Annual Report of a Foreign Private Issuer · Form 20-F
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 20-F Annual Report of a Foreign Private Issuer 69± 343K
2: EX-13.1 Infosys Annual Report for Fiscal 2001 209 1,290K
3: EX-23.1 Consent of Kpmg, India 1 6K
4: EX-99.1 Proxy Information Statement to Holders of American 2 19K
5: EX-99.2 Proxy Information Statement to Holders of Equity 15± 74K
6: EX-99.3 Proxy Form to Holders of Equity Shares 2± 8K
7: EX-99.4 Proxy Form to Holders of American Depositary Share 2± 15K
8: EX-99.5 Audit Committee Charter 3 21K
EX-99.2 · Proxy Information Statement to Holders of Equity
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Exhibit 99.2
[LETTERHEAD OF INFOSYS]
Infosys Technologies Limited
Electronics City, Hosur Road
Bangalore - 561 229, India.
Tel.: 91-80-852 0261
Fax : 91-80-852 0362
April 11, 2001
Dear member,
You are cordially invited to attend the Twentieth Annual General Meeting of
the members on Saturday, June 02, 2001 at 3.00 p.m. at the J. N. Tata
Auditorium, National Science Seminar Complex, Indian Institute of Science,
Bangalore 560 012, India.
The notice for the meeting containing the proposed resolutions is enclosed
herewith.
If you need special assistance at the Annual General Meeting because of a
disability, please contact the Office of the Director - Finance &
Administration, Infosys Technologies Limited, Electronics City, Bangalore -
561 229, India (Tel.: +91-80-852 0396).
Very truly yours,
/s/ N.R. Narayana Murthy
N. R. Narayana Murthy
Chairman and Chief Executive Officer
Encl.
NOTICE
Notice is hereby given that the Twentieth Annual General Meeting of the
members of Infosys Technologies Limited will be held on Saturday, June 02,
2001, at 3.00 p.m. at the J. N. Tata Auditorium, National Science Seminar
Complex, Indian Institute of Science, Bangalore - 560 012, India, to transact
the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Balance Sheet as at March 31, 2001 and
the Profit & Loss Account for the year ended on that date and the Report of
the Directors and the Auditors thereon.
2. To declare a final dividend.
3. To appoint a director in place of Mr. Deepak M. Satwalekar who retires by
rotation and being eligible offers himself for re-election.
4. To appoint a director in place of Mr. Ramesh Vangal who retires by rotation
and being eligible offers himself for re-election.
5. To appoint a director in place of Prof. Marti G. Subrahmanyam who retires by
rotation and being eligible offers himself for re-election.
6. To appoint a director in place of Mr. S. Gopalakrishnan who retires by
rotation and being eligible offers himself for re-election.
7. To appoint a director in place of Mr. S. D. Shibulal who retires by rotation
and being eligible offers himself for re-election.
8. To appoint Auditors to hold office from the conclusion of this meeting until
the conclusion of the next Annual General Meeting and to fix their
remuneration.
SPECIAL BUSINESS
9. To consider and, if thought fit, to pass with or without modifications as an
ordinary resolution, the following:
"RESOLVED THAT in accordance with the provisions of Section 198, 269, 309,
Schedule XIII and other applicable provisions, if any, of the Companies Act,
1956, consent of the Company be and it is hereby accorded to the appointment
of Mr. T. V. Mohandas Pai as a whole-time Director for a period of five
years with effect from May 27, 2000, on the terms and conditions as set out
in the draft agreement to be executed by Mr. T. V. Mohandas Pai, (including
the remuneration to be paid in the event of loss or inadequacy of profits in
any financial year during the aforesaid period) submitted to this meeting
and for identification initialled by the Company Secretary with liberty to
the Board of Directors, to alter, vary and modify the said re-appointment /
remuneration including salary, performance bonus, allowances and perquisites
in such manner as may be agreed to between the Board of Directors and Mr. T.
V. Mohandas Pai within and in accordance with and subject to the limits
prescribed in Schedule XIII to the Companies Act, 1956, or any amendment or
any statutory modifications thereto and if necessary, as may be stipulated
by the Central Government and as may be agreed to accordingly between the
Board of Directors and Mr. T. V. Mohandas Pai.
RESOLVED FURTHER THAT notwithstanding anything herein above stated, where,
in any financial year closing on and after April 1, 2000, the company incurs
a loss, or its profits are inadequate, the company shall pay to Mr. T. V.
Mohandas Pai remuneration by way of salary, performance bonus and other
allowances not exceeding a sum of Rs. 10,50,000 per annum or Rs. 87,500 per
month and in addition thereto, the perquisites not exceeding the limits
specified under Para 2 of Section II, Part II of Schedule XIII to the
Companies Act 1956, or such other limits as may be prescribed by the
Government from time to time as minimum remuneration."
10. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT in accordance with the provisions of Section 198, 269, 309,
Schedule XIII and other applicable provisions, if any, of the Companies Act,
1956, consent of the Company be and it is hereby accorded to the appointment
of Mr. Srinath Batni as a whole-time Director for a period of five years
with effect from May 27, 2000, on the terms and conditions as set out in the
draft agreement to be executed by Mr. Srinath Batni, (including the
remuneration to be paid in the event of loss or inadequacy of profits in any
financial year during the aforesaid period) submitted to this meeting and
for identification initialled by the Company Secretary with liberty to the
Board of Directors, to alter, vary and modify the said re-appointment /
remuneration including salary, performance bonus, allowances and perquisites
in such manner as may be agreed to between the Board of Directors and Mr.
Srinath Batni within and in accordance with and subject to the limits
prescribed in Schedule XIII to the Companies Act, 1956, or any amendment or
any statutory modifications thereto and if necessary, as may be stipulated
by the Central Government and as may be agreed to accordingly between the
Board of Directors and Mr. Srinath Batni.
RESOLVED FURTHER THAT notwithstanding anything herein above stated, where,
in any financial year closing on and after April 1, 2000, the company incurs
a loss, or its profits are inadequate, the company shall pay to Mr. Srinath
Batni remuneration by way of salary, performance bonus and other allowances
not exceeding a sum of Rs. 10,50,000 per annum or Rs. 87,500 per month and
in addition thereto, the perquisites not exceeding the limits specified
under Para 2 of Section II, Part II of Schedule XIII to the Companies Act
1956, or such other limits as may be prescribed by the Government from
time to time as minimum remuneration."
11. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT in accordance with the provisions of Section 198, 269, 309,
Schedule XIII and other applicable provisions, if any, of the Companies Act,
1956, consent of the Company be and it is hereby accorded to the appointment
of Mr. Phaneesh Murthy as a whole-time Director for a period of five years
with effect from May 27, 2000, on the terms and conditions as set out in the
draft agreement to be executed by Mr. Phaneesh Murthy, (including the
remuneration to be paid in the event of loss or inadequacy of profits in any
financial year during the aforesaid period) submitted to this meeting and
for identification initialled by the Company Secretary with liberty to the
Board of Directors, to alter, vary and modify the said re-appointment /
remuneration including salary, performance bonus, allowances and perquisites
in such manner as may be agreed to between the Board of Directors and Mr.
Phaneesh Murthy within and in accordance with and subject to the limits
prescribed in Schedule XIII to the Companies Act, 1956, or any amendment or
any statutory modifications thereto and if necessary, as may be stipulated
by the Central Government and as may be agreed to accordingly between the
Board of Directors and Mr. Phaneesh Murthy.
RESOLVED FURTHER THAT notwithstanding anything herein above stated, where,
in any financial year closing on and after April 1, 2001, the company incurs
a loss or its profits are inadequate, the company shall pay to Mr. Phaneesh
Murthy remuneration by way of salary, performance bonus and other allowances
not exceeding a sum of Rs. 10,50,000 per annum or Rs. 87,500 per month and
in addition thereto the perquisites not exceeding the limits specified under
Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956,
or such other limits as may be prescribed by the Government from time to
time as minimum remuneration."
12. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT Prof. Jitendra Vir Singh, who was co-opted as an Additional
Director of the company by the Board of Directors, and who holds office
under Section 260 of the Companies Act, 1956, until the date of the Annual
General Meeting and in respect of whom the company has received a notice in
writing proposing his candidature for the office of a Director, be and is
hereby appointed as a Director of the company, liable to retire by
rotation."
13. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT Dr. Omkar Goswami, who was co-opted as an Additional Director
of the company by the Board of Directors, and who holds office under Section
260 of the Companies Act, 1956, until the date of the Annual General Meeting
and in respect of whom the company has received a notice in writing
proposing his candidature for the office of a Director, be and is hereby
appointed as a Director of the company, liable to retire by rotation."
14. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT Sen. Larry Pressler, who was co-opted as an Additional
Director of the company by the Board of Directors, and who holds office
under Section 260 of the Companies Act, 1956, until the date of the Annual
General Meeting and in respect of whom the company has received a notice in
writing proposing his candidature for the office of a Director, be and is
hereby appointed as a Director of the company, liable to retire by
rotation."
15. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT Ms. Rama Bijapurkar, who was co-opted as an Additional
Director of the company by the Board of Directors, and who holds office
under Section 260 of the Companies Act, 1956, until the date of the Annual
General Meeting and in respect of whom the company has received a notice in
writing proposing her candidature for the office of a Director, be and is
hereby appointed as a Director of the company, liable to retire by
rotation."
