Professional Documents
Culture Documents
To All Stock Exchanges Bse Limited National Stock Exchange of India Limited New York Stock Exchange
To All Stock Exchanges Bse Limited National Stock Exchange of India Limited New York Stock Exchange
BSE LIMITED
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
NEW YORK STOCK EXCHANGE
June 2, 2020
Sub: Notice of the 39th Annual General Meeting (AGM) and Annual Report 2019-20
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find
enclosed the Notice convening the 39th AGM of shareholders and the Annual Report for the fiscal 2020 which
will be circulated to the shareholders through electronic mode. The 39th AGM will be held on Saturday, June 27,
2020 at 4 p.m. IST through video conference and other audio visual means (VC). The Notice and the annual
report will be made available on the Company’s website at, https://www.infosys.com/investors/reports-
filings/annual-report/annual/documents/infosys-ar-20.pdf.
Information at a glance: -
Particulars Details
Date and time of AGM Saturday, June 27, 2020, 4.00 p.m. IST
Mode Video conference and other audio-visual means
Participation through video- conferencing https://epoch.onwingspan.com/InfosysAGM
E-voting start date and time Monday, June 22, 2020, 9:00 a.m. IST
E-voting end date and time Friday, June 26, 2020, 5:00 p.m. IST
E-voting website of NSDL https://www.evoting.nsdl.com/
Yours sincerely,
For Infosys Limited
A.G.S. Manikantha
Company Secretary
Being Resilient.
That’s Live Enterprise.
ONS
also well-geared to respond to a very immediate and RE
PER C E
tangible crisis. But the nature of disruption is such that SP
ON
N CE
S
it plays out in the middle of this spectrum, peaking TIV SIV
AI N
E E X P E RIE E V A LU E C H
P
in the post-crisis weeks and months, sometimes
stretching longer. It is hard for enterprises to respond
to this not only because it’s uncertain, but also because Driving intuitive decisions : The ability to sense and
they are mired in the pressures of the short term respond leveraging data-led insights. This serves to
that are so all-consuming that the disruption gets automate routine, frequently-made decisions and
underplayed, even misjudged. responses so little or no human intervention is needed
Being resilient means being able to respond to the to drive these tasks.
disruption, and other market signals, effectively Building responsive value chains : The flexibility to
without stepping off the treadmill of continually repurpose people productivity into reimagining and
escalating core business performance expectations. reengineering the company’s value chain – see what
At Infosys, when we took on the challenge of bringing is not there, what needs to be made better and what
the benefits of resilience for ourselves and our clients, can be eliminated to deliver more value. This will drive
we looked to natural life for inspiration. Living beings continuous, agile cycles of rapid adaptation.
are often seen quickly recognizing situations that need Nurturing creative talent : A pool of problem-finders
their response, responding to these situations with to find the right problems that must be solved for
precision, and also going further to evolve and build our future. After all, if a task – however complex
new capabilities that better position them to thrive. – can be mechanically defined, we can build AI
This is a combination of evolutionary, historic and real- systems to execute it. But problem-finding remains a
time information processing, relying on best practices human frontier.
while also recognizing exceptions.
Delivering perceptive experiences : Responding
We have validated our hypothesis that companies can quickly, yet thoughtfully to opportunities to create
be life-like, responsive, evolving beings at enterprise valuable new experiences. This comes from learning to
scale – and any company, however large and complex, spot emerging and unmet needs.
can transform to be adaptive and resilient. They can
gain startup-like agility of response to disruption and This annual report gives you a ringside view of how we
dynamic market needs, simultaneously developing are using these levers to become resilient ourselves
velocity of adaptation to match, by nurturing the and then applying that learning to work for our clients,
following key enterprise capabilities : as we continue to help them navigate their next.
Infosys Annual Report 2019-20 Resilience: What differentiates the Live Enterprise | 1
Next-level instincts,
intelligence, and intuition.
That’s
Live Enterprise.
V
REATI E TALEN ITI VE DECISI
T N T U
I
C
ONS
RE
PER C E
SP
E ON
S
SIV
TIV ENC
AI N
E E X P E RI E V A LU E C H
P
2 | Intuitive Decisions Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Intuitive Decisions | 3
V
REATI E TALEN VE DECISI
U ITI
T I NT
C
ONS
RE
PER C E
SP
ON
N CE
S
TIV SIV
AI N
E E X P E RIE E V A LU E C H
P
4 | Reimagining everyday decisions at Infosys Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Letting intuition run their business | 5
Responding to
opportunities with
lightning-quick reflexes.
That’s
Live Enterprise.
V
REATI E TALEN UI TIVE DECISI
T I NT
C
ONS
RE
PER C E
SP
E ON
S
SIV
TIV ENC
AI N
E E X P E RI E V A LU E C H
P
6 | Responsive Value Chains Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Responsive Value Chains | 7
V
REATI E TALEN VE DECISI
U ITI
T I NT
C
ONS
RE
PER C E
SP
ON
N CE
Helping them disrupt their
S
TIV SIV
AI N
E E X P E RIE E V A LU E C H
P
8 | For us, responsive value chains on the outside begin inside Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Helping them disrupt their business, and delight customers | 9
The talent to dream it,
and the tech skills to do it.
That’s
Live Enterprise.
V
REATI E TALEN UI TIVE DECISI
T I NT
C
ONS
RE
PER C E
SP
E ON
S
SIV
TIV ENC
AI N
E E X P E RI E V A LU E C H
P
10 | Creative Talent Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Creative Talent | 11
V
REATI E TALEN VE DECISI
U ITI
T I NT
C
ONS
RE
PER C E
SP
ON
N CE
S
TIV SIV
AI N
E E X P E RIE E V A LU E C H
P
12 | Lifelong learning meets problem-finding at Infosys Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Building talent for our clients’ transformation | 13
Staying ten steps ahead
of demanding consumers.
Checkmating competitors.
That’s
Live Enterprise.
V
REATI E TALEN UI TIVE DECISI
T I NT
C
ONS
RE
PER C E
SP
E ON
S
SIV
TIV ENC
AI N
E E X P E RI E V A LU E C H
P
14 | Perceptive Experience Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Perceptive Experience | 15
V
REATI E TALEN VE DECISI
U ITI
T I NT
C
ONS
RE
PER C E
S
TIV SIV
AI N
E E X P E RIE E V A LU E C H
P
is perceptive too
What's a service you once didn’t know you needed and Anticipate their wants. Big Data is
Our experience being resilient now can’t imagine living without? Voice assistants?
One-click shopping with next-day delivery? Mobile
vital, but Thick Data, the qualitative,
human-centered information, is
check deposits, perhaps? Buy online and pick up in- where we find insights that
Employees across organizations have a similar tale to today, 45% of our operations are directly positively store? Or is it chatbots? Depending on how old you lead to true innovation. We
tell: In their lives outside work, they can ask Alexa for impacted with mobile-first convenience. are, you might remember a time when these customer use Thick Data to get
anything, enjoy the conveniences of smart homes, experiences didn’t exist, even in science fiction. insights quickly and iterate
We employ automated smart nudges, strategically-
count on perceptive customer experiences and use a to anticipate consumer
timed messages, and tailored interfaces to encourage Which brings us to a rather interesting question : How
variety of communication apps without having to type needs. One of our clients, an
healthy routines like performing business critical do we build the next generation of experiences, the
out emails. Then they come to work and American bank, wanted to build
operations ahead of time. We accelerate each ones people will reference when they answer this
deal with a torrent of emails, struggle with stronger relationships with
employee’s learning journey continuously, by question in the future? And their responses will change
archaic tools and processes, while their millennial customers.
re‑evaluating learning styles, motivation type when the status quo is punctuated by a momentous
creating cumbersome manual By conducting qualitative
and psychometrics, such as cognition. Asking event that causes their frame of reference to shift. One
workarounds to get to answers research, we discovered that millennial customers
the right questions is a big part of this can expect such a shift as a post-COVID-19 reality.
that they can’t otherwise access. love online banking but still want person-to-person
exercise: Does an individual retain
In response, at Infosys, we are helping our clients financial advice. We helped our client reimagine the
We want to change this for our knowledge better with video,
renew their focus on elevating their customer entire bank branch experience as an opportunity for
people and are now starting text or audio course material?
experience to human experience by employing a few customers to get tailored financial advice built on trust
to bring consumer- Is social interaction a distraction
key strategies. and not transactions.
grade experiences to or a support for learning?
Infosys. With people We continuously test and optimize Ask the end user. Our client, a global telecom Don’t lose the human touch. To deliver perceptive
spending their whole every aspect of the experiences company, wanted to update an outdated and experiences and continuously iterate and learn, we
work week engaging we deliver. inefficient sales portal. We surveyed its users and need to keep our focus on the human needs of our
with these experiences as then built a B2B site that replicated end-users as well as the human intuition and insights
Perceptive experiences must be live
they go about their tasks, the kinds of digital experiences of our strategists, designers and developers. Humans
and evolving with the dynamic needs
there is a rich set of data that they have come to expect are best at discovering problems and creatively solving
of the people that engage with them.
generated. We leverage our as consumers from consumer them, that’s why we use technology to amplify the
These needs can change dramatically with
own computational design brands. Human experience does genius of human perception.
disruption caused by a pervasive market
SaaS platform to reimagine and not divide people into B2C or B2B
trend or even events like the recent COVID-19
design experiences based on each targets because that’s not how
pandemic. That’s why it’s key to deeply
employee’s motivations, psychological human beings experience technology.
personalize these experiences while allowing for
traits and context. After all, better employee Now, our client’s vendors can navigate
flexibility to develop them in varying directions.
experience leads to better customer experience through the sales cycle in a way that’s more intuitive
With this as our north star, Infosys journeys towards Skyler Mattson
because an engaged workforce, freed up from the and designed with their needs at the core. President – WONGDOODY
building the next generation of experiences that will
mundane aspects of their jobs, can bring greater focus
make us all more effective, agile and resilient.
to creating more value.
On first examining our app landscape, we discovered “At Roland-Garros, we believe innovation, social technology and analytics-based experiences
that it is peppered with over a hundred entities have a key role to play in making tennis more accessible and more engaging to the existing and
serving various needs and delivering varying grades new generations of tennis fans, and our partnership with Infosys will ensure the Roland-Garros
of experience. We brought to this context an intense DNA remains true to our roots but can also evolve and be future-ready.”
focus on personal productivity, interconnected work Ralf Gehrig
efficiencies and learning enablement. As a result, Co-Founder & Chief Experience Officer – Brilliant Basics – Michael Tonge, Director of Sponsorship, Hospitality and Ticketing, FFT
16 | Our experience being resilient Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Because human experience is perceptive too | 17
Contents
• Audit reports and auditors • Annexure B : Independent Auditors’ certificate • Consolidated Statement of Cash Flows
on corporate governance
• Corporate social responsibility • Overview and notes to the consolidated
financial statements
• Acknowledgments
20 | Thinking Resilience. Thinking Scale. Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Thinking Resilience. Thinking Scale. | 21
increasingly resilient and efficient and especially related to cloud In addition, I want to thank
business model. activities. As a consequence of our Board members for their
our service delivery and our pivot, unwavering support and personal
Several of our segments,
we are also seeing a move from guidance and coaching during the
geographies, service lines, and
several of our clients to trust us past year.
businesses were performing
with greater responsibilities and
well. For example, our While we are extremely focused
consolidate their work with us.
Telecommunications business grew on our clients, employees, and
We look forward to continuing to
by 16%, our Energy, Utilities, and shareholders, we have continued to
build on the trust of our clients in
Services business grew by 13%, our support our communities around
these areas.
High Technology business by 11%, the world. In India the Infosys
our Europe business by 12%, and We launched a program to be Foundation continues to make
our US business by 10%. especially more conscious of our tangible and lasting impact across
costs and maintain a strong focus a number of areas. We are also
During the last few weeks in March
on conserving cash. A strong expanding our community work in
we started to see the impact of
balance sheet, with US$ 3.6 billion the US now.
COVID-19. Our team mobilized
of cash and no debt, puts us in an
with extreme speed and incredible While we are not out of the medical
excellent position.
dedication. Our focus has been crisis, it is clear to me that the way
and remains the safety of our As we see the evolution of the we behave in a crisis is in many
employees, the delivery of service market and client activity, we will ways more reflective of who we
to our clients, and the financial closely monitor the impact of the are. I hope the actions we are
well-being of the Company. pandemic. We can already see taking today will make future
several European countries and US Infosys stakeholders look back at us
Very quickly we had 93% of our
states starting to re-open. We see with pride.
employees working from home
stability and expansion in our work
or remote working. I have talked Looking ahead, I am optimistic
in the global Telecommunications,
with and received numerous notes of the opportunities of the work
High Technology, and Life Sciences
from our clients on the highest- we are doing for our clients and
industries. While there is now more
quality delivery of our work during the approach we have put in
Letter to the
understanding of mechanical
the transition. This demonstrated place with respect to digital and
methods of increasing individual
Salil Parekh our operational rigor across the cloud services.
safety via wearing masks, regular
Shareholder Chief Executive Officer
and Managing Director
Company. In a large part, this was
a result of an incredibly robust
hand washing, and keeping safe
distance, the critical medical
With my warmest regards,
22 | Letter to the Shareholder Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Letter to the Shareholder | 23
The Infosys
Board of Directors
1 2 3
1 Nandan M. Nilekani
Chairman
2 Salil Parekh
Chief Executive Officer and Managing Director
4
Kiran Mazumdar-Shaw
Lead Independent Director
5
Michael Gibbs
Independent Director
6
D.N. Prahlad (1)
Independent Director
7
D. Sundaram
Independent Director
7 8 9
9 Uri Levine (2)
Additional and Independent Director
(1)
Resigned on April 20, 2020
(2)
Appointed on April 20, 2020
Inderpreet Sawhney Jayesh Sanghrajka Jasmeet Singh Karmesh Vaswani Koushik R.N.
Group General Counsel and Deputy Chief Financial Officer Segment Head – Segment Head – CPG, Group Head – Procurement &
Chief Compliance Officer Manufacturing Logistics & Retail Global Immigration
Presidents
Krishnamurthy Shankar Narsimha Rao M. Ramadas Kamath U. Richard Lobo Satish H.C.
Group Head – Human Head, Global Services – Cloud, Head – Administration, Head, HR – Infosys Limited Head, Global Services –
Resources and Infosys Infrastructure and Security Facilities, Infrastructure and Data & Analytics
Leadership Institute Solutions & Independent Security & Sustainability
Validation Solutions
26 | The Infosys Leadership Team Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 The Infosys Leadership Team | 27
Awards and recognition Sustainability
United Nations
In fiscal 2020, we won multiple awards and honors, both international and national. The significant ones among them are as follows : Global Climate Action Award
in the "Climate Neutral Now" category
28 | Awards and recognition Infosys Annual Report 2019-20 Infosys Annual Report 2019-20 Awards and recognition | 29
Key trends
Revenues(1) Revenues(1)
(in ` crore) (in US$ million) (1)
Based on IFRS consolidated financial
90,791
12,780
statements
82,675
11,799
(2)
During the year ended March 31, 2019
and 2018, on account of the conclusion of
10,939
advance pricing arrangements in overseas
70,522
68,484
10,208
jurisdictions, the Company had reversed
62,441
9,501
income tax expense provision of ` 94
crore (US$ 14 million) and ` 1,432 crore
(US$ 225 million) respectively, which
pertained to previous periods.
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 (3)
During the year ended March 31,
2018, the Company’s wholly-owned
subsidiaries, Kallidus and Skava (together
referred to as “Skava”) and Panaya, were
Net profit(1)(2)(3)(4) Net profit(1)(2)(3)(4) classified as “Held for Sale”, resulting in
(in ` crore) (in US$ million) a reduction of fair value in respect of
16,594
2,486
16,029
2,331
crore (US$ 39 million) was recorded in
2,199
14,353
2,052
25.0
24.3
(6)
During the buyback period that
12,561
21.50
12.88
12.13
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020
Interim dividend of ` 8.00 and final dividend of ` 9.50
Special dividend of ` 4.00 declared in fiscal 2019
and ` 5.00 declared in fiscal 2018
3,24,448
39.2
since we are reporting digital revenues
from fiscal 2018.
2,79,837
2,73,214
(2)
At the end of the respective fiscal years
31.2
2,47,198
(3)
During the buyback period that
2,34,805
commenced on March 20, 2019 and was
25.5
2,42,371
During fiscal 2018, 11,30,43,478 equity
25.8
2,28,123
shares (not adjusted for the September
2018 bonus issue), aggregating to 4.92%
24.1
1,94,044
(6)
1,279
20
19
54,142
54,038
84.3
50,745
80.6
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020
39.2
24.1 24.1 31.2
12.9 11.8
2.5 2.6
2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020
North America Europe Rest of the World India Digital Core
16.4 15.5
12.6 13.2 12.5 12.9
9.9 10.1
7.5 7.7 6.3 6.4
2.8 2.7
2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020
FS(1) Retail(2) COM(3) EURS(4) MFG(5) Hi-Tech(6) LS(7) Others(8)
Dividend
The Company recommended / declared dividend as under :
Fiscal 2020 Fiscal 2019
Dividend per Dividend payout Dividend per Dividend payout
share (in `) (in ` crore) share (in `) (in ` crore)
Interim dividend 8.00 4,107 7.00 3,680
Final dividend (1)
9.50 4,046 10.50 5,446
Special dividend – – 4.00 2,107
Total dividend 17.50 21.50
Payout ratio (interim and final dividend) (2)
53.5% (3)
68.1%
Note : Dividend payout includes dividend distribution tax.
(1)
Recommended by the Board of Directors at its meeting held on April 20, 2020. The payment is subject to the approval of the shareholders at the ensuing
Annual General Meeting (AGM) of the Company to be held on June 27, 2020. The record date for the purposes of the final dividend will be June 1,
2020 and will be paid on July 3, 2020.
(2)
Our present capital allocation policy is to pay approximately 85% of the free cash flow cumulatively over a five-year period through a combination of
semi-annual dividends and / or share buyback and / or special dividends, subject to applicable laws and requisite approvals, if any. Free cash flow is
defined as net cash provided by operating activities less capital expenditure as per the Consolidated Statement of Cash Flows prepared under IFRS.
(3)
Our past capital allocation policy was to pay up to 70% of free cash flow.
Annexure I – Statement containing the salient features of the financial statements of subsidiaries / associate companies / joint ventures
[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 - AOC -1]
List of subsidiaries
in ` crore, except % of shareholding and exchange rate
Sl. Name of the subsidiary Financial period Date of Exchange rate / Share Reserves Total Total liabilities Investments Turnover(1) Profit / Provision Profit / % of
No. ended acquisition reporting currency capital and surplus assets (excluding share (includes (Loss) before for taxation (Loss) after shareholding
capital and reserves inter-company
and surplus) transactions) taxation(1) (1)
taxation(1)
1 Infosys BPM Limited Mar 31, 2020 NA INR 34 4,632 6,168 1,502 849 4,595 858 210 648 99.99
2 EdgeVerve Systems
Limited Mar 31, 2020 NA INR 1,312 (1,919) 1,004 1,611 11 2,497 528 149 379 100.00
3 Infosys McCamish Dec 4,
Systems LLC(2) Dec 31, 2019 2009 1 USD = ` 71.39 175 201 1,289 913 – 1,575 171 36 135 99.99
4 Infosys Public
Services, Inc. Mar 31, 2020 NA 1 USD = ` 75.67 98 483 840 259 – 1,111 57 (23) 80 100.00
5 Infy Consulting
Company Limited(3) Dec 31, 2019 NA 1 GBP = ` 94.19 – 33 235 202 – 1,080 37 7 30 100.00
6 Infosys Technologies
(China) Co. Limited Dec 31, 2019 NA 1 RMB = ` 10.26 331 (178) 444 291 – 734 1 – 1 100.00
7 Stater Nederland
B.V.(15) Dec 31, 2019 NA 1 EUR = ` 80.10 8 367 615 240 – 689 213 54 159 75.00
8 Infosys Poland Sp. Oct 1,
z o.o.(2) Mar 31, 2020 2007 1 PLN = ` 18.26 4 596 942 342 33 516 14 11 3 99.99
9 Infosys Consulting
GmbH(3) Dec 31, 2019 NA 1 EUR = ` 80.10 17 12 148 119 – 510 37 (2) 39 100.00
10 Infosys Compaz Pte Nov 16,
Ltd(5) Mar 31, 2020 2018 1 SGD = ` 53.03 13 151 333 169 – 455 57 3 54 60.00
11 Infosys Technologies
(Shanghai) Co.
Limited Dec 31, 2019 NA 1 RMB = ` 10.26 895 (262) 962 329 – 402 (102) – (102) 100.00
12 Infosys Consulting
AG(3) Dec 31, 2019 NA 1 CHF = ` 73.84 1 116 274 157 – 395 57 7 50 100.00
Infosys Annual Report 2019-20
13 Infosys Technologies
S. de R. L. de C. V. Dec 31, 2019 NA 1 MXN = ` 3.70 65 163 339 111 – 316 56 16 40 100.00
14 HIPUS Co., Ltd(10) Apr 1,
Mar 31, 2020 2019 1 JPY = ` 0.6963 32 30 1,466 1,404 – 232 25 8 17 81.00
15 Panaya Ltd.(4) Dec 31, 2019 NA 1 USD = ` 71.39 256 (866) 342 952 – 203 (49) 13 (62) 100.00
16 Fluido Oy(7) Oct 11,
Dec 31, 2019 2018 1 EUR = ` 80.10 5 43 115 67 – 184 7 3 4 100.00
Infosys Annual Report 2019-20
Sl. Name of the subsidiary Financial period Date of Exchange rate / Share Reserves Total Total liabilities Investments Turnover(1) Profit / Provision Profit / % of
No. ended acquisition reporting currency capital and surplus assets (excluding share (includes (Loss) before for taxation (Loss) after shareholding
capital and reserves inter-company
and surplus) transactions) taxation(1) (1)
taxation(1)
17 Infosys (Czech
Republic)
Limited s.r.o(2) Mar 31, 2020 NA 1 CZK = ` 3.04 3 69 220 148 – 158 12 – 12 99.99
18 WongDoody, Inc.(9) Dec 31, 2019 NA 1 USD = ` 71.39 1 246 297 50 – 146 37 – 37 100.00
19 Infosys Consulting
Ltda.(6) Dec 31, 2019 NA 1 BRL = ` 16.99 277 (325) 300 348 – 140 (64) 11 (75) 100.00
20 Infosys Consulting
Sp. Z o.o.(2)(18) Dec 31, 2019 NA 1 PLN = ` 18.76 2 9 52 41 – 132 16 3 13 99.99
21 Infosys Management
Consulting Pty.
