About
Infosys Ltd
Infosys Limited is a global technology services firm that defines, designs and delivers information technology (IT)-enabled business solutions to their clients. The Company has presence in 247 locations across 54 countries as on 31 March, 2022. The Company is a leading provider of consulting, technology, outsourcing and next-generation digital services, to enable clients to create and execute strategies for their digital transformation. It also provide end-to-end business solutions that leverage technology for their clients, including technical consulting, design, development, product engineering, maintenance, systems integration, package-enabled consulting, and implementation and infrastructure management services. It also provides software products to the banking industry.
Infosys' strategy is to be a navigator for our clients as they ideate, plan and execute on their journey to a digital future. The Company has developed Finacle, a universal banking solution to large and medium size banks across India and overseas. Infosys BPO is a majority owned subsidiary. Through Infosys BPO, the company provides business process management services, such as offsite customer relationship management, finance and accounting, and administration and sales order processing. Presently, it is having marketing and technical alliance with FileNet, IBM, Intel, Microsoft, Oracle and System Application Products.
Infosys Limited was incorporated as a Public Company in 1981 as Infosys Consultants Pvt. Ltd. The Company is India's second largest software exporter company led by Mr. N. R. Narayana Murthy at Karnataka. The Company was started by 7 people with the investment of USD 250. The Company became a Public Limited Company in the year 1992. The Company was the first Indian company to be listed on the NASDAQ in the year 1999. Infosys also forms a part of the NASDAQ-100 index.
In April 2002, Infosys BPO Ltd was incorporated in India to address opportunities in business process management. In the year 2004, the company acquired 100% equity in Expert Information Services Pty Ltd, Australia for USD 24.3 million. The acquired company was renamed as Infosys Technologies (Australia) Pty Ltd. In October 2, 2004, they set up a wholly owned subsidiary in People's Republic of China named Infosys Technologies (China) Co Ltd. In the year 2005, the company established Infosys Consulting Inc, a wholly owned subsidiary in Texas, US to add high-end consulting capabilities to their Global Delivery Model.
The company was selected as 'Best Outsourcing Partner' by the readers of Waters, a publication covering the needs of chief information officers in the capital market firms. In the year 2007, the company increased the stake value in Progeon to 98.9% after acquiring shares from Citicorp International Financial Company. Infosys had taken over Philips' finance and administration business process outsourcing (BPO) centers spread across India, Poland and Thailand for USD 28 million.
Infosys set up various Special Economic Zone that for the company has an additional tax benefit. They set up another Special Economic Zone unit in Chandigarh, which will be eligible for 100% deduction of profit from exports tax calculation for the first five years followed by 50% deduction for next five years. Infosys has been pursuing their expansion plans over the past few years. The future enhancement of the company is to emerge the developing economies changing the business landscape with help of accessible talent pools and the adoption of non-linear growth model. It is a long term strategy. Infosys Technologies Ltd has partnered with ACDI/VOCA for promotes broad-based economic growth and to develop information and communication technology-enabled application to improve efficiencies in the agro supply chain in India.
In the year 2008, the company established their first Latin American subsidiary, namely Infosys Technologies S de R L de C V in Mexico to improve proximity to their North American clients. They also opened a development center and office for the region in Monterrey, Mexico. As of April 2008, the company acquired Internet Protocol (IP) from an Australian company to add more functionality to Finacle. The IP, that provides a comprehensive set of financial tools to company's existing product line. In July 2008, the company launched ShoppingTrip360 to help retailers and consumer packaged goods (CPG) companies achieve visibility into in-store activity. ShoppingTrip360 is a platform that enables a suite of managed-information services to create a 360-degree view of real time in store shopper and shelf activity.
The company was ranked among the top 50 most respected companies in the world by Reputation Institute's Global Reputation Pulse 2009. They have been voted the 'Most Admired Indian Company' in The Wall Street Journal Asia 200 for 10 years in a row since 2000. The company was also listed in the Most Admired Knowledge Enterprises (MAKE) 2008 study and Forbes' Asian Fabulous 50 for the fourth consecutive year.
In March 2009, the company incorporated a wholly owned subsidiary in Sweden, namely Infosys Technologies (Sweden) AB. In November 2009, the company opened their second Latin America IT Development Center in Mexico offering global, near-shore, and Latin American clients a full range of information technology (I.T.) services including Business and I.T. Consulting, Business Process Outsourcing (BPO), Packaged Solutions Implementation and Infrastructure Management.
In November 12, 2009, the company and NVIDIA Corp. entered into a partnership to develop Nvidia Cuda to compute unified device architecture and technology-enabled software solutions. Also, the company signed a contract with Georgia-Pacific LLC (Georgia-Pacific), a forest and consumer products company, to implement its Supply Chain Visibility and Collaboration Suite. In December 2009, the company has set up a wholly owned unit in the U.S. to tap the multibillion-dollar opportunities from government projects. The subsidiary, called Infosys Technologies Inc will be headquartered in Dallas, Texas, where the company has most of their operations.
In December 14, 2009, the company launched Flypp, an application platform which will empower mobile service providers to delight digital consumers through a host of ready-to-use experiential applications across the universe of devices and in December 15, 2009, they launched Finacle Advisor, an integrated platform which helps banks to deliver products and services through a fully assisted self-service channel using existing Internet banking capabilities. Also, the company incorporated a wholly owned Brazilian subsidiary, namely Infosys Technologia Do Brasil Ltda.
During the year 2009-10, Infosys Consulting Inc incorporated a wholly owned subsidiary, Infosys Consulting India Ltd and invested Rs 1 crore in the subsidiary. SETLabs' IP Cell filed 31 patent applications in the United States Patent and Trademark Office (USPTO) and Indian Patent Office.
In December 2009, Infosys BPO acquired 100% voting interests in McCamish Systems LLC (McCamish), a business process solution provider based at Atlanta, US. The business acquisition was conducted entering into Membership Interest Purchase Agreement for a cash consideration of Rs 173 crore and a contingent consideration of Rs 67 crore. In March 2010, the company launched Finacle Treasury-in-a-Box, a rapid implementation framework for an integrated front, middle and back office treasury system.
During the year 2010-11, the company formally launched their new corporate strategy, Building Tomorrow's Enterprise to showcase its plan for leading the services industry into the new era as the next generation global consulting and services company. Infosys Labs' IP Cell filed 91 patent applications in the United States Patent and Trademark Office (USPTO) and the Indian Patent Office.
In February 2011, the company incorporated a wholly owned subsidiary, Infosys (Shanghai) Company Ltd. Also, they inaugurated their first Software Development Block (I) at their Technopark Campus II (SEZ) in Thiruvanthapuram, Kerala.
The name of the company was changed from Infosys Technologies Ltd to Infosys Ltd with effect from June 16, 2011.
In November 2011, Atlas Copco AB entered into an agreement with the company to handle parts of its financial processes, such as accounting to reporting and processing of supplier invoices. The project will affect approximately 230 positions within Atlas Copco, and of these Infosys will offer employment to around 70 staff working in the Czech Republic.
In December 2011, the company signed a multi-year Transformation and Business IT services contract with Syngenta AG. In a landmark contract that will provide consistency and predictability of service delivery, Infosys will consolidate Syngenta's Global Business IT services landscape under a single shared services engagement.
In February 2012, Bharti Airtel selected the company as its partner for Airtel Money mobile wallet service. Under this partnership, Infosys WalletEdge, the mobile commerce platform will enable the ubiquitous mobile wallet service to support cashless payments and settlements needs of diverse customer segments.
In 2013 Infosys begins trading on NYSE Euronext London and Paris markets. Infosys Edge wins the NASSCOM Business Innovation Award for 2013. Infosys presented with 2013 Environmental Tracking Carbon Ranking Leader' award
In 2014 Infosys announced bonus in the ratio of 1:1.
In 2015 Infosys Public Services implements financial management solution for L.A. Care Health Plan to Improve Healthcare Access. Infosys and Cornell University's Center of Hospitality Research Collaborate to Design Industry Research. Infosys wins a contract from Sweden-based ICA Gruppen to manage its IT operations. ABN AMRO Selects Infosys as One of the Strategic Partners to Drive its Business Transformation Program. Infosys signs 5-year agreement with Dutch firm TNT. Infosys received Daimler Supplier Award 2014. Infosys Innovation Fund invests in Air Quality Monitoring Pioneer, Airviz. Infosys also signs a multi-year IT infrastructure deal with UK-based department store company, House of Fraser. Infosys launches Preventive Maintenance Offering 'Finacle Assure'.
On 5 March 2015, Infosys announced that it has completed the acquisition of Panaya, Inc., a leading provider of automation technology for large-scale enterprise software management. On 16 February 2015, Infosys announced a definitive agreement to fully acquire Panaya, Inc. for an enterprise value of USD 200 million.
On 4 June 2015, Infosys announced that it has completed the acquisition of Kallidus Inc. (d.b.a Skava) and its affiliate, a leading provider of digital experience solutions, including mobile commerce and in-store shopping experiences to large retail clients. On 24 April 2015, Infosys announced a definitive agreement to acquire Kallidus Inc. (d.b.a Skava) and its affiliate in an all-cash deal for an aggregate purchase consideration of $120 million including retention bonus and a deferred component.
On 19 June 2015, Infosys announced that Sharjah Islamic Bank (SIB), a leading Sharia-compliant bank in the Middle East, has selected Finacle e-Banking and Mobile Banking solutions to enhance customer service and deliver new-age channel banking experiences. On the same day, Infosys announced that it has won a five-year contract from NBTY Inc., a global manufacturer, marketer, distributor and retailer of market-leading vitamins and nutritional supplements. As part of this agreement, Infosys will provide development and support services for NBTY's IT systems.
On 3 July 2015, Infosys announced that it won an order from Allied Irish Banks, p.l.c. (AIB), a financial services group operating predominantly in the Republic of Ireland and the UK. As a strategic partner to AIB, Infosys will provide application development and management, and transformation and innovation services.
On 8 July 2015, Infosys announced that it has won a multi-year contract from Deutsche Bank. On 20 August 2015, Infosys announced the launch of enhanced service offerings in Design Thinking, Platforms and Knowledge-Based IT (KBIT). These services are aimed at helping clients address three key aspects of their business: a non-disruptive renewal and simplification of their existing landscapes; introduction of new offerings and business models in a dynamic business environment, and creating a culture of innovation in their organizations.
On 2 September 2015, Infosys announced the launch of its Finacle Payments Bank and Finacle Small Finance Bank solutions for the India market. With these solutions, licensees can set up the required technology backbone and become operational quickly. On 10 September 2015, Infosys and ATP, the governing body of men's professional tennis, announced a strategic partnership to leverage the latest technological advances in mobility, cloud and analytics to transform the experience of tennis fans and players the world over.
On 16 September 2015, Infosys announced that Qantas Credit Union, a top Australian Credit Union, has chosen Infosys Finacle to improve its customer's digital experience as part of a business transformation strategy. Finacle is the industry-leading universal banking solution from EdgeVerve Systems, a wholly owned subsidiary of Infosys.
On 21 September 2015, Infosys announced that it has bagged a three-year contract from TOMS Shoes to maintain and develop its digital platform. On 30 September 2015, Infosys announced that it has collaborated with GE, a digital industrial company, and others to develop new Internet of Things (IoT) solutions designed to help manufacturers and other industrial enterprises improve asset efficiency and build more intelligent linkages between design, production and field-testing.
On 20 October 2015, Infosys announced that Openreach, the infrastructure division of BT Group, has expanded its Seamless Desktop project to an additional 1,000 users. This expansion brings the number of front office and back office call center agents, who benefit from this award-winning platform, to over 5,000.
On 19 November 2015, Infosys announced that it has completed the acquisition of Noah Consulting, LLC, a leading provider of advanced information management consulting services for the oil and gas industry. On 19 October 2015, Infosys announced a definitive agreement to acquire Noah Consulting, LLC in an all-cash deal for an aggregate purchase consideration of US$70 million.
On 9 December 2015, Infosys announced that it has made an investment of USD 4 million in CloudEndure, a startup that provides Cloud Migration and Cloud-based Disaster Recovery (DR) software. On 10 December 2015, Infosys announced that it has won a contract to transform the application landscape of DNB Bank of Norway. On 14 December 2015, Infosys announced that it has made an investment of USD 3 million in WHOOP, an early stage company offering a performance optimization system for elite professional sports teams.
On 15 December 2015, Infosys announced that Fubon Bank (Hong Kong) Limited, a wholly owned subsidiary of Fubon Financial Holding Co. Ltd., has selected Infosys' Finacle core banking solution to accelerate growth.
On 28 January 2016, Infosys announced that it has made an investment of USD 4 million in Waterline Data Science, a leading provider of data discovery and data governance software. On 10 February 2016, Infosys announced that M Financial Group has extended its BPO contract with the company by 10 years.
On 25 February 2016, Infosys Finacle, part of EdgeVerve Systems, announced an agreement with Bank Leumi (UK) PLC, one of the leading foreign-owned banks in London and part of the international Bank Leumi Group., to replace its existing e-banking system with Finacle Corporate e-banking solution. On 2 March 2016, Infosys, announced that Al Ahli Bank of Kuwait (ABK), a leading retail bank in Kuwait, has selected Finacle to drive its technology transformation.
On 21 April 2016, Infosys announced it has been selected by Welsh Water to manage substantial elements of its IT estate in a transformative deal lasting up to 10 years, one of the largest IT deals in the UK water utility sector. On 27 April 2016, Infosys announced that it has made an investment in Trifacta, a leading provider of data wrangling software that enables non-technical users to easily transform data for analysis.
