Annexures to Board’s report
Annexure 1 – Statement containing the salient features of the financial statements of subsidiaries / associate companies
[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
Sl. No. |
Name of the subsidiary |
Financial period ended |
Date of acquisition |
Exchange rate / Reporting currency |
Share capital |
Reserves and surplus |
Total assets |
Total liabilities (excluding share capital and reserves and surplus) |
Investments |
(1) Turnover (includes inter-company transactions) |
(1) Profit / (Loss) before taxation |
(1) Provision for taxation |
(1) Profit / (Loss) after taxation |
% of shareholding |
1 |
Infosys BPM Limited (formerly Infosys BPO Limited) |
Mar 31, 2018 |
NA |
INR |
34 |
3,407 |
3,980 |
539 |
857 |
3,061 |
642 |
173 |
469 |
99.98 |
2 |
EdgeVerve Systems Limited |
Mar 31, 2018 |
NA |
INR |
1,312 |
(2,709) |
880 |
2,277 |
43 |
2,439 |
454 |
142 |
312 |
100.00 |
3 |
Infosys Public Services, Inc. |
Mar 31, 2018 |
NA |
1 USD = ₹ 65.18 |
98 |
365 |
650 |
187 |
– |
952 |
127 |
54 |
73 |
100.00 |
4 |
Infosys Technologies (China) Co. Limited |
Dec 31, 2017 |
NA |
1 RMB = ₹ 9.82 |
331 |
(181) |
438 |
288 |
– |
919 |
(76) |
– |
(76) |
100.00 |
5 |
Infosys McCamish Systems LLC(4) |
Mar 31, 2018 |
Dec 4, 2009 |
1 USD = ₹ 65.18 |
175 |
(6) |
627 |
458 |
– |
820 |
67 |
25 |
42 |
99.98 |
6 |
Infy Consulting Company Limited(2) |
Dec 31, 2017 |
NA |
1 GBP = ₹ 86.28 |
– |
22 |
221 |
199 |
– |
791 |
20 |
4 |
16 |
100.00 |
7 |
Infosys Consulting GmbH(2) |
Dec 31, 2017 |
NA |
1 EUR = ₹ 76.53 |
1 |
(20) |
219 |
238 |
– |
654 |
(6) |
(2) |
(4) |
100.00 |
8 |
Infosys Poland |
Mar 31, 2018 |
Oct 1, 2007 |
1 PLN = ₹ 19.15 |
4 |
576 |
703 |
123 |
71 |
519 |
84 |
16 |
68 |
99.98 |
9 |
Infosys Consulting AG(2) |
Dec 31, 2017 |
NA |
1 CHF = ₹ 65.50 |
1 |
71 |
183 |
111 |
– |
450 |
17 |
5 |
12 |
100.00 |
10 |
Infosys Technologies (Shanghai) Company Limited |
Dec 31, 2017 |
NA |
1 RMB = ₹ 9.82 |
895 |
(95) |
1,097 |
297 |
– |
278 |
(96) |
– |
(96) |
100.00 |
11 |
Infosys Tecnologia do Brasil Ltda. |
Dec 31, 2017 |
NA |
1 BRL = ₹ 19.32 |
146 |
(26) |
204 |
84 |
– |
270 |
32 |
9 |
23 |
100.00 |
12 |
Infosys Technologies S. de R. L. de C. V. |
Dec 31, 2017 |
NA |
1 MXN = ₹ 3.25 |
65 |
81 |
185 |
39 |
– |
261 |
57 |
17 |
40 |
100.00 |
13 |
Panaya Ltd.(6) |
Dec 31, 2017 |
NA |
1 USD = ₹ 63.88 |
256 |
(651) |
235 |
630 |
– |
235 |
(144) |
14 |
(158) |
100.00 |
14 |
Kallidus Inc. |
Dec 31, 2017 |
Jun 2, 2015 |
1 USD = ₹ 63.88 |
15 |
66 |
175 |
94 |
– |
193 |
(92) |
(26) |
(66) |
100.00 |
15 |
Infosys Management Consulting Pty. Limited(2) |
Dec 31, 2017 |
NA |
1 AUD = ₹ 49.95 |
17 |
(7) |
30 |
20 |
– |
138 |
9 |
(4) |
13 |
100.00 |
16 |
Infosys Consulting Ltda.(3) |
Dec 31, 2017 |
NA |
1 BRL = ₹ 19.32 |
137 |
(194) |
81 |
138 |
– |
133 |
(71) |
1 |
(72) |
99.99 |
17 |
Lodestone Management Consultants Co., Ltd.(2) |
Dec 31, 2017 |
NA |
1 RMB = ₹ 9.82 |
43 |
(153) |
42 |
152 |
– |
117 |
(68) |
(1) |
(67) |
100.00 |
18 |
Infosys Consulting Sp. Z o.o.(2) |
Dec 31, 2017 |
NA |
1 PLN = ₹ 18.29 |
2 |
7 |
40 |
31 |
– |
108 |
11 |
3 |
8 |
100.00 |
19 |
Panaya Inc. |
Dec 31, 2017 |
Mar 5, 2015 |
1 USD = ₹ 63.88 |
– |
402 |
553 |
151 |
– |
105 |
4 |
2 |
2 |
100.00 |
20 |
Infosys Technologies (Sweden) AB |
Dec 31, 2017 |
NA |
1 SEK = ₹ 7.78 |
2 |
23 |
42 |
17 |
– |
100 |
4 |
– |
4 |
100.00 |
21 |
Portland Group Pty. Limited(4) |
Mar 31, 2018 |
Jan 4, 2012 |
1 AUD = ₹ 50.05 |
18 |
91 |
128 |
19 |
– |
89 |
3 |
1 |
2 |
99.98 |
22 |
Infosys |
Mar 31, 2018 |
NA |
1 CZK = ₹ 3.16 |
3 |
72 |
96 |
21 |
21 |
78 |
1 |
– |
1 |
99.98 |
23 |
Infosys Consulting |
Dec 31, 2017 |
NA |
1 SGD = ₹ 47.81 |
52 |
(52) |
22 |
22 |
– |
68 |
1 |
– |
1 |
100.00 |
24 |
Infy Consulting B.V.(2) |
Dec 31, 2017 |
NA |
1 EUR = ₹ 76.53 |
1 |
29 |
48 |
18 |
– |
65 |
2 |
(1) |
3 |
100.00 |
25 |
Skava Systems |
Mar 31, 2018 |
Jun 2, 2015 |
INR |
– |
38 |
44 |
6 |
5 |
57 |
10 |
(5) |
15 |
100.00 |
26 |
Brilliant Basics Limited(7) |
Mar 31, 2018 |
NA |
1 GBP = ₹ 92.28 |
– |
(5) |
17 |
22 |
– |
54 |
(5) |
– |
(5) |
100.00 |
27 |
Panaya GmbH(6) |
Dec 31, 2017 |
NA |
1 EUR = ₹ 76.53 |
– |
(2) |
62 |
64 |
– |
30 |
1 |
– |
1 |
100.00 |
28 |
Infosys Consulting SAS(2) |
Dec 31, 2017 |
NA |
1 EUR = ₹ 76.53 |
29 |
(23) |
13 |
7 |
– |
26 |
6 |
(2) |
8 |
100.00 |
29 |
Infosys Consulting S.R.L.(2) |
Dec 31, 2017 |
NA |
1 ARS = ₹ 3.34 |
7 |
(7) |
11 |
11 |
– |
23 |
1 |
2 |
(1) |
100.00 |
30 |
Infosys Consulting |
Dec 31, 2017 |
NA |
1 EUR = ₹ 76.53 |
3 |
(27) |
10 |
34 |
– |
22 |
1 |
(1) |
2 |
99.90 |
31 |
S.C. Infosys Consulting S.R.L.(2) |
Dec 31, 2017 |
NA |
1 RON = ₹ 16.42 |
1 |
7 |
10 |
2 |
– |
18 |
2 |
– |
2 |
100.00 |
32 |
Lodestone Management Consultants Portugal, |
Dec 31, 2017 |
NA |
1 EUR = ₹ 76.53 |
11 |
(8) |
10 |
7 |
– |
11 |
1 |
– |
1 |
100.00 |
33 |
Lodestone Management Consultants Inc.(2)(5) |
Dec 31, 2017 |
NA |
1 USD = ₹ 63.88 |
1 |
24 |
25 |
– |
– |
9 |
2 |
3 |
(1) |
100.00 |
34 |
Panaya Japan |
Dec 31, 2017 |
NA |
1 JPY = ₹ 0.5677 |
– |
(1) |
15 |
16 |
– |
4 |
– |
– |
– |
100.00 |
35 |
Infosys Consulting s.r.o.(2) |
Dec 31, 2017 |
NA |
1 CZK = ₹ 2.99 |
– |
5 |
6 |
1 |
– |
4 |
– |
– |
– |
100.00 |
36 |
Brilliant Basics (MENA) DMCC(7) |
Dec 31, 2017 |
NA |
1 AED = ₹ 17.39 |
– |
– |
1 |
1 |
– |
2 |
6 |
– |
6 |
100.00 |
37 |
Infosys Technologies (Australia) Pty. Limited(5) |
Mar 31, 2018 |
Jan, 2004 |
1 AUD = ₹ 50.05 |
4 |
34 |
38 |
– |
– |
– |
1 |
– |
1 |
100.00 |
38 |
Infosys Nova Holdings LLC. (Infosys Nova) |
Dec 31, 2017 |
NA |
1 USD = ₹ 63.88 |
93 |
(93) |
– |
– |
– |
– |
(97) |
– |
(97) |
100.00 |
39 |
Brilliant Basics Holdings Limited |
Mar 31, 2018 |
Sep 8, 2017 |
1 GBP = ₹ 92.28 |
– |
– |
14 |
14 |
– |
– |
– |
– |
– |
100.00 |
40 |
Infosys Consulting Holding AG |
Dec 31, 2017 |
Oct 22, 2012 |
1 CHF = ₹ 65.50 |
166 |
46 |
425 |
213 |
– |
– |
(78) |
1 |
(79) |
100.00 |
41 |
Lodestone Management Consultants GmbH (Austria)(2)(8) |
Dec 31, 2017 |
NA |
1 EUR = ₹ 76.53 |
1 |
(1) |
– |
– |
– |
– |
2 |
– |
2 |
100.00 |
42 |
Infosys BPO |
Mar 31, 2018 |
NA |
1 USD = ₹ 65.18 |
7 |
(9) |
3 |
5 |
– |
– |
(5) |
– |
(5) |
99.98 |
43 |
Infosys Americas Inc. |
Mar 31, 2018 |
NA |
1 USD = ₹ 65.18 |
1 |
– |
1 |
– |
– |
– |
– |
– |
– |
100.00 |
(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 BPM Limited
(5) Under liquidation
(6) Wholly-owned subsidiary of Panaya Inc.
(7) Wholly-owned subsidiary of Brilliant Basics Holdings Limited
(8) During fiscal 2018, the holding company of Lodestone Management Consultants GmbH (Austria) changed from Infosys Consulting Holding AG to Infosys Limited
(9) During fiscal 2017, the holding company of Infosys Consulting Pte Ltd. changed from Infosys Consulting 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 liquidated effective May 9, 2017.
4. Noah Consulting LLC (‘Noah’) has been liquidated effective November 9, 2017.
5. Noah Information Management Consulting Inc, a wholly-owned subsidiary of Noah Consulting LLC has been liquidated effective December 20, 2017.