Limited(3) Dec 31, 2019 NA 1 AUD = ` 50.05 17 5 41 19 – 118 8 2 6 100.00
22 Stater Belgium N.V. /
S.A.(17) Dec 31, 2019 NA 1 EUR = ` 80.10 54 15 129 60 – 117 6 3 3 53.99
23 Kallidus Inc. June 2,
Dec 31, 2019 2015 1 USD = ` 71.39 15 (65) 146 196 – 105 (79) (30) (49) 100.00
24 Brilliant Basics
Limited(8) Mar 31, 2020 NA 1 GBP = ` 93.5 – 8 24 16 – 104 11 2 9 100.00
25 Infosys Consulting
S.R.L. Dec 31, 2019 NA 1 RON = ` 16.49 17 9 46 20 – 102 6 2 4 100.00
26 Portland Group Pty. Jan 4,
Limited(2) Mar 31, 2020 2012 1 AUD = ` 46.08 18 94 191 79 – 99 8 3 5 99.99
27 WDW
Communications,
Inc(9) Dec 31, 2019 NA 1 USD = ` 71.39 – (167) 24 191 – 98 (15) – (15) 100.00
28 Infosys Middle East Jan 1,
FZ LLC(7) Dec 31, 2019 2018 1 AED = ` 19.44 1 (16) 37 52 – 89 10 – 10 100.00
29 Fluido Sweden AB
(Extero)(12) Dec 31, 2019 NA 1 SEK = ` 7.68 4 (4) 45 45 – 64 (2) 1 (3) 100.00
30 Infosys Consulting
Pte Ltd. Dec 31, 2019 NA 1 SGD = ` 53.05 1,374 (90) 1,991 707 – 61 51 (1) 52 100.00
Annexures to the Board’s report | 47
Sl. Name of the subsidiary Financial period Date of Exchange rate / Share Reserves Total Total liabilities Investments Turnover(1) Profit / Provision Profit / % of
No. ended acquisition reporting currency capital and surplus assets (excluding share (includes (Loss) before for taxation (Loss) after shareholding
capital and reserves inter-company
and surplus) transactions) taxation(1) (1)
taxation(1)
35 Infosys Consulting
(Shanghai) Co Ltd(3) Dec 31, 2019 NA 1 RMB = ` 10.26 43 (227) 12 195 – 47 (14) (1) (13) 100.00
36 Skava Systems Private June 2,
Limited Mar 31, 2020 2015 INR – 45 63 18 8 47 7 8 (1) 100.00
37 Infosys Consulting
(Belgium) NV(11) Dec 31, 2019 NA 1 EUR = ` 80.10 3 (22) 10 29 – 36 3 – 3 99.90
38 Fluido Denmark
A/S(12) Dec 31, 2019 NA 1 DKK = ` 10.72 3 (3) 22 22 – 31 2 (2) 4 100.00
39 Fluido Norway A/S(12) Dec 31, 2019 NA 1 NOK = ` 8.12 – 3 30 27 – 30 – (2) 2 100.00
40 Outbox Systems Inc. Mar 13,
dba Simplus (US)(19) Jan 31, 2020 2020 1 USD = ` 71.35 263 (230) 137 104 – 26 1 – 1 100.00
41 Infosys Consulting
SAS(3) Dec 31, 2019 NA 1 EUR = ` 80.10 29 (20) 14 5 – 23 2 1 1 100.00
42 Infosys BPO
Americas LLC(2) Mar 31, 2020 NA 1 USD = ` 75.67 20 (12) 16 8 – 22 (2) – (2) 99.99
43 Infosys Consulting
S.R.L.(3) Dec 31, 2019 NA 1 ARS = ` 1.20 9 (7) 19 17 – 21 2 (1) 3 100.00
44 Infosys Chile SpA Dec 31, 2019 NA 1 CLP = ` 0.09 7 (2) 6 1 – 14 – – – 100.00
45 Panaya GmbH(4) Dec 31, 2019 NA 1 EUR = ` 80.10 – (2) 66 68 – 12 – – – 100.00
46 Stater N.V.(14) May 23,
Dec 31, 2019 2019 1 EUR = ` 80.10 38 672 1,088 378 – 11 (93) (29) (64) 75.00
47 Fluido Slovakia
s.r.o(12) Dec 31, 2019 NA 1 EUR = ` 80.10 1 3 4 – – 5 1 – 1 100.00
48 Infosys Austria
GmbH Dec 31, 2019 NA 1 EUR = ` 80.10 1 3 10 6 – 5 4 – 4 100.00
49 Simplus Australia Pty
Ltd(22) Jan 31, 2020 NA 1 AUD = ` 47.75 18 (33) 23 38 – 4 – – – 100.00
50 Infosys Consulting
s.r.o.(3) Dec 31, 2019 NA 1 CZK = ` 3.13 – 1 2 1 – 3 – – – 100.00
51 Simplus Philippines,
Inc.(20) Jan 31, 2020 NA 1 PHP = ` 1.41 1 4 10 5 – 2 – – – 100.00
52 Simplus U.K., Ltd.(21) Jan 31, 2020 NA 1 EUR = ` 78.69 4 (3) 5 4 – 1 – – – 100.00
Infosys Annual Report 2019-20
Infosys Annual Report 2019-20
Sl. Name of the subsidiary Financial period Date of Exchange rate / Share Reserves Total Total liabilities Investments Turnover(1) Profit / Provision Profit / % of
No. ended acquisition reporting currency capital and surplus assets (excluding share (includes (Loss) before for taxation (Loss) after shareholding
capital and reserves inter-company
and surplus) transactions) taxation(1) (1)
taxation(1)
53 Lodestone
Management
Consultants Portugal,
Unipessoal, Lda(3) Dec 31, 2019 NA 1 EUR = ` 80.10 11 (6) 8 3 – 1 – (1) 1 100.00
54 Fluido Newco AB(12) Dec 31, 2019 NA 1 SEK = ` 7.68 – – – – – – 1 – 1 100.00
55 WongDoody Holding May 22,
Company Inc. Dec 31, 2019 2018 1 USD = ` 71.39 1 (4) 101 104 – – 1 3 (2) 100.00
56 Brilliant Basics Sep 8,
Holdings Limited Mar 31, 2020 2017 1 GBP = ` 93.5 – 12 12 – – – (1) – (1) 100.00
57 Infosys Americas Inc. Mar 31, 2020 NA 1 USD = ` 75.67 1 – 1 – – – – – – 100.00
58 Infosys Luxembourg
S.à.r.l Mar 31, 2020 NA 1 EUR = ` 82.77 4 (1) 5 2 – – (1) – (1) 100.00
59 Infosys Nova
Holdings LLC Dec 31, 2019 NA 1 USD = ` 71.39 93 (93) – – – – – – – 100.00
60 Infosys Consulting Oct 22,
Holding AG Dec 31, 2019 2012 1 CHF = ` 73.84 162 197 364 5 4 – 105 – 105 100.00
61 Infosys Arabia
Limited(13) Dec 31, 2019 NA 1 SAR = ` 19.03 3 – 3 – – – – – – 70.00
62 Stater Duitsland
B.V.(15) Dec 31, 2019 NA 1 EUR = ` 80.10 – (139) 294 433 – – – – – 75.00
63 Stater XXL B.V.(15) Dec 31, 2019 NA 1 EUR = ` 80.10 – 1 2 1 – – (1) – (1) 75.00
64 Stater Participations
B.V.(15) Dec 31, 2019 NA 1 EUR = ` 80.10 – (233) 67 300 – – – – – 75.00
65 Stater Deutschland
Verwaltungs-
GmbH(16) Dec 31, 2019 NA 1 EUR = ` 80.10 – – – – – – – – – 75.00
66 Stater Deutschland
GmbH & Co. KG(16) Dec 31, 2019 NA 1 EUR = ` 80.10 264 (239) 27 2 – – 1 – 1 75.00
67 Infosys South Africa
(Pty) Ltd Dec 31, 2019 NA 1 ZAR = ` 5.10 – – – – – – – – – 100.00
Annexures to the Board’s report | 49
Sl. Name of the subsidiary Financial period Date of Exchange rate / Share Reserves Total Total liabilities Investments Turnover(1) Profit / Provision Profit / % of
No. ended acquisition reporting currency capital and surplus assets (excluding share (includes (Loss) before for taxation (Loss) after shareholding
capital and reserves inter-company
and surplus) transactions) taxation(1) (1)
taxation(1)
71 Simplus ANZ Pty
Ltd.(20) Jan 31, 2020 NA 1 AUD = ` 47.75 – – – – – – – – – 100.00
72 Simplus Europe,
Ltd.(20) Jan 31, 2020 NA 1 EUR = ` 78.69 – – – – – – – – – 100.00
73 Brilliant Basics
(MENA) DMCC(8)(23) Dec 31, 2019 NA 1 AED = ` 19.44 – 1 1 – – – – – – 100.00
(1)
Converted at monthly average exchange rates Notes :
(2)
Wholly-owned subsidiary of Infosys BPM Limited 1. Investments exclude investments in subsidiaries.
(3)
Wholly-owned subsidiary of Infosys Consulting Holding AG 2. Proposed dividend from any of the subsidiaries is nil.
(4)
Wholly-owned subsidiary of Panaya Inc. 3. Infosys CIS LLC, a wholly-owned subsidiary of Infosys Limited has been incorporated on November 29, 2018,
(5)
Majority-owned and controlled subsidiary of Infosys Consulting Pte Ltd. and is under liquidation.
(6)
Effective October 1, 2019, Infosys Tecnologia do Brasil Ltda merged into Infosys Consulting Ltda, 4. Infosys Canada Public Services Inc, incorporated effective November 27, 2018, a wholly-owned subsidiary of
a wholly-owned subsidiary of Infosys Limited. Infosys Public Services, Inc., and is yet to commence operations
(7)
Wholly-owned subsidiary of Infosys Consulting Pte Ltd. 5. Reserve and surplus includes other comprehensive income and securities premium.
(8)
Wholly-owned subsidiary of Brilliant Basics Holdings Limited 6. Simplus North America Inc., Simplus ANZ Pty Ltd. and Simplus Europe Ltd. had no transactions.
(9)
Wholly-owned subsidiary of WongDoody Holding Company Inc. 7. Panaya Japan Co. Ltd was liquidated on October 31, 2019.
(10)
On April 1, 2019, Infosys Consulting Pte Ltd. acquired 81% voting interests in HIPUS Co., Ltd.
(11)
Majority-owned and controlled subsidiaries of Infosys Consulting Holding AG
(12)
Wholly-owned subsidiary of Fluido Oy
(13)
Majority-owned and controlled subsidiary of Infosys Limited
(14)
On May 23, 2019, Infosys Consulting Pte Ltd. acquired 75% voting interests in Stater N.V.
(15)
Majority-owned and controlled subsidiary of Stater N.V.
(16)
Majority-owned and controlled subsidiary of Stater Duitsland B.V.
(17)
Majority-owned and controlled subsidiary of Stater Participations B.V.
(18)
On February 20, 2020, Infosys Poland Sp. z o.o. acquired 100% voting interests in Infosys Consulting
Sp. z.o.o from Infosys Consulting Holding AG.
(19)
On March 13, 2020, Infosys Nova Holdings LLC acquired 100% voting interests of Outbox Systems Inc.
(20)
Wholly-owned subsidiary of Outbox Systems Inc.
(21)
Wholly-owned subsidiary of Simplus Europe, Ltd.
(22)
Wholly-owned subsidiary of Simplus ANZ Pty Ltd.
(23)
Under liquidation
This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including certain arm’s length transactions
under third proviso thereto.
According to the Companies Act, 2013, whenever a company avails or renders any service directly or through agents amounting
to 10% or more of the turnover of the company or ` 50 crore, whichever is lower, prior approval of the shareholders is required.
Effective November 18, 2019, the threshold of ` 50 crore has been omitted in the Act. Therefore, the transactions reported in
this annexure are till such date of amendment. There are no transactions that meet the threshold criteria post the amendment.
However, shareholders’ approval for such transactions need not be sought if the transactions are between the holding
company and its wholly-owned subsidiaries whose accounts are consolidated with the holding company and placed for
shareholders’ approval.
Details of contracts or arrangements or transactions not at arm’s length basis
There were no contracts or arrangements or transactions entered into during the year ended March 31, 2020, which were not
at arm’s length basis.
Details of material contracts or arrangement or transactions at arm’s length basis
The details of material contracts or arrangement or transactions at arm’s length basis from April 1, 2019 to November 17,
2019 are as follows :
Name of related party Nature of Duration of contract Salient terms(1) Amount
relationship (in ` crore)
Nature of contract
Investment in equity instruments
Infosys Consulting Ltda Subsidiary Not applicable Not applicable 140
Infosys BPM Limited(2) Subsidiary Not applicable Not applicable 1
141
Purchase of services
Infy Consulting Company Limited Subsidiary Apr 1, 2017 – ongoing Based on transfer
pricing guidelines 552
Infosys BPM Limited Subsidiary Apr 1, 2012 – ongoing Based on transfer
pricing guidelines 422
Infosys Management Consulting Pty. Limited Subsidiary Apr 1, 2017 – ongoing Based on transfer
pricing guidelines 61
Infosys Technologies (China) Co. Limited Subsidiary Apr 1, 2011 – ongoing Based on transfer
pricing guidelines 46
Panaya Ltd. Subsidiary Apr 1, 2015 – ongoing Based on transfer
pricing guidelines 54
Infosys Technologies S. de R. L. de C. V. Subsidiary Apr 1, 2011 – ongoing Based on transfer
pricing guidelines 45
Infosys Public Services, Inc. Subsidiary Apr 1, 2014 – ongoing Based on transfer
pricing guidelines 21
Infosys McCamish Systems LLC Subsidiary Apr 1, 2012 – ongoing Based on transfer
pricing guidelines 4
Brilliant Basics Limited Subsidiary Sep 1, 2017 – ongoing Based on transfer
pricing guidelines 62
1,267
Purchase of shared services including facilities and personnel
Infosys BPM Limited Subsidiary Apr 1, 2014 – ongoing Based on transfer
pricing guidelines 2
Brilliant Basics Limited Subsidiary Mar 1, 2018 – ongoing Based on transfer
pricing guidelines 4
6
Sale of services
Infosys Public Services, Inc. Subsidiary Apr 1, 2013 – ongoing Based on transfer
pricing guidelines 409
EdgeVerve Systems Limited Subsidiary Jul 1, 2014 – ongoing Based on transfer
pricing guidelines 347
We are a leading provider of consulting, technology, outsourcing and next-generation digital services. We enable clients across 46 countries to outperform their competition and
stay ahead of the innovation curve. The remuneration and perquisites provided to our employees, including that of the Management, are on par with industry benchmarks. The
nomination and remuneration committee continuously reviews the compensation of our CEO, COO and other Key Managerial Personnel (KMP) to align both the short-term and
long-term business objectives of the Company and to link compensation with the achievement of goals.
The details of remuneration to directors, KMP and other employees are in compliance with Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. In accordance with the requirements, tables 3(a) and 3(b) include the perquisite value of stock incentives at the time of their exercise and do not include
the value of the stock incentives at the time of grant.
Significant part of the increase in remuneration for the below-mentioned directors, KMP and other employees in fiscal 2020 as compared to fiscal 2019 is on account of increase
in perquisite value of stock incentives previously granted and exercised during the year.
Information as per Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
3(a) Remuneration details of directors and KMP
Name Director Identification Title % increase of remuneration in fiscal 2020 Ratio of remuneration No. of RSUs granted in fiscal 2020
Number (DIN) as compared to fiscal 2019(1) to MRE(1)
Nandan M. Nilekani(2) 00041245 Non-executive and Non- – – –
independent Chairman
Kiran Mazumdar-Shaw 00347229 Lead Independent Director 9 17 –
Roopa Kudva(3) 00001766 Independent Director NA NA –
Dr. Punita Kumar-Sinha 05229262 Independent Director 16 25 –
D.N. Prahlad(4) 00504146 Independent Director 10 16 –
D. Sundaram 00016304 Independent Director 9 17 –
Michael Gibbs(5) 08177291 Independent Director NA 20 –
Salil Parekh(6) 01876159 Chief Executive Officer and 39 502 3,53,807
Managing Director
U.B. Pravin Rao(7) 06782450 Chief Operating Officer and 17 155 1,12,305
Whole-time Director
Nilanjan Roy(8) NA Chief Financial Officer NA 79 76,707
A.G.S. Manikantha(9) NA Company Secretary 10 13 5,370
MRE – Median Remuneration of Employees
Notes : The remuneration details in the above table pertain to directors and KMP as required under the Companies Act, 2013.
Annexures to the Board’s report | 53
fiscal 2020.
b) On the recommendation of the nomination and remuneration committee, in accordance with the terms of his employment agreement, the Board approved
i) the grant of 1,77,887 performance-based RSUs under the 2015 Plan with an effective date of May 2, 2019
ii) the grant of 41,782 annual time-based RSUs for fiscal 2020 under the 2015 Plan with an effective date of February 27, 2020
iii) the grant of 1,34,138 performance-based RSUs for fiscal 2020 under the 2019 Plan with an effective date of June 22, 2019. These will vest based on the Company’s achievement of certain performance
criteria as laid out in the 2019 Plan.
These RSUs will vest in line with the current employment agreement.
c) The Board, on April 20, 2020, based on the recommendations of the nomination and remuneration committee, in accordance with the terms of his employment agreement, approved the grant of
performance‑based RSUs of fair value of ` 13 crore for fiscal 2021 under the 2015 Plan. The committee also approved an annual grant of performance-based RSUs of fair value of ` 10 crore under the 2019
Plan. The RSUs under both the Plans will be granted effective May 2, 2020 and the number of RSUs will be calculated based on the market price at the close of trading on May 2, 2020.
(7)
a) There has been no change in the annual compensation in fiscal 2020 as compared to fiscal 2019. The increase in remuneration is on account of inclusion of ` 2.32 crore pertaining to exercise of 30,688 RSUs
during fiscal 2020.
b) On the recommendations of the nomination and remuneration committee, in accordance with the terms of his employment agreement, the Board approved
i) the grant of 58,650 RSUs under the 2015 Plan with an effective date of February 27, 2020
ii) the grant of 53,655 performance-based RSUs for fiscal 2020 under the 2019 Plan with an effective date of June 22, 2019. These will vest based on the Company’s achievement of certain performance
criteria as laid out in the 2019 Plan.
These RSUs will vest in line with the current employment agreement.
c) The Board, on April 20, 2020, based on the recommendations of the nomination and remuneration committee, in accordance with the terms of his employment agreement, approved the grant of annual
performance-based RSUs of fair value of ` 4 crore for fiscal 2021 under the 2019 Plan. The RSUs will be granted effective May 2, 2020 and the number of RSUs will be calculated based on the market price
at the close of trading on May 2, 2020.
(8)
a) On the recommendations of the nomination and remuneration committee, in accordance with the terms of his employment agreement, the Board approved
i) the grant of 23,946 annual time-based RSUs under the 2015 Plan with an effective date of May 2, 2019
ii) the grant of 10,263 performance-based RSUs under the 2015 Plan with an effective date of May 2, 2019
iii) the grant of 22,498 annual time-based RSUs under the 2015 Plan with an effective date of February 27, 2020
iv) the grant of 20,000 performance-based RSUs under the 2019 Plan with an effective date of February 27, 2020. These will vest based on the Company’s achievement of certain performance criteria as laid
out in the 2019 Plan.
These RSUs will vest in line with the current employment agreement.
b) The Board, on April 20, 2020, based on the recommendations of the nomination and remuneration committee, in accordance with the terms of his employment agreement, approved the grant of annual
performance-based RSUs of fair value of ` 0.75 crore under the 2015 Plan. The RSUs will be granted effective May 2, 2020 and the number of RSUs will be calculated based on the market price at the close
of trading on May 2, 2020.
(9)
a) Remuneration includes ` 0.19 crore on account of exercise of 2,500 RSUs during fiscal 2020.
b) On the recommendations of the nomination and remuneration committee, in accordance with the terms of his employment agreement, the Board approved
i) the grant of 1,370 annual time-based RSUs under the 2015 Plan with an effective date of February 27, 2020
ii) the grant of 4,000 performance-based RSUs under the 2019 Plan with an effective date of February 27, 2020. These will vest based on the Company’s achievement of certain performance criteria as laid
out in the 2019 Plan.
These RSUs will vest in line with the current employment agreement.
The MRE was ` 6,82,906 and ` 6,23,413 in fiscal 2020 and fiscal 2019, respectively. The increase in MRE in fiscal 2020, as compared to fiscal 2019, is 10%.
The average annual increase in the salaries of employees was 7.3% in India, after accounting for promotions and other event-based compensation revisions. Employees outside
India received a wage increase in line with the market trends in the respective countries.
Infosys Annual Report 2019-20
The overall wages at leadership levels remained constant or lower and there were no promotions during fiscal 2020 at leadership level. A majority of the KMP have not gone
through the increment cycle in fiscal 2020. However, the KMP remuneration presented in this report shows a higher remuneration for fiscal 2020 as compared to fiscal 2019 on
account of the increase in perquisite value of stock incentives granted previously but exercised during the year.
3(b) Information as per Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Infosys Annual Report 2019-20
(4)
Remuneration includes ` 8.59 crore on account of exercise of 94,975 cash-settled RSUs and 56,374 cash-settled ESOPs during fiscal 2020.
(5)
Remuneration includes ` 4.51 crore on account of exercise of 59,586 RSUs during fiscal 2020.
(6)
Remuneration includes ` 3.61 crore on account of exercise of 51,586 cash-settled RSUs during fiscal 2020.
(7)
Remuneration includes ` 2.32 crore on account of exercise of 30,688 RSUs during fiscal 2020.
(8)
Remuneration includes ` 1.85 crore on account of exercise of 22,650 RSUs during fiscal 2020.
(9)
Remuneration includes ` 0.59 crore on account of exercise of 7,287 RSUs during fiscal 2020.
(10) Remuneration includes ` 1.34 crore on account of exercise of 17,537 RSUs during fiscal 2020.
(11) Remuneration includes ` 1.49 crore on account of exercise of 18,337 RSUs during fiscal 2020.
(12) Remuneration includes ` 0.71 crore on account of exercise of 8,662 RSUs during fiscal 2020.
Annexure 4 – Corporate governance compliance certificate
To,
The Members
Infosys Limited,
Electronics City, Hosur Road
Bengaluru–560100
Karnataka, India
We have examined the compliance of conditions of Corporate Governance by Infosys Limited (CIN :L85110KA1981PLC013115)
(the Company), as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub regulation (2) of Regulation 46 and para
C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) for the financial year ended March 31, 2020.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to the review of procedures and implementation thereof adopted by the Company for ensuring compliance of the conditions
of Corporate Governance as stipulated in the said Regulations. This certificate is neither an assurance as to the future viability
of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
On the basis of our findings from the examination of the records produced and explanations and information furnished to us
and the representation made by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the SEBI Listing Regulations for the financial year ended March 31, 2020.
P.G. Hegde
Hegde & Hegde
Company Secretaries
Place : Bengaluru C.P.No.640
Date : April 20, 2020 UDIN : F001325B000187104
To,
The Members,
Infosys Limited,
Electronics City, Hosur Road
Bengaluru–560100
Karnataka, India
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by INFOSYS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided
me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the Information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period
covering the financial year ended on March 31, 2020 complied with the statutory provisions listed hereunder and also that
the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter :
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for
the financial year ended on March 31, 2020 and made available to me, according to the provisions of :
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment and Overseas Direct Investment;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) :
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(f) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and
vi. Other laws applicable specifically to the Company, namely :
(a) The Information Technology Act, 2000 and the rules made thereunder;
(b) The Special Economic Zones Act, 2005 and the rules made thereunder;
(c) Software Technology Parks of India rules and regulations;
(d) The Indian Copy Rights Act, 1957;
(e) The Patents Act, 1970; and
(f) The Trade Marks Act, 1999.
I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company
Secretaries of India.
I report that, during the year under review, the Company has complied with the provisions of the Acts, Rules, Regulations,
Guidelines and Standards mentioned above.
I further report that, during the year under review :
In reference to the show cause notices dated December 11, 2018 and May 20, 2019 issued by the Registrar of Companies,
Karnataka (MCA) for alleged violations such as (i) the Company not seeking approvals of the Nomination and Remuneration
Committee, Audit Committee and the Board of Directors of the Company and (ii) not making requisite disclosures in the
Directors Report as required under the provisions of 1) Sec 177(4)(iv), 2) Sec 178, 3) Sec 188(1) & 4) Sec 182(2) r/w Sec 134(3)
(h) of the Companies Act, 2013 and the rules made thereunder, relating to the severance agreement executed with a former
Chief Financial Officer in October 2015, the Company and the officers in default had made applications for compounding of
offences u/s 441 of the Act to the Registrar / Regional Director, South East Region, Hyderabad (RD,SER) and the same have
This report is to be read with Annexure A which forms an integral part of this report.
