EXHIBIT 99.2
[INFOSYS LOGO]
Infosys Technologies Limited
Electronics City, Hosur Road
Bangalore - 561 229, India.
Tel. : 91-80-852 0261
Fax : 91-80-852 0362
April 10, 2002
Dear member,
You are cordially invited to attend the twenty-first Annual General Meeting of
the members on Saturday, June 08, 2002 at 3.00 p.m. at the J. N. Tata
Auditorium, National Science Seminar Complex, Indian Institute of Science,
Bangalore 560 012, India.
The notice for the meeting containing the proposed resolutions is enclosed
herewith.
If you need special assistance at the Annual General Meeting because of a
disability, please contact the Office of the Director - Finance &
Administration, Infosys Technologies Limited, Electronics City, Bangalore - 561
229, India (Tel.: +91-80-852 0396).
Very truly yours,
/S/ N. R. NARAYANA MURTHY
- -----------------------------
N. R. Narayana Murthy
Chairman and Chief Mentor
Encl.
NOTICE
Notice is hereby given that the twenty-first Annual General Meeting of the
members of Infosys Technologies Limited will be held on Saturday, June 08, 2002,
at 3.00 p.m. at the J. N. Tata Auditorium, National Science Seminar Complex,
Indian Institute of Science, Bangalore - 560 012, India, to transact the
following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Balance Sheet as at March 31, 2002 and
the Profit & Loss Account for the year ended on that date and the Report of
the Directors and the Auditors thereon.
2. To declare a final dividend.
3. To appoint a director in place of Mr. Nandan M. Nilekani who retires by
rotation and, being eligible, offers himself for re-election.
4. To appoint a director in place of Mr. Philip Yeo who retires by rotation
and, being eligible, offers himself for re-election.
5. To appoint a director in place of Mr. K. Dinesh who retires by rotation
and, being eligible, offers himself for re-election.
6. To appoint a director in place of Mr. T. V. Mohandas Pai who retires by
rotation and, being eligible, offers himself for re-election.
7. To appoint a director in place of Mr. Phaneesh Murthy who retires by
rotation and, being eligible, offers himself for re-election.
8. To appoint Auditors to hold office and to fix their remuneration.
SPECIAL BUSINESS
9. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309
and Schedule XIII and other applicable provisions, if any, of the Companies
Act, 1956, the consent of the Company be and it is hereby accorded to the
reappointment of Mr. N. R. Narayana Murthy as Chairman and Chief Mentor for
a period of five years with effect from May 01, 2002, on the terms and
conditions as set out in the draft agreement to be executed by Mr. N. R.
Narayana Murthy, (including the remuneration to be paid in the event of
loss or inadequacy of profits in any financial year during the aforesaid
period), submitted to this meeting and for identification initialed by the
Company Secretary, with liberty to the Board of Directors, to alter, vary
and modify the terms of the said reappointment/remuneration including
salary, performance bonus, allowances and perquisites in such a manner as
may be agreed to between the Board of Directors and Mr. N. R. Narayana
Murthy within and in accordance with and subject to the limits prescribed
in Schedule XIII to the Companies Act, 1956, or any amendment or any
statutory modifications thereto and conditions, if any, as may be
stipulated by the Central Government and as may be agreed to accordingly
between the Board of Directors and Mr. N. R. Narayana Murthy.
RESOLVED FURTHER THAT notwithstanding anything herein above stated where in
any financial year closing on and after April 1, 2002, the Company incurs a
loss or its profits are inadequate, the Company shall pay to Mr. N. R.
Narayana Murthy remuneration by way of salary, performance bonus and other
allowances not exceeding a sum of Rs. 12,33,480 per annum or Rs. 1,02,790
per month and in addition thereto the perquisites not exceeding the limits
specified under Para 2 of Section II, Part II of Schedule XIII to the
Companies Act 1956, or such other limits as may be prescribed by the
Government from time to time as minimum remuneration."
10. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309
and Schedule XIII and other applicable provisions, if any, of the Companies
Act, 1956, the consent of the Company be and it is hereby accorded to the
reappointment of Mr. Nandan M. Nilekani as Chief Executive Officer,
President and Managing Director for a period of five years with effect from
May 01, 2002, on the terms and conditions as set out in the draft agreement
to be executed by Mr. Nandan M. Nilekani, (including the remuneration to be
paid in the event of loss or inadequacy of profits in any financial year
during the aforesaid period), submitted to this meeting and for
identification initialed by the Company Secretary with liberty to the Board
of Directors, to alter, vary and modify the terms of the said
reappointment/remuneration including salary, performance bonus, allowances
and perquisites in such a manner as may be agreed to between the Board of
Directors and Mr. Nandan M. Nilekani within and in accordance with and
subject to the limits prescribed in Schedule XIII to the Companies Act,
1956, or any amendment or any statutory modifications thereto and
conditions if any, as may be stipulated by the Central Government and as
may be agreed to accordingly between the Board of Directors and Mr. Nandan
M. Nilekani.
RESOLVED FURTHER THAT notwithstanding anything herein above stated where in
any financial year closing on and after April 1, 2002, the Company incurs a
loss or its profits are inadequate, the Company shall pay to Mr. Nandan M.
