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Infosys Technologies Directors Report, Infosys Reports by Directors

Infosys Technologies

BSE: 500209  |  NSE: INFOSYSTCH  |  ISIN: INE009A01021  |  Computers - Software

Explore Infosys connections « Mar 07
Directors Report Year End : Mar '08
The are delighted to present the report on our business and operations
 for the year ended March 31, 2008.
 
 1.  Results of operations         in Rs. crore, except per share data
                                                         2008     2007
 
 Income from software services and products            15,648    13,149
 Software development expenses                          8,876     7,278
 Gross profit                                           6,772     5,871
 Selling and marketing expenses                           730       719
 General and administration expenses                    1,079       927
 Operating profit before interest and depreciation      4,963     4,225
 Interest                                                   -         -
 Depreciation                                             546       469
 Operating profit before tax and exceptional items      4,417     3,756
 Other income, net                                        683       375
 Provision for investments                                  -         2
 Net profit before tax and exceptional items            5,100     4,129
 Provision for taxation™                                  630       352
 Net profit after tax and before exceptional items      4,470     3,777
 Income on sale of investments, net of taxes                -         6
 Net profit after tax and exceptional items             4,470     3,783
 Profit & loss account balance brought forward          4,844     2,195
 Less: Residual dividend paid                               -         4
 Dividend tax on the above                                  -         1
 Amount available for appropriation                     9,314     5,973
 Dividend
 Interim                                                  343       278
 Final                                                    415       371
 Special dividend                                       1,144         -
 Total dividend                                         1,902       649
 Dividend tax                                             323       102
 Amount transferred to general reserve                    447       378
 Balance in profit and loss account                     6,642     4,844
 EPS(2) before exceptional items
 Basic                                                  78.24     67.82
 Diluted                                                77.98     66.33
 EPS(2)after exceptional items
 Basic                                                  78.24     67.93
 Diluted                                                77.98     66.44
 
 Note: 1 crore equals 10 million
 
 (1) Includes tax reversal ojRs. 121 crore and Rs. 125 cwre for fiscal
 2008 and 2007 respectively
 
 (2) Equity shares are ojpar value of Rs. 5/- each
 
 2.  Business
 
 Total income increased to Rs. 15,648 crore from Rs. 13,149 crore in the
 previous year, at a growth rate of 19%. Our software export revenues
 aggregated Rs. 15,429 crore, up by 19% from Rs. 12,935 crore in the
 previous year. Of these, 63.1% of the revenues came from Nonh America,
 26.9% from Europe, and 8.6% from the rest of the world. The revenue
 from Europe increased from Rs. 3,393 crore to Rs. 4,207 crore, with a
 growth rate of 24% which is higher than the other regions. The share of
 fixed-price component of the business was 33%, compared to 28% during
 the previous year. Blended revenue productivity, in dollar terms,
 increased by 5.3% during the year.  The gross profit amounted to Rs.
 6,772 crore (43.3% of revenue) as against Rs. 5,871 crore (44.6% of
 revenue) in the previous year.  The onsite revenues decreased from
 51.7% in the previous year to 50.9%. The onsite person-months comprised
 29.8% of the total billed efforts, compared to 30.1% during the
 previous year. The operating profit amounted to Rs. 4,963 crore (31.7%
 of revenue) as against Rs.  4,225 crore (32.1% of revenue) in the
 previous year. Sales and marketing costs were 4.7% and 5.5% of our
 revenue during the year ended March 31,2008 and 2007. General and
 administration expenses decreased from 7% in the previous year to 6.9%.
 We continue to reap the benefits of economies of scale. The net profit
 after tax and exceptional item was Rs. 4,470 crore (28.6% of revenue)
 as against Rs. 3,783 crore (28.8% of revenue) in the previous year. The
 net profit for the year included a tax reversal of Rs. 121 crore
 (previous year Rs. 125 crore).  The tax provisions were reversed as it
 was no longer required in various overseas jurisdictions.
 
 We seek long-term partnerships with clients while addressing their
 various IT requirements. Our customer-centric approach has resulted in
 high levels of client satisfaction. We derived 97% of our revenues from
 repeat business (i.e. a client who also contributed to revenues during
 the previous fiscal year). We added 170 new clients, with a substantial
 number of large global corporations. The total client base at the end
 of the year stood at 538. Further, we have 310 million-dollar clients
 (275 in the previous year), 141 five-million-dollar clients (107), 89
 ten-million-dollar clients (71), 18 fifty-million-dollar clients (12),
 and 6 hundred-million-dollar clients (3). During the year, one of our
 clients contributed more than 0 million of revenues.  We added 45.12
 lakh sq. ft. of physical infrastructure space. The total available
 space now stands at 164.77 lakh sq. ft. The number of marketing offices
 as of March 31, 2008 was 47.
 
 3. Subsidiaries
 
 We have five subsidiaries: Infosys BPO Limited, Infosys Technologies
 (Australia) Pty. Limited, Infosys Technologies (China) Company Limited,
 Infosys Consulting, Inc. and Infosys Technologies S. de R. L. de C. V
 and five step-down subsidiaries: Infosys BPO S.R.O., Pan Financial
 Shared Services India Private Limited, P-Financial Services Holdings B.
 V, Infosys BPO (Poland) Sp. Z.o.o, and Infosys BPO (Thailand) Limited.
 