Annexure A
To,
The Members
Infosys Limited
Bengaluru
Address of the registered office and contact details Electronics City, Hosur Road, Bengaluru 560 100,
Karnataka, India
Tel : 91 80 2852 0261 Fax : 91 80 2852 0362
Email : [email protected] website : www.infosys.com
Name, address and contact details of Registrar and KFin Technologies Private Limited (formerly Karvy Fintech
transfer agent Pvt. Ltd.)
Selenium Tower B, Plot No. 31 & 32,
Financial District, Nanakramguda
Serilingampally Mandal, Hyderabad – 500 032
Contact person
C. Shobha Anand
Deputy General Manager
Tel : 91 40 6716 1559
Email : [email protected]
(1)
Under liquidation Notes : 1. All the above subsidiaries are as per Section 2(87).
(2)
Became a majority-owned and controlled subsidiary of Infosys Consulting Pte Ltd. effective April 1, 2019 2. Panaya Japan Co. Ltd., a wholly-owned subsidiary of Panaya Inc., has been liquidated effective
(3)
Became a majority-owned and controlled subsidiary of Infosys Consulting Pte Ltd. effective May 23, 2019 October 31, 2019.
(4)
Majority-owned and controlled subsidiary of Stater N.V. 3. Infosys Technologies (Australia) Pty. Limited has been liquidated effective November 17, 2019.
(5)
Majority-owned and controlled subsidiary of Stater Duitsland B.V. 4. Infosys Tecnologia do Brasil Ltda, a wholly-owned subsidiary of Infosys Limited, merged into
(6)
Majority-owned and controlled subsidiary of Stater Participations B.V. Infosys Consulting Ltda., a wholly-owned subsidiary of Infosys Limited, effective October 1, 2019.
(7)
Became a wholly-owned subsidiary of Infosys Poland Sp. z o.o. effective February 20, 2020
(8)
Became a wholly-owned subsidiary of Infosys Nova Holdings LLC effective March 13, 2020
(9)
Wholly-owned subsidiary of Outbox Systems Inc. dba. Simplus
(10)
Wholly-owned subsidiary of Simplus Europe, Ltd.
(11)
Wholly-owned subsidiary of Simplus ANZ Pty. Ltd.
Annexures to the Board’s report | 63
IV. Shareholding pattern (Equity share capital break-up as a percentage of total equity)
64 | Annexures to the Board’s report
capital up to ` 1 lakh 19,46,73,230 5,76,699 19,52,49,929 4.47 20,65,33,628 5,40,048 20,70,73,676 4.86 0.39
(ii) Individuals holding nominal share
capital in excess of ` 1 lakh 21,42,50,837 56,26,546 21,98,77,383 5.04 21,03,66,055 51,86,146 21,55,52,201 5.06 0.02
(c) Any other
(i) Foreign bodies – DR 7,86,762 – 7,86,762 0.02 19,17,037 – 19,17,037 0.05 0.03
(ii) Non-banking financial companies 12,51,559 – 12,51,559 0.03 77,776 – 77,776 – (0.03)
(iii) NRI 2,60,49,655 12,870 2,60,62,525 0.60 2,79,89,584 12,870 2,80,02,454 0.66 0.06
(iv) Trusts(3) 5,16,76,881 – 5,16,76,881 1.18 5,96,62,418 – 5,96,62,418 1.40 0.22
(v) IEPF 2,76,719 – 2,76,719 – 2,84,487 – 2,84,487 0.01 0.01
Category Category of shareholder No. of shares held at the beginning of the year No. of shares held at the end of the year % change
Infosys Annual Report 2019-20
code Demat Physical Total % of total Demat Physical Total % of total during
shares(1) shares (2) the year
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(vi) Qualified Institutional Buyer 2,969 – 2,969 – 3,47,05,242 – 3,47,05,242 0.81 0.81
Sub-total B(2) 56,66,26,635 62,80,115 57,29,06,750 13.12 58,20,09,871 57,97,464 58,78,07,335 13.80 0.68
Total public shareholding total B=B(1)+B(2) 304,89,90,743 63,05,715 305,52,96,458 70.05 295,36,85,982 58,23,064 295,95,09,046 69.49 (0.56)
Total (A+B) 360,91,73,081 63,05,715 361,54,78,796 82.89 351,38,68,320 58,23,064 351,96,91,384 82.64 (0.25)
(C) Shares held by custodians for ADRs 74,62,54,648 – 74,62,54,648 17.11 73,93,01,182 – 73,93,01,182 17.36 0.25
Grand total (A+B+C) 435,54,27,729 63,05,715 436,17,33,444 100.00 425,31,69,502 58,23,064 425,89,92,566 100.00 –
Percentage calculated on the paid-up share capital 436,17,33,444 shares as at the beginning of the year
(1) (2)
Percentage calculated on the paid-up share capital 425,89,92,566 shares as at the end of the year
Includes 2,01,24,982 shares as of March 31, 2019 and 1,80,39,356 shares as of March 31, 2020, held by Infosys Employee Benefits Trust as per SEBI (Share Based Employee Benefits) Regulations, 2014 and 2,00,000
(3)
shares as of March 31, 2019 and 2,00,000 shares as of March 31, 2020, held by the Infosys Employee Benefits Trust for welfare activities of employees. This is a non-promoter, non-public shareholding.
V. Indebtedness
The Company has not availed any loan during the year and is a debt-free company.
VI.(a) Remuneration of Managing Director (MD), whole-time directors (WTD) and / or manager
in ` crore
Particulars of remuneration Name of MD / WTD / Manager Total amount
Salil Parekh(2) U.B. Pravin Rao(3)
Gross salary
Salary as per provisions contained in Section 17(1) of the
Income-tax Act, 1961 16.85 8.09 24.94
Value of perquisites u/s 17(2) of the Income-tax Act, 1961 – – –
Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 – – –
Stock option(1) 17.04(2) 2.32(3) 19.36
Sweat equity – – –
Commission as % of profit – – –
Others(4) 0.38 0.19 0.57
Total (A) 34.27 10.60 44.87
Ceiling as per the Act 2,065
Notes : The details in the above table are on accrual basis.
(1)
In accordance with the definition of perquisites under the Income-tax Act, 1961, the remuneration includes the value of stock incentives only
on those shares that have been exercised during the period. Accordingly, the value of stock incentives granted during the period is not included.
The number of stock incentives granted in fiscal 2020 is mentioned in the notes below.
(2)
a) Perquisites value of stock incentives on account of exercise of 2,31,510 RSUs during fiscal 2020.
b) On the recommendation of the nomination and remuneration committee, in accordance with the terms of his employment agreement, the
Board approved
i) the grant of 1,77,887 performance-based RSUs under the 2015 Plan with an effective date of May 2, 2019
ii) the grant of 41,782 annual time-based RSUs for fiscal 2020 under the 2015 Plan with an effective date of February 27, 2020
iii) the grant of 1,34,138 performance-based RSUs under the 2019 Plan for fiscal 2020 with an effective date of June 22, 2019. These will vest
based on the Company’s achievement of certain performance criteria as laid out in the 2019 Plan.
These RSUs will vest in line with the current employment agreement.
c) The Board, on April 20, 2020, based on the revcommendations of the nomination and remuneration committee, in accordance with the terms
of his employment agreement, approved the grant of performance-based RSUs of fair value of ` 13 crore for fiscal 2021 under the 2015 Plan.
The committee also approved an annual grant of performance-based RSUs of fair value of ` 10 crore under the 2019 Plan. The RSUs under both
the Plans will be granted effective May 2, 2020 and the number of RSUs will be calculated based on the market price at the close of trading on
May 2, 2020.
(3)
a) Perquisites value of stock incentives on account of exercise of 30,688 RSUs during fiscal 2020.
b) On the recommendations of the nomination and remuneration committee, in accordance with the terms of his employment agreement, the
Board approved
i) the grant of 58,650 RSUs under the 2015 Plan with an effective date of February 27, 2020
ii) the grant of 53,655 performance-based RSUs for fiscal 2020 under the 2019 Plan with an effective date of June 22, 2019. These will vest
based on the Company’s achievement of certain performance criteria as laid out in the 2019 Plan.
These RSUs will vest in line with the current employment agreement.
in ` crore
Particulars of remuneration Name of director Total
Nandan M. Kiran Roopa Dr. Punita D.N. D. Sundaram Michael Amount
Nilekani(1) Mazumdar-Shaw Kudva(2) Kumar-Sinha Prahlad Gibbs
Independent directors
Fee for attending Board / committee meetings – – – – – – – –
Commission – 1.13 0.99 1.74 1.06 1.13 1.36 7.41
Others, please specify – – – – – – – –
Total(1) – 1.13 0.99 1.74 1.06 1.13 1.36 7.41
Other non-executive directors
Fee for attending Board / committee meetings – – – – – – – –
Commission – – – – – – – –
Others, please specify – – – – – – – –
Total(2) – – – – – – – –
Total(1+2) – 1.13 0.99 1.74 1.06 1.13 1.36 7.41
Total managerial remuneration – 1.13 0.99 1.74 1.06 1.13 1.36 7.41
Overall ceiling as per the Act 207
Notes : The details in the above table are on accrual basis. Additionally, independent directors are also reimbursed for expenses incurred in performance of official duties.
(1)
Nandan M. Nilekani voluntarily chose not to receive any remuneration for his services rendered to the Company.
(2)
Resigned as Member of the Board effective February 3, 2020
Over the years, we have been focusing on sustainable The members of the CSR committee are :
business practices encompassing economic, environmental • Kiran Mazumdar-Shaw, Chairperson
and social imperatives that not only cover business, but • U.B. Pravin Rao
also the communities around us. We focus on our social • Dr. Punita Kumar-Sinha
and environmental responsibilities to fulfill the needs and
Our objectives
expectations of the communities around us. Our Corporate
Social Responsibility (CSR) is not limited to philanthropy, Our broad objectives, as stated in our CSR Policy, include :
but encompasses holistic community development, • Making a positive impact on society through economic
institution‑building and sustainability-related initiatives. development and reduction of our resource footprint
Infosys has been an early adopter of CSR initiatives. • Taking responsibility for the actions of the Company while
The Company undertakes various initiatives by itself also encouraging a positive impact through supporting
and through the Infosys Foundation (“the Foundation”). causes concerning the environment, communities and
The Foundation was established in 1996 with a vision to our stakeholders
boosting our CSR initiatives. This was long before the For more details on our CSR Policy, visit https://www.infosys.
Companies Act, 2013 mandated that a company should com/investors/corporate-governance/Documents/corporate-
function through a registered trust or society for any CSR social-responsibility-policy.pdf.
activities to be undertaken by it.
Key highlights of the activities of the Foundation during Focus areas
the year are listed below, and the details of these projects The Foundation’s focus areas are :
are given in the Corporate governance report that forms part • Protection of national heritage, restoration of historical
of this Annual Report. sites, promotion of art and culture
• Supporting COVID-19 relief measures pan-India by • Destitute care and rehabilitation
contributing to the PM CARES Fund, helping hospitals, • Environmental sustainability and ecological balance
destitute, daily wage workers and underprivileged sections • Promoting education, enhancing vocational skills
of the society • Promoting healthcare including preventive healthcare
• Rural development
• Construction of a dharmashala at AIIMS, Jhajjar
• Providing training to teachers in Andhra Pradesh and Financial details
Odisha Section 135 of the Companies Act, 2013 and Rules made
The detailed report is available on the Infosys Foundation under it (“the Act”) prescribe that every company having a net
website, https://www.infosys.com/infosys-foundation. worth of ` 500 crore or more, or turnover of ` 1,000 crore or
more, or a net profit of ` 5 crore or more during any financial
CSR committee year shall ensure that it spends, in every financial year, at least
The CSR committee of the Board is responsible for overseeing 2% of the average net profits computed as mandated by the
the execution of the Company’s CSR Policy. The CSR Act, in pursuance of its CSR Policy.
committee comprises two independent directors and the
COO and Whole-time Director.
The financial details as sought by the Companies Act, 2013 for fiscal 2020 are as follows :
in ` crore
Particulars Amount
Average net profit of the Company for the last three financial years 17,978
Prescribed CSR expenditure (2% of the average net profit as computed above)
Total amount to be spent for the financial year 359.56
Amount spent 359.94
Amount unspent –
Our CSR responsibilities provided in the Corporate governance report that forms part of
We hereby affirm that the CSR Policy, as approved by the this Annual Report. The expenditure made on CSR through
Board, has been implemented, and the CSR committee Infosys Foundation USA is as follows :
monitors the implementation of the projects and activities in Focus area Amount in US$
compliance with our CSR objectives. Teacher training 31,76,713
Student education and services 5,05,000
Global CSR activities
Classroom aids and technology 1,00,000
Over and above the requirements of the Companies Act, 2013, Advocacy and awareness 48,531
Infosys has expanded its CSR footprint globally. The details Operating expenses 1,18,116
of the activities of Infosys Foundation USA in fiscal 2020 is Total 39,48,360
Sd/- Sd/-
Kiran Mazumdar-Shaw Salil Parekh
Bengaluru Chief Executive Officer and
Chairperson, CSR Committee
April 20, 2020 Managing Director
Resource conservation initiatives taken up for the following reasons : resource conservation,
Conservation of resources has been a focus to be progressively end-of-life of equipment, indoor environment quality
self-sustainable, to reduce operational costs, and an important improvement, and technology upgrade. In addition to these,
first step towards reducing our carbon footprint. Focused the agile transformation of workspaces has resulted in the
efforts on reducing our carbon footprint started in 2008, replacement of equipment or systems (lighting and AC) with
with energy efficiency as the first step, followed by renewable high efficiencies. Retrofits, along with high-efficiency new
energy, and implementing carbon offset projects with strong buildings, have resulted in a significant reduction in per
socio-economic benefits. capita energy consumption across Infosys.
Renewable energy : In fiscal 2020, we commissioned an
In 2011, Infosys made a commitment to become carbon additional 10 MW capacity in the solar plant in Sira,
neutral. Since then, we have been relentlessly working Karnataka. With this, we now have a total capacity of 60
towards this goal. This year, the United Nations recognized MW of solar PV, including rooftop and ground-mounted
our achievements under the carbon neutral program. Infosys systems. We continue to pursue green power purchase from
received the 2019 UN Global Climate Action Award under third-party power producers and continue working with
the ‘Climate Neutral Now’ category at the UN Climate governments to enable favorable policies for scaling up green
Change Conference, COP25, in Madrid, Spain. Infosys power by corporates in India.
became the first Indian company to achieve this distinction.
We were recognized not only for our innovative solutions Green buildings : In fiscal 2020, our new buildings in
to address climate change, but also for our approach of Hyderabad were awarded the LEED Platinum certification
integrating sustainable development goals such as poverty from the US Green Building Council.
alleviation, gender equality, and economic opportunity We also received LEED Platinum
with our climate action. Existing Building certification for
our campuses in Bengaluru, Pune
Phase-1 and Bhubaneswar. With
this, we now have 34 projects
at Infosys with the highest level
of green building certification,
spanning a total area of 25.08
million sq. ft. An additional 4.3 million sq. ft. of our ongoing
projects are currently undergoing green building certification.
All our new buildings follow the highest standard of resource
efficiency resulting in minimum impact to the environment.
In the process, we also aim to achieve the highest level of
Energy : Our new buildings continue to push the boundaries
green building certification.
of innovation and efficiency, setting an example for the
industry. And our enterprise-level energy-efficiency retrofit Water management : We believe water is a precious resource
program transforms existing buildings into efficient ones. and follow the 3 Rs strategy – Reduce, Recycle and Reuse – for
Smart automation has enabled remote monitoring, control reducing our water consumption. Demand side measures and
and optimization of building operations across 30 million awareness creation, smart metering to track real-time water
sq.ft. of space. Controllers and sensors ensure buildings / usage, advanced technology sewage treatment plants with
systems operate in autopilot mode with in-built scheduling automation and effective reuse within the campuses, have
and energy-saving algorithms, providing real-time data, alerts reduced our per capita water consumption significantly. In
and diagnostics at system and equipment level. addition to this, rainwater harvesting through lakes, recharge
wells and rooftop rainwater collection have had a positive
In the current unprecedented situation caused by the
impact on the water table.
COVID-19 pandemic, smart building automation has been a
Waste management : We continue to
key factor in managing uninterrupted operations in buildings,
pursue our goal of minimizing waste
including critical infrastructure like data centers. By using
going to landfills. Organic waste, such
smart scheduling and intelligent algorithms, physical presence
as food waste and garden waste, is
of operations staff has been minimized, while ensuring
treated within our campuses. We now
efficient operations through experts operating remotely.
have the capacity to treat 100% of
The capital investment on energy conservation equipment
organic waste within our campuses,
was ` 22 crore during fiscal 2020.
enabling a circular economy.
Retrofits : Energy-efficiency retrofits have helped us For all other waste, proper segregation at source has
reduce connected load by 33.5 MW across Infosys and ensured effective recycling and disposal of different types
the number of equipment we use. Retrofit projects were of waste generated, in adherence to applicable legislation.
2020 33,720
Net foreign exchange earnings (NFE)
2019 32,252
2020 43.2
NFE / earnings (%)
2019 45.0
Sd/- Sd/-
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation of certain policies for all listed
companies. The corporate governance policies are available on the Company’s website, at https://www.infosys.com/investors/corporate-governance/Pages/policies.aspx. The policies
are reviewed periodically by the Board and updated as needed. During the year and at their meeting held on April 20, 2020, the Board revised and adopted some of its policies.
Key policies that have been adopted are as follows :
Name of the policy Brief description Web link Summary of key changes
Whistleblower Policy The Company has adopted a whistleblower mechanism for https://www.infosys.com/investors/ The Whistleblower Policy was amended in
(Policy on vigil directors and employees to report concerns about unethical corporate-governance/Documents/ line with SEBI (Prohibition of Insider Trading)
mechanism) behavior, actual or suspected fraud, or violation of the whistleblower-policy.pdf (Amendment) Regulations, 2018, enabling
Company’s code of conduct and ethics. The policy was employees to report instances of leak of
revised and adopted effective April 1, 2019. Unpublished Price Sensitive Information (UPSI).
Code of Conduct and The Company has adopted the Code of Conduct and Ethics https://www.infosys.com/investors/ The Code of Conduct and Ethics was amended
Ethics which forms the foundation of its ethics and compliance corporate-governance/Documents/ to reflect changes in the law and certain
program. The policy was revised and adopted effective CodeofConduct.pdf internal policies.
July 12, 2019.
Capital Allocation The Policy applies to the distribution of free cash flow as https://www.infosys.com/investors/ The Capital Allocation Policy was amended to
Policy dividend or buyback over the next five-year period ending corporate-governance/documents/ change the percentage of return of free cash
in fiscal 2024. The policy was revised and adopted effective capital-allocation-policy.pdf flow and the base period to be considered
July 12, 2019. for calculation.
Dividend Distribution The Company has adopted the Dividend Distribution https://www.infosys.com/investors/ The Dividend Distribution Policy was amended
Policy Policy to determine the distribution of dividends in corporate-governance/Documents/ to insert a reference to the Company's Capital
accordance with the provisions of applicable laws. The dividend-distribution.pdf Allocation Policy.
policy was revised and adopted effective April 20, 2020.
Insider Trading Policy The policy provides the framework to deal with securities https://www.infosys.com/investors/ The Insider Trading Policy was amended in
of the Company. The policy was revised and adopted corporate-governance/Documents/ line with SEBI (Prohibition of Insider Trading)
effective October 11, 2019. insider-trading-policy.pdf (Amendment) Regulations, 2019. The key
changes include, inter alia, insertion of informant
mechanism and non‑applicability of trading
window restriction during certain transactions.
Corporate Policy on The policy is aimed at providing clear guidelines and https://www.infosys.com/investors/ The Corporate Policy on Investor Relations was
Investor Relations procedures for disclosing material information outside corporate-governance/Documents/ amended to make generic language updates.
Infosys Annual Report 2019-20
Name of the policy Brief description Web link Summary of key changes
Policy for Determining This policy applies to disclosures of material events affecting https://www.infosys.com/investors/ The Policy for Determining Materiality for
Materiality for Infosys and its subsidiaries. This policy is in addition to the corporate-governance/Documents/ Disclosures was amended to, inter alia,
Disclosures Corporate Policy Statement on Investor Relations, which deals policy-determining-materiality- authorize the Key Managerial Personnel (KMP)
with the dissemination of UPSI. The policy was revised and disclosures.pdf and General Counsel to determine materiality
adopted effective April 20, 2020. and Company Secretary to make the disclosure.
Recoupment Policy The policy deals with the provisions if the Company https://www.infosys.com/investors/ There has been no change to the policy.
restates its financial statements. It allows the Company corporate-governance/Documents/
to recover any incentive-based compensation received recoupment-policy.pdf
by an executive officer that is in excess of what would
have been payable based on the restated and corrected
financial statements. The policy was adopted effective
January 14, 2016.
Nomination and This policy formulates the criteria for determining https://www.infosys.com/investors/ The Nomination and Remuneration Policy
Remuneration Policy qualifications, competencies, positive attributes and corporate-governance/Documents/ was amended to revise the clause on stock
independence for the appointment of a director (executive / nomination-remuneration-policy.pdf incentives and make it generic to any plan that
non-executive) and also the criteria for determining the may be approved by shareholders and amended
remuneration of the directors, KMP, senior management and from time to time.
other employees. The policy was revised and adopted effective
April 20, 2020.
Corporate Social The policy outlines the Company’s strategy to bring about https://www.infosys.com/investors/ The Corporate Social Responsibility Policy was
Responsibility Policy a positive impact on society through programs relating to corporate-governance/Documents/ amended to update the clause on committee
hunger, poverty, education, healthcare, environment and corporate-social-responsibility-policy. composition.
lowering its resource footprint. The policy was revised and pdf
adopted effective April 20, 2020.
Policy on Material The policy is used to determine the material subsidiaries https://www.infosys.com/investors/ The Policy on Material Subsidiaries was
Subsidiaries and material unlisted Indian subsidiaries of the Company corporate-governance/Documents/ amended in line with the requirements of
and to provide the governance framework for them. The material-subsidiaries-policy.pdf SEBI (Listing Obligations and Disclosure
policy was revised and adopted effective April 12, 2019. Requirements) (Amendment) Regulations,
2018. The key changes include, inter alia, the
definition of material subsidiary.
Annexures to the Board’s report | 79
Related Party The policy regulates all transactions between the Company https://www.infosys.com/investors/ The Related Party Transaction Policy was
Transaction Policy and its related parties. The policy was revised and adopted corporate-governance/Documents/ amended in line with the requirements of
effective April 20, 2020. related-party-transaction-policy.pdf SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018.
Document Retention The policy deals with the retention and archival of https://www.infosys.com/investors/ There has been no change to the policy.
and Archival Policy corporate records of Infosys Limited and all its subsidiaries. corporate-governance/Documents/
The policy was adopted effective December 1, 2015. document-retention-archival-policy.pdf
Board Diversity Policy The policy sets out the approach to diversity on the Board https://www.infosys.com/investors/ There has been no change to the policy.
of the Company. The policy was adopted in 2015. corporate-governance/documents/
board-diversity-policy.pdf
Management’s discussion and analysis
Overview While these developments present strong market
Infosys is a leading provider of consulting, technology, opportunities for the IT industry, there is also an imperative
outsourcing and next-generation digital services, enabling need for IT services and solutions companies to transition
clients in 46 countries to create and execute strategies for from fast-commoditizing traditional service offerings, to
their digital transformation. attract and retain quality talent globally, to reimagine cost
structures and leverage automation for increased productivity.
