Home  »  Company  »  Infosys  »  Quotes  »  Directors Report
Union Budget 2017-18
Enter the first few characters of Company and click 'Go'

Directors Report of Infosys Ltd.

Mar 31, 2015

To the members,

We are delighted to present the report on our business and operations for the year ended March 31, 2015.

1. Results of our operations

in Rs. crore, except per share data

Particulars Standalone Consolidated

2015 2014 2015 2014

Income from software services and products 47,300 44,341 53,319 50,133

Software development expenses 27,828 26,738 31,834 30,804

Gross profit 19,472 17,603 21,485 19,329

Selling and marketing expenses 2,549 2,390 2,946 2,625

General and administration expenses 2,961 2,686 3,668 3,323

Operating profit before depreciation 13,962 12,527 14,871 13,381

Depreciation and amortization 913 1,101 1,017 1,317

Operating profit 13,049 11,426 13,854 12,064

Other income 3,337 2,576 3,430 2,664

Profit before exceptional item and tax 16,386 14,002 17,284 14,728

Profit on transfer of business (1) <42> - - -

Profit before tax 16,798 14,002 17,284 14,728

Tax expense 4,634 3,808 4,911 4,072

Profit before minority interest and share in net profit / (loss) of associate 12,164 10,194 12,373 10,656

Share in net profit / (loss) of associate - - <1) -

Profit for the period 12,164 10,194 12,372 10,656

Surplus - opening balance 30,392 25,383 31,453 26,041

Dividend eliminated on consolidation of trust - 13 21 13

Reserves on transfer of assets and liabilities of Infosys Consulting India Limited - 6 - -

Reserves on consolidation of trust - 50 - -

Deconsolidation of trust (2) (42) - - -

Amount available for appropriation 42,514 35,646 43,846 36,710

Dividend

Interim 1,723 1,149 1,723 1,149

Final 3,388 2,469 3,388 2,469

Total dividend 5,111 3,618 5,111 3,618

Dividend tax 1,034 615 1,034 615

Amount transferred to general reserve 1,217 1,021 1,217 1,021

Amount transferred to other reserve (3) - - 1 3

Surplus - closing balance 35,152 30,392 36,483 31,453

Earnings Per Share (EPS) before exceptional item (4)(5)

Basic 102.33 89.20 108.26 93.25

Diluted 102.33 89.20 108.25 93.25

EPS after exceptional item (4)(5)

Basic 105.91 89.20 108.26 93.25

Diluted 105.91 89.20 108.25 93.25

Notes: The above figures are extracted from the standalone and consolidated financial statements as per Indian Generally Accepted Accounting Principles (GAAP).

1 crore = 10 million

(1) On April 15, 2014, the Board of Directors (''the Board'') of Infosys authorized the Company to execute a Business Transfer Agreement and related documents with EdgeVerve Systems Limited (EdgeVerve), subject to securing the requisite approval from shareholders in the Annual General Meeting. Subsequently, at the Annual General Meeting held on June 14, 2014, the shareholders authorized the Board to enter into a Business Transfer Agreement and related documents with EdgeVerve, with effect from July 1, 2014 or such other date as may be decided by the Board. The Company has undertaken an enterprise valuation by an independent valuer and accordingly the business has been transferred for a consideration of Rs. 421 crore (US $70 million) with effect from July 1, 2014. Net assets amounting to Rs. 9 crore have also been transferred and accordingly a gain ofRs. 412 crore has been recorded as an exceptional item. The consideration has been settled through the issue of fully-paid-up shares in EdgeVerve. The transfer of assets and liabilities is accounted for at carrying values and does not have any impact on the consolidated financial statements.

(2) Effective January 1, 2015, Infosys Limited Employees'' Welfare Trust has been deconsolidated consequent to SEBI (Share Based Employee Benefits) Regulations, 2014 issued on October 28, 2014.

(3) Under the Swiss Code of Obligation, a few Lodestone subsidiaries are required to appropriate 5% of the annual profit to legal reserve until this equals 20% of the paid-up share capital. To the extent it does not exceed one-half of the share capital, the general reserve may be used only to cover losses or for measures designed to sustain the Company through difficult times, to prevent unemployment or to mitigate its consequences.

(4) Equity shares are at par value of Rs.5/- each.

(5) The Company has allotted 57,42,36,166fully-paid-up equity shares of face value Rs. 5/- each during the year ended March 31,2015, pursuant to a bonus issue approved by the shareholders through a postal ballot. The record date fixed by the Board was December 3, 2014. A bonus share of one equity share for every equity share held, and a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, has been allotted. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder remains unchanged. Earnings per share (EPS) of the previous year has been adjusted for the bonus issue, in accordance with Accounting Standard (AS) 20 - Earnings Per Share.

Revenues - standalone

Our total income on a standalone basis increased to Rs.47,300 crore from Rs. 44,341 crore in the previous year, at a growth rate of 6.7%. Our software export revenues aggregated to Rs. 45,993 crore, up by 6.8% from Rs. 43,063 crore in the previous year. Out of the total revenue, 64.0% came from North America, 21.8% from Europe, 2.8% from India and 11.4% from the Rest of the World. On a standalone basis, our share of revenues from all parts of the world outside North America has decreased to 36.0% in the current year from 36.9% in the previous year.

Revenues - consolidated

Our total income on a consolidated basis increased to Rs. 53,319 crore from Rs. 50,133 crore in the previous year, at a growth rate of 6.4%. Our software export revenues aggregated to Rs. 52,035 crore, up by 6.5% from Rs. 48,839 crore in the previous year. Out of the total revenue, 61.5% came from North America, 24.1% from Europe, 2.4% from India, and 12.0% from the Rest of the World. A focus of our growth strategy is to expand our business to parts of the world outside North America to diversify our revenues. On a consolidated basis, our share of revenues from all parts of the world outside North America decreased to 38.5% in the current year from 39.3% in the previous year.

Profits - standalone

Our gross profit on a standalone basis amounted to Rs. 19,472 crore (41.2% of revenue), as against Rs. 17,603 crore (39.7% of revenue) in the previous year. Sales and marketing costs were 5.4% of our revenue for each of the years ended March 31, 2015 and March 31, 2014. General and administration expenses were 6.3% and 6.0% of our revenues during the current year and previous year, respectively. The operating profit before depreciation amounted to Rs. 13,962 crore (29.5% of revenue), as against Rs. 12,527 crore (28.3% of revenue) in the previous year. The profit before exceptional item and tax was Rs. 16,386 crore (34.7% of revenue), as against Rs. 14,002 crore (31.6% of revenue) in the previous year.

Profits - consolidated

Our gross profit on a consolidated basis amounted to Rs. 21,485 crore (40.3% of revenue), as against Rs. 19,329 crore (38.6% of revenue) in the previous year. Sales and marketing costs were 5.5% and 5.2% of our revenue for the years ended March 31, 2015 and March 31, 2014, respectively General and administration expenses were 6.9% and 6.7% of our revenues during the current year and previous year, respectively. The Operating Profit before Depreciation amounted to Rs. 14,871 crore (27.9% of revenue), as against Rs. 13,381 crore (26.7% of revenue) in the previous year. The profit before tax was Rs. 17,284 crore (32.4% of revenue), as against Rs. 14,728 crore (29.4% of revenue) in the previous year.

Capital expenditure on tangible assets - standalone

This year, on a standalone basis, we capitalized Rs.2,540 crore. This comprises Rs. 694 crore for investment in computer equipment, Rs. 3 crore on vehicles and the balance of Rs. 1,843 crore on infrastructure investments.

In the previous year, we capitalized Rs. 2,381 crore. This comprised Rs. 672 crore for investment in computer equipment, Rs. 3 crore on vehicles and the balance of Rs. 1,706 crore on infrastructure investments.

Capital expenditure on tangible assets - consolidated

On a consolidated basis, we capitalized Rs. 2,673 crore in the current year. This comprises Rs. 778 crore for investment in computer equipment, Rs. 6 crore on vehicles, and the balance of Rs. 1,889 crore on infrastructure investments.

In the previous year, we capitalized Rs. 2,533 crore. This comprised Rs. 759 crore for investment in computer equipment, Rs. 11 crore on vehicles, and the balance of Rs. 1,763 crore on infrastructure investments.

Liquidity

We continue to be debt-free and maintain sufficient cash to meet our strategic objectives. We understand that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business risks. Liquidity enables us to make a rapid shift in direction, if there is a market demand. During fiscal 2015, internal cash flows have more than adequately covered working capital requirements, capital expenditure, investment in subsidiaries and dividend payments. As on March 31, 2015, on a standalone basis, we had liquid assets of Rs. 29,705 crore, as against Rs. 28,149 crore at the previous year end. On a consolidated basis, we had liquid assets of Rs. 32,543 crore at the current year-end, as against Rs. 30,277 crore at the previous year end. These funds comprise deposits with banks and highly rated financial institutions, liquid mutual funds, fixed maturity plans, certificates of deposit, tax-free bonds and government bonds. The details of the tax-free bonds and government bonds are disclosed under the ''non-current investments'' section in the financial statements in this Annual Report.

Appropriations

Dividend

The Board, in its meeting held on April 24, 2015, decided to revise and increase the dividend payout ratio to up to 50% of post-tax consolidated profits effective fiscal 2015 from the existing cap of up to 40%.

The Board, in its meeting held on October 10, 2014, declared an interim dividend of Rs. 30/- per equity share (not adjusted for bonus issue). Further, the Board, in its meeting held on April 24, 2015, has recommended a final dividend of Rs. 29.50/- per equity share (equivalent to Rs. 14.75/- per share post the 1:1 bonus issue, if the 1:1 bonus issue approved by members, pursuant to the Postal Ballot Notice dated April 24, 2015) for the financial year ended March 31, 2015. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on June 22, 2015.

The total dividend appropriation (excluding dividend tax) for the current year is Rs. 5,111 crore, as against Rs. 3,618 crore in the previous year. Dividend (including dividend tax) as a percentage of consolidated net profit after tax is 49.8%, as compared to 39.7% in the previous year.

The Register of Members and Share Transfer Books will remain closed on June 17, 2015 for the purpose of payment of the final dividend for the financial year ended March 31, 2015, and the Annual General Meeting. The Annual General Meeting is scheduled to be held on June 22, 2015.

Bonus shares

The Company, in December 2014, had issued bonus shares to the shareholders of the Company in proportion of 1:1 and consequently, the paid-up share capital of the Company increased from 57,42,36,166 to 1,14,84,72,332 shares.

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 Annual Report.

Transfer to reserves

We propose to transfer Rs. 1,217 crore to the general reserve. An amount of Rs. 35,152 crore is proposed to be retained in the surplus.

Fixed deposits

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Board''s report.

Material changes and commitments affecting financial position between the end of the financial year and date of report

On April 24, 2015, the Board authorized the Company to execute a Business Transfer Agreement and related documents with the Company''s subsidiary, EdgeVerve, subject to securing the requisite approval from shareholders through postal ballot. The proposed transfer of the business of Finacle and Edge Services to EdgeVerve is at an estimated consideration of up to Rs. 3,400 crore and up to Rs. 220 crore, respectively. On April 24, 2015, the Company entered into a definitive agreement to acquire Kallidus Inc. (doing business as Skava) and its affiliate, a leading provider of digital experience solutions, including mobile commerce and in-store shopping experiences, to large retail clients, for a consideration of US $120 million (approximately Rs. 750 crore), including a deferred component and retention bonus.

The Board, in its meeting held on April 24, 2015, has considered, approved and recommended a bonus issue of one equity share for every equity share held and a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, as on a record date to be determined. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder would remain unchanged. The bonus issue of equity shares and ADSs will be subject to approval by the shareholders through postal ballot, and any other applicable statutory and regulatory approvals.

Apart from these, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

Variation in market capitalization

As at March 31, Increase / 2015 2014 (decrease) in %

Market capitalization (in Rs. crore) 2,54,771 1,88,510 35.1

Price earnings ratio (1) 20.5 17.6 16.5

Percentage increase in the market price of the shares in comparison with the last public offer price (2) 5,97,687

Notes: Data based on share prices quoted on NSE.

(1) Based on consolidated Indian GAAP financial statements.

(2) Last public offer price has been adjusted for bonus issues and stock split.

Management''s discussion and analysis

In terms of the provisions of Clause 49 of the Listing Agreement, the Management''s discussion and analysis is set out in this Annual Report.

2. Business

Strategy

Our strategic objective is to build a sustainable organization that remains relevant to the agenda of our clients, while generating profitable growth for our investors.

In order to do this, we will apply the priorities of our strategy — renew and new — to our own business and cascade it to everything we do. This applies to our solution and service offerings, our client and employee engagement processes, and to the operational processes of the Company. These translate to the following strategic focus areas : Differentiate our solution and service offerings : In process-oriented services — infrastructure management, business process outsourcing, and software testing or maintenance — our strategy will be to embrace the concepts of automation and artificial intelligence to improve productivity, gain higher accuracy and reduce the total cost to clients. We are leveraging our Global Delivery Model to provide scale, quality, expertise and cost advantages to our projects with clients. We are building differentiated platforms such as our Edge Suite, our Finacle® core banking product and the Infosys Information Platform. We will leverage the advantages of open source technologies in providing innovative and high cost-benefit performance solutions to our clients. We will continue to invest in emerging mobile and digital technologies and big data analytics.

Pursue strategic alliances and acquisitions : We are developing alliances that complement our core competencies. We are partnering with leading technology software providers in creating, deploying, integrating and operating business solutions for our clients. We plan to deploy our capital in making selective business acquisitions that augment our expertise, complement our presence in certain market segments and accelerate the execution of our strategies.

Build deep and impactful client relationships : Our strategy is to engage with clients on their large transformative programs, both in traditional IT areas as well as for their new digital business initiatives. We are expanding existing client relationships by providing them a broad set of end-to-end service offerings and increasing the size, nature and number of projects we do with them. We will acquire new clients, and increase our presence in new geographies and market segments by investing in targeted business development and marketing. We will invest in high-performing consulting and business development teams and the processes and systems required to make them effective. We will continue to ensure our brand is differentiated, global and respected. Build a culture within the Company that delivers innovation to clients : We will create the required environment, structures, ecosystems and economic models that will spur innovation across the Company We are using Design Thinking methods to elicit new problem statements and bring together our deep knowledge of client industries and emerging technologies to solve problems for our clients. We have allocated US $500 million towards an innovation fund to tap into innovation networks of early stage companies and universities to gain access to new thinking and business models. We will continue to build a collaborative and entrepreneurial culture in the organization.

Attract and retain a global, diverse, motivated and high performing employee base : Our employees are our biggest assets. To meet the evolving need of our clients, our priority is to attract and engage the best talent in the right locations with the right skills. We are fully committed to strengthening our brand to continue to be the ''employer of choice''. A series of measures have been initiated to empower our employees through trust and accountability. We have overhauled our performance management system to bring in more objectivity, created internal marketplace for employees to work on challenging assignments, and increased the focus on providing a safe and transparent working environment. We are guided by our value system which motivates our attitudes and actions. Our core values are Client Value, Leadership by Example, Integrity and Transparency, Fairness and Excellence (C-LIFE). We have invested substantially in training, which is central to our employees'' learning and career development process. We are committed to creating a work environment that is social, fun and collaborative. We continue to provide employees with life-long learning opportunities in a transparent and meritocratic culture. Enhance our operational effectiveness for agility and cost : We will periodically assess the effectiveness of our organization structure and processes to optimize it for alignment with our strategic objectives and agility. We continually evaluate critical cross-functional processes and benchmark them with best-in-class practices to optimize costs and enable swift and effective response to our clients. We constantly monitor and optimize various operational parameters such as the cost and utilization of resources, distribution of employees around the world, the cost of operating our campuses and optimally realizing the efficiencies of scale and the strengths of our Global Delivery Model.

Organizational changes

To enhance our agility in the market, sharpen our competitive differentiation and defragment centers of excellence, we realigned our organizational structure. The realignment is effective April 1, 2015. Our go-to-market units are organized around five global industry segments :

- Financial Services

- Manufacturing

- Retail, CPG & Logistics

- Energy, Utilities, Communications & Services

- Life Sciences, Healthcare & Insurance

Apart from the five industry segments, our businesses in India, China and Japan are run as standalone regional business units.

Our service delivery will be organized as horizontal centers of excellence or service lines, with a focus on nurturing innovation, to drive differentiation across the industry segments. This organization will comprise the following service lines :

- Infosys Global Consulting

- Global Delivery

- Enterprise Solutions

- Infosys Digital

- Enterprise Mobility

- Custom Application Development

- Application Management Services

- Independent Validation Solutions

- Business Intelligence

- Engineering Services

- Cloud and Infrastructure Services

- Products

- Finacle

- EdgeVerve

- Platforms

- Infosys BPO

Client base

Our client-centric approach continues to bring us high levels of client satisfaction. We derived 97.8% of our consolidated revenues from repeat business this fiscal. We, along with our subsidiaries, added 221 new clients, including a substantial number of large global corporations. Our total client base at the end of the year stood at 950. The client segmentation for the current and previous years on a consolidated basis is as follows :

in nos.

Clients 2015 2014

1 million dollar 529 501

5 million dollar 244 232

10 million dollar 159 148

25 million dollar 83 78

50 million dollar 47 42

75 million dollar 29 24

100 million dollar 15 13

200 million dollar 4 3

300 million dollar - 1

Infrastructure

We added 35.62 lakh sq. ft. of physical infrastructure space during the year. The total available space as on March 31, 2015 stands at 403.68 lakh sq. ft. The number of marketing offices as on March 31,2015 was 85, compared to 73 in the previous year.

Subsidiaries and associates

We, along with our subsidiaries, provide consulting, technology, outsourcing and next-generation services. At the beginning of the year, we had 11 direct subsidiaries. As on March 31, 2015, we have 13 direct subsidiaries, 29 step-down subsidiaries and one associate.

