SENSEX NIFTY
Infosys Directors Report, Infosys Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > COMPUTERS - SOFTWARE > DIRECTORS REPORT - Infosys
Infosys
BSE: 500209|NSE: INFY|ISIN: INE009A01021|SECTOR: Computers - Software
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Aug 04, 16:00
1059.80
-19.25 (-1.78%)
VOLUME 176,101
LIVE
NSE
Aug 04, 15:59
1057.25
-21.7 (-2.01%)
VOLUME 4,549,527
Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012 | 2011
Directors Report Year End : Mar '15    « Mar 14
To the members,
 
 We are delighted to present the report on our business and operations
 for the year ended March 31, 2015.
 
 1. Results of our operations
 
                                    in Rs. crore, except per share data
 
 Particulars                  Standalone            Consolidated
 
                          2015     2014          2015         2014
 
 Income from software 
 services and products   47,300   44,341       53,319        50,133
 
 Software development 
 expenses                27,828   26,738       31,834        30,804
 
 Gross profit            19,472   17,603       21,485        19,329
 
 Selling and marketing 
 expenses                 2,549    2,390        2,946         2,625
 
 General and 
 administration expenses  2,961    2,686        3,668         3,323
 
 Operating profit before 
 depreciation            13,962   12,527       14,871        13,381
 
 Depreciation and 
 amortization               913    1,101        1,017         1,317
 
 Operating profit        13,049   11,426       13,854        12,064
 
 Other income             3,337    2,576        3,430         2,664
 
 Profit before 
 exceptional item 
 and tax                 16,386   14,002       17,284        14,728
 
 Profit on transfer of 
 business (1)              <42>      -            -            -
 
 Profit before tax       16,798   14,002       17,284        14,728
 
 Tax expense              4,634    3,808        4,911         4,072
 
 Profit before minority 
 interest and share in 
 net profit / (loss) of
 associate               12,164   10,194       12,373        10,656
 
 Share in net profit / 
 (loss) of associate       -        -            <1)            -
 
 Profit for the period   12,164   10,194       12,372        10,656
 
 Surplus - opening 
 balance                 30,392   25,383       31,453        26,041
 
 Dividend eliminated 
 on consolidation of 
 trust                      -         13           21            13
 
 Reserves on transfer 
 of assets and 
 liabilities of Infosys 
 Consulting India
 Limited                    -          6           -             -
 
 Reserves on 
 consolidation of trust     -         50           -             -
 
 Deconsolidation of 
 trust (2)                 (42)       -            -             -
 
 Amount available 
 for appropriation      42,514    35,646       43,846        36,710
 
 Dividend
 
 Interim                 1,723     1,149        1,723         1,149
 
 Final                   3,388     2,469        3,388         2,469
 
 Total dividend          5,111     3,618        5,111         3,618
 
 Dividend tax            1,034       615        1,034           615
 
 Amount transferred to 
 general reserve         1,217     1,021        1,217         1,021
 
 Amount transferred to 
 other reserve (3)        -           -             1             3
 
 Surplus - closing 
 balance                35,152    30,392       36,483        31,453
 
 Earnings Per Share 
 (EPS) before 
 exceptional item (4)(5)
 
 Basic                  102.33     89.20       108.26         93.25
 
 Diluted                102.33     89.20       108.25         93.25
 
 EPS after exceptional 
 item (4)(5)
 
 Basic                  105.91     89.20       108.26         93.25
 
 Diluted                105.91     89.20       108.25         93.25
 
 Notes: The above figures are extracted from the standalone and
 consolidated financial statements as per Indian Generally Accepted
 Accounting Principles (GAAP).
 
 1 crore = 10 million
 
 (1) On April 15, 2014, the Board of Directors (''the Board'') of
 Infosys authorized the Company to execute a Business Transfer Agreement
 and related documents with EdgeVerve Systems Limited (EdgeVerve),
 subject to securing the requisite approval from shareholders in the
 Annual General Meeting. Subsequently, at the Annual General Meeting
 held on June 14, 2014, the shareholders authorized the Board to enter
 into a Business Transfer Agreement and related documents with
 EdgeVerve, with effect from July 1, 2014 or such other date as may be
 decided by the Board. The Company has undertaken an enterprise
 valuation by an independent valuer and accordingly the business has
 been transferred for a consideration of Rs. 421 crore (US  million)
 with effect from July 1, 2014. Net assets amounting to Rs. 9 crore have
 also been transferred and accordingly a gain ofRs. 412 crore has been
 recorded as an exceptional item. The consideration has been settled
 through the issue of fully-paid-up shares in EdgeVerve. The transfer of
 assets and liabilities is accounted for at carrying values and does not
 have any impact on the consolidated financial statements.
 
 (2) Effective January 1, 2015, Infosys Limited Employees'' Welfare Trust
 has been deconsolidated consequent to SEBI (Share Based Employee
 Benefits) Regulations, 2014 issued on October 28, 2014.
 
 (3) Under the Swiss Code of Obligation, a few Lodestone subsidiaries
 are required to appropriate 5% of the annual profit to legal reserve
 until this equals 20% of the paid-up share capital.  To the extent it
 does not exceed one-half of the share capital, the general reserve may
 be used only to cover losses or for measures designed to sustain the
 Company through difficult times, to prevent unemployment or to mitigate
 its consequences.
 
 (4) Equity shares are at par value of Rs.5/- each.
 
 (5) The Company has allotted 57,42,36,166fully-paid-up equity shares of
 face value Rs. 5/- each during the year ended March 31,2015, pursuant to
 a bonus issue approved by the shareholders through a postal ballot. The
 record date fixed by the Board was December 3, 2014. A bonus share of
 one equity share for every equity share held, and a stock dividend of
 one American Depositary Share (ADS) for every ADS held, respectively,
 has been allotted. Consequently, the ratio of equity shares underlying
 the ADSs held by an American Depositary Receipt holder remains
 unchanged. Earnings per share (EPS) of the previous year has been
 adjusted for the bonus issue, in accordance with Accounting Standard
 (AS) 20 - Earnings Per Share.
 
 Revenues - standalone
 
 Our total income on a standalone basis increased to Rs.47,300 crore from
 Rs. 44,341 crore in the previous year, at a growth rate of 6.7%.  Our
 software export revenues aggregated to Rs. 45,993 crore, up by 6.8% from
 Rs. 43,063 crore in the previous year. Out of the total revenue, 64.0%
 came from North America, 21.8% from Europe, 2.8% from India and 11.4%
 from the Rest of the World. On a standalone basis, our share of
 revenues from all parts of the world outside North America has
 decreased to 36.0% in the current year from 36.9% in the previous year.
 
 Revenues - consolidated
 
 Our total income on a consolidated basis increased to Rs. 53,319 crore
 from Rs. 50,133 crore in the previous year, at a growth rate of 6.4%. Our
 software export revenues aggregated to Rs. 52,035 crore, up by 6.5% from
 Rs. 48,839 crore in the previous year. Out of the total revenue, 61.5%
 came from North America, 24.1% from Europe, 2.4% from India, and 12.0%
 from the Rest of the World. A focus of our growth strategy is to expand
 our business to parts of the world outside North America to diversify
 our revenues. On a consolidated basis, our share of revenues from all
 parts of the world outside North America decreased to 38.5% in the
 current year from 39.3% in the previous year.
 
 Profits - standalone
 
 Our gross profit on a standalone basis amounted to Rs. 19,472 crore
 (41.2% of revenue), as against Rs. 17,603 crore (39.7% of revenue) in the
 previous year. Sales and marketing costs were 5.4% of our revenue for
 each of the years ended March 31, 2015 and March 31, 2014. General and
 administration expenses were 6.3% and 6.0% of our revenues during the
 current year and previous year, respectively.  The operating profit
 before depreciation amounted to Rs. 13,962 crore (29.5% of revenue), as
 against Rs. 12,527 crore (28.3% of revenue) in the previous year. The
 profit before exceptional item and tax was Rs. 16,386 crore (34.7% of
 revenue), as against Rs. 14,002 crore (31.6% of revenue) in the previous
 year.
 
 Profits - consolidated
 
 Our gross profit on a consolidated basis amounted to Rs. 21,485 crore
 (40.3% of revenue), as against Rs. 19,329 crore (38.6% of revenue) in the
 previous year. Sales and marketing costs were 5.5% and 5.2% of our
 revenue for the years ended March 31, 2015 and March 31, 2014,
 respectively General and administration expenses were 6.9% and 6.7% of
 our revenues during the current year and previous year, respectively.
 The Operating Profit before Depreciation amounted to Rs. 14,871 crore
 (27.9% of revenue), as against Rs. 13,381 crore (26.7% of revenue) in the
 previous year. The profit before tax was Rs. 17,284 crore (32.4% of
 revenue), as against Rs. 14,728 crore (29.4% of revenue) in the previous
 year.
 
