TO ALL STOCK EXCHANGES
BSE LIMITED
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
NEW YORK STOCK EXCHANGE
June 25, 2022
Dear Sir/Madam,
Sub: Proceedings of the 41st Annual General Meeting ('AGM')
In continuation to our intimation dated May 26, 2022, the 41st AGM of the Company was held on June 25, 2022 and the business mentioned in the Notice dated May 21, 2022 was transacted. In this regard, please find enclosed the proceedings as required under the Regulation 30, Part A of Schedule - III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Chairman's speech as read out during the AGM is also enclosed.
The Company facilitated live webcast of proceedings of the meeting. The archive of webcast of the 41st Annual General Meeting ('AGM') is available on the company's website at: https://www.infosys.com/investors/news-events/annual-general-meeting/2022/webcast.html
This is for your information and records.
Thanking You
Yours Sincerely,
For Infosys Limited
SURYANARAYANA ANUR GURUGOPALA
RAJU MANIKANTHA
A G S Manikantha Company Secretary
Digitally signed by
SURYANARAYANA ANUR GURUGOPALA RAJU MANIKANTHA Date: 2022.06.25 23:32:03 +05'30'
Summary of proceedings of the 41st Annual General Meeting of Infosys Limited:
The 41st Annual General Meeting ('AGM') of the Members of Infosys Limited ('the Company') was held on Saturday, June 25, 2022 at 4.00 P.M (IST) through video conferencing and other audio-visual means ('VC'). The meeting was held in compliance with the General Circulars issued by the Ministry of Corporate Affairs ('MCA') and circulars issued by the Securities and Exchange Board of India ('SEBI') and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
DIRECTORS IN ATTENDANCE
Nandan M. Nilekani, joined over VC from Bengaluru
Non-Executive,Non-Independent Chairman
Salil Parekh, joined over VC from Mumbai
Chief Executive Officer and Managing Director
Kiran Mazumdar-Shaw, joined over VC from Bengaluru
Lead Independent Director and Chairperson of the Nomination and Remuneration committee and CSR committee
D. Sundaram, joined over VC from Mumbai
Independent Director and Chairperson- Audit Committee, Risk Management Committee and Stakeholders Relationship Committee
Michael Gibbs, joined over VC from USA
Independent Director
Uri Levine, joined over VC from Israel
Independent Director
Bobby Parikh, joined over VC from Mumbai
Independent Director
Chitra Nayak, joined over VC from USA
Independent Director and Chairperson of ESG Committee
Nilanjan Roy, joined over VC from Bengaluru
Chief Financial Officer
A.G.S. Manikantha, joined over VC from Bengaluru
Company Secretary
OTHER REPRESENTATIVES
Statutory Auditors, joined over VC from Bengaluru
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants
Internal Auditors, joined over VC from Bengaluru
M/s Ernst & Young LLP
Secretarial Auditors joined over VC
Representative of Parameshwar G. Hegde, Practicing Company Secretary from Bengaluru and Representative of Makarand M. Joshi & Co., Practicing Company Secretaries from Mumbai
Scrutinizer joined over VC from Bengaluru
Hemanth B. of Hemanth, Holla & Co.
QUORUM OF THE MEETING
A total of 291 members representing 4,32,61,098 shares attended the meeting.
The meeting commenced at 4:00 PM (IST) and concluded at 8:05 PM (IST) (including time allowed for e- voting at AGM).
Nandan M. Nilekani chaired the meeting. The Chairman informed that the annual general meeting is being held through video conferencing in accordance with the circulars issued by the Ministry of Corporate Affairs and SEBI. He requested his colleagues to introduce themselves. The requisite quorum being present, the Chairman called the meeting to order. All the directors of the Company attended the meeting. The Chairman welcomed all shareholders, auditors and other invitees who joined over VC and delivered his speech followed by presentation by Salil Parekh, CEO and Managing Director. The Chairman informed that the Company had provided members the facility to cast their vote electronically, on all resolutions set forth in the Notice. It was further informed that there would be no voting by show of hands. A.G.S. Manikantha, Company Secretary, provided the summary of the statutory auditors' report and secretarial audit report for the financial year 2021-22.
The following items of business, as per the Notice of AGM dated May 21, 2022, were tabled at the meeting. Shareholders were provided a facility to ask questions or express their views through VC, audio and through web chat options on the tabled resolutions. Clarifications were provided to the queries raised by the members.
No. | Resolutions | Type of |
resolution | ||
Ordinary | Business | |
1 | Adoption of Financial Statements (including the consolidated financial | Ordinary |
statements) of the Company for the financial year ended March 31, 2022 | ||
and the reports of the Board of Directors ('the Board') and Auditors | ||
thereon. | ||
2 | Declaration of dividend | Ordinary |
3 | Appointment of Nandan M. Nilekani as a director liable to retire by | Ordinary |
rotation |
4 Reappointment of Deloitte Haskins & Sells LLP, Chartered Accountants, Ordinary as statutory auditors of the Company
Special Business | ||
5 | Reappointment of D. Sundaram as an independent director | Special |
6 Reappointment of Salil S. Parekh, Chief Executive Officer and Managing Ordinary Director of the Company, and approval of the revised remuneration
payable to him
The Board of Directors had appointed Hemanth, Holla & Co., as the Scrutinizer to supervise the e-voting process. The Chairman authorized the Company Secretary to declare the voting results, intimate the stock exchanges and place the same on the website of the Company.
The details of the voting results (remote e-voting and e-voting at the AGM) on all the resolutions as set out in the Notice of AGM along with the Scrutinizer's Report will be disseminated to the exchanges and will be placed on the Company's website, in due course.
This is for your information and records.
Thanking you,
Yours sincerely, For Infosys Limited
SURYANARAYANA ANUR GURUGOPALA RAJU MANIKANTHA
Digitally signed by SURYANARAYANA ANUR GURUGOPALA RAJU MANIKANTHA Date: 2022.06.25 23:32:37 +05'30'
A. G. S. Manikantha
Company Secretary
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Disclaimer
Infosys Limited published this content on 25 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2022 10:43:04 UTC.