6. Infosys Arabia Limited, a subsidiary of Infosys Limited, has been incorporated effective March 18, 2018 and is yet to commence operations.
7. Infosys Chile SpA, a subsidiary of Infosys Limited has been incorporated on November 20, 2017, and it is yet to commence operations.
8. DWA Nova LLC, an associate, has been liquidated effective November 17, 2017.
9. Reserves and surplus include other comprehensive income and securities premium.
for and on behalf of the Board of Directors of Infosys Limited |
|||
Nandan M. Nilekani Chairman |
Salil Parekh Chief Executive Officer and |
U.B. Pravin Rao Chief Operating Officer and Whole-time Director |
|
Bengaluru April 13, 2018 |
D. Sundaram 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, 2018, 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, 2018 are as follows :
Name of related party |
Nature of relationship |
Duration of |
Salient terms(1) |
Amount |
Nature of contract |
||||
Investment in equity instruments |
||||
Infosys Technologies (China) Co. Limited |
Subsidiary |
Not applicable |
Not applicable |
97 |
Infosys Technologies (Shanghai) |
Subsidiary |
Not applicable |
Not applicable |
74 |
Panaya Inc. |
Subsidiary |
Not applicable |
Not applicable |
38 |
Brilliant Basics Holdings Limited |
Subsidiary |
Not applicable |
Not applicable |
29 |
238 |
||||
Purchase of services |
||||
Infy Consulting Company Limited |
Subsidiary |
Nov 1, 2012 – ongoing |
Based on transfer pricing guidelines |
729 |
Infosys BPM Limited |
Subsidiary |
Apr 1, 2012 – ongoing |
Based on transfer pricing guidelines |
502 |
Infosys Management Consulting Pty. Limited |
Subsidiary |
Jan 1, 2013 – ongoing |
Based on transfer pricing guidelines |
99 |
Noah Consulting LLC(2) |
Subsidiary |
Not Applicable |
Based on transfer pricing guidelines |
91 |
Infosys Technologies (China) Co. Limited |
Subsidiary |
Apr 1, 2011 – ongoing |
Based on transfer pricing guidelines |
88 |
Panaya Ltd. |
Subsidiary |
Apr 1, 2015 – ongoing |
Based on transfer pricing guidelines |
84 |
Infosys Technologies (Shanghai) |
Subsidiary |
May 1, 2017 – ongoing |
Based on transfer pricing guidelines |
65 |
Infosys Technologies (Sweden) AB |
Subsidiary |
Apr 23, 2009 – ongoing |
Based on transfer pricing guidelines |
56 |
Infosys Technologies S. de R. L. de C. V. |
Subsidiary |
Apr 1, 2011 – ongoing |
Based on transfer pricing guidelines |
27 |
Infosys Public Services, Inc. |
Subsidiary |
Apr 1, 2014 – ongoing |
Based on transfer pricing guidelines |
22 |
Infosys McCamish Systems LLC |
Subsidiary |
Apr 1, 2012 – ongoing |
Based on transfer pricing guidelines |
3 |
1,766 |
||||
Purchase of shared services including facilities and personnel |
||||
Infosys BPM Limited |
Subsidiary |
Apr 1, 2014 – ongoing |
Based on transfer pricing guidelines |
21 |
Infosys Technologies S. de R. L. de C. V. |
Subsidiary |
Apr 1, 2016 – ongoing |
Based on transfer pricing guidelines |
2 |
23 |
||||
Sale of services |
||||
Infosys Public Services, Inc |
Subsidiary |
Apr 1, 2013 – ongoing |
Based on transfer pricing guidelines |
628 |
EdgeVerve Systems Limited |
Subsidiary |
Jul 1, 2014 – ongoing |
Based on transfer pricing guidelines |
407 |
Infosys McCamish Systems LLC |
Subsidiary |
Apr 1, 2013 – ongoing |
Based on transfer pricing guidelines |
113 |
Infosys BPM Limited |
Subsidiary |
Apr 1, 2012 – ongoing |
Based on transfer pricing guidelines |
70 |
Infy Consulting Company Limited |
Subsidiary |
Nov 1, 2012 – ongoing |
Based on transfer pricing guidelines |
40 |
Infosys Technologies (China) Co. Limited |
Subsidiary |
Apr 1, 2013 – ongoing |
Based on transfer pricing guidelines |
27 |
Infosys Technologies S. de R. L. de C. V. |
Subsidiary |
Apr 1, 2013 – ongoing |
Based on transfer pricing guidelines |
22 |
Infosys Technologies (Sweden) AB |
Subsidiary |
Apr 1, 2015 – ongoing |
Based on transfer pricing guidelines |
11 |
Infosys Technologies (Shanghai) |
Subsidiary |
May 1, 2017 – ongoing |
Based on transfer pricing guidelines |
7 |
1,325 |
||||
Sale of shared services including facilities and personnel |
||||
Infosys BPM Limited |
Subsidiary |
Apr 1, 2014 – ongoing |
Based on transfer pricing guidelines |
67 |
Panaya Ltd. |
Subsidiary |
Apr 1, 2015 – ongoing |
Based on transfer pricing guidelines |
48 |
EdgeVerve Systems Limited |
Subsidiary |
Jul 1, 2014 – ongoing |
Based on transfer pricing guidelines |
40 |
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 |
2 |
160 |
(1) Appropriate approvals have been taken for related party transactions. Advances paid have been adjusted against billings, wherever applicable.
(2) Noah Consulting LLC has been liquidated effective November 9, 2017. For details, refer to Note 2.3.1 of the standalone financial statements.
for and on behalf of the Board of Directors
Bengaluru |
Nandan M. Nilekani Chairman |
Salil Parekh Chief Executive Officer and Managing Director |
Annexure 3 – Particulars of employees
We are a leading provider of consulting, technology, outsourcing and next-generation digital 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(a) and 3(b), are in compliance with Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the requirements, tables 3(a) and 3(b) include the perquisite value of stock incentives at the time of their exercise and do not include the value of the stock incentives at the time of grant.
Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
3(a) Remuneration to whole-time directors (WTD)
Name of the director |
Director Identification Number (DIN) |
Title |
Remuneration in fiscal 2018 |
Remuneration in fiscal 2017 |
% increase of remuneration in fiscal 2018 as compared to fiscal 2017# |
Ratio of |
Ratio of remuneration to MRE |
Salil Parekh(1)(2) |
01876159 |
CEO & MD |
3.98 |
NA |
NA |
273 |
273 |
U.B. Pravin Rao(3) |
06782450 |
COO & WTD |
8.22 |
(4)7.80 |
5 |
138 |
137 |
Dr. Vishal Sikka(5)(8) |
06897177 |
CEO & MD |
(6)12.92 |
(7)16.01 |
NA |
NA |
NA |
Notes : The details in the above table are on accrual basis.
For the purpose of comparison, remuneration for both fiscal 2018 and fiscal 2017 are given for the full year, except where specifically stated otherwise. Accordingly, the percentage increase and ratio of remuneration are computed on an annualized basis wherever applicable.
# Includes fixed pay, variable pay, retiral benefits and 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 number of stock incentives granted in fiscal 2018 is mentioned in the notes below.
(1) Appointed as Chief Executive Officer and Managing Director effective January 2, 2018. The appointment is for a term of five years with effect from January 2, 2018 to January 1, 2023 and the remuneration is approved by shareholders vide a postal ballot concluded on February 20, 2018.
(2) Pursuant to the approval of the shareholders through a postal ballot on February 20, 2018, Salil Parekh is eligible to receive the following under the 2015 Plan,
a) an annual grant of RSUs of fair value ₹ 3.25 crore, which will vest over time in three equal annual installments upon completion of each year of service from the respective grant date
b) a one-time grant of RSUs of fair value ₹ 9.75 crore, which will vest over time in two equal annual installments upon completion of each year of service from the grant date and
c) an annual grant of performance-based RSUs of fair value ₹ 13 crore, which will vest after completion of three years, the first of which concludes on March 31, 2021, subject to the achievement of performance targets set by the Board or its committee.
The Board, based on the recommendations of the nomination and remuneration committee, approved on February 27, 2018, the annual time-based grant for fiscal 2018 of 28,256 RSUs and a one-time, time-based grant of 84,768 RSUs. The grants were made effective February 27, 2018.
(3) Appointed as Interim Chief Executive Officer and Managing Director effective August 18, 2017. Subsequently, on January 2, 2018, re-designated as Chief Operating Officer and Whole-time Director. The salary remains unchanged on the appointment and redesignation.
(4) 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, effective November 1, 2016. Based on fiscal 2016 performance, the nomination and remuneration committee, at 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, under the 2015 Plan and the same was approved by the shareholders through a postal ballot on March 31, 2017. These RSUs and ESOPs were granted effective May 2, 2017.
(5) Resigned as Chief Executive Officer and Managing Director effective August 18, 2017 and as Executive Vice Chairman effective August 24, 2017
(6) Includes US$ 0.25 million (approximately ₹ 1.60 crore) and US$ 0.21 million (approximately ₹ 1.34 crore) as part of 90 days base pay in lieu of notice and variable pay, respectively, for fiscal 2018 on account of resignation. Additionally, remuneration for fiscal 2018 includes ₹ 6.78 crore on account of exercise of 70,772 RSUs during fiscal 2018.
(7) 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.
(8) For fiscal 2017, 1,20,700 time-based RSUs amounting to US$ 2 million (approximately ₹ 13.42 crore) were granted on August 1, 2016. Additionally, 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 were granted effective May 2, 2017. Further, 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 1,37,741 RSUs amounting to US$ 2 million (approximately ₹ 12.97 crore). These RSUs were granted effective May 2, 2017. Except for 70,772 RSUs which were exercised in fiscal 2018, all the other unvested outstanding RSUs and ESOPs were forfeited as on the date of separation.
3(b) Remuneration of other key managerial personnel (KMP)
Name of the KMP |
Title |
Remuneration in fiscal 2018 (in ₹ crore)# |
Remuneration in fiscal 2017 (in ₹ crore)# |
% increase of remuneration in fiscal 2018 as compared to fiscal 2017# |
Ratio of remuneration to MRE excluding WTDs#* |
Ratio of remuneration to MRE including WTDs#* |
No. of RSUs granted in fiscal 2018 (1) |
No of ESOPs granted in fiscal 2018(1) |
David D. Kennedy |
General Counsel and |
– |
(7) 7.75 |
NA |
NA |
NA |
– |
– |
Gopi Krishnan Radhakrishnan(6) |
Acting General Counsel |
0.16 |
1.16 |
NA |
NA |
NA |
– |
– |
Inderpreet Sawhney (4)(5) |
Group General Counsel and |
4.84 |
– |
NA |
108 |
108 |
(4) 58,150 |
(4) 44,450 |
Krishnamurthy Shankar |
Group Head – Human Resources and Infosys Leadership Institute |
4.20 |
3.73 |
13 |
70 |
70 |
12,400 |
– |
A.G.S. Manikantha |
Company Secretary |
0.60 |
0.44 |
36 |
10 |
10 |
2,000 |
– |
Mohit Joshi |
President |
10.31 |
6.79 |
52 |
172 |
172 |
66,850 |
– |
Ravi Kumar S. |
President and Deputy Chief Operating Officer |
9.54 |
7.03 |
36 |
160 |
160 |
66,850 |
– |
Rajesh K. Murthy(3) |
President |
9.58 |
7.56 |
NA |
NA |
NA |
– |
– |
M.D. Ranganath |
Chief Financial Officer |
7.98 |
4.75 |
68 |
133 |
133 |
66,850 |
– |
Sandeep Dadlani(2) |
President |
1.34 |
7.13 |
NA |
NA |
NA |
– |
– |
Notes : The details in the above table are on accrual basis.