On 28 April 2016, Infosys announced an expanded relationship with Microsoft Corp., a global leader in platform and productivity solutions, in driving industry-led solutions, to simplify and automate migration to Microsoft products and to accelerate Microsoft Azure-based and other digital transformations for clients. On the same day, Infosys announced the launch of Infosys Mana, a platform that brings machine learning together with the deep knowledge of an organization, to drive automation and innovation - enabling businesses to continuously reinvent their system landscapes.
On 23 May 2016, Infosys announced that it has won a five-year contract from Commerzbank, the second largest bank in Germany. As part of this agreement, Infosys will remodel the bank's investment banking IT architecture, optimize IT processes, and evaluate a potential Post-Trade Processing Utility. On 8 June 2016, Infosys announced that Paytm, India's largest mobile payments and commerce platform, has selected Infosys' Finacle Core Banking solution to power its payments bank business.
On 14 September 2016, Infosys announced that it has bagged an order to provide engineering services to Ansaldo Energia, a producer of thermoelectric power plants. To support Ansaldo Energia, Infosys will expand its global service delivery network into Eastern Europe and Russia's established heavy engineering sector by creating two development centers - in Croatia and Moscow in Russia.
On 11 November 2016, Infosys announced that it has made an investment in TidalScale, a pioneer in Software-Defined Servers that simplify the way companies can apply computing resources to tackle big problems. On 18 November 2016, Infosys announced that it has made an investment of DKK 14,920,000 from its Innovation Fund in UNSILO, a Danish artificial intelligence startup focused on advanced text analysis. UNSILO uses a unique combination of machine-learning and natural language processing to analyze large quantities of text and improve the speed and effectiveness of knowledge workers across many industries.
On 23 November 2016, Infosys announced that it has signed a definitive agreement for a Limited Partner investment of Rs 31.6 crore from its Innovation Fund in Stellaris Venture Partners, an India-based early stage venture fund. This investment is towards the first close of Stellaris' fund. On 14 December 2016, Infosys announced that it has made an investment from its Innovation Fund in ideaForge, an Indian startup focused on Unmanned Aerial Vehicle (UAV) solutions.
On 8 March 2017, Infosys' US-based subsidiary Infosys Public Services Inc. announced a partnership with the Texas Department of Family & Protective Services (DFPS) to modernize the agency's IMPACT (Information Management Protecting Adults and Children of Texas) system. IMPACT is the primary case management and administrative system used by DFPS to deliver child welfare related services.
On 24 April 2017, Infosys announced the opening its first office and delivery center (DC) in Karlovac, Croatia, thereby strengthening its engineering footprint in Eastern Europe. On 26 April 2017, Infosys announced the launch of Infosys Nia, the next-generation Artificial Intelligence Platform building on the success of the company's first-generation AI platform, Infosys Mana, and its Robotic Process Automation (RPA) solution, AssistEdge.
On 15 May 2017, Infosys Finacle, part of EdgeVerve Systems, a wholly-owned subsidiary of Infosys, and MauBank, a leading bank in the Republic of Mauritius, announced the bank's successful adoption of Finacle's Leasing Solution for its strategic leasing services business. Finacle is the industry-leading universal banking solution from EdgeVerve Systems, a wholly owned product subsidiary of Infosys.
On 25 May 2017, Infosys announced a strategic alliance with HP Inc. to help businesses accelerate digital transformation as part of the HP Global System Integrator (GSI) Alliance Program. On 30 June 2017, Infosys announced that it has signed an agreement for divestment of its entire investment in Cloudyn for a total consideration of approximately USD 4,400,000. The divestment is due to Microsoft signing a definitive agreement for the acquisition of Cloudyn. On 11 July 2017, Infosys' wholly-owned subsidiary EdgeVerve Systems announced the availability of its Finacle suite of solutions on Amazon Web Services (AWS).
The Board of Directors of Infosys at its meeting held on 19 August 2017 approved buyback of its fully paid equity shares of Rs 5 each for an amount not exceeding Rs 13000 crore. The buyback offer size is 20.51% of the total paid up equity capital and free reserves of the company as on 30 June 2017. The buyback offer will comprise a purchase of up to 11.30 crores equity shares aggregating up to 4.92% of the paid up capital of the company at a price of Rs 1,150 per equity share through the tender offer route.
On 6 September 2017, Infosys announced the opening of a new state-of-the-art office space in Amsterdam, Netherlands. On 11 September 2017, Infosys announced that it has completed the acquisition of Brilliant Basics, a London-based product design and customer experience (CX) innovator known for its world-class design thinking-led approach and experience in executing global programs.
On 12 September 2017, Infosys announced that it would open its North Carolina Technology and Innovation Hub in Raleigh. This innovation hub is expected to hire 2,000 American workers by 2021.
On 18 September 2017, Infosys announced that it had won a contract from the CMA CGM Group, a world leader in container shipping, which will simplify and transform CMA CGM's IT applications and improve customer service experience. As part of the agreement, and at the request of CMA CGM, Infosys will open a Delivery Center (DC) in Marseille, which will become a key hub attracting and enhancing local expertise. Infosys will also acquire CMA CGM's Innovation and Delivery Center in Dubai, UAE, expanding its footprint in the Middle East.
On 19 September 2017, Infosys Finacle announced its partnership with Niki.ai, a FinTech start-up that offers chat based commerce solutions. With this partnership, Finacle solution suite will be available with Niki.ai's chat-based virtual assistant - Niki. This offering will enable banks to offer its customers a virtual banking assistant for shopping products and services.
On 22 September 2017, Infosys Finacle announced a partnership with ToneTag, a provider of near-field communications, payment and location based services using sound waves. Through this partnership, Finacle and ToneTag will offer a joint solution that would leverage the latter's sound wave technology to enable proximity payments and interactions.
On 25 September 2017, Infosys announced the launch of a private cloud solution in collaboration with Micro Focus SUSE, a pioneer in open source software, providing software-defined data center infrastructure and application delivery solutions. This solution will help businesses significantly accelerate their digital transformation journey by being hardware agnostic, enabling faster time to market through rapid adoption, providing faster delivery of services, and greater infrastructure agility and control.
On 4 October 2017, Infosys announced that it has won an order from KONE, a global leader in the elevator and escalator industry, to support its IT transformation. On 16 November 2017, Infosys and ATP, the governing body of men's professional tennis, announced the launch of Second Screen, a new feature providing player performance insights within seconds of a point being played. The Second Screen capability offers valuable information on the strengths and weaknesses of players, enabling them and their coaches to review strategies and improve performance.
On 27 November 2017, Infosys announced a partnership with Hewlett Packard Enterprise (HPE) to offer a joint end-to-end mainframe modernization solution, which will provide global enterprise customers robust hardware and advanced software architecture.
On 29 November 2017, Infosys Finacle, part of EdgeVerve Systems, a product subsidiary of Infosys, announced the global availability of Finacle Trade Connect, a blockchain based trade finance solution for banks. The solution will help digitize the trade finance business process, including validation of ownership, certifying documents and making payments, while working on a distributed, trusted and shared network.
On 19 December 2017, the name of Infosys' Business Process Outsourcing (BPO) subsidiary Infosys BPO was changed to Infosys BPM Limited to reflect the paradigm shift in the nature of services that the company offers through its holistic approach of end-to-end transformative BPM (Business Process Management). Infosys BPM, the business process management subsidiary of Infosys, was set up in April 2002.
On 29 December 2017, Infosys announced that it has signed an agreement for divestment of its entire investment in ANSR Consulting Holdings, Inc., a Delaware corporation, for a total consideration of USD 1,000,000.
On 4 January 2018, Infosys announced a new partnership with paperless validation company ValGenesis that will bring even stronger compliance and quality management for its customers in the healthcare and life sciences sectors. Under the partnership, Infosys will integrate ValGenesis' Validation Lifecycle Management System (VLMS) within its suite of services for the pharmaceutical and biotech industry, which will be delivered in a rapidly deployable, highly secure cloud environment.
On 5 January 2018, Infosys announced that it had won a contract from Proximus, the largest telecommunications company in Belgium, to implement Excite - a business transformation program aimed at delivering superior digital customer experiences for its enterprise clients. The multi-year program will strengthen Proximus' leadership in the professional services market by replacing legacy IT systems, streamlining processes and deploying advanced tools for quoting, selling, ordering, billing, invoicing and more.
On 9 January 2018, Infosys announced the successful conclusion of an Advance Pricing Agreement (APA) with the U.S. Internal Revenue Service (IRS). Under the APA, Infosys and the IRS have agreed on the methodology to allocate revenues and compute the taxable income of the company's US operations. This agreement covers financial years from 2011 to 2021. The APA will enhance predictability of the company's tax obligations in respect of its US operations.
On May 22, 2018, Infosys acquired 100% of the voting interests in WongDoody Holding Company Inc., an US-based, full-service creative and consumer insights agency. The business acquisition was conducted by entering into a share purchase agreement for a total consideration of up to USD 75 million (approximately Rs. 514 crore on acquisition date).
On October 11, 2018, Infosys Consulting Pte Limited (a wholly-owned subsidiary of Infosys Limited) acquired 100% voting interests in Fluido Oy (Fluido), a Nordic-based Salesforce advisor and consulting partner in cloud consulting, implementation and training services, for a total consideration of up to EUR 65 million (approximately Rs. 560 crore).
On November 16, 2018, Infosys Consulting Pte Limited (a wholly-owned subsidiary of Infosys Limited) acquired 60% stake in Infosys Compaz Pte. Ltd, a Singapore-based IT services company. The business acquisition was conducted by entering into a share purchase agreement for a total consideration of up to SGD 17 million (approximately Rs. 91 crore on acquisition date).
During the year ended March 2018, the Company had initiated identification and evaluation of potential buyers for its subsidiaries, Kallidus and Skava and Panaya, collectively referred to as 'the disposal group'.
The Board, at its meeting held on 13 July 2018, approved and recommended the issue of bonus shares and increase the liquidity of its shares. The shareholders approved the issue of bonus shares (vide postal ballot concluded on August 22, 2018). The Company had allotted 218,41,91,490 fully paid up equity shares of face value Rs. 5 each. A bonus share of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS) for every ADS held have been allotted. The bonus shares were credited to the eligible shareholders as on the record date, i.e. September 5, 2018.
In July 2018, the Company voluntarily delisted its ADSs from the Euronext Paris and Euronext London exchanges. The primary reason for delisting is the low average daily trading volume of Infosys ADSs on these exchanges, which was not commensurate with the related administrative requirements. During the five-year period of the Company's listing on Euronext Paris and Euronext London, the average daily trading volume of the Company's ADSs was significantly lower than its average daily trading volume on the NYSE. There was no change in the Infosys share / ADS count, capital structure and float as a result of the delisting from above exchanges. Infosys ADSs continues to be listed on the NYSE under the symbol INFY' and investors can continue to trade their ADSs on the NYSE as before.
The Board at its meeting on 11 January 2019 approved the buyback of equity shares through the open market route through the Indian stock exchanges, amounting to Rs. 8,260 crore (maximum buyback size) at a price not exceeding Rs. 800 per equity share (maximum buyback price), subject to the shareholders' approval by way of a postal ballot. The shareholders approved the proposal of buyback of equity shares through the postal ballot that concluded on March 12, 2019. During the year ended March 31, 2019, 1,26,52,000 equity shares were bought back from the Indian stock exchanges. Subsequent to the year-end, the Company has purchased 81,31,000 shares till the date of the Board's report.
On April 1, 2019, Infosys Consulting Pte Limited (a wholly-owned subsidiary of Infosys Limited) acquired 81% of voting interests in Hitachi Procurement Service Co., Ltd. (HIPUS), Japan, a wholly-owned subsidiary of Hitachi Ltd, Japan for a total cash consideration of JPY3.29 billion (approximately Rs. 206 crore), on fulfilment of closing conditions. The Company had paid an advance of JPY3.29 billion (approximately Rs. 206 crore) to Hitachi towards cash consideration on March 29, 2019. HIPUS handles indirect materials purchasing functions for Hitachi Group. The name of Company - Hitachi Procurement Service Co., Ltd. - has been changed to HIPUS Co., Ltd. with effect from 01 April 2019.
The Company has allotted 218,41,91,490 fully-paid-up equity shares (including treasury shares) of face value Rs 5 each during the three months ended 30 September 2018 pursuant to a bonus issue approved by the shareholders through a postal ballot.
In line with the Capital Allocation Policy announced in April 2018, the Board, at its meeting on 11 January 2019, approved the buyback of equity shares under the open market route through the Indian stock exchanges, amounting to Rs 8,260 crore (maximum buyback size) at a price not exceeding Rs 800 per share (maximum buyback price), subject to shareholders' approval by way of a postal ballot.
During the FY 2019, 1,26,52,000 equity shares were bought back from Indian stock exchanges, which includes 18,18,000 shares which have been purchased but not extinguished as of 31 March 2019 and 36,36,000 shares which have been purchased but have not been settled and therefore not extinguished as of 31 March 2019. Subsequent to the year end, the Company has purchased 81,31,000 shares till 12 April 2019.
On 16 November 2018, the company through its subsidiary Infosys Consulting Pte Ltd,has acquired 60% stake in Infosys Compaz Pte. Ltd, a Singapore-based IT services company. The business acquisition was conducted by entering into a share purchase agreement for a total consideration of up to SGD 17 million (approximately Rs 91 crore on acquisition date), which includes a cash consideration of SGD 10 million (approximately Rs 54 crore) and a contingent consideration of up to SGD 7 million (approximately Rs 37 crore on acquisition date).
