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INFOSYS LIMITED - Minutes of the AGM held on June 15, 2013

Monday, July 8, 2013 2:00 AM


INFOSYS LIMITED - Minutes of the AGM held on June 15, 2013

MINUTES OF THE 32nd ANNUAL GENERAL MEETING OF THE MEMBERS OF INFOSYS LIMITED
HELD ON SATURDAY, JUNE 15, 2013 AT 3.00 P.M. AT THE CHRIST UNIVERSITY
AUDITORIUM, HOSUR ROAD, BANGALORE 560 029.
PRESENT:
 1. Mr. N R Narayana Murthy : Executive Chairman
 2. Mr. S. Gopalakrishnan : Executive Vice-Chairman
 3. Mr. S. D. Shibulal : Chief Executive Officer and
Managing Director
 4. Mr. K V Kamath : Lead Independent Director
 5. Mr. Deepak M Satwalekar : Independent Director
 6. Dr. Omkar Goswami : Independent Director
 7. Mr. David Boyles : Independent Director
 8. Prof.Jeffrey Lehman : Independent Director
 9. Mr. R Seshasayee : Independent Director
10. Mr. Ravi Venkatesan : Independent Director
11. Ms. Ann M Fudge : Independent Director
12. Mr. Leo Puri : Independent Director
13. Mr. Srinath Batni : Whole time Director
14. Mr. V Balakrishnan : Whole time Director
15. Mr. Ashok Vemuri : Whole time Director
16. Mr. B G Srinivas : Whole Time Director
17. 862 Members in person
18. 256 Members in proxy
The meeting commenced at 3:00 PM (IST) and concluded at 6:00 PM (IST)
 1. Mr. N R Narayana Murthy, Executive Chairman of the Company welcomed the
    members and others present to the Annual General Meeting and requested the
    members on the dais to introduce themselves. He then introduced Mr. Niladri
    Prasad Mishra who participated in the proceedings over video conference
    from Mumbai.
 2. Mr. N R Narayana Murthy, Executive Chairman informed the members that since
    Mr. K V Kamath had been the Chairman of the company for the entire period
    from April 2012 to March 2013 it will be appropriate for him to invite Mr.
    K V Kamath to conduct this Annual General Meeting and also deliver the
    speech to the members and in this regard requested for the members consent.
 3. With the consent of the members, Mr. K V Kamath, Chaired the Annual General
    Meeting.
 4. After ascertaining that the requisite quorum for the meeting was present,
    the Chairperson of the meeting ("the Chairperson") called the meeting to
    order.
 5. The Chairperson informed the members that the Register of Directors'
    Shareholding and Register of Proxies will be kept open throughout the
    meeting for inspection by members.
 6. With the permission of the members present the Notice convening the AGM was
    taken as read.
 7. Mr. K V Kamath, Chairperson of the Meeting delivered a speech to the
    members.
 8. Mr. S. D. Shibulal, Chief Executive Officer and Managing Director, made a
    presentation on "Operations Review 2012-2013"
 9. Mr. Rajiv Bansal, Chief Financial Officer made a presentation on "Infosys
    Financials 2012-13."
10. Mr. N R Ravikrishnan, Company Secretary read the Auditors Report.
ORDINARY BUSINESS
11. ADOPTION OF ACCOUNTS
The Chairperson requested anyone of the members to propose the resolution for
adoption of Annual accounts, Auditors report and Director's report for the year
ended March 31, 2013.
Mr. G B Prakash a Shareholder proposed and Mr. Sivaprasad, a shareholder
seconded the following resolution as an Ordinary resolution:
"RESOLVED THAT the Audited Balance Sheet as at March 31, 2013 and the Statement
of Profit & Loss Account for the year ended on that date together with
schedules and notes and the Directors' Report and Report of Auditors thereon be
and are hereby received, considered and adopted."
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
12. DECLARATION OF DIVIDEND
The Chairperson informed the members that the Board of Directors have
recommended a final dividend of Rs. 27/- per share making in all a total
dividend of Rs. 42/- per share (including an interim dividend paid at the rate
of Rs. 15/- per share during October 2012 ) for the year 2012-13.
Mr. Sivaprakasam, a shareholder proposed and Mr. Gundu Rao, a shareholder
seconded the following resolution as an Ordinary resolution:
"RESOLVED THAT pursuant to recommendations made by the Board of Directors of
the Company a final dividend at the rate of Rs. 27/- per share making in all a
total dividend of Rs. 42/- per share including an interim dividend paid at the
