Infosys AR 16 PDF
Infosys AR 16 PDF
Infosys AR 16 PDF
80,000+ employees and several clients have been trained in Design Thinking, which
inculcates a culture of empathy and problem finding. It fosters rapid learning by
making and by iterative solutiondevelopment.
The second edition of the Infosys Global Hackathon, Bangalore campus. Engineers
across 18 global locations participated, resulting in 600+ ideas and 400+ prototypes.
These included ideas and solutions across technologies such as mobile, analytics,
machine learning, image recognition, IoT sensors and blockchain.
One of 7,000+ Zero Distance projects, which focuses on a capability that is crucial
for the retail industry. Grassroots innovation to gain consumer insights for new
product launches and continuous product improvement. Sentiment analysis of
consumers using social media enabled the mining of reactions, preferences and
intent, which in turn helped the retailer design an effective product launch strategy.
Three decades of match data and 12 million data points analyzed by the Infosys
Information Platform (IIP) for the ATP World Tour, which hosts 62 tournaments in
31countries. Transforming the experience of the game for players and followers
by reimagining player performance, ratings and insights like never before.
Infosys partnered with GE Digital to deliver Industrial IoT solutions with advanced
implementations in manufacturing, aviation, transportation and healthcare
industries. These IoT solutions, based on GEs Predix platform and Infosys Aikid
services, will help enterprises simplify, automate and transform their business.
Re-creating the entire lifecycle of products digitally, from conceptualization to
development and maintenance, helps to visualize the underlying design, structural
and functional issues.
Across continents, in partnership with the worlds top universities, global consortia,
and most influential researchers, Infosys nurtures a robust research and innovation
ecosystem to address emerging challenges on the frontiers of data science,
artificial intelligence, robotics, software engineering, and ICT, for socio-economic
development.
We are funding early-stage start-ups to amplify their reach, bring them to market,
and help them scale. This year, we have invested in six start-ups, working in
areas such as air quality monitoring, wearable technology, data wrangling, and
3-Dimaging. The Infosys Innovation Fund has a corpus of US$500 million to boost
the global innovation ecosystem.
New York-based OHorizons was one of the winners of the Infy Maker Awards
(sponsored by Infosys Foundation USA). 5,000 people in underdeveloped villages
in Bangladesh will get clean water in 2016, and 1,000,000 by 2021, thanks to
the innovative, low-budget wood mold bio-sand filters designed by OHorizons.
Thegroup is currently running pilot projects in Mali, Ecuador and Bangladesh.
CONTENTS
Letter to the stakeholder...................................................02
So we may be more...........................................................06
Being more. Making it real................................................07
A tribute to K. V. Kamath...................................................09
The Infosys Board of Directors..........................................10
Key trends...........................................................................14
The year at a glance..........................................................15
Board's report....................................................................17
Annexures to the Board's report..................................29
Managements discussion and analysis............................61
Corporate governance report...........................................74
Risk management report...................................................90
CEO and CFO certification...............................................93
Standalone financial statements.......................................94
Consolidated financial statements.................................125
Shareholder information.................................................153
Business responsibility report.........................................159
Global presence...............................................................184
Dr.Vishal Sikka
Chief Executive Officer and
Managing Director
U. B. Pravin Rao
Chief Operating Officer and
Whole-time Director
SO WE MAY BE MORE
These times of being digital that we live in are
also times when all things around us are becoming
services. As a services company, we are particularly
well-suited to thrive by creating amazing
experiences. And it only stands to reason that we
use this advantage to improve the way we serve, not
just our clients, but also ourselves by enhancing our
experience at work.
About a year ago, we started on a journey of renewal
to simplify our key processes, systems and policies.
We wanted the employee experience at Infosys
to be not only empowering but truly delightful.
We approached this transformation guided by the
tenets of Design Thinking, which teaches us that
any service has three underlying components
:
desirability how well it addresses the most pressing
needs of endusers; feasibility how well the service
is orchestrated; and finally, viability the economic
benefits of delivering the service. A highly motivated
team of our employee volunteers, governed by a
central project management office, took up the task
of driving this service metamorphosis.
The annual employee satisfaction survey pointed
out where the biggest opportunities for change lay.
Needless process complexity, lack of endtoend
process ownership, undue delays in cross-functional
processes, poor application user interface, manual
interventions that could easily be automated, were
the challenges at hand. The team catalyzed more
than 200 changes in over 15 processes including
those related to travel, claims and reimbursement,
and project management. The Bell Curveinspired
Comparative Relative Ranking (CRR) was eased out
of the performance evaluation process. The company
dress-code was made more employeefriendly too.
06 | So we may Be More
Mohit Joshi
President and Global Head Financial Services
Ravi Kumar S.
President and Chief Delivery Officer
Sandeep Dadlani
President and Global Head Manufacturing, Retail,
CPG and Logistics
: Skava is a terrific
Business Model Reinvention
platform for its ability to create differentiated
immersive digital experiences online, on mobile,
with virtual reality and in-store, driving completely
new business models for this client.
N. R. Narayana Murthy once said, Strategy is
differentiation. Infosys has in recent times found
new offerings organically and inorganically to
differentiate itself by addressing all the strategic
objectives of our client CXOs. Most importantly,
Infosys is willing to partner with this client on the
business outcomes.
I have been with Infosys now for over 15 years.
We have always prided ourselves on differentiation
and earning respect from all stakeholders respect
for our strategy and recommendations, respect for
our values, and respect for the relevance of our
offerings. This is the Infosys I am proud of. An Infosys
that is powered by intellect, and driven by values.
A TRIBUTE TO K. V. KAMATH
In June last year, we had a change of guard in the
Board leadership. We bid farewell to K. V. Kamath,
a longstanding member of the Infosys Board, who
had steered the company through key leadership
transitions. Mr. Kamath stepped down as Chairman
of the Board on June 5, 2015, to be succeeded by
R. Seshasayee, a highly regarded personality in the
Indian industry.
K. V. Kamaths innovative ideas, right from technology
adoption and universal banking to ATM services,
have revolutionized the banking industry in India.
He was appointed Chairman of Infosys Limited in
2011. As Chairman, Mr. Kamath was instrumental in
sharpening the governance processes at a time when
the company was embarking on a new strategic
direction. In 2013, he played a key role in bringing
back N. R. Narayana Murthy to steer Infosys through
a period of leadership transition and stabilization.
During his tenure at Infosys, Mr. Kamath had been
amember of several committees, including the audit
A tribute to K. V. Kamath | 09
THE INFOSYS
BOARD OF DIRECTORS
Board committees
R.Seshasayee
Audit committee
Ravi Venkatesan
Roopa Kudva
Chairperson
Prof.John W.Etchemendy
Kiran Mazumdar-Shaw
R.Seshasayee
R.Seshasayee
Prof.Jeffrey S.Lehman
Ravi Venkatesan
Roopa Kudva
Prof.John W.Etchemendy
R.Seshasayee
Chairperson
Dr.Vishal Sikka
U.B.Pravin Rao
Independent Director
Independent Director
Kiran Mazumdar-Shaw
Independent Director
Dr.Punita Kumar-Sinha
Chairperson
Kiran Mazumdar-Shaw
Independent Director
Dr.Vishal Sikka
Ravi Venkatesan
Independent Director
Roopa Kudva
Prof.Jeffrey S.Lehman
Prof.Jeffrey S.Lehman
Prof.John W.Etchemendy
Ravi Venkatesan
Finance and investment committee
Roopa Kudva
Chairperson
Chairperson
Prof.John W.Etchemendy
Executive officers
Prof.John W.Etchemendy
Kiran Mazumdar-Shaw
Dr.Vishal Sikka
Kiran Mazumdar-Shaw
Ravi Venkatesan
Independent Director
U.B.Pravin Rao
R.Seshasayee
M.D.Ranganath
David D.Kennedy
Sandeep Dadlani
Dr.Vishal Sikka
Chairperson
Mohit Joshi
Michael Reh
David D.Kennedy
Director
Director
Vice President
Tao Liu
Ritika Suri
Director
Whole-time Director
Jonathan Heller
Infosys Technologies
(Sweden)AB
Director
Roopa Kudva
Independent Director
Sanjay Purohit
Director
Srinivasan Rajam
Independent Director
Manish Tandon
Director
Mohit Joshi
Prof.Jeffrey S.Lehman
Director
Rajesh K.Murthy
Chairperson
Chairperson
EricS.Paternoster
EricS.Paternoster
Director
Manish Tandon
Mohit Joshi
Director
Director
Ravi KumarS.
Infosys Tecnologia do
Brasil Ltda.
Director
U.B.Pravin Rao
Kallidus Inc.
Chairperson
Legal Administrator
Arish Ali
Director
Andrew Groth
V.G.Dheeshjith
U.B.Pravin Rao
Director
Chairperson
Frank Clark
Director
Ravi KumarS.
DavidG.Wagner
Anup Uppadhayay
Chief Executive Officer and Managing Director
Prof.Jayanth R.Varma
Independent Director
Dr.Omkar Goswami
Independent Director
Roopa Kudva
Independent Director
Sanjay Purohit
Chairperson
Jrgen Bauer
Acting Chief Executive Officer
Manish Tandon
Chairperson
V.R.Rangarajan
Chief Executive Officer and Legal Representative
David D.Kennedy
Director
Mohit Joshi
Director
Tao Liu
Director
Infosys Technologies
S. de R. L. de C. V.
Ravi Arcot
Director
DineshR.
Director
John Ruddy
Director
Rajesh K.Murthy
Director
Robin Goswami
Director
Panaya Inc.
A.G.S.Manikantha
Director
Abdul Razack
Director
Legal Administrator
Doron Gerstel
Director
Director
U.B.Pravin Rao
Ravi KumarS.
A.G.S.Manikantha
Director
Rajesh K.Murthy
Director
Chairperson
V.R.Rangarajan
Director and Legal Representative
DineshR.
Director
SudhaK.Varadarajan
As on March 31, 2016
Director
Key trends
Revenues (1)
2015
2016
2012
2013
Revenues (1)
2012
2013
2014
2016
1,65,917
2013
2014
14 | Key trends
13,491
12,329
2015
2016
2012
2013
2014
(3)
(4)
2015
1,94,044
2016
1,60,405
2013
1,56,688
2015
1,49,994
1,092
890
950
2012
2014
694
798
1,88,510
1,64,592
2012
2,79,837
49.7
2015
2,54,771
49.8
29.9
2014
2016
(in ` crore)
39.7
29.7
2013
2015
(in %)
2012
2016
2,052
1,751
9,501
2016
1,725
2015
1,716
2014
2015
(in US $ million)
8,711
8,249
7,398
6,994
2013
2014
(in US $ million)
2012
10,648
9,421
62,441
53,319
50,133
2014
2,013
2013
1,76,187
2012
(in ` crore)
8,316
33,734
40,352
(in ` crore)
2016
2016
2015
Growth (%)
53,983
21,728
15,763
12,750
15,786
55.51
55.51
68.73
68.73
47,300
19,472
13,962
11,752
12,164
(1)
51.17
(1)
51.17
(1)
52.96
(1)
52.96
14.1
11.6
12.9
8.5
29.8
8.5
8.5
29.8
29.8
29,176
2
30,560
9,182
17,488
72,767
73
57,157
27,722
749
29,037
8,116
10,945
61,813
30
48,068
5.2
(99.7)
5.2
13.1
59.8
17.7
143.3
18.9
(1)
2016
2015
Growth (%)
62,441
24,832
17,120
13,678
59.85
59.84
53,319
21,485
14,871
12,372
(1)
54.13
(1)
54.13
17.1
15.6
15.1
10.6
10.6
10.6
32,697
75
34,564
14,140
9,248
75,141
126
57,826
30,367
872
31,739
12,122
6,925
66,289
50
50,736
7.7
(91.4)
8.9
16.6
33.5
13.4
152.0
14.0
(1)
IFRS consolidated
Revenues
Gross profit
Operating profit
Net profit
EPS (par value of `5/- each): Basic
Diluted
Financial position
Cash and cash equivalents
Available-for-sale financial assets Current
Net current assets
Property, plant and equipment
Intangible assets (including goodwill)
Non-current assets
(excluding property, plant and equipment, intangible assets and goodwill)
Total assets
Non-current liabilities
Total equity
Adjusted for bonus shares allotted in June 2015
2016
62,441
23,343
15,620
13,491
59.03
59.02
2015
53,319
20,436
13,832
12,329
(1)
53.94
(1)
53.94
Growth (%)
17.1
14.2
12.9
9.4
9.4
9.4
32,697
75
38,456
10,530
4,749
30,367
874
35,813
9,125
3,729
7.7
(91.4)
7.4
15.4
27.4
8,415
75,389
371
61,779
6,302
66,352
206
54,763
33.5
13.6
80.1
12.8
(1)
Revenues
Gross profit
Operating profit
Net profit
EPS (par value of `5/- ($0.16) each): Basic
Diluted
Financial position
Cash and cash equivalents
Available-for-sale financial assets Current
Net current assets
Property, plant and equipment
Intangible assets (including goodwill)
Non-current assets
(excluding property, plant and equipment, intangible assets and goodwill)
Total assets
Non-current liabilities
Total equity
Adjusted for bonus shares allotted in June 2015
(1)
2016
9,501
3,551
2,375
2,052
0.90
0.90
2015
8,711
3,337
2,258
2,013
(1)
0.88
(1)
0.88
Growth (%)
9.1
6.4
5.2
1.9
1.9
1.9
4,935
11
5,804
1,589
717
4,859
140
5,731
1,460
597
1.6
(92.1)
1.3
8.8
20.1
1,270
11,378
56
9,324
1,007
10,615
33
8,762
26.1
7.2
69.7
6.4
Boards report
Dear members,
The Board of Directors hereby submits the report of the business and operations of your Company (the Company or Infosys), along with the
audited financial statements, for the financial year ended March31, 2016. The consolidated performance of the Company and its subsidiaries
has been referred to wherever required.
Standalone
2016
53,983
32,255
21,728
2,694
3,271
15,763
1,115
14,648
3,009
17,657
3,036
20,693
4,907
15,786
15,786
35,152
2015
47,300
27,828
19,472
2,549
2,961
13,962
913
13,049
3,337
16,386
412
16,798
4,634
12,164
12,164
30,392
Consolidated
2016
62,441
37,609
24,832
3,431
4,281
17,120
1,266
15,854
3,128
18,982
18,982
5,301
13,681
(3)
13,678
36,483
28
2015
53,319
31,834
21,485
2,946
3,668
14,871
1,017
13,854
3,430
17,284
17,284
4,911
12,373
(1)
12,372
31,453
21
591
51,529
(42)
42,514
591
50,780
43,846
2,297
3,273
5,570
1,134
1,579
591
42,655
1,723
3,388
5,111
1,034
1,217
35,152
2,297
3,273
5,570
1,134
1,579
1
591
41,905
1,723
3,388
5,111
1,034
1,217
1
36,483
55.51
55.51
51.17
51.17
59.85
59.84
54.13
54.13
68.73
68.73
52.96
52.96
59.85
59.84
54.13
54.13
Notes: The above figures are extracted from the standalone and consolidated financial statements as per Indian Generally Accepted Accounting Principles (GAAP).
1 crore = 10 million
(1) On April24, 2015, the Board of Directors of Infosys authorized the Company to execute a Business Transfer Agreement and related documents with EdgeVerve Systems Limited
(EdgeVerve), to transfer the business of Finacle and Edge Services. Based on an enterprise valuation done by an independent valuer, the business was transferred for a consideration of
`3,222 crore and `177 crore for Finacle and Edge Services, respectively. Netassets amounting to `363 crore (including working capital amounting to `337 crore) have been transferred
and accordingly a gain of `3,036 crore has been recorded as an exceptional item.
During the year ended March 31, 2015, based on an enterprise valuation done by an independent valuer, the business was transferred for a consideration of `421 crore with effect from
July 1, 2014. Net assets amounting to `9 crore have also been transferred and accordingly a gain of `412 crore has been recorded as an exceptional item.
Thetransfer of assets and liabilities has been accounted for at carrying values and does not have any impact on the consolidated financial statements.
(2)
The Special Economic Zone (SEZ) Re-investment Reserve has been created out of the profit of eligible SEZ units in terms of the provisions of Section 10AA(1)(ii) of the Income-tax
Act,1961. Thereserve should be utilized by the Company for acquiring new plant and machinery for the purpose of its business in the terms of the Section 10AA(2) of the Income-tax
Act, 1961.
(3) Effective January1, 2015, the Infosys Limited Employees Welfare Trust (the Trust) has been deconsolidated consequent to SEBI (Share Based Employee Benefits) Regulations, 2014
issued on October28,2014.
(4) Under the Swiss Code of Obligation, a few Infosys Consulting Holding AG (formerly Lodestone Holding AG) subsidiaries are required to appropriate 5% of the annual profit to legal
reserve until this equals 20% of the paid-up share capital. To the extent it does not exceed one half of the share capital, the general reserve may be used only to cover losses or for measures
designed to sustain the Company through difficult times, to prevent unemployment or to mitigate its consequences.
(5) Equity shares are at par value of `5 per share.
(6)
The Company has allotted 1,14,84,72,332 fully-paid-up equity shares of face value of `5 each in June 2015, and 57,42,36,136 fully-paid-up equity shares were allotted on December2014,
pursuant to a bonus issue approved by the shareholders. For the bonus issue, a bonus share of one equity share for every equity share held, and a stock dividend of one American Depositary
Share (ADS) for every ADS held, respectively, has been allotted. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder remains
unchanged. Earnings per share (EPS) of the previous year has been adjusted for the bonus issue, in accordance with Accounting Standard (AS) 20 Earnings Per Share.
Boards report | 17
Revenues standalone
Our total income on a standalone basis increased to `53,983 crore
from `47,300 crore in the previous year, at a growth rate of 14.1%.
Our software export revenues aggregated to `52,709 crore, up by
14.6% from `45,993 crore in the previous year. Out of the total
revenue, 66.0% came from North America, 21.8% from Europe, 2.4%
from India and 9.8% from the Rest of the World. On a standalone
basis, our share of revenues from all parts of the world outside North
America has decreased to 34.0% in the current year from 36.0% in
the previous year.
Revenues consolidated
Our total income on a consolidated basis increased to `62,441 crore
from `53,319 crore in the previous year, at a growth rate of 17.1%.
Our software export revenues aggregated to `60,818 crore, up by
16.9% from `52,035 crore in the previous year. Out of the total
revenue, 62.7% came from North America, 23.0% from Europe, 2.6%
from India, and 11.7% from the Rest of the World. On a consolidated
basis, our share of revenues from all parts of the world outside North
America decreased to 37.3% in the current year from 38.5% in the
previous year.
Profits standalone
Our gross profit on a standalone basis amounted to `21,728 crore
(40.2% of revenue), as against `19,472 crore (41.2% of revenue) in
the previous year. Sales and marketing costs were 5.0% of our revenue
for the year ended March31, 2016 as compared to 5.4% for the year
ended March31, 2015. General and administration expenses were
6.1% and 6.3% of our revenues during the current year and previous
year, respectively. The operating profit before depreciation amounted
to `15,763 crore (29.2% of revenue), as against `13,962 crore (29.5%
of revenue) in the previous year. The profit before exceptional item and
tax was `17,657 crore (32.7% of revenue), as against `16,386crore
(34.7% of revenue) in the previous year. Net profit was `15,786 crore
(29.2% of revenue), as against `12,164 crore (25.8% of revenue) in
the previous year.
Profits consolidated
Our gross profit on a consolidated basis amounted to `24,832 crore
(39.8% of revenue), as against `21,485 crore (40.3% of revenue)
in the previous year. Sales and marketing costs were 5.5% of our
revenue for the years ended March31, 2016 and March31, 2015.
General and administration expenses were 6.9% of our revenues
each during the current year and previous year. The operating profit
before depreciation amounted to `17,120 crore (27.4% of revenue),
as against `14,871 crore (27.9% of revenue) in the previous year.
Theprofit before tax was `18,982 crore (30.4% of revenue), as against
`17,284 crore (32.4% of revenue) in the previous year. Net profit was
`13,678 crore (21.9% of revenue), as against `12,372 crore (23.2%
of revenue) in the previous year.
During the year, `778 crore has been invested in computer equipment,
`6 crore on vehicles, and the balance of `1,889 crore in infrastructure.
Liquidity
We continue to be debt-free and maintain sufficient cash to meet our
strategic objectives. We understand that liquidity in the Balance Sheet
has to balance between earning adequate returns and the need to cover
financial and business risks. Liquidity enables us to make a rapid shift
in direction, if there is a market demand. We believe that our working
capital is sufficient to meet our current requirements. As on March31,
2016, on a standalone basis, we had liquid assets of `30,711 crore,
as against `29,705 crore at the previous year-end. On a consolidated
basis, we had liquid assets of `34,371 crore at the current year-end, as
against `32,543 crore at the previous year-end. These funds comprise
deposits with banks and highly rated financial institutions, liquid
mutual funds, fixed maturity plans, tax-free bonds and government
bonds. The details of the taxfree bonds and government bonds are
disclosed under the noncurrent and current investments section in
the financial statements in this Annual Report.
Appropriations
Dividend
The Board, in its meeting held on October 12, 2015, declared an
interim dividend of `10 per equity share. Further, the Board, in its
meeting held on April15, 2016, has recommended a final dividend of
`14.25 per equity share for the financial year ended March31, 2016.
The proposal is subject to the approval of shareholders at the ensuing
Annual General Meeting to be held on June 18, 2016. The total
dividend appropriation (excluding dividend tax) for the current year
is `5,570 crore, as against `5,111 crore in the previous year. Dividend
(including dividend tax) as a percentage of consolidated net profit after
tax is 49.7%, as compared to 49.8% in the previous year.
The Register of Members and Share Transfer Books will remain closed
on June11, 2016 for the purpose of payment of the final dividend
for the financial year ended March31, 2016, and the Annual General
Meeting. The Annual General Meeting is scheduled to be held on
June18, 2016.
Bonus shares
The Company has allotted 1,14,84,72,332 fully-paid-up equity shares
of face value `5 each in June 2015 to the shareholders of the Company
in proportion of 1:1 and consequently, the number of shares increased
from 1,14,84,72,332 to 2,29,69,44,664.
The Company allotted 57,42,36,166 fully-paid-up equity shares
of face value `5 each in December 2014 to the shareholders of the
Company in proportion of 1:1 and consequently, the number of shares
increased from 57,42,36,166 to 1,14,84,72,332.
Transfer to reserves
We propose to transfer `1,579 crore to the general reserve on account
of declaration of dividend. An amount of `42,655 crore is proposed
to be retained in the surplus at the standalone level.
Fixed deposits
We have not accepted any fixed deposits and, as such, no amount
of principal or interest was outstanding as of the Balance Sheet date.
2. Business
2,79,837
20.4
2,54,771
20.5
Increase /
(decrease) in %
9.8
(0.5)
6,56,600
Strategy
Engineering Services
Cloud and Infrastructure Services
Infosys Center for Emerging Technology Solutions
Products
Finacle
EdgeVerve
Platforms
Panaya
Skava
Infosys BPO
Client base
Our client-centric approach continues to bring us high levels of client
satisfaction. We derived 97.1% of our consolidated revenues from
repeat business this fiscal. We, along with our subsidiaries, added
325 new clients, including a substantial number of large global
corporations. Our total client base at the end of the year stood at
1,092. The client segmentation for the current and previous years on
a consolidated basis is as follows:
Clients
1 million dollar +
5 million dollar +
10 million dollar +
25 million dollar +
50 million dollar +
75 million dollar +
100 million dollar +
200 million dollar +
300 million dollar +
2016
558
268
177
88
52
31
14
6
1
2015
529
244
159
83
47
29
15
4
Infrastructure
We added 19.67 lakh sq. ft. of physical infrastructure space during
the year. The total available space as on March 31, 2016 stands at
423.35lakh sq. ft. The number of marketing offices as on March 31,
2016 was 85, the same as the previous year.
Organization
During the year, the Board of Directors (the Board) reviewed the
affairs of the subsidiaries. In accordance with Section 129(3) of
the Companies Act, 2013, we have prepared consolidated financial
statements of the Company, which forms part of this Annual Report.
Further, a statement containing the salient features of the financial
statement of our subsidiaries in the prescribed format AOC-1 is
appended as Annexure 1 to the Boards report. The statement also
provides the details of performance and financial positions of each
of the subsidiaries.
In accordance with Section 136 of the Companies Act, 2013,
theaudited financial statements, including the consolidated financial
statements and related information of the Company and audited
accounts of each of its subsidiaries, are available on our website,
www.infosys.com. These documents will also be available for inspection
during business hours at our registered office in Bangalore, India.
Products
EdgeVerve Systems Limited, a wholly-owned subsidiary of Infosys,
develops innovative software products and offers them on premise
and on the cloud. Our products help businesses develop deeper
connections with stakeholders, power continuous innovation and
accelerate growth in the digital world. We power our clients growth in
rapidly-evolving areas like banking, interactive commerce, distributive
trade, credit servicing, customer service and enterprise buying.
Today, EdgeVerve products and platforms are used by global
corporations across industries such as financial services, insurance,
retail and CPG, life sciences, manufacturing, and telecom. Oursolutions
are available in two broad categories Edge suite andFinacle.
Platforms
An important part of our strategy is the creation of the InfosysPlatform
which consists of the Infosys Information Platform (IIP) and the
Infosys Automation Platform (IAP). Our platforms leverage open
source software components, and / or our proprietary software
products, allof which can be deployed in the public or private cloud
or on the customers premise.
IIP: Our IIP helps enterprises embark on their Big Data journey by
providing a compelling price-performance ratio in data processing
while also enabling them to take advantage of innovations happening
in the open source community. IIP is based on an assembly of tested
open source components and offers rapid deployment as a base for
a broad variety of industry-specific scenarios.
IAP: Our IAP, which was built on top of IIP, enables improved
efficiencies in IT operations. IAP helps ensure business outcomes
by monitoring and analyzing in near real-time, the health of all
layers of IT systems including business processes, applications
and infrastructure leveraging stream processing and Big Data
technologies. IAP aims to predict issues using knowledge models,
machine learning algorithms and predictive analytics and prevent
business disruptions through proactive interventions. IAP automates
repetitive tasks in IT operations and leverages advanced capabilities
like natural language processing and artificial intelligence.
Panaya: Panaya, an Infosys company, is a leader in ERP change
analytics and cloud-based enterprise software testing. The Panaya
CloudQuality Suite disrupts the risk, time and costs required to
deliver all types of SAP and Oracle EBS changes. Powered by Big
Data analytics and aggregating since 2008, Panaya CloudQuality
Suite delivers insights that tell organizations what will break, how
to fix it and what to test. It is constantly improving and finding
smarter ways to perform everything from day-to-day maintenance
to major projects.
Skava
Skava, an Infosys company, powers the next generation of digital
transformation for leading retailers worldwide by delivering the most
versatile technology platform in the industry. Skava enables digital
shopping experiences for global brands across mobile, tablet, desktop,
in-store, and all emerging channels.
Open Source
OSSmosis, the Infosys Open Source program, was set up with an
objective of nurturing innovation through Open Source adoption and
contribution. Through this program, over 25,000 employees have
been trained on key Open source technologies; 12 key communities
of practices, including BigData and DevOps, have been setup; new
and existing partners are engaged for enablement, joint solutions
and go-to-market. Over 100 key contributors have been contributing
to forums like Spark, Selenium, Jenkins etc. Infosys POV on Open
Source (https://www.infosys.com/information-platform/Documents/
OSSmosis-open-source-journey.pdf) was acknowledged by several
clients, and executives.
Quality
We continue our journey of delivering value to our clients through
significant investments in quality programs. While sustaining
existing external benchmarks and certifications, we have added new
certifications and further enhanced our programs and initiatives
Boards report | 21
Branding
The Infosys brand is a key intangible asset of the Company. It positions
Infosys as the next-generation services company that would help
enterprises renew themselves while also creating new avenues to
generate value. Brand Infosys is being built around the premise that
software, in a very fundamental way, is reshaping the world aroundus.
And because of this, there is a duality that every business faces
on the one hand, the need to renew existing systems, to improve
their effectiveness with new technologies and innovation, and on
the other hand, the need to deliver completely new kinds of services
and new solutions in new ways using next-generation technologies.
Infosyshelps its clients achieve this dual agenda in a culture of learning
and innovation at the grassroots level. The way Infosys connects with
its clients, builds out great ideas and creates value from innovations
is called Zero Distance describing its approach to operating at the
intersection of desirability, feasibility and viability.
Our marketing reach extends globally through advertisements, public
relations and digital marketing initiatives. We participate in premier
business and industry events around the world. We also organize
signature events and roundtables across geographies. Confluence,
our flagship client event, is consistently well-attended and rated highly
by our clients and industry partners.
Banking
Infosys Finacle has been named a leader by Forrester Research,
Inc. in The Forrester Wave: Mobile Banking Solutions, Q4 2015
report, and in The Forrester Wave: Omnichannel Banking Solutions,
Q32015report.
We were positioned as a Leader and Star Performer in 2015 Banking
Application Outsourcing PEAK Matrix by Everest.
We received the Highest Product Score in Gartner Critical
Capabilities for International Retail Core Banking Report. Finacle
emerged as the leading solution with the highest scores across all
the use-cases presented.
ERP services
We won the 2015 Oracle Excellence Award for the strategic focus
areas of SaaS and PaaS, and Specialized Partner of the Year, North
America, for CX Cloud as well as PaaS.
We were positioned as a Leader in Gartners Magic Quadrant
for Oracle Application Management Services as well as for SAP
Implementation Services Worldwide, 2015.
Technology innovation
We were recognized as one of the most relevant service providers
for digital strategy in North America by the Everest Group in a report
titled North America Digital Adoption Survey How Pervasive is
Your Digital Strategy?
IDC Energy Insights, a leading market intelligence and advisory
services firm, positioned Infosys as a major player for providing
professional services to the oil and gas industry.
We were positioned as a Leader in Gartners Magic Quadrant for
Application Testing Services, Worldwide, 2015.
We were rated as Leaders in the Forrester Global Wave for
Workplace Transformation.
We were positioned as a Major Player in the IDC MarketScape on
Microsoft implementation services.
The IDC MarketScape report, Worldwide Manufacturing PLM
Strategic Consulting 2015 Vendor Assessment positioned Infosys as
a Leader in providing manufacturing product lifecycle management
(PLM) strategic consulting.
Sustainability awards
We were awarded the Leadership in Energy and Environment
Design (LEED) India Platinum rating for two of our buildings in
Pune and Bangalore.
We also won the Golden Peacock Award under the Corporate Award
for Sustainability India category.
The Solar Energy Global Conference and Awards recognized Infosys
under four categories: Best Company for Commercial Rooftop
Installations, Best Company for Sustainability in Solar Energy,
Company of the Year, and Best Company for Green Initiatives.
For the complete list of awards and recognition won by Infosys,
referto https://www.infosys.com/about/awards
Talent fulfillment
We continue to improve our talent supply chain processes to maintain
a consistent high utilization throughout the year and effectively
support our higher growth.
In fiscal 2016, we launched an innovative program named ZeroBench
to productively engage employees who are on bench (between client
engagements) to create valuable outcomes for the organization.
Our employees can now leverage our training infrastructure to
upgrade their skills during their bench period and also work on short,
internal projects of their choice, to gain exposure, hone their skills,
extend networks, while delivering value.
To foster a culture of innovation and rapid problem-solving using
technology, we launched the second season of the Infosys Global
Particulars of employees
The ratio of remuneration of each director to the median of employees
remuneration as per Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of the Boards report
(Annexure 3a).
A statement containing the names of every employee posted in
India throughout the financial year and in receipt of a remuneration
of `60lakh or more, or posted for part of the year and in receipt
of `5 lakh or more a month, under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of the Boards report (Annexure 3b). The details of
employees posted outside India can be made available on request.
The 2015 Plan provides for stock incentives to eligible employees such
as Restricted Stock Units (RSU) and stock options (together Stock
Incentives). Subject to applicable law and conditions for exercise,
eligible employees are entitled to receive equity shares, American
Depositary Receipts (ADRs) or cash on exercise of the Stock Incentives.
The Stock Incentives vest over a period of four years from the date of
the grant, or such other period as decided in the sole discretion by the
Administrator. The 2015 Plan shall be administered by the nomination
and remuneration committee of the Board constituted by the Company
pursuant to the provisions of Section 178 of the Companies Act, 2013
(theAdministrator). The Administrators decisions, determinations,
and interpretations will be final and binding on all eligible employees
and participants under the 2015 Plan. EachStock Incentive shall be
evidenced by an award agreement that will specify such terms and
conditions as the Administrator will determine, including whether the
eligible employees will get equity shares of the Company, ADRs of the
Company or cash on exercise of the StockIncentives.
4. Corporate governance
24 | Boards report
Board diversity
Board evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, mandates that the Board shall monitor and review the Board
evaluation framework. The framework includes the evaluation of
directors on various parameters such as:
Board dynamics and relationships
Information flows
Decision-making
Listing Agreement
The Securities and Exchange Board of India (SEBI), on September2,
2015, issued SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the aim to consolidate and streamline the
provisions of the Listing Agreement for different segments of capital
markets to ensure better enforceability. The said regulations were
effective December 1, 2015. Accordingly, all listed entities were
required to enter into the Listing Agreement within six months from
the effective date. The Company entered into Listing Agreement with
BSE Limited and the National Stock Exchange of India Limited during
December 2015.
Policies
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our
corporate governance policies are available on our website (https://www.infosys.com/investors/corporate-governance/Pages/policies.aspx). Thepolicies
are reviewed periodically by the Board and updated based on need and new compliance requirement.
In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:
Name of the policy
Recoupment Policy
Whistleblower Policy
(Policy on vigil
mechanism)
Nomination and
Remuneration Policy
Corporate Social
Responsibility Policy
Policy on Material
Subsidiaries
Related Party
Transaction Policy
Insider Trading Policy
Brief description
The policy deals with the provisions if the Company restates
its financial statements. It allows the Company to recover any
incentive-based compensation received by an executive officer
that is in excess of what would have been payable based on the
restated and corrected financial statements.
The Company has adopted the whistleblower mechanism for
directors and employees to report concerns about unethical
behavior, actual or suspected fraud, or violation of the Companys
code of conduct and ethics. There has been no change to the
Whistleblower Policy adopted by the Company during fiscal 2016.
This policy formulates the criteria for determining qualifications,
competencies, positive attributes and independence for the
appointment of a director (executive / non-executive) and also
the criteria for determining the remuneration of the directors,
keymanagerial personnel and other employees.
The policy outlines the Companys strategy to bring about a
positive impact on society through programs relating to hunger,
poverty, education, healthcare, environment and lowering its
resource footprint.
The policy is used to determine the material subsidiaries and
material non-listed Indian subsidiaries of the Company and to
provide the governance framework for them.
The policy regulates all transactions between the Company and its
related parties
The policy provides the framework in dealing with securities of
the Company.
Web link
https://www.infosys.com/investors/corporategovernance/Documents/recoupment-policy.pdf
https://www.infosys.com/investors/corporategovernance/Documents/whistleblower-policy.pdf
https://www.infosys.com/investors/corporategovernance/Documents/nominationremuneration-policy.pdf
https://www.infosys.com/investors/corporategovernance/Documents/corporate-socialresponsibility-policy.pdf
https://www.infosys.com/investors/corporategovernance/Documents/material-subsidiariespolicy.pdf
https://www.infosys.com/investors/corporategovernance/Documents/related-partytransaction-policy.pdf
https://www.infosys.com/investors/corporategovernance/Documents/insider-trading-policy.pdf
Boards report | 25
Document Retention
and Archival Policy
Brief description
The policy is aimed at providing clear guidelines and procedures
for disclosing material information outside the Company in
order to provide accurate and timely communications to our
shareholders and the financial markets.
This policy applies to disclosures of material events affecting
Infosys and its subsidiaries. This policy is in addition to the
Companys corporate policy statement on investor relations,
whichdeals with the dissemination of unpublished, price-sensitive
information. The Board amended the corporate policy statement
on investor relations to make it consistent with the materiality
policy and conform to the U.S. regulations.
The policy deals with the retention and archival of corporate
records of Infosys Limited and all its subsidiaries.
Web link
https://www.infosys.com/investors/corporategovernance/Documents/corporate-policystatement-investor-relations.pdf
https://www.infosys.com/investors/corporategovernance/Documents/policy-determiningmateriality-disclosures.pdf
https://www.infosys.com/investors/corporategovernance/Documents/document-retentionarchival-policy.pdf
Currently, the Board has six committees: the audit committee, the
nomination and remuneration committee, the corporate social
responsibility committee, the stakeholders relationship committee,
the risk and strategy committee, and the finance and investment
committee. Allcommittees, except the corporate social responsibility
committee, consist entirely of independent directors. A detailed note
on the composition of the Board and its committees is provided in the
Corporate governance report section of this Annual Report.
Inductions
The Board made the following appointments / re-appointments based on
the recommendations of the nomination and remunerationcommittee:
Re-appointment of Prof. Jeffrey S. Lehman as an Independent
Director of the Board effective April14, 2016.
Appointment of Dr.Punita Kumar-Sinha as an Independent Director
of the Board effective January14, 2016.
Re-appointment of Dr.Vishal Sikka as Chief Executive Officer and
Managing Director of the Company with effect from April1, 2016.
We thank the shareholders for their support in confirming the
abovementioned appointments in the recently-concluded postal
ballot on March 31, 2016.
The Board, on the recommendations of the nomination and
remuneration committee, also appointed:
M. D. Ranganath as the Chief Financial Officer effective
October12,2015.
A. G. S. Manikantha as Company Secretary effective June 22,
2015. Further, the Board appointed A.G.S.Manikantha as the
Compliance Officer for SEBI Listing regulations with effect from
December1, 2015.
Re-appointments
As per the provisions of the Companies Act 2013, Dr.Vishal Sikka,
retires by rotation at the ensuing Annual General Meeting and
being eligible, seeks re-appointment. The Board recommends his
reappointment.
They have taken proper and sufficient care towards the maintenance
of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
They have prepared the annual accounts on a going concernbasis.
They have laid down internal financial controls, which are adequate
and are operating effectively.
They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
5. Auditors
Statutory auditors
At the Annual General Meeting held on June 14, 2014, B S R & Co.
LLP, Chartered Accountants, were appointed as statutory auditors of
the Company to hold office till the conclusion of the Annual General
Meeting to be held in the calendar year 2017. In terms of the first
proviso to Section 139 of the Companies Act, 2013, the appointment
of the auditors shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment of B S R & Co. LLP, Chartered
Accountants, as statutory auditors of the Company, is placed for
ratification by the shareholders.
The Auditors Report for fiscal 2016 does not contain any qualification,
reservation or adverse remark. The Auditors Report is enclosed with
the financial statements in this Annual Report.
Secretarial auditor
Parameshwar G. Hegde of Hegde & Hegde, Practicing Company
Secretaries, was appointed to conduct the secretarial audit of the
Company for the fiscal 2016, as required under Section 204 of the
Companies Act, 2013 and Rules thereunder. The secretarial audit
report for fiscal 2016 forms part of the Annual Report as Annexure 5
to the Boards report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
The Board has appointed Parameshwar G. Hegde, Hegde & Hegde,
Practicing Company Secretaries, as secretarial auditor of the Company
for fiscal 2017.
Infosys Foundation
Established in 1996 as a not-for-profit trust for social welfare
activities, the Infosys Foundation has grown as a pioneer and guide in
implementing programs in the areas of healthcare, education, hunger
eradication, rural development, disaster relief, arts and culture, and
destitute care across India.
The highlights of the Foundations work in fiscal 2016 included setting
up of a center for artificial intelligence at the Indraprastha Institute
of Information Technology, Delhi, help in rebuilding communities
in calamity-hit Visakhapatnam and flood-affected Chennai, aid in
building toilets in schools in Odisha, conservation of the endangered
Olive Ridley turtles and partnership with Bharatiya Vidya Bhavan in
11 states to promote underprivileged artists. The Foundation also
supported the construction of water facility and enclosures for animals
at the Bannerghatta National Park in Bangalore, and efforts to conserve
Indias vast medical heritage.
The Foundation has also been relentlessly continuing its pursuits
to improve healthcare and education in rural India. For more
details on the Foundations activities, refer to the website,
https://www.infosys.com/infosys-foundation.
