TO ALL STOCK EXCHANGES BSE LIMITED NATIONAL STOCK …
TO ALL STOCK EXCHANGES
BSE LIMITED NATIONAL STOCK EXCHANGE OF INDIA LIMITED NEW YORK STOCK EXCHANGE
June 22, 2019
Dear Sir/Madam,
Sub: 38th Annual General Meeting (`AGM') and voting results.
In continuation to our letter dated May 18, 2019, the 38th AGM of the Company was held today and the business mentioned in the Notice dated May 15, 2019 was transacted and passed with requisite majority.
In this regard, please find enclosed the following-
1. Proceedings as required under the Regulation 30, Part A of Schedule - III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the Chairman's speech as read out during the AGM as Annexure ? I
2. Voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations as Annexure ? II.
3. Report of the Scrutinizer dated June 22, 2019, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 (4) (xii) of the Companies (Management and Administration), Rules 2014 as Annexure ? III.
4. Copy of the Annual Report for the financial year 2018-19 is enclosed as Annexure ? IV.
5. Business responsibility report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations forms part of the annual report enclosed herewith as Annexure ? IV.
6. Copy of the sustainability report of the Company is available for download from the website of the company under following link:
This is for your information and records.
The Company facilitated live webcast of proceedings of the meeting. The archive of webcast of the 38th Annual General Meeting (`AGM') will be made available on the company's website:
Thanking You
Yours Sincerely, For Infosys Limited
A.G.S. Manikantha Company Secretary
Summary of proceedings of the 38th Annual General Meeting of Infosys Limited: The 38th Annual General Meeting (AGM) of the Members of Infosys Limited (`the Company') was held on Saturday, June 22, 2019 at 3.00 P.M (IST) at the Christ University Auditorium, Hosur Road, Bengaluru 560029 and a live webcast of the proceedings was made available on the Company's website.
DIRECTORS IN ATTENDANCE Nandan M. Nilekani Non-Executive, Non-Independent Chairman Salil Parekh Chief Executive Officer and Managing Director U.B. Pravin Rao Chief Operating Officer and Whole-time Director Kiran Mazumdar-Shaw Lead Independent Director and Chairperson of Nomination and Remuneration Committee
D. Sundaram Independent Director and Chairperson- Audit Committee Dr. Punita Kumar-Sinha Independent Director Roopa Kudva Independent Director and Chairperson- Stakeholders Relationship Committee D.N. Prahlad Independent Director and Chairperson- Risk Management Committee
Michael Gibbs Independent Director
Nilanjan Roy Chief Financial Officer Inderpreet Sawhney Group General Counsel and Chief Compliance Officer
A.G.S. Manikantha Company Secretary OTHER REPRESENTATIVES Statutory Auditors M/s. Deloitte Haskins & Sells LLP, Chartered Accountants Internal Auditors M/s Ernst & Young LLP Secretarial Auditor/Scrutinizer Parameshwar G. Hegde QUORUM OF THE MEETING
Members in person 1,144 representing 4,93,61,965 shares Members by proxy 19 (22 folios) representing 5,96,86,295 shares
The meeting commenced at 3:00 PM (IST) and concluded at around 5:45 PM (IST).
Nandan M. Nilekani chaired the meeting. He requested his colleagues on the dais to introduce themselves. The requisite quorum being present, the Chairman called the meeting to order. All the directors of the Company attended the meeting. The Chairman delivered his speech followed by presentation by Salil Parekh, CEO and Managing Director. The Chairman informed that the Company had provided members the facility to cast their vote electronically, on all resolutions set forth in the Notice. Members who were present at the AGM and had not cast their votes electronically were provided an opportunity to cast their votes at the end of the meeting by way of "InstaPoll", an electronic voting system. It was further informed that there would be no voting by show of hands. A.G.S. Manikantha, Company Secretary, provided the summary of the statutory auditors' report and secretarial audit report for the financial year 2018-19.
The following items of business, as per the Notice of AGM dated May 15, 2019, were transacted at the meeting and passed with requisite majority.
