Exhibit 99.1
[INFOSYS LETTERHEAD]
April 10, 2003
Dear member,
You are cordially invited to attend the twenty-second Annual General Meeting of
the members on Saturday, June 14, 2003, 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 Mr. Charles Henry Hawkes, Infosys Technologies
Limited, Electronics City, Bangalore-561 229, India (Tel.: +91-80-852 0261
Extn. 2250).
Very truly yours,
/s/ N. R. Narayana Murthy
N. R. Narayana Murthy
Chairman and Chief Mentor
Encl.
[INFOSYS LOGO]
NOTICE
Notice is hereby given that the twenty-second Annual General Meeting ("AGM") of
the members of Infosys Technologies Limited will be held on Saturday, June 14,
2003, 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, 2003
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. Srinath Batni who retires by
rotation and, being eligible, offers himself for re-election.
4. To appoint a director in place of Dr. Omkar Goswami who retires by
rotation and, being eligible, offers himself for re-election.
5. To appoint a director in place of Sen. Larry Pressler who retires by
rotation and, being eligible, offers himself for re-election.
6. To appoint a director in place of Ms. Rama Bijapurkar who retires by
rotation and, being eligible, offers herself for re-election.
7. To appoint Auditors to hold office from the conclusion of this
meeting until the conclusion of the next Annual General Meeting and
to fix their remuneration.
SPECIAL BUSINESS
8. To consider and, if thought fit, to pass with or without modifications as
an ordinary resolution, the following:
"RESOLVED THAT Mr. Sridar Iyengar be and he is hereby appointed as a
director of the company, liable to retire by rotation."
9. To consider and, if thought fit, to pass with or without modifications as
a special resolution, the following:
"RESOLVED THAT Article 107 of the Articles of Association of the company
be and is hereby deleted."
By order of the Board
Electronics City, Hosur Road
Bangalore 561 229, India. V. Balakrishnan
Company Secretary and
April 10, 2003 Vice President - Finance
(i)
[INFOSYS LOGO]
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
on 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' shareholding, maintained under Section 307
of the Companies Act, 1956, is available for inspection by the members
at the AGM.
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 30, 2003 to June 14, 2003, 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 passed at the general
meeting is available for inspection by the members at the AGM.
9. Subject to the provisions of Section 206 A 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 14, 2003 to those
members whose names appear on the Register of Members as on May 30,
2003.
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 matters, 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.
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.
Item 8
Mr. Sridar Iyengar was co-opted as an Additional Director of the company with
effect from April 10, 2003, pursuant to Section 260 of the Companies Act, 1956,
read with Article 114 of the Articles of Association of the Company. Mr. Sridar
Iyengar holds office of Director up to the date of the ensuing Annual General
Meeting. The Company has received notice in writing from a member along with a
deposit of Rs. 500/- proposing the candidature of Mr. Sridar Iyengar for the
office of Director under the provisions of Section 257 of the Companies Act,
1956. None of the Directors of the company other than Mr. Sridar Iyengar are
interested in this resolution.
The Board recommends the resolution set forth in Item No. 8 for the approval of
the members.
Item 9
Article 107 of the Articles of Association of the company provides that as long
as Mr. N. R. Narayana Murthy and/or his relatives shall hold not less than 5%
of the issued equity share capital of the company, Mr. N. R. Narayana Murthy
shall be the Managing Director of the company and shall not be liable to retire
by rotation.
Infosys is committed to practicing the highest standards of corporate
governance. This is not a matter of mere form, but, rather, of substance.
Historically, Article 107 has existed in the Articles of Association as set out
above. The Article has not been effected upon, ever since the company issued
shares to the public. Infact, Mr. N. R. Narayana Murthy himself offered to
retire by rotation in line with the other members of the board. In this
context, this Article has become redundant. Hence, the board recommends the
deletion of Article 107. None of the directors of the company other than
Mr. N. R. Narayana Murthy are interested in this resolution.
The Board recommends the resolution set forth in Item No. 9 for the approval of
the members.
(ii)
[INFOSYS LOGO]
ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT OR SEEKING
ELECTION AT THE ANNUAL GENERAL MEETING
The following is the biographical data of the directors seeking re-election or
recommended for appointment as a director:
[PHOTO OF SRINATH BATNI]
Srinath Batni was inducted as a member of the Board of Directors in May 2000.
Earlier he had served as Senior Vice President and Head -- Retail and
Telecommunications business unit since 1996. He joined Infosys as a Project
Manager in 1992. Before joining Infosys, Mr. Batni served as the Sr. Manager
Technical support with PSI Bull, an Indian subsidiary of Bull SA, France. He
started his career in Bharat Heavy Electricals Ltd., a power plant equipment
manufacturing company and held various positions between 1978 to 1990. Mr. Batni
received a Bachelors Degree in Mechanical Engineering from Mysore University and
a Masters Degree in Engineering from the Indian Institute of Science, Bangalore.