Our vision is to build a globally-respected organization
delivering the best-of-breed business solutions, leveraging The COVID-19 pandemic has disrupted demand and supply
technology, delivered by the best-in-class people. We are chains across industries, negatively impacting the business
guided by our value system which motivates our attitudes of companies and driving the global economy towards a
and actions. Our core values are Client Value, Leadership recession. Governments in several countries have imposed
by Example, Integrity and Transparency, Fairness, and stringent lockdown in a bid to contain the spread of the
Excellence (C-LIFE). disease. This in turn has forced companies to reconfigure
how their employees work and how their core business
Our strategic objective is to build a sustainable organization processes are supported and delivered. These events could
that remains relevant to the agenda of our clients, while cause companies to pause and reprioritize their spending
creating growth opportunities for our employees, generating on technology and business process outsourcing. However,
profitable growth for our investors and contributing to the it is becoming evident that companies that have previously
communities that we operate in. There are numerous risks digitized their operations have been more resilient.
and challenges affecting our business. These are discussed in Consequently, in the medium to long term, it is very likely
the ‘Risk factors’ section in this Annual Report. that businesses will continue to spend on technology-
related initiatives with a greater focus on automation,
I. Industry structure and developments remote working, cloud-based applications, optimization of
Software and computing technology is transforming legacy technology costs, etc. Several sectors are also seeking
businesses in every industry around the world in a profound technology-based solutions immediately to tackle the health
and fundamental way. The continued reduction in the unit and economic crises – notably in healthcare, life sciences,
cost of hardware, the explosion of network bandwidth, banking, telecommunications and essential retail.
advanced software technologies and technology-enabled
services are fueling the rapid digitization of business processes COVID-19
and information. The digital revolution is cascading across
industries, redefining customer expectations, automating
core processes and enabling software-based disruptive
market offerings and business models. This disruption is
characterized by personalized user experiences, innovative
products and services, increased business agility, extreme cost
performance and a disintermediation of the supply chain.
Leveraging technologies and models of the digital era to both “The COVID-19 pandemic has triggered all of us
extend the value of existing investments and, in parallel, to reflect on our individual lifestyles, our work
transform and future-proof businesses, is increasingly practices and the resilience of our businesses. We are
becoming a top strategic imperative for business leaders. feeling reassured of the well-being of our employees
From an IT perspective, the renewal translates to re-imagining globally and take great pride in the responsiveness
human-machine interfaces, extracting value out of digitized of our teams that rapidly enabled us to continue
data, building next-generation software applications and servicing our clients through these unprecedented
platforms, harnessing the efficiency of distributed cloud times. We are confident that we have the financial
computing, modernizing legacy technology landscapes and strength to endure the adverse economic impact of
the current crisis. Looking ahead, we firmly believe
strengthening information security and data privacy controls.
that innovative use of technology will be integral to
The fast pace of technology change and the need for technology helping global businesses navigate this crisis, and
professionals who are highly skilled in both traditional and we look forward to further strengthening our client
digital technology areas are driving businesses to rely on third partnerships in these times.”
parties to realize their business transformation. Several new
– U.B. Pravin Rao
technology solution and service providers have emerged over Chief Operating Officer and Whole-time Director
the years, offering different models for clients to consume
their solution and service offerings such as data analytics
companies, software-as-a-service businesses, digital design The World Health Organization declared a global pandemic
boutiques, and specialty business process management firms. of the Novel Coronavirus disease (COVID-19) on February
11, 2020. To prevent the rapid rise of infections, governments
Liabilities for accrued compensation to employees include the Advance client billings in excess of costs and earnings are
provision for bonus, accrued salaries, incentives and retention classified as unearned revenue.
bonus payable to the staff.
Withholding and other taxes payable represent local taxes
Payable for acquisition of business represents contingent payable in various countries in which we operate.
consideration payable to the sellers of certain acquired entities
Infosys has an obligation to fund any shortfall on the yield
depending on the achievement of certain financial targets.
of the trust’s investments over the administered interest rates
Financial liability under option arrangements represents on an annual basis. These administered rates are determined
redemption liability towards Stater and HIPUS acquisitions annually predominantly considering the social and economic
to purchase / sell the corresponding minority stake. factors in the past years. The actuary has provided a valuation
In accordance with Ind AS 32, Financial Instruments : for provident fund liabilities on the basis of guidance issued
Presentation, the Company had recorded a financial liability by the Actuarial Society of India.
of ` 1,202 crore for the obligation to acquire its own equity
Sensitivity analysis for significant defined benefit plans
shares to the extent of standing instructions provided to its
registered broker for the buyback as of March 31, 2019. The for fiscal 2020 over fiscal 2019
liability has been utilized towards buyback of equity shares We provide for gratuity, a defined benefit retirement plan
which was completed on August 26, 2019. (“the Gratuity Plan”) covering eligible employees. The
Accrued expenses represent amounts accrued for other Gratuity Plan provides a lump-sum payment to vested
operational expenses. Retention monies represent employees at retirement, death, incapacitation or termination
monies withheld on contractor payments, pending final of employment, of an amount based on the respective
acceptance of their work. employee’s salary and the tenure of employment.
Compensated absences are both accumulating and non-
accumulating in nature. The expected cost of accumulating
compensated absences is determined by actuarial valuation.
1. Revenue
The growth in our revenues in fiscal 2020 from fiscal 2019 is as follows :
in ` crore
Particulars Standalone Consolidated
2020 2019 % change 2020 2019 % change
Revenue 79,047 73,107 8.1 90,791 82,675 9.8
The increase in revenues was primarily attributable to fiscal 2019. For fiscals 2020 and 2019, 97.5% and 97.3%,
an increase in large deal wins and the volume across respectively, of our revenues came from repeat business, which
most of the segments. we define as revenues from a client that also contributed to
The revenues from digital and core services for fiscals 2020 our revenues during the prior fiscal.
and 2019 are as follows : On a consolidated basis, for the year ended March 31, 2020,
in ` crore approximately 97.4% were export revenues whereas 2.6%
Particulars Consolidated were domestic revenues, while for the year ended March
2020 2019 % change 31, 2019, 97.5% were export revenues whereas 2.5%
Digital revenue 35,617 25,797 38.1 were domestic revenues.
Core revenue 55,174 56,878 (3.0) The composition of currency-wise revenues for the years
ended March 31, 2020 and March 31, 2019 was as follows :
We have evaluated the impact of COVID-19 resulting from in %
(i) the possibility of constraints to render services which Currency Consolidated
may require revision of estimations of costs to complete the 2020 2019
contract because of additional efforts ; (ii) onerous obligations ; US Dollar 67.5 67.3
(iii) penalties relating to breaches of service-level agreements, UK Pound Sterling 4.9 5.0
and (iv) termination or deferment of contracts by customers. Euro 12.4 11.9
We have concluded that the impact of COVID-19 was not Australian Dollar 6.8 7.9
significant based on these estimates for fiscal 2020. Others 8.4 7.9
Revenue growth in reported terms includes impact of Total 100.0 100.0
currency fluctuations. We, therefore, additionally report the
revenue growth in constant currency terms, which represents Our revenues are generated principally from services
the real growth in revenue excluding the impact of currency provided either on a time-and-materials, unit of work,
fluctuations. We calculate constant currency growth by fixed-price, or fixed-timeframe basis. Revenue on time-and-
comparing current period revenues in respective local material and unit of work-based contracts, are recognized as
currencies converted to INR using prior-period exchange the related services are performed. Fixed price maintenance
rates and comparing the same to our prior-period reported revenue is recognized ratably either on a straight-line basis
revenues. Our revenues for fiscal 2020 in constant currency when services are performed through an indefinite number
grew by 9.8%. We added 376 new customers (gross) during of repetitive acts over a specified period or using a percentage
fiscal 2020 as compared to 345 new customers (gross) during of completion method when the pattern of benefits from the
2. Expenditure
Cost of sales – standalone
in ` crore
Particulars 2020 % 2019 % Growth %
Revenues 79,047 100.0 73,107 100.0 8.1
Cost of sales
Salaries and bonus 38,277 48.4 34,524 47.2 10.9
Cost of technical sub-contractors 8,446 10.7 7,646 10.4 10.5
Travelling cost 1,726 2.2 1,392 1.9 24.0
Cost of software packages for own use 809 1.0 789 1.1 2.5
Third-party items bought for service delivery to
clients 842 1.1 853 1.2 (1.3)
Communication cost 201 0.3 145 0.2 38.6
Short-term leases 34 – – – –
Operating lease payments – – 185 0.3 –
On a standalone basis, cost of sales was 66.8% of revenues, a consolidated basis, the cost of software packages was 1.1%
compared to 64.8% during the previous year. On a of the revenues for both the years.
consolidated basis, cost of sales was 66.9% of revenues, Third-party items bought for service delivery to clients
compared to 65.2% during the previous year. The cost of include software and hardware items.
efforts, comprising employee cost and cost of technical sub A large part of our revenues is generated from software
contractors, has increased as a percentage of revenue from development centers in India. We use high-end communication
57.6%% in fiscal 2019 to 59.1% in fiscal 2020 on a standalone tools to establish real-time connections with our clients.
basis and from 56.3% in fiscal 2019 to 57.5% in fiscal 2020 On a standalone basis, the communication costs represent
on a consolidated basis, on account of increase in volume, approximately 0.3% and 0.2% of the revenues for the year
increase in compensation, increase in usage of technical sub- ending March 31, 2020 and March 31, 2019 respectively.
contractors to meet the talent crunch and lower utilization On a consolidated basis, the communication costs represent
partially offset by improvement in onsite mix. approximately 0.3% of revenues for each of the years ended
On a standalone basis, the cost of technical sub-contractors March 31, 2020 and March 31, 2019.
included ` 2,824 crore towards the purchase of services from Under Ind AS 116, we recognized a ROU asset and a
subsidiaries for the year ended March 31, 2020, as against corresponding lease liability for all lease arrangements in
` 2,423 crore in the previous year. The details of such related which we are a lessee, except for leases with a term of 12
party transactions are available in Note 2.23 to the Standalone months or less (short-term leases). For these short-term
financial statements in the Annual Report. leases, we recognized the lease payments as an operating
On a standalone basis, the travelling cost representing the cost expense on a straight-line basis over the term of the lease.
of travel included in cost of sales constituted approximately The Group provides its clients with a fixed-period post-sales
2.2% and 1.9% of total revenue for the years ended March support on all its fixed-price, fixed-timeframe contracts. The
31, 2020 and March 31, 2019, respectively. On a consolidated Group estimates such costs based on historical experience and
basis, travelling cost for cost of sales constituted approximately estimates are reviewed on a periodic basis for any material
2.2% and 2.1% of total revenue for the years ended March changes in assumptions and likelihood of occurrence.
31, 2020 and March 31, 2019 respectively.
On a standalone basis, we provided ` 2,144 crore and ` 1,599
Cost of software packages primarily represents the cost of crore towards depreciation and amortization, representing
software packages and tools procured for our internal use. On 2.7% and 2.2% of total revenues for the years ended March 31,
a standalone basis, the cost of software packages was 1.0% 2020 and March 31, 2019, respectively. Depreciation for the
of revenues, compared to 1.1% during the previous year. On
On a standalone basis, other income for fiscal 2020 primarily Further, based on evaluation of proposals received and
includes income from investments of ` 1,731 crore, foreign progress of negotiations with potential buyers, the Company
exchange gain of ` 1,056 crore on translation of other assets concluded that the disposal group did not meet the
and liabilities, offset by a foreign exchange loss of ` 528 crore criteria for “Held for Sale” classification and accordingly,
on forward and options contracts. in accordance with Ind AS 105, Non-current Assets held for
During the previous year, other income primarily included Sale and Discontinued Operations, the assets and liabilities of
income from investments of ` 2,171 crore, a foreign exchange Panaya and Skava were included on a line by line basis in the
gain of ` 184 crore on forward and options contracts and consolidated financial statements for the year ended and as
foreign exchange gain of ` 144 crore on translation of other at March 31, 2019 and an adjustment in respect of excess of
assets and liabilities. carrying amount over recoverable amount on reclassification
from “Held for Sale” of ` 451 crore in respect of Skava was
On a consolidated basis, other income for fiscal 2020 recorded in the consolidated statement of comprehensive
primarily includes income from investments of ` 1,837 crore, income for fiscal 2019.
foreign exchange gain of ` 1,023 crore on translation of other
assets and liabilities, offset by a foreign exchange loss of ` 511 In the Standalone financial statements of the Company,
crore on forward and options contracts. a further reduction of ` 265 crore was recorded in respect
of Panaya during the year ended March 31, 2019 and on
During the previous year, other income primarily included reclassification of these investments from “Held for Sale”,
income from investments of ` 2,222 crore and a foreign the Company recognized an adjustment in respect of excess
exchange gain of ` 185 crore on forward and options contracts of carrying amount over recoverable amount of ` 469 crore
and foreign exchange gain of ` 133 crore on translation of in respect of Skava.
other assets and liabilities.
Interest income in fiscal 2020 has declined as compared 5. Provision for tax
to fiscal 2019 primarily due to a decrease in investable We have provided for our tax liability both in India and overseas.
base on account of the execution of the Capital Allocation The applicable Indian corporate statutory tax rate for the
Policy of the Company. years ended March 31, 2020 and March 31, 2019 is 34.94%.
We use foreign exchange forward and options contracts to hedge In India, we have benefitted from certain tax incentives that
our exposure against movements in foreign exchange rates. the Company has received for the export of software from
Finance cost is on account of adoption of Ind AS 116, units registered under the Software Technology Park (STP)
Leases. The lease payments are discounted using the interest Scheme and we continue to benefit from certain tax incentives
rate implicit in the lease or, if not readily determinable, for the units registered under the SEZ Act, 2005. However,
using the incremental borrowing rates in the country of the income tax incentives provided by the Government of
domicile of these leases. India for STP units have expired, and the income from all
of our STP units are now taxable. SEZ units, which began
Other income includes ` 250 crore and ` 259 crore for the year
providing services on or after April 1, 2005, are eligible for a
ended March 31, 2020 in the standalone and consolidated
deduction of 100% of profits or gains derived from the export
financial statements of the Company, respectively, towards
of services for the first five years from the financial year in
interest on income tax refund. For the year ended March 31,
which the unit has commenced the provision of services and
2019, the same was ` 50 crore and ` 51 crore at a standalone
50% of such profits or gains for further five years. Up to
and consolidated level, respectively.
50% of such profits or gains for further five years thereafter
Disposal group reclassified as “Held for Sale” is subject to the creation of a SEZ Re-investment Reserve
During the year ended March 2018, the Company initiated out of the profit of the eligible SEZ units and utilization of
identification and evaluation of potential buyers for its such reserve by the Company for acquiring new plant and
subsidiaries, Kallidus and Skava (together referred to as machinery for the purpose of its business as per the provisions
“Skava”) and Panaya, collectively referred to as the “disposal of the Income-tax Act, 1961. In the event, the Company is
group”. The disposal group was classified and presented not able to utilize the SEZ reserve for investment in plant and
separately as “Held for Sale” and was carried at the lower machinery within the timeline specified under the Income
of carrying value and fair value. During fiscal 2019, on Tax Act, Company will have to pay tax on the unutilized
remeasurement, the Company recorded a reduction in the reserve following the expiry of year specified. This would
fair value of disposal group held for sale amounting to ` 270 result in increase in tax cost.
crore in respect of Panaya. As a result of these tax incentives, a portion of pre-tax income
has not been subject to income tax. These tax incentives
The weighted average equity shares used in computing earnings per equity share are as follows :
Particulars Standalone Consolidated
2020 2019 2020 2019
Basic 427,70,30,249 436,82,12,119 425,77,54,522 434,71,30,157
Diluted 427,98,08,826 437,04,12,348 426,51,44,228 435,34,20,772
Our cash flows are robust and our operating cash flows have 10. Related party transactions
increased from ` 14,841 crore in fiscal 2019 to ` 17,003 These have been discussed in detail in Note 2.23 to the
crore in fiscal 2020 mainly on account of lower income tax Standalone financial statements in this Annual Report.
payments and higher income tax refunds. On account of
adoption of Ind AS 116, Leases, lease payments amounting 11. Events occurring after Balance Sheet date
to ` 571 crore are excluded from operating activities and There were no significant events that occurred after the Balance
included in financing activities resulting in an increase in Sheet date apart from the ones mentioned in ‘Material changes
cash inflow from operating activities. Our liquidity position and commitments affecting financial position between the
could be adversely affected if our ability to bill and/ or collect end of the fiscal and date of the report’ in Board’s report.
from our customers on time is impacted due to COVID-19
disruptions ; either due to disruptions on Indian operations 12. Key financial ratios
or at the customers’ end. In accordance with the SEBI (Listing Obligations and
Capital Allocation Policy Disclosure Requirements) (Amendment) Regulations, 2018,
the Company is required to give details of significant changes
Refer to Board’s report in this Annual Report for details on (change of 25% or more as compared to the immediately
our Capital Allocation Policy reviewed and approved on previous financial year) in key sector-specific financial ratios.
dated July 12, 2019.
The Company has identified the following ratios as key financial ratios :
Particulars Standalone Consolidated
2020 2019 2020 2019
Market capitalization to revenues (`) NA NA 3.0 3.9
Price / Earnings (times) NA NA 16.5 21.0
Days sales outstanding(1) – – 69 66
Liquid cash(2) as a % of total assets 26.3 32.7 29.4 36.2
Revenue growth (%) 8.1 18.0 9.8 17.2
Operating margin (%) 22.6 24.4 21.3 22.8
Net profit margin (%) 19.7 20.1 18.3 18.6
Basic EPS (`) 36.34 33.66 38.97 35.44
(1)
The Company does not track DSO at a standalone level.
(2)
Includes cash and cash equivalents and investments excluding investments in equity, preference and other securities
Ratios where there has been a significant change from V. Outlook, risks and concerns
fiscal 2019 to fiscal 2020 This section lists forward-looking statements that involve risks
Revenue growth, operating margin, net profit margin as and uncertainties. Our actual results could differ materially
well as change in basic EPS have been explained in the from those anticipated in these statements as a result of certain
relevant sections above. factors. Our outlook, risks and concerns are as follows :
The details of return on net worth at standalone and
Global health pandemic from COVID-19
consolidated levels are as follows :
related risks
Particulars Standalone Consolidated
2020 2019 2020 2019 The COVID-19 pandemic is a global humanitarian and health
Return on net crisis. The actions taken by various governments to contain
worth (%) 24.9 23.3 25.5 23.7 the pandemic, such as closing of borders and lockdown
restrictions, resulted in significant disruption to people and
Return on net worth is computed as net profit by average businesses. Consequently, market demand and supply chains
net worth. Net profit has increased from ` 15,404 crore to have been affected, significantly increasing the risk of a global
` 16,594 crore on a consolidated basis and from ` 14,702 economic recession. The pandemic has impacted, and may
crore to ` 15,543 crore on a standalone basis for the reasons further impact, all of our stakeholders – employees, clients,
explained above. Additionally, the buyback has resulted in an investors and communities we operate in. Further, due to
increase in return on net worth. the uncertainty surrounding this risk and the unavailability
Legal compliance Satisfy both the spirit and the letter of the
law in all our actions and disclosures
Our corporate governance framework ensures that we make As on March 31, 2020, the Board comprised eight members,
timely disclosures and share accurate information regarding consisting of one non-executive and non-independent
our financials and performance, as well as disclosures related chairman, two executive directors, and five independent
to the leadership and governance of the Company. directors. An independent director is the chairperson of
each of the Board committees – namely audit committee,
nomination and remuneration committee, stakeholders
relationship committee, risk management committee, and
corporate social responsibility (CSR) committee.
Independent directors
Men 75% 25% Women
62.5%
25% Foreign national
Non-executive and non-independent director,
and executive directors 75% Indian
37.5%
Non-executive and
non-independent director 2.6 1-2 years
Executive directors 4.2 >2-4 years
Independent directors 3.7 >4 years
The Board 3.7
Service on a public company board to develop insights about maintaining board and management
Board service and accountability, protecting shareholder interests, and observing appropriate governance practices
governance
Experience in developing strategies to grow sales and market share, build brand awareness and
equity, and enhance enterprise reputation
Sales and marketing
Experience in leading the sustainability and ESG visions of organizations, to be able to integrate
Sustainability, and these into the strategy of the Company.
Environment, Social and
Governance (ESG)
The details of the Board members are available in the following pages.
Age 64 Age 55
Date of appointment August 24, 2017 Date of appointment January 02, 2018
Board memberships – Indian listed companies Board memberships – Indian listed companies
Infosys Limited Non-executive and non- Infosys Limited Executive director
independent director Global directorships 2
Global directorships 5 Committee Member : Nil
Committee Member : Nil details as per
Chairperson : Nil
details as per Regulation 26 of
Chairperson : Nil Listing Regulations
Regulation 26 of
Listing Regulations Areas of expertise
Areas of expertise
Sustainability
Sustainability & ESG
& ESG
Profile available at https://www.infosys.com/about/
Profile available at https://www.infosys.com/about/ management-profiles/salil-parekh.html
management-profiles/nandan-nilekani.html
Age 58 Age 67
Date of appointment January 10, 2014 Date of appointment January 10, 2014
Retirement date December 11, 2021 Term ending date March 22, 2023
Age 62 Age 64
Date of appointment July 13, 2018 Date of appointment October 14, 2016
Term ending date July 12, 2021 Resigned on* April 20, 2020
Age 67 Age 57
Date of appointment July 14, 2017 Date of appointment January 14, 2016
Term ending date July 13, 2022 Term ending date January 13, 2021
Uri Levine
Additional and Independent Director
Nationality Israeli
Age 55
Shareholding Nil
Notes
• There are no inter-se relationships between our Board members. The Company doesn’t have any pecuniary relationship with any of the
non‑executive directors.
• In the committee details provided, every chairpersonship is also considered as a membership.
• Global directorships includes all listed, unlisted and private companies including Infosys Limited and its subsidiaries.
Indemnification agreements quarterly results and other items on the agenda, and also on
We have also entered into agreements to indemnify our the occasion of the AGM. Additional meetings are held when
directors and officers for claims brought against them to necessary. Independent directors are expected to attend at
the fullest extent permitted under applicable law. These least four quarterly Board meetings and the AGM. However,
agreements, among other things, indemnify our directors with the Board being represented by independent directors
and officers for certain expenses, judgments, fines and from various parts of the world, it may not be possible for
settlement amounts incurred by any such person in any each one of them to be physically present at all meetings.
action or proceedings, including any action by or in the right Hence, we provide video / teleconferencing facilities to enable
of Infosys Limited, arising out of such persons’ services as their participation. Committees of the Board usually meet the
our director or officer, expenses in relation to public relations day before the Board meeting, or whenever the need arises
consultation, if required. for transacting business. The Board members are expected to
rigorously prepare for, attend and participate in Board and
C. Board meetings applicable committee meetings. Each member is expected to
ensure their other current and planned future commitments
Scheduling and selection of agenda items for do not materially interfere with their responsibilities with us.