During the year, the Board of Directors (''the Board'')reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board''s report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

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 each of its subsidiaries, are available on our website www.infosys.com. These documents will also be available for inspection during business hours at our registered office in Bengaluru, India. During the year, investments were made in the following subsidiaries / associate :

- Infosys Nova Holdings LLC : During the year, the Company incorporated a new subsidiary, Infosys Nova Holdings LLC (''Infosys Nova''), in the U.S., effective January 23, 2015. Subsequently, Infosys Nova acquired 20% of the equity interests in DWA Nova LLC, a company formed along with DreamWorks Animation (DWA), for a cash consideration of Rs. 94 crore. DWA Nova LLC will develop and commercialize image generation technology in order to provide end-to-end digital manufacturing capabilities to companies involved in the designing, manufacturing, marketing or distribution of physical consumer products.

- Panaya Inc. : On March 5, 2015, Infosys acquired 100% voting interests in Panaya Inc. (''Panaya''), a Delaware Corporation in the U.S., by entering into a share purchase agreement for a cash consideration of approximately Rs. 1,398 crore. Panaya is a leading provider of automation technology for large-scale enterprise and software management.

- EdgeVerve : Infosys established EdgeVerve Systems Limited in 2014, to help global corporations sense, influence, fulfill and serve the needs of digital consumers, and leverage the potential of their business ecosystems.

On April 15, 2014, the Board of Directors of Infosys authorized the Company to execute a Business Transfer Agreement and related documents with EdgeVerve, subject to securing the requisite approval from shareholders in the Annual General Meeting. Subsequently, at the Annual General Meeting held on June 14, 2014, the shareholders authorized the Board to enter into a Business Transfer Agreement and related documents with EdgeVerve, with effect from July 1, 2014 or such other date as may be decided by the Board. The Company has undertaken an enterprise valuation by an independent valuer and accordingly the business has been transferred for a consideration of Rs. 421 crore (US $70 million) with effect from July 1, 2014, settled through the issue of fully-paid-up equity shares.

Products and platforms Finacle®

Finacle® is the industry-leading universal banking solution from Infosys that helps banks simplify their operations, accelerate innovation and create new opportunities. Today, Finacle® is the choice for banks across 84 countries and serves over 547 million customers. The solution is consistently rated as a leader in the market by various industry analysts. Finacle® solutions address core banking, e-banking, mobile banking, CRM, payments, treasury, origination, liquidity management and wealth management of retail and corporate, and universal banks worldwide. The solution''s component-based structure and enterprise- class capabilities helps banks boost agility and efficiency of their operations, and significantly improves customer experience across channels.

A study of top 1,000 global banks revealed that banks powered by Finacle® enjoy 50% higher returns on assets, 30% higher returns on capital, and 8.1 percentage point lower costs to income than others. The Company is organizing its software product assets within an integrated product group, which will be part of EdgeVerve, a subsidiary of Infosys. The Company therefore proposes to integrate Finacle business into EdgeVerve with effect from August 01, 2015.

EdgeVerve

EdgeVerve defines, develops and operates innovative, cloud-hosted business platforms and software products which are offered to clients as ''Pay-as-you-use'' services. We focus on realizing business outcomes for our clients by driving their revenue growth, cost-effectiveness and improved profitability. All our platforms are branded under the Edge umbrella.

Platforms

An important part of our strategy is the creation of the ''Infosys Platform'' which consists of the Infosys Information Platform (IIP) and the Infosys Automation Platform (IAP). These in turn consist of a number of open source software components, and/or Infosys proprietary software products, all of which can be deployed on public or private cloud or at the customer''s premise. IIP is intended to address the key challenges that enterprises have in effectively storing, managing and analyzing the increasing amounts of data available to business enterprises. Infosys'' objective is to use IIP to help customers find an improved way to package, develop, administer and monitor their enterprise data. Because it is based on existing, tested open source components, IIP offers rapid deployment as a base for a broad variety of industry-specific scenarios. It is particularly suited for deployment in scenarios where a customer''s existing environment lacks scalability or speed of reporting.

Quality

We continue our journey of delivering value to our clients through significant investments in quality programs. While sustaining existing external benchmarks and certifications, we have added new certifications and further enhanced our programs and initiatives to renew our commitment to the culture of quality.

We continue to adhere to international quality standard certifications such as ISO 9001:2008, ISO 22301, ISO 20000, AS EN 9100, ISO 13485, TL 9000 SV OHSAS 18001 and ISO 14001. We have also received an independent auditor''s assurance report on compliance to ISAE 3402 / SSAE16 and a certification of compliance on PCIDSS V 2.0 for Infosys BPO Limited. We also get assessed at CMMi level 5. According to the Process Maturity Profile published by the CMMi Institute of Carnegie Mellon University in December 2014, only 7% of 10,768 organizations globally are operating at Level 5, which is the highest level of process maturity.

Infosys is certified under various standards to meet client demands and enhance delivery value. Infosys Limited and Infosys BPO Limited are certified for the revised ISO 27001:2013 information security standards. As part of Infosys'' contract, the Central Processing Center of the Government of India''s income tax department was certified for ISO 27001. Following the successful completion of external independent assurance assessment based on GRI G4 comprehensive requirements, Infosys became the first IT company to publish a sustainability report compliant with GRI G4 comprehensive guidelines.

Our Quality department handles large change management initiatives to drive quality and productivity improvements across the Company, using various techniques such as Six Sigma, Lean methodology and engineering levers like Reuse and Tools. It is governed and monitored through the Balanced Scorecard and validated using the Infosys Scaling Outstanding Performance (iSOP) program adopted from the Malcolm Baldridge National Quality Award (MBNQA) framework.

Our Business Value Articulation (BVA) framework is an initiative comprising frameworks, methodologies, processes and systems to promote articulation and assurance of business value for various engagements. The BVA program helped us create substantial impact on our clients. We continue to fine-tune our Client Value Survey to capture the voice of our customers, and to assess client expectations as an ongoing process. The data that is collected is analyzed around satisfaction, advocacy, loyalty, fulfillment and value for money, and helps us draw action plans to improve client experience.

Branding

The Infosys brand is a key intangible asset of the Company The branding initiative is designed to reposition Infosys as the next-generation services company that would help enterprises renew themselves while also creating new avenues to generate value. Brand Infosys is being built around the premise that software, in a very fundamental way, is reshaping the world around us. And because of this, there is a duality that every business faces - on the one hand, the need to renew existing systems, to improve their effectiveness with new technologies and innovation, and on the other hand, the need to deliver completely new kinds of services and new solutions in new ways using next-generation technologies. Infosys helps its clients achieve this dual agenda in a culture of learning, creativity and purpose. It is the delivery of this brand promise that makes us the right technology partner for clients in over 50 countries. Brand Infosys has been recognized by leading publications and independent industry bodies globally. We are regularly rated by global industry analysts as a leader in key services and solutions across domains. Refer to the Awards and recognition section in this report.

Our marketing reach extends globally through advertisements, public relations and digital marketing initiatives. We participate in premier business and industry events around the world. We also organize signature events and roundtables across geographies. ''Confluence'', our flagship client event, is consistently well-attended and highly rated by our clients and industry partners.

Awards and recognition

In fiscal 2015, we received numerous awards and recognition, both international and national. Here is a quick glimpse of some of them :

Business and management

- We won the 2014 Thomson Reuters India Innovation Award in the ''Hi-Tech Corporate'' category. This award honors organizations headquartered in India for their spirit of innovation in R&D.

- We won the 2014 Asia IP Elite Award, which recognizes companies that are leading the way in IP value creation in the Asia-Pacific region.

- Infosys AssistEdge and Openreach (infrastructure division of BT) won the prestigious Alsbridge Innovation Award 2014 for ''Customer Service Seamless Desktop''.

- We topped Asiamoney''s Corporate Governance Poll in the ''domestic country'' category. The poll was expanded to cover Australia and Vietnam, and is the largest ever, with 322 select analysts and investors voicing their opinions.

- At the Institutional Investor 2014 All-Asia Rankings, we were honored with several awards in the IT services and software categories. The recognitions included Best CFO and Best Investor Relations.

- We were included in the top list of ''Business Innovation and Transformation Partners'' by Lunendonk, a leading German IT and consulting industry analyst firm. Only 11 companies across all German consulting and IT companies make it to this premiere league.

- We won the Data Security Council of India (DSCI) Excellence Award under the ''Privacy in Outsourcing Sector (IT-ITeS / BPM)'' category.

- We were voted India''s best company in the areas of corporate governance and commitment to paying good dividends, while the Infosys CFO, Rajiv Bansal, was chosen as India''s best CFO in FinanceAsia''s Asia''s Best Companies poll, 2015.

- We were recognized by the Neiman Marcus Group as the ''2014 Technology Partner of the Year'' after a rigorous selection process, based on four parameters - Service, Quality, Value and Innovation.

- We received the prestigious ''Daimler Supplier Award 2014'' for Outstanding Quality in the provision of IT Data Center Services.

- We were named the partner of the year by a leading global retailer.

- We were named a leader in The Forrester Wave™: BI Service Providers, Q4 2014. We received top scores for experience across multiple geographies and industries, strategic investments in business intelligence, and transparency.

- We were also inducted into the Winner''s Circle in HfS Research Enterprise Analytics Services Blueprint.

- Infosys BPO won four Gold Awards at the TISS LeapVault Chief Learning Officers Awards 2014 in the categories ''Best Global L&D Team of the Year'', ''Best Corporate University'', ''Best Virtual Learning Program'' and ''Best Induction Training Program''.

- Infosys McCamish won the Workflow Management Coalition (WfMC) Global Award for ''Excellence in Case Management for Insurance''.

- Infosys BPO won the 2014 Golden Peacock National Training Award. It was also declared a winner at the National Institution for Quality and Reliability Awards in India.

- Infosys BPO and Procter & Gamble jointly won the 2014 Outsourcing Excellence Award.

- Infosys BPO received an ASTD Excellence in Practice in Coaching and Mentoring citation.

- We were named leaders in the Magic Quadrant for Finance and Accounting BPO by Gartner for the fourth consecutive year.

- We have been identified as a Leader in NelsonHall''s Vendor Evaluation and Assessment for application outsourcing.

Banking

- Finacle® won five international banking excellence awards in partnership with its clients at the annual Asian Banker Awards 2014. These included two awards each for core banking and channel solutions implementation, and one award for its treasury management implementation.

- Finacle® was rated as a leader in Gartner''s Magic Quadrant for International Retail Core Banking 2014 for the eighth time in a row. Infosys was positioned at the highest level, within the Leaders Quadrant, in ability to execute and furthest in completeness of vision.

- Finacle® emerged as a leader in a key industry assessment - The Forrester Wave™ : Customer-Centric Global Banking Platforms, Q3 2014.

- CEB TowerGroup rated Finacle® e-Banking and trade finance solutions as ''Best-in-Class'' solutions for customer experience, design and security, and enterprise support.

- Finacle® was also judged a winner by Juniper Research for the 2014 Future Mobile Awards in the ''Mobile Banking'' category.

- Finacle® was rated by CEB TowerGroup analysts as ''Best-in-Class'' for bank user services and enterprise support.

- Finacle® was named a leader in the IDC MarketScape - Worldwide Core Banking Solutions 2014 Vendor Assessment : Global Providers for North American Banks during the year.

ERP services

- We were named leaders in Gartner''s Magic Quadrant for Oracle Application Implementation Services, Worldwide - for our completeness of vision and ability to execute.

- We were positioned in the ''Winner''s Circle'' of the HfS Blueprint - SAP Services.

- We were named leaders in the IDC MarketScape Worldwide Oracle Implementation Services Ecosystem''s 2014 report.

Technology innovation

- We won Hitachi''s ''Technical Architect Team of the Year'' award for exemplary work in architecting an infrastructure transformation solution for a leading U.S.-based financial services provider.

- The American Council for Technology - Industry Advisory Council (ACT-IAC) selected Infosys'' Marketplace-as-a-Service platform as one of the top 30 finalists for its ''Igniting Innovation 2015'' awards.

- Infosys was a winner in the 2014 ''Simulating Reality'' contest organized by MSC Software. The winning team from Infosys used MSC''s simulation technologies to better diagnose osteoporosis and accurately quantify fracture risk.

Healthcare

- We were cited as ''Leader and Star Performer'' in Life Sciences IT Outsourcing in Everest Group''s report : IT Outsourcing in Life Sciences - Service Provider Landscape with PEAK Matrix™ Assessment 2014.

- The Indo-American Chamber of Commerce recognized Infosys for ''Excellence in Innovation'' and ''Excellence in Environment, Health & Safety''.

- Infosys Public Services won the ''Hottest Government Contractor'' honor on June 24, 2014 at the 13th Annual Northern Virginia Technology Council (NVTC) ''Hot Ticket Awards'' for developing innovative solutions to help the government.

- Infosys Public Services was ranked 16th in the 2014 ''Healthcare Informatics 100'', based on revenues from healthcare IT products and services.

- Infosys Public Services'' efforts in modernizing the core systems of Long Term Care Partners (LTCP) to optimize operations and support its growth were acknowledged by LTCP.

Diversity

- The Women of Color magazine honored 13 Infoscions in October 2014. The ''Women of Color in Technology'' awards is a competitive national awards program that recognizes and honors the exceptional achievements of distinguished multicultural women who excel in Science, Technology, Engineering and Mathematics (STEM) in the U.S.

- We won the 2014 Asia Pacific HRM Congress Award for ''Diversity and HR''.

Sustainability awards

Our sustainability efforts won us several awards and accolades in fiscal 2015. These are some of the highlights :

- We won the Ashden International Gold Award, also known as the ''Green Oscars'', for ''Sustainable Buildings''.

- We were recognized for our efforts in sustainability and awarded the Solar Globe Award, 2014 for ''Excellence in Sustainability''.

- We were awarded the NDTV Property Award for our Software Development Block (SDB) 2 and 3 in the Hyderabad campus under the ''Most Environment Friendly Commercial / Office Space'' category.

- We won the Bry Air Award under the ''System Design'' category for our next-generation smart buildings.

- The Bureau of Energy Efficiency awarded us the National Energy Conservation Award for SDB 1 and 2, two buildings in our Mahindra City campus, and a certificate of merit for SDB 1 in Mahindra City and SDB 4 and 6 in the Sholinganallur campus, in Chennai.

- We were ranked third in the State Pollution Control Award given by the Kerala State Pollution Control Board for our efforts in pollution control and environmental protection at our Thiruvananthapuram campus.

- We received the first prize in the ''Lawn and Garden'' category in the Dasara Phala Pushpa Darshana-2015 for the 13th consecutive year for our Mysuru Development Center.

- We were recognized by the Karnataka State Pollution Control Board for the green belt development at our Mangaluru Nethra Development Center.

- We were placed second in the Environment, Health & Safety Award given by CII in the ''Office / Software / Service'' category and also a 4 star rating for our Bengaluru Development Center.

- We won the first prize in the ''Energy Efficiency'' category from the Maharashtra Energy Development Agency (MEDA) for our Pune Phase 2 campus and second prize for our Pune Phase 1 campus.

3. Human resources management

To ensure good human resources management at Infosys, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership. Through the annual employee engagement survey (LITMUS 2015), a number of tracks were identified this fiscal, and employees were invited to be part of the teams that actionized these tracks. In addition, a special, cross-functional team was put in place to enhance employee experience by renewing systems and processes. Quarterly promotions, 100% variable payout for two consecutive quarters, an Expert Track to identify individuals who are technically proficient, and a unique crowd-sourcing initiative to gather ideas around innovation were some of the interventions made to engage and develop employees. Interactions with the leadership continue through email, face-to- face interactions, video conferencing and video messages. We also launched the first Hackathon at Infosys, across our global locations to encourage rapid prototyping and problem-solving, and build a culture of innovation.

We have set up a scalable recruitment and human resources management process. Over the last year, on a standalone basis, we received 13,80,283 applications from prospective employees. The Infosys Group added 15,782 (net) and 53,386 (gross) employees this year, taking the total strength to 1,76,187 from 1,60,405 at the end of the previous year.

On a standalone basis, the attrition rate for fiscal 2015 stands at 18.9% compared to 18.7% for the previous year.

Talent fulfillment

Last year, a new function was established for identifying the best fit talent for any project on time, through the deployment of available people, recruitment and training. Over the last one year, this has yielded rich dividends. Our ability to staff the right people for our business needs has improved substantially and at the same time, talent utilization has moved up materially. A robust supply chain has been built that will yield dividends in the years to come.

Particulars of employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 3a to the Board''s report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of '' 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure 3b to the Board''s report.

Education, training and assessment

Learning and education are at the foundation of Infosys. Competency development continues to be a key area of strategic focus for us.

We launched new training programs to align with the new business strategy of renew and new. During fiscal 2015, the total training provided for employees was over 3.36 million person days. Many of our employees also undertook external certifications, thereby creating a large pool of certified people.

To enhance the innovation quotient among the workforce, we conducted the Design Thinking program for over 23,975 employees during fiscal 2015, including fresh recruits. In addition, the training has been imparted to client teams and leadership teams.

Our flagship industry-academia partnership program, Campus Connect, made progress through the launch of electives to help engineering colleges run new programs within their curricula. In fiscal 2015, we engaged with 1,440 faculty members who in turn trained over 34,655 students. With this, the total number of beneficiaries covered has reached over 11,886 faculty members and over 3,30,643 students from 348 engineering institutions.

SPARK is an academia connect program that exposes students in schools and colleges to the current opportunities and developments in IT and aims to inspire them and raise their aspirations. As part of this program, we engaged with over 38,460 students during the year. Since its launch in 2008, the program has reached over 9,16,460 students. Over 78,726 students participated in Aspirations2020, the coding contest we conduct for engineering students, in fiscal 2015.