Nilekani remuneration by way of salary, performance bonus and other
allowances not exceeding a sum of Rs. 12,33,480 per annum or Rs. 1,02,790
per month and in addition thereto the perquisites not exceeding the limits
specified under Para 2 of Section II, Part II of Schedule XIII to the
Companies Act 1956, or such other limits as may be prescribed by the
Government from time to time as minimum remuneration."
11. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309
and Schedule XIII and other applicable provisions, if any, of the Companies
Act, 1956, the consent of the Company be and it is hereby accorded to the
reappointment of Mr. K. Dinesh as a Whole-time Director for a period of
five years with effect from May 01, 2002, on the terms and conditions as
set out in the draft agreement to be executed by Mr. K. Dinesh, (including
the remuneration to be paid in the event of loss or inadequacy of profits
in any financial year during the aforesaid period), submitted to this
meeting and for identification initialed by the Company Secretary with
liberty to the Board of Directors, to alter, vary and modify the terms of
the said reappointment/remuneration including salary, performance bonus,
allowances
(i)
and perquisites in such a manner as may be agreed to between the Board of
Directors and Mr. K. Dinesh within and in accordance with and subject to
the limits prescribed in Schedule XIII to the Companies Act, 1956, or any
amendment or any statutory modifications thereto and conditions if any, as
may be stipulated by the Central Government and as may be agreed to
accordingly between the Board of Directors and Mr. K. Dinesh.
RESOLVED FURTHER THAT notwithstanding anything herein above stated where in
any financial year closing on and after April 1, 2002, the Company incurs a
loss or its profits are inadequate, the Company shall pay to Mr. K. Dinesh
remuneration by way of salary, performance bonus and other allowances not
exceeding a sum of Rs. 12,33,480 per annum or Rs. 1,02,790 per month and in
addition thereto the perquisites not exceeding the limits specified under
Para 2 of Section II, Part II of Schedule XIII to the Companies Act 1956,
or such other limits as may be prescribed by the Government from time to
time as minimum remuneration."
12. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309
and Schedule XIII and other applicable provisions, if any, of the Companies
Act, 1956, the consent of the Company be and it is hereby accorded to the
reappointment of Mr. S. D. Shibulal as a Whole-time Director for a period
of five years with effect from January 10, 2002, on the terms and
conditions as set out in the draft agreement to be executed by Mr. S. D.
Shibulal, (including the remuneration to be paid in the event of loss or
inadequacy of profits in any financial year during the aforesaid period),
submitted to this meeting and for identification initialed by the Company
Secretary, with liberty to the Board of Directors, to alter, vary and
modify the terms of the said reappointment/remuneration including salary,
performance bonus, allowances and perquisites in such a manner as may be
agreed to between the Board of Directors and Mr. S. D. Shibulal within and
in accordance with and subject to the limits prescribed in Schedule XIII to
the Companies Act, 1956, or any amendment or any statutory modifications
thereto and conditions if any, as may be stipulated by the Central
Government and as may be agreed to accordingly between the Board of
Directors and Mr. S. D. Shibulal.
RESOLVED FURTHER THAT notwithstanding anything herein above stated where in
any financial year closing on and after April 1, 2002, the Company incurs a
loss or its profits are inadequate, the Company shall pay to S. D. Shibulal
remuneration by way of salary, performance bonus and other allowances not
exceeding a sum of Rs. 12,33,480 per annum or Rs. 1,02,790 per month and in
addition thereto the perquisites not exceeding the limits specified under
Para 2 of Section II, Part II of Schedule XIII to the Companies Act 1956,
or such other limits as may be prescribed by the Government from time to
time as minimum remuneration."
13. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT Mr. Claude Smadja, who was co-opted as an Additional
Director of the Company by the Board of Directors, and who holds office
under Section 260 of the Companies Act, 1956, until the date of the Annual
General Meeting and in respect of whom the Company has received a notice in
writing proposing his candidature for the office of a Director, be and is
hereby appointed as a director of the Company, liable to retire by
rotation."
14. To consider and, if thought fit, to pass with or without modifications as a
special resolution the following:
"RESOLVED THAT in accordance with the FEMA (Transfer of Issue of Security
by a Person Resident outside India) Regulations, 2000 or any other
applicable law, and subject to the approval of the Central Government and
Reserve Bank of India if required, the consent of the Company be and it is
hereby accorded for investment by Foreign Institutional Investors, in the
equity share capital of the Company, either by direct investment or by
purchase or otherwise by acquiring from the market under portfolio
investment scheme on repatriation basis, upto 100% of the paid-up equity
share capital of the Company or such other limit as may be prescribed from
time to time by the Central Government and/or Reserve Bank of India or
any other related authority.
RESOLVED FURTHER THAT the Board be and it is hereby authorized to do all
such acts, deeds, matters and things as may be necessary, proper or
expedient for the purpose of giving effect to this resolution and for
matters connected therein or incidental thereto"
(ii)
NOTES:
1. An Explanatory Statement pursuant to Section 173(2) of the Companies Act,
1956 is annexed hereto.
2. A member entitled to attend and vote at the meeting is entitled to appoint
a proxy to attend the meeting and the proxy need not be a member of the
Company. Under the Companies Act, 1956, voting 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 paid-up capital of at least Rs. 50,000. A
proxy may not vote except in a poll.
3. The instrument appointing the proxy should be deposited at the Registered
Office of the Company not less than 48 hours before the commencement of the
meeting.
4. Members/proxies should bring duly filled Attendance Slips sent herewith
for attending the meeting.
5. The Register of Directors' shareholdings, maintained under Section 307 of
the Companies Act, 1956, is available for inspection by the members at the
Annual General Meeting.
6. The Register of Contracts, maintained under Section 301 of the Companies
Act, 1956, is available for inspection by the members at the Registered
Office of the Company.
7. The Register of Members and Share Transfer Books will remain closed from
May 24, 2002 to June 08, 2002 both days inclusive.
8. The certificate from the Auditors of the Company certifying that the
Company's 1998 Stock Option Plan and 1999 Stock Option Plan are being
implemented in accordance with the SEBI (Employees Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999 and in accordance with
the resolution of the members in the general meeting is available for
inspection by the members at the Annual General Meeting.
9. Subject to the provisions of Section 206A of the Companies Act, 1956,
dividend as recommended by the Board of Directors, if declared at the
meeting, will be payable on or after June 08, 2002 to those members whose
names appear in the Register of Members as on May 24, 2002, subject to
deductions of tax, if any.
10. Members whose shareholding are in the electronic mode are requested to
direct change of address notifications and updations of Savings Bank
Account details to their respective Depositary Participants.
11. Members are requested to address all correspondences, including dividend
mandates, to the Registrar and Share Transfer Agents - Karvy Consultants
Limited, T. K. N. Complex, No. 51/2, Vanivilas Road, Opp. National College,
Basavanagudi, Bangalore - 560 004, India.
12. Members wishing to claim dividends, which remain unclaimed, are requested
to correspond with Mr. V. Balakrishnan, Company Secretary and Vice
President - Finance at the Company's registered office for further
particulars. Members are requested to note that dividends not encashed or
claimed within seven years from the date of transfer to the Company's
Unpaid Dividend Account, will, as per Section 205 A of the Companies Act,
1956, be transferred to the Investor Education and Protection Fund. In the
course of the next 12 months, unclaimed interim and final dividends for the
year 1995-96 will be transferred to this fund.
13. Members are encouraged to utilize the Electronic Clearing System (ECS) for
receiving dividends. This notice includes an ECS Mandate Form for the
benefit of members desiring to receive dividends through the ECS mode.
EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956.
ITEMS 9, 10 & 11
Items 9, 10 and 11 pertain to the resolutions seeking the approval of the
members in general meeting for reappointing Mr. N. R. Narayana Murthy, Mr.
Nandan M. Nilekani and Mr. K. Dinesh as the Chairman and Chief Mentor, Chief
Executive Officer, President and Managing Director and Whole-time Director of
the Company, respectively.
I. MR. N. R. NARAYANA MURTHY & MR. NANDAN M. NILEKANI:
Mr. N. R. Narayana Murthy and Mr. Nandan M. Nilekani were appointed, the
Chairman and Chief Executive, Officer and the Managing Director, President
and Chief Operating Officer of the Company respectively for a term of five
years expiring on April 30, 2002. As part of the initiative to create an
enduring leadership for the Company, the Board of Directors of the Company
in its meeting held on January 10, 2002, re-designated Mr. N. R. Narayana
Murthy as the Chairman and Chief Mentor and Mr. Nandan M. Nilekani as the
Chief Executive Officer, President and Managing Director of the Company.
These changes took effect on March 31, 2002. The Board of Directors of the
Company, at its meeting held on April 10, 2002, reappointed Mr. N. R.
Narayana Murthy as Chairman and Chief Mentor and Mr. Nandan M. Nilekani as
Chief Executive Officer, President and Managing Director of the Company,
for a period of five years with effect from May 1, 2002 on the terms and
conditions mentioned in the Abstract of the Terms of Appointment of Mr. N.
R. Narayana Murthy, Mr. Nandan M. Nilekani, Mr. K. Dinesh and Mr. S. D.
Shibulal, dated April 10, 2002 and circulated to the members of the Company
pursuant to Section 302 of the Companies Act 1956 (the "Abstract of the
Terms of Appointment" and which is also reproduced below). The
reappointment of Mr. N. R. Narayana Murthy and Mr. Nandan M. Nilekani are
subject to the approval of the members in the General Meeting.
II. MR. K. DINESH:
Mr. K. Dinesh was appointed, a Whole-time Director of the Company for a
term of five years expiring on April 30, 2002. The Board of Directors of
the Company, at its meeting held on April 10, 2002, reappointed Mr. K.
Dinesh as a Whole-time Director of the Company, for a period of five years
with effect from May 1, 2002 on the terms and conditions mentioned in the
Abstract of the Terms of Appointment. Mr. K. Dinesh's reappointment is
subject to the approval of the members in General Meeting.
(iii)
The copies of relevant resolutions of the Board/Company in respect of
appointments of the above-mentioned persons are available for inspection by
the members at the Registered Office of the Company during working hours on
any working day till the date of this Annual General Meeting. No other
director except Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr.
K. Dinesh may be considered as interested or concerned in the resolutions.
The Abstract of the Terms of Appointment is reproduced below:
ABSTRACT OF THE TERMS OF APPOINTMENTS OF MR. N. R. NARAYANA MURTHY AS CHAIRMAN
AND CHIEF MENTOR; MR. NANDAN M. NILEKANI AS CHIEF EXECUTIVE OFFICER, PRESIDENT
AND MANAGING DIRECTOR; AND MR. K. DINESH AS WHOLE-TIME DIRECTOR OF INFOSYS
TECHNOLOGIES LIMITED, ISSUED TO THE MEMBERS OF THE COMPANY PURSUANT TO SECTION
302 OF THE COMPANIES ACT, 1956:
As part of the initiative to create an enduring leadership for the Company, the
Board of Directors, at its meeting held on January 10, 2002, re-designated Mr.
N. R. Narayana Murthy as the Chairman and Chief Mentor and Mr. Nandan M.
Nilekani as the Chief Executive Officer, President and Managing Director of the
Company. These changes took effect on March 31, 2002. The Board of Directors, at
its meeting held on April 10, 2002, reappointed Mr. N. R. Narayana Murthy as
Chairman and Chief Mentor; Mr. Nandan M. Nilekani as Chief Executive Officer,
President and Managing Director; and Mr. K. Dinesh as Whole-time Director of the
Company, for a period of five years with effect from May 1, 2002. The
reappointment of Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K.
Dinesh and the terms of their reappointment are subject to the approval of the
members in general meeting, pursuant to the provisions of Sections 198, 269,
309, Schedule XIII and other applicable provisions of the Companies Act, 1956.
The terms and conditions of their appointments are as follows:
1. Period of appointment: May 1, 2002 to April 30, 2007.
2. Details of remuneration:
a) Salary per month:
Mr. N. R. Narayana Murthy Rs. 70,300 p.m. in the scale of Rs. 30,000 - Rs. 80,000 p.m.
Mr. Nandan M. Nilekani Rs. 70,300 p.m. in the scale of Rs. 30,000 - Rs. 80,000 p.m.
Mr. K. Dinesh Rs. 70,300 p.m. in the scale of Rs. 30,000 - Rs. 80,000 p.m.
b) Performance bonus:
Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh, shall
be entitled to performance bonus based on their performance or based on
their value addition to the Company, up to a maximum of 25% of salary,
payable quarterly or at other intervals as may be decided by the Board.
c) Company Performance-Linked Incentive:
Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh shall
be eligible for a Company Performance-Linked Incentive, payable quarterly
or at other intervals as may be decided by the Board.
d) Perquisites and allowances:
(i) Housing: Furnished/unfurnished residential accommodation or
house rent allowance at 40% of salary in lieu thereof.
Expenses incurred on gas, electricity, water and furnishings
shall be valued as per Income Tax Rules, 1962.
(ii) Medical reimbursement/allowance: Reimbursement of actual
expenses for self and family and/or allowances will be paid as
per the rules of the Company.
(iii) Leave travel concession/allowance: For self and family once in
a year, in accordance with the rules of the Company.
(iv) Club fees: Fees payable subject to a maximum of two clubs.
(v) Personal accident insurance: As per the rules of the Company.
(vi) Provision of driver/Allowance for driver's salary: As per the
rules of the Company.
(vii) Company car and telephone: Expenses in relation to use of
Company car and telephone for official purposes.
e) Other benefits:
(i) Earned/privilege leave: As per the rules of the Company.
(ii) Company's contribution to provident fund and superannuation
fund: As per the rules of the Company.
(iii) Gratuity: As per the rules of the Company.
(iv) Encashment of leave: As per the rules of the Company.
The aggregate of the salary, performance bonus, Company performance-linked
incentive, perquisites and allowances, and other benefits taken together in
respect of payment to Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and
Mr. K. Dinesh, shall always be subject to the overall ceilings laid down in
Sections 198 and 309 of the Companies Act, 1956.
f) Minimum remuneration
Where in any financial year, during the currency of tenure of Mr. N. R.
Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh, the Company
incurs a loss or its profits are inadequate, the Company may pay them
remuneration by way of salary, performance bonus, perquisites and
allowances not exceeding the limits as specified below:
Mr. N. R. Narayana Murthy Rs. 12,33,480 p.a. or Rs. 1,02,790 p.m.
Mr. Nandan M. Nilekani Rs. 12,33,480 p.a. or Rs. 1,02,790 p.m.
Mr. K. Dinesh Rs. 12,33,480 p.a. or Rs. 1,02,790 p.m.
(iv)
and in addition the perquisites not exceeding the limits specified under
Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956,
or such other limits as may be prescribed by the Government from time to
time as minimum remuneration.
3. Termination: The Agreement may be terminated by either party by giving six
months notice, in writing, of such termination. If, at any time, Mr. N. R.
Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh cease to be
directors of the Company for any cause whatsoever, the agreement shall
forthwith be terminated.
4. Duties: Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh
shall perform such duties as may from time to time be entrusted to them,
subject to the superintendence and control of the Board of Directors.
ITEM 12
Mr. S. D. Shibulal was appointed as a Whole-time Director of the Company for a
term of five years expiring on January 09, 2002. Mr. S. D. Shibulal has since
been reappointed as a Whole-time Director of the Company, for a further period
of five years with effect from January 10, 2002 on the terms and conditions
mentioned in the Abstract of the Terms of Appointment. Mr. S. D. Shibulal's
reappointment is subject to the approval of the members in General Meeting.
Further, in view of the Company's business requirements, the Board of Directors,
at its meeting held on April 10, 2002, resolved that Mr. S. D. Shibulal will be
based in U.S.A., from April 14, 2002. Accordingly, the Board of Directors
resolved that for the period between January 10, 2002 and April 13, 2002, Mr. S.
D. Shibulal's reappointment as Whole-time Director shall be on the same terms
and conditions as was approved by the Company in the General Meeting held on
June 7, 1997 (except Clause 2 (f) in the Abstract) and effective April 14, 2002,
Mr. S. D. Shibulal's reappointment as a Whole-time Director (so long as he is
based outside of India) shall be on the terms and conditions mentioned below. If
Mr. S. D. Shibulal is posted to a position in India prior to the completion of
his term as a Whole-time Director, the terms and conditions of appointment
approved by the Company in the General Meeting held on June 7, 1997 (except
Clause 2 (f) in the abstract) would be applicable. No other director except Mr.
S. D. Shibulal may be considered as interested or concerned in this resolution.
These terms and conditions are subject to revision if and when Mr. S. D.
Shibulal is posted to a position based in India.
ABSTRACT OF THE TERMS OF APPOINTMENT OF MR. S. D. SHIBULAL AS WHOLE-TIME
DIRECTOR OF INFOSYS TECHNOLOGIES LIMITED, ISSUED TO THE MEMBERS OF THE COMPANY
PURSUANT TO SECTION 302 OF THE COMPANIES ACT 1956:
The term of Mr. S. D. Shibulal as a Whole-time Director of the Company came to
an end on January 9, 2002. He has since been reappointed as a Whole-time
Director of the Company for a further period of five years. Further, in view of
the Company's business requirements, the Board of Directors of the Company, at
its meeting held on April 10, 2002, resolved that Mr. S. D. Shibulal will be
based in U.S.A, from April 14, 2002. Accordingly, for the period between January
10, 2002 and April 13, 2002, Mr. S. D. Shibulal's reappointment as Whole-time
Director shall be on the same terms and conditions as was approved by the
Company in the General Meeting held on June 7, 1997 (except Clause 2 (f) below)
and effective April 14, 2002, Mr. S. D. Shibulal's reappointment as a Whole-time
Director (so long as he is based outside of India) shall be on the terms and
conditions mentioned below. These terms and conditions are subject to revision
if and when Mr. S. D. Shibulal is posted to a position based in India. If Mr. S.
D. Shibulal is posted to a position in India prior to the completion of his term
as a Whole-time Director, the terms and conditions of appointment approved by
the Company in the General Meeting held on June 7, 1997 (except Clause 2 (f)
below) would be applicable. The reappointment of Mr. S. D. Shibulal and the
terms of his reappointment are subject to the approval of the members in General
Meeting, pursuant to the provisions of Sections 198, 269, 309, Schedule XIII and
other applicable provisions of the Companies Act 1956.
1. Period of appointment: January 10, 2002 to January 09, 2007.
2. Details of remuneration:
(i) January 10, 2002 to April 13, 2002
-----------------------------------------------------------------------------------------------------------------------
[On the same terms and conditions as approved by the
Company in the General Meeting held on June 7, 1997] Rs. 70,300 p.m. In the scale of Rs. 30,000 - Rs. 80,000 p.m.
-----------------------------------------------------------------------------------------------------------------------
(ii) April 14, 2002 to January 09, 2007
a) Salary per month:
----------------------------------------------------------------------------------------------------------------------------
April 14, 2002 to January 09, 2007,
[Only if, Mr. S. D. Shibulal is based outside of India.] US $ 20,833 p.m. In the scale of US $ 16,667 - US $ 29,167 p.m.
----------------------------------------------------------------------------------------------------------------------------
b) Performance Bonus:
Mr. S. D. Shibulal shall be entitled to performance bonus based on his
performance or based on his value addition to the Company, up to a
maximum of US $ 80,000 per annum or up to 150% of salary, payable
quarterly or at other intervals as may be decided by the Board.
c) Company Performance-Linked Incentive:
Mr. S. D. Shibulal shall be eligible for a Company Performance-Linked
Incentive, payable quarterly or at other intervals as may be decided
by the Board.
d) Perquisites and allowances:
Mr. S. D. Shibulal shall be covered under the health-care, income
protection and retirement plans offered by Infosys to all its US-based
employees:
(v)
(i) Health care benefits: The Company will incur expenditure as
per the rules of the Company for insuring Mr. S. D. Shibulal
and his dependent family for medical and dental care, vision
care, and offers him a life insurance and Accidental Death and
Dismemberment (AD&D) insurance.
(ii) Disability insurance: The Company will incur expenditure as
per the rules of the Company, for covering Mr. S. D. Shibulal
under the income protection plan that provides short-term and
long-term disability insurance in case of any situation that
disables him from attending regular duties (and earning full
wages) for a continuous period exceeding one week.
(iii) 401(k) plan: Mr. S. D. Shibulal shall be eligible to
participate in this tax-deferred retirement benefit where the
Company matches 25% of the employee's contribution per year,
up to a maximum amount as per the rules of the Company.
(iv) Conveyance: Mr. S. D. Shibulal shall be entitled to a fully
insured Company leased car and operational expenses thereof to
discharge his official responsibilities.
(v) Telephone: Use of the Company's telephone at residence for
official purposes.
e) Other benefits:
(i) Earned/privilege leave: As per the rules of the Company.
(ii) Encashment of leave: As per the rules of the Company.
The aggregate of the salary, performance bonus, Company
performance-linked incentive, perquisites and allowances, and other
benefits taken together in respect of payment to Mr. S. D. Shibulal,
shall always be subject to the overall ceilings laid down in Sections
198 and 309 of the Companies Act, 1956.
f) Minimum remuneration
Where in any financial year, during the currency of tenure of Mr. S.
D. Shibulal, the Company incurs a loss or its profits are inadequate,
the Company may pay him remuneration by way of salary, performance
bonus, perquisites and allowances not exceeding the limits as
specified below:
Mr. S. D. Shibulal Rs. 12,33,480 p.a. or Rs. 1,02,790 p.m.
and in addition the perquisites not exceeding the limits specified
under Para 2 of Section II, Part II of Schedule XIII to the Companies
Act, 1956, or such other limits as may be prescribed by the Government
from time to time as minimum remuneration.
3. Termination: The Agreement may be terminated by either party by giving six
months notice, in writing, of such termination. If, at any time, Mr. S. D.
Shibulal ceases to be director of the Company for any cause whatsoever, the
agreement shall forthwith be terminated.
4. Duties: Mr. S. D. Shibulal shall perform such duties as may from time to
time be entrusted to him, subject to the superintendence and control of the
Board of Directors.
ITEM 13
Mr. Claude Smadja was co-opted as an Additional Director of the Company with
effect from October 25, 2001 pursuant to Section 260 of the Companies Act, 1956.
Mr. Claude Smadja holds office of director upto the date of the ensuing Annual
General Meeting. The Company has received notice in writing from a member
alongwith a deposit of Rs. 500/- proposing the candidature of Mr. Claude Smadja
for the office of Director under the provisions of Section 257 of the Companies
Act, 1956. None of the directors other than Mr. Claude Smadja is interested in
this resolution.
The Board recommends resolutions 1-13 for the approval of the members.
ITEM 14
The investment by Foreign Institutional Investors (FIIs) in the equity of Indian
companies was permitted to the extent of 49% of the paid-up equity capital of
the concerned Indian companies. The Reserve Bank of India in consultation with
the Government of India, has, by way of its circular dated September 20, 2001,
raised the limit of such investments upto the sectoral cap or statutory ceiling,
applicable, in various industrial sectors as per the present foreign investment
policy of the government provided that the approval of the Company's Board of
Directors and the General Body is first obtained. Since the sectoral cap
prescribed for the software industry is 100% of the paid-up equity capital of
individual companies, the resolution at item 14 of the Notice seeks shareholder
approval for increases in the permitted FII investment limits upto 100%. The
Board considers the increased investment by FIIs to be in the interest of the
Company. The Board recommends the resolution for increasing the maximum limit of
FII investment in the Company to 100% of the paid-up equity share capital of the
Company.
None of the directors are concerned or interested in this resolution.
By order of the Board
Electronics City, Hosur Road,
Bangalore - 561 229, India. V. Balakrishnan
Company Secretary
April 10, 2002 and Vice President - Finance
(vi)
ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT OR
SEEKING ELECTION AT THE ANNUAL GENERAL MEETING
Following is the biographical data about the directors seeking re-election or
recommended for appointment as a director:
[PHOTOGRAPH OF N. R. Narayana Murthy has served as Chairman of the
N. R. NARAYANA MURTHY] Board and Chief Mentor of Infosys since March 31,
2002. He has served as the Chairman of the Board
and Chief Executive Officer of Infosys since 1981,
when he founded the Company with six software
professionals. He also served as Managing Director
of Infosys until February 1999. While at Infosys,
from 1992 to 1994, he served as the President of
NASSCOM. 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 Councillors 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 is the Chairman of Bangalore
International Airport Limited and is a director on
the Board of Media Lab Asia. He is also a director
on the Board of the Reserve Bank of India. 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). He has been named among
the "25 most influential global executives" by
TIME/CNN. He has also been featured in
BusinessWeek's `The Top Entrepreneurs' (1999) and
`The Stars of Asia' (for three successive years -
1998, 1999 and 2000). Mr. Murthy has a bachelor's
degree in Electrical Engineering from the
University of Mysore and a master's degree from the
Indian Institute of Technology (IIT), Kanpur.
[PHOTOGRAPH OF Nandan M. Nilekani is a co-founder of Infosys and
NANDAN M. NILEKANI] was appointed as the Chief Executive Officer,
President and Managing Director of Infosys in March
2002. He has served as a Director since 1981, Head
- Marketing and Sales of Infosys since 1987, Head -
Banking Business Unit since 1998, and Managing
Director, President and Chief Operating Officer
since February 2000. From 1981 to 1987, Mr.
Nilekani was in the United States managing the
marketing and development efforts of Infosys. He 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. He is the Chairman of the
Government of India's IT Task Force for the power
sector and the Chairman of the Bangalore Agenda
Task Force set up by the Karnataka state
government. He is also a member of the Planning
Commission's steering committee on communications
and information for the formulation of the tenth
Five Year Plan. In addition, Mr. Nilekani has
served as a member of the subcommittee 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 his
bachelor's degree in electrical engineering from
the Indian Institute of Technology (IIT), Bombay in
1978 and received the institute's Distinguished
Alumnus Award in 1999. Mr. Nilekani serves on the
investors grievance committee of the Company.
[PHOTOGRAPH OF Philip Yeo has served as an independent director of
PHILIP YEO] the Company since October 1999. He has served as
the Co-chairman of the Singapore Economic
Development Board since February 2001, and as the
Chairman of Singapore's National Science &
Technology Board since February 2001. Mr. Yeo
graduated in 1970 in Applied Science (Industrial
Engineering) from the University of Toronto, Canada
under a Colombo Plan Scholarship. He later obtained
a Master of Science (Systems Engineering) from the
University of Singapore in 1974. In 1976, he
obtained a Master in Business Administration from
Harvard University, USA, under a Fulbright
scholarship. Mr. Yeo joined the Administrative
Service in 1970 and served in the Ministry of
Defence before assuming his current appointment of
Chairman, Economic Development Board in January
1986. Mr. Yeo also served as the first Chairman of
the National Computer Board from 1981 to 1987. Mr.
Yeo was Board Member (from 1980) and Chairman of
the Executive Committee of Singapore Technologies
Holdings (from 1987 to 1993). Mr. Yeo serves on the
investors grievance committee, compensation
committee and the nominations committee of the
Company.
(vii)
[PHOTOGRAPH OF Claude Smadja has served as an Additional Director
CLAUDE SMADJA] of the Company since October 25, 2001 and is
President of Smadja & Associates: Strategic
Advisory, a firm advising global corporations and
governments on strategic issues, global trends and
their implications on policies. Between January
1996 and April 2001, he had been the Managing
Director of the World Economic Forum. His portfolio
of responsibilities included, among other domains,
direct responsibility for the Annual Meeting in
Davos, the Forum's activities in Asia and the
direct responsibility for the yearly East Asia
Economic Summit and the yearly financial services
governors meeting, comprising most of the top
executives of the major players in this sector.