Board meetings Attendance of directors during fiscal 2020
The tentative dates of Board meetings for the next fiscal
are decided in advance and published in the Annual report During the year, eight Board meetings were held. These were
as part of Shareholder information. The Chairman and the held on April 11-12, 2019; May 15, 2019; June 22, 2019;
Company Secretary draft the agenda for each meeting, along July 11-12, 2019; October 10-11, 2019; November 06, 2019;
with explanatory notes, in consultation with the CEO & MD, January 09-10, 2020 and February 10, 2020.
and distribute these in advance to the directors. Every Board
member can suggest the inclusion of additional items in the
agenda. The Board meets at least once a quarter to review the
Chairperson Member
D. Sundaram
Chairperson and Financial Expert
The audit committee (“the Committee”) comprised of three independent directors as on March 31, 2020:
1. D. Sundaram, Chairperson and Financial Expert
2. Dr. Punita Kumar-Sinha
3. Michael Gibbs
Roopa Kudva, on completion of her tenure, retired as independent director and ceased to be a member of the Committee
effective February 03, 2020. On February 4, 2020, the Committee appointed Michael Gibbs as a member of the Committee.
The Company Secretary acts as the secretary to the Committee.
1. Objectives of the Committee Inviting members of the management, and at its discretion,
The primary objective of the Committee is to assist the external experts in legal, financial and technical matters,
Board with oversight of : to provide advice and guidance
i. The accuracy, integrity and transparency of the Company’s Reviewing its own charter, structure, processes,
financial statements with adequate and timely disclosures membership periodically, and recommending proposed
ii. Compliance with legal and regulatory requirements changes to the Board for approval
iii. The Company’s Independent Auditors’ Meeting at least four times in a year and not more than 120
qualifications and independence days shall elapse between two meetings
iv. The performance of the Company’s Independent Auditors
Providing periodic feedback and reports to the Board
and internal auditors
v. Acquisitions and investments made by the Company
Audit committee charter
2. Process adopted by the Committee to
In India, we are listed on the BSE Limited (BSE) and the
fulfill its objectives National Stock Exchange of India Limited (NSE). We are also
listed on NYSE in the US. In India, Regulation 18 of the
Ensuring an effective and independent internal audit Listing Regulations and in the US, the Blue Ribbon Committee
function, which works to provide assurance regarding the set up by the U.S. Securities and Exchange Commission
adequacy and operation of internal controls and processes (SEC) mandate that listed companies adopt an appropriate
intended to safeguard the Company’s assets, effective and audit committee charter. The Committee is guided by the
efficient use of the Company’s resources, and timely and charter adopted by the Board, available on the Company’s
accurate recording of all transactions website, at https://www.infosys.com/investors/corporate-
governance/Documents/audit-committee-charter.pdf. The
Meeting the Independent Auditor from time to time to
charter is reviewed annually and was last amended on April
discuss key observations relating to the financial statements
20, 2020, to keep it relevant to the current composition and
for the relevant period
functions of the Committee.
Providing an independent channel of communication
for the Chief Compliance Officer, internal auditor and
the Independent Auditor
D. Sundaram 6 6 100
Dr. Punita Kumar-Sinha 6 6 100
Michael Gibbs(1) 1 1 100
Roopa Kudva(2) 5 5 100
Attended in person Attended through video conference
Note :
The gap between two meetings did not exceed 120 days.
The Committee also held a meeting over conference call on February 7, 2020.
1. Appointed as member of the Committee effective February 04, 2020
2. Ceased to be a member of the Committee effective February 03, 2020
The Management shared the Company’s financial statements, prepared in accordance with the Indian
Accounting Standards (Ind AS) as specified under the Companies Act, 2013, read with the relevant
rules thereunder and International Financial Reporting Standards (IFRS) as issued by the International
Q
Accounting Standards Board, with the Committee.
Discussed with the auditors (whenever necessary, without the presence of members of the
Management) regarding the Company’s audited financial statements and sought the auditors’
judgment on the quality and applicability of the accounting principles, the reasonableness of
Q
significant judgments and the adequacy of disclosures in the financial statements
Reviewed with Independent Auditors the nature and scope of the audit, and reviewed the audit
engagement to ascertain adequacy and appropriateness
A
Reviewed the Management’s discussion and analysis of the financial condition and results of operations
A
Discussed with the auditors the matters required by Public Company Accounting Oversight Board
(PCAOB) Auditing Standard 1301, as adopted by the PCAOB in Rule 3200
A
Recommended the selection, evaluation, and where appropriate, replacement of the Independent
Auditors in accordance with the law. It also recommends to the Board the remuneration and terms of P
appointment of the internal, secretarial and Independent Auditors
Besides discussing the overall scope and plan for the internal audit and requirements of SEC, SEBI
and other regulatory bodies, the Committee also reviewed the adequacy and effectiveness of the Q
Company’s legal, regulatory and ethics compliance programs
Reviewed the significant transactions including related party transactions of the subsidiaries
Q
Granted omnibus approval for the related party transactions proposed to be entered into by the
Company during fiscal 2020
A
Reviewed and approved transactions of the Company with related parties and recommended to the
Board for approval as and when necessary
Q
Reviewed the performances of the acquired entities, approved and recommended the investments,
divestments and acquisitions made during the year for the approval of the Board
P
Reviewed the mechanism to track insider trading and also reviewed the legal and compliance updates
in addition to the investigations of the whistleblower complaints received during the year
Q
Reviewed and approved the revised Whistleblower Policy effective April 1, 2019, Capital Allocation
Policy effective July 12, 2019 and Insider Trading Policy effective October 11, 2019 and recommended P
the same to the Board for adoption
Reviewed, approved and recommended amendments to Related Party Transaction Policy, Dividend
Distribution Policy, Corporate Policy on Investor Relations and policy for determining materiality for
disclosure. The Committee also reviewed Treasury policy, covering instruments and foreign currency
P
hedges and approved appropriate amendments to the same.
The charter is reviewed periodically and amendments are recommended for the approval of the Board.
P
Sd/-
Mumbai D. Sundaram
April 20, 2020 Chairperson
Kiran Mazumdar-Shaw
Chairperson
The nomination and remuneration committee (“the Committee”) comprised three independent directors as on March 31, 2020 :
1. Kiran Mazumdar-Shaw, Chairperson
2. D. Sundaram
3. D.N. Prahlad
100% 3
Independence Members
Nomination and remuneration committee report for the year ended March 31, 2020
Sd/-
Kiran Mazumdar-Shaw
Chairperson
The CSR committee (“the Committee”) comprised two independent directors and a Whole-time Director as members
as on March 31, 2020 :
1. Kiran Mazumdar-Shaw, Chairperson
2. Dr. Punita Kumar-Sinha
3. U.B. Pravin Rao
On completion of her tenure as independent director, Roopa Kudva ceased to be a member of the committee
effective February 03, 2020.
67%
Foundation USA in identifying areas of CSR activities and
programs, and execution of the initiatives as per defined
Independence
3
guidelines. The Foundations update the Committee in Members
reporting the progress of deployed initiatives, and making
appropriate disclosures on a periodic basis.
Attendance details of the CSR committee are as follows:
4. Key highlights : Activities of Infosys Foundation 5. Key highlights : Activities of Infosys Foundation USA
• Supporting COVID-19 relief measures pan-India by • Supporting the work of Code.org, Teach for America
contributing to the PM CARES Fund, and helping hospitals, • Pathfinders program for professional development in
destitute, daily wage workers, and underprivileged sections computer science and maker education for K-12 public
of society school teachers
• Construction of a dharmashala at AIIMS, Jhajjhar • Expanding hands-on learning through #Infymakers and
• Providing training to teachers in Andhra Pradesh and #WhyImake initiatives
Odisha
• Flood relief efforts in Karnataka, Maharashtra, Assam and
Odisha
CSR committee report for the year ended March 31, 2020
The CSR report, as required under the Companies Act, 2013 for the year ended March 31, 2020 is attached as Annexure 7
to the Board’s report.
The committee, on a periodic basis, reviewed and approved the budget and disbursement for Infosys Foundation and Infosys
Foundation USA. The Committee ensures that at least 2% of the average net profits computed as mandated by Section 135 of
the Companies Act is spent for CSR activities in India. During the year, the CSR amount spent is over and above the requirement
prescribed under the statute.
Sd/-
CSR initiatives
The brief highlights of the initiatives undertaken by the Company, Infosys Foundation and Infosys Foundation USA are provided
as a part of this Annual Report and is provided in the following pages.
The last year has been extraordinary for many reasons. The challenging times we face today are
an opportunity to be of service to others, to come together as a nation, and to care for the less
fortunate around us. Despite the current situation, we are grateful to have made a deeper impact
last year through the work in our traditional focus areas such as education and destitute care, and
also establish multi-year meaningful partnerships in newer areas such as sports. The COVID-19 relief
work began early, a week before the national lockdown, and will continue as we chug along and
establish the new normal in our lives.
– Sudha Murty,
Chairperson, Infosys Foundation
On December 31, 2019, health authorities in China’s Wuhan The Foundation identified the immediate requirements at
city reported a cluster of viral pneumonia cases of unknown various hospitals engaged in the fight against COVID-19 and
cause. A month later, on January 30, 2020, the World stepped in to help. Medical equipment and infrastructure
Health Organization (WHO) declared the outbreak to be a such as ventilators, patient monitoring systems, viral
Public Health Emergency of International Concern. A little transport media, N95 masks, other masks, non-contact
over a month later, on March 11, 2020, WHO declared it a infrared thermometers, medical gas pipelines and gas
pandemic. As on May 17, 2020, the virus, COVID-19, has manifold systems and PPE kits have been provided pan-
affected more than 4.71 million people in 188 countries and India to hospitals. These include Command Hospital
has caused 3,15,000 deaths. (R&R) in Bengaluru, 7 Air Force Hospital in Kanpur, 11 Air
The first COVID-19 case in India was reported on January Force Hospital in Ghaziabad, Military hospital in Belgaum,
30, 2020 and the first death in India due to COVID-19 Chinmaya Mission Hospital, Bowring and Lady Curzon
happened on March 12. Medical College & Research Institute, Sri Jayadeva Institute
of Cardiovascular Sciences and Research in Bengaluru, and
On March 30, 2019, Infosys Foundation announced ` 100
Government Civil Hospital in Pune.
crore support for COVID-19 relief efforts. Of the amount
committed, ` 50 crore was donated to the PM CARES Fund • To ensure better access to food and nutrition for the poor
to supplement the government’s pan-India relief efforts. The Foundation also recognized the need to take care of the
The remaining contribution was utilized across poor and underprivileged, daily wagers whose livelihoods
three broad areas : were impacted. Provisions, supplies and hygiene kits were
arranged to reach such sections, and healthcare workers,
• To expand hospital capacity for treatment and enable
through many partner organizations. The contributions were
hospital stays for COVID-19 patients, especially the poor,
delivered through Sri Ramakrishna Sevashrama, Pavagada,
across India
Karnataka; Deseeya Sevabharathi, Kerala; Arpan Trust,
The Foundation helped set up a 100-bed quarantine facility Chandigarh; Ramakrishna Mission, Karnataka, Meghalaya
for patients in Bengaluru in collaboration with Narayana and Arunachal Pradesh; The Akshaya Patra Foundation,
Health City (NHC). The facility, located near NHC, aimed at pan-India; NASSCOM Foundation, Karnataka, Maharashtra,
serving patients belonging to economically weaker sections, Telangana and NCR; Maha Vimochana Trust, Chennai; CII
will provide, besides accommodation, regular monitoring by Foundation, Maharashtra; Deenabandhu Trust, Karnataka;
doctors and nurses, and essential medication, free of cost. South Western Railways, Hubballi; Police Department,
Further, the Foundation also helped establish a 182-bed Mangalore Zone; Rama Vikas Society, north Karnataka; Seva
quarantine facility for the Bowring and Lady Curzon Medical Bharathi, Theni, Tamil Nadu; Rashtriya Sewa Bharati, pan-
College & Research Institute, Bengaluru. The BBMP Super India; Mysore Zoo, CUPA, Sarvoham Trust and the Voice of
Specialty hospital on the institute’s premises was converted Stray Dogs (towards feeding of animals).
into a COVID-19 hospital. The Foundation procured and
installed all the equipment required, and also supplied all
the infrastructure, including furniture and fittings. Two
ambulances were also provided.
• To provide ventilators, testing kits and personal protective
equipment (PPE) like masks, and other protective gear for
frontline healthcare workers
Infosys Foundation Vishram Sadan at AIIMS, Jhajjar, will offer accommodation for underprivileged cancer patients and their families.
From 9.8 lakh cases in 2010, cancer is estimated to affect 11.5 The construction is taking place close to the hospital and
lakh people in India in 2020, according to a report by the its OPD blocks. AIIMS, Jhajjar is providing the land and the
Indian Council for Medical Research. Another report by the costs towards water and electricity, and the Foundation is
World Health Organization from February 2020 estimates that bearing the construction costs. The 10-storeyed structure
one in 10 Indians will develop cancer during their lifetime. will be built over 25,200 sq.m. The plan proposes a mix of
dormitory rooms (floors 1-5) and private rooms (floors 6-8)
All the studies point towards a rising numbers of cases, which
with a common dining facility, pharmacy, and utility stores
in turn puts increasing pressure on the already constrained
on the ground floor.
healthcare infrastructure of the country. Even if a patient
manages to travel from his / her village to get specialized Dr. Harsh Vardhan, the Union Minister for Health and Family
treatment in the city, problems of finding temporary Welfare, laid the foundation of the project on November 14,
accommodation often leads to them discontinuing the 2019. It is expected to be completed by 2022.
treatment and going back.
At the National Cancer Institute (NCI) of the All India Institute
of Medical Sciences (AIIMS), Jhajjar, underprivileged cancer
patients often have to look for temporary shelters along with
family members who accompany them. To support such
families, Infosys Foundation collaborated with the hospital
to build an 800-bed dharmashala inside the campus.
The NCI, AIIMS – New Delhi (Jhajjar campus) is one of
the largest flagship projects of the Government of India.
Established as the apex center for translational research The 800-bed dharmashala is expected to be completed by 2022.
in cancer care and prevention, NCI has 710 patient care
beds, 25 operation theaters, 1,500 accommodation units, Every day, more than 100 patients, mostly from low-income
state-of-the-art diagnostics, advanced radiation treatment households, visit NCI for treatment. Family members
facilities, and much more. accompanying them have a hard time finding affordable
accommodation close to the hospital. Infosys Foundation
The cyclical nature of the treatment means that cancer
Vishram Sadan will not only save these families the
patients often have to make daily visits to the hospital for
money they would otherwise have to spend on travel and
long stretches, during which they need accommodation for
accommodation, but also ensure that they can focus on the
themselves and their families. Infosys Foundation Vishram
treatment and well-being of the ailing person – a realization
Sadan aims to provide shelter for such underprivileged
that brings immense satisfaction to Infosys Foundation.
patients and their attendants.
Infosys Foundation has been supporting Agastya Foundation’s teacher training program since 2014.
In a world where requirements of specialized knowledge The constructivist approach, recommended by the National
are constantly changing, upskilling is the new buzzword. Curriculum Framework, 2005 and the National Curriculum
Upskilling is not applicable only to people in the technological Framework for Teacher Education, 2009, recognizes the
sector, it is imperative for the services sector too, especially student as an active constructor of knowledge rather than
education. Teachers need to engage in upskilling programs to being a passive receiver of information. In this approach,
equip themselves with the tools required to educate students the teacher provides learning experiences for students to
every year in a changing landscape. For Infosys Foundation, construct their own knowledge. The constructivist approach
higher education and training have been the vehicles for in science teaching through hands-on and minds-on activities
engineering social change through individual enablement. provides opportunities for students to develop skills such
Agastya International Foundation turned out to be the as observation, hypothesizing, experimentation, analysis,
ideal partner for the Foundation to realize its goals in this inference and communication – which are essential tools in
area. Agastya has been successfully conducting the Acharya constructing knowledge.
Initiative, a constructivism-based teachers’ training among The training program includes a four-day residential
government school science and math teachers since 2014. workshop with sessions to provide teachers with an
The Foundation was quick to step in with a corpus fund when understanding of knowledge construction by students,
approached about a long-term grant towards facilitating more comprehension of its pedagogical significance in actual
such workshops accommodating a larger number of teachers, classrooms, and opportunities to revise their procedures
and began supporting Agastya’s teacher training program and try out constructivism in their classrooms. To further
from 2014. The grant has ensured support through the years promote hands-on experiential learning, the residential
and has helped train 2,918 government schoolteachers till training also includes modules on ‘Make Your Own Lab’ –
date through its innovative ‘constructivist’ sessions and ‘Make low-cost kits teachers can use in classrooms as powerful tools.
your Own Lab’ modules in Maharashtra, Odisha and Andhra To encourage the implementation of these techniques, the
Pradesh. This year (2020-21), the target is to train 2,625 Acharya Initiative team also conducts follow-up workshops
teachers from these regions. in clusters near schools.
The corpus fund has also supported a Mobile Science Lab for Both Foundations believe that curiosity can lead to creativity,
Agastya. Agastya also helped establish a science center in JE creativity to inventions, inventions to innovation, innovation
Society Athani, Karnataka with the Foundation’s help. The to higher productivity, and higher productivity to prosperity.
mobile lab and the science center have together benefitted Infosys Foundation’s emphasis on equitable access and
21,500 students in the past five years through 1,72,000 opportunities for higher education to all students found
exposures (one exposure is equal to a two-hour session). a common chord with Agastya, who sees transforming
government schoolteachers as the means to these ends. The
benefits are for the next generation of learners to reap.
136 | Corporate governance report Infosys Annual Report 2019-20
Healthcare
Beneficiary:
Jan Chetna Manch, Bokaro
Infosys Foundation contributed to the operations of the health center run by Jan Chetna Manch, Bokaro.
The theme for International Women’s Day 2020 was Each for construction of a new 30-bed health center. The Foundation’s
Equal. While we talk about the pay gap between genders and funding came in handy to continue providing healthcare
opportunities that remain out of reach for women, we often to many more women.
overlook an area where discrimination is clear and present – Since getting the Foundation’s support last year, JCMB bought
and that is in the area of health. an additional ambulance for the center and improved the
Jan Chetna Manch, Bokaro (JCMB) has been working for facilities in the women’s health center. More than 5,800
several years on women’s health, financial independence and consultations were conducted in the center and outreach
empowerment in rural areas around the steel-manufacturing clinics, and more than 850 women were admitted for
town of Jharkhand. The area of its work resonated treatment at the center from June to December 2019.
strongly with the Infosys Foundation’s efforts in women’s
empowerment, and an association was quick to form.
JCMB, founded in 1994-95, is based in the Chandankiyari
block of the Bokaro district of Jharkhand. Its work is largely
in the villages of this block and the neighboring Chas
block. Focusing on women’s health and empowerment,
the organization now has more than 8,000 members in its
self-help groups (SHGs).
One of the earliest demands of the SHG members was better
health for themselves, especially during pregnancy and
childbirth. Thus, in 1997, the first Women’s Health Centre
The Foundation’s support helped JCMB improve facilities
was established, financially supported by the SHGs. Over the at the health center.
years, the center expanded and now provides antenatal care
to around 1,600 women and childbirth services to more than In areas such as Bokaro, quality health services are not easily
1,000 women per year. This year, Infosys Foundation made a accessible. The ones that are, are expensive. Organizations
significant contribution to the operations of the health center. such as JCMB make a huge difference to the villagers of the
The current center has 12 beds for admitting women, a two- region, especially the women. Infosys Foundation envisions
bed baby room, an operation theatre, laboratory, pharmacy, a future where health services are not a luxury for anyone,
two ambulances and a clinic. JCMB has a team of eight but a basic amenity, and hopes that this partnership will be a
community health workers and 70 health guides (swasthya step towards that goal.
sakhis) who reach out to a population of nearly one lakh,
spread over 100 villages. JCMB has now almost completed the
Infosys Foundation’s support has helped Avanti Fellows run five schools in three states.
Established in 2010, the mission of Avanti Fellows has 20 years of research at Harvard University. It focuses on
been to help students from low-income groups studying in students taking ownership of their learning through debate,
government schools, to achieve stable, high-paying careers in collaborative problem-solving, and testing, supported by
STEM (Science, Technology, Engineering and Mathematics). structured digital and printed study materials. The approach
This award-winning non-profit has helped over 40,000 has been very successful in facilitating a switch from didactic
students across four government school systems in Haryana, “chalk and talk” teaching to peer-to-peer instruction. It has
Jawahar Navodaya Vidyalayas (JNVs), Chennai Municipal also made effective use of technology to equip teachers and
Corporation, and Jharkhand in the last eight years. students with minute-by-minute lesson plans and leveled
Infosys Foundation has been partnering with them since learning materials.
2014 and the collaboration has helped Avanti scale to new The partnership has helped underprivileged students get
geographies while sustaining the current interventions. access to quality STEM education and achieve their dreams
of getting admission to the Indian Institute of Technology
(IITs) and National Institute of Technology (NITs). The
grant has also helped the team add medical coaching classes
into the program, which has allowed students to sit for
the NEET examination and reach the best government-
run medical colleges.
The association started with the Foundation funding Avanti’s
JNV program in 2014. Avanti had been working with the
JNV school system from earlier, but with the help of the
Foundation grants, the team has been able to expand to new
schools and states. At present, the Foundation’s support helps
The partnership has helped over 1,000 students get access to run five schools in Karnataka, Maharashtra, and Odisha.
quality STEM education. For students who cannot afford expensive coaching in
Avanti Fellows’ project with the Foundation runs on a unique advanced Math and Science, Avanti Fellows, aided by Infosys
“peer learning” pedagogy, which has been developed after Foundation, has been a huge help. Over 50% of Avanti
students have been clearing the IIT JEE and NEET every year.
D.N. Prahlad
Chairperson
The risk management committee (“the Committee”) comprised four independent directors as on March 31, 2020 :
1. D.N. Prahlad, Chairperson
2. Kiran Mazumdar-Shaw
3. D. Sundaram
4. Michael Gibbs
D.N. Prahlad 4 3 75
D. Sundaram 4 4 100
Kiran Mazumdar-Shaw 4 3 75
Michael Gibbs 4 4 100
Attended in person Leave of absence
In addition to the above, the Committee constituted the cybersecurity sub-committee with D.N. Prahlad and Michael Gibbs
as its members in April 2019. The main objective of the sub-committee is to assess the cyber risk at Infosys and improvise the
security systems. The sub-committee meets periodically and recommends its findings, if any, to the risk management committee.
Risk management committee report for the year ended March 31, 2020
Activities of the Committee during the year Frequency
Reviewed and approved the Enterprise Risk Management Framework of the Company
A
Assessed risks to the effective execution of business strategy. Tracked trend lines of top strategic,
operational and compliance-related risks, the likelihood of their occurrence, potential impact and Q
progress of mitigation actions
Reviewed risks in market and client-specific demand environment
P
Reviewed risks and mitigation actions to strategic programs covering sales, cost optimization,
automation, employee engagement and retention
P
Reviewed the framework to assess potential risks in client and vendor contracts, approval processes
and consequent management policies
P
Reviewed service delivery risks in critical client engagements
P
Assessed counter party credit risk assessment framework and severity of exposure in receivables
Q
Reviewed the Company’s information security and data privacy policies, system controls, GDPR and
similar regulation requirements, risks and progress of mitigation actions
Q
Assessed risks arising from the COVID-19 pandemic and the Company’s response, especially for
employee well-being, business continuity, financial resilience and potential legal exposures
P
Submitted regular reports and recommendations to the Board with respect to risk management and
mitigation procedures
Q
Reviewed and reassessed the adequacy of the Committee’s charter and recommended any proposed
changes to the Board for approval
P
Sd/-
Note: The risk-related information outlined in this section may not be exhaustive. The discussion may contain statements that are
forward-looking in nature. Our business is subject to uncertainties that could cause actual results to differ materially from those reflected
in the forward-looking statements. If any of the risks materializes, our business, financial conditions or prospects could be materially and
adversely affected. Our business, operating results, financial performance or prospects could also be harmed by risks and uncertainties
not currently known to us or that we currently do not believe are material. Readers are advised to refer to the detailed discussion of risk
factors and related disclosures in our regulatory filings, and exercise their own judgment in assessing risks associated with the Company.