 Capital expenditure on tangible assets - standalone
 
 This year, on a standalone basis, we capitalized Rs.2,540 crore.  This
 comprises Rs. 694 crore for investment in computer equipment, Rs. 3 crore
 on vehicles and the balance of Rs. 1,843 crore on infrastructure
 investments.
 
 In the previous year, we capitalized Rs. 2,381 crore. This comprised Rs.
 672 crore for investment in computer equipment, Rs. 3 crore on vehicles
 and the balance of Rs. 1,706 crore on infrastructure investments.
 
 Capital expenditure on tangible assets - consolidated
 
 On a consolidated basis, we capitalized Rs. 2,673 crore in the current
 year. This comprises Rs. 778 crore for investment in computer equipment,
 Rs. 6 crore on vehicles, and the balance of Rs. 1,889 crore on
 infrastructure investments.
 
 In the previous year, we capitalized Rs. 2,533 crore. This comprised Rs.
 759 crore for investment in computer equipment, Rs. 11 crore on vehicles,
 and the balance of Rs. 1,763 crore on infrastructure investments.
 
 Liquidity
 
 We continue to be debt-free and maintain sufficient cash to meet our
 strategic objectives. We understand that liquidity in the Balance Sheet
 has to balance between earning adequate returns and the need to cover
 financial and business risks. Liquidity enables us to make a rapid
 shift in direction, if there is a market demand. During fiscal 2015,
 internal cash flows have more than adequately covered working capital
 requirements, capital expenditure, investment in subsidiaries and
 dividend payments. As on March 31, 2015, on a standalone basis, we had
 liquid assets of Rs. 29,705 crore, as against Rs. 28,149 crore at the
 previous year end. On a consolidated basis, we had liquid assets of Rs.
 32,543 crore at the current year-end, as against Rs. 30,277 crore at the
 previous year end. These funds comprise deposits with banks and highly
 rated financial institutions, liquid mutual funds, fixed maturity
 plans, certificates of deposit, tax-free bonds and government bonds.
 The details of the tax-free bonds and government bonds are disclosed
 under the ''non-current investments'' section in the financial
 statements in this Annual Report.
 
 Appropriations
 
 Dividend
 
 The Board, in its meeting held on April 24, 2015, decided to revise and
 increase the dividend payout ratio to up to 50% of post-tax
 consolidated profits effective fiscal 2015 from the existing cap of up
 to 40%.
 
 The Board, in its meeting held on October 10, 2014, declared an interim
 dividend of Rs. 30/- per equity share (not adjusted for bonus issue).
 Further, the Board, in its meeting held on April 24, 2015, has
 recommended a final dividend of Rs. 29.50/- per equity share (equivalent
 to Rs. 14.75/- per share post the 1:1 bonus issue, if the 1:1 bonus issue
 approved by members, pursuant to the Postal Ballot Notice dated April
 24, 2015) for the financial year ended March 31, 2015. The proposal is
 subject to the approval of shareholders at the Annual General Meeting
 to be held on June 22, 2015.
 
 The total dividend appropriation (excluding dividend tax) for the
 current year is Rs. 5,111 crore, as against Rs. 3,618 crore in the previous
 year. Dividend (including dividend tax) as a percentage of consolidated
 net profit after tax is 49.8%, as compared to 39.7% in the previous
 year.
 
 The Register of Members and Share Transfer Books will remain closed on
 June 17, 2015 for the purpose of payment of the final dividend for the
 financial year ended March 31, 2015, and the Annual General Meeting.
 The Annual General Meeting is scheduled to be held on June 22, 2015.
 
 Bonus shares
 
 The Company, in December 2014, had issued bonus shares to the
 shareholders of the Company in proportion of 1:1 and consequently, the
 paid-up share capital of the Company increased from 57,42,36,166 to
 1,14,84,72,332 shares.
 
 Particulars of loans, guarantees or investments
 
 Loans, guarantees and investments covered under Section 186 of the
 Companies Act, 2013 form part of the notes to the financial statements
 provided in this Annual Report.
 
 Transfer to reserves
 
 We propose to transfer Rs. 1,217 crore to the general reserve. An amount
 of Rs. 35,152 crore is proposed to be retained in the surplus.
 
 Fixed deposits
 
 We have not accepted any fixed deposits and, as such, no amount of
 principal or interest was outstanding as of the Balance Sheet date.
 
 Particulars of contracts or arrangements made with related parties
 
 Particulars of contracts or arrangements with related parties referred
 to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
 AOC-2, is appended as Annexure 2 to the Board''s report.
 
 Material changes and commitments affecting financial position between
 the end of the financial year and date of report
 
 On April 24, 2015, the Board authorized the Company to execute a
 Business Transfer Agreement and related documents with the Company''s
 subsidiary, EdgeVerve, subject to securing the requisite approval from
 shareholders through postal ballot. The proposed transfer of the
 business of Finacle and Edge Services to EdgeVerve is at an estimated
 consideration of up to Rs. 3,400 crore and up to Rs. 220 crore,
 respectively.  On April 24, 2015, the Company entered into a definitive
 agreement to acquire Kallidus Inc. (doing business as Skava) and its
 affiliate, a leading provider of digital experience solutions,
 including mobile commerce and in-store shopping experiences, to large
 retail clients, for a consideration of US 0 million (approximately Rs.
 750 crore), including a deferred component and retention bonus.
 
 The Board, in its meeting held on April 24, 2015, has considered,
 approved and recommended a bonus issue of one equity share for every
 equity share held and a stock dividend of one American Depositary Share
 (ADS) for every ADS held, respectively, as on a record date to be
 determined. Consequently, the ratio of equity shares underlying the
 ADSs held by an American Depositary Receipt holder would remain
 unchanged. The bonus issue of equity shares and ADSs will be subject to
 approval by the shareholders through postal ballot, and any other
 applicable statutory and regulatory approvals.
 
 Apart from these, there have been no other material changes and
 commitments affecting the financial position of the Company between the
 end of the financial year and the date of the report.
 
 Variation in market capitalization
 
                        As at March 31,        Increase /
                       2015     2014         (decrease) in %
 
 Market capitalization
 (in Rs. crore)       2,54,771  1,88,510          35.1
 
 Price earnings 
 ratio (1)                20.5      17.6          16.5
 
 Percentage increase 
 in the market price 
 of the shares in 
 comparison with 
 the last public 
 offer price (2)                              5,97,687
 
 Notes: Data based on share prices quoted on NSE.
 
 (1) Based on consolidated Indian GAAP financial statements.
 
 (2) Last public offer price has been adjusted for bonus issues and
 stock split.
 
 Management''s discussion and analysis
 
 In terms of the provisions of Clause 49 of the Listing Agreement, the
 Management''s discussion and analysis is set out in this Annual Report.
 
 2. Business
 
 Strategy
 
 Our strategic objective is to build a sustainable organization that
 remains relevant to the agenda of our clients, while generating
 profitable growth for our investors.
 
 In order to do this, we will apply the priorities of our strategy —
 renew and new — to our own business and cascade it to everything we
 do. This applies to our solution and service offerings, our client and
 employee engagement processes, and to the operational processes of the
 Company. These translate to the following strategic focus areas :
 Differentiate our solution and service offerings : In process-oriented
 services — infrastructure management, business process outsourcing,
 and software testing or maintenance — our strategy will be to embrace
 the concepts of automation and artificial intelligence to improve
 productivity, gain higher accuracy and reduce the total cost to
 clients.  We are leveraging our Global Delivery Model to provide scale,
 quality, expertise and cost advantages to our projects with clients. We
 are building differentiated platforms such as our Edge Suite, our
 Finacle® core banking product and the Infosys Information Platform. We
 will leverage the advantages of open source technologies in providing
 innovative and high cost-benefit performance solutions to our clients.
 We will continue to invest in emerging mobile and digital technologies
 and big data analytics.
 
 Pursue strategic alliances and acquisitions : We are developing
 alliances that complement our core competencies. We are partnering with
 leading technology software providers in creating, deploying,
 integrating and operating business solutions for our clients. We plan
 to deploy our capital in making selective business acquisitions that
 augment our expertise, complement our presence in certain market
 segments and accelerate the execution of our strategies.
 
 Build deep and impactful client relationships : Our strategy is to
 engage with clients on their large transformative programs, both in
 traditional IT areas as well as for their new digital business
 initiatives.  We are expanding existing client relationships by
 providing them a broad set of end-to-end service offerings and
 increasing the size, nature and number of projects we do with them. We
 will acquire new clients, and increase our presence in new geographies
 and market segments by investing in targeted business development and
 marketing. We will invest in high-performing consulting and business
 development teams and the processes and systems required to make them
 effective. We will continue to ensure our brand is differentiated,
 global and respected.  Build a culture within the Company that delivers
 innovation to clients : We will create the required environment,
 structures, ecosystems and economic models that will spur innovation
 across the Company We are using Design Thinking methods to elicit new
 problem statements and bring together our deep knowledge of client
 industries and emerging technologies to solve problems for our clients.
 We have allocated US 0 million towards an innovation fund to tap
 into innovation networks of early stage companies and universities to
 gain access to new thinking and business models. We will continue to
 build a collaborative and entrepreneurial culture in the organization.
 