 Infosys BPO Limited (IBPO)
 
 Infosys BPO Limited (formerly Progeon Limited) was incorporated in
 April 2002, in India, to address opportunities in business process
 management. As of March 31, 2008, we hold 99.98% of the equity share
 capital and voting power of Infosys BPO. During the year, Infosys BPO
 serviced 72 clients, added 5 clients, and generated Rs. 937 crore in
 consolidated revenue,withanet profit ofRs. 153crore.  The employee
 strength as on March 31, 2008 was 16,295. Our total investment in
 Infosys BPO as of March 31, 2008 was Rs. 659 crore.  During the year,
 IBPO concluded a sale and purchase agreement with Koninklijke Philips
 Electronics N.V. (Philips) by means of which it made a 100% investment
 in the share capital amounting Rs. 107 crore in P-Financial Services
 Holding B.V., the Netherlands entity (Holding Company). This
 acquisition will help IBPO in acquiring domain skill sets in the
 finance and administration space, as well as enhance its global
 presence with centers in Thailand and Poland.
 
 Infosys Technologies (Australia) Pty. Limited In January 2004, we
 acquired, for cash, 100% of the equity in Expert Information Services
 Pty. Limited, Australia, for US .3 million (Rs. 66 crore). The
 acquired company was renamed Infosys Technologies (Australia) Pty.
 Limited. During the year, Infosys Technologies (Australia) Pty. Limited
 serviced 49 clients and generated Rs. 556 crore in revenue, with a net
 profit of Rs. 101 crore. The employee strength as on March 31, 2008 was
 363,
 
 Infosys Technologies (China) Company Limited Infosys Technologies
 (China) Company Limited (Infosys China) is a wholly-owned subsidiary
 and was formed to expand our business operations in China. We have
 invested US  million (Rs. 46 crore) of capital in Infosys China and
 advanced a loan of US  million (Rs. 32 crore) as of March 31,2008.
 During the year, Infosys China serviced 59 clients, and generated a
 revenue of Rs. 77 crore, with a net loss of Rs. 7 crore. The employee
 strength as on March 31, 2008 was 699.
 
 Infosys Consulting, Inc.
 
 In April 2004, we established Infosys Consulting, Inc., a wholly-owned
 subsidiary, in Texas, U.S., to add high-end consulting capabilities to
 our Global Delivery Model. The Board had approved an investment of up
 to US  million in the share capital of Infosys Consulting, Inc. We
 have invested US  million (Rs. 171 crore) as of March 31,2008.
 During the year, Infosys Consulting serviced 90 clients, and generated
 a revenue of Rs. 246 crore, with a net loss of Rs. 51 crore. The
 employee strength as on March 31, 2008 was 265.
 
 Infosys Technologies S. de R. L. de C. V.
 
 During the year, we established our first Latin American subsidiary,
 and opened a development center and office for the region in Monterrey,
 Mexico. The subsidiary, Infosys Technologies S. de R. L. de C. V,
 provides our complete range of business consulting and information
 technology services for clients in ail industries including banking,
 financial services, retail, consumer packaged goods, resource, energy
 and utilities. The center provides key offerings in business process
 outsourcing, infrastructure management and packaged solutions
 implementation. The Board has approved an investment of up to Mexican
 Pesos 59.9 million. During the year, Infosys Mexico serviced six
 clients, and generated a revenue of Rs. 3 crore, with a net loss of Rs.
 7 crore. The employee strength as on March 31, 2008 was 75. Our
 investment in the subsidiary as of March 31, 2008 was Rs. 22 crore.
 
 4.  Finacle
 
 Finacle, our universal banking solution, helps banks win in the flat
 world by enabling them to shift their strategic and operational
 priorities.  It maximizes their opportunities for growth while
 minimizing the risks that come with large-scale business
 transformation. This modular solution addresses the core banking,
 treasury, wealth management, consumer and corporate e-banking, mobile
 banking and web-based cash management requirements of universal, retail
 and corporate banks worldwide. We recently released Finacle® version
 10, which brings a whole new set of offerings including Islamic
 banking, wealth management and enhanced mobile banking solutions.
 Finacle® currently powers 109 banks across 60 countries, helping them
 serve over 20,000 branches, 160 million customers, 230 million
 accounts, and 1,50,000 concurrent users, supporting over 69 million
 peak banking transactions per day spread across multiple installations.
 Independent reports by renowned research firms have positioned Finacle®
 among the leaders in the global evaluation of retail core banking
 solution vendors. Finacle® has also emerged as one of the most scalable
 core banking solutions in the world by achieving an unparalleled
 performance benchmark of 104 million effective transactions per hour
 (29,010 ETPS).
 
 5.  Quality
 
 We continue to invest and reap benefits through quality initiatives.
 In August 2007, Infosys China was appraised at Level 5 of the latest
 CMMI model, vl.2. It is the first company in China to hold this
 certification.
 
 Apart from continued focus and surveillance audits in ISO
 certifications such as ISO 9001-TickIT, ISO 27000, AS 9100, etc., our
 quality department manages key process improvement initiatives. Our
 quality initiatives are aligned to business goals of units through the
 balanced scorecard approach.
 