Our knowledge management system set a new record by winning the Global Most Admired Knowledge Enterprise (MAKE) award for the 10th time, Asian MAKE award for the 12th time and Indian MAKE award for the 10th time.

Infosys Leadership Institute

The vision of the Infosys Leadership Institute (ILI) is to be recognized as a globally respected institution that is committed to developing leaders for Infosys. The focus of the institute is to develop and prepare leaders of the organization for current and future executive leadership positions. ILI''s leadership development model includes three dimensions — transformational, instrumental and transactional leadership — with Infosys values at its core. The institute employs a range of developmental approaches including classroom training, individualized coaching, and ''leaders teach'' sessions. Leaders from across Infosys and its subsidiaries are target beneficiaries of ILI''s programs.

4. Corporate governance

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. At Infosys, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

We continue to benchmark our corporate governance policies with the best in the world. Our efforts are widely recognized by investors in India and overseas. We have undergone the corporate governance audit by ICRA and CRISIL. ICRA has rated our corporate governance practices at CGR 1 and CRISIL has assigned CRISIL GVC Level 1 rating to us.

We comply with the Securities and Exchange Board of India (SEBI)''s guidelines on corporate governance. We have documented our internal policies on corporate governance. During the year, we continued to comply with the U.S. Sarbanes-Oxley Act, 2002. Several aspects of the Act, such as the Whistleblower Policy and Code of Conduct and Ethics, have been incorporated into our policies. Our Corporate governance report for fiscal 2015 forms part of this 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, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website, http://www.injosys.com/investors/corporate-governance/Pages/policies.aspx.

Number of meetings of the Board

The Board met nine times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Policy on directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 10 members, two of whom are executive or whole-time directors, and eight are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure 4 to the Board''s report. 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 Clause 49 of the Listing Agreement.

Board evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

None of the independent directors are due for re-appointment.

Training of independent directors

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has a program to help its directors improve their expertise in governance by providing a training fee of US $5,000 per annum for them to attend courses on board governance held by well-known business schools in any part of the world.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The format of the letter of appointment is available on our website, http://www.infosys. com/investors/corporate-governance/Pages/policies.aspx.

Inductions

On the recommendation of the nomination and remuneration committee, the Board appointed Dr. Vishal Sikka as a whole-time director with effect from June 14, 2014 to July 31, 2014 and as CEO and MD effective August 1, 2014. We thank the shareholders for their support in confirming Dr. Vishal Sikka''s appointment at the Extraordinary General Meeting held on July 30, 2014.

On the recommendations of the nomination and remuneration committee, the Board appointed Prof. John W Etchemendy as an Independent member of the Board effective December 04, 2014. We thank the shareholders for their support in confirming Prof. John W Etchemendy''s appointment through postal ballot on March 2, 2015. The nomination and remuneration committee also recommended the induction of Roopa Kudva as an independent member of the Board on February 4, 2015. Roopa Kudva is a member of several policy-level committees relating to the Indian financial system, including committees of SEBI and the Reserve Bank of India. She regularly features in lists of the most powerful women in business compiled by prominent publications, including Fortune and Business Today. We seek your support in confirming the appointment of Roopa Kudva in the ensuing Annual General Meeting.

Re-appointments

As per the provisions of the Companies Act 2013, U. B. Pravin Rao retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company Accordingly, all the independent directors except for Roopa Kudva, who was appointed as additional director on February 4, 2015, were appointed by the shareholders either at the general meeting or through postal ballot as required under Section 149(10). Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

None of the independent directors will retire at the ensuing Annual General Meeting.

Retirements and resignations

B. G. Srinivas resigned as whole-time director with effect from June 10, 2014. The Board places on record its appreciation for the services rendered by B. G. Srinivas during his tenure with the Company.

Srinath Batni resigned as whole-time director with effect from July 31, 2014. The Board appreciates and thanks him for his efforts in driving delivery and quality excellence for the Company S. D. Shibulal resigned as CEO and MD with effect from July 31, 2014. S. D. Shibulal is a co-founder of the Company and has played a seminal role in shaping its destiny The Board places on record its gratitude for the services rendered by Shibulal during his long association with the Company

S. Gopalakrishnan resigned as a whole-time director and Executive Vice Chairman of the Board with effect from June 14, 2014 and as non-executive Vice Chairman with effect from October 10, 2014. As a co-founder, he has contributed to the Company''s progress through the various roles he has played over the last 33 years. The Board thanks him for his guidance and invaluable contribution.

Narayana Murthy resigned as a whole-time director and Executive Chairman of the Board with effect from June 14, 2014 and as Non-Executive Chairman with effect from October 10, 2014. The Board places on record its deep sense of appreciation for the services rendered by Narayana Murthy, who is not just the founder of the Company, but also one of the architects of the Indian IT industry. Narayana Murthy indicated that in line with the Company''s high corporate governance standards and to avoid any perceived conflicts, it would not be appropriate for him to be the Chairman Emeritus of

Infosys. The Board accepted his decision and thanked him for his vision, leadership and guidance in making Infosys a globally respected company.

Ann M. Fudge retired as independent director with effect from June 14, 2014. The Board thanks her for providing valuable guidance to the Company during her tenure.

Dr. Omkar Goswami retired as independent director with effect from December 31, 2014. The Board places on record its sincere appreciation for Dr. Omkar Goswami''s long and fruitful association with the Company.

Parvatheesam Kanchinadham resigned as the Chief Risk & Compliance Officer and Company Secretary of the Company, with effect from January 10, 2015. The Board thanks Parvatheesam for the many roles he played during his tenure with the Company.

Committees of the Board

Currently, the Board has five committees : the audit committee, nomination and remuneration committee, corporate social responsibility committee, stakeholders relationship committee, and risk and strategy committee. All committees, except the corporate social responsibility committee, consist entirely of independent directors.

A detailed note on the Board and its committees is provided under the Corporate governance report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows :

Employees'' stock options / Restricted stock units

The Company has a 2011 RSU Plan which provides for the grant of restricted stock units (RSUs) to eligible employees of the Company. The Board placed the proposal of instituting the 2011 Plan to the shareholders on August 30, 2011, and the shareholders approved the proposal on October 17, 2011 through a postal ballot. The maximum aggregate number of shares that may be awarded under the Plan is 56,67,200 (currently held by the Infosys Limited Employees'' Welfare Trust and adjusted for bonus shares issued) and the plan shall continue in effect for a term of 10 years from the date of initial grant under the plan. The RSUs will be issued at par value of equity shares. The 2011 Plan is administered by the management development and compensation committee, now known as the nomination and remuneration committee (''the committee''), and through the Infosys Limited Employees'' Welfare Trust (''the Trust'').

During the year ended March 31, 2015, the Company made a grant of 27,067 RSUs (equivalent to 54,134 RSUs after adjusting for bonus issue made in December 2014) to Dr. Vishal Sikka, Chief Executive Officer and Managing Director. The RSUs will vest over a period of four years from the date of the grant in the proportions specified in the award agreement. The RSUs will vest subject to the achievement of certain key performance indicators as set forth in the award agreement for each applicable year of the vesting tranche and continued employment through each vesting date.

The details of the employee stock options / RSU plan form part of the notes to accounts of the financial statements in this Annual Report.

Directors'' responsibility statement as required under Section 134(3) (c) of the Companies Act, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (''the Act''), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

The directors confirm that :

- In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

- The directors 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 and loss of the Company for that period.

- The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The directors have prepared the annual accounts on a going concern basis.

- The directors have laid down internal financial controls, which are adequate and are operating effectively.

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Auditors'' certificate on corporate governance

As required by Clause 49 of the Listing Agreement, the auditors'' certificate on corporate governance is enclosed as Annexure 5 to the Board''s report.

5. Auditors

Statutory auditors

At the Annual General Meeting held on June 14, 2014, B S R & Co. LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of B S R & Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial auditor

Parameshwar G. Hegde of Hegde & Hegde, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure 6 to the Board''s report.

The Board has appointed Parameshwar G. Hegde, Hegde & Hegde, Practicing Company Secretaries, as secretarial auditor of the Company for the financial year 2015-16.

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 Company''s operations in future.

Extract of annual return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure 7 to the Board''s report.

Internal financial control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

6. Corporate social responsibility

Infosys has been an early adopter of corporate social responsibility initiatives. Along with sustained economic performance, environmental and social stewardship is a key factor for holistic business growth. The Company works with Infosys Foundation towards removing malnutrition, improving healthcare infrastructure, supporting primary education, rehabilitating abandoned women and children, and preserving Indian art and culture.

Over the years, we have been striving to achieve a fine balance of economic, environmental and social imperatives, while also paying attention to the needs and expectations of our internal as well as external stakeholders. Our corporate social responsibility is not limited to philanthropy, but encompasses holistic community development, institution building and sustainability related initiatives.

As per the Companies Act, 2013, all companies having net worth of Rs.500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company''s three immediately preceding financial year. Accordingly, we spent Rs. 243 crore towards our CSR activities in fiscal 2015.

Our CSR committee comprises K. V Kamath (Chairperson), R. Seshasayee, Kiran Mazumdar-Shaw and Dr. Vishal Sikka. The committee is responsible for formulating and monitoring the CSR policy of the Company.

CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society. In 1996, Infosys set up the Infosys Foundation (''the Foundation'') as a not-for-profit trust. The Foundation works closely with and supports the Board and the committee in identifying and implementing CSR activities. The Foundation also assists the Board and the committee in reporting progress of deployed initiatives and in making appropriate disclosures (internal / external) on a periodic basis.

Details about the CSR policy and initiatives taken by the Company on Corporate Social Responsibility during the year is available on our website, http://www.injosys.com/investors/corporate-governance/Pages/ policies.aspx. The annual report on our CSR activities is appended as Annexure 8 to the Board''s report.

Infosys Foundation

The Infosys Foundation was established in 1996 as a not-for-profit trust to conduct social welfare activities. Over the years, the Foundation has initiated, guided and conducted several programs in education, healthcare, disaster relief and rural development.

In fiscal 2015, the Foundation''s work spanned a wide range of activities such as sponsoring various organizations that promote local arts and culture, funding professorships and scholarships at institutes of higher education, funding community healthcare initiatives in Chennai, Bengaluru and Mumbai, and aiding welfare initiatives in remote rural areas and tribal areas in Arunachal Pradesh and Odisha. The Foundation also sponsored programs providing for the care of the destitute in several states. A more detailed report on the Foundation''s activities during fiscal 2015 forms part of the Infosys Foundation''s report and is available on our website, www.infosys.com.

We would like to thank the honorary trustees of the Foundation, who continue to devote their valuable time and energy in planning, directing and monitoring its activities.

Infosys Foundation USA

The Infosys Foundation USA''s (''the Foundation'') proposed charter was approved by the CSR Committee of the Board in January 2015 with a focus on bridging the digital divide in the U.S. The trustees of Infosys Foundation USA are Vandana Sikka (Chairperson), Sudha Murty and Sandeep Dadlani. The Foundation is committed to making quality computing education widely and easily accessible to everyone - irrespective of exposure, lack of resources, prior skills or proficiency. From enabling computer education in K-12, to supporting research in computer science, and empowering adults with IT training that enhances their employability, the Foundation is on a mission to catalyze a human revolution. An initial outlay of US $10 million was approved for the Foundation''s activities by the CSR committee of the Board. During fiscal 2014-15, the Foundation disbursed US $126,378 towards various CSR activities.

The ACM - Infosys Foundation Award

The ACM, Association for Computing Machinery, and the Infosys Foundation award set up in 2007 recognizes the finest recent innovations by young scientists and system developers in the computing field each year. An endowment from the Infosys Foundation provides financial support for the US $175,000 annual award.

Dan Boneh, professor of Computer Science and Electrical Engineering at Stanford University, won the 2014 award for his contributions to the ground-breaking development of pairing-based cryptography and its application in identity-based encryption. His work established the field of pairing-based cryptography, the dominant area in cryptography for the last decade, by demonstrating the use of pairing functions to solve wide variety of problems in cryptography. Boneh, with Matt Franklin, showed how pairings could be used to develop a fully functional identity-based encryption scheme (IBE). This ushered in a whole new area of cryptography research to which Boneh''s contributions have been central. IBE makes security mechanisms easier to use and deploy, and improves computer security to keep data, devices and critical systems safe, private and accessible.

Sustainability initiatives

Our sustainability charter is driven by our core values and ethics. Our sustainability actions encompass economic, social and environmental dimensions.

We continue to advocate and influence positive and affirmative sustainability actions across the globe. Our CEO and MD, Dr. Vishal Sikka, and several senior leaders participated in the World Economic Forum in Davos in January 2015, and engaged in discussions with global leaders on this year''s theme, ''The new global context''.

After Infosys became the first IT Company in the world to publish a sustainability report using the Global Reporting Initiative (GRI) G4 comprehensive guidelines in 2014, GRI Focal Point India invited Infosys to co-facilitate workshops to share our learnings.

Working with the community to facilitate larger social development is part of the Infosys culture. It is deeply ingrained in the ethos of the Company and amplified through actions, championed by leaders themselves.

Through our organization-led projects such as Campus Connect, Rural Reach and SPARK, we have successfully harnessed our reach and resources to encourage students in rural India to pursue higher education, provide infrastructure for government schools, and train faculty across schools and colleges. We work closely with educational institutions across the country to improve access to quality education offered in schools and universities.

Infosys also provides a platform for employees to engage in volunteering at our Development Centers (DCs) around the world where they are based. The CSR and Eco Clubs work with local initiatives and are powered entirely by employees in that location.

This year, the Clean India Campaign sparked off a chain of programs — cleanliness of the heart, mind, body, surroundings and neighborhoods — which was rolled out in most of our campuses across India.

On the environmental front, focused efforts on smart building systems, retrofits, new building designs with an effective envelope, and renewable energy, have significantly reduced our energy consumption in the last seven years. We pioneered the radiant cooling technology in India through radiant slab and radiant panel-based cooling systems. We have installed smart water meters across our campuses. We have been persistent in our efforts to ensure reuse, recycling and responsible disposal of waste to minimize the amount of waste going to landfills. In our efforts to achieve our goal of sourcing 100% of our electricity requirements from renewables by fiscal 2018, we have continued to invest in solar energy across our campuses.

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 9 to the Board''s report.

Business Responsibility Report

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for listed entities. In compliance with the said circular, we have provided the BRR as part of our Annual Report. We also publish the Infosys Sustainability Report annually. Our report follows the GRI G4 framework. This is a comprehensive report that covers all aspects of our sustainability activities. The report is audited by an external auditor, Det Norske Veritas Germanischer Lloyd (DNV GL).

Green initiatives

During fiscal 2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.infosys.com.

Electronic copies of the Annual Report 2014-15 and Notice of the 34th Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 34th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

Infosys Science Foundation

The Infosys Science Foundation (ISF), a not-for-profit trust, was set up in 2009 by Infosys, its founders and a few of its management, to promote research in the sciences. The Infosys Prize, instituted by the ISF, recognizes exemplary research by scholars and scientists connected to India. It hopes to inspire young Indians to choose a vocation in scientific research.

The prize categories and the names of the winners of the Infosys Prize 2014 are as follows :

Category Winners

Engineering and Prof. Jayant Haritsa Computer Science Indian Institute of Sdence India

Humanities Prof. Shamnad Basheer Increasing Diversity by Increasing Access / SpicyIP India Life Sciences Prof.Shubha Tole

Tata Institute of Fundamental Research, India Mathematical Prof. Madhu Sudan

Sciences Massachusetts Institute of Technology / Microsoft, U.S.

Physical Sciences Dr. Srivari Chandrasekhar

Council of Scientific and Industrial Research — Indian Institute of Chemical Technology, India Social Sciences Prof. Esther Duflo Massachusetts Institute of Technology/ Abdul Latif Jameel Poverty Action Lab, U.S.

The Infosys Prize 2014 presentation ceremony was held in Kolkata at Taj Bengal on January 5, 2015. The President of India, Pranab Mukherjee, congratulated the winners and sent a video address that was played at the ceremony. The Chief Guest, Nobel Laureate economist, Prof. Amartya Sen, felicitated the laureates in the six categories with a 22 karat gold medal, a citation and a prize purse of Rs. 65 lakh, tax-free in India. The prize money was increased from Rs. 55 lakh to Rs. 65 lakh this year. ISF also hosts the Infosys Science Foundation lectures (nationwide public talks by jurors and laureates of the Infosys Prize on their work), school events and contests in the hope of capturing the attention and imagination of the youth. In keeping with its mission of popularizing science in India, the ISF instituted a new program, Gnanadeepa, to train middle-school mathematics and science teachers from rural areas. Held at Infosys, Mysuru, the pilot initially targeted 500 government school teachers in Karnataka and was attended by over 630 participants from all 34 educational districts in the state. For more details on the activities and the trustees of the Infosys Science Foundation, visit our website, www.infosys-science-foundation.com.

Acknowledgments

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Technology Parks (STPs) / Special Economic Zones (SEZs) - Bengaluru, Bhubaneswar, Chandigarh, Chennai, Gurgaon, Hyderabad, Indore, Jaipur, Mangaluru, Mysuru, Nagpur, Noida, Pune, and Thiruvananthapuram and other government agencies for their support, and look forward to their continued support in the future.

for and on behalf of the Board of Directors

K. V. Kamath Dr.Vishal Sikka R. Seshasayee

Chennai Chairman Chief Executive Officer and Director April 24, 2015 Managing Director


Mar 31, 2014

We are delighted to present the report on our business and operations for the year ended March 31, 2014.