Our Enterprise Risk Management (ERM) function enables of primary risks, secondary risks, consequential risks and
the achievement of the Company’s strategic objectives by residual risks. The ERM function also enables effective
identifying, analyzing, assessing, mitigating, monitoring and resource allocation through structured qualitative and
governing any risk or potential threat to these objectives. While quantitative risk impact assessment and prioritization based
this is the key driver, our values, culture and commitment to on our risk appetite.
stakeholders – employees, customers, investors, regulatory Our ERM framework encompasses all of the Company’s
bodies, partners and the community around us – are the risks such as strategic, operational, and legal & compliance
foundation for our ERM framework. risks. Any of these categories can have internal or external
The systematic and proactive identification of risks, and dimensions. Hence, appropriate risk indicators are used to
mitigation thereof, enables our organization to boost identify these risks proactively. We take cognizance of risks
performance with effective and timely decision-making. faced by our key stakeholders and their cumulative impact
Strategic decisions are taken after careful consideration while framing our risk responses.
Strategy and strategy execution Risks arising out of the choices we have made in defining
our strategy and the risks to the successful execution of
our strategy are covered in this category. For example, risks
inherent to our industry and our competitiveness are analyzed
and mitigated through strategic choices of target markets, our
market offerings, business model and talent base.
Operational Risks affecting our policies, procedures, people and systems,
thereby impacting service delivery or operations, or
compromising our core values or business practices are covered
in this category. For example, risks such as inefficiencies
in internal processes, business activity disruptions due to
natural calamities, human conflicts, system failures and
cybersecurity attacks.
Legal and compliance Risks arising out of threats posed to our financial,
organizational, or reputational standing resulting from
litigations, non-conformance with laws, regulatory or geo-
political developments, codes of conduct and contractual
compliances are covered in this category.
s
Legal and compliance
isk
mission assessment control implementation Committee (RMC)
fr
Delivery
culture
Level 2 Risk Risk councils
Sales
Residual risk assessment
Level 3 Risk and decision-making Office of
Opportunity
Strategic and risk management
stakeholder
Level 4 Risk
goals
s
Sub-risk councils
p
Auditing, monitoring
ou
gr
Level 5 Risk and reporting
ct
pa
Unit risk councils
Im
Derived Granularity
goals Risk governance Project and
and disclosures account risk teams
iGRC platform
Details of additional risk factors have been provided under Management’s Discussion and Analysis section of this Annual Report.
Deepak Padaki
EVP and Group Head – Corporate
Strategy, and Chief Risk Officer
The stakeholders relationship committee (“the Committee”) comprised two independent directors and a whole-time director
as on March 31, 2020 :
1. Dr. Punita Kumar-Sinha, Chairperson
2. D.N. Prahlad
3. U.B. Pravin Rao
On completion of her tenure as independent director, Roopa Kudva ceased to be the chairperson and member of the Committee
effective February 03, 2020. Dr. Punita Kumar-Sinha was appointed as the Chairperson of the Committee and U.B. Pravin Rao
was inducted as a member of the Committee effective February 4, 2020.
The Board has appointed A.G.S. Manikantha, Company Secretary, as the Compliance Officer, as required under the Listing
Regulations and the Nodal Officer to ensure compliance with the IEPF rules.
4. Stakeholder information
A. Shareholding mode as on March 31, 2020 B. Complaints received during the year ended March 31, 2020
2,507
1,729
1,286
1,286
Dematerialized Physical
Complaints received
2018(1) 2019 2020 Resolved
Dividend / Annual report related / Others
queries.
Sd/-
Shareholder information
The information relevant for shareholders of the Company is provided in the following pages.
Corporate
Infosys was incorporated in Pune, in 1981, as Infosys The share data mentioned before is unadjusted for stock split
Consultants Private Limited, a private limited company under and bonus shares. In July 2003, June 2005 and November
the Companies Act, 1956. In 1983, the corporate headquarters 2006, we issued secondary-sponsored American Depositary
were relocated to Bengaluru. The name of the Company was Receipts (ADRs) of US$ 294 million, US$ 1.1 billion and
changed to Infosys Technologies Private Limited in April US$ 1.6 billion, respectively.
1992 and to Infosys Technologies Limited in June 1992, when During fiscal 2012, the name of the Company was changed
the Company became a public limited company. We made an from Infosys Technologies Limited to Infosys Limited to mark
initial public offering in February 1993 and were listed on the transition from being a technology services provider to a
stock exchanges in India in June 1993. Trading opened at business transformation partner to our clients.
` 145 per share, compared to the IPO price of ` 95 per share.
In October 1994, we made a private placement of 5,50,000 During fiscal 2013, we delisted our ADSs from NASDAQ,
shares at ` 450 each to Foreign Institutional Investors (FIIs), and listed them in the New York Stock Exchange (NYSE),
Financial Institutions (FIs) and body corporates. Euronext London and Euronext Paris. During fiscal 2019,
the Company voluntarily delisted from Euronext London and
In March 1999, we issued 20,70,000 American Depositary Paris due to low trading volume.
Shares (ADSs) (equivalent to 10,35,000 equity shares of par
value ` 10 each) at US$ 34 per ADS under the ADS Program, Infosys equity shares and ADSs are listed on NSE and BSE
and these ADSs were listed on the NASDAQ National Market. in India and in NYSE respectively under the symbol “INFY”.
14,000
12,000
No. of shares
10,000
8,192
8,000
6,000
4,096
4,000
2,048
2,000 256 1,024
1 2 4 8 16 32 64 128
0
Prior to
1986 1989 1991 1992 1994 1997 1999 2000 2005 2007 2015 2016 2019
1986
Bonus Bonus Bonus Bonus Bonus Bonus Bonus Stock Bonus Bonus Bonus Bonus Bonus
Split
1:1 1:1 1:1 1:1 1:1 1:1 1:1 2:1 3:1 1:1 1:1 1:1 1:1
Corporate action
Note : The above graph depicts the increase in the number of Infosys shares as a result of the Company’s bonus issues over the years and a stock split
in 2000 in the ratio of 2:1. For example, if the investor / shareholder held one share in 1986 prior to the bonus issue and continued to hold it,
he would have 16,384 shares today owing to the bonus share issues and stock split.
Unclaimed dividend
Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“the Rules”), mandates that companies transfer dividend that has remained unclaimed for
a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further,
the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more be
transferred to the IEPF.
In order to educate the shareholders and with an intent to protect their rights, the Company also sends regular reminders to
shareholders to claim their unclaimed dividends / shares before it is transferred to IEPF. Shareholders may note that both the
unclaimed dividends and corresponding shares transferred to IEPF, including all benefits accruing on such shares, if any, can
be claimed from IEPF following the procedure prescribed in the Rules. No claim shall lie in respect thereof with the Company.
Dividend remitted to IEPF during the last three years
Fiscal Type of dividend Dividend declared on Date of transfer to IEPF Amount transferred to IEPF (`)
2019-20 Interim 2012-13 October 12, 2012 November 19, 2019 67,14,375
2019-20 Final 2011-12 June 09, 2012 July 19, 2019 1,23,64,864
2018-19 Interim 2011-12 October 12, 2011 November 16, 2018,
March 26, 2019(1) 69,18,540
2018-19 Final 2010-11 June 11, 2011 July 16, 2018 68,70,340
2017-18 Interim 2010-11 October 15, 2010 November 20, 2017 1,45,91,560
2017-18 Final 2009-10 June 12, 2010 July 17, 2017 58,56,210
The amounts transferred during the year to IEPF also include bank credits received pursuant to the cancellation of demand drafts beyond the validity
(1)
period. The banks have cancelled the issued demand draft in accordance with the SEBI circular dated April 20, 2018 on “Strengthening the Guidelines
and Raising Industry Standards for RTA, Issuer companies & Banker to an issue”. Apart from the above, the Company has also transferred ` 16,31,056
during fiscal 2019 pertaining to previous years.
Shares transferred to IEPF Our operations are spread across 220 locations in 46
During the year, the Company transferred 4,473 and countries. We do not have any manufacturing plants, but
3,951 shares on August 14, 2019 and December 17, 2019 have development centers and offices in India and overseas.
respectively due to dividends unclaimed for seven consecutive Visit https://www.infosys.com/investors/reports-filings/
years, in accordance with IEPF rules. During the year, the Documents/global-presence2020.pdf for details related to
Company received applications from shareholders for our global locations.
claiming shares from IEPF. The IEPF has settled applications Investor services
pertaining to 656 shares to respective shareholders. IEPF
holds 2,84,487 shares as on March 31, 2020 on account of Tentative calendar
transfer of shares under IEPF Rules. Quarter Board Trading window closure
ending meeting and
Financial year earnings
The Company’s financial year begins on April 1 release date
and ends on March 31. Jun 30, 2020 Jul 15, 2020 Jun 16, 2020 to Jul 17, 2020
Sep 30, 2020 Oct 14, 2020 Sep 16, 2020 to Oct 16, 2020
Registered office and global locations Dec 31, 2020 Jan 13, 2021 Dec 16, 2020 to Jan 15, 2021
The address of our registered office is Electronics City, Hosur Mar 31, 2021 Apr 14, 2021 Mar 16, 2021 to Apr 16, 2021
Road, Bengaluru 560100, Karnataka, India.
shareholders on October 11, 2019, having record date on October 24, Investor conferences / events held during the year
2019 and paid on October 30, 2019.
Q1 Q2 Q3 Q4
Dematerialization of shares and liquidity Conferences 2 4 4 2
Infosys shares are tradable in the electronic form only. We Non-deal
have established connectivity with the National Securities roadshows 2 2 4 4
Depository Limited (NSDL) and Central Depository Company
Services (India) Limited (CDSL) through KFin Technologies events 1 1 2 1
Private Limited, the Company’s Registrar and Transfer Total 5 7 10 7
Agents (RTA). The International Securities Identification
Number (ISIN) allotted to our shares under the Depository Green initiative
System is INE009A01021. Being a global leader in the area of sustainable business
As on March 31, 2020, 99.86% of our shares were held in practices, Infosys believes in driving environmental initiatives
dematerialized form and the rest in physical form. and also empower its stakeholders. The Company requested
We were the first company in India to pay a one-time custodial its shareholders to join in its endeavor to conserve resources
fee of ` 44.43 lakh to NSDL. Consequently, our shareholders by updating relevant information for receiving online
do not have to pay depository participants the custodial fee communication and dividend payout. Shareholders holding
charged by NSDL on their holding. shares in dematerialized mode have been requested to register
their email address, dividend bank account details and mobile
Shares held in demat and physical mode (folio-based) as on number with their depository participants. Those holding
March 31, 2020 are as follows : shares in physical mode have been requested to furnish their
Category Number of % to total email address, bank account details and mobile number with
cases(1) shares equity the Company’s RTA, at [email protected]. Updating
Demat mode 11,79,201 425,31,69,502 99.86 all the relevant information will enable shareholders to receive
Physical communications and dividends on time. Besides, every year,
mode 332 58,23,064 0.14 the Company ensures that electronic copies of the Annual
Grand total 11,79,533 425,89,92,566 100.00 Report and the Notice of the AGM are sent to all members
whose email addresses are registered with the Company /
The total number of cases will not tally with the number of shareholders,
(1)
since shareholders can have multiple demat accounts with the same depository participant(s). During the year, the Company took
PAN. The number of shareholders based on PAN as on March 31,2020 the help of the depository (NSDL) to contact the shareholders
is 11,34,263. who have not registered their email address and requested
SEBI, effective April 01, 2019, barred physical transfer of them to update their email address. In the last three months,
shares of listed companies and mandated transfers only nearly 9,000 shareholders registered their email address and
through demat. However, investors are not barred from opted to receive all communications electronically instead of
holding shares in physical form. physical intimations.
We request shareholders whose shares are in the physical Investor grievances and investor contacts
mode to dematerialize their shares and update their bank We have a Board-level stakeholders relationship committee
accounts and email IDs with the respective depository to examine and redress complaints by shareholders and
participants to enable us to provide better service. investors. The status of complaints is reported to the entire
Investor awareness Board. The stakeholders relationship committee meets as
often as required to resolve shareholder grievances.
We have provided a synopsis of the rights and responsibilities
of shareholders on our website, https://www.infosys.com/
investors/shareholder-services/pages/faqs.aspx.
150 | Corporate governance report Infosys Annual Report 2019-20
We attended to most of the investors’ grievances and postal / Legal proceedings
electronic communications within a period of seven days from There are certain pending cases related to disputes over title
the date of receipt of such grievances. The exceptions have to shares in which we had been made a party. However, these
been for cases constrained by disputes or legal impediments. cases are not material in nature.
Shareholders may note that the share transfers, dividend
payments and all other investor-related activities are attended Commodity price risk, foreign exchange risk and
to and processed at the office of the Company’s RTA. hedging activities
For any grievances / complaints, shareholders may contact the The Company had no exposure to commodity and commodity
RTA, KFin Technologies Private Limited. For any escalations, risks in fiscal 2020. For details of foreign exchange risk
shareholders may write to the Company at investors@ and hedging activities, please refer to the Management’s
infosys.com and for queries on dividend tax, write to us on Discussion and Analysis.
[email protected]. The addresses and contact details Paid-up capital
for investor queries, RTA, depositary banks, depositories for
equity shares in India and stock exchanges are provided at Shareholding pattern
the end of the Annual Report. During the year, the total shareholding of the Company
changed due to ESOP allotment and buyback of shares. The
Change in name of Company’s RTA total shareholding as on March 31, 2020 was 425,89,92,566.
The name of the Company’s RTA is changed to KFin
The date-wise details of buyback extinguishment and
Technologies Private Limited from Karvy Fintech Private
ESOP allotments are provided in Additional Information
Limited effective December 5, 2019. The Company has
available on our website.
communicated this information to the stock exchanges and
also made it available on the Company’s website.
The listing fees for fiscal 2020 have been paid for all of the
above stock exchanges in India and overseas.
ISIN Code for ADS : US4567881085
The volume traded / outstanding shares (%) in the last three fiscals is as follows :
Fiscal Volume (BSE) Volume (NSE) Volume (BSE +NSE)
2019-20 4 66 70
2018-19 4 57 61
2017-18 5 69 74
Note : The number of shares outstanding was 351,96,91,384 as of March 31, 2020. ADSs have been excluded for the purpose of this calculation.
(`) (%)
1,000 7.0
800 5.0
600 3.0
400 1.0
200 (1.0)
0 (3.0)
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
ADS(`) 754.71 720.95 738.43 768.47 797.81 817.15 728.38 700.86 717.74 766.07 789.39 643.62
Equity(`) 743.07 720.38 744.37 761.28 787.19 812.66 730.98 702.93 720.67 760.46 782.28 642.56
Premium/
(Discount) 1.6% 0.1% -0.8% 0.9% 1.3% 0.6% -0.4% -0.3% -0.4% 0.7% 0.9% 0.2%
Note : Represents monthly average of closing prices of our ADSs listed on NYSE compared to monthly average of closing prices of our equity shares
listed on NSE.
Outstanding ADSs
Our ADSs, as evidenced by ADRs, are traded in the US on the NYSE under the ticker symbol ‘INFY’. The currency of trade of
ADS in the US is USD. Each ADS is represented by one equity share. The ADRs evidencing ADSs began trading on the NYSE,
New York, from December 12, 2012. As on March 31, 2020, there were 95,379 record holders of ADRs evidencing 73,93,01,182
ADSs (1 ADS = 1 equity share).
120
110
100
90
80
70
60
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
Infosys NIFTY 50
Note: Infosys share price and NSE Nifty 50 index values on April 1, 2019 have been baselined to 100.
120
110
100
90
80
70
60
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
Note: Infosys share price and S&P BSE Sensex (Sensex) values on April 1, 2019 have been baselined to 100.
Participation and voting at 39th AGM in the newspaper declaring the details and requirements as
Pursuant to the General Circular numbers 20/2020, 14/2020, mandated by the Act and applicable rules.
17/2020 issued by the Ministry of Corporate Affairs and Voting rights are reckoned on the paid-up value of the shares
Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 registered in the names of the members as on the cut-off date.
issued by SEBI, the 39th AGM of the Company will be held Members who want to exercise their votes by physical postal
through video-conferencing and the detailed instructions for ballot are requested to return the forms, duly completed and
participation and voting at the meeting is available in the signed, to the scrutinizer on or before the close of the voting
notice of the 39th AGM. period. Those using the e-voting option are requested to vote
before the close of business hours on the last date of e-voting.
Postal ballot
The scrutinizer completes his scrutiny and submits his
For matters which are urgent and require shareholders’ report to the Chairman, and the consolidated results of the
approval in the period between the AGMs, the Company voting are announced by the Chairman / authorized officer.
seeks the approval of shareholders through postal ballot. In The results are also displayed on the Company website,
compliance with Sections 108 and 110 and other applicable www.infosys.com, besides being communicated to the stock
provisions of the Companies Act, 2013, read with the related exchanges, depository and registrar and share transfer agent.
Rules, the Company also provides electronic voting (e-voting) The last date for the receipt of postal ballot forms or e-voting
facility to all its members. For this purpose, the Company is the date on which the resolution would be deemed to have
has engaged the services of NSDL. Parameshwar G. Hegde of been passed, if approved by the requisite majority.
Hegde & Hegde, Practicing Company Secretaries, has acted
as the scrutinizer for past postal ballots and e-voting. Compliance with global guidelines & standards
During the year, the Company did not pass any special resolution and corporate governance codes
through postal ballot. The details of the previous postal Infosys has been a front-runner in complying with global best
ballots are available on the website, at https://www.infosys. practices in corporate governance such as:
com/investors/shareholder-services/postal-ballot.html.
• The Cadbury Report in the UK in 1992
Procedure for postal ballot • The Sarbanes-Oxley Act, 2002
Postal ballot notices and forms are dispatched, along with • The Consumer Protection Act
postage-prepaid business reply envelopes to registered • Euroshareholders Corporate Governance Guidelines, 2000
members / beneficiaries. The same notice is sent by email to
members who have opted to receive communication through • The recommendations of the Conference Board Commission
the electronic mode. The Company also publishes a notice on Public Trusts and Private Enterprises in the US
Sd/-
Sanjiv V. Pilgaonkar
Partner
Mumbai Membership number : 39826
May 26, 2020 UDIN : 20039826AAAACR6719
158 | Corporate governance report Infosys Annual Report 2019-20
CEO and CFO certification
The Board of Directors
Infosys Limited, Bengaluru
Sd/- Sd/-
Bengaluru Salil Parekh Nilanjan Roy
April 20, 2020 Chief Executive Officer and Managing Director Chief Financial Officer
Emphasis of Matter
As more fully described in Note 2.22 to the standalone financial statements, the Company is responding to inquiries from
Indian regulatory authorities. The scope, duration or outcome of these matters are uncertain.
Our opinion is not modified in respect of this matter.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business
Responsibility Report, Corporate Governance Report, and Shareholder Information, but does not include the standalone
financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management’s Responsibilities for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance,
including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and
other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.
The accompanying notes form an integral part of the Standalone financial statements.
As per our report of even date attached
for Deloitte Haskins & Sells LLP for and on behalf of the Board of Directors of Infosys Limited
Chartered Accountants
Firm’s Registration Number :
117366W/W-100018
Sanjiv V. Pilgaonkar Nandan M. Nilekani Salil Parekh U.B. Pravin Rao
Partner Chairman Chief Executive Officer Chief Operating Officer
Membership Number : 39826 and Managing Director and Whole-time Director
Mumbai Bengaluru
April 20, 2020 April 20, 2020
The accompanying notes form an integral part of the Standalone financial statements.