 Some of the key process improvement initiatives are:
 
 * 1PM+, an integrated project management suite, to improve project and
 program management
 
 * Enhanced focus on tools and reuse to improve productivity
 
 * BrITe (Businessfesults impact @ Infosys Technologies), an innovative
 methodology that uniquely blends IT-specific Six Sigma approach with
 statistical predictive modeling and Lean principles to address diverse
 business critical parameters. We have a trademark for this improvement
 methodology.
 
 * The iSOP (Infosys Scaling Outstanding Performance) program to
 evaluate and identify improvements in units using the Baldrige model
 
 * Metrics-based models to evaluate quality of object-oriented design
 
 * PRIMA awards, a quarterly recognition program for execution
 excellence. The PRIMA framework has helped to manage and improve
 excellence.
 
 6.  Software Engineering and Technology Labs
 
 The Software Engineering and Technology Labs (SETLabs) at Infosys is
 the center for applied technology research in software engineering and
 enterprise technology. SETLabs leverages emerging technologies for
 improving engineering effectiveness and developing client-focused
 business solutions. During the year, SETLabs built several solutions,
 frameworks, tools and methodologies in the areas of software
 engineering, high performance and grid computing, convergence
 technologies, information management, Web 2.0 and knowledge
 engineering.  During the year, more than 100 articles were published by
 SETLabs researchers in leadingjournals, magazines and conference
 proceedings.  SETLabs Briefings published three industry-specific
 issues related to insurance, banking and capital markets, and energy
 verticals, in addition to its regular issues. A special issue on
 testing was also published. SETLabs conducted 24 Innovation Workshops
 with customers from the US and Australia, to identify research
 collaboration possibilities. SETLabs collaborated with leading national
 and international universities such as the Indian Institute of
 Information Technology, Hyderabad, Purdue University, University of
 Southern California, and Queensland University of Technology.
 Researchers from BT Group PLC and SETLabs will also collaborate on
 research and innovation. A Memorandum of Understanding (MoU) has been
 signed to this effect.
 
 We currently have two issued patents granted by the US Patent and
 Trademark Office. An aggregate of 119 patent applications are pending
 in the US Patent and Trademark Office and Indian Patent Office.
 
 7.  Reorganization
 
 During the year, we reorganized our business units in anticipation of
 changes in the global IT industry and to differentiate vis-a-vis our
 competitors. The reorganization, effective November 2007, will help us
 to enhance the One Infy experience and will, in turn, deepen our
 transformational capabilities. The restructuring will also help us to
 broaden our customer base and strengthen our current portfolio through
 scale benefits. The new opportunities will leverage the strengths of
 our next-generation of leaders.
 
 Highlights
 
 * Six vertical Industry Business Units (IBUs) and five Horizontal
 Business Units (HBUs) that cut across all verticals
 
 * The European business divided into industry verticals, and integrated
 within the IBUs
 
 * The New Growth Engines (NGE) unit formed to expand business in
 Australia, China, Japan, Middle East, Canada, South America and Latin
 America
 
 * India Business Unit formed to focus on India and tap the growing
 domestic market
 
 * Increased focus on delivery excellence
 
 * Consolidated consulting skills
 
 * Consolidated sales and marketing functions
 
 Executive Council
 
 As part of the re-organization, an Executive Council (EC), chaired by
 the CEO, consisting of the COO, CFO, executive board members and select
 unit heads, was constituted, to leverage the strengths of our next
 generation of leaders.
 
 The responsibilities of the EC members include participation in the
 formulation of business strategy with the Board, framing policy for
 strategy deployment, ensuring management and operational supervision,
 and enabling risk mitigation strategies.
 
 8. Branding
 
 During the year, we received the Diamond Award for the best global
 brand campaign in the category of Sharpening Brand and Competitive
 Differentiation from the IT Services Marketing Association (ITSMA).  We
 got extensive coverage in leading global print, electronic and digital
 media. Time magazine commented on our professionalism with the headline
 Meritocracy is the model. Newsweek referred to us as a Titan of
 globalization. BusinessWeek, The Independent, The Guardian, Financial
 Times, BBC World, CNBC and CNN covered Infosys during the year.  We
 were also featured on leading online business and technology
 destinations like www.cio.com, www.businessweek.com and www.forbes.com.
 CNBC promoted the Infosys brand on its channels across the US, Europe
 and Asia as a sponsor of the Whos in charge? debate and as the host
 of the 2020: Future By Design breakfast at Davos.
 
 Our employees continued to demonstrate thought leadership and domain
 expertise with papers in leading industry publications like Bank
 Accounting & Finance (The Subprime Mortgage Market: Current State and
 the Road Ahead), Wall Street & Technology (Corporate Actions
 Outsourcing Utilizing a SaaS Model) and Manufacturing Business
 Technology (Win in the flat world: Apply Lean principles across the IT
 organization).
 
 We were recognized as a leader by leading analyst firms for many of our
 offerings. A leading analyst firm ranked us as a leader in global IT
 infrastructure outsourcing, SAP implementation providers and Oracle
 implementation providers. We also figured as a leader for North America
 and Europe Offshore Application Services. Infosys BPO was ranked
 amongst the top six comprehensive FAO service providers by a leading
 analyst firm.
 
 We were the key sponsor of many flagship events including Sapphire and
 Oracle Open World. Our executives were invited speakers at leadingh
 C-level conclaves like India Economic Summit, Fortune CEO Summit and
 World Economic Forum.
 