On 01 April 2019, the acquired 81% voting interests in Hitachi Procurement Service Co., Ltd., (HIPUS), Japan, a wholly-owned subsidiary of Hitachi Ltd, Japan for a total cash consideration of JPY 3.29 billion (approximately Rs 206 crore) on fulfilment of closing conditions. The Company has paid an advance of JPY 3.29 billion (approximately Rs 206 crore) to Hitachi towards cash consideration on 29 March 2019. HIPUS handles indirect materials purchasing functions for the Hitachi Group.
On 28 March 2019, Infosys Consulting Pte Limited (a wholly-owned subsidiary of Infosys Limited) entered into a definitive agreement to acquire 75% of the shareholding in Stater N.V., a wholly-owned subsidiary of ABN AMRO Bank N.V., Netherlands, for a consideration including base purchase price of up to EURO 127.5 million (approximately Rs 990 crore) and customary closing adjustments, subject to regulatory approvals and fulfilment of closing conditions.
As on 31 March 2019, the company has operations spread across 191 locations in 46 countries. As on March 2019,the company have 25 direct subsidiaries and 34 step-down subsidiaries.
The company have presence in 46 countries across 220 locations as on 31March 2020. As on 31 March 2020, the company have 23 direct subsidiaries and 52 step-down subsidiaries.
On 01 April 2019, Infosys Consulting Pte Ltd. acquired 81% of voting interests in HIPUS Co., Ltd. (HIPUS), a whollyowned subsidiary of Hitachi Ltd, Japan, for a total cash consideration of JPY 3.29 billion (approximately Rs 206 crore). HIPUS handles indirect materials purchasing functions for the Hitachi Group.
On 23 May 2019, Infosys Consulting Pte Ltd., a whollyowned subsidiary of Infosys Limited, acquired 75% of voting interests in Stater N.V. (Stater), a wholly-owned subsidiary of ABN AMRO Bank N.V., Netherlands, for a total cash consideration of EURO 154 million (approximately Rs 1,195 crore). Stater brings European mortgage expertise and a robust digital platform to drive superior customer experience.
Infosys Tecnologia do Brasil Ltda, a wholly-owned subsidiary of Infosys Limited, merged into Infosys Consulting Ltda, a wholly-owned subsidiary of Infosys Limited, effective 01 October 2019.
Panaya Japan Co. Ltd, a wholly-owned subsidiary of Panaya Inc., has been liquidated effective 31 October 2019. Infosys Technologies (Australia) Pty. Limited (Infosys Australia) has been liquidated effective 17 November 2019.
On 20 February 2020, Infosys Poland, Sp z.o.o, a whollyowned subsidiary of Infosys BPM Limited, acquired 100% of the voting interests in Infosys Consulting Sp. z.o.o, a whollyowned subsidiary of Infosys Consulting Holding AG.
On 13 March 2020, Infosys Nova Holdings LLC, a whollyowned subsidiary of Infosys Limited, acquired 100% of voting interests in Outbox Systems Inc. dba Simplus, a US-based Salesforce advisor and consulting partner in cloud consulting, implementation and training services for a total consideration of up to USD 250 million (approximately Rs 1,892 crore).
During the FY2020, the company has won Asia IP Elite Award 2019, for developing innovative Intellectual Property (IP) functions and creating IP value. The company also adjudged Best Investor Relations, in the FinanceAsia Best Managed Companies poll, 2020. Also received ET Now Business Leader of the Year Award for Finance Transformation and Best Financial Reporting. Further, the company also won IT Legal Team of the Year Award at the annual flagship event of Legal Era Gennext Business & Law Congress 2020.
The company has been recognized and awarded Top Employers Global 2021 certification in 20 countries across Europe, Middle East, Asia Pacific and North America.
On 08 February 2021, the company announced a strategic collaboration with Sprit Aerosystems, a leading aero structures manufacturer.
In fiscal year 2021, Company launched an integrated cloud offering, Infosys CobaltTM, bringing together over 14,000 cloud assets, over 200 solution blueprints and an array of ecosystem alliances.
As on March 31, 2021, Company has 24 direct subsidiaries and 62 step-down subsidiaries.
During the year 2021, Company completed 3 acquisitions, which comprised of GuideVision, s.r.o. a leading ServiceNow Elite Partner
in Europe augmenting Infosys CobaltTM portfolio of cloud services and strengthening nearshore delivery presence on October 1, 2020; Kaleidoscope Animations, Inc., a US-based product design and development firm strengthening presence in Medical devices, Consumer and Industrial markets on October 9, 2020 and Beringer Commerce Inc. and Beringer Capital Digital Group Inc., collectively known as Blue Acorn iCi, an award-winning, Adobe Platinum partner in the US, and a leader in digital customer experience, commerce and analytics on October 27, 2020. These acquisitions through Infy Consulting Company Ltd (a wholly-owned subsidiary of Infosys Consulting Holding AG) and Infosys Nova Holdings LLC (a wholly owned subsidiary of Infosys Limited) were made for a total consideration of Rs. 1,407 crore, comprising a cash consideration of Rs. 1,307 crore and contingent consideration with an estimated fair value of Rs. 100 crore as on the date of acquisition.
On March 22, 2022, Infosys Consulting Pte. Ltd., a wholly-owned subsidiary of Infosys Limited signed an agreement to acquire oddity, a Germany-based digital marketing, experience, and commerce agency, for a total consideration of up to EUR 50 million. (approx. Rs. 420 crore) and simultaneously Infosys Consulting Pte. Ltd. acquired Infosys Germany GmBH (formerly known Kristall 247. GmBH) to consummate this transaction.
As on March 31, 2022, Company has 27 direct subsidiaries and 50 step-down subsidiaries.
Infosys Ltd
Company History
Infosys Limited is a global technology services firm that defines, designs and delivers information technology (IT)-enabled business solutions to their clients. The Company has presence in 247 locations across 54 countries as on 31 March, 2022. The Company is a leading provider of consulting, technology, outsourcing and next-generation digital services, to enable clients to create and execute strategies for their digital transformation. It also provide end-to-end business solutions that leverage technology for their clients, including technical consulting, design, development, product engineering, maintenance, systems integration, package-enabled consulting, and implementation and infrastructure management services. It also provides software products to the banking industry.
Infosys' strategy is to be a navigator for our clients as they ideate, plan and execute on their journey to a digital future. The Company has developed Finacle, a universal banking solution to large and medium size banks across India and overseas. Infosys BPO is a majority owned subsidiary. Through Infosys BPO, the company provides business process management services, such as offsite customer relationship management, finance and accounting, and administration and sales order processing. Presently, it is having marketing and technical alliance with FileNet, IBM, Intel, Microsoft, Oracle and System Application Products.
Infosys Limited was incorporated as a Public Company in 1981 as Infosys Consultants Pvt. Ltd. The Company is India's second largest software exporter company led by Mr. N. R. Narayana Murthy at Karnataka. The Company was started by 7 people with the investment of USD 250. The Company became a Public Limited Company in the year 1992. The Company was the first Indian company to be listed on the NASDAQ in the year 1999. Infosys also forms a part of the NASDAQ-100 index.
In April 2002, Infosys BPO Ltd was incorporated in India to address opportunities in business process management. In the year 2004, the company acquired 100% equity in Expert Information Services Pty Ltd, Australia for USD 24.3 million. The acquired company was renamed as Infosys Technologies (Australia) Pty Ltd. In October 2, 2004, they set up a wholly owned subsidiary in People's Republic of China named Infosys Technologies (China) Co Ltd. In the year 2005, the company established Infosys Consulting Inc, a wholly owned subsidiary in Texas, US to add high-end consulting capabilities to their Global Delivery Model.
The company was selected as 'Best Outsourcing Partner' by the readers of Waters, a publication covering the needs of chief information officers in the capital market firms. In the year 2007, the company increased the stake value in Progeon to 98.9% after acquiring shares from Citicorp International Financial Company. Infosys had taken over Philips' finance and administration business process outsourcing (BPO) centers spread across India, Poland and Thailand for USD 28 million.
Infosys set up various Special Economic Zone that for the company has an additional tax benefit. They set up another Special Economic Zone unit in Chandigarh, which will be eligible for 100% deduction of profit from exports tax calculation for the first five years followed by 50% deduction for next five years. Infosys has been pursuing their expansion plans over the past few years. The future enhancement of the company is to emerge the developing economies changing the business landscape with help of accessible talent pools and the adoption of non-linear growth model. It is a long term strategy. Infosys Technologies Ltd has partnered with ACDI/VOCA for promotes broad-based economic growth and to develop information and communication technology-enabled application to improve efficiencies in the agro supply chain in India.
In the year 2008, the company established their first Latin American subsidiary, namely Infosys Technologies S de R L de C V in Mexico to improve proximity to their North American clients. They also opened a development center and office for the region in Monterrey, Mexico. As of April 2008, the company acquired Internet Protocol (IP) from an Australian company to add more functionality to Finacle. The IP, that provides a comprehensive set of financial tools to company's existing product line. In July 2008, the company launched ShoppingTrip360 to help retailers and consumer packaged goods (CPG) companies achieve visibility into in-store activity. ShoppingTrip360 is a platform that enables a suite of managed-information services to create a 360-degree view of real time in store shopper and shelf activity.
The company was ranked among the top 50 most respected companies in the world by Reputation Institute's Global Reputation Pulse 2009. They have been voted the 'Most Admired Indian Company' in The Wall Street Journal Asia 200 for 10 years in a row since 2000. The company was also listed in the Most Admired Knowledge Enterprises (MAKE) 2008 study and Forbes' Asian Fabulous 50 for the fourth consecutive year.
In March 2009, the company incorporated a wholly owned subsidiary in Sweden, namely Infosys Technologies (Sweden) AB. In November 2009, the company opened their second Latin America IT Development Center in Mexico offering global, near-shore, and Latin American clients a full range of information technology (I.T.) services including Business and I.T. Consulting, Business Process Outsourcing (BPO), Packaged Solutions Implementation and Infrastructure Management.
In November 12, 2009, the company and NVIDIA Corp. entered into a partnership to develop Nvidia Cuda to compute unified device architecture and technology-enabled software solutions. Also, the company signed a contract with Georgia-Pacific LLC (Georgia-Pacific), a forest and consumer products company, to implement its Supply Chain Visibility and Collaboration Suite. In December 2009, the company has set up a wholly owned unit in the U.S. to tap the multibillion-dollar opportunities from government projects. The subsidiary, called Infosys Technologies Inc will be headquartered in Dallas, Texas, where the company has most of their operations.
In December 14, 2009, the company launched Flypp, an application platform which will empower mobile service providers to delight digital consumers through a host of ready-to-use experiential applications across the universe of devices and in December 15, 2009, they launched Finacle Advisor, an integrated platform which helps banks to deliver products and services through a fully assisted self-service channel using existing Internet banking capabilities. Also, the company incorporated a wholly owned Brazilian subsidiary, namely Infosys Technologia Do Brasil Ltda.
During the year 2009-10, Infosys Consulting Inc incorporated a wholly owned subsidiary, Infosys Consulting India Ltd and invested Rs 1 crore in the subsidiary. SETLabs' IP Cell filed 31 patent applications in the United States Patent and Trademark Office (USPTO) and Indian Patent Office.
In December 2009, Infosys BPO acquired 100% voting interests in McCamish Systems LLC (McCamish), a business process solution provider based at Atlanta, US. The business acquisition was conducted entering into Membership Interest Purchase Agreement for a cash consideration of Rs 173 crore and a contingent consideration of Rs 67 crore. In March 2010, the company launched Finacle Treasury-in-a-Box, a rapid implementation framework for an integrated front, middle and back office treasury system.
During the year 2010-11, the company formally launched their new corporate strategy, Building Tomorrow's Enterprise to showcase its plan for leading the services industry into the new era as the next generation global consulting and services company. Infosys Labs' IP Cell filed 91 patent applications in the United States Patent and Trademark Office (USPTO) and the Indian Patent Office.
In February 2011, the company incorporated a wholly owned subsidiary, Infosys (Shanghai) Company Ltd. Also, they inaugurated their first Software Development Block (I) at their Technopark Campus II (SEZ) in Thiruvanthapuram, Kerala.
The name of the company was changed from Infosys Technologies Ltd to Infosys Ltd with effect from June 16, 2011.
In November 2011, Atlas Copco AB entered into an agreement with the company to handle parts of its financial processes, such as accounting to reporting and processing of supplier invoices. The project will affect approximately 230 positions within Atlas Copco, and of these Infosys will offer employment to around 70 staff working in the Czech Republic.
In December 2011, the company signed a multi-year Transformation and Business IT services contract with Syngenta AG. In a landmark contract that will provide consistency and predictability of service delivery, Infosys will consolidate Syngenta's Global Business IT services landscape under a single shared services engagement.
In February 2012, Bharti Airtel selected the company as its partner for Airtel Money mobile wallet service. Under this partnership, Infosys WalletEdge, the mobile commerce platform will enable the ubiquitous mobile wallet service to support cashless payments and settlements needs of diverse customer segments.
In 2013 Infosys begins trading on NYSE Euronext London and Paris markets. Infosys Edge wins the NASSCOM Business Innovation Award for 2013. Infosys presented with 2013 Environmental Tracking Carbon Ranking Leader' award
In 2014 Infosys announced bonus in the ratio of 1:1.
In 2015 Infosys Public Services implements financial management solution for L.A. Care Health Plan to Improve Healthcare Access. Infosys and Cornell University's Center of Hospitality Research Collaborate to Design Industry Research. Infosys wins a contract from Sweden-based ICA Gruppen to manage its IT operations. ABN AMRO Selects Infosys as One of the Strategic Partners to Drive its Business Transformation Program. Infosys signs 5-year agreement with Dutch firm TNT. Infosys received Daimler Supplier Award 2014. Infosys Innovation Fund invests in Air Quality Monitoring Pioneer, Airviz. Infosys also signs a multi-year IT infrastructure deal with UK-based department store company, House of Fraser. Infosys launches Preventive Maintenance Offering 'Finacle Assure'.
On 5 March 2015, Infosys announced that it has completed the acquisition of Panaya, Inc., a leading provider of automation technology for large-scale enterprise software management. On 16 February 2015, Infosys announced a definitive agreement to fully acquire Panaya, Inc. for an enterprise value of USD 200 million.
On 4 June 2015, Infosys announced that it has completed the acquisition of Kallidus Inc. (d.b.a Skava) and its affiliate, a leading provider of digital experience solutions, including mobile commerce and in-store shopping experiences to large retail clients. On 24 April 2015, Infosys announced a definitive agreement to acquire Kallidus Inc. (d.b.a Skava) and its affiliate in an all-cash deal for an aggregate purchase consideration of $120 million including retention bonus and a deferred component.
On 19 June 2015, Infosys announced that Sharjah Islamic Bank (SIB), a leading Sharia-compliant bank in the Middle East, has selected Finacle e-Banking and Mobile Banking solutions to enhance customer service and deliver new-age channel banking experiences. On the same day, Infosys announced that it has won a five-year contract from NBTY Inc., a global manufacturer, marketer, distributor and retailer of market-leading vitamins and nutritional supplements. As part of this agreement, Infosys will provide development and support services for NBTY's IT systems.
On 3 July 2015, Infosys announced that it won an order from Allied Irish Banks, p.l.c. (AIB), a financial services group operating predominantly in the Republic of Ireland and the UK. As a strategic partner to AIB, Infosys will provide application development and management, and transformation and innovation services.
On 8 July 2015, Infosys announced that it has won a multi-year contract from Deutsche Bank. On 20 August 2015, Infosys announced the launch of enhanced service offerings in Design Thinking, Platforms and Knowledge-Based IT (KBIT). These services are aimed at helping clients address three key aspects of their business: a non-disruptive renewal and simplification of their existing landscapes; introduction of new offerings and business models in a dynamic business environment, and creating a culture of innovation in their organizations.
On 2 September 2015, Infosys announced the launch of its Finacle Payments Bank and Finacle Small Finance Bank solutions for the India market. With these solutions, licensees can set up the required technology backbone and become operational quickly. On 10 September 2015, Infosys and ATP, the governing body of men's professional tennis, announced a strategic partnership to leverage the latest technological advances in mobility, cloud and analytics to transform the experience of tennis fans and players the world over.
On 16 September 2015, Infosys announced that Qantas Credit Union, a top Australian Credit Union, has chosen Infosys Finacle to improve its customer's digital experience as part of a business transformation strategy. Finacle is the industry-leading universal banking solution from EdgeVerve Systems, a wholly owned subsidiary of Infosys.
On 21 September 2015, Infosys announced that it has bagged a three-year contract from TOMS Shoes to maintain and develop its digital platform. On 30 September 2015, Infosys announced that it has collaborated with GE, a digital industrial company, and others to develop new Internet of Things (IoT) solutions designed to help manufacturers and other industrial enterprises improve asset efficiency and build more intelligent linkages between design, production and field-testing.
On 20 October 2015, Infosys announced that Openreach, the infrastructure division of BT Group, has expanded its Seamless Desktop project to an additional 1,000 users. This expansion brings the number of front office and back office call center agents, who benefit from this award-winning platform, to over 5,000.
On 19 November 2015, Infosys announced that it has completed the acquisition of Noah Consulting, LLC, a leading provider of advanced information management consulting services for the oil and gas industry. On 19 October 2015, Infosys announced a definitive agreement to acquire Noah Consulting, LLC in an all-cash deal for an aggregate purchase consideration of US$70 million.
On 9 December 2015, Infosys announced that it has made an investment of USD 4 million in CloudEndure, a startup that provides Cloud Migration and Cloud-based Disaster Recovery (DR) software. On 10 December 2015, Infosys announced that it has won a contract to transform the application landscape of DNB Bank of Norway. On 14 December 2015, Infosys announced that it has made an investment of USD 3 million in WHOOP, an early stage company offering a performance optimization system for elite professional sports teams.
On 15 December 2015, Infosys announced that Fubon Bank (Hong Kong) Limited, a wholly owned subsidiary of Fubon Financial Holding Co. Ltd., has selected Infosys' Finacle core banking solution to accelerate growth.
On 28 January 2016, Infosys announced that it has made an investment of USD 4 million in Waterline Data Science, a leading provider of data discovery and data governance software. On 10 February 2016, Infosys announced that M Financial Group has extended its BPO contract with the company by 10 years.
On 25 February 2016, Infosys Finacle, part of EdgeVerve Systems, announced an agreement with Bank Leumi (UK) PLC, one of the leading foreign-owned banks in London and part of the international Bank Leumi Group., to replace its existing e-banking system with Finacle Corporate e-banking solution. On 2 March 2016, Infosys, announced that Al Ahli Bank of Kuwait (ABK), a leading retail bank in Kuwait, has selected Finacle to drive its technology transformation.
On 21 April 2016, Infosys announced it has been selected by Welsh Water to manage substantial elements of its IT estate in a transformative deal lasting up to 10 years, one of the largest IT deals in the UK water utility sector. On 27 April 2016, Infosys announced that it has made an investment in Trifacta, a leading provider of data wrangling software that enables non-technical users to easily transform data for analysis.
On 28 April 2016, Infosys announced an expanded relationship with Microsoft Corp., a global leader in platform and productivity solutions, in driving industry-led solutions, to simplify and automate migration to Microsoft products and to accelerate Microsoft Azure-based and other digital transformations for clients. On the same day, Infosys announced the launch of Infosys Mana, a platform that brings machine learning together with the deep knowledge of an organization, to drive automation and innovation - enabling businesses to continuously reinvent their system landscapes.
On 23 May 2016, Infosys announced that it has won a five-year contract from Commerzbank, the second largest bank in Germany. As part of this agreement, Infosys will remodel the bank's investment banking IT architecture, optimize IT processes, and evaluate a potential Post-Trade Processing Utility. On 8 June 2016, Infosys announced that Paytm, India's largest mobile payments and commerce platform, has selected Infosys' Finacle Core Banking solution to power its payments bank business.
On 14 September 2016, Infosys announced that it has bagged an order to provide engineering services to Ansaldo Energia, a producer of thermoelectric power plants. To support Ansaldo Energia, Infosys will expand its global service delivery network into Eastern Europe and Russia's established heavy engineering sector by creating two development centers - in Croatia and Moscow in Russia.
On 11 November 2016, Infosys announced that it has made an investment in TidalScale, a pioneer in Software-Defined Servers that simplify the way companies can apply computing resources to tackle big problems. On 18 November 2016, Infosys announced that it has made an investment of DKK 14,920,000 from its Innovation Fund in UNSILO, a Danish artificial intelligence startup focused on advanced text analysis. UNSILO uses a unique combination of machine-learning and natural language processing to analyze large quantities of text and improve the speed and effectiveness of knowledge workers across many industries.
On 23 November 2016, Infosys announced that it has signed a definitive agreement for a Limited Partner investment of Rs 31.6 crore from its Innovation Fund in Stellaris Venture Partners, an India-based early stage venture fund. This investment is towards the first close of Stellaris' fund. On 14 December 2016, Infosys announced that it has made an investment from its Innovation Fund in ideaForge, an Indian startup focused on Unmanned Aerial Vehicle (UAV) solutions.
On 8 March 2017, Infosys' US-based subsidiary Infosys Public Services Inc. announced a partnership with the Texas Department of Family & Protective Services (DFPS) to modernize the agency's IMPACT (Information Management Protecting Adults and Children of Texas) system. IMPACT is the primary case management and administrative system used by DFPS to deliver child welfare related services.
On 24 April 2017, Infosys announced the opening its first office and delivery center (DC) in Karlovac, Croatia, thereby strengthening its engineering footprint in Eastern Europe. On 26 April 2017, Infosys announced the launch of Infosys Nia, the next-generation Artificial Intelligence Platform building on the success of the company's first-generation AI platform, Infosys Mana, and its Robotic Process Automation (RPA) solution, AssistEdge.
On 15 May 2017, Infosys Finacle, part of EdgeVerve Systems, a wholly-owned subsidiary of Infosys, and MauBank, a leading bank in the Republic of Mauritius, announced the bank's successful adoption of Finacle's Leasing Solution for its strategic leasing services business. Finacle is the industry-leading universal banking solution from EdgeVerve Systems, a wholly owned product subsidiary of Infosys.
On 25 May 2017, Infosys announced a strategic alliance with HP Inc. to help businesses accelerate digital transformation as part of the HP Global System Integrator (GSI) Alliance Program. On 30 June 2017, Infosys announced that it has signed an agreement for divestment of its entire investment in Cloudyn for a total consideration of approximately USD 4,400,000. The divestment is due to Microsoft signing a definitive agreement for the acquisition of Cloudyn. On 11 July 2017, Infosys' wholly-owned subsidiary EdgeVerve Systems announced the availability of its Finacle suite of solutions on Amazon Web Services (AWS).
The Board of Directors of Infosys at its meeting held on 19 August 2017 approved buyback of its fully paid equity shares of Rs 5 each for an amount not exceeding Rs 13000 crore. The buyback offer size is 20.51% of the total paid up equity capital and free reserves of the company as on 30 June 2017. The buyback offer will comprise a purchase of up to 11.30 crores equity shares aggregating up to 4.92% of the paid up capital of the company at a price of Rs 1,150 per equity share through the tender offer route.
On 6 September 2017, Infosys announced the opening of a new state-of-the-art office space in Amsterdam, Netherlands. On 11 September 2017, Infosys announced that it has completed the acquisition of Brilliant Basics, a London-based product design and customer experience (CX) innovator known for its world-class design thinking-led approach and experience in executing global programs.
On 12 September 2017, Infosys announced that it would open its North Carolina Technology and Innovation Hub in Raleigh. This innovation hub is expected to hire 2,000 American workers by 2021.
On 18 September 2017, Infosys announced that it had won a contract from the CMA CGM Group, a world leader in container shipping, which will simplify and transform CMA CGM's IT applications and improve customer service experience. As part of the agreement, and at the request of CMA CGM, Infosys will open a Delivery Center (DC) in Marseille, which will become a key hub attracting and enhancing local expertise. Infosys will also acquire CMA CGM's Innovation and Delivery Center in Dubai, UAE, expanding its footprint in the Middle East.
On 19 September 2017, Infosys Finacle announced its partnership with Niki.ai, a FinTech start-up that offers chat based commerce solutions. With this partnership, Finacle solution suite will be available with Niki.ai's chat-based virtual assistant - Niki. This offering will enable banks to offer its customers a virtual banking assistant for shopping products and services.
On 22 September 2017, Infosys Finacle announced a partnership with ToneTag, a provider of near-field communications, payment and location based services using sound waves. Through this partnership, Finacle and ToneTag will offer a joint solution that would leverage the latter's sound wave technology to enable proximity payments and interactions.
On 25 September 2017, Infosys announced the launch of a private cloud solution in collaboration with Micro Focus SUSE, a pioneer in open source software, providing software-defined data center infrastructure and application delivery solutions. This solution will help businesses significantly accelerate their digital transformation journey by being hardware agnostic, enabling faster time to market through rapid adoption, providing faster delivery of services, and greater infrastructure agility and control.
On 4 October 2017, Infosys announced that it has won an order from KONE, a global leader in the elevator and escalator industry, to support its IT transformation. On 16 November 2017, Infosys and ATP, the governing body of men's professional tennis, announced the launch of Second Screen, a new feature providing player performance insights within seconds of a point being played. The Second Screen capability offers valuable information on the strengths and weaknesses of players, enabling them and their coaches to review strategies and improve performance.
On 27 November 2017, Infosys announced a partnership with Hewlett Packard Enterprise (HPE) to offer a joint end-to-end mainframe modernization solution, which will provide global enterprise customers robust hardware and advanced software architecture.
On 29 November 2017, Infosys Finacle, part of EdgeVerve Systems, a product subsidiary of Infosys, announced the global availability of Finacle Trade Connect, a blockchain based trade finance solution for banks. The solution will help digitize the trade finance business process, including validation of ownership, certifying documents and making payments, while working on a distributed, trusted and shared network.
On 19 December 2017, the name of Infosys' Business Process Outsourcing (BPO) subsidiary Infosys BPO was changed to Infosys BPM Limited to reflect the paradigm shift in the nature of services that the company offers through its holistic approach of end-to-end transformative BPM (Business Process Management). Infosys BPM, the business process management subsidiary of Infosys, was set up in April 2002.
On 29 December 2017, Infosys announced that it has signed an agreement for divestment of its entire investment in ANSR Consulting Holdings, Inc., a Delaware corporation, for a total consideration of USD 1,000,000.