As per our report of even date attached
for Deloitte Haskins & Sells LLP for and on behalf of the Board of Directors of Infosys Limited
Chartered Accountants
Firm’s Registration Number :
117366W/W-100018
Sanjiv V. Pilgaonkar Nandan M. Nilekani Salil Parekh U.B. Pravin Rao
Partner Chairman Chief Executive Officer Chief Operating Officer
Membership Number : 39826 and Managing Director and Whole-time Director
Mumbai Bengaluru
April 20, 2020 April 20, 2020
in ` crore
Particulars Equity Other equity Total equity
share Reserves and surplus Other comprehensive income attributable
capital Securities Retained General Share options Special Capital reserve Capital Equity Effective Other items to equity
premium earnings reserve outstanding Economic redemption instruments portion of of other holders of the
Capital Other
account Zone Re- reserve through other cash flow comprehensive Company
reserve reserves(3)
investment comprehensive hedges income / (loss)
Reserve(2) income
Balance as at April 1, 2018 1,092 28 55,671 1,677 130 1,559 54 3,219 56 2 – 14 63,502
Changes in equity for the year ended March
31, 2019
Profit for the year – – 14,702 – – – – – – – – – 14,702
Remeasurement of the net defined benefit
liability / asset(1) – – – – – – – – – – – (21) (21)
Equity instruments through other
comprehensive income(1) (Refer to Note 2.4) – – – – – – – – – 78 – – 78
Fair value changes on derivatives designated
as cash flow hedge(1) (Refer to Note 2.10) – – – – – – – – – – 21 – 21
Fair value changes on investments, net(1)
(Refer to Note 2.4) – – – – – – – – – – – 1 1
Total comprehensive income for the year – – 14,702 – – – – – – 78 21 (20) 14,781
Transfer to general reserve – – (1,615) 1,615 – – – – – – – – –
Transferred to Special Economic Zone Re-
investment Reserve – – (2,306) – – 2,306 – – – – – – –
Transferred from Special Economic Zone Re-
investment Reserve on utilization – – 1,386 – – (1,386) – – – – – – –
Amount transferred to capital redemption
reserve upon buyback
(Refer to Note 2.11) – – – (5) – – – – 5 – – – –
Exercise of stock options
(Refer to Note 2.11) – 99 – – (99) – – – – – – – –
Transfer on account of options not exercised – – – 1 (1) – – – – – – – –
Increase in share capital on account of bonus
issue (Refer to Note 2.11) 1,092 – – – – – – – – – – – 1,092
Amount utilized for bonus issue
(Refer to Note 2.11) – – – (1,092) – – – – – – – – (1,092)
Share-based payment to employees of the
Standalone financial statements | 173
in ` crore
Particulars Equity Other equity Total equity
share Reserves and surplus Other comprehensive income attributable
capital Securities Retained General Share options Special Capital reserve Capital Equity instruments Effective Other items to equity
premium earnings reserve outstanding Economic redemption through other portion of of other holders of
Capital Other
account Zone Re- reserve reserves(3) reserve comprehensive cash flow comprehensive the Company
investment income hedges income / (loss)
Reserve(2)
Balance as at April 1, 2019 2,178 138 54,070 190 227 2,479 54 3,219 61 80 21 (6) 62,711
Impact on account of adoption of Ind AS
116 (Refer to Note 2.3) – – (17) – – – – – – – – – (17)
2,178 138 54,053 190 227 2,479 54 3,219 61 80 21 (6) 62,694
Changes in equity for the year ended
March 31, 2020
Profit for the year – – 15,543 – – – – – – – – – 15,543
Remeasurement of the net defined
benefit liability / asset(1) – – – – – – – – – – – (184) (184)
Equity instruments through other
comprehensive income(1)
(Refer to Note 2.4) – – – – – – – – – (31) – – (31)
Fair value changes on derivatives
designated as cash flow hedge(1)
(Refer to Note 2.10) – – – – – – – – – – (36) – (36)
Fair value changes on investments(1)
(Refer to Note 2.4) – – – – – – – – – – – 17 17
Total comprehensive income for the year – – 15,543 – – – – – – (31) (36) (167) 15,309
Transfer to general reserve – – (1,470) 1,470 – – – – – – – – –
Transferred to Special Economic Zone
Re-investment Reserve – – (2,464) – – 2,464 – – – – – – –
Transferred from Special Economic Zone
Re-investment Reserve on utilization – – 1,036 – – (1,036) – – – – – – –
Amount transferred to capital
redemption reserve upon buyback (Refer
to Note 2.11) – – – (50) – – – – 50 – – – –
Exercise of stock options
(Refer to Note 2.11) – 119 – – (119) – – – – – – – –
Transfer on account of options not
exercised – – – 1 (1) – – – – – – – –
Shares issued on exercise of employee
Infosys Annual Report 2019-20
Mumbai Bengaluru
April 20, 2020 April 20, 2020
Standalone financial statements | 175
Statement of Cash Flows
Accounting policy
Cash flows are reported using the indirect method, whereby profit for the year is adjusted for the effects of transactions of
a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or
expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities
of the Company are segregated. The Company considers all highly liquid investments that are readily convertible to known
amounts of cash to be cash equivalents.
in ` crore
Particulars Note no. Year ended March 31,
2020 2019
Cash flow from operating activities
Profit for the year 15,543 14,702
Adjustments to reconcile net profit to net cash provided by operating activities
Depreciation and amortization 2.1 & 2.2.2
& 2.3 2,144 1,599
Income tax expense 2.16 4,934 5,225
Impairment loss recognized / (reversed) under expected credit loss model 127 176
Finance cost 2.3 114 –
Interest and dividend income (1,502) (1,996)
Stock compensation expense 226 –
Other adjustments (248) 57
Adjustment in respect of excess of carrying amount over recoverable amount
on reclassification from “Held for Sale” – 469
Reduction in the fair value of assets held for sale 2.4.7 – 265
Exchange differences on translation of assets and liabilities 17 80
Changes in assets and liabilities
Trade receivables and unbilled revenue (3,621) (2,268)
Other financial assets and other assets 319 (581)
Trade payables 2.12 (75) 866
Other financial liabilities, other liabilities and provisions 1,475 1,666
Cash generated from operations 19,453 20,260
Income taxes paid (3,881) (6,271)
Net cash generated by operating activities 15,572 13,989
Cash flow from investing activities
Expenditure on property, plant and equipment (3,063) (2,306)
Deposits placed with corporations (112) (116)
Loans to employees (2) 4
Loan given to subsidiaries (1,210) (678)
Loan repaid by subsidiaries 444 20
Proceeds from redemption of debentures 2.4 286 335
Investment in subsidiaries 2.4 (1,338) (228)
Proceeds from return of investment – 33
Payment towards acquisition of business 2.4 – (261)
Payment of contingent consideration pertaining to acquisition (6) (6)
Redemption of escrow pertaining to buyback 2.6 257 (257)
Other receipts 46 –
Payments to acquire investments
Preference, equity securities and others (41) (18)
Liquid mutual fund units and fixed maturity plan securities (30,500) (72,889)
Tax-free bonds and government bonds (11) (11)
Certificates of deposit (876) (2,052)
Commercial paper – (491)
Non-convertible debentures (733) (100)
Government securities (1,561) (838)
Others (2) –
Proceeds on sale of investments
Preference and equity securities – 115
The accompanying notes form an integral part of the Standalone financial statements.
As per our report of even date attached
for Deloitte Haskins & Sells LLP for and on behalf of the Board of Directors of Infosys Limited
Chartered Accountants
Firm’s Registration Number :
117366W/W-100018
Sanjiv V. Pilgaonkar Nandan M. Nilekani Salil Parekh U.B. Pravin Rao
Partner Chairman Chief Executive Officer Chief Operating Officer
Membership Number : 39826 and Managing Director and Whole-time Director
Mumbai Bengaluru
April 20, 2020 April 20, 2020
The changes in the carrying value of property, plant and equipment for the year ended March 31, 2020 are as follows :
in ` crore
Particulars Land – Land – Buildings (1)
Plant and Office Computer Furniture Leasehold Vehicles Total
Freehold Leasehold (2)
machinery(2) equipment(2) equipment(2) and improvements
fixtures(2)
Gross carrying
value as at April
1, 2019 1,305 593 8,070 2,612 938 5,052 1,454 414 37 20,475
Additions 11 – 968 428 159 765 427 270 7 3,035
Reclassified
on account of
adoption of Ind
AS 116 (Refer to
Note 2.3) – (593) – – – – – – – (593)
Deletions – – – (2) (3) (127) (6) (15) (1) (154)
Gross carrying
value as at
March 31, 2020 1,316 – 9,038 3,038 1,094 5,690 1,875 669 43 22,763
Accumulated
depreciation as
at April 1, 2019 – (32) (2,797) (1,762) (672) (3,605) (1,039) (153) (21) (10,081)
Depreciation – (317) (293) (118) (718) (213) (110) (6) (1,775)
Reclassified
on account of
adoption of Ind
AS 116 (Refer to
Note 2.3) – 32 – – – – – – – 32
Accumulated
depreciation on
deletions – – – 2 3 126 6 15 1 153
Accumulated
depreciation as
at March 31,
2020 – – (3,114) (2,053) (787) (4,197) (1,246) (248) (26) (11,671)
Carrying value
as at April 1,
2019 1,305 561 5,273 850 266 1,447 415 261 16 10,394
Carrying value
as at March 31,
2020 1,316 – 5,924 985 307 1,493 629 421 17 11,092
180 | Standalone financial statements Infosys Annual Report 2019-20
The changes in the carrying value of property, plant and equipment for the year ended March 31, 2019 are as follows :
in ` crore
Particulars Land – Land – Buildings(1) Plant and Office Computer Furniture Leasehold Vehicles Total
Freehold Leasehold (2)
machinery(2) equipment(2) equipment(2) and improvements
fixtures(2)
Gross carrying
value as at April
1, 2018 1,227 661 7,271 2,209 841 4,229 1,247 235 29 17,949
Additions 78 – 915 460 130 1,023 238 187 9 3,040
Deletions – (68) (116) (57) (33) (200) (31) (8) (1) (514)
Gross carrying
value as at
March 31, 2019 1,305 593 8,070 2,612 938 5,052 1,454 414 37 20,475
Accumulated
depreciation as
at April 1, 2018 – (30) (2,621) (1,526) (582) (3,143) (896) (107) (17) (8,922)
Depreciation – (5) (278) (285) (116) (660) (169) (54) (5) (1,572)
Accumulated
depreciation on
deletions – 3 102 49 26 198 26 8 1 413
Accumulated
depreciation as
at March 31,
2019 – (32) (2,797) (1,762) (672) (3,605) (1,039) (153) (21) (10,081)
Carrying value
as at April 1,
2018 1,227 631 4,650 683 259 1,086 351 128 12 9,027
Carrying value
as at March 31,
2019 1,305 561 5,273 850 266 1,447 415 261 16 10,394
Buildings include ` 250 being the value of five shares of ` 50 each in Mittal Towers Premises Co-operative Society Limited.
(1)
The aggregate depreciation has been included 2.2 Goodwill and other intangible assets
under depreciation and amortization expense in the
Statement of Profit and Loss. 2.2.1 Goodwill
Tangible assets provided on operating lease to subsidiaries as A summary of changes in the carrying amount of
at March 31, 2020 and March 31, 2019 are as follows : goodwill is as follows :
in ` crore in ` crore
The changes in the carrying value of acquired intangible assets for the year ended March 31, 2019 are as follows :
in ` crore
Particulars Customer- Sub- Trade name- Others Total
related contracting related
rights-related
Gross carrying value as at April 1, 2018 113 – 26 26 165
Transfer of assets – – – – –
Deletions during the year – – – – –
Gross carrying value as at March 31, 2019 113 – 26 26 165
Accumulated amortization as at April 1, 2018 (40) – (12) (12) (64)
Transfer of assets – – – – –
Amortization expense (16) – (6) (5) (27)
Accumulated amortization on deletions – – – – –
Accumulated amortization as at March 31, 2019 (56) – (18) (17) (91)
Carrying value as at March 31, 2019 57 – 8 9 74
Carrying value as at April 1, 2018 73 – 14 14 101
Estimated useful life (in years) 7 – 5 5 –
Estimated remaining useful life (in years) 4 – 2 2 –
Research and development expense recognized in net profit in the Statement of Profit and Loss for the years ended March 31,
2020 and March 31, 2019 is ` 458 crore and ` 416 crore, respectively.
The changes in the carrying value of ROU assets for the year ended March 31, 2020 are as follows :
in ` crore
Particulars Category of ROU asset Total
Land Buildings Computers
Balance as at April 1, 2019 – 1,861 – 1,861
Reclassified on account of adoption of Ind AS 116 (Refer to Note 2.1) 561 – – 561
Additions(1) 1 737 49 787
Deletion (3) (58) – (61)
Depreciation (5) (331) (7) (343)
Balance as at March 31, 2020 554 2,209 42 2,805
Net of lease incentives of ` 101 crore related to lease of buildings
(1)
The movement in lease liabilities during the year ended Particulars Year ended
March 31, 2020 is as follows : March 31,
in ` crore 2020
Particulars Year ended Balance at the beginning of the period 430
March 31, Interest income accrued during the period 15
2020 Lease receipts (46)
Balance at the beginning 2,491 Translation difference 34
Additions 886 Balance at the end of the period 433
Finance cost accrued during the period 114 The details of the contractual maturities of net investment
Deletions (61) in sublease of ROU asset as at March 31, 2020 on an
Payment of lease liabilities (418) undiscounted basis are as follows :
Translation difference 153 in ` crore
Balance at the end 3,165
Particulars As at March
The details of the contractual maturities of lease liabilities as 31, 2020
at March 31, 2020 on an undiscounted basis are as follows : Less than one year 50
in ` crore One to five years 217
Particulars As at March More than five years 244
31, 2020 Total 511
Less than one year 512 Leases not yet commenced to which Company is committed
One to five years 1,744 amounts to ` 655 crore for a lease term ranging from
More than five years 1,490 two years to 13 years.
Total 3,746
The balances held in government bonds as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars Face value March 31, 2020 March 31, 2019
PHP Units Amount Units Amount
Treasury Notes Philippines Govt. 17APRIL2019 100 90,000 13 90,000 12
Total investments in government bonds 90,000 13 90,000 12
2.4.5 Details of investments in liquid mutual fund units and fixed maturity plan securities
The balances held in liquid mutual fund as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars March 31, 2020 March 31, 2019
Units Amount Units Amount
Aditya Birla Sun Life Corporate Bond Fund – Growth – Direct Plan 2,66,97,315 211 1,96,00,407 141
Aditya Birla Sun Life Money Manager Fund – Growth – Direct Plan – – 79,75,385 201
HDFC Money Market Fund – Direct Plan – Growth Option – – 7,72,637 303
ICICI Prudential Savings Fund – Direct Plan-Growth – – 83,40,260 301
IDFC Corporate Bond – Fund Direct Plan
– – 11,95,81,942 154
Kotak Money Market Fund – Direct Plan – Growth Option – – 9,73,751 301
SBI Premier Liquid Fund – Direct Plan – Growth 3,31,803 103 10,25,678 300
Axis Treasury Advantage Fund – Growth 8,65,146 201 – –
HDFC Liquid Fund – Direct Plan – Growth Option 5,55,555 217 – –
HDFC Overnight Fund Direct Plan – Growth Option 10,10,508 300 – –
ICICI Prudential Liquid Fund –Direct plan –Growth 77,26,245 227 – –
IDFC Banking and PSU fund - Direct Plan- Growth Option 8,88,49,927 160 – –
Kotak Liquid Fund – Direct Plan – Growth 7,47,509 300 – –
SBI Overnight Fund – Direct Plan – Growth 9,22,151 300 – –
Total investments in liquid mutual fund units 12,77,06,159 2,019 15,82,70,060 1,701
The balances held in fixed maturity plan security as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars March 31, 2020 March 31, 2019
Units Amount Units Amount
Aditya Birla Sun Life Fixed Term Plan – Series OD 1145 Days
– GR Direct 5,00,00,000 62 5,00,00,000 58
Aditya Birla Sun Life Fixed Term Plan – Series OE 1153 days
– GR Direct 2,50,00,000 31 2,50,00,000 29
HDFC FMP 1155D Feb 2017 – Direct Growth – Series 37 2,80,00,000 35 2,80,00,000 32
HDFC FMP 1169D Feb 2017 – Direct- Quarterly Dividend –
Series 37 4,50,00,000 45 4,50,00,000 45
ICICI FMP Series 80 –1194 D Plan F Div 4,00,00,000 50 4,00,00,000 46
ICICI Prudential Fixed Maturity Plan Series 80 – 1187 Days
Plan G Direct Plan 4,20,00,000 52 4,20,00,000 49
2.4.6 Details of investments in non-convertible debentures, government securities, certificates of deposit and
commercial paper
The balances held in non-convertible debenture units as at March 31, 2020 and March 31, 2019 is as follows :
in ` crore, except as otherwise stated
Particulars Face value ` March 31, 2020 March 31, 2019
Units Amount Units Amount
7.03% LIC Housing Finance Ltd 28DEC2021 10,00,000 2,500 254 – –
7.24% LIC Housing Finance Ltd 23AUG2021 10,00,000 2,500 259 – –
7.48% Housing Development Finance
Corporation Ltd 18NOV2019 1,00,00,000 – – 50 51
7.58% LIC Housing Finance Ltd 28FEB2020 10,00,000 – – 1,000 101
7.58% LIC Housing Finance Ltd 11JUN2020 10,00,000 – – 500 51
7.59% LIC Housing Finance Ltd 14OCT2021 10,00,000 3,000 312 3,000 306
7.75% LIC Housing Finance Ltd 27AUG2021 10,00,000 1,250 131 1,250 127
7.79% LIC Housing Finance Ltd 19JUN2020 10,00,000 500 53 500 53
7.80% Housing Development Finance
Corporation Ltd 11NOV2019 1,00,00,000 – – 150 154
7.81% LIC Housing Finance Ltd 27APR2020 10,00,000 2,000 215 2,000 214
7.95% Housing Development Finance
Corporation Ltd 23SEP2019 1,00,00,000 – – 50 52
8.02% LIC Housing Finance Ltd 18FEB2020 10,00,000 – – 500 51
8.26% Housing Development Finance
Corporation Ltd 12AUG2019 1,00,00,000 – – 100 105
8.37% LIC Housing Finance Ltd 03OCT2019 10,00,000 – – 2,000 216
8.37% LIC Housing Finance Ltd 10MAY2021 10,00,000 500 54 500 54
8.47% LIC Housing Finance Ltd 21JAN2020 10,00,000 – – 500 51
8.49% Housing Development Finance
Corporation Ltd 27APR2020 5,00,000 900 49 900 49
8.50% Housing Development Finance
Corporation Ltd 31AUG2020 1,00,00,000 100 106 100 105
8.50% LIC Housing Finance Ltd 20JUN2022 10,00,000 2,200 241 – –
8.59% Housing Development Finance
Corporation Ltd 14JUN2019 1,00,00,000 – – 50 51
8.60% LIC Housing Finance Ltd 29JUL2020 10,00,000 1,400 149 1,400 149
8.61% LIC Housing Finance Ltd 11DEC2019 10,00,000 – – 1,000 103
8.72% Housing Development Finance
Corporation Ltd 15APR2019 1,00,00,000 – – 75 75
8.75% Housing Development Finance
Corporation Ltd 13JAN2020 5,00,000 – – 5,000 256
8.75% LIC Housing Finance Ltd 14JAN2020 10,00,000 – – 1,070 110
8.75% LIC Housing Finance Ltd 21DEC2020 10,00,000 1,000 101 1,000 101
8.97% LIC Housing Finance Ltd 29OCT2019 10,00,000 – – 500 52
9.45% Housing Development Finance
Corporation Ltd 21AUG2019 10,00,000 – – 3,000 318
Total investments in non-convertible debentures 17,850 1,924 26,195 2,955
The balances held in certificates of deposit as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars Face value ` March 31, 2020 March 31, 2019
Units Amount Units Amount
Axis Bank 1,00,000 – – 80,000 774
ICICI Bank 1,00,000 – – 75,000 738
Kotak Bank 1,00,000 – – 50,000 486
Vijaya Bank 1,00,000 – – 12,500 125
Bank of Baroda Bank 1,00,000 65,000 638 – –
Oriental Bank of Commerce Bank 1,00,000 25,000 248 – –
Total investments in certificates of deposit 90,000 886 2,17,500 2,123
The balances held in commercial paper as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars Face Value ` March 31, 2020 March 31, 2019
Units Amount Units Amount
LIC 5,00,000 – – 10,000 495
Total investments in commercial paper – – 10,000 495
2.4.7 Assets held for sale Further, based on the evaluation of proposals received and
progress of negotiations with potential buyers, the Company
Accounting policy concluded that the investments in Panaya and Skava do not
Non-current assets and disposal group are classified as “Held meet the criteria for “Held for Sale” classification because it is
for Sale” if their carrying amount is intended to be recovered no longer highly probable that sale would be consummated by
principally through sale rather than through continuing use. March 31, 2019 (12 months from date of initial classification
The condition for classification of “Held for Sale” is met when as “Held for Sale”) Accordingly, in accordance with Ind AS 105,
the non-current asset or the disposal group is available for Non-current Assets Held for Sale and Discontinued Operations,
immediate sale and the same is highly probable of being the investment in subsidiaries, Panaya and Skava have been
completed within one year from the date of classification as included in non-current investments line item in the Standalone
“Held for Sale”. Non-current assets and disposal group held financial statements as at March 31, 2019.
for sale are measured at the lower of carrying amount and fair On reclassification from “Held for Sale”, the investment in
value less cost to sell. Non-current assets and disposal group subsidiaries, Panaya and Skava have been remeasured at the
that ceases to be classified as “Held for Sale” shall be measured lower of cost and recoverable amount resulting in recognition
at the lower of carrying amount before the non-current asset of an adjustment in respect of excess of carrying amount over
and disposal group was classified as “Held for Sale” adjusted recoverable amount on reclassification from “Held for Sale” of
for any depreciation/ amortization and its recoverable amount ` 469 crore in respect of Skava in the standalone Statement of
at the date when the disposal group no longer meets the Profit and Loss for the year ended March 31, 2019.
“Held for sale” criteria.
During the year ended March 31, 2018, the Company had 2.5 Loans
in ` crore
initiated identification and evaluation of potential buyers for
the sale of its investment in subsidiaries, Kallidus and Skava Particulars As at March 31,
(together referred to as “Skava”) and Panaya. The investment 2020 2019
in these subsidiaries was classified and presented separately Non-current
as “Held for Sale” and was carried at the lower of carrying Loan receivables considered
value and fair value. During the year ended March 31, 2019, good – Unsecured
on remeasurement, including consideration of progress in Loans to subsidiaries 277 –
negotiations on offers from prospective buyers for Panaya, Other loans
the Company has recorded a reduction in the fair value of Loans to employees 21 16
investment amounting to ` 265 crore in respect of Panaya. 298 16
During the year ended March 31, 2020, tax-free bonds and non-convertible debentures of ` 518 crore were transferred from
Level 2 to Level 1 of fair value hierarchy, since these were valued based on quoted price, and tax-free bonds of ` 50 crore were
transferred from Level 1 to Level 2 of fair value hierarchy, since these were valued based on market observable inputs.
The fair value hierarchy of assets and liabilities as at March 31, 2019 was as follows :
in ` crore
Particulars March 31, Fair value measurement at end
2019 of the reporting period using
Level 1 Level 2 Level 3
Assets
Investments in government securities (Refer to Note 2.4) 724 724 – –
Investments in tax-free bonds (Refer to Note 2.4) 2,036 1,765 271 –
Investments in liquid mutual fund units (Refer to Note 2.4) 1,701 1,701 – –
Investments in government bonds (Refer to Note 2.4) 12 12 – –
Investments in equity instruments (Refer to Note 2.4) 1 – – 1
Investments in preference securities (Refer to Note 2.4) 89 – – 89
Investments in fixed maturity plan securities (Refer to Note 2.4) 401 – 401 –
Investments in certificates of deposit (Refer to Note 2.4) 2,123 – 2,123 –
Investments in non-convertible debentures (Refer to Note 2.4) 2,955 1,612 1,343 –
Investments in commercial paper (Refer to Note 2.4) 495 – 495 –
Other investments (Refer to Note 2.4) 16 – – 16
Derivative financial instruments – gain on outstanding foreign currency
forward and options contracts (Refer to Note 2.6) 321 – 321 –
Liabilities
Derivative financial instruments – loss on outstanding foreign currency
forward and options contracts (Refer to Note 2.12) 13 – 13 –
Liability towards contingent consideration (Refer to Note 2.12)(1) 116 – – 116
Discount rate pertaining to contingent consideration ranges from 10% to 16%
(1)
During the year ended March 31, 2019, tax-free bonds and non-convertible debentures of ` 336 crore were transferred from
Level 2 to Level 1 of fair value hierarchy, since these were valued based on quoted price, and ` 746 crore were transferred from
Level 1 to Level 2 of fair value hierarchy, since these were valued based on market observable inputs.
The foreign currency risk from financial assets and liabilities as at March 31, 2020 is as follows :
in ` crore
Particulars US Dollar Euro UK Pound Australian Other Total
Sterling Dollar currencies
Cash and cash equivalents 434 80 15 40 162 731
Trade receivables 10,369 2,035 1,061 610 733 14,808
Other financial assets (including
loans) 2,414 408 129 135 445 3,531
Lease liabilities (1,520) (378) (337) (47) (127) (2,409)
Trade payables (746) (132) (179) (73) (77) (1,207)
Other financial liabilities (3,071) (432) (157) (190) (308) (4,158)
Net assets / (liabilities) 7,880 1,581 532 475 828 11,296
The foreign currency risk from financial assets and liabilities as at March 31, 2019 was as follows :
in ` crore
Particulars US Dollar Euro UK Pound Australian Other Total
Sterling Dollar currencies
Cash and cash equivalents 1,013 102 23 58 185 1,381
Trade receivables 9,009 1,688 1,005 484 693 12,879
Other financial assets (including
loans) 1,613 377 145 95 865 3,095
Trade payables (645) (99) (201) (77) (52) (1,074)
Other financial liabilities (2,945) (291) (179) (104) (174) (3,693)
Net assets / (liabilities) 8,045 1,777 793 456 1,517 12,588
Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion into
functional currency, due to exchange rate fluctuations between the previous reporting period and the current reporting period.
Derivative financial instruments
The Company holds derivative financial instruments such as foreign currency forward and options contracts to mitigate the
risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank. These
derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs
that are directly or indirectly observable in the marketplace.