It is with deep gratitude that we acknowledge the efforts of our
employee volunteers. We also thank the trustees of the Foundation,
who continue to devote their time and effort in planning, guiding and
monitoring its activities.
Sustainability initiatives
Our sustainability charter is driven by our core values and ethics.
Our sustainability actions encompass economic, social and
environmental dimensions.
Through our organization-led projects such as Campus Connect,
Rural Reach and SPARK, we support students from underprivileged
backgrounds to pursue higher education, provide infrastructure for
government schools, and train faculty across schools and colleges.
For more information about our industry-academia partnerships,
visitour website, www.infosys.com.
We have been persistent in our efforts to ensure reuse, recycling and
responsible disposal of waste to minimize the amount of waste going
to landfills. In our efforts to achieve our goal of sourcing 100% of our
electricity requirements from renewables, we have continued to invest
in solar energy across our campuses. In fiscal 2016, we launched a
solar farm at our Hyderabad campus. The energy generated in the farm
has helped the campus get off the grid and run 100% on renewable
energy. Details of our environmental sustainability actions are available
in Annexure 8 to the Boards report and in the Environment section of
the Business Responsibility Report.
Green initiatives
As in the previous years, this year too, we are publishing only the
statutory disclosures in the print version of the Annual Report.
Electronic copies of the Annual Report 2015-16 and Notice of the
35th Annual General Meeting are sent to all members whose email
addresses are registered with the Company / Depository Participant(s).
For members who have not registered their email addresses, physical
copies are sent in the permitted mode.
Acknowledgments
We thank our customers, vendors, investors, bankers and the ministry of labor for their continued support during the year. We place on record
our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity,
cooperation and support.
We thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of
Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, theCustoms
and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, theSoftware Technology Parks (STPs)/
Special Economic Zones (SEZs) Bangalore, Bhubaneswar, Chandigarh, Chennai, Gurgaon, Hyderabad, Indore, Jaipur, Mangalore, Mysore,
Nagpur, Noida, Pune, Mumbai, Kochi and Thiruvananthapuram and other government agencies for their support, and look forward to their
continued support in thefuture.
for and on behalf of the Board of Directors
Bangalore
April15, 2016
28 | Boards report
R. Seshasayee
Dr.Vishal Sikka
Chairman
List of subsidiaries
Name of the subsidiary
Reserves
and
surplus
Total
assets
166
131
335
38
(1)
100
29
196
166
571
(4)
(5)
100
(18)
24
42
139
(5)
(10)
100
86
401
314
978
84
20
64
100
100
Lodestone Management
Consultants Co., Ltd. (2)
Infosys Consulting s.r.o. (2)
16
(41)
44
69
129
(18)
(18)
100
16
100
(3)
100
(33)
40
42
(5)
(6)
100
39
303
264
620
21
15
100
45
38
87
12
100
(1)
25
23
81
100
(7)
20
(2)
(2)
100
20
100
(39)
23
62
131
(5)
(5)
100
Financial
period ended
Exchange rate
Turnover
(1)
Financial
period ended
Exchange rate
Share
capital
Reserves
and
surplus
Total
assets
10
91
80
282
27
17
10
100
(24)
23
44
39
(2)
(2)
99.90
123
(105)
1
59
2
41
1
133
(38)
(38)
99.99
100
(5)
6
3,441 3,965
(160) 4,005
4
490
2,853
21
32
17
2,849
1,533
755
(59)
185
31
570
(90)
100
99.98
100
7
34
1,312
Turnover (1)
168
(41)
363
236
844
(81)
(81)
100
1 RMB = `10.25
1 USD = `66.26
1 USD = `66.26
1 BRL = `16.69
639
98
1
146
41
173
(71)
737
522
1
110
57
251
35
1,366
177
2
183
20
72
22
2
111
(2)
100
100
100
100
65
32
(41)
153
36
56
77
263
83
26
(41)
19
(41)
100
100
47
66
16
61
99.98
4
175
18
354
(122)
85
468
107
139
110
54
36
21
452
357
148
97
26
46
2
1
15
95
25
31
99.98
99.98
99.98
1 AUD = `50.98
1 USD = `66.16
1 USD = `66.16
1 USD = `66.16
1 EUR = `72.11
1 JPY = `0.5497
INR
1 USD = `66.16
1 USD = `66.16
4
93
225
15
116
33
1
318
(339)
(4)
(2)
15
37
(87)
38
94
399
245
21
4
28
109
70
81
359
25
6
13
57
41
94
21
99
204
26
4
44
209
224
3
(82)
8
36
20
1
1
2
30
2
(83)
6
6
20
100
100
100
100
100
100
100
100
100
(10)
12
(4)
(4)
100
List of associates
Name of the entity
in ` crore
Last audited Balance Sheet
date
Amount of investment in
associate
Considered in
consolidation
Not considered in
consolidation
99
NA
40
(9)
Notes:
1. Investments exclude investments in subsidiaries.
2. Proposed dividend from any of the subsidiaries is nil.
3. On June 2, 2015, Infosys acquired 100% of the voting interests in Kallidus Inc., (d.b.a Skava) (Kallidus) and 100% of the voting interests of
SkavaSystems Private Limited, India, an affiliate of Kallidus.
4. On November 16, 2015, Infosys has acquired 100% membership interest in Noah Consulting LLC.
5. The following companies are yet to commence operation:
a. Infosys Canada Public Services Ltd., a wholly-owned subsidiary of Infosys Public Services, Inc., has been incorporated effective
December19,2014.
b. Infosys BPO Americas LLC, a wholly-owned subsidiary of Infosys BPO Limited, has been incorporated on November20, 2015.
c. Panaya Pty Ltd., a wholly-owned subsidiary of Panaya Inc.
6. Infosys BPO S. de R.L. de C.V., a wholly-owned subsidiary of Infosys BPO Limited, has been liquidated effective March15, 2016. The Company
has not commenced its operation till that date.
7. Portland Procurement Services Pty. Ltd., a subsidiary of Portland Group Pty. Ltd., is liquidated with effect from May 14, 2014.
Bangalore
April15, 2016
R. Seshasayee
U. B. Pravin Rao
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014 AOC-2]
This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.
Nature of
Duration of contract
relationship
Amount
(in ` crore)
Subsidiary
Refer to Note 2
Refer to Note 2
2,549
2,549
Subsidiary
Refer to Note 2
Refer to Note 2
850
Subsidiary
Not applicable
Not applicable
258
1,108
Subsidiary
Subsidiary
341
126
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
130
882
104
11
79
1,673
18
18
Sale of services
Infosys BPO Limited
Infosys Technologies (China) Co. Limited
Infy Consulting Company Limited
Infosys Technologies (Sweden) AB
Infosys Public Services, Inc.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
69
11
30
27
900
1,037
42
143
5
190
Note:
1. Appropriate approvals have been taken for related party transactions. Advances paid have been adjusted against billings, wherever applicable.
2. On April24, 2015, the Board of Directors of Infosys authorized the Company to execute a Business Transfer Agreement and related documents with EdgeVerve Systems Limited (EdgeVerve),
to transfer the business of Finacle and Edge Services. The business was transferred for a consideration of `3,222 crore and `177 crore for Finacle and Edge Services, respectively. Net assets
amounting to `363 crore (including working capital amounting to `337 crore) have been transferred and accordingly a gain of `3,036 crore has been recorded as an exceptional item.
Theconsideration was settled through issue of 85,00,00,000 equity shares amounting to `850 crore and 25,49,00,000 non-convertible redeemable debentures amounting to `2,549 crore in
EdgeVerve, post the requisite approval from shareholders on December11, 2015. The debentures have been issued on December 24, 2015 up to a term of 120 months carrying annual rate
of interest at 10 years Government of India Bond yield plus 1% premium payable as mutually agreed by both the parties.
R. Seshasayee
Bangalore
April15, 2016
Chairman
Dr.Vishal Sikka
Chief Executive Officer and
Managing Director
Director
Title
Identification
Number (DIN)
06897177
U. B. Pravin Rao
06782450
Remuneration Remuneration
No. of stock
in fiscal 2016 in fiscal 2015 options / RSUs
(in ` crore)
(in ` crore) granted in fiscal
2016 (4)
(5)(6)
48.73
% increase of
remuneration
in 2016 as
compared to
2015 (1)
Excl. WTD
Ratio of
remuneration
to MRE (1)
4.56
1,24,061
751.92
935.41
935.38
0.00
0.00
9.28
6.08
0.00
0.00
52.63
NA
NA
178.14
NA
NA
178.13
NA
NA
0.00
NA
NA
0.00
NA
NA
0.00
1.88
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
4.43
NA
NA
NA
NA
NA
(3)
RSU Restricted Stock Units; WTD Whole-time Directors; MRE Median remuneration of employees
The above table includes bonus, retirals and others on accrual basis (Refer to Note 2.26 of the Standalone Financial Statements).
Based on annualized salary
Rounded off to two decimals
(3)
For the period June 14, 2014 to March 31, 2015 for fiscal 2015
(4)
During fiscal 2016, Dr. Vishal Sikka was granted RSUs valued at US$2 million on the grant date. The RSUs will vest over
a period of four years from the date of grant in the proportions specified in the award agreement (Refer to Note 2.1 of the
StandaloneFinancial Statements).
(5)
Includes payment of variable pay amounting to `14 crore for the year ended March 31, 2015 to the CEO as decided by the
nomination and remuneration committee in its meeting held on June 22, 2015, in line with the compensation plan approved by
the shareholders
(1)
(2)
Includes provision for variable pay amounting to US$4.33 million (approximately `29 crore) for the year ended March31,
2016 to the CEO. The shareholders in the EGM dated July 30, 2014 had approved a variable pay of US$4.18 million
(approximately `28 crore at current exchange rate) at a target level and also authorized the Board to alter and vary the
terms of remuneration. Accordingly, the Board, based on the recommendations of the nomination and remuneration committee
approved on April15,2016, US$4.33 million (approximately `29 crore) as variable pay for the year ended March 31, 2016.
(7)
For the period April 1, 2014 to October 10, 2014, for fiscal 2015. Resigned effective October 10, 2014
(8)
For the period April 1, 2014 to July 31, 2014, for fiscal 2015. Resigned effective July 31, 2014
(9)
For the period April 1, 2014 to June 10, 2014, for fiscal 2015. Resigned effective June 10, 2014
(10)
Before exceptional item
(6)
Director Identification
Number (DIN)
00043501
00092981
00047985
00621398
00347229
06858688
07029756
00001766
Remuneration in fiscal
2016 (in ` crore)
0.39
1.33
1.84
1.04
0.87
0.68
1.05
0.99
Remuneration in fiscal
2015 (in ` crore)
1.97
1.20
1.03
0.84
0.76
0.85
0.23
0.11
% increase of remuneration
(2016 over 2015) (8)
9.64
10.83
78.64
23.81
14.47
14.13
47.89
37.50
Director Identification
Number (DIN)
05229262
00004258
For the period April 1, 2015 to June 5, 2015, for fiscal 2016
For the period April 29, 2014 to March 31, 2015, for fiscal 2015
(3)
For the period April 1, 2015 to November 23, 2015, for fiscal 2016
Remuneration in fiscal
2016 (in ` crore)
0.20
Remuneration in fiscal
2015 (in ` crore)
0.61
For the period December 4, 2014 to March 31, 2015, for fiscal 2015
For the period February 4, 2015 to March 31, 2015, for fiscal 2015
(6)
For the period January 14, 2016 to March 31, 2016, for fiscal 2016
% increase of remuneration
(2016 over 2015) (8)
NA
NA
For the period April 1, 2014 to December 31, 2014, for fiscal 2015
Based on annualized commission
(1)
(4)
(7)
(2)
(5)
(8)
DINs mentioned in this section will apply to the names of the directors in all other references in this report.
Title
Remuneration
in fiscal 2016
(in ` crore)
M. D. Ranganath (1)
Rajiv Bansal (2)
A. G. S. Manikantha (3)
Parvatheesam K. (6)
Remuneration
No. of stock
in fiscal 2015 options / RSUs
granted in
(in ` crore)
fiscal 2016
% increase of
remuneration
in 2016 as
compared to
2015 (4)
Excl. WTD
Ratio of
remuneration
to MRE (4)
3.61
23.02
0.37
NA
4.72
NA
NA
493.43
NA
148.38
537.68
9.21
148.38
537.66
9.21
0.00
0.00
0.00
0.00
0.00
0.00
0.98
NA
NA
NA
NA
NA
The above table includes bonus, retirals and others on accrual basis (Refer to Note 2.26 of the Standalone Financial Statements)
For the period October 12, 2015 to March 31, 2016, for fiscal 2016
For the period April 1, 2015 to October 12, 2015, for fiscal 2016
(3)
For the period June 22, 2015 to March 31, 2016, for fiscal 2016
For the period April 1, 2014 to January 10, 2015, for fiscal 2015
Before exceptional item
(1)
(4)
(6)
(2)
(5)
(7)
The Median Remuneration of Employees (MRE), excluding Whole-time Directors (WTDs), was `5,20,946 and `4,89,468 in fiscal 2016 and fiscal 2015 respectively. The increase in MRE (excluding
WTDs) in fiscal 2016, as compared to fiscal 2015 is 6.4%.
The Median Remuneration of Employees (MRE), including Whole-time Directors (WTDs), was `5,20,964 and `4,89,470 in fiscal 2016 and fiscal 2015 respectively. The increase in MRE (including WTDs)
in fiscal 2016, as compared to fiscal 2015 is 6.4%.
The number of permanent employees on the rolls of the Company as of March 31, 2016 and March 31, 2015 was 1,48,877 and 1,39,148 respectively.
The revenue growth during fiscal 2016 over fiscal 2015 was 14.1% and net profit (before exceptional item) growth was 8.5%. The aggregate remuneration of employees (excluding WTD) grew by 14.4%
over the previous fiscal. The aggregate decrease in salary for WTDs and other KMPs as a group was 11.5% in fiscal 2016 over fiscal 2015. This was due to a decrease in the number of WTDs in fiscal
2016 as compared to fiscal 2015.
Our market capitalization increased by 9.8% to `2,79,837 crore as of March31, 2016 from `2,54,771 crore as of March 31, 2015. The Price Earnings Ratio was 20.4 as of March 31, 2016 which was a
decrease of 0.5%, as compared to March 31, 2015. The closing price of the Companys equity shares on the NSE and BSE as of March31, 2016 was `1,218.30 and `1,217.95 respectively, representing a
6,56,600% (NSE) increase over the IPO price, adjusted for stock splits and bonuses to date.
The Companys variable compensation philosophy for its managerial personnel is to ensure it is competitive in the global markets in which it operates, for attracting and retaining the best talent. In future,
the nomination and remuneration committee plans to use a combination of stock options, restricted stock units and performance-based stock to align senior employee compensation with shareholder value.
Component of remuneration to directors and other KMPs
As a percentage of revenues for fiscal 2016
As a percentage of net profit (before exceptional item) for fiscal 2016
During fiscal 2016, no employee received remuneration in excess of the highest-paid director.
Fixed salary
0.02
0.10
Commission
Total
0.02
0.07
0.17
0.73
b) Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Designation
Educational
qualification
Age
Experience Date of
(in years)
joining
Abhijit Sen
Abhishek Goyal
Ajayan Pillai
BE
B.Tech, PGD
B.Sc, MCA
48
42
45
27
19
22
Gross
remuneration
paid (`)
95,60,155
81,48,780
60,78,043
Alok Maheshwari
Alok Uniyal
Amer Singh Thakur
Amit Sahakundu
Anand J. Raghavan
Ananth Chandramouli
Anil Kumar P. N.
Anoop Kumar
Arun Kumar H. R.
BE
B.Tech, MBA
B.Sc, AIME, MBA
BE, M.Tech
BE
BE, EPGD, M.Tech
B.Tech, ME
BE, PGD
BE
44
47
55
52
44
43
44
45
43
22
22
36
31
22
20
21
24
21
Jan 5, 1998
Aug 2, 2004
Oct 1, 2011
Feb 24, 1999
Nov 27, 1995
Aug 26, 1996
Aug 5, 1996
May 3, 2000
Nov 7, 1994
61,09,815
75,14,953
62,66,987
62,85,290
94,17,599
73,43,743
69,23,132
75,42,372
1,10,53,103
49
44
48
26
23
21
Jan 3, 2000
Apr 1, 2015
Jan 2, 2012
Atul Soneja
Balaji Sampath
B.Com, MBA
BE, MS, Ph.D
B.A., M.A., MBA,
Ph.D
B.Tech (H)
BE, MBA
43
45
21
22
1,08,61,701
84,97,532
Balakrishna D. R.
Balakrishnan Mayilarangam
Sundararajan
Bhaskar Kakuturu
BE
B.Sc, M.Sc
44
50
22
29
Feb 7, 1994
Oct 12, 2000
1,29,86,184
61,61,045
B.Tech, PGD
44
23
92,10,558
53
41
56
44
53
30
21
31
22
32
Jul 1, 2013
Mar 8, 2001
Nov 15, 1996
Mar 13, 1995
Mar 12, 1999
4,02,90,603
72,40,282
1,39,25,837
74,33,713
73,37,635
BE
BE
B.Sc, PGCBM
BE
Diploma, Graduate
in Material
Management
B.Tech (H), PGDBM
52
30
Dec 3, 2012
B.Tech
BE
BE
43
48
45
20
26
24
74,59,719
69,76,197
1,64,47,476
B.Sc, ME
BE
B.Tech
MS
BE (H), ME
52
47
47
39
57
29
26
25
18
34
2,80,84,139
2,33,60,683
78,22,372
71,47,122
75,07,205
Deepak Gupta
Deepak P. N.
Deepak Padaki
70,14,222
62,79,366
83,43,881
87,10,582
Employee name
Designation
Educational
qualification
Age
Experience Date of
(in years)
joining
Gargi Ray
Gautam Khanna
B.Com (H), CA
B.Tech, PGDM
36
42
14
19
Gross
remuneration
paid (`)
Dec 14, 2006
74,48,440
Jun 8, 1998
75,48,471
MS, MBA
BE
BE, MBA, ME
B.A. LLB
BE
BE
BE
B.Sc, M.Sc, M.Phil
42
50
45
39
45
45
44
45
20
29
23
16
22
24
22
23
95,51,354
81,48,862
76,90,194
1,21,66,508
1,27,24,977
93,30,697
97,25,134
60,61,988
BE
BE
AMIETE
43
42
45
20
21
22
Jul 8, 2010
Apr 28, 1997
Dec 4, 1995
96,06,455
61,95,366
1,17,44,538
BE, M.Tech
B.Sc, MS, Ph.D
53
43
30
17
1,40,26,153
72,24,237
42
18
1,48,95,217
Mu Sigma, SVP
Global Tele Systems, Member Strategic Planning
Chipsoft Technologies, Customer Support
Engineer
AT&T SSTL, Manager Technical
BNSF Railway Company, Director Talent
Management and OD
Mu Sigma, VP Finance
BE, MBA
BE, DFM
BE
BE, MS
LLB, B.Com, MPM
44
48
42
46
47
22
27
22
23
25
60,72,283
1,03,98,326
72,59,308
79,92,245
1,12,19,149
B.Sc
47
26
May 2, 1991
1,47,11,117
BE
45
23
Sep 1, 1997
67,34,094
BE, ME
B.Tech
BE
Diploma, B.Tech,
M.Tech
BE
B.Tech (H)
B.Tech
B.Tech
B.Tech, PGPM
MS, PGDM
43
43
44
46
19
21
22
21
Nov 6, 2006
Jun 26, 1995
Apr 28, 1997
Feb 13, 1995
65,31,019
87,34,738
66,89,867
67,25,266
47
42
39
43
44
44
25
20
18
22
22
18
May 8, 1995
Jun 24, 1996
Oct 13, 1997
Jun 27, 1994
Apr 7, 2011
Mar 9, 2015
89,01,547
68,91,136
72,18,004
71,89,702
1,15,44,713
62,12,484
BE
BE, MBA
B.Sc, MBA
41
48
42
19
27
23
95,05,321
61,54,128
85,57,979
Gautam Shekar
Geetha G.
Gnanapriya C.
Gopi Krishnan Radhakrishnan
Gopikrishnan Konnanath
Guruprakash Pai Karkala
Gururaj B. Deshpande
Hanumesh V. J.
Harish Srinivas Gudi
Hasit G Trivedi
Indranil Mukherjee
Ishwar C. Halalli
Jayan Sen
Jayesh Dhanvantkumar
Sanghrajka
Jayraj Dharmojeppa Ugarkar
Jitendra Sangharajka D.
John Premkumar R.
Karthikeyan Neelakandan
Kavita Manoj Kulkarni
Koushik R. N.
Krishna Kumar C.
Employee name
Employee name
Designation
Educational
qualification
Age
Experience Date of
(in years)
joining
Mohit Saxena
Murali Vasudevan
B.Tech
MMS
41
48
21
27
Gross
remuneration
paid (`)
83,46,571
87,39,952
Muthuvel Gajapathi
Nabarun Roy
Nagaraj Prabhakar Kollegal
Nandakumar Thiruvengadam
Nandini S.
B.Sc, MCA
B.Tech
B.Arch
B.Com, ICWA, ACS
BE (H), M.Sc (H),
Fellow
B.Com, MBA
BE, ME
B.Sc, M.Sc, M.Tech
BE, PGDM
BE
B.Tech
BE, PGDBM
47
44
47
52
42
25
22
23
30
16
1,43,29,097
1,24,56,511
68,81,375
61,64,709
1,03,28,895
37
44
43
50
40
43
48
14
21
20
28
19
22
26
75,27,454
72,67,585
67,74,169
75,58,649
65,47,632
78,07,321
2,05,89,582
BE, M.Tech
Diploma, BE
B.Com, CA
BE
BE
BE
43
45
43
47
44
44
19
23
18
27
23
22
67,43,296
83,74,857
66,94,080
82,29,419
60,77,922
61,05,093
BE, M.Sc
46
23
Oct 1, 2011
1,01,49,911
B.Tech
42
20
Feb 9, 2004
96,27,612
BE, MBA
BE, MBA
BE
BE, MBA
BE
B.Sc, PGD
50
44
54
45
46
51
26
20
31
24
24
24
65,26,980
60,67,817
7,53,68,705
1,00,73,863
74,61,907
71,91,808
BE
48
24
81,85,955
BE
45
22
69,13,594
Raghavan S.
Raghu Boddupally
Raghupathi N. Cavale
BE
BE, MS
BE, MS
43
41
54
21
21
31
Nov 7, 1994
Jan 20, 2003
Dec 13, 1999
82,35,447
75,56,080
1,39,56,711
Raghuveer B. K.
Rajeev Ranjan
BE
B.Tech, MBA
48
43
26
20
80,34,140
1,28,17,650
Rajesh Kharidehal
B.Com, CA
45
17
92,59,662
Radhakrishna Huthinagadde
Subbaiah
Radhakrishna S.
Designation
Educational
qualification
Age
Experience Date of
(in years)
joining
Rajesh Subbarao
Rajesh Thampy
Rajkumar R.
Rajneesh Malviya
Rajnish Sharma
Ramadas Kamath U.
PGD, M.Sc
B.Sc
BE
B.Tech
B.Tech
BBM, FCA
44
43
41
45
44
55
21
22
20
22
23
31
Gross
remuneration
paid (`)
Oct 1, 2011
72,46,224
Apr 22, 1996
76,37,743
Jul 20, 1998
83,94,391
Jun 27, 1994 1,02,99,547
Oct 8, 2001
84,84,760
Jul 1, 1994
4,00,90,429
BE, M.Tech
B.Sc
B.Sc, CAIIB
BE, M.Tech
B.Tech
BE, M.Tech, Ph.D
51
40
59
47
42
47
27
20
38
25
20
20
1,03,05,601
67,50,120
1,12,85,262
93,89,404
77,45,324
85,03,644
Poorva Consultants, PM
Manipal Printers and Publishers Limited,
Accountant
DSQ Software Limited, Associate Consultant
Xansa India Limited, Senior Solutions Architect
Canara Bank, Officer
INSAT, MCF (ISRO), Engineer
SAIL, Management Trainee
TCS Limited, Trainee
45
20
61,69,728
50
27
87,33,711
47
24
May 3, 2010
77,68,289
BE
BE(H), M.Tech,
Ph.D
BE
42
46
20
20
87,58,778
63,46,384
48
26
71,31,805
BE, PGD
BE
42
43
19
21
May 4, 1998
Nov 5, 1997
66,41,627
81,24,462
Reddy Kesari
BE
43
21
Oct 1, 2011
74,41,255
Renganathan V. R.
Richard Lobo
BE
BE, PGD
46
44
26
21
1,38,63,870
1,33,94,230
Ruchika Jain
B.A. (H), MS
46
23
77,14,719
27
Jun 4, 2012
60,83,655
24
1,21,83,015
B.Com, ACA,
AICWA
B.Tech
BE
BE, ME
B.Com (H), CA
44
20
1,04,12,555
42
44
47
39
19
22
24
16
84,22,127
70,40,371
80,91,725
70,92,610
Ramakrishna B.
Ramakrishnan Krishnan
Ramakrishnan M.
Ramesh Adiga
Ramesh Amancharla
Ramesh Babu S.
Ramkumar Krishnamurthy
Dargha
Ratnavelswamy Shanmughom
Rethinasamy
Ravi Kiran Kuchibhotla
Ravi Kumar Dikshit
Ravi Kumar G. V. V.
Ravichandran Annadurai
Ravikrishnan K.
Ravindranath P. Hirolikar
Employee name
Employee name
Designation
Santhanakrishnan R.
Educational
qualification
Age
Experience Date of
(in years)
joining
BE, MBA
40
18
Jul 1, 2009
Gross
remuneration
paid (`)
61,24,047
BE, PGD
BE
42
44
19
23
Apr 3, 2000
May 10, 1993
61,56,442
95,10,249
BE, M.Tech
BE
BE
Diploma
B.Tech
BE
B.Tech
B.Tech
B.A. (H), MBA
49
44
44
42
45
41
42
45
46
25
21
22
23
22
20
22
24
22
72,35,587
79,12,104
1,86,30,052
62,34,899
81,79,760
83,46,680
81,19,323
1,82,79,431
1,33,23,445
B.Tech (H)
BE
B.Tech
B.Tech, MS
43
40
46
40
19
19
24
19
72,51,169
1,03,68,396
76,70,174
82,19,784
Shyam Sundar V.
BE
48
27
80,52,067
43
18
Jan 2, 2001
84,50,417
E4E, Director
SAIL, Trainee
TCS Limted, Project leader
Parks Controls & Com, Trainee
Mukand Limited, Bombay
Mercer Consulting Limited,
Market Business Leader South Asia
Infosys Limited, Delivery Manager
B.Tech, MBA
47
25
74,39,572
B.Sc, M.Sc
BE
B.Tech
B.Tech
BE, MMS
BE
BE
B.Sc
BE, PGDBM
B.Com, MBA
BE, M.Tech, MS
59
53
44
49
43
48
42
51
52
41
47
32
31
22
28
20
25
21
29
29
20
23
Jan 1, 1984
Dec 7, 2000
Jun 27, 1994
Sep 21, 1998
Jan 15, 2002
Nov 12, 1998
Sep 18, 2008
Nov 21, 2005
Dec 12, 2001
May 6, 2004
Aug 26, 1998
BE
B.Tech
46
47
25
25
Mar 9, 1998
Jun 8, 1994
B.Com, CA
40
20
1,30,35,659
BE
45
23
73,25,198
BE, PGD
43
20
63,77,311
Sridhara N. R.
Srikantan Moorthy
Srinivas J.
Srinivas Poosarla
Srinivasa Gopal Sugavanam
Srinivasan Govindan
Srinivasan Subramaniam
Subrata Kar
Suman Sasmal
Sumit Virmani
Sundar K. S.
Sundaresh Shankaran
Sunil Jose
Sunil Kumar Dhareshwar
80,45,183
3,39,11,070
73,08,217
80,04,418
65,71,680
68,94,054
70,69,049
82,46,711
1,58,18,774
1,02,10,953
70,34,906
78,87,319
91,82,512
Designation
Educational
qualification
Age
Experience Date of
(in years)
joining
Surya Prakash K.
Suryanarayanan M. S.
BE
B.Sc, MCA
47
43
26
20
Gross
remuneration
paid (`)
1,21,60,370
70,06,649
Suryaprakash Viswanath
Kareenahalli
Sushil Kumar
Thirumala Arohi
Thothathri Visvanathan
Umashankar Malapaka
Varadharaj Venkataraman
BE, PGD
50
27
1,26,24,792
BE, PGD
B.Tech
BE, PGCCA
BE, PGD
M.Sc (H), MMS
41
43
53
42
40
21
21
30
19
17
70,00,448
70,37,786
1,61,50,566
61,33,504
69,75,779
Diploma, B.Sc
BCS, MBA
B.Tech
BBM, PGDM
50
40
42
58
30
19
20
36
60,97,355
76,19,143
74,80,135
1,51,64,648
Venkat Narayan S.
Venkata Seshu Gulibhi
Vibhuti Kumar Dubey
Vijay Mishra
BE
B.Sc, M.Sc, M.Tech
BE, PGD
BE, PGD
43
48
51
43
22
24
27
20
87,75,944
74,64,163
1,22,21,411
89,94,023
Vijayeendra S. Purohit
Vinayak Prabhakar Hegde
Virendra Paliwal
48
43
46
26
23
23
Apr 8, 1996
Mar 5, 2007
Aug 28, 1997
91,66,957
86,82,298
76,24,118
BE
BE
Diploma, BE,
PGDM
BE, MS
B.Sc, MS, MBA
BE
BE, PGDM
52
49
47
46
23
28
24
22
66,46,067
73,50,898
1,07,59,045
65,83,967
Note: The above table is based on payouts made during the year.
Employed for part of the year with an average salary above `5 lakh per month
Employee name
Designation
Educational
qualification
Age
Experience Date of
(in years)
joining
Avinash Prasad
Nagaraj Nanjundaram
Prince Thomas
Samson Michael David
B.Tech, PGDBA
BE, PGD
B.Tech
BE
43
45
44
47
20
22
22
26
Gross
remuneration
paid (`)
Aug 3, 2015
40,39,627
Oct 5, 2015
32,06,600
Jul 30, 2015
41,77,845
Apr 21, 2015 2,77,63,635
BE
B.A., PG Dip.
49
53
26
32
2,99,73,482
2,02,03,051
B.Tech, MBA
47
23
Aug 31,2015
40,26,273
Note: The above table is based on payouts made during the year.
Employee name
Age
Experience Date of
(in years)
leaving
BE
BE
BE
B.Sc (H), PG
Diploma in
Software Enterprise
Mgmt, MCA
AVP and Principal IP Officer, LEGAL
B.Sc, M.Sc, Ph.D
AVP and Lead Principal Education and Research, BE
TAFF
VP and Product Delivery Head, FINACLE
BE, M.Sc (Engg)
49
35
38
41
26
12
16
18
Gross (`)
(Part year/
month)
21,79,727
22,42,518
13,88,528
29,94,525
46
47
19
26
1,17,51,758
6,81,940
52
26
28,22,965
B.A., MMM
B.Sc, M.Sc
BE, PGD
BE
44
43
50
60
21
21
24
36
Jun 3, 2015
Jul 31, 2015
Jul 31, 2015
Nov 6, 2015
14,05,745
44,66,769
21,67,590
60,85,353
Deepak N. Hoshing
Ganesh Gopalakrishnan
Girish G. Kamat
Guru Raja C.
Hemant Govind Kalgaonkar
B.Tech
BE (H), PGD
BE
B.Sc, CAIIB, M.Sc
BE
53
53
43
55
42
30
28
20
32
20
64,03,441
56,24,767
20,94,543
20,26,384
21,03,372
Issac Mathew
B.Tech, MBA
42
16
8,03,836
BE
BE, PGD
40
46
19
21
28,20,543
49,17,179
51
49
43
47
45
49
47
42
44
43
44
41
45
57
43
50
32
27
17
22
20
28
25
20
21
21
21
18
21
32
20
24
20,24,700
34,22,633
71,50,409
21,61,976
11,34,421
35,03,617
40,25,700
15,65,151
55,48,959
38,24,995
8,27,464
5,79,154
51,67,733
21,49,364
47,18,706
23,18,202
Employee name
Designation
Abhay M. Kulkarni
Abhishek Kumar
Amit Kumar Jain
Anand Sinha
Anindya Sircar
Anupama Nithyanand
Arun Kumar Krishnan
Ashok Virbhan Lalla
Babu N. S.
Balachandran R.
Balashankar
Mahesh R.
Mahesh Venkataraman
Mala Chandrasekhar
Manish Narayan Savaji
Manisha Banthia
Mohan Kumar K. L.
Naresh Kumar K.
Nishikant Nigam
Pandiya Kumar Rajamony
Prasad C.
Praveen Gulabrani
Rahul Goyal
Rahul Shah
Rajasekaran K. S.
Rajashekara V. Maiya
Rajendra Awasthi
Educational
qualification
Designation
Educational
qualification
Age
Experience Date of
(in years)
leaving
Rajesh Shankaran
Rajiv Bansal
43
43
21
21
Raktim Singh
Rama Mohan Venkata
Kadayinti
Ramakrishnan K. R.
Ramchandran V.
BCS, MBA
B.Com (H), CA,
ICWAI
B.Tech
BE, M.Tech
Gross (`)
(Part year/
month)
Jul 31, 2015
20,29,991
Dec 31, 2015 10,05,73,319
42
46
20
22
21,11,408
67,14,869
32
17
22,52,365
21,14,258
B.Tech, PGD
44
19
Oct 9, 2015
55,53,147
Sanjay Jalona
Savio DSouza
M.Sc
B.Sc, MCA
47
46
25
23
Aug 7, 2015
Aug 31, 2015
2,05,36,459
27,18,264
Sheenam Ohrie
Siddarth Arvind Shah
Siva Subramaniam G. V.
BE
B.Com, PGD
B.Com
45
37
40
23
14
20
39,48,172
10,49,112
22,41,893
Srinivas Padmanabhuni
46
17
40,49,184
Srinivasan Ayyamoni
B.Tech, M.Tech,
Ph.D
B.Com, ACA
41
18
5,04,489
Sudir Babu N. P.
Suhas Bhaurao Patil
49
46
28
25
24,19,485
24,65,132
Sukanya Ghosh
B.Sc, PGD
Diploma, BCS,
MMSc.
B.A. (H)
46
23
Dec 1, 2015
42,73,591
BE
B.Tech, PGDBM
51
41
18
18
97,03,213
29,92,161
BE, MS
B.Tech
41
41
19
19
15,71,623
20,11,339
BE
BE, MBA
B.Sc, MCA
BE, MBA
51
46
48
51
29
23
24
26
63,84,105
34,16,041
39,15,949
72,31,994
Vinay C. S.
BE
47
23
26,61,297
BE
47
23
28,85,619
Vishnu G. Bhat
Note: The above table is based on payouts made during the year.
Bangalore
April15, 2016
R. Seshasayee
Dr.Vishal Sikka
Chairman
Employee name
Legend
Designations at Infosys
AVP
Associate Vice President
EVP
Executive Vice President
SVP
Senior Vice President
VP
Vice President
Units at Infosys
ADM
Application Development and Maintenance
CCD
Computers and Communication Division
CDG
Communication Design Group
CIS
Cloud and Infrastructure Services
CORP
Corporate
CORPSTGY Corporate Strategy
CORPTECH Corporate Technology
DIS
Digital and Integration Services
DNA
Data and Analytics
DX
Digital Experience
Units at Infosys
EAS
Enterprise Application Package Services
ECS
Energy & utilities, Communications and Services
ENG
Engineering Services
FAC
Facilities
FIN
FINACLE
Finance
Finacle
GDLY
HRD
IGC
IND
IS
ISG
IVSU
LEGAL
MFG
Global Delivery
Human Resource Department
Units at Infosys
MKTG
Marketing
MRCL
Quality
TAFF
Talent Fulfilment
Infosys Consulting
India Business Unit
Information Systems
Information Security Group
Independent Validation Solutions
Legal
Manufacturing
Bangalore
15 April, 2016
Supreet Sachdev
Partner
Annexure 5 Secretarial audit report for the financial year ended March 31, 2016
(Pursuant to section 204 (1) of Companies Act 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members, Infosys Limited, Bangalore
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
INFOSYS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit,
I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March31, 2016 complied
with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to
the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year
ended on March31, 2016 and made available to me, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
iii. The Depositories Act, 1996 and the regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and
Overseas Direct Investment;
v. The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; and
e) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies
Act and dealing with client.
vi. Other laws applicable specifically to the Company, namely:
a) Information Technology Act, 2000 and the rules made thereunder;
b) Special Economic Zones Act, 2005 and the rules made thereunder;
c) Software Technology Parks of India rules and regulations;
d) The Indian Copy Rights Act, 1957;
e) The Patents Act, 1970; and
f) The Trade Marks Act, 1999.
I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company
Secretaries of India, (ii) The Listing Agreements entered into by the Company with Stock Exchanges in India.
I report that, during the year under review, the Company has complied with the provisions of the Acts, rules, regulations and guidelines mentioned above.
I further report that, there were no events / actions in pursuance of:
a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, requiring compliance thereof by the Company during
the financial year.
I further report that, based on the information provided and the representation made by the Company and also on the review of the compliance
reports of Company Secretary / Chief Executive Officer taken on record by the Board of Directors of the Company, in my opinion, adequate
systems and processes exist in the Company to monitor and ensure compliance with provisions of applicable general laws like labour laws and
environmental laws.
I further report that, the compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial
records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and
other designated professionals.
I further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in
advance to all Directors, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman the decisions of the Board were unanimous and no dissenting
views have been recorded.
I further report that, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I report further that, during the audit period, except Issue of Bonus Equity Shares, there were no other specific events / actions in pursuance of
the above referred laws, rules, regulations, guidelines, etc., having a major bearing on the Companys affairs.
Bangalore
April 15, 2016
P.G.Hegde
Hegde & Hegde
Company Secretaries
L 8 5 1 1 0 K A 1 9 8 1 P L C 0 1 3 1 1 5
Registration date
Infosys Limited
Yes
620
100
Country
CIN / GLN
Holding /
Subsidiary/
Associate
% holding
as at
March 31,
2016
Applicable
section
Switzerland
Subsidiary
Germany
Subsidiary
Australia
Subsidiary
Switzerland
Switzerland
China
Subsidiary
Subsidiary
Subsidiary
Czech Republic
Austria
Subsidiary
Subsidiary
France
Subsidiary
U.K.
Subsidiary
Netherlands
Subsidiary
Poland
Subsidiary
Portugal
Subsidiary
Romania
Subsidiary
Singapore
U.S.
Belgium
Subsidiary
Subsidiary
Subsidiary
Brazil
Switzerland
Subsidiary
Subsidiary
Infosys Consulting AG
(formerly Lodestone Management Consultants AG)
Lodestone GmbH (formerly Hafner Bauer & dman GmbH)
Lodestone Augmentis AG
Infosys Consulting S.R.L.
(formerly Lodestone Management Consultants S.R.L.)
Infosys BPO Limited (Infosys BPO)
EdgeVerve Systems Limited (EdgeVerve)
Infosys Technologies (China) Co. Limited (Infosys China)
Argentina
India
India
China
Subsidiary
U72200KA2002PLC030310 Subsidiary
U72200KA2014PLC073660 Subsidiary
Subsidiary
100
99.98
100
100
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
China
U.S.
U.S.
Brazil
Mexico
Sweden
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
100
100
100
100
100
100
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Czech Republic
Subsidiary
Poland
U.S.
Australia
Subsidiary
Subsidiary
Subsidiary
Australia
U.S.
U.S.
Israel
Germany
Japan
India
U.S.
U.S.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
U72200TZ2003PTC010618 Subsidiary
Subsidiary
Subsidiary
Canada
U.S.
Subsidiary
Associate
100
100
100
100
100
100
100
100
100
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Section 2(87)
Notes:
1. Infosys BPO S. de R.L. de C.V has been liquidated effective March 15, 2016.
2. Following companies are yet to commence operations:
a. Infosys BPO Americas LLC
b. Infosys Canada Public Services Ltd.
c. Panaya Pty. Ltd.