16. To consider and, if thought fit, to pass with or without modifications as a
special resolution the following:
"RESOLVED THAT subject to the approval of the Central Government, Reserve
Bank of India and other regulatory bodies if required, the consent of the
company be and is hereby accorded for investment by Foreign Institutional
Investors, in the equity share capital of the company, either by direct
investment or by purchase or otherwise by acquiring from the market under
portfolio investment scheme on repatriation basis, subject to the condition
that such investment together with their existing holdings shall not exceed
in aggregate 49% of the paid-up equity share capital of the company or such
other limit as may be prescribed from time to time by the Central Government
and / or Reserve Bank of India or any other related authority."
By order of the Board
Electronics City, V. Balakrishnan
Hosur Road, Associate Vice President - Finance
Bangalore - 561 229, India. and Company Secretary
April 11, 2001
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint a
proxy to attend the meeting and the proxy need not be a member of the
company. Under the Companies Act, 1956, voting is by show of hands unless a
poll is demanded by a member or members present in person, or by proxy
holding at least one-tenth of the total shares entitled to vote on the
resolution or by those holding paid-up capital of at least Rs. 50,000. A
proxy may not vote except in a poll.
2. An Explanatory Statement pursuant to Section 173(2) of the Companies Act,
1956 is annexed hereto.
3. The instrument appointing the proxy should be deposited at the Registered
Office of the company not less than 48 hours before the commencement of the
meeting.
4. Members / proxies should bring duly filled Attendance Slips sent herewith
for attending the meeting.
5. The Register of Directors' shareholdings, maintained under Section 307 of
the Companies Act, 1956, is available for inspection by the members at the
Annual General Meeting.
6. The Register of Contracts, maintained under Section 301 of the Companies
Act, 1956, is available for inspection by the members at the Registered
Office of the company.
7. The Register of Members and Share Transfer Books will remain closed from May
16, 2001 to June 02, 2001 both days inclusive.
8. The certificate from the Auditors of the company certifying that the
company's 1998 Stock Option Plan and 1999 Stock Option Plan are being
implemented in accordance with the SEBI (Employees Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999 and in accordance with the
resolution of the members in the general meeting is available for inspection
by the members at the Annual General Meeting.
9. Subject to the provisions of Section 206A of the Companies Act, 1956,
dividend as recommended by the Board of Directors, if declared at the
meeting, will be payable on or after June 02, 2001 to those members whose
names appear in the Register of Members as on May 16, 2001.
10. Members whose shareholding are in the electronic mode are requested to
direct change of address notifications to their respective Depositary
Participants.
11. Members are requested to address all correspondences, including dividend
mandates, to the Registrar and Share Transfer gents - Karvy Consultants
Limited, T. K. N. Complex, No. 51/2, Vanivilas Road, Opp. National College,
Basavanagudi, Bangalore - 560 004, India.
12. Members wishing to claim dividends, which remain unclaimed, are requested to
correspond with Mr. V. Balakrishnan, Associate Vice President - Finance and
Company Secretary at the company's registered office for further
particulars.
EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956.
ITEM 9, 10 & 11
The Board of Directors at their meeting held on May 27, 2000 co-opted Mr. T. V.
Mohandas Pai, Mr. Srinath Batni and Mr. .Phaneesh Murthy as Additional Directors
of the company with effect from May 27, 2000, pursuant to Section 260 of the
Companies Act, 1956. They will hold office up to the date of the ensuing Annual
General Meeting. Items 9, 10 and 11 pertain to the resolutions seeking the
approval of the members in general meeting for appointing Mr. T. V. Mohandas
Pai, Mr. Srinath Batni and Mr. Phaneesh Murthy respectively, as whole-time
directors of the company. The terms of their appointments are set below:
I. MR. T. V. MOHANDAS PAI & MR. SRINATH BATNI:
1. Period of appointment: With effect from May 27, 2000 to May 26, 2005
(subject to the approval of their appointment as whole-time Directors by the
members in the next Annual General Meeting)
2. Details of remuneration:
a) Salary per month:
[Enlarge/Download Table]
T. V. Mohandas Pai Rs. 79,410 p.m. in the scale of Rs. 70,000 p.m. - Rs. 2,00,000 p.m.
Srinath Batni Rs. 71,360 p.m. in the scale of Rs. 70,000 p.m. - Rs. 2,00,000 p.m.
b) Performance bonus:
Mr. T. V. Mohandas Pai and Mr. Srinath Batni shall be entitled to
performance bonus based on their performance or based on their value
addition to the company, up to a maximum of 25% of salary, payable quarterly
or at other intervals as may be decided by the Board.