The foreign exchange forward and options contracts mature relationship exists between the hedged item and hedging
within 12 months. The table below analyzes the derivative instrument, including whether the hedging instrument is
financial instruments into relevant maturity groupings based expected to offset changes in cash flows of hedged items.
on the remaining period as at the Balance Sheet date : If the hedge ratio for risk management purposes is no longer
in ` crore
optimal but the risk management objective remains unchanged
Particulars As at March 31, and the hedge continues to qualify for hedge accounting,
2020 2019 the hedge relationship will be rebalanced by adjusting either
Not later than one month 4,796 4,082 the volume of the hedging instrument or the volume of the
Later than one month and hedged item so that the hedge ratio aligns with the ratio used
not later than three months 7,396 6,368 for risk management purposes. Any hedge ineffectiveness is
Later than three months and calculated and accounted for in the Statement of Profit and
not later than one year 3,206 4,085 Loss at the time of the hedge relationship rebalancing.
15,398 14,535 The reconciliation of cash flow hedge reserve for the years
ended March 31, 2020 and March 31, 2019 is as follows :
During the year ended March 31, 2020, the Company has in ` crore
designated certain foreign exchange forward and options
contracts as cash flow hedges to mitigate the risk of foreign Particulars Year ended March 31,
exchange exposure on highly probable forecast cash 2020 2019
transactions. The related hedge transactions for balance in Gain / (Loss)
cash flow hedge reserve as at March 31, 2020 are expected Balance at the beginning of
to occur and reclassified to Statement of Profit and Loss the year 21 –
within three months. Gain / (Loss) recognized in
other comprehensive income
The Company determines the existence of an economic
during the year 25 118
relationship between the hedging instrument and hedged item
Amount reclassified to profit
based on the currency, amount and timing of its forecasted
and loss during the year (73) (90)
cash flows. Hedge effectiveness is determined at the inception
Tax impact on above 12 (7)
of the hedge relationship, and through periodic prospective
Balance at the end of the year (15) 21
effectiveness assessments to ensure that an economic
The details regarding the contractual maturities of significant financial liabilities as at March 31, 2019 were as follows :
in ` crore
Particulars Less than 1 1-2 years 2-4 years 4-7 years Total
year
Trade payables 1,604 – – – 1,604
Other financial liabilities (excluding liability towards contingent
consideration) (Refer to Note 2.12) 7,067 – – – 7,067
Liability towards contingent consideration on an undiscounted
basis (Refer to Note 2.12) 82 53 – – 135
The details of shareholder holding more than 5% shares as at March 31, 2020 and March 31, 2019 are as follows :
Name of the shareholder As at March 31, 2020 As at March 31, 2019
Number of shares % held Number of shares % held
Deutsche Bank Trust Company Americas (Depository of
ADRs – legal ownership) 73,93,01,182 17.36 74,62,54,648 17.11
Life Insurance Corporation of India 28,20,08,863 6.62 25,43,32,376 5.83
The reconciliation of the number of shares outstanding and the amount of share capital as at March 31, 2020 and March 31,
2019 is as follows :
in ` crore,except as stated otherwise
Particulars As at March 31, 2020 As at March 31, 2019
Number of shares Amount Number of shares Amount
As at the beginning of the period 4,35,62,79,444 2,178 2,18,41,14,257 1,092
Add : Shares issued on exercise of employee stock options
– before bonus issue – – 77,233 –
Add : Bonus shares issued – – 2,18,41,91,490 1,092
Add : Shares issued on exercise of employee stock options
– after bonus issue 5,80,388 – 5,48,464 –
Less : Shares bought back(1)(2) 9,78,67,266 49 1,26,52,000 6
As at the end of the period 4,25,89,92,566 2,129 4,35,62,79,444 2,178
(1)
Includes 18,18,000 shares which have been purchased on account of buyback during the three months ended March 31, 2019 and have not been
extinguished as of March 31, 2019
(2)
Includes 36,36,000 shares which have been purchased on account of buyback during the three months ended March 31, 2019 but have not been settled
and therefore not extinguished as of March 31, 2019
2.11.3 Employee Stock Option Plan (ESOP) : The Restricted Stock Units (RSUs) granted under the 2019
Accounting policy Plan shall vest based on the achievement of defined annual
performance parameters as determined by the administrator
The Company recognizes compensation expense relating
(nomination and remuneration committee). The performance
to share-based payments in net profit based on estimated
parameters will be based on a combination of relative total
fair‑values of the awards on the grant date. The estimated
shareholders return (TSR) against selected industry peers
fair value of awards is recognized as an expense in Statement
and certain broader market domestic and global indices and
of Profit and Loss on a straight-line basis over the requisite
operating performance metrics of the Company as decided
service period for each separately vesting portion of the award
by administrator. Each of the above performance parameters
as if the award was in-substance, multiple awards with a
will be distinct for the purposes of calculation of quantity of
corresponding increase to share premium.
shares to vest based on performance. These instruments will
Infosys Expanded Stock Ownership Program generally vest between a minimum of one to a maximum of
2019 (“the 2019 Plan”) : three years from the grant date.
On June 22, 2019 pursuant to approval by the shareholders in 2015 Stock Incentive Compensation Plan (“the 2015 Plan”) :
the Annual General Meeting, the Board has been authorized
On March 31, 2016, pursuant to the approval by the
to introduce, offer, issue and provide share-based incentives
shareholders through postal ballot, the Board was authorized
to eligible employees of the Company and its subsidiaries
to introduce, offer, issue and allot share-based incentives
under the 2019 Plan. The maximum number of shares
to eligible employees of the Company and its subsidiaries
under the 2019 Plan shall not exceed 5,00,00,000 equity
under the 2015 Plan. The maximum number of shares under
shares. To implement the 2019 Plan, upto 4,50,00,000
the 2015 Plan shall not exceed 2,40,38,883 equity shares
equity shares may be issued by way of secondary acquisition
(this includes 1,12,23,576 equity shares which are held
of shares by Infosys Expanded Stock Ownership Trust.
The summary of grants during the years ended March 31, 2020 and March 31, 2019 is as follows :
Particulars 2019 Plan 2015 Plan
Year ended March 31, Year ended March 31,
2020 2019 2020 2019(1)
Equity-settled RSU
KMP 3,56,793 – 5,07,896 6,75,530
Employees other than KMP 17,34,500 – 33,46,280 36,65,170
20,91,293 – 38,54,176 43,40,700
Cash-settled RSU
KMP – – 1,80,400 –
Employees other than KMP – – 4,75,740 74,090
– – 6,56,140 74,090
Total grants 20,91,293 – 45,10,316 44,14,790
Information is adjusted for the September, 2018 bonus issue
(1)
Notes on grants to KMP RSUs granted effective May 2, 2018 and 1,77,887
performance‑based RSUs granted effective May 2, 2019 have
CEO and MD been amended to one year.
Under the 2015 Plan : In accordance with the employee Under the 2019 Plan :
agreement which has been approved by the shareholders, the
CEO is eligible to receive an annual grant of RSUs of fair value In accordance with the shareholders approval at the AGM held
` 3.25 crore which will vest overtime in three equal annual on June 22, 2019, the Board, based on the recommendations
installments upon the completion of each year of service from of the nomination and remuneration committee, approved
the respective grant date. Accordingly, annual time-based performance-based grant of RSUs amounting to ` 10 crore
grant of 41,782 RSUs was made effective February 27, 2020 for fiscal 2020 under the 2019 Plan. These RSUs will vest in
for fiscal 2020. Though the annual time-based grants for the line with the employment agreement based on achievement
remaining employment term ending on March 31, 2023 have of certain performance targets. Accordingly, 1,34,138
not been granted as of March 31, 2020, since the service performance-based RSUs were granted effective June 22, 2019.
commencement date precedes the grant date, the Company COO and Whole-time director
has recorded employment stock compensation expense in
Under the 2015 Plan : On February 20, 2020, based on
accordance with Ind AS 102, Share-based Payments.
the recommendations of the nomination and remuneration
The Board, on April 12, 2019, based on the recommendations committee, the Board, approved time-based grant of 58,650
of the nomination and remuneration committee, approved RSUs granted effective February 27, 2020.
the performance-based grant of RSUs amounting to ` 13 crore
Under the 2019 Plan : In accordance with the approval of
for fiscal 2020 under the 2015 Plan. These RSUs will vest in
shareholders at the AGM held on June 22, 2019, the Board,
line with the employment agreement based on achievement
based on the recommendations of the nomination and
of certain performance targets. Accordingly, 1,77,887
remuneration committee, approved performance-based grant
performance-based RSUs were granted effective May 2, 2019.
of RSUs amounting to ` 4 crore for fiscal 2020 under the
In accordance with the shareholders approval in the Annual 2019 Plan. These RSUs will vest in line with the employment
General meeting held on June 22, 2019, the Board, based on agreement based on achievement of certain performance
the recommendations of the nomination and remuneration targets. Accordingly, 53,655 performance-based RSUs were
committee, approved to amend the vesting period of the granted effective June 22, 2019.
annual performance equity grant from three years to one
year. Accordingly the vesting period of 2,17,200 (adjusted
for the September 2018 bonus issue) performance‑based
The replacement awards was accounted as a modification and the fair value on the date of modification of ` 57 crore is
recognized as financial liability with a corresponding adjustment to equity.
The activity in the 2015 and 2019 Plan for equity-settled, share-based payment transactions during the years ended March 31,
2020 and March 31, 2019 is as follows :
Particulars Year ended March 31, 2020 Year ended March 31, 2019(1)
Shares arising Weighted average Shares arising Weighted average
out of options exercise price (`) out of options exercise price (`)
2015 Plan : RSU
Outstanding at the beginning 91,81,198 3.13 75,00,818 2.50
Granted 38,54,176 5.00 43,40,700 3.84
Exercised 25,61,218 2.95 18,64,510 2.50
Modification to cash-settled awards 10,61,820 – – –
Forfeited and expired 6,31,438 3.29 7,95,810 2.61
Outstanding at the end 87,80,898 3.96 91,81,198 3.13
Exercisable at the end 3,92,185 2.54 2,35,256 2.50
2015 Plan : Employee Stock Options (ESOPs)
Outstanding at the beginning 16,23,176 516 19,33,826 493
Granted – – – –
Exercised 1,04,796 516 1,17,350 515
Modification to cash-settled awards 3,51,550 – – –
Forfeited and expired 66,500 528 1,93,300 521
Outstanding at the end 11,00,330 539 16,23,176 516
Exercisable at the end 7,80,358 543 6,98,500 517
2019 Plan : RSU
Outstanding at the beginning – – – –
Granted 20,91,293 5.00 – –
Exercised – – – –
Forfeited and expired – – – –
Outstanding at the end 20,91,293 5.00 – –
Exercisable at the end – – – –
Information in the table above is adjusted for the September 2018 bonus issue.
(1)
During the years ended March 31, 2020 and March 31, 2019 the weighted average share price of options exercised under the
2015 Plan on the date of exercise was ` 751 and ` 701 (adjusted for the September 2018 bonus issue) respectively.
The summary of information about equity-settled RSUs and ESOPs outstanding as at March 31, 2019 was as follows :
Range of exercise prices per share (`) 2015 Plan – Options outstanding(1)
No. of shares arising Weighted average Weighted average
out of options remaining contractual life exercise price (`)
0 - 5 (RSU) 91,81,198 1.70 3.13
450 - 600 (ESOP) 16,23,176 5.04 516
1,08,04,374 2.20 80
Information in the table above is adjusted for the September 2018 bonus issue.
(1)
As at March 31, 2020 and March 31, 2019, 17,56,521 and 1,77,454 (net of forfeitures) cash-settled options were outstanding
respectively. The carrying value of liability towards cash-settled, share-based payments was ` 48 crore and ` 9 crore as at
March 31, 2020 and March 31, 2019 respectively.
The fair value of the awards are estimated using the Black-Scholes Model for time and non-market performance-based options
and Monte Carlo simulation model is used for TSR-based options.
The inputs to the model include the share price at date of grant, exercise price, expected volatility, expected dividends, expected
term and the risk free rate of interest. Expected volatility during the expected term of the options is based on historical volatility
of the observed market prices of the Company’s publicly traded equity shares during a period equivalent to the expected term
of the options. Expected volatility of the comparative company have been modelled based on historical movements in the
market prices of their publicly traded equity shares during a period equivalent to the expected term of the options. Correlation
coefficient is calculated between each peer entity and the indices as a whole or between each entity in the peer group.
The fair value of each equity-settled award is estimated on the date of grant with the following assumptions :
Particulars For options granted in
Fiscal 2020 – Fiscal 2020 – Fiscal 2019 – Fiscal 2019
equity shares-RSU ADS-RSU equity shares-RSU – ADS-RSU
Weighted average share price (`) / ($ ADS)(1) 728 10.52 696 10.77
Exercise price (`) / ($ADS)(1) 5.00 0.07 3.31 0.06
Expected volatility (%) 22-30 22-26 21-25 22-26
Expected life of the option (years) 1-4 1-4 1-4 1-4
Expected dividends (%) 2-3 2-3 2.65 2.65
Risk-free interest rate (%) 6-7 1-3 7-8 2-3
Weighted average fair value as on grant date (`)
/ ($ADS)(1) 607 7.84 648 10.03
Fiscal 2019 values are adjusted for the September 2018 bonus issue wherever applicable
(1)
The expected life of the RSU / ESOP is estimated based on the vesting term and contractual term of the RSU / ESOP, as well as
expected exercise behavior of the employee who receives the RSU / ESOP.
2.12 Other financial liabilities
in ` crore
Particulars As at March 31,
2020 2019
Non-current
Others
Compensated absences 32 38
Accrued compensation to employees 12 –
Payable for acquisition of business – contingent consideration – 41
Rental deposit 5 –
Total non-current other financial liabilities 49 79
Current
Unpaid dividends 30 29
to acquire its own equity shares to the extent of standing instructions provided to its registered broker for the buyback (Refer to Note 2.11). The financial
liability is recognized at the present value of the maximum amount that the Company would be required to pay to the registered broker for buy back,
with a corresponding debit in general reserve / retained earnings. The liability has been utilized towards buyback of equity shares which was completed
on August 26, 2019.
As at March 31, 2020 and March 31, 2019, there are no 2.15 Provisions
outstanding dues to micro, small and medium enterprises.
There is no interest due or outstanding on the same. During Accounting policy
the year ended March 31, 2020 and March 31, 2019, an A provision is recognized if, as a result of a past event, the
amount of ` 11 crore and ` 30 crore was paid beyond the Company has a present legal or constructive obligation that
appointed day as defined in the Micro, Small and Medium is reasonably estimable, and it is probable that an outflow of
Enterprises Development Act 2006. economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected
2.14 Other liabilities
in ` crore future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and the risks
Particulars As at March 31, specific to the liability.
2020 2019
Non-current Contingent liability is a possible obligation arising from past
Accrued provident fund liability events and whose existence will be confirmed only by the
(Refer to Note 2.20.2) 185 – occurrence or non-occurrence of one or more uncertain
Others future events not wholly within the control of the entity
or a present obligation that arises from past events but is
Deferred income 22 29
not recognized because it is not probable that an outflow of
Deferred rent (Refer to Note 2.3) – 140
resources embodying economic benefits will be required to
Total non-current other liabilities 207 169
settle the obligation or the amount of the obligation cannot
Current
be measured with sufficient reliability.
Accrued provident fund liability
(Refer to Note 2.20.2) 64 – a. Post-sales client support
Unearned revenue 2,140 2,094 The Company provides its clients with a fixed-period
Client deposits 9 19 post‑sales support on its fixed-price, fixed-timeframe
contracts. Costs associated with such support services
are accrued at the time related revenues are recorded in
The movement in gross deferred income tax assets and liabilities (before set off) for the year ended March 31, 2020 is as follows :
in ` crore
Particulars Carrying Changes Changes Reclassification Impact on Translation Carrying value
value as of through profit through account of difference as of March
April 1, 2019 and loss OCI Ind AS 116 31, 2020
Property, plant and
equipment 223 (20) – – – – 203
Lease liabilities – 70 – 48 2 – 120
Trade receivables 164 18 – – – – 182
Compensated absences 349 31 – – – – 380
Post-sales client support 95 6 – – – – 101
Derivative financial
instruments (102) 245 12 – – 155
Credits related to
branch profits 340 13 – – – 24 377
The movement in gross deferred income tax assets and liabilities (before set off) for the year ended March 31, 2019 is as follows :
in ` crore
Particulars Carrying Changes Changes Addition Translation Carrying value
value as of through profit through on account difference as of March
April 1, 2018 and loss OCI of business 31, 2019
combination
Property, plant and equipment 181 43 – – (1) 223
Trade receivables 129 35 – – – 164
Compensated absences 325 24 – – – 349
Post-sales client support 92 3 – – – 95
Derivative financial instruments 12 (106) (7) – (1) (102)
Credits related to branch profits 341 (22) – – 21 340
Branch profit tax (505) (3) – – (33) (541)
Others 48 (10) 4 – 3 45
Total deferred income tax assets
and liabilities 623 (36) (3) – (11) 573
The tax effects of significant temporary differences that resulted 2.17 Revenue from operations
in deferred income tax assets and liabilities are as follows :
in ` crore Accounting policy
Particulars As at March 31, The Company derives revenues primarily from IT services
2020 2019 comprising software development and related services,
Deferred income tax maintenance, consulting and package implementation, and
assets after set off 1,429 1,114 from licensing of software products and platforms across the
Deferred income tax Company’s core and digital offerings (together referred to as
liabilities after set off 556 541 “software-related services”). Contracts with customers are
either on a time-and-material, unit of work, fixed-price or
Deferred tax assets and deferred tax liabilities have been offset on a fixed-timeframe basis.
wherever the Company has a legally enforceable right to set Effective April 1, 2018, the Company adopted Ind AS 115,
off current tax assets against current tax liabilities and where Revenue from Contracts with Customers using the cumulative
the deferred tax assets and deferred tax liabilities relate to catch-up transition method, applied to contracts that were
income taxes levied by the same taxation authority. not completed as of April 1, 2018. The effect on adoption of
In assessing the reliability of deferred income tax assets, the Ind AS 115 was insignificant.
Management considers whether some portion or all of the Revenues from customer contracts are considered for
deferred income tax assets will not be realized. The ultimate recognition and measurement when the contract has been
realization of deferred income tax assets is dependent upon approved in writing by the parties to the contract, the parties
the generation of future taxable income during the periods to the contract are committed to perform their respective
in which the temporary differences become deductible. obligations under the contract, and the contract is legally
The Management considers the scheduled reversals of deferred enforceable. Revenue is recognized upon transfer of control
income tax liabilities, projected future taxable income, and of promised products or services (“performance obligations”)
tax planning strategies in making this assessment. Based on to customers in an amount that reflects the consideration
the level of historical taxable income and projections for the Company has received or expects to receive in exchange
future taxable income over the periods in which the deferred for these products or services (“transaction price”). When
income tax assets are deductible, the Management believes there is uncertainty as to collectability, revenue recognition
that the Company will realize the benefits of those deductible is postponed until such uncertainty is resolved.
differences. The amount of the deferred income tax assets The Company assesses the services promised in a contract
considered realizable, however, could be reduced in the near and identifies distinct performance obligations in the
term if estimates of future taxable income during the carry contract. The Company allocates the transaction price to
forward period are reduced. each distinct performance obligation based on the relative
standalone selling price. The price that is regularly charged
for an item when sold separately is the best evidence of its
rate. The tenure has been considered taking into account the past long- ` 182 crore for the years ended March 31, 2020 and March 31, 2019,
term trend of employees’ average remaining service life which reflects respectively (Refer to Note 2.11).
the average estimated term of the post- employment benefit obligations.
The following is a reconciliation of the equity shares used in the computation of basic and diluted earnings per equity share :
Particulars Year ended March 31,
2020 2019(1)
Basic earnings per equity share - weighted average number of equity shares
outstanding 4,27,70,30,249 4,36,82,12,119
Effect of dilutive common equivalent shares - share options outstanding 27,78,577 22,00,229
Diluted earnings per equity share - weighted average number of equity shares and
common equivalent shares outstanding 4,27,98,08,826 4,37,04,12,348
Adjusted for the September 2018 bonus issue.(Refer to Note 2.11)
(1)
For the years ended March 31, 2020 and March 31, 2019, no number of options to purchase equity shares had an
anti-dilutive effect.
2.22 Contingent liabilities and commitments
in ` crore
Particulars As at March 31,
2020 2019
Contingent liabilities
Claims against the Company, not acknowledged as debts(2) 3,410 2,947
[Amount paid to statutory authorities ` 5,229 crore (` 5,861 crore)]
Commitments
Estimated amount of contracts remaining to be executed on capital contracts and not
provided for 1,305 1,653
(net of advances and deposits)(3)
Other commitments(1) 15 17
(1)
Uncalled capital pertaining to investments
(2)
As at March 31, 2020, claims against the Company not acknowledged as debts in respect of income tax matters amounted to ` 3,274 crore. The claims
against the Company majorly represent demands arising on completion of assessment proceedings under the Income-tax Act, 1961. These claims are on
account of multiple issues of disallowances such as disallowance of profits earned from STP units and SEZ units, disallowance of deductions in respect
of employment of new employees under Section 80JJAA, disallowance of expenditure towards software being held as capital in nature, payments made
to Associated Enterprises held as liable for withholding of taxes. These matters are pending before various appellate authorities and the Management
including its tax advisors expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company’s
financial position and results of operations.
Amount paid to statutory authorities against the above tax claims amounted to ` 5,228 crore.
(3)
Capital contracts primarily comprise commitments for infrastructure facilities and computer equipment.
(1)
Wholly-owned subsidiary of Infosys Limited (18)
Incorporated effective November 29, 2018
(2)
Majority-owned and controlled subsidiary of Infosys Limited (19)
Incorporated effective November 27, 2018, wholly-owned subsidiary
(3)
Liquidated effective November 17, 2019 of Infosys Public Services, Inc.
(4)
Wholly-owned subsidiary of Infosys BPM Limited (20)
On April 1, 2019, Infosys Consulting Pte Ltd. acquired 81% of the
(5)
Wholly-owned subsidiary of Infosys Consulting Holding AG (formerly voting interests in HIPUS Co., Ltd, Japan
Lodestone Holding AG) (21)
On May 23, 2019, Infosys Consulting Pte Ltd. acquired 75% of the
(6)
Majority-owned and controlled subsidiary of Infosys Consulting voting interests in Stater N.V.
Holding AG (formerly Lodestone Holding AG) (22)
Majority-owned and controlled subsidiary of Stater N.V.
(7)
Wholly-owned subsidiary of Panaya Inc. (23)
Majority-owned and controlled subsidiary of Stater Duitsland B.V.
(8)
Wholly-owned subsidiary of Brilliant Basics Holding Limited. (24)
Majority-owned and controlled subsidiary of Stater Participations B.V.
(9)
Wholly-owned subsidiary of Infosys Consulting Pte Ltd. (25)
Effective October 1, 2019, merged into Infosys Consulting Ltda, a
(10)
On May 22, 2018, Infosys acquired 100% of the voting interest in wholly-owned subsidiary of Infosys Limited.
WongDoody (26)
Under liquidation
(11)
Liquidated effective May 4, 2018 (27)
On March 13, 2020, Infosys Nova Holdings LLC, acquired 100% of the
(12)
Wholly-owned subsidiary of WongDoody voting interests in Outbox Systems Inc.
(13)
Incorporated effective August 6, 2018 (28)
Wholly-owned subsidiary of Outbox Systems Inc.
(14)
On October 11, 2018, Infosys Consulting Pte Ltd. acquired 100% of (29)
Wholly-owned subsidiary of Simplus Europe, Ltd.
the voting interests in Fluido Oy and its subsidiaries (30)
Wholly-owned subsidiary of Simplus ANZ Pty Ltd.
(15)
Wholly-owned subsidiary of Fluido Oy (31)
Liquidated effective October 31, 2019
(16)
On November 16, 2018, Infosys Consulting Pte Ltd. acