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Infosys
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« Mar 11
Directors Report Year End : Mar '12
The are delighted to present the report on our business and operations
 for the year ended March 31st, 2012.
 
 1. Results of our operations
 
                                     in Rs crore, except per share data
 
                                                       2012         2011
 
 Income from software services and products          31,254       25,385
 
 Software development expenses                       17,835       14,267
 
 Gross profit                                        13,419       11,118
 
 Selling and marketing expenses                       1,453        1,219
 
 General and administration expenses                  1,905        1,485
 
 Operating Profit Before Interest,
 Depreciation, Taxes and Amortization
 (PBIDTA)                                            10,061        8,414
 
 Interest                                                 -            -
 
 Depreciation                                           794          740
 
 Operating profit before tax                          9,267        7,674
 
 Other income, net                                    1,829        1,147
 
 Net profit before tax and exceptional item          11,096        8,821
 
 Provision for taxation                               3,110        2,378 
 
 Net profit after tax and before
 exceptional item                                     7,986        6,443
 
 Dividend income, net of taxes (1)                      484            _
 
 Net profit after tax and after
 exceptional item                                     8,470        6,443
 
 Profit and Loss account balance brought
 forward                                             15,591       13,806
 
 Reserves on termination of Infosys
 Consulting Inc.                                        (84)           -
 
 Amount available for appropriation                  23,977       20,249
 
 Dividend
 
 Interim                                                862          574
 
 Special dividend (2)                                   574        1,722
 
 Final                                                1,263        1,149
 
 Total dividend                                       2,699        3,445
 
 Dividend tax                                           438          568
 
 Amount transferred to general reserve                  847          645
 
 Balance in Profit and Loss account                  19,993       15,591
 
 EPS before exceptional item (3)
 
 Basic                                               139.07       112.26
 
 Diluted                                             139.06       112.22 
 
 EPS after exceptional item (3)
 
 Basic                                               147.51       112.26
 
 Diluted                                             147.50       112.22
 
 Notes: 1 crore = 10 million
 
 (1) Dividend received of Rs 484 crore, net of taxes of Rs 94 crore from
 the wholly-owned subsidiary, Infosys Australia Pty. Limited.
 
 (2) 10 years of Infosys BPO operations for 2012 and 30th year special
 dividend for 2011.
 
 (3) Equity shares are at par value of Rs 5/- each.
 
 2. Business
 
 Our total income increased to Rs31,254 crore from Rs25,385 crore in the
 previous year, at a growth rate of 23.1%. Our software export revenues
 aggregated to Rs 30,514 crore, up by 23.1% from Rs 24,791 crore in the
 previous year. Out of the total revenue, 65.1% came from North America,
 21.2% from Europe, 2.3% from India and 11.4% from the Rest of the
 World.
 
 Our revenues from India have increased from Rs 594 crore to Rs 740 crore,
 with a growth rate of 24.6%. The share of the fixed-price component of
 the business was 41.1%, compared to 42.1% during the previous year.
 
 Our gross profit amounted to Rs 13,419 crore (42.9% of revenue) as
 against Rs 11,118 crore (43.8% of revenue) in the previous year.  The
 Profit Before Interest, Depreciation, Taxes and Amortization (PBIDTA)
 amounted to Rs 10,061 crore (32.2% of revenue) as against Rs 8,414 crore
 (33.2% of revenue) in the previous year. Sales and marketing costs were
 4.6% and 4.8% of our revenue for the years ended March 31, 2012 and
 March 31, 2011, respectively. General and administration expenses were
 6.1% and 5.8% of our revenues during the current year and previous
 year, respectively. The net profit after tax before exceptional item
 was Rs 7,986 crore (25.6% of revenue) as against Rs 6,443 crore (25.4% of
 revenue) in the previous year.  We seek long-term partnerships with our
 clients that will enhance their value while addressing their IT
 requirements. Our customer- centric approach has resulted in high
 levels of client satisfaction.  We derived 97.8% of our revenues from
 repeat business. We, along with our subsidiaries, added 172 new
 clients, including a substantial number of large global corporations.
 The total client base at the end of the year stood at 694. The client
 list for the current and previous years are as follows :
 
                                                            in Nos.
 
                                                    2012         2011
 
 Million-dollar clients                              399          366
 
 Five-million-dollar clients                         190          187
 
 Ten-million-dollar clients                          132          126
 
 Fifty-million-dollar clients                         40           28
 
 Hundred-million-dollar clients                       13           11
 
 During the year, we added 16.70 lakh sq. ft. of physical infrastructure
 space. The total available space now stands at 293.33 lakh sq. ft.  The
 number of marketing offices as at March 31, 2012 was 65 as compared to
 64 in the previous year.
 