(i)
Category-wise shareholding
Category
code
Category of shareholder
(I)
(II)
(A) Promoter and promoter group
(1) Indian
(a) Individual / HUF
(b) Central government
(c) State government(s)
(d) Bodies corporate
(e) Banks / Financial institutions
(f) Any other
Sub-total A(1)
(2) Foreign
(a) Individuals (NRIs / Foreign individuals)
(b) Other individuals
(c) Bodies corporate
(d) Banks / Financial institutions
(e) Any other
Sub-total A(2)
Total shareholding of promoters A=A(1)+A(2)
(B) Public shareholding
(1) Institutions
(a) Mutual funds / UTI
(b) Banks / Financial institutions
(c) Central government
(d) State government(s)
(e) Venture capital funds
(f) Insurance companies
(g) Foreign institutional investors
(h) Foreign venture capital funds
(i) Any other
Sub-total B(1)
(2) Non-institutions
(a) Bodies corporate
(b) Individuals
(i) Individuals holding nominal share capital
up to `1 lakh
(ii) Individuals holding nominal share capital
in excess of `1 lakh
(c) Any other
(i) Foreign bodies-DR
(ii) Foreign portfolio investor
(iii) NRI / OCB
(iv) Trusts (2)
Sub-total B(2)
Total public shareholding total B=B(1)+B(2)
Total (A+B)
(C) Shares held by custodians for ADRs
Grand total (A+B+C)
(VIII)
(IX)
% change
% of total during the
year
shares (1)
(X)
(XI)
15,02,15,636
15,02,15,636
15,02,15,636
15,02,15,636
13.08
13.08
29,28,06,199
29,28,06,199
29,28,06,199
29,28,06,199
12.75
12.75
(0.33)
(0.33)
15,02,15,636
13.08
29,28,06,199
29,28,06,199
12.75
(0.33)
15,02,15,636
6,07,84,954
7,25,435
11,19,10,924
43,59,60,562
19,200
6,07,84,954
7,25,435
11,19,10,924
43,59,79,762
5.29
0.06
9.74
37.96
15,23,60,913
10,88,363
24,74,20,991
52,01,79,413
12,800
15,23,60,913
10,88,363
24,74,20,991
52,01,92,213
6.63
0.05
10.77
22.65
1.34
(0.01)
1.03
(15.31)
60,93,81,875
19,200
60,94,01,075
53.06
92,10,49,680
12,800
92,10,62,480
40.10
(12.96)
92,55,388
25,600
92,80,988
0.81
1,76,76,850
51,200
1,77,28,050
0.77
(0.04)
6,45,97,620
9,83,912
6,55,81,532
5.71
11,17,72,259
7,37,345
11,25,09,604
4.90
(0.82)
4,19,53,512
14,53,800
4,34,07,312
3.78
10,62,34,240
40,22,896
11,02,57,136
4.80
1.02
4,85,371
5,86,37,491
3,205
1,75,56,026
78,32,920
24,66,517
20,27,81,640
24,85,717
81,21,82,715
24,85,717
96,23,98,351
18,60,73,981
24,85,717 1,14,84,72,332
0.04
5.11
1.53
0.68
17.66
70.72
83.80
16.20
100.00
2,15,185
40,40,52,549
3,49,74,684
1,80,14,430
69,29,40,197
1,61,39,89,877
1,90,67,96,076
38,53,17,937
2,29,21,14,013
2,15,185
40,40,52,549
3,49,81,094
1,80,14,430
69,77,58,048
1,61,88,20,528
1,91,16,26,727
38,53,17,937
2,29,69,44,664
0.01
17.59
1.52
0.78
30.37
70.47
83.22
16.78
100.00
(0.03)
12.48
(0.01)
0.10
12.72
(0.24)
(0.58)
(0.58)
4,85,371
5,86,37,491
1,75,52,821
78,32,920
20,03,15,123
80,96,96,998
95,99,12,634
18,60,73,981
1,14,59,86,615
6,410
48,17,851
48,30,651
48,30,651
48,30,651
The total number of shares has increased due to issuance of bonus shares in June 2015 in the ratio of 1:1.
Includes 56,67,200 and 1,13,23,576 shares held by Infosys Limited Employees Welfare Trust which is a Employee Benefit Trust as per SEBI (Share Based Employee Benefits) Regulations, 2014 at the beginning and end of the year respectively and is a nonpromoter
and non-public shareholding.
(1)
(2)
Sudha Gopalakrishnan
Rohan Murty
S. Gopalakrishnan
Nandan M. Nilekani
Akshata Murty
Asha Dinesh
Sudha N. Murty
Rohini Nilekani
Dinesh Krishnaswamy
Shreyas Shibulal
Shruti Shibulal
S. D. Shibulal
N. R. Narayana Murthy
Nihar Nilekani
Janhavi Nilekani
Kumari Shibulal
Divya Dinesh
Deeksha Dinesh
Meghana
1,58,99,564
1.38
1,33,13,452
1.16
1,06,91,740
0.93
1,02,12,824
0.89
1,00,94,964
0.88
90,29,320
0.79
90,02,348
0.78
84,93,074
0.74
73,52,464
0.64
73,43,848
0.64
49,39,422
0.43
43,59,344
0.38
33,31,620
0.29
33,31,582
0.29
30,22,088
0.26
20,00,000
0.17
20,00,000
0.17
12,08,732
0.11
3,17,99,128
1.38
2,16,26,904
0.94
2,13,83,480
0.93
2,04,25,648
0.89
2,01,89,928
0.88
1,80,58,640
0.79
1,80,04,696
0.78
1,69,86,148
0.74
1,46,79,855
0.64
1,36,87,696
0.60
88,28,844
0.38
87,18,688
0.38
66,63,240
0.29
66,63,164
0.29
54,94,176
0.24
40,00,000
0.17
40,00,000
0.17
24,17,464
0.11
% change in share
holding during the
year
(0.22)
(0.04)
(0.05)
(0.02)
Note: The total number of shares has increased due to the issuance of bonus shares in June 2015 in the ratio 1:1.
2,45,89,250
2,45,89,250
2.14
2,45,89,250
4,91,78,500
4,91,78,500
2.14
2.14
2.14
1,58,99,564
1,58,99,564
1.38
1,58,99,564
3,17,99,128
3,17,99,128
1.38
1.38
1.38
1,33,13,452
1,33,13,452
(50,00,000)
1.16
(0.22)
1,33,13,452
2,66,26,904
2,16,26,904
2,16,26,904
1.16
1.16
0.94
0.94
1,06,91,740
1,06,91,740
0.93
1,06,91,740
2,13,83,480
2,13,83,480
0.93
0.93
0.93
1,02,12,824
1,02,12,824
0.89
1,02,12,824
2,04,25,648
2,04,25,648
0.89
0.89
0.89
1,00,94,964
1,00,94,964
0.88
1,00,94,964
2,01,89,928
2,01,89,928
0.88
0.88
0.88
90,29,320
90,29,320
0.79
90,29,320
1,80,58,640
1,80,58,640
0.79
0.79
0.79
90,02,348
90,02,348
0.78
90,02,348
1,80,04,696
1,80,04,696
0.78
0.78
0.78
84,93,074
84,93,074
0.74
84,93,074
1,69,86,148
1,69,86,148
0.74
0.74
0.74
73,52,464
73,52,464
(25,000)
(73)
0.64
73,52,464
1,47,04,928
1,46,79,928
1,46,79,855
1,46,79,855
0.64
0.64
0.64
0.64
0.64
73,43,848
73,43,848
(10,00,000)
0.64
(0.04)
73,43,848
1,46,87,696
1,36,87,696
1,36,87,696
0.64
0.64
0.60
0.60
49,39,422
49,39,422
(25,000)
(25,000)
(10,00,000)
0.43
(0.05)
49,39,422
98,78,844
98,53,844
98,28,844
88,28,844
88,28,844
0.43
0.43
0.43
0.43
0.38
0.38
43,59,344
43,59,344
0.38
43,59,344
87,18,688
87,18,688
0.38
0.38
0.38
33,31,620
33,31,620
0.29
33,31,620
66,63,240
66,63,240
0.29
0.29
0.29
33,31,582
33,31,582
0.29
33,31,582
66,63,164
66,63,164
0.29
0.29
0.29
30,22,088
30,22,088
(25,000)
(25,000)
(5,00,000)
0.26
(0.02)
30,22,088
60,44,176
60,19,176
59,94,176
54,94,176
54,94,176
0.26
0.26
0.26
0.26
0.24
0.24
20,00,000
20,00,000
0.17
20,00,000
40,00,000
40,00,000
0.17
0.17
0.17
20,00,000
20,00,000
0.17
20,00,000
40,00,000
40,00,000
0.17
0.17
0.17
12,08,732
12,08,732
0.11
12,08,732
24,17,464
24,17,464
0.11
0.11
0.11
Note: The total number of shares has increased due to the issuance of bonus shares in June 2015 in the ratio 1:1.
4.81
5,52,74,758
4.81
0.72
6,35,72,038
12,71,44,076
5.54
5.54
0.22
13,22,74,300
13,22,74,300
5.76
5.76
3.07
3,52,52,415
3.07
3,52,52,415
7,05,04,830
3.07
3.07
(1.05)
4,64,11,362
4,64,11,362
2.02
2.02
2.62
3,01,35,202
2.62
(0.16)
2,82,67,676
5,65,35,352
2.46
2.46
(0.08)
5,46,82,320
5,46,82,320
2.38
2.38
2.09
2,39,54,468
2.09
(0.12)
2,25,86,017
4,51,72,034
1.97
1.97
0.43
5,51,04,357
5,51,04,357
2.40
2.40
1.51
1,72,99,435
1.51
0.02
1,75,81,452
3,51,62,904
1.53
1.53
(0.10)
3,29,07,798
3,29,07,798
1.43
1.43
Notes: The date-wise increase / decrease in shareholding of the top 10 shareholders is available on our website, www.infosys.com.
Change in the top 10 shareholders at the beginning of the year and at the end of the year
1.50
1,73,68,606
3,47,37,212
1.51
1.51
2,90,66,065
2,90,66,065
1.27
1.27
1,39,04,117
1.21
64,61,912
1,29,23,824
0.56
0.56
78,89,654
78,89,654
0.34
0.34
1,25,73,492
1.09
1,04,76,450
2,09,52,900
0.91
0.91
1,22,29,311
1.06
1,13,27,656
2,26,55,312
0.98
0.98
2,97,85,427
2,97,85,427
1.30
1.30
1,04,30,700
0.91
1,15,50,306
2,31,00,612
1.01
1.01
2,16,23,716
2,16,23,716
0.94
0.94
96,85,000
0.84
96,85,000
1,93,70,000
0.84
0.84
1,45,88,714
1,45,88,714
0.64
0.64
65,35,829
0.57
72,96,737
1,45,93,474
0.64
0.64
1,91,09,886
1,91,09,886
0.83
0.83
2,28,12,976
2,28,12,976
0.99
0.99
Shareholding at the beginning of the year Cumulative shareholding during the year
No. of shares % of total shares of
No. of shares % of total shares of
the Company
the Company
2,77,760
2,77,760
0.02
2,77,760
5,55,520
5,55,520
0.02
0.02
0.02
9,116
1,708
9,116
10,824
10,824
124
124
124
248
248
400
400
400
800
800
70,890
70,890
0.01
70,890
1,41,780
1,41,780
0.01
0.01
0.01
4,628
4,628
4,628
9,256
9,256
40
40
40
80
80
(1)
The following directors did not hold any shares during fiscal 2016:
K. V. Kamath Chairman, resigned on June 5, 2015
Prof. Jeffrey S. Lehman Director
Roopa Kudva Director
Prof. John W. Etchemendy Director
Indebtedness
The Company has not availed any loan during the year and is a debt-free Company.
Particulars of remuneration
Gross salary
Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961
Value of perquisites u/s 17(2) Income-tax Act, 1961
Profits in lieu of salary under Section 17(3) Income-tax Act, 1961
Stock option (1)
Sweat equity
Commission
as % of profit
Others (2)(3)
Total (A)
Ceiling as per the Act
42.77
48.73
0.89
2.55
5.84
9.28
Total amount
6.85
2.55
48.61
58.01
1,954
During fiscal 2016, Dr. Vishal Sikka was granted RSUs valued at US$2 million on the grant date. The RSUs will vest over a period of four years from the date of grant in the proportions
specified in the award agreement (Refer to Note 2.1 of the Standalone Financial Statements).
(2)
Includes payment of variable pay amounting to `14 crore for the year ended March 31, 2015 to the CEO as decided by the nomination and remuneration committee in its meeting held on
June 22, 2015, in line with the compensation plan approved by the shareholders. Further, includes provision for variable pay amounting to US$4.33 million (approximately `29 crore) for the
year ended March 31, 2016 to the CEO. The shareholders in the EGM dated July 30, 2014 had approved a variable pay of US$4.18 million (approximately `28 crore at current exchange
rate) at a target level and also authorized the Board to alter and vary the terms of remuneration. Accordingly, the Board, based on the recommendations of the nomination and remuneration
committee approved on April15,2016, US$4.33 million (approximately `29 crore) as variable pay for the year ended March 31, 2016.
(3)
Includes bonus, retirals and others on accrual basis (Refer to Note 2.26 in the Standalone Financial Statements)
(1)
in ` crore
Particulars of remuneration
K. V. Kamath (1) R. Seshasayee
Independent directors
Fee for attending Board / committee
meetings
Commission
Others, please specify
Total (1)
Other non-executive directors
Fee for attending Board / committee
meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total managerial remuneration
Overall Ceiling as per the Act
Ravi
Venkatesan
Prof. Jeffrey S.
Lehman
Name of director
Carol M. Prof. John W.
Browner (2) Etchemendy
Roopa Kudva
Kiran
MazumdarShaw
Total
Dr. Punita amount
KumarSinha (3)
0.39
0.39
1.84
1.84
1.04
1.04
1.33
1.33
0.68
0.68
1.05
1.05
0.99
0.99
0.87
0.87
0.20
0.20
8.39
8.39
0.39
0.39
1.84
1.84
1.04
1.04
1.33
1.33
0.68
0.68
1.05
1.05
0.99
0.99
0.87
0.87
0.20
0.20
8.39
8.39
178
Particulars of remuneration
Gross salary
Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961
Value of perquisites u/s 17(2) Income-tax Act, 1961
Profits in lieu of salary under Section 17(3) Income-tax Act, 1961
Stock option
Sweat equity
Commission
as % of profit
Others (4)
Total
Remuneration is for the period June 22, 2015 to March 31, 2016.
Remuneration of Rajiv Bansal is for the period of April 1, 2015 to October 12, 2015.
(3)
Remuneration of M. D. Ranganath is for the period of October 12, 2015 to March 31, 2016.
(4)
Includes bonus, retirals and others on accrual basis (Refer to Note 2.26 of the Standalone Financial Statements)
(1)
(2)
Total
CFO (3)
0.06
0.08
0.55
0.76
1.74
2.35
0.84
0.23
0.37
21.71
23.02
1.87
3.61
23.81
27.00
Sustainable practices have always been an integral part of our larger business strategy. Corporate Social Responsibility (CSR) is a large part of
our overall sustainability policy, encompassing social, economic and environmental actions. While philanthropy is one aspect of it, we also lend
our support to building institutions, and supporting the preservation of our depleting natural resources by finding new technology that can offer
safeguards against the global risks of climate change.
Infosys Foundation (the Foundation), our primary corporate social responsibility trust, was established in 1996 with a vision to boosting
our initiatives. This was long before the Companies Act, 2013 mandated that a company should function through a registered trust or society
for any CSR activities to be undertaken by it. The Foundation publishes a report of its yearly activities. The report, and more details on the
Foundations work, are available on http://www.infosys.com/infosys-foundation.
CSR committee
The corporate social responsibility committee (the CSR committee) of the Board is responsible for overseeing the execution of the Companys
CSR policy, and ensuring that the CSR objectives of the Company are met. The CSR committee comprises two independent directors and the
CEOandMD. The members of the CSR committee are:
R. Seshasayee, Chairperson
Kiran Mazumdar-Shaw
Dr. Vishal Sikka
Our objectives
Our broad objectives as stated in our CSR policy include:
Making a positive impact on society through economic development and reduction of our resource footprint.
Taking responsibility for the actions of the Company while also encouraging a positive impact through supporting causes concerning the
environment, communities and our stakeholders.
For more details on our CSRpolicy, visit http://www.infosys.com/investors/corporate-governance/Documents/corporate-social-responsibility-policy.pdf.
Focus areas
The Foundations activities are focused on the following areas:
Healthcare: Since 1996, the Foundation has funded an array of healthcare projects that have benefitted people in rural as well as urban areas
across India. Support provided by the Foundation has helped hospitals and healthcare NGOs procure medicines, medical equipment and
vehicles; construct rest houses and specialized treatment blocks; and organize screening camps and health camps, among other things.
Eradication of hunger and promotion of education: Over the years, grants from the Foundation have helped institutions provide midday meals
and scholarships to students, train teachers, develop infrastructure such as libraries, hostels and laboratories and institute chairs in an effort
to make learning and research viable and competitive.
Art and culture: With an eye to promoting indigenous art and preserving the rich cultural heritage of India, the Foundation, in collaboration
with partner organizations, has supported artists writers, poets, painters, musicians, dancers and theatre artists by providing funds and
opportunities to showcase their art in India and abroad.
Destitute care: The Foundation partners with non-governmental organizations (NGOs) to reach out to destitute children and women by
providing vocational training so that they are empowered to earn a livelihood.
Rural development, rehabilitation and disaster relief: Focusing on projects that are aimed at community development, the Foundation works
with local administrations across the country in areas such as sanitation, vocational training and entrepreneurship. It also funds infrastructural
development projects apart from supporting the rehabilitation of victims of natural and national calamities.
Environmental sustainability: Securing sustainable development and environmental protection though usage of renewable sources of energy,
water conservation, waste management and protection of flora and fauna.
Financial details
Section 135 of the Companies Act, 2013 and Rules made under it prescribe that every company having a net worth of `500 crore or more,
orturnover of `1,000 crore or more or a net profit of `5 crore or more during any financial year shall ensure that the company spends,
inevery financial year, at least 2% of the average net profits made during the three immediately preceding financial years, in pursuance of its
Corporate Social Responsibility (CSR) Policy. The provisions pertaining to CSR as prescribed under the Companies Act, 2013 are applicable to
InfosysLimited.
As per Section 135 of the Companies Act, 2013, the Company was required to spend `256.01 crore towards CSR activities out of which
`202.30crore was utilized on activities specified in Schedule VII of the Companies Act, 2013. A few of the projects undertaken are multiyear
projects. In addition, as part of its ongoing CSR programs, the Company has spent `10 crore on Chennai flood relief and rehabilitation activities
and `76 crore on multiple CSR initiatives including, environment sustainability and conservation of natural resources aimed at long-term
sustainability of ecosystem which were not covered under Schedule VII of the Companies Act. 2013. The details are provided in the tables below.
The financial details as sought by the Companies Act, 2013 for fiscal 2016 are as follows:
in ` crore
Particulars
Average net profit of the Company for last three financial years
Prescribed CSR expenditure
(2% of the average net profit as computed above)
Details of CSR expenditure during the financial year
Total amount to be spent for the financial year
Amount spent
Amount unspent (Refer to the paragraph above for details)
12,800
256.01
202.30
53.71
The Infosys Foundation primarily works with non-governmental organizations as nodal agency for implementing projects. The major projects
and heads under which the outlay amount was spent in fiscal 2016 are as follows:
in ` crore
CSR project/
activity/
beneficiary
Ramakrishna
Mission
Ramakrishna
Mission
Rehabilitation
during floods
Promoting healthcare
including preventive
healthcare
Rural development Rural development
projects
Healthcare and
Promoting healthcare
medical facilities
including preventive
healthcare
Destitute care and Eradicating hunger,
rehabilitation
poverty and malnutrition
Destitute care and Disaster relief
rehabilitation
Akshaya Patra
Foundation
Malnutrition and
Eradicating hunger,
hunger eradication poverty and malnutrition
Swachh Bharat
Hud Hud
Cyclonerelief
Asia Heart
Foundation
Ramakrishna
Mission Ashrama
Ramakrishna
Sharadashrama
Healthcare and
medical facilities
Location of the
project / program
Aalo
Amount
outlay
(Budget)
15.00
15.00
Itanagar
4.25
4.25
Narainpur
2.00
2.00
Ponnampet,
Coorg
1.00
1.00
Belur
1.00
1.00
12.10
12.10
15.00 Infosys
Foundation
and Infosys
Limited
4.25 Infosys Limited
2.00 Infosys
Foundation
1.00 Infosys
Foundation
1.00 Infosys
Foundation
12.10 Infosys Limited
Velachery,
Medavakkam,
Okkiyam,
Thoraipakkam,
Tambaram,
Chidambaram
and Cuddalore
Jaipur,
Bangalore,
Mysore,
Jodhpur,
Hyderabad,
Salem
Bhubaneshwar
15.64
15.64
15.64 Infosys
Foundation
and Infosys
Limited
12.77
12.77
Visakhapatnam
12.35
12.35
Healthcare and
medical facilities
Bangalore
8.00
8.00
12.77 Infosys
Foundation
and Infosys
Limited
12.35 Infosys
Foundation
and Infosys
Limited
8.00 Infosys
Foundation
Promoting healthcare
including preventive
healthcare
CSR project/
activity/
beneficiary
Location of the
project / program
Indraprastha
International
Institute for
Technology
Agastya
International
Foundation
Vivekananda
Rock Memorial
Improving quality
of education
Promoting education,
enhancing vocational
skills
Delhi
8.00
8.00
Improving quality
of education
Promoting education,
enhancing vocational
skills
Promoting education,
enhancing vocational
skills
Maharashtra,
Odisha
6.00
6.00
Sher, Karsang,
Jairampur,
Roing, Balijan,
Oyan, Seijosa,
Majuli, Sadiya
Delhi
6.00
6.00
5.00
5.00
5.00 Infosys
Foundation
Odisha, Kerala,
Telangana,
Andhra Pradesh,
Gujarat,
Rajasthan,
Maharashtra
Bangalore
5.00
5.00
5.00 Infosys
Foundation
5.00
5.00
Allahabad
5.00
5.00
Ahmedabad
5.00
5.00
5.00 Infosys
Foundation
Mumbai
5.10
5.10
Mumbai
5.00
5.00
5.00 Infosys
Foundation
Bangalore
5.00
5.00
Paranur Village,
Veerapuram
Bangalore
4.00
4.00
3.46
3.46
3.46 Infosys
Foundation
Bangalore
2.90
2.90
Pune
2.50
2.50
2.50 Infosys
Foundation
Chennai
2.00
2.00
Bangalore
1.59
1.59
1.59 Infosys
Foundation
Improving quality
of education
Promoting healthcare
including preventive
healthcare
Promotion of Art and
culture
Healthcare and
medical facilities
Promoting healthcare
including preventive
healthcare
Foundation for
Revitalization
of Local Health
Traditions
Harish-Chandra
Research Institute
Improving quality
of education
Promoting education,
enhancing vocational
skills
Indian Institute of Improving quality Promoting education,
Management
of education
enhancing vocational
skills
Tata Institute of
Improving quality Promoting education,
Fundamental
of education
enhancing vocational
Research
skills
Tata Memorial
Healthcare and
Promoting healthcare
Centre
medical facilities
including preventive
healthcare
Teach to Lead
Improving quality Promoting education,
of education
enhancing vocational
skills
Construction of
Rural development Rural development
Railway Platform
projects
Sankara Eye
Healthcare and
Promoting healthcare
Hospital
medical facilities
including preventive
healthcare
Karnataka
Healthcare and
Promoting healthcare
Chinmaya Seva
medical facilities
including preventive
Trust
healthcare
Bharatiya Jain
Improving quality Promoting education,
Sanghatana
of education
enhancing vocational
skills
Healthcare and
Promoting healthcare
Sri Dhanvantri
Trust
medical facilities
including preventive
healthcare
Centre for
Healthcare and
Promoting healthcare
Infectious Disease medical facilities
including preventive
Research
healthcare
Amount
outlay
(Budget)
CSR project/
activity/
beneficiary
Ranga Shankara
Biomass Cook
Stove Project
Others
(ii) Overhead
Administrative
Expenses
Office
Total
Overhead
Location of the
project / program
Amount
outlay
(Budget)
Bangalore
1.50
1.50
Kolar
1.35
1.35
Anantapur,
Chittoor,
Adilabad
Pavagada
1.20
1.20
1.20 Infosys
Foundation
1.20
1.20
Bangalore
1.06
1.06
1.06 Infosys
Foundation
Dharwad
1.01
1.01
Chennai
1.00
1.00
1.01 Infosys
Foundation
1.00 Infosys Limited
Udupi and
Bijapur
1.00
1.00
1.00 Infosys
Foundation
13.40
6.30
8.40
2.46
Ramanagara
22.00
1.58
Maharashtra
12.00
Infosys Limited
Koppal
Rajasthan
Others
17.55
17.55
Bangalore
4.43
4.43
(1)
247.76
(1)
202.30
1.50 Infosys
Foundation
1.35 Infosys Limited
17.55 Infosys
Foundation
and Infosys
Limited
4.43 Infosys
Foundation
and Infosys
Limited
(1)
202.30
Note: A few of the projects undertaken in the table above are multi-year projects.
(1) Amount does not include `10 crore contributed towards Chennai relief and `76 crore on multiple CSR initiatives including environmental sustainability and conservation of natural
resources aimed at long-term sustainability of the ecosystem.
Bangalore
April15, 2016
R. Seshasayee
Dr.Vishal Sikka
Conservation of resources
Doing more with less Infosys believes in conservation of energy
and resources to help create a better tomorrow. With our smart
building automation, highly-efficient building designs, deep green
retrofits and renewable energy, we are well on the path to achieving
carbon neutrality. Our Central Command Centre in Bangalore now
manages about 45 million sq. ft. of built-up area. TheMysore campus
is a shining example of sustainable development through resource
conservation and is a model smart city. Use of innovative water-efficient
technologies, 100% recycling and reuse of wastewater, and setting up
of recharge wells and lakes for groundwater recharge have helped us
achieve significant water savings. Persistent efforts in managing our
waste effectively and scientifically is getting us close to our goal of
minimizing waste-to-landfills.
Renewable energy
In fiscal 2016, we installed solar power plants of 9.7 MW in different
campuses in India, taking our total installed capacity to about 12 MW
of solar power. One of our greatest achievements this year has been the
addition of enough solar power generating capacity in our Hyderabad
SEZ campus to make it 100% captive RE.
Green buildings
This fiscal, we were awarded the LEED India Platinum rating for two of
our buildings in Pune and Bangalore, and Green Rating for Integrated
Habitat Assessment (GRIHA) for our building in Hyderabad. Wenow
have 14 LEED Platinum-rated buildings and four buildings with
GRIHA five-star rating.
Retrofits
The deep green retrofits in air-conditioning and UPS systems have
helped us achieve 16 MW and 12 MW reductions, respectively
in connected load in the last five years. In fiscal 2016 alone,
airconditioning retrofits have led to about 2.5 MW reduction in
connected load.
Carbon neutrality
Following our commitment to become carbon neutral, we have started
three carbon offset projects a household biogas project and two
biomass cook stove projects which will together generate nearly 30%
of our carbon offset requirement in 2017-18.
Water management
All our new buildings are designed with the most optimal standard
of fresh water requirement, that is, 16 liters per capita per day, which
is nearly 65% lower than the standard prescribed in the National
Building Code. Our extensive smart water metering program has
helped us plug leakages and save significant quantities of water. With
persistent efforts to conserve rainwater, we have 149 recharge wells
and 25 lakes recharging groundwater across campuses.
Waste management
We have strived to ensure reuse, recycling and responsible disposal of
waste. This year, we installed biogas plants with a cumulative capacity
of nearly 5.5 tons per day (TPD) in different campuses to convert food
waste into biogas. The biogas generated is used in our food court
kitchens. This will help us save about 300 kg of cooking gas (LPG)
per day.
Biodiversity
We make every effort to conserve and promote biodiversity at all our
owned facilities. We planted over 80,000 saplings this year. Thetotal
Technology absorption
Transforming digital business engine of Infosys IT
The Infosys digital business engine comprises over 250 closely
integrated applications centrally hosted in multiple data centers with
more than 2,000 physical and virtual servers, over four petabytes
of storage, over 125 million files, and heterogeneous technology
platforms.
As part of our Renew and New strategy, we are transforming our digital
business engine by deploying the following initiatives:
Next-generation flash storage: We deployed next-generation flash
storage with inline compression capability in production database
clusters resulting in TCO reduction by enabling 4x capacity within
existing rack space and over 75% savings on power and cooling
requirements per TB of storage volume.
Global Active Device (GAD): We deployed Hitachi GAD in the
production database cluster. This has helped us reduce provisioning
and configuration complexity of the cluster, and enhanced our data
center-level disaster recovery solution.
Work from home: As per the earlier policy, only Infoscions who had
an office laptop with a Secure ID or a Digipass reader could work from
home. In circumstances like natural calamities, catastrophes like the
Chennai floods or during political unrest / strikes, those Infoscions
who had no way of connecting to their office desktops were forced
to take leave.
Our mission was to enable Work from home for all. Conventional
solutions like VDI required significant investments and complex
change management across 1,00,000+ end points. We designed an
innovative, secure and intuitive solution with a one-time investment
of just US$3 per user that enables 68,000+ Infoscions who only
have official desktop to remotely connect from home through their
personal devices. We published virtual application (MSTSC or Remote
Desktop Connection) through our existing Citrix XenApp farm. Also,
conventional RSA and Smart Card solutions were becoming costlier
and cumbersome. After evaluating various OTPbased solutions,
we found Azure Multi Factor Authentication (MFA) as the most
viableone.
IT-run book automation: The growing demands of business and the
ever-increasing number of applications resulted in rapid growth of
the back-end infrastructure. Significant effort was needed to manage
security patches and passwords for over 2,000 service accounts and to
Annexures to the Boards report | 59
IT infrastructure
Energy-efficient IT infrastructure
We have adopted a multi-pronged strategy to make our IT infrastructure
more energy-efficient. Some of the measures implemented are:
Desktop power management: Terminator, our end-point power
management tool, shuts down computers after a specified idle period.
Paperless office drive: Several measures were taken, including secure
PIN-based printing, awareness campaigns, mailers and linking paper
consumption data to the users carbon footprint record.
2016
384
31
415
0.8
Revenue expenditure
Capital expenditure
Total
R&D expenditure / revenue (%)
2015
590
15
605
1.3
in ` crore
Earnings
Expenditure
Net foreign exchange earnings (NFE)
NFE / earnings (%)
2016
52,866
26,529
26,337
49.8
2015
46,158
22,045
24,113
52.2
Bangalore
April15, 2016
60 | Annexures to the Boards report
R. Seshasayee
Dr.Vishal Sikka
Chairman
The rapid pace at which technology is changing and the need for
highly-skilled professionals in both the renewed and new technology
areas are driving businesses to rely on third parties to realize their
IT transformation. Several technology solution and service providers
have emerged over the years, offering different models for clients to
consume their solution and service offerings:
Technology consulting companies who take on niche and time
bound projects for their clients
Global IT outsourcing companies who leverage global talent pools
to systematically optimize the IT operations of clients
Business process outsourcing firms who leverage global talent
pools to manage the outsourced core business processes of
theirclients
Software firms who provide licensed software that enable the
automation of business processes
Specialty platform and Software-As-A-Service companies who
provide utility-based models for clients to consume software features
Data analytics companies who specialize in designing, analyzing
and reporting insights from the vast amount of data that corporations
are collecting about their customers, operations and markets
Internal IT departments of the companies themselves usually cost
centers for the corporations
There is an increasing need for highly-skilled technology professionals
in the markets in which we operate and in the industries to which
we provide services. At the same time, companies are reluctant to
expand their internal IT departments and increase costs. These factors
have increased the reliance of companies on their outsourcing service
providers and are expected to continue to drive future growth for
outsourcing services. We believe that because the effective use of
offshore technology services offers lower total costs of ownership
of IT infrastructure, lower labor costs, improved quality and
innovation and faster delivery of technology solutions, companies are
increasingly turning to offshore technology service providers. The key
factors contributing to the growth of IT and IT-enabled services in
India include high-quality delivery, significant cost benefits and the
availability of a large and growing skilled and English-speaking IT
professionals. Our proven Global Delivery Model, our comprehensive
end-to-end solutions, our commitment to superior quality and process
execution, our long-standing client relationships, and our ability to
scale and to service clients across industries make us one of the leading
offshore service providers in India.
II Financial condition
Sources of funds
1. Share capital
We have only one class of shares equity shares of par value
`5each. Our authorized share capital has increased to `1200 crore
from `600crore, divided into 240 crore equity shares of `5 each.
Theissued, subscribed and paid-up capital stood at `1,148 crore as
at March 31, 2016 compared to `574 crore as at March31, 2015.
Managements discussion and analysis | 61
General reserve
An amount of `1,579 crore representing 10% of the standalone net
profit for the year ended March31, 2016 (previous year `1,217crore)
was transferred to the general reserve from the Surplus on account
of declaration of dividend. On a standalone basis, the balance as at
March31, 2016 amounted to `11,087 crore (previous year `9,508
crore). On a consolidated basis, the balance as at March31, 2016
amounted to `12,084 crore (previous year `10,505crore).
Surplus
On a standalone basis, the balance retained in the Surplus as at
March31, 2016 is `42,655 crore, after providing the interim and final
dividend for the year of `2,297 crore and `3,273 crore respectively,
and dividend tax of `1,134 crore thereon. The total amount of profits
appropriated to dividend including dividend tax was `6,704 crore,
ascompared to `6,145 crore in the previous year.
On a consolidated basis, the balance retained in the Surplus as at
March 31, 2016 is `41,905 crore.
Shareholders funds
On a standalone basis, the total shareholders funds increased
to `57,157 crore as at March 31, 2016 from `48,068 crore as at
March31, 2015.
The book value per share increased to `248.84 as at March31,2016,
compared to `209.27 (adjusted for bonus issue) as at March31,2015.
On a consolidated basis, the total shareholders funds increased
to `57,826 crore as at March 31, 2016 from `50,736 crore as at
March31, 2015.
The book value per share increased to `253.00 as at March31,2016
compared to `221.98 (adjusted for bonus issue) as at March31,2015.
Application of funds
3. Fixed assets
Additions to gross block standalone
During the year, we capitalized `2,163 crore to our gross block
comprising `945 crore for investment in computer equipment, `5crore
on vehicles and the balance of `1,213 crore on infrastructure. Our
infrastructure investments comprised `58 crore to acquire 10.83acres
of land in Bangalore, `440 crore on buildings, `319crore on plant
and machinery, `155 crore on office equipment and `241crore on
furniture and fixtures.
During the previous year, we capitalized `2,540 crore to our gross
block comprising `694 crore for investment in computer equipment,
`3crore on vehicles and the balance of `1,843 crore on infrastructure.
Our infrastructure investments comprised `420 crore to acquire
109.1 acres of land in Bangalore, Delhi NCR, Mysore, Pune and
Mohali, `855 crore on buildings, `274 crore on plant and machinery,
`134 crore on office equipment and `160 crore on furniture and
fixtures.
In foreign currency
in ` crore
258
3,399
USD 91 million
USD 38 million
578
249
`850 crore in shares and `2,549 crore unsecured, redeemable, non-convertible debentures
of `100 each fully-paid-up.
(2)
Excluding contingent consideration
(1)
Standalone
2016
2015
405
433
in ` crore
Consolidated
2016
2015
533
536
6. Trade receivables
On a standalone basis, the trade receivables amounted to `9,798crore
(net of provision for doubtful debts amounting to `249 crore) as at
March 31, 2016, compared to `8,627 crore (net of provision for
doubtful debts amounting to `322 crore) as at March31, 2015. These
debts are considered good and realizable. Debtors are at 18.2% of
revenues for each of the years ended March31, 2016 and March31,
2015, representing a Days Sales Outstanding of 66 days, compared to
67 days in the previous year.
On a consolidated basis, trade receivables amounted to `11,330crore
(net of provision for doubtful debts amounting to `289 crore) as at
March 31, 2016, compared to `9,713 crore (net of provision for
doubtful debts amounting to `366 crore) as at March 31, 2015.
Thesedebts are considered good and realizable. Debtors are at 18.1%
of revenues for the year ended March31, 2016, compared to 18.2% as
at March31, 2015, representing a Days Sales Outstanding of 66days,
same as in the previous year.
On a standalone basis, out of the total trade receivables, 72% and
73.7% were not due as at March 31, 2016 and March 31, 2015,
respectively. On a consolidated basis, out of the total trade receivables,
73.6% and 75.5% were not due as at March31, 2016 and March31,
2015, respectively. The age profile of debtors (net of provision) that
are due, is as follows:
in %
Days
0-30
31-60
61-90
Above 90
Standalone
2016
2015
67.3
62.9
18.1
17.8
8.5
6.0
6.1
13.3
100.0
100.0
Consolidated
2016
2015
69.4
69.0
15.7
14.5
10.2
3.7
4.7
12.8
100.0
100.0
Opening balance
Add: Amount provided
Less: Amount written off
Translation difference
Closing balance
Standalone
2016
2015
322
196
(48)
142
(31)
(12)
6
(4)
249
322
Consolidated
2016
2015
366
214
(52)
171
(33)
(12)
8
(7)
289
366
The reversal of provision during the year ended March 31, 2016 was
due to collection of receivables which were earlier provided for.
The unbilled revenues as at March31, 2016 and March31, 2015,
amounted to `2,673 crore and `2,423crore,respectively.
The unbilled revenues as at March31, 2016 and March31, 2015,
amounted to `3,029 crore and `2,845 crore, respectively.
Prepaid expenses
Capital advances
Advance income tax
(net of provisions)
Loans and advances to
employees
Security deposits
Rental deposits
Restricted deposits
Deferred contract cost
Advance to gratuity trust
Total
Standalone
2016
2015
87
7
333
316
Consolidated
2016
2015
87
7
933
664
5,020
3,941
5,230
4,089
5
73
119
333
2
5,972
4
65
45
26
4,404
25
78
146
62
333
4
6,898
31
68
47
58
27
4,991
Loans to subsidiaries
Prepaid expenses
Deferred contract cost
Interest accrued but
notdue
Advance paid for supply of
goods and services
Withholding and other
taxes receivable
Unbilled revenues
Loans and advances to
employees
Security deposits
Rental deposits
Restricted deposits
Mark-to-market gain
on forward and options
contracts
Others
Total
Standalone
2016
2015
91
24
209
71
48
Consolidated
2016
2015
201
98
48
696
433
762
444
58
60
110
79
1,650
2,673
1,253
2,423
1,799
3,029
1,364
2,845
264
1
2
1,154
201
1
6
1,039
303
7
13
1,238
222
4
24
1,100
109
166
7,121
94
49
5,654
116
25
7,651
101
9
6,290
9. Liabilities
Long-term liabilities
in ` crore
Standalone
2016
2015
Gratuity obligations
unamortized amount
Rental deposit received
from subsidiaries
Consolidated
2016
2015
27
27
Standalone
2016
2015
Deferred income
government grant on
land-use rights
Accrued salaries and
benefits
Payable for acquisition of
business
Total
Consolidated
2016
2015
47
47
33
46
73
30
46
126
50
Trade payables
Accrued salaries and
benefits
Provision for expenses
Retention monies
Withholding and other
taxes
Gratuity obligations
unamortized amount
Payable for acquisition of
business
Payable by controlled
trusts
Advances received from
clients
Unearned revenue
Unpaid dividend
Deferred income
government grant on
land-use rights
Mark-to-market loss
on forward and option
contracts
Accrued gratuity
Others
Total
Standalone
2016
2015
623
124
Consolidated
2016
2015
386
140
1,764
1,707
58
1,719
1,582
50
2,266
2,189
80
2,106
1,984
53
1,068
733
1,296
904
86
525
86
525
167
177
16
1,025
5
20
831
3
28
1,332
5
27
1,052
3
370
6,728
79
5,670
5
1
141
7,987
3
7
74
7,060
Liabilities for accrued salaries and benefits include the provision for
bonus and incentives payable to the staff. Provision for expenses
represents amounts accrued for other operational expenses. Retention
monies represents monies withheld on contractor payments pending
final acceptance of their work. Withholding and other taxes payable
represent local taxes payable in various countries in which we operate,
and the same will be paid in due course.
Effective July1, 2007, we revised the employee death benefits provided
under the gratuity plan, and included all eligible employees under a
consolidated term insurance cover. Accordingly, the obligations under
the gratuity plan reduced by `37 crore, which is being amortized on
a straight-line basis to the Statement of Profit and Loss over 10years,
representing the average future service period of employees. Anamount
of `4 crore was amortized during the year. The unamortized balance as
at March 31, 2016 was `4 crore, included under long-term liabilities
and current liabilities.
for which related costs and earnings were not yet incurred. Unpaid
dividends represent dividends paid, but not claimed by shareholders,
and are represented by a bank balance of an equivalent amount.
10. Provisions
Short-term provisions
in ` crore
Proposed dividend
Tax on dividend
Income taxes (net of
advance tax and tax
deducted at source)
Compensated absences
Post-sales client support,
warranties and other
provisions
Total
Standalone
2016
2015
3,273
3,388
666
690
Consolidated
2016
2015
3,273
3,388
666
690
3,304
1,130
2,678
907
3,410
1,341
2,818
1,069
436
8,809
382
8,045
512
9,202
478
8,443
53,983
100.0
47,300
100.0
32,255
21,728
59.8
40.2
27,828
19,472
58.8
41.2
2,694
5.0
2,549
5.4
3,271
5,965
6.1
11.1
2,961
5,510
6.3
11.7
15,763
29.2
13,962
29.5
1,115
14,648
3,009
2.1
27.1
5.6
913
13,049
3,337
1.9
27.6
7.1
17,657
32.7
16,386
34.7
3,036
20,693
4,907
15,786
5.6
38.3
9.1
29.2
412
16,798
4,634
12,164
0.9
35.6
9.8
25.8
62,441
100.0
53,319
100.0
37,609
24,832
60.2
39.8
31,834
21,485
59.7
40.3
3,431
5.5
2,946
5.5
4,281
7,712
6.9
12.4
3,668
6,614
6.9
12.4
17,120
27.4
14,871
27.9
1,266
15,854
3,128
18,982
5,301
2.0
25.4
5.0
30.4
8.5
1,017
13,854
3,430
17,284
4,911
1.9
26.0
6.4
32.4
9.2
13,681
21.9
12,373
23.2
(3)
13,678
21.9
(1)
12,372
23.2
1. Income
Of the total revenues for the year ended March 31, 2016, on a
standalone basis, approximately 97.6% were export revenues whereas
2.4% were domestic revenues, as compared to 97.2% being export
revenues and 2.8% domestic revenues during the previous year.
Of the total revenues for the year ended March 31, 2016, on a
consolidated basis, approximately 97.4% were export revenues
whereas 2.6% were domestic revenues, as compared to 97.6% being
export revenues and 2.4% domestic revenues during the previous year.
Our revenues are generated primarily on fixed-price or fixedtimeframe
or time-and-material basis. Revenues from software services on
fixedprice and fixed-timeframe contracts are recognized as per the
percentage-of-completion method. On time-and-material contracts,
Standalone
2016
2015
52.7
50.4
47.3
49.6
100.0
100.0
Onsite
Offshore
Total
Consolidated
2016
2015
53.2
51.2
46.8
48.8
100.0
100.0
Standalone
2016
2015
26.6
25.5
73.4
74.5
100.0
100.0
Onsite
Offshore
Total
Consolidated
2016
2015
24.7
24.1
75.3
75.9
100.0
100.0
Standalone
2016
2015
Income
Software services
Software products
Total
53,334
649
53,983
45,658
1,642
47,300
Consolidated
2016
2015
60,528
1,913
62,441
51,666
1,653
53,319
Refer to the Segmental profitability section in this report for more details
on the analysis of segment revenues.
2. Expenditure
Software development expenses standalone
in ` crore
Revenues
Software development expenses
Salaries and bonus
Technical sub-contractors
Overseas travel expenses
Cost of software packages
Third-party items bought for service delivery to clients
Communication expenses
Rent
Post-sales customer support and warranties
Deferred consideration
Others
Total
2016
53,983
%
100
2015
47,300
25,131
4,416
1,207
651
386
97
92
18
110
147
32,255
46.6
8.2
2.2
1.2
0.7
0.2
0.2
0.2
0.3
59.8
22,281
2,909
995
797
182
137
86
17
219
205
27,828
% Growth %
100.0
14.1
47.1
6.1
2.1
1.7
0.4
0.3
0.2
0.5
0.4
58.8
12.8
51.8
21.3
(18.3)
112.1
(29.2)
7.0
5.9
(49.8)
(28.3)
15.9
Revenues
Software development expenses
Salaries and bonus
Technical sub-contractors
Overseas travel expenses
Cost of software packages
Third-party items bought for service delivery to clients
Communication expenses
Rent
Post-sales customer support and warranties
Deferred consideration
Others
Total
On a standalone basis, software development expenses were 59.8%
of revenues, compared to 58.8% during the previous year. On a
consolidated basis, software development expenses were 60.2% of
revenues, compared to 59.7% during the previous year. The increase
in software development expenses from fiscal 2015 to fiscal 2016
was primarily due to increase in cost of efforts (comprising employee
cost and cost of technical sub-contractors). The cost of efforts has
increased as a percentage of revenue from 53.5% in fiscal 2015 to
54.4% in fiscal 2016. The increase in cost of efforts is due to an
increased engagement of technical sub-contractors to meet certain
skill requirements in complex projects which has been partially offset
by a decrease in employee cost as a percentage of revenue. Employee
costs relate to salaries paid to employees in India and overseas and
include staff welfare expenses. The increase in salaries and bonus
is primarily due to increased compensation in the last 12months,
promotions and an increase in the number of employees, partially
offset by the rolemix changes and currency impact. Theutilization
rates of billable IT service professionals for the years ended March31,
2016 and March31, 2015 are as follows:
in %
Including trainees
Excluding trainees
Standalone
2016
2015
75.0
74.5
80.8
81.0
Consolidated
2016
2015
75.0
74.6
80.6
80.9
2016
62,441
%
100.0
2015
53,319
30,414
3,530
1,593
726
534
179
242
8
110
273
37,609
48.7
5.7
2.5
1.1
0.9
0.3
0.4
0.2
0.4
60.2
26,349
2,170
1,295
855
189
206
215
39
219
297
31,834
% Growth %
100.0
17.1
49.4
4.1
2.4
1.6
0.4
0.4
0.4
0.1
0.4
0.5
59.7
15.4
62.7
23.0
(15.1)
182.5
(13.1)
12.6
(79.5)
(49.8)
(8.1)
18.1
Gross profit
On a standalone basis, the gross profit during the year was
` 21,728 crore representing 40.2% of revenues, compared to
`19,472crore representing 41.2% of revenues in the previous year.
On a consolidated basis, the gross profit during the year was
` 24,832 crore representing 39.8% of revenues, compared to
`21,485crore representing 40.3% of revenues in the previous year.
3. Operating profits
On a standalone basis, we earned an operating profit (PBITDA) of
`15,763 crore, representing 29.2% of total revenues, compared to
`13,962 crore, representing 29.5% of total revenues, during the
previous year.
On a consolidated basis, we earned an operating profit (PBITDA)
of `17,120 crore, representing 27.4% of total revenues, compared
to `14,871 crore, representing 27.9% of total revenues, during the
previous year.
March31, 2016 and loss of `34 crore for the year ended March31,
2015, and forward / option contracts gain of `29 crore and `514 crore
for the years ended March31, 2016 and March31, 2015, respectively.
The interest income for fiscal 2016 has declined as compared to fiscal
2015 primarily due to the softening interest rate environment in India.
The composition of currency-wise revenues for the years ended
March31, 2016 and March31, 2015 is as follows:
in %
Currency
U.S. Dollar (USD)
U.K. Pound Sterling (GBP)
Euro (EUR)
Australian Dollar (AUD)
Others
Total
Standalone
2016
2015
73.0
71.8
6.9
6.0
8.4
8.8
7.2
7.8
4.5
5.6
100.0
100.0
Consolidated
2016
2015
69.9
68.9
6.6
5.9
9.3
10.2
6.9
7.6
7.3
7.4
100.0
100.0
8. Exceptional items
FSI
Segmental revenues
2016
2015
Growth %
Segmental operating income
2016
2015
Growth %
Segmental operating profit (%)
2016
2015
Financial Services and Insurance
Manufacturing and Hi-tech
(1)
MFG &
HITECH (2)
17,791
16,175
10.0
12,087
10,230
18.2
10,997
9,756
12.7
5,068
4,905
3.3
3,424
2,798
22.4
28.5
30.3
28.3
27.4
(1)
(3)
(2)
(4)
(5)
ECS
Total
9,501
8,369
13.5
3,607
2,770
30.2
53,983
47,300
14.1
3,425
2,920
17.4
2,835
2,620
8.2
1,011
723
39.7
15,763
13,966
12.9
31.1
29.9
29.8
31.3
28.0
26.1
29.2
29.5
(3)
RCL
(4)
LSH
(5)
Segmental revenues
2016
2015
Growth %
Segmental operating income
2016
2015
Growth %
Segmental operating profit (%)
2016
2015
North America
Europe
India
Rest of the
World
Total
35,638
30,273
17.7
11,775
10,300
14.3
1,274
1,307
(2.5)
5,296
5,420
(2.3)
53,983
47,300
14.1
10,119
8,842
14.4
3,445
2,929
17.6
452
378
19.6
1,747
1,817
(3.8)
15,763
13,966
12.9
28.4
29.2
29.3
28.4
35.5
28.9
33.0
33.5
29.2
29.5
FSI
Segmental revenues
2016
2015
Growth %
Segmental operating income
2016
2015
Growth %
Segmental operating profit (%)
2016
2015
Financial Services and Insurance
Manufacturing and Hi-tech
(1)
MFG and
Hitech (2)
20,624
17,721
16.4
14,559
12,470
16.8
12,031
10,562
13.9
5,757
5,190
10.9
3,635
3,095
17.5
27.9
29.3
25.0
24.8
(1)
(3)
(2)
(4)
(5)
ECS
Total
10,421
8,966
16.2
4,806
3,600
33.5
62,441
53,319
17.1
3,481
2,973
17.1
2,847
2,689
5.9
1,400
928
50.8
17,120
14,875
15.1
28.9
28.1
27.3
30.0
29.1
25.8
27.4
27.9
(3)
RCL
(4)
LSH
(5)
North America
Europe
India
Rest of the
World
Total
39,139
32,794
19.4
14,373
12,829
12.0
1,623
1,284
26.4
7,306
6,412
13.9
62,441
53,319
17.1
10,262
9,126
12.4
3,923
3,449
13.8
574
312
84.2
2,361
1,988
18.8
17,120
14,875
15.1
26.2
27.8
27.3
26.9
35.4
24.3
32.3
31.0
27.4
27.9
Segmental revenues
2016
2015
Growth %
Segmental operating income
2016
2015
Growth %
Segmental operating profit (%)
2016
2015
12. Liquidity
Our growth has been financed largely through cash generated from
operations. On a standalone basis, the net cash generated from our
operations was `9,399 crore and `7,955 crore for the years ended
March31, 2016 and March31, 2015, respectively. Net cash used in
investing activities was `1,028 crore for the year ended March31,
2016, while net cash generated was `665 crore for the year ended
March31, 2015. Net cash used in financing activities was `6,908 crore
and `4,961 crore for the years ended March31, 2016 and March31,
2015, respectively.
On a consolidated basis, the net cash generated from our operations
was `9,863 crore and `8,353 crore for the years ended March31,
2016 and March31, 2015, respectively. Net cash used in investing
activities was `686 crore for the year ended March31, 2016, while
net cash generated was `1,088 crore for the year ended March31,
2015. Net cash used in financing activities was `6,813 crore and
`4,935 crore for the years ended March 31, 2016 and March 31,
2015, respectively.
Our strategy
Our strategic objective is to build a sustainable organization that
remains relevant to the agenda of our clients, while generating
profitable growth for our investors. In order to do this, we will apply
the priorities of renew and new to our own business and cascade it
to everything we do.
These translate to the following strategic focus areas:
Build expansive, lasting relationships with our clients by delivering
differentiated market offerings: Our strategy is to engage with clients
on their large transformative programs, both in traditional IT areas
as well as for their new digital business initiatives. We expand
existing client relationships by providing them with a broad set of
endtoend service offerings and increase the size, nature and number
of projects we do with them. Our specific industry, domain, process,
and technology expertise allows us to enable clients transform their
businesses with innovative strategies and solutions. Through our
transformation offering, which we call Aikid, we help our clients
address key aspects of their business Our Ai offering, a result of our
investments in building intellectual property, helps clients leverage
software-based platforms to dramatically boost productivity and
deliver nextgeneration experiences to their customers. Our Ki
offering captures the knowhow of existing client technology
landscapes, which we then leverage for process improvements and
transformation. With our D offering, which incorporates Design
Thinking concepts, we help clients identify and prioritize their most
significant problems and solve them in rapid, iterative and innovative
ways. We offer an end-toend suite of high-quality, highly responsive
and innovation-led services spanning business consulting, IT services,
software platformbased services and business process management.
This enables us to partner with our clients on large, multi-year
engagements.
We also plan to acquire new clients and increase our presence
in new geographies and market segments by investing in targeted
business development and marketing. We will position our brand as
differentiated, global and respected.
Deliver solutions and services leveraging highly cost-effective models:
Our strategy is to leverage software-based automation and our Global
Delivery Model to deliver solutions and services to our clients in the
most cost-effective manner, while at the same time optimizing our cost
structure to remain competitive.
We are embracing artificial intelligence-based automation techniques
and software automation platforms to boost productivity of our
projects. We are leveraging software process engineering and
collaboration technologies to improve process productivity.
Our Global Delivery Model provides scale, quality, expertise and cost
and time-to-market advantages to our client projects. The model
enables us to perform work at the location where the best talent is
available and where it makes the best economic sense with the least
amount of acceptable risk. Over the last 30 years, we have developed
our distributed execution capabilities to deliver high-quality and
Our competition
We experience intense competition in traditional services and see a
rapidly-changing marketplace with new competitors arising in new
technologies who are focused on agility, flexibility and innovation.
We typically compete with other technology services providers in
response to requests for proposals. Clients often cite our industry
expertise, comprehensive end-to-end solutions, ability to scale,
superior quality and process execution, Global Delivery Model,
experienced management team, talented professionals and track
record as reasons for awarding us contracts.
In future, we expect intensified competition. In particular, we expect
increased competition from firms that strengthen their offshore
presence in India or other lowcost locations and firms that offer
technology-based solutions to business problems and from firms
incumbent in market segments that we have recently entered.
We believe that the principal competitive factors in our business are:
the ability to keep pace with ever-changing technology and customer
requirements;
the ability to increase the scale and breadth of service offerings to
provide one-stop solutions for customer needs;
Human capital
Our professionals are our most important assets. We believe that the
quality and level of service that our professionals deliver are among the
highest in the global technology services industry. We are committed
to remaining among the industrys leading employers.
As at March 31, 2016, the Group employed 1,94,044 employees,
of which 1,82,329 were software professionals, including trainees.
During fiscal 2016, we added 17,857 new hires, net of attrition. Our
culture and reputation as a leader in the technology services industry
enables us to recruit and retain some of the best available talent in
India. The key elements that define our culture include recruitment,
training and development, and compensation.
Recruitment
We have built our global talent pool by recruiting new students from
premier universities, colleges and institutes in India, and through the
need-based hiring of project leaders and middle managers. We recruit
students who have consistently shown high levels of achievement from
campuses in India. We, generally, also recruit students from campuses
in the U.S., the U.K., Australia and China. We rely on a rigorous
selection process involving aptitude tests and interviews to identify
the best applicants. This selection process is continually assessed and
refined based on the performance tracking of past recruits.
During fiscal 2016, we received 11,15,745 employment applications,
interviewed 1,21,670 applicants and extended offers of employment
to 55,056 applicants. These statistics do not include our subsidiaries.
Compensation
Our technology professionals receive competitive salaries and benefits.
We have a performance-linked compensation program that links
compensation to individual performance as well as our Companys
performance.
Management as a trustee
Stakeholder relationship
Communicate, externally
and truthfully, about how
the Company is run internally
Transparency
Corporate
Governance
Framework
Ensure transparency
and maintain a
high level of disclosure
Corporate structure
Have a simple and transparent
corporate structure driven
solely by business needs
A. Board composition
Size and composition of the Board
We believe that our Board needs to have an appropriate mix of executive
and independent directors to maintain its independence, and separate
its functions of governance and management. Listing regulations
mandate that for a company with a non-executive chairman, atleast
one-third of the board should be independent directors. On March31,
2016, our Board consists of nine members, two of whom are executive or whole-time directors, while the remaining seven are independent
directors, constituting 78% of the Boards strength more than the requirements of the Companies Act, 2013 and the SEBI Listing Regulations.
Three out of nine Board members or 33% of the Board are women. Five of our Board members (56%) are Indians, while four (44%) are foreign
nationals. The Board periodically evaluates the need for change in its composition and size.
22%
33%
67%
78%
Independent Directors
Men
Women
The average tenure of members on our Board is approximately 3.2 years as of March31, 2016. Theaverage tenure of executive directors
(whole-time directors) is two years and that of independent directors is 3.6 years. In February2016, the Board, after evaluating, proposed the
re-appointment of Prof. JeffreyS.Lehman because his continued service was deemed necessary considering the Companys transition to new
leadership. The Board felt that Prof.Lehmans tenure complements the tenures of the other Board members, and as a director who has seen the
Company under the management of promoters and non-promoters, he bridges the gap between the past and current perspectives.
The average tenure of Board members as on March31, 2016 was as follows:
(1)
2.0
(1)
3.2
Independent Directors
3.6
(1)
Dr. Vishal Sikka .............................. (1.8 years, since June 14, 2014)
U. B. Pravin Rao ............................. (2.2 years, since January 10, 2014)
(1)
The Chairman takes a lead role in managing the Board and facilitating
effective communication among directors. He is responsible for matters
pertaining to governance, including the organization, composition and
effectiveness of the Board and its committees, and the performance of
individual directors in fulfilling their responsibilities. The Chairman
provides independent leadership to the Board, identifies guidelines
for the conduct and performance of directors, and oversees the
management of the Boards administrative activities such as meetings,
schedules, agendas, communication and documentation.
The Chairman actively works with the nomination and remuneration
committee to plan the Board and Board committees composition,
induct directors to the Board, plan for director succession, participate
in the Board effectiveness evaluation process and meet with individual
directors to provide constructive feedback and advice.
The CEO and MD is responsible for corporate strategy, brand equity,
planning, external contacts and all matters related to the management
of the Company. He is also responsible for achieving annual and
longterm business targets.
Strategy retreat
A strategy retreat is conducted for all the Board members every year
and includes participation by senior business executives. Thissession
helps Board members familiarize themselves with the strategy and
business of the Company.
STRAP
Our annual strategy and planning event, STRAP, is usually a two-day
event. Along with the Board members, almost all senior executives
from business and support functions are invited to this event.
AtSTRAP, a detailed view of the strategy is presented by all business
and support units. The objective of STRAP is to communicate the
strategy and make the organization aware about it.
These are the three specific mechanisms through which Board
members are familiarized with the Company culture and operations.
Apart from these, there could be additional meetings or sessions on
demand on specific topics. All directors attend the familiarization
programs as these are scheduled to coincide with the Board meeting
calendar to give them an opportunity to attend.
The details of training programs attended by independent directors during fiscal 2016 are as follows:
in hours
R. Seshasayee
Prof. Jeffrey S. Lehman
Prof. John W. Etchemendy
Kiran Mazumdar-Shaw
Dr. Punita Kumar-Sinha (1)
Ravi Venkatesan
Roopa Kudva
Total hours
For the period January 14, 2016 to March 31, 2016
(1)
1.5
3.5
4
1.5
3.5
4
1.5
Strategy
retreat and
STRAP
Total
Quality
1.5
1.5
1.5
1.5
1.5
1.5
1.5
24
24
24
24
24
24
24
34.5
34.5
34.5
34.5
27.0
34.5
34.5
234.0
Membership term
The Board constantly evaluates the contribution of the members
and periodically shares updates with the shareholders about
reappointments consistent with applicable statutes. The current law
in India mandates the retirement of two-third of the non-independent
directors (who are liable to retire by rotation) every year, and qualifies
the retiring members for re-appointment. Executive directors are
appointed by the shareholders for a maximum period of five years,
but are eligible for re-appointment upon completion of their term.
An independent director shall hold office for a term of up to five
consecutive years on the Board of the Company and will be eligible for
re-appointment on the passing of a special resolution by the Company.
Succession planning
The nomination and remuneration committee works with the Board
on the leadership succession plan, and prepares contingency plans for
succession in case of any exigencies.
Whole-time directors
Dr. Vishal Sikka (1)
U. B. Pravin Rao
Independent directors
R. Seshasayee
Carol M. Browner (3)
Prof. Jeffrey S. Lehman
Prof. John W. Etchemendy
K. V. Kamath (2)
Kiran Mazumdar-Shaw
Dr. Punita Kumar-Sinha (4)
Ravi Venkatesan
Roopa Kudva
Fixed salary
Bonus / Commission
Basic Perquisites /
Retiral Total fixed incentives
salary allowances
benefits
salary
Total
5.96
0.89
2.55
0.33
0.16
6.29
3.60
42.44
5.68
48.73
9.28
1.84
0.68
1.33
1.05
0.39
0.87
0.20
1.04
0.99
1.84
0.68
1.33
1.05
0.39
0.87
0.20
1.04
0.99
Stock
No. of
options /
equity
RSUs shares held
(5)
1,24,061
10,824
5,55,520
248
800
(1)
None of our directors except Dr. Vishal Sikka is eligible for any
severance pay.
Pravin Raos employment agreement provides for a monthly salary,
bonuses, and benefits including vacation, medical reimbursements
and gratuity contributions. The agreement with him has a five-year
term and either party may terminate the agreement with six months
notice or as mutually agreed between the parties. There are no benefits
payable upon termination of this agreement.
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
Limited, arising out of such persons services as our director or officer.
in ` crore
0.50
0.17
0.99
0.20
0.13
0.13
0.07
0.07
0.01
in US $
75,000
25,000
150,000
30,000
20,000
20,000
10,000
10,000
1,000
The composition of the Board, and directorships held, as on March31, 2016 are as follows:
Name of the director
Whole-time directors
Dr. Vishal Sikka
U. B. Pravin Rao
Independent directors
R. Seshasayee
Prof. Jeffrey S. Lehman
Prof. John W. Etchemendy
Kiran Mazumdar-Shaw
Dr. Punita Kumar-Sinha
Ravi Venkatesan
Roopa Kudva
Designation
Age
India-listed
companies (1)
All companies
Committee
Chairperson of
around the memberships (3) committees (3)
world (2)
48
54
67
59
63
63
53
53
52
4
5
1
6
2
1
17
11
3
5
2
1
1
4
2
1
B. Board meetings
Scheduling and selection of agenda items for Board
meetings
The dates of Board meetings for the next fiscal are decided in advance
and published in the Annual Report as part of Shareholder information.
The non-executive chairman of the Board and the Company Secretary
draft the agenda for each meeting, along with explanatory notes, in
consultation with the CEO and MD, and distribute these in advance
to the directors. Every Board member can suggest the inclusion of
additional items in the agenda. The Board meets at least once a quarter
to review the quarterly results and other items on the agenda, and
also on the occasion of the AGM. Additional meetings are held when
necessary. Independent directors are expected to attend at least four
Board meetings in a year. However, with the Board being represented
by independent directors from various parts of the world, it may not
be possible for each one of them to be physically present at all the
meetings. Hence, we use video/ teleconferencing facilities to enable
their participation. Committees of the Board usually meet the day
before the formal Board meeting, or whenever the need arises for
transacting business. Eight Board meetings were held during the year
ended March31, 2016. These were held on April24, 2015, June5,
2015, June22, 2015, July21, 2015, October12, 2015, October19,
2015, January14, 2016 and February24, 2016.
Attendance at
the last AGM held
on June 22, 2015
% of attendance
including audio
conference
R. Seshasayee
75
88
75
75
U. B. Pravin Rao
100
100
33
67
88
100
50
63
100
100
75
75
50
50
Ravi Venkatesan
100
100
Roopa Kudva
88
100
K. V. Kamath (1)
NA
Kiran Mazumdar-Shaw
Dr. Punita Kumar-Sinha (3)
NA
(1)
% of
attendance
Absent
(2)
(3)
C. Board committees
Currently, the Board has six committees: audit committee, corporate
social responsibility (CSR) committee, nomination and remuneration
committee, risk and strategy committee, stakeholders relationship
committee, and finance and investment committee. All committees
except the CSR committee consist entirely of independentdirectors.
Name
Board
Audit
committee
CSR
committee
Nomination and
remuneration
committee
Risk and
strategy
committee
Stakeholders
relationship
committee
Finance and
investment
committee
R. Seshasayee
Dr. Vishal Sikka
U. B. Pravin Rao
Prof. Jeffrey S. Lehman
Prof. John W. Etchemendy
Kiran Mazumdar-Shaw
Dr. Punita Kumar-Sinha
Ravi Venkatesan
Roopa Kudva
Chairperson
Member
1. Audit committee
% of attendance
100
100
R. Seshasayee (2)
100
Ravi Venkatesan
100
K. V. Kamath (3)
100
(1)
(2)
(3)
Sd/-
Bangalore
April 15, 2016
Roopa Kudva
Chairperson
The CSR committee was set up to formulate and monitor the CSR
policy of the Company. The CSR committee adopted a policy that
intends to strive for economic development that positively impacts the
society at large with a minimal resource footprint; and to be responsible
for the Companys actions and encourage a positive impact through its
activities on the environment, communities and stakeholders.
The CSR committee charter and the CSR policy of the Company are
available on our website (http://www.infosys.com/investors/corporategovernance/Pages/policies.aspx).
% of attendance
R. Seshasayee
100
Kiran Mazumdar-Shaw
75
100
K. V. Kamath (1)
100
50
(1)
Absent
Appointed as a member of the committee effective April 24, 2015 and ceased to be a member effective November23, 2015
(2)
The CSR report, as required under the Companies Act, 2013 for
the year ended March 31, 2016 is attached as Annexure 7 to the
Boardsreport.
100
60
Kiran Mazumdar-Shaw
83
R. Seshasayee
100
K. V. Kamath (2)
100
75
(1)
% of attendance
Absent
(2)
(3)
The 2015 Plan provides for grant stock incentives to eligible employees
such as restricted stock units (RSUs) and stock options (together Stock
Incentives). Subject to applicable law and conditions for exercise,
eligible employees are entitled to receive equity shares, American
Depositary Receipts (ADRs) or cash on exercise of the Stock Incentives.
The Stock Incentives vest over a period of four years from the date
of the grant, or such other period as decided by the committee.
The 2015 Plan shall be administered by the committee which is
designated as the Compensation Committee for the administration
and superintendence of the 2015 Plan. Each Stock Incentive shall be
evidenced by an award agreement specifying terms and conditions
including whether the eligible employees will get equity shares of
the Company, ADRs of the Company, or cash on exercise of the Stock
Incentives.
During the year, the committee under the guidance of the Board
also formulated the criteria and framework for the performance
evaluation of every Director on the Board, including the executive and
independent directors and identified ongoing training and education
programs to ensure that the non-executive directors are provided with
adequate information regarding the business, the industry, and their
legal responsibilities and duties.
Sd/Bangalore
April 15, 2016
% of attendance
Ravi Venkatesan
100
100
Kiran Mazumdar-Shaw
100
R. Seshasayee
100
100
100
(1)
(2)
Sd/Bangalore
April 15, 2016
Further, the trend lines of top risks in terms of exposure, risk levels,
potential impact and progress of mitigation plans were reviewed
along with key operational risks. According to the scheduled annual
calendar, the committee reviewed risk management in the areas of
competitive position in key market segments, business momentum
relative to competition, talent supply chain and engagement,
information security, high-risk projects, contracts management and
financial risks. The committee also reviewed and discussed priorities
of risk mitigation. The members of the committee conducted deep dive
exercises in the areas of quality, talent and cyber-security.
Ravi Venkatesan
Chairperson
The committee shared regular updates with the Board regarding all
aspects of risk management. While acknowledging the competitive
and dynamic nature of the business environment, the committee
believes that the Infosys risk framework, along with risk assessment,
monitoring, mitigation and reporting practices, is adequate to
% of attendance
100
100
Ravi Venkatesan
100
R. Seshasayee (2)
100
(1)
(2)
Received Resolved
594
594
Closing
NIL
Considering and approving proposals for acquisitions and
investments up to certain threshold amounts of exposure as
approved by the Board
% of attendance
Roopa Kudva
100
100
Kiran Mazumdar-Shaw
100
Ravi Venkatesan
100
The committee also took stock of its overall effectiveness and updated
the Board on the deliberations and decisions taken during the year.
The committee had direct access to, and open communications with
the senior leaders of the Company. It may also retain independent
consultants on a need basis and determine the suitable compensation
for such consultants.
Sd/Bangalore
April 15, 2016
Roopa Kudva
Chairperson
Risk management
We have an integrated approach to managing risks inherent in various
aspects of our business. The Risk management report forms part of this
Annual Report.
E. Shareholders
Disclosures regarding the appointment or reappointment
of directors
As per the provisions of the Companies Act, 2013, Dr.Vishal Sikka
will retire in the ensuing AGM and being eligible, seek re-appointment.
The Board recommends his re-appointment.
The Companies Act, 2013 provides for the appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
(effective April1, 2014) provides that independent directors shall hold
office for a term of up to five consecutive years on the board of a
company; and shall be eligible for re-appointment on the passing of a
special resolution by the shareholders of the Company. Accordingly,
all independent directors were appointed by the shareholders either
at the general meeting or through postal ballot as required under
Section149(10).
Further, Section 149(11) states that no independent director shall be
eligible to serve on the board for more than two consecutive terms
of five years. Section 149(13) states that the provisions of retirement
by rotation as defined in sub-sections (6) and (7) of Section 152 of
the Act shall not apply to such independent directors. None of the
independent directors will retire at the ensuing AGM.
Details of non-compliance
No penalty has been imposed by any stock exchange, SEBI or SEC,
nor has there been any instance of non-compliance with any legal
requirements, or on matters relating to the capital market over the
last three years.
Code of conduct
In compliance with Regulation 26(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015 and the Companies
Act, 2013, the Company has framed and adopted a Code of Conduct
and Ethics (the Code). The Code is applicable to the members of the
Board, the executive officers and all employees of the Company and
its subsidiaries. The Code is available on our website, www.infosys.com.
All members of the Board, the executive officers and senior financial
officers have affirmed compliance to the Code as on March31, 2016.
A declaration to this effect, signed by the CEO and MD and the CFO,
forms part of the CEO and CFO certification.
Venue
Christ University Auditorium,
Hosur Road, Bangalore, India
Christ University Auditorium,
Hosur Road, Bangalore, India
Christ University Auditorium,
Hosur Road, Bangalore, India
(1)
Postal ballot
During the year, the Company approached the shareholders twice through postal ballots, in April2015 and March2016. A snapshot of the voting
results of the above-mentioned postal ballots is as follows:
Date of Postal Ballot Notice: April 24, 2015
Date of declaration of result: June 4, 2015
Name of the resolution
Increase in authorized share capital
Alteration of Capital Clause of Memorandum
of Association
Approval for the issue of bonus shares
Transfer of business of Finacle to the
Companys subsidiary, EdgeVerve Systems
Limited
Transfer of business of Edge Services to the
Companys subsidiary, EdgeVerve Systems
Limited
No. of votes
No. of votes
Ordinary
80,43,28,358
72,40,12,049
90.01
17,59,832
0.22
Special
Special
80,43,04,819
80,43,53,942
72,39,56,209
72,59,81,795
90.01
90.26
17,65,073
39,327
0.22
Special
80,12,64,425
71,91,16,849
89.75
38,09,305
0.48
Special
80,43,30,233
72,28,20,643
89.87
31,70,965
0.39
No. of votes
polled
No. of votes
polled
No. of votes
No. of votes
Special
1,65,29,05,091 1,28,68,89,953
77.86
36,60,15,138
22.14
Special
1,68,34,47,465 1,28,51,57,246
76.34
39,82,90,219
23.66
Special
1,67,99,54,463 1,42,84,20,139
85.03
25,15,34,324
14.97
Ordinary
1,42,83,80,842 1,31,12,96,516
91.80
11,70,84,326
8.20
Ordinary
1,43,07,68,573 1,41,25,89,586
98.73
1,81,78,987
1.27
The Company successfully completed the process of obtaining approval of its shareholders for special resolutions on the items detailed above
through a postal ballot.
Parameshwar G. Hegde of Hegde & Hegde, Company Secretaries, was appointed as the scrutinizer for carrying out the postal ballot process in
a fair and transparent manner.
A. Overview
Our Enterprise Risk Management (ERM) framework encompasses
practices relating to the identification, analysis, evaluation, treatment,
mitigation and monitoring of the strategic, external and operational
controls risks to achieving our key business objectives. ERM at Infosys
seeks to minimize the adverse impact of these risks, thus enabling the
Company to leverage market opportunities effectively and enhance its
long-term competitive advantage.
Risk categories
Financial
Strategy
Markets and
offerings
Operations
Talent
Sustainability
External
Mitigation and monitoring
Operational controls
Identification, analysis
and evaluation
Treatment
Unit risk
managers
Approving key business objectives to be achieved by the Company. Ensuring that the executive
management focuses on managing risks to key business objectives
Reviewing the performance of the risk and strategy committee
Level
Comprising Chief Executive Officer, Chief Operating Officer and Chief Financial Officer
Oversight of risk management practices, including identification, impact assessment, monitoring,
mitigation, and reporting
Reviewing enterprise risks to the achievement of business objectives periodically, initiating
mitigation actions, identifying owners for mitigation actions, and reviewing progress of mitigation
actions
Formulating and deploying risk management policies and procedures
Providing updates to the risk and strategy committee and the Board from time to time on the
enterprise risks and actions taken
Ensuring units are managed in accordance with the Companys risk management practices
Ensuring compliance with risk management policies and procedures laid out by the Company in
their respective business units
Managing risks concomitant to the business decisions relating to their unit, span of control or area
of operations
Ensuring effectiveness of risk mitigation actions in their units
Reporting risk events and incidents relating to their unit in a timely manner
2. Business objectives
External
3. Risk categories
Operational controls
Strategy
Risks arising out of the choices we have made in defining our strategy
and the risks to the successful execution of these strategies are covered
in this category for example, risks inherent to our industry and
competitiveness are analyzed and mitigated through strategic choices
of target markets, the Companys market offerings, business models
and talent base. Details of the Companys strategy are described in
other sections of this document. Potential risks to the long-term
scalability and sustainability of the organization are also analyzed and
mitigated for example, societal risks relating to the impact of our
strategy on the environment, local communities, and conservation of
essential resources.
We periodically assess risks to the successful execution of our strategy,
such as the effectiveness of strategic programs that are being executed,
the momentum in new initiatives, the impact of strategy on financial
performance, leveraging of inorganic strategies, effectiveness of
organization structure and processes, retention and development of
high-performing talent and leadership.
client project execution and client account level risks are reported and
discussed at appropriate levels within the Company. Periodic updates
are provided to the Board highlighting key risks, their impact and
mitigation actions. Key risk factors are disclosed in regulatory filings.
Risk treatment
During the last fiscal, our risk management practices were primarily
focused on the effectiveness of strategic programs in improving
our competitive position and differentiation in market segments,
themomentum of new initiatives to achieve our long-term business
aspirations, our preparedness to address any incidents that may cause
business disruptions to our physical and technological infrastructure,
strengthening internal controls to detect fraudulent activity, leadership
development and monitoring possible impact of changes in our
regulatory environment.
Bangalore
April 15, 2016
Dr.VishalSikka
M. D. Ranganath
Auditors Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. Theprocedures
selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of
the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by theCompanys
Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give
the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.
2.
As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central Government of India in terms of
subsection(11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of
theorder.
As required by Section 143 (3) of the Act, we report that:
a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination
of those books;
c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the
books of account;
d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;
f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate report in Annexure B; and
g. with respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer to Note 2.20
to the financial statements;
ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, ifany,
on long-term contracts including derivative contracts Refer to Note 2.7 to the financial statements;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
theCompany.
for B S R & Co. LLP
Chartered Accountants
Bangalore
15 April, 2016
Supreet Sachdev
Partner
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner
over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material
discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to
the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title
deeds of immovable properties are held in the name of the Company.
(ii)
The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories.
Thus,paragraph 3(ii) of the Order is not applicable to the Company.
(iii)
The Company has granted loans to five bodies corporate covered in the register maintained under Section 189 of the Companies Act,
2013 (the Act).
(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed
in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.
(b) In the case of the loans granted to the bodies corporate listed in the register maintained under Section 189 of the Act, the borrowers
have been regular in the payment of the principal and interest as stipulated.
(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under Section 189
of the Act.
(iv)
In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of
Section185 and 186 of the Act, with respect to the loans and investments made.
(v)
The Company has not accepted any deposits from the public.
(vi)
The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts
deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax,
value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by
the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees state
insurance and duty of excise.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax,
sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for
a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no material dues of duty of customs which have not been deposited
with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the
following dues of income tax, sales tax, duty of excise, service tax and value added tax have not been deposited by the Company on
account of disputes:
Name of the statute
Nature of dues
Service tax
Service tax
Service tax
APVAT Act, 2005
MVAT Act, 2005
Sales tax
Service tax
Service tax
(1)
(1)
CESTAT, Bangalore
Joint Commissioner (Appeals)
(1)(2)
A stay order has been received against the amount disputed and not deposited.
Net of amounts paid under protest.
The Company is in the process of filing an appeal before the CESTAT, Bangalore.
(1)
(2)
(3)
(viii)
The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during
the year. Accordingly, paragraph 3(viii) of the Order is not applicable.
(ix)
The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans
during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.
(x)
According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.
(xi)
According to the information and explanations give to us and based on our examination of the records of the Company, the Company
has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197
read with Schedule V to the Act.
(xii)
In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly,
paragraph 3(xii) of the Order is not applicable.
(xiii)
According to the information and explanations given to us and based on our examination of the records of the Company, transactions
with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have
been disclosed in the financial statements as required by the applicable accounting standards.
(xiv)
According to the information and explanations given to us and based on our examination of the records of the Company, the Company
has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv)
According to the information and explanations given to us and based on our examination of the records of the Company, the Company
has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order
is not applicable.
(xvi)
The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.
for B S R & Co. LLP
Chartered Accountants
Bangalore
15 April, 2016
Supreet Sachdev
Partner
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted
our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) and the
Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable
to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and
if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding
of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys
internal financial controls system over financial reporting.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal
financial controls over financial reporting were operating effectively as at 31March 2016, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
for B S R & Co. LLP
Chartered Accountants
Bangalore
15 April, 2016
Supreet Sachdev
Partner
Balance Sheet
In ` crore
Particulars
Note
As at March 31,
2016
2015
2.1
2.2
1,148
56,009
57,157
574
47,494
48,068
NON-CURRENT LIABILITIES
Deferred tax liabilities (net)
Other long-term liabilities
2.3
2.4
73
73
30
30
623
6,105
8,809
15,537
72,767
124
5,546
8,045
13,715
61,813
8,248
934
9,182
11,111
405
5,970
2
26,670
7,347
769
8,116
6,108
433
4,378
26
19,061
2
9,798
29,176
7,121
46,097
72,767
749
8,627
27,722
5,654
42,752
61,813
CURRENT LIABILITIES
Trade payables
Total outstanding dues of micro enterprises and small enterprises
Total outstanding dues of creditors other than micro enterprises and small enterprises
Other current liabilities
Short-term provisions
ASSETS
NON-CURRENT ASSETS
Fixed assets
Tangible assets
Capital work-in-progress
2.5
2.6
2.7
2.8
Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
2.10
2.3
2.11
2.12
CURRENT ASSETS
Current investments
Trade receivables
Cash and cash equivalents
Short-term loans and advances
2.10
2.13
2.14
2.15
The accompanying notes form an integral part of the standalone financial statements.