For the purpose of comparison, remuneration for both fiscal 2018 and fiscal 2017 are given for the full year, except where specifically stated otherwise. Accordingly, the percentage increase and ratio of remuneration are computed on an annualized basis wherever applicable
# Includes fixed pay, variable pay, retiral benefits and 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 number of stock incentives granted in fiscal 2018 is included in the table above.
(1) All the grants (except for the grants made to Inderpreet Sawhney) have been made with an effective date of February 27, 2018 and these RSUs and stock options would vest generally over a period of four years.
(2) Resigned effective July 14, 2017; hence, remuneration for fiscal 2018 is from April 1, 2017 to July 14, 2017.
(3) Resigned effective January 31, 2018; hence, remuneration for fiscal 2018 is from April 1, 2017 to January 31, 2018.
(4) Appointed as Group General Counsel and Chief Compliance Officer effective July 3, 2017 and was named as key managerial personnel under Ind AS 24, Related Party Disclosures effective July 14, 2017. The nomination and remuneration committee, at its meeting on July 13, 2017, recommended a grant of 19,450 RSUs and 44,450 ESOPs effective August 1, 2017 under the 2015 Plan. These RSUs and ESOPs will vest over a period of four years from the date of grant. Additionally, the nomination and remuneration committee further recommended a one-time grant of 38,700 RSUs effective August 1, 2017. These RSUs will vest over a period of two years from the date of grant in the ratio 60:40.
(5) Includes a one-time joining bonus of US$ 25,000 (approximately ₹ 0.16 crore)
(6) Appointed as Acting General Counsel effective January 1, 2017. He resigned effective June 24, 2017; hence, remuneration for fiscal 2018 is from April 1, 2017 to June 24, 2017.
(7) 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 effective December 31, 2016.
The Median Remuneration of Employees (MRE) excluding whole-time directors (WTDs) was ₹ 5,97,810 and ₹ 5,65,585 in fiscal 2018 and fiscal 2017, respectively. The increase in MRE (excluding WTDs) in fiscal 2018, as compared to fiscal 2017, is 6%.
The MRE including WTDs was ₹ 5,97,854 and ₹ 5,65,586 in fiscal 2018 and fiscal 2017, respectively. The increase in MRE (including WTDs) in fiscal 2018, as compared to fiscal 2017, is 6%.
3(c) Remuneration to non-executive / independent directors
Name of the director |
Director Identification Number (DIN) |
Remuneration in fiscal 2018 |
Remuneration in fiscal 2017 |
% increase of remuneration in fiscal 2018 over fiscal 2017 (5) |
Nandan M. Nilekani(1) |
00041245 |
– |
– |
NA |
Ravi Venkatesan |
00621398 |
1.43 |
1.04 |
38 |
Kiran Mazumdar-Shaw |
00347229 |
1.00 |
0.89 |
12 |
Roopa Kudva |
00001766 |
0.97 |
1.00 |
(3) |
Dr. Punita Kumar-Sinha |
05229262 |
1.33 |
1.22 |
9 |
D.N. Prahlad(2) |
00504146 |
0.95 |
0.36 |
22 |
D. Sundaram(3) |
00016304 |
0.70 |
– |
NA |
R. Seshasayee(4) |
00047985 |
0.84 |
1.95 |
NA |
Prof. Jeffrey S. Lehman(4) |
00092981 |
0.89 |
1.37 |
NA |
Prof. John W. Etchemendy(4) |
07029756 |
0.60 |
1.10 |
NA |
Notes : The details in the above table are on accrual basis.
(1) Appointed as Chairman effective August 24, 2017. He voluntarily chose not to receive any remuneration for his services rendered to the Company.
(2) For the period October 14, 2016 to March 31, 2017, for fiscal 2017
(3) Appointed effective July 14, 2017
(4) Resigned effective August 24, 2017
(5) Based on annualized commission
3(d) 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 2018 (in ₹)# |
No. of RSUs granted in fiscal 2018 |
No. of ESOPs granted in |
Previous employment and designation |
Dr. Vishal Sikka(1) |
CEO & MD |
B.S., Ph.D. on CS |
22 |
12,92,05,500 |
(1) 2,70,224 |
(1) 3,30,525 |
SAP SE, Member of the Executive Board of SAP SE |
Mohit Joshi |
President |
BA, MBA |
21 |
10,30,71,671 |
66,850 |
– |
ABN AMRO Bank, Manager |
Rajesh K. Murthy(2) |
President |
BE |
26 |
9,58,03,800 |
– |
– |
Viswakarma Institute of Technology, Teaching |
Ravi Kumar S. |
President and Deputy Chief Operating Officer |
BE, PGD |
24 |
9,54,27,589 |
66,850 |
– |
Sapient Corporation, Director |
U.B. Pravin Rao |
COO & WTD |
BE |
33 |
8,22,28,872 |
27,250 |
43,000 |
IISC, Trainee |
M.D. Ranganath |
Chief Financial Officer |
BE, PGDM, M.Tech |
29 |
7,97,80,202 |
66,850 |
– |
Surya Software Systems Private Limited, Director |
Scott Sorokin |
Head, Global Services – Digital Experience |
B.Sc |
32 |
6,45,65,459 |
17,900 |
– |
Razorfish Global, Chief Strategy Officer |
Sangita Singh |
Industry Head – Healthcare & Life Sciences |
BE |
26 |
5,58,62,057 |
16,950 |
– |
Wipro, Chief Executive Healthcare Life Sciences |
Eric Laffargue |
Country Head – |
MBM, PGD |
29 |
5,13,25,920 |
– |
– |
Accenture, Executive Partner |
Inderpreet Sawhney |
Group General Counsel and Chief Compliance Officer |
BA LLB, LLM |
27 |
4,83,93,451 |
58,150 |
44,450 |
Wipro, Senior Vice President and General Counsel |
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 fixed pay, variable pay, retiral benefits and 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 number of stock incentives granted in fiscal 2018 is included in the table above.
(1) Resigned as Chief Executive Officer and Managing Director effective August 18, 2017 and as Executive Vice Chairman effective August 24, 2017, and all the unvested outstanding RSUs and ESOPs were forfeited as on the date of separation.
(2) Since resigned and all the unvested outstanding RSUs and ESOPs were forfeited as on the date of separation.
3(e)(i) 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 & Service Offering Head, ADM |
BE |
46 |
24 |
Feb 7, 1994 |
1,25,52,089 |
HCL-HP, Customer Engineer – Trainee |
Binod Rangadore Hampapur |
EVP & Global Head – Talent & Technology Operations |
BE |
55 |
32 |
Jul 1, 2013 |
3,95,83,255 |
Infosys Limited, SVP – Corporate Relations |
Charles Henry Hawkes |
SVP & Head – Facilities |
B.Sc, PGCBM |
58 |
33 |
Nov 15, 1996 |
1,29,93,747 |
Trans Oceanic Travel, Manager |
Deepak Bhalla |
SVP & Global Head - Business Finance and Operations Planning |
B.Com, ACA |
44 |
22 |
Jul 19, 2016 |
1,27,29,825 |
Infosys BPO, Chief Financial Officer |
Deepak Padaki |
EVP & Group Head – Corporate Strategy and Chief Risk Officer |
BE |
47 |
26 |
Aug 10, 1992 |
1,81,31,768 |
– |
Dheeshjith V.G.(1) |
SVP & Chief Information Officer |
B.Sc, ME |
54 |
31 |
Sept 14, 1987 |
2,07,26,214 |
– |
Dinesh R. |
SVP & Head Global Services, EAS |
BE |
49 |
28 |
Oct 1, 1990 |
2,37,44,365 |
– |
Gopikrishnan Konnanath |
SVP & Service Offering Head, EAS |
BE |
47 |
24 |
Nov 7, 1994 |
1,11,76,460 |
BPL Systems & Projects Limited, Trainee Engineer |
Indranil Mukherjee |
SVP & Service Offering Head, EAS |
AMIETE |
47 |
24 |
Dec 4, 1995 |
1,04,75,406 |
Chipsoft Technologies, Customer Support Engineer |
Jayesh Sanghrajka |
EVP & Deputy Chief Financial Officer |
B.Com, CA, ICWA |
44 |
20 |
Dec 24, 2012 |
1,85,81,873 |
Mu Sigma, VP – Finance |
Koushik R.N. |
EVP & Group Head – Procurement & Global Immigration |
B.Sc |
49 |
28 |
May 2, 1991 |
1,48,25,572 |
Frazer Techno Circuits Limited, Marketing Executive |
Muthuvel Gajapathi |
VP & Delivery Head, DNA |
B.Sc, MCA |
49 |
27 |
Aug 27, 1992 |
1,11,30,495 |
PSI Bull Limited, Systems Executive |
Nabarun Roy |
SVP & Group Head – Quality |
B.Tech |
46 |
24 |
Aug 29, 1994 |
1,11,83,393 |
– |
Narsimha Rao Mannepalli |
EVP & Head Global Services, |
BE, PGDBM |
50 |
28 |
Jan 29, 2001 |
1,98,53,706 |
Ramco Systems, Project Director – e-Commerce Solutions |
Raghupathi N. Cavale |
SVP & Strategic Business Practice Head, INDIA |
BE, MS |
56 |
33 |
Dec 13, 1999 |
1,15,82,861 |
PricewaterhouseCoopers Limited, Principal Consultant |
Rajeev Ranjan |
SVP & Service Offering Head, ADM |
B.Tech, MBA |
45 |
22 |
Aug 16, 1999 |
1,10,18,133 |
Nexgen Information Solutions, Associate Consultant |
Ramadas Kamath U. |
EVP & Head – Administration, Facilities, Infrastructure & Security and Sustainability |
BBM, FCA |
57 |
33 |
Jul 1, 1994 |
3,57,63,249 |
Manipal Printers and Publishers Limited, Accountant |
Renganathan V.R. |
VP & Delivery Head, INDIA |
BE |
48 |
28 |
Jun 18, 1990 |
1,08,40,646 |
– |
Richard Lobo |
EVP & Head HR – Infosys Limited |
BE, PGD |
46 |
23 |
Dec 11, 2000 |
1,45,89,190 |
Godrej & Boyce MFG Company, Assistant Manager |
Satish H.C. |
EVP & Head Global Services, DNA |
BE |
46 |
24 |
May 2, 1994 |
1,79,60,658 |
– |
Shaji Mathew |
SVP & Service Offering Head, HILIFE |
B.Tech |
47 |
26 |
Jun 22, 1992 |
1,72,45,605 |
Mukand Limited |
Shamita Chatterjee |
SVP & Group Head – Compensation & Benefits |
BA (H), MBA |
48 |
24 |
Dec 1, 2011 |
1,24,69,220 |
Mercer Consulting Limited, Market Business Leader – South Asia |
Srikantan Moorthy |
EVP & Head Global Services, ADM |
BE |
55 |
33 |
Dec 7, 2000 |
2,83,65,126 |
Inventa Corporation, General Manager |
Sudip Singh |
SVP & Head Global Services, ENG, Industry Head – Services, Utilities, Resources and Energy |
B.Tech, PGD |
45 |
22 |
Aug 23, 2011 |
1,86,09,771 |
IBPO, Group Engagement Manager |
Sunil Kumar Dhareshwar |
SVP & Global Head – Taxation and Corporate Accounting |
BCom, CA |
42 |
22 |
Sep 10, 2013 |
1,46,12,769 |
21st Century Fox (ASIA) Limited, Head Of Tax – Asia |
Suryaprakash Viswanath Kareenahalli |
SVP & Service Offering Head, ADM |
BE, PGD |
52 |
29 |
Oct 15, 2007 |
1,03,74,414 |
WIPRO, Subvertical Business Management |
Thothathri Visvanathan |
VP & Delivery Head, ADM |
BE, PGCCA |
55 |
32 |
Jul 6, 2000 |
1,29,82,729 |
CSAI, Senior Consultant |
Vibhuti Kumar Dubey |
SVP & Service Offering Head, EAS |
BE, PGD |
53 |
29 |
Apr 1, 2002 |
1,03,23,378 |
HCL, Business Development Manager |
Vishal Salvi |
SVP & Chief Information Security Officer |
BE, MBA |
46 |
25 |
Aug 9, 2016 |
1,60,50,170 |
PWC, Partner Cybersecurity |
Notes : The above table is based on payouts made during the year.