[PHOTO OF RAMA BIJAPURKAR]
Rama Bijapurkar has served as our Director since March 2001. 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 customer focused. Prior to setting
up her own consulting practice in 1997, Ms. Bijapurkar worked in senior
positions with leading management consultancy, market research and advertising
companies including McKinsey and Company, MARG Marketing and Research Group, and
MODE Services. Ms. Bijapurkar presently serves on the Board of Titan Industries
Limited, Godrej Consumer Products Limited, Arvind Mills Limited and CRISIL
(Credit Rating and Information Services of India Ltd.). In addition, she is a
visiting faculty at IIM Ahmedabad. She is an alumna of IIM Ahmedabad, and holds
a BSc Honors Degree in Physics from Delhi University.
[PHOTO OF DR. OMKAR GOSWAMI]
Dr. Omkar Goswami has been our Director since November 2000. He has been working
as Chief Economist of 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 has taught and researched 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 Cooperation and Development.
He is a director on the Board of Dr. Reddy's laboratories, Infrastructure
Development Finance Company Limited and DSP Merrill Lynch Investment Managers
Limited. Dr. Goswami received his Masters Degree in Economics from the Delhi
School of Economics in 1978 and his DPhil from Oxford in 1982.
[PHOTO OF SEN. LARRY PRESSLER]
Sen. Larry Pressler has served as our Director since January 09, 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. He is a Partner at
Alcalde & Fay, a Government and Public Affairs Consulting firm located in
Arlington, Virginia. (www.alcalde-fay.com) 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 as a
McKinsey & Company consultant, and spent three years as a government lawyer in
the U.S. State Department Legal Advisor's Office. Sen. Pressler is a former
Rhodes Scholar and graduate of Oxford University and Harvard Law School.
Currently, Sen. Pressler serves on the boards of directors of Philadelphia Stock
Exchange, Oceanic Digital Communications and Flight Safety Technologies Inc.
[PHOTO OF SRIDAR IYENGAR]
Sridar Iyengar is the President of TIE (The Indus Entrepreneurs) in Silicon
Valley. Previously, he was the Partner-in-Charge of KPMG's Emerging Business
Practice. He has had a number of leadership roles within KPMG's global
organization particularly in setting up and growing new practices. He has the
unique distinction of having worked as a partner in all three of KPMG's regions
- -- Europe, America and Asia Pacific -- as well as in all four of KPMG's
functional disciplines -- assurance, tax, consulting and financial advisory
services. He was Chairman and CEO of KPMG's India operations between 1997 and
2000 and during that period was a member of the Executive Board of KPMG's Asia
Pacific practice. Prior to that he headed up the International Services practice
in the West Coast. On his return from India in 2000 he was asked to lead a major
effort of KPMG focused on delivering audit and advisory services to early stage
companies. He served as a member of the Audit Strategy group of KPMG LLP. He was
with KPMG from 1968 until his retirement in March 2002. Sridar is a Fellow of
the Institute of Chartered Accountants in England and Wales, holds Bachelors
Degree in Commerce (Honors) from University of Calcutta and has attended the
Executive Education course at Stanford.
(iii)
[INFOSYS LOGO]
Attendance record of the directors seeking re-election or recommended for
appointment:
<Table>
<Caption>
- --------------------------------------------------------------------------------
Directors No. of meetings held No. of meetings attended
- --------------------------------------------------------------------------------
Mr. Srinath Batni 6 5
Dr. Omkar Goswami 6 5
Sen. Larry Pressler 6 5
Ms. Rama Bijapurkar 6 5
Mr. Sridar Iyengar 0 0
- --------------------------------------------------------------------------------
</Table>
Summary of directorships and board committee memberships of each director of the
company as of March 31, 2003:
<Table>
<Caption>
- --------------------------------------------------------------------------------
Directorships held as
on March 31, 2003
----------------------
All Committee Chairmanship
India companies membership in committees
listed around in all in which they
Name companies* the world** companies*** are members***
- --------------------------------------------------------------------------------
Mr. N.R. Narayana Murthy 0 3 0 0
Mr. Nandan M. Nilekani 0 1 1 0
Mr. S. Gopalakrishnan 0 1 0 0
Mr. K. Dinesh 0 1 1 0
Mr. S.D. Shibulal 0 2 1 0
Mr. T.V. Mohandas Pai 0 2 0 0
Mr. Srinath Batni 0 1 0 0
Mr. Deepak M. Satwalekar 5 11 9 4
Prof. Marti G. Subrahmanyam 1 8 7 3
Mr. Philip Yeo 0 20 3 1
Prof. Jitendra Vir Singh(#) 0 1 2 0
Dr. Omkar Goswami 1 4 5 1
Sen. Larry Pressler 0 4 2 0
Ms. Rama Bijapurkar 4 7 7 1
Mr. Claude Smadja 0 3 2 1
Mr. Sridar Iyengar(##) 0 1 1 0
- --------------------------------------------------------------------------------
</Table>
* excluding Infosys
** directorship in all companies around the world including Infosys.
*** includes audit committee, compensation (remuneration) committee,
nominations committee and investors grievance committee
(#) Resigned effective April 12, 2003
(##) Co-opted on April 10, 2003
ADDITIONAL INFORMATION AND PRACTICE NOT REQUIRED UNDER THE COMPANIES ACT.
Infosys' management acknowledges the fact that not all shareholders attend the
AGM and even though a proposal may have received the assent of the requisite
majority of members present at the general meeting, the overall shareholder
response to any proposal is not captured or known.
Recently, the Department of Company Affairs has come out with rules for Postal
Ballot which requires that certain items of business requiring shareholder
consent necessarily need to be voted on through a postal ballot. In addition,
Section 192A of the Companies Act, 1956 provides companies to present other
items of business not covered in the rules to be voted on through a postal
ballot.
Regardless of the status and applicability of the rules on Postal Ballot, the
management of Infosys believes that determining and disclosing the overall
shareholder response to the proposals placed before the shareholders in a
general meeting is a valuable corporate governance practice.
To this end, this year, the company wishes to introduce on an experimental
basis a non-mandatory ballot as an informal option for all shareholders only to
assess the general view of the absentee shareholders on the resolutions set out
in the notice. These ballots can be used by shareholders to send in their
voting preference to the resolutions outlined in this notice. These ballots can
be sent to the company by executing the accompanying non-mandatory ballot form
and dispatching it in the pre-paid postal envelope enclosed with this notice to
Mr. Parameshwar Hegde, Practicing Company Secretary, Karvy Consultants Limited,
Unit: Infosys Technologies Limited, T.K.N. Complex, No. 51/2, Vanivilas Road,
Opp. National College, Basavanagudi, Bangalore-560 004, India.
Please note that the non-mandatory ballot is not in substitution of or in
addition to your right as a member to vote at the meeting and is not a
substituted for the AGM or an alternate method to exercise your voting rights.
The non-mandatory ballot will not have the force of a legally binding vote and
will not be construed as a vote at the AGM. For you to validly exercise your
vote, you will have to be present in person or by a valid proxy. Please note
that regardless of your executing the non-mandatory ballot, you are as a member
entitled to attend and vote at the AGM and are entitled to appoint a proxy to
attend the AGM.
To clarify, the result of the informal postal ballot will not impact the votes
cast at the AGM.
The company has appointed Mr. Parameshwar Hegde, Practicing Company Secretary,
who in the opinion of the Board, is a duly qualified person, as the Scrutinizer
for the non-mandatory ballot. The Scrutinizer will collate all non-mandatory
ballots received by the Registrar up to 48 hours prior to the AGM and disclose
these results at the AGM proceedings.
(iv)
Infosys (R)
NON-MANDATORY BALLOT FORM FOR THE TWENTY-SECOND ANNUAL GENERAL MEETING OF
INFOSYS TECHNOLOGIES LIMITED, BANGALORE.
Name
--------------------------------------------------
Regd. Folio No./DP Client ID [ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]
No. of shares held [ ][ ][ ][ ][ ][ ]
This ballot is not a substitute for the voting at the AGM. This ballot will not
be construed as an instruction to vote or as a proxy. You are required to attend
the meeting in person or by validly appointed proxy to vote at the AGM.
Vote
[Tick (X) against 1 choice only]
Sl. No. of ---------------------------------
Resolution Resolution Summary For Against Abstain
- ---------- ------------------ ------- ------- -------
Item 1 To receive, consider and adopt the Balance Sheet as at March 31,
2003 and the Profit & Loss Account for the year ended on that date [ ] [ ] [ ]
and the Report of the Directors and the Auditors thereon.
Item 2 To declare a final dividend. [ ] [ ] [ ]
Item 3 To appoint a director in place of Mr. Srinath Batni who retires by
rotation and, being eligible, offers himself for re-election. [ ] [ ] [ ]
Item 4 To appoint a director in place of Dr. Omkar Goswami who retires by
rotation and, being eligible, offers himself for re-election. [ ] [ ] [ ]
Item 5 To appoint a director in place of Sen. Larry Pressler who retires
by rotation and, being eligible, offers himself for re-election. [ ] [ ] [ ]
Item 6 To appoint a director in place of Ms. Rama Bijapurkar who retires
by rotation and, being eligible, offers herself for re-election. [ ] [ ] [ ]
Item 7 To appoint the statutory auditors for the financial year 2003-04. [ ] [ ] [ ]
Item 8 To consider appointing Mr. Sridar Iymgar, as a Director of the
company, liable to retire by rotation. [ ] [ ] [ ]
Item 9 To consider deleting Article 107 of the Articles of Association. [ ] [ ] [ ]
Date:
---------------------------------
Place: Signature of the member