Volume (BSE +NSE)

2016-17

4

47

51

2015-16

3

49

52

2014-15

5

62

67

Stock market data – NYSE

2016-17

High ($)

Low ($)

High ()

Low ()

Volume (No.)

Months

April

20.47

17.86

1,358

1,185

8,75,95,491

May

19.53

18.19

1,314

1,223

4,86,62,337

June

19.76

17.31

1,334

1,169

8,21,61,036

July

18.48

16.31

1,239

1,093

9,39,20,069

August

16.64

15.64

1,114

1,047

12,52,38,584

September

16.57

15.76

1,104

1,050

9,43,37,442

October

16.71

15.19

1,116

1,015

10,13,00,760

November 

15.34

13.74

1,049

940

14,31,44,388

December

15.07

14.16

1,024

962

7,16,25,917

January

15.38

13.58

1,044

922

18,04,79,005

February

15.30

13.42

1,021

895

14,19,44,611

March

15.92

14.93

1,032

968

13,84,86,873

Total

1,30,88,96,513

Note : 1 ADS = 1 equity share. The US dollar has been converted into the Indian rupee at the monthly closing rates. The number of ADSs outstanding as on March 31, 2017 was 38,33,17,937. The percentage of volume traded for the year at NYSE, to the total float was 341%.

ADS premium compared to price quoted on NSE

Outstanding ADSs

Our ADSs, as evidenced by American Depositary Receipts (ADRs), are traded in the U.S. on the NYSE at New York, Euronext London and Euronext Paris under the ticker symbol ‘INFY’. The currency of trade of ADS in the U.S. is USD and at London and Paris is Euro (EUR). Each equity share is represented by one ADS. The ADRs evidencing ADSs began trading on the NYSE, New York, from December 12, 2012, and Euronext London and Paris from February 20, 2013, when they were listed pursuant to the Listing Agreement entered with the NYSE. As on March 31, 2017, there were 31,639 record holders of ADRs evidencing 38,33,17,937 ADSs (1 ADS = 1 equity share).

Infosys share price versus the NSE Nifty

Note: Base 100 = April 1, 2016

Share price chart

Notes : The historical stock price performance in the above graph should not be considered indicative of potential future stock price performance.

Adjusted for bonus issues and stock split wherever applicable

Base 100 = February 1993

Global locations

Infosys is a leading provider of technology services and consulting and have operations spread over 45 countries. We do not have any manufacturing plants, but have development centers and offices in India and overseas. Visit https://www.infosys.com/investors/reports-filings/Documents/global-presence2017.pdf for details related to our global locations.

Investor contacts

For queries relating to financial statements

Jayesh Sanghrajka

Deputy Chief Financial Officer & EVP

Tel : 91 80 2852 1705 Fax : 91 80 2852 0754

Email : jayesh.sanghrajka@infosys.com

Investor correspondence

Sandeep Mahindroo

VP, Financial Controller and Head – Investor Relations

Tel : 91 80 3980 1018 Fax : 91 80 2852 0754

Email : sandeep_mahindroo@infosys.com

For queries relating to shares / dividend / compliance

A. G. S. Manikantha

Company Secretary

Tel : 91 80 4116 7775 Fax : 91 80 2852 0754

Email : manikantha_ags@infosys.com

For queries relating to business responsibility report

Aruna C. Newton

AVP and Head – Diversity and Inclusion

Tel : 91 80 2852 0261

Email : arunacnewton@infosys.com

Registrar and share transfer agents

Karvy Computershare Private Limited

Plot 31-32, Gachibowli, Financial District

Nanakramguda, Hyderabad – 500 032

Contact person

Shobha Anand

Assistant General Manager, Karvy Computershare Private Limited

Tel : 91 40 67161559

Email : shobha.anand@karvy.com

Depositary bank (ADS)

United States

Deutsche Bank Trust Company Americas

Deutsche Bank, 60 Wall Street, 16th Floor

Global Transaction Banking

Depositary Receipts

New York 10005, NY, U.S.

Tel : 1 212 250 2500 Fax : 1 732 544 6346

India

Deutsche Bank AG, Filiale Mumbai

Global Transaction Banking – Depositary Receipts

The Capital, C-70, G Block

Bandra Kurla Complex, Mumbai 400 051, India

Tel : 91 22 7180 4444 Fax : 91 22 7180 4122

Custodian in India (ADS)

ICICI Bank Limited

Securities Market Services

1st Floor, Empire Complex, 414, Senapati Bapat Marg,

Lower Parel, Mumbai 400 013,

Maharashtra, India.

Tel : 91 22 66672005 / 43434116 / 43434121
Fax : 91 22 66672779

Sponsor Bank for ADS in Europe

BNP Paribas Securities Services

CTS Services Aux Emetteurs

Les Grands Moulins De Pantin

9 Rue du Débarcadère 93761 Pantin Cedex, France

Depository for equity shares in India

National Securities Depository Limited

Trade World, ‘A’ Wing, 4th Floor

Kamala Mills Compound Senapati Bapat Marg,
Lower Parel, Mumbai 400 013, India

Tel : 91 22 2499 4200 Fax : 91 22 2497 6351

Central Depository Services (India) Limited

Phiroze Jeejeebhoy Towers, 17th Floor

Dalal Street, Fort, Mumbai 400 001, India

Tel : 91 22 2272 3333 Fax : 91 22 2272 3199

Addresses of regulatory authority / stock exchanges

In India

Securities and Exchange Board of India

Plot No. C4-A, G Block, Bandra Kurla Complex

Bandra (East), Mumbai 400 051, India

Tel : 91 22 2644 9000, 91 22 4045 9000

Fax : 91 22 2644 9019-22, 91 22 4045 9019-22

National Stock Exchange of India Ltd.

Exchange Plaza, Plot No. C / 1, G Block

Bandra Kurla Complex

Bandra (East), Mumbai 400 051, India

Tel : 91 22 2659 8100 Fax : 91 22 2659 8120

BSE Ltd.

Phiroze Jeejeebhoy Towers

Dalal Street, Kala Ghoda, Mumbai 400 001, India

Tel : 91 22 2272 1233 Fax : 91 22 2272 1919

Outside India

New York Stock Exchange

11 Wall Street, New York, NY 10005, U.S.

Tel : 1 212 656 3000 Fax : 1 212 656 5549

Euronext, London

Juxon House, 100 St. Paul’s Churchyard

London EC4M 8BU

Tel : 44 20 7280 6850 / 44 20 7076 0900

Euronext, Paris

14, place des Reflets

92054 Paris La Défense Cedex

Tel +33 (0)1 70 48 24 00