 3. Subsidiaries
 
 We have nine subsidiaries : Infosys BPO Limited, Infosys Technologies
 (Australia) Pty. Limited, Infosys Technologies (China) Co. Limited,
 Infosys Consulting India Limited, Infosys Technologies S. de R. L.  de
 C. V, Infosys Technologies (Sweden) AB, Infosys Technologia do Brasil
 Ltda, Infosys Public Services Inc., and Infosys Technologies (Shanghai)
 Co. Limited. We have four step-down subsidiaries : Infosys BPO s.r.o.,
 Infosys BPO (Poland) Sp.Z.o.o, McCamish Systems LLC, and Portland Group
 Pty. Limited. To increase our client relevance and sustain industry
 leadership, we made organizational changes to the Company and as part
 of this re-organization we decided to integrate Infosys Consulting Inc.
 into Infosys Limited. Accordingly, on October 7, 2011, the Board of
 Directors of Infosys Consulting Inc., approved the termination and
 winding down of the entity, and entered into a scheme of amalgamation
 and initiated its merger with Infosys Limited. The termination of
 Infosys Consulting Inc.  became effective on January 12, 2012, in
 accordance with the Texas Business Organizations Code. Effective
 January 12, 2012, the assets and liabilities of Infosys Consulting
 Inc., have been transferred to Infosys Limited. Infosys Consulting
 India Limited (subsidiary of Infosys Consulting Inc.) is currently in
 the process of being merged into Infosys Limited. Further, Infosys BPO
 acquired 100% of the voting interest in Portland Group Pty. Limited, a
 strategic sourcing and category management services provider based in
 Australia for a cash consideration of Rs 199 crore. This acquisition was
 completed during January 2012.
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach the Directors'' report, Balance Sheet, and Profit and Loss
 account of our subsidiaries. The Ministry of Corporate Affairs,
 Government of India vide its Circular No. 2/2011 dated February 8,
 2011, has provided an exemption to companies from complying with
 Section 212, provided such companies publish the audited consolidated
 financial statements in the Annual Report. Accordingly, the Annual
 Report 2011-12 does not contain the financial statements of our
 subsidiaries. The audited annual accounts and related information of
 our subsidiaries, where applicable, will be made available on request.
 The same will be published on our website, www.infosys.com. These
 documents will also be available for inspection during business hours
 at our registered office in Bangalore, India.
 
 4. Products and platforms
 
 Our products and platforms are focused on innovation-led business
 growth for our clients. Our offerings leverage the latest technologies
 in cloud computing, mobility, big data, rich media and social to
 provide guaranteed business outcomes.
 
 Products
 
 Finacle
 
 Finacle™ from Infosys is a comprehensive, flexible and fully web-
 enabled solution that addresses the core, e-banking, mobile, CRM,
 wealth management, treasury, and Islamic banking requirements of
 universal, retail and corporate banks worldwide. Finacle™, our
 universal banking solution, partners with banks worldwide to transform
 products, processes and customer experience, arming them with
 ''accelerated innovation'' that is the key in building tomorrow''s
 bank. Other offerings include the Finacle Core Banking solution for
 regional rural banks; Finacle Digital Commerce solution, which enables
 next generation digital payments; Finacle Alerts solution, which alerts
 end-users on events recorded by diverse business systems; Finacle
 Advizor, which combines the convenience of human intervention with
 banking self-service channels through the interplay of video, audio and
 data communication; and Finacle WatchWiz, a comprehensive
 new-generation monitoring solution that allows banks to monitor,
 diagnose and resolve issues.
 
 Our professional services complement the solutions portfolio and
 includes consulting, package implementation, independent validation,
 migration, application development and maintenance, systems
 integration, software performance engineering and support.
 
 Today, Finacle™ is the choice of 154 banks across 75 countries and
 powers operations across 48,500 branches. Finacle™ enables its
 customer banks to serve 423 million accounts and 347 million consumers
 worldwide. Finacle™ is regarded as a leader in the core banking
 market space by industry analysts since many years. Today, 42% of the
 banks leveraging Finacle™ are among the Top 1000.
 
 Finacle™ is one of the most scalable core banking solutions in the
 world with an unparalleled performance benchmark of 104 million
 effective transactions per hour for channel (non-branch) transactions
 and 41 million effective transactions per hour for branch transactions.
 This year, Finacle™ also sets a new global performance benchmark for
 Finacle e-banking solution by effectively managing over half a million
 online transactions and supporting over 2.8 million web page visits,
 with over 33,000 concurrent users in 30 minutes.
 
 Our other product range includes:
 
 Flypp™ : This is a white-labeled app marketplace that helps our
 partners to actively engage with their consumers across digital
 channels.
 
 Infosys Customer Self-Service Energy Manager : This product helps
 utilities ensure customer delight through sustainable energy management
 and revitalized customer service.
 
 Infosys Health Benefit Exchange : This is a novel, transparent, and
 competitive insurance hub designed for individuals and small businesses
 to buy qualified plans.
 
 Infosys iTrans form - ICD-10 Migration Suite : This suite is designed to
 automate all stages of migration to ICD-10 and help organizations turn
 compliance into a competitive advantage.
 
 Infosys mConnect - Multi-Channel Mobile Middleware : This is a
 middleware that is designed to optimize user experience through its
 context-aware mobile multimode middleware across channels and
 platforms.
 
 Infosys Omni-Channel Personalization Engine : This engine that helps
 retailers foster consumer relationship by presenting personalized
 content across channels.
 
 Infosys Real-Time Expertise Manager : This system delivers customer
 delight by making every interaction effective and by providing instant
 access to expertise.
 
 Infosys Supply Chain Performance Management Suite : This analytical
 suite gives a 360-degree view of Supply-Demand service chain
 performance to drive collaborative decision-making.
 
 Infosys Trading Platform : This platform helps to strategically
 differentiate brokerage services and provide superior trading
 experience to customers.
 
 Infosys Transaction Reconciliation Platform : This comprehensive
 operations platform addresses end-to-end reconciliation needs of an
 enterprise.
 
 Platforms
 
 Our suite of business platforms, Infosys Edge™, is built around
 specific themes that provide significant opportunities to enterprises.
 We focus on delivering guaranteed business outcomes. We host, operate
 and manage these platforms on a subscription-based pricing model,
 providing our clients with rapid time-to-value. Our platforms include:
 Infosys Brand Edge™ : This simplifies digital marketing across the
 organization through a comprehensive cloud-based platform.
 