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.
Employees mentioned above are neither relatives of any directors or managers of the Company, nor hold 2% or more of the paid-up equity share capital of the Company as per Clause (iii) of sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
# Remuneration includes fixed pay, variable pay, retiral benefits and 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) Resigned on April 2, 2018
3(e)(ii) 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 |
Jitendra Sangharajka D. |
VP & Senior Delivery Manager, InfosysIT |
BE, DFM |
50 |
28 |
Sept 1, 1999 |
Apr 21, 2017 |
16,80,939 |
L&T Limited, Executive |
Sai Kumar Shamanna |
VP & Head Human Resource Development – Units |
BE, MBA |
48 |
25 |
Aug 21, 2000 |
Apr 4, 2017 |
11,09,619 |
DENSO Haryana Private Limited., Manager-Planning and Procurement |
Saju Sankaran Kutty |
VP & Delivery Head, CIS |
B.Tech |
44 |
20 |
Jul 28, 2003 |
Apr 28, 2017 |
12,14,450 |
Digital Global Soft, Senior Systems Engineer |
Siva Kumar Srinivasa Venkata Nandiwada |
VP & Delivery Head, ADM |
BSC, PGD, MSC |
45 |
19 |
Jan 2, 2001 |
Apr 27, 2017 |
13,66,847 |
I.T.Solutions, Project Leader |
Yogesh Goel |
VP & Group Head – Ethics and Compliance, Legal |
BCOM (H), ACS |
45 |
20 |
Jan 4, 2018 |
NA |
30,33,846 |
SAP India Pvt Limited, Director LCIO |
Notes : The above table is based on payouts made during the year.
# Remuneration includes fixed pay, variable pay, retiral benefits and 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 |
|
EVP |
Executive Vice President |
SVP |
Senior Vice President |
VP |
Vice President |
Units at Infosys |
|
ADM |
Application Development and Maintenance |
CIS |
Cloud and Infrastructure Services |
DNA |
Data and Analytics |
EAS |
Enterprise Application Package Services |
ENG |
Engineering Services |
HILIFE |
Healthcare, Insurance and Life Sciences |
INDIA |
India Unit |
InfosysIT |
Infosys IT - Information Systems and Computers and Communication Division |
IVSU |
Independent Validation Solutions |
Annexure 4 – Independent Auditors’ certificate on corporate governance
To
The Members of Infosys Limited
We, Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of Infosys Limited (‘the Company’), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31 March 2018, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).
Managements’ Responsibility
The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI Listing Regulations.
Auditor’s Responsibility
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
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.
Opinion
Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year ended March 31, 2018.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For Deloitte Haskins & SELLS LLP Chartered Accountants Firm's registration number : 117366W/W-100018 |
|
Bengaluru May 11, 2018 |
Sd/- P. R. Ramesh Partner Membership number : 70928 |
Annexure 5 – Secretarial audit report for the financial year ended March 31, 2018
[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, 2018 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, 2018 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 |
|
f) |
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. |
|
vi. |
Other laws applicable specifically to the Company namely : |
|
a) |
The Information Technology Act, 2000 and the rules made thereunder; |
|
b) |
The Special Economic Zones Act, 2005 and the rules made thereunder; |
|
c) |
Software Technology Parks of India rules and regulations, 2004; |
|
d) |
The 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, Guidelines and Standards mentioned above.
I further report that, during the year under review, the Company has made settlement application to the Securities Exchange Board Of India (SEBI) pursuant to Regulation 3 read with Schedule II (1)(12) of the SEBI (Settlement of Administrative and Civil Proceedings) Regulations 2014, in response to the Notice of Settlement for Approved Enforcement Action issued by the SEBI, vide its letter No. EFD/DRA/-111/MC/AA 28543/1/2017 dated November 17, 2017 in respect of certain alleged non compliances/violations by the Company of provisions of Securities Laws (namely, SEBI Act 1992, Securities Contract (Regulation) Act 1956, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement) pertaining to matters relating to the severance agreement entered into with the former Chief Financial Officer, Mr. Rajiv Bansal, during 2015 and the application is pending disposal by the SEBI.
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; and |
c) |
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, and requiring compliance thereof by the Company during the audit period. |
I further report that, the compliance by the Company of applicable financial laws such as 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, 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 information provided and the representation made by the Company and also on the review of the compliance reports 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 :
The Company has bought back and extinguished 11,30,43,478 equity shares of ₹ 5 each at a price of ₹ 1,150 per equity share aggregating to ₹ 13,000 crore (approx) and the buyback was completed on December 22, 2017;
and there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc. having a major bearing on the Company’s affairs.
Bengaluru April 13, 2018 |
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]
I. 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 560 100, 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 Deputy General Manager Tel : 91 40 6716 1559 Email : shobha.anand@karvy.com |
II. Principal business activities of the Company
Name and description of main products / services |
NIC code of |
% to total turnover |
Computer programming, consultancy and related activities |
620 |
100 |
III. Particulars of holding, subsidiary and associate companies
Name of the parties |
Country |
CIN / GLN |
Holding / Subsidiary / Associate |
% holding as at March 31, 2018 |
Brilliant Basics (MENA) DMCC |
Dubai |
Subsidiary |
100 |
|
Brilliant Basics Holdings Limited |
UK |
Subsidiary |
100 |
|
Brilliant Basics Limited |
UK |
Subsidiary |
100 |
|
EdgeVerve Systems Limited |
India |
U72200KA2014PLC073660 |
Subsidiary |
100 |
Infosys (Czech Republic) Limited s.r.o |
Czech Republic |
Subsidiary |
99.98 |
|
Infosys Americas Inc. |
US |
Subsidiary |
100 |
|
Infosys Arabia limited |
Saudi Arabia |
Subsidiary |
70 |
|
Infosys BPM Limited |
India |
U72200KA2002PLC030310 |
Subsidiary |
99.98 |
Infosys BPO Americas LLC |
US |
Subsidiary |
99.98 |
|
Infosys Chile SpA |
Chile |
Subsidiary |
100 |
|
Infosys Consulting (Belgium) NV |
Belgium |
Subsidiary |
99.90 |
|
Infosys Consulting AG |
Switzerland |
Subsidiary |
100 |
|
Infosys Consulting GmbH |
Germany |
Subsidiary |
100 |
|
Infosys Consulting Holding AG |
Switzerland |
Subsidiary |
100 |
|
Infosys Consulting Ltda. |
Brazil |
Subsidiary |
99.99 |
|
Infosys Consulting Pte Ltd |
Singapore |
Subsidiary |
100 |
|
Infosys Consulting S.R.L. |
Argentina |
Subsidiary |
100 |
|
Infosys Consulting s.r.o. |
Czech Republic |
Subsidiary |
100 |
|
Infosys Consulting SAS |
France |
Subsidiary |
100 |
|
Infosys Consulting Sp. z o.o. |
Poland |
Subsidiary |
100 |
|
Infosys Management Consulting Pty. Limited |
Australia |
Subsidiary |
100 |
|
Infosys McCamish Systems LLC |
US |
Subsidiary |
99.98 |
|
Infosys Middle East FZ LLC |
Dubai |
Subsidiary |
100 |
|
Infosys Nova Holdings LLC |
US |
Subsidiary |
100 |
|
Infosys Poland Sp. z.o.o. |
Poland |
Subsidiary |
99.98 |
|
Infosys Public Services, Inc. |
US |
Subsidiary |
100 |
|
Infosys Technologies (Australia) Pty. Limited |
Australia |
Subsidiary |
100 |
|
Infosys Technologies (China) Co. Limited |
China |
Subsidiary |
100 |
|
Infosys Technologies (Shanghai) Company Limited |
China |
Subsidiary |
100 |
|
Infosys Technologies (Sweden) AB |
Sweden |
Subsidiary |
100 |
|
Infosys Technologies S. de R. L. de C.V. |
Mexico |
Subsidiary |
100 |
|
Infosys Tecnologia do Brasil Ltda. |
Brazil |
Subsidiary |
100 |
|
Infy Consulting B.V. |
The Netherlands |
Subsidiary |
100 |
|
Infy Consulting Company Limited |
UK |
Subsidiary |
100 |
|
Kallidus Inc. |
US |
Subsidiary |
100 |
|
Lodestone Management Consultants Co., Ltd. |
China |
Subsidiary |
100 |
|
Lodestone Management Consultants GmbH |
Austria |
Subsidiary |
100 |
|
Lodestone Management Consultants Inc. |
US |
Subsidiary |
100 |
|
Lodestone Management Consultants Portugal, Unipessoal, Lda |
Portugal |
Subsidiary |
100 |
|
Panaya GmbH |
Germany |
Subsidiary |
100 |
|
Panaya Inc. |
US |
Subsidiary |
100 |
|
Panaya Japan Co. Ltd. |
Japan |
Subsidiary |
100 |
|
Panaya Ltd. |
Israel |
Subsidiary |
100 |
|
Portland Group Pty. Limited |
Australia |
Subsidiary |
99.98 |
|
S.C. Infosys Consulting S.R.L. |
Romania |
Subsidiary |
100 |
|
Skava Systems Pvt. Ltd. |
India |
U72200TZ2003PTC010618 |
Subsidiary |
100 |
Notes : 1. All the above parties are as per Section 2(87).
2. Infosys Canada Public Services, a wholly-owned subsidiary of Infosys Public Services, Inc., has been liquidated effective May 9, 2017.
3. Noah Consulting LLC (‘Noah’) has been liquidated effective November 9, 2017.
4. Noah Information Management Consulting Inc, a wholly-owned subsidiary of Noah Consulting LLC has been liquidated effective December
20, 2017.
5. Infosys Arabia Limited, a subsidiary of Infosys Limited, has been incorporated effective March 18, 2018 and is yet to commence operations.
6. Infosys Chile SpA, a subsidiary of Infosys Limited has been incorporated on November 20, 2017, and it is yet to commence operations.
