UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 20-F

(Mark One)

[ ] Registration statement pursuant to section 12(b) or (g) of the Securities
Exchange Act of 1934

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended March 31, 2002

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the Transition period from _____________ to ________________

Commission File Number 333-72195

Infosys Technologies Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Bangalore, Karnataka, India
(Jurisdiction of incorporation or organization)

Electronics City, Hosur Road,
Bangalore, Karnataka
India 561 229
+91-80-852-0261
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered
None Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

American Depositary Shares,
each represented by one-half of one Equity Share, par value Rs. 5 per share.
(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

Not Applicable
(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the Annual
Report 66,186,130 Equity Shares

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [ ] No [x]

Indicate by check mark which financial statement item the registrant has elected
to follow.

Item 17 [ ] Item 18 [x]

Currency of Presentation and Certain Defined Terms

In this Annual Report on Form 20-F, references to "$" or "dollars" or "U.S.
dollars" are to the legal currency of the United States and references to "Rs."
or "rupees" or "Indian rupees" are to the legal currency of India. Our financial
statements are presented in Indian rupees and translated into U.S. dollars and
are prepared in accordance with United States Generally Accepted Accounting
Principles ("U.S. GAAP"). References to "Indian GAAP" are to Indian Generally
Accepted Accounting Principles. References to a particular "fiscal" year are to
our fiscal year ended March 31 of such year.

References to "U.S." or "United States" are to the United States of America, its
territories and its possessions. References to "India" are to the Republic of
India. "Infosys" is a registered trademark of Infosys Technologies Limited in
the United States and India. All other trademarks or tradenames used in this
Annual Report on Form 20-F are the property of their respective owners.

Except as otherwise stated in this report, all translations from Indian rupees
to U.S. dollars are based on the noon buying rate in the City of New York on
March 29, 2002, for cable transfers in Indian rupees as certified for customs
purposes by the Federal Reserve Bank of New York which was Rs. 48.83 per $1.00.
No representation is made that the Indian rupee amounts have been, could have
been or could be converted into United States dollars at such a rate or any
other rate. Any discrepancies in any table between totals and sums of the
amounts listed are due to rounding.

Information contained in our website, www.infy.com, is not part of this Annual
Report.

Forward-Looking Statements May Prove Inaccurate

IN ADDITION TO HISTORICAL INFORMATION, THIS ANNUAL REPORT CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT
MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED
IN THE SECTION ENTITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT. READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH
REFLECT MANAGEMENT'S ANALYSIS ONLY AS OF THE DATE HEREOF. IN ADDITION, READERS
SHOULD CAREFULLY REVIEW THE OTHER INFORMATION IN THIS ANNUAL REPORT AND IN THE
COMPANY'S PERIODIC REPORTS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") FROM TIME TO TIME.

Part I

Item 1. Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Selected financial data

This information is set forth under the caption "Summary of selected
consolidated financial data" on page 128 of our Annual Report for the fiscal
year ended March 31, 2002, and is incorporated herein by reference.

Exchange rates

Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar
will affect the U.S. dollar equivalent of the Indian rupee price of our equity
shares on the Indian stock exchanges and, as a result, will likely affect the
market price of our American Depositary Shares, or ADSs, listed on the Nasdaq,
and vice versa. Such fluctuations will also affect the U.S. dollar conversion by
our depositary for the ADSs, Deutsche Bank Trust Company Americas, or
Depositary, of any cash dividends paid in Indian rupees on our equity shares
represented by the ADSs.

The following table sets forth, for the fiscal years indicated, information
concerning the number of Indian rupees for which one U.S. dollar could be
exchanged based on the average of the noon buying rate in the City of New York
on the last business day of each month during the period for cable transfers in
Indian rupees as certified for customs purposes by the Federal Reserve Bank of
New York. The column titled "Average" in the table below is the average of the
daily noon buying rate on the last business day of each month during the year.

Fiscal year ended March 31 Period end Average High Low
-------------------------- ---------- ------- ---- ---

1996 Rs. 31.43 Rs. 31.38 Rs. 31.90 Rs. 31.37
1997 34.35 33.47 38.05 31.36
1998 35.88 35.70 36.85 34.15
1999 39.53 37.37 40.40 35.71
2000 42.35 42.10 43.68 39.25
2001 43.65 43.46 43.68 42.84
2002 48.83 47.81 48.91 46.58

The following table sets forth the high and low exchange rates for the previous
six months and are based on the average of the noon buying rate in the City of
New York on the last business day of each month during the period for cable
transfers in Indian rupees as certified for customs purposes by the Federal
Reserve Bank of New York:

Month High Low
---- ---- ---

November 2001 Rs. 48.11 Rs. 47.98
December 2001 48.29 47.80
January 2002 48.58 48.27
February 2002 48.90 48.55
March 2002 48.83 48.71
April 2002 49.01 48.83

Capitalization and indebtedness

Not applicable.

Reasons for the offer and use of proceeds

Not applicable.

Risk factors

This information is set forth under the caption "Risk factors" on pages 134
through 140 of our Annual Report for the fiscal year ended March 31, 2002, and
such information is incorporated herein by reference.

Item 4: Information on the Company

Company overview and history of development

We are a world leader in consulting and information technology, or IT, services.
We utilize an extensive offshore infrastructure based outside the U.S. to
provide managed software solutions to clients worldwide. Our clients leverage
our proprietary Global Delivery Model to achieve higher quality, rapid
time-to-market and cost-effective solutions. We offer a comprehensive range of
services including business consulting, system integration, application
development, product engineering services, custom software development,
maintenance and re-engineering services apart from dedicated offshore
development centers, which we call OSDCs, for certain clients. In addition, we
develop and license certain software products.

We are headquartered in Bangalore, India, and have operations all over the
world. We provide our services through 16 state-of-the-art offshore development
facilities, located in various cities in India, and one in Canada. We also have
proximity development centers, which we refer to as PDCs, in the United States
and the United Kingdom. We have significantly expanded our facilities over the
past few years and will continue to do so in the near future. We incurred $68.3
million, $101.2 million and $36.9 million in capital expenditures in fiscal
2002, 2001 and 2000. As of March 31, 2002, we employed approximately 9,400 IT
professionals worldwide.

Infosys was incorporated in 1981 as Infosys Consultants Private Limited, as a
private limited company under the Indian Companies Act, 1956. We changed our
name to Infosys Technologies Private Limited in April 1992 and later to Infosys
Technologies Limited in June 1992, when we became a public limited company. Our
registered office is located at Electronics City, Hosur Road, Bangalore - 561
229, Karnataka, India. Our agent for service in the United States is CT
Corporation, 1350, Treat Blvd, Suite 100, Walnut Creek, CA. 94596.

We completed our initial public offering in February 1993 on the Bangalore Stock
Exchange and raised approximately $4.4 million in gross aggregate proceeds. We
raised another $7.7 million through a private placement of shares in October
1994 and on March 11, 1999, we raised $70.4 million in gross aggregate proceeds
through our initial U. S. public offering of American depositary shares, or
ADSs.

In recognition of our efforts, the Far Eastern Economic Review voted us as the
"The Best Company in India". The Business Today-Hewitt Study voted us the "Best
Employer of India" for 2001 and 2002. We were the first recipient of the
National Award for Excellence in Corporate Governance instituted by the Ministry
of Finance of the Government of India. Financial Technology Asia has also voted
us as the "Best Regional Software House" and we have won the Silver Shield for
the last seven years from the Institute of Chartered Accountants of India, as
the Indian company with the best presented financial statements by a
non-financial company.

Industry overview

The role of IT in transforming businesses and economies worldwide is widely
recognized. The recent shift in the role of IT from merely supporting businesses
to transforming businesses, driving productivity gains and creating new business
models has increased the importance of IT to the success of companies worldwide.
This has resulted in an increased focus by companies on areas such as:

- - Reducing the time it takes to introduce new software applications, commonly
known as time-to-application advantage; and

- - Reducing the time it takes to develop new technologies, commonly known as
time-to-market advantage.

As a result, corporate budgets for IT services and research and development
budgets of technology companies have grown significantly. International Data
Corporation, or IDC, estimates that the global IT services market will grow from
approximately $349 billion in 1999 to $585 billion by 2004, reflecting a
compound annual growth rate of 11%; the market for research and development
services is comparable in size.

Along with the increase in IT services spending, companies are increasingly
using external professional services as an effective tool to meet their IT
requirements. The trend towards outsourcing is driven by a growing shortage of
IT professionals in developed economies and the threat of economic slowdown
forcing cost-optimization strategies. By deploying high-speed communications
equipment, companies can access skilled IT services from remote locations to
meet their complex IT requirements in a cost-effective manner.

The India Advantage

According to a survey of U.S. software service vendors conducted by the World
Bank, India is one of the leading offshore destinations for companies seeking to
outsource software development of IT projects. A McKinsey & Co. study conducted
in 1999 for the Indian National Association of Software and Service Companies,
or NASSCOM, estimates that India's export revenue from IT services will grow
from approximately $6.2 billion in the fiscal year ended March 31, 2001 to $50
billion by March 31, 2008. NASSCOM estimates that for the fiscal year ended
March 31, 2001, more than 40% of Fortune 500 companies used services offered by
Indian IT service providers.

There are several key factors contributing to this rapid growth of India-based
IT services:

- - India-based IT companies have proven their capability to deliver IT
services that satisfy the requirements of international clients who expect
the highest quality standards. The NASSCOM survey of international quality
standards of the top 400 Indian software companies conducted in January
2001, showed that 201 were already ISO 9000 or SEI-CMM Level 3 certified,
with an additional 80 expected to acquire such certifications by end of
2002.

- - India has a large, highly skilled English-speaking labor pool that is
available at a relatively low labor cost. According to NASSCOM, the number
of software professionals employed by the Indian software industry was
approximately 410,000 as of December 31, 2000, making it the second largest
employer in the IT services industry after the United States. In addition,
India has more than 1,800 engineering colleges and technical institutes
that train approximately 68,000 graduates annually in IT. According to a
McKinsey study conducted for NASSCOM, the average annual wage for software
professionals in India is approximately 20% of the average U.S. rate.
Although wages in India are rising faster than in the United States, the
labor rate differential is anticipated to remain a competitive advantage
for Indian companies in the foreseeable future.

- - With the time differential between India and its largest market, the United
States, Indian companies are able to provide a combination of onsite and
offshore services on a 24-hour basis on specific projects.

Our business strategy

Our objective is to become one of the leading worldwide providers of IT
consulting and services by utilizing a global network of resources to offer a
comprehensive array of managed software solutions. In order to achieve this
goal, we focus on the following key elements of our business strategy:

Pursue a world-class operating model

We believe that one of the most critical contributing factors to our success has
been our commitment to high-quality standards in all aspects of our business,
including the quality of our services, operations, human resource management and
infrastructure. We achieve our quality through highly evolved processes,
including a detailed approach to planning and execution, multi-level testing and
careful tracking and analysis of quality control. We have recently launched the
Infosys Excellence Initiative, or IEI, to integrate all of our quality programs
and initiatives. Currently, the IEI is managing our ISO 9001 and TickIT quality
standards, as well as our Level 5 Capability Maturity Model, or CMM and Six
Sigma Cross Functional Process Mapping processes. We have been assessed at
SEI-CMM Level 5, the highest level of quality certification, as a measure of the
maturity and effectiveness of our software processes. Only 62 companies in the
world have been assessed at Level 5. Six Sigma Cross Functional Process Mapping
is a process mapping system that is designed to improve productivity and ensure
the quality of operations across multiple departments or operational functions
within an organization. We also adhere to high-quality standards in our investor
relations. For example, we were one of the first Indian companies to adopt U.S.
GAAP reporting in fiscal 1995 and quarterly-audited Indian financial statements
in fiscal 1998.

Invest heavily in human resources

We believe that our continued success will depend upon our ability to recruit,
train, deploy and retain highly talented IT professionals. We focus our
recruiting efforts on the top 20% of the students from the engineering
departments of universities and use a series of tests to identify the best
candidates. In an effort to attract the most highly qualified candidates, we
have spent significant resources in creating a quality work environment. For
example, our headquarter facilities in Bangalore, India spans approximately 50
acres, with approximately 1.1 million square feet of office space. The campus
also includes, several cafeterias, a library, swimming pool, health club, lake,
tennis, volleyball, and basketball courts. The environment fosters a collegial
atmosphere and informal culture which is augmented by our open door operating
philosophy that allows communication and ideas to flow freely irrespective of
title or tenure.

We also offer our IT professionals challenging assignments, competitive salaries
and benefits and one of the first stock option plans adopted by a public Indian
company. We recently established a Leadership Institute in a 200 acre campus in
Mysore, India to train and prepare employees to face the complexities of the
rapidly changing marketplace, and to influence work culture through leadership
training. As a result of this high level of investment in our people, we believe
that our company has become one of the most attractive employers for Indian
software professionals and that our attrition rate is significantly below the
industry average.

Focus on managed software solutions

Since our inception, we have dedicated ourselves to providing managed software
solutions by taking full responsibility for project management, some of which
are offered on a fixed-price, fixed-timeframe basis. We believe that we are
better positioned to become long-term partners to our clients for all of their
software needs by managing and successfully executing large projects. These
services offer us the opportunity to build client confidence with the potential
benefit of enhanced margins. In addition, by retaining project management
responsibility, we also accumulate significant industry expertise and continue
to refine our software development tools and proprietary methodologies.

Capitalize on well-established offshore development model

As one of the pioneers of the offshore software development model, we have made
significant investments in our infrastructure and have developed the advanced
processes and expertise necessary to manage and execute projects in multiple
locations with seamless integration. Our commitment to quality allows us to
successfully complete approximately 69% of our project work in India while
maintaining a high level of client satisfaction. These capabilities not only
provide significant cost advantages but also shorten the time required to
deliver a solution to a client. We believe we are well positioned with this
model, to deliver our services globally in a cost sensitive and resource
constrained environment.

Maintain disciplined focus on business and client mix

We provide a wide range of IT services and maintain a disciplined focus on
business mix in an effort to avoid service or client concentration. We typically
only accept clients that meet strict guidelines for overall revenue potential
and profitability. In fiscal 2002 and 2001, our largest client accounted for
6.1% and 7.3% of revenues, respectively and our five largest clients for 24.1%
and 26.0% of revenues, respectively. This balance is key to ensuring that the
technology skills sets of our IT professionals remain diversified to provide us
the flexibility to adapt to changing market conditions and to attract and retain
highly skilled professionals who seek the opportunity to continue to learn new
technologies.

Our growth strategy

From fiscal 1998 through fiscal 2002, we experienced compounded annual revenue
and net income growth rates of 68.1% and 91.8%, and grew from approximately
2,200 IT professionals to approximately 9,400. The key elements of our growth
strategy are:

Broaden service offerings

In order to meet all of our client needs, we strive to offer a comprehensive
range of services by continuously evaluating new and emerging technologies. As a
full-service provider, we believe that we can increase our revenues from
existing clients as well as attract new clients. In pursuit of this objective,
we have opportunistically expanded our services beyond our core development,
maintenance and re-engineering services. For example, in recent years we have
added e-commerce and Internet/Intranet services, and packaged application
implementation services to our range of services.

Increase business with existing clients

As of March 31, 2002, we had 293 active clients in the United States, Europe,
Australia, Asia and Japan. One of our key objectives is to expand the nature and
scope of our engagements with existing clients by both increasing the volume of
our projects and expanding the breadth of the services offered. Establishing
broad, long-term relationships with a client:

- - Increases our quality and efficiency of services to a client since each
project performed for a client increases our understanding of the client's
systems, requirements and business processes;

- - Reduces our marketing costs;

- - Increases the client's reliance on us; and

- - Creates barriers to entry for competitors.

During the last few years, over 87.60% of our revenues in fiscal 2002, and over
84.0% of our revenues in both fiscal 2001 and 2000, were generated from
companies who were clients in the prior fiscal year.

Develop new clients

Client development is an important component of our growth strategy. We pursue
several client development strategies:

- - We offer a broad array of managed software solutions that provide an
initial entry into a new client. Some of these services are designed as low
cost services to allow us to enter into new client relationships without
large client commitments.

- - We believe that we can leverage the industry-specific expertise that we
have developed in key vertical markets including financial services,
manufacturing and distribution, retail, telecommunications and technology
to further develop our portfolio of clients in these targeted markets.

- - We also intend to expand our global sales and marketing infrastructure by
hiring new sales and marketing personnel, opening additional regional sales
offices and increasing marketing expenditures. We currently have sales and
marketing offices in 28 cities, worldwide.

Increase revenue per IT professional

In order to increase our revenue per IT professional, we continually focus on
improving efficiency and productivity by:

- - Building expertise in vertical markets;

- - Refining our software development tools and methodologies; and

- - Storing and disseminating institutional knowledge.

We also continually monitor client accounts for profitability and seek to focus
on select new clients and on those existing client relationships that have the
potential for high long-term profitability. As compare to the previous year, we
have increased the proportion of projects that are undertaken on a fixed-price,
fixed-timeframe, rather than a time-and-material basis, which reduce client
risk, and if effectively structured and executed, provide opportunities for
enhanced margins.

Expand and diversify base of IT professionals

We have built, and plan to continue to build new software development facilities
in locations where we can access local pools of talent, as well as increase the
number of IT professionals employed at our existing locations. In addition, we
also recruit from other fields of expertise, such as business school graduates
and accountants.

Pursue selective strategic acquisitions

We believe that selective acquisitions of IT services and software applications
firms could potentially expand our technical expertise, facilitate expansion
into new vertical markets and increase our client base. Although, we constantly
evaluate potential acquisitions, strategic partnerships and other business
combinations, as of the date of this report, we have no agreement to enter into
any material acquisition, strategic partnership or other business combination
transaction.

Our offshore development model

One of our strengths is our ability to leverage our OSDCs. We were one of the
pioneers of the offshore development model as a method for delivering
high-quality services at a rapidly reduced time-to-market and at a relatively
lower cost to international clients. The OSDC model has many features that are
attractive to our clients who are primarily located in the United States, Europe
and Japan, including:

- - A 24-hour work schedule that takes advantage of time zone differences
between our centers in India and client sites;

- - Access to our large pool of highly skilled English-speaking IT
professionals located in India;

- - Relatively low costs of IT professionals offshore;

- - The ability to provide high-quality IT services at internationally
recognized standards;

- - The ability to accelerate the delivery time of large projects by parallel
processing of different phases of a project's development; and

- - Physical and operational separation from all other client projects,
providing enhanced security for a client's intellectual property.