c) Perquisites and allowances:
i) Housing: Furnished / unfurnished residential accommodation or house
rent allowance up to 40% of salary in lieu thereof. The expenditure
incurred by the company on gas, electricity, water and furnishings
shall be valued as per Income Tax Rules, 1962.
ii) Medical reimbursement / allowance: Reimbursement of actual expenses
for self and family and / or allowances will be paid as per the
rules of the company.
iii) Leave travel concession / allowance: For self and family once in a
year, in accordance with the rules of the company.
iv) Club fees: Fees payable subject to a maximum of two clubs.
v) Provision of driver / driver's salary allowance: As per the rules of
the company.
vi) Personal accident insurance: As per the rules of the company.
d) Earned / privilege leave: As per the rules of the company.
e) Company's contribution to provident fund and super-annuation fund:
As per the rules of the company.
f) Gratuity: As per the rules of the company.
g) Encashment of leave: As per the rules of the company.
h) Company car and telephone: Use of the company's car and telephone at
residence for official purposes.
II. Mr. PHANEESH MURTHY
Mr. Phaneesh Murthy, is a whole-time employee of the company, based in Fremont,
San Francisco, U.S.A and is a Non-resident Indian. As per the policy of the
company, he currently receives remuneration denominated in U.S. dollars. All the
perquisites and allowances, insurance annuities and retirement benefits are paid
in U.S. dollars. These terms will be applicable, subject to periodic revision as
decided by the Board, so long as he is based outside of India. If and when, he
is posted in a position based in India, the following terms will be subject to
revision.
Period of appointment: With effect from May 27, 2000 to May 26, 2005 (subject to
the approval of his appointment as a whole-time Director by the members in the
next Annual General Meeting)
Details of remuneration:
a) Salary per month: $20,833 in the scale of $15,000 p.m. - $40,000 p.m.
b) Performance bonus: Mr. Phaneesh Murthy shall be entitled to performance
bonus based on his performance or based on his value addition to
the company, up to a maximum of $200,000 per annum or up to 150% of
salary, payable quarterly or at other intervals as may be decided by
the Board.
c) Perquisites and allowances: Mr. Phaneesh Murthy is eligible to be covered
under the health-care, income protection and retirement plans offered by
the company to all its U.S. based employees.
i) Health care benefits: The company incurs expenditure as per the rules
of the company, in respect of this plan, for insuring Mr. Phaneesh
Murthy and his dependent family for medical and dental care, vision
care, and offers him a life insurance and accidental death and
dismemberment insurance.
ii) Disability insurance: The company incurs expenditure as per the rules
of the company, for covering Mr. Phaneesh Murthy under the income
protection plan that provides short term and long term disability
insurance in case of any situation that disables him from attending
regular duties (and earning full wages) for a continuous period
exceeding one week.
iii) 401(k) plan: Mr. Phaneesh Murthy is eligible to participate in this
tax-deferred retirement benefit where the company matches 25% of the
employee's contribution per year, up to a maximum amount as per the
rules of the company.
iv) Conveyance: Entitled to a fully insured company leased car and
operational expenses thereof to discharge his official
responsibilities.
d) Earned / privilege leave: As per the rules of the company.
e) Telephone: Use of the company's telephone at residence for official
purposes.
f) Encashment of leave: Payable as per the rules of the company.
The aggregate of the salary, performance bonus, perquisites and allowances,
contribution towards provident fund and superannuation fund, gratuity and
leave encashment taken together in respect of payment to Mr. T. V. Mohandas
Pai, Mr. Srinath Batni and Mr. Phaneesh Murthy, shall always be subject to the
overall ceilings laid down in Sections 198 and 309 of the Companies Act, 1956.
MINIMUM REMUNERATION
Where in any financial year, during the currency of tenure of Mr. T. V. Mohandas
Pai, Mr. Srinath Batni and Mr. Phaneesh Murthy, the company incurs a loss or its
profits are inadequate, the company may pay them remuneration by way of salary,
performance bonus, perquisites and allowances not exceeding the limits as
specified below:
------------------------------------------------------------------
Mr. T. V. Mohandas Pai Rs. 17,28,372 p.a. or Rs. 1,44,031 p.m.
Mr. Srinath Batni Rs. 15,50,520 p.a. or Rs. 1,29,210 p.m.
Mr. Phaneesh Murthy Rs. 18,00,000 or Rs. 1,50,000 p.m.
------------------------------------------------------------------
and in addition the perquisites not exceeding the limits specified under Para 2
of Section II, Part II of Schedule XIII to the Companies Act, 1956, or such
other limits as may be prescribed by the Government from time to time as minimum
remuneration.
3. The agreement may be terminated by either party by giving six months notice
in writing, of such termination.