7. DWA Nova LLC, an associate, has been liquidated effective November 17, 2017.
IV. 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 |
Demat |
Physical |
Total |
% of total |
||||
(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 |
28,17,02,889 |
– |
28,17,02,889 |
12.90 |
0.15 |
|
(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 |
28,17,02,889 |
– |
28,17,02,889 |
12.90 |
0.15 |
||
(2) |
Foreign |
||||||||||
Subtotal A(2) |
– |
– |
– |
– |
– |
– |
– |
– |
– |
||
Total shareholding of promoters A=A(1)+A(2) |
29,28,06,199 |
– |
29,28,06,199 |
12.75 |
28,17,02,889 |
– |
28,17,02,889 |
12.90 |
0.15 |
||
(B) |
Public shareholding |
||||||||||
(1) |
Institutions |
||||||||||
(a) |
Mutual funds |
19,12,67,683 |
– |
19,12,67,683 |
8.33 |
23,14,84,277 |
– |
23,14,84,277 |
10.60 |
2.27 |
|
(b) |
Banks / Financial institutions |
39,81,083 |
– |
39,81,083 |
0.17 |
20,81,097 |
– |
20,81,097 |
0.10 |
(0.07) |
|
(c) |
Central government |
– |
– |
– |
– |
– |
– |
– |
– |
– |
|
(d) |
State government(s) |
– |
– |
– |
– |
– |
– |
– |
– |
– |
|
(e) |
Venture capital funds |
– |
– |
– |
– |
– |
– |
– |
– |
– |
|
(f) |
Insurance companies |
27,10,45,069 |
– |
27,10,45,069 |
11.80 |
23,38,29,498 |
– |
23,38,29,498 |
10.71 |
(1.09) |
|
(g) |
Foreign institutional investors / Foreign portfolio investors |
87,99,00,889 |
12,800 |
87,99,13,689 |
38.31 |
76,97,47,301 |
12,800 |
76,97,60,101 |
35.24 |
(3.07) |
|
(h) |
Foreign venture capital funds |
– |
– |
– |
– |
– |
– |
– |
– |
– |
|
(i) |
Any other |
|
|
|
|
|
|
|
|
|
|
(i) Alternative Investment Fund |
2,58,871 |
– |
2,58,871 |
0.01 |
31,79,915 |
– |
31,79,915 |
0.15 |
0.14 |
||
Subtotal B(1) |
134,64,53,595 |
12,800 |
134,64,66,395 |
58.62 |
124,03,22,088 |
12,800 |
124,03,34,888 |
56.80 |
(1.82) |
||
(2) |
Non-institutions |
||||||||||
(a) |
Bodies corporate / overseas corporate bodies |
1,42,12,304 |
51,200 |
1,42,63,504 |
0.62 |
4,27,41,828 |
48,000 |
4,27,89,828 |
1.96 |
1.34 |
|
(b) |
Individuals |
||||||||||
(i) Individuals holding nominal share capital up to ₹ 1 lakh |
11,75,33,027 |
6,99,182 |
11,82,32,209 |
5.15 |
11,08,30,333 |
7,06,992 |
11,15,37,325 |
5.11 |
(0.04) |
||
(ii) Individuals holding nominal share capital in excess of ₹ 1 lakh |
10,56,41,694 |
35,11,696 |
10,91,53,390 |
4.75 |
8,99,42,449 |
31,82,345 |
9,31,24,794 |
4.26 |
(0.49) |
||
(c) |
Any other |
||||||||||
(i) Foreign bodies – DR |
1,15,185 |
– |
1,15,185 |
– |
1,03,381 |
– |
1,03,381 |
– |
– |
||
(ii) Non-banking financial companies |
61,761 |
– |
61,761 |
– |
49,566 |
– |
49,566 |
– |
– |
||
(iii) NRI |
1,17,04,654 |
6,410 |
1,17,11,064 |
0.51 |
1,21,36,631 |
6,410 |
1,21,43,041 |
0.56 |
0.05 |
||
(iv) Trusts(1) |
2,08,17,020 |
– |
2,08,17,020 |
0.91 |
2,23,17,452 |
– |
2,23,17,452 |
1.02 |
0.11 |
||
(v) IEPF |
1,05,234 |
|
1,05,234 |
– |
– |
||||||
Subtotal B(2) |
27,00,85,645 |
42,68,488 |
27,43,54,133 |
11.94 |
27,82,26,874 |
39,43,747 |
28,21,70,621 |
12.91 |
0.97 |
||
Total public shareholding total B=B(1)+B(2) |
161,65,39,240 |
42,81,288 |
162,08,20,528 |
70.56 |
151,85,48,962 |
39,56,547 |
152,25,05,509 |
69.71 |
(0.85) |
||
Total (A+B) |
190,93,45,439 |
42,81,288 |
191,36,26,727 |
83.31 |
180,02,51,851 |
39,56,547 |
180,42,08,398 |
82.61 |
(0.70) |
||
(C) |
Shares held by custodians for ADRs |
38,33,17,937 |
– |
38,33,17,937 |
16.69 |
37,99,05,859 |
– |
37,99,05,859 |
17.39 |
0.70 |
|
Grand total (A+B+C) |
229,26,63,376 |
42,81,288 |
229,69,44,664 |
100.00 |
218,01,57,710 |
39,56,547 |
218,41,14,257 |
100.00 |
– |
(1) Includes 1,11,89,514 shares as of March 31, 2017 and 1,07,01,956 shares as of March 31, 2018, 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, 2017 and March 31, 2018, held by Infosys Limited Employees’ Welfare Trust for welfare activities of employees. This is a non-promoter, non-public shareholding.
(ii)(a) Shareholding of promoters
Shareholder’s name |
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 |
– |
4,76,78,500 |
2.18 |
– |
0.04 |
Rohan Murty |
3,17,99,128 |
1.38 |
– |
3,04,06,446 |
1.39 |
– |
0.01 |
S. Gopalakrishnan |
2,16,26,904 |
0.94 |
– |
2,09,26,904 |
0.96 |
– |
0.02 |
Nandan M. Nilekani |
2,13,83,480 |
0.93 |
– |
2,03,91,581 |
0.93 |
– |
– |
Akshata Murty |
2,04,25,648 |
0.89 |
– |
1,94,78,548 |
0.89 |
– |
– |
Asha Dinesh |
2,01,89,928 |
0.88 |
– |
1,92,89,652 |
0.88 |
– |
– |
Sudha N. Murty |
1,80,58,640 |
0.79 |
– |
1,72,75,313 |
0.79 |
– |
– |
Rohini Nilekani |
1,80,04,696 |
0.78 |
– |
1,71,67,546 |
0.79 |
– |
0.01 |
Dinesh Krishnaswamy |
1,69,86,148 |
0.74 |
– |
1,62,39,795 |
0.74 |
– |
– |
Shreyas Shibulal |
1,46,79,855 |
0.64 |
– |
1,40,24,675 |
0.64 |
– |
– |
Shruti Shibulal |
1,36,87,696 |
0.60 |
– |
13,68,769 |
0.06 |
– |
(0.54) |
S.D. Shibulal |
88,28,844 |
0.38 |
– |
8,82,884 |
0.04 |
– |
(0.34) |
N.R. Narayana Murthy |
87,18,688 |
0.38 |
– |
83,22,819 |
0.38 |
– |
– |
Nihar Nilekani |
66,63,240 |
0.29 |
– |
63,38,876 |
0.29 |
– |
– |
Janhavi Nilekani |
66,63,164 |
0.29 |
– |
63,32,581 |
0.29 |
– |
– |
Kumari Shibulal |
54,94,176 |
0.24 |
– |
52,48,965 |
0.24 |
– |
– |
Divya Dinesh |
40,00,000 |
0.17 |
– |
38,23,342 |
0.18 |
– |
0.01 |
Deeksha Dinesh |
40,00,000 |
0.17 |
– |
38,23,342 |
0.18 |
– |
0.01 |
Meghana Gopalakrishnan |
24,17,464 |
0.11 |
– |
24,17,464 |
0.11 |
– |
– |
(ii)(b) Shareholding of Promoter group
Shareholder’s name(1) |
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 |
||
Gaurav Manchanda |
– |
– |
– |
85,73,973 |
0.39 |
– |
0.39 |
Milan Shibulal Manchanda |
– |
– |
– |
77,17,934 |
0.35 |
– |
0.35 |
Bhairavi Madhusudhan |
– |
– |
– |
39,72,980 |
0.18 |
– |
0.18 |
(1) During the year, shares were transferred by S.D. Shibulal and Shruti Shibulal to their immediate family members, Gaurav Manchanda, Milan Shibulal Manchanda and Bhairavi Madhusudhan, who were classified as promoter group.