On 4 January 2018, Infosys announced a new partnership with paperless validation company ValGenesis that will bring even stronger compliance and quality management for its customers in the healthcare and life sciences sectors. Under the partnership, Infosys will integrate ValGenesis' Validation Lifecycle Management System (VLMS) within its suite of services for the pharmaceutical and biotech industry, which will be delivered in a rapidly deployable, highly secure cloud environment.
On 5 January 2018, Infosys announced that it had won a contract from Proximus, the largest telecommunications company in Belgium, to implement Excite - a business transformation program aimed at delivering superior digital customer experiences for its enterprise clients. The multi-year program will strengthen Proximus' leadership in the professional services market by replacing legacy IT systems, streamlining processes and deploying advanced tools for quoting, selling, ordering, billing, invoicing and more.
On 9 January 2018, Infosys announced the successful conclusion of an Advance Pricing Agreement (APA) with the U.S. Internal Revenue Service (IRS). Under the APA, Infosys and the IRS have agreed on the methodology to allocate revenues and compute the taxable income of the company's US operations. This agreement covers financial years from 2011 to 2021. The APA will enhance predictability of the company's tax obligations in respect of its US operations.
On May 22, 2018, Infosys acquired 100% of the voting interests in WongDoody Holding Company Inc., an US-based, full-service creative and consumer insights agency. The business acquisition was conducted by entering into a share purchase agreement for a total consideration of up to USD 75 million (approximately Rs. 514 crore on acquisition date).
On October 11, 2018, Infosys Consulting Pte Limited (a wholly-owned subsidiary of Infosys Limited) acquired 100% voting interests in Fluido Oy (Fluido), a Nordic-based Salesforce advisor and consulting partner in cloud consulting, implementation and training services, for a total consideration of up to EUR 65 million (approximately Rs. 560 crore).
On November 16, 2018, Infosys Consulting Pte Limited (a wholly-owned subsidiary of Infosys Limited) acquired 60% stake in Infosys Compaz Pte. Ltd, a Singapore-based IT services company. The business acquisition was conducted by entering into a share purchase agreement for a total consideration of up to SGD 17 million (approximately Rs. 91 crore on acquisition date).
During the year ended March 2018, the Company had initiated identification and evaluation of potential buyers for its subsidiaries, Kallidus and Skava and Panaya, collectively referred to as 'the disposal group'.
The Board, at its meeting held on 13 July 2018, approved and recommended the issue of bonus shares and increase the liquidity of its shares. The shareholders approved the issue of bonus shares (vide postal ballot concluded on August 22, 2018). The Company had allotted 218,41,91,490 fully paid up equity shares of face value Rs. 5 each. A bonus share of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS) for every ADS held have been allotted. The bonus shares were credited to the eligible shareholders as on the record date, i.e. September 5, 2018.
In July 2018, the Company voluntarily delisted its ADSs from the Euronext Paris and Euronext London exchanges. The primary reason for delisting is the low average daily trading volume of Infosys ADSs on these exchanges, which was not commensurate with the related administrative requirements. During the five-year period of the Company's listing on Euronext Paris and Euronext London, the average daily trading volume of the Company's ADSs was significantly lower than its average daily trading volume on the NYSE. There was no change in the Infosys share / ADS count, capital structure and float as a result of the delisting from above exchanges. Infosys ADSs continues to be listed on the NYSE under the symbol INFY' and investors can continue to trade their ADSs on the NYSE as before.
The Board at its meeting on 11 January 2019 approved the buyback of equity shares through the open market route through the Indian stock exchanges, amounting to Rs. 8,260 crore (maximum buyback size) at a price not exceeding Rs. 800 per equity share (maximum buyback price), subject to the shareholders' approval by way of a postal ballot. The shareholders approved the proposal of buyback of equity shares through the postal ballot that concluded on March 12, 2019. During the year ended March 31, 2019, 1,26,52,000 equity shares were bought back from the Indian stock exchanges. Subsequent to the year-end, the Company has purchased 81,31,000 shares till the date of the Board's report.
On April 1, 2019, Infosys Consulting Pte Limited (a wholly-owned subsidiary of Infosys Limited) acquired 81% of voting interests in Hitachi Procurement Service Co., Ltd. (HIPUS), Japan, a wholly-owned subsidiary of Hitachi Ltd, Japan for a total cash consideration of JPY3.29 billion (approximately Rs. 206 crore), on fulfilment of closing conditions. The Company had paid an advance of JPY3.29 billion (approximately Rs. 206 crore) to Hitachi towards cash consideration on March 29, 2019. HIPUS handles indirect materials purchasing functions for Hitachi Group. The name of Company - Hitachi Procurement Service Co., Ltd. - has been changed to HIPUS Co., Ltd. with effect from 01 April 2019.
The Company has allotted 218,41,91,490 fully-paid-up equity shares (including treasury shares) of face value Rs 5 each during the three months ended 30 September 2018 pursuant to a bonus issue approved by the shareholders through a postal ballot.
In line with the Capital Allocation Policy announced in April 2018, the Board, at its meeting on 11 January 2019, approved the buyback of equity shares under the open market route through the Indian stock exchanges, amounting to Rs 8,260 crore (maximum buyback size) at a price not exceeding Rs 800 per share (maximum buyback price), subject to shareholders' approval by way of a postal ballot.
During the FY 2019, 1,26,52,000 equity shares were bought back from Indian stock exchanges, which includes 18,18,000 shares which have been purchased but not extinguished as of 31 March 2019 and 36,36,000 shares which have been purchased but have not been settled and therefore not extinguished as of 31 March 2019. Subsequent to the year end, the Company has purchased 81,31,000 shares till 12 April 2019.
On 16 November 2018, the company through its subsidiary Infosys Consulting Pte Ltd,has acquired 60% stake in Infosys Compaz Pte. Ltd, a Singapore-based IT services company. The business acquisition was conducted by entering into a share purchase agreement for a total consideration of up to SGD 17 million (approximately Rs 91 crore on acquisition date), which includes a cash consideration of SGD 10 million (approximately Rs 54 crore) and a contingent consideration of up to SGD 7 million (approximately Rs 37 crore on acquisition date).
On 01 April 2019, the acquired 81% voting interests in Hitachi Procurement Service Co., Ltd., (HIPUS), Japan, a wholly-owned subsidiary of Hitachi Ltd, Japan for a total cash consideration of JPY 3.29 billion (approximately Rs 206 crore) on fulfilment of closing conditions. The Company has paid an advance of JPY 3.29 billion (approximately Rs 206 crore) to Hitachi towards cash consideration on 29 March 2019. HIPUS handles indirect materials purchasing functions for the Hitachi Group.
On 28 March 2019, Infosys Consulting Pte Limited (a wholly-owned subsidiary of Infosys Limited) entered into a definitive agreement to acquire 75% of the shareholding in Stater N.V., a wholly-owned subsidiary of ABN AMRO Bank N.V., Netherlands, for a consideration including base purchase price of up to EURO 127.5 million (approximately Rs 990 crore) and customary closing adjustments, subject to regulatory approvals and fulfilment of closing conditions.
As on 31 March 2019, the company has operations spread across 191 locations in 46 countries. As on March 2019,the company have 25 direct subsidiaries and 34 step-down subsidiaries.
The company have presence in 46 countries across 220 locations as on 31March 2020. As on 31 March 2020, the company have 23 direct subsidiaries and 52 step-down subsidiaries.
On 01 April 2019, Infosys Consulting Pte Ltd. acquired 81% of voting interests in HIPUS Co., Ltd. (HIPUS), a whollyowned subsidiary of Hitachi Ltd, Japan, for a total cash consideration of JPY 3.29 billion (approximately Rs 206 crore). HIPUS handles indirect materials purchasing functions for the Hitachi Group.
On 23 May 2019, Infosys Consulting Pte Ltd., a whollyowned subsidiary of Infosys Limited, acquired 75% of voting interests in Stater N.V. (Stater), a wholly-owned subsidiary of ABN AMRO Bank N.V., Netherlands, for a total cash consideration of EURO 154 million (approximately Rs 1,195 crore). Stater brings European mortgage expertise and a robust digital platform to drive superior customer experience.
Infosys Tecnologia do Brasil Ltda, a wholly-owned subsidiary of Infosys Limited, merged into Infosys Consulting Ltda, a wholly-owned subsidiary of Infosys Limited, effective 01 October 2019.
Panaya Japan Co. Ltd, a wholly-owned subsidiary of Panaya Inc., has been liquidated effective 31 October 2019. Infosys Technologies (Australia) Pty. Limited (Infosys Australia) has been liquidated effective 17 November 2019.
On 20 February 2020, Infosys Poland, Sp z.o.o, a whollyowned subsidiary of Infosys BPM Limited, acquired 100% of the voting interests in Infosys Consulting Sp. z.o.o, a whollyowned subsidiary of Infosys Consulting Holding AG.
On 13 March 2020, Infosys Nova Holdings LLC, a whollyowned subsidiary of Infosys Limited, acquired 100% of voting interests in Outbox Systems Inc. dba Simplus, a US-based Salesforce advisor and consulting partner in cloud consulting, implementation and training services for a total consideration of up to USD 250 million (approximately Rs 1,892 crore).
During the FY2020, the company has won Asia IP Elite Award 2019, for developing innovative Intellectual Property (IP) functions and creating IP value. The company also adjudged Best Investor Relations, in the FinanceAsia Best Managed Companies poll, 2020. Also received ET Now Business Leader of the Year Award for Finance Transformation and Best Financial Reporting. Further, the company also won IT Legal Team of the Year Award at the annual flagship event of Legal Era Gennext Business & Law Congress 2020.
The company has been recognized and awarded Top Employers Global 2021 certification in 20 countries across Europe, Middle East, Asia Pacific and North America.
On 08 February 2021, the company announced a strategic collaboration with Sprit Aerosystems, a leading aero structures manufacturer.
In fiscal year 2021, Company launched an integrated cloud offering, Infosys CobaltTM, bringing together over 14,000 cloud assets, over 200 solution blueprints and an array of ecosystem alliances.
As on March 31, 2021, Company has 24 direct subsidiaries and 62 step-down subsidiaries.
During the year 2021, Company completed 3 acquisitions, which comprised of GuideVision, s.r.o. a leading ServiceNow Elite Partner
in Europe augmenting Infosys CobaltTM portfolio of cloud services and strengthening nearshore delivery presence on October 1, 2020; Kaleidoscope Animations, Inc., a US-based product design and development firm strengthening presence in Medical devices, Consumer and Industrial markets on October 9, 2020 and Beringer Commerce Inc. and Beringer Capital Digital Group Inc., collectively known as Blue Acorn iCi, an award-winning, Adobe Platinum partner in the US, and a leader in digital customer experience, commerce and analytics on October 27, 2020. These acquisitions through Infy Consulting Company Ltd (a wholly-owned subsidiary of Infosys Consulting Holding AG) and Infosys Nova Holdings LLC (a wholly owned subsidiary of Infosys Limited) were made for a total consideration of Rs. 1,407 crore, comprising a cash consideration of Rs. 1,307 crore and contingent consideration with an estimated fair value of Rs. 100 crore as on the date of acquisition.
On March 22, 2022, Infosys Consulting Pte. Ltd., a wholly-owned subsidiary of Infosys Limited signed an agreement to acquire oddity, a Germany-based digital marketing, experience, and commerce agency, for a total consideration of up to EUR 50 million. (approx. Rs. 420 crore) and simultaneously Infosys Consulting Pte. Ltd. acquired Infosys Germany GmBH (formerly known Kristall 247. GmBH) to consummate this transaction.
As on March 31, 2022, Company has 27 direct subsidiaries and 50 step-down subsidiaries.
Infosys Ltd
Directors Reports
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 March 31, 2022. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.
1. Results of our operations and state of affairs
|
|
in Rs. crore, except per equity share data |
| Particulars |
Standalone |
Consolidated |
|
For the year ended March 31, |
YoY growth |
For the year ended March 31, |
YoY growth |
|
2022 |
2021 |
(%) |
2022 |
2021 |
(%) |
| Revenue from operations |
1,03,940 |
85,912 |
21.0 |
1,21,641 |
1,00,472 |
21.1 |
| Other income, net |
3,224 |
2,467 |
30.7 |
2,295 |
2,201 |
4.3 |
| Total income |
1,07,164 |
88,379 |
21.3 |
1,23,936 |
1,02,673 |
20.7 |
| Expenses |
|
|
|
|
|
|
| Cost of sales |
69,629 |
55,541 |
25.4 |
81,998 |
65,413 |
25.4 |
| Selling and marketing expenses |
4,125 |
3,676 |
12.2 |
5,156 |
4,627 |
11.4 |
| General and administration expenses*1' |
4,787 |
4,559 |
5.0 |
6,472 |
5,810 |
11.4 |
| Total expenses |
78,541 |
63,776 |
23.2 |
93,626 |
75,850 |
23.4 |
| Profit / loss before finance cost and tax expenses |
28,623 |
24,603 |
16.3 |
30,310 |
26,823 |
13.0 |
| Finance cost |
128 |
126 |
1.6 |
200 |
195 |
2.6 |
| Profit before tax |
28,495 |
24,477 |
16.4 |
30,110 |
26,628 |
13.1 |
| Profit before tax (% of revenue) |
27.4 |
28.5 |
|
24.8 |
26.5 |
|
| Tax expense |
7,260 |
6,429 |
12.9 |
7,964 |
7,205 |
10.5 |
| Profit after tax |
21,235 |
18,048 |
17.7 |
22,146 |
19,423 |
14.0 |
| Profit after tax (% of revenue) |
20.4 |
21.0 |
|
18.2 |
19.3 |
|
| Total other comprehensive income / (loss), net of tax |
(48) |
191 |
|
182 |
306 |
|
| Total comprehensive income for the year attributable to the owners of the Company |
21,187 |
18,239 |
|
22,293 |
19,651 |
|
| Profit attributable to owners of the Company |
21,235 |
18,048 |
|
22,110 |
19,351 |
|
| Non-controlling interests |
- |
- |
|
36 |
72 |
|
| Earnings per share (EPS) |
|
|
|
|
|
|
| Basic |
50.27 |
42.37 |
18.6 |
52.52 |
45.61 |
15.2 |
| Diluted |
50.21 |
42.33 |
18.6 |
52.41 |
45.52 |
15.1 |
1 crore = 10 million
Notes:
The above figures are extracted from the audited standalone and consolidated financial
statements as per Indian Accounting Standards (Ind AS).
Equity shares are at par value of Rs.5 per share.
(1)
Includes impairment of capital assets of Rs.283 crore under CSR expense in
the
Standalone financial statements of the Company, consequent to the Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021. During the year ended
March 31, 2021, the Company intended to transfer its CSR capital assets created prior to
January 2021 to a controlled subsidiary and the same has been completed on obtaining the
requisite approvals in the year ended March 31, 2022. The recoverable amount of capital
assets is expected to exceed the carrying amount including in the period subsequent to the
transfer to a controlled subsidiary, hence no impairment charge has been recorded in the
Consolidated
financial statements.
Financial position
|
in Rs. crore, except equity share data |
| Particulars |
Standalone |
Consolidated |
|
As at March 31, |
As at March 31, |
|
2022 |
2021 |
2022 |
2021 |
| Net current assets |
27,461 |
30,660 |
33,582 |
36,868 |
| Property, plant and equipment (including capital work-in-progress) |
11,795 |
11,836 |
13,491 |
13,482 |
| Right-of-use assets |
3,311 |
3,435 |
4,823 |
4,794 |
| Goodwill and other intangible assets |
243 |
234 |
7,902 |
8,151 |
| Other non-current assets |
31,601 |
30,152 |
24,484 |
21,226 |
| Total assets |
99,387 |
93,939 |
1,17,885 |
1,08,386 |
| Non-current lease liabilities |
3,228 |
3,367 |
4,602 |
4,587 |
| Other non-current liabilities |
1,877 |
1,419 |
3,944 |
3,152 |
| Retained earnings - Opening balance |
57,518 |
52,419 |
62,643 |
56,309 |
| Add: |
|
|
|
|
| Profit for the year |
21,235 |
18,048 |
22,110 |
19,351 |
| Transfer from Special Economic Zone Re-investment Reserve on utilization |
1,012 |
967 |
1,100 |
1,039 |
| Less: |
|
|
|
|
| Dividends |
(12,700) |
(9,158) |
(12,655) |
(9,120) |
| Buyback of equity shares (including tax on buyback) |
(8,822) |
- |
(8,822) |
- |
| Transfer to general reserve |
- |
(1,554) |
(10) |
(1,554) |
| Transfer to Special Economic Zone Re-investment Reserve |
(2,794) |
(3,204) |
(3,054) |
(3,354) |
| Payment towards acquisition of minority interest |
- |
- |
1 |
(28) |
| Retained earnings - Closing balance |
55,449 |
57,518 |
61,313 |
62,643 |
| Equity share capital |
2,103 |
2,130 |
2,098 |
2,124 |
| Other reserves and surplus(1) |
11,750 |
11,831 |
10,415 |
10,243 |
| Other comprehensive income |
4 |
52 |
1,524 |
1,341 |
| Non-controlling interest |
- |
- |
386 |
431 |
| Total equity |
69,306 |
71,531 |
75,736 |
76,782 |
| Total equity and liabilities |
99,387 |
93,939 |
1,17,885 |
1,08,386 |
Excluding retained earnings
Global health pandemic from COVID-19
At Infosys, as we continue in our endeavor to fight waves of the COVID-19 pandemic, our
priority remains the safety and well-being of our employees, and business continuity for
our clients. Business continuity programs were tested and practiced, and the processes
were proven to be resilient. We received the ISO 22301 Business Continuity Management
System certification for being a company with resilient processes.
Considering employee safety as paramount, we implemented elaborate support measures for
employees during the three COVID-19 waves in India, and at our global locations. We
operated dedicated COVID Care Centers in 14 cities in India and also established tie-ups
with more than 1,500 hospitals in 323 cities in India for the treatment of employees and
their families. We also established a 24x7 war room and help-desk- coordinated support
measures, such as tie-ups with testing labs and ambulance services providers, video
consultation with doctors, COVID leave provision, insurance coverage, oxygen
concentrators, medicines, fresh food, and counselling support. During the COVID waves, we
provided emergency support (hospital beds / ventilators / plasma / oxygen) for over 6,100
employees / family members and addressed more than 78,000 queries for COVID medical
support. Some of these support measures were also provided at global locations as
required.
We also leveraged our technological expertise, creating mobile application 'Apthamitra'
to help local governments in their fight against COVID-19.
Vaccination efforts: We facilitated Company-sponsored vaccination drives in India
for employees and five dependents, including booster doses. We arranged vaccination
centers at our campuses in India and also conducted vaccination camps in major cities for
the benefit of employees working from home, away from DC locations. As on March 31,2022,
96.1% of employees in India were vaccinated with at least one dose, and 90% were fully
vaccinated.
At global locations, we encouraged employees to avail vaccinations provided by the
governments.
Work from home (WFH): At the onset of the pandemic at 2020, to ensure employee
safety and business continuity, we were able to transition 99% of employees globally to a
work from home arrangement. Further, based on client requirements and the COVID situation,
WFH continued as required in fiscal 2022. We have been able to virtually engage over
1,50,000 employees through more than 900 initiatives, and employee satisfaction with these
initiatives has been rated at an all-time high of 91% across locations.
Wellness: Amid these transitions and pandemic-related uncertainties, the well-being
of our employees has become a critical focal point. Through concentrated efforts over the
last
24 months, we have implemented several well-being initiatives for our employees
globally, including sessions with experts on mental health, self-care and women's health,
along with sessions on creating a healthy work-life balance. We have also developed a
virtual General Practice service in Europe, where employees can schedule video
consultations, without a physical visit.
Client support: Our focus on our client commitments remained unwavering through
this period, reflecting in the record number of large deals we secured even while working
remotely. With our operations teams ensuring smooth WFH processes and remote collaboration
for our 3,14,000+ global workforce, we were able to ensure that client service level
agreements (SLAs) were met and project milestones delivered on time. However, remote
working conditions also multiplied cybersecurity risks, not just for us, but for clients
as well. Being an early adopter of advanced cybersecurity strategies, including the
setting up of seven Cyber Defence Centers in India, the US and Europe, we could minimize
threats to our operations as well as offer cybersecurity solutions to our clients.
We continued to provide critical support to clients around the world in essential
services such as banking, healthcare and communications. Although travel was ruled out for
most of the fiscal, we leveraged cloud and other digital transformation offerings to bring
in new business, ensuring maximization of benefits to our shareholders.
Meeting and learning online: As an organization, our external communication had to
transition to new virtual models as well. Events, such as quarterly results, analyst
meetings and the Annual General Meeting, have been executed successfully leveraging our
in-house platforms such as Infosys Meridian.
All recruitment drives have also been conducted virtually. Our online learning
platform, Lex, and other virtual programs allow our training programs to continue
unaffected. In fiscal 2022, the number of employees leveraging Lex rose by 35.5% from the
previous fiscal. Leveraging initiatives like Skill Tags and Digital Quotient has enabled
learning and reskilling of talent to proceed at an incredible pace. Digital Quotient acts
as a guide-on-the- go to ensure digital preparedness for our talent, while Skill Tags
allow employees to move beyond learning to establish their expertise in new-age / niche
technology spaces. The number of Skill Tagged employees increased steadily during fiscal
2022, growing by 47% over fiscal 2021. Cloud (AWS, Azure), SAP and Python continued to
feature as the most sought-after skills for certification. Overall, we had more than
1,60,000 employees who undertook various certifications.
At Infosys, even amid an unprecedented global crisis, we continue to balance success as
a business with exemplary governance and responsiveness to the needs of all our
stakeholders.
Capital Allocation Policy
Effective fiscal 2020, the Company expects to return approximately 85% of the free cash
flow cumulatively over a five-year period through a combination of semi-annual dividends
and / or share buyback and / or special dividends, subject to applicable laws and
requisite approvals, if any. Free cash flow is defined as net cash provided by operating
activities less capital expenditure, as per the Consolidated Statement of Cash Flows
prepared under IFRS. Dividend and buyback include applicable taxes.
In line with the Capital Allocation Policy, the Board, at its meeting held on April 14,
2021, approved the buyback of equity shares, from the open market route through the Indian
stock exchanges, amounting to Rs.9,200 crore (Maximum Buyback Size, excluding buyback tax)
at a price not exceeding Rs.1,750 per share (Maximum Buyback Price), subject to
shareholders' approval in the ensuing Annual General Meeting (AGM).
The shareholders approved the proposal of buyback of equity shares recommended by the
Board of Directors in the AGM held on June 19, 2021.
The buyback was offered to all eligible equity shareholders of the Company (other than
the Promoters, the Promoter Group and Persons in Control of the Company) under the open
market route through the stock exchange. The buyback of equity shares through the stock
exchanges commenced on June 25, 2021 and was completed on September 8, 2021. During this
buyback period, the Company purchased and extinguished a total of 5,58,07,337 equity
shares from the stock exchanges at a volume weighted average buyback price of Rs.1,648.53
per equity share comprising 1.31% of the pre-buyback paid-up equity share capital of the
Company. The buyback resulted in a cash outflow of Rs.9,200 crore (excluding transaction
costs and tax on buyback). The Company funded the buyback from its free reserves including
Securities Premium as explained in Section 68 of the Companies Act, 2013.
During the year ended March 31, 2022, the Company paid an interim dividend of Rs.15 per
share and announced a final dividend of Rs.16 per share, subject to shareholders' approval
in the ensuing AGM. After returning the above amounts, the Company would have returned
approximately 73% of the free cash flow for fiscals 2020, 2021 and 2022 through dividends
and buybacks, in line with the Capital Allocation Policy.
The Capital Allocation Policy is available on our website, at
https://www.infosys.com/investors/corporate-governance/
documents/capital-allocation-policy.pdf.
Liquidity
Our principal sources of liquidity are cash and cash equivalents, investments and the
cash flow that we generate from our operations. We continue to be debt-free and maintain
sufficient cash to meet our strategic and operational requirements.
We understand that liquidity in the Balance Sheet has to balance between earning
adequate returns and the need to cover financial and business requirements. Liquidity
enables us to be agile and ready for meeting unforeseen strategic and business needs.
As of March 31,2022, we had Rs.27,461 crore in working capital on a standalone basis,
and Rs.33,582 crore on a consolidated basis.
Consolidated cash and investments stand at Rs.29,950 crore on a standalone basis and
Rs.37,419 crore on a consolidated basis as on March 31,2022, as against Rs.30,764 crore on
a standalone basis, and Rs.38,660 crore on a consolidated basis as on March 31, 2021.
Consolidated cash and investments, on both standalone and consolidated basis, include
deposits with banks and financial institutions with high credit ratings by international
and domestic credit rating agencies. As a result, liquidity risk of cash and cash
equivalents is limited. Ratings are monitored periodically. Liquid assets also include
investments in liquid mutual fund units, fixed maturity plan securities, certificates of
deposit (CDs), commercial paper, quoted bonds issued by government and quasi-government
organizations, and nonconvertible debentures. CDs represent marketable securities of banks
and eligible financial institutions for a specified time period with high credit rating
given by domestic credit rating agencies. Investments made in non-convertible debentures
are issued by government-owned institutions and financial institutions with high credit
rating. We invest after considering counterparty risks based on multiple criteria
including Tier-I capital, capital adequacy ratio, credit rating, profitability, NPA levels
and deposit base of banks and financial institutions.
The details of these investments are disclosed under the Rs.non-current and current
investments' section in the Standalone and Consolidated financial statements in this
Integrated Annual Report.
Capital expenditure on tangible assets -
standalone
This year, on a standalone basis, additions to tangible assets was Rs.2,381 crore. This
comprises Rs.1,100 crore in infrastructure and Rs.1,281 crore for investment in computer
equipment.
In the previous year, we had additions to tangible assets of Rs.2,015 crore. This
comprised Rs.1,039 crore in infrastructure, Rs.975 crore for investment in computer
equipment, and Rs.1 crore in vehicles.
Capital expenditure on tangible assets - consolidated
This year, on a consolidated basis, additions to tangible assets was Rs.2,716 crore.
This comprises Rs.1,174 crore in infrastructure and Rs.1,542 crore in computer equipment.
In the previous year, we had additions to tangible assets of Rs.2,231 crore. This
comprised Rs.1,071 crore in infrastructure, Rs.1,159 crore for investment in computer
equipment and Rs.1 crore in vehicles.
Leases
This year, on a standalone basis, additions to right-of-use (ROU) assets was Rs.374
crore. This comprises Rs.306 crore in buildings, and Rs.68 crore in computer equipment.
In the previous year, we had additions to ROU assets of Rs.1,109 crore. This comprised
Rs.1,017 crore in land and buildings, and Rs.92 crore in computer equipment.