 Infosys Commerce Edge™ : This helps in driving multi-channel commerce
 by enhancing consumer experience, driving traffic and increasing order
 value.
 
 Infosys Credit Servicing Platform : This is an integrated credit
 servicing and asset management platform, for managing multiple loans
 and asset classes across the globe.
 
 Infosys IT Asset Performance Management Platform : This helps in
 maximizing return on IT asset investments by enhancing performance, and
 mitigating risks while optimizing costs.
 
 Infosys Social Edge™ : This helps in monetizing digital demand by
 harnessing the power of social media to deepen consumer and employee
 engagement.
 
 Infosys Source-to-Pay Platform : This helps enterprises realize rapid
 and sustainable savings across their source-to-pay lifecycle.
 
 Infosys Talent Edge™ : This enables enterprises to deepen employee
 engagement and simplify the entire hire-to-retire lifecycle of the
 human resource function.
 
 Infosys Trade Edge™ : This enables global companies to accelerate
 long-term growth and profitability in emerging markets.
 
 Infosys Wallet Edge™ : This enables a financial ecosystem of
 consumers, merchants, telecoms, banks, governments, and enterprises, to
 process payments.
 
 5. Quality
 
 We continue our journey of delivering value to our clients through
 significant investments in quality programs. We have adopted several
 external benchmarks and certifications. Infosys is certified under
 various standards to meet client demands and enhance value delivery.
 These include TL 9000-SV, ISO 9001, AS EN 9100, ISO 20000, BS25999,
 OHSAS 18001, ISO 14001, ISO 27001 and ISO 13485.  Infosys BPO has been
 certified for eSCM - SP v 2.0 Level 5, the eSourcing Capability Model
 for Service Providers developed by a consortium led by Carnegie Mellon
 University''s Information Technology Services Qualification Center. Our
 Australia and Shanghai centers have been assessed at SEI-CMMi Level 5.
 
 Our Quality department handles large change management initiatives to
 drive quality and productivity improvements across Infosys.  It is
 managed through the Balanced Scorecard and Infosys Scaling Outstanding
 Performance (iSOP) program adopted from the Malcolm Baldrige National
 Quality Award (MBNQA).
 
 We continue to fine-tune our ''Business Value Articulation''
 framework, which ensures alignment of our approaches to deliver value
 to our clients. Our ''Business Value Realization'' program is an
 initiative comprising frameworks, methodologies, processes and systems,
 to promote articulation and assurance of business value for various
 engagements.
 
 6. Infosys Labs
 
 As part of our strategic direction towards Infosys 3.0, Infosys Labs,
 our research and innovation arm, has been driving research across the
 ''Building Tomorrow''s Enterprise'' (BTE) mega trends that will
 transform the businesses of our clients. Inspired by the principle of
 ''Innovation Co-creation'', Infosys Labs has been strengthening its
 innovation ecosystem with clients, partners and industry consortia.
 Infosys Labs has also continued to focus on service differentiation and
 developing client-focused business solutions.
 
 Infosys Labs is organized as a global network of research labs and
 innovation hubs. Our research agenda is driven by our strategic vision
 of ''Building Tomorrow''s Enterprise'' and Business Value Realization.
 We have created a ''Center of Innovation for Tomorrow''s Enterprise'',
 which manages seven institutes pertaining to the seven themes of
 ''Building Tomorrow''s Enterprise''. We have identified large,
 multidisciplinary problem spaces that embody the challenges facing our
 clients and are creating technological solutions to solve these.  The
 Enterprise Technology Research group focuses on a number of topics
 including visualization, semantic technology, context aware systems and
 others. Our research also focuses on the software engineering and
 services innovation aspects.
 
 We believe that co-creation is the preferred mode of innovation.  We
 have set up innovation centers with a few clients, university partners,
 technology partners and industry research bodies.  We focus on creating
 affordable solutions for tomorrow''s enterprises.  Our research also
 helps in significantly enhancing productivity of our service offerings
 and helps create new services.
 
 This year, over 119 articles were published by Infosys Labs''
 researchers in leading journals, magazines and conference proceedings.
 Infosys Labs Briefings, our highly respected peer-reviewed journal
 published issues this fiscal year, in areas such as Modern Learning
 Technologies and Model-based Software Engineering.
 
 Infosys Labs collaborates with leading national and international
 universities such as the University of Southern California, University
 of Cambridge, Queensland University of Technology, University of
 Illinois at Urbana Champaign, Indian Institute of Technology, Bombay
 
 - Monash Research Academy, Purdue University, Indian Institute of
 Information Technology - Bangalore.
 
 This year, Infosys Labs'' Intellectual Property Cell filed 143 unique
 patent applications in the United States Patent and Trademark Office
 (USPTO), the Indian Patent Office and other jurisdictions.  The
 aggregate unique patent applications filed stand at 474 and are under
 various stages of processing. The total granted patents are 47.  Out of
 these, 46 have been granted in the U.S. and one in Luxembourg.
 
 7. Branding
 
 Brand Infosys is one of the most important intangible asset that we
 own. Our brand''s promise, ''Building Tomorrow''s Enterprise'',
 unveiled last year, is gaining rapid traction and momentum across
 markets.  We provide comprehensive business solutions that leverage
 technology and domain expertise to help our clients gain market
 differentiation and competitive advantage. Our group is well known by
 the brand, ''Infosys'' to all stakeholders and the general public.
 