 We have leveraged Web 2.0 technologies for effective online branding.
 Our blogs ran on www.economist.com, our videos run on YouTube and the
 investor section of our website was voted as the winner in the Best
 Investor Relations Website and Best Corporate Governance categories
 in Asia Pacific and Africa by MZ Consult NY LLC, in the 2008 investor
 relations global rankings. We also launched our own intranet-based TV
 channel, Infy TV, for internal communication and branding.  Infosys
 Foundation is sponsoring the ACM (Association for ¦ Computing
 Machinery) Award through an endowment. The ACM-Infosys Foundation Award
 in the Computing Sciences recognizes personal-contributions by young
 scientists and system developers to a contemporary innovation that,
 through its depth, fundamental impact and broad implications,
 exemplifies the greatest achievements in the discipline. The award
 carries a cash prize of US ,50,000.  We also instituted a Rs. 1
 million Infosys Mathematics Award jointly with the National Institute
 of Advanced Studies in order to encourage research in mathematics and
 sciences.
 
 9. Awards
 
 These are some of the awards that we received during the financial year
 2007-08:
 
 * Award for best investor relations by an APAC company in the US market
 at IR Magazine US Awards 2008
 
 * ICAI judged the Infosys Annual Report 2007 as the best in the
 Information Technology, Communication and Entertainment Enterprises
 category
 
 * The International Association of Outsourcing Professionals (IAOP)
 named Infosys in its 2008 Global Outsourcing 100
 
 * Best Investor Relations Website and Company with Best Corporate
 Governance Practices in Investor Relations (IR) Global Rankings 2008 in
 APAC categories
 
 * Voted the New Age Employer of Choice in 2007 in a poll conducted by
 CNBC-TV18, CNBC Awaaz and Moneycontrol.com
 
 * We moved up to No. 14 on FinTech 100, an international annual listing
 of the top 100 global application and service providers to the
 financial services industry
 
 * Named Best Outsourcing Partner in Waters Readers Survey
 
 * Named a leader in Global IT Infrastructure Outsourcing
 
 * NASSCOM-India Today Woman Corporate Award for excellence in gender
 inclusivity
 
 * Global MAKE award for the fourth year
 
 * Fortunes Top 10 Companies for Leaders
 
 * Bloom Group named Infosys.com as a prospect-friendly website
 
 * The Reputation Institute named Infosys, a globally respected company
 
 * Dun & Bradstreets Top Indian IT Companies 2007
 
 * LACP Silver Award for Infosys Annual Report
 
 * 2007 Optimas Award in the Global Outlook category
 
 Our customers and market influencers also commended our service
 excellence and delivery efficiency during the year:
 
 * The 2007 Boeing Performance Excellence Award (BPEA) from The Boeing
 Company for a 12-month gold-level performance
 
 * Named Royal Bank of Scotland Groups 2007 Best Technology Supplier
 
 * Two Partner in Progress awards from Sears Holdings Corporation
 
 * DaimlerChryslers IPS Supplier of the Year 2006
 
 * Named Salisburys 2006 IT Supplier of the Year
 
 10.  Development centers
 
 During the year, we incurred capital expenditure aggregating Rs. 1,181
 crore on physical infrastructure, (Rs. 1,194 crore during the previous
 year), and another Rs. 189 crore on technological infrastructure, (Rs.
 249 crore in the previous year). In all, Rs. 1,370 crore has been
 invested, as against (Rs. 1,443 crore in the previous year).
 
 As of March 31, 2008, in India, we had 164.77 lakh sq. ft. of space
 with 77,754 seats, and an additional 83.63 lakh sq. ft. under
 construction that would provide 26,881 seats.
 
 11.  Liquidity
 
 We continue to be debt-free, and maintain sufficient cash to meet our
 strategic objectives. Liquidity in the balance sheet needs 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 2008, internal
 cash flows have more than adequately covered working capital
 requirements, capital expenditure, investment in subsidiaries and
 dividend payments, leaving a surplus of Rs. 2,079 crore. As on March
 31, 2008, we had liquid assets of Rs. 7,689 crore as against
 
 Rs. 5,610 crore at the previous year-end. These funds have been
 invested in deposits with banks and highly-rated financial
 institutions.
 
 12.  Increase in share capital
 
 During the year, we issued 7,85,896 shares on the exercise of stock
 options under the 1998 and 1999 employee stock option plans. Due to
 this, the outstanding issued, subscribed and paid-up equity share
 capital increased from 57,12,09,862 shares to 57,19,95,758 shares
 asofMarch31,2008.
 
 13. Appropriations
 
 Dividend
 
 In October 2007, we paid an interim dividend of Rs. 6/- per share (120%
 on par value of Rs. 5/-). We recommend a final dividend of
 
 Rs. 7.25 per share (145% on par value of Rs. 5/- per share) and a
 special dividend of Rs. 20/- per share (400% on par value of Rs. 5/-
 each).
 
 We recommended the special dividend on crossing a significant milestone
 of reaching US $ 1 billion in net profits.
 
 The total dividend amount is Rs. 1,902 crore, as against Rs. 649 crore
 for the previous year. Dividend (including dividend tax) as a
 percentage of profit after tax is 49.8% (19.8% excluding the special
 dividend) as compared to 19.9% in the previous year.
 
 The register of members and share transfer books will remain closed
 from May 31,2008 to June 14,2008, both days inclusive. Our Annual
 General Meeting has been scheduled for June 14, 2008.
 