4. If, at any time, Mr. T. V. Mohandas Pai or Mr. Srinath Batni or Mr.
Phaneesh Murthy cease to be directors of the company for any causes
whatsoever, their respective agreement shall forthwith be terminated.
5. Mr. T. V. Mohandas Pai, Mr. Srinath Batni and Mr. Phaneesh Murthy shall
perform such duties as may from time to time be entrusted to
them, subject to the superintendence and control of the Board of Directors.
MEMORANDUM OF INTEREST
No director, except Mr. T. V. Mohandas Pai, Mr. Srinath Batni and Mr. Phaneesh
Murthy are concerned or interested in their respective appointments.
The abstract of the terms of appointment of Mr. T. V. Mohandas Pai, Mr.
Srinath Batni and Mr. Phaneesh Murthy dated June 12, 2000 was circulated to
the members pursuant to Section 302 of the Companies Act, 1956. The terms of
appointment and payment of remuneration to Mr. T. V. Mohandas Pai, Mr. Srinath
Batni and Mr. Phaneesh Murthy as stated in this notice, may be treated as the
reproduction of such abstract under Section 302 of the Companies Act, 1956.
The copies of relevant resolutions of the Board / company in respect of the
appointments of Mr. T. V. Mohandas Pai, Mr. Srinath Batni and Mr. Phaneesh
Murthy, as well as the draft agreements to be entered into between the company
and Mr. T. V. Mohandas Pai, Mr. Srinath Batni and Mr. Phaneesh Murthy are
available for inspection by the members at the Registered Office of the company
during working hours on any working day till the date of this Annual General
Meeting.
ITEM 12
Prof. Jitendra Vir Singh was co-opted as an Additional Director of the company
with effect from October 10, 2000, pursuant to Section 260 of the Companies Act,
1956. Prof. Jitendra Vir Singh holds office of director upto the date of the
ensuing Annual General Meeting. The company has received notice in writing from
a member alongwith a deposit of Rs. 500/- proposing the candidature of Prof.
Jitendra Vir Singh for the office of Director under the provisions of Section
257 of the Companies Act, 1956. None of the directors of the company other than
Prof. Jitendra Vir Singh are interested in this resolution.
ITEM 13
Dr. Omkar Goswami was co-opted as an Additional Director of the company with
effect from November 13, 2000, pursuant to Section 260 of the Companies Act,
1956. Dr. Omkar Goswami holds office of director upto the date of the ensuing
Annual General Meeting. The company has received notice in writing from a member
alongwith a deposit of Rs. 500/- proposing the candidature of Dr. Omkar Goswami
for the office of Director under the provisions of Section 257 of the Companies
Act, 1956. None of the directors of the company other than Dr. Omkar Goswami are
interested in this resolution.
ITEM 14
Sen. Larry Pressler was co-opted as an Additional Director of the company with
effect from January 09, 2001, pursuant to Section 260 of the Companies Act,
1956. Sen. Larry Pressler holds office of director upto the date of the ensuing
Annual General Meeting. The company has received notice in writing from a member
alongwith a deposit of Rs. 500/- proposing the candidature of Sen. Larry
Pressler for the office of Director under the provisions of Section 257 of the
Companies Act, 1956. None of the directors of the company other than Sen. Larry
Pressler are interested in this resolution.
ITEM 15
Rama Bijapurkar was co-opted as an Additional Director of the company with
effect from March 29, 2001, pursuant to Section 260 of the Companies Act, 1956.
Ms. Rama Bijapurkar holds office of director upto the date of the ensuing Annual
General Meeting. The company has received notice in writing from a member
alongwith a deposit of Rs. 500/- proposing the candidature of Ms. Bijapurkar for
the office of Director under the provisions of Section 257 of the Companies Act,
1956. None of the directors of the company other than Ms. Bijapurkar are
interested in this resolution. The Board recommends the resolutions 1-15 for the
approval of the members.
ITEM 16
The investment by Foreign Institutional Investors (FIIs), in the equity of
Indian companies was permitted to the extent of 40% of the paid-up equity
capital of such companies. Recently the Government of India has raised the limit
of such investments to 49% of the paid up equity capital of such companies,
subject to approval of the Board of Directors of the investee company and
approval of members of the investee company by way of a special resolution.
Since the increased investment by FIIs is considered to be in the interest of
the company, the Board recommends the resolution for approval of the members.
None of the directors of the company are concerned or interested in the
resolution.