(iii) Change in promoters’ shareholding
Name of the shareholder |
Shareholding at the |
Cumulative shareholding |
||
No. of shares |
% of total shares of the Company(1) |
No. of shares |
% of total shares of the Company(2) |
|
Sudha Gopalakrishnan |
||||
At the beginning of the year |
4,91,78,500 |
2.14 |
||
(-) Buyback |
(15,00,000) |
4,76,78,500 |
2.18 |
|
At the end of the year |
4,76,78,500 |
2.18 |
||
Rohan Murty |
||||
At the beginning of the year |
3,17,99,128 |
1.38 |
||
(-) Buyback |
(13,92,682) |
3,04,06,446 |
1.39 |
|
At the end of the year |
3,04,06,446 |
1.39 |
||
S. Gopalakrishnan |
||||
At the beginning of the year |
2,16,26,904 |
0.94 |
||
(-) Buyback |
(7,00,000) |
2,09,26,904 |
0.96 |
|
At the end of the year |
2,09,26,904 |
0.96 |
||
Nandan M. Nilekani |
||||
At the beginning of the year |
2,13,83,480 |
0.93 |
||
(-) Buyback |
(9,91,899) |
2,03,91,581 |
0.93 |
|
At the end of the year |
2,03,91,581 |
0.93 |
||
Akshata Murty |
||||
At the beginning of the year |
2,04,25,648 |
0.89 |
||
(-) Buyback |
(9,47,100) |
1,94,78,548 |
0.89 |
|
At the end of the year |
1,94,78,548 |
0.89 |
||
Asha Dinesh |
||||
At the beginning of the year |
2,01,89,928 |
0.88 |
||
(-) Buyback |
(9,00,276) |
1,92,89,652 |
0.88 |
|
At the end of the year |
1,92,89,652 |
0.88 |
||
Sudha N. Murty |
||||
At the beginning of the year |
1,80,58,640 |
0.79 |
||
(-) Buyback |
(7,83,327) |
1,72,75,313 |
0.79 |
|
At the end of the year |
1,72,75,313 |
0.79 |
||
Rohini Nilekani |
||||
At the beginning of the year |
1,80,04,696 |
0.78 |
||
(-) Buyback |
(8,37,150) |
1,71,67,546 |
0.79 |
|
At the end of the year |
1,71,67,546 |
0.79 |
||
Dinesh Krishnaswamy |
||||
At the beginning of the year |
1,69,86,148 |
0.74 |
||
(-) Buyback |
(7,46,353) |
1,62,39,795 |
0.74 |
|
At the end of the year |
1,62,39,795 |
0.74 |
||
Shreyas Shibulal |
||||
At the beginning of the year |
1,46,79,855 |
0.64 |
||
(-) Buyback |
(6,55,180) |
1,40,24,675 |
0.64 |
|
At the end of the year |
1,40,24,675 |
0.64 |
||
Shruti Shibulal |
||||
At the beginning of the year |
1,36,87,696 |
0.60 |
||
(-) Internal promoter group transfer |
(1,23,18,927) |
13,68,769 |
0.06 |
|
(-) Buyback |
0 |
13,68,769 |
0.06 |
|
At the end of the year |
13,68,769 |
0.06 |
||
S.D. Shibulal |
||||
At the beginning of the year |
88,28,844 |
0.38 |
||
(-) Internal promoter group transfer |
(79,45,960) |
8,82,884 |
0.04 |
|
(-) Buyback |
0 |
8,82,884 |
0.04 |
|
At the end of the year |
8,82,884 |
0.04 |
||
N.R. Narayana Murthy |
||||
At the beginning of the year |
87,18,688 |
0.38 |
||
(-) Buyback |
(3,95,869) |
83,22,819 |
0.38 |
|
At the end of the year |
83,22,819 |
0.38 |
||
Nihar Nilekani |
||||
At the beginning of the year |
66,63,240 |
0.29 |
||
(-) Buyback |
(3,24,364) |
63,38,876 |
0.29 |
|
At the end of the year |
63,38,876 |
0.29 |
||
Janhavi Nilekani |
||||
At the beginning of the year |
66,63,164 |
0.29 |
||
(-) Buyback |
(3,30,583) |
63,32,581 |
0.29 |
|
At the end of the year |
63,32,581 |
0.29 |
||
Kumari Shibulal |
||||
At the beginning of the year |
54,94,176 |
0.24 |
||
(-) Buyback |
(2,45,211) |
52,48,965 |
0.24 |
|
At the end of the year |
52,48,965 |
0.24 |
||
Divya Dinesh |
||||
At the beginning of the year |
40,00,000 |
0.17 |
||
(-) Buyback |
(176658) |
38,23,342 |
0.18 |
|
At the end of the year |
38,23,342 |
0.18 |
||
Deeksha Dinesh |
||||
At the beginning of the year |
40,00,000 |
0.17 |
||
(-) Buyback |
(1,76,658) |
38,23,342 |
0.18 |
|
At the end of the year |
38,23,342 |
0.18 |
||
Meghana Gopalakrishnan |
||||
At the beginning of the year |
24,17,464 |
0.11 |
||
(-) Buyback |
– |
24,17,464 |
0.11 |
|
At the end of the year |
24,17,464 |
0.11 |
(1) Percentage calculated on the paid-up share capital (229,69,44,664 shares) as at the beginning of the year
(2) Percentage calculated on the paid-up share capital (218,41,14,257 shares) as at the end of the year
(iv) Change in promoter groups’ shareholding
Name of the shareholder(1) |
Shareholding at the |
Cumulative shareholding |
||
No. of shares |
% of total shares of the Company |
No. of shares |
% of total shares of the Company(2) |
|
Gaurav Manchanda |
||||
At the beginning of the year |
– |
|||
(+) Internal promoter group transfer |
85,73,973 |
0.39 |
85,73,973 |
0.39 |
(-) Buyback |
– |
85,73,973 |
0.39 |
|
At the end of the year |
85,73,973 |
0.39 |
||
Milan Shibulal Manchanda |
||||
At the beginning of the year |
– |
|||
(+) Internal promoter group transfer |
77,17,934 |
0.35 |
77,17,934 |
0.35 |
(-) Buyback |
– |
77,17,934 |
0.35 |
|
At the end of the year |
77,17,934 |
0.35 |
||
Bhairavi Madhusudhan |
||||
At the beginning of the year |
– |
|||
(+) Internal promoter group transfer |
39,72,980 |
0.18 |
39,72,980 |
0.18 |
(-) Buyback |
– |
39,72,980 |
0.18 |
|
At the end of the year |
39,72,980 |
0.18 |
(1) During the year, shares were transferred internally by S.D. Shibulal and Shruti Shibulal to Gaurav Manchanda, Milan Shibulal Manchanda, Bhairavi Madhusudhan, who were classified as promoter group.
(2) Percentage calculated on the paid-up share capital (218,41,14,257 shares) as at the end of the year.
(v) Shareholding of directors and key managerial personnel (KMP)
Name of the director / KMP |
Shareholding at the |
Cumulative shareholding |
||
No. of shares |
% of total shares of the Company (1) |
No. of shares |
% of total shares of the Company (2) |
|
Nandan M. Nilekani – Chairman |
||||
At the beginning of the year |
2,13,83,480 |
0.93 |
||
(-) Buyback |
(9,91,899) |
– |
2,03,91,581 |
0.93 |
At the end of the year |
2,03,91,581 |
0.93 |
||
U.B. Pravin Rao – Whole-time Director(4) |
||||
At the beginning of the year |
5,55,520 |
0.02 |
||
(-) Buyback |
(25,484) |
– |
5,30,036 |
0.02 |
At the end of the year |
5,30,036 |
0.02 |
||
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 |
0.05 |
||
(-) Buyback |
(55,625) |
– |
10,96,095 |
0.05 |
At the end of the year |
10,96,095 |
0.05 |
||
M.D. Ranganath – KMP(4) |
||||
At the beginning of the year |
9,256 |
– |
||
(+) ESOPs / RSUs exercised during the year |
7,662 |
– |
16,918 |
– |
At the end of the year |
– |
16,918 |
– |
|
Krishnamurthy Shankar – KMP(3) |
||||
At the beginning of the year |
– |
– |
– |
– |
(+) ESOPs / RSUs exercised during the year |
3,012 |
3,012 |
||
At the end of the year |
3,012 |
– |
||
A.G.S. Manikantha – KMP(4) |
||||
At the beginning of the year |
80 |
– |
||
(+) ESOPs / RSUs exercised during the year |
250 |
330 |
||
At the end of the year |
– |
330 |
– |
|
Dr. Vishal Sikka – CEO & MD(4)(5)(6) |
||||
At the beginning of the year |
44,886 |
|
|
|
(+) ESOPs / RSUs exercised during the year |
70,772 |
– |
1,15,658 |
– |
(-) Sale(s) during the year |
– |
– |
1,15,658 |
– |
At the end of the year |
|
|
1,15,658 |
– |
R. Seshasayee – Director(6) |
||||
At the beginning of the year |
248 |
|||
At the end of the year |
– |
248 |
– |
|
Mohit Joshi – KMP(3) |
||||
At the beginning of the year |
– |
|
|
|
(+) ESOPs / RSUs exercised during the year |
13,087 |
– |
13,087 |
– |
(-) Sale(s) during the year |
(13,087) |
– |
– |
– |
At the end of the year |
|
|
– |
– |
Ravi Kumar S. – KMP(3) |
||||
At the beginning of the year |
– |
|
|
|
(+) ESOPs / RSUs exercised during the year |
41,274 |
– |
41,274 |
– |
(-) Sale(s) during the year |
(41,274) |
– |
– |
– |
At the end of the year |
|
|
– |
– |
Rajesh K. Murthy(3)(7) |
||||
At the beginning of the year |
– |
|
|
|
(+) ESOPs / RSUs exercised during the year |
35,475 |
– |
35,475 |
– |
(-) Sale(s) during the year |
(35,475) |
– |
– |
– |
At the end of the year |
|
|
– |
– |
(1) Percentage calculated on the paid-up share capital (229,69,44,664 shares) as at the beginning of the year
(2) Percentage calculated on the paid-up share capital (218,41,14,257 shares) as at the end of the year
(3) KMP as defined under Ind AS 24, Related Party Disclosures, appointed by the Board at its meeting held on January 13, 2017
(4) KMP as defined under Section 2(51) of the Companies Act, 2013
(5) Resigned as CEO & MD effective August 18, 2017
(6) Resigned as Director effective August 24, 2017
(7) Resigned as KMP effective January 31, 2018
The following directors did not hold any shares during fiscal 2018 :
|
|
|
|
|
|
|
The following executives were named as KMP as defined under Ind AS 24, Related Party Disclosures, and did not hold any shares during fiscal 2018 :
|
|
|
(1) Resigned during the year
(vi) Shareholding pattern of top 10 shareholders as of March 31, 2018
(Other than directors, promoters and holders of ADRs)
Name of the shareholder(1) |
Shareholding at the |
Cumulative shareholding during the year |
||
No. of shares |
% of total shares of the Company(2) |
No. of shares |
% of total shares of the Company(3) |
|
Life Insurance Corporation of India |
||||
At the beginning of the year |
16,14,36,123 |
7.03 |
||
Purchase(s) prior to buyback |
74,14,867 |
0.32 |
16,88,50,990 |
7.35 |
Sale(s) prior to buyback |
(6,66,350) |
(0.03) |
16,81,84,640 |
7.32 |
Buyback |
(72,51,074) |
16,09,33,566 |
7.37 |
|
Purchase(s) post buyback |
– |
– |
16,09,33,566 |
7.37 |
Sale(s) post buyback |
(1,14,19,549) |
(0.52) |
14,95,14,017 |
6.85 |
At the end of the year |
14,95,14,017 |
6.85 |
||
HDFC Mutual Fund |
||||
At the beginning of the year |
3,82,58,488 |
1.67 |
||
Purchase(s) prior to buyback |
2,92,80,864 |
1.27 |
6,75,39,352 |
2.94 |
Sale(s) prior to buyback |
(3,88,525) |
(0.02) |
6,71,50,827 |
2.92 |
Buyback |
(40,83,978) |
6,30,66,849 |
2.89 |
|
Purchase(s) post buyback |
6,34,232 |
0.03 |
6,37,01,081 |
2.92 |
Sale(s) post buyback |
(29,68,027) |
(0.14) |
6,07,33,054 |
2.78 |
At the end of the year |
6,07,33,054 |
2.78 |
||
ICICI Prudential Mutual Fund |
||||
At the beginning of the year |
3,32,62,193 |
1.45 |
||
Purchase(s) prior to buyback |
2,01,91,341 |
0.88 |
5,34,53,534 |
2.33 |
Sale(s) prior to buyback |
(1,26,09,783) |
(0.55) |
4,08,43,751 |
1.78 |
Buyback |
(31,92,504) |
3,76,51,247 |
1.72 |
|
Purchase(s) post buyback |
68,05,424 |
0.31 |
4,44,56,671 |
2.04 |
Sale(s) post buyback |
(41,43,268) |
(0.19) |
4,03,13,403 |
1.85 |
At the end of the year |
4,03,13,403 |
1.85 |
||
SBI Mutual Fund |
||||
At the beginning of the year |
2,61,14,623 |
1.14 |
||
Purchase(s) prior to buyback |
1,15,99,430 |
0.50 |
3,77,14,053 |
1.64 |
Sale(s) prior to buyback |
(1,41,03,510) |
(0.61) |
2,36,10,543 |
1.03 |
Buyback |
(2,54,958) |
2,33,55,585 |
1.07 |
|
Purchase(s) post buyback |
99,97,988 |
0.46 |
3,33,53,573 |
1.53 |
Sale(s) post buyback |
(26,04,254) |
(0.12) |
3,07,49,319 |
1.41 |
At the end of the year |
3,07,49,319 |
1.41 |
||
Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Fund |
||||