1. Results of our operations

in Rs. crore, except per share data

Particulars Standalone Consolidated 2014 2013 2014 2013

Income from software services and products 44,341 36,765 50,133 40,352

Software development expenses 26,738 21,662 30,804 24,179

Gross profit 17,603 15,103 19,329 16,173

Selling and marketing expenses 2,390 1,870 2,625 2,034

General and administration expenses 2,686 2,218 3,323 2,606

Operating Profit Before Depreciation 12,527 11,015 13,381 11,533

Depreciation and amortization 1,101 956 1,317 1,099

Operating profit 11,426 10,059 12,064 10,434

Other income 2,576 2,215 2,664 2,365

Profit before exceptional item and tax 14,002 12,274 14,728 12,799

Dividend income (1) – 83 – –

Profit before tax 14,002 12,357 14,728 12,799

Tax expense 3,808 3,241 4,072 3,370

Profit for the period 10,194 9,116 10,656 9,429

Surplus – opening balance 25,383 19,993 26,041 20,323

Dividend eliminated on consolidation of trust 13 – 13 15

Reserves on transfer of assets and liabilities of Infosys Consulting India Limited 6 – – –

Reserves on consolidation of trust 50 – – –

Amount available for appropriation 35,646 29,109 36,710 29,767

Dividend

Interim 1,149 862 1,149 862

Final 2,469 1,550 2,469 1,550

Total dividend 3,618 2,412 3,618 2,412

Dividend tax 615 403 615 403

Amount transferred to general reserve 1,021 911 1,021 911

Amount transferred to legal reserve – – 3 –

Surplus – closing balance 30,392 25,383 31,453 26,041

Earnings Per Share (EPS) before exceptional item (2)

Basic 178.39 157.55 186.49 165.01

Diluted 178.39 157.55 186.49 165.01

EPS after exceptional item (2)

Basic 178.39 158.76 186.49 165.01

Diluted 178.39 158.76 186.49 165.01

Notes : The above figures are extracted from the standalone and consolidated financial statements as per Indian GAAP. 1 crore = 10 million

(1) Dividend received of Rs. 83 crore from the wholly-owned subsidiary, Infosys Technologies Australia Pty. Limited, during the year ended March 31, 2013.

(2) Equity shares are at par value of Rs. 5/- each.

Revenues – standalone

Our total income on a standalone basis increased to Rs. 44,341 crore from Rs. 36,765 crore in the previous year, at a growth rate of 20.6%. Our software export revenues aggregated to Rs. 43,063 crore, up by 19.8% from Rs. 35,932 crore in the previous year. Out of the total revenue, 63.1% came from North America, 22.1% from Europe, 2.9% from India and 11.9% from the Rest of the World. On a standalone basis, our share of revenues from all parts of the world outside of North America increased to 36.9% in the current year from 36.2% in the previous year.

Revenues – consolidated

Our total income on a consolidated basis increased to Rs. 50,133 crore from Rs. 40,352 crore in the previous year, at a growth rate of 24.2%. Our software export revenues aggregated to Rs. 48,839 crore, up by 23.6% from Rs. 39,511 crore in the previous year. Out of the total revenue, 60.7% came from North America, 24.4% from Europe, 2.6% from India, and 12.3% from the Rest of the World. A focus of our growth strategy is to expand our business to parts of the world outside North America to diversify our revenues. On a consolidated basis, our share of revenues from all parts of the world outside North America increased to 39.3% in the current year from 37.8% in the previous year.

Profits – standalone

Our gross profit on a standalone basis amounted to Rs. 17,603 crore (39.7% of revenue) as against Rs. 15,103 crore (41.1% of revenue) in the previous year. The Operating Profit Before Depreciation amounted to Rs. 12,527 crore (28.2% of revenue) as against Rs. 11,015 crore (30.0% of revenue) in the previous year. Sales and marketing costs were 5.4% and 5.1% of our revenue for the years ended March 31, 2014 and March 31, 2013, respectively. General and administration expenses were 6.1% and 6.0% of our revenues during the current year and previous year, respectively. The net profit before exceptional item and tax was Rs. 14,002 crore (31.6% of revenue) as against Rs. 12,274 crore (33.4% of revenue) in the previous year.

Profits – consolidated

Our gross profit on a consolidated basis amounted to Rs. 19,329 crore (38.5% of revenue) as against Rs. 16,173 crore (40.1% of revenue) in the previous year. The Operating Profit Before Depreciation amounted to Rs. 13,381 crore (26.7% of revenue) as against Rs. 11,533 crore (28.6% of revenue) in the previous year. Sales and marketing costs were 5.2% and 5.0% of our revenue for the years ended March 31, 2014 and March 31, 2013, respectively. General and administration expenses were 6.6% and 6.5% of our revenues during the current year and previous year, respectively. The net profit before tax was Rs. 14,728 crore (29.4% of revenue) as against Rs. 12,799 crore (31.7% of revenue) in the previous year.

Capital expenditure – standalone

This year, on a standalone basis, we capitalized Rs. 2,381 crore. This comprises Rs. 672 crore for investment in computer equipment, Rs. 3 crore on vehicles and the balance of Rs. 1,706 crore on infrastructure investments.

In the previous year, we added Rs. 1,422 crore including Rs. 96 crore transferred from Infosys Technologies Australia Pty. Limited to our gross block. This comprises Rs. 640 crore for investment in computer equipment, Rs. 30 crore in Intellectual Property Rights, Rs. 1 crore on vehicles, and the balance of Rs. 751 crore on infrastructure investments.

Capital expenditure – consolidated

On a consolidated basis, we capitalized Rs. 2,533 crore in the current year. This comprises Rs. 759 crore for investment in computer equipment, Rs. 11 crore on vehicles, and the balance of Rs. 1,763 crore on infrastructure investments.

In the previous year, we added Rs. 1,556 crore (excluding goodwill of Rs. 1,153 crore) to our gross block. This comprises Rs. 702 crore for investment in computer equipment, Rs. 9 crore in Intellectual Property Rights, Rs. 19 crore on vehicles, and the balance of Rs. 826 crore on infrastructure investments.

Liquidity

We continue to be debt-free and maintain sufficient cash to meet our strategic objectives. We understand that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business risks. Liquidity enables us to make a rapid shift in direction, should the market so demand. During fiscal year 2014, internal cash flows have more than adequately covered working capital requirements, capital expenditure, investment in subsidiaries and dividend payments. As on March 31, 2014, on a standalone basis, we had liquid assets of Rs. 28,149 crore as against Rs. 22,289 crore at the previous year-end. On a consolidated basis, we had liquid assets of Rs. 30,277 crore at the current year-end as against Rs. 23,944 crore at the previous year-end. These funds comprise deposits with banks, highly-rated financial institutions, liquid mutual funds, fixed maturity plans, certificates of deposit, tax-free bonds and government bonds. The tax-free bonds and government bonds are disclosed under non-current investments.

Appropriations

Dividend

Our earlier policy was to pay dividend of up to 30% of the post-tax profits. At the Board meeting held on April 15, 2014, the Board decided to increase the dividend pay-out ratio to up to 40% of post-tax profits effective fiscal year 2014. In October 2013, we paid an interim dividend of Rs. 20/- per share (par value of Rs. 5/- each). We recommended a final dividend of Rs. 43/- per share (par value of Rs. 5/- each), making in all Rs. 63/- per share (par value of Rs. 5/- each), as dividend for the year.

The total dividend pay-out (excluding dividend tax) for the current year is Rs. 3,618 crore as against Rs. 2,412 crore in the previous year. Dividend (including dividend tax) as a percentage of consolidated net profit after tax is 39.7% as compared to 29.9% in the previous year.

The Register of Members and Share Transfer Books will remain closed from May 31, 2014 to June 14, 2014 (both days inclusive) for the purpose of payment of the final dividend for the financial year ended March 31, 2014 and the Annual General Meeting (AGM). The AGM is scheduled to be held on June 14, 2014.

Transfer to reserves

We propose to transfer Rs. 1,021 crore (10% of the standalone net profit for the year) to the general reserve. An amount of Rs. 30,392 crore is proposed to be retained in the Surplus.

Fixed deposits

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Management''s discussion and analysis

In terms of the provisions of Clause 49 of the Listing Agreement, the Management''s discussion and analysis is set out in this Annual Report.

2. Business Strategy

During the year, we continued to work on the vision articulated in the Infosys 3.0 strategy and also strengthened focus on our core competence area of Business IT Services (BITS). We also continued to explore and invest in the products and platforms space. Given the very different R&D environment demanded by products and platforms, and the objective of delinking revenues from person-month effort, the Board approved the transfer of the existing Products, Platforms and Solutions business (excluding Finacle) to a wholly-owned subsidiary of Infosys Limited. The new subsidiary has been named Edgeverve Systems Limited. Edgeverve Systems Limited is a related party as defined under the Companies Act, 2013. The transaction requires members'' approval by way of special resolution and hence the Board has decided to seek the members'' approval at the ensuing AGM.

We also introduced a number of strategic initiatives during the fiscal year to spur overall growth and productivity in the Company. The following are some of the broad areas covered by these initiatives :

Cost optimization : A series of measures have been initiated to yield high levels of cost optimization. These include focusing on location optimization, increasing offshore effort ratios, deploying people in the right jobs and eliminating unnecessary costs.

Enhancing sales productivity : We are focusing on reinvigorating our sales teams and enabling them with better systems, training, processes and metrics. This will help us in winning large revenue yielding multi-year outsourcing projects.

Improving delivery effectiveness : Our software delivery has always been of a high order, and we want to re-focus on strengthening it further. We are developing intellectual property (IP)-based solutions to delink revenue from effort and focusing on improving individual work productivity.

Organizational changes

Dynamic challenges faced by businesses today require companies to evolve with changing times to remain competitive. As part of the organizational changes that were implemented during fiscal year 2014, our Board adopted a two-president governance structure for the Company and appointed B. G. Srinivas and U. B. Pravin Rao as Presidents of the Company, reporting to the Chief Executive Officer and Managing Director, S. D. Shibulal, effective January 3, 2014. Following the appointment of the Presidents, the Executive Council ceased to exist with effect from April 1, 2014.

The existing business portfolios have been realigned under the two Presidents. To strengthen our focus on growing existing client relationships and increasing market share through service differentiation and operational agility, changes have been made in our organizational structure. In order to retain industry focus and strengthen client-centric delivery, the operating segments have been provided with integrated sales and delivery functions.

The following are the operating segments : Energy, Communications and Services

- Financial Services

- Growth Markets

- Insurance

- Life Sciences and Healthcare

- Manufacturing

- Resources and Utilities

- Retail, Consumer Packaged Goods and Logistics

Client base

Our client-centric approach has continued to result in high levels of client satisfaction. We derived 97.7% of our consolidated revenues from repeat business. We, along with our subsidiaries, added 238 new clients, including a substantial number of large global corporations. Our total client base at the end of the year stood at 890. The client segmentation for the current and previous years on a consolidated basis is as follows :

in Nos

Clients 2014 2013

1 million dollar 501 448

5 million dollar 232 213

10 million dollar 148 137

20 million dollar 91 80

30 million dollar 70 62

40 million dollar 57 49

50 million dollar 42 40

60 million dollar 38 33

70 million dollar 30 28

80 million dollar 20 19

90 million dollar 17 17

100 million dollar 13 12

200 million dollar 3 3

300 million dollar 1 –

Infrastructure

During the year, we added 51.62 lakh sq. ft. of physical infrastructure space. The total available space as on March 31, 2014 stands at 368.06 lakh sq. ft. The number of marketing offices as on March 31, 2014 was 73, compared to 69 in the previous year.

Subsidiaries

We are a global IT services and consulting company. Our subsidiaries help us deliver end-to-end services to maximize value for our clients. At the beginning of the year, we had 10 direct subsidiaries. During the year, we incorporated Edgeverve Systems Limited and Infosys Americas, Inc. The Honorable High Court of Karnataka sanctioned the scheme of amalgamation of Infosys Consulting India Limited with Infosys Limited with an effective date of August 23, 2013 and an appointed date of January 12, 2012. As on March 31, 2014, we have 11 direct subsidiaries and 25 step-down subsidiaries.

During the year, the Board of Directors reviewed the affairs of the subsidiary companies. As per Section 212 of the Companies Act, 1956, we are required to attach the Balance Sheet, Statement of Profit and Loss and other documents of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011, exempted companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. The Company has published the audited consolidated financial statements for the fiscal year 2014 and the same forms part of this Annual Report. Accordingly, this Annual Report does not contain the financial statements of our subsidiaries. The Statement pursuant to Section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiaries is annexed to this report.

The audited financial statements and related information of subsidiaries are available on our website, www.infosys.com. These documents will also be available for inspection during business hours at our registered office in Bangalore, India.

Products, platforms and solutions

In November 2013, Gartner analyst Susan Tan, in her report, Market Insight : Integrated Platform Solutions are the Next Frontier for IT Services Providers, stated, "Infosys is perhaps the most aggressive of IT services providers in going after the integrated platform solution market." This is a strong endorsement for our Products, Platforms and Solutions group, which operates under the Infosys Edge umbrella. The report also highlights the strengths of our Edge Platform Solutions — providing the client with end-to-end solutions, bundling infrastructure, software license, operations and business process services.

With seven Edge products / platforms and six other product-based solutions and nearly 90 clients, Infosys Edge has developed a key portfolio of strategic investments in products and platforms and has a good mix of horizontal and vertical offerings. This has helped us establish ourselves as a credible IP owner.

Offerings from Infosys Edge

Infosys AssistEdge : This is a customer service experience product for contact centers that provides an integrated service experience across all customer service channels including web, chat, phone and social media. It enables organizations to realize a faster return on investment through improved agent efficiency, reduced call volumes, and quicker go-live periods.

Infosys BrandEdge : This simplifies digital marketing through a comprehensive cloud-based platform that helps enterprises build digital assets and launch marketing campaigns to listen, analyze, and act on customer insights. BrandEdge improves the efficiency of marketing teams and helps drive deeper customer relationships through effective multi-channel conversations.

Infosys Credit Servicing Platform : This solution helps financial institutions manage multiple loans and asset classes across the globe. It manages multiple credit types and asset classes through the complete life cycle — from on-boarding to resolution and closure. Infosys DigitizeEdge : This offering helps enterprises enrich and deliver digital assets through a variety of business models. It helps in conversion, enrichment, and normalization of digital assets to proactively engage with consumers across digital channels, including mobiles and television. This includes Infosys Flypp™ and Digital Transformation offerings.

Infosys InteractEdge : This solution enhances consumer experience for brands and enterprises across all digital touchpoints. It helps them create and manage content, democratize access to content, personalize recommendation of content and products, and finally, build transaction capability from anywhere and for anyone. Infosys ProcureEdge : This helps enterprises realize rapid and sustainable savings across their source-to-pay lifecycle. Delivered in the cloud, ProcureEdge can be deployed rapidly, enabling enterprises to enhance savings, reduce total cost of ownership, and improve supplier performance and compliance.

Infosys TradeEdge : An insight-driven sales platform for global brands to accelerate profitable growth in emerging markets, TradeEdge helps brands know markets better, reach customers faster and drive costs lower. It helps global companies reach billions of new consumers, and increase revenues while reducing non-productive inventory.

Other products and solutions

Our strategic approach to non-linear business growth has resulted in significant investments in products and solutions that generate I P. While our investments in IP have enabled us to accelerate delivery of services, clients have seen huge productivity and time-to-market improvements. Digital services covering cloud, big data, mobility and functional areas such as HR and Commerce are the focus areas for our products and solutions. Some of these are as follows : Infosys BigDataEdge : This solution empowers IT and business teams to quickly discover, analyze and act on information to drive real-time business decisions. It enables real-time discovery of data across both internal systems and external sources.

Infosys Cloud Ecosystem Hub : This helps enterprises create, adopt and manage their hybrid cloud ecosystem. It helps in rapid creation, adoption, and governance of cloud services across the ecosystem. Infosys Commerce Solution : This solution drives multi-channel commerce by enhancing consumer experience, increasing traffic and order value. It enables enterprises to use social interactions to predict, personalize, and enhance the customers'' overall shopping experience. Infosys Talent Management Solution : Our talent management solution enables enterprises to deepen employee engagement and simplify the entire hire-to-retire lifecycle of the human resource function. Infosys mConnect : This is a multi-channel mobile middleware that is designed to optimize user experience across channels and platforms. Infosys Mobile Wallet Solution : This popular product enables the financial ecosystem of consumers, merchants, telecoms, banks, governments and enterprises to process payments.

Finacle®

Finacle partners with banks to simplify banking and arm them with accelerated innovation to build tomorrow''s banks, today. Our solutions address the core banking, e-banking, mobile banking, CRM, payments, treasury, origination, liquidity management, wealth management and Islamic banking requirements of retail, corporate and universal banks worldwide.

In 2013, Infosys was positioned as a leader in Gartner''s International Retail Core Banking report for the seventh time in a row for its Finacle® core banking solution. Finacle 11E is the latest release of the award-winning Finacle® universal banking solution. The solution''s component-based deployment offers banks extreme agility to progressively modernize and meet business priorities, thus helping them realize modernization benefits faster.

As on March 31, 2014, Finacle® is the choice of 183 banks across 84 countries and powers operations across 56,000 branches and enables its customer banks to serve over 599 million accounts and 437 million customers worldwide.

Quality

We continue our journey of delivering value to our clients through significant investments in quality programs. While sustaining existing external benchmarks and certifications, we have added new certifications to deliver greater value to our clients'' businesses.

Infosys is certified under various standards to meet client demands and enhance delivery value. Infosys Limited and Infosys BPO Limited are certified for ISO 22301:2012 Societal Security, Business Continuity Management Systems standards. As part of Infosys'' contract, the Central Processing Center of the Government of India''s Income Tax department was certified for the ISO 15489 Record Management System Standards, making it the first government organization in Asia to attain this certification.