By order of the Board
Electronics City, V. Balakrishnan
Hosur Road, Associate Vice President - Finance
Bangalore - 561 229, India. and Company Secretary
April 11, 2001
ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT OR SEEKING
ELECTION AT THE ANNUAL GENERAL MEETING
[Enlarge/Download Table]
Following is the biographical data about the directors seeking re-election or
recommended for appointment as a director:
[PHOTO] Deepak M. Satwalekar has served as a Director of Infosys since 1997. He is the
Managing Director of HDFC Standard Life Insurance Company Ltd. From 1993 to
2000, he was Managing Director of Housing Development Finance Corporation
Ltd., and was Deputy Managing Director between 1990 and 1993. He was a member
of the Managing Committee of the Bombay Chamber of Commerce and Industry from
1996 to 1998. Mr. Satwalekar was also a Member of the Economic Affairs
Committee of the Indo-American Chamber of Commerce from 1993 to 1994 and 1996
to 1997. He is a Director of Tata Housing Development Corporation Ltd., HDFC
Ltd., HDFC Bank Ltd., HDFC Holdings Ltd., HDFC Investments Ltd., Asian Paints
(India) Ltd., Indian Opportunities Fund (Mauritius) Ltd., Maruti Countrywide
Auto Financial Service Ltd., Mahindra Holidays & Resorts India Ltd., SchoolNet
India Ltd., Tube Investments of India Ltd., Chemplast Sanmar Ltd. and
Templeton Asset Management India Private Ltd. Mr. Satwalekar received a
B.Tech. in Mechanical Engineering from IIT Bombay and an M.B.A. from the
American University. He chairs the Audit Committee and is a member of the
Compensation Committee of the Board of Infosys. Additionally, he serves on the
Audit Committees of SchoolNet India Ltd., HDFC Bank Ltd. and Tube Investment
of India Ltd.; on the Compensation Committees of SchoolNet India Ltd. and Tube
Investments of India Ltd.; and on the Investors' Grievance Committee of HDFC
Ltd.
[PHOTO] Ramesh Vangal has served as a Director of Infosys since 1997. He has served as
the President of Seagram Asia Pacific since 1998 and is currently the Chairman
of Seagram India Ltd., Seagram Asia Pacific Ltd., Asia Net Media, BL.com, and
is a director in Indo Bio Care, CEBECO India, Kirin Seagram, Arudra Nemara
Developers Pvt. Ltd. and Agro Biochem (India) Pvt. Ltd. From 1994 to 1997, he
was a member of the Worldwide Operating Council of PepsiCo and was President
of PepsiCo Foods International, Asia Pacific. From 1985 to 1994, he served in
various management capacities for PepsiCo. Mr. Vangal received a B.Tech. from
IIT Bombay and a M.Sc. in Business from the London Business School. He also
holds a Certificate Diploma, Accounting and Finance from the Institute of
Chartered Accountants in England and Wales. Mr.Vangal chairs the Nominations
Committee and is a member of the Audit Committee of the Board of Infosys.
[PHOTO] Prof. Marti G. Subrahmanyam has served as a Director of Infosys since April
1998. He has served as the Charles E. Merrill Professor of Finance and
Economics at the Stern School of Business at New York University since 1991
and has been a visiting professor at leading academic institutions in England,
France, Germany and India, including at INSEAD and Chruchill College,
Cambridge University. Prof. Subrahmanyam has written several books and
published numerous articles in the areas of finance and economics. He
currently serves as an Associate Editor of the Journal of Banking and Finance,
Journal of Finance, Management Science, Journal of Derivatives, Journal of
International Finance and Accounting, and Japan and the World Economy. Prof.
Subrahmanyam received a B.Tech. from IIT Madras, a Diploma in Business
Administration from IIM Ahmedabad and a Ph.D. in Finance and Economics from
the Massachusetts Institute of Technology. He is a director of ICICI Ltd.,
Deutsche Software India Ltd., Aventine Investment Management Inc., DebtMark
Inc., Indiaserver.com Inc., Nippon Performance Fund Ltd., Nomura Asset
Management Inc., SpeedMerchant.com Inc., RMAS Ltd., Nexgen Financial Holdings
Ltd. and Usha Communications Inc. Prof. Marti G. Subrahmanyam chairs the
Compensation Committee and is a member of the Audit Committee of the of the
Board of Infosys. Additionally, he serves on the Audit Committee of Deutsche
Software India Ltd.; on the Compensation Committees of Deutsche Software India
Ltd. and Usha Communications Inc., and on the Investment Committee of ICICI
Ltd.
[PHOTO] S. Gopalakrishnan is a co-founder of Infosys and has served as a Director from
1981 to 1987. From 1987 to 1994, he was Technical Vice President and managed
all projects at the US-based KSA/Infosys, a former joint venture between the
company and Kurt Salmon Associates. From 1994 to date he has served as a
Director of Infosys. Mr. Gopalakrishnan was head of Technical Support Services
from 1994 to 1996, Head - Client Delivery and Technology of Infosys from 1996
to 1999 and has served as Head - Customer Service & Technology from 1999 to
date. He received an M.Sc. in Physics and an M.Tech. in Computer Science from
IIT Madras and is a Director in Yantra Corporation.