 Attract and retain a global, diverse, motivated and high performing
 employee base : Our employees are our biggest assets. To meet the
 evolving need of our clients, our priority is to attract and engage the
 best talent in the right locations with the right skills. We are fully
 committed to strengthening our brand to continue to be the ''employer
 of choice''. A series of measures have been initiated to empower our
 employees through trust and accountability. We have overhauled our
 performance management system to bring in more objectivity, created
 internal marketplace for employees to work on challenging assignments,
 and increased the focus on providing a safe and transparent working
 environment. We are guided by our value system which motivates our
 attitudes and actions. Our core values are Client Value, Leadership by
 Example, Integrity and Transparency, Fairness and Excellence (C-LIFE).
 We have invested substantially in training, which is central to our
 employees'' learning and career development process. We are committed to
 creating a work environment that is social, fun and collaborative. We
 continue to provide employees with life-long learning opportunities in
 a transparent and meritocratic culture.  Enhance our operational
 effectiveness for agility and cost : We will periodically assess the
 effectiveness of our organization structure and processes to optimize
 it for alignment with our strategic objectives and agility. We
 continually evaluate critical cross-functional processes and benchmark
 them with best-in-class practices to optimize costs and enable swift
 and effective response to our clients. We constantly monitor and
 optimize various operational parameters such as the cost and
 utilization of resources, distribution of employees around the world,
 the cost of operating our campuses and optimally realizing the
 efficiencies of scale and the strengths of our Global Delivery Model.
 
 Organizational changes
 
 To enhance our agility in the market, sharpen our competitive
 differentiation and defragment centers of excellence, we realigned our
 organizational structure. The realignment is effective April 1, 2015.
 Our go-to-market units are organized around five global industry
 segments :
 
 - Financial Services
 
 - Manufacturing
 
 - Retail, CPG & Logistics
 
 - Energy, Utilities, Communications & Services
 
 - Life Sciences, Healthcare & Insurance
 
 Apart from the five industry segments, our businesses in India, China
 and Japan are run as standalone regional business units.
 
 Our service delivery will be organized as horizontal centers of
 excellence or service lines, with a focus on nurturing innovation, to
 drive differentiation across the industry segments. This organization
 will comprise the following service lines :
 
 - Infosys Global Consulting
 
 - Global Delivery
 
 - Enterprise Solutions
 
 - Infosys Digital
 
 - Enterprise Mobility
 
 - Custom Application Development
 
 - Application Management Services
 
 - Independent Validation Solutions
 
 - Business Intelligence
 
 - Engineering Services
 
 - Cloud and Infrastructure Services
 
 - Products
 
 - Finacle
 
 - EdgeVerve
 
 - Platforms
 
 - Infosys BPO
 
 Client base
 
 Our client-centric approach continues to bring us high levels of client
 satisfaction. We derived 97.8% of our consolidated revenues from repeat
 business this fiscal. We, along with our subsidiaries, added 221 new
 clients, including a substantial number of large global corporations.
 Our total client base at the end of the year stood at 950. The client
 segmentation for the current and previous years on a consolidated basis
 is as follows :
 
                         in nos.
 
 Clients              2015     2014
 
 1 million dollar      529      501
 
 5 million dollar      244      232
 
 10 million dollar     159      148
 
 25 million dollar      83       78
 
 50 million dollar      47       42
 
 75 million dollar      29       24
 
 100 million dollar     15       13
 
 200 million dollar      4        3
 
 300 million dollar      -        1
 
 Infrastructure
 
 We added 35.62 lakh sq. ft. of physical infrastructure space during the
 year. The total available space as on March 31, 2015 stands at 403.68
 lakh sq. ft. The number of marketing offices as on March 31,2015 was
 85, compared to 73 in the previous year.
 
 Subsidiaries and associates
 
 We, along with our subsidiaries, provide consulting, technology,
 outsourcing and next-generation services. At the beginning of the year,
 we had 11 direct subsidiaries. As on March 31, 2015, we have 13 direct
 subsidiaries, 29 step-down subsidiaries and one associate.
 
 During the year, the Board of Directors (''the Board'')reviewed the
 affairs of the subsidiaries. In accordance with Section 129(3) of the
 Companies Act, 2013, we have prepared consolidated financial statements
 of the Company and all its subsidiaries, which form part of the Annual
 Report. Further, a statement containing the salient features of the
 financial statement of our subsidiaries in the prescribed format AOC-1
 is appended as Annexure 1 to the Board''s report. The statement also
 provides the details of performance, financial positions of each of the
 subsidiaries.
 
 In accordance with Section 136 of the Companies Act, 2013, the audited
 financial statements, including the consolidated financial statements
 and related information of the Company and audited accounts of each of
 its subsidiaries, are available on our website www.infosys.com. These
 documents will also be available for inspection during business hours
 at our registered office in Bengaluru, India.  During the year,
 investments were made in the following subsidiaries / associate :
 
 - Infosys Nova Holdings LLC : During the year, the Company
 incorporated a new subsidiary, Infosys Nova Holdings LLC (''Infosys
 Nova''), in the U.S., effective January 23, 2015. Subsequently,
 Infosys Nova acquired 20% of the equity interests in DWA Nova LLC, a
 company formed along with DreamWorks Animation (DWA), for a cash
 consideration of Rs. 94 crore. DWA Nova LLC will develop and
 commercialize image generation technology in order to provide
 end-to-end digital manufacturing capabilities to companies involved in
 the designing, manufacturing, marketing or distribution of physical
 consumer products.
 
 - Panaya Inc. : On March 5, 2015, Infosys acquired 100% voting
 interests in Panaya Inc. (''Panaya''), a Delaware Corporation in the
 U.S., by entering into a share purchase agreement for a cash
 consideration of approximately Rs. 1,398 crore. Panaya is a leading
 provider of automation technology for large-scale enterprise and
 software management.
 
 - EdgeVerve : Infosys established EdgeVerve Systems Limited in 2014,
 to help global corporations sense, influence, fulfill and serve the
 needs of digital consumers, and leverage the potential of their
 business ecosystems.
 
 On April 15, 2014, the Board of Directors of Infosys authorized the
 Company to execute a Business Transfer Agreement and related documents
 with EdgeVerve, subject to securing the requisite approval from
 shareholders in the Annual General Meeting.  Subsequently, at the
 Annual General Meeting held on June 14, 2014, the shareholders
 authorized the Board to enter into a Business Transfer Agreement and
 related documents with EdgeVerve, with effect from July 1, 2014 or such
 other date as may be decided by the Board. The Company has undertaken
 an enterprise valuation by an independent valuer and accordingly the
 business has been transferred for a consideration of Rs. 421 crore (US
  million) with effect from July 1, 2014, settled through the issue
 of fully-paid-up equity shares.
 
 Products and platforms Finacle®
 
 Finacle® is the industry-leading universal banking solution from
 Infosys that helps banks simplify their operations, accelerate
 innovation and create new opportunities. Today, Finacle® is the choice
 for banks across 84 countries and serves over 547 million customers.
 The solution is consistently rated as a leader in the market by various
 industry analysts. Finacle® solutions address core banking, e-banking,
 mobile banking, CRM, payments, treasury, origination, liquidity
 management and wealth management of retail and corporate, and universal
 banks worldwide. The solution''s component-based structure and
 enterprise- class capabilities helps banks boost agility and efficiency
 of their operations, and significantly improves customer experience
 across channels.
 
 A study of top 1,000 global banks revealed that banks powered by
 Finacle® enjoy 50% higher returns on assets, 30% higher returns on
 capital, and 8.1 percentage point lower costs to income than others.
 The Company is organizing its software product assets within an
 integrated product group, which will be part of EdgeVerve, a subsidiary
 of Infosys. The Company therefore proposes to integrate Finacle
 business into EdgeVerve with effect from August 01, 2015.
 
 EdgeVerve
 
 EdgeVerve defines, develops and operates innovative, cloud-hosted
 business platforms and software products which are offered to clients
 as ''Pay-as-you-use'' services. We focus on realizing business
 outcomes for our clients by driving their revenue growth,
 cost-effectiveness and improved profitability. All our platforms are
 branded under the Edge umbrella.
 
 Platforms
 
 An important part of our strategy is the creation of the ''Infosys
 Platform'' which consists of the Infosys Information Platform (IIP)
 and the Infosys Automation Platform (IAP). These in turn consist of a
 number of open source software components, and/or Infosys proprietary
 software products, all of which can be deployed on public or private
 cloud or at the customer''s premise. IIP is intended to address the key
 challenges that enterprises have in effectively storing, managing and
 analyzing the increasing amounts of data available to business
 enterprises. Infosys'' objective is to use IIP to help customers find an
 improved way to package, develop, administer and monitor their
 enterprise data. Because it is based on existing, tested open source
 components, IIP offers rapid deployment as a base for a broad variety
 of industry-specific scenarios.  It is particularly suited for
 deployment in scenarios where a customer''s existing environment lacks
 scalability or speed of reporting.
 