At the beginning of the year |
3,00,56,272 |
1.31 |
||
Purchase(s) prior to buyback |
30,42,354 |
0.13 |
3,30,98,626 |
1.44 |
Sale(s) prior to buyback |
(2,83,198) |
(0.01) |
3,28,15,428 |
1.43 |
Buyback |
(15,25,847) |
3,12,89,581 |
1.43 |
|
Purchase(s) post buyback |
3,05,34,927 |
1.40 |
6,18,24,508 |
2.83 |
Sale(s) post buyback |
(3,20,89,348) |
(1.47) |
2,97,35,160 |
1.36 |
At the end of the year |
2,97,35,160 |
1.36 |
||
ICICI Prudential Life Insurance Company Ltd |
||||
At the beginning of the year |
3,08,38,562 |
1.34 |
||
Purchase(s) prior to buyback |
65,91,696 |
0.29 |
3,74,30,258 |
1.63 |
Sale(s) prior to buyback |
(52,69,465) |
(0.23) |
3,21,60,793 |
1.40 |
Buyback |
(16,63,459) |
3,04,97,334 |
1.40 |
|
Purchase(s) post buyback |
8,67,131 |
0.04 |
3,13,64,465 |
1.44 |
Sale(s) post buyback |
(31,63,847) |
(0.14) |
2,82,00,618 |
1.29 |
At the end of the year |
2,82,00,618 |
1.29 |
||
Government of Singapore |
||||
At the beginning of the year |
5,26,89,626 |
2.29 |
||
Purchase(s) prior to buyback |
25,44,934 |
0.11 |
5,52,34,560 |
2.40 |
Sale(s) prior to buyback |
(3,01,77,216) |
(1.31) |
2,50,57,344 |
1.09 |
Buyback |
(25,71,944) |
2,24,85,400 |
1.03 |
|
Purchase(s) post buyback |
63,14,503 |
0.29 |
2,87,99,903 |
1.32 |
Sale(s) post buyback |
(11,79,750) |
(0.05) |
2,76,20,153 |
1.26 |
At the end of the year |
2,76,20,153 |
1.26 |
||
Abu Dhabi Investment Authority |
||||
At the beginning of the year |
4,09,33,655 |
1.78 |
||
Purchase(s) prior to buyback |
22,34,131 |
0.10 |
4,31,67,786 |
1.88 |
Sale(s) prior to buyback |
(1,85,06,098) |
(0.81) |
2,46,61,688 |
1.07 |
Buyback |
(18,28,937) |
2,28,32,751 |
1.05 |
|
Purchase(s) post buyback |
43,17,560 |
0.20 |
2,71,50,311 |
1.24 |
Sale(s) post buyback |
(4,13,207) |
(0.02) |
2,67,37,104 |
1.22 |
At the end of the year |
2,67,37,104 |
1.22 |
||
Vanguard Total International Stock Index Fund |
||||
At the beginning of the year |
2,27,91,525 |
0.99 |
||
Purchase(s) prior to buyback |
1,86,2670 |
0.08 |
2,46,54,195 |
1.07 |
Sale(s) prior to buyback |
– |
– |
2,46,54,195 |
1.07 |
Buyback |
(9,74,777) |
2,36,79,418 |
1.08 |
|
Purchase(s) post to buyback |
4,65,824 |
0.02 |
2,41,45,242 |
1.11 |
Sale(s) post buyback |
– |
– |
2,41,45,242 |
1.11 |
At the end of the year |
2,41,45,242 |
1.11 |
||
UTI Mutual Fund |
||||
At the beginning of the year |
1,90,93,802 |
0.83 |
||
Purchase(s) prior to buyback |
38,26,156 |
0.17 |
2,29,19,958 |
1.00 |
Sale(s) prior to buyback |
(27,95,464) |
(0.12) |
2,01,24,494 |
0.88 |
Buyback |
(9,23,550) |
1,92,00,944 |
0.88 |
|
Purchase(s) post buyback |
19,82,675 |
0.09 |
2,11,83,619 |
0.97 |
Sale(s) post buyback |
(8,34,696) |
(0.04) |
2,03,48,923 |
0.93 |
At the end of the year |
2,03,48,923 |
0.93 |
Notes :The date-wise increase / decrease in shareholding of the top 10 shareholders is available on our website, www.infosys.com.
(1) Based on PAN
(2) Percentage calculated on the paid-up share capital (229,69,44,664 shares) as at the beginning of the year
(3) Percentage calculated on the paid-up share capital (218,41,14,257 shares) as at the end of the year
V. Indebtedness
The Company has not availed any loan during the year and is a debt-free Company.
VI.(a) Remuneration of Managing Director (MD), whole-time directors (WTD) and / or manager
in ₹ crore
Particulars of remuneration |
Name of MD / WTD / Manager |
Total amount |
||
Salil Parekh(1) |
Dr. Vishal Sikka(4) |
U.B. Pravin Rao(7) |
||
Gross salary |
|
|
|
|
Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 |
3.89 |
(5) 5.96 |
8.04 |
17.89 |
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) – |
(6) 6.78 |
(8)– |
6.78 |
Sweat equity |
– |
– |
– |
– |
Commission as % of profit |
– |
– |
– |
– |
Others(9) |
0.09 |
0.18 |
0.18 |
0.45 |
Total |
3.98 |
12.92 |
8.22 |
25.12 |
Ceiling as per the Act |
2,291 |
Notes : The details in the above table are on accrual basis.
(1) Appointed as Chief Executive Officer and Managing Director effective January 2, 2018. The appointment is for a term of five years effective January 2, 2018 to January 1, 2023 and the remuneration is approved by shareholders vide a postal ballot concluded on February 20, 2018.
(2) 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. Accordingly, the value of stock incentives granted during the period is not included. The number of stock incentives granted in fiscal 2018 is mentioned in the notes below.
(3) Pursuant to the approval of the shareholders through a postal ballot on February 20, 2018, Salil Parekh is eligible to receive the following under the 2015 Plan,
a) an annual grant of RSUs of fair value ₹ 3.25 crore, which will vest over time in three equal annual installments upon completion of each year
of service from the respective grant date
b) a one-time grant of RSUs of fair value ₹ 9.75 crore, which will vest over time in two equal annual installments upon completion of each year
of service from the grant date, and
c) an annual grant of performance-based RSUs of fair value ₹ 13 crore, which will vest after completion of three years, the first of which
concludes on March 31, 2021, subject to the achievement of performance targets set by the Board or its committee.
The Board, based on the recommendations of the nomination and remuneration committee, approved on February 27, 2018, the annual time-
based grant for fiscal 2018 of 28,256 RSUs and a one-time, time-based grant of 84,768 RSUs. The grants were made effective February 27, 2018.
(4) Resigned as Chief Executive Officer and Managing Director effective August 18, 2017 and as Director effective August 24, 2017.
(5) Includes US$ 0.25 million (approximately ₹ 1.60 crore) and US$ 0.21 million (approximately ₹ 1.34 crore) as part of 90 days base pay in lieu of notice and variable pay, respectively, for fiscal 2018 on account of resignation.
(6) Perquisite value of stock incentives on account of exercise of 70,772 RSUs. Consequent to his resignation from the Company on August 24, 2017, the unvested stock incentives (time-based and performance-based awards) granted to him were forfeited.
(7) Appointed as Interim Chief Executive Officer and Managing Director effective August 18, 2017. Subsequently, on January 2, 2018, re-designated as Chief Operating Officer and Whole-time Director. The salary remains unchanged on the appointment and redesignation.
(8) 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, effective November 1, 2016. Based on fiscal 2016 performance, the nomination and remuneration committee, at 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, under the 2015 Plan and the same was approved by the shareholders through a postal ballot on March 31, 2017. These RSUs and ESOPs were granted effective May 2, 2017.
(9) Includes retirals
VI.(b) Remuneration to key managerial personnel other than MD / Manager / WTD
in ₹ crore
Particulars of remuneration |
Key managerial personnel |
Others(1) |
Total |
|
CFO |
Company Secretary |
|||
Gross salary |
||||
Salary as per provisions contained in Section 17(1) |
7.03 |
0.55 |
30.79 |
38.37 |
Value of perquisites u/s 17(2) Income-tax Act, 1961 |
– |
– |
– |
– |
Profits in lieu of salary under Section 17(3) |
– |
– |
– |
– |
Stock options(2)(3) |
0.71 |
0.02 |
5.60 |
6.33 |
Sweat equity |
– |
– |
– |
– |
Commission as % of profit |
– |
– |
– |
|
Others(4) |
0.24 |
0.03 |
3.58 |
3.85 |
Total |
7.98 |
0.60 |
39.97 |
48.55 |
Notes : The details in the above table are on accrual basis
(1) The following executives were named as KMP as defined under Ind AS 24, Related Party Disclosures. Hence, the remuneration for these KMP for fiscal 2018 has been collectively disclosed under others. The remuneration included in the above table is for the complete fiscal 2018, except where specifically stated otherwise. For details of remuneration on an individual basis, refer to Annexure 3 of the Board’s report included in this Annual Report.
|
|
|
|
|
|
|
|
|
|
(a) Resigned effective July 14, 2017; hence, remuneration for fiscal 2018 is from April 1, 2017 to July 14, 2017.
(b) Appointed as Group General Counsel and Chief Compliance Officer effective July 3, 2017 and was named as KMP under Ind AS 24, Related Party Disclosures effective July 14, 2017.
(c) Appointed as Acting General Counsel effective January 1, 2017 and resigned effective June 24, 2017; hence, remuneration for fiscal 2018 is from April 1, 2017 to June 24, 2017.
(d) Resigned effective January 31, 2018; hence, remuneration for fiscal 2018 is from April 1, 2017 to January 31, 2018.
(2) 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. Accordingly, the value of stock incentives granted during the period is not included. The number of stock incentives granted in fiscal 2018 is mentioned in the notes below.
(3) During fiscal 2018, 2,73,100 RSUs and 44,450 stock options were granted under the 2015 Plan, to KMP, excluding CEO and COO.
(4) Includes retirals
VI.(c) Remuneration to other directors
in ₹ crore
Particulars of remuneration |
Name of director |
Total amount |
||||||||
Kiran Mazumdar-Shaw |
Ravi Venkatesan |
Roopa Kudva |
Dr. Punita Kumar-Sinha |
D.N. Prahlad |
D. Sundaram (1) |
R. Seshasayee (2) |
Prof. Jeffrey S. Lehman (2) |
Prof. John W. Etchemendy (2) |
||
Independent directors |
||||||||||
Fee for attending Board / committee meetings |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
Commission |
1.00 |
1.43 |
0.97 |
1.33 |
0.95 |
0.70 |
0.84 |
0.89 |
0.60 |
8.71 |
Others, please specify |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
Total (1) |
1.00 |
1.43 |
0.97 |
1.33 |
0.95 |
0.70 |
0.84 |
0.89 |
0.60 |
8.71 |
Other non-executive directors |
||||||||||
Fee for attending Board / committee meetings |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
Commission |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
Others, please specify |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
Total (2) |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
Total (1+2) |
1.00 |
1.43 |
0.97 |
1.33 |
0.95 |
0.70 |
0.84 |
0.89 |
0.60 |
8.71 |
Total managerial remuneration |
1.00 |
1.43 |
0.97 |
1.33 |
0.95 |
0.70 |
0.84 |
0.89 |
0.60 |
8.71 |
Overall ceiling as per the Act |
208 |
Notes : The details in the above table are on accrual basis
Additionally, independent directors are also reimbursed for expenses incurred in performance of official duties.
(1) For the period, July 14, 2017 to March 31, 2018
(2) For the period April 1, 2017 to August 24, 2017
Penalties / Punishment / Compounding of offences
The Company, its directors or other officers were not subject to penalties / punishment / compounding of offences during fiscal 2018.