[Enlarge/Download Table]
[PHOTO] S. D. Shibulal is a co-founder of Infosys and has served as a Director from
1984 to 1991 and since 1997. He has served as Head - Manufacturing,
Distribution and Year 2000 Business Unit, and Head - Internet and Intranet
Business Unit of Infosys since 1998. From 1991 to 1996, Mr. Shibulal was on
sabbatical from Infosys and served as Senior Information Resource Manager at
Sun Microsystems Inc. From 1981 to 1991, he worked for Infosys in the United
States on projects in the retail and manufacturing industries. Mr. Shibulal
received an M.Sc. in Physics from the University of Kerala and an M.S. in
Computer Science from Boston University. Mr. Shibulal is the Chairman of
Onscan Inc. He serves on the Investors' Grievance Committee of the Board of
Infosys.
[PHOTO] T. V. Mohandas Pai has served as Director of Infosys since May 27, 2000. From
1996 to 2000, he was Senior Vice President, Head - Finance and Administration
and Chief Financial Officer of Infosys. From 1994 to 1996, he served as Vice
President of Finance at Infosys. From 1988 to 1994, Mr. Pai was Executive
Director of Prakash Leasing Ltd. Mr. Pai received his B.Com. from St.
Joseph's College of Commerce, Bangalore and an LL.B. from the University Law
College, Bangalore. Mr. Pai is a Fellow Member of the Institute of Chartered
Accountants of India.
[PHOTO] Phaneesh Murthy has served as Director of Infosys since May 27, 2000. From
1996 to 1999 he served as Senior Vice President and Head - Worldwide Sales of
Infosys. From 1992 to 1996, Mr. Murthy was a Marketing Manager for Infosys
based in the United States. From 1987 to 1992, he worked in sales and
marketing for Sonata Software Ltd. Mr. Murthy received a B.Tech. in
Mechanical Engineering from IIT Madras and a post graduate diploma in
business administration from IIM Ahmedabad.
[PHOTO] Srinath Batni has served as Director of Infosys since May 27, 2000. From 1996
to 2000 he has served as Senior Vice President and Head - Retail and
Telecommunications Business Unit of Infosys. After joining Infosys in 1992,
Mr. Batni was a Project Manager. From 1990 to 1992, he was Manager of
Technical Support for PSI Bull, an Indian software development subsidiary of
Bull, S.A., a French company. Mr. Batni received a B.E. in Mechanical
Engineering from Mysore University and an M.E. in Mechanical Engineering from
the Indian Institute of Science, Bangalore.
[PHOTO] Prof. Jitendra Vir Singh has served as a Director of Infosys since October
10, 2000. He is currently the Saul P. Steinberg Professor and Vice Dean,
International Academic Affairs at the Wharton School, University of
Pennsylvania, since 1998. Earlier, Prof. Singh was Director of the Emerging
Economies Program at Wharton from 1996-98. From 1991-1995, he was Research
Director, Entrepreneurship at the Sol C. Snider Entrepreneurial Center at
Wharton. Prof. Singh has been a faculty member at Wharton since 1987, prior
to which, he was at the University of Toronto, Canada where he was an
Associate Professor in the (now) Rotman School of Business. Prof. Singh
received his Ph.D. from Stanford Business School in 1983. In 1991, he
received an M.A. (h.c.) from University of Pennsylvania. His earliest
education was in natural and mathematical sciences and he received his B.Sc.
from Lucknow University in India in 1972. Prof. Singh received his MBA from
the IIM Ahmedabad in 1975. Prof. Singh serves as advisor for several high
technology startup firms, including Seattle based vCustomer. He is also on
the advisory board of EurIndia, a London based marketing accelerator for
small Indian software companies and other technology firms in India and the
U.S. Prof. Singh serves on the Compensation and Nominations Committees of the
Board of Infosys.
[PHOTO] Dr. Omkar Goswami has served as a Director of Infosys since
November 13, 2000. He has been working as Senior Consultant and
Chief Economist to the Confederation of Indian Industry since
August 1998. Earlier, Dr. Goswami was the Editor of Business
India magazine, from March 1997 through July 1998. Prior to
that, from 1981 to 1997, he was a research professor at Oxford,
Delhi School of Economics, Harvard, Tufts, Jawaharlal Nehru
University, Rutgers University and the Indian Statistical
Institute, New Delhi. Dr. Goswami has served on several
government committees. He has also been a consultant to the
World Bank, IMF, the Asian Development Bank and the OECD. He is
a director of Dr. Reddy's Laboratories Ltd., Gujarat Venture
Finance Limited and DSP Merill Lynch AMC. A professional
economist, Dr. Goswami received his Masters in Economics from
the Delhi School of Economics in 1978 and his D.Phil. (Ph.D.)
from Balliol College, Oxford in 1982. Dr. Goswami serves on the
Audit and Compensation Committees of the Board of Infosys. He
also serves on the Audit Committee of Dr. Reddy's Laboratories
Ltd.