 Quality
 
 We continue our journey of delivering value to our clients through
 significant investments in quality programs. While sustaining existing
 external benchmarks and certifications, we have added new
 certifications and further enhanced our programs and initiatives to
 renew our commitment to the culture of quality.
 
 We continue to adhere to international quality standard certifications
 such as ISO 9001:2008, ISO 22301, ISO 20000, AS EN 9100, ISO 13485, TL
 9000 SV OHSAS 18001 and ISO 14001. We have also received an independent
 auditor''s assurance report on compliance to ISAE 3402 / SSAE16 and a
 certification of compliance on PCIDSS V 2.0 for Infosys BPO Limited. We
 also get assessed at CMMi level 5.  According to the Process Maturity
 Profile published by the CMMi Institute of Carnegie Mellon University
 in December 2014, only 7% of 10,768 organizations globally are
 operating at Level 5, which is the highest level of process maturity.
 
 Infosys is certified under various standards to meet client demands and
 enhance delivery value. Infosys Limited and Infosys BPO Limited are
 certified for the revised ISO 27001:2013 information security
 standards. As part of Infosys'' contract, the Central Processing Center
 of the Government of India''s income tax department was certified for
 ISO 27001. Following the successful completion of external independent
 assurance assessment based on GRI G4 comprehensive requirements,
 Infosys became the first IT company to publish a sustainability report
 compliant with GRI G4 comprehensive guidelines.
 
 Our Quality department handles large change management initiatives to
 drive quality and productivity improvements across the Company, using
 various techniques such as Six Sigma, Lean methodology and engineering
 levers like Reuse and Tools. It is governed and monitored through the
 Balanced Scorecard and validated using the Infosys Scaling Outstanding
 Performance (iSOP) program adopted from the Malcolm Baldridge National
 Quality Award (MBNQA) framework.
 
 Our Business Value Articulation (BVA) framework is an initiative
 comprising frameworks, methodologies, processes and systems to promote
 articulation and assurance of business value for various engagements.
 The BVA program helped us create substantial impact on our clients. We
 continue to fine-tune our Client Value Survey to capture the voice of
 our customers, and to assess client expectations as an ongoing process.
 The data that is collected is analyzed around satisfaction, advocacy,
 loyalty, fulfillment and value for money, and helps us draw action
 plans to improve client experience.
 
 Branding
 
 The Infosys brand is a key intangible asset of the Company The branding
 initiative is designed to reposition Infosys as the next-generation
 services company that would help enterprises renew themselves while
 also creating new avenues to generate value. Brand Infosys is being
 built around the premise that software, in a very fundamental way, is
 reshaping the world around us. And because of this, there is a duality
 that every business faces - on the one hand, the need to renew existing
 systems, to improve their effectiveness with new technologies and
 innovation, and on the other hand, the need to deliver completely new
 kinds of services and new solutions in new ways using next-generation
 technologies. Infosys helps its clients achieve this dual agenda in a
 culture of learning, creativity and purpose. It is the delivery of this
 brand promise that makes us the right technology partner for clients in
 over 50 countries. Brand Infosys has been recognized by leading
 publications and independent industry bodies globally. We are regularly
 rated by global industry analysts as a leader in key services and
 solutions across domains. Refer to the Awards and recognition section
 in this report.
 
 Our marketing reach extends globally through advertisements, public
 relations and digital marketing initiatives. We participate in premier
 business and industry events around the world. We also organize
 signature events and roundtables across geographies. ''Confluence'',
 our flagship client event, is consistently well-attended and highly
 rated by our clients and industry partners.
 
 Awards and recognition
 
 In fiscal 2015, we received numerous awards and recognition, both
 international and national. Here is a quick glimpse of some of them :
 
 Business and management
 
 - We won the 2014 Thomson Reuters India Innovation Award in the
 ''Hi-Tech Corporate'' category. This award honors organizations
 headquartered in India for their spirit of innovation in R&D.
 
 - We won the 2014 Asia IP Elite Award, which recognizes companies
 that are leading the way in IP value creation in the Asia-Pacific
 region.
 
 - Infosys AssistEdge and Openreach (infrastructure division of BT)
 won the prestigious Alsbridge Innovation Award 2014 for ''Customer
 Service Seamless Desktop''.
 
 - We topped Asiamoney''s Corporate Governance Poll in the ''domestic
 country'' category. The poll was expanded to cover Australia and
 Vietnam, and is the largest ever, with 322 select analysts and
 investors voicing their opinions.
 
 - At the Institutional Investor 2014 All-Asia Rankings, we were
 honored with several awards in the IT services and software categories.
 The recognitions included Best CFO and Best Investor Relations.
 
 - We were included in the top list of ''Business Innovation and
 Transformation Partners'' by Lunendonk, a leading German IT and
 consulting industry analyst firm. Only 11 companies across all German
 consulting and IT companies make it to this premiere league.
 
 - We won the Data Security Council of India (DSCI) Excellence Award
 under the ''Privacy in Outsourcing Sector (IT-ITeS / BPM)'' category.
 
 - We were voted India''s best company in the areas of corporate
 governance and commitment to paying good dividends, while the Infosys
 CFO, Rajiv Bansal, was chosen as India''s best CFO in FinanceAsia''s
 Asia''s Best Companies poll, 2015.
 
 - We were recognized by the Neiman Marcus Group as the ''2014
 Technology Partner of the Year'' after a rigorous selection process,
 based on four parameters - Service, Quality, Value and Innovation.
 
 - We received the prestigious ''Daimler Supplier Award 2014'' for
 Outstanding Quality in the provision of IT Data Center Services.
 
 - We were named the partner of the year by a leading global retailer.
 
 - We were named a leader in The Forrester Wave™: BI Service
 Providers, Q4 2014. We received top scores for experience across
 multiple geographies and industries, strategic investments in business
 intelligence, and transparency.
 
 - We were also inducted into the Winner''s Circle in HfS Research
 Enterprise Analytics Services Blueprint.
 
 - Infosys BPO won four Gold Awards at the TISS LeapVault Chief
 Learning Officers Awards 2014 in the categories ''Best Global L&D Team
 of the Year'', ''Best Corporate University'', ''Best Virtual
 Learning Program'' and ''Best Induction Training Program''.
 
 - Infosys McCamish won the Workflow Management Coalition (WfMC)
 Global Award for ''Excellence in Case Management for Insurance''.
 
 - Infosys BPO won the 2014 Golden Peacock National Training Award. It
 was also declared a winner at the National Institution for Quality and
 Reliability Awards in India.
 
 - Infosys BPO and Procter & Gamble jointly won the 2014 Outsourcing
 Excellence Award.
 
 - Infosys BPO received an ASTD Excellence in Practice in Coaching and
 Mentoring citation.
 
 - We were named leaders in the Magic Quadrant for Finance and
 Accounting BPO by Gartner for the fourth consecutive year.
 
 - We have been identified as a Leader in NelsonHall''s Vendor
 Evaluation and Assessment for application outsourcing.
 
 Banking
 
 - Finacle® won five international banking excellence awards in
 partnership with its clients at the annual Asian Banker Awards 2014.
 These included two awards each for core banking and channel solutions
 implementation, and one award for its treasury management
 implementation.
 
 - Finacle® was rated as a leader in Gartner''s Magic Quadrant for
 International Retail Core Banking 2014 for the eighth time in a row.
 Infosys was positioned at the highest level, within the Leaders
 Quadrant, in ability to execute and furthest in completeness of vision.
 
 - Finacle® emerged as a leader in a key industry assessment - The
 Forrester Wave™ : Customer-Centric Global Banking Platforms, Q3 2014.
 
 - CEB TowerGroup rated Finacle® e-Banking and trade finance
 solutions as ''Best-in-Class'' solutions for customer experience,
 design and security, and enterprise support.
 
 - Finacle® was also judged a winner by Juniper Research for the 2014
 Future Mobile Awards in the ''Mobile Banking'' category.
 
 - Finacle® was rated by CEB TowerGroup analysts as
 ''Best-in-Class'' for bank user services and enterprise support.
 
 - Finacle® was named a leader in the IDC MarketScape - Worldwide
 Core Banking Solutions 2014 Vendor Assessment : Global Providers for
 North American Banks during the year.
 
 ERP services
 
 - We were named leaders in Gartner''s Magic Quadrant for Oracle
 Application Implementation Services, Worldwide - for our completeness
 of vision and ability to execute.
 
 - We were positioned in the ''Winner''s Circle'' of the HfS
 Blueprint - SAP Services.
 