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 three independent directors and the COO and Whole-time Director. The members of the CSR committee are :
- Kiran Mazumdar-Shaw, Chairperson
- U.B. Pravin Rao
- Roopa Kudva
- Dr. Punita Kumar-Sinha
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 :
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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 2018 are as follows :
in ₹ crore
Particulars |
Amount |
Average net profit of the Company for the last three financial years |
15,513 |
Prescribed CSR expenditure (2% of the average net profit as computed above) |
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Total amount to be spent for the financial year |
310.25 |
Amount spent |
312.60 |
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 2018 are as follows :
in ₹ crore
Theme-based CSR project / activity / beneficiary |
Location of the |
Amount outlay (budget) |
Amount spent on the projects or programs in fiscal 2018 |
Cumulative expenditure up to the reporting period |
(i) Expenditure on projects / programs through Infosys Foundation |
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Rural development |
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Road construction |
Mudipu |
17.81 |
13.70 |
17.81 |
Visakha Jilla Nava Nirmana Samithi |
Narsipatnam |
4.25 |
4.25 |
4.25 |
Re-construction of government schools |
Mulbagal |
4.09 |
4.09 |
4.09 |
Swachh Bharat |
Hyderabad, Bengaluru |
5.71 |
5.71 |
5.71 |
Re-construction of school |
Honnavar |
1.90 |
1.90 |
1.90 |
Sahakara Mitra Samstha |
Chittoor |
1.70 |
1.70 |
1.70 |
Seva Bharati Purbanchal |
Guwahati |
1.50 |
1.50 |
1.50 |
Yojak Centre For Research and Strategic Planning For Sustainable Development |
Pune |
1.24 |
1.24 |
1.24 |
Binkadakatti Zoo |
Gadag |
1.04 |
1.04 |
1.04 |
Rehabilitation for homeless and orphans |
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Indian Red Cross Society |
Chandigarh |
19.06 |
14.04 |
19.06 |
Dharmashala – Kidwai |
Bengaluru |
17.94 |
4.28 |
4.28 |
Gulbarga Dharmashala – Kidwai |
Kalaburagi |
1.74 |
1.74 |
1.74 |
Kidwai Memorial Institute of Oncology |
Bengaluru |
1.00 |
1.00 |
1.00 |
Promoting education, enhancing vocational skills |
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International Institute of Information Technology (IIIT), Bengaluru |
Bengaluru |
4.00 |
4.00 |
4.00 |
The Kailash Satyarthi Children’s Foundation |
Delhi |
1.10 |
1.10 |
1.10 |
Shishu Shiksha Samiti |
Guwahati |
1.00 |
1.00 |
1.00 |
Eradicating hunger, poverty and sanitation programs |
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The Akshaya Patra Foundation |
Hyderabad |
8.00 |
8.00 |
8.00 |
Promoting healthcare including preventive healthcare |
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Kidwai Memorial Institute of Oncology |
Bengaluru |
1.47 |
1.47 |
1.47 |
Capital Hospital |
Bhubaneswar |
1.43 |
1.43 |
1.43 |
Protection of national heritage, restoration of historical sites, promotion of art and culture |
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Vasantha Vallabha Trust |
Bengaluru |
1.94 |
1.94 |
1.94 |
Bharata Ilango Foundation |
Chennai |
1.00 |
1.00 |
1.00 |
Raja Dinkar Kelkar Museum |
Pune |
1.00 |
1.00 |
1.00 |
Others |
Various locations |
21.55 |
21.55 |
21.55 |
(ii) Expenditure on projects / programs by Infosys Limited |
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Environmental sustainability and ecological balance |
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Renewable energy – Solar projects(1) |
Manikonda, Chengalpet |
10.86 |
7.17 |
7.17 |
Renewable energy – Solar project (1) |
Sira |
138.11 |
97.00 |
138.11 |
Renewable energy – Solar project (Support infrastructure including inverters, trackers, transformers and others)(1) |
Sira |
92.69 |
66.48 |
74.99 |
Rejuvenation of lake |
Hebbal, Mysuru |
50.00 |
22.46 |
22.46 |
Biomass cook stove project |
Ganjam, Udaipur, Satara |
26.07 |
6.69 |
18.81 |
Biogas project |
Ramanagara |
25.12 |
3.86 |
5.44 |
Global Himalayan Expedition |
Ladakh |
2.58 |
2.58 |
2.58 |
(iii) Overhead |
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Administrative expenses |
Bengaluru |
7.68 |
7.68 |
7.68 |
Total |
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474.58 |
312.60 |
385.05 |
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 |
Kiran Mazumdar-Shaw Chairperson, CSR Committee |
Salil Parekh Chief Executive Officer and |
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
We continued our efforts on smart building automation, highly-efficient designs, deep green retrofits and renewable energy, which have helped us conserve resources, while efficient waste management has minimized waste to landfills.
Renewable energy : During the year, we augmented the capacity of our solar installations. Currently, we have a total installed capacity of around 46.2 MW across our campuses, including on-the-roof and ground-mount solar installations. The total percentage of renewables in electricity consumption is around 43% for fiscal 2018. 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 11.7 million sq. ft. of highest rated green buildings across campuses. In fiscal 2018, two of our buildings – Software Development Building (SDB) 1 in Jaipur, and SDB A/B in Bhubaneswar – were awarded the US Green Building Council LEED Platinum rating and the LEED India Platinum rating respectively. We now have 19 LEED Platinum-rated buildings and four GRIHA 5-star rated buildings.
Retrofits : The deep green retrofits in air conditioning, UPS systems, lighting and other systems have helped us reduce 32 MW in connected load in the last seven years. This initiative helped us investigate and address new opportunities like indoor air quality and thermal comfort in our infrastructure.
Carbon neutrality : In line with our commitment to becoming carbon-neutral and focusing on social development alongside carbon emission reduction, we have implemented six community-based carbon offset projects. As of fiscal 2018, our project portfolio includes a household biogas project, four high-efficiency biomass cook stove projects and one rural electrification project. During fiscal 2018, we carried out a third-party verification of the carbon offset generated by these projects since the beginning of their implementation. The third-party verifications were carried out by UN-approved verifying agencies. The current portfolio of offset projects has generated about 1,53,309 tCO2e as of March 31, 2018. At the same time, our projects have positively impacted the lives of over 1,00,000 families (5,00,000 individuals) across five states in India.
Water management : During the year, we achieved a per capita reduction in the consumption of fresh water of around 19% 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 eight composting plants have a cumulative capacity to treat 4.1 million kg of waste 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 28,000 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. We are certified to ISO14001:2015 and OHSAS 18001:2007 at most of our campuses in India.
Technology absorption
Smart IT at Infosys : InfosysIT undertook a program – ‘Windmill of InfosysIT’ – encompassing revenue enablement, innovation, and cost optimization as strategic pillars, to empower more than 2,00,000 employees around the world. We aspire to provide ‘consumer-grade application experience with industry-grade security’ to our employees.
We have adopted intelligent systems as a focus area to make our IT more predictive, proactive and real-time, and to enhance user experience. To provide meaningful insights to our business functions, we are implementing What-If analysis, decision models and visualization techniques that help in discovery, interpretation and communication of relevant data to appropriate stakeholders. Our services and applications are being enabled to perform periodic health checks leveraging machine learning algorithms to implement preventive and self-healing capabilities.
InfosysIT Enterprise Mobile App was launched for Android and iOS users. The app enables frequently-used transactions on the go and is presently being used by more than 30,000 users, within just three months of rollout.
Infosys Nia®, our knowledge-based AI platform, has been implemented to bring in self-healing capabilities in our applications. A distributed storage system using commodity hardware with self-healing capability has been deployed.
To enhance employee safety, we have rolled out an Emergency Mobile App for employees and a Building Occupancy Dashboard for the HR and Security teams. These IT solutions help the organization with a near-real-time view of an employee’s location for prompt response to emergency alerts.
We have implemented advanced security controls and threat analytics to protect Infosys assets from cyber threats and insider attacks.
Under the automation initiative, 16% of service requests raised with the IT support team were serviced without manual intervention. We deployed 50+ Ansible playbooks to automate end-to-end platform provisioning and enabled self-service access for the application delivery team for deployments. Platform as a Service (PaaS), based on Openstack, has been deployed to reduce provisioning time and on the fly scale-out of resources. Software Defined Networking solution has been implemented to achieve integration with the cloud management platform for network configuration automation and provides granular network security with micro-segmentation.
Energy-efficient IT infrastructure
We have adopted a multi-pronged strategy to make our IT infrastructure energy-efficient and green. Some of the measures implemented are :
Public cloud adoption : Cloud computing is a model for enabling convenient, on-demand network access to a shared pool of configurable computing resources. Currently, 53% of our internal compute workload has been migrated to public cloud. Also, 1,30,000 mailboxes have been migrated to Exchange Online.
Server Virtualization : Virtualization was leveraged across the stack to solve business challenges of scale on demand, availability, time to provision, reliability, performance, disaster recovery, manageability, compliance, with benefits of greener and cleaner environment and lower total cost of ownership for the organization. Around 95% of our servers used for enterprise applications have been virtualized.
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. Terminator is an in-house application that ensures shutdown of desktops after business hours if the user has left for the day without shutting down their desktop. Terminator has resulted in 20% electricity savings across locations.
Research and development (R&D) expenditure
On a standalone basis, the total R&D expenditure for fiscals 2018 and 2017 is as follows :
in ₹ crore
Standalone |
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2018 |
2017 |
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Revenue expenditure |
374 |
351 |
Capital expenditure |
– |
– |
Total |
374 |
351 |
R&D expenditure / revenue (%) |
0.6 |
0.6 |
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
2018 |
2017 |
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Earnings |
60,329 |
57,734 |
Expenditure |
31,358 |
29,088 |
Net foreign exchange earnings (NFE) |
28,971 |
28,646 |
NFE / earnings (%) |
48.0% |
49.6% |
for and on behalf of the Board of Directors |
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Bengaluru |
Nandan M. Nilekani Chairman |
Salil Parekh Chief Executive Officer and Managing Director |
Annexure 9 – 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/policies.html/. 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 |
There has been no change to the policy during fiscal 2018. |
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 October 24, 2017 and January 12, 2018. |
https://www.infosys.com/investors/corporate-governance/Documents/CodeofConduct.pdf |
The Code of Conduct and Ethics was amended to incorporate the new CEO and Managing Director’s message to the Company’s stakeholders. |
Dividend Distribution Policy |
The Company adopted the Dividend Distribution |
https://www.infosys.com/investors/corporate-governance/Documents/dividend-distribution.pdf |
There has been no change to the policy during fiscal 2018. |
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 |
There has been no change to the policy during fiscal 2018. |
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. |
There has been no change to the policy during fiscal 2018. |
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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. |
There has been no change to the policy during fiscal 2018. |
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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. The policy was adopted effective January 14, 2016. |
https://www.infosys.com/investors/corporate-governance/Documents/recoupment-policy.pdf |
There has been no change to the policy during fiscal 2018. |
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. The policy was adopted effective March 25, 2015. |
https://www.infosys.com/investors/corporate-governance/Documents/nomination-remuneration-policy.pdf |
There has been no change to the policy during fiscal 2018. |
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. The policy was adopted effective April 1, 2014. |
There has been no change to the policy during fiscal 2018. |
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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. The policy was adopted effective March 31, 2015. |
https://www.infosys.com/investors/corporate-governance/Documents/material-subsidiaries-policy.pdf |
There has been no change to the policy during fiscal 2018. |
Related Party |
The policy regulates all transactions between the Company and its related parties. The policy was adopted effective March 31, 2015. |
There has been no change to the policy during fiscal 2018. |
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Document Retention and Archival Policy |
The policy deals with the retention and archival of corporate records of Infosys Limited and all its subsidiaries. The policy was adopted effective December 1, 2015. |
There has been no change to the policy during fiscal 2018. |