 Transfer to reserves
 
 We propose to transfer Rs. 447 crore to the general reserve. An amount
 of Rs. 6,642 crore is proposed to be retained in the profit and loss
 account.
 
 14. Dividend policy
 
 Our current financial policy is to pay dividends up to 20% of net
 profits.  The Board reviewed the policy, and considering* the need to
 balance the cash required in the business with that of enhancing
 returns to shareholders, decided to increase the dividend payout ratio
 up to 30% of net profits effective fiscal 2009.
 
 15. 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 abroad. We have undergone the corporate
 governance audit by ICRA and CRISIL. ICRA has rated our corporate
 governance practices at CGR 1. CRISIL has assigned CRISIL GVC Level 1
 rating to us.  We have complied with the recommendations of the
 Narayana Murthy Committee on Corporate Governance constituted by the
 Securities and Exchange Board of India (SEBI). For fiscal year 2008,
 the compliance report is provided in the Corporate governance report
 section of this Annual Report. The auditors certificate on compliance
 with the mandatory recommendations of the committee is annexed to this
 report.  We have documented our internal policies on corporate
 governance. In line with the committees recommendations, the
 Managements discussion and analysis of the financial position of the
 Company is provided in this Annual Report and is incorporated here by
 reference.  We continue our practice of providing a report on our
 compliance with the corporate governance requirements of six countries,
 in their national languages, for the benefit of our shareholders in
 those countries.  During the year, we continued to fully comply with
 the US Sarbanes-Oxley Act of 2002. Several aspects of the Act such as
 the Disclosure Committee Requirements, Whistleblower Policy, and Code
 of Conduct for Senior Officers and Executives have already been
 instituted..
 
 16. Additional information to shareholders
 
 We continue to provide additional information in the form of intangible
 assets score sheet, human resources accounting and value-added
 statement.
 
 We used to report the Current cost adjusted financial statements as
 an additional information to the shareholder, using the methodology
 prescribed by the Guidance Note on Accounting for Changing Prices
 issued by the Institute of Chartered Accountants of India which is
 similar to IAS 29 issued by the International Accounting Standards
 Committee (IAS). Recently, the International Practices Task Force
 (IPTF) appointed by the AICPAs Center for Audit Quality had identified
 certain hyper-inflationary economies for which this standard is
 applicable. IPTFs criteria for identifying hyper-inflationary
 economies is similar to that of IAS 29, Financial Reporting in
 Hyper-inflationary Economies. Since, this standard is applicable only
 to identified hyper-inflationery economies, we do- not consider it
 relevant to continue publishing this report and the same has been
 discontinued starting this fiscal year.
 
 During the year, NASDAQ modified its rules relating to dispatch of
 annual reports to ADR holders. Under the amended rules, a company can
 host the annual report on its website, in lieu of physical
 distribution. We have decided to adopt this rule and accordingly have
 made the annual report and the filing with the US Securities and
 Exchange Commission (SEC) in Form 20-F available on our website
 www.infosys.com. However, a physical copy will be made available to
 shareholders on request.
 
 Consequent to this, we are not circulating the Form 20-F filing with
 SEC to our shareholders in India, but the same would be made available
 to shareholders on request. However, the extract-of the audited balance
 sheet and income statement as per US GAAP is provided in the Annual
 Report.
 
 The International Financial Reporting Standards (IFRS) are gaining the
 attention of companies, regulators and investing communities across the
 globe. Many countries have adopted IFRS and some of them, including
 India, are in the process of adopting the same. Recently, SEC permitted
 Foreign Private Issuers to file financial statements in accordance with
 IFRS without any reconciliation with US GAAP SEC is in the process of
 announcing a framework and rules for adoption of IFRS by domestic
 companies in the US.
 
 Currently, we report our financials under both Indian and US GAAP We
 also report in substantial compliance with the GAAP of six countries
 namely - Australia, Japan, UK, France, Germany and Canada. We have
 evaluated the requirements of IFRS and believe that we are fully 
 prepared to adopt IFRS. However, we will await the issuance of final
 framework and rules for adoption of IFRS by domestic companies by SEC
 before we adopt the same-. In the interim, we have provided the balance
 sheet and income statement in substantial compliance with IFRS in the
 Annual Report.
 
 17.  Particulars under Section 212 of the Companies Act
 
 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. We had applied to the Government of India
 for an exemption from such an attachment as we present the audited
 consolidated financial statements in the Annual Report. We believe that
 the consolidated accounts present a full and fair picture of the state
 of affairs and the financial condition, and are accepted globally.  The
 Government of India has granted us exemption from complying with
 Section 212. Accordingly, the Annual Report does not contain the
 financial statements of these subsidiaries. We will make available the
 audited annual accounts and related information of subsidiaries, where
 applicable, upon request by any of our investors. These documents will
 also be available for inspection during business hours at our
 registered office in Bangalore, India.
 
 18.  Particulars of employees
 
 As required under the provisions of Section 217(2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975, as amended, the names and other particulars of employees are set
 out in the annexure to this report. The Department of Company
 
 Affairs has amended the Companies (Particulars of Employees) Rules,
 1975 to the effect that particulars of employees of companies engaged
 in the information technology sector posted and working outside India,
 not being directors or their relatives, drawing more than Rs. 24 lakh
 per financial year or Rs. 2 lakh per month, as the case may be, need
 not be included in the statement. Accordingly, the statement included
 in this report does not contain the particulars of employees who are
 posted and working outside India.
 