We have a long history of successfully executing projects between our client's
sites in North America, Europe and Asia and our OSDCs. In a typical software
development or re-engineering assignment, we assign a small team of two to five
IT professionals to visit a client's site and determine the scope and
requirements of the project. Once the initial specifications of the engagement
have been established, our project managers return to India to supervise a much
larger team of 10 to 50 IT professionals dedicated to the development of the
required software or system. A small team remains at the client's site to manage
changes in the scope of a project and address new requirements as the project
progresses.

The client's systems are then linked via satellite to our facilities enabling
simultaneous processing in as many as four OSDCs. Once the development stage of
the assignment is completed and tested in India, a team returns to the client's
site to install the newly developed software or system and ensure its
functionality.

After the installation, we will often enter into an ongoing agreement to provide
the client with comprehensive maintenance services from one of our OSDCs. In
contrast to development projects, a typical maintenance assignment requires a
larger team of 10 to 20 IT professionals to travel to the client's site to gain
a thorough understanding of all aspects of the client's system. The majority of
the maintenance team subsequently returns to the OSDC, where it assumes full
responsibility for day-to-day maintenance of the client's system, while
coordinating with a few maintenance professionals who remain stationed at the
client's site. By pursuing this model, we complete approximately 69% of the
project work in our OSDCs in India.

Certified under ISO 9001 and TickIT and at Level 5 of the Capability Maturity
Model, we rigorously adhere to highly evolved processes. These processes govern
all aspects of the software product life cycle, from requirements to testing and
maintenance. We seek to prevent defects through our quality program, which
includes obtaining early sign off on acceptance test scripts, project
specifications and design documents. Software quality advisors are also assigned
to help each team set up appropriate processes for each project and adhere to a
multi-level testing strategy. The project manager is routinely provided with
feedback about defects which are documented, measured, tracked and analyzed. We
compile metrics for not only defect density and size, but also actual effort as
compared to project estimates; assure compliance with procedures.

We have invested significant resources in our infrastructure to ensure
uninterrupted service to our clients, having "warm" backup sites as redundant
infrastructure. The network architecture, designed and implemented with
diversified telecommunication capabilities (multiple service providers with a
mix of satellite and fiber links) with alternate routing, provides clients with
high service levels. We also use two telecommunications carriers in India and
have installed multiple international satellite links connecting the development
centers in India with international network hubs in California, Massachusetts,
the United Kingdom and Japan. A different ocean cable connecting Europe and the
United States serves each of these hubs. Within India, we have high-speed links
interconnecting the development centers to our corporate headquarters in
Bangalore.

Our service offerings and products

Our services include software development, maintenance and re-engineering
services, business consulting, product engineering as well as dedicated OSDCs
for certain clients. We also continue to offer new services to our clients and
adapt to client demand and market conditions. In each of our service offerings
we assume full project management responsibility. In addition to our IT
services, we also market and license our own centralized bank automation
software application, known as FINACLE(TM).

Software development

We provide turnkey software development which may involve the development of new
applications or new functions for existing software applications. The projects
vary in size and duration and are often offered pursuant to fixed-price,
fixed-timeframe contracts. Each project typically involves all aspects of the
software development process, including definition, prototyping, design, pilots,
programming, testing, installation, and maintenance. In the early stage of a
development project, our IT professionals typically work at a client's site to
help define the project and to estimate the scope and cost of the project. We
then perform the design review, software programming, program testing, module
testing, integration and volume testing primarily at our facilities in India.
For example, for one of the world's leading risk management and consulting
organizations we provided the design, development and deployment of the client's
core commercial brokerage policy management system and risk management system
for global risk managers.

Software maintenance

We provide maintenance services for large legacy software systems. Such systems
are either mainframe-based or client-server based, and are typically essential
to a client's business. Our IT professionals take an engineering approach to
software maintenance, focusing on the long-term functionality and stability of
the client's overall system by seeking to avoid problems that typically arise
from incomplete or short-term solutions. We perform most of the maintenance work
at our own facilities using satellite-based links to the client's system. We
also maintain a small team at the client's facility to coordinate support
functions. As an example, a leading provider of health and retirement benefit
plans and financial services was facing difficulties in balancing its need to
maintain existing systems while simultaneously working on its new Internet based
initiative. We assumed the client's maintenance responsibilities in a
significantly short timeframe and provided substantial cost benefits by
utilizing our global delivery model.

Software re-engineering

Our re-engineering services assist clients in moving to new technologies while
extending the life cycle of existing systems that are rich in functionality.
Projects include re-engineering software to migrate applications from mainframe
to client-server architectures, to extend existing applications to the Internet,
to migrate existing systems to UNIX or WINDOWS NT or to update from a
non-relational to a relational database technology. For companies with extensive
proprietary software applications, implementing such technologies may require
rewriting and testing millions of lines of software code. As with our other
services, we have developed proprietary methodologies that govern the planning,
execution and testing of the software re-engineering process. For example, we
re-engineered the on-line analytical processing system of a leading computer
manufacturing firm by changing the legacy systems to new generation systems. As
a result, the client had more robust systems for better transaction processing
and decision support.

Dedicated offshore software development centers

We pioneered the concept of dedicated OSDCs, in which a software development
team that is dedicated to a single client uses technology, tools, processes and
methodologies unique to that client. Each dedicated OSDC is located at one of
our facilities in India and is staffed and managed by us. By focusing on a
single client over an extended timeframe, the dedicated OSDC team gains a deeper
understanding of the client's business and technology and can function as a
virtual extension of the client's software team.

Global delivery model

We use a distributed project management methodology which we call the global
delivery model. This model divides project into components that are executed
independently and concurrently -- part at the client site and rest at our remote
development centers. These components are subsequently integrated into robust,
high quality solutions. We spread software solution development across time
zones, allowing us to benefit from 24 hour work days. Our model ensures that the
project manager is in total control of project execution, regardless of physical
location, and that deliverables are distributed across the life of the project.
Our proximity development centers enable us to develop solutions at locations
nearer to where clients are situated, while our global development centers cater
to clients' needs irrespective of their geographical location.

Other Services

We offer end-to-end solutions to our clients including business consulting,
system integration, product engineering services, IT outsourcing and Business
Process Management services. Through these services, we enable our clients to
fully exploit technology for business transformation.

Software products

We also develop, market and license proprietary software applications for the
banking industry. Currently, we offer a suite of software applications under an
umbrella brand named, Infosys Enterprise Banking E-Platform. This suite is
comprised of the following proprietary software applications:

- - FINACLE(TM) - This application is a fully web-enabled, integrated core
banking solution that addresses the retail, corporate and trade finance
activities of a bank. Features include workflow capability to map the
business process in the bank and a tool kit to extend and integrate the
application with other applications, and support for true 24x7x365
capability.

- - BankAway(TM) - This is an Internet banking application with added features
such as an internal shopping mall, an external shopping gateway, support
for electronic bill presentment and payment, corporate limits inquiries,
letters of credit and bank guarantees. It also allows customers of a bank
to access their accounts or receive alerts on their banking transactions
through any devices enabled with the Wireless Application Protocol (WAP),
or Short Messaging Service (SMS) standards.

- - PayAway(TM) - This is a universal bill presentment and payment application
that supports both the business-to-consumer and the business-to-business
payment requirements for banks.

Sales and marketing

We sell and market our services and products from 28 sales offices located in 15
countries. With our global sales headquarters in Fremont, California and our
corporate marketing group in Bangalore, India, we target our sales and marketing
efforts towards IT-intensive organizations in North America, Europe, Australia
and Japan. Our sales efforts are complemented by our marketing team, which
assists in brand building and other corporate level marketing efforts. We use a
cross functional integrated sales approach where our sales personnel, in tandem
with our IT professionals and technical managers, work together in analyzing
potential projects and selling our expertise to potential clients. This allows
for a smooth transition to an execution team once the sale is completed. As of
March 31, 2002, we had 117 sales and marketing employees outside of India and 25
in India.

From our offices located around the world, our sales professionals contact
prospective clients in developed markets and position us as a leading IT
services provider with operations in India. In some cases, potential clients in
their search for IT service providers submit a request for proposal from
potential service providers such as us. Our superior management team, quality of
work and IT professionals, and competitive prices are often cited as reasons for
the award of competitive contracts. Our client references and endorsements, as
well as our willingness to participate in trade shows and speaking engagements
have helped us generate greater awareness for our services. We believe that our
listing on the NASDAQ and our profile as a public company in the United States
have further enhanced our corporate marketing efforts.

We have focused our sales and marketing efforts on expanding the scope and depth
of our relationships with existing clients. Although, initially, we may only
provide one service to a client, we seek to convince the client to expand and
diversify the type of services the client outsources to us. We also seek to
provide a wide range of IT services and maintain a disciplined focus on our
business mix in an effort to avoid service or client concentration. Over 84.0%
of our revenues in each of the last two fiscal years were generated from
pre-existing clients. We focus on certain market segments, including financial
services, manufacturing and distribution, retail, telecommunications and
technology. Our revenues for the last three fiscal years by geographic area are
as follows:

Year ended March 31, 2002 2001 2000
------------ ------------ ------------

North America $388,168,447 $304,242,537 $158,723,649
Europe 106,103,448 77,892,656 30,064,939
India 10,735,626 5,778,286 2,912,091
Rest of the world 40,043,693 25,937,031 11,743,075
------------ ------------ ------------
$545,051,214 $413,850,510 $203,443,754
------------ ------------ ------------

Competition

The market for IT services is highly competitive, with competitors from a
variety of market segments including IT service companies, large international
accounting firms and their consulting affiliates, systems consulting and
integration firms, applications software firms, temporary employment agencies,
service groups of computer equipment companies and client in-house MIS
departments. Our primary competitors based in the U.S. include Electronic Data
Systems, Accenture, KPMG Consulting, IBM Global Systems and Computer Sciences
Corporation. Our primary competitors based in India include Tata Consultancy
Services and Wipro.

We expect that future competition will include firms with operations in other
countries, potentially including countries with lower personnel costs than those
prevailing in India. Part of our competitive advantage has historically been a
wage cost advantage relative to service providers in the United States and
Europe.

Since wage costs in India are presently increasing at a faster rate than those
in the United States, our ability to compete effectively will

become increasingly dependent on reputation, the quality of our services and our
expertise in specific markets. We believe that our ability to compete also
depends in part on a number of factors not within our control, including:

- - The price at which our competitors offer comparable services;

- - The extent to which our competitors can respond to client needs; and

- - The ability of our competitors to attract and retain highly skilled IT
professionals.

Intellectual Property

Our intellectual property rights are important to our business. We rely on a
combination of patent, copyright, trademark and design laws, trade secrets,
confidentiality procedures and contractual provisions to protect our
intellectual property. We require employees, independent contractors and,
whenever possible, vendors to enter into confidentiality agreements upon the
commencement of their relationships with us. These agreements generally provide
that any confidential or proprietary information developed by us or on our
behalf be kept confidential. These agreements also provide that any confidential
or proprietary information disclosed to third parties in the course of our
business be kept confidential by such third parties. However, our clients
usually own the intellectual property in the software we develop for them.

Our efforts to protect our intellectual property may not be adequate. Our
competitors may independently develop similar technology or duplicate our
products and/or services. Unauthorized parties may infringe upon or
misappropriate our products, services or proprietary information. In addition,
the laws of India do not protect intellectual property rights to the same extent
as laws in the United States. For example, India does not grant patents for
software applications or products. In the future, litigation may be necessary to
enforce our intellectual property rights or to determine the validity and scope
of the proprietary rights of others. Any such litigation could be time-
consuming and costly.

We could be subject to intellectual property infringement claims as the number
of our competitors grows and our product or service offerings overlap with
competitive offerings. In addition, we may become subject to such claims since
we may not always be able to verify the intellectual property rights of third
parties from which we license a variety of technologies. Defending against these
claims, even if not meritorious, could be expensive and divert our attention
from operating our company. If we become liable to third parties for infringing
their intellectual property rights, we could be required to pay substantial
damage awards and be forced to develop non-infringing technology, obtain a
license or cease selling the applications that contain the infringing
technology. The loss of some of our existing licenses could delay the
introduction of software enhancements, interactive tools and other new products
and services until equivalent technology could be licensed or developed. We may
be unable to develop non-infringing technology or obtain a license on
commercially reasonable terms, or at all.

We have obtained registration of "INFOSYS" as a trademark in India and in the
United States. We generally apply for trademarks and service marks to identify
our various service and product offerings.

Organizational structure

We hold minority interest in the following companies:

- - Yantra. We established Yantra as a company in Delaware, U.S.A. in May 1995,
by transferring the intellectual property rights to the Eagle (subsequently
renamed WMS Yantra) software application for warehouse management in
exchange for the common stock of Yantra. The company is based in Acton,
Massachusetts and provides enterprise software that gives companies control
over distributed orders and inventory. We currently hold 16% of the total
outstanding voting stock of Yantra. The remainder of the capital stock is
largely held by U.S. based venture investors and management. Because of our
current share ownership and our current intent not to provide any financial
support to Yantra, we have not recognized its performance in our financial
statements after October 20, 1998.

- - OnMobile Systems. We established OnMobile (formerly Onscan), or OnMobile,
as a company in Delaware, U.S.A. in May 2000, by transferring the
intellectual property rights to the Onscan software application for
web-enabled wireless notification systems in exchange for common and
preferred stock of OnMobile. OnMobile is based in Los Altos, California and
offers wireless solutions to enterprises and wireless carriers around the
world. The OnMobile solution allows wireless carriers to provide innovative
services to their customers and enterprises targeted at the mobile work
force. We currently own a voting interest of 9.7% in OnMobile. The
remainder of the capital stock is largely held by U.S. based venture
investors and management.

We have also made a number of strategic investments in private venture financed
companies. We typically make these investments based on the valuable experience
our IT professionals will gain in the niche technologies that these investee
companies work on. The aggregate value of such investments is $7.8 million.
During the year ended March 31, 2002, we invested $2.2 million in such
companies. A table detailing our strategic investments is set forth under the
caption "Notes to Financial Statements" on page 146 of our Annual Report for the
fiscal year ended March 31, 2002, and such information is incorporated herein by
reference.

We are also member of a consortium of companies named JASDIC Park Company. This
is a joint venture of several Japanese companies and three Indian companies,
including ours. Its primary objective is to provide high-quality software
services from India to the Japanese market. During fiscal 1999, we invested (Y)
24 million, or $0.18 million to strategically further our efforts to diversify
our geographic customer base.

Property, plants and equipment

Our principal campus, "Infosys City" is located at Electronics City, Bangalore,
India. Infosys City consists of approximately 2.1 million square feet of land
and 1.1 million square feet of operational facilities. The campus features:

- - 755,000 square feet of landscaped area;

- - 138 conference rooms;

- - An Education and Research unit consisting of 115,000 square feet of
facilities space, including a library, six class rooms and six training
rooms, computer-based learning and audio-visual aids, and over 70 faculty
rooms;

- - A Management Development Center consisting of 75,500 square feet of
facilities space, with 21 class rooms and 22 faculty rooms;

- - A world-class conference room with the capacity to simultaneously
video-conference 24 locations across the globe; and

- - Leisure facilities, including cafeterias, tennis courts, a miniature golf
course, a basketball court, a swimming pool, a company shop, a grocery
store and a meditation and health club;

- - A store selling Infosys branded merchandise and a grocery store.

Our software development facilities are equipped with a world-class technology
infrastructure that includes networked workstations, servers, data communication
links, video-conferencing and captive generators.

We have acquired some land parcels for various facilities, pursuant to long-term
leases with a purchase option, by entering into "conditional purchase
agreements" which are used by the State of Karnataka to make land available to
private companies for specific purposes. Under the conditional purchase
agreements, property is sold subject to a long-term (typically 25-year),
rental-free lease that transfers ownership to the buyer at the end of the period
provided that the buyer uses the land for specified purposes. These agreements
require us to use the various parcels for software development facilities.
Typically, we pay 99% of the purchase price at the time the agreement is signed
and pay the remaining 1% when the term is concluded. Land so acquired is shown
as a "conditional purchase" in the table below.

We have nine sales and marketing offices in the United States, four in India,
two in Australia and one each in Argentina, Belgium, Canada, Germany, France,
Hong Kong, Japan, Netherlands, Singapore, Sweden, Switzerland, the UAE and the
United Kingdom. We believe our facilities are optimally utilized. Appropriate
expansion plans are being planned and undertaken to meet our future growth.

Material plans to construct, expand and improve facilities

As of March 31, 2002, we had contractual commitments for capital expenditure of
$13.0 million. We intend to spend approximately $45.0 million on various capital
expenditures during the fiscal year ending March 31, 2003, which will be
financed from our internal accruals and existing cash balances.