Prior to his position as Managing Director of the
World Economic Forum, Claude Smadja had been
Director for the News and Current Affairs
Department of the Swiss Broadcasting Corporation in
Geneva for three years and a Senior Adviser to the
World Economic Forum. He had been associated with
the World Economic Forum from mid 1987 to January
1993 as a Director and Member of the Executive
Board, first creating and heading World Link - the
Magazine of the World Economic Forum and then
creating the Forum's first Regional Economic Summit
- The East Asia Economic Summit. He contributes to
international publications on major issues on the
global agenda and on the trends shaping the
macroeconomic and the political environment. He is
also on the board of corporations in Switzerland
and abroad and is the Chairman of the International
Board of Overseers at the Illinois Institute of
Technology. Mr. Smadja serves on the nominations
committee and the investors grievance committee of
the Company.
[PHOTOGRAPH OF K. Dinesh is a co-founder of Infosys and has served
K. DINESH] as a Director since 1985. He has served as Head -
Quality, Productivity and MIS of Infosys since
1996. His current portfolio of functions includes
Human Resources, Quality, Productivity, Information
systems and Communication Design. From 1991 to
1996, Mr. Dinesh served in various project
management position and was responsible for
worldwide software development efforts for Infosys.
From 1981 to 1990, he managed projects for Infosys
in the United States. Mr. Dinesh received an M.Sc.
degree in Mathematics from Bangalore University.
Mr. Dinesh serves on the investors grievance
committee of the Company.
[PHOTOGRAPH OF S. D. Shibulal is a co-founder of Infosys and has
S.D. SHIBULAL] served as a Director from 1984 to 1991 and since
1997. In his current position as Head of Delivery,
he is responsible for customer delivery worldwide.
He has served as Head - Manufacturing, Distribution
and Year 2000 Business Unit and Head - Internet and
Intranet Business Unit of Infosys since 1997. From
1991 to 1996, Mr. Shibulal was on sabbatical from
Infosys and served as Senior Information Resource
Manager at Sun Microsystems Inc. From 1981 to 1991,
he worked for Infosys in the United States on
projects in the retail and manufacturing
industries. Mr. Shibulal is a Director on the Board
of OnMobile, USA. Mr. Shibulal received an M.Sc.
degree in Physics from the University of Kerala and
an MS degree in Computer Science from the Boston
University. Mr. Shibulal serves on the investors
grievance committee of the Company.
[PHOTOGRAPH OF T. V. Mohandas Pai has served as Director of
T.V. MOHANDAS PAI] Infosys since May 27, 2000. From 1996 to 2000, he
was Senior Vice President, Head - Finance and
Administration and Chief Financial Officer of
Infosys. From 1994 to 1996, he served as Vice
President of Finance at Infosys. From 1988 to 1994,
Mr. Pai was Executive Director of Prakash Leasing
Ltd. Mr. Pai received his 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.
[PHOTOGRAPH OF Phaneesh Murthy has served as Director of Infosys
PHANEESH MURTHY] since May 27, 2000. From 1996 to 1999 he served as
Senior Vice President and Head - Worldwide Sales of
Infosys. From 1992 to 1996, Mr. Murthy was a
Marketing Manager for Infosys based in the United
States. From 1987 to 1992, he worked in sales and
marketing for Sonata Software Ltd. Mr. Murthy
received a B.Tech. in Mechanical Engineering from
IIT Madras and a postgraduate diploma in business
administration from IIM Ahmedabad.
(viii)
Attendance record of the directors seeking re-election or recommended for
appointment:
No. of meetings held No. of meetings attended
-------------------- ------------------------
Mr. Nandan M. Nilekani 5 5
Mr. Philip Yeo 5 0
Mr. K. Dinesh 5 5
Mr. T. V. Mohandas Pai 5 5
Mr. Phaneesh Murthy 5 5
Mr. Claude Smadja 1* 1*
- ----------
* Indicates the board meetings held after appointment as a director.
Summary of directorships and board committee memberships of each director of the
Company as of March 31, 2002:
Directorships held as on March 31, 2002
-------------------------------------- Committee Chairmanship in
India All companies membership in committees in which
Name listed companies* around the world** all companies*** they are members***
- ---- ----------------- ------------------ ---------------- -------------------
N. R. Narayana Murthy 1 3 0 0
Nandan M. Nilekani 0 1 1 0
S. Gopalakrishnan 0 1 0 0
Deepak M. Satwalekar 11 13 8 2
Prof. Marti G. Subrahmanyam 1 7 4 3
Philip Yeo 0 18 5 1
Prof. Jitendra Vir Singh 0 1 2 0
Dr. Omkar Goswami 2 3 4 1
Sen. Larry Pressler 0 3 2 0
Rama Bijapurkar 3 6 4 1
Claude Smadja 0 3 3 2
K. Dinesh 0 1 1 0
S. D. Shibulal 0 2 1 0
T. V. Mohandas Pai 0 1 0 0
Phaneesh Murthy 0 1 0 0
Srinath Batni 0 1 0 0
- ----------
* excluding Infosys
** directorship in all companies around the world including Infosys.
*** includes audit committee, compensation (remuneration) committee,
nominations committee and investors grievance committee