This year, on a consolidated basis, additions to ROU assets was Rs.914 crore. This
comprises Rs.449 crore in buildings, Rs.459 crore in computer equipment and Rs.6 crore in
vehicles.
In the previous year, we had additions to ROU assets of Rs.1,394 crore. This comprised
Rs.1,241 crore in land and buildings,
'140 crore for investment in computer equipment and Rs.13 crore in vehicles.
Dividend
The Company recommended / declared dividend as under:
|
Fiscal 2022 |
Fiscal 2021 |
|
Dividend per share (in Rs.) |
Dividend payout (in Rs. crore) |
Dividend per share (in Rs.) |
Dividend payout (in Rs. crore) |
| Interim dividend |
15.00 |
6,308 |
12.00 |
5,112 |
| Final dividend |
<'>16.00 |
6,731 |
15.00 |
6,391 |
| Total dividend |
31.00 |
|
27.00 |
|
| Payout ratio (interim and final dividend)* |
<2>57.2% |
|
52.2% |
|
Note:
The Company declares and pays dividend in Indian rupees. Companies are required to pay
/ distribute dividend after deducting applicable withholding income taxes. The remittance
of dividends outside India is governed by Indian law on foreign exchange and is also
subject to withholding tax at applicable rates.
(1)
Recommended by the Board of Directors, at its meeting held on April 13, 2022.
The payment is subject to the approval of the shareholders at the ensuing AGM of the
Company to be held on June 25, 2022. The record date for the purposes of the final
dividend will be June 01, 2022 and will be paid on June 28, 2022.
(2)
Our present Capital Allocation Policy is to pay approximately 85% of the free
cash flow cumulatively over a five-year period through a combination of semiannual
dividends and / or share buyback and / or special dividends, subject to applicable laws
and requisite approvals, if any. Free cash flow is defined as net cash provided by
operating activities less capital expenditure as per the Consolidated Statement of Cash
Flows prepared under IFRS. Including buyback, the Company would have returned 73% of the
free cash flow for the years ended March 31, 2020, 2021 and 2022.
* Payout ratio is computed as a percentage of Free cash flow prepared under IFRS.
Particulars of loans, guarantees or investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements provided in this Integrated Annual
Report.
Transfer to reserves
We do not propose to transfer any amount to general reserve on declaration of dividend.
Fixed deposits
We have not accepted any fixed deposits, including from the public, and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet date.
Particulars of contracts or arrangements made with related parties
There were no contracts, arrangements or transactions entered into during fiscal 2022
that fall under the scope of Section 188(1) of the Companies Act, 2013. As required under
the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure 2 to the
Board's report.
Management's discussion and analysis
In terms of the provisions of Regulation 34 of the Listing Regulations, the Management's
discussion and analysis is set out in this Integrated Annual Report.
Risk management report
In terms of the provisions of Section 134 of the Companies Act, 2013, a Risk
management report is set out in this Integrated Annual Report.
Board policies
The details of the policies approved and adopted by the Board as required under the
Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are
provided in Annexure 8 to the Board's report.
Material changes and commitments affecting financial position between the end of the
financial year and date of the report
There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
2. Business description
Strategy
Our strategic objective is to build a sustainable and resilient organization that
remains relevant to the agenda of our clients, while creating growth opportunities for our
employees, generating profitable returns for our investors and contributing to the
communities that we operate in.
Our clients and prospective clients are faced with transformative business
opportunities due to advances in software and computing technology. These organizations
are dealing with the challenge of having to reinvent their core offerings, processes and
systems rapidly and position themselves as 'digitally enabled'. The current economic
climate and volatility have caused enterprises to accelerate their adoption of digital
technologies - to enhance organizational resilience, get competitive advantage and
optimize cost structures. The journey
to the digital future requires not just an understanding of new technologies and new
ways of working, but a deep appreciation of existing technology landscapes, business
processes and practices. Our strategy is to be a navigator for our clients as they ideate,
plan and execute their journey to a digital future.
In fiscal 2022, we continued to execute our four-pronged strategy to strengthen our
relevance to clients and drive accelerated value creation. We believe the investments we
have made, and continue to make, in our strategy will enable us to advise and help our
clients as they tackle these market conditions, especially in the areas of digitization of
processes, migration to cloud-based technologies, workplace transformation, business model
transformation, data analytics, enhanced cybersecurity controls and cost structure
optimization in IT. Further, we have successfully enabled our employees worldwide to work
remotely and securely - thus achieving the operational stability to deliver on client
commitments and ensuring our own business continuity.
For details of our continued investments and outcomes of our strategic initiatives,
refer to the Strategy section of the Integrated Report.
Organization
Our go-to-market business units and solutions are detailed in the Infosys at a
glance section of the Integrated Report.
Infrastructure
There has been a net movement of 1 million sq. ft. of physical infrastructure space
during the year. The total available space as on March 31, 2022 stands at 53.84 million
sq. ft. We have presence in 54 countries across 247 locations as on March 31, 2022.
Mergers and acquisitions (M&A)
Infosys has a systematic M&A approach aimed to strengthen digital services
capabilities, deepen industry expertise, and expand geographical footprint.
On March 22, 2022, Infosys Consulting Pte. Ltd. (a wholly-owned subsidiary of Infosys
Limited) entered into a definitive agreement to acquire oddity, a Germany-based digital
marketing, experience, and commerce agency, for a total consideration of up to €50
million (approximately Rs.420 crore), which includes earn-out, management incentives and
bonuses. This acquisition is expected to strengthen the Group's creative, branding and
experience design capabilities in Germany and across Europe.
To consummate this transaction, Infosys Consulting Pte. Ltd. has simultaneously
acquired Infosys Germany GmBH (formerly Kristall 247. GmBH).
Subsidiaries
We, along with our subsidiaries, provide consulting, technology, outsourcing and
next-generation digital services. At the beginning of the year, we had 24 direct
subsidiaries and 62 step-down subsidiaries. As on March 31,2022, we have 27 direct
subsidiaries and 50 step-down subsidiaries. The changes
in subsidiaries during the year are included in the Standalone financial statements
of the Company.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated
financial statements of the Company, which form part of this Integrated Annual Report.
Further, a statement containing the salient features of the financial statements of our
subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board's
report. The statement also provides details of the performance and financial position
of each of the subsidiaries, along with the changes that occurred, during fiscal 2022.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the Consolidated financial statements and related information
of the Company and audited accounts of its subsidiaries, are available on our website,
www.infosys.com.
3. Human resources management
Our professionals are our most important assets. We are committed to hiring and
retaining the best talent and being among the industry's leading employers. For this, we
focus on promoting a collaborative, transparent and participative organization culture,
and rewarding merit and sustained high performance. Our human resource management focuses
on allowing our employees to develop their skills, grow in their career and navigate their
next.
Internal complaints committee
Infosys' goal has always been to create an open and safe workplace for every employee
to feel empowered, irrespective of gender, sexual preferences, and other factors, and
contribute to the best of their abilities. Towards this, the Company has set up the
Anti-Sexual Harassment Initiative (ASHI), which proudly completes 22+ years of enabling a
positive and safe work environment for our employees. Our ASHI practices have set an
industry benchmark as it ranked first among 350+ companies that participated in an
external survey on the best anti-sexual harassment initiatives in 2017, 2019, 2020 and
2021.
Infosys has constituted an Internal Committee (IC) in all the development centers of
the Company in India to consider and resolve all sexual harassment complaints reported by
women. The IC has been constituted as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external
members from NGOs or with relevant experience. Investigations are conducted and decisions
made by the IC at the respective locations, and a senior woman employee is the presiding
officer over every case. Half of the total members of the IC are women. The role of the IC
is not restricted to mere redressal of complaints but also encompasses prevention and
prohibition of sexual harassment. In the last few years, the IC has worked extensively on
creating awareness on relevance of sexual harassment issues in the new normal by using
brand new and innovative measures to help employees understand the forms of sexual
harassment while working remotely. The details of sexual harassment complaints that were
filed, disposed of and pending during the financial year are provided in the Business
Responsibility and Sustainability Report of this Integrated Annual Report.
Particulars of employees
The Company had 2,51,376 employees on standalone basis and 3,14,015 employees on
consolidated basis as of March 31, 2022.
The percentage increase in remuneration, ratio of remuneration of each director and key
managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of
employees' remuneration, and the list of top 10 employees in terms of remuneration drawn,
as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, form part of Annexure 3 to this Board's report. The
statement containing particulars of employees employed throughout the year and in receipt
of remuneration of Rs.1.02 crore or more per annum and employees employed for part of the
year and in receipt of remuneration of Rs.8.5 lakh or more per month, as required under
Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit
forming part of this report and is available on the website of the Company, at
https://www.infosys.com/ investors/reports-filings/Documents/exhibitboards-report2022.pdf.
The Integrated Annual Report and accounts are being sent to the shareholders excluding the
aforesaid exhibit. Shareholders interested in obtaining this information may access the
same from the Company website. In accordance with Section 136 of the Companies Act, 2013,
this exhibit is available for inspection by shareholders through electronic mode.
Notes:
1. The employees mentioned in the aforesaid exhibit have / had permanent employment
contracts with the Company.
2. The employees are neither relatives of any directors of the Company, nor hold 2% or
more of the paid-up equity share capital of the Company as per Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
3. The details of employees posted outside India and in receipt of a remuneration of
Rs.60 lakh or more per annum or Rs.5 lakh or more a month can be made available on
specific request.
Employee stock options / Restricted Stock Units (RSUs)
The Company grants share-based benefits to eligible employees with a view to attracting
and retaining the best talent, encouraging employees to align individual performances with
Company objectives, and promoting increased participation by them in the growth of the
Company.
Infosys Expanded Stock Ownership Program 2019 ("the 2019 Plan")
On June 22, 2019, pursuant to approval by the shareholders in the AGM, the Board has
been authorized to introduce, offer, issue and provide share-based incentives to eligible
employees of the Company and its subsidiaries under the 2019 Plan. The maximum number of
shares under the 2019 Plan shall not exceed 5,00,00,000 equity shares. To implement the
2019 Plan, up to 4,50,00,000 equity shares may be issued by way of secondary acquisition
of shares by the Infosys Expanded Stock Ownership Trust. The RSUs granted under the 2019
Plan shall vest based on the achievement of defined annual performance parameters as
determined by the administrator (the nomination and remuneration committee). The
performance parameters will be based on a combination of relative Total Shareholder
Return (TSR) against selected industry peers and certain broader market domestic and
global indices and operating performance metrics of the Company as decided by the
administrator.
Each of the above performance parameters will be distinct for the purposes of
calculation of the quantity of shares to vest based on performance. These instruments will
generally vest between a minimum of one and a maximum of three years from the grant date.
2015 Stock Incentive Compensation Plan ("the 2015 Plan")
On March 31, 2016, pursuant to the approval by the shareholders through postal ballot,
the Board was authorized to introduce, offer, issue and allot share-based incentives to
eligible employees of the Company and its subsidiaries under the 2015 Plan. The maximum
number of shares under the 2015 Plan shall not exceed 2,40,38,883 equity shares (not
adjusted for bonus issue). These instruments will generally vest over a period of four
years and the Company expects to grant the instruments under the 2015 Plan over the period
of four to seven years. These RSUs and stock options shall be exercisable within the
period as approved by the nomination and remuneration committee. The exercise price of the
RSUs will be equal to the par value of the shares and the exercise price of the stock
options would be the market price as on the date of grant.
Consequent to the September 2018 bonus issue, all the then outstanding options granted
under the stock option plan have been adjusted for bonus shares.
The total number of equity shares and American Depositary Receipts (ADRs) to be
allotted to the employees of the Company and its subsidiaries under the 2015 Plan does not
cumulatively exceed 1% of the issued capital. For the shares and ADRs issued under the
2019 Plan, the cumulative amount does not exceed 1.15% of the issued capital. The 2019
Plan and 2015 Plan are in compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to time, and there has been no material
change to the plans during the fiscal.
The details of the 2019 Plan and 2015 Plan, including terms of reference, and the
requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, are available on the Company's website, at
https://www.infosys.com/investors/reports-filings/Documents/
disclosures-pursuant-SEBI-regulations2022.pdf.
The details of the 2019 Plan and 2015 Plan form part of the Notes to accounts of
the financial statements in this Integrated Annual Report.
4. Corporate governance
Our corporate governance philosophy
Our corporate governance practices are a reflection of our value system encompassing
our culture, policies, and relationships with our stakeholders. Integrity and transparency
are key to our corporate governance practices to ensure that we gain and retain the trust
of our stakeholders at all times. Corporate governance is about maximizing shareholder
value legally, ethically and sustainably. At Infosys, the Board exercises its fiduciary
responsibilities in the widest sense of the term. Our disclosures seek to attain the best
practices in international corporate governance. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our business decisions.
Our Corporate governance report for fiscal 2022 forms part of this Integrated
Annual Report.
Board diversity
The Company recognizes and embraces the importance of a diverse Board in its success.
We believe that a truly diverse Board will leverage differences in thought, perspective,
regional and industry experience, cultural and geographical background, age, ethnicity,
race, gender, knowledge and skills including expertise in financial, global business,
leadership, technology, mergers & acquisitions, Board service, strategy, sales and
marketing, Environment, Social and Governance (ESG), risk and cybersecurity and other
domains, which will ensure that Infosys retains its competitive advantage. The Board
Diversity Policy adopted by the Board sets out its approach to diversity.