Our most significant leased and owned properties are listed in the table below:

Building Land
--------------- --------------
Location Approx. Sq. ft. Approx Sq. ft. Ownership
- -------- --------------- -------------- ---------

Software Development Facilities
Bangalore (Infosys City), Karnataka 1,116,044 1,844,394 Conditional Purchase
305,139 Owned
Bangalore (B.T.M. Layout), Karnataka 11,300 -- Leased
Bangalore (Koramangala), Karnataka 22,000 -- Leased
Bangalore (Dickenson Road), Karnataka 7,000 -- Owned
Bangalore (J.P. Nagar), Karnataka 59,500 -- Leased
Bhubaneswar (Chandaka Industrial Park), Orissa 189,000 1,089,004 Conditional Purchase
Chennai (Sholinganallur), Tamil Nadu 198,000 577,608 Conditional Purchase
Hyderabad (Manikonda Village), Andhra Pradesh 135,800 1,306,805 Owned
Mangalore (Kottara), Karnataka 198,000 119,790 Owned
Mohali (S.A.S. Nagar Industrial Area), Chandigarh 21,000 -- Leased
Mysore (Hebbal Electronic City), Karnataka 378,450 9,452,992 Conditional Purchase
Pune (Hinjewadi), Maharashtra 333,497 1,089,004 Conditional Purchase
--------- ----------
Total 2,669,591 15,784,736
--------- ----------
Proposed Software Development Facilities

Bangalore (Infosys City), Karnataka 230,492 -- Owned
Chennai (Sholinganallur), Tamil Nadu 223,317 -- Conditional Purchase
Hyderabad (Manikonda Village), Andhra Pradesh 181,200 -- Owned
Mysore (Hebbal Electronic City), Karnataka 40,000 -- Conditional Purchase
Pune (Hinjewadi), Maharashtra 256,150 -- Conditional Purchase
--------- ----------
Total 931,159
--------- ----------
Proximity and Global Development Facilities
Berkeley Heights, New Jersey 17,000 -- Leased
Boston, Massachussetts 33,600 -- Leased
Chicago, Illinois 17,000 -- Leased
Croydon, England 10,000 -- Leased
Fremont, California 17,700 -- Leased
Phoenix, Arizona 4,000 -- Leased
Toronto, Ontario 20,500 -- Leased
--------- ----------
Total 119,800
--------- ----------
Other
Bangalore (J.P. Nagar Sarakki), Karnataka -- 16,553 Owned
Bangalore (Adarsh Gardens), Karnataka 78,700 -- Owned
Bhubaneswar (Jayadev Vihar Mouza), Orissa -- 293,334 Conditional Purchase
Mangalore (Kadri Kambala Crossroad), Karnataka 5,100 -- Owned
Mumbai (Vallabhai Patel Road), Maharashtra 13,620 -- Owned
Pune (Shanti Sadan Erandawane), Maharashtra 3,300 -- Owned
--------- ----------
Total 100,720 309,887
--------- ----------

Item 5: Operating and Financial Review and Prospects

Operating results

This information is set forth under the caption "Management's discussion and
analysis of financial condition and results of operations" on pages 129 through
140 of our Annual Report for the fiscal year ended March 31, 2002 and such
information is incorporated herein by reference.

Liquidity and Capital Resources

Research and development, patents and licenses, etc.

We have committed and expect to continue to commit in the future, a material
portion of resources to research and development. Efforts towards research and
development are focused on refinement of methodologies, tools and techniques,
implementation of metrics, improvement in estimation process and the adoption of
new technologies.

Our research and development expenses for the fiscal years ended March 31, 2002,
2001 and 2000 were $3.1 million, $3.6 million and $1.9 million, respectively.

Trend information

Management's Discussion and Analysis

Business Outlook for Fiscal 2003

We believe that the economic slowdown in the U.S. may affect our revenue growth
and operating results for fiscal 2003. The economic slowdown in the U.S. has
impacted the growth prospects of companies that are in the insurance, banking
and financial services and telecom segments.

Due to this slowdown, companies may cut their IT spending or postpone decisions
regarding new IT expenditures. Based on currently available information, we
expect our business outlook for the quarter ending June 30, 2002 and the fiscal
year ending March 31, 2003 to be as follows:

- - Net revenues expected to be between $141 million and $143 million for the
quarter ending June 30, 2002, and between $636 million and $654 million for
the fiscal year ending March 31, 2003

- - Earnings per ADS expected to be $0.32 for the quarter ending June 30, 2002,
and between $1.43 and $1.47 for the fiscal year ending March 31, 2003

The above expectations and projections are forward-looking statements. They are
based on currently available economic and financial information. Combined with
our operating plans and future uncertainties, actual results could differ
materially from those stated earlier. We do not undertake to update any
forward-looking statement that may be made from time to time by or on behalf of
us.

Item 6: Directors, Senior Management and Employees

Directors and senior management

Our policy in determining our executive officers for SEC reporting purposes has
traditionally been to include all statutory officers and all members of our
management council. As of April 1, 2002, in line with our growth and strategic
objectives, we divided our management council into two levels comprised of
senior executives and all other members. In accordance with this policy, our
directors and executive officers, which include only senior executives of our
management council, their respective ages and positions as of March 31, 2002 are
as follows:

Name Age Position
---- --- --------

N. R. Narayana Murthy 55 Chairman and Chief Mentor
Nandan M. Nilekani(4) 46 Chief Executive Officer, President and Managing Director
S. Gopalakrishnan 46 Chief Operating Officer and Deputy Managing Director, Head -
Customer Service and Technology
Deepak Satwalekar(1,2) 53 Independent director
Dr. Marti G. Subrahmanyam(1,2) 55 Independent director
Philip Yeo(1,3,4) 56 Independent director
Dr. Jitendra Vir Singh(1,3) 48 Independent director
Dr. Omkar Goswami(1,2) 45 Independent director
Larry Pressler(2,3) 59 Independent director
Rama Bijapurkar(2,4) 45 Independent director
Claude Smadja(2,3) 56 Independent director
K. Dinesh(4) 47 Director and Head - Human Resources Development, Information Systems,
Quality & Productivity and Communication Design Group
S. D. Shibulal(4) 47 Director and Head - Customer Delivery
T. V. Mohandas Pai 43 Director and Head - Finance and Administration and Chief Financial Officer
Phaneesh Murthy 38 Director and Head - Sales and Marketing and Communications and Products Services
Srinath Batni 47 Director and Head - Delivery (West North America)
Dr. P. Balasubramanian 52 Senior Vice President - Domain Competency Group
V. Balakrishnan 37 Company Secretary and Vice President - Finance
Girish Vaidya 51 Senior Vice President - Banking Business Unit
Hema Ravichandar 40 Senior Vice President - Human Resources Development
Dr. M. S. S. Prabhu 54 Senior Vice President - Engineering Services and Consultancy Practice

- ----------

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

(3) Member of the Nominations Committee

(4) Member of the Investors Grievance Committee

N. R. Narayana Murthy has been our Chairman and Chief Mentor since March 31,
2002. Mr. Murthy along with six software professionals founded our company in
1981 and has been our Chairman and Chief Executive Officer from inception to
March 30, 2002. In 2002, TIME/CNN named him among the "25 most influential
global executives". From 1992 to 1994, Mr. Murthy also served as the President
of the National Association of Software and Service Companies, or NASSCOM. Mr.
Murthy is on the Governing Council of the National Information Technology Task
Force of India and was voted "IT Man of the Year" for 1996 by Dataquest India.
In 1998, Mr. Murthy was awarded the prestigious J.R.D. Tata Corporate Leadership
Award. Since December 2000, he has been a director on the board of the Reserve
Bank of India, and since January 2001, the Chairman of the Bangalore
International Airport Limited. He is a Fellow of the All India Management
Association, or AIMA and the Computer Society of India, or CSI. Mr. Murthy is a
member of the Prime Minister's Council on Trade and Industry (India), the Asian
Executive Board at the Wharton Business School and the Board of Councilors at
the University of Southern California School of Engineering. He is a member of
the Board of Advisors for the William F. Achtmeyer Center for Global Leadership
at the Tuck School of Business. Mr. Murthy has won several awards such as Nikkei
Asia Award, the Wharton School Dean's Medal and the 2001 Freedom Prize by the
Max Schmidheiny Foundation (St. Gallen). Mr. Murthy received a B.E. in
Electrical Engineering from the University of Mysore and an M.Tech. from the
Indian Institute of Technology, or IIT, Kanpur.

Nandan M. Nilekani co-founded our company and has been our Chief Executive
Officer, President and Managing Director since March 31, 2002. Prior to this,
Mr. Nilekani has been our director since 1981. Since February 1999, he has also
been our Managing Director, President and Chief Operating Officer. Mr. Nilekani
was our Head - Marketing and Sales since 1987, Head - Banking Business Unit
since 1997. From 1981 to 1987, Mr. Nilekani was in the United States managing
our marketing and development efforts. Mr. Nilekani is a co-founder of NASSCOM
as well as the Bangalore Chapter of The IndUS Entrepreneurs (TiE). Mr. Nilekani
serves on the London Business School's Asia Pacific Regional Advisory Board. In
addition, he is a member of the Global Advisory Council of the Conference Board,
an international research and business membership organization. He is the
Co-chairman of the Business Leaders Dialogue of the Initiative for Social
Innovation through Business (ISIB) at the Aspen Institute. He also serves as the
Co-chairman of the Advisory Board of the IIT Bombay Heritage Fund. Mr. Nilekani
has been involved in various initiatives of the central and state governments.
He is the Chairman of the Bangalore Agenda Task Force set up by the Karantaka
state government. He is also a member of the steering committee on
communications & information on the Planning Commission of the Government of
India, for the formulation of the tenth Five Year Plan. In addition, Mr.
Nilekani has served as a member of the sub-committee of the Securities and
Exchange Board of India that dealt with issues related to insider trading, and
as a member of the Reserve Bank of India's Advisory Group on Corporate
Governance. He received a B.Tech. in Electrical Engineering from IIT, Bombay in
1978, and received the Institute's distinguished alumnus award in 1999.

Deepak M. Satwalekar has been our Director since October 1997. He is the
Managing Director of HDFC Standard Life Insurance Company Limited. From 1993 to
2000, he was Managing Director of Housing Development Finance Corporation Ltd.,
or HDFC, and was Deputy Managing Director between 1990 and 1993. He is currently
a director on the boards of HDFC Ltd., HDFC Bank Ltd., Tube Investments of India
Ltd. and Chemplast Sanmar Ltd. Mr. Satwalekar has been a consultant to the World
Bank and the Asian Development Bank, and is a member on the governing council of
various management and educational institutions. Mr. Satwalekar serves on the
Advisory Council of IIT, Bombay. He is on several industry and government expert
groups. Mr. Satwalekar received a B.Tech. in Mechanical Engineering from IIT
Bombay and an M.B.A. from American University.

Dr. Marti G. Subrahmanyam has served as our Director since April 1998. He has
served as the Charles E. Merrill Professor of Finance and Economics at the Stern
School of Business at New York University since 1991, and has been a visiting
professor at leading academic institutions in England, France, Germany and India
including, INSEAD, and Churchill College, Cambridge University. He is a director
of ICICI Ltd. and Nomura Asset Management (U.S.A.) Inc. Dr. Subrahmanyam has
served or currently serves as an associate editor/editor of several leading
academic journals in finance. He received a B.Tech. from IIT Madras, a Diploma
in Business Administration from IIM Ahmedabad and a Ph.D. in Finance and
Economics from the Massachusetts Institute of Technology.

Philip Yeo has been our Director since October 1999. Mr. Yeo has served as the
Co-Chairman of the Singapore Economic Development Board since February 2001, and
as Chairman of Singapore's National Science and Technology Board since February
2001. Mr. Yeo was the first Chairman of Singapore's National Computer Board from
1981 to 1987. Mr. Yeo joined the Administrative Service in 1970 and served in
the Ministry of Defence where he held several appointments including the
appointment of Permanent Secretary for logistics, technology research &
development and defence industries up to January 1986. He retired from the
Administrative Service on March 31, 1999. Mr. Yeo graduated in 1970 in Applied
Science in Industrial Engineering from the University of Toronto, Canada under a
Colombo Plan Scholarship. He later obtained a Master of Science in Systems
Engineering from the University of Singapore in 1974. In 1976, he obtained a MBA
from Harvard University, under a Fulbright scholarship. He is the recipient of
many international awards, and was conferred an honorary Doctorate in
Engineering from the University of Toronto.

Dr. Jitendra Vir Singh has been our Director since October, 2000. Dr. Singh is
Saul P. Steinberg Professor of Management at the Wharton School, University of
Pennsylvania. He was earlier Vice Dean - International Academic Affairs at the
Wharton School between 1998 and 2001. Prior to that, Dr. Singh was Director of
the Emerging Economies Program at Wharton from 1996 to 1998. From 1991 to 1995,
he was Research Director - Entrepreneurship at the Sol C. Snider Entrepreneurial
Center at Wharton. Prof. Singh has been a faculty member at Wharton since 1987.
Prior to that, he was an Associate Professor in the Rotman School of Business,
University of Toronto in Canada. Dr. Singh serves as advisor for several high
technology start up firms. He received his Ph.D. from Stanford Business School
in 1983. In 1991, he received an M.A. from University of Pennsylvania. Dr. Singh
received his MBA from the Indian Institute of Management, Ahmedabad, India in
1975 and his B.Sc. from Lucknow University, India in 1972.

Dr. Omkar Goswami has been our Director since November, 2000. He has been
working as Senior Consultant and Chief Economist to the Confederation of Indian
Industry since August 1998. Prior to that, from March 1997 through July 1998,
Dr. Goswami was the Editor of Business India magazine. He was a research
professor at Oxford University, Delhi School of Economics, Harvard, Tufts,
Jawaharlal Nehru University, Rutgers University and the Indian Statistical
Institute, New Delhi between 1981 and 1997. Dr. Goswami has served on several
government committees and has also been a consultant to the World Bank, the
International Monetary Fund, the Asian Development Bank and the Organization for
Economic Co-operation and Development. He is a director on the board of Dr.
Reddy's Laboratories and DSP Merrill Lynch. Dr. Goswami received his Masters in
Economics from the Delhi School of Economics in 1978 and his D.Phil. (Ph.D.)
from Oxford in 1982.

Larry Pressler has served as our Director since January 9, 2001. He is a Senior
Partner in the Washington, D.C. law firm of O'Connor & Hannan LLP, and chairs
the law firm's Telecommunications and Business Group. Prior to that, from 1974
to 1997, he was Member of U.S. Congress, with 18 years in the U.S. Senate. He
was Chairman of the Senate Commerce, Science and Transportation Committee and
was the author of the Telecommunications Act of 1996 among others. He has also
worked with McKinsey & Company, and spent three years as a government lawyer in
the U.S. State Department Legal Advisor's Office. Senator Pressler is a former
Rhodes Scholar and graduate of Oxford University and Harvard Law School.
Currently, Senator Pressler serves on the boards of directors of Global Light
Telecommunications Inc. and Customerlinx. He also serves on the boards of
advisors of several companies in the pharmaceutical, telecommunications and
financial sectors.

Rama Bijapurkar has served as our Director since March, 2001. Prior to that,
from 1995 to 1997, Ms. Bijapurkar worked with McKinsey and Company as a Senior
Marketing Consultant. From 1989 to 1995 she was the Deputy Managing Director of
MARG Marketing and Research Group and worked between 1982 and 1987 with MODE
Services, which she co-founded. She is a recognized thought leader on marketing
strategy and consumer related issues in India. She has her own strategic
marketing consulting practice working across a wide range of sectors helping
organizations become more consumer focused. Ms. Bijapurkar serves on the boards
of Titan Watches Ltd., Godrej Consumer Products Ltd. and CRISIL Ltd. In
addition, she is a visiting faculty at IIM Ahmedabad. She is an alumna of IIM
Ahmedabad and holds a B.Sc. Honors degree in Physics from the Delhi University.

Claude Smadja has been our Director since October, 2001. He is President of
Smadja & Associates: Strategic Advisory, a firm advising global corporations and
governments on strategic issues, global trends and their implications on
policies. His portfolio of responsibilities included, among other domains,
direct responsibility for the World Economic Forum's Annual Meeting in Davos and
its activities in Asia, especially direct responsibility for organizing the
yearly East Asia Economic Summit. Between January 1996 and April 2001, he had
been the Managing Director of the World Economic Forum. Prior to that, Mr.
Smadja had been Director for the News and Current Affairs Department of the
Swiss Broadcasting Corporation in Geneva for three years and a Senior Advisor to
the World Economic Forum. He had been associated with the World Economic Forum
from June 1987 to January 1993 as a Director and Member of the Executive Board.
He is also on the board of several corporations in Switzerland and abroad, and
is the Chairman of the International Board of Overseers at the Illinois
Institute of Technology.

S. Gopalakrishnan is a co-founder of our company and has been our Director from
1981 to 1987, and since 1994. Mr. Gopalakrishnan is currently our Chief
Operating Officer, Deputy Managing Director and Head - Customer Service and
Technology. From 1987 to 1994, he was Technical Vice President and managed all
projects at the U.S.-based KSA/Infosys, a former joint venture between our
company and Kurt Salmon Associates. In addition to being our Deputy Managing
Director, Mr. Gopalakrishnan has been Head of Technical Support Services from
1994 to 1996 and Head - Client Delivery and Technology from 1996 to 1999. Mr.
Gopalakrishnan received an M.Sc. in Physics and an M.Tech. in Computer Science
from IIT, Madras.

K. Dinesh is a co-founder of our company and has been our Director since 1985.
He is currently our Director and Head - Human Resources Development, Information
Systems, Quality and Productivity and Communication Design Group. From 1996 to
2001, he was our Head - Quality, Productivity and MIS. From 1991 to 1996, Mr.
Dinesh served in various project management positions and was responsible for
our worldwide software development efforts. From 1981 to 1990, he managed our
projects in the United States. Mr. Dinesh received an M.Sc. degree in
Mathematics from Bangalore University in 1979.

S. D. Shibulal is a co-founder of our company and has been our Director from
1984 to 1991, and from 1997 to present. He is currently our Director and Head -
Customer Delivery. Prior to that, from 1998 he was Head - Manufacturing,
Distribution and Year 2000 Business Unit, and Head - Internet and Intranet
Business Unit. From 1991 to 1996, Mr. Shibulal was on sabbatical and served as
Senior Information Resource Manager at Sun Microsystems. From 1981 to 1991, he
worked for our company in the United States on projects in the retail and
manufacturing industries. He is also a director on the board of OnMobile Systems
Inc., U.S.A. and Progeon Ltd. Mr. Shibulal received an M.Sc. degree in Physics
from the University of Kerala and an M.S. degree in Computer Science from Boston
University.

T. V. Mohandas Pai has been our Director, Head - Finance and Administration and
Chief Financial Officer since May 2000. From 1996 to May 2000 he was our Senior
Vice President, Head - Finance and Administration and Chief Financial Officer.
From 1994 to 1996, he served as our Vice President of Finance. From 1988 to
1994, Mr. Pai was Executive Director of Prakash Leasing Ltd. He is also a
director on the board of Progeon Ltd. Mr. Pai received a B.Com. from St.
Joseph's College of Commerce, Bangalore and an LL.B. from the University Law
College, Bangalore. Mr. Pai is a Fellow Member of the Institute of Chartered
Accountants of India.