As per our report of even date attached
for B S R & Co. LLP
Chartered Accountants
R. Seshasayee
U. B. Pravin Rao
Partner
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
Particulars
Note
2.16
2.17
2.18
2.10.6
2.18
2.18
2.18
2.18
2.8
2.18
2.10.5
2.19
2.19
25,115
219
2,909
1,360
979
384
396
913
1,976
34,251
16,386
412
16,798
4,898
9
15,786
4,537
97
12,164
55.51
55.51
51.17
51.17
68.73
68.73
52.96
52.96
2.32
2,29,69,44,664 2,29,69,44,664
2,29,69,44,664 2,29,69,75,348
1
The accompanying notes form an integral part of the standalone financial statements.
As per our report of even date attached
for B S R & Co. LLP
Chartered Accountants
R. Seshasayee
U. B. Pravin Rao
Partner
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
Particulars
Note
2.14
20,693
16,798
1,115
(48)
110
(2,563)
(3,036)
122
32
913
142
219
(2,738)
(412)
52
54
(1,123)
(1,615)
1,062
14,749
(5,350)
9,399
(1,433)
(326)
1,175
14,444
(6,489)
7,955
(2,308)
(258)
(794)
(335)
(82)
(22,797)
23,545
(299)
(2)
2,302
(1,028)
(1,986)
(350)
(1,398)
110
(23,184)
24,296
783
2,394
665
(193)
126
(6,841)
(6,908)
(9)
1,454
27,722
29,176
(73)
47
(4,935)
(4,961)
(37)
3,622
24,100
27,722
The accompanying notes form an integral part of the standalone financial statements.
As per our report of even date attached
for B S R & Co. LLP
Chartered Accountants
R. Seshasayee
U. B. Pravin Rao
Partner
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
use of the asset and its eventual disposal. An impairment loss for an
asset is reversed if, and only if, the reversal can be related objectively
to an event occurring after the impairment loss was recognized.
Thecarrying amount of an asset is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying
amount that would have been determined (net of any accumulated
amortization or depreciation) had no impairment loss been recognized
for the asset in prior years.
Gratuity
22-25 years
5 years
5 years
3-5 years
5 years
5 years
Based on technical evaluation, the Management believes that the useful lives as given above
best represent the period over which the Management expects to use these assets. Hence,
the useful lives for these assets are different from the useful lives as prescribed under PartC
of Schedule II of the Companies Act 2013.
(1)
1.10 Impairment
The Management periodically assesses, using external and internal
sources, whether there is an indication that an asset may be impaired.
An impairment loss is recognized wherever the carrying value of an
asset exceeds its recoverable amount. The recoverable amount is the
higher of the assets net selling price or value in use, which means the
present value of future cash flows expected to arise from the continuing
Superannuation
Certain employees are also participants in the superannuation plan
(the Plan) which is a defined contribution plan. The Company has
no obligations to the Plan beyond its monthly contributions which
are periodically contributed to a trust fund, the corpus of which is
invested with the Life Insurance Corporation of India.
Provident fund
Eligible employees receive benefits from a provident fund, which is
a defined benefit plan. Both the eligible employee and the Company
make monthly contributions to the provident fund plan equal to a
specified percentage of the covered employees salary. The Company
contributes a portion to the Infosys Limited Employees Provident
Fund Trust. The trust invests in specific designated instruments as
permitted by Indian law. The remaining portion is contributed to the
government administered pension fund. The rate at which the annual
interest is payable to the beneficiaries by the trust is being administered
by the government. The Company has an obligation to make good the
shortfall, if any, between the return from the investments of the trust
and the notified interest rate.
Compensated absences
The employees of the Company are entitled to compensated
absences which are both accumulating and non-accumulating in
nature. Theexpected cost of accumulating compensated absences is
determined by actuarial valuation using projected unit credit method
on the additional amount expected to be paid / availed as a result of
the unused entitlement that has accumulated at the Balance Sheet date.
Expense on non-accumulating compensated absences is recognized in
the period in which the absences occur.
after the tax holiday period and the resultant asset can be measured
reliably. The Company offsets, on a year-on-year basis, the current tax
assets and liabilities, where it has a legally enforceable right and where
it intends to settle such assets and liabilities on a net basis.
The differences that result between the profit considered for income
taxes and the profit as per the financial statements are identified,
andthereafter, a deferred tax asset or deferred tax liability is recorded
for timing differences, namely the differences that originate in one
accounting period and reverse in another, based on the tax effect of the
aggregate amount of timing difference. The tax effect is calculated on
the accumulated timing differences at the end of an accounting period
based on enacted or substantively enacted regulations. Deferred tax
assets in situation where unabsorbed depreciation and carry forward
business loss exist, are recognized only if there is virtual certainty
supported by convincing evidence that sufficient future taxable income
will be available against which such deferred tax asset can be realized.
Deferred tax assets, other than in situation of unabsorbed depreciation
and carry forward business loss, are recognized only if there is
reasonable certainty that they will be realized. Deferred tax assets are
reviewed for the appropriateness of their respective carrying values at
each reporting date. Deferred tax assets and deferred tax liabilities have
been offset wherever the Company has a legally enforceable right to
set off current tax assets against current tax liabilities and where the
deferred tax assets and deferred tax liabilities relate to income taxes
levied by the same taxation authority. The income tax provision for
the interim period is made based on the best estimate of the annual
average tax rate expected to be applicable for the full financial year.
Tax benefits of deductions earned on exercise of employee share
options in excess of compensation charged to Statement of Profit and
Loss are credited to the securities premium reserve.
1.17 Investments
Trade investments are the investments made to enhance
theCompanys business interests. Investments are either classified as
current or longterm based on the Managements intention. Current
investments are carried at the lower of cost and fair value of each
investment individually. Cost for overseas investments comprises
the Indian rupee value of the consideration paid for the investment
translated at the exchange rate prevalent at the date of investment.
Longterm investments are carried at cost less provisions recorded to
recognize any decline, other than temporary, in the carrying value of
eachinvestment.
1.20 Leases
Lease under which theCompany assumes substantially all the risks
and rewards of ownership are classified as finance leases. Such assets
acquired are capitalized at fair value of the asset or present value of
the minimum lease payments at the inception of the lease, whichever
is lower. Lease payments under operating leases are recognized as an
expense on a straight-line basis in the Statement of Profit and Loss
over the lease term.
Particulars
Authorized
Equity shares, `5/- par value
2,40,00,00,000 (1,20,00,00,000)
equityshares
Issued, subscribed and paid-up
Equity shares, `5/- par value (1)
2,29,69,44,664 (1,14,84,72,332) equity
shares fully paid-up
As at March 31,
2016
2015
1,200
600
1,148
574
1,148
574
The details of shareholders holding more than 5% shares as at March31, 2016 and March31, 2015 are as follows:
Name of the shareholder
Deutsche Bank Trust Company Americas
(Depository of ADRs legal ownership)
Life Insurance Corporation of India
38,53,17,937
13,22,74,300
18,60,73,981
5,52,74,758
16.78
5.76
16.20
4.81
The reconciliation of the number of shares outstanding and the amount of share capital as at March31, 2016 and March31, 2015 is
asfollows:
Particulars
28,33,600
1
2,29,69,44,664
1,148 1,14,84,72,332
574
made a grant of 1,08,268 restricted stock units (adjusted for bonus
issues) to Dr. Vishal Sikka, Chief Executive Officer and Managing
Director. TheBoard, in its meeting held on June22, 2015, on the
recommendation of the nomination and remuneration committee,
further granted 1,24,061 RSUs to Dr. Vishal Sikka. These RSUs
are vesting over a period of four years from the date of the grant
in the proportions specified in the award agreement. The RSUs will
vest subject to achievement of certain key performance indicators
as set forth in the award agreement for each applicable year of the
vesting tranche and continued employment through each vesting
date. Further, theCompany has earmarked 1,00,000 equity shares
for employee welfare activities approved by the shareholders through
the postal ballot which ended on March31, 2016. Theequity shares
currently held under this plan, i.e. 1,12,23,576 equity shares (this
includes the aggregate number of equity shares that may be awarded
under the 2011 Plan as reduced by 10,824 equity shares already
exercised by Dr.VishalSikka and 1,00,000 equity shares which have
been earmarked for welfare activities of the employees) have been
subsumed under the 2015 Plan.
Further, the award granted to Dr. Vishal Sikka on June22, 2015 was
modified by the nomination and remuneration committee on April14,
2016. There is no modification or change in the total number of RSUs
granted or the vesting period (which is four years). The modifications
relate to the criteria of vesting for each of the years. Based on the
modification, the first tranche of the RSUs will vest subject to
achievement of certain key performance indicators for the year ended
March31, 2016. Subsequent vesting of RSUs for each of the remaining
years would be subject to continued employment.
In accordance with the SEBI Regulations, the excess of the closing
market price on the grant date of the RSUs over the exercise price is
amortized on a straight-line basis over the vesting period.
The activity in the 2011 Plan during the years ended March31, 2016 and March31, 2015 is as follows:
Particulars
2011 Plan:
Outstanding at the beginning
Granted (1)
Forfeited and expired
Exercised (1)
Outstanding at the end
Exercisable at the end
(1)
10,824
2,21,505
5
5
5
5
1,08,268
1,08,268
The weighted average share price of options exercised under the 2011
Plan on the date of exercise was `1,088.
Particulars
3,355
Particulars
Capital reserve Opening balance
Add: Transferred from surplus
Securities premium account
Openingbalance
Less: Deconsolidation of trust
(Refer to Note 2.1)
Less: Amount utilized for issuance of
bonus shares (Refer to Note 2.1)
Add: Exercise of stock options
Stock options outstanding
Openingbalance (Refer to Note 2.1)
Additions during the period
Less: Exercise of stock options
General reserve Opening balance
Add: Transferred from surplus
Special Economic Zone Re-investment
Reserve Opening balance (1)
Add: Transferred from surplus
Less: Transferred to surplus on utilization
Special Economic Zone Re-investment
Reserve Closing balance
Surplus Opening balance
As at March 31,
2016
2015
54
54
54
54
2,778
3,069
574
1
2,205
287
2,778
2
7
1
8
9,508
1,579
11,087
2
8,291
1,217
9,508
591
591
35,152
30,392
As at March 31,
2016
2015
15,786
12,164
42
591
51,529
42,514
2,297
3,273
5,570
1,134
1,579
1,723
3,388
5,111
1,034
1,217
591
42,655
56,009
35,152
47,494
The Special Economic Zone Re-investment Reserve has been created out of the profit of
eligible SEZ units in terms of the provisions of Section 10AA(1)(ii) of the Income-tax
Act,1961. The reserve should be utilized by theCompany for acquiring new plant and
machinery for the purpose of its business in the terms of the Section 10AA(2) of the
Incometax Act,1961.
(1)
in ` crore
Particulars
As at March 31,
2016
2015
146
79
359
50
46
76
21
777
210
100
280
51
29
72
7
749
334
38
372
405
316
316
433
Deferred tax assets and deferred tax liabilities have been offset
wherever theCompany has a legally enforceable right to set off current
tax assets against current tax liabilities and where the deferred tax
assets and deferred tax liabilities relate to income taxes levied by the
same taxation authority.
As at March31, 2016 and March31, 2015, theCompany has provided
for branch profit tax of `334crore and `316crore, respectively, for its
overseas branches, as theCompany estimates that these branch profits
would be distributed in the foreseeable future. The change in provision
for branch profit tax includes `18crore movement on account of
exchange rate during the year ended March31, 2016.
in ` crore
As at March 31,
2016
2015
Others
Gratuity obligation unamortized
amount relating to plan amendment
(Refer to Note 2.29)
Payable for acquisition of business
(Refer to Notes 2.10.1 and 2.10.2)
46
Particulars
Rental deposits received from subsidiary
(Refer to Note 2.26)
As at March 31,
2016
2015
27
73
27
30
Particulars
Trade payables
Total outstanding dues of micro
enterprises and small enterprises
Total outstanding dues of creditors
other than micro enterprises and small
enterprises (1)
(1)
As at March 31,
2016
2015
623
623
145
124
124
102
in ` crore
As at March 31,
2016
2015
992
772
1,025
5
1,144
575
831
3
1,707
58
1,068
1,582
50
733
4
370
16
4
79
20
86
6,105
29
38
525
5,546
36
33
Particulars
Provision for employee benefits
Compensated absences
Other provisions
Proposed dividend
Tax on dividend
Income taxes
(net of advance tax and TDS)
Post-sales client support and warranties
and others
As at March 31,
2016
2015
1,130
907
3,273
666
3,388
690
3,304
2,678
436
8,809
382
8,045
Particulars
Balance at the beginning
Provision recognized / (reversed)
Provision utilized
Exchange difference during the period
Balance at the end
Particulars
Tangible assets
Land
Land
Freehold Leasehold
Original cost
As at April1, 2015
Additions / Adjustments during the period
Deductions / Retirement during the period
As at March31, 2016
Depreciation and amortization
As at April1, 2015
For the period
Deductions / Adjustments during the period
As at March31, 2016
Net book value
As at March31, 2016
Buildings (1)(2)
Plant and
machinery (2)
Intangible assets
Office
Computer
equipment (2) equipment (2)(3)
Total
Furniture and
fixtures (2)
Vehicles
Total
Intellectual
property rights
Total
929
41
970
621
17
638
5,733
440
6,173
1,361
319
(1)
1,679
525
155
(1)
679
2,812
945
(276)
3,481
832
241
(3)
1,070
14
5
19
12,827
2,163
(281)
14,709
42
(12)
30
42
(12)
30
12,869
2,163
(293)
14,739
16
5
21
1,937
213
2,150
838
207
(1)
1,044
280
90
(1)
369
1,852
472
(129)
2,195
549
125
(3)
671
8
3
11
5,480
1,115
(134)
6,461
42
(12)
30
42
(12)
30
5,522
1,115
(146)
6,491
970
617
4,023
635
310
1,286
399
8,248
8,248
Buildings include `250 being the value of five shares of `50 each in Mittal Towers Premises Co-operative Society Limited.
(2)
Includes certain assets provided on cancellable operating lease to subsidiaries
(3)
During the year ended March31, 2016, computer equipment having net book value of `20 crore was transferred to EdgeVerve (Refer to Note 2.10.5)
(1)
The changes in the carrying value of fixed assets for the year ended March31, 2015 are as follows:
in ` crore, except as otherwise stated
Particulars
Tangible assets
Land
Land
Freehold Leasehold
Plant and
machinery (2)
Total
Furniture and
fixtures (2)
Vehicles
Total
Intellectual
property rights
Total
781
148
929
349
272
621
4,878
855
5,733
1,090
274
(3)
1,361
393
134
(2)
525
2,178
694
(60)
2,812
679
160
(7)
832
13
3
(2)
14
10,361
2,540
(74)
12,827
59
(17)
42
59
(17)
42
10,420
2,540
(91)
12,869
16
16
1,754
183
1,937
671
169
(2)
838
215
67
(2)
280
1,554
350
(52)
1,852
441
113
(5)
549
7
2
(1)
8
4,642
900
(62)
5,480
46
13
(17)
42
46
13
(17)
42
4,688
913
(79)
5,522
929
605
3,796
523
245
960
283
7,347
7,347
Buildings include `250 being the value of five shares of `50 each in Mittal Towers Premises Co-operative Society Limited.
(2)
Includes certain assets provided on cancellable operating lease to subsidiaries
(3)
During the year ended March31, 2015, computer equipment having net book value of `8 crore was transferred to EdgeVerve (Refer to Note 2.10.5)
(1)
Intangible assets
Office
Computer
equipment (2) equipment (2)(3)
Original cost
As at April1, 2014
Additions / Adjustments during the year
Deductions / Retirement during the year
As at March31, 2015
Depreciation and amortization
As at April1, 2014
For the period
Deductions / Adjustments during the year
As at March31, 2015
Net book value
As at March31, 2015
Buildings (1)(2)
During the quarter ended June 30, 2014, the Management, based
on internal and external technical evaluation, had reassessed the
remaining useful life of certain assets primarily consisting of buildings
and computers with effect from April1, 2014. Accordingly, the useful
lives of certain assets required a change from previous estimate.
TheCompany has entered into lease-cum-sale agreements to acquire
certain properties. In accordance with the terms of some of these
agreements, theCompany has the option to purchase or renew the
properties on expiry of the lease period.
Tangible assets provided on operating lease to subsidiaries as at
March31, 2016 and March31, 2015 are as follows:
in ` crore
Particulars
Buildings
Plant and machinery
Furniture and fixtures
Computer equipment
Office equipment
Cost Accumulated
depreciation
197
75
98
35
33
14
12
3
25
12
11
2
3
2
18
7
6
1
Net book
value
122
63
19
9
13
9
1
11
5
The rental income from subsidiaries for the year ended March31, 2016
amounted to `51crore (`40crore for the year ended March31,2015).
2.9 Leases
Obligations on long-term, non-cancellable operating leases: The lease
rentals charged during the period and the obligations on long-term,
non-cancellable operating leases payable as per the rentals stated in
the respective agreements are as follows:
in ` crore
Particulars
175
158
in ` crore
Particulars
As at March 31,
2016
2015
170
101
417
315
284
158
2.10 Investments
in ` crore, except as otherwise stated
Particulars
Non-current investments
Long-term investments at cost
Trade (unquoted)
Investments in equity instruments of subsidiaries
Infosys BPO Limited
3,38,22,319 (3,38,22,319) equity shares of `10/- each, fully paid-up
Infosys Technologies (China) Co. Limited
Infosys Technologies (Australia) Pty. Limited
1,01,08,869 (1,01,08,869) equity shares of AUD 0.11 par value, fully paid-up
Infosys Technologies, S. de R.L. de C.V., Mexico
17,49,99,990 (17,49,99,990) equity shares of MXN 1 par value, fully paid-up
Infosys Technologies (Sweden) AB
1,000 (1,000) equity shares of SEK 100 par value, fully paid-up
Infosys Technologia do Brasil Ltda.
5,91,24,348 (5,91,24,348) shares of BRL 1.00 par value, fully paid-up
Infosys Technologies (Shanghai) Company Limited
Infosys Public Services, Inc. 3,50,00,000 (3,50,00,000) shares of USD 0.50 par value, fully paid-up
Infosys Consulting Holding AG
(formerly Lodestone Holding AG) (Refer to Note 2.10.6)
23,350 (23,350) Class A shares of CHF 1,000 each and 29,400 (29,400) Class B Shares of CHF
100 each, fully paid-up
Infosys Americas Inc.
10,000 (10,000) shares of USD 10 per share, fully paid-up
EdgeVerve Systems Limited
(Refer to Note 2.10.5)
1,31,18,40,000 (46,18,39,994) equity shares of `10/- each, fully paid-up
Panaya Inc. (Refer to Note 2.10.4)
2(2) shares of USD 0.01 per share, fully paid-up
Infosys Nova Holdings LLC
(Refer to Note 2.10.3)
Kallidus Inc. (Refer to Note 2.10.2)
10,21,35,416 (Nil) shares
As at March 31,
2016
2015
659
169
659
169
66
66
65
65
149
646
99
149
388
99
1,323
1,323
1,312
462
1,398
1,398
94
94
647
Particulars
As at March 31,
2016
2015
59
249
6,936
4,873
2,549
9,485
4,873
92
7
6
93
7
6
1
1,533
1,533
11,111
1,234
1,234
6,108
749
749
2
2
2
11,113
749
6,857
1,535
1,627
9,584
6
1,234
1,269
5,629
6
Particulars
As at March 31,
2016
Preferred Stock
Airviz Inc.
2,82,279 (Nil) Series A Preferred Stock, fully paid-up, par value USD 0.001 each
ANSR Consulting
52,631 (Nil) Series A Preferred Stock, fully paid-up, par value USD 0.001 each
Whoop Inc
16,48,352 (Nil) Series B Preferred Stock, fully paid-up, par value USD 0.0001 each
CloudEndure Ltd.
12,79,645 (Nil) Preferred Series B Shares, fully paid-up, par value ILS 0.01 each
Nivetti Systems Private Limited
2,28,501 (Nil) Preferred Stock, fully paid-up, par value `1/- each
Waterline Data Science, Inc
39,33,910 (Nil) Preferred Series B Shares, fully paid-up, par value USD 0.00001 each
Equity Instrument
OnMobile Systems Inc., USA
21,54,100 (21,54,100) common stock at USD 0.4348 each, fully paid-up, par value USD 0.001 each
Merasport Technologies Private Limited
2,420 (2,420) equity shares at `8,052/- each, fully paid-up, par value `10/- each
Global Innovation and Technology Alliance
15,000 (10,000) equity shares at `1,000/- each, fully paid-up, par value `1,000/- each
Less: Provision for investment
2015
13
20
13
10
27
1
99
6
93
1
7
6
1
Particulars
7.18% Indian Railway Finance Corporation Limited
Bonds 19FEB2023
7.34% Indian Railway Finance Corporation Limited
Bonds 19FEB2028
7.93% Rural Electrification Corporation Limited Bonds
27MAR2022
112 | Standalone financial statements
Face value `
1,000/-
20,00,000
201
20,00,000
201
1,000/-
21,00,000
211
21,00,000
211
1,000/-
2,00,000
21
2,00,000
21
Face value `
Particulars
8.26% India Infrastructure Finance Company Limited
Bonds 23AUG28
8.30% National Highways Authority of India Bonds
25JAN2027
8.35% National Highways Authority of India Bonds
22NOV2023
8.46% India Infrastructure Finance Company Limited
Bonds 30AUG2028
8.46% Power Finance Corporation Limited Bonds
30AUG2028
8.48% India Infrastructure Finance Company Limited
Bonds 05SEP2028
8.54% Power Finance Corporation Limited Bonds
16NOV2028
7.28% National Highways Authority of India Bonds
18SEP30
8.10% Indian Railway Finance Corporation Limited
Bonds 23FEB2027
7.28% Indian Railway Finance Corporation Limited
21DEC30
7.35% National Highways Authority of India Bonds
11JAN31
10,00,000/-
1,000
100
1,000
100
1,000/-
5,00,000
53
5,00,000
53
10,00,000/-
1,500
150
1,500
150
10,00,000/-
2,000
200
2,000
200
10,00,000/-
1,500
150
1,500
150
10,00,000/-
450
45
450
45
1,000/-
5,00,000
50
5,00,000
50
10,00,000/-
2,000
200
1,000/-
5,00,000
53
5,00,000
53
1,000/-
4,22,800
42
1,000/-
5,71,396
68,02,646
57
1,533
58,06,450
1,234
The balances held in government bonds as at March31, 2016 and March31, 2015 are as follows:
in ` crore
Particulars
Face value
PHP
As at March 31,
2016
Units
2015
Units
Amount
Amount
100
10,000
100
1,50,000
1,50,000
2
2
10,000
Units
29,30,197
9,81,551
9,97,094
2,05,44,807
2,54,53,649
Amount
293
150
100
206
749
Particulars
IDFC Cash Fund Direct Plan Daily Dividend
Reliance Liquid Fund Treasury Plan Direct Plan Daily Dividend Option
SBI Premier Liquid Fund Direct Plan Daily Dividend
ICICI Liquid Plan Direct Plan Daily Dividend
in ` crore
As at March 31,
2016
2015
333
73
119
316
65
45
5,020
87
333
5
5,970
3,941
7
4
4,378
13
5,983
10
4,388
Particulars
As at March 31,
2016
2015
13
5,970
21
10
4,378
21
Particulars
Others
Advance to gratuity trust
(Refer to Note 2.29)
As at March 31,
2016
2015
2
2
26
26
Particulars
in ` crore
Particulars
Debts outstanding for a period exceeding
six months
Unsecured
Considered doubtful
Less: Provision for doubtful debts
Other debts
Unsecured
Considered good (2)
Considered doubtful
Less: Provision for doubtful debts
(1)
(2)
As at March 31,
2016
2015
176
176
162
162
9,798
73
9,871
73
9,798
9,798
8,627
160
8,787
160
8,627
8,627
1
244
6
309
in ` crore
As at March 31,
2016
2015
24,276
23,722
4,900
29,176
4,000
27,722
237
182
336
185
Cash and cash equivalents as at March 31, 2016 and March 31,
2015 include restricted cash and bank balances of `341crore and
`188crore, respectively. The restrictions are primarily on account
of cash and bank balances held as margin money deposits against
guarantees and unpaid dividends.
The deposits maintained by theCompany with banks and financial
institutions comprise time deposits, which can be withdrawn
by the Company at any point without prior notice or penalty on
theprincipal.
The details of balances with banks as on Balance Sheet dates are as
follows:
in ` crore
Particulars
In current accounts
ANZ Bank, Taiwan
Bank of America, U.S.
Citibank NA, Australia
Citibank NA, India
Citibank NA, Dubai
Citibank NA, EEFC
(U.S. Dollar account)
Citibank NA, Japan
Citibank NA, New Zealand
Citibank NA, South Africa
Deutsche Bank, Philippines
Deutsche Bank, India
Deutsche Bank, EEFC (Euro account)
114 | Standalone financial statements
As at March 31,
2016
2015
13
563
24
1
1
4
498
10
6
1
15
2
4
11
4
17
2
20
3
2
2
4
2
As at March 31,
2016
2015
8
5
2
95
2
59
10
17
4
7
4
13
2
8
1
2
4
1
170
9
1
57
10
5
4
24
7
1,147
5
1
24
44
18
9
1
7
11
1
715
848
1,170
1,861
1,518
1,185
2,500
3,755
1,750
250
1,000
25
492
1,967
2,310
1,250
7
200
700
22,788
200
97
1,415
2,314
2,691
2,841
1,303
1,197
35
2,017
3,059
706
75
100
573
1,500
512
327
971
386
500
22,819
2
1
2
5
1
2
3
132
147
57
336
128
57
185
4,900
4,900
4,000
4,000
29,176
27,722
in ` crore
91
24
209
48
71
Travel expenses
Overseas travel expenses
Travelling and conveyance
58
60
1,650
166
2,222
1,154
2,673
696
1,253
49
1,457
1,039
2,423
433
54
210
1
53
148
1
109
2
7,121
24
20
43
94
6
5,654
43
6
in ` crore
Particulars
Interest received on deposits with banks
and others
Dividend received on investment in
mutual fund units
Gain on sale of investments
Miscellaneous income, net
Gains / (losses) on foreign currency, net
2,592
57
276
170
3,009
146
10
64
525
3,337
2.18 Expenses
in ` crore
Particulars
Employee benefit expenses
Salaries and bonus including overseas
staff expenses
Contribution to provident and other
funds
Employee stock compensation expense
(Refer to Note 2.1)
Staff welfare
As at March 31,
2016
2015
Particulars
24,509
547
519
7
101
28,206
2
85
25,115
1,761
2,656
4,417
1,385
1,524
2,909
1,510
145
1,655
1,235
125
1,360
663
797
386
1,049
182
979
214
97
311
247
137
384
480
179
178
175
361
185
94
158
99
188
85
120
28
48
108
99
70
104
39
42
18
17
(45)
145
202
140
1,909
243
294
1,976
Particulars
Current tax
Income tax
Deferred tax
4,537
97
4,634
During the years ended March 31, 2016 and March 31, 2015,
theCompany had a reversal (net of provisions) of `331crore and
`161crore, respectively, pertaining to tax relating to prior years.
Income taxes
The provision for taxation includes tax liabilities in India on
the Companys global income as reduced by exempt incomes and
any tax liabilities arising overseas on income sourced from those
countries as per Indian Income-tax Act, 1961. Infosys operations are
conducted through Software Technology Parks (STPs) and Special
Standalone financial statements | 115
Economic Zones (SEZs). Income from STPs were tax exempt for the
first 10years from the fiscal in which the unit commenced software
development, or March31, 2011 whichever is earlier. Income from
SEZ units is fully tax exempt for the first five years, 50% exempt for
the next five years and 50% exempt for another five years subject to
fulfilling certain conditions.
Particulars
As at March 31,
2016
2015
Contingent liabilities
Outstanding guarantees and counter
guarantees to various banks, in respect
of the guarantees given by those banks in
favor of various government authorities
and others
Claims against the Company, not
acknowledged as debts (1)
[Net of amount paid to statutory
authorities `4,386 crore (`3,572 crore)]
Commitments
Estimated amount of unexecuted capital
contracts (net of advances and deposits)
29
22
188
167
1,295
1,272
Claims against the Company not acknowledged as debts for the year ended March31, 2016
include demand from the Indian income tax authorities for payment of tax of `4,135crore
(`3,337 crore), including interest of `1,224 crore (`964 crore) upon completion of their
tax assessment for fiscals 2007, 2008, 2009, 2010 and 2011 (for the year ended March31,
2015 upon completion of their tax assessment for fiscals 2006, 2007, 2008, 2009 and
2010). These demands were paid to statutory tax authorities, including `913 crore paid
during the year ended March31, 2016, consequent to demand from tax authorities in India
for fiscal 2011 towards denial of certain tax benefits. TheCompany has filed an appeal
with the income tax appellate authorities.
Demand for fiscals 2007, 2008 and 2009 includes disallowance of a portion of the
deduction claimed by the Company under Section 10A of the Income-tax Act as determined
by the ratio of export turnover to total turnover. The disallowance arose from certain
expenses incurred in foreign currency being reduced from export turnover but not reduced
from total turnover. Demand for fiscals 2007, 2008, 2009, 2010 and 2011 also includes
disallowance of the portion of profit earned outside India from the STP units under Section
10A of the Income-tax Act and disallowance of profits earned from SEZ units under Section
10AA of the Income-tax Act. The matters for fiscals 2007, 2008 and 2009 are pending
before the Commissioner of Income Tax (Appeals) Bangalore. The matter for fiscals 2010
and 2011 is pending before the Income Tax Appellate Tribunal (ITAT) Bangalore.
TheCompany is contesting the demand and the Management including its tax advisors
believes that its position will likely be upheld in the appellate process. The Management
believes that the ultimate outcome of these proceedings will not have a material adverse
effect on theCompanys financial position and results of operations.
Forward
contracts
outstanding
In USD
In Euro
In GBP
In AUD
In CAD
In SGD
In CHF
Options
Outstanding
In USD
As at March 31,
2016
2015
in million in ` crore in million in ` crore
467
84
60
50
25
3,094
633
573
255
173
664
59
68
95
12
25
4,150
396
632
452
59
114
125
828
5,556
5,803
Particulars
Not later than one month
Later than one month and not later than
three months
Later than three months and not later
than one year
As at March 31,
2016
2015
1,468
1,382
3,260
3,608
828
5,556
813
5,803
(1)
Particulars
in ` crore
Particulars
Capital goods
Software packages
in ` crore
46,153
5
46,158
1,305
405
1,477
19,041
992
222
1,168
15,967
3,910
26,138
26,728
3,278
21,627
24,531
Particulars
Name of subsidiary
Name of subsidiary
Infosys BPO Limited
(Infosys BPO)
Infosys Technologies
(China) Co. Limited
(Infosys China)
Infosys Technologies
S. de R. L. de C. V.
(Infosys Mexico)
Infosys Technologies
(Sweden) AB (Infosys
Sweden)
Infosys Technologies
(Shanghai) Company
Limited (Infosys Shanghai)
Infosys Tecnologia do
Brasil Ltda.
(Infosys Brasil)
Infosys Public Services, Inc.
(Infosys Public Services)
Infosys Americas Inc.
(Infosys Americas)
Infosys (Czech Republic)
Limited s.r.o
(formerly Infosys BPO s.r.o) (1)
Country
India
99.98
Infosys BPO
S. de R.L. de C.V (1)(17)
Infosys McCamish Systems
LLC (1)
Portland Group Pty.
Limited (1)
Portland Procurement
Services Pty Ltd (5)
Infosys BPO Americas
LLC(1)(16)
Infosys Technologies
(Australia) Pty. Limited
(Infosys Australia) (2)
EdgeVerve Systems Limited
(EdgeVerve) (7)
Infosys Consulting Holding
AG (Infosys Lodestone)
(formerly Lodestone Holding AG)
Lodestone Management
Consultants Inc. (3)
Infosys Management
Consulting Pty Limited
(formerly Lodestone Management
Consultants Pty. Limited)(3)
Country
2016
2015
385
567
247
400
Infosys Consulting AG
(formerly Lodestone Management
Consultants AG) (3)
Lodestone Augmentis
AG(2)(6)
Lodestone GmbH (formerly
Hafner Bauer & dman GmbH) (2)(3)
China
100
100
Lodestone Management
Consultants
(Belgium) S.A. (4)
Infosys Consulting GmbH
Mexico
100
100
Switzerland
100
100
Switzerland
100
100
Switzerland
100
100
99.90
99.90
Germany
100
100
Singapore
100
100
France
100
100
Czech
Republic
100
100
Austria
100
100
China
100
100
U.K.
100
100
Netherlands
100
100
99.99
99.99
Poland
100
100
Portugal
100
100
Romania
100
100
Argentina
100
100
100
100
100
100
100
100
100
100
100
100
Belgium
100
100
100
100
Brazil
100
100
U.S.
100
100
U.S.
100
100
99.98
99.98
Czech
Republic
Poland
99.98
99.98
Mexico
U.S.
99.98
99.98
Australia
99.98
99.98
Australia
U.S.
Lodestone Management
Consultants GmbH (3)
Lodestone Management
Consultants Co., Ltd. (3)
Infy Consulting Company
Limited (formerly Lodestone
Management Consultants Ltd.) (3)
Lodestone Management
Consultants Portugal,
Unipessoal, Lda (3)
S.C. Infosys Consulting
S.R.L. (formerly SC Lodestone
Management Consultants S.R.L.) (3)
Australia
100
100
India
100
100
Switzerland
100
100
U.S.
100
100
Australia
100
100
Brazil
Infosys Consulting
Sp. Z o.o.
Canada
U.S.
U.S.
Israel
Germany
Australia
Japan
Name of subsidiary
Skava Systems Pvt. Ltd.
(Skava Systems) (12)
Kallidus Inc. (Kallidus) (13)
Noah Consulting LLC
(Noah) (14)
Noah Information
Management Consulting
Inc. (Noah Canada) (15)
Country
India
U.S.
100
100
U.S.
100
Canada
100
Name of associate
Country
U.S.
Controlled trust
Controlled trust
Note: Refer to Notes 2.29 and 2.30 for information on transactions with post-employment
benefit plans mentioned above.
Srinath Batni
B. G. Srinivas
(resigned effective June10, 2014)
N. R. Narayana Murthy
S. Gopalakrishnan
K. V. Kamath
R. Seshasayee
Kiran Mazumdar-Shaw
(1)
(1)
Non-whole-time directors
U. B. Pravin Rao
Ravi Venkatesan
Carol M. Browner
(resigned effective November23, 2015)
Roopa Kudva
Executive officers
M. D. Ranganath
David D. Kennedy
Chief Financial Officer and Executive Vice Executive Vice President, General Counsel
President (effective October12, 2015)
and Chief Compliance Officer
(effective November1, 2014)
Rajiv Bansal
Srikantan Moorthy
Parvatheesam K.
Company Secretary (resigned effective
January10, 2015)
Company Secretary
A. G. S. Manikantha
(appointed effective June22, 2015)
Particulars
Investment in debentures
EdgeVerve (1)
Trade receivables
Infosys China
Infosys Mexico
Infosys Brasil
Infosys BPO
Infosys Consulting Ltd.
EdgeVerve
Infosys Public Services
Infosys Sweden
Panaya Ltd.
Loans (2)
Infosys Consulting Ltd.
Infosys Sweden
Infosys Technologies China
EdgeVerve
Other receivables
Infosys BPO
Infosys Public Services
EdgeVerve
Panaya
Infosys Consulting SAS
Infosys Consulting GmbH
Infosys Consulting Ltd.
Unbilled revenues
Infosys Consulting SAS
EdgeVerve
Infosys McCamish Systems LLC
As at March 31,
2016
2015
2,549
29
6
1
5
8
153
28
14
244
16
1
5
1
26
14
246
309
24
67
91
18
24
5
8
3
43
6
1
1
67
1
4
14
3
1
20
43
20
20
5
6
Particulars
Trade payables
Infosys China
Infosys BPO
Infosys (Czech Republic) Limited s.r.o
Portland Group Pty. Limited
Infosys Mexico
Infosys Sweden
Lodestone Management Consultants
Pty Limited
Infosys Consulting Pte Ltd.
Infosys Consulting Ltd.
Infosys Brasil
EdgeVerve
Panaya Ltd.
Infosys Public Services
Other payables
Infosys BPO
Infosys McCamish Systems LLC
Infosys Consulting AG
Infosys Consulting Ltd.
EdgeVerve
Panaya Ltd.
Infosys Public Services
Infosys Sweden
Infosys Mexico
Provision for expenses
Infosys BPO
Kallidus Inc.
Noah Consulting LLC
EdgeVerve
Rental deposit given for shared services
Infosys BPO
Rental deposit taken for shared services
Infosys BPO
As at March 31,
2016
2015
10
6
2
2
8
10
1
1
5
16
7
83
9
2
145
10
8
65
2
102
27
1
1
1
7
1
38
16
2
1
1
9
33
1
18
10
29
(1)
37
36
21
21
27
27
(1)
Particulars
Equity
Infosys China
Infosys Nova
Infosys Brasil (3)
EdgeVerve
Infosys Shanghai
Loans (net of repayment)
Infosys Consulting Holding AG (1)
Infosys Consulting Ltd.
Kallidus (1)
Infosys Sweden
Infosys Brasil
Infosys Technologies China
EdgeVerve (2)
Revenue transactions
Purchase of services
Infosys China
Lodestone Management Consultants
Pty Limited
Infosys Consulting Ltd.
Infosys Consulting Pte Ltd.
Portland Group Pty. Limited
Infosys (Czech Republic) Limited s.r.o
Infosys BPO Limited
Infosys Sweden
Infosys Mexico
EdgeVerve
Infosys Public Services
Panaya Ltd.
Kallidus Inc.
Noah Consulting LLC
Infosys Brasil
Purchase of shared services including
facilities and personnel
Infosys BPO
(2)
Particulars
Loans and advances in the nature of loans
given to subsidiaries
Infosys China
EdgeVerve (2)
Infosys Brasil
Kallidus Inc.
Infosys Sweden
Infosys Consulting Holding AG
2016
68
110
10
24
6
2015
18
40
66
Particulars
Capital transactions
Financing transactions
Debentures
EdgeVerve
2,549
Interest income
Infosys Consulting Ltd.
EdgeVerve
Infosys Sweden
Infosys Brasil
Sale of services
Infosys China
Infosys Mexico
Infosys Consulting Ltd.
Infosys Brasil
Infosys BPO
Infosys McCamish Systems LLC
Infosys Sweden
EdgeVerve
Infosys Public Services
Sale of shared services including facilities
and personnel
EdgeVerve
Panaya Ltd.
Infosys BPO
Infosys Consulting SAS
Infosys Consulting Ltd.
Infosys Consulting GmbH
850
258
3,657
62
94
40
461
154
811
(6)
23
68
(18)
67
(40)
18
(16)
126
139
130
882
104
2
17
341
79
11
11
20
18
10
10
1,761
121
653
45
3
10
217
44
10
136
7
1,385
18
18
68
68
62
1
63
3
4
11
37
30
7
69
3
27
900
1,084
8
11
23
8
80
6
50
735
921
143
15
42
1
5
206
22
38
3
3
1
67
Particulars
Profit on transfer of business
EdgeVerve
Cash paid under business transfer
EdgeVerve
412
412
335
335
During the year, loan of `10 crore was given at an interest rate of 6% per annum
andrepaid.
(2)
During the year, loan of `92 crore was given at an interest rate of 8.7% per annum and
the amount including the balance as of March31, 2015 was repaid.
(3)
Loan outstanding (including accrued interest) given to Infosys Brasil is converted to equity
during the year ended March31, 2015.
(1)
Particulars
Salaries and other employee benefits
to whole-time directors and executive
officers (1)(2)(3)(4)
Commission and other benefits to
nonexecutive / independent directors
Total
30
9
110
8
38
Includes stock compensation expense of `7 crore for the year ended March31, 2016
(`2crore for the year ended March31, 2015) to the CEO in line with the compensation
plan approved by the shareholders.
(2)
Includes payables to the CFO who stepped down w.e.f October12, 2015.
(3)
Includes payment of variable pay amounting to `14 crore for the year ended March31,
2015 to the CEO as decided by the nomination and remuneration committee in line with
the compensation plan approved by the shareholders.