 We believe the word, ''Technologies'' is restrictive for the kind of
 business we are pursuing today as a transformation partner for our
 global clients. We are also playing a larger role as a systems
 integrator by globally aligning with hardware, products and software
 players.  Considering this and to reflect our transition from a
 provider of technology services to being a transformation partner to
 our global clients, we changed our name, effective June 16, 2011, from
 ''Infosys Technologies Limited'' to ''Infosys Limited''. The name
 change was effected following approval by the Board, our shareholders
 and the Indian regulatory authorities.
 
 Our brand has been recognized by leading publications and independent
 industry bodies. We were :
 
 - Ranked the World''s Most Innovative Companies by Forbes and HOLT, a
 division of Credit Suisse
 
 - Ranked as one of the Most Admired Thought Leaders in a survey by TLG
 Communications and Globe Scan
 
 - Conferred Asia''s Most Preferred Brands award in the IT category at
 the Asian Leadership Awards, hosted by the Asian Confederation of
 Businesses and supported by Stars of the Industry Group
 
 - Ranked among the Greenest Brands for the third consecutive year, in a
 consumer survey conducted by Cohn & Wolfe, Esty Environmental Partners
 and Penn Schoen and Berland Associates
 
 - Rated by Global Industry Analysts as a Leader in key services and
 solutions across domains
 
 We were featured in case studies and articles by leading industry
 bodies. Forrester Research highlighted Infosys as a Gold Standard in
 Training and published a case study on our Continuous Education &
 Learning Programs in their report, The Importance Of Evaluating Your
 Vendor''s Training Capability: What You Need To Know, September 2011.
 For more details on the report and the award, visit www.infosys.com In
 India, Business Today rated us at No. 2 in the survey on ''Best
 Companies to Work For''. In the U.S., we were ranked fourth in this
 year''s Bliss Leap Award among top 50 U.S. companies designated by
 employees as the happiest places to work for.
 
 We continue to leverage social media platforms to engage with potential
 employees. This year, our Facebook fans crossed 1,45,000.  We promote
 our brand through targeted publications and at premier events around
 the world. In addition to a targeted advertising campaign in Forbes and
 Bloomberg Business Week this year, we maintained a leadership presence
 at premier industry events like Oracle® Open World and Sapphire.
 Confluence, our flagship client event held in the U.S. and Europe was
 well-attended and highly appreciated. We had a strong presence at the
 World Economic Forum 2012 held in Davos, Switzerland.
 
 8.  Awards and recognition
 
 In 2011-12, as in the years preceding, we earned a number of awards and
 honors from various industry bodies and media organizations across the
 globe. We were :
 
 - Positioned by Gartner in the leaders quadrant for Oracle application
 services across Europe
 
 - Winners of the 2011 Global Most Admired Knowledge Enterprises (MAKE)
 Award, becoming the first and only Indian company to win the award
 eight times
 
 - Ranked fourth in the 2011 Bliss Leap Awards, instituted by
 Career Bliss
 
 - Ranked first in all the four categories — Best IR website, Best
 Online Annual Report, Best Financial Disclosure and Best Corporate
 Governance Practices — at the 2011 IR Global Rankings in India
 
 - Recognized in the Institutional Investor magazine''s 2011 All-Asia
 Executive Team Rankings
 
 - Winners of the Platinum Award in The Asset Corporate 2010 Awards
 
 - Named a Leader in IT Infrastructure Outsourcing by Forrester
 
 - Adjudged India''s best company for corporate governance by the
 Asia money poll
 
 - Named India''s most respected company by Business World
 
 9.  Capital expenditure
 
 This year, we capitalized Rs 807 crore. This comprises Rs 245 crore for
 investment in computer equipment (includes computer equipment having
 gross book value of Rs10 crore transferred from Infosys Consulting Inc.,
 on its termination), Rs 17 crore in intellectual property rights, Rs 2
 crore on vehicles and the balance of Rs 543 crore on infrastructure
 investments. We invested Rs 158 crore to acquire 371 acres of land in
 Bangalore, Bhubaneswar, Mangalore, Nagpur and Indore.
 
 Last year, we added Rs 1,017 crore to our gross block excluding Rs 3
 crore which was due to movement of land from leasehold to freehold to
 our gross block. This comprised Rs 251 crore for investment in computer
 equipment. The balance of Rs 764 crore was due to infrastructure
 investments along with Rs 2 crore on vehicles. We invested Rs 225 crore
 to acquire 267 acres of land in Delhi, Bangalore and Mangalore.
 
 10.  Liquidity
 
 We continue to be debt-free and maintain sufficient cash to meet our
 strategic objectives. We clearly understand that the liquidity in the
 Balance Sheet has to balance between earning adequate returns and the
 need to cover financial and business risks. Liquidity also enables us
 to make a rapid shift in direction, should the market so demand. During
 fiscal 2012, internal cash flows have more than adequately covered
 working capital requirements, capital expenditure, investment in
 subsidiaries and dividend payments. As at March 31, 2012, we had liquid
 assets of Rs 19,898 crore as against Rs 15,284 crore at the previous
 year-end.
 
 These funds have been invested in deposits with banks, highly rated
 financial institutions, certificates of deposits and liquid mutual
 funds.
 
 11.  Increase in share capital
 
 During the year, we issued 78,442 shares on the exercise of stock
 options under the 1998 and 1999 Employee Stock Option Plans.  As a
 result of this, the outstanding issued, subscribed and paid-up equity
 shares increased from 57,41,51,559 to 57,42,30,001 shares as at March
 31, 2012.
 