Phaneesh Murthy has been our Director since May 2000. He is currently our
Director and Head - Sales and Marketing and Communications and Product Services.
From 1999, he was Head - Sales and Marketing. From 1996 to May 2000, he was our
Senior Vice President and Head - Worldwide Sales. From 1992 to 1996, Mr. Murthy
worked for us as our Marketing Manager and was based in the United States. From
1987 to 1992, he worked in sales and marketing for Sonata Software Ltd. Mr.
Murthy is also a director on the board of Progeon Ltd. and Workadia, Inc. Mr.
Murthy received a B.Tech. in Mechanical Engineering from IIT Madras and a post
graduate diploma in business administration from IIM Ahmedabad.

Srinath Batni has been our Director since May 2000. He is currently our Director
and Head - Delivery (West North America). From 1996 to 2000 he was our Senior
Vice President and Head - Retail and Telecommunications Business Unit. He has
worked with us in various capacities since joining us as a Project Manager in
1992. From 1990 to 1992, he was Manager of Technical Support for PSI Bull. Mr.
Batni received a B.E. in Mechanical Engineering from Mysore University and an
M.E. in Mechanical Engineering from the Indian Institute of Science, Bangalore.

Dr. P. Balasubramanian has been our Senior Vice President - Domain Competency
Group since 1999. Prior to that, from 1995 to 1999 he was our Senior Vice
President and Head - Financial Services and Transportation Business Unit. From
1992 to 1994, he was a Technical Director of Hitek Software Engineers Ltd., and
its Chief Executive Officer from 1989 to 1992. From 1986 to 1989, Dr.
Balasubramanian was Chief Executive Officer of Cholamandalam Software Ltd. Dr.
Balasubramanian received a B.Tech. and an M.Tech. from IIT Madras and a Ph.D. in
Operations Research and Financial Management from Purdue University.

V. Balakrishnan has been our Company Secretary and Vice President - Finance
since April, 2001. Prior to that, from 1999 to January 2001, he was our
Associate Vice President - Finance. He has served in various capacities in the
Finance department of our company since he joined us in 1991. Prior to that, he
was Senior Accounts Executive for Amco Batteries Ltd. Mr. Balakrishnan received
a B.Sc. from the University of Madras and is an Associate Member of the
Institute of Chartered Accountants of India, a Member of the Institute of
Company Secretaries of India and an Associate Member of the Institute of Cost &
Works Accountants of India.

Girish Vaidya has served as our Senior Vice President - Banking Business Unit
since April 1999. Prior to that, Mr. Vaidya was Director and Head - Operations,
India for ANZ Grindlays with whom he worked from 1975 through March 1999. Mr.
Vaidya received a B.E. from S.P College of Engineering, Mumbai in 1973 and a
Post Graduate Diploma in Management from IIM Calcutta in 1975.

Hema Ravichandar has been our Senior Vice President - Human Resources
Development since 1998. From 1996 to 1998, Ms. Ravichandar was an independent
consultant. From 1992 to 1995, she was our Head - Human Resources. From 1983 to
1992, Ms. Ravichandar was Deputy Manager - Human Resource Development at Motor
Industries Company Ltd. Ms. Ravichandar received a B.A. in Economics and a Post
Graduate Diploma in Management from IIM Ahmedabad.

Dr. M. S. S. Prabhu has been our Senior Vice President - Engineering Services
and Consultancy Practice since 1997. From 1994 to 1997, Dr. Prabhu was head of
the CAD/CAM group at Tata Consultancy Services. From 1972 to 1994, he served in
various capacities for the Indian Satellite Research Organization. Dr. Prabhu
received a B.E. in Civil Engineering from Bangalore University and a Ph.D. in
Aeronautical Engineering from the Indian Institute of Science, Bangalore.

Compensation

In fiscal 2002, our eight non-employee directors were paid an aggregate of
$200,000. Directors who are also employees do not receive any additional
compensation for their service on the board of directors. Directors are also
reimbursed for certain expenses in connection with their attendance at board and
the committee meetings.

The table below describes the compensation for our officers and directors, for
the fiscal year ended March 31, 2002.

Annual compensation awards Stock options
-------------------------------------------------------------------------------------------------------

No. of Options No. of Options
Other Annual granted during Grant price granted during Grant Price
Name Salary Bonus Compensation the year (1999 ESOP) the year (1998 ESOP)
- ---- ------ ----- ------------ -------------- ----------- --------------- ------------

N. R. Narayana Murthy $ 17,667 -- $ 20,593 -- -- -- --
Nandan M. Nilekani 17,667 -- 19,047 -- -- -- --
S. Gopalakrishnan 17,667 -- 18,440 -- -- -- --
K. Dinesh 17,667 -- 20,648 -- -- -- --
S. D. Shibulal 17,667 -- 15,900 -- -- -- --
Deepak M. Satwalekar -- -- 25,000 7,000 $ 65.85 -- --
Ramesh Vangal(1) -- -- 14,178 7,000(2) 65.85 -- --
Dr. Marti G. Subrahmanyam -- -- 25,000 6,000 65.85 -- --
Philip Yeo -- -- 25,000 3,000 65.85 -- --
Dr. Jitendra Vir Singh -- -- 25,000 2,000 65.85 -- --
Dr. Omkar Goswami -- -- 25,000 2,000 65.85 -- --
Larry Pressler -- -- 25,000 2,000 65.85 -- --
Rama Bijapurkar -- -- 25,000 2,000 65.85 -- --
Claude Smadja -- -- 10,822 -- -- -- --
T. V. Mohandas Pai 19,956 -- 15,486 -- -- -- --
Phaneesh Murthy 253,022 150,000 -- -- -- -- --
Srinath Batni 17,933 -- 13,485 -- -- -- --
Dr. P. Balasubramaniam 15,327 -- 22,186 -- -- -- --
V. Balakrishnan 12,120 -- 20,410 2,000 61.78 -- --
Girish Vaidya 17,157 -- 23,218 3,000 61.78 -- --
Hema Ravichandar 12,535 -- 15,973 -- -- -- --
Dr. M. S. S. Prabhu 14,478 -- 15,842 -- -- -- --

Stock options
-------------------------------
Amount
accrued for
Expiration long term
Name date benefits
- ---- ---------- -----------

N. R. Narayana Murthy -- $5620
Nandan M. Nilekani -- 5,620
S. Gopalakrishnan -- 5,620
K. Dinesh -- 5,620
S. D. Shibulal -- 5,620
Deepak M. Satwalekar Apr 11, 2010 --
Ramesh Vangal(1) Apr 11, 2010 --
Dr. Marti G. Subrahmanyam Apr 11, 2010 --
Philip Yeo Apr 11, 2010 --
Dr. Jitendra Vir Singh Apr 11, 2010 --
Dr. Omkar Goswami Apr 11, 2010 --
Larry Pressler Apr 11, 2010 --
Rama Bijapurkar Apr 11, 2010 --
Claude Smadja -- --
T. V. Mohandas Pai -- 6,348
Phaneesh Murthy -- 1,625
Srinath Batni -- 5,704
Dr. P. Balasubramaniam -- 4,876
V. Balakrishnan Oct 29, 2011 3,855
Girish Vaidya Oct 29, 2011 5,458
Hema Ravichandar -- 3,987
Dr. M. S. S. Prabhu -- 4,605

- ----------

(1) Retired on October 24, 2001

(2) Forfeited on October 24, 2001

Board composition

Our Articles of Association provide that the minimum number of directors shall
be three and the maximum number of directors shall be 18. Currently, we have 16
directors. Our Articles of Association and the Indian Companies Act require that
at least two-thirds of our directors be subject to retirement by rotation.
One-third of these directors must retire from office at each Annual General
Meeting of the shareholders. A retiring director is eligible for re-election.
Our executive directors are appointed for five-year terms by the shareholders.
They customarily retire every three years and are eligible for re-election at
that time. Our Articles of Association also provide that our Chairman, Mr. N. R.
Narayana Murthy, is not required to retire by rotation so long as he and his
family together hold at least 5% of our voting shares. Executive directors are
required to retire at age 60 in accordance with our employee retirement
policies. Other board members must retire from the board at age 65.

Our board has reappointed Messrs. N. R. Narayana Murthy, Nandan M. Nilekani and
K. Dinesh as directors for a term of five years, which ends on April 30, 2007,
and reappointed Mr. S. D. Shibulal as director for a term of five years, which
ends on January 9, 2007. Their proposed reappointments are subject to the
approval of our stockholders at our Annual General Meeting of our stockholders
scheduled to take place on June 8, 2002. The terms of each of our directors and
their expiration dates are provided in the table below:

Expiration of current
Name term of office Term of office
---- --------------------- --------------

N. R. Narayana Murthy April 30, 2007 5 years
Nandan M. Nilekani April 30, 2007 5 years
S. Gopalakrishnan October 17, 2004 5 years
K. Dinesh April 30, 2007 5 years
S. D. Shibulal January 09, 2007 5 years
T. V. Mohandas Pai May 26, 2005 5 years
Phaneesh Murthy May 26, 2005 5 years
Srinath Batni May 26, 2005 5 years
Deepak M. Satwalekar -- Retirement by rotation
Dr. Marti G. Subrahmanyam -- Retirement by rotation
Philip Yeo -- Retirement by rotation
Dr. Jitendra Vir Singh -- Retirement by rotation
Dr. Omkar Goswami -- Retirement by rotation
Larry Pressler -- Retirement by rotation
Rama Bijapurkar -- Retirement by rotation
Claude Smadja -- Retirement by rotation

Option Grants

There were no option grants to our Chairman, CEO, or our COO in the fiscal years
ended March 31, 2002, 2001 and 2000. Details of options granted to other senior
executives are reported elsewhere in this Item 6 in the section titled
"Compensation."

Option Exercises and Holdings

Our Chairman, CEO and COO did not exercise or hold any options during the fiscal
year ended March 31, 2002. The details of stock options held and exercised with
respect to other senior executives are reported elsewhere in this Item 6 in the
section titled "Share Ownership."

Employment and Indemnification Contracts

Under the Indian Companies Act, our shareholders must approve the salary, bonus
and benefits of all employee directors at an Annual General Meeting of
shareholders. Each of our employee directors has signed an agreement containing
the terms and conditions of employment, including a monthly salary, performance
bonus and benefits including vacation, medical reimbursement and pension fund
contributions. These agreements are made for a five-year period, but either we
or the employee director may terminate the agreement upon six months notice to
the other party.

We also have entered into agreements to indemnify our directors and officers for
claims brought under U.S. laws to the fullest extent permitted by Indian law.
These agreements, among other things, indemnify our directors and officers for
certain expenses, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
Infosys Technologies Limited, arising out of such person's services as our
director or officer.

Board committee information

Details relating to our board committees listed below are on pages 94 through 96
of our Annual Report for the fiscal year ended March 31, 2002 and are
incorporated herein by reference.

- - Audit committee;

- - Compensation committee;

- - Nominations committee; and

- - Investors grievance committee

Employees

As of March 31, 2002, we had approximately 10,740 employees, including 9,400 IT
professionals. We seek to attract and motivate IT professionals by offering:

- - an entrepreneurial environment that empowers IT professionals;

- - programs that recognize and reward performance;

- - challenging assignments;

- - constant exposure to new skills and technologies; and

- - a culture that emphasizes openness, integrity and respect for the employee.

Recruiting

We focus our recruiting on the top 20% of students from engineering departments
of Indian schools and rely on a rigorous selection process involving a series of
tests and interviews to identify the best applicants. Our reputation as a
premier employer enables us to select from a large pool of qualified applicants.
For example, in fiscal 2002, we received approximately 193,640 applications,
interviewed approximately 6,730 applicants and extended job offers to
approximately 1,710, of whom approximately 1,550 accepted.

Performance Appraisals

We use a 360-degree appraisal system in addition to our proprietary performance
appraisal methodology to appraise each employee and to provide him or her
feedback and set objectives for career development.

Training and Development

We spend significant resources on training and continuing education. We employ
57 faculty members, including 39 with doctorate or master's degrees. The faculty
conducts three-month training sessions for new recruits and a variety of
two-week continuing education courses in technology and management skills for
all employees. We have recently set up a 200-acre campus at Mysore, India, which
we call the Infosys Leadership Institute, to prepare our employees to face the
complexities of the rapidly changing marketplace, and to influence work culture
through leadership training.

Compensation

Our IT professionals receive competitive salaries and benefits and are eligible
to participate in our stock option plans. We have also adopted a performance
incentive plan to link our performance as a company and compensation for each
employee.

Share ownership

The following table sets forth as of March 31, 2002, for each director and
executive officer, the total number of equity shares, ADSs and options to
purchase equity shares and ADSs exercisable within 60 days from March 31, 2002.
Beneficial ownership is determined in accordance with rules of the Securities
and Exchange Commission. All information with respect to the beneficial
ownership of any principal shareholder has been furnished by such shareholder
and, unless otherwise indicated below, we believe that persons named in the
table have sole voting and sole investment power with respect to all the shares
shown as beneficially owned, subject to community property laws, where
applicable. The shares beneficially owned by the directors include the equity
shares owned by their family members to which such directors disclaim beneficial
ownership.

For the convenience of the readers, the stock option grant price has been
translated into U.S. dollars based on the noon buying rate in the City of New
York on March 29, 2002, for cable transfers in Indian rupees as certified for
customs purposes by the Federal Reserve Bank of New York which was Rs. 48.83 per
$1.00. The share numbers and percentages listed below are based on 66,186,130
equity shares outstanding as of March 31, 2002. Amounts representing less than
1% are indicated with an "*".

Equity Shares % of equity
Name shares underlying
beneficially beneficially options Equity Exercise Date of
owned owned granted Shares price Expiration
- ----- ------------- ----------- ------ -------- ----------

N. R. Narayana Murthy(1) 4,819,400 7.28 -- -- --
Nandan M. Nilekani(2) 3,295,900 4.98 -- -- --
S. Gopalakrishnan (3) 3,180,000 4.80 -- -- --
K. Dinesh(4) 2,333,400 3.53 -- -- --
S. D. Shibulal(5) 2,112,000 3.19 -- -- --
T. V. Mohandas Pai * * -- -- --
Phaneesh Murthy * * -- -- --
Srinath Batni * * -- -- --
Deepak Satwalekar * * -- -- --
Dr. Marti G. Subrahmanyam * * -- -- --
Philip Yeo * * -- -- --
Dr. Jitendra Vir Singh * * -- -- --
Dr. Omkar Goswami * * -- -- --
Larry Pressler * * -- -- --
Rama Bijapurkar * * -- -- --
Claude Smadja * * -- -- --
Dr. P. Balasubramanian * * -- -- --
V. Balakrishnan * * -- -- --
Girish Vaidya * * -- -- --
Hema Ravichandar * * -- -- --
Dr. M. S. S. Prabhu * * -- -- --
Total 15,740,700 23.78

- ----------

(1) Shares beneficially owned by Mr. Murthy include 4,255,000 Equity Shares
owned by members of Mr. Murthy's immediate family. Mr. Murthy disclaims
beneficial ownership of such shares.

(2) Shares beneficially owned by Mr. Nilekani include 1,905,000 Equity Shares
owned by members of Mr. Nilekani's immediate family. Mr. Nilekani disclaims
beneficial ownership of such shares.

(3) Shares beneficially owned by Mr. Gopalakrishnan include 2,141,160 Equity
Shares owned by members of Mr. Gopalakrishnan's immediate family. Mr.
Gopalakrishnan disclaims beneficial ownership of such shares.

(4) Shares beneficially owned by Mr. Dinesh include 1,570,200 Equity Shares
owned by members of Mr. Dinesh's immediate family. Mr. Dinesh disclaims
beneficial ownership of such shares.

(5) Shares beneficially owned by Mr. Shibulal include 1,702,080 Equity Shares
owned by members of Mr. Shibulal's immediate family. Mr. Shibulal disclaims
beneficial ownership of such shares.

The following table sets forth the options to purchase securities granted to
executive officers and directors that were outstanding as of March 31, 2002

Weighted average Expiration
Class of securities Total securities exercise price dates
- ------------------- ---------------- ---------------- ----------

Equity shares 24,101 $ 85.42 Nov 2003-Oct 2011
American Depositary Shares 49,778 $ 25.93 Nov 2003-Oct 2011

Option plans

1994 Employees Stock Offer Plan

In September 1994, we established our 1994 Employees Stock Offer Plan, or the
1994 Plan, which provided for the issue of 6,000,000 warrants, as adjusted, to
eligible employees. The warrants were issued to an employee welfare trust (the
"Trust"). In 1997, in anticipation of a share dividend to be declared by us, the
Trust exercised all warrants held by it and converted them into equity shares.
As and when the Trust issued options/stock to eligible employees, the difference
between the market price and the exercise price was accounted as deferred stock
compensation expense and amortized over the vesting period. Such amortized
deferred compensation expense was $5,009,772, $5,081,795 and $5,117,635 in the
fiscal 2002, 2001 and 2000, respectively. The 1994 plan lapsed in fiscal 2000
and, consequently, no further shares will be issued to employees under this
plan.

1998 Stock Option Plan

Our 1998 Stock Option Plan, or the 1998 stock plan, provides for the grant of
two types of options to our employees and directors: incentive stock options,
which may provide our employees with beneficial tax treatment, and non-statutory
stock options. The 1998 stock plan was approved by our board of directors in
December 1997, and by our shareholders in January 1998. Unless terminated sooner
by our board of directors, the 1998 stock plan will terminate automatically in
January 2008. A total of 1,600,000 ADSs, representing 800,000 equity shares, are
currently reserved for issuance under the 1998 stock plan. All options granted
under the 1998 stock plan will be exercisable for our ADSs.

Our compensation committee comprising of the board of directors administers the
1998 stock plan. The committee has the power to determine the terms of the
options granted, including exercise prices, the number of ADSs subject to each
option, the exercisability thereof, and the form of consideration payable upon
such exercise. In addition, the committee has the authority to amend, suspend,
or terminate the 1998 stock plan, provided that no such action may affect any
ADS previously issued and sold or any option to purchase an ADS previously
granted under the 1998 stock plan.

The 1998 stock plan generally does not allow for transfer of options, and only
the optionee may exercise an option during his or her lifetime. An optionee
generally must exercise an option within three months of termination of service.
If an optionee's termination is due to death or disability, his or her option
will fully vest and become exercisable and the option must be exercised within
twelve months after such termination. The exercise price of incentive stock
options granted under the 1998 stock plan must at least equal the fair market
value of the ADSs on the date of grant. The exercise price of nonstatutory stock
options granted under the 1998 stock plan must at least equal 90% of the fair
market value of the ADSs on the date of grant. The term of options granted under
the 1998 stock plan may not exceed 10 years.

The 1998 stock plan provides that in the event of our merger with or into
another corporation or a sale of substantially all of our assets, the successor
corporation shall either assume the outstanding options or grant equivalent
options to the holders. If the successor corporation neither assumes the
outstanding options nor grants equivalent options, such outstanding options
shall vest immediately, and become exercisable in full.

1999 Stock Option Plan

In fiscal 2000, we instituted the 1999 Stock Option Plan, or the 1999 Plan. The
stockholders and the board of directors approved the 1999 Plan in June 1999. The
1999 Plan provides for the issue of 6,600,000 equity shares to employees. The
1999 Plan is administered by a compensation committee comprising five members,
all of who are independent directors on the board of directors. Under the 1999
Plan, options will be issued to employees at an exercise price, which shall not
be less than the Fair Market Value, or FMV. Under the 1999 Plan, options may
also be issued to employees at exercise prices that are less than FMV only if
specifically approved by our members in a General Meeting. All options under the
1999 plan are exercised for equity shares.

The 1999 Plan generally does not allow for transfer of options, and only the
optionee may exercise an option during his or her lifetime. An optionee
generally must exercise an option within three months of termination of service.
If an optionee's termination is due to death or disability, his or her option
will fully vest and become exercisable and the option must be exercised within
twelve months after such termination. Unless a prior shareholder approval has
been obtained, the exercise price of stock options granted under the 1999 Plan
must at least equal the fair market value of the equity shares on the date of
grant.

The 1999 Plan provides that in the event of our merger with or into another
corporation or a sale of substantially all of our assets, the successor
corporation shall either assume the outstanding options or grant equivalent
options to the holders. If the successor corporation neither assumes the
outstanding options nor grants equivalent options, such outstanding options
shall vest immediately, and become exercisable in full.

Item 7: Major Shareholders and Related Party Transactions

Major shareholders

The following table sets forth certain information regarding the beneficial
ownership of our equity shares as of March 31, 2002, of each person or group
known by us to own beneficially 5% or more of the outstanding equity shares.

Beneficial ownership is determined in accordance with rules of the SEC and
includes voting and investment power with respect to such shares. Shares subject
to options that are currently exercisable or exercisable within 60 days of March
31, 2002 are deemed to be outstanding and to be beneficially owned by the person
holding such options for the purpose of computing the percentage ownership of
such person, but are not deemed to be outstanding and to be beneficially owned
for the purpose of computing the percentage ownership of any other person. All
information with respect to the beneficial ownership of any principal
shareholder has been furnished by such shareholder and, unless otherwise
indicated below, we believe that persons named in the table have sole voting and
sole investment power with respect to all the shares shown as beneficially
owned, subject to community property laws, where applicable. The number of
shares and percentage ownership are adjusted to reflect our 2-for-1 stock splits
in 1998, 1999 and 2000, and are based on 66,186,130 equity shares outstanding as
of March 31, 2002.

No of shares No of shares No of shares
Name of the Class of beneficially % of beneficially % of beneficially % of
beneficial owner security held(1,2) class held(1,2) class held(1,2) class
- ---------------- -------- ------------ ----- ------------ ------ ------------- -----
March 31, 2002 March 31, 2001 March 31, 2000
----------------------- ----------------------- -----------------------

N. R. Narayana Murthy Equity shares 4,819,400 7.28 4,906,400 7.42 4,931,300 7.45
Nandan M. Nilekani Equity shares 3,295,900 4.98 3,331,900 5.04 3,334,900 5.04
Emerging Markets
Growth Fund Inc. Equity shares 4,046,080 6.11 3,335,820 5.04 2,905,830 4.39
Government of Singapore Equity shares 2,484,655 3.75 3,625,402 5.48 408,800 0.62
Shareholding of all directors and
officers as a group (21 persons)(3) 16,198,635 24.20

- ----------
1. Shares beneficially owned by Mr. Murthy include 4,255,000 Equity Shares
owned by members of Mr. Murthy's immediate family. Mr. Murthy disclaims
beneficial ownership of such shares.

2. Shares beneficially owned by Mr. Nilekani include 1,905,000 Equity Shares
owned by members of Mr. Nilekani's immediate family. Mr. Nilekani disclaims
beneficial ownership of such shares.

3. Comprised of 405,545 shares owned by non-founder directors and officers and
52,390 options that are currently exercisable or exercisable within 60 days
of March 31, 2002 by our various officers and directors. These have been
deemed to be outstanding and to be beneficially owned by the person holding
such options for calculating the total shareholding of all directors and
officers as a group. Accordingly, the percentage ownership of the group is
calculated on a base of 66,934,800 equity shares which includes 748,670
options that are currently exercisable or exercisable by all employees
within 60 days of March 31, 2002.

Our American Depositary Shares are listed on the NASDAQ National Market. Each
ADS represents one-half of one equity share of par value Rs. 5 per share. Our
ADSs are registered pursuant to Section 12(g) of the Securities Exchange Act of
1934 and, as of March 31, 2002 are held by approximately 10,500 holders of
record in the United States.

Our equity shares can be held by Foreign Institutional Investors, or FIIs,
Overseas Corporate Bodies, or OCBs, and Non-resident Indians, or NRIs, who are
registered with the Securities and Exchange Board of India, or SEBI, and the
Reserve Bank of India, or RBI. Currently over 37.24% of our equity shares are
held by these FIIs, OCBs and NRIs of which some of them may be residents or
bodies corporate registered in the United States and elsewhere. We are not aware
of which FIIs, OCBs and NRIs hold our equity shares as residents or as corporate
entities registered in the United States.

Our major shareholders do not have differential voting rights with respect to
their equity shares. To the best of our knowledge, we are not owned or
controlled directly or indirectly by any government or by any other corporation.
We are not aware of any arrangement, the operation of which may at a subsequent
date result in a change in control.

Related party transactions

We believe that all transactions described in this section are on no less
favorable terms to us than on terms that could be obtained from disinterested
third parties.

Yantra Corporation

We established Yantra as a company in Delaware, U.S.A. in December 1996, by
transferring the intellectual property rights to the Eagle (subsequently renamed
WMSYantra) software application for warehouse management in exchange for the
common stock of Yantra. Yantra is based in Acton, Massachusetts and provides
enterprise software that gives companies control over distributed orders and
inventory. In this transaction, Yantra also granted us a non-exclusive right to
reproduce, distribute and service the product to the extent necessary to fulfill
our pre-existing contractual obligations for the product. We received 7,500,000
shares of common stock of Yantra, which had a fair market value of $0.20 per
share, in consideration for this transaction.

In September 1997, we purchased 2,000,000 shares of series A preferred stock of
Yantra at $0.75 per share. Our director and head of sales and marketing and
communication products services, Phaneesh Murthy, served on the board of Yantra
up to December 2000. On September 20, 1997, in recognition of his service as a
member of the board of directors, Yantra granted Mr. Murthy an option to
purchase 100,000 shares of common stock of Yantra at an exercise price of $0.10
per share. Mr. Murthy exercised this option and purchased 74,992 shares of
common stock in December 2000. The remaining 25,008 shares subject to the
options lapsed unvested in December 2000 on his retirement from the board of
Yantra.

On October 20, 1998, we sold 1,363,637 shares of series A preferred stock of
Yantra at $1.10 per share to an unaffiliated purchaser. As a result of this
sale, we reduced our aggregate interest in Yantra to less than 50% of its voting
stock. On February 14, 2002, we entered into an agreement with Yantra to
exchange 5,500,000 shares of common stock of Yantra, that we held, for a
pre-paid warrant to purchase up to 5,500,000 shares of common stock of Yantra at
an exercise price of $0.01 per share. We currently hold 16% of the total
outstanding stock of Yantra. Venture investors and management hold the remainder
of the capital stock. We have not recognized Yantra in our financial statements
after October 20, 1998. The carrying value of this investment is nil as of March
31, 2002.

OnMobile Systems

We established OnMobile Systems Inc. (formerly Onscan) as a company in Delaware,
U.S.A. in May, 2000, by transferring the intellectual property rights, or IPR,
to the Onscan software application for web-enabled wireless notification systems
in exchange for 100,000 shares of common stock, 100,000 shares of preferred
voting and 4,400,000 shares of preferred non-voting stock of OnMobile valued at
in an aggregate amount of $2 million. This transfer was recorded as a historic
cost, and accordingly, no gain was recognized on this transaction as of the date
of transfer of the IPR. OnMobile is based in Los Altos, California and provides
wireless solutions to enterprises and wireless carriers around the world. The
OnMobile solution allows wireless carriers to provide innovative services to
their customers and enterprises targeted at the mobile work force. We currently
own a voting interest of 9.7% in OnMobile. Venture investors and management hold
the remainder of the capital stock.

Our following directors and executive officers have a financial interest in
OnMobile:

- - S.D. Shibulal holds 500,000 shares of common stock of OnMobile, which he
purchased for $0.0435 per share in cash;

- - S. Gopalakrishnan holds 200,000 shares of common stock of OnMobile, which
he purchased for $0.435 per share in cash; and

- - V. Balakrishnan holds options to purchase 100,000 shares of common stock of
OnMobile at an exercise price of $0.0435 per share.

Mr. S.D. Shibulal also serves as chairman of the board of OnMobile.

Employment and indemnification agreements

We have entered into agreements with our employee directors that provide for a
monthly salary, performance bonuses, and benefits including, vacation, medical
reimbursements and pension fund contributions. These agreements have a five-year
term and either party may terminate the agreement with six months notice.

We have also entered into agreements to indemnify our directors and officers for
claims brought under U.S. laws to the fullest extent permitted by Indian law.
These agreements, among other things, indemnify our directors and officers for
certain expenses, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
Infosys Technologies Limited, arising out of such person's services as our
director or officer.

Loans to employees

We have a loan employee program that grants secured asset loans to employees to
acquire homes and vehicles, or for personal needs. We extend the loans at
interest rates ranging from 0% to 4% with repayment terms ranging from one to
one hundred months. As of March 31, 2002, we had $20.8 million in loans
outstanding to employees, of which $0.5 million were loans receivable from our
executive officers in amounts less than $60,000 per person.

Interests of experts and counsel

Not applicable.

Item 8: Financial Information

Consolidated statements and other financial information

The following financial statements and auditors' report appearing on pages 141
to 156 of our Annual Report for the fiscal year ended March 31, 2002 and are
incorporated herein by reference:

- - Independent auditor's report.

- - Balance sheets as of March 31, 2002 and 2001.

- - Statements of Income for the years ended March 31, 2002, 2001 and 2000.

- - Statements of Stockholders' Equity and Comprehensive Income for the years
ended March 31, 2002, 2001 and 2000.

- - Statements of Cash Flows for the years ended March 31, 2002, 2001 and 2000.

- - Notes to the financial statements

- - Financial Statement Schedule - Valuation and qualifying accounts

Our Annual Report for the fiscal year ended March 31, 2002, except for those
portions which are expressly incorporated by reference in this filing, is
furnished for the information of the Securities and Exchange Commission and our
shareholders and is not to be deemed as filed as a part of this Annual Report on
Form 20-F.

Legal proceedings

Infosys Technologies Limited, its directors, senior executive officers and
affiliates are not currently party to any material legal proceedings.

Dividends

Although the amount varies, public companies in India typically pay cash
dividends. Under Indian law, a corporation pays dividends upon a recommendation
by the board of directors and approval by a majority of the shareholders, who
have the right to decrease but not increase the amount of the dividend
recommended by the board of directors. Under the Indian Companies Act, dividends
may be paid out of profits of a company in the year in which the dividend is
declared or out of the undistributed profits of previous fiscal years.

In the fiscal year ended March 31, 2002, we declared cash dividends of
approximately $0.42 per equity share or $0.21 per ADS. Although we have no
current intention to discontinue dividend payments, we cannot assure you that
any future dividends will be declared or paid or that the amount thereof will
not be decreased. Holders of ADSs will be entitled to receive dividends payable
on equity shares represented by such ADSs. Cash dividends on equity shares
represented by ADSs are paid to the Depositary in Indian rupees and are
generally converted by the Depositary into U.S. dollars and distributed, net of
depositary fees, taxes, if any, and expenses, to the holders of such ADSs.

The table below shows the annual dividends declared per equity share for each of
the years indicated and have been adjusted to reflect our 2-for-1 stock splits
by way of stock dividend in fiscal 1998 and 1999 and our 2-for-1 stock split in
fiscal 2000.

Dividend per
Year ended March 31, equity share
Indian rupees $
------------------- ------------

2002 20.00 0.42
2001 10.00 0.22
2000 4.50 0.11
1999 3.75 0.09
1998 3.00 0.04
1997 2.75 0.02

Export Revenue

For the fiscal year ended March 31, 2002, we generated $534.3 million or 98% of
our total revenues, from the export of our products and services out of India.

Significant changes

None.

Item 9: The Offer and Listing

Price history

Our equity shares are traded on the BSE, known as the Stock Exchange, Mumbai,
formerly known as the Bombay Stock Exchange, or BSE, Bangalore Stock Exchange,
or BgSE, and the National Stock Exchange of India Limited, or NSE, in India, or
collectively, the Indian stock exchanges. A significant portion of our equity
shares is traded on the BSE and the NSE. Our American Depositary Shares as
evidenced by American Depositary Receipts, or ADRs, are traded in the U.S.
Nasdaq National Market(R), under the ticker symbol "INFY". Each ADS represents
one-half of one equity share. Our ADSs began trading on the Nasdaq on March 11,
1999.

As of March 31, 2002, we had 66,186,130 equity shares issued and outstanding. As
of March 31, 2002, there were approximately 10,500 record holders of ADRs
evidencing 4,232,200 ADSs (equivalent to 2,116,100 equity shares). As of March
31, 2002, there were approximately 88,650 record holders of our equity shares
listed and traded on the Indian stock exchanges.

The following tables set forth for the periods indicated, the price history of
the equity shares and the ADSs on the Indian stock exchanges and the NASDAQ.
Stock prices have been restated to reflect our 2-for-1 stock splits by stock
dividend in the fiscal year ended 1998 and 1999 and our 2-for-1 stock split in
fiscal year ended 2000:

BSE NSE BgSE
Price per equity Price per equity Price per equity NASDAQ
share share share(1) Price per ADS
-------------------- --------------------- -------------------- -------------------
Fiscal Year ended March 31, High Low High Low High Low High Low
- --------------------------- ---- --- ---- --- ---- --- ---- ---

2002 $100.53 $ 44.88 $100.80 $ 44.30 $ 91.59 $ 58.35 $ 81.50 $ 30.60
2001 239.97 80.41 239.41 80.92 238.66 80.71 284.56 60.13
2000 316.84 29.29 319.57 28.90 320.55 55.24 375.00 19.63
1999 40.73 11.16 40.82 10.84 13.18 7.21 $ 25.00 $ 18.69
1998 $ 11.56 $ 3.54 $ 11.89 $ 3.32 $ 9.85 $ 3.76 -- --

- ----------

(1) Our shares were not traded on the BgSE between October 2001 and April 2002.

2002
First quarter $ 92.32 $ 58.16 $ 92.19 $ 57.73 $ 91.59 $ 58.35 $ 81.50 $ 50.65
Second quarter 85.38 46.29 84.55 44.30 76.31 69.95 69.90 30.60
Third quarter 97.74 44.88 97.53 44.92 -- -- 70.11 31.69
Fourth quarter 100.53 71.61 100.80 71.62 -- -- 76.20 51.15

2001
First quarter $ 239.97 $ 126.47 $ 239.41 $ 124.77 $ 238.66 $ 124.23 $ 284.56 $ 130.74
Second quarter 196.08 137.34 196.49 137.36 197.57 136.79 186.94 96.5
Third quarter 172.06 115.88 172.06 116.00 171.69 115.77 147.25 90.6
Fourth quarter 150.19 80.41 149.16 80.92 152.60 80.71 131.38 60.13

- ----------

(1) Our shares were not traded on the BgSE between October 2001 and April 2002.

BSE NSE BgSE
Price per equity Price per equity Price per equity NASDAQ
share share share(1) Price per ADS
-------------------- --------------------- -------------------- -------------------
Six Months ended High Low High Low High Low High Low
- --------------------------- ---- --- ---- --- ---- --- ---- ---

Nov 2001 $ 85.53 $ 58.33 $ 87.22 $ 58.33 -- -- $ 66.50 $ 47.00
Dec 2001 97.74 78.48 97.53 77.86 -- -- 70.11 55.66
Jan 2002 100.53 75.11 100.80 75.13 -- -- 76.20 54.40
Feb 2002 81.70 71.64 81.68 71.62 -- -- 63.46 51.15
Mar 2002 88.26 71.61 88.07 71.67 -- -- 73.14 55.02
Apr 2002 81.67 71.43 81.71 71.41 -- -- 70.50 60.11

- ----------

(1) Our shares were not traded on the BgSE between October 2001 and April 2002.

Source for all tables above: www.bseindia.com for BSE quotes, The Economic Times
for NSE and BgSE quotes and finance.yahoo.com for Nasdaq quotes.

Trading practices and procedures on the Indian Stock Exchanges

The BSE and NSE together account for more than 80% of the total trading volume
on Indian stock exchanges. Trading on both of these exchanges is accomplished
through on-line execution. These two stock exchanges handle over 1.4 million
trades per day.

Trading is done on a daily settlement basis and any outstanding amount at the
end of the settlement period is settled by delivery and payment. However,
institutional investors are not permitted to `net out' their transactions and
must trade on a delivery basis only. From July 2001, our shares as well as other
securities classified by the BSE and the NSE as `A' Group securities are traded
compulsorily on a rolling settlement basis. In fact, since then, all the stocks
traded on the Indian stock exchanges have gradually moved to rolling settlement
basis, with the T+5 settlement cycle having recently been moved to T+3.

Trading on both the exchanges normally takes place from 9:55 a.m. to 3:30 p.m.
on all weekdays, except holidays. Orders can be entered with a specified term of
validity that may last until the end of the session or day. Dealers must specify
whether orders are for a proprietary account or for a client and also key in the
client ID while putting in the order. Both exchanges specify certain margin
requirements based on the exposure that the broker has on the market. The NSE
does not permit carry forwards of trades. It has separate margin requirements
based on the net exposure of the broker on the exchange. The exchanges also
permit trading in derivative products (futures and options) on the indices and
specified group of stocks, which includes our company. Contracts are available
for the current month, the next month and the one following. Margins are payable
on outstanding contracts depending on the type and nature of contract besides
mark to market margins. The NSE and BSE also have separate online trading
systems and separate clearing houses.

There have been no closures of the Indian Stock Exchanges in response to "panic"
trading or large fluctuations. Most of the Indian stock exchanges do, however,
have a specific price band for each security listed (defined as the percentage
change over the previous day's closing

price), beyond which the trading system does not accept any orders. Such price
volatility controls and the specific price bands are decided by the regulatory
body, the Securities and Exchange Board of India.

Our equity shares were not traded on the BgSE between May 1998 and July 1999 and
between October 2001 and April 2002 owing to the absence of quotes for trades on
the BgSE.

Item 10: Additional Information

Share capital

Not applicable.

Memorandum and Articles of Association

Set forth below is a brief summary of the material provisions of our Articles of
Association and the Companies Act, 1956, or the Indian Companies Act, all as
currently in effect. Infosys Technologies Limited is registered under the Indian
Companies Act, with the Registrar of Companies, Bangalore, Karnataka, India with
Company No. 13115. The following description of our Articles of Association does
not purport to be complete and is qualified in its entirety by the Articles of
Association, and Memorandum of Association, of Infosys Technologies Limited that
are included as exhibits to our quarterly report on Form 6-K field with the
Commission on January 21, 2000.

Our Articles of Association provide that the minimum number of directors shall
be three and the maximum number of directors shall be 18. Currently, we have 16
directors. Our Articles of Association provide that at least two-thirds of our
directors shall be subject to retirement by rotation. One third of these
directors must retire from office at each Annual General Meeting of the
shareholders. A retiring director is eligible for re-election. Our executive
directors are appointed for five-year terms by shareholders. They customarily
retire every three years and are eligible for re-election at that time. Our
Articles of Association also provide that our Chairman, Mr. N. R. Narayana
Murthy, is not required to retire by rotation, so long as he and his family
together hold at least 5% of our voting shares. Executive directors are required
to retire at age 60 in accordance with our employee retirement policies. Other
board members must retire from the board at age 65.

Our Articles of Association provide that any director who has a personal
interest in a transaction must disclose such interest, must abstain from voting
on such a transaction and may not be counted for purposes of determining whether
a quorum is present at the meeting. Such director's interest in any such
transaction shall be reported at the next meeting of shareholders. The
remuneration payable to our directors may be fixed by the board of directors in
accordance with provisions prescribed by the Government of India.

Objects and Purposes of our Memorandum of Association

The following is a summary of our Objects as set forth in Section 3 of our
Memorandum of Association:

- - To provide services of every kind including commercial, statistical,
financial, accountancy, medical, legal, management, educational,
engineering, data processing, communication and other technological, social
or other services.

- - To carry on all kinds of business as importer, exporter, buyers, sellers
and lessor of and dealers in all types of components and equipments
necessary to provide the services our objects enlist.

- - To manufacture, export, import, buy, sell, rent, hire or lease or otherwise
acquire or dispose or deal in all kinds of digital equipments, numerical
controller, flexible manufacturing systems, robots, communication systems,
computers, computer peripherals, computer software, computer hardware,
computer technology, machines, computer aided teaching aids, energy saving
devices, alternative sources of energy, electrical and electronics
components, devices, instruments, equipments and controls for any
engineering applications, and all other related components, parts and
products used in communication and computers.

- - To conduct or otherwise subsidise or promote research and experiments for
scientific, industrial, commercial economic, statistical and technical
purposes.

- - To carry on any other trade or business whatsoever as can in our opinion
can be advantageously or conveniently carried on by us.

Description of Equity Shares

Our authorized share capital is 100,000,000 equity shares, par value Rs. 5 per
share. As of March 31, 2002, 66,186,130 equity shares were issued and
outstanding. The equity shares are our only class of share capital. We currently
have no convertible debentures or warrants outstanding.

Dividends

Under the Indian Companies Act, unless our board of directors recommends the
payment of a dividend, we may not declare a dividend. Similarly, under our
Articles of Association, although the shareholders may, at the Annual General
Meeting, approve a dividend in an amount less than that recommended by the board
of directors; they cannot increase the amount of the dividend. In India,
dividends generally are declared as a percentage of the par value of a company's
equity shares. The dividend recommended by the board, if any, and subject to the
limitations described above, is distributed and paid to shareholders in
proportion to the paid up value of their shares within 30 days of the approval
by the shareholders at the Annual General Meeting. Pursuant to our Articles of
Association, our board of directors has discretion to declare and pay interim
dividends without shareholder approval. With respect to equity shares issued
during a particular fiscal year, including any equity shares underlying ADSs
issued to the Depositary or in the future, unless otherwise determined by
shareholders, cash dividends declared and paid for such fiscal year generally
will be prorated from the date of issuance to the end of such fiscal year. Under
the Indian Companies Act, dividends can only be paid in cash to the registered
shareholder at a record date fixed on or prior to the Annual General Meeting or
to his order or his banker's order.

The Indian Companies Act provides that any dividends that remain unpaid or
unclaimed after the 30-day period are to be transferred to a special bank
account. We transfer any dividends that remain unclaimed for seven years from
the date of the transfer to a fund created by the Indian Government. After the
transfer to this fund, such unclaimed dividends may be claimed only from the
fund.

Under the Indian Companies Act, dividends may be paid out of profits of a
company in the year in which the dividend is declared or out of the
undistributed profits of previous fiscal years. Before declaring a dividend
greater than 10% of the par value of its equity shares, a company is required
under the Indian Companies Act to transfer to its reserves a minimum percentage
of its profits for that year, ranging from 2.5% to 10% depending upon the
dividend percentage to be declared in such year.

The Indian Companies Act further provides that, in the event of an inadequacy or
absence of profits in any year, a dividend may be declared for such year out of
the company's accumulated profits, subject to the following conditions:

- - the rate of dividend to be declared may not exceed 10% of its paid up
capital or the average of the rate at which dividends were declared by the
company in the prior five years, whichever is less;

- - the total amount to be drawn from the accumulated profits earned in the
previous years and transferred to the reserves may not exceed an amount
equivalent to 10% of its paid up capital and free reserves, and the amount
so drawn is to be used first to set off the losses incurred in the fiscal
year before any dividends in respect of preference or equity shares are
declared; and

- - the balance of reserves after withdrawals shall not fall below 15% of its
paid up capital.

As per the Finance Bill, 2002, we are obligated to withhold tax at the rate of
10.5%, including the presently applicable surcharge, on the dividend paid to
each shareholder for a relevant period.

Bonus Shares

In addition to permitting dividends to be paid out of current or retained
earnings as described above, the Indian Companies Act permits a company to
distribute an amount transferred from the general reserve or surplus in the
company's profit and loss account to its shareholders in the form of bonus
shares (similar to a stock dividend). The Indian Companies Act also permits the
issuance of bonus shares from a share premium account. Bonus shares are
distributed to shareholders in the proportion recommended by the board of
directors. Shareholders of record on a fixed record date are entitled to receive
such bonus shares.

Audit and Annual Report

At least 21 days before the Annual General Meeting of shareholders, a company
must distribute a detailed version of the company's audited balance sheet and
profit and loss account and the reports of the board of directors and the
auditors thereon. Under the Indian Companies Act, a company must file the
balance sheet and annual profit and loss account presented to the shareholders
within 30 days of the conclusion of the Annual General Meeting with the
Registrar of Companies.

A company must also file an annual return containing a list of the company's
shareholders and other company information, within 60 days of the conclusion of
the meeting.

Preemptive Rights and Issue of Additional Shares

The Indian Companies Act gives shareholders the right to subscribe for new
shares in proportion to their respective existing shareholdings unless otherwise
determined by a special resolution passed by a General Meeting of the
shareholders. Under the Indian Companies Act, in the event of an issuance of
securities, subject to the limitations set forth above, a company must first
offer the new shares to the shareholders on a fixed record date. The offer must
include: (i) the right, exercisable by the shareholders of record, to renounce
the shares offered in favor of any other person; and (ii) the number of shares
offered and the period of the offer, which may not be less than 15 days from the
date of offer. If the offer is not accepted it is deemed to have been declined.
The board of directors is authorized under the Indian Companies Act to
distribute any new shares not purchased by the preemptive rights holders in the
manner that it deems most beneficial to the company.

Voting Rights

At any General Meeting, voting is by show of hands unless a poll is demanded by
a shareholder or shareholders present in person or by proxy holding at least 10%
of the total shares entitled to vote on the resolution or by those holding
shares with an aggregate paid up capital of at least Rs. 50,000. Upon a show of
hands, every shareholder entitled to vote and present in person has one vote
and, on a poll, every shareholder entitled to vote and present in person or by
proxy has voting rights in proportion to the paid up capital held by such
shareholders. The Chairman of the board has a deciding vote in the case of any
tie. Any shareholder of the company may appoint a proxy. The instrument
appointing a proxy must be delivered to the company at least 48 hours prior to
the meeting. A proxy may not vote except on a poll. A corporate shareholder may
appoint an authorized representative who can vote on behalf of the shareholder,
both upon a show of hands and upon a poll.

Ordinary resolutions may be passed by simple majority of those present and
voting at any General Meeting for which the required period of notice has been
given. However, certain resolutions such as amendments of the Articles and the
Memorandum of Association, commencement of a new line of business, the waiver of
preemptive rights for the issuance of any new shares and a reduction of share
capital, require that votes cast in favor of the resolution (whether by show of
hands or poll) are not less than three times the number of votes, if any, cast
against the resolution. As per the Indian Companies Act, not less than two-third
of the directors of a public company shall retire by rotation and be appointed
by the shareholders in the General Meeting. Further, the Indian Companies
(Amendment) Act, 2000 requires certain resolutions such as those listed below to
be voted on only by a postal ballot:

- - amendments of the Articles and Memorandum of Association to alter the
objects of the company and changing the registered office of the company;

- - the issuance of shares with differential voting rights;

- - the sale of any real property or facilities of the company;

- - providing loans, extending guarantees or providing a security in excess of
the limits allowed under Section 372A of the Indian Companies Act;

- - varying the rights of the holders of any class of shares or debentures;

- - the election of a small shareholders' director; and

- - buy back of shares.

Liquidation Rights

Subject to the rights of creditors, employees and the holders of any shares
entitled by their terms to preferential repayment over the equity shares, if
any, in the event of our winding-up, the holders of the equity shares are
entitled to be repaid the amounts of paid up capital or credited as paid upon
those equity shares. All surplus assets after payments to the holders of any
preference shares at the commencement of the winding-up shall be paid to holders
of equity shares in proportion to their shareholdings.

Redemption of Equity Shares

Under the Indian Companies Act, unlike preference shares, equity shares are not
redeemable.

Liability on Calls

Not applicable.

Discriminatory Provisions in Articles

There are no provisions in the Articles of Association discriminating against
any existing or prospective holder of such securities as a result of such
shareholder owning a substantial number of shares.

Alteration of Shareholder Rights

Under the Indian Companies Act, the rights of any class of shareholders can be
altered or varied with the consent in writing of the holder of not less than
three-fourths of the issued shares of that class or with the sanction of a
special resolution passed at a separate meeting of the holders of the issued
shares of that class - if the provisions with respect to such variation is
contained in the memorandum or articles of the company, or in the absence of any
such provision in the memorandum or articles, if such variation is not
prohibited by the terms of issue of the shares of that class.

Under the Indian Companies Act, the Articles may be altered only by way of a
special resolution.

Meetings of Shareholders

We must convene an Annual General Meeting of shareholders within six months
after the end of each fiscal year and may convene an Extraordinary General
Meeting of shareholders when necessary or at the request of a shareholder or
shareholders holding at least 10% of our paid up capital carrying voting rights.
The Annual General Meeting of the shareholders is generally convened by our
Secretary pursuant to a resolution of the board of directors. Written notice
setting out the agenda of the meeting must be given at least 21 days, excluding
the days of mailing and date of the meeting, prior to the date of the General
Meeting to the shareholders of record. Shareholders who are registered as
shareholders on the date of the general meeting are entitled to attend or vote
at such meeting. The Annual General Meeting of shareholders must be held at our
registered office or at such other place within the city in which the registered
office is located; meetings other than the Annual General Meeting may be held at
any other place if so determined by the board of directors. Our Articles of
Association provide that a quorum for a General Meeting is the presence of at
least five shareholders in person.

Limitations on the Rights to Own Securities

The limitations on the rights to own securities, including the rights of
non-resident or foreign shareholders to hold the securities imposed by Indian
law are discussed under the "Risk factors" at pages 139 and 140 of our Annual
Report, and is incorporated herein by reference.

Voting Rights of Deposited Equity Shares Represented by ADSs

Under Indian law, voting of the equity shares is by show of hands unless a poll
is demanded by a member or members present in person or by proxy holding at
least one-tenth of the total shares entitled to vote on the resolution or by
those holding an aggregate paid up capital of at least Rs. 50,000. A proxy may
not vote except on a poll.

As soon as practicable after receipt of notice of any meetings or solicitation
of consents or proxies of holders of shares or other deposited securities, our
Depositary shall fix a record date for determining the holders entitled to give
instructions for the exercise of voting rights. The Depositary shall then mail
to the holders of ADSs a notice stating (i) such information as is contained in
such notice of meeting and any solicitation materials, (ii) that each holder on
the record date set by the Depositary therefore will be entitled to instruct the
Depositary as to the exercise of the voting rights, if any pertaining to the
deposited securities represented by the ADSs evidenced by such holders ADRs,
(iii) the manner in which such instruction may be given, including instructions
to give discretionary proxy to a person designated by us, and (iv) if the
Depositary does not receive instructions from a holder, he would be deemed to
have instructed the Depositary to give a discretionary proxy to the person
designated by us to vote for such deposited securities.

On receipt of the aforesaid notice from the Depositary, our ADS holders may
instruct the Depositary on how to exercise the voting rights for the shares that
underlie their ADSs. For such instructions to be valid, the Depositary must
receive them on or before a specified date.

The Depositary will try, as far as is practical, and subject to the provisions
of Indian law and our Memorandum of Association and our Articles of Association,
to vote or to have its agents vote the shares or other deposited securities as
per our ADS holders' instructions. The Depositary will only vote or attempt to
vote as per an ADS holder's instructions. The Depositary will not itself
exercise any voting discretion.

Neither the Depositary nor its agents are responsible for any failure to carry
out any voting instructions, for the manner in which any vote is cast, or for
the effect of any vote. There is no guarantee that our shareholders will receive
voting materials in time to instruct the Depositary to vote and it is possible
that ADS holders, or persons who hold their ADSs through brokers, dealers or
other third parties, will not have the opportunity to exercise a right to vote.

We maintain a register of shareholders. For the purpose of determining the
shares entitled to annual dividends, the register is closed for a specified
period prior to the Annual General Meeting. The date on which this period begins
is the record date.

To determine which shareholders are entitled to specified shareholder rights, we
may close the register of shareholders. The Indian Companies Act requires us to
give at least seven days' prior notice to the public before such closure. We may
not close the register of shareholders for more than thirty consecutive days,
and in no event for more than forty-five days in a year. Trading of our equity
shares, however, may continue while the register of shareholders is closed.

Following the introduction of the Depositories Act, 1996, and the repeal of
Section 22A of the Securities Contracts (Regulation) Act, 1956, which enabled
companies to refuse to register transfers of shares in some circumstances, the
equity shares of a public company are freely transferable, subject only to the
provisions of Section 111A of the Indian Companies Act. Since we are a public
company, the provisions of Section 111A will apply to us. Our Articles of
Association currently contain provisions which give our directors discretion to
refuse to register a transfer of shares in some circumstances. Furthermore, in
accordance with the provisions of Section 111A(2) of the Indian Companies Act,
our directors may refuse to register a transfer of shares if they have
sufficient cause to do so. If our directors refuse to register a transfer of
shares, the shareholder wishing to transfer his, her or its shares may file a
civil suit or an appeal with the Company Law Board.

Pursuant to Section 111A(3), if a transfer of shares contravenes any of the
provisions of the Indian Securities and Exchange Board of India Act, 1992 or the
regulations issued thereunder or the Indian Sick Industrial Companies (Special
Provisions) Act, 1985 or any other Indian laws, the Company Law Board may, on
application made by the company, a depositary incorporated in India, an
investor, the Securities and Exchange Board of India or other parties, direct
the rectification of the register of records. The Company Law Board may, in its
discretion, issue an interim order suspending the voting rights attached to the
relevant shares before making or completing its investigation into the alleged
contravention. Notwithstanding such investigation, the rights of a shareholder
to transfer the shares will not be restricted.

Under the Indian Companies Act, unless the shares of a company are held in a
dematerialized form, a transfer of shares is effected by an instrument of
transfer in the form prescribed by the Indian Companies Act and the rules
thereunder together with delivery of the share certificates. Our transfer agent
for our equity shares is Karvy Consultants Limited located in Bangalore,
Karnataka, India.

Company Acquisition of Equity Shares

Under the Indian Companies Act, approval of at least 75% of a company's
shareholders voting on the matter and approval of the High Court of the state in
which the registered office of the company is situated is required to reduce a
company's share capital. A company may, under some circumstances, acquire its
own equity shares without seeking the approval of the High Court. However, a
company would have to extinguish the shares it has so acquired within the
prescribed time period. A company is not permitted to acquire its own shares for
treasury operations.