We continue to demonstrate process excellence by adhering to various international quality standard certifications, including ISO 9001:2008, ISO 27001, ISO 20000, AS EN 9100, ISO 13485, TL 9000-SV, OHSAS 18001 and ISO 14001. We have also received an independent auditor''s assurance report on compliance to ISAE 3402 / SSAE16 and a certification of compliance on PCIDSS V 2.0 for Infosys BPO Limited. Infosys McCamish Systems LLC has completed SOC 1 Type II Statement on SSAE 16. This certification confirms that the delivery of operations and IT services for Infosys McCamish''s clients is done with the highest level of security and controls. Apart from this, we continue to get assessed at CMMI level 5. According to the Process Maturity Profile published by the CMMI Institute of Carnegie Mellon

University in September 2013, only 6.6% of 5,944 organizations most recently appraised are operating at Level 5, which is the highest level of CMMI assessment.

Our Quality department handles large change management initiatives to drive quality and productivity improvements across the Company. It is managed through the Balanced Scorecard and Infosys Scaling Outstanding Performance (iSOP) program adopted from the Malcolm Baldridge National Quality Award (MBNQA) framework.

Our Business Value Articulation (BVA) framework ensures alignment of our approaches to deliver and maximize value to our clients. Our Business Value Realization (BVR) program is an initiative comprising frameworks, methodologies, processes and systems to promote articulation and assurance of business value for various engagements. The BVA program helped us have a substantial impact on our clients. We continue to fine-tune our Client Value Survey to capture the voice of our customers, and to assess client expectations as an ongoing process. The data that is collected is analyzed around satisfaction, advocacy, loyalty, fulfillment and value for money. This information is used to draw action plans to improve client experience on an ongoing basis.

Infosys Labs

Our research and development efforts focus on the twin goals of improving productivity and quality of our services, alongside working towards technology-driven innovation and differentiation that will deliver greater value to our clients.

At Infosys Labs, service innovation is being achieved through enhanced automation, optimization, prevention and effective collaboration among distributed teams.

Infosys Labs has established a set of service innovation groups focused on enhancing quality and productivity of six dominant Infosys services — Business Process Outsourcing; Infrastructure Management Services; Independent Validation Services; Application Development and Maintenance including Large Deals; Consulting and Systems Integration; and Modernization. These groups work on service platforms with a focus on automation, optimization, consolidation, and on enhancing the effectiveness of contextual collaboration for distributed teams.

Under its Client Innovation umbrella, Infosys Labs has established six Centers of Excellence (CoE), namely Modernization, Advanced Analytics, Security and Dependability, Advanced Mobility, Experience, and Innovation Co-Creation. The CoEs work towards establishing technology-based client innovation and differentiation through the establishment of Client Innovation Centers, publishing focused technology points of view, implementing proofs of concepts driven by our focus on client value, and conducting client workshops. Additionally, we have set up innovation centers with a number of our clients, university partners, and industry research consortia to drive co-creation.

Infosys Labs focuses on developing significant new intellectual property to enhance the productivity and quality of our services while enabling differentiation in client offerings. During fiscal year 2014, Infosys Labs filed 79 unique patent applications in the United States Patent and Trademark Office (USPTO), the Indian Patent Office and other jurisdictions. On a standalone basis, our research and development expenses for fiscal years 2014, 2013 and 2012 were Rs. 873 crore, Rs. 907 crore and Rs. 655 crore, respectively.

Branding

The Infosys brand is a key intangible asset of the Company. Our brand promise – Building Tomorrow''s Enterprise – communicates the value we bring to our clients. It is the expression of how we provide insights on what is ahead and partner with clients to help them succeed amidst change. We do this by uncovering opportunities to drive new sources of business value through consulting and the co-creation of breakthrough solutions. We enable clients to sustain the advantage by delivering services that drive smarter, more efficient operations. It is the delivery of our brand promise that makes us the right technology partner for clients in over 30 countries. ''Powered by intellect and driven by values'', brand Infosys has been recognized by leading publications and independent industry bodies globally We are regularly rated by global industry analysts as a leader in key services and solutions across domains. Refer to the Awards and recognition section below for more details.

Our marketing reach extends globally through advertisements, web initiatives and social media conversations. We promote our brand through trade and general publications. We participate in premier business and industry events around the world. ''Confluence'', our flagship client event, is consistently well-attended and highly-rated by our clients and industry partners.

Awards and recognition

In fiscal year 2014, as in the previous years, we received a number of awards and recognition from national and international industry bodies and media houses. The significant ones among them are as follows :

Corporate governance and investor relations

- We were voted the best in several categories, including ''Best Overall for Corporate Governance'' and ''Best for Investor Relations'', in Asiamoney''s Annual Corporate Governance Poll 2013.

- We were ranked third globally for corporate governance practices and second best for IR websites in India by IR Global Rankings 2013.

- We topped the 2013 Institutional Investor Rankings among all Indian companies across sectors.

- We were honored in the 2013 Institutional Investor All Asia Rankings.

Banking

- Our flagship banking product, Finacle®, was recognized as a ''Best in Class'' provider by the CEB TowerGroup Mobile Banking Solutions Technology Analysis report.

Finacle® won the prestigious ''Best Core Banking Technology'' award at the Innovation in Technology and Transaction Banking Awards 2013, organized by The Banker.

- Gartner''s International Retail Core Banking report positioned us as a leader for the seventh time in a row for Finacle®.

Healthcare

- Infosys Public Services, Inc. was recognized by Avivia Health from Kaiser Permanente as a strategic partner to develop its innovative gamification platform to improve consumer engagement.

- Infosys Public Services, Inc. has been named in the ''Healthcare''s Hottest Companies for 2013'' list by Modern Healthcare, a leading healthcare publication for senior decision makers.

Application management

- We were positioned as a leader in the Gartner Magic Quadrant for Oracle Applications Management Service Providers worldwide.

- We were named a leader in Gartner''s Magic Quadrant for SAP Application Management Services worldwide.

Technology innovation

- We were positioned in the winners'' circle in HfS Enterprise Analytics Services Blueprint 2013, and recognized for our significant scale in analytics, execution excellence across service areas, and responsiveness to clients.

- We won the Global Telecoms Business Innovation Award with British Telecom.

- We won the 2013 Simulating Reality contest, a global contest for excellence in biomedical engineering, organized by MSC Software. The contest recognized Infosys for its use of next generation technologies for innovation in the area of engineering design.

- We were ranked as a leader in The Forrester Wave™ – Enterprise Mobility Services, Q1 2013 report.

Business process management

- Along with our partners, British Telecom, we won the award for excellence in telecommunication, utilities and hi-tech outsourcing for 2013, given by the National Outsourcing Association (NOA).

- Infosys BPO Limited was positioned in the Leaders category in Everest Group''s Procurement Outsourcing Service Provider Landscape with PEAK Matrix Assessment.

Business and management

- Infosys Edge received the NASSCOM Business Innovation Award 2013.

- We received the Platinum Award at the Asset Excellence in Management and Corporate Awards 2013.

- Infosys China was recognized among the ''Top 10 Global Services Providers'' of 2013 in China at the fifth Annual China Sourcing Summit.

- We were recognized by IBM as Smarter Commerce Business Partner of the Year for Australia and New Zealand.

- We were ranked No. 1 among the best managed companies in Asia Pacific for 2013 in the annual Euromoney ''Best Managed Companies in Asia'' survey

Corporate learning and talent development

- We won the prestigious Global Most Admired Knowledge Enterprise (MAKE) Award 2013 for the ninth successive time. We have won the Asian MAKE Award 11 times in a row.

- We received CorpU''s Learning Excellence and Innovation Award 2013 for our ''Connect Architecture'' program.

- InStep, our global internship program, won the National Council for Work Experience (NCWE) Award.

Sustainability awards

Our sustainability efforts won us several awards and accolades in fiscal year 2014 :

- We won the 2013 Ian Kiernan Award for Corporate Social Responsibility given by the Australian Human Resources Institute. The award recognizes us for our success in enhancing our corporate social responsibility program and becoming more inclusive and meaningful for our staff, beneficiaries and the Australian community

- We were adjudged the runners up at the Green IT Awards 2013 in three categories — Sustainable Design Project of the Year, Team of the Year, and Green IT Magazine Company of the Year.

- We won the Federation of Indian Chambers of Commerce and Industry (FICCI) Business Responsibility Award 2013 in the ''Best Green building'' category for the Software Development Block-1 building in our Hyderabad campus.

- The GreenCo Summit by Confederation of Indian Industry (CII) recognized our outstanding contribution to the Indian Green Building Council initiatives in 2013.

- The Bangalore Chamber of Industry and Commerce honored us for our adoption of best practices in effective management of solid waste in the field of ''Innovation in knowledge sharing on Solid Waste Management''.

- We won the CII National Award, 2013 for Excellence in Energy Management in two categories — Innovative Project and Energy Efficient Unit.

- We won the award for ''Corporate Sustainability Stewardship'' at the 2013 Parivartan Sustainability Leadership Awards.

- We were given the ''Excellence Award'' for the Retrofit Category - Metropolitan City at the Emerson Cup Awards 2013.

- We received a commendation certificate for Significant Achievement at the CII-ITC Sustainability Awards 2013.

- We won the first prize in the buildings category at the National Energy Conservation Awards, 2013.

- We were named a ''2013 Environmental Tracking (ET) Carbon Ranking Leader'' for our disclosure practices and for achieving significant reduction in greenhouse gas emissions.

3. Human resources management

We firmly believe that employee motivation, development, and engagement are key aspects of good human resources management. We provide several forums and communication channels for our employees to not only share their points of view and feedback related to our business, but also share feedback on self-development and career advancement. These forums have helped us identify and implement a number of structural changes during the year. These included compensation revision across the organization, streamlining of compensation structure, quarterly cycles of promotion and progression, and rotation of onsite assignments. Providing opportunities for employees to interact with senior management through innovative interventions such as ''Just-a-Minute'' (JAM) with the Management, town hall events across campuses and priority mailers notifying employees about every organizational change and development are a few of the measures taken to boost communication with employees. Rewarding and recognizing consistent superior performance is essential to build a stronger Infosys. This year, we introduced the ''Fast Track'' program, which is designed exclusively to identify high performers and provide them challenging opportunities to grow faster within the organization.

We have set up a scalable recruitment and human resources management process. Over the last year, we received 9,11,220 applications from prospective employees. We added 24,517 (gross) and 801 (net) employees this year, taking our total strength to 1,27,198 from 1,26,397 at the end of the previous year for Infosys Limited. The Infosys Group added 3,717 (net) and 39,985 (gross) employees this year, taking the total strength to 1,60,405 from 1,56,688 at the end of the previous year.

The attrition rate stands at 18.7% compared to 16.3% for the previous year for Infosys Limited.

Talent fulfillment

During the year, a new function has been established for identifying talent required for new opportunities and recruiting based on competence and performance. Focused training and creating a flexible system for timely placement of the best-fit talent within projects are the main goals of this initiative, which aims ultimately to build a robust supply chain that will yield dividends in the years to come.

Particulars of employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed to this report.

Education, Training and Assessment

Competency development continues to be a key area of strategic focus for us. During fiscal year 2014, the total training provided for Infoscions was over 2.13 million person days. Many of our employees also took external certifications, creating a large pool of certified people.

Our flagship industry-academia partnership program, Campus Connect, made significant progress through the launch of electives to help engineering colleges run new programs within their curricula. During fiscal year 2014, we engaged with 1,476 faculty members who in turn trained over 41,000 students. With this, the total number of beneficiaries covered has reached over 10,400 faculty members and over 2,92,000 students from 372 engineering institutions.

SPARK is an academia connect program that exposes students in schools and colleges to the current opportunities and developments in IT and aims to inspire them and raise their aspirations. As part of this program, we engaged with over 36,000 students during the year. Since its launch in 2008, the program has reached over 8,78,000 students. Over 65,000 students participated in Aspirations2020 in fiscal year 2014, the coding contest we conduct for engineering students.

Our knowledge management system set a new record by winning the Global Most Acknowledged Knowledge Enterprise (MAKE) award for the ninth time, the Asian MAKE Award for the 11th time and the Indian MAKE Award for the ninth time.

Infosys Limited is a proud winner in the American Society for Training and Development''s (ASTD) 2013 Best Awards program. We were among 28 organizations from five countries (Canada, India, Taiwan, Turkey and the U.S.) to receive the 2013 Best Award. As in previous years, our researchers continued to demonstrate their thought leadership through their publications / presentations at global conferences and contributions to books and journals.

Infosys Leadership Institute

Our vision for the Infosys Leadership Institute (ILI) is to be a globally recognized institute that promotes and advances the field of leadership development. Over the years, ILI has created several proprietary methodologies, actionable development programs and interventions for leadership development that have been benchmarked with the best. ILI works towards executing business strategies and ensuring that Infosys has ready leaders to take on senior leadership positions.

4. Corporate governance

We continue to benchmark our corporate governance policies with the best in the world. Our efforts are widely recognized by investors in India and overseas. We have undergone the corporate governance audit by ICRA and Credit Rating Information Services of India Limited (CRISIL). ICRA has rated our corporate governance practices at CGR 1 and CRISIL has assigned CRISIL GVC Level 1 rating to us.

We comply with the recommendations of the Narayana Murthy Committee on Corporate Governance constituted by the Securities and Exchange Board of India (SEBI) in 2002. Our Corporate Governance Report for the fiscal year 2014 forms part of this Annual Report.

We have documented our internal policies on corporate governance. During the year, we continued to comply with the U.S. Sarbanes-Oxley Act, 2002. Several aspects of the Act, such as the Whistleblower Policy and Code of Conduct and Ethics, have been incorporated in our policy.

Board of Directors Inductions

On June 1, 2013, the Board appointed Narayana Murthy as Executive Chairman of the Board. K. V. Kamath stepped down as Chairman of the Board to take up the position of Lead Independent Director. We thank the shareholders for their support in confirming Narayana Murthy''s appointment at the AGM on June 15, 2013.

The Board also re-designated S. Gopalakrishnan as the Executive Vice Chairman of the Board, while S. D. Shibulal continued as the Chief Executive Officer and Managing Director (CEO and MD). On December 20, 2013, the nominations and governance committee recommended the induction of U. B. Pravin Rao as a whole-time director and Kiran Mazumdar-Shaw as an independent member of the Board. U. B. Pravin Rao has been with Infosys Limited since 1986. He has been the Senior Vice President and Global Head of Retail, Consumer Packaged Goods, Logistics and Life Sciences, as well as a member of the Board of Lodestone Holding AG, and heads the ILI. Kiran Mazumdar-Shaw is a globally recognized corporate leader and the Chairman and Managing Director of Biocon Limited. She has been named among TIME magazine''s 100 most influential people in the world.

On April 15, 2014, the nominations and governance committee recommended the induction of Carol M. Browner to the Board. Carol M. Browner is an expert in environmental policy and law and has served as Director of the White House Office of Energy and Climate Change Policy under the Obama administration and before that, in the Environmental Protection Agency under the Clinton administration. We seek your support in confirming the appointments of U. B. Pravin Rao, Kiran Mazumdar-Shaw and Carol M. Browner.

Re-appointments

As per the provisions of the Companies Act, 2013, B. G. Srinivas and S. Gopalakrishnan will retire in the ensuing AGM and being eligible, seek re-appointment. The Board of Directors recommend their re-appointment.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

Our non-executive (independent) directors (except for Kiran Mazumdar-Shaw and Carol M. Browner) were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that non-executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term at the ensuing AGM of the Company in June 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of up to five consecutive years.

Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013.

CEO succession

The nominations and governance committee has begun the search to select the successor to S. D. Shibulal, CEO and MD, who has expressed his desire to retire as the CEO and MD of the Company and as a member of the Board either on the date of the last Board meeting before his superannuation — January 9, 2015, or when his successor is ready to assume office, whichever is earlier. The nominations and governance committee is open to evaluating internal and external candidates based on merit. It has appointed Development Dimensions International, a company specializing in internal corporate executive evaluations and Egon Zehnder, an executive search firm, to assist in identifying internal and external candidates respectively.

Retirements and resignations

Leo Puri stepped down as independent member of the Board, with effect from August 14, 2013. This is pursuant to his appointment as Managing Director of UTI Asset Management Co. Ltd. The Board places on record its appreciation for the services rendered by Leo Puri to the Board and the Company.

Ashok Vemuri, Member of the Board, resigned from the services of the Company effective September 12, 2013. The Board would like to thank and record its appreciation for his contribution in building the Company''s market leadership in the Financial Services, Manufacturing verticals and in North America.

In accordance with the retirement policy for the Company''s Board of Directors (attainment of 65 years of age for independent directors appointed to the Board prior to October 15, 2010), Deepak M. Satwalekar, Independent Director, retired from the Board effective November 13, 2013. Deepak M. Satwalekar had joined the Board in October 1997 and the Board would like to thank him for his long and fruitful association with the Company.

V. Balakrishnan resigned from the services of the Company, effective December 31, 2013. V. Balakrishnan had been part of the Infosys journey for 22 years, and the Board conveys its deep sense of appreciation for the services rendered by him during his tenure as the Chief Financial Officer, and then as the Member of the Board in charge of Infosys BPO Limited, Lodestone Holding AG, Finacle, India Business Unit and Global Immigration.

David L. Boyles retired from the Board effective January 17, 2014. David L. Boyles had joined the Board in July 2005 and played an important role, especially in strengthening the Company''s Risk Management framework. The Board thanks him for his insights that have helped the Company immensely.

Directors'' responsibility statement as required under Section 217 (2AA) of the Companies Act, 1956

The financial statements are prepared in accordance with the Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 2013 (to the extent notified), the Companies Act, 1956 (to the extent applicable), and guidelines issued by SEBI. There are no material departures from prescribed accounting standards in the adoption of these standards.

The Board of Directors accepts responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of financial statements have been consistently applied except as otherwise stated in the notes accompanying the respective tables. The estimates and judgments related to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs and profits for the year.

The Board of Directors has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified), to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

5. Auditors

The auditors, B S R & Co. LLP, Chartered Accountants, retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if re-appointed.

6. Civil settlements

During the year, the Company completed a civil settlement with the U.S. Department of State, Immigrations and Customs Enforcement and the U.S. Department of Homeland Security relating to I-9 paperwork errors and visa matters that were the subject of investigation by the U.S. Attorney''s Office for the Eastern District of Texas. In the settlement, Infosys agreed to pay Rs. 213 crore (US $34 million) to resolve all allegations. The Company categorically denied claims of systemic visa fraud, misuse of visas for competitive advantage or immigration abuse, and the U.S. Government acknowledged the Company''s commitment to compliance with the immigration laws through its current visa and I-9 practices. No criminal charges or court rulings were brought against the Company. Nor have any limitations been imposed on the Company''s eligibility for federal contracts or access to U.S. visa programs. The Company continues to adhere to all laws, rules and regulations wherever it operates, and take compliance obligations seriously. The Board is happy that the settlement removes the uncertainty of litigation and allows the Company to continue to focus on delivering measurable results for clients.

7. Corporate social responsibility

Over the years, we have been striving to achieve a fine balance of economic, environmental and social imperatives, while also paying attention to the needs and expectations of our internal as well as external stakeholders. Our corporate social responsibility is not limited to philanthropy, but encompasses holistic community development, institution building and sustainability-related initiatives.

As per the Companies Act, 2013, all companies having net worth of Rs.500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during any financial year will be required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom will be an independent director.

Aligning with the guidelines, we have constituted a committee comprising K. V Kamath (Chairperson), R. Seshasayee, Kiran Mazumdar-Shaw and S. D. Shibulal. The committee is responsible for formulating and monitoring the CSR policy of the Company The committee has adopted a policy that intends to :

- Strive for economic development that positively impacts the society at large with a minimal resource footprint.

- Be responsible for the corporation''s actions and encourage a positive impact through its activities on the environment, communities and stakeholders.

CSR activities, as per the provisions of the Companies Act, 2013, can be undertaken by the Company through a registered trust or a registered society In 1996, Infosys set up the Infosys Foundation (''the Foundation'') as a not-for-profit trust. The Foundation will work closely with and support the Board and the committee in our CSR activities. The Foundation will assist the committee in identifying the areas of CSR activities, programs and execution of initiatives as per predefined guidelines. The Foundation will also assist the Board and the committee in reporting progress of deployed initiatives and in making appropriate disclosures (internal / external) on a periodic basis.

Infosys Foundation

Infosys Foundation was established in 1996 as a not-for-profit trust through which we could channelize our social welfare initiatives. Over the years, the Foundation has initiated, guided and conducted several programs in education, healthcare, disaster relief and rural development, and has been successful in bringing about a positive change in the lives of the underprivileged sections of society. The Foundation has also been a major patron of the arts and has supported several endangered art forms.

In fiscal year 2014, the Foundation''s work spanned a wide range of development areas, including offering scholarships to disadvantaged students, funding school buildings and libraries, aiding drinking water projects in remote villages and rehabilitating street children and devadasis (a marginalized community in South India). The Foundation received Rs.9 crore as grant from Infosys Limited in fiscal year 2014. A more detailed report on the Foundation''s activities during fiscal year 2014 forms part of our Sustainability Report, available on our website, www.infosys.com.

We would like to thank the honorary trustees of the Foundation, who continue to devote their valuable time and energy to planning, directing and monitoring its activities.

The Association for Computing Machinery - Infosys Foundation Award

The Association for Computing Machinery – Infosys Foundation Award in Computing Sciences was established in August 2007. ACM (www.acm.org) is the world''s largest educational and scientific computing society, uniting computing educators, researchers and professionals. The Infosys Foundation made an endowment to institute this award, which carries a prize of US $175,000.

David Blei, Associate Professor in the Department of Computer Science at Princeton University, is the recipient of the 2013 ACM-Infosys Foundation Award in Computing Sciences. Prof. Blei initiated an approach to analyzing large collections of data using innovative statistical methods, known as ''topic modeling'', that make it possible to organize and summarize digital archives on a scale that would be impossible through human annotation.

Sustainability initiatives

Our sustainability charter is driven by our core values and ethics. Our sustainability actions are streamlined on the three themes — Social contract, Resource intensity and Green innovation. The highlights of our initiatives on the three themes are as follows :

Social contract

- Fostering innovation in the societies where we operate is important to inspire and celebrate innovators and their innovations. We partnered with TV18, a leading provider of business news on Indian television, to present Innovating for a Better Tomorrow, a unique tele-series that showcased 14 exemplary innovations that have not only transformed the lives of millions of Indians but have made indelible impressions globally.

- Our unique initiative, Health Assessment and Lifestyle Enrichment (HALE) received the silver recognition at the ''Express IT Awards'' 2013.

The Infosys Foundation supported the construction of Isha Vidyalaya School in Tamil Nadu and KIMS Hospital in Hubli, Karnataka, during fiscal year 2014.

- We launched a policy advocacy statement last fiscal year to influence positive and affirmative sustainability actions across the globe.

Resource intensity

- We have set up robust processes to manage greenhouse gases (GHG) effectively. Through constant monitoring and rigorous sustainability practices, we have been able to reduce the Scope 1 and Scope 2 emissions by 59.3% as compared to fiscal year 2008.

Note: Scope 1 covers fuel, hydrochloroflurocarbons, SF6 and emissions from company-owned vehicles and Scope 2 covers electricity.

- We achieved a reduction by 43.6% in our per capita electricity consumption as compared to fiscal year 2008.

- We were able to reduce our water intensity by 34.5% as compared to fiscal year 2008.

- We used 75.6 million units of electricity from renewable sources in fiscal year 2014.

10.1 MW in connected load was reduced through retrofits over the last three years.

- As of fiscal year 2014, 3.4 million sq. ft. of our built-up area has received the highest level of green building rating.

- We installed 2MW of solar photovoltaic plants at our campuses between 2012 and 2014.

Green innovation

- We deployed a Dynamic Storage Tier technology which helped us limit storage infrastructure, accompanying data center power and cooling requirements while increasing the capacity. In addition, it helped improve our enterprise storage performance by 95% with cost savings and performance improvements.

- Our research labs, Infosys Labs, developed the Infosys Electronic Signature Solution (iESS) that enables easy and seamless integration of digital signature support into enterprise approval workflows replacing the need for manual signatures. This has not only reduced paper usage for some of our government and banking clients, but has also enhanced security and regulatory compliance.

- We also revisited our model of handling customer-loaned assets constituting equipment to the tune of US $1.5 billion, which traditionally had to be shipped back at the end of project closure. By liaising with the government for necessary policy changes and building internal processes and checks, we were able to change the utilization drastically. The cost of shipping the assets back was eliminated for the client, and our ability to scale infrastructure was improved. We were able to enhance our loaned asset reconciliation for disposal as e-waste, and achieve reduction in energy and fuel expenditure.

- Our investments on research on Internet of Things (IoT), along with COMMIT, a public-private research community, has helped in creating wearable technology that can potentially be used in areas such as assisted living, remote monitoring of the elderly and monitoring safety of personnel working in hazardous environments.

A detailed report on our sustainability initiatives and actions is available on our website, www.infosys.com.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are annexed to this report.

Business Responsibility Report

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for listed entities. In compliance with the said circular, we have provided the BRR and the same forms part of this Annual Report.

We also publish the Infosys Sustainability Report annually. Our report follows the Global Reporting Initiative (GRI) framework. This is a

comprehensive report that covers all aspects of our sustainability activities divided into the three focus areas — Social contract, Resource intensity and Green innovation. The report is audited by an external auditor, Det Norske Veritas Germanischer Lloyd (DNV GL).

Green initiatives

During fiscal year 2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.infosys.com.

Electronic copies of the Annual Report 2014 and Notice of the 33rd AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the 33rd AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in the Notice.

Infosys Science Foundation

The Infosys Science Foundation (ISF), a not-for-profit trust, was set up in 2009 by Infosys, its Founders and a few of its management personnel to promote research in the sciences. The ISF celebrated its fifth anniversary this year. The Infosys Prize, instituted by the ISF, recognizes exemplary research by scholars and scientists connected to India. It hopes to inspire young Indians to choose a vocation in scientific research.

The prize categories and the names of the winners for 2013 in each category are as follows :

Category Subjects 2013 Winners

Engineering and Computer Science All branches of Engineering Dr. V Ramgopal Rao

Humanities Archaeology, History, Philosophy, Legal Theory Prof. Nayanjot Lahiri (Archaeology) and Literary Studies Prof. Ayesha Kidwai (Linguistics)

Life Sciences Biology, Medicine and Plant Science Dr. Rajesh Gokhale

Mathematical Sciences Mathematics and Statistics Prof. Rahul Pandharipande

Physical Sciences Earth Sciences, Physics and Chemistry Prof. Shiraz Naval Minwalla

Social Sciences Anthropology, Economics, Political Science, Prof. Aninhalli R. Vasavi Psychology and Sociology

The Infosys Prize 2013 presentation was held in Bangalore on February 8, 2014. Kofi A. Annan, former Secretary-General of the United Nations (1997-2006), felicitated the laureates with a 22-karat gold medallion and a citation each and a prize purse of Rs.55 lakh per category (the prize money was increased from Rs.50 lakh to Rs.55 lakh this year). Kofi Annan released a book, Encouraging the Spirit of Research, compiled by the ISF to commemorate the five-year milestone and celebrate the work of 31 laureates. The simple language and the graphic story concept used in the book are intended to help students and non-academic people understand and access groundbreaking and seminal research.

ISF also hosts lectures by its laureates and jury members to spread awareness about the interesting research they are working on. They also host school events and contests to capture the attention and imagination of the youth. For more details, visit www.infosys-science-foundation.com.

Acknowledgments

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Technology Parks (STPs) / Special Economic Zones (SEZs) – Bangalore, Bhubaneswar, Chandigarh, Chennai, Gurgaon, Hyderabad, Indore, Jaipur, Mangalore, Mysore, Nagpur, Pune, and Thiruvananthapuram and other government agencies for their support, and look forward to their continued support in the future.

for and on behalf of the Board of Directors

S. Gopalakrishnan S. D. Shibulal

Bangalore Executive Vice Chairman Chief Executive Officer and

April 15, 2014 of the Board Managing Director


Mar 31, 2013

To the members,

The are delighted to present the report on our business and operations for the year ended March 31, 2013.

1. Results of our operations

in Rs. crore, except per share data 2013 2012

Income from software services and products 36,765 31,254

Software development expenses 21,662 17,835

Gross profit 15,103 13,419

Selling and marketing expenses 1,870 1,453

General and administration expenses 2,218 1,905

Operating Profit Before Interest, Depreciation, Taxes and Amortization (PBIDTA) 11,015 10,061

Interest - -

Depreciation 956 794

Operating profit 10,059 9,267

Other income 2,215 1,829

Net profit before exceptional item and tax 12,274 11,096

Dividend income (1) 83 578

Net profit before tax 12,357 11,674

Provision for taxation 3,241 3,204

Net profit after tax and exceptional item 9,116 8,470

Profit and Loss account balance brought forward 19,993 15,591

Intercompany dividend - -

Reserves on termination of Infosys Consulting Inc. - (84)

Amount available for appropriation 29,109 23,977

Dividend

Interim 862 862

Special dividend - 574

Final 1,550 1,263

Total dividend 2,412 2,699

Dividend tax 403 438

Amount transferred to general reserve 911 847

Balance in Profit and Loss account 25,383 19,993

Earnings Per Share (EPS) before exceptional item (2)

Basic 157.55 139.07

Diluted 157.55 139.06

EPS after exceptional item (2)

Basic 158.76 147.51

Diluted 158.76 147.50

Notes: 1 crore = 10 million

(1) Dividend received of Rs. 83 crore and Rs. 578 crore from the wholly-owned subsidiary, Infosys Australia Pty Limited, during the years ended March 31, 2013 and March 31, 2012, respectively

(2) Equity shares are at par value of Rs.5/- each.

2. Business

Our total income increased to Rs. 36,765 crore from Rs. 31,254 crore in the previous year, at a growth rate of 17.6%. Our software export revenues aggregated to Rs. 35,932 crore, up by 17.8% from Rs. 30,514 crore in the previous year. Out of the total revenue, 63.8% came from North America, 21.8% from Europe, 2.3% from India and 12.1% from the Rest of the World. Our revenues from India have increased to Rs. 833 crore from Rs. 740 crore, with a growth rate of 12.6%. The share of the fixed-price component of the business was 40.0%, compared to 39.3% during the previous year.

Our gross profit amounted to Rs. 15,103 crore (41.1% of revenue) as against Rs. 13,419 crore (42.9% of revenue) in the previous year. The Profit Before Interest, Depreciation, Taxes and Amortization (PBIDTA) amounted to Rs. 11,015 crore (30.0% of revenue) as against Rs. 10,061 crore (32.2% of revenue) in the previous year. Sales and marketing costs were 5.1% and 4.6% of our revenue for the years ended March 31, 2013 and March 31, 2012, respectively. General and administration expenses were 6.0% and 6.1% of our revenues during the current year and previous year, respectively. The net profit before exceptional item and tax was Rs. 12,274 crore (33.4% of revenue) as against Rs. 11,096 crore (35.5% of revenue) in the previous year. We seek long-term partnerships with our clients that will enhance their value while addressing their IT requirements. Our client-centric approach has resulted in high levels of client satisfaction. We derived 97.8% of our consolidated revenues from repeat business. We, along with our subsidiaries, added 235 new clients, including a substantial number of large global corporations. The total client base at the end of the year stood at 798. The client list for the current and previous years on a consolidated basis are as follows :

in Nos.

2013 2012

Million-dollar clients 448 399

Five-million-dollar clients 213 190

Ten-million-dollar clients 137 132

Twenty-million-dollar clients 80 79

Thirty-million-dollar clients 62 64

Forty-million-dollar clients 49 50

Fifty-million-dollar clients 40 40

Sixty-million-dollar clients 33 28

Seventy-million-dollar clients 28 23

Eighty-million-dollar clients 19 17

Ninety-million-dollar clients 17 16

Hundred-million-dollar clients 12 13

Two Hundred-million-dollar clients 3 2

Three Hundred-million-dollar clients - 1

During the year 2012-13, we added 23.11 lakh sq. ft. of physical infrastructure space. The total available space as on March 31, 2013 stands at 316.44 lakh sq. ft. The number of marketing offices as at March 31, 2013 was 69 as compared to 65 in the previous year.

3. Subsidiaries

During the year under review, we entered into share purchase agreement with Lodestone Holding AG to purchase 100% shareholding in Lodestone Holding AG, as a result of which Lodestone Holding AG has become a 100% wholly-owned subsidiary of Infosys Limited. The cost of acquisition is CHF 311 million. Lodestone Holding AG, headquartered in Zurich, is a global consulting firm advising international companies on strategy and process optimization as well as IT transformation. With a value-integration approach, Lodestone Holding AG pursues a combination of management and IT consulting. Founded in 2005, the firm has presence in 17 countries across five continents. Lodestone Holding AG''s advisory services are primarily geared to the life science, chemical and financial services industries along with the investment, automotive and consumer goods sectors. We have 10 subsidiaries (excluding step-down subsidiaries) : Infosys BPO Limited; Infosys Technologies (Australia) Pty Limited; Infosys Technologies (China) Co. Limited; Infosys Consulting India Limited; Infosys Technologies S. de R. L. de C. V; Infosys Technologies (Sweden) AB; Infosys Tecnologia do Brasil Ltda; Infosys Public Services Inc.; Infosys Technologies (Shanghai) Co. Limited; and Lodestone Holding AG. We have 26 step-down subsidiaries : Infosys BPO s.r.o.; Infosys BPO (Poland) Sp.Z.o.o; McCamish Systems LLC;

Portland Procurement Services Pty. Limited; Portland Group Pty. Limited; Lodestone Management Consultants (Canada) Inc.; Lodestone Management Consultants Inc.; Lodestone Management Consultants Pty Limited; Lodestone Management Consultants (Asia Pacific) Limited (liquidated); Lodestone Management Consultants AG; Lodestone Augmentis AG; Hafner Bauer & Odman GmbH; Lodestone Management Consultants (Belgium) S.A.; Lodestone Management Consultants GmbH, Austria; Lodestone Management Consultants Pte Ltd.; Lodestone Management Consultants SAS; Lodestone Management Consultants s.r.o; Lodestone Management Consultants GmbH, Germany; Lodestone Management Consultants China Co., Ltd; Lodestone Management Consultants Ltd; Lodestone Management Consultants B.V; Lodestone Management Consultants Ltda; Lodestone Management Consultants sp. z.o.o.; Lodestone Management Consultants Portugal, Unipessoal, Lda; S.C. Lodestone Management Consultants S.R.L; and Lodestone Management Consultants S.R.L.

As per Section 212 of the Companies Act, 1956, we are required to attach the, Balance Sheet, Statement of Profit and Loss and other documents of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly the Annual Report 2012-13 does not contain the financial statements of our subsidiaries. Please refer statement pursuant to Section 212 of the Companies Act, 1956 for the summary financial performance of our subsidiaries. The audited financial statements and related information of subsidiaries will be available on our website, www.infosys.com. These documents will also be available for inspection during business hours at our registered office in Bangalore, India.

4. Products and platforms

Infosys Products, Platforms and Solutions (PPS) are geared to drive innovation-led growth for our clients that will power tomorrow''s enterprise, today Combining our market-leading products - Cloud-based hosting and platform operations - our offerings help enterprises accelerate growth, maximize profitability and increase asset efficiency Our PPS offerings have been recognized as an industry best practice for developing and managing software assets by Forrester Research, in a July 2012 report Asset-Based IT Services Shift Service Vendors'' Operating Models.