rate of Rs. 15/- per share during October 2012 be declared and the said final
dividend be payable to all the shareholders whose names appear in the Register
of Members as on May 31, 2013".
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
13. APPOINTMENT OF Mr. S D SHIBULALAS A DIRECTOR WHO RETIRES BY ROTATION AND IS
    ELIGIBLE FORRE-ELECTION
The Chairperson informed the members that in terms of Article 122 of the
Articles of Association, Mr. S D Shibulal, retires by rotation and being
eligible, seeks re-election.
Dr. S R Kannan, a shareholder proposed and Mr. Sethuprakash, a shareholder
seconded the following resolution as an Ordinary resolution:
"RESOLVED THAT Mr. S D Shibulal, who retires by rotation, be and is hereby
re-appointed as a Director of the Company, liable to retire by rotation."
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
14. APPOINTMENT OF Mr. SRINATH BATNIAS A DIRECTOR WHO RETIRES BY ROTATION AND
    IS ELIGIBLE FORRE-ELECTION
The Chairperson informed the members that in terms of Article 122 of the
Articles of Association, Mr. Srinath Batni retires by rotation and being
eligible, seeks re-election.
Mr. Thimmaiah, a shareholder proposed and Mr. Gundu Rao, a shareholder seconded
the following resolution as an Ordinary resolution:
"RESOLVED THAT Mr. Srinath Batni who retires by rotation be and is hereby
re-appointed as a Director of the Company, liable to retire by rotation."
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
15. APPOINTMENT OF Mr. DEEPAK M SATWALEKAR AS A DIRECTOR WHO RETIRES BY
    ROTATION AND IS ELIGIBLE FOR RE-ELECTION
The Chairperson informed the members that in terms of Article 122 of the
Articles of Association, Mr. Deepak Satwalekar retires by rotation and being
eligible, seeks re-election.
Mr. Sivaprakasam, a shareholder proposed and Mr. Gundu Rao seconded the
following resolution as an Ordinary resolution:
"RESOLVED THAT Mr. Deepak M Satwalekar who retires by rotation be and is hereby
re-appointed as a Director of the Company, liable to retire by rotation."
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
16. APPOINTMENT OF Dr. OMKAR GOSWAMIAS A DIRECTOR WHO RETIRES BY ROTATION AND
    IS ELIGIBLE FOR RE-ELECTION
The Chairperson informed the members that in terms of Article 122 of the
Articles of Association, Dr. Omkar Goswami, retires by rotation and being
eligible, seeks re-election.
Mr. Sivapraksam, a shareholder proposed and Mr. Anil, a shareholder seconded
the following resolution as an Ordinary resolution:
"RESOLVED THAT Dr. Omkar Goswami who retires by rotation be and is hereby
re-appointed as a Director of the Company, liable to retire by rotation."
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
17. APPOINTMENT OF Mr.R SESHASAYEEAS A DIRECTOR WHO RETIRES BY ROTATION AND IS
    ELIGIBLE FOR RE-ELECTION
The Chairperson informed the members that in terms of Article 122 of the
Articles of Association, Mr. R Seshasayee, retires by rotation and being
eligible, seeks re-election.
Mr. Sivapraksam, a shareholder proposed and Mr. G R Prakash, a shareholder
seconded the following resolution as an Ordinary resolution:
"RESOLVED THAT Mr. R Seshasayee who retires by rotation be and is hereby
re-appointed as a Director of the Company, liable to retire by rotation."
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
18. APPOINTMENT OF AUDITORS
The Chairperson informed the members that the auditors M/s. B S R & Co.,
Chartered Accountants, retire at this meeting and have confirmed their
willingness to accept the office, if re-appointed.
Mr. Gundu Rao, a shareholder proposed and Mr. Sivaprakasam, a shareholder
seconded the following resolution as an Ordinary resolution:
"RESOLVED THAT BSR & Co., Chartered Accountants (Firm Registration no. 101248W)
be and are hereby re-appointed as the auditors of the Company to hold office
from the conclusion of this annual general meeting to the conclusion of the
next annual general meeting on such remuneration as may be determined by the
Board of Directors in Consultation with the Auditors, and the remuneration may
be paid on a progressive billing basis to be agreed between the Auditors and
the Board of Directors".
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
SPECIAL BUSINESS