 - We were named leaders in the IDC MarketScape Worldwide Oracle
 Implementation Services Ecosystem''s 2014 report.
 
 Technology innovation
 
 - We won Hitachi''s ''Technical Architect Team of the Year'' award
 for exemplary work in architecting an infrastructure transformation
 solution for a leading U.S.-based financial services provider.
 
 - The American Council for Technology - Industry Advisory Council
 (ACT-IAC) selected Infosys'' Marketplace-as-a-Service platform as one
 of the top 30 finalists for its ''Igniting Innovation 2015'' awards.
 
 - Infosys was a winner in the 2014 ''Simulating Reality'' contest
 organized by MSC Software. The winning team from Infosys used MSC''s
 simulation technologies to better diagnose osteoporosis and accurately
 quantify fracture risk.
 
 Healthcare
 
 - We were cited as ''Leader and Star Performer'' in Life Sciences
 IT Outsourcing in Everest Group''s report : IT Outsourcing in Life
 Sciences - Service Provider Landscape with PEAK Matrix™ Assessment
 2014.
 
 - The Indo-American Chamber of Commerce recognized Infosys for
 ''Excellence in Innovation'' and ''Excellence in Environment, Health
 & Safety''.
 
 - Infosys Public Services won the ''Hottest Government Contractor''
 honor on June 24, 2014 at the 13th Annual Northern Virginia Technology
 Council (NVTC) ''Hot Ticket Awards'' for developing innovative
 solutions to help the government.
 
 - Infosys Public Services was ranked 16th in the 2014 ''Healthcare
 Informatics 100'', based on revenues from healthcare IT products and
 services.
 
 - Infosys Public Services'' efforts in modernizing the core systems
 of Long Term Care Partners (LTCP) to optimize operations and support
 its growth were acknowledged by LTCP.
 
 Diversity
 
 - The Women of Color magazine honored 13 Infoscions in October 2014.
 The ''Women of Color in Technology'' awards is a competitive national
 awards program that recognizes and honors the exceptional achievements
 of distinguished multicultural women who excel in Science, Technology,
 Engineering and Mathematics (STEM) in the U.S.
 
 - We won the 2014 Asia Pacific HRM Congress Award for ''Diversity
 and HR''.
 
 Sustainability awards
 
 Our sustainability efforts won us several awards and accolades in
 fiscal 2015. These are some of the highlights :
 
 - We won the Ashden International Gold Award, also known as the
 ''Green Oscars'', for ''Sustainable Buildings''.
 
 - We were recognized for our efforts in sustainability and awarded
 the Solar Globe Award, 2014 for ''Excellence in Sustainability''.
 
 - We were awarded the NDTV Property Award for our Software
 Development Block (SDB) 2 and 3 in the Hyderabad campus under the
 ''Most Environment Friendly Commercial / Office Space'' category.
 
 - We won the Bry Air Award under the ''System Design'' category for
 our next-generation smart buildings.
 
 - The Bureau of Energy Efficiency awarded us the National Energy
 Conservation Award for SDB 1 and 2, two buildings in our Mahindra City
 campus, and a certificate of merit for SDB 1 in Mahindra City and SDB 4
 and 6 in the Sholinganallur campus, in Chennai.
 
 - We were ranked third in the State Pollution Control Award given by
 the Kerala State Pollution Control Board for our efforts in pollution
 control and environmental protection at our Thiruvananthapuram campus.
 
 - We received the first prize in the ''Lawn and Garden'' category
 in the Dasara Phala Pushpa Darshana-2015 for the 13th consecutive year
 for our Mysuru Development Center.
 
 - We were recognized by the Karnataka State Pollution Control Board
 for the green belt development at our Mangaluru Nethra Development
 Center.
 
 - We were placed second in the Environment, Health & Safety Award
 given by CII in the ''Office / Software / Service'' category and also
 a 4 star rating for our Bengaluru Development Center.
 
 - We won the first prize in the ''Energy Efficiency'' category from
 the Maharashtra Energy Development Agency (MEDA) for our Pune Phase 2
 campus and second prize for our Pune Phase 1 campus.
 
 3. Human resources management
 
 To ensure good human resources management at Infosys, we focus on all
 aspects of the employee lifecycle. This provides a holistic experience
 for the employee as well. During their tenure at the Company, employees
 are motivated through various skill-development, engagement and
 volunteering programs. All the while, we create effective dialogs
 through our communication channels to ensure that the feedback reach
 the relevant teams, including the leadership.  Through the annual
 employee engagement survey (LITMUS 2015), a number of tracks were
 identified this fiscal, and employees were invited to be part of the
 teams that actionized these tracks. In addition, a special,
 cross-functional team was put in place to enhance employee experience
 by renewing systems and processes. Quarterly promotions, 100% variable
 payout for two consecutive quarters, an Expert Track to identify
 individuals who are technically proficient, and a unique crowd-sourcing
 initiative to gather ideas around innovation were some of the
 interventions made to engage and develop employees.  Interactions with
 the leadership continue through email, face-to- face interactions,
 video conferencing and video messages. We also launched the first
 Hackathon at Infosys, across our global locations to encourage rapid
 prototyping and problem-solving, and build a culture of innovation.
 
 We have set up a scalable recruitment and human resources management
 process. Over the last year, on a standalone basis, we received
 13,80,283 applications from prospective employees.  The Infosys Group
 added 15,782 (net) and 53,386 (gross) employees this year, taking the
 total strength to 1,76,187 from 1,60,405 at the end of the previous
 year.
 
 On a standalone basis, the attrition rate for fiscal 2015 stands at
 18.9% compared to 18.7% for the previous year.
 
 Talent fulfillment
 
 Last year, a new function was established for identifying the best fit
 talent for any project on time, through the deployment of available
 people, recruitment and training. Over the last one year, this has
 yielded rich dividends. Our ability to staff the right people for our
 business needs has improved substantially and at the same time, talent
 utilization has moved up materially. A robust supply chain has been
 built that will yield dividends in the years to come.
 
 Particulars of employees
 
 The table containing the names and other particulars of employees in
 accordance with the provisions of Section 197(12) of the Companies Act,
 2013, read with Rule 5(1) of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014, is appended as
 Annexure 3a to the Board''s report.
 
 A statement containing the names of every employee employed throughout
 the financial year and in receipt of remuneration of '' 60 lakh or more,
 or employed for part of the year and in receipt of Rs. 5 lakh or more a
 month, under Rule 5(2) of the Companies (Appointment and Remuneration
 of Managerial Personnel) Rules, 2014, is enclosed as Annexure 3b to the
 Board''s report.
 
 Education, training and assessment
 
 Learning and education are at the foundation of Infosys. Competency
 development continues to be a key area of strategic focus for us.
 
 We launched new training programs to align with the new business
 strategy of renew and new. During fiscal 2015, the total training
 provided for employees was over 3.36 million person days. Many of our
 employees also undertook external certifications, thereby creating a
 large pool of certified people.
 
 To enhance the innovation quotient among the workforce, we conducted
 the Design Thinking program for over 23,975 employees during fiscal
 2015, including fresh recruits. In addition, the training has been
 imparted to client teams and leadership teams.
 
 Our flagship industry-academia partnership program, Campus Connect,
 made progress through the launch of electives to help engineering
 colleges run new programs within their curricula. In fiscal 2015, we
 engaged with 1,440 faculty members who in turn trained over 34,655
 students. With this, the total number of beneficiaries covered has
 reached over 11,886 faculty members and over 3,30,643 students from 348
 engineering institutions.
 
 SPARK is an academia connect program that exposes students in schools
 and colleges to the current opportunities and developments in IT and
 aims to inspire them and raise their aspirations. As part of this
 program, we engaged with over 38,460 students during the year.  Since
 its launch in 2008, the program has reached over 9,16,460 students.
 Over 78,726 students participated in Aspirations2020, the coding
 contest we conduct for engineering students, in fiscal 2015.
 
 Our knowledge management system set a new record by winning the Global
 Most Admired Knowledge Enterprise (MAKE) award for the 10th time, Asian
 MAKE award for the 12th time and Indian MAKE award for the 10th time.
 
 Infosys Leadership Institute
 
 The vision of the Infosys Leadership Institute (ILI) is to be
 recognized as a globally respected institution that is committed to
 developing leaders for Infosys. The focus of the institute is to
 develop and prepare leaders of the organization for current and future
 executive leadership positions. ILI''s leadership development model
 includes three dimensions — transformational, instrumental and
 transactional leadership — with Infosys values at its core. The
 institute employs a range of developmental approaches including
 classroom training, individualized coaching, and ''leaders teach''
 sessions. Leaders from across Infosys and its subsidiaries are target
 beneficiaries of ILI''s programs.
 
 4. Corporate governance
 
 Corporate governance is an ethically driven business process that is
 committed to values aimed at enhancing an organization''s brand and
 reputation. This is ensured by taking ethical business decisions and
 conducting business with a firm commitment to values, while meeting
 stakeholders'' expectations. At Infosys, it is imperative that our
 company affairs are managed in a fair and transparent manner. This is
 vital to gain and retain the trust of our stakeholders.
 