(4)
Includes provision for variable pay amounting to US$4.33 million (approximately
`29crore) for the year ended March31, 2016 to the CEO. The shareholders in the EGM
dated July30, 2014 had approved a variable pay of US$4.18 million (approximately
`28crore at the current exchange rate) at a target level and also authorized the Board
to alter and vary the terms of remuneration. Accordingly, the Board, based on the
recommendations of the nomination and remuneration committee, approved on April15,
2016, US$4.33 million (approximately `29crore) as variable pay for the year ended
March31, 2016.
(1)
in ` crore
54
160
31
330
15
430
31
384
15
590
During the year ended March31, 2016, theCompany has claimed weighted tax deduction
on eligible research and development till July 31, 2015 based on the approval received from
Department of Scientific and Industrial Research (DSIR) with effect from November23,
2011 which has been renewed effective April 2014. With effect from August 1, 2015
the business of Finacle, including the R&D activities, is transferred to its wholly-owned
subsidiary EdgeVerve Systems Limited. Hence from that date, EdgeVerve Systems Limited
has claimed the weighted tax deduction on eligible research and development expenditures
u/s 35(2AB) of the Income-tax Act, 1961. The weighted tax deduction is equal to 200%
of such expenditure incurred.
The eligible R&D revenue and capital expenditure are `54crore and
Nil for the year ended March31, 2016 respectively and `160crore
and Nil towards revenue and capital expenditure respectively for the
year ended March31, 2015.
Industry segments
Years ended March31, 2016 and March31, 2015:
in ` crore
Particulars
Income from software services and
products
Identifiable operating expenses
Allocated expenses
Segmental operating income
FSI
MFG and
Hitech
ECS
RCL
LSH
Total
17,791
16,175
9,037
7,874
3,686
3,396
5,068
4,905
12,087
10,230
6,130
5,191
2,533
2,241
3,424
2,798
10,997
9,756
5,269
4,706
2,303
2,130
3,425
2,920
9,501
8,369
4,675
3,917
1,991
1,832
2,835
2,620
3,607
2,770
1,840
1,440
756
607
1,011
723
53,983
47,300
26,951
23,128
11,269
10,206
15,763
13,966
1,115
917
3,009
3,337
17,657
16,386
3,036
412
20,693
16,798
4,907
4,634
15,786
12,164
Unallocable expenses
Other income, net
Profit before exceptional item and tax
Exceptional item
Profit before tax
Tax expense
Profit after taxes and exceptional item
Geographic segments
Years ended March31, 2016 and March31, 2015:
in ` crore
Particulars
Income from software services and products
Identifiable operating expenses
Allocated expenses
Segmental operating income
Unallocable expenses
Other income, net
Profit before exceptional items and tax
Exceptional item
Profit before tax
Tax expense
Profit after taxes and exceptional items
North
America
35,638
30,273
18,052
14,806
7,467
6,625
10,119
8,842
Europe
India
11,775
10,300
5,868
5,131
2,462
2,240
3,445
2,929
1,274
1,307
568
678
254
251
452
378
Rest of the
World
5,296
5,420
2,463
2,513
1,086
1,090
1,747
1,817
Total
53,983
47,300
26,951
23,128
11,269
10,206
15,763
13,966
1,115
917
3,009
3,337
17,657
16,386
3,036
412
20,693
16,798
4,907
4,634
15,786
12,164
Particulars
As at March 31,
2016
2015
755
668
106
89
55
56
(34)
(5)
10
58
(66)
(111)
826
755
781
72
(43)
(6)
90
(66)
828
677
65
5
145
(111)
781
828
826
781
755
(6)
20
7.80
9.50
8.00
7.80
9.50
8.00
in ` crore
Particulars
Obligations at year end
Plan assets at year end, at fair value
Funded status
Experience adjustments
(Gain) / loss
Experience adjustments on plan liabilities
Experience adjustments on plan assets
The components of the net gratuity cost for the years ended March31,
2016 and March31, 2015 are as follows:
in ` crore
Particulars
Gratuity cost for the period
Service cost
Interest cost
Expected return on plan assets
Actuarial (gain) / loss
Plan amendment amortization
Net gratuity cost
Actual return on plan assets
89
56
(65)
53
(4)
129
70
As at March31, 2016 and March31, 2015, the plan assets have been
primarily invested in insurer managed funds. The estimates of future
salary increases, considered in actuarial valuation, take account of
inflation, seniority, promotion and other relevant factors such as supply
and demand factors in the employment market. TheCompany expects
to contribute `74crore to the gratuity trust during the fiscal2017.
Effective July 1, 2007, the Company revised the employee death
benefits provided under the gratuity plan, and included all eligible
employees under a consolidated term insurance cover. Accordingly,
122 | Standalone financial statements
2016
826
828
2
2015
755
781
26
As at March 31,
2014
668
677
9
2013
612
643
31
2012
569
582
13
10
6
4
(5)
14
3
(49)
13
the obligations under the gratuity plan reduced by `37 crore, which
is being amortized on a straight-line basis to the Statement of Profit
and Loss over 10 years representing the average future service
period of the employees. The unamortized liability as at March31,
2016 and March 31, 2015 amounts to `4 crore and `7 crore,
respectively and disclosed under Other long-term liabilities and
Othercurrentliabilities.
Particulars
2016
3,808
3,808
2015
2,912
2,912
As at March 31,
2014
2,817
2,817
2013
2,399
2,399
2012
1,816
1,816
Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic Approach:
Particulars
As at March 31,
2016
2015
7.80
7.80
7
7
8.75
8.75
8.60
8.60
2.31 Superannuation
TheCompany contributed `227crore to the superannuation trust during the year ended March31, 2016 (`213 crore during the year ended
March31, 2015).
2.32 Reconciliation of basic and diluted shares used in computing earnings per share
Particulars
Number of shares considered as basic weighted average shares outstanding (1)
Effect of dilutive common equivalent shares
Number of shares considered as weighted average shares and potential shares outstanding
(1)
30,684
2,29,69,44,664 2,29,69,75,348
in ` crore
Particulars
On construction / acquisition
of any asset
On purposes other than the
above
In cash
Yet to be
paid in
cash
Total
202
202
In ` crore
4,898
9
15,786
4,537
97
12,164
R. Seshasayee
U. B. Pravin Rao
Partner
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
Auditors responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit. While conducting the audit, we have
taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements.
The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to
the Holding Companys preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that
are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Holding Companys Board of Directors, as well as evaluating the overall presentation of the consolidated
financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated
financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements
give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the consolidated state of affairs of the Company, as at 31 March 2016, and their consolidated profit and their
consolidated cash flows for the year ended on that date.
As required by sub-section 3 of Section 143 of the Act, we report, to the extent applicable, that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit of the aforesaid consolidated financial statements.
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements
have been kept so far as it appears from our examination of those books.
c. The consolidated balance sheet, the consolidated statement of profit and loss, and the consolidated cash flow statement dealt with
by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated
financialstatements.
d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors of the Holding Company as on 31 March 2016 taken on record
by the Board of Directors of the Holding Company and the report of the statutory auditors of its subsidiary companies incorporated in
India, none of the Directors of the Group companies incorporated in India is disqualified as on 31 March 2016 from being appointed
as a Director of that company in terms of sub-section 2 of Section 164 of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of
such controls, refer to our separate report in Annexure A; and
g. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group.
Refer to Note 2.19 to the consolidated financial statements;
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term contracts including derivatives contracts. Refer to Note 2.6 to the consolidated
financial statements; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the
Holding Company and subsidiary companies incorporated in India.
for B S R & Co. LLP
Chartered Accountants
Supreet Sachdev
Bangalore
15 April, 2016
Partner
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted
our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) issued
by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to
the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively
in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding
of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys
internal financial controls system over financial reporting.
Opinion
In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in all material respects,
an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating
effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
for B S R & Co. LLP
Chartered Accountants
Supreet Sachdev
Bangalore
15 April, 2016
Partner
Particulars
Note
As at March 31,
2016
2015
2.1
2.2
Minority interests
NON-CURRENT LIABILITIES
Deferred tax liabilities (net)
Other long-term liabilities
1,144
56,682
57,826
572
50,164
50,736
2.3
2.4
126
126
50
50
2.31
386
7,601
9,202
17,189
75,141
140
6,920
8,443
15,503
66,289
8,637
4,543
960
14,140
1,817
533
6,832
66
23,388
7,685
3,661
776
12,122
1,398
536
4,906
85
19,047
75
11,330
32,697
7,651
51,753
75,141
872
9,713
30,367
6,290
47,242
66,289
CURRENT LIABILITIES
Trade payables
Total outstanding dues of micro enterprises and small enterprises
Total outstanding dues of creditors other than micro enterprises and small enterprises
Other current liabilities
Short-term provisions
ASSETS
NON-CURRENT ASSETS
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress
2.5
2.6
2.7
2.7
Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
2.9
2.3
2.10
2.11
CURRENT ASSETS
Current investments
Trade receivables
Cash and cash equivalents
Short-term loans and advances
2.9
2.12
2.13
2.14
The accompanying notes form an integral part of the consolidated financial statements.
As per our report of even date attached
for B S R & Co. LLP
Chartered Accountants
R. Seshasayee
U. B. Pravin Rao
Partner
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
Particulars
Note
2.15
2.16
2.17
2.29.1
34,418
110
3,531
2,263
1,274
449
779
1,266
2,497
46,587
18,982
29,802
219
2,171
1,818
1,044
495
421
1,017
2,478
39,465
17,284
2.18
2.18
5,315
(14)
4,835
76
2.29.3
13,681
(3)
13,678
12,373
(1)
12,372
13,678
13,678
12,372
12,372
59.85
59.84
54.13
54.13
2.17
2.7
2.17
2.27
2,28,56,16,160 2,28,56,10,264
2,28,57,11,583 2,28,56,40,948
1
The accompanying notes form an integral part of the consolidated financial statements.
As per our report of even date attached
for B S R & Co. LLP
Chartered Accountants
R. Seshasayee
U. B. Pravin Rao
Partner
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
Particulars
Note
17,283
1,266
110
(2,698)
(52)
147
122
1,017
219
(2,892)
171
82
66
(1,479)
(1,523)
856
15,728
(5,865)
9,863
(1,475)
(221)
854
15,104
(6,751)
8,353
(2,723)
(747)
(24,171)
(82)
(22)
24,947
(299)
(3)
33
2,381
(686)
(2,247)
(1,282)
(94)
(23,892)
25,096
830
(1)
(30)
157
2,551
1,088
(6,813)
(6,813)
(34)
2,330
30,367
32,697
(4,935)
(4,935)
(89)
4,417
25,950
30,367
The accompanying notes form an integral part of the consolidated financial statements.
As per our report of even date attached
for B S R & Co. LLP
Chartered Accountants
R. Seshasayee
U. B. Pravin Rao
Partner
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
22-25 years
5 years
5 years
3-5 years
5 years
5 years
Based on technical evaluation, the Management believes that the useful lives as given above
best represent the period over which the Management expects to use these assets. Hence,
the useful lives for these assets are different from the useful lives as prescribed under Part
C of Schedule II of the Companies Act 2013.
1.10 Impairment
The Management periodically assesses, using external and internal
sources, whether there is an indication that an asset may be impaired.
An impairment loss is recognized wherever the carrying value of an
asset exceeds its recoverable amount. The recoverable amount is
higher of the assets net selling price or value in use, which means the
present value of future cash flows expected to arise from the continuing
use of the asset and its eventual disposal. An impairment loss for
an asset other than goodwill is reversed if, and only if, the reversal
can be related objectively to an event occurring after the impairment
loss was recognized. The carrying amount of an asset other than
goodwill is increased to its revised recoverable amount, provided this
amount does not exceed the carrying amount that would have been
determined (netof any accumulated amortization or depreciation)
had no impairment loss been recognized for the asset in prior years.
Superannuation
Certain employees of Infosys, Infosys BPO and EdgeVerve are
participants in a defined contribution plan. The Group has no further
obligations to the Plan beyond its monthly contributions which
are periodically contributed to a trust fund, the corpus of which is
invested with the Life Insurance Corporation of India.
Provident fund
Eligible employees of Infosys receive benefits from a provident fund,
which is a defined benefit plan. Both the eligible employee and
the Company make monthly contributions to the provident fund
plan equal to a specified percentage of the covered employees salary.
The Company contributes a part of the contributions to the Infosys
Limited Employees Provident Fund Trust. The trust invests in specific
designated instruments as permitted by Indian law. The remaining
portion is contributed to the government administered pension fund.
The rate at which the annual interest is payable to the beneficiaries by
the Trust is being administered by the government. The Company has
an obligation to make good the shortfall, if any, between the return
from the investments of the trust and the notified interest rate.
In respect of Indian subsidiaries, eligible employees receive benefits
from a provident fund, which is a defined contribution plan. Boththe
eligible employee and the respective Company make monthly
contributions to this provident fund plan equal to a specified
percentage of the covered employees salary. Amounts collected under
the provident fund plan are deposited in a government administered
provident fund. The Companies have no further obligations under the
provident fund plan beyond its monthly contributions.
Compensated absences
The employees of the Group are entitled to compensated absences,
which are both accumulating and non-accumulating in nature.
The expected cost of accumulating compensated absences is
determined by actuarial valuation using projected unit credit method
on the additional amount expected to be paid / availed as a result of
the unused entitlement that has accumulated at the Balance Sheet date.
Expense on non-accumulating compensated absences is recognized in
the period in which the absences occur.
Basic earnings per share is computed by dividing the net profit after
tax by the weighted average number of equity shares outstanding
during the period. Diluted earnings per share is computed by dividing
the profit after tax by the weighted average number of equity shares
considered for deriving basic earnings per share and also the weighted
average number of equity shares that could have been issued upon
conversion of all dilutive potential equity shares. The diluted potential
equity shares are adjusted for the proceeds receivable had the shares
been actually issued at fair value, which is the average market value
of the outstanding shares. Dilutive potential equity shares are deemed
converted as of the beginning of the period, unless issued at a later
date. Dilutive potential equity shares are determined independently
for each period presented.
The number of shares and potentially dilutive equity shares are adjusted
retrospectively for all periods presented for any share splits and bonus
share issues including for changes effected prior to the approval of the
consolidated financial statements by the Board ofDirectors.
1.17 Investments
Trade investments are the investments made to enhance the Groups
business interests. Investments are either classified as current
or longterm, based on the Managements intention. Current
investments are carried at the lower of cost and fair value of each
investment individually. Cost for overseas investments comprises
the Indian Rupee value of the consideration paid for the investment
translated at the exchange rate prevalent at the date of investment.
Long-term investments are carried at cost less provisions recorded to
recognize any decline, other than temporary, in the carrying value of
eachinvestment.
1.20 Leases
The leases under which the Group assumes substantially all the risks
and rewards of ownership are classified as finance leases. Such assets
acquired are capitalized at fair value of the asset or present value of
the minimum lease payments at the inception of the lease, whichever
is lower. Lease payments under operating leases are recognized as an
expense on a straight-line basis in the consolidated Statement of Profit
and Loss over the lease term.
Particulars
Authorized
Equity shares, `5/- par value
2,40,00,00,000 (1,20,00,00,000)
equityshares
Issued, Subscribed and Paid-Up
Equity shares, `5/- par value (1)
2,28,56,21,088 (1,14,28,05,132) equity
shares fully paid-up (2)
As at March 31,
2016
2015
1,200
600
1,144
572
1,144
572
The Company has only one class of shares referred to as equity shares
having a par value of `5. Each holder of equity shares is entitled to
one vote per share.
The Company declares and pays dividends in Indian rupees.
Thedividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting.
dividend (not adjusted for bonus shares on June17, 2015). The total
dividend appropriation for the year ended March31, 2015 amounted
to `6,145 crore including corporate dividend tax of `1,034 crore.
The Board of Directors, in its meeting on October 12, 2015,
declared an interim dividend of `10 per equity share. Further, the
Board of Directors, in its meeting on April15, 2016, has proposed
a final dividend of `14.25 per equity share for the financial year
ended March31, 2016. The proposal is subject to the approval of
shareholders at the Annual General Meeting to be held on June18,
2016. The total dividend appropriation for the year ended March31,
2016 amounted to `6,704 crore including corporate dividend tax of
`1,134 crore.
The Central Government, in consultation with National Advisory
Committee on Accounting Standards, has amended the Companies
(Accounting Standards) Rules, 2006 (principal rules), through a
notification issued by the Ministry of Corporate Affairs dated March30,
The details of shareholders holding more than 5% shares as at March31, 2016 and March31, 2015 are as follows:
Name of the shareholder
Deutsche Bank Trust Company Americas
(Depository of ADRs legal ownership)
Life Insurance Corporation of India
38,53,17,937
13,22,74,300
18,60,73,981
5,52,74,758
16.78
5.76
16.20
4.81
The reconciliation of the number of shares outstanding and the amount of share capital as at March31, 2016 and March31, 2015 are as follows:
Particulars
Number of shares at the beginning of the year
Add: Bonus shares issued (including bonus on treasury shares)
Less: Increase in treasury shares consequent to bonus issue
Add: Shares issued on exercise of employee stock options
Number of shares at the end of the year
2,28,56,21,088
1,144
1,14,28,05,132
572
The activity in the 2011 Plan during the years ended March31, 2016 and March31, 2015 is as follows:
Particulars
1,08,268
1,24,061
10,824
2,21,505
5
5
5
5
1,08,268
1,08,268
(1)
Particulars
Less: Amount utilized for issuance of
bonus shares (Refer to Note 2.1)
Add: Exercise of stock options
The fair value for the above impact analysis is estimated on the date
of grant using the Black-Scholes-Merton model with the following
assumptions:
Particulars
Grant date
Weighted average share price(`) (1)
Exercise price (`) (1)
Expected volatility (%)
Expected life of the option (years)
Expected dividends (%)
Risk-free interest rate (%)
Weighted average fair value as on
grant date (`) (1)
3,355
(1)
in ` crore
As at March 31,
2016
2015
54
54
54
54
332
376
81
(44)
413
332
2,784
3,070
As at March 31,
2016
2015
572
1
2,213
286
2,784
2
7
1
8
10,505
1,579
12,084
4
1
5
2
9,288
1,217
10,505
3
1
4
591
591
36,483
28
31,453
21
13,678
12,372
591
50,780
43,846
2,297
3,273
5,570
1,134
1
1,723
3,388
5,111
1,034
1
591
1,579
41,905
56,682
1,217
36,483
50,164
Under the Swiss Code of Obligation, a few subsidiaries of Lodestone are required to
appropriate 5% of the annual profit to legal reserve until this equals 20% of the paid-up
share capital. To the extent it does not exceed one-half of the share capital, the general
reserve may be used only to cover losses or for measures designed to sustain the Company
through difficult times, to prevent unemployment or to mitigate its consequences.
(1)
The Special Economic Zone Re-investment Reserve has been created out of the profit of
eligible SEZ units in terms of the provisions of Section 10AA(1)(ii) of the Income-tax
Act,1961. The reserve should be utilized by the Company for acquiring new plant and
machinery for the purpose of its business in the terms of the Section 10AA(2) of the
Income-tax Act, 1961.
in ` crore
As at March 31,
2016
2015
178
89
389
50
68
77
55
906
241
111
299
51
48
74
30
854
334
39
373
533
316
2
318
536
Deferred tax assets and deferred tax liabilities have been offset
wherever the Group has a legally enforceable right to set off current
tax assets against current tax liabilities and where the deferred tax
assets and deferred tax liabilities relate to income taxes levied by the
same taxation authority.
As at March31, 2016 and March31, 2015, the Group has provided
for branch profit tax of `334 crore and `316 crore, respectively, for
its overseas branches, as the Group estimates that these branch profits
would be distributed in the foreseeable future. Thechange in provision
for branch profit tax includes `18 crore movement on account of
exchange rate during the year ended March31, 2016.
in ` crore
As at March 31,
2016
2015
47
47
46
33
126
50
Particulars
As at March 31,
2016
2015
86
28
167
525
27
177
1
1
141
1
7
74
5
7,601
3
6,920
in ` crore
As at March 31,
2016
2015
1,341
1,069
3,273
3,388
666
690
3,410
2,818
512
9,202
478
8,443
Particulars
Balance at the beginning
Provision recognized / (reversed)
Provision utilized
Exchange difference
Balance at the end
in ` crore
As at March 31,
2016
2015
1,104
1,162
1,332
5
1,237
869
1,052
3
2,189
80
1,296
1,984
53
904
The changes in the carrying value of fixed assets for the year ended March31, 2016 are as follows:
in ` crore, except as otherwise stated
Particulars
Tangible assets
LandLand- Buildings (1) Plant and
Office
Computer
Freehold Leasehold
equipment equipment (3) equipment (3)
Original cost
As at April1, 2015
Additions through acquisitions (3)
Additions during the year
Deductions / retirement during the year
Foreign exchange difference
As at March31, 2016
Depreciation and amortization
As at April1, 2015
Accumulated depreciation on acquired
assets (3)
For the year
Deductions / adjustments during the year (3)
Foreign exchange difference
As at March31, 2016
Net book value
As at March31, 2016
Intangible assets
Furniture
Leasehold Vehicles
and improvements
fixtures (3)
931
41
972
633
17
650
5,881
444
6,325
1,427
333
(1)
1,759
676
1
166
(6)
2
839
3,347
2
1,103
(396)
16
4,072
958
1
256
(7)
1
1,209
221
9
(1)
6
235
16
1,982
881
412
2,287
647
179
19
22
219
2,201
220
(1)
1,100
1
100
(5)
1
509
1
553
(237)
14
2,618
139
(6)
1
781
22
2
2
205
972
628
4,124
659
330
1,454
428
30
Total Goodwill
34 14,108
4
6 2,375
(12) (423)
1
26
29 16,090
Total
Intellectual Landuse
property rights
rights
and others
Total
3,595
881
4,476
42
2
(10)
(2)
32
71 3,708 17,816
881
885
2 2,377
(10) (433)
1
(1)
25
72 4,580 20,670
6,423
42
47
6,470
5
(7)
17
2
1,264
(254)
18
7,453
1
(10)
(2)
31
2
(10)
(2)
37
2
1,266
(264)
16
7,490
12
8,637
4,476
66 4,543 13,180
The changes in the carrying value of fixed assets for the year ended March31, 2015 are as follows:
in ` crore, except as otherwise stated
Particulars
Tangible assets
LandLandFreehold Leasehold
Original cost
As at April1, 2014
Additions through acquisitions (2)
Additions during the year
Deductions / retirement during the year
Foreign exchange difference
As at March31, 2015
Depreciation and amortization
As at April1, 2014
Accumulated depreciation on acquired assets (2)
For the year
Deductions / adjustments during the year (2)
Foreign exchange difference
As at March31, 2015
Net book value
As at March31, 2015
Buildings (1)
Plant and
Office
Computer
equipment equipment equipment (2)
Intangible assets
Furniture
Leasehold Vehicles
and improvements
(2)
(2)
fixtures
Total Goodwill
782
149
931
360
273
633
5,026
855
5,881
1,150
280
(3)
1,427
551
140
(14)
(1)
676
2,659
13
765
(82)
(8)
3,347
805
9
161
(10)
(7)
958
212
22
(10)
(3)
221
35 11,580
22
6 2,651
(6) (125)
(1)
(20)
34 14,108
16
16
1,794
188
1,982
703
181
(2)
(1)
881
345
81
(13)
(1)
412
1,965
(9)
387
(52)
(4)
2,287
530
(4)
128
(2)
(5)
647
169
16
(8)
2
179
18
6
(4)
(1)
19
2,244
1,351
3,595
58
1
(17)
42
5,524
(13)
1,003
(81)
(10)
6,423
45
13
(16)
42
931
617
3,899
546
264
1,060
311
42
15
7,685
3,595
Buildings include `250 being the value of five shares of `50 each in Mittal Towers Premises Co-operative Society Limited.
(2)
Includes certain assets having gross book value of `23 crore, accumulated depreciation of `14 crore and net book value of `9 crore taken over on acquisition of Panaya effective March5, 2015.
(3)
Includes certain assets having gross book value of `4 crore, accumulated depreciation of `2 crore and net book value of `2 crore taken over on acquisition of Kallidus, Skava and Noah.
(1)
Total
Intellectual Landuse
property
rights
rights (2)
Total
68 2,370 13,950
1,352 1,374
2,651
(17) (142)
3
3
(17)
71 3,708 17,816
3
1
5
48
14
(16)
1
47
5,572
(13)
1,017
(97)
(9)
6,470
66 3,661 11,346
During the quarter ended June 30, 2014, the Management, based
on internal and external technical evaluation, had reassessed the
remaining useful life of certain assets primarily consisting of buildings
and computers with effect from April1, 2014. Accordingly, the useful
lives of certain assets required a change from the previous estimate.
The Company has entered into lease-cum-sale agreements to acquire
certain properties. In accordance with the terms of some of these
agreements, the Company has the option to purchase or renew the
properties on expiry of the lease period.
2.8 Leases
Obligations on long-term, non-cancelable operating leases
The lease rentals charged during the year and the future minimum
rental payments in respect of non-cancelable operating leases are
asfollows:
in ` crore
Particulars
Lease rentals recognized during the year
Particulars
As at March 31,
2016
2015
372
168
873
442
395
168
2.9 Investments
Particulars
Non-current investments
Long-term investments at cost
Others (unquoted)
Investments in preferred stock and
equity instruments (Refer to Note 2.9.1)
Less: Provision for equity
investments
Others (Refer to Note 2.9.1)
Others (quoted)
Investments in tax-free bonds
(Refer to Note 2.9.2)
Investment in government bonds
(Refer to Note 2.9.2)
Long-term investments equity method
Trade (unquoted)
Investment in associate
DWA Nova LLC (Refer to Note 2.21)
Total non-current investments
Current investments
Current portion of long-term
investments
Quoted
Fixed maturity plans
(Refer to Note 2.9.3)
Investment in government bonds
(Refer to Note 2.9.2)
As at March 31,
2016
2015
99
6
93
22
115
6
1
1,599
1,300
1,599
4
1,304
103
103
1,817
93
93
1,398
30
5
5
30
Particulars
As at March 31,
2016
2015
68
68
842
842
2
2
75
1,892
872
2,270
1,606
1,703
1,334
1,376
292
942
Particulars
As at March 31,
2016
2015
Preferred stock
Airviz Inc.
2,82,279 (Nil) Series A Preferred Stock,
fullypaid-up, par value USD 0.001 each
ANSR Consulting
13
20
13
10
27
22
121
6
115
7
6
1
Particulars
7.34% Indian Railway Finance Corporation Limited Bonds 19FEB2028
8.30% National Highways Authority of India Bonds 25JAN2027
7.18% Indian Railway Finance Corporation Limited Bonds 19FEB2023
8.46% India Infrastructure Finance Company Limited Bonds 30AUG2028
8.46% Power Finance Corporation Limited Bonds 30AUG2028
8.35% National Highways Authority of India Bonds 22NOV2023
8.26% India Infrastructure Finance Company Limited Bonds 23AUG28
8.10% Indian Railway Finance Corporation Limited Bonds 23FEB2027
8.54% Power Finance Corporation Limited Bonds 16NOV2028
8.48% India Infrastructure Finance Company Limited Bonds 05SEP2028
7.93% Rural Electrification Corporation Limited Bonds 27MAR2022
8.20% Power Finance Corporation Limited Bonds 2022
8.00% Indian Railway Finance Corporation Limited Bonds 2022
7.28% National Highways Authority of India Bonds 18SEP30
7.28% Indian Railway Finance Corporation Limited 21DEC30
7.35% National Highways Authority of India Bonds 11JAN31
As at March31, 2015
Units Amount
21,00,000
211
5,00,000
53
20,00,000
201
2,000
200
1,500
150
1,500
150
1,000
100
5,00,000
53
5,00,000
50
450
45
2,00,000
21
5,00,000
51
1,50,000
15
64,56,450
1,300
The balances held in government bonds as at March31, 2016 and March31, 2015 are as follows:
in ` crore
Particulars
Fixed Rate Treasury Notes 1.62 PCT MAT DATE 7 SEPT 2016
Fixed Rate Treasury Notes 2.20 PCT MAT DATE 25 APR 2016
Fixed Rate Treasury Notes 1.00 PCT MAT DATE 25 APR 2016
Fixed Rate Treasury Notes 1.70 PCT MAT DATE 22 FEB 2017
Fixed Rate Treasury Notes 1.70 PCT PHY6972FW G18 MAT Date 22 FEB 2017
Fixed Rate Treasury Notes 1.96 PCT MAT DATE 27 JAN 2016
Fixed Rate Treasury Notes 7.00 PCT PIBD0716A488 MAT DATE 27 JAN 2016
100
60,000
1
60,000
1
100 2,00,000
3 2,00,000
3
100
10,000
100 1,50,000
2
100
10,000
100
10,000
4,70,000
7 2,80,000
4
Face value `
10
10
10
Particulars
SBI debt fund series A-28-Growth direct-367 days
SBI debt fund series A-31-Growth direct-367 days
UTI Fixed Term Income Fund Series XIX III (368 days)
Particulars
Reliance Money Manage Fund
Reliance Liquid Fund Cash Plan
ICICI Prudential Liquid Direct Plan
Reliance Liquid Fund Treasury Plan
BSL Cash Manager Growth
Units
32,925
2
16,07,064
2,07,283
3,89,089
22,36,363
Amount
7
16
31
14
68
Particulars
SBI Premier Liquid Fund Direct Plan
Daily Dividend
IDFC Cash Fund Direct Plan Daily
Dividend
140 | Consolidated financial statements
Units
Amount
9,97,094
100
29,30,197
293
Units
1,25,00,000
75,00,000
1,00,00,000
3,00,00,000
Particulars
Reliance Liquid Fund Treasury Plan
Direct Plan Daily Dividend Option
Reliance Mutual Fund Liquid
Birla Sun Life Mutual Fund Liquid
ICICI Liquid Plan Direct Plan Daily
Dividend
Amount
13
7
10
30
Units
Amount
9,81,551
4,08,049
47,37,327
150
45
48
2,05,44,807
3,05,99,025
206
842
in ` crore
As at March 31,
2016
2015
933
78
146
664
68
47
5,230
87
4,089
7
Particulars
Deferred contract cost
Loans and advances to employees
Housing and other loans
Unsecured, considered doubtful
Loans and advances to employees
Less: Provision for doubtful loans and
advances to employees
As at March 31,
2016
2015
333
Others
Advance to gratuity trust
(Refer to Note 2.24)
Restricted deposits (Refer to Note 2.28)
31
4,906
19
6,851
12
4,918
19
6,832
12
4,906
in ` crore
As at March 31,
2016
2015
4
62
66
Cash on hand
Balances with banks
In current and deposit accounts
Others
Deposits with financial institutions
Balances with banks in unpaid dividend
accounts
Deposit accounts with more than
12months maturity
Balances with banks held as margin
money deposits against guarantees
27
58
85
in ` crore
As at March 31,
2016
2015
200
200
182
182
11,330
89
11,419
89
11,330
11,330
9,713
184
9,897
184
9,713
9,713
25
6,832
in ` crore
As at March 31,
2016
2015
27,420
26,195
5,277
32,697
4,172
30,367
404
311
342
185
Cash and cash equivalents as of March 31, 2016 and March 31,
2015 include restricted cash and bank balances of `492 crore and
`364 crore, respectively. The restrictions are primarily on account
of cash and bank balances held by irrevocable trusts controlled by
the Company, bank balances held as margin money deposits against
guarantees and balances held in unpaid dividend bank accounts.
The deposits maintained by the Group with banks and financial
institutions comprise time deposits, which can be withdrawn by the
Particulars
As at March 31,
2016
2015
In current accounts
ANZ Bank, Taiwan
Axis Bank, India
Banamex Bank, Mexico
Banamex Bank, Mexico
(U.S. Dollar account)
Bank of America, Mexico
Bank of America, U.S.
Bank Zachodni WBK S.A, Poland
Bank of Tokyo-Mitsubishi UFJ, Ltd.,
Japan
Barclays Bank, U.K.
Bank Leumi, Israel (U.S. Dollar account)
Bank Leumi, Israel
(Israeli Sheqel account)
Bank Leumi, Israel (Euro account)
China Merchants Bank, China
Citibank N.A, China
Citibank N.A., China
(U.S. Dollar account)
Citibank N.A., Costa Rica
Citibank N.A., Czech Republic
Citibank N.A., Australia
Citibank N.A., Brazil
Citibank N.A., Dubai
Citibank N.A., India
Citibank N.A., Japan
Citibank N.A., New Zealand
Citibank N.A., Portugal
Citibank N.A., Singapore
Citibank N.A., South Africa
CitiBank N.A., South Africa
(Euro account)
Citibank N.A., Philippines,
(U.S. Dollar account)
CitiBank N.A., U.S.
CitiBank N.A., EEFC
(U.S. Dollar account)
Commerzbank, Germany
Crdit Industriel et Commercial Bank,
France
Deutsche Bank, India
Deutsche Bank, Philippines
Deutsche Bank, Philippines
(U.S. Dollar account)
Deutsche Bank, Poland
Deutsche Bank, Poland (Euro account)
Deutsche Bank, EEFC
(Australian Dollar account)
Deutsche Bank, EEFC (Euro account)
Deutsche Bank, EEFC (Swiss Franc
account)
Deutsche Bank, EEFC
(U.S. Dollar account)
Deutsche Bank, EEFC (United Kingdom
Pound Sterling account)
Deutsche Bank, Belgium
Deutsche Bank, Malaysia
Deutsche Bank, Czech Republic
Deutsche Bank, Czech Republic
(Euro account)
13
1
5
10
3
21
681
3
1
26
716
4
1
19
17
1
10
7
10
8
65
15
3
4
20
72
2
72
5
1
1
15
6
2
3
5
24
5
6
25
27
1
7
20
6
2
3
1
60
19
2
19
4
8
13
1
5
3
1
5
3
19
1
2
32
96
9
59
9
14
5
13
Particulars
Deutsche Bank, Czech Republic
(U.S. Dollar account)
Deutsche Bank, France
Deutsche Bank, Germany
Deutsche Bank, Netherlands
Deutsche Bank, Russia
Deutsche Bank, Russia
(U.S. Dollar account)
Deutsche Bank, Singapore
Deutsche Bank, Spain
Deutsche Bank, Switzerland
Deutsche Bank, United Kingdom
HSBC Bank, Brazil
HSBC Bank, Hong Kong
ICICI Bank, India
ICICI Bank, EEFC (U.S. Dollar account)
ING Bank, Belgium
Nordbanken, Sweden
Punjab National Bank, India
Raiffeisen Bank, Czech Republic
Raiffeisen Bank, Romania
Royal Bank of Scotland, China
Royal Bank of Scotland, China
(U.S. Dollar account)
Royal Bank of Canada, Canada
Santander Bank, Argentina
Santander Bank, Spain
State Bank of India, India
Silicon Valley Bank, U.S.
Silicon Valley Bank, (Euro account)
Silicon Valley Bank, (United Kingdom
Pound Sterling account)
Union Bank of Switzerland AG
Union Bank of Switzerland AG,
(Euro account)
Union Bank of Switzerland AG,
(Australian Dollar account)
Union Bank of Switzerland AG,
(U.S. Dollar account)
Union Bank of Switzerland AG,
(United Kingdom Pound Sterling
account)
Wells Fargo Bank N.A., U.S.
Westpac, Australia
In deposit accounts
Allahabad Bank
Andhra Bank
Axis Bank
Bank of Baroda
Bank of India
Canara Bank
Central Bank of India
Citibank
Corporation Bank
Deutsche Bank, Poland
Development Bank of Singapore
HDFC Bank Ltd.
ICICI Bank
IDBI Bank
Indian Overseas Bank
Indusind Bank
ING Vysya Bank
Jammu & Kashmir Bank
Kotak Mahindra Bank
National Australia Bank
142 | Consolidated financial statements
As at March 31,
2016
2015
28
10
17
6
2
20
2
8
2
1
4
1
1
170
5
1
72
10
3
15
4
5
4
5
1
25
3
44
30
14
3
7
45
78
8
5
65
47
16
2
1
2
66
16
19
15
5
12
12
28
4
23
6
1,994
1
38
6
1,470
948
1,340
77
2,115
1,538
125
1,285
237
2,650
4,049
1,900
1,250
250
25
537
1
200
171
1,495
2,394
2,691
3,006
1,383
1,277
121
35
2,097
3,166
856
651
75
100
5
87
Particulars
Oriental Bank of Commerce
Punjab National Bank
South Indian Bank
State Bank of India
Syndicate Bank
Union Bank of India
Vijaya Bank
Yes Bank
In unpaid dividend accounts
Axis Bank Unpaid dividend account
HDFC Bank Unpaid dividend account
ICICI Bank Unpaid dividend account
In margin money deposits against
guarantees
Canara Bank
Citibank
ICICI Bank
State Bank of India
Deposits with financial institutions
HDFC Limited
Total cash and cash equivalents as per
Balance Sheet
As at March 31,
2016
2015
1,967
1,580
18
592
23
27
2,310
1,266
407
140
1,051
304
466
724
604
25,079
24,537
2
1
2
5
1
2
3
132
3
150
57
342
128
57
185
5,277
5,277
4,172
4,172
32,697
30,367
in ` crore
As at March 31,
2016
2015
201
48
98
110
79
1,799
25
2,183
1,238
3,029
762
1,364
9
1,550
1,100
2,845
444
229
74
7
13
64
158
4
24
116
7,651
101
6,290
in ` crore
Particulars
Income from software services
Income from software products
in ` crore
2,734
64
3
165
262
3,128
158
14
480
44
3,430
2.17 Expenses
Particulars
Employee benefit expenses
Salaries and bonus including overseas
staff expenses
Contribution to provident and other
funds
Employee compensation expense
(Refer to Note 2.1)
Staff welfare
Cost of software packages and others
For own use
Third-party items bought for service
delivery to clients
Other expenses
Office maintenance
Power and fuel
Brand building
Rent
Rates and taxes, excluding taxes on
income
Repairs to building
Repairs to plant and machinery
Computer maintenance
Consumables
Insurance charges
Provision for post-sales client support
and warranties
Commission to non-whole-time
directors
Provision for bad and doubtful debts
and advances
Auditors remuneration
Statutory audit fees
Taxation matters
Other services
Reimbursement of expenses
Bank charges and commission
Contributions towards CSR
(Refer to Note 2.30)
Others
in ` crore
29,022
660
646
7
202
34,418
2
132
29,802
740
855
534
1,274
189
1,044
581
217
198
360
420
219
158
309
109
190
92
151
41
60
126
99
76
125
44
53
39
(46)
175
12
216
295
2,497
254
355
2,478
in ` crore
Particulars
Current tax
Income taxes
Deferred taxes
5,315
(14)
5,301
4,835
76
4,911
Income tax expense for the years ended March31, 2016 and March31,
2015 includes reversals (net of provisions) of `309 crore and `158
crore pertaining to earlier periods.
Income taxes
The provision for taxation includes tax liabilities in India on
theCompanys global income as reduced by exempt incomes and any
tax liabilities arising overseas on income sourced from those countries
as per Indian Income-tax Act, 1961. Infosys operations are conducted
through Software Technology Parks (STPs) and Special Economic
Zones (SEZs). Income from STPs were tax exempt for the first
10years from the fiscal year in which the unit commenced software
development, or March31, 2011 whichever is earlier. Incomefrom
SEZs is fully tax exempt for the first five years, 50% exempt for the
next five years and 50% exempt for another five years subject to
fulfilling certain conditions.
in ` crore
Particulars
As at March 31,
2016
2015
Contingent liabilities
Outstanding guarantees and counter
guarantees to various banks, in respect
of the guarantees given by those banks in
favor of various government authorities
and others
Claims against the Company, not
acknowledged as debts (2)
[Net of amount paid to statutory
authorities `4,409 crore (`3,598 crore)]
Commitments
Estimated amount of unexecuted capital
contracts (net of advances and deposits)
Other commitment (1)
56
43
284
264
1,486
79
1,574
(1)
(2)
Demand for fiscals 2007, 2008 and 2009 includes disallowance of a portion of the
deduction claimed by the Company under Section 10A of the Income-tax Act as determined
by the ratio of export turnover to total turnover. The disallowance arose from certain
expenses incurred in foreign currency being reduced from export turnover but not reduced
from total turnover. Demand for fiscals 2007, 2008, 2009, 2010 and 2011 also includes
disallowance of portion of profit earned outside India from the STP units under Section
10A of the Income-tax Act and disallowance of profits earned from SEZ units under Section
10AA of the Income-tax Act. The matters for fiscals 2007, 2008 and 2009 are pending
before the Commissioner of Income Tax (Appeals) Bangalore. The matter for fiscals 2010
and 2011 is pending before Honorable Income Tax Appellate Tribunal (ITAT) Bangalore.