19. APPOINTMENT OF Mr. LEO PURIAS DIRECTORLIABLE TO RETIRE BY ROTATION
The Chairperson informed the members that Mr. Leo Puri was co-opted as an
Additional Director of the Company with effect from April 11, 2013 pursuant to
Section 260 of the Companies Act, 1956. Mr.Leo Puri holds office of director up
to the date of this Annual General Meeting. The Company has received notice in
writing from a member along with a deposit of Rs. 500/- proposing the
candidature of Mr.Leo Puri for the office of Director under the provisions of
Section 257 of the Companies Act, 1956. None of the directors other than Mr.
Leo Puri is interested in this resolution.
The Chairperson sought the approval of the members under Section 255 (2) of the
Companies Act, 1956 to appoint Mr.Leo Puri as a director liable to retire by
rotation.
Mr. K R V Swamy, a shareholder proposed and Mr. Gundu rao, a shareholder
seconded the following resolution as an Ordinary resolution:
RESOLVED THAT Mr. Leo Puri who was appointed as an additional Director and who
holds office until the date of this Annual General Meeting pursuant to Section
260 of the Companies Act, 1956 and in respect of whom the company has received
a notice in writing from a member under the provisions of Section 257 of the
Companies Act 1956 proposing his candidature for the office of a director be
and is hereby appointed as a Director to retire by rotation."
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution by requisite majority.
20. APPOINTMENT OF Mr. N R NARAYANA MURTHYAS DIRECTOR LIABLE TO RETIRE BY
    ROTATION.
The Chairperson informed the members that Mr. N R Narayana Murthy was appointed
as an Additional Director of the Company with effect from June 1, 2013 pursuant
to Section 260 of the Companies Act, 1956. Mr. N R Narayana Murthy holds office
of director up to the date of this Annual General Meeting. The Company has
received notice in writing from a member along with a deposit of Rs. 500/-
proposing the candidature of Mr. N R Narayana Murthy for the office of Director
under the provisions of Section 257 of the Companies Act, 1956. None of the
directors other than Mr. N R Narayana Murthy is interested in this resolution.
The Chairperson sought the approval of the members under Section 255 (2) of the
Companies Act, 1956 to appoint Mr. N R Narayana Murthy as a director liable to
retire by rotation.
Mr. B K Raghuveer, a shareholder proposed and Mr. Gundu rao, a shareholder
seconded the following resolution as an Ordinary resolution:
"RESOLVED THAT, Mr. N R Narayana Murthy who was appointed as an Additional
Director and who holds office until the date of this Annual General Meeting
pursuant to Section 260 of the Companies Act, 1956 and in respect of whom the
Company has received a notice in writing from a member under the provisions of
Section 257 of the Companies Act 1956 proposing his candidature for the office
of a Director be and is hereby appointed as a Director to retire by rotation.
The Chairperson put the motion to vote, which was carried by a show of hands as
an ordinary resolution unanimously.
Thereafter, the Chairperson requested Mr. N R Narayana Murthy to occupy the
chair and take the proceedings further and address the members.
Mr. N R Narayana Murthy accepted the request and chaired the further
proceedings of the Annual General Meeting and delivered a speech to the members
stating that it is nice to be back here with the shareholders after missing the
2012 AGM. He indicated that he was overwhelmed by the shareholders and thanked
them for electing him as a member of the Board. He also thanked Mr. K. V.
Kamath, Mr. Kris Gopalakrishnan and the other members of the Board and every
Infoscion for welcoming him so warmly and for making him feel at home so
quickly. He promised to dedicate fully and wholeheartedly to the task on hand.
.
Then Mr. N R Narayana Murthy declared the 32nd Annual General Meeting as
closed.
Thereafter, Mr. N R Narayana Murthy along with the Management responded to
queries from members who participated over video conference from Mumbai.
The meeting concluded with a vote of thanks to the Chair.
Bangalore K V KAMATH

June 17, 2013 Chairperson of the Meeting

(Source: PR Newswire )
(Source: Quotemedia)

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