 We continue to benchmark our corporate governance policies with the
 best in the world. Our efforts are widely recognized by investors in
 India and overseas. We have undergone the corporate governance audit by
 ICRA and CRISIL. ICRA has rated our corporate governance practices at
 CGR 1 and CRISIL has assigned CRISIL GVC Level 1 rating to us.
 
 We comply with the Securities and Exchange Board of India (SEBI)''s
 guidelines on corporate governance. We have documented our internal
 policies on corporate governance. During the year, we continued to
 comply with the U.S. Sarbanes-Oxley Act, 2002. Several aspects of the
 Act, such as the Whistleblower Policy and Code of Conduct and Ethics,
 have been incorporated into our policies. Our Corporate governance
 report for fiscal 2015 forms part of this Annual Report.
 
 Board diversity
 
 The Company recognizes and embraces the importance of a diverse board
 in its success. We believe that a truly diverse board will leverage
 differences in thought, perspective, knowledge, skill, regional and
 industry experience, cultural and geographical background, age,
 ethnicity, race and gender, which will help us retain our competitive
 advantage. The Board has adopted the Board Diversity Policy which sets
 out the approach to diversity of the Board of Directors. The Board
 Diversity Policy is available on our website,
 http://www.injosys.com/investors/corporate-governance/Pages/policies.aspx.
 
 Number of meetings of the Board
 
 The Board met nine times during the financial year, the details of
 which are given in the Corporate governance report that forms part of
 this Annual Report. The intervening gap between any two meetings was
 within the period prescribed by the Companies Act, 2013.
 
 Policy on directors'' appointment and remuneration
 
 The current policy is to have an appropriate mix of executive and
 independent directors to maintain the independence of the Board, and
 separate its functions of governance and management. As on March 31,
 2015, the Board consists of 10 members, two of whom are executive or
 whole-time directors, and eight are independent directors. The Board
 periodically evaluates the need for change in its composition and size.
 
 The policy of the Company on directors'' appointment and remuneration,
 including criteria for determining qualifications, positive attributes,
 independence of a director and other matters provided under Sub-section
 (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is
 appended as Annexure 4 to the Board''s report. We affirm that the
 remuneration paid to the directors is as per the terms laid out in the
 nomination and remuneration policy of the Company.
 
 Declaration by independent directors
 
 The Company has received necessary declaration from each independent
 director under Section 149(7) of the Companies Act, 2013, that he/she
 meets the criteria of independence laid down in Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 Board evaluation
 
 Clause 49 of the Listing Agreement mandates that the Board shall
 monitor and review the Board evaluation framework. The Companies Act,
 2013 states that a formal annual evaluation needs to be made by the
 Board of its own performance and that of its committees and individual
 directors. Schedule IV of the Companies Act, 2013 states that the
 performance evaluation of independent directors shall be done by the
 entire Board of Directors, excluding the director being evaluated.
 
 The evaluation of all the directors and the Board as a whole was
 conducted based on the criteria and framework adopted by the Board.
 The evaluation process has been explained in the Corporate governance
 report section in this Annual Report. The Board approved the evaluation
 results as collated by the nomination and remuneration committee.
 
 None of the independent directors are due for re-appointment.
 
 Training of independent directors
 
 Every new independent director of the Board attends an orientation
 program. To familiarize the new inductees with the strategy, operations
 and functions of our Company, the executive directors / senior
 managerial personnel make presentations to the inductees about the
 Company''s strategy, operations, product and service offerings, markets,
 software delivery, organization structure, finance, human resources,
 technology, quality, facilities and risk management.
 
 The Company has a program to help its directors improve their expertise
 in governance by providing a training fee of US ,000 per annum for
 them to attend courses on board governance held by well-known business
 schools in any part of the world.
 
 Further, at the time of appointment of an independent director, the
 Company issues a formal letter of appointment outlining his/her role,
 function, duties and responsibilities as a director. The format of the
 letter of appointment is available on our website, http://www.infosys.
 com/investors/corporate-governance/Pages/policies.aspx.
 
 Inductions
 
 On the recommendation of the nomination and remuneration committee, the
 Board appointed Dr. Vishal Sikka as a whole-time director with effect
 from June 14, 2014 to July 31, 2014 and as CEO and MD effective August
 1, 2014. We thank the shareholders for their support in confirming Dr.
 Vishal Sikka''s appointment at the Extraordinary General Meeting held on
 July 30, 2014.
 
 On the recommendations of the nomination and remuneration committee,
 the Board appointed Prof. John W Etchemendy as an Independent member of
 the Board effective December 04, 2014.  We thank the shareholders for
 their support in confirming Prof. John W Etchemendy''s appointment
 through postal ballot on March 2, 2015.  The nomination and
 remuneration committee also recommended the induction of Roopa Kudva as
 an independent member of the Board on February 4, 2015. Roopa Kudva is
 a member of several policy-level committees relating to the Indian
 financial system, including committees of SEBI and the Reserve Bank of
 India. She regularly features in lists of the most powerful women in
 business compiled by prominent publications, including Fortune and
 Business Today. We seek your support in confirming the appointment of
 Roopa Kudva in the ensuing Annual General Meeting.
 
 Re-appointments
 
 As per the provisions of the Companies Act 2013, U. B. Pravin Rao
 retires at the ensuing Annual General Meeting and being eligible, seeks
 re-appointment. The Board recommends his re-appointment.
 
 The Companies Act, 2013, provides for the appointment of independent
 directors. Sub-section (10) of Section 149 of the Companies Act, 2013
 provides that independent directors shall hold office for a term of up
 to five consecutive years on the board of a company; and shall be
 eligible for re-appointment on passing a special resolution by the
 shareholders of the Company Accordingly, all the independent directors
 except for Roopa Kudva, who was appointed as additional director on
 February 4, 2015, were appointed by the shareholders either at the
 general meeting or through postal ballot as required under Section
 149(10). Further, according to Sub-section (11) of Section 149, no
 independent director shall be eligible for appointment for more than
 two consecutive terms of five years. Sub-section (13) states that the
 provisions of retirement by rotation as defined in Sub-sections (6) and
 (7) of Section 152 of the Act shall not apply to such independent
 directors.
 
 None of the independent directors will retire at the ensuing Annual
 General Meeting.
 
 Retirements and resignations
 
 B. G. Srinivas resigned as whole-time director with effect from June
 10, 2014. The Board places on record its appreciation for the services
 rendered by B. G. Srinivas during his tenure with the Company.
 
 Srinath Batni resigned as whole-time director with effect from July 31,
 2014. The Board appreciates and thanks him for his efforts in driving
 delivery and quality excellence for the Company S. D. Shibulal resigned
 as CEO and MD with effect from July 31, 2014. S. D. Shibulal is a
 co-founder of the Company and has played a seminal role in shaping its
 destiny The Board places on record its gratitude for the services
 rendered by Shibulal during his long association with the Company
 
 S. Gopalakrishnan resigned as a whole-time director and Executive Vice
 Chairman of the Board with effect from June 14, 2014 and as
 non-executive Vice Chairman with effect from October 10, 2014. As a
 co-founder, he has contributed to the Company''s progress through the
 various roles he has played over the last 33 years. The Board thanks
 him for his guidance and invaluable contribution.
 
 Narayana Murthy resigned as a whole-time director and Executive
 Chairman of the Board with effect from June 14, 2014 and as
 Non-Executive Chairman with effect from October 10, 2014.  The Board
 places on record its deep sense of appreciation for the services
 rendered by Narayana Murthy, who is not just the founder of the
 Company, but also one of the architects of the Indian IT industry.
 Narayana Murthy indicated that in line with the Company''s high
 corporate governance standards and to avoid any perceived conflicts, it
 would not be appropriate for him to be the Chairman Emeritus of
 
 Infosys. The Board accepted his decision and thanked him for his
 vision, leadership and guidance in making Infosys a globally respected
 company.
 
 Ann M. Fudge retired as independent director with effect from June 14,
 2014. The Board thanks her for providing valuable guidance to the
 Company during her tenure.
 
 Dr. Omkar Goswami retired as independent director with effect from
 December 31, 2014. The Board places on record its sincere appreciation
 for Dr. Omkar Goswami''s long and fruitful association with the Company.
 
 Parvatheesam Kanchinadham resigned as the Chief Risk & Compliance
 Officer and Company Secretary of the Company, with effect from January
 10, 2015. The Board thanks Parvatheesam for the many roles he played
 during his tenure with the Company.
 
 Committees of the Board
 
 Currently, the Board has five committees : the audit committee,
 nomination and remuneration committee, corporate social responsibility
 committee, stakeholders relationship committee, and risk and strategy
 committee. All committees, except the corporate social responsibility
 committee, consist entirely of independent directors.
 