 19.  Directors
 
 As per Article 122 of the Articles of Association, Claude Smadja,
 Sridar A. Iyengar, Nandan M. Nilekani, K. Dinesh and Srinath Batni
 retire by rotation in the forthcoming Annual General Meeting. All of
 them, being eligible, offer themselves for re-appointment.
 
 20.  Responsibility statement of the Board
 
 The directors responsibility statement, setting out the compliance
 with the accounting and financial reporting requirements specified
 under Section 217 (2AA) of the Companies Act, 1956, in respect of the
 financial statements, is annexed to this report.
 
 21. Auditors
 
 The auditors, M/s. BSR & Co. Chartered Accountants, retire at the
 ensuing Annual General Meeting and have confirmed their eligibility and
 willingness to accept office, if re-appointed.
 
 22.  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.
 
 23. Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo
 
 The particulars as prescribed under Sub-section (l)(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
 set out in the annexure to this report.
 
 24.  Human resource management
 
 Employees are vital to the Company. We have created a favorable work
 environment that encourages innovation and meritocracy. We have also
 set up a scalable recruitment and human resources management process,
 which enables us to attract and retain high caliber employees.  We
 added 13,659 (net) and 22,671 (gross) employees, taking the total
 strength to 73,490 (net) up from 59,831 at the end of the previous
 year. Our attrition rate stands at 13.4% compared to 13.7% for the
 previous year. Attrition, excluding involuntary separations, stood at
 12.1% compared to 12.2% in the previous year. Over the last year,
 8,85,035 people applied to us for employment and we continue to remain
 an employer of choice in our industry.
 
 25.  Sustainability initiatives
 
 Sustainability to us means measuring success by how much wealth we
 create responsibly for our customers, employees, the society in which
 we operate and all our other stakeholders. This commitment is embedded
 in the setting up of a Sustainability Executive Council to promote our
 efforts and help the business units view operations in that context.
 We believe in creating sustainable frameworks with academia, NGOs,
 non-profit organizations, and civil and trade bodies to reach out to
 communities as well as help create policies with the government.
 
 Enabling work environment
 
 A good workplace, as we define it, balances our commitment to the
 health and safety of employees while reducing the environmental impact.
 
 * Our commitment to Health, Safety and Environment (HSE) is deployed
 through Project Ozone, a comprehensive HSE management system initiated
 in 2003. Our goals in the medium term include reducing the consumption
 of water, power and paper by 25% and carbon emissions by 10%. We plan
 to become carbon neutral in the next two years by managing and reducing
 carbon emissions, reducing carbon intensity by purchasing green energy
 and creating carbon sinks.
 
 * Our Health Assessment and Lifestyle Enrichment (HALE) initiative,
 focuses on enhancing the emotional value-add of our employees, by
 optimizing their health, quality of life and work environment.  We have
 created world-class gymnasiums, swimming pools, aerobics centers,
 tennis courts, etc. This year, HALE conducted 52 events related to
 health and wellness in which 13,200 employees participated. All
 employees are covered by health insurance, while contractual employees
 benefit from subsidized annual medical check-ups.
 
 Enabling employees
 
 * Diversity and inclusion: As a global organization, diversity enables
 us to build confidence and trust in the minds of customers and
 employees. Our employees belong to 70 nationalities. We have recruited
 239 disabled employees. To attract the most competitive talent, we
 offer an inclusive work environment. Our principle is to de-emphasize
 the differences and celebrate commonality. We have set up a Diversity
 Office guided by a Diversity Council comprising members from across the
 Infosys Group. We have created support systems and programs for
 employees, especially working mothers, the disabled and employees of
 different nationalities. We have also introduced diversity dashboards,
 an inclusivily index and a 360 degree feedback mechanism for managers
 to ensure that all employees are aware of their accountability to
 diversity and inclusion.
 
 * Employee education: We are committed to equipping employees with
 skills that will help their career and personal growth.
 
 * Our Education and Research (E&R) department offers technical and
 project management training to employees.  Through the foundation
 program, all entry-level employees are trained at the Global Education
 Center in Mysore. It amounted to 6,13,738 training person days. On the
 role-based training front, employees opted for both classroom as well
 as e-learning courses on technical and project management skills,
 leading to 37,710 training person days. About 27,604 employees
 completed their technical competency certification program this year.
 We piloted the internship program for India-based, final-year Computer
 Science students this year. So far, 243 interns from 33 premier
 colleges have joined the program.  During the year, E&R won the ASTD
 (American Society for Training and Development) BEST award.
 
 * Infosys Leadership Institute (IL1): ILI caters to employees needs in
 the areas of behavioral and leadership skills and supports personal
 development through systematic processes. ILIs efforts resulted in
 1,80,019 training person-days this year.
 
 * Project Management Center of Excellence (PMCoE): PMCoE focuses on
 enhancing the project management competencies of our employees through
 multiple interventions. To date, PMCoE has trained over 2,800 managers
 in professional project management framework. We have over 1,800
 managers / senior managers certified as Project Management
 Professionals from PMI, USA. .PMCoE will help the business through
 continuous improvements on consultancy capability, mentoring
 structures, training modules and best practices.
 