TheCompany is contesting the demand and theManagement including its tax advisors
believes that its position will likely be upheld in the appellate process. The Management
believes that the ultimate outcome of these proceedings will not have a material adverse
effect on the Companys financial position and results ofoperations.
As at March 31,
2016
2015
in million in ` crore in million in ` crore
Forward contracts
outstanding
In USD
In Euro
In GBP
In AUD
In CAD
In SGD
In CHF
Options
outstanding
In USD
In Euro
510
100
65
55
25
125
3,379
750
623
281
173
828
6,034
716
67
73
98
12
25
4,475
447
671
466
59
114
6,232
Particulars
Not later than one month
Later than one month and not later than
three months
Later than three months and not later
than one year
As at March 31,
2016
2015
1,577
1,484
3,420
1,037
6,034
Country
India
China
Lodestone Management
Consultants Inc. (3)
Infosys Management
Consulting Pty Limited
(formerly Lodestone Management
Consultants Pty. Limited) (3)
3,781
967
6,232
Lodestone Augmentis
AG(2)(6)
Lodestone GmbH
in %
Holding as at
March31,
2016
2015
99.98
99.98
100
100
Mexico
100
100
Sweden
100
100
China
100
100
Lodestone Management
Consultants (Belgium)
S.A. (4)
Infosys Consulting GmbH
(formerly Lodestone Management
Consultants GmbH) (3)
Holding as at
March31,
2016
2015
Brazil
100
100
U.S.
100
100
U.S.
100
100
Czech
Republic
99.98
99.98
Poland
99.98
99.98
Mexico
U.S.
99.98
99.98
Australia
99.98
99.98
Australia
U.S.
Australia
100
100
India
100
100
Switzerland
100
100
U.S.
100
100
Australia
100
100
Switzerland
100
100
Switzerland
100
100
Switzerland
100
100
99.90
99.90
Germany
100
100
Singapore
100
100
France
100
100
Czech
Republic
100
100
Austria
100
100
China
100
100
U.K.
100
100
Belgium
Lodestone Management
Consultants GmbH (3)
Lodestone Management
Consultants Co., Ltd. (3)
Infy Consulting Company
Ltd. (formerly Lodestone
Management Consultants Ltd.) (3)
Country
Infosys Consulting AG
Name of subsidiary
Name of subsidiary
Name of subsidiary
Country
Holding as at
March31,
2016
2015
Netherlands
100
100
99.99
99.99
Poland
100
100
Portugal
100
100
Romania
100
100
Argentina
100
100
U.S.
U.S.
Israel
Germany
Australia
Japan
100
100
100
100
100
100
100
100
100
100
India
U.S.
100
100
U.S.
100
Canada
100
Brazil
Infosys Consulting
Sp. Z o.o.
(formerly Lodestone Management
Consultants Sp. z o.o.) (3)
Lodestone Management
Consultants Portugal,
Unipessoal, Lda (3)
S.C. Infosys Consulting
S.R.L.(formerly SC Lodestone
Management Consultants S.R.L.) (3)
Canada
Name of associate
Country
U.S.
Holding as at
March31,
2016
2015
16
20
Associate of Infosys Nova Holdings LLC. During the year ended March 31, 2015,
theGroup acquired 20% of the equity interests in DWA Nova LLC for a cash consideration
of `94 crore. The Company has made this investment to form a new company along with
Dream Works Animation (DWA). The new company, DWA Nova LLC, will develop and
commercialize image generation technology to provide end-to-end digital manufacturing
capabilities for companies involved in the design, manufacturing, marketing or distribution
of physical consumer products. As of March31, 2016, Infosys Nova holds 16% of the equity
interest in DWA Nova LLC.
(1)
Whole-time directors
S. D. Shibulal
Srinath Batni
B. G. Srinivas
(resigned effective June 10, 2014)
in ` crore
Name of entity
U. B. Pravin Rao
Non-whole-time directors
N. R. Narayana Murthy
S. Gopalakrishnan
K. V. Kamath
R. Seshasayee
Kiran Mazumdar-Shaw
Ravi Venkatesan
Carol M. Browner
(resigned effective November23, 2015)
Roopa Kudva
Executive officers
M. D. Ranganath
David D. Kennedy
Chief Financial Officer and Executive Vice Executive Vice President, General Counsel
President (effective October12, 2015)
and Chief Compliance Officer (effective
November1, 2014)
Rajiv Bansal
Srikantan Moorthy
Parvatheesam K.
Company Secretary (resigned effective
January10, 2015)
Company secretary
A. G. S. Manikantha
(appointed effective June22, 2015)
30
10
111
9
39
Includes stock compensation expense of `7 crore for the year ended March31, 2016
(`2crore for the year ended March31, 2015) to the CEO in line with the compensation
plan approved by the shareholders.
(2)
Includes payables to the CFO who stepped down w.e.f. October12, 2015.
(3)
Includes payment of variable pay amounting to `14 crore for the year ended March31,
2015 to the CEO as decided by the nomination and remuneration committee in line with
the compensation plan approved by the shareholders.
(4)
Includes provision for variable pay amounting to US$4.33 million (approximately
`29crore) for the year ended March31, 2016 to the CEO. The shareholders in the EGM
dated July 30, 2014 had approved a variable pay of US$4.18 million (approximately`28
crore at current exchange rate) at a target level and also authorized the Board to alter and
vary the terms of remuneration. Accordingly, the Board based on the recommendations of
the nominations committee approved on April15, 2016, US$4.33 million (approximately
`29crore) as variable pay for the year ended March31, 2016.
(1)
Infosys Ltd.
Indian
Subsidiaries
Infosys BPO
EdgeVerve
Skava Systems
Foreign
Subsidiaries
Infosys China
Infosys Mexico
Infosys Sweden
Infosys Shanghai
Infosys Brasil
Infosys Public
Services
Infosys Americas
Infosys (Czech
Republic) Limited
s.r.o (formerly
Infosys BPO s.r.o)
Infosys BPO
(Poland) Sp Z.o.o
Infosys McCamish
Systems LLC
Portland Group
Pty. Limited
Infosys Australia
Infosys Lodestone
Lodestone
Management
Consultants Inc.
Lodestone
Management
Consultants Pty
Limited
Infosys Consulting
AG
Lodestone
Augmentis AG
Hafner Bauer &
dman GmbH
Lodestone
Management
Consultants
(Belgium) S.A.
Infosys Consulting
GmbH
Infosys Consulting
Pte Ltd.
Infosys Consulting
SAS
Infosys Consulting
s.r.o.
Lodestone
Management
Consultants
GmbH
Net assets
Share in profit or loss
as % of Amount
as % of Amount
consolidated
consolidated
net assets
profit or
loss
89.2 57,157
96.0 15,786
5.4
1.8
0.0
3,475
1,152
15
3.5
(0.5)
0.0
570
(90)
6
0.2
0.1
(0.1)
1.1
0.1
107
96
(40)
677
90
(0.5)
0.1
(0.1)
0.0
0.2
(86)
15
(17)
(1)
29
0.4
0.0
271
1
0.7
0.0
111
0.1
50
0.0
0.6
358
0.6
95
0.1
53
0.2
25
0.2
0.1
0.5
103
37
301
0.2
0.0
0.0
31
1
6
0.0
18
0.1
22
0.0
(20)
0.0
(6)
0.1
88
0.3
43
0.0
0.0
0.0
0.0
0.0
(22)
0.0
(4)
0.1
33
(0.1)
(11)
(0.1)
(45)
(0.1)
(9)
0.0
(9)
0.0
(7)
0.0
0.0
0.0
(2)
0.0
Name of entity
Lodestone
Management
Consultants Co.,
Ltd.
Infosys Consulting
Ltd.
Infy Consulting
B.V.
Infosys Consulting
Ltda.
Infosys Consulting
Sp. Z o.o.
Lodestone
Management
Consultants
Portugal,
Unipessoal, Lda
S.C. Infosys
Consulting S.R.L.
Infosys Consulting
S.R.L.
Infosys Nova
Panaya
Panaya Ltd.
Panaya GmbH
Panaya Japan Co.
Ltd.
Kallidus
Noah
Noah Canada
Subtotal
Adjustment
arising out of
consolidation
Minority interest
in subsidiaries
Associates
DWA Nova LLC
Controlled Trusts
Total
Net assets
Share in profit or loss
as % of Amount
as % of Amount
consolidated
consolidated
net assets
profit or
loss
(0.1)
(33)
(0.1)
(19)
0.1
44
0.0
0.0
15
0.1
12
0.0
23
(0.1)
(10)
0.0
0.0
0.0
(2)
0.0
0.0
0.0
0.0
0.2
0.1
(0.2)
0.0
3
99
66
(129)
(4)
0.0
0.0
0.0
(0.4)
0.0
6
(71)
(3)
0.0
0.1
0.0
0.0
100
(2)
77
(6)
(12)
64,102
0.0
0.3
(0.3)
0.0
100
1
51
(57)
(2)
16,439
(6,382)
(2,779)
3
103
57,826
(3)
21
13,678
in ` crore
174
160
31
538
15
513
31
712
15
673
The eligible R&D revenue and capital expenditure are `174 crore and
Nil for the year ended March31, 2016 and `160 crore and Nil for the
year ended March31, 2015.
During the years ended March31, 2016 and March31, 2015 the Group has claimed
weighted tax deduction on eligible research and development expenditure based on the
approval received from Department of Scientific and Industrial Research (DSIR) on
November23, 2011, which has been renewed effective April2014. The weighted tax
deduction is equal to 200% of such expenditure incurred.
(1)
Industry segments
Years ended March31, 2016 and March31, 2015:
in ` crore
Particulars
Income from software services and products
Identifiable operating expenses
Allocated expenses
Segmental operating income
FSI
20,624
17,721
9,991
8,384
4,876
4,147
5,757
5,190
MFG &
HI-TECH
14,559
12,470
7,350
6,322
3,574
3,053
3,635
3,095
ECS
RCL
LSH
Total
12,031
10,562
5,601
5,011
2,949
2,578
3,481
2,973
10,421
8,966
5,016
4,083
2,558
2,194
2,847
2,689
4,806
3,600
2,226
1,791
1,180
881
1,400
928
62,441
53,319
30,184
25,591
15,137
12,853
17,120
14,875
1,266
1,021
3,128
3,430
18,982
17,284
5,301
4,911
(3)
(1)
13,678
12,372
Unallocable expenses
Other income
Profit before tax
Tax expense
Share in net profit / (loss) of associate
Profit for the year
Geographic segments
Years ended March31, 2016 and March31, 2015:
in ` crore
Particulars
Income from software services and products
Identifiable operating expenses
Allocated expenses
Segmental operating income
Unallocable expenses
Other income, net
Profit before tax
Tax expense
Share in net profit / (loss) of associate
Profit for the year
North
America
39,139
32,794
19,278
15,647
9,599
8,021
10,262
9,126
Europe
India
14,373
12,829
6,938
6,260
3,512
3,120
3,923
3,449
1,623
1,284
711
704
338
268
574
312
Rest of the
World
7,306
6,412
3,257
2,980
1,688
1,444
2,361
1,988
Total
62,441
53,319
30,184
25,591
15,137
12,853
17,120
14,875
1,266
1,021
3,128
3,430
18,982
17,284
5,301
4,911
(3)
(1)
13,678
12,372
Particulars
Obligations at year beginning
Service cost
Interest cost
Addition through business acquisition
Actuarial (gain) / loss
Benefits paid
Obligations at year end
As at March 31,
2016
2015
816
707
118
95
61
60
1
23
70
(75)
(116)
944
816
Particulars
As at March 31,
2016
2015
836
81
(6)
111
(75)
947
717
69
4
162
(116)
836
947
944
4
(1)
836
816
27
(7)
7.80
9.50
8.00
7.80
9.50
8.00
in ` crore
Particulars
Obligations at year end
Plan assets at year end, at fair value
Funded status surplus
Funded status deficit
Experience adjustments
(Gain) / loss
Experience adjustment on plan liabilities
Experience adjustment on plan assets
Net gratuity cost for the years ended March31, 2016 and March31,
2015 comprises the following components:
in ` crore
Particulars
118
61
(81)
29
(4)
123
95
60
(69)
66
(4)
148
75
73
As at March31, 2016 and March31, 2015, the plan assets have been
primarily invested in insurer-managed funds. The estimates of future
salary increases, considered in actuarial valuation, take account of
inflation, seniority, promotion and other relevant factors such as
supply and demand factors in the employment market. The Group
expects to contribute approximately `98 crore to the gratuity trust
during fiscal 2017.
2016
944
947
4
(1)
2015
816
836
27
(7)
As at March 31,
2014
707
717
10
23
6
15
(4)
16
3
2013
652
681
29
2012
600
613
13
(50)
14
Particulars
Plan assets at year end, at fair value
Present value of benefit obligation at year end
Asset recognized in Balance Sheet
2016
3,808
3,808
2015
2,912
2,912
As at March 31,
2014
2,817
2,817
2013
2,399
2,399
2012
1,816
1,816
As at March 31,
2016
2015
7.80
7.80
8.75
8.60
8.75
8.60
2.26 Superannuation
Component
Fixed assets
Net current assets
Goodwill
Total consideration
Particulars
(1)
Component
Net current assets (1)
Goodwill
Total consideration
(1)
Component
Net current assets (1)
Goodwill
Total consideration
(1)
Particulars
Construction /
acquisition of any asset
On purposes other than
the above
In cash
Yet to be paid
in cash
Total
216
216
in ` crore
4,835
76
12,373
(1)
12,372
13,678
13,678
12,372
12,372
Supreet Sachdev
R. Seshasayee
U. B. Pravin Rao
Partner
Chairman
Roopa Kudva
M. D. Ranganath
A. G. S. Manikantha
Director
Company Secretary
Shareholder information
Corporate
Infosys was incorporated in Pune, in 1981, as Infosys Consultants
Private Limited, a private limited company under the Indian
Companies Act, 1956. In 1983, the corporate headquarters was
relocated to Bangalore. The name of the Company was changed to
Infosys Technologies Private Limited in April 1992 and to Infosys
Technologies Limited in June 1992, when the Company became a
public limited company. We made an initial public offering in February
1993 and were listed on stock exchanges in India in June 1993.
Trading opened at `145 per share, compared to the IPO price of `95
per share. In October 1994, we made a private placement of 5,50,000
shares at `450 each to Foreign Institutional Investors (FIIs), Financial
Institutions (FIs) and body corporates.
In March 1999, we issued 20,70,000 American Depositary Shares
(ADSs) (equivalent to 10,35,000 equity shares of par value `10 each)
at US$34 per ADS under the ADS Program, and the same were listed
on the NASDAQ National Market. All the above data is unadjusted
for stock split and bonus shares. During July 2003, June 2005 and
November 2006, we successfully completed secondary sponsored
ADR issues of US$294 million, US$1.1 billion and US$1.6 billion,
respectively.
During fiscal 2012, we changed our name from Infosys Technologies
Limited to Infosys Limited to mark the transition from being a
technology services provider to a business transformation partner for
our clients.
During fiscal 2013, we delisted our ADSs from NASDAQ, and listed
the same in the New York Stock Exchange (NYSE), Euronext London
and Euronext Paris markets. The delisting and listing was made to
leverage the Euronext partnership, since both the U.S. and Europe are
home to many of our investors, clients and employees.
The Companys financial year begins on April 1 and ends on March31,
every year. The address of our registered office is Electronics City,
Hosur Road, Bangalore 560 100, Karnataka, India.
1986
1:1
1989
1:1
1991
1:1
1992
1:1
1994
1:1
1997
1:1
1999
1:1
2005
3:1
2007
1:1
2015
1:1
(1)
2016
1:1
Notes: In addition to issuing the above bonus shares, the Company split the stock in the ratio of 2 to 1 in fiscal 2000.
(1) The Company had allotted bonus shares in the ratio of 1:1 pursuant to a bonus issue approved by shareholders in June 2015.
Dividend policy
Unclaimed dividend
Section 205A of the Companies Act, 1956 (Section 124 of the
Companies Act, 2013) mandates that companies transfer dividend
that has been unclaimed for a period of seven years from the unpaid
dividend account to the Investor Education and Protection Fund
(IEPF). In accordance with the following schedule, the dividend for
the years mentioned as follows, if unclaimed within a period of seven
years, will be transferred to the IEPF:
Year
2009
2010
2011
2012
2013
2014
2015
2016
Type of
Dividend
Date of
dividend per share declaration
(`)
Final
13.50 Jun 20, 09
Interim
10.00 Oct 09, 09
Final
15.00 Jun 12, 10
40.00 Oct 15, 10
Interim (2)
Final
20.00 Jun 11, 11
Interim
15.00 Oct 12, 11
32.00 Jun 09, 12
Final (3)
Interim
15.00 Oct 12, 12
Final
27.00 Jun 15, 13
Interim
20.00 Oct 18, 13
Final
43.00 Jun 14, 14
Interim
30.00 Oct 10, 14
Final
29.50 Jun 22, 15
Interim
10.00 Oct 12, 15
Due date
for transfer
Amount
(`) (1)
Jul 25, 16
16,12,793
Nov 14, 16
13,46,070
Jul 17, 17
17,76,615
Nov 20, 17
28,87,200
Jul 16, 18
21,39,240
Nov 17, 18
17,86,860
Jul 14, 19
27,30,720
Nov 17, 19
19,27,200
Jul 20, 20
29,17,566
Nov 23, 20
32,86,720
Jul 19, 21
26,46,994
Nov 14, 21
24,45,600
Jul 23, 22
31,81,634
Nov 17, 22 1,73,73,370
(1)
(2)
(3)
Amount (`)
40,98,537
13,06,229
11,06,794
Fiscal year
2016
2015
2014
Investor services
Tentative calendar
Quarter
ending
Jun 30, 2016
Sep 30, 2016
Dec 31, 2016
Mar 31, 2017
Earnings release
Investor awareness
We are committed to maintaining the highest standards of corporate
governance. In continuation of our efforts in that direction, we have
provided a synopsis of some of your rights and responsibilities as a
shareholder on our website, www.infosys.com. We encourage you to visit
our website and read the document. We hope that the document will
give you appropriate guidance, and answer any questions regarding
your rights as a shareholder.
Number of
shareholders
Demat mode
NSDL
CDSL
Total
Physical mode
Grand total
shares
% to total
equity
4,36,166 2,26,35,03,390
1,50,144
2,86,10,623
5,86,310 2,29,21,14,013
431
48,30,651
5,86,741 2,29,69,44,664
98.54
1.25
99.79
0.21
100
Secretarial audit
Pursuant to Section 204 of the Companies Act, 2013 and Rules
thereunder, the Board of Directors of the Company appointed
Parameshwar G. Hegde, Practicing Company Secretary, to conduct
Secretarial Audit of records and documents of the Company.
TheSecretarial Audit Report confirms that the Company has complied
with all the applicable provisions of the Companies Act, 2013,
Depositories Act, 1996, Listing Agreements with the Stock Exchanges,
and all the Regulations and Guidelines of the Securities and Exchange
Board of India (SEBI), as applicable to the Company. The audit also
covers the reconciliation on a quarterly basis, the total admitted capital
with NSDL and CDSL, and the total issued and listed capital. The audit
has confirmed that the total issued / paid-up capital is in agreement
with the aggregate total number of shares in physical form and the total
number of dematerialized shares held with NSDL and CDSL. Further,
the Company voluntarily adheres to the various Secretarial Standards
issued by the Institute of Company Secretaries of India.
Investor complaints
Nature of complaints
Dividend / Annual
Report related
Received
2016
2015
594
492
Attended
2016
2015
594
492
Legal proceedings
There are certain pending cases related to disputes over title to shares
in which we had been made a party. However, these cases are not
material in nature.
No of shares
13,22,74,300
5,51,04,357
5,46,82,320
4,64,11,362
%
5.76
2.40
2.38
2.02
3,29,07,798
1.43
2,97,85,427
1.30
2,90,66,065
1.27
Insurance company
(2)
Foreign institutional investor
(3)
Indian mutual fund
(4)
Foreign portfolio investor
(1)
No. of
cases
8,124
1,14,399
2,38,855
89,384
59,113
40,300
14,786
14,037
2,594
5,149
5,86,741
% to
No. of shares
cases
1.38
8,124
19.50
7,67,106
40.71
69,68,875
15.23
70,86,339
10.08
92,63,149
6.87
1,34,54,907
2.52
1,08,80,029
2.39
3,17,17,985
0.44
1,88,06,607
0.88 2,19,79,91,543
100.00 2,29,69,44,664
% to
equity
0.00
0.03
0.30
0.31
0.40
0.59
0.48
1.38
0.82
95.69
100.00
NSE
INFY
INFY.NS
INFO IS
India
BSE
500209
INFY.BO
INFO IB
Global
NYSE
INFY
INFY.K
INFY UN
The listing fees for fiscal 2016 have been paid for all of the above stock
exchanges in India and overseas.
ISIN Code for ADS: US4567881085
Shareholding pattern
Shareholding pattern of the Company in detail is presented in MGT-9 enclosed to the Boards report as Annexure 6.
High (`)
BSE
Low (`)
1,122.00
1,030.50
1,031.50
1,127.75
1,186.00
1,165.35
1,219.00
1,155.60
1,110.00
1,169.70
1,193.60
1,234.65
966.30
955.00
968.50
932.55
1,045.00
1,052.35
1,087.10
1,012.25
1,023.50
1,031.85
1,067.00
1,089.00
Volume (No.)
High (`)
NSE
Low (`)
87,26,194
86,09,212
51,67,426
51,87,880
40,63,176
29,54,461
46,61,304
28,40,405
31,07,839
46,56,171
45,50,793
38,44,043
5,83,68,904
1,122.50
1,030.95
1,032.00
1,149.00
1,186.20
1,168.95
1,219.80
1,157.60
1,110.00
1,170.00
1,194.95
1,237.00
966.15
954.00
968.00
932.65
1,044.50
1,052.30
1,085.20
1,011.25
1,022.55
1,030.85
1,067.00
1,094.80
FY 2015-16
FY 2014-15
FY 2013-14
11,05,82,190
8,20,35,184
6,98,87,272
8,85,45,667
8,79,08,192
8,26,06,053
8,94,34,980
5,62,77,522
5,83,22,483
7,82,68,786
5,38,47,523
7,88,00,532
93,65,16,384
Volume
(BSE & NSE)
(No.)
11,93,08,384
9,06,44,396
7,50,54,698
9,37,33,547
9,19,71,368
8,55,60,514
9,40,96,284
5,91,17,927
6,14,30,322
8,29,24,957
5,83,98,316
8,26,44,575
99,48,85,288
49
62
61
52
67
66
Volume (No.)
3
5
5
High ($)
Low ($)
High (`)
Low (`)
Volume (No.)
18.22
16.10
16.36
17.90
18.23
19.16
19.46
18.61
17.06
18.07
17.90
19.32
15.44
15.26
15.30
15.32
15.90
16.75
17.24
15.72
15.87
15.76
15.91
17.12
1,155.69
1,027.50
1,041.31
1,148.11
1,212.11
1,256.70
1,270.15
1,240.91
1,128.69
1,224.97
1,224.90
1,280.14
979.36
973.89
973.85
982.62
1,057.19
1,098.63
1,125.25
1,048.21
1,049.96
1,068.37
1,088.72
1,134.37
16,50,37,564
9,78,63,386
9,74,95,490
9,40,30,657
8,82,77,233
8,96,57,860
11,01,86,101
7,66,10,364
6,72,57,134
10,29,96,871
11,97,22,502
8,12,34,527
1,19,03,69,689
(%)
1,500
10.00
1,250
8.00
1,000
6.00
750
4.00
500
2.00
250
Apr 15
May 15
Jun 15
Jul 15
Aug 15
Sep 15
Oct 15
Nov 15
Dec 15
Jan 16
Feb 16
Mar 16
ADR (`)
1,156
1,028
1,041
1,148
1,212
1,257
1,270
1,241
1,129
1,225
1,225
1,280
Equity (`)
1,122
1,031
1,032
1,128
1,186
1,165
1,219
1,156
1,110
1,170
1,194
1,235
3.00
(0.29)
0.87
1.77
2.19
7.90
4.18
7.35
1.71
4.70
2.60
3.64
Premium (%)
(2.00)
Outstanding ADSs
Our ADSs, as evidenced by American Depositary Receipts (ADRs), are traded in the U.S. on the NYSE at New York, Euronext London and Euronext
Paris under the ticker symbol INFY. The currency of trade of ADS in the U.S. is USD and at London and Paris is Euro (EUR). Each equity share
is represented by one ADS. The ADRs evidencing ADSs began trading on the NYSE, New York, from December12, 2012, and Euronext London
and Paris from February20, 2013, when they were listed pursuant to the Listing Agreement entered with the NYSE. Ason March31, 2016, there
were 30,199 record holders of ADRs evidencing 385,317,937 ADSs (1 ADS = 1 equity share).
100
80
60
Apr 15
May 15
Jun 15
Jul 15
Aug 15
Sep 15
Infosys
Oct 15
Nov 15
Dec 15
Jan 16
Feb 16
Mar 16
Sensex
6,00,000
Relative to index
5,00,000
4,00,000
3,00,000
2,00,000
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Infosys
Mar 2016
Feb 1993
1,00,000
BSE index
Investor contacts
For queries relating to financial statements
M. D. Ranganath
Aruna C. Newton
Investor correspondence
Sandeep Mahindroo
Contact person
Shobha Anand
Tel: 91 40 67161559
Email: shobha.anand@karvy.com
Company Secretary
India
Deutsche Bank AG, Filiale Mumbai
Global Transaction Banking / Global Equity Services
Depositary Receipts, The Capital, C-70, G Block
Bandra Kurla Complex, Mumbai 400 051, India
Tel: 91 22 7180 4444 Fax: 91 22 7180 4122
Outside India
New York
BSE Ltd.
Phiroze Jeejeebhoy Towers
Dalal Street, Kala Ghoda, Mumbai 400 001, India
Tel: 91 22 2272 1233 Fax: 91 22 2272 1919
London
Euronext, London
Juxon House, 100 St. Pauls Churchyard
London EC4M 8BU
Tel: 44 20 7280 6850 / 44 20 7076 0900
Paris
Euronext, Paris
14, place des Reflets
92054 Paris La Dfense Cedex
Tel +33 (0)1 70 48 24 00
RESPONSIBLE BUSINESS
The vision of Infosys (the Company) to be a
globally-respected corporation continues to be the
cornerstone of our governance. This principle also
guides our continuous efforts to earn the respect of
all our stakeholders. Itis, therefore, our responsibility
to respect and adhere to ethical practices in all
aspects of our business. TheInfosys Code of Conduct
and Ethics Policy helps maintain the standards of
business conduct across the Group and applies to
employees, suppliers, vendors, agents, contractors,
representatives, consultants or any other third-party
agent working on behalf of theCompany.
Our values articulate the behavior expected from all
employees, contractors and suppliers and are the
foundation for all processes and practices.
Client value
: To surpass client expectations
consistently
Leadership by example: To set high standards
in our business and transactions, and be an
exemplar for the industry
Integrity and transparency: To be ethical, sincere
and open in all our transactions
Fairness: To be objective and transactionoriented,
and thereby earn trust and respect
Excellence: To strive relentlessly and constantly
improve ourselves, our teams, services and
products, and become the best
Board governance
The Infosys Board of Directors (the Board) has
developed a robust corporate governance framework
to ensure we conduct our business responsibly.
Thenomination and remuneration committee of the
Board is responsible for appointments to the Board.
For this, the committee follows a set of criteria based
on the belief that an active, diverse, wellinformed and
independent Board will ensure the highest standards
of corporate governance. Inline with our principles
of corporate governance, the Board oversees how
the Management serves and protects the longterm
interests of our stakeholders. As on March31, 2016,
the majority of our Board members seven out of
nine are independent members. We follow the
practice of nominating an independent director
as the chairperson of our committees, namely, the
Corporate policies
Our corporate governance practices apply across
the Infosys Group and extend to our suppliers
and partners too. Our code of conduct and ethics
complies with the legal requirements of applicable
laws and regulations, including antibribery and
anticorruption, the ethical handling of conflicts of
interest, and the fair, accurate and timely disclosure
of reports and documents that are filed with the
required regulatory bodies. Every employee
attends a session on Company values during his
or her induction, and agrees to follow our code
of conduct and ethics. Additional policies, such
as the Whistleblower Policy and Gift Policy, and
the presence of a strong grievance redressal body
help us maintain an uncompromising stand on
valuetransgressions.
Focus on sustainability
Our sustainability strategy includes economic,
environmental and social imperatives, while paying
attention to the needs and expectations of our
internal and external stakeholders. Our leaders have
been championing sustainability initiatives through
global forums and bodies. Regular discussions and
reviews with the Board and its committees, senior
management and other stakeholders help us work
consistently towards fulfilling the expectations of our
direct and indirect stakeholders.
A sustainability council, headed by our
Chief Operating Officer (COO), U. B. Pravin Rao,
reviews progress on sustainability actions at
regularintervals.
Clients
Employees
Investors
Vendors / Alliance partners
Governments / Regulatory bodies
Local communities
Our employee distribution across region and gender over the last three years is as follows:
Region
India
APAC
Americas
EMEA
Total
No. of grievances
85
408
354
814
1,661
381
1,280
1,661
Fiscal 2016
62
1
61
Total no. of
employees
18
5
252
14
769
183
109
842
2,404
No. of employees
covered under CBA
18
5
252
14
769
183
109
275
2,404
(1)
(1)
The average training effort across all employee categories over the last three years is as follows:
Role-wise
distribution
Associate
Middle
Senior
Title holders
Others (1)
Total
Employee
count
Fiscal 2016
Fiscal 2015
Fiscal 2014
Training
days
92,119 18,89,390
73,687 1,89,434
24,153
42,227
572
666
3,513
601
1,94,044
Average
training
days
25
4.4
2.74
0.49
1,60,405
Scope: The senior leadership has specialized enabling programs, such as, coaching, mentoring and one-on-one development,
which are not included in the above table.
Employee role mapping is in progress for entities acquired in fiscal 2016.
(1)
Gold winners
Innovation Culture
People Development
Zero Distance
Vasudev Kamath
Srinivas Kamadi
Shruthi Bopaiah
Ramakrishnan M.
Nilofer Rohini Dsouza
Nanjappa B. S.
Manjunatha Gurulingaiah Kukkuru
Gopikrishnan Konnanath
Archana Achal
Anand J. Raghavan
Complex / Business
Transformation Program
Management
Rainbow Divestment Testing New Bank
Yogita Sachdeva
Vijaya Patnaik
Vandna Aggarwal
Suryanarayanan M. S.
Shiva Sharma Kakkar
Ruchi Mitter
Nipun Verma
Janardhana Channagiri
Gopinath Athisiva Arunachalam
Dinesh Chauhan
Value Champions
Exemplifying CLIFE Principles
Manoj Philip Mathen
Infosys Champions
Emerging Technology Champion
Sudhanshu Madhaorao Hate
Sustainability / Social
Consciousness
First Campus in India Running on 100%
Renewable Energy
Ramesh Rame Gowda
Rakesh Bohra
Mani Radha Krishnan
Pawan Kumar Chaudhary
Pavan Agrawal
Ganesh Babu Talari
Deepan Prakash Devadoss
Balasubramaniam P.
Development Center
Management Large
Chennai
Thothathri V.
Muthuvel G.
Development Center
Management Small
Thiruvananthapuram
Sunil Jose
Client Experience
Service Line Engineering Services (Eng)
Sudip Singh
Collaboration
Zero Bench for Maximizing our Potential
Vidya Lakshmi Hariharan
Sudhanshu Madhaorao Hate
Shalini A. Nair
Saraswathi Chandrasekharan
Radhakrishna S.
Neha Kothari
Manisha Sanjay Saboo
John Philip R.
Gururaj B. Deshpande
Ajay M. A.
Technology Excellence
Wi-Fi Proximity / Location-based Solution
Vijayalakshmi Mallenahalli Siddaiah
Vagish Honnali Vasudev
Saravanan Kolandha Gounder
Roshan Raghav Hegde
Ramamoorthy Makkithaya
Priya Sharma
Mohit Gupta
Anjan Babu Etha
Loyalty Earn Manager (Bonus Reversal)
Vaibhav Singhal
Surya Prakash Pandey
Saurabh Nayar
Saravana Tharmalingam
Renu Shyam Agarwal
Prashanth Reddy M.
Ananth Kumar Yeleswarapu
Amala Lam
Client Delight
New Products Launch Program for an
American Diversified Financial Services
Company
Suraj Panwar
Sai Sujan Angadi
Manu Juneja
Manikandan Harikrishnan
Lokesh Gangadhar
Henry He
Jaydeep Satpathy
Chandrasekar Rangarajan
STAKEHOLDER ENGAGEMENT
Infosys stakeholders include our clients, employees, investors, vendors / partners, government and
localcommunities. Our vision to earn the respect of our stakeholders informs and guides our actions. A robust
engagement process ensures our attention to stakeholder requirements and feeds into the materiality exercise.
Definedcommunication channels ensure focused engagement through the year.
Governments /
Regulatory bodies
Investors
Vendors /
Alliance partners
Stakeholder engagement
Local communities
Clients
Employees
Frequency of communication :
(1)
Annual
(2)
Quarterly
(3)
Monthly
(4)
Trigger-based
(5)
Regulatory compliance-based
(6)
Targeted
(7)
Need-based communication
Materiality determination
Sustainability disclosures
In keeping with our commitment to make regular
and focused sustainability disclosures:
We participate in various assessments including
the Carbon Disclosure Project (CDP), the Global
Reporting Initiative (GRI), the Dow Jones
Sustainability Index (DJSI), and national and
international awards for our Green Initiatives.
These assessments and awards help us benchmark
our practices and learn from other practitioners
aswell.
Our compliance and risk management office
periodically evaluates our business according
to global regulatory requirements to ensure
organizational preparedness.
For more information on materiality and stakeholder
inclusivity, visit http://www.infosys.com/investors/
reports-filings.
Conservation of resources
Energy
The Infosys Command Center in Bangalore manages about 45millionsq.ft. of area across our campuses
Emissions
We strive to reduce our carbon emissions through
specific initiatives and taking this further, we have
made a voluntary commitment to become carbon
neutral. To offset our scope 1 and 3 emissions,
we made a conscious choice to source our offsets
from community projects that create real and
lasting socioeconomic benefits. By supporting
such projects throughout its lifecycle, we are not
only catalyzing these projects, but also creating
socioeconomic value. This fiscal, we started three
carbon offset projects including a household biogas
project and two high-efficiency biomass cook stove
projects. Together, they will generate approximately
30% of our carbon offset requirement in 201718.
Water
All of our new buildings are designed with the
most optimal standard of fresh water requirement
16 liters per capita per day, which is nearly 65%
lower compared to the requirement of the National
Building Code.
This has been achieved with our strategy to reduce
consumption with water efficient technologies and
equipment, recycle 100% of the waste water and
reuse treated waste water for flushing, landscaping
and cooling purposes within the campus.. We have
worked towards measures to sequester rainwater to
the maximum possible levels and today, we have 149
recharge wells and 25 lakes that enable recharging
groundwater across our campuses. We ensure that
the efficiency is maintained by continuous monitoring
of water consumption through smart water metering.
Our massive smart water metering program enables
us to monitor all our water consumption online
from a central location and has helped us plan
water efficiency programs.. These initiatives have
resulted in significant reduction in the per capita
fresh water consumption across our campuses. It has
also fetched benefits like reduced dependence on
municipal supply of water, minimized operational
business risks and at the same time enhanced water
access to others.
Waste
Our initiatives are spread across three dimensions
influencing social behavior, process optimization and
the implementation of technology. We have installed
biogas plants to convert food waste into biogas,
organic waste converters to convert food and garden
waste into rich manure and a vermicomposting
system for paper waste, among other initiatives.
Thisyear, we installed biogas plants of 5.5 tons per
day capacity in different campuses to convert food
waste into biogas that was then used in the kitchen
of our food courts. This has a potential to save about
300 kilograms of cooking gas (LPG) perday.
Biodiversity
We believe that a rich biodiversity plays a vital
role in the creation of a healthy and sustainable
environment. We make every effort to conserve and
promote biodiversity at all our owned facilities and
encourage our employees and stakeholders to do
the same. We have planted over 80,000 saplings
this year alone, taking the total number of saplings
planted in our campuses in the last eight years to
over 5,00,000, resulting in a rich diversity of flora and
fauna.
Advocacy initiatives
In an effort to drive advocacy globally and locally, we
have been part of governance bodies of national and
international organizations across economic, social
and environmental dimensions this fiscal. Some of
our significant contributions are as follows:
Environmental advocacy
We are a member of the Energy Efficiency in
Buildings (EEB) core group under the WorldBusiness
Council for Sustainable Development (WBCSD).
Through WBCSD, we actively engage with other
companies to promote energy-efficient designs and
practices in buildings. In fiscal 2016, we partnered
with WBCSD to develop a toolkit a guide to making
a business case for saving energy in buildings.
Thetoolkit was launched on December3, 2015 as part
Social advocacy
Diversity and inclusion has always been an area
of focus at Infosys and a work environment that
is fair to all is intrinsic to the Infosys value system.
Infosysis a founding member of Business Disability
International (BDI) a not-for-profit social
enterprise in partnership with other likeminded
partners such as Barclays and GSK that pioneers
new conversations between businesses, people
with disabilities and the society at large.
We constantly work towards creating strong local
governance in cities where Infosys campuses are
located. For example, we led the formation of the
Electronics City Industries Association (ELCIA) in
Electronics City, Bangalore, our headquarters.
In February2013, Electronics City was recognized
for its outstanding work in the area of municipal
administration and was declared an industrial
township. Infosys plays a leadership role
within the Electronics City Industrial Township
Authority (ELCITA) the local municipality run
and managed by the industry which manages
all municipal functions of the estate, including
transport,
security,
estate
management,
development of infrastructure, water supply and
solid wastemanagement.
The model of working in collaboration with
other companies and local governments to build
supportive ecosystems for the industry as a whole,
is prevalent across all our India locations.
Earth 360, our virtual reality experience zone at WEF 2016, Davos, Switzerland
Economic advocacy
We challenged ourselves to Be More at the
World Economic Forum Annual Meeting 2016 in
Davos. Our program, entitled Amplifying Human
Potential, closely aligned with the WEF headline
theme of The Fourth Industrial Revolution and
we amplified our views via insights and debate
on technology, education and skills. The Infosys
delegation was led by Dr. VishalSikka and included
Vandana Sikka, Chairperson, Infosys Foundation
USA, and global segment leads Sandeep Dadlani,
INCLUSIVE GROWTH
Infosys has always given high importance to
community development through four major
dimensions of community engagement monetary
support, organization-led projects, employee-driven
initiatives and community sabbaticals. For details
on our CSR spending during fiscal 2016, refer to
Annexure 7 to the Boardsreport.
Monetary support
The Infosys Foundation (the Foundation) was
established in 1996 to encourage and support
programs and organizations devoted to uplifting the
economically disadvantaged sections of the society.
Infosys Prize 2015 winners with the President of India, Pranab Mukherjee, and Infosys founders, N. R. Narayana Murthy andS.D.Shibulal
Organization-led projects
Education is one of our priority areas and we
have channelized our organization-led projects to
promote primary, secondary and higher education
initiatives across the country. We work closely with
educational institutions with an additional focus
on remote areas and the less privileged sections
to improve access to quality education. In an effort
to encourage students from rural India to pursue
higher education, we provide scholarships, fund
infrastructure for government schools and train the
teachers of schools and colleges.
Winner
Humanities
Winner
Dr. Amit Sharma, Head,Structural
and Computational Biology Group,
International Centre for Genetic
Engineering and Biotechnology, New
Delhi
Mathematical
Sciences
Physical Sciences
Social Sciences
Campus Connect
Campus Connect (CC), launched in May 2004, is
a first-of-its-kind industry-academia partnership
program that aims at raising the employability of
Indias engineering students. Through CC, we seek
to share some of our best practices with engineering
colleges, thus aligning the needs of institutions,
faculty and students with those of the IT industry.
