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
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
administration expenses 2,961 2,686 3,668 3,323
Operating profit before
depreciation 13,962 12,527 14,871 13,381
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
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
on consolidation of
trust - 13 21 13
Reserves on transfer
of assets and
liabilities of Infosys
Limited - 6 - -
consolidation of trust - 50 - -
trust (2) (42) - - -
for appropriation 42,514 35,646 43,846 36,710
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
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
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
(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
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
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
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
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.
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.
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
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
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.
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
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.
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 %
(in Rs. crore) 2,54,771 1,88,510 35.1
ratio (1) 20.5 17.6 16.5
in the market price
of the shares in
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
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.
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.
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
- Financial Services
- 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
- Infosys BPO
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 :
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
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
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
- 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
- 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
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
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 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.
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.
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.
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
- 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
- Infosys BPO received an ASTD Excellence in Practice in Coaching and
- 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.
- 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
- 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.
- 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.
- 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.
- 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
- The Indo-American Chamber of Commerce recognized Infosys for
''Excellence in Innovation'' and ''Excellence in Environment, Health
- 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
- 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.
- 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
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
- 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
On a standalone basis, the attrition rate for fiscal 2015 stands at
18.9% compared to 18.7% for the previous year.
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
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
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.
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,
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.
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.
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.
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
None of the independent directors will retire at the ensuing Annual
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
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
- 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
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
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.
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
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
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
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
Details about the CSR policy and initiatives taken by the Company on
Corporate Social Responsibility during the year is available on our
policies.aspx. The annual report on our CSR activities is appended as
Annexure 8 to the Board''s report.
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.
Our sustainability charter is driven by our core values and ethics.
Our sustainability actions encompass economic, social and environmental
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
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
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
The prize categories and the names of the winners of the Infosys Prize
2014 are as follows :
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
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.
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