An acquisition by a company of its own shares that does not rely on an approval
of the High Court must comply with prescribed rules, regulations and conditions
of the Indian Companies Act. In addition, public companies which are listed on a
recognized stock exchange in India must comply with the provisions of the
Securities and Exchange Board of India (Buy-back of Securities) Regulations,
1998, or Buy-back Regulations. Since we are a public company listed on several
recognized stock exchanges in India, we would have to comply with the relevant
provisions of the Indian Companies Act and the provisions of the Buy-back
Regulations.

Disclosure of Ownership Interest

Section 187C of the Indian Companies Act requires beneficial owners of shares of
Indian companies who are not holders of record to declare to the company details
of the holder of record and the holder of record to declare details of the
beneficial owner. Any person who fails to make the required declaration within
30 days may be liable for a fine of up to Rs. 1,000 for each day the declaration
is not made. Any lien, promissory note or other collateral agreement created,
executed or entered into with respect to any share by the registered owner
thereof, or any hypothecation by the registered owner of any share, pursuant to
which a declaration is required to be made under Section 187C, shall not be
enforceable by the beneficial owner or any person claiming through the
beneficial owner if such declaration is not made. Failure to comply with Section
187C will not affect the obligation of the company to register a transfer of
shares or to pay any dividends to the registered holder of any shares pursuant
to which such declaration has not been made. While it is unclear under Indian
law whether Section 187C applies to holders of ADSs of the company, investors
who exchange ADSs for the underlying Equity Shares of the company will be
subject to the restrictions of Section 187C. Additionally, holders of ADSs may
be required to comply with such notification and disclosure obligations pursuant
to the provisions of the Deposit Agreement to be entered into by such holders,
the company and a depositary.

Provisions on Changes in Capital

Our authorized capital can be altered by an ordinary resolution of the
shareholders in a General Meeting. The additional issue of shares is subject to
the preemptive rights of the shareholders and provisions governing the issue of
additional shares are discussed in Item 10 of this Annual Report. In addition a
company may increase its share capital, consolidate its share capital into
shares of larger face value than its existing shares or sub-divide its shares by
reducing their par value, subject to an ordinary resolution of the shareholders
in a General Meeting.

Takeover Code and Listing Agreements

Under the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997, or Takeover Code, upon the acquisition
of more than 5% of the outstanding shares or voting rights of a publicly-listed
Indian company, a purchaser is required to notify the company, and the company
and the purchaser are required to notify all the stock exchanges on which the
shares of such company are listed. An ADS holder would be subject to these
notification requirements.

Upon the acquisition of 15% or more of such shares or voting rights, or a change
in control of the company, the purchaser is required to make an open offer to
the other shareholders, offering to purchase at least 20% of all the outstanding
shares of the company at a minimum offer price as determined pursuant to the
Takeover Code. Since we are a listed company in India, the provisions of the
Takeover Code will apply to us. However, the Takeover Code provides for a
specific exemption from this provision to an ADS holder and states that this
provision will apply to an ADS holder only once he or she converts the ADSs into
the underlying equity shares.

We have entered into listing agreements with each of the Indian stock exchanges
on which our equity shares are listed. Each of the listing agreements provides
that if a purchase of a listed company's shares results in the purchaser and its
affiliates holding more than 5% of the company's outstanding equity shares or
voting rights, the purchaser and the company must report its holding to the
company and the relevant stock exchange(s). The agreements also provide that if
an acquisition results in the purchaser and its affiliates holding equity shares
representing more than 15% of the voting rights in the company, then the
purchaser must, before acquiring such equity shares, make an offer on a uniform
basis to all remaining shareholders of the company to acquire equity shares that
have at least an additional 20% of the voting rights of the total equity shares
of the company at a prescribed price.

Although the provisions of the listing agreements entered into between us and
the Indian stock exchanges on which our equity shares are listed will not apply
to equity shares represented by ADSs, holders of ADSs may be required to comply
with such notification and disclosure obligations pursuant to the provisions of
the Deposit Agreement to be entered into by such holders, our company and a
depositary.

Material Contracts

Not applicable.

Currency Exchange Controls

Foreign investment in Indian securities is governed by the Foreign Exchange
Management Act, 1999, or FEMA which replaces the more stringent Foreign Exchange
Regulation Act, 1973, or FERA. The Foreign Direct Investment Scheme under the
Reserve Bank of India's Automatic Route enables Indian companies (other than
those specifically excluded in the scheme) to issue shares to persons resident
outside

India without prior permission from the Reserve Bank of India or RBI, subject to
certain conditions. General permission has been granted for the transfer of
shares and convertible debentures by a person resident outside India as follows:
(i) for transfers of shares or convertible debentures held by a person resident
outside India other than NRI or overseas corporate bodies, or OCBs, to any
person resident outside India, provided that the transferee has obtained
permission of the Central Government and if that person had any previous venture
or tie-up in India through investment in any manner or a technical
collaboration or trademark agreement in the same field or allied field in which
the Indian company whose shares are being transferred is engaged, and (ii) NRIs
or OCBs are permitted to transfer shares or convertible debentures of Indian
company to another NRIs or OCBs. A person resident outside India may transfer
securities of an Indian company to a person resident in India by way of gift.
However where such transfer is not by way of gift, prior approval of the RBI is
necessary. For transfer of existing shares or convertible debentures of an
Indian company by a resident to a non resident by way of sale the transferor
should obtain an approval of Central Government of India and thereafter make an
application to RBI for permission. In such cases the RBI may permit the transfer
subject to such terms and conditions including the price at which the sale may
be made.

General

Shares of Indian companies represented by ADSs may be approved for issuance to
foreign investors by the Government of India under the Issue of Foreign Currency
Convertible Bonds and Equity Shares (through Depositary Receipt Mechanism)
Scheme, 1993, or the 1993 Regulation, as modified from time to time, promulgated
by the Government of India. The 1993 Regulation is distinct from other policies
or facilities, as described below, relating to investments in Indian companies
by foreign investors. The issuance of ADSs pursuant to the 1993 Regulation also
affords to holders of the ADSs the benefits of Section 115AC of the Indian
Income Tax Act, 1961 for purposes of the application of Indian tax law. In March
2001, the RBI has issued a notification permitting, subject to certain
conditions, two-way fungibility of ADRs. This would mean that ADRs converted
into Indian shares may be converted back into ADRs, subject to the limits of
sectoral caps as applicable.

Fungibility of ADSs

In March 2001, the RBI amended the Transfer of Securities Regulations, 2000
allowing a registered broker in India to purchase shares of an Indian company
that has issued ADSs, on behalf of a person resident outside India, for the
purposes of converting the shares into ADSs. However, such conversion of equity
shares into ADSs may be done only if the following conditions are satisfied:

- - the shares may be purchased only with the permission of the Custodian to
the ADS offering of the Indian company.

- - the shares that are purchased for conversion into ADSs may not exceed the
number of shares that were released by the Custodian pursuant to
conversions of ADSs into equity shares under the Depositary Agreement.

Alternatively, an issuer like ourselves, can sponsor the issue of ADRs with an
overseas depository against underlying equity shares accepted from our
shareholders in India and offered at a price to be determined by the lead
manager to such offering, after obtaining RBI approval under the regulations for
the issue of ADRs.

Foreign Direct Investment

In July 1991, the Government of India raised the limit on foreign equity
holdings in Indian companies from 40% to 51% in certain high priority
industries. The RBI gives automatic approval for such foreign equity holdings.
The Foreign Investment Promotion Board or FIPB, currently under the ministry of
Industry, was thereafter formed to negotiate with large foreign companies
wishing to make considerable long-term investments. Over time, the Government of
India has relaxed the restrictions on foreign investment considerably.
Currently, subject to certain exceptions, foreign direct investment by
individuals of Indian nationality or origin residing outside India, or NRIs or
OCBs, up to 49% in most sectors of industry do not require the prior approval of
the FIPB. Foreign equity participation in excess of 51% in high priority
industries is currently allowed only with the approval of the FIPB.

Proposals involving the public sector and other sensitive areas require the
approval of the Cabinet Committee on Economic Affairs. These are designed for
direct foreign investments by non-residents of India who are not NRIs, OCBs or
FIIs ("Foreign Direct Investors"). The Department of Industrial Policy and
Promotion, a part of the ministry of Industry, issued detailed guidelines in
January 1997 for consideration of foreign direct investment proposals by the
FIPB (the "Guidelines"). Under the Guidelines, sector specific guidelines for
foreign direct investment and the levels of permitted equity participation have
been established. In February 2000, the Department of Industrial Policy and
Promotion, issued a notification that foreign ownership of up to 50%, 51%, 74%
or 100%, depending on the category, would be allowed without prior permission of
the RBI. The issues to be considered by the FIPB, and the FIPB's areas of
priority in granting approvals are also set out in the Guidelines.

The basic objective of the Guidelines is to improve the transparency and
objectivity of the FIPB's consideration of proposals. However, because the
Guidelines are administrative guidelines and have not been codified as either
law or regulations, they are not legally binding with respect to any
recommendation made by the FIPB or with respect to any decision taken by the
Government of India in cases involving foreign direct investment.

In May 1994, the Government of India announced that purchases by foreign
investors of ADSs as evidenced by ADRs and foreign currency convertible bonds of
Indian companies would be treated as direct foreign investment in the equity
issued by Indian companies for such offerings. Therefore, offerings that involve
the issuance of equity that results in Foreign Direct Investors holding more
than the stipulated percentage of direct foreign investments (which depends on
the category of industry) would require approval from the FIPB.

In addition, in connection with offerings of any such securities to foreign
investors, approval of the FIPB is required for Indian companies whether or not
the stipulated percentage limit would be reached. This is in the case of the
proceeds being used for investment in non-high priority industries. In August
2000, the Department of Industrial Policy and Promotion removed all limitations
on Foreign Direct Investment in the information technology sector.

Investment by Non-Resident Indians and Overseas Corporate Bodies

A variety of special facilities for making investments in shares of Indian
companies is available to individuals of Indian nationality or origin residing
outside India, or Non Resident Indians or NRIs, and to Overseas Corporate
Bodies, or OCBs. These facilities permit NRIs and OCBs to make portfolio
investments in shares and other securities of Indian companies on a basis that
is not generally available to other foreign investors. These facilities are
different and distinct from investments by Foreign Direct Investors described
above.

Investment by Foreign Institutional Investors

In September 1992, the Government of India issued guidelines which enable
Foreign Institutional Investors or FIIs, including institutions

such as pension funds, investment trusts, asset management companies, nominee
companies and incorporated/institutional portfolio managers, to invest in all
the securities traded on the primary and secondary markets in India. Under the
guidelines, FIIs are required to obtain an initial registration from the
Securities and Exchange Board of India, or SEBI, and a general permission from
the RBI to engage in transactions regulated under FEMA. FIIs must also comply
with the provisions of the SEBI Foreign Institutional Investors Regulations,
1995. When it receives the initial registration, the FII also obtains general
permission from the RBI to engage in transactions regulated under FEMA.
Together, the initial registration and the RBI's general permission enable the
registered FII to: (i) buy (subject to the ownership restrictions discussed
below) and sell freely tradable securities issued by Indian companies; (ii)
realize capital gains on investments made through the initial amount invested in
India; (iii) subscribe or renounce rights offerings for shares; (iv) appoint a
domestic custodian for custody of investments held; and (v) repatriate the
capital, capital gains, dividends, income received by way of interest and any
other compensation received towards the sale or renunciation of rights offerings
of shares.

Ownership Restrictions

SEBI and RBI regulations restrict investments in Indian companies by FIIs, NRIs
and OCBs or collectively, Foreign Direct Investors. Under current SEBI
regulations applicable to us, subject to the requisite approvals of the
shareholders in a General Meeting, Foreign Direct Investors in aggregate may
hold no more than 49% of a company's equity shares, excluding the equity shares
underlying the ADSs. Pursuant to Notification No. FEMA.45/2001-RB dated
September 20, 2001 under Foreign Exchange Management (Transfer or Issue of any
Foreign Security) (Amendment) Regulations, 2001, upon obtaining the approval of
the shareholders by a special resolution, the limit of FII investment in a
company may be increased to 100% for companies in the information technology
sector. NRIs and OCBs in aggregate may hold no more than 10% of a company's
equity shares, excluding the equity shares underlying the ADSs. Furthermore,
SEBI regulations provide that no single FII may hold more than 10% of a
company's total equity shares and no single NRI or OCB may hold more than 5% of
a company's total equity shares.

There is uncertainty under Indian law about the tax regime applicable to FIIs
which hold and trade ADSs. FIIs are urged to consult with their Indian legal and
tax advisers about the relationship between the FII guidelines and the ADSs and
any equity shares withdrawn upon surrender of ADSs.

More detailed provisions relating to FII investment have been introduced by the
SEBI with the introduction of the SEBI Foreign Institutional Investors
Regulations, 1995. These provisions relate to the registration of FIIs, their
general obligations and responsibilities, and certain investment conditions and
restrictions. One such restriction is that the total investment in equity and
equity-related instruments should not be less than 70% of the aggregate of all
investments of an FII in India. The SEBI has also permitted private placements
of shares by listed companies with FIIs, subject to the prior approval of the
RBI under FERA. Such private placement must be made at the average of the weekly
highs and lows of the closing price over the preceding six months or the
preceding two weeks, whichever is higher.

Under the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1998 approved by the SEBI in January 1998 and
promulgated by the Government of India in February 1998, or the Takeover Code,
which replaced the 1994 Takeover Code (as defined herein), upon the acquisition
of more than 5% of the outstanding shares of a public Indian company, a
purchaser is required to notify the company and all the stock exchanges on which
the shares of the company are listed. Upon the acquisition of 15% or more of
such shares or a change in control of the company, the purchaser is required to
make an open offer to the other shareholders offering to purchase at least 20%
of all the outstanding shares of the company at a minimum offer price as
determined pursuant to the rules of the Takeover Code. Upon conversion of ADSs
into equity shares, an ADS holder will be subject to the Takeover Code.

Open market purchases of securities of Indian companies in India by Foreign
Direct Investors or investments by NRIs, OCBs and FIIs above the ownership
levels set forth above require Government of India approval on a case-by-case
basis.

Government of India Approvals

Approval of the Foreign Investment Promotion Board for foreign direct investment
by ADS holders is required.

Specific approval of the RBI will have to be obtained for:

- - any renunciation of rights in the underlying equity shares in favor of a
person resident in India; and

- - the sale of the underlying equity shares by a person resident outside
India to a person resident in India.

In such cases, the foreign investor would have to apply to the RBI by submitting
Form TS1, that requires information as to the transferor, the transferee, the
shareholding structure of the company whose shares are to be sold, the proposed
price and other information. The RBI is not required to respond to a Form TS1
application within any specific time period and may grant or deny the
application at its discretion.

Exceptions to this requirement of RBI of India approval include sales made in
the stock market through a registered Indian broker, through a recognized stock
exchange in India at the prevailing market rates, or if the shares are offered
in accordance with the terms of an offer under the Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

The proceeds from any sale of the underlying equity shares by a person resident
outside India to a person resident in India may be transferred outside India
after receipt of RBI approval (if required), and the payment of applicable taxes
and stamp duties.

No approval is required for transfers of ADSs outside India between two
non-residents.

Any person resident outside India who desires to sell equity shares received
upon surrender of ADSs or otherwise transfer such equity shares within India
should seek the advice of Indian counsel as to the requirements applicable at
that time.

Taxation

Indian Taxation

The following summary is based on the law and practice of the Indian Income-tax
Act, 1961, or Income-Tax Act, including the special tax regime contained in
Sections 115AC and 115ACA of the Income-tax Act read with the Issue of Foreign
Currency Convertible Bonds and Ordinary Shares (through Depository Receipt
Mechanism) Scheme, 1993, as amended on, January 19, 2000. The Income-tax Act is
amended every year by the Finance Act of the relevant year. Some or all of the
tax consequences of Sections 115AC and 115ACA may be amended or changed by
future amendments to the Income-tax Act.

We believe this information is materially complete as of the date hereof.
However, this summary is not intended to constitute a complete

analysis of the individual tax consequences to non-resident holders or employees
under Indian law for the acquisition, ownership and sale of ADSs and equity
shares.

Residence. For purposes of the Income-tax Act, an individual is considered to be
a resident of India during any fiscal year if he or she is in India in that year
for:

- - a period or periods amounting to 182 days or more; or

- - 60 days or more and, within the four preceding years has been in India for
a period or periods amounting to 365 days or more; or

- - 182 days or more in case of a citizen of India or a person of Indian origin
living abroad who visits India and within the four preceding years has been
in India for a period or periods amounting to 365 days or more.

A company is a resident of India if it is incorporated in India or the control
and the management of its affairs is situated wholly in India. Individuals and
companies that are not residents of India would be treated as non-residents for
purposes of the Income-tax Act.

Taxation of Distributions. Pursuant to the Finance Bill, 2002, dividends paid to
shareholders (whether resident in India or not) are subject to withholding tax
of 10.5% including the applicable surcharge, on the total amount paid as a
dividend.

Any distributions of additional ADSs or equity shares to resident or non-
resident holders will not be subject to Indian tax.

Taxation of Capital Gains. The following is a brief summary of capital
gains taxation of non-resident holders and resident employees in respect of the
sale of ADSs and equity shares received upon redemption of ADSs. The relevant
provisions are contained mainly in sections 45, 47(vii)(a), 115AC and 115ACA, of
the Income Tax Act, in conjunction with the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares Scheme.

Gains realized upon the sale of ADSs or shares that have been held for a period
of more than thirty-six months and twelve months, respectively, are considered
long-term capital gains. Gains realized upon the sale of ADSs or shares that
have been held for a period of thirty six months or less and twelve months or
less, respectively, are considered short-term capital gains. Capital gains are
taxed as follows:

- - Gains from a sale of ADSs outside India, by a non-resident to another
non-resident are not taxable in India.