 * ES Academy: The Academy trained 1,400 MBA graduates (functional
 consultants) in domain, technology, project management and quality
 processes, and leadership. During the year, 4,000 software engineers
 were trained in domain and business processes. It also provides
 technical and domain certifications that are benchmarked with world-
 class academic certifications. Since 2005, the Academy has certified
 16,000 employees. It continues to collaborate with external educational
 units like Oracle University and Seibel University, in order to
 leverage their knowledge-base for our functional and technical
 consultants. Besides the internal education programs, we fund higher
 education programs for employees who wish to pursue degrees such as
 MBA, MCA, MS, CFA, etc. Since 2005, we have sponsored the education of
 about 280 employees.
 
 * Knowledge Management (KM):The KM initiative was formally launched at
 Infosys China during the year. We maintain our successful run with new
 methodologies for knowledge sharing and adoption. Knowledge blogs and
 customized wiki solutions are rolled out to employee communities to
 help them foster collaborative networks for speedier and smart project
 execution. Our central knowledge repository saw significant growth in
 volumes and quality this year with more than 30,000 knowledge assets,
 complemented by half as many documents distilled from projects and
 process-mandated artifacts. In addition, other KM systems host around
 90,000 knowledge interactions and are archived.
 
 Empowering society
 
 Since inception in 1981, we have created multiple frameworks for
 corporate governance, education, infrastructure and inclusive growth.
 We believe that corporations must reach out to the society and help by
 improving the quality of education and healthcare through various
 community development programs. Our Corporate Social Responsibility
 (CSR) activities are carried out at four different levels:
 
 * Global initiatives to develop human capital by creating sustainable
 frameworks with educational institutes for training students and
 faculty
 
 * The Infosys Foundation has a dedicated team to reach out to the
 underprivileged and enrich their lives
 
 * At the Board level, members lead by example by participating in the
 advisory councils of NGOs and civil bodies, and donating their time,
 money and effort to various causes
 
 * At the employee level, location-wise CSR teams address local
 requirements
 
 Our five key CSR themes are education, healthcare, art and culture,
 rural upliftment and inclusive growth. We identify partners and
 beneficiaries based on their goals, credibility, performance and
 alignment to our vision and values. The initiatives in education,
 inclusive growth and pro bono engagements are detailed here, while
 initiatives on healthcare, art and culture, and rural upliftment are
 detailed in our report on Infosys Foundation.  Education
 
 * Primary level initiatives
 
 * We are a key sponsor of the Ahshaya Patra foundation which provides
 unlimited free meals for economically-disadvantaged school students. We
 assist 80,000 children across India through this meal scheme.
 
 * We have set up more than 15,000 libraries and are also actively
 involved in constructing classrooms, renovating old school buildings,
 donating school equipment, conducting career counseling and providing
 scholarships to students
 
 * Secondary level initiatives
 
 * Catch Them Young (CTY), our initiative to motivate school students to
 dream big and aim high, has benefitted around 6,390 students since 2005
 
 * Computers@Classrooms initiative donated 1,803 computers to schools
 and NGOs to promote computer awareness
 
 * Tertiary level initiatives:
 
 * We have collaborated with 1,309 colleges in India and abroad, and
 trained 4,200 teachers and 87,424 students since 2005.
 
 * Campus Connect, our high impact and largest academic initiative, was
 started in 2004. It focuses on preparing industry- ready IT
 professionals by aligning skills of engineering students with industry
 needs. There are 490 colleges currently partnering with us and together
 we have enabled 25,521 students (with 15,000 in the pipeline) during
 the year.
 
 * Project Genesis is aimed at aligning the teaching methodology and
 course-curriculum at graduate schools to the BPO industrys needs,
 especially in smaller towns, to improve the students employability.
 About 798 teachers and 22,619 students from 389 colleges were
 benefitted this year. The number of students who benefited from this
 program increased by almost 200%.
 
 * InStep, our global internship program, attracts students from the
 best academic institutions around the world to work on live and
 organizationally relevant projects. The 80+ colleges include Stanford,
 Oxford, Cornell, Purdue, Harvard and others from Spain, Italy, Denmark,
 Norway, Chile, Colombia and Israel. We receive, on an average, 12,000
 applications and select 100+ students every year.
 
 * Infosys Fellowship Program, instituted at 12 premier academic
 institutions in India, supports research leading to a Ph.D
 
 * Through Industry Academia Partnership (IAP), Infosys BPO works on
 aligning course curriculum with industry requirements. As part of the
 program, we provide summer internships for final-year students and
 offer employment based on performance. Since its inception in 2007, IAP
 has covered 17 colleges, enabling 714 students. A knowledge center in
 Rajasthan is currently being set up.
 
 * Academic Entente (AcE) is a strategic initiative in which our
 employees collaborate with faculty from leading universities like
 Harvard, Stanford and Tuck School of Business, to publish case studies
 on innovation and consulting. Our employees participate in
 industry-academia conferences and guest lectures at prestigious forums,
 such as the Balanced Scorecard Hall of Fame. Student groups and faculty
 members also visit our campuses.
 
 * Every year, we train students from countries at the nascent / stage
 of developing knowledge workers such as Thailand, Panama, China,
 Malaysia and Mauritius. While the travel costs are borne by the
 respective governments, we fund their training and accommodation. We
 have trained 560 students since 2005. In Australia, we promote tertiary
 education by providing student scholarships.
 
