________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 20-F/A
Amendment No. 1
(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, 2001
[_] 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 - 66,158,117 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.......
Explanatory Note
This Amendment No. 1 on Form 20-F/A to the Company's Annual Report on Form
20-F for the fiscal year ended March 31, 2001 is being filed solely to amend the
section entitled "Financial statements prepared in substantial compliance with
GAAP requirements of various countries and reports of compliance with the
respective corporate governance standards" of Exhibit 13.1.
Part III
Item 19. Exhibits
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Exhibit number Description of document
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**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 2001
****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
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* 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.
**** Previously filed.
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 /s/ N. R. Narayana Murthy
Nandan M. Nilekani N. R. Narayana Murthy
Bangalore Managing Director, President Chairman
May 10, 2001 and Chief Operating Officer and Chief Executive Officer
2