[PHOTO] Senator Larry Pressler has served as a Director of Infosys
since January 09, 2001. He is a Senior Partner in the
Washington, D.C. law firm of O'Connor & Hannan LLP, and chairs
the law firm's Telecommunications and Business Group. Earlier
he was Member of the U.S. Congress for 22 years with 18 years
in the U.S. Senate between 1974 and 1997. He was Chairman of
the Senate Commerce, Science and Transportation Committee and
was the author of the Telecommunications Act of 1996 and
various legislations during his tenure in Congress. He has also
worked with McKinsey & Company, and spent three years as a
government lawyer in the U.S. State Department Legal Advisor's
office. Sen. Pressler is a Vietnam veteran (U.S. Army) and was
awarded Vietnam Service Medals. Sen. Pressler is a former
Rhodes Scholar and graduate of Oxford University and Harvard
Law School. Currently, Sen. Pressler serves on the Boards of
Global Light Telecommunications Inc., American Technologies
Group, Philadelphia Stock Exchange Board of Governors,
Customerlinx and L&T Trade.com Ltd. Senator Pressler serves on
the Boards of Advisors of several companies in the
pharmaceutical, telecommunications, and financial sectors. Sen.
Pressler serves on the Audit and Nominations Committees of the
Board of Infosys. He also serves on the Audit Committees of
Global Light Telecommunications Inc. and the Philadelphia Stock
Exchange Board of Governors.
[PHOTO] Rama Bijapurkar has served as a Director of Infosys since March
29, 2001. She is a recognized thought leader on marketing
strategy and consumer related issues in India and runs a
strategic marketing consulting practice working across a wide
range of sectors, helping organizations with their marketing
strategies. In addition, she is a visiting faculty at IIM
Ahmedabad. Prior to setting up her practice in 1997, Ms.
Bijapurkar worked with McKinsey and Company as a Senior
Marketing Consultant between 1995 and 1997. From 1989 to 1995
she was the Deputy Managing Director of MARG and worked between
1982 and 1987 with MODE Services, which she co-founded. She is
an alumna of IIM Ahmedabad and holds an Honors degree in
Physics from the Delhi University. Ms. Bijapurkar serves on the
Boards of Titan Watches Ltd., Godrej Consumer Products Ltd.,
Ideasnyou.com Ltd. and CRISIL Ltd. She serves on the Audit and
Investor Grievances Committee of the Board of Infosys.
Attendance record of the directors seekining re-election or recmminded for
appointment:
[Enlarge/Download Table]
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Number of meetings held Number of meetings attended
------------------------------------------------------------------------------------------------------
Mr. Deepak M. Satwalekar 5 4
Prof. Marti G. Subrahmanyam 5 5
Mr. S. Gopalakrishnan 5 5
Mr. S. D. Shibulal 5 5
Mr. T. V. Mohandas Pai 4* 4
Mr. Srinath Batni 4* 4
Mr. Phaneesh Murthy 4* 4
Prof. Jitendra Vir Singh 1* 1
Dr. Omkar Goswami 1* 1
Sen. Larry Pressler -* -
Ms. Rama Bijapurkar -* -
------------------------------------------------------------------------------------------------------
* Indicates the board meetings held after appointment as a director.
Summary of directorships and board committee memberships of each director of
the company:
[Enlarge/Download Table]
No. of directorships No. of Board Committee memberships
------------------------------------------------------------------------------------------------------------------
Mr. N. R. Narayana Murthy 5 1
Mr. Nandan M. Nilekani 1 1
Mr. S. Gopalakrishnan 2 1
Mr. K. Dinesh 1 1
Mr. S. D. Shibulal 2 1
Mr. T. V. Mohandas Pai 1 0
Mr. Phaneesh Murthy 1 0
Mr. Srinath Batni 1 0
Mr. Deepak M. Satwalekar 15 8
Mr. Ramesh Vangal 9 2
Prof. Marti G. Subrahmanyam 11 6
Mr. Philip Yeo 4 3
Prof. Jitendra Vir Singh 1 2
Dr. Omkar Goswami 4 3
Sen. Larry Pressler 6 4
Ms. Rama Bijapurkar 5 2
------------------------------------------------------------------------------------------------------------------
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