Our PPS portfolio includes :

Finacle®

Finacle partners with banks to transform process, product and customer experience, arming them with ''accelerated innovation'' that is key to building tomorrow''s bank. Our solutions address the core banking, e-banking, mobile banking, customer relationship management, wealth management, treasury, and Islamic banking requirements of retail, corporate and universal banks worldwide. Keeping up with global trends, Finacle® also offers new-age solutions like digital commerce for enabling cashless transactions and financial inclusion for banking the unbanked. With these offerings Finacle® enables banks to stay ahead of changing customer demands, competition and mounting global regulations as they transform into tomorrow''s banks. The Finacle R&D unit is engaged in research and development of new technologies in the banking domain.

Today Finacle® is the choice of 168 banks across 81 countries and powers operations across 49,600 branches globally It enables its customer banks to serve 447 million accounts and 359 million consumers worldwide. Finacle® is regarded as a leader in the core banking market space by industry analysts for years now. 44% of the banks leveraging Finacle® are among the World''s Top 1000.

Infosys Edge suite of Products and Platforms

Infosys Edge suite of products, platforms and solutions caters to next-generation market needs driven by global trends, including digital consumers, emerging economies, new commerce and healthcare. Our offerings leverage technologies in the areas of cloud computing, mobility, Big Data, rich media and social media. By combining products from us and our partners, Cloud-based hosting and platform operations, we help clients achieve the business outcomes they seek. Infosys Edge is adopted by more than 75 global clients across industries and has also won key industry recognitions.

Products

Our products include :

Infosys AssistEdge : A customer service experience product for contact centers and provides an integrated service experience across channels including web, chat, phone and social media.

Infosys BigDataEdge : Empowers IT and business teams to quickly discover, analyze and act on information to drive real-time business decisions.

Flypp™ : A digital experience product that includes a white-labeled application marketplace which helps our partners actively engage with their consumers across digital channels.

Infosys Customer Self-Service Energy Manager : Helps utilities ensure customer delight through sustainable energy management and revitalized customer service.

SpeedSolve : A collaborative, chat-based customer support product from Infosys and AT&T to reduce call transfer rates, call handle time, and call volumes.

Infosys Digital Transformation : Helps publishers provide their digital consumers with a rich, integrated and seamless content experience. Infosys Meter Data Management Appliance : An out-of-the-box meter data management solution that helps utilities streamline their meter-to-cash process and realize value from their advanced metering infrastructure.

Infosys Account Origination System : Enables enterprise-class customer onboarding with data capture and due diligence capabilities across multiple regulations.

Infosys Alert and Case Management System : Supports end-to-end management of cases, alerts, and exceptions across departments for enterprises.

Infosys Forward Compliance System : Enables enterprises to effectively manage and monitor complex regulatory compliance requirements around Foreign Account Tax Compliance Act (FATCA) and its various Inter-Government Agreements (IGA).

Infosys Trade Origination System : Helps companies strategically differentiate their brokerage services by providing their customers with a superior trading experience.

Infosys Transaction Reconciliation System : Provides end-to-end capabilities for managing the diverse reconciliation needs of an enterprise, from source-loading to exception management and resolution.

Infosys Health Benefit Exchange : A novel, transparent, and competitive insurance hub designed for individuals and small businesses to buy qualified plans.

Infosys iTransform - ICD-10 Migration Suite : A suite designed to automate all stages of migration to ICD-10 and help organizations turn compliance into a competitive advantage.

Note: ICD-10 is the 10th revision of the International Statistical Classification of Diseases and Related Health Problems (ICD), a medical classification list by the World Health Organization (WHO).

Infosys mConnect - Multi-channel Mobile Middleware : A middleware that is designed to optimize user experience through its context-aware mobile multimode middleware across channels and platforms. Infosys Omni-channel Personalization Engine : Helps retailers foster consumer relationship by presenting personalized content to their consumers across channels.

Infosys Cloud Ecosystem Hub : Helps enterprises create, adopt and manage their hybrid cloud ecosystem.

Platforms

Our suite of business platforms are built around specific themes that provide significant opportunities to enterprises. This suite drives deeper engagement with digital consumers, builds smarter organizations and addresses the needs of emerging markets. Our offerings are powered by best-in-class domain expertise, IP and cloud computing. Our focus is on delivering guaranteed business outcomes that impact our client''s top-line or bottom-line. We host, operate and manage these business platforms on a subscription-based pricing model, providing our clients with rapid time-to-value.

Our platforms include :

Infosys BrandEdge : Simplifies digital marketing across the organization through a comprehensive Cloud-based platform.

Infosys CommerceEdge : Drives multi-channel commerce by enhancing consumer experience, driving traffic and increasing order value.

Infosys Credit Servicing Platform : An integrated credit servicing and asset management platform, for managing multiple loans and asset classes across the globe for financial institutions.

Infosys IT Asset Performance Management Platform : Maximizes return on IT asset investments by enhancing performance, and mitigating risks while optimizing costs.

Infosys SocialEdge : Helps in monetizing digital demand by harnessing the power of social media to deepen consumer and employee engagement for enterprises.

Infosys Source-to-Pay Platform : Helps enterprises realize rapid and sustainable savings across their source-to-pay lifecycle.

Infosys TalentEdge : Enables enterprises to deepen employee engagement and simplify the entire hire-to-retire lifecycle of the human resource function.

Infosys TradeEdge : Facilitates global companies to accelerate long-term growth and profitability in emerging markets.

Infosys WalletEdge : Enables the financial ecosystem of consumers, merchants, telecoms, banks, governments, and enterprises, to process payments.

Infosys Edge suite of products and platforms has won key industry recognitions. Infosys Cloud Ecosystem Hub won the 2012 Golden Peacock Award for the most innovative product / service. Our Edge suite of platforms won the NASSCOM Business Innovation Award for 2013.

5. Quality

We continue our journey of delivering value to our clients through significant investments in quality programs. We have adopted several external benchmarks and certifications. Infosys is certified under various standards to meet client demands and enhance value delivery. These include TL 9000-SV, ISO 9001, AS EN 9100, ISO 20000, OHSAS 18001, ISO 14001, ISO 27001 and ISO 13485 and SEI CMMi Level 5. Infosys is the first ''IT Services / BPO organization'' in India, covering multiple locations across India, to receive the ISO 22301 accredited certification awarded by British Standards Institution. In addition, Infosys BPO has been certified for SSAE 16 audit standard and PCI-DSS 2.0 standard across different delivery centers. Data centers in India, U.S. and Australia which cater hosting services to us and our clients have been certified for ISO 27001.

Our Quality department handles large change management initiatives to drive quality and productivity improvements across our Company. It is managed through the Balanced Scorecard and Infosys Scaling Outstanding Performance (iSOP) program adopted from the Malcolm Baldrige National Quality Award (MBNQA).

Our Quality department has ensured that process and technology capability is built to deliver the offerings in alignment with our Company strategy. The Quality department has been instrumental in building capability for program management of business transformation, PPS, cloud and mobility service, etc. Further, Quality department has developed accelerators and enablers with integrated methodology, tools and reusable assets. It has also provided service delivery platforms for key offerings.

We continue to fine-tune our ''Business Value Articulation'' (BVA) framework, which ensures alignment of our approaches to deliver and maximize value to our clients. Our ''Business Value Realization'' program is an initiative comprising frameworks, methodologies, processes and systems, to promote articulation and assurance of business value for various engagements. We leveraged this BVA program extensively across services / domains and were able to make a substantial impact on our clients'' business value. The process excellence and transformation program has delivered significant benefit across multiple service lines.

Our Quality department is spearheading various key initiatives and driving excellence across the organization. We proactively adopted the latest external and internal industry best practices. We have institutionalized the incremental and breakthrough improvements by adopting customized programs on Six-sigma and lean methodologies for IT. This has resulted in improving the efficiency and impacted effectiveness in IT services / operations leading to significant savings for our clients.

6. Infosys Labs

Infosys Labs focuses on defining and driving the research and innovation agenda for us. It is a dedicated research group comprising technology and domain-focused members. At Infosys Labs, we have identified large, multidisciplinary problem spaces that embody the challenges faced by our clients and we are creating technology solutions to solve them.

Infosys Labs has set up a ''Center of Innovation for Tomorrow''s Enterprise'' (CITE) which manages the research on the seven core themes for Building Tomorrow''s Enterprise. The themes are focused on Digital Consumers, Emerging Economies, Healthcare Economy, Sustainable Tomorrow, New Commerce, Smarter Organizations and Pervasive Computing.

Our Enterprise Technology Research group focuses on topics such as semantic technology, context aware systems, intelligent sensing, multi-channel convergence, large data modeling and simulation, next generation computing platform visualization, and immersive experiences.

Our Center for Services Innovation focuses on software engineering aspects like software dependability, preventive maintenance, distributed service delivery, modernization and automation and optimization.

Infosys Labs is structured to deliver value to clients and Infosys business groups along the dimensions of Optimization, Transformation and Innovation.

We have set up innovation centers with a number of our clients, university partners, technology partners and industry research consortiums.

We focus on developing Intellectual Property (IP) assets that will enable new and differentiated products, platforms, solutions and services for our business groups.

This year, over 334 articles were published by Infosys Labs'' researchers in leading journals, magazines, books and conference proceedings. Infosys Labs Briefings, our highly respected peer-reviewed journal, published issues in areas such as Big Data and model-based software engineering.

We collaborate with leading national and international universities such as the University of Southern California, University of Cambridge, University of Illinois at Urbana-Champaign, Indian Institute of Technology Bombay - Monash Research Academy, Purdue University, Queens University Belfast, Indraprastha Institute of Information Technology, Delhi, Indian Institute of Science, Bangalore, Indian Institute of Information Technology, Bangalore. Last year, we collaborated with institutions like National ICT Australia (NICTA) and Office of the Chief Scientist of Israel. We are a member of several global research consortia, including India-U.K. Advanced Technology Centre of Excellence in Next Generation Networks, Systems and Services, and Smart Services Cooperative Research Consortium, Australia.

This fiscal, Infosys Labs'' IP Cell filed 97 unique patent applications in the U.S. Patent and Trademark Office (USPTO), the Indian Patent Office and other jurisdictions. The aggregate unique patent applications filed stand at 532 and are under various stages of processing. The total number of patents granted is 87.

7. Branding

The Infosys brand is a key intangible asset of the Company Our brand promise - Building Tomorrow''s Enterprise - communicates the value we bring to our clients. It is the expression of how we provide insight on what''s ahead and then partner with clients to help them transform and thrive in a changing world. We do this by uncovering opportunities for innovation-led growth through strategic consulting and co-creating disruptive solutions. We then enable clients to sustain that advantage with smarter operations. It is the unfailing delivery of our brand promise that makes us the right technology partner for clients, from over 30 countries. The Infosys brand has been recognized by leading publications and independent industry bodies globally. To name just a few, we are :

- Ranked 19 th position in a survey of innovative companies based on an ''innovation premium'' principle of stock market valuation

- Ranked first globally for our corporate governance practices by IR Global Rankings (IRGR)

- Accorded the top position in the National Council for Work Experience (NCWE) Awards 2013, making us one of the U.K.''s best internship providers

- Recognized as one of the ''Achievers 50 Most Engaged Workplaces™'' in the United States (U.S.)

We are regularly rated by global industry analysts as a leader in key services and solutions across domains.

Refer to the Awards and recognition section below for more details.

Our marketing reach extends globally through advertisements, web initiatives and social media conversations. We promote our brand through trade and general publications. We participate in premier business and industry events around the world. Confluence, our flagship client event, is consistently well-attended and highly-rated by our client and industry attendees.

8. Awards and recognition

In 2012-13, as in the years preceding, we earned a number of awards and honors from various industry bodies and media organizations across the globe. Some of the significant awards are :

- Infosys and British Telecom jointly won the prestigious Global Telecoms Business Innovation Award 2012 under the Business Service Innovation category.

- The Infosys - RioTinto relationship won the Outsourcing Excellence Award, for Best New Process / Application from Outsourcing Center, an Alsbridge company

- We were awarded the Pegasystems Excellence in Solution Development Award for the best-in-class insurance service delivery platform.

- Spirit AeroSystems recognized Infosys with the Platinum Award for consistent high-quality engineering services.

- We received the 2012 IT Partner of the Year Award from Analog Devices, a global leader in high-performance semiconductors for signal processing applications.

- The Asian Banker Technology Implementation Awards 2012 awarded Finacle® along with DBS Bank as the Best Core Banking Implementation for Regional and International Banks Award.

- Another Finacle® client, ING Vysya Bank won the Best Corporate Internet Banking Initiative Award.

- Finacle® also jointly won first place in the Core Banking Technology Provider of the Year category at the Banker''s Innovation in Banking Technology Awards, 2012.

- We have been identified as one of the top 25 performers in the Caring for Climate Initiative by United Nations Global Compact (UNGC) and UN Environment Program.

- We have also been recognized as an innovation leader in India in KPMG''s 2012 Global Technology Innovation Survey

- We were recognized as one of the Achievers 50 Most Engaged Workplaces™ in the U.S. for our leadership and innovation towards engaging employees.

- We were ranked second in the 2012 Global Outsourcing 100 List compiled annually by the International Association of Outsourcing Professionals (IAOP) for our performance across all four survey assessment categories, namely, size and growth, customer references, organizational competencies, and management capabilities.

- For the second consecutive year, we have won the P&G Global Business Services Organization''s External Business Partner Excellence Award for the quality of our execution, commitment to relationship and work with P&G''s ecosystem of partners and co-creating innovation.

- Infosys China has been listed among the Top 10 Global Service Providers in China by the China Council for International Investment Promotion for the second consecutive year.

- Infosys BPO won the Award for Innovation in Learning at the Best Learning and Development Awards 2012.

- Infosys BPO won the Golden Peacock HR Excellence Award 2012.

- Infosys BPO won the Award for Institution Building at the Asia Pacific HRM Congress Awards - 2012.

- We were declared the winners of 2012 Asia''s Most Admired Knowledge Enterprises (MAKE) study by Teleos, in association with the KNOW Network for the 10th time, for developing knowledge-based products and services.

- Infosys BPO has been awarded the prestigious 2012 Optimas Award for ''Managing Change'', recognizing exemplary achievements in workforce management and for successfully integrating new employees from around the globe into the organization.

- Infosys BPO won the Gold Award for Marketing Excellence in the category of ''Marketing with Social and Interactive Media'' at the Information Technology Services Marketing Association (ITSMA) Awards 2012.

- We have received the Microsoft Platform Modernization Award for sales achievement for our Legacy Modernization solution, which helps customers migrate to Microsoft platforms.

- We were awarded the National Energy Conservation Award 2012 for our energy conservation efforts at our campuses in Jaipur and Pune.

- Finacle® has been ranked as a long-term leader in the Forrester Wave™, Global Banking Platforms, Q4 2012.

- The Institute of Directors, India, conferred the prestigious Golden Peacock Award to Infosys Cloud Ecosystem Hub, recognizing the Hub as the ''Most Innovative Product / Service'' of 2012.

- The National Association of Software and Services Companies (NASSCOM) presented their prestigious Business Innovation Award for 2013 to Infosys Edge for its original concept, business viability, scalability, R&D investments, and overall impact on the industry.

9. Capital expenditure

This year, we capitalized Rs. 1,422 crore. This comprises Rs. 640 crore (includes Rs. 62 crore transferred from Infosys Australia) for investment in computer equipment, Rs. 30 crore (includes Rs. 21 crore transferred from Infosys Australia) in Intellectual Property rights, Rs. 1 crore on vehicles and the balance of Rs. 751 crore (includes Rs. 13 crore transferred from Infosys Australia) on infrastructure investments. We invested Rs. 145 crore to acquire 119.35 acres of land in Bangalore, Hubli, Mysore, and Thiruvananthapuram.

Last year, we added Rs. 807 crore to our gross block. This comprises Rs. 245 crore for investment in computer equipment (includes Rs. 10 crore transferred from Infosys Consulting Inc., on its termination), Rs. 17 crore in Intellectual Property rights, Rs. 2 crore on vehicles and the balance of Rs. 543 crore on infrastructure investments. We invested Rs. 158 crore to acquire 371 acres of land in Bangalore, Bhubaneswar, Mangalore, Nagpur and Indore.

10. Liquidity

We continue to be debt-free and maintain sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables us to make a rapid shift in direction, should the market so demand. During fiscal 2013, internal cash flows have more than adequately covered working capital requirements, capital expenditure, investment in subsidiaries and dividend payments. As at March 31, 2013, we had liquid assets of Rs. 22,289 crore as against Rs. 19,898 crore at the previous year-end. These funds have been invested in deposits with banks, highly-rated financial institutions, liquid mutual funds, certificates of deposit and tax free bonds. The tax free bonds are disclosed under non-current investments.

11. Increase in share capital

During the year, we issued 6,165 shares on the exercise of stock options under the 1999 Employee Stock Option Plans. As a result of this, the outstanding issued, subscribed and paid-up equity shares increased from 57,42,30,001 as at March 31, 2012 to 57,42,36,166 shares as at March 31, 2013.

12. Appropriations Dividend

Our policy is to pay dividend of up to 30% of the consolidated net profit after tax. In October 2012, we paid an interim dividend of Rs. 15/- per share. We recommended a final dividend of Rs. 27/- per share (par value of Rs. 5/- each), making in all Rs. 42/- per share as dividend for the year.

The total dividend amount pay out (excluding dividend tax) for the current year is Rs. 2,412 crore, as against Rs. 2,699 crore in the previous year. The dividend for the previous year includes a special dividend of Rs. 10/- per share for the completion of 10 years of Infosys BPO operations amounting to Rs. 574 crore. Dividend (including dividend tax) as a percentage of consolidated net profit after tax is 29.9% as compared to 29.7% in the previous year.

The register of members and share transfer books will remain closed from June 1, 2013 to June 15, 2013 (both days inclusive). Our Annual General Meeting is scheduled to be held on June 15, 2013.

Transfer to reserves

We propose to transfer Rs. 911 crore (10% of the standalone net profit for the year) to the general reserve. An amount of Rs. 25,383 crore is proposed to be retained in the Statement of Profit and Loss.