No. Resolutions
Type
of
resolution
Ordinary Business
1
Adoption of Financial Statements (including the consolidated Ordinary
financial statements) of the Company for the financial year ended
March 31, 2019 and the reports of the Board of Directors (`the
Board') and Auditors thereon.
2
Declaration of dividend
Ordinary
3
Appointment of Nandan M. Nilekani as a director liable to retire by
rotation
Special Business
4
Approval of the Infosys Expanded Stock Ownership Program ?
2019 ("the 2019 Plan") and grant of stock incentives to the eligible
employees of the Company under the 2019 Plan
5
Approval of the Infosys Expanded Stock Ownership Program ?
2019 ("the 2019 Plan") and grant of stock incentives to the eligible
employees of the Company's subsidiaries under the 2019 Plan
6
Approval for secondary acquisition of shares of the Company by
the Infosys Expanded Stock Ownership Trust for the
implementation of the Infosys Expanded Stock Ownership
Program ? 2019 ("the 2019 Plan")
7
Approval of grant of Stock Incentives to Salil Parekh, Chief
Executive Officer and Managing Director (CEO & MD), under the
Infosys Expanded Stock Ownership Program ? 2019 ("the 2019
Plan")
8
Approval for changing the terms of the appointment of Salil
Parekh, Chief Executive Officer and Managing Director (CEO &
MD)
9
Approval of grant of Stock Incentives to U.B. Pravin Rao, Chief
Operating Officer (COO) and Whole-time Director, under the
Infosys Expanded Stock Ownership Program ? 2019 ("the 2019
Plan")
Ordinary Special Special Special
Ordinary Ordinary Ordinary
Clarifications were provided to the queries raised by the members.
The Board of Directors had appointed Parameshwar G. Hegde as the Scrutinizer to supervise the evoting and InstaPoll process. The Chairman authorized the Company Secretary to declare the voting results, intimate the stock exchanges and place the same on the website of the Company.
The details of the voting results (remote e-voting and InstaPoll) on all the resolutions as set out in the Notice of AGM is available in Annexure I.
This is for your information and records. Thanking you,
Yours sincerely, For Infosys Limited
A.G.S Manikantha Company Secretary
Date of the AGM/EGM Total number of shareholders on cut-off date No. of shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group: Public: No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: Public:
INFOSYS LIMITED 22-06-2019 9,64,525
4 1,162
Not Applicable Not Applicable
Resolution No. Resolution required: (Ordinary/ Special) Whether promoter/ promoter group are interested in the agenda/resolution?
1 ORDINARY - Adoption of financial statements
No
Category Promoter and Promoter Group Public- Institutions Public- Non Institutions
Mode of Voting E-Voting Insta Poll Postal Ballot (if applicable) Total E-Voting Insta Poll Postal Ballot (if applicable) Total E-Voting Insta Poll Postal Ballot (if applicable) Total Total
% of Votes Polled
on outstanding
No. of shares No. of votes
shares
No. of Votes ? in No. of Votes ?
held (1)
polled (2)
(3)=[(2)/(1)]* 100 favour (4)
against (5)
4597,21,170
82.0663 4597,21,170
5601,82,338
1004,61,168
17.9337 1004,61,168
% of Votes in % of Votes
favour on votes against on votes
polled
polled
(6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
0
100.00
-
0
100.00
-
5601,82,338 24322,70,443
0 5601,82,338 19640,93,905
0
0.0000 100.0000 80.7515
0.0000
0 5601,82,338 19640,93,905
0
0
-
-
0
100.00
-
0
100.00
-
0
-
-
0
0.0000
0
0
-
-
24322,70,443 19640,93,905
80.7515 19640,93,905
0
100.00
-
6269,60,304
47.8594 6252,57,187
17,03,117
99.73
0.27
13100,04,663
65,35,699
0.4989
65,35,695
4
100.00
0.00
0
0.0000
0
0
-
-
13100,04,663 6334,96,003
48.3583 6317,92,882
17,03,121
99.73
0.27
43024,57,444 31577,72,246
73.3946 31560,69,125
17,03,121
99.95
0.05
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