 A detailed note on the Board and its committees is provided under the
 Corporate governance report section in this Annual Report. The
 composition of the committees and compliances, as per the applicable
 provisions of the Act and Rules, are as follows :
 
 Employees'' stock options / Restricted stock units
 
 The Company has a 2011 RSU Plan which provides for the grant of
 restricted stock units (RSUs) to eligible employees of the Company.
 The Board placed the proposal of instituting the 2011 Plan to the
 shareholders on August 30, 2011, and the shareholders approved the
 proposal on October 17, 2011 through a postal ballot. The maximum
 aggregate number of shares that may be awarded under the Plan is
 56,67,200 (currently held by the Infosys Limited Employees'' Welfare
 Trust and adjusted for bonus shares issued) and the plan shall continue
 in effect for a term of 10 years from the date of initial grant under
 the plan. The RSUs will be issued at par value of equity shares.  The
 2011 Plan is administered by the management development and
 compensation committee, now known as the nomination and remuneration
 committee (''the committee''), and through the Infosys Limited
 Employees'' Welfare Trust (''the Trust'').
 
 During the year ended March 31, 2015, the Company made a grant of
 27,067 RSUs (equivalent to 54,134 RSUs after adjusting for bonus issue
 made in December 2014) to Dr. Vishal Sikka, Chief Executive Officer and
 Managing Director. The RSUs will vest over a period of four years from
 the date of the grant in the proportions specified in the award
 agreement. The RSUs will vest subject to the achievement of certain key
 performance indicators as set forth in the award agreement for each
 applicable year of the vesting tranche and continued employment through
 each vesting date.
 
 The details of the employee stock options / RSU plan form part of the
 notes to accounts of the financial statements in this Annual Report.
 
 Directors'' responsibility statement as required under Section 134(3)
 (c) of the Companies Act, 2013
 
 The financial statements are prepared in accordance with the Generally
 Accepted Accounting Principles (GAAP) under the historical cost
 convention on accrual basis except for certain financial instruments,
 which are measured at fair values. GAAP comprises mandatory accounting
 standards as prescribed under Section 133 of the Companies Act, 2013
 (''the Act''), read with Rule 7 of the Companies (Accounts) Rules,
 2014, the provisions of the Act (to the extent notified) and guidelines
 issued by the Securities and Exchange Board of India (SEBI). There are
 no material departures from prescribed accounting standards in the
 adoption of these standards.
 
 The directors confirm that :
 
 - In preparation of the annual accounts for the financial year ended
 March 31, 2015, the applicable accounting standards have been followed.
 
 - The directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit and
 loss of the Company for that period.
 
 - The directors have taken proper and sufficient care towards the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 - The directors have prepared the annual accounts on a going concern
 basis.
 
 - The directors have laid down internal financial controls, which are
 adequate and are operating effectively.
 
 - The directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and such systems are adequate and
 operating effectively.
 
 Auditors'' certificate on corporate governance
 
 As required by Clause 49 of the Listing Agreement, the auditors''
 certificate on corporate governance is enclosed as Annexure 5 to the
 Board''s report.
 
 5. Auditors
 
 Statutory auditors
 
 At the Annual General Meeting held on June 14, 2014, B S R & Co.  LLP,
 Chartered Accountants, were appointed as statutory auditors of the
 Company to hold office till the conclusion of the Annual General
 Meeting to be held in the calendar year 2018. In terms of the first
 proviso to Section 139 of the Companies Act, 2013, the appointment of
 the auditors shall be placed for ratification at every Annual General
 Meeting. Accordingly, the appointment of B S R & Co. LLP, Chartered
 Accountants, as statutory auditors of the Company, is placed for
 ratification by the shareholders. In this regard, the Company has
 received a certificate from the auditors to the effect that if they are
 reappointed, it would be in accordance with the provisions of Section
 141 of the Companies Act, 2013.
 
 Secretarial auditor
 
 Parameshwar G. Hegde of Hegde & Hegde, Practicing Company Secretaries,
 was appointed to conduct the secretarial audit of the Company for the
 financial year 2014-15, as required under Section 204 of the Companies
 Act, 2013 and Rules thereunder.  The secretarial audit report for FY
 2014-15 forms part of the Annual Report as Annexure 6 to the Board''s
 report.
 
 The Board has appointed Parameshwar G. Hegde, Hegde & Hegde, Practicing
 Company Secretaries, as secretarial auditor of the Company for the
 financial year 2015-16.
 
 Significant and material orders
 
 There are no significant and material orders passed by the regulators
 or courts or tribunals impacting the going concern status and Company''s
 operations in future.
 
 Extract of annual return
 
 In accordance with Section 134(3)(a) of the Companies Act, 2013, an
 extract of the annual return in the prescribed format is appended as
 Annexure 7 to the Board''s report.
 
 Internal financial control
 
 The Board has adopted the policies and procedures for ensuring the
 orderly and efficient conduct of its business, including adherence to
 the Company''s policies, the safeguarding of its assets, the prevention
 and detection of frauds and errors, the accuracy and completeness of
 the accounting records, and the timely preparation of reliable
 financial disclosures.
 
 6. Corporate social responsibility
 
 Infosys has been an early adopter of corporate social responsibility
 initiatives. Along with sustained economic performance, environmental
 and social stewardship is a key factor for holistic business growth.
 The Company works with Infosys Foundation towards removing
 malnutrition, improving healthcare infrastructure, supporting primary
 education, rehabilitating abandoned women and children, and preserving
 Indian art and culture.
 
 Over the years, we have been striving to achieve a fine balance of
 economic, environmental and social imperatives, while also paying
 attention to the needs and expectations of our internal as well as
 external stakeholders. Our corporate social responsibility is not
 limited to philanthropy, but encompasses holistic community
 development, institution building and sustainability related
 initiatives.
 
 As per the Companies Act, 2013, all companies having net worth of Rs.500
 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of
 Rs. 5 crore or more during any financial year are required to constitute
 a corporate social responsibility (CSR) committee of the Board of
 Directors comprising three or more directors, at least one of whom
 should be an independent director and such Company shall spend at least
 2% of the average net profits of the Company''s three immediately
 preceding financial year. Accordingly, we spent Rs. 243 crore towards our
 CSR activities in fiscal 2015.
 
 Our CSR committee comprises K. V Kamath (Chairperson), R. Seshasayee,
 Kiran Mazumdar-Shaw and Dr. Vishal Sikka.  The committee is responsible
 for formulating and monitoring the CSR policy of the Company.
 
 CSR activities, as per the provisions of the Companies Act, 2013, may
 be undertaken by the Company through a registered trust or a registered
 society. In 1996, Infosys set up the Infosys Foundation (''the
 Foundation'') as a not-for-profit trust. The Foundation works closely
 with and supports the Board and the committee in identifying and
 implementing CSR activities. The Foundation also assists the Board and
 the committee in reporting progress of deployed initiatives and in
 making appropriate disclosures (internal / external) on a periodic
 basis.
 
 Details about the CSR policy and initiatives taken by the Company on
 Corporate Social Responsibility during the year is available on our
 website, http://www.injosys.com/investors/corporate-governance/Pages/
 policies.aspx. The annual report on our CSR activities is appended as
 Annexure 8 to the Board''s report.
 
 Infosys Foundation
 
 The Infosys Foundation was established in 1996 as a not-for-profit
 trust to conduct social welfare activities. Over the years, the
 Foundation has initiated, guided and conducted several programs in
 education, healthcare, disaster relief and rural development.
 
 In fiscal 2015, the Foundation''s work spanned a wide range of
 activities such as sponsoring various organizations that promote local
 arts and culture, funding professorships and scholarships at institutes
 of higher education, funding community healthcare initiatives in
 Chennai, Bengaluru and Mumbai, and aiding welfare initiatives in remote
 rural areas and tribal areas in Arunachal Pradesh and Odisha.  The
 Foundation also sponsored programs providing for the care of the
 destitute in several states. A more detailed report on the Foundation''s
 activities during fiscal 2015 forms part of the Infosys Foundation''s
 report and is available on our website, www.infosys.com.
 
 We would like to thank the honorary trustees of the Foundation, who
 continue to devote their valuable time and energy in planning,
 directing and monitoring its activities.
 
 Infosys Foundation USA
 
 The Infosys Foundation USA''s (''the Foundation'') proposed charter
 was approved by the CSR Committee of the Board in January 2015 with a
 focus on bridging the digital divide in the U.S. The trustees of
 Infosys Foundation USA are Vandana Sikka (Chairperson), Sudha Murty and
 Sandeep Dadlani. The Foundation is committed to making quality
 computing education widely and easily accessible to everyone -
 irrespective of exposure, lack of resources, prior skills or
 proficiency. From enabling computer education in K-12, to supporting
 research in computer science, and empowering adults with IT training
 that enhances their employability, the Foundation is on a mission to
 catalyze a human revolution. An initial outlay of US  million was
 approved for the Foundation''s activities by the CSR committee of the
 Board. During fiscal 2014-15, the Foundation disbursed US 6,378
 towards various CSR activities.
 