 Inclusive growth
 
 * We have recruited 239 disabled people for our Infosys BPO operations,
 making us the biggest employer of the disabled in the Indian IT
 industry. Through the disability initiative, we help the selected
 employees gain relevant competencies for the ITeS industry and enable
 our managers to create an inclusive work environment.  Our goal is to
 increase the number of disabled employees to at least 2% of our
 workforce in ITeS.
 
 * Infosys Womens Inclusivity Network (IWIN), our gender inclusive
 program, was initiated in 2003. IWIN works with bodies like NASSCOM to
 create frameworks and research on gender inclusion.  Women employees
 constitute 31 % of our workforce today. This year, to mark
 International Womens Day, we launched SPARK, a unique two-day event
 for women students in their fourth-sixth semester from engineering
 colleges across India. The event witnessed the participation of 420
 colleges.
 
 * Special Training Program (STP), aims at enabling students from rural
 areas to join the IT / ITeS industry, and has so far benefitted 479
 students.
 
 In addition, 60% of our development centers in India are located in
 Tier 2 and 3 cities. This infrastructure policy has created employment
 for 30,632 employees and the planned expansion will facilitate an
 additional 21,000 employees in these locations. It has further
 facilitated business / employment for the local community.  We continue
 to take up pro bono engagements with both Indian and global bodies. We
 are partnering with Expand, a non-profit international development
 organization, to develop an information and communication technology
 (ICT)-enabled application that would minimize inventory requirements,
 reduce waste, and allow retailers and farmers to be better integrated.
 
 26. Employee Stock Option Plan (ESOP)
 
 Infosys Young Indians (INFYi), the first corporate chapter of
 Confederation of Indian Industry (CII), aims to provide a platform for
 social entrepreneurs by undertaking activities in economy, education,
 environment, healthcare and youth affairs. Currently, more than 50
 young Infoscions are working on a set of social entrepreneurship ideas.
 We constantly monitor the progress of initiatives. On the education
 front, we conduct periodic reviews with academia partners. The success
 is measured by the annual increase in the number of students and
 teachers who volunteer to get trained. For example, the Special
 Training program conducted at IIIT-B for socially and economically
 underprivileged, resulted in close to 100% placements this year.
 
 Further details on our sustainability initiatives will he available in
 the sustainability report to he published on our website
 www.infosys.eom in the near future.
 
 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 given in the
 table.
 
 The Securities and Exchange Board of India (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. Our 1994 option plan came
 to an end in fiscal 2000.
 
 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. If the compensation cost on account of
 stock options granted after June 30, 2003 (as required by the amendment
 effective June 30, 2003) under 1998 and 1999 plans was computed using
 the fair value method, our compensation cost would have been higher by
 Rs. 13 crore and Rs. 1 crore and our profit would hence be less by Rs.
 13 crore and Rs. 1 crore for fiscal 2008 and 2007 respectively The
 impact on EPS for fiscal 2008 and 2007 would be Rs. 0.23 and Rs. 0.02
 respectively.
 
 During fiscal 2008 and 2007, stock options under the 1998 Plan have not
 been granted, hence the weighted average fair values of grant during
 these years are nil.
 
 During fiscal 2008, stock options under the 1999 Plan have not been
 granted and hence the weighted average fair values of grant during
 fiscal 2008 is ml.
 
 During fiscal 2007, we granted 6,38,761 options under the 1999 Plan
 with a weighted average fair value of Rs. 582 per option.
 
                                                    2008
 
                                     No. of options   Weighted average
                                                       exercise price
 
 1998 Plan
 Outstanding at the beginning of the year 20,84,124          900
 
 Forfeited                                  (53,212)       2,050
 
 Exercised                                (5,00,465)         775
 
 Outstanding at the end of the year       15,30,447          813
 
 Vested at the end of the year            15,30,447          813
 1999  Plan
 
 Outstanding at the beginning of the year 18,97,840        1,121
 
 Granted                                          -            -
 
 Forfeited                                (1,17,716)       1,167
 
 Exercised                                (2,85,431)         634
 
 Outstanding at the end of the year       14,94,693        1,163
 
 Vested at the end of the year            10,89,041          593
 
                   2007
 No. of options           Weighted average
                          exercise price
 
 45,46,480                    908
 (1,71,143)                 1,845
 (22,91,213)                  860
 20,84,124                    900
 20,84,124                    900
 1,91,79,074                  575
 6,38,761                   2,121
 (1,11,306)                   552
 (1,78,08,689)                572
 18,97,840                  1,121
 12,59,079                    613
 
 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 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 operations.
 We also thank the Government of India, particularly the Ministry of
 Communication and Information Technology, the Customs and Excise
 Departments, the Income Tax Department, the Software Technology Parks -
 Bangalore, Chennai, Chandigarh, Hyderabad, Jaipur, Mysore, Pune,
 Bhubaneswar, Mangalore, Thiruvananthapuram and New Delhi - the Ministry
 of Commerce, the Ministry of Finance, the Reserve Bank of India, the
 state governments, 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. Gopalakrishnan             S. D. Shibulal
                   Chief Executive Officer and       Chief Operating 
                                                       Officer and
                      Managing Director                  Director
 
 Bangalore
 April 15, 2008
Source : Religare Technova

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