- - Long-term capital gains realized by a resident employee from the transfer
of the ADSs will be subject to tax at the rate of 10.5%. Short- term
capital gains on such a transfer will be taxed at graduated rates with a
maximum of 31.5%, including the applicable surcharge.

- - Redemption of ADSs into the underlying equity shares is not a taxable
event.

- - Long-term capital gains realized by an individual holder upon the sale of
equity shares obtained from the redemption of ADSs are subject to tax at a
rate of 10.5%.

- - Long-term capital gains realized by non-resident corporate holders upon the
sale of equity shares obtained through the redemption of ADSs are subject
to taxation at the rate of 10.5%.

- - Short-term capital gains realized upon the sale of equity shares obtained
from the redemption of ADSs will be taxed at variable rates with a maximum
of 42% including the prevailing surcharge, in case of foreign companies,
and 31.5% including the applicable surcharge in the case of resident
employees and non-resident individuals with taxable income over Rs.
150,000.

The above rates may be offset by the applicable credit mechanism allowed under
double tax avoidance agreements in case of non-residents. The capital gains tax
is computed by applying the appropriate tax rates to the difference between the
sale price and the purchase price of the equity shares or ADSs. Under the Issue
of Foreign Currency Convertible Bonds and Ordinary Shares Scheme, the purchase
price of equity shares in an Indian listed company received in exchange for ADSs
will be the market price of the underlying shares on the date that the
depositary gives notice to the custodian of the delivery of the equity shares in
exchange for the corresponding ADSs or "stepped up" basis purchase price. The
market price will be the price of the equity shares prevailing on the Stock
Exchange, Mumbai or the National Stock Exchange. There is no corresponding
provision under the Income Tax Act in relation to the "stepped up" basis for the
purchase price of equity shares. However the tax department has not denied this
benefit. In the event that the tax department denies this benefit, the original
purchase price of ADSs would be considered the purchase price for computing the
capital gains tax.

According to the Issue of Foreign Currency Convertible Bonds and Ordinary Shares
Scheme, a non-resident holder's holding period for the purposes of determining
the applicable Indian capital gains tax rate in respect of equity shares
received in exchange for ADSs commences on the date of the notice of the
redemption by the depositary to the custodian. However, the Issue of Foreign
Currency Convertible Bonds and Ordinary Shares Scheme does not address this
issue in the case of resident employees, and it is therefore unclear as to when
the holding period for the purposes of determining capital gains tax commences
for such a resident employee.

The Issue of Foreign Currency Convertible Bonds and Ordinary Shares Scheme
provides that if the equity shares are sold on a recognized stock exchange in
India against payment in Indian rupees, they will no longer be eligible for the
preferential tax treatment.

It is unclear as to whether section 115AC and the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares Scheme are applicable to a non-resident
who acquires equity shares outside India from a non-resident holder of equity
shares after receipt of the equity shares upon redemption of the ADSs.

If section 115AC and the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares Scheme are not applicable to a non-resident holder, long-term
capital gains realized on the sale of such equity shares which are listed in
India will still be subject to tax at the rate of 10.5%, and to a tax at the
rate of 10.5% if the non-resident holder is a foreign corporation. The
non-resident holders will also be able to avail of the benefits of exchange rate
fluctuations for the computation of capital gains tax which are not available to
a non-resident holder under section 115AC and the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares Scheme.

It is unclear as to whether capital gains derived from the sale of subscription
rights or other rights by a non-resident holder not entitled to an exemption
under a tax treaty will be subject to Indian capital gains tax. If such
subscription rights or other rights are deemed by the Indian tax authorities to
be situated within India, the gains realized on the sale of such subscription
rights or other rights will be subject to Indian taxation. The capital gains
realized on the sale of such subscription rights or other rights, which will
generally be in the nature of short-term capital gains, will be subject to tax
at variable rates with a maximum rate of 42% including the prevailing surcharge,
in case of a foreign company and 31.5%, including the applicable surcharge, in
case of resident employees and non-resident individuals with taxable income over
Rs. 150,000.

Withholding Tax on Capital Gains. Any gain realized by a non-resident or
resident employee on the sale of equity shares is subject to Indian capital
gains tax, which, in the case of a non-resident employee is to be withheld at
the source by the buyer.

Buy-back of Securities. Indian companies are not subject to any tax on the
buy-back of their shares. However, the shareholders will be taxed on any
resulting gains. Our company would be required to deduct tax at source according
to the capital gains tax liability of a non-resident shareholder.

Stamp Duty and Transfer Tax. Upon issuance of the equity shares underlying our
ADSs, companies will be required to pay a stamp duty of 0.1% per share of the
issue price of the underlying equity shares. A transfer of ADSs is not subject
to Indian stamp duty. However, upon the acquisition of equity shares from the
depositary in exchange for ADSs, the non-resident holder will be liable for
Indian stamp duty at the rate of 0.5% of the market value of the ADSs or equity
shares exchanged. A sale of equity shares by a non-resident holder will also be
subject to Indian stamp duty at the rate of 0.5% of the market value of the
equity shares on the trade date, although customarily such tax is borne by the
transferee. Shares must be traded in dematerialized form. The transfer of shares
in dematerialized form is currently not subject to stamp duty.

Wealth Tax. The holding of the ADSs and the holding of underlying equity shares
by resident and non-resident holders will be exempt from Indian wealth tax.
Non-resident holders are advised to consult their own tax advisors regarding
this issue.

Gift Tax and Estate Duty. Indian gift tax was abolished as of October 1998.
Indian Estate Duty was abolished as of March 1985. We cannot assure that these
taxes and duties will not be restored in future. Non-resident holders are
advised to consult their own tax advisors regarding this issue.

Service Tax. Brokerage or commission paid to stock brokers in connection with
the sale or purchase of shares is subject to a service tax of 5%. The stock
broker is responsible for collecting the service tax from the shareholder and
paying it to the relevant authority.

PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
INDIAN AND THEIR LOCAL TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF
EQUITY SHARES OR ADSs.

United States Federal Taxation

The following is a summary of the material U.S. federal income and estate tax
consequences that may be relevant with respect to the acquisition, ownership and
disposition of equity shares or ADSs. This summary addresses the U.S. federal
income and estate tax considerations of holders that are U.S. persons. U.S.
persons are citizens or residents of the United States, or corporations created
in or under the laws of the United States or any political subdivision thereof
or therein, estates, the income of which is subject to U.S. federal income
taxation regardless of its source, and trusts for which a U.S. court exercises
primary supervision and a U.S. person has the authority to control all
substantial decisions and who will hold equity shares or ADSs as capital assets
or U.S. Holder.

This summary does not address tax considerations applicable to holders that may
be subject to special tax rules, such as banks, insurance companies, dealers in
securities or currencies, tax-exempt entities, persons that will hold equity
shares or ADSs as a position in a "straddle" or as part of a "hedging" or
"conversion" transaction for tax purposes, persons that have a "functional
currency" other than the U.S. dollar or holders of 10% or more, by voting power
or value, of the stock of our company. This summary is based on the tax laws of
the United States as in effect on the date of this document and on United States
Treasury Regulations in effect or, in some cases, proposed, as of the date of
this document, as well as judicial and administrative interpretations thereof
available on or before such date and is based in part on the assumption that
each obligation in the deposit agreement and any related agreement will be
performed in accordance with its terms. All of the foregoing are subject to
change, which change could apply retroactively and could affect the tax
consequences described below.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR WITH
RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF
ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.

Ownership of ADSs. For U.S. federal income tax purposes, holders of ADSs will be
treated as the owners of equity shares represented by such ADSs.

Dividends. Except for equity shares, if any, distributed pro rata to all
shareholders of our company, including holders of ADSs, distributions of cash or
property with respect to equity shares will be included in income by a U.S.
holder as foreign source dividend income at the time of receipt, which in the
case of a U.S. holder of ADSs generally will be the date of receipt by the
depositary, to the extent such distributions are made from the current or
accumulated earnings and profits (as determined under U.S. federal income tax
principles) of our company. Such dividends will not be eligible for the
dividends received deduction generally allowed to corporate U.S. holders. To the
extent, if any, that the amount of any distribution by our company exceeds our
company's current and accumulated earnings and profits as determined under U.S.
federal income tax principles, it will be treated first as a tax-free return of
the U.S. holder's tax basis in the equity shares or ADSs and thereafter as
capital gain.

Subject to certain conditions and limitations, any Indian dividend distribution
taxes imposed upon distributions paid to a U.S. holder will be eligible for
credit against the U.S. holder's federal income tax liability. Alternatively, a
U.S. holder may claim a deduction for such amount, but only for a year in which
a U.S. holder elects to do so with respect to all foreign income taxes. The
overall limitation on foreign taxes eligible for credit is calculated separately
with respect to specific classes of income. For this purpose, dividends
distributed by us with respect to equity shares or ADSs will generally
constitute foreign source "passive income."

If dividends are paid in Indian rupees, the amount of the dividend distribution
included in the income of a U.S. holder will be in the U.S. dollar value of the
payments made in Indian rupees, determined at a spot exchange rate between
Indian rupees and U.S. dollars applicable to the date such dividend is included
in the income of the U.S. holder, regardless of whether the payment is in fact
converted into U.S. dollars. Generally, gain or loss, if any, resulting from
currency exchange fluctuations during the period from the date the dividend is
paid to the date such payment is converted into U.S. dollars will be treated as
U.S. source ordinary income or loss.

A non-U.S. holder of equity shares or ADSs generally will not be subject to U.S.
federal income tax or withholding tax on dividends received on equity shares or
ADSs unless such income is effectively connected with the conduct by such
non-U.S. holder of a trade or business in the United States.

Sale or Exchange of Equity Shares or ADSs. A U.S. holder generally will
recognize gain or loss on the sale or exchange of equity shares or ADSs equal to
the difference between the amount realized on such sale or exchange and the U.S.
holder's tax basis in the equity shares or ADSs, as the case may be. Such gain
or loss will be capital gain or loss, and will be long-term capital gain or loss
if the equity shares or ADSs, as the

case may be, were held for more than one year. Gain or loss, if any, recognized
by a U.S. holder generally will be treated as U.S. source passive income or loss
for U.S. foreign tax credit purposes.

A non-U.S. holder of equity shares or ADSs generally will not be subject to U.S.
federal income or withholding tax on any gain realized on the sale or exchange
of such equity shares or ADSs unless:

- - such gain is effectively connected with the conduct by such non-U.S. holder
of a trade or business in the U.S.; or

- - in the case of any gain realized by an individual non-U.S. holder, such
holder is present in the United States for 183 days or more in the taxable
year of such sale and other conditions are met.

Estate Taxes. An individual shareholder who is a citizen or resident of the
United States for U.S. federal estate tax purposes will have the value of the
equity shares or ADSs owned by such holder included in his or her gross estate
for U.S. federal estate tax purposes. An individual holder who actually pays
Indian estate tax with respect to the equity shares will, however, be entitled
to credit the amount of such tax against his or her U.S. federal estate tax
liability, subject to a number of conditions and limitations.

Any dividends paid, or proceeds on a sale of, equity shares or ADSs to or by a
U.S. holder may be subject to U.S. information reporting, and a 31% backup
withholding tax may apply unless the holder is an exempt recipient or provides a
U.S. taxpayer identification number, certifies that such holder is not subject
to backup withholding and otherwise complies with any applicable backup
withholding requirements. Any amount withheld under the backup withholding rules
will be allowed as a refund or credit against the holder's U.S. federal income
tax, provided that the required information is furnished to the Internal Revenue
Service.

Passive Foreign Investment Company. A non-U.S. corporation will be classified as
a passive foreign investment company for U.S. Federal income tax purposes if
either:

- - 75% or more of its gross income for the taxable year is passive income; or

- - on average for the taxable year by value, or, if it is not a publicly
traded corporation and so elects, by adjusted basis, if 50% or more of its
assets produce or are held for the production of passive income.

We do not believe that we satisfy either of the tests for passive foreign
investment company status. If we were to be a passive foreign investment company
for any taxable year, U.S. holders would be required to either:

- - pay an interest charge together with tax calculated at maximum ordinary
income rates on "excess distributions," which is defined to include gain on
a sale or other disposition of equity shares;

- - if a qualified electing fund election is made, include in their taxable
income their pro rata share of undistributed amounts of our income; or

- - if the equity shares are "marketable" and a mark-to-market election is
made, mark-to-market the equity shares each taxable year and recognize
ordinary gain and, to the extent of prior ordinary gain, ordinary loss for
the increase or decrease in market value for such taxable year.

The above summary is not intended to constitute a complete analysis of all tax
consequences relating to ownership of equity shares or ADSs. You should consult
your own tax advisor concerning the tax consequences of your particular
situation.

Documents on Display

This report and other information filed or to be filed by Infosys Technologies
Limited can be inspected and copied at the public reference facilities
maintained by the SEC at:

- - Judiciary Plaza
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20529

- - Northwestern Atrium Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661 - 2511

Copies of these materials can also be obtained from the Public Reference Section
of the SEC, 450th Street, N.W. Washington, D.C. 20549, at prescribed rates.

The SEC maintains a web site at www. sec.gov that contains reports, proxy and
information statements, and other information regarding registrants that make
electronic filings with the SEC using its EDGAR system. As a foreign private
issuer, we are not required to use the EDGAR system, but currently intend to do
so in order to make our report available over the Internet.

Additionally, documents referred to in this Form 20-F may be inspected at our
corporate offices which are located at Electronics City, Hosur Road, Bangalore -
561 229.

Subsidiary information

Not applicable.

Item 11: Quantitative and Qualitative Disclosure About Market Risk

Item 12: Description of Securities Other than Equity Securities

Not applicable.

Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds

None.

Item 17

Not Applicable.

Part III

Item 18. Financial Statements

The following financial statements of the company included in Item 18 of this
Report on Form 20-F are hereby incorporated by reference from our Annual Report
for fiscal 2002, filed as Exhibit 13.1 to this Report on Form 20-F.

- - Independent auditor's report.

- - Balance Sheets as of March 31, 2002 and 2001

- - Statements of Income for the years ended March 31, 2002, 2001 and 2000.

- - Statements of Stockholders' Equity and comprehensive income for the years
ended March 31, 2002, 2001 and 2000

- - Statements of Cash Flows for the years ended March 31, 2002, 2001 and 2000.

- - Notes to financial statements.

- - Financial Statement Schedule - Valuation and qualifying accounts

Item 19. Exhibits

Exhibit number Description of document
-------------- -----------------------

**3.1 Articles of Association of the Registrant, as
amended

**3.2 Memorandum of Association of the Registrant, as
amended

*3.3 Certificate of Incorporation of the Registrant, as
currently in effect

*4.1 Form of Deposit Agreement among the Registrant,
Bankers Trust Receipts issued thereunder (including
as an exhibit, the form of American Depositary
Receipt)

*4.2 Registrant's Specimen Certificate for Equity Shares

*10.1 Registrant's 1998 Stock Option Plan

*10.2 Registrant's Employee Stock Offer Plan

*10.3 Employees Welfare Trust Deed of Registrant Pursuant
to Employee Stock Offer Plan

*10.4 Form of Indemnification Agreement

***10.5 Registrant's 1999 Stock Option Plan

13.1 Infosys Annual Report for fiscal 2002

23.1 Consent of KPMG, India

99.1 Proxy Information Statement to holders of American
Depositary Shares

99.2 Proxy Information Statement to holders of Equity
Shares

99.3 Proxy Form to holders of Equity Shares

99.4 Proxy Form to holders of American Depositary Shares

****99.5 Audit committee charter

99.6 Abstract of the terms of appointment of Messrs. N.
R. Narayana Murthy, Nandan M. Nilekani, K. Dinesh
and S. D. Shibulal dated April 10, 2002.

- ----------
* Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form F-1 (File No. 333-72195) in the form
declared effective on March 10, 1999.

** Incorporated by reference to exhibits filed with the Registrant's Quarterly
Report on Form 6-K filed on January 21, 2000

*** Incorporated by reference to exhibits filed with the Registrant's Quarterly
Report on Form 6-K filed on August 4, 1999.

**** Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 20-F filed on May 3, 2001.

Signatures

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this Annual Report on its behalf.

for Infosys Technologies Limited

/s/ NANDAN M. NILEKANI
-----------------------------------------
Nandan M. Nilekani
Bangalore, India Chief Executive Officer, President
May 8, 2002 and Managing Director

/s/ N. R. NARAYANA MURTHY
-----------------------------------------
N. R. Narayana Murthy
Chairman and Chief Mentor

EXHIBIT INDEX

Exhibit
number Description of document
------- -----------------------

**3.1 Articles of Association of the Registrant, as
amended

**3.2 Memorandum of Association of the Registrant, as
amended

*3.3 Certificate of Incorporation of the Registrant, as
currently in effect

*4.1 Form of Deposit Agreement among the Registrant,
Bankers Trust Receipts issued thereunder (including
as an exhibit, the form of American Depositary
Receipt)

*4.2 Registrant's Specimen Certificate for Equity Shares

*10.1 Registrant's 1998 Stock Option Plan

*10.2 Registrant's Employee Stock Offer Plan

*10.3 Employees Welfare Trust Deed of Registrant Pursuant
to Employee Stock Offer Plan

*10.4 Form of Indemnification Agreement

***10.5 Registrant's 1999 Stock Option Plan

13.1 Infosys Annual Report for fiscal 2002

23.1 Consent of KPMG, India

99.1 Proxy Information Statement to holders of American
Depositary Shares

99.2 Proxy Information Statement to holders of Equity
Shares

99.3 Proxy Form to holders of Equity Shares

99.4 Proxy Form to holders of American Depositary Shares

****99.5 Audit committee charter

99.6 Abstract of the terms of appointment of Messrs. N.
R. Narayana Murthy, Nandan M. Nilekani, K. Dinesh
and S. D. Shibulal dated April 10, 2002.

- ----------
* Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form F-1 (File No. 333-72195) in the form
declared effective on March 10, 1999.

** Incorporated by reference to exhibits filed with the Registrant's Quarterly
Report on Form 6-K filed on January 21, 2000

*** Incorporated by reference to exhibits filed with the Registrant's Quarterly
Report on Form 6-K filed on August 4, 1999.

**** Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 20-F filed on May 3, 2001.