 12.  Appropriations Dividend
 
 Our policy is to pay dividend of up to 30% of the consolidated net
 profit after tax of the Infosys group.
 
 In October 2011, we paid an interim dividend of Rs 15/- per share.  We
 recommended a final dividend of Rs 22/- per share and a special dividend
 of Rs 10/- per share on account of completion of 10 years of Infosys BPO
 operations (par value of Rs 5/- each), making in all Rs 47/- per share 
 as dividend for the year.
 
 The total dividend amount pay out is Rs 2,699 crore, as against Rs 3,445
 crore in the previous year. The dividend for the previous year includes
 the 30th year special dividend of Rs 30 per share amounting to Rs 1,722
 crore. Dividend (including dividend tax) excluding special dividend as
 a percentage of consolidated net profit after tax is 29.7% as compared
 to 29.3% in the previous year.
 
 The register of members and share transfer books will remain closed
 from May 26, 2012 to June 9, 2012 (both days inclusive). Our Annual
 General Meeting is scheduled to be held on June 9, 2012.
 
 Transfer to reserves
 
 We propose to transfer Rs 847 crore (10% of the net profit for the year)
 to the general reserve. An amount of Rs 19,993 crore is proposed to be
 retained in the Profit and Loss account.
 
 13.  Corporate governance
 
 We continue to be a pioneer in benchmarking 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 Credit Rating Information Services of
 India Limited (CRISIL). ICRA has rated our corporate governance
 practices at CGR 1. CRISIL has assigned CRISIL GVC Level 1 rating to
 us.
 
 We comply with the recommendations of the Narayana Murthy Committee on
 Corporate Governance constituted by the Securities and Exchange Board
 of India (SEBI). For fiscal year 2012, the compliance report is
 provided in the Corporate governance report section of the Annual
 Report. The auditors'' certificate on compliance with the mandatory
 recommendations of the committee is provided in the Annexure to the
 directors'' report section.
 
 We have documented our internal policies on corporate governance.  In
 line with the committee''s recommendations, the Management''s Discussion
 and Analysis of the financial position of the Company is provided in
 this Annual Report.
 
 During the year, we continued to fully comply with the U. S.
 Sarbanes-Oxley Act of 2002. Several aspects of the Act, such as the
 Whistleblower Policy and Code of Conduct and Ethics, have been
 incorporated in our Company policy
 
 14.  Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo
 
 The particulars as prescribed under Sub-section (1)(e) of Section 217
 of the Companies Act, 1956, read with the Companies (Disclosure of
 particulars in the report of the Board of Directors) Rules, 1988, are
 provided in the Annexure to the directors'' report section.
 
 15.  Particulars of employees
 
 In terms of the provisions of Section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 the names and other particulars of employees are set out in the
 Annexure to the directors'' report section. However, as per the
 provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the
 Annual Report excluding the aforesaid information is being sent to all
 the members of the Company and others entitled thereto. Any member
 interested in obtaining such particulars may write to the Company
 Secretary at the registered office of the Company. The same will also
 be published on our website, www.infosys.com
 
 16.  Directors'' responsibility statement as required under Section 217
 (2AA) of the Companies Act, 1956
 
 The financial statements are prepared in accordance with the accounting
 standards issued by the Institute of Chartered Accountants of India and
 the requirements of the Companies Act, 1956, to the extent applicable
 to us, and guidelines issued by SEBI on the historical cost convention
 as a going concern and on the accrual basis. There are no material
 departures from prescribed accounting standards in the adoption of the
 accounting standards.
 
 The Board of Directors accepts responsibility for the integrity and
 objectivity of these financial statements. The accounting policies used
 in the preparation of the financial statements have been consistently
 applied except as otherwise stated in the notes accompanying the
 respective tables. The estimates and judgments related to the financial
 statements have been made on a prudent and reasonable basis, in order
 that the financial statements reflect in a true and fair manner the
 form and substance of transactions, and reasonably present our state of
 affairs and profits for the year.
 
 We have taken sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956, to safeguard the assets of the Company and to prevent and
 detect fraud and other irregularities.
 
 17.  Directors
 
 During the year, the Board appointed K. V Kamath as the Chairman of the
 Board, S. Gopalakrishnan as the Executive Co-Chairman of the Board and
 S. D. Shibulal as the Chief Executive Officer and Managing Director.
 All of these appointments were effective August 21, 2011.  The Board
 inducted Ann M. Fudge, V Balakrishnan, B. G. Srinivas and Ashok Vemuri
 as Additional Directors. Further, the Board appointed V Balakrishnan,
 B. G. Srinivas and Ashok Vemuri as Whole-time Directors of the Company.
 We seek your support in confirming all of these appointments.
 
 As per Article 122 of the Articles of Association, S. Gopalakrishnan,
 K. V Kamath, David L. Boyles and Prof. Jeffrey S. Lehman retire by
 rotation in the forthcoming Annual General Meeting. All of them, being
 eligible, seek re-appointment.
 
 In accordance with the retirement policy for the Company''s Board, N. R.
 Narayana Murthy and Prof. Marti G. Subrahmanyam retired from the Board
 effective August 20, 2011 and August 23, 2011, respectively We place on
 record our deep sense of appreciation for the services rendered by N.
 R. Narayana Murthy and Prof. Marti G. Subrahmanyam during their tenure
 as Board members.
 
 The Board of Directors appointed N. R. Narayana Murthy as the Chairman
 Emeritus. This is in recognition of his founding the company.
 mentoring senior management and nurturing the organization over the
 last 30 years.
 
 18.  Auditors
 
 The auditors, B S R & Co., Chartered Accountants, retire at the ensuing
 Annual General Meeting and have confirmed their eligibility and
 willingness to accept office, if re-appointed.
 
 19.  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.
 
 20.  Human resources management
 
 Our employees are the most valuable assets of the Company.  We
 encourage innovation, meritocracy and the pursuit of excellence.  We
 have set up a scalable recruitment and human resources management
 process, which enables us to attract and retain high-caliber employees.
 We added 16,069 (net), excluding employee transfers of 711 from Infosys
 Consulting Inc. as a part of its termination, and 33,201 (gross)
 employees this year, taking our total strength to 1,24,789 from
 1,08,009 at the end of the previous year. The Infosys group added
 19,174 (net) and 45,605 (gross) employees this year, taking the total
 strength to 1,49,994 from 1,30,820 at the end of the previous year. Our
 attrition rate stands at 14.7% compared to 17.0% for the previous year.
 Over the last year, we received 6,22,971 applications from prospective
 employees and we continue to remain an employer of choice in the
 industry.
 
 21.  Education & Research
 
 We continue to make significant investments in the learning and
 development of our employees. This has become even more important given
 the pace at which things change in our industry. We introduced programs
 in new technology areas such as Cloud Programming and Mobile
 Application Development, last year. We enhanced our continuous
 education programs with a new framework that provides more learning
 flexibility to our employees. We also launched our collaboration with
 international business schools for the co-creation and co-delivery of
 business programs.
 
 During the financial year, the total training provided for Infoscions
 was over 1.6 million person days. Many of our employees also took
 external certifications creating a large pool of certified people.
 
 Our flagship industry-academia partnership program, Campus Connect,
 made significant progress through the launch of electives to help
 engineering colleges run new programs within their curricula. This has
 been very well received by the academia.  During the financial year, we
 engaged with 1,500 faculty members who in turn trained 35,000 students.
 With this, the total number of beneficiaries covered are over 7,200
 faculty members and 1,53,000 students from 474 engineering
 institutions.
 
 SPARK is an Infosys program that exposes students in schools and
 colleges to the current opportunities and developments in IT and raises
 their aspirations. As part of this program, we engaged with over
 1,30,000 students during the financial year. From its launch in 2008,
 the program has reached out to over 5,00,000 students. Over 23,000
 students participated in Aspirations 2020, the coding contest we
 conduct for engineering students.
 
 Our knowledge management system set a new record by winning the Global
 Most Acknowledged Knowledge Enterprise (MAKE) award for the eighth
 time. We were also awarded the Corporate University (CorpU) Xchange
 Award 2011 for Campus Connect.
 
 Our researchers demonstrated their thought leadership in several areas
 through their publications at global conferences and through
 contributions to book chapters and publications.
 
 22.  Infosys Leadership Institute
 
 The Infosys Leadership Institute (ILI) was established with the aim of
 developing world-class corporate leaders. The institute identifies
 potential candidates and supports the development required to take on
 key leadership positions within the Company. The institute aims to be a
 globally recognized institution that remains relevant to Infosys while
 advancing the field with original thought leadership.
 
 Over the last year, ILI has engaged in several activities to grow our
 high potential ''Tier leaders''. ILI deployed the ''Leadership
 Journey Series'' of assessments and conducted coaching sessions to
 help leaders with their personal development plans. It also developed
 structured road maps guiding development around the seven key Infosys
 leadership dimensions, as well as initiatives such as Leading Value
 Creation. Tier leaders were offered internationally renowned programs
 on ethical influence and charismatic leadership from globally
 recognized experts.
 
 In 2011-12, ILI showcased thought leadership through collaborations
 with leading researchers across the globe. Our blogs in Leaderati and
 Forbes.com received an unprecedented number of hits. Our team members
 participated in over 27 conference presentations, publications and
 keynote presentations.
 
 23.  Sustainability initiatives
 
 Sustainability at Infosys has not been limited to the idea of
 sustainable consumption alone. For us, sustainability has been at the
 core of our business since inception. Our business philosophy -
 Predictability, Sustainability, Profitability, and De-risking (PSPD) -
 has been the underlying and overarching aspect of every business
 decision that we have made over the past three decades. Our core values
 and ethics are the bedrock of our sustainability practices.
 Sustainability themes and actions are inextricably intertwined in our
 everyday business practices. Sustainability actions at Infosys rest on
 three pillars viz., Social contract, Resource intensity and Green
 innovation.
 
 A detailed report on our sustainability initiatives and actions is
 published in the Infosys Sustainability Report 2011-12. For more
 details, visit www.infosys.com
 
 Today, enterprises have to honor the expectations of an extended set of
 stakeholders which includes local communities, social organizations and
 society in general. The following are some of the significant
 initiatives that were taken up during the year :
 
 Parishudh : This program focused on improving health and hygiene
 measures in rural India. It was rolled out in Gulbarga, Bidar, Raichur
 and Yadgir districts of Karnataka. As part of this program, the Infosys
 Foundation built over 10,000 toilets in villages at a cost of Rs10
 crore.  Campus Connect : This program was set up to improve the
 employability of engineering students. Over 7,200 faculty members and
 1,53,000 students were trained through the program. The program has
 contributed to the World Economic Forum 2011 report, Talent Mobility
 Good Practices.
 
 SPARK : Launched in 2008, this day-long program is aimed at raising the
 aspirations of children across the country. The SPARK portfolio
 includes three programs, Rural Reach Program (RRP), Catch Them Young
 (CTY) and Spark Guru. RRP encourages children in class five to seven
 from rural schools to pursue science and mathematics.  CTY identifies
 bright youngsters from urban schools for a two-week exclusive IT
 training program at Infosys during their school holidays.  Spark Guru
 helps in competency building of school teachers from government and
 government aided schools. This year, SPARK touched the lives of
 3,97,819 students and faculty members.
 
 Beneficiaries                                     in Nos.
 
 Girl students                                   1,85,533
 
 Rural students                                  2,66,905
 
 Faculty enabled                                    8,650
 
 Employee volunteers                               10,577
 
 Total                                           3,97,819
 
 Infosys employee volunteers : We have built an ecosystem primarily
 driven by leadership, where employees contribute their personal time
 and money to projects of their choice. Many of our employee- driven
 volunteer programs have reached out to a large number of beneficiaries.
 A few significant initiatives that were taken up during the year are :
 
 Notebook Drive 2011-12 : This initiative is aimed at providing
 stationery items to students of government schools and children from
 less privileged backgrounds in India.
 
 Green Connect : This is our employee volunteer eco-group at Bangalore.
 It provides a platform for employees to initiate and engage in
 activities related to climate change, the ecological balance of our
 planet and become responsible citizens. The group has over 2,000 active
 volunteers.
 
 Resource intensity is about finding transformational ways to
 de-intensify and achieve the same or better outcome using far lesser
 resources. Since four years, the Green Infrastructure team has made
 great strides in supporting sustainability at Infosys. By optimizing
 design, technology and innovation we have significantly decreased our
 energy and water consumption rates across all campuses. We have reduced
 our per capita energy consumption by 32% in this year compared to
 fiscal 2008 when we started our sustainability journey.  Our goal now
 is to be carbon neutral by 2018.
 
 24.  Employee Stock Option Plan (ESOP)
 
 We had introduced various stock option plans for our employees. The
 details of options granted under the 1998 Stock Option Plan (the 1998
 Plan) and the 1999 Stock Option Plan (the 1999 Plan) are as follows :
 
                                     1998 Plan          1999 Plan
 
 Total grants authorized by
 the plan (No.)                      1,17,60,000 ADS    5,28,00,000 
                                                        shares 
 Pricing formula on date of 
 grant                               Not less than
                                     90% of
                                     fair market
                                     value              Fair market 
                                                        value
 
 Variation in terms                  NA                 NA
 
 Ratio of ADS to equity shares       1 ADS = 1 
                                     equity share       NA
 
 Options granted during the 
 year (No.)                              -                 -
 
 Weighted average price per 
 option granted (Rs )                NA                 NA
 
 Options vested as at
 March 31, 2012 (No.)                    -              7,429
 
 Options exercised during 
 the year (No.)                      49,590             28,852
 
 Total number of shares 
 arising as a result of
 exercise of options                 49,590             28,852
 
 Money raised on exercise 
 of options (Rs crore)                 3.72               1.86
 
 Options forfeited and 
 lapsed during the year (No.)           480              8,185
 
 Total number of options in
 force at the end of the 
 year (No.)                              -              11,683
 
 Grant to senior management              -                 -
 
 Employees receiving 5% 
 or more of the total number 
 of options granted during 
 the year                                -                 -
 
 Employees granted options 
 equal to or exceeding 
 1% of the issued capital                -                 - 
 
 Diluted EPS on issue of 
 shares on exercise 
 calculated in
 accordance with AS 20
 (Before exceptional items)          139.06             139.06 
 
 Diluted EPS on issue of shares
 on exercise calculated in 
 accordance with AS 20
 (After exceptional items)           147.50             147.50
 
 SEBI has issued the Employee Stock Option Scheme and Employee Stock
 Purchase Scheme Guidelines, 1999. This is effective for all stock
 option schemes established after June 19, 1999. In accordance with
 these guidelines, the excess of the market price of the underlying
 equity shares as of the date of the grant over the exercise price of
 the option, including up-front payments, if any, is to be recognized
 and amortized on a straight line basis over the vesting period.
 
 We have the 1998 Stock Option Plan and 1999 Stock Option Plan, where
 the options are issued to the employees at an exercise price not less
 than the fair market value.
 
 For fiscal 2012 and 2011 there was no stock compensation cost.  During
 fiscal 2012 and 2011, stock options under the 1998 Plan and 1999 Plan
 have not been granted. Hence, the weighted average fair values of grant
 during these years are nil.
 
 All stock options under the 1998 and 1999 Employees Stock Option Plans
 were granted at the prevalent market price on the date of grant.
 Accordingly, we have calculated the compensation cost arising on
 account of stock options granted using the intrinsic value method.
 Hence, the disclosure in terms of Clause 12.1 (n) of SEBI (Employees
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999, is not applicable.
 
                                        2012                 2011
                                 No. of
                                 options    Weighted 
                                            average   No. of 
                                                      options  Weighted
                                                               average 
                                            exercise 
                                            price 
                                            (Rs)               exercise
                                                               price
                                                                (Rs)
 1998 Plan
 
 Outstanding at the 
 beginning of the year           50,070        683    2,42,264     613
 
 Forfeited                         (480)       862      (3,519)    722
 
 Exercised                      (49,590)       734   (1,88,675)    600
 
 Outstanding at the end 
 of the year                        Nil          -      50,070     683
 
 Vested at the end of the year      Nil          _      50,070     683
 
 1999 Plan
 
 Outstanding at the 
 beginning of the year           48,720        962    2,04,464     869
 
 Forfeited                       (8,185)       430     (18,052)    964
 
 Exercised                      (28,852)       643   (1,37,692)    823 
 
 Outstanding at the end of
 the year                        11,683      2,121      48,720     962
 
 Vested at the end of the year    7,429      2,121      40,232     717
 
 Restricted Stock Unit (RS U) Plan
 
 During the year, we sought the approval of our shareholders, through a
 postal ballot, to implement a Restricted Stock Unit (RSU) Plan.  The
 RSU Plan permits the grant of Restricted Stock Units, to certain
 eligible employees of the Company. The purpose of the RSU Plan is to
 motivate key employees and encourage them to align their individual
 aspiration with the objectives of the Company. We have not yet issued
 any units under the plan.
 
 25.  Infosys Science Foundation
 
 The Infosys Science Foundation, a not-for-profit trust was set up to
 promote research in pure and applied sciences. The Infosys Prize
 instituted by the foundation endeavors to elevate the prestige of
 scientific research in India and inspire young Indians to choose a
 vocation in scientific research. The prize is given annually to honor
 outstanding achievements of contemporary researchers and scientists
 across five categories :
 
 Category                   Areas of accomplishment
 
 Physical Sciences          Physics, Chemistry and Earth Sciences
 
 Mathematical Sciences      Mathematics and Statistics
 
 Engineering and Computer   All branches of Engineering 
 Science
 
 Life Sciences              Biology, Medicine and Plant Science
 
 Social Sciences and        History, Sociology, Anthropology,
 Economics                  Political Science, Economics and
                            International Relations
 
 The Infosys Prize 2011 presentation was held in Bangalore on January 9,
 2012. Dr. A. P J. Abdul Kalam, former President of India, felicitated
 the laureates with a 22 karat gold medallion, a citation and a cash
 grant of Rs 50 lakh, each.
 
 Expanding the scope of the awards, a sixth category has been introduced
 for the Infosys Prize 2012. The new category, Humanities, will cover
 Philosophy, History, Archeology, Linguistics and Literary Studies.
 
 For more details about the Infosys Science Foundation, visit
 www.infosys-science-foundation.com
 
 26.  Infosys Foundation
 
 We established Infosys Foundation in 1996, as a not-for-profit trust to
 support our social initiatives. The Foundation supports programs and
 organizations devoted to the cause of the destitute, the rural poor,
 the mentally challenged, and the economically disadvantaged sections of
 the society. The Foundation also helps in the promotion of arts and
 culture. The Infosys USA Foundation has committed a grant of US
 0,000 for the New York City (NYC) Science Education Initiative of
 the New York Academy of Sciences (NYAS). The program is developed in
 association with the New York City Department of Youth and Community
 Development (DYCD) to train and mentor students of underserved
 communities of New York and Citizen Schools of New Jersey in Science,
 Technology, Engineering and Math (STEM).  We have also worked with the
 Wayne County Community College District (WCCCD) to offer our
 world-renowned software development training program to grow Detroit''s
 technology talent pool.
 
 A summary ofthe work done by the Foundation is provided in the
 Additional information section in the Annual Report published on our
 website, www.infosys.com. On your behalf, we express our gratitude to
 the honorary trustees of the Foundation for sparing their valuable time
 and energy for its activities.
 
 27.  Green initiatives
 
 During the previous fiscal, we started a sustainability initiative with
 the aim of going green and minimizing our impact on the environment.
 Like last year, this year too we are publishing only the statutory
 disclosures in the print version of the Annual Report along with the
 Abridged standalone financial statements prepared in compliance with
 the Section 219 of the Companies Act, 1956 and Clause 32 of the Listing
 Agreement. Additional details are available on our website,
 www.infosys.com.
 
 28.  Business responsibility report
 
 The Securities Exchange Board of India (SEBI), vide its press release
 dated November 24, 2011, had proposed that listed entities should
 submit Business Responsibility Reports as a part of their Annual
 Reports. According to the proposal, the report should describe measures
 taken by the listed companies along with key principles enunciated in
 the ''National Voluntary Guidelines on Social, Environmental and
 Economic Responsibilities of Business'' framed by the Ministry of
 Corporate Affairs (MCA). This is intended to be adopted by companies in
 India to report their CSR activities and initiatives. We have always
 been at the forefront of voluntary disclosures to ensure transparent
 reporting on all matters related to our Company''s governance and
 business operations. We have decided to publish our first Business
 Responsibility Report this year based on SEBI''s proposal. The report
 covers our philosophy on corporate social responsibility, initiatives
 and activities taken up as part of this philosophy for the year
 2011-12. The Infosys Business Responsibility report will be available
 on our website, www.infosys.com. We also publish the Infosys
 Sustainability Report annually. Our report follows the Global Reporting
 Initiative (GRI) framework. This is a comprehensive report that covers
 all aspects of our sustainability activities pertaining to our social
 contract, resource intensity and green innovation. The report is
 audited by an external auditor, Det Norske Veritas AS (DNV). We have
 been consistently receiving an A  rating from GRI and DNV for our
 Sustainability Reports. For more details on the Infosys Sustainability
 Reports, visit www.infosys.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 Customs and Excise Departments,
 the Income Tax Department, the Reserve Bank of India, the state
 governments, the Software Technology Parks (STPs) - Bangalore,
 Bhubaneswar, Chandigarh, Chennai, Gurgaon, Hyderabad, Jaipur,
 Mangalore, Mysore, 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
 
 
                  S. D. Shibulal                S. Gopalakrishnan
 
 Bangalore        Chief Executive Officer and   Executive Co-Chairman
 
 April 13, 2012   Managing Director             of the Board
Source : Dion Global Solutions Limited
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