SPARK
SPARK is a one-day program to raise aspirations of
students across India. Launched in2008, the SPARK
portfolio includes three programs the Rural Reach
Program, Catch Them Young and SPARK Guru.
As part of SPARK, we engaged with over 12,654
students during fiscal2016. Sinceits launch in 2008,
the program has reached over 9,29,114 students.
SPARK Guru
This program focuses on augmenting the knowledge
of teachers from government schools along with
enhancing their teaching skills in keeping with the
current industry needs.
Employee-driven initiatives
Community sabbatical
Our employees are encouraged to take a break
from work to participate in and lead community
development projects through the Sabbatical policy
for community service launched in October 2008.
During this time, they receive half their salary and
are given the choice to return to normal work, after
completion of the project, within six months to
oneyear. Till date, 56 employees have availed of the
community sabbatical option.
Client engagement
We interact with our clients on a regular basis and
across multiple platforms. We also host premier
CXOlevel events annually in Europe and the
Americas, which are specifically designed for our
BPO clients and for the banking clients of Finacle.
INDEX
Section A: General information about the Company
1.
2.
Infosys Limited
3.
Registered address
4.
Website
www.infosys.com
5.
Email ID
sustainability@infosys.com
6.
7.
K A 1
C 0
9.
`1,148 crore
2.
`53,983 crore
3.
`15,786 crore
4.
5.
(1)
2.
3.
Yes. Less than 30%. Refer to Sustainable services and solutions, page 161,
and Respecting human rights, page 170, in this report.
Section D: BR information
1. Details of Director / Directors responsible for BR
1. DIN Number
: 0
2. Name
: U. B. Pravin Rao
3. Designation
: Not Applicable
2. Name
: Aruna C. Newton
3. Designation
4. Telephone number
: 91 80 4961 4243
5. E-mail ID
: arunacnewton@infosys.com
2. Principle-wise (as per NVGs) BR policy / policies (reply with Yes / No)
P1
P2
P3
P4
P5
P6
P7
P8
P9
1.
S.No. Questions
Do you have a policy /
policies for...
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
2.
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
3.
4.
5.
6.
7.
Whistleblower
Available Available
Policy and Code on our
on our
of Conduct and intranet intranet
Ethics can be
accessed on
www.infosys.com
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
S.No. Questions
8.
9.
10.
P1
P2
P3
P4
P5
P6
P7
P8
P9
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Principle-wise index:
2a. If answer to S. No. 1 against any principle is No, please explain why (tick up to two options) Not
applicable
S.No. Questions
1.
2.
3.
4.
5.
6.
P1
P2
P3
P4
P5
P6
P7
P8
P9
3. Governance related to BR
Indicate the frequency with which the Board of Directors, Committee of : Refer to the Corporate governance report, page 74
the Board or CEO assesses the BR performance of the Company Within
3months, 3-6 months, Annually, More than 1 year.
Does the Company publish a BR or a Sustainability Report? What is the : Yes, Annual;
hyperlink for viewing this report? How frequently is it published?
www.infosys.com
Description
1.1
Does the policy relating to ethics, bribery and corruption cover only the Company? Yes /
No. Does it extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?
1.2
How many stakeholder complaints have been received in the past financial year, and what
percentage was satisfactorily resolved by the Management? If so, provide the details
thereof, in about 50 words or so.
2.1
List up to three of your products or services whose design has incorporated social or
environmental concerns, risks and / or opportunities.
2.2
For each such product, provide the following details in respect of resource use (energy, water,
raw material, etc.) per unit of product (optional): Reduction during sourcing / production /
distribution achieved since the previous year throughout the value chain Reduction during
usage by consumers (energy, water) that has been achieved since the previous year
2.3
Does the Company have procedures in place for sustainable sourcing (including
transportation)? If yes, what percentage of your inputs was sourced sustainably? Also,
provide details thereof, in about 50 words or so.
2.4
Has the Company taken any steps to procure goods and services from local and small
producers, including communities surrounding their place of work? If yes, what steps have
been taken to improve their capacity and capability of local and small vendors?
2.5
Does the Company have a mechanism to recycle products and waste? If yes, what is the
perc entage of recycling of products and waste (separately as <5%, 5-10%, >10%)? Also,
provide details thereof, in about 50 words or so.
3.1
3.2
Please indicate the total number of employees hired on a temporary / contractual / casual
basis.
3.3
3.4
3.5
3.6
What percentage of your permanent employees are members of this recognized employee
association?
3.7
Please indicate the number of complaints relating to child labor, forced labor, involuntary
labor and sexual harassment, in the last financial year, and those that are pending, as on
the end of the financial year.
3.8
What percentage of your under-mentioned employees were given safety and skill
upgradation training in the last year?
Reported
Permanent employees
Permanent women employees
Casual / temporary / contractual employees
Employees with disabilities
4.1
4.2
Out of the above, has the Company identified the disadvantaged, vulnerable and
marginalized stakeholders?
4.3
Are there any special initiatives undertaken by the Company to engage with the
disadvantaged, vulnerable and marginalized stakeholders? If so, provide the details thereof,
in about 50 words or so.
5.1
Does the policy of the Company on human rights cover only the Company or extend to the
Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?
5.2
How many stakeholder complaints have been received in the past financial year, and what
percentage was satisfactorily resolved by the Management?
Principle
No.
Description
6.1
Does the policy related to Principle 6 cover only the Company, or does it extend to the
Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?
6.2
Does the Company have strategies / initiatives to address global environmental issues
such as, climate change, global warming, etc? Yes / No. If yes, please give the hyperlink
for the web page, etc.
6.3
6.4
Does the Company have any project related to the Clean Development Mechanism?
Ifso, provide details thereof, in about 50 words or so. Also, if yes, has any environmental
compliance report been filed?
6.5
Has the Company undertaken any other initiatives on clean technology, energy efficiency,
renewable energy, etc.? Yes / No. If yes, please give the hyperlink for the web page, etc.
6.6
Are the emissions / waste generated by the Company within the permissible limits given
by CPCB / SPCB for the financial year being reported?
6.7
Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e.,
not resolved to satisfaction) as on the end of the financial year.
7.1
Is your Company a member of any trade and chamber or association? If yes, name only
those major ones that your business deals with.
7.2
Have you advocated / lobbied through the above associations for the advancement or
improvement of public good? Yes / No. If yes, specify the broad areas (Governance and
Administration, Economic Reforms, Inclusive Development Policies, Energy Security, Water,
Food Security, Sustainable Business Principles, Others).
8.1
Does the Company have specified programs / initiatives / projects in pursuit of the policy
related to Principle 8? If yes, provide the details thereof.
8.2
Are the programs / projects undertaken through an in-house team / own foundation /
external NGO / government structures / any other organization?
8.3
8.4
8.5
Have you taken steps to ensure that this community development initiative is successfully
adopted by the community? Please explain in 50 words or so.
9.1
What percentage of client complaints / consumer cases are pending as on the end of the
financial year?
9.2
Does the Company display product information on the product label, over and above what
is mandated as per local laws? Yes / No / NA / Remarks (additional information).
9.3
Is there any case filed by any stakeholder against the Company regarding unfair trade
practices, irresponsible advertising, and / or anti-competitive behavior during the last five
years and pending as on the end of the financial year? If so, provide the details thereof, in
about 50 words or so.
9.4
Did your Company carry out any consumer survey / measure consumer satisfactiontrends?
Reported
For more details on our business and sustainable practices, visit our website, www.infosys.com/investors/reports-filings.
Japan
New Zealand
South Korea
Brisbane
Aichi
Auckland
Seoul
Tokyo
Izumi Garden Wing 2F,
1-6-3, Roppongi, Minato-ku,
Tokyo 106 0032
Tel: 81 3 5545 3251
Fax: 81 3 5545 3252
Malaysia
Singapore
Melbourne
Level 5, 818 Bourke Street,
Docklands VIC 3008
Tel: 61 3 9860 2000
Fax: 61 3 9860 2999
Perth
The Forrest Centre, Level 30,
221 St. Georges Terrace, Perth WA 6000
Tel: 61 8 9480 3777
Fax: 61 8 9481 3177
Sydney
Kuala Lumpur
Hong Kong
Mauritius
Philippines
Manila
Taiwan
Taipei
Centre No. 1372,
Shin Kong Manhattan Building,
14 F, Sec. 5, No. 8 Xin Yi Road,
110 Taipei
Tel: 886 2 8758 2222
Fax: 886 2 8758 2333
Sharjah
Z3 Office 11, SAIF Zone,
P. O. Box 8230, Sharjah
Tel: 971 6 557 1068
Fax: 971 6 557 3768
Europe
Belgium
Brussels
Regus Park Atrium,
11, Rue des Colonies / Kolonienstraat,
B 1000 Brussels
Tel: 32 2 517 62 30
Fax: 32 2 517 67 00
Czech Republic
Prague
Regus Business Center,
Prague Stock Exchange,
Rybna Street 682 / 14, 11005 Prague 1
Tel: 420 222 191 387
Fax: 420 222 191 700
Denmark
Copenhagen
Regus Copenhagen,
Larsbjoernsstraede 3, 1454 Copenhagen
Tel: 45 33 3772 94
Fax: 45 33 3243 70
Finland
Helsinki
Regus Mannerheimintie 12 B,
00100 Helsinki
Tel: 358 925 166 239
Fax: 358 925 166 100
France
Paris
Tour Opus 12, 4th Floor,
77 Esplanade du Gnral de Gaulle,
92 914 Paris La Defense 9
Tel: 33 1 56 39 12 00
Fax: 33 1 56 39 12 01
Toulouse
Germany
Dusseldorf
Frankfurt
Opernturm
Bockenheimer Landstrasse 2-4,
60306 Frankfurt am Main
Tel: 49 0 69 269566 100
Fax: 49 0 69 269566 200
Munich
Stuttgart
Liebknechtstrasse 33,
D 70565 Stuttgart
Tel: 49 711 7811 570
Fax: 49 711 7811 571
Walldorf
Hungary
Budapest
Ireland
Spain
Booterstown
Barcelona
Italy
Milan
Infosys Limited Regus,
Via Torino 2, 20123, Milano
Tel: 39 02 7254 6456
Fax: 39 02 7254 6400
Norway
Madrid
CUZCO IV, Paseo de la Castellana 141-8,
28046, Madrid
Tel: 34 91 572 6584
Fax: 34 91 572 6606
Oslo
Sweden
Stockholm
Russia
Regus Gardet
Tegeluddsvagen 76, 2nd Floor,
115 28 Stockholm
Tel: 46 0 8 5050 24 00
Fax: 46 0 8 5050 24 01
Moscow
Switzerland
Basel
Slovakia
Bratislava
Centre No. 725, Karadzicova 8 / A,
Bratislava 82108
Tel: 421 0 2 5939 6000
Fax: 421 0 2 5939 6200
Geneva
18, Avenue Louis-Casai, 1209 Geneva
Tel: 41 22 747 7894
Fax: 41 22 747 7900
Zurich
Prime Towers 201, Hardstrasse,
Zurich 8005
Tel: 41 44 277 6753
Fax: 41 44 277 6768
United Kingdom
Amsterdam
Edinburgh
London
14th and 15th Floor,
10 Upper Bank Street, Canary Wharf,
London E 14 5NP
Tel: 44 20 7715 3300
Fax: 44 20 7715 3301
India
Ahmedabad
Regus Business Centre
101-104, GCP Business Centre,
Opposite Memnagar Fire Station,
Vijay Cross Road, Memnagar,
Ahmedabad, 380014
Tel: 91 79 6134 4960
Fax: 91 79 6134 4949
Bangalore
45 and 46, Electronics City,
Hosur Road, Bangalore 560 100
Tel: 91 80 2852 0261
Fax: 91 80 2852 0362
Infosys Center Point
Offshore Development Center,
Plot No. 26A, Electronics City,
Hosur Road, Bangalore 560 100
Tel: 91 80 2852 0261
Fax: 91 80 2852 0362
Equinox
Plot No. 47, Sy. No. 10,
Electronics City, Hosur Road,
Bangalore 560 100
Tel: 91 80 2852 0261
Fax: 91 80 2852 0362
Salarpuria Infozone
3rd and 4th Floor, Wing A,
No. 39 (P), No. 41 (P) and No. 42 (P),
Electronics City, Hosur Road,
Bangalore 560 100
Tel: 91 80 2852 0261
Fax: 91 80 2852 0362
Manipal Center
N 403. 405, North Block,
Manipal Center, Dickenson Road,
Bangalore 560 042
Tel: 91 80 2559 2088
Fax: 9180 2559 2087
JP IT Park
Plot No. 25 and 23,
Konappana Agrahara Village,
Begur Hobli, Electronics City,
Bangalore 560 100
Tel: 91 80 2852 0261
Fax: 91 80 2852 0362
M&C Building
Plot No. 52 and 53,
Doddathogur Village, Begur Hobli,
Electronics City, Hosur Road,
Bangalore 560 100
Tel: 91 80 2852 0261
Fax: 91 80 2852 0362
Mohan Chambers
Infosys Limited Towers 4,
31, Sarakki Industrial Area, No.
27, SJR Towers, 3rd Phase, J. P. Nagar,
Bangalore 560 076
Tel: 91 80 2852 0261
Fax: 91 80 2852 0362
RMZ Ecoworld Infrastructure Pvt. Ltd,
Unit No. 402-E, 4th Floor,
Building No.1, Devarabeesanahalli,
Varthur Hobli, Bangalore East Taluk,
Bangalore 560 103
Gold Hill Supreme Software Park,
Ground, 2nd,3rd, 4th and 5th Floor,
North Wing, Plot No. 21, 22, 27 and 28,
Konappana Agrahara Village,
Begur Hobli, Electronics City Phase II,
Bangalore 560 100
Tel: 91 80 3322 9000
Bhubaneswar
Plot No. E / 4, Info City,
Bhubaneswar 751 024
Tel: 91 674 232 0032
Fax: 91 674 232 0100
SEZ, Plot No-PB-1,
NE-1 and NP-1, Info Valley,
IDCO IT/ITES SEZ,
Village Gaudakashipur and Arisal,
Bhubaneswar, District Khurda 752054
Tel: 91 674 232 0032
Fax: 91 674 232 0100
Chandigarh
Block A and B, Ground Floor,
DLF Building, Plot No. 2,
Rajiv Gandhi Chandigarh
Technology Park,
Chandigarh 160 101
Tel: 91 172 502 1100
Fax: 91 172 504 6222
Calgary
Suncor Energy Centre, Suite 5100,
150-6th Avenue, S.W. Calgary, AB T2P 3Y7
Tel: 1 403 538 2110
Fax: 1 403 265 8875
Montreal
1000 de la Gauchetiere Street,
West Suite 2400,
Montreal QC, H3B 4W5
Tel: 1 514 448 2157, 1 514 448 7471
Fax: 1 514 448 5101
Swindon
Windmill Hill Business Park,
Whitehill Way, Swindon,
Wiltshire, SN5 6QR
Tel: 44 179 344 1453
Fax: 44 207 715 3301
Plot No. 1
Rajiv Gandhi Chandigarh
Technology Park, Chandigarh 160 101
Tel: 91 172 503 8000
Fax: 91 172 504 6860
Mangalore
Chennai
Kamblapadavu
Kurnad Post, Pajeeru Village,
Bantwal Taluk 574 153,
Dakshina Kannada (Dist.)
Tel: 91 824 223 4701
Fax: 91 824 228 4491
Gurgaon
Infosys Limited, 7th Floor, Tower-B,
Unitech Cyber Park, Sector 39,
Gurgaon 122 001
Tel: 91 124 392 2000
Fax: 91 124 400 4356
Hyderabad
Survey No. 210, Manikonda Village,
Lingampally, Rangareddy District,
Hyderabad 500 032
Tel: 91 40 6642 0000
Fax: 91 40 2300 5223
SEZ Survey No. 41(pt), 50(pt)
Pocharam Village, Singapore Township PO,
Ghatkesar Mandal, Rangareddy District,
Hyderabad 500 088
Tel: 91 40 4060 0000
Fax: 91 40 6634 1356
Jaipur
3rd and 4th Floor, Building No. 1,
Plot No. IT-A-001-A1,
Mahindra World City (SEZ),
Village Kalwara, Tehsil Sanganer,
Ajmer Road District, Jaipur 302037
Tel: 91 141 395 6000
Fax: 91 141 395 6100
Mumbai
85, C, Mittal Towers, 8th Floor,
Nariman Point, Mumbai 400 021
Tel: 91 22 2284 6490
Fax: 91 22 2284 6489
Mysore
Plot No. 350-354, 368-372 and 376385,
KIADB Industrial Area,
Hebbal Hootagalli, Mysore 570 027
Tel: 91 821 240 4101
Fax: 91 821 240 4200
Plot No. 347/A, 347/C, 348, 349, 373to375
KIADB Industrial Area,
Hebbal Hootagalli, Mysore 570 027
Tel: 91 821 240 4101
Fax: 91 821 240 4200
Pune
Plot No. 1 Rajiv Gandhi Infotech Park,
Hinjawadi, Taluka Mulshi, Pune 411 057
Tel: 91 20 2293 2800
Fax: 91 20 2293 2832
Plot No. 24/2,
Rajiv Gandhi Infotech Park,
Phase II, Village Maan, Taluka Mulshi,
Pune 411 057
Tel: 91 20 398 2700
Fax: 91 20 398 2800
Thiruvananthapuram
3rd Floor, Bhavani Technopark,
Thiruvananthapuram 695 581
Tel: 91 471 398 2222
Fax: 91 471 270 0889
Plot No. 1, Technopark Campus II
Attipara Village,
Thiruvananthapuram 695 583
Tel: 91 471 307 2500
Fax: 91 471 270 0889
North America
Canada
Toronto
Basking Ridge
Bentonville
United States
Bellevue
Charlotte
Atlanta
3200 Windy Hill Road SE, Suite 100-W,
Atlanta, GA 30339
Tel: 770 799 1860
Fax: 770 799 1861
Lisle
Palo Alto
Southfield
Glastonbury
Milwaukee
Phoenix
Houston
Minneapolis
Irvine
Newark
New York
630 Fifth Avenue,
Suite 1600, Rockefeller Center,
New York, NY 10111
Tel: 1 646 254 3100
Fax: 1 646 254 3101
Plano
6100, Tennyson Parkway,
Suite 200, Plano, TX 75024
Tel: 1 469 229 9400
Fax: 1 469 518 3858
Quincy
Two Adams Place,19-23, Granite Street,
Braintree, Quincy, MA 02169
Tel: 1 781 356 3100
Fax: 1 781 356 3150
Wilmington
South Africa
Johannesburg
West Towers, 2nd Floor,
Maude Street, Sandton,
Johannesburg, 2195
Tel: 27 0 11 881 5600
Fax: 27 0 11 881 5611
Seattle
5010 148th Avenue,
NE Suite 100, Redmond, WA 98052
Chandigarh
Block A, Ground Floor, DLF Building,
Plot No. 2 Rajiv Gandhi Chandigarh
Technology Park,
Chandigarh 160 101
Tel: 91 172 502 1100
Fax: 91 172 504 6222
Gurgaon
Hyderabad
Survey No.210, X,B-9 (1st, 2nd and 3rd
Floor) and B-10 (1st Floor), Manikonda
Village, Lingampally, Ranga Reddy
District, Hyderabad 500 032
Tel: 91 40 6642 0000
Fax: 91 40 2300 5223
Building No. 10 and 11 (Ground Floor),
SDB 4, Pocharam Village,
Ghatkesar Mandal, Ranga Reddy District,
Hyderabad 500 088
Tel: 91 40 4060 0000
Fax: 91 40 6634 1356
Mumbai
United States
Plano
6100, Tennyson Parkway,
Suite 200, Plano,
TX 75024
Tel: 1 469 229 9400
Fax: 1 469 229 9598
Pune
3rd Floor, Building 15, Plot 1,
Rajiv Gandhi Infotech Park Phase II,
Village Maan,
Taluka Mulshi, Pune 411 057
Tel: 91 20 398 2700
Fax: 91 20 398 2800
Ground, 1st, 2nd and 3rd Floor,
Building SDB-3, Plot No. 24/2,
Rajiv Gandhi Infotech Park,
Phase II, Village Maan, Taluka Mulshi,
Pune 411 057
Tel: 91 20 398 2700
Fax: 91 20 398 2800
Canada
India
Melbourne
Toronto
Bangalore
Sydney
Costa Rica
Salarpuria Infozone
Wing A, No. 39 (P) 41 (P) and 42 (P),
Electronics City, Hosur Road,
Bangalore 560 100
Tel: 91 80 4067 0035
Fax: 91 80 4067 0034
San Jos
Building N & M, Piso 2, Forum 2, Lindora,
Santa Ana, 10901
Tel: 506 2205 1201
Fax: 506 2205 1299
Mangalore
Gurgaon
Jaipur
IT-A-001
Mahindra World City,
Special Economic Zone,
Village Kalwara, Tahsil Sanganer,
Jaipur 302 029
Tel: 91 141 3956 000
Fax: 91 141 3956 100
Mysore
Pune
The Netherlands
Philippines
United Kingdom
London
United States
Muntinlupa City,
5th, 6th, 7th and 12th Floor,
Site 3, Vector 2 Building,
Northgate Cyberzone,
Filinvest Corporate City,
Alabang, Muntinlupa City, 1781
Tel: 632 823 0000
Fax: 632 823 0000
United States
United States
Houston
Rockville
Nova Lima
220 R Da Paisagem, Edificio Lumiere,
Andares: 5 E 6, Vila Da Serra, Nova Lima,
Minas Gerais, MG 34.000-000
Tel: 55 31 3306 8998
Fax: 55 31 3306 8901
Rio
Avenida das Amricas,
700 Bloco 6 Salas 116 e 117,
Barra da Tijuca,
RJ CEP: 22640-100
Tel: 55 11 94516 6428
So Paulo
Melbourne
Level 4 and 5,
818 Bourke Street,
Docklands VIC 3008,
P. O. Box 528
Tel: 61 3 9860 2000
Fax: 61 3 9860 2999
Infosys Technologies
(Shanghai) Company Limited
Beijing
Guizhou
Qingdao
Hangzhou
Shanghai
Dalian
Basking Ridge
Milwaukee
Zurich
Aguadilla
Switzerland
Araraquara
Atlanta
Puerto Rico
Brazil
Metro Manila
Eindhoven
Nanjing
Shanghai
Room 304, Building 1,
Xintianxia Industrial City,
Longping Road, Bantian Street,
Longgang District, Shenzhen
Tel: 86 21 5884 4811
Floor 8, Building 2,
Xintianxia Industrial City,
Longping Road, Bantian Street,
Longgang District, Shenzhen
Tel: 86 21 5884 4811
Mexico
Sweden
Mexico City
Citi Center Building, Avenida,
Insurgentes Sur No. 1602, 12th Floor,
Colonia Crdito Constructor Mexico,
Distrito Federal, Mexico CP 03940
Tel: 52 55 1719 3100
Fax: 52 55 1719 3101
Monterrey
Corporativo Santa Maria,
No. 130 Boulevard Daz Ordaz,
16th Floor, Col. Santa Maria
Monterrey, Nuevo Len
CP 64650
Tel: 52 81 8850 9300
Fax: 52 81 8850 8401
Kallidus Inc.
United States
San Francisco
425 Market St., Suite 2200,
San Francisco, CA 94105
Tel: 1 415 781 5000
Fax: 1 415 397 6309
New York
7, World Trade Center,
250 Greenwich St. - 46th Floor,
New York, NY 10007
Tel: 1 212 313 4623
Ostersund
Regus Ostersund,
Hamngatan 14, 831 34,
Ostersund
Tel: 46 8 5050 2400
Fax: 46 8 5050 2401
Solna
Regus Solna Business Park, Svetsarvagen
15, 2nd Floor, SE 17141, Solna
Tel: 46 0 8 5787 70 00
Fax: 46 0 8 5787 70 10
Panaya Inc.
United States
India
New Jersey
Tamil Nadu
Duluth
Linkping
United States
Houston
1200 Smith Street,
16th Floor; Houston, TX 77002
Tel: 1 713 353 3940
United States
Czech Republic
Plano
Brno
Poland
United States
Atlanta
Des Moines
500 SW 7th St. Suite 200,
Des Moines, IA 50309
Tel: 1 515 365 1236
Fax: 1 515 365 0236
Melbourne
Perth
Sydney
Malaysia
Switzerland
Infosys Consulting AG
Austria
Australia
Vienna
Thaliastrasse 85,
1160 Vienna
Hong Kong
Sweden
Zurich
Obstgartenstrasse 27, Kloten,
Postfach 201, 8058 Zurich
Tel: 41 44 434 11 00
Fax: 41 44 434 11 01
The Netherlands
France
Amsterdam
Paris
Czech Republic
Germany
Prague
Garching
Parkring 2,
85748 Garching b., Mnchen
Tel: 49 89 30 76 67 60
Fax: 49 89 30 76 67 6 99
Klimentsk 46,
110 02 Prague 1
Tel: 420 222 191 211
Fax: 420 222 191 200
Poland
Brazil
Wrocaw
So Paulo
Rua Quintana, No. 887,
3rd Floor, Andar, SP - CEP: 04569-011
So Paulo
Tel: 55 11 5102 4252
Fax: 55 11 5102 3776
Infosys Management
Consulting Pty Limited
Australia
Singapore
Melbourne
Panaya GmbH
Panaya Ltd.
Germany
Israel
Opernturm,
Bockenheimer Landstrasse 2-4,
60306 Frankfurt am Main
Tel: 49 0 721 7540 6298
Fax: 49 0 721 7540 7825
Australia
Japan
Tokyo
Lodestone GmbH
Switzerland
Zurich
Obstgartenstrasse 27, Kloten,
Postfach 201,
8058 Zurich
Tel: 41 44 434 11 00
Fax: 41 44 434 11 01
Lodestone Management
Consultants Inc.
United States
Atlanta
5 Concourse Parkway, Suite 3027,
Atlanta, GA 30328
Tel: 1 770 391 2100
Fax: 1 770 391 2101
Lodestone Management
Consultants Portugal,
Unipessoal, Lda
Portugal
Lodestone Management
Consultants (Belgium) S. A.
Lisboa
Belgium
Brussels
Industriepark Dobbelenberg
Metrologielaan 10,
1130 Brussels
Tel: 32 2 609 55 30
Fax: 32 2 609 55 40
Lodestone Management
Consultants Co., Ltd.
China
Shanghai
Romania
Bucharest
12D Samuil Vulcan Street,
5th District, Building A,
RO-052702, Bucharest
Tel: 40 31 100 89 79/80
Fax: 40 21 202 31 00
Subsidiary of Infosys
Consulting AG
Lodestone Augmentis AG
Subsidiary of Noah
ConsultingLLC
Noah Information
Management Consulting Inc.
Canada
Canada
Calgary
Toronto
Frankfurt
Sydney
Switzerland
Basel
Innere Margarethenstrasse 5,
5th Floor, 4051 Basel
Tel: 41 61 204 45 45
Fax: 41 61 204 45 00
Melbourne
Notes
Notes
Safe Harbor
This Annual Report contains forward-looking statements, that are based on our current expectations, assumptions, estimates and projections
about the Company, ourindustry, economic conditions in the markets in which we operate, and certain other matters. Generally, these forwardlooking statements can be identified by the use of forwardlooking terminology such as anticipate, believe, estimate, expect, intend, will,
project, seek, should and similar expressions. Those statements include, among other things, the discussions of our business strategy and
expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. These statements are subject
to known and unknown risks, uncertainties and other factors, which may cause actual results or outcomes to differ materially from those implied by
the forward-looking statements. Important factors that may cause actual results or outcomes to differ from those implied by the forward-looking
statements include, but are not limited to, those discussed in the Outlook, risks and concerns section in this Annual Report. In light of these and
other uncertainties, you should not conclude that the results or outcomes referred to in any of the forward-looking statements will be achieved. All
forward-looking statements included in this Annual Report are based on information available to us on the date hereof, and we do not undertake
to update these forward-looking statements to reflect future events or circumstances unless required to do so by law.
www.infosys.com
The Annual Report is printed on 100% recycled paper certified by the UK-based National Association of Paper Merchants (NAPM) and Germany-based Blue Angel.
Dear member,
You are cordially invited to attend the 35th Annual General Meeting of the members of Infosys Limited
(theCompany) to be held on Saturday, June 18, 2016 at 3:00 p.m. IST at the Christ University Auditorium,
Hosur Road, Bangalore 560 029, Karnataka, India.
The Notice of the meeting, containing the business to be transacted, is enclosed herewith. As per Section 108
of the Companies Act, 2013, read with the related Rules and Regulation 44 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility
to cast their vote by electronic means on all resolutions set forth in the Notice. The instructions for e-voting
are enclosed herewith.
R. Seshasayee
Chairman of the Board
Enclosures:
1. Notice to the 35th Annual General Meeting (AGM)
2. Instructions for e-voting
3. Proxy form
4. Attendance slip
Note: Attendees who are differently abled and require assistance at the AGM are requested to contact:
Bhawesh Kumar, Regional Head - Facilities, Infosys Limited, Electronics City, Hosur Road, Bangalore 560 100, India, Tel: 91 80 39802035 Ext: 2035,
Mobile: 91 98451 80174
INFOSYS LIMITED
CIN: L85110KA1981PLC013115
Electronics City, Hosur Road
Bangalore 560 100, India
T 91 80 2852 0261
F 91 80 2852 0362
investors@infosys.com
www.infosys.com
Infosys Limited
From M
.
G. Road
r Ro
Hosu
su
ad
Ho
rM
a
Bannerg
hatta Ma
in Road
d
Roa
in
Mico
Factory
NIMHANS
D ai
r y Ci
rcle Flyo
ver
Adugodi
Police Station
Bangalore
Dairy
Bosch
Da
ir y
Christ University
Auditorium
Forum
Cir Mall
cle
Ro
ad
Koramangala
St. Anthonys
Church
Ho
Ro
r
su
St. Johns
Hospital
ad
Sar
m
Fro
Madiwala
kB
Sil
rd
oa
Silk Board
japu
r Ro
ad
Infosys Limited
Ordinary business
Item no. 1 Adoption of financial statements
To consider and adopt the audited financial statements (including the consolidated financial statements) of the Company
for the financial year ended March 31, 2016 and the reports of the Board of Directors (the Board) and Auditors thereon.
Item no. 3 Appointment of Dr. Vishal Sikka as a director liable to retire by rotation
To appoint a director in place of Dr. Vishal Sikka (DIN: 06897177), who retires by rotation and, being eligible, seeks
reappointment.
Explanation: Under the terms of their appointment, both of our executive directors are subject to retirement by rotation.
Last year, U. B. Pravin Rao was subjected to retirement by rotation and was re-appointed by shareholders. Dr. Vishal Sikka
was appointed as whole-time director liable to retire by rotation on June 14, 2014 and as the Chief Executive Officer and
Managing Director from August 1, 2014 to June 13, 2019, which was approved at the extraordinary general meeting
held on July 30, 2014. Dr. Vishal Sikka was thereafter appointed as Chief Executive Officer and Managing Director under
modified terms of appointment until March 31, 2021, which was approved by shareholders pursuant to postal ballot on
March 31,2016.
To the extent that Dr. Vishal Sikka is required to retire by rotation, he would need to be re-appointed as a whole-time director.
Therefore, shareholders are requested to consider and, if thought fit, to pass with or without modification(s), the following
resolution as an ordinary resolution:
Resolved that pursuant to the provisions of Section 152 read with Schedule IV and other applicable provisions, if any, of the
Companies Act, 2013, the approval of the members of the Company be, and is hereby accorded to the re-appointment of
Dr. Vishal Sikka (DIN: 06897177) as a whole-time director, to the extent that he is required to retire by rotation.
A. G. S. Manikantha
Company Secretary
Infosys Limited
Notes
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE IN THE MEETING INSTEAD OF HIMSELF / HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. A person can act as a proxy on behalf of not exceeding 50 members and holding in aggregate not more
than 10% of the total share capital of the Company.
2. Corporate members intending to send their authorized representatives to attend the meeting are requested to send
a certified copy of the Board resolution to the Company, authorizing their representative to attend and vote on their
behalf at the meeting.
3. The instrument appointing the proxy, duly completed, must be deposited at the Companys registered office not less
than 48 hours before the commencement of the meeting (on or before June 16, 2016, 3:00 p.m. IST). A proxy form
for the AGM is enclosed.
4. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with
the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the
business hours of the Company, provided that not less than three days of notice in writing is given to the Company.
5. Members / proxies / authorized representatives should bring the duly filled Attendance Slip enclosed herewith to
attend the meeting.
6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the
Companies Act, 2013, will be available for inspection by the members at the AGM.
7. The Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the
Companies Act, 2013, will be available for inspection by the members at the AGM.
8. The Register of Members and Share Transfer Books will remain closed on June 11, 2016 for the purpose of payment
of the final dividend for the financial year ended March 31, 2016 and the AGM.
9. Subject to the provisions of the Companies Act, 2013, dividend as recommended by the Board of Directors, if declared
at the meeting, will be paid within a period of 30 days from the date of declaration, to those members whose names
appear on the Register of Members as on June 11, 2016. The final dividend is ` 14.25 per equity share.
10. Members whose shareholding is in electronic mode are requested to direct change of address notifications and updates
of savings bank account details to their respective Depository Participant(s). Members are encouraged to utilize the
Electronic Clearing System (ECS) for receiving dividends.
11. Members are requested to address all correspondence, including dividend-related correspondence, to the Registrar
and Share Transfer Agents, Karvy Computershare Private Limited, Unit: Infosys Limited, Karvy Selenium Tower B, Plot
31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032.
12. Members wishing to claim dividends, which has remained unclaimed, are requested to correspond with Registrar and
Share Transfer Agents, Company Secretary, at the Companys registered office. Members are requested to note that
dividends not claimed within seven years from the date of transfer to the Companys Unpaid Dividend Account, will,
as per Section 205A of the Companies Act, 1956 (Section 124 of the Companies Act, 2013), be transferred to the
Investor Education and Protection Fund.
13. With a view to using natural resources responsibly, we request shareholders to update their email address with their
Depository Participants to enable the Company to send communications electronically.
14. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration)
Rules, 2014, as substituted by the Companies (Management and Administration) Amendment, Rules 2015, and
Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
provided a facility to the members to exercise their votes electronically through the electronic voting service facility
arranged by National Securities Depository Limited. The facility for voting through ballot paper will also be made
available at the AGM and members attending the AGM, who have not already cast their votes by remote e-voting
shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by remote
e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again. The instructions for
e-voting are annexed to the Notice.
15. The Annual Report 2015-16, the Notice of the 35th AGM and instructions for e-voting, along with the Attendance
slip and Proxy form, are being sent by electronic mode to all members whose email addresses are registered with
the Company / Depository Participant(s), unless a member has requested for a physical copy of the documents. For
members who have not registered their email addresses, physical copies of the documents are being sent by the
permitted mode.
Infosys Limited
16. Members may also note that the Notice of the 35th AGM and the Infosys Annual Report 2015-16 will be available on
the Companys website, www.infosys.com. The physical copies of the documents will also be available at the Companys
registered office for inspection during normal business hours on working days. Members who require communication
in physical form in addition to e-communication, or have any other queries, may write to us at: investors@infosys.com.
17. Additional information, pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in respect of the directors seeking appointment / re-appointment at the AGM, is furnished as
annexure to the Notice. The directors have furnished consent / declaration for their appointment / re-appointment as
required under the Companies Act, 2013 and the Rules thereunder.
18. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number
(PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested
to submit their PAN to their Depository Participant(s). Members holding shares in physical form are required to submit
their PAN details to the Registrar and Share Transfer Agents, Karvy Computershare Private Limited, Unit: Infosys
Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032.
19. All documents referred to in the Notice will be available for inspection at the Companys registered office during normal
business hours on working days up to the date of the AGM.
20. Attendance registration:
a. Shareholders are requested to tender their attendance slips at the registration counters at the venue of the AGM
and seek registration before entering the meeting hall.
b. Alternatively, to facilitate smooth registration / entry, the Company has also provided a web check-in facility, which
would help the shareholder enter the AGM hall directly without going through the registration formalities at the
registration counters.
c. The online registration facility will be available from June 15, 2016 at 9:00 a.m. IST to June 17, 2016, until 5:00
p.m. IST (i.e. during the e-voting period)
The procedure of web check-in is as follows:
a. Log in to https://karisma.karvy.com<https://karisma.karvy.com/ and click on the online registration link
b. Select the company name
c. Pass through the security credentials viz., DP ID, Client ID / Folio entry, PAN No., and CAPTCHA as directed by
the system and click on the submit button.
d. The system will validate the credentials. Click on the Generate my attendance slip button that appears on the
screen.
e. The attendance slip in PDF format will appear on the screen. Select the PRINT option for direct printing or
download and save for printing.
The shareholder needs to furnish the printed Attendance slip along with a valid identity proof such as the PAN card, passport,
AADHAR card or driving license to enter the AGM hall.
Registered office:
Electronics City, Hosur Road
Bangalore 560 100
India
A. G. S. Manikantha
Company Secretary
Infosys Limited
Nil
Chairperson of Board committees
Nil
Member of Board committees
Nil
Shareholding in the Company
10,824
Infosys Limited
Proxy form
[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration) Rules, 2014
Form No. MGT-11]
INFOSYS LIMITED
CIN: L85110KA1981PLC013115
Electronics City, Hosur Road, Bangalore 560 100, India, Tel: 91 80 2852 0261, Fax: 91 80 2852 0362
investors@infosys.com | www.infosys.com
Registered address
Email
Folio no. / Client ID
DP ID
Name : ...................................................................................
Email :
..............................................................................
Address :..................................................................................................................................................................................
................................................................................................................... Signature: __________________________
or failing him / her
Name : ...................................................................................
Email :
..............................................................................
Address :..................................................................................................................................................................................
..............................................................................................................
Signature: __________________________
Name : ...................................................................................
Email :
..............................................................................
Address :..................................................................................................................................................................................
..............................................................................................................
Signature: __________________________
(contd...)
Infosys Limited
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 35th Annual General Meeting of
the Company, to be held on Saturday, June 18, 2016, at 3:00 p.m. IST, at the Christ University Auditorium, Hosur Road,
Bangalore 560 029, Karnataka, India and at any adjournment thereof in respect of such resolutions as are indicated below:
Vote (Optional see Note 2)
(Please mention no. of shares)
Resolution Resolution
number
For
Against
Abstain
Ordinary business
1
Declaration of dividend
Appointment of auditors
Affix revenue
stamp of not
less than
`1
Notes:
1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours
before the Annual General Meeting (on or before June 16, 2016 at 3:00 p.m. IST).
2. It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all of the resolutions, your proxy will be entitled
to vote in the manner as he/she may deem appropriate.
Attendance slip
INFOSYS LIMITED
CIN: L85110KA1981PLC013115
Electronics City, Hosur Road, Bangalore 560 100, India, Tel: 91 80 2852 0261, Fax: 91 80 2852 0362
investors@infosys.com | www.infosys.com
I certify that I am a member / proxy / authorized representative for the member of the Company.
I hereby record my presence at the 35th Annual General Meeting of the Company at the Christ University Auditorium,
HosurRoad, Bangalore 560 029, Karnataka, India, on Saturday, June 18, 2016, at 3:00 p.m. IST.
Name of the member / proxy
Signature of the member / proxy
(in BLOCK letters)
Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual Report
to the AGM.
Dear member,
E-voting particulars
EVEN (e-voting event number)
User ID
Password
103981
The e-voting facility will be available during the following voting period:
Commencement of e-voting
End of e-voting
Please read the instructions printed below before exercising your vote:
These details and instructions form an integral part of the Notice for the Annual General Meeting to be held on June 18, 2016.
2. Click on Shareholder-Login
3. If you are already registered with NSDL for e-voting, then you can use your existing User ID and Password for Login.
INFOSYS LIMITED
CIN: L85110KA1981PLC013115
Electronics City, Hosur Road
Bangalore 560 100, India
T 91 80 2852 0261
F 91 80 2852 0362
investors@infosys.com
www.infosys.com
Infosys Limited