 The ACM - Infosys Foundation Award
 
 The ACM, Association for Computing Machinery, and the Infosys
 Foundation award set up in 2007 recognizes the finest recent
 innovations by young scientists and system developers in the computing
 field each year. An endowment from the Infosys Foundation provides
 financial support for the US 5,000 annual award.
 
 Dan Boneh, professor of Computer Science and Electrical Engineering at
 Stanford University, won the 2014 award for his contributions to the
 ground-breaking development of pairing-based cryptography and its
 application in identity-based encryption. His work established the
 field of pairing-based cryptography, the dominant area in cryptography
 for the last decade, by demonstrating the use of pairing functions to
 solve wide variety of problems in cryptography. Boneh, with Matt
 Franklin, showed how pairings could be used to develop a fully
 functional identity-based encryption scheme (IBE). This ushered in a
 whole new area of cryptography research to which Boneh''s contributions
 have been central. IBE makes security mechanisms easier to use and
 deploy, and improves computer security to keep data, devices and
 critical systems safe, private and accessible.
 
 Sustainability initiatives
 
 Our sustainability charter is driven by our core values and ethics.
 Our sustainability actions encompass economic, social and environmental
 dimensions.
 
 We continue to advocate and influence positive and affirmative
 sustainability actions across the globe. Our CEO and MD, Dr. Vishal
 Sikka, and several senior leaders participated in the World Economic
 Forum in Davos in January 2015, and engaged in discussions with global
 leaders on this year''s theme, ''The new global context''.
 
 After Infosys became the first IT Company in the world to publish a
 sustainability report using the Global Reporting Initiative (GRI) G4
 comprehensive guidelines in 2014, GRI Focal Point India invited Infosys
 to co-facilitate workshops to share our learnings.
 
 Working with the community to facilitate larger social development is
 part of the Infosys culture. It is deeply ingrained in the ethos of the
 Company and amplified through actions, championed by leaders
 themselves.
 
 Through our organization-led projects such as Campus Connect, Rural
 Reach and SPARK, we have successfully harnessed our reach and resources
 to encourage students in rural India to pursue higher education,
 provide infrastructure for government schools, and train faculty across
 schools and colleges. We work closely with educational institutions
 across the country to improve access to quality education offered in
 schools and universities.
 
 Infosys also provides a platform for employees to engage in
 volunteering at our Development Centers (DCs) around the world where
 they are based. The CSR and Eco Clubs work with local initiatives and
 are powered entirely by employees in that location.
 
 This year, the Clean India Campaign sparked off a chain of programs —
 cleanliness of the heart, mind, body, surroundings and neighborhoods
 — which was rolled out in most of our campuses across India.
 
 On the environmental front, focused efforts on smart building systems,
 retrofits, new building designs with an effective envelope, and
 renewable energy, have significantly reduced our energy consumption in
 the last seven years. We pioneered the radiant cooling technology in
 India through radiant slab and radiant panel-based cooling systems.  We
 have installed smart water meters across our campuses. We have been
 persistent in our efforts to ensure reuse, recycling and responsible
 disposal of waste to minimize the amount of waste going to landfills.
 In our efforts to achieve our goal of sourcing 100% of our electricity
 requirements from renewables by fiscal 2018, we have continued to
 invest in solar energy across our campuses.
 
 Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo
 
 The particulars as prescribed under Sub-section (3)(m) of Section 134
 of the Companies Act, 2013, read with the Companies (Accounts) Rules,
 2014, are enclosed as Annexure 9 to the Board''s report.
 
 Business Responsibility Report
 
 SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012,
 mandated inclusion of the Business Responsibility Report (BRR) as part
 of the Annual Report for listed entities. In compliance with the said
 circular, we have provided the BRR as part of our Annual Report.  We
 also publish the Infosys Sustainability Report annually. Our report
 follows the GRI G4 framework. This is a comprehensive report that
 covers all aspects of our sustainability activities. The report is
 audited by an external auditor, Det Norske Veritas Germanischer Lloyd
 (DNV GL).
 
 Green initiatives
 
 During fiscal 2011, we started a sustainability initiative with the aim
 of going green and minimizing our impact on the environment. Like the
 previous years, this year too, we are publishing only the statutory
 disclosures in the print version of the Annual Report. Additional
 information is available on our website, www.infosys.com.
 
 Electronic copies of the Annual Report 2014-15 and Notice of the 34th
 Annual General Meeting are sent to all members whose email addresses
 are registered with the Company / Depository Participant(s).  For
 members who have not registered their email addresses, physical copies
 of the Annual Report 2015 and the Notice of the 34th Annual General
 Meeting are sent in the permitted mode. Members requiring physical
 copies can send a request to the Company.
 
 The Company provides e-voting facility to all its members to enable
 them to cast their votes electronically on all resolutions set forth in
 the Notice.  This is pursuant to Section 108 of the Companies Act, 2013
 and Rule 20 of the Companies (Management and Administration) Amendment
 Rules, 2015. The instructions for e-voting are provided in the Notice.
 
 Infosys Science Foundation
 
 The Infosys Science Foundation (ISF), a not-for-profit trust, was set
 up in 2009 by Infosys, its founders and a few of its management, to
 promote research in the sciences. The Infosys Prize, instituted by the
 ISF, recognizes exemplary research by scholars and scientists connected
 to India. It hopes to inspire young Indians to choose a vocation in
 scientific research.
 
 The prize categories and the names of the winners of the Infosys Prize
 2014 are as follows :
 
 Category                       Winners
 
 Engineering and            Prof. Jayant Haritsa
 Computer Science           Indian Institute of Sdence India
 
 Humanities                 Prof. Shamnad Basheer
                            Increasing Diversity by 
                            Increasing Access / SpicyIP India
 Life Sciences              Prof.Shubha Tole
 
                            Tata Institute of Fundamental 
                            Research, India
 Mathematical               Prof. Madhu Sudan
 
 Sciences                   Massachusetts Institute of
                            Technology / Microsoft, U.S.
 
 Physical Sciences          Dr. Srivari Chandrasekhar
 
                            Council of Scientific and Industrial 
                            Research — Indian Institute of 
                            Chemical Technology, India
 Social Sciences            Prof. Esther Duflo
                            Massachusetts Institute of Technology/ 
                            Abdul Latif Jameel Poverty Action Lab, U.S.
 
 The Infosys Prize 2014 presentation ceremony was held in Kolkata at Taj
 Bengal on January 5, 2015. The President of India, Pranab Mukherjee,
 congratulated the winners and sent a video address that was played at
 the ceremony. The Chief Guest, Nobel Laureate economist, Prof.  Amartya
 Sen, felicitated the laureates in the six categories with a 22 karat
 gold medal, a citation and a prize purse of Rs. 65 lakh, tax-free in
 India.  The prize money was increased from Rs. 55 lakh to Rs. 65 lakh this
 year.  ISF also hosts the Infosys Science Foundation lectures
 (nationwide public talks by jurors and laureates of the Infosys Prize
 on their work), school events and contests in the hope of capturing the
 attention and imagination of the youth. In keeping with its mission of
 popularizing science in India, the ISF instituted a new program,
 Gnanadeepa, to train middle-school mathematics and science teachers
 from rural areas. Held at Infosys, Mysuru, the pilot initially targeted
 500 government school teachers in Karnataka and was attended by over
 630 participants from all 34 educational districts in the state. For
 more details on the activities and the trustees of the Infosys Science
 Foundation, visit our website, www.infosys-science-foundation.com.
 
 Acknowledgments
 
 We thank our customers, vendors, investors and bankers for their
 continued support during the year. We place on record our appreciation
 of the contribution made by our employees at all levels. Our consistent
 growth was made possible by their hard work, solidarity, cooperation
 and support.  We thank the governments of various countries where we
 have our operations. We also thank the Government of India,
 particularly the Ministry of Communication and Information Technology,
 the Ministry of Commerce, the Ministry of Finance, the Ministry of
 Corporate Affairs, the Customs and Excise Departments, the Income Tax
 Department, the Reserve Bank of India, the State Governments, the
 Software Technology Parks (STPs) / Special Economic Zones (SEZs) -
 Bengaluru, Bhubaneswar, Chandigarh, Chennai, Gurgaon, Hyderabad,
 Indore, Jaipur, Mangaluru, Mysuru, Nagpur, Noida, Pune, and
 Thiruvananthapuram and other government agencies for their support, and
 look forward to their continued support in the future.
 
                    for and on behalf of the Board of Directors
 
 
                    K. V. Kamath     Dr.Vishal Sikka    R. Seshasayee
 
 Chennai                Chairman     Chief Executive 
                                         Officer and         Director
 April 24, 2015                    Managing Director
 
 
 
 
Source : Dion Global Solutions Limited
Quick Links for infosys
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.