13. Corporate governance

We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world.

Our efforts are widely recognized by investors in India and overseas. We have undergone the corporate governance audit by ICRA and Credit Rating Information Services of India Limited (CRISIL). ICRA has rated our corporate governance practices at CGR 1 and CRISIL has assigned CRISIL GVC Level 1 rating to us.

We comply with the recommendations of the N. R. Narayana Murthy Committee on Corporate Governance constituted by the Securities and Exchange Board of India (SEBI). For fiscal 2013, the compliance report is provided in the Corporate governance report section of the Annual Report. The auditors'' certificate on compliance with the mandatory recommendations of the committee is provided in the Annexure to the directors'' report section.

We have documented our internal policies on corporate governance. In line with the committee''s recommendations, the Management''s discussion and analysis of the financial position of the Company is provided in this Annual Report.

During the year, we continued to fully comply with the U.S. Sarbanes-Oxley Act of 2002. Several aspects of the Act, such as the Whistleblower Policy and Code of Conduct and Ethics, have been incorporated in our Company policy.

14. Listing in NYSE

During the year, we withdrew the listing of our American Depositary Shares (ADSs) from NASDAQ and listed the same in the New York Stock Exchange (NYSE) and NYSE Euronext - London and Paris. The delisting and listing is to leverage the NYSE-Euronext partnership to seek listing in Paris and London stock exchanges which are home to many of our investors, clients and employees. This will also empower our investor base and increase the trading window available for our global investors. We believe this will support our aspirational and strategic goals to grow the Company

15. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure to the directors'' report section.

16. Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the directors'' report section. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company The same will also be published on our website, www.infosys.com

17. Directors'' responsibility statement as required under Section 217 (2AA) of the Companies Act, 1956

The financial statements are prepared in accordance with the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to us, and guidelines issued by SEBI on the historical cost convention as a going concern and on the accrual basis. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

The Board of Directors accepts responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of the financial statements have been consistently applied except as otherwise stated in the notes accompanying the respective tables. The estimates and judgments related to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs and profits for the year.

We have taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

18. Directors

The Board inducted Leo Puri as Additional Director with effect from April 11, 2013. We seek your support in confirming his appointment as director liable to retire by rotation.

In accordance with the retirement policy for the Company''s Board, Sridar A. Iyengar retired from the Board effective August 13, 2012. We place on record our deep sense of appreciation for the services rendered by Sridar A. Iyengar during his tenure as a Board member.

As per Article 122 of the Articles of Association, S. D. Shibulal, Srinath Batni, Deepak M. Satwalekar, Dr. Omkar Goswami and R Seshasayee retire by rotation in the forthcoming Annual General Meeting. All of them, being eligible, seek re-appointment.

19. Auditors

The auditors, B S R & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

20. Fixed deposits

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

21. Human resources management

Our employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have set up a scalable recruitment and human resources management process. We added 22,019 (gross) and 1,333 (net) employees this year (excluding employees transferred within Infosys group companies), taking our total strength to 1,26,397 from 1,24,789 at the end of the previous year. The Infosys Group added 6,694 (net) and 37,036 (gross) employees this year, taking the total strength to 1,56,688 from 1,49,994 at the end of the previous year. Our attrition rate stands at 16.3% compared to 14.7% for the previous year. Over the last year, we received 3,78,994 applications from prospective employees and we continue to remain an employer of choice in the industry.

22. Education and Research

Competency development continues to be a key area of strategic focus for us. We launched new programs for our employees in keeping with the changes in the use of technology in education. We enhanced our technology led training efforts in multiple areas. With over 1,000 videos on various topics and many multimedia artifacts for learning, we now have a rich repository of technology-assisted learning.

During fiscal 2013, the total training provided for Infoscions was over 1.4 million person days. Many of our employees also took external certifications creating a large pool of certified people.

Our flagship industry-academia partnership program, Campus Connect, made significant progress through the launch of electives to help engineering colleges run new programs within their curricula. This has been very well received by the academia.

During fiscal 2013, we engaged with 1,700 faculty members who in turn trained 60,800 students. With this, the total number of beneficiaries covered are over 8,970 faculty members and 2,51,800 students from 358 engineering institutions.

Another program that is a testimony to our commitment to education is SPARK, a program that exposes students in schools and colleges to the current opportunities and developments in IT and aims to inspire them and raise their aspirations. As part of this program, we engaged with over 1,59,800 students during the year. From its launch in 2008, the program has reached over 8,42,000 students. Over 96,570 students participated in Aspirations 2020 in fiscal 2013, the coding contest we conduct for engineering students.

Our knowledge management system set a new record by winning the Global Most Acknowledged Knowledge Enterprise (MAKE) award for the ninth time.

Like previous years, our researchers continued to demonstrate their thought leadership in several areas through their publications at global conferences and through contributions to book chapters and publications.

23. Infosys Leadership Institute

The Infosys Leadership Institute (ILI) was established with an aim to develop world-class corporate leaders. The institute identifies potential candidates and supports the development required to take on key leadership positions within the Company ILI aims to be a globally recognized institution that remains relevant to Infosys while advancing the field with original thought leadership.

Over the last year, ILI has ramped up the team to 15 members in both the Leadership and Organizational Development and Decision Solutions departments.

In fiscal 2013, ILI also showcased thought leadership through collaborations with leading researchers across the globe including pioneering a new evidence-based Charismatic Leadership course in partnership with academic partners.

24. Sustainability initiatives

Our sustainability charter is driven by our core values and ethics. Our sustainability themes and actions are inextricably intertwined in our everyday business practices. Our sustainability actions rest on three pillars viz., Social contract, Resource intensity and Green innovation.

Social contract

Today, businesses have an extended set of stakeholders - local communities, social organizations and the society - with the ability to influence the future of business. These stakeholders have ethical, social and environmental expectations that extend beyond financial goals and legal expectations - implicit social contracts that enterprises must honor. We believe that these social covenants are fundamental to nurturing stakeholder trust and ensuring business continuity.

Education

Campus Connect Program : This Infosys-academia flagship program, is focused on a partnership with engineering colleges, to enhance the pool of highly capable talent for growth requirements in the IT space. Launched in 2004, the Campus Connect program has enabled over 8,970 faculty members and 2,51,800 students across 358 engineering colleges, till date.

Project Genesis : It is an industry-academia partnership program, focused on degree colleges, that enables academicians to handle queries and apprehensions of students about a career in the BPO industry. The objective of this program is to help academicians interact with the student community, informing and updating them on trends and technologies in the IT domain. It covers students from Tier 2 and Tier 3 cities in India, helping to bridge the skill gap between industry requirements and graduate education. Project Genesis has covered 3,200 faculty in 1,700 institutes, involving 1,00,000 students in fiscal 2013.

SPARK Program : SPARK is a volunteer-driven program that aims at raising the aspirations of students and has the following offerings - SPARK-Rural Reach Program, SPARK-Catch Them Young, SPARK- On Campus Events and SPARK-Guru. The nation-wide program creates excitement amongst students about Information Technology (IT), educates them about the role of IT in business, and prepares them for the opportunities that the industry has to offer to the youth in the country. Over 8,42,000 students have benefited from this program since its inception in 2008. The program has involved 35,644 Infosys employees as volunteers, who invested their personal time on Saturdays for these offerings. This year, the SPARK program covered the following beneficiaries :

Particulars FY 2013 Total (1)

Events completed 607 3,577

Students 1,59,827 8,42,167

Girl students 76,212 3,40,802

Rural students 81,757 4,77,904

Faculty enabled 4,613 27,814

Employee volunteers 4,388 35,644

1 The cumulative total since the start of the program until fiscal 2013.

Infosys won NASSCOM''s NExT Practices Awards 2012, the top honor for designing and implementing innovative programs in creating capacity and capabilities for IT and ITeS talent, through its Campus Connect and Project Genesis programs. The award recognizes companies that have been leaders in bridging the industry''s demand-supply gap and addressing employability concerns.

Community development

Promoting the cause of health and hygiene in rural India, the Infosys Foundation invested Rs. 10 crore and started the Parishudh Initiative. We collaborated with over 10 Non-governmental Organizations (NGO) in North Karnataka since its inception 18 months ago. The Parishudh initiative has helped 10,000 families build toilets in over 300 villages and has created opportunities for economic development through entrepreneurial development. Over 20 entrepreneurs have been encouraged to run their own business through this initiative. Over 50,000 people have been benefited by the Parishudh Initiative. We have also been conducting awareness sessions to educate over three lakh families on the need for good hygiene and sanitation. Many policy related changes aimed at the welfare of rural communities have been submitted to the governments of Karnataka and India. Our team has also developed an easily replicable model of project management to scale up this program.

Resource intensity

In the face of accelerated depletion of natural resources, incremental increases in resource efficiency are not sufficient and beyond a point, optimization gets prohibitively expensive. Resource intensity is about doing far more with far less. It is about finding transformational ways to de-intensify and achieve the same or better outcome using fewer resources.

In 2007, we launched our environmental sustainability initiatives and have since taken great strides towards becoming a sustainable organization. We are committed to becoming carbon neutral by 2017. As part of this initiative, the Company has committed to reduce its per capita electricity consumption by 50% over 2007-08 levels by 2017 and source 100% of electricity requirement from renewable resources. In recognition of this, we were listed among top 25 performers in Caring for Climate initiative. Launched by the United Nations Secretary General Ban Ki-moon in 2007, Caring for Climate is the UN Global Compact (UNGC) and UN Environment Programme''s initiative aimed at advancing the role of business in addressing climate change. Caring for Climate is endorsed by nearly 400 companies from 65 countries. We are the only global consulting and technology company to make it into the top 25 performers list. For more information, refer to : http:// www.infosys.com/newsroom/features/pages/caring-climate-initiative.aspx

Green innovation

Business imperatives like environmental sustenance and resource conservation are providing new opportunities for enterprises to leverage and stimulate innovation and spur business growth. Green innovation is about addressing sustainability challenges through innovation, differentiation, driving efficiencies and creating new avenues for growth to become trendsetters.

Infosys Labs, our research and innovation department continues to drive innovation across the seven themes of our strategic direction, Building Tomorrow''s Enterprise through the ''Center for Innovation for Tomorrow''s Enterprise'' (CITE). The institute for research on sustainability is part of CITE and focuses on business research in the area of enterprise sustainability; collaborates with universities and research bodies to bring the latest developments and thinking to our clients; partners with our business units to bring in sustainability aspects in their offerings; and designs new offerings to address enterprise sustainability challenges.

A detailed report on our sustainability initiatives and actions is published in the Business Responsibility Report 2012-13 and Sustainability Report 2012-13. For more details, visit our website, www.infosys.com

25. Employee Stock Option Plan (ESOP)

We had introduced various stock option plans for our employees. The details of options granted under the 1998 Stock Option Plan (the 1998 Plan) and the 1999 Stock Option Plan (the 1999 Plan) are as follows :

1998 Plan 1999 Plan

Total grants authorized by the plan (No.) 1,17,60,000 ADS 5,28,00,000 shares

Pricing formula on date of grant Not less than 90% of fair market value Fair market value

Variation in terms NA NA

Ratio of ADS to equity shares 1 ADS = 1 equity share NA

Options granted during the year (No.) - -

Weighted average price per option granted (Rs.) NA NA

Options vested as at March 31, 2013 (No.) - -

Options exercised during the year (No.) - 6,165

Total number of shares arising as a result of exercise of options - 6,165

Money raised on exercise of options (Rs. crore) - 1.31

Options forfeited and lapsed during the year (No.) - 5,518

Total number of options in force at the end of the year (No.) - -

Grant to senior management - -

Employees receiving 5% or more of the total number of options granted during the year - -

Employees granted options equal to or exceeding 1% of the issued capital - -

Diluted EPS on issue of shares on exercise calculated in accordance with AS 20 (Before exceptional items) 157.55 157.55

Diluted EPS on issue of shares on exercise calculated in accordance with AS 20 (After exceptional items) 158.76 158.76

SEBI has issued the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999. This is effective for all stock option schemes established after June 19, 1999. In accordance with these guidelines, the excess of the market price of the underlying equity shares as of the date of the grant over the exercise price of the option, including up-front payments, if any, is to be recognized and amortized on a straight-line basis over the vesting period.

We have the 1998 Stock Option Plan and 1999 Stock Option Plan, where the options are issued to the employees at an exercise price not less than the fair market value. For fiscal 2013 and 2012 there was no stock compensation cost. During fiscal 2013 and 2012, stock options under the 1998 Plan and 1999 Plan have not been granted. Hence, the weighted average fair values of grant during these years are nil.

All stock options under the 1998 and 1999 Employees Stock Option Plans were granted at the prevalent market price on the date of grant. Accordingly, we have calculated the compensation cost arising on account of stock options granted using the intrinsic value method. Hence, the disclosure in terms of Clause 12.1 (n) of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is not applicable.

2013 2012 No. of options Weighted average No. of options Weighted average exercise price (Rs.) exercise price (Rs.)

1998 Plan

Outstanding at the beginning of the year - - 50,070 683

Forfeited - - (480) 862

Exercised - - (49,590) 734

Outstanding at the end of the year Nil - Nil -

Vested at the end of the year Nil - Nil -

1999 Plan

Outstanding at the beginning of the year 11,683 2,121 48,720 962

Forfeited (5,518) 2,121 (8,185) 430

Exercised (6,165) 2,121 (28,852) 643

Outstanding at the end of the year Nil - 11,683 2,121

Vested at the end of the year Nil - 7,429 2,121

Restricted Stock Unit (RSU) Plan

We have received the approval of our shareholders, through a postal ballot, to implement a RSU Plan. The plan permits the grant of RSU, to certain eligible employees of the Company. The purpose of the RSU Plan is to motivate key employees and encourage them to align their individual aspiration with the objectives of the Company. We have not yet issued any units under the plan during the year ended March 31, 2013.

26. Infosys Science Foundation

The Infosys Science Foundation, a not-for-profit trust, was set up in 2009 by Infosys and some of its management to promote research in the sciences. The Infosys Prize, instituted by the foundation, recognizes exemplary research by scholars and scientists connected to India. It hopes to inspire young Indians to choose a vocation in scientific research.

The prize is given annually across six categories :

Category Areas of accomplishment

Physical Sciences Earth Sciences, Physics and Chemistry

Mathematical Sciences Mathematics and Statistics

Engineering and Computer All branches of Engineering Science

Life Sciences Biology, Medicine and Plant Science

Social Sciences Anthropology, Economics, Political Science, Psychology and Sociology

Humanities Archeology, History, Philosophy, Legal Theory and Literary Studies

The Infosys Prize 2012 presentation was held in New Delhi on January 3, 2013. Dr. Gro Harlem Brundtland, former Prime Minister of Norway and former Director General of the World Health Organization, felicitated the laureates with a 22 karat gold medallion and a citation each and a prize purse of Rs. 50 lakh per category The inaugural Humanities Prize was given jointly in Literary Studies and History For more details about the Infosys Science Foundation, visit our website, www.infosys-science-foundation.com

27. Infosys Foundation

We established the Infosys Foundation in 1996, as a not-for-profit trust to support our social initiatives. The Foundation supports programs and organizations devoted to the welfare of the destitute, rural poor, and economically disadvantaged sections of the society.

The Infosys USA Foundation is active in the areas of Science, Technology, Engineering and Math (STEM) education, and the promotion of arts and culture. The Foundation has committed a grant of US $380,000 for the New York City Science Education Initiative of the New York Academy of Sciences (NYAS). The program is developed in association with the New York City Department of Youth and Community Development (DYCD) to train and mentor students of underserved communities of New York and Citizen Schools of New Jersey in STEM. We have also worked with the Wayne County Community College District (WCCCD) to offer our world-renowned software development training program to grow Detroit''s technology talent pool.

A summary of the work done by the Foundation is provided in the Additional information section in the Annual Report published on our website, www.infosys.com

We express our gratitude to the honorary trustees of the Foundation for contributing their valuable time and energy to its activities.

28. Green initiatives

During fiscal 2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too we are publishing only the statutory disclosures in the print version of the Annual Report along with the Abridged standalone financial statements prepared in compliance with Section 219 of the Companies Act, 1956 and Clause 32 of the Listing Agreement. Additional details are available on our website, www.infosys.com

29. Business Responsibility Report

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012, had proposed to mandate inclusion of Business Responsibility Reports as part of the Annual Report for listed entities. According to the proposal, the report should describe measures taken by the listed companies along with key principles enunciated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' framed by the Ministry of Corporate Affairs. This is intended to be adopted by companies in India to report their Corporate Social Responsibility (CSR) activities and initiatives. We have always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to our Company''s governance and business operations. We had voluntarily published our first Business Responsibility Report 2011-12 based on SEBI''s proposal. This year too, we are publishing the report to cover aspects related to our strategy on CSR, green initiatives and activities taken up for the year 2012-13. The Infosys Business Responsibility Report is available on our website, www.infosys.com

We also publish the Infosys Sustainability Report annually. Our report follows the Global Reporting Initiative (GRI) framework. This is a comprehensive report that covers all aspects of our sustainability activities pertaining to our Social contract, Resource intensity and Green innovation. The report is audited by an external auditor, Det Norske Veritas AS (DNV). We have been consistently receiving an A rating from GRI and DNV for our Sustainability Reports. For more details on the Infosys Sustainability Report, visit www.infosys.com

Acknowledgments

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Technology Parks (STPs) - Bangalore, Bhubaneswar, Chandigarh, Chennai, Gurgaon, Hyderabad, Jaipur, Mangalore, Mysore, Pune, and Thiruvananthapuram and other government agencies for their support, and look forward to their continued support in the future.

for and on behalf of the Board of Directors

S. D. Shibulal S. Gopalakrishnan

Bangalore Chief Executive Officer and Executive Co-Chairman

April 12, 2013 Managing Director of the Board

 
Subscribe now to get personal finance updates in your inbox!