The policy is available on our website, at
https://www.infosys.com/investors/corporate-governance/
documents/board-diversity-policy.pdf.
Additional details on Board diversity are available in the Corporate governance
report that forms part of this Integrated Annual Report.
Number of meetings of the Board
The Board met eight times during the financial year. The meeting details are provided
in the Corporate governance report that forms part of this Integrated Annual
Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013.
Policy on directors' appointment and remuneration
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As of March 31, 2022, the Board had eight members,
one of who is an executive director, a nonexecutive and non-independent director and six
independent directors. Two of the independent directors of the Board are women. The
details of Board and committee composition, tenure of directors, areas of expertise and
other details are available in the Corporate governance report that forms part of
this Integrated Annual Report.
The policy of the Company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013, is available on our website, at https://
www.infosys.com/investors/corporate-governance/documents/
nomination-remuneration-policy.pdf.
We affirm that the remuneration paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the Company.
Declaration by independent directors
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of
the Listing Regulations.
Board evaluation
The nomination and remuneration committee engaged Egon Zehnder, external consultants,
to conduct Board evaluation for the year. The evaluation of all the directors, committees,
Chairman of the Board, and the Board as a whole, was conducted based on the criteria and
framework adopted by the Board. The Board evaluation process was completed during fiscal
2022. The evaluation parameters and the process have been explained in the Corporate
governance report.
Familiarization program for independent directors
All new independent directors inducted into the Board attend an orientation program.
The details of the training and familiarization program are provided in the Corporate
governance report. Further, at the time of the appointment of an independent director,
the Company issues a formal letter of appointment outlining his / her role, function,
duties and responsibilities. The format of the letter of appointment is available on our
website, at https://www.infosys.com/investors/corporate-governance/
Documents/appointment-independent-director.pdf.
Directors and KMP
Inductions
The shareholders approved the following appointments during the 40*h AGM
held on June 19, 2021:
• Bobby Parikh, as an independent director of the Board effective July 15, 2020
• Chitra Nayak, as an independent director of the Board effective March 25, 2021
Reappointments
Director liable to retire by rotation
As per the provisions of the Companies Act, 2013, Nandan. M. Nilekani, the
non-executive and non-independent chairman, whose office is liable to retire at the
ensuing AGM, being eligible, seeks reappointment. Based on performance evaluation and the
recommendation of the nomination and remuneration committee, the Board recommends his
reappointment. The notice convening the 41s* AGM, to be held on June 25, 2022,
sets out the details.
Reappointment of independent director
D. Sundaram was appointed as an independent director for the first term of five years
effective July 14, 2017. His office of directorship is due for retirement on July 13,
2022. Based on the recommendation of the nomination and remuneration committee and after
taking into account the performance evaluation of his first term of five years and
considering the knowledge, acumen, expertise, experience and the substantial contribution
he brings to the Board, the committee has recommended the appointment of D. Sundaram to
the Board for a second term of five years. The Board, at its meeting held on April 13,
2022, approved the reappointment of D. Sundaram as an independent director of the Company
with effect from July 14, 2022 to July 13, 2027, whose office shall not be liable to
retire by rotation.
The Board recommends the reappointment to the shareholders. The notice convening the 41st
AGM, to be held on June 25, 2022, sets out the details.
Retirements and resignations
U.B. Pravin Rao, COO and Whole-time Director, retired as member of the Board effective
December 12, 2021. The Board expressed its deep sense of appreciation for Pravin's
leadership over his 35 years of service with the Company and acknowledges his immense
efforts and contributions towards global delivery and business enablement. The disclosure
in this regard is available at https:/ /www.infosys.com/investors/documents/retirement-
whole-time-director-13dec2021.pdf.
Committees of the Board
As on March 31, 2022, the Board had six committees: the audit committee, the corporate
social responsibility committee, the nomination and remuneration committee, the risk
management committee, the stakeholders relationship committee and the Environment, Social
and Governance (ESG) committee. All committees comprise only independent directors, one of
whom is chosen as the chairperson of the committee.
The Board, at its meeting held on April 14, 2021, instituted the ESG committee.
During the year, all recommendations made by the committees were approved by the Board.
A detailed note on the composition of the Board and its committees is provided in the Corporate
governance report.
Interna! financial control and its adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures. For more details, refer to the 'Internal control systems and their adequacy'
section in the Management's discussion and analysis, which forms part of this
Integrated Annual Report.
Cybersecurity
At Infosys, while our employees operated efficiently as a remote and hybrid workforce,
we continued to remain vigilant on the evolving cybersecurity threat landscape. In our
endeavor to maintain a robust cybersecurity posture, the team has remained abreast of
emerging cybersecurity events globally, so as to achieve higher compliance and its
continued sustenance. We continue to be certified against the Information Security
Management System (ISMS) Standard ISO 27001:2013. Additionally, we have also been attested
on SSAE 18 SOC 1 and SOC 2 by an independent audit firm. During the year, our focus on our
cybersecurity personnel's training and reskilling went ahead as planned, together with our
overall initiatives on improving cybersecurity processes and technologies.
Our periodic stakeholder interactions ensured that we have sponsorship from the senior
management and all critical stakeholders in a timely manner.
Significant and material orders
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
Annual return
In accordance with the Companies Act, 2013, the annual return in the prescribed format
is available at https://www.infosys.com/investors/reports-filings/documents/
annual-returns-2021-22.pdf.
Secretarial standards
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.
Listing on stock exchanges
The Company's shares are listed on BSE Limited and the National Stock Exchange of India
Limited, and its ADSs are listed on the New York Stock Exchange (NYSE).
Investor Education and Protection Fund (IEPF)
During the year, the Company has transferred the unclaimed and un-encashed dividends of
Rs.2,02,58,692. Further, 4,154 corresponding shares on which dividends were unclaimed for
seven consecutive years were transferred as per the requirements of the IEPF Rules. The
details of the resultant benefits arising out of shares already transferred to the IEPF,
year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend
account up to the year, and the corresponding shares, which are liable to be transferred,
are provided in the Shareholder information section of the Corporate governance report
and are also available on our website, at www.infosys.com/IEP=.
Directors' responsibility statement
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under the historical cost convention on accrual basis except for
certain financial instruments, which are measured at fair values, the provisions of the
Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are
prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued there after.
Accounting policies have been consistently applied except where a newly-issued accounting
standard is initially adopted or a revision to an existing accounting standard requires a
change in the accounting policy hitherto in use.
The directors confirm that:
• In preparation of the annual accounts for the financial year ended March 31,
2022, the applicable accounting standards have been followed and there are no material
departures.
• They have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period.
• They have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 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 concern basis.
• 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. Audit reports and auditors
Audit reports
• The Auditors' Report for fiscal 2022 does not contain any qualification,
reservation or adverse remark. The Report is enclosed with the financial statements in
this Integrated Annual Report.
• The Secretarial Auditors' Report for fiscal 2022 does not contain any
qualification, reservation or adverse remark. The Secretarial Auditors' Report is enclosed
as Annexure 5 to the Board's report.
• The Auditor's certificate confirming compliance with conditions of corporate
governance as stipulated under Listing Regulations, for fiscal 2022 is enclosed as Annexure
4 to the Board's report.
• The Secretarial Auditor's certificate on the implementation of share-based
schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, will be made available at the AGM, electronically.
Auditors Statutory auditors
Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of two terms of five consecutive
years and each such term would require approval of the shareholders. In line with the
requirements of the Companies Act, 2013, Statutory Auditor M/s Deloitte Haskins &
Sells LLP, Chartered Accountants (ICAI Firm Registration Number 117366W/ W-100018) were
appointed as Statutory Auditor of the Company at the 36*h AGM held on June 24,
2017 to hold office from the conclusion of the said meeting till the conclusion of the 41s*
AGM to be held in the year 2022. The term of office of M/s Deloitte Haskins & Sells
LLP, as Statutory Auditors of the Company will conclude from the close of the forthcoming
AGM of the Company.
The Board of Directors of the Company, based on the recommendation of the audit
committee, at its meeting held on April 13, 2022, reappointed M/s Deloitte Haskins &
Sells LLP, Chartered Accountants (ICAI Firm Registration Number 117366W/ W-100018) as the
Statutory Auditor of the Company to hold office for a second term of five consecutive
years from the conclusion of the 41s* AGM till the conclusion of the 46th
AGM to be held in the year 2027 and will be placed for the approval of the shareholders at
the ensuing AGM.
During the year, the statutory auditors have confirmed that they satisfy the
independence criteria required under the Companies Act, 2013, the Code of Ethics issued by
the Institute of Chartered Accountants of India and the U.S.
Securities and Exchange Commission and the Public Company Accounting Oversight Board.
The Board recommends their reappointment to the shareholders. The notice convening the
41s* AGM to be held on June 25, 2022 sets out the details.
Secretarial auditor
Makarand M. Joshi & Co., Practicing Company Secretaries, are appointed as
secretarial auditor of the Company for fiscal 2023, as required under Section 204 of the
Companies Act, 2013 and Rules thereunder.
Cost records and cost audit
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
6. Corporate social responsibility (CSR)
Infosys has been an early adopter of CSR initiatives. The Company works primarily
through the Infosys Foundation, towards supporting projects in the areas of protection of
national heritage, restoration of historical sites, and promotion of art and culture;
destitute care and rehabilitation; environmental sustainability and ecological balance;
promoting education, and enhancing vocational skills; promoting healthcare including
preventive healthcare; and rural development. In fiscal 2022, the Company's CSR efforts
included COVID-19 relief in multiple states.
The Company's CSR Policy is available on our website, at
https://www.infosys.com/investors/corporate-governance/
Documents/corporate-social-responsibility-policy.pdf.
The annual report on our CSR activities is appended as Annexure 6 to the Board's
report. Infosys also undertakes CSR initiatives outside of India, in Australia, Europe
and the US. The initiatives in the US are carried out through Infosys Foundation USA. The
said initiatives are over and above the statutory requirement.
The highlights of the initiatives undertaken by the Company, Infosys Foundation, and
Infosys Foundation USA form part of this Integrated Annual Report.
7. Conservation of energy, research and
development, technology absorption, foreign exchange earnings and outgo
The particulars, as prescribed under Sub-section (3)(m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 7 to
the Board's report.
Business Responsibility and Sustainability Report (BRSR)
In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on
Business Responsibility Reporting ("the Committee") to finalize business
responsibility reporting formats for listed and unlisted companies, based on the framework
of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report,
the Committee recommended that BRR be rechristened BRSR, where disclosures are based on
ESG parameters, compelling organizations to holistically engage with stakeholders and go
beyond regulatory compliances in terms of business measures and their reporting.
SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000
listed companies (by market capitalization) from fiscal 2023, while disclosure is
voluntary for fiscal 2022 .
The Committee Report encourages companies to report their performance for fiscal 2022
to be better prepared to adopt this framework from the next fiscal.
Infosys has adopted the BRSR voluntarily for fiscal 2022 to provide enhanced
disclosures on ESG practices and priorities of the Company. The BRSR disclosures form a
part of Infosys' Integrated Annual Report 2021-22. In addition to this, we also publish a
comprehensive ESG Report annually, based on the GRI standard. The non-financial
sustainability disclosures in our Integrated Annual Report and ESG Report have been
independently assured by KPMG. The ESG Report is available at
https://www.infosys.com/sustainability/documents/infosys- esg-report-2021-22.pdf.
Environmental, Social and Governance (ESG)
In October 2020, we launched our ESG Vision 2030. Our focus is steadfast on leveraging
technology to battle climate change, conserving water and managing waste. On the social
front, our emphasis is on the development of people, especially around digital skilling,
improving diversity and inclusion, facilitating employee wellness and experience,
delivering technology for good and energizing the communities we work in. We are also
redoubling efforts to serve the interests of all our stakeholders, by leading through our
core values and setting benchmarks in corporate governance. Our Board instituted an ESG
committee on April 14, 2021, to discharge its oversight responsibility on matters related
to organization-wide ESG initiatives, priorities, and leading ESG practices. The ESG
committee reports to the Board and meets every quarter.
Acknowledgments
We thank our clients, vendors, investors, bankers, employee volunteers and trustees of
Infosys Foundation, Infosys Foundation USA and Infosys Science Foundation for their
continued support during the year. We place on record our appreciation for 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 thank
the Government of India, particularly the Ministry of Labour and Employment, the Ministry
of Environment and Forests, the Ministry of New and Renewable Energy, the Ministry of
Communications, the Ministry of Electronics and Information Technology (Dept of IT), the
Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate
Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and
Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of
India (SEBI), various departments under the state governments and union territories, the
Software Technology Parks (STPs) / Special Economic Zones (SEZs) - Bengaluru, Bhubaneswar,
Chandigarh, Chennai, Coimbatore , Gurugram, Hubballi, Hyderabad, Indore, Jaipur, Kochi,
Kolkata, Mangaluru, Mohali, Mumbai, Mysuru, Nagpur, Noida, Pune, and Thiruvananthapuram -
and other government agencies for their support, and look forward to their continued
support in the future. We also thank the US federal government, the U.S. Securities and
Exchange Commission, the Internal Revenue Service, and various state governments,
especially those of Indiana, Rhode Island, Connecticut, Texas, Arizona and North Carolina.
|
for and on behalf of the E |
loard of Directors |
|
Sd/- |
Sd/- |
|
Nandan M. Nilekani |
Salil Parekh |
| Bengaluru April 13, 2022 |
Chairman |
Chief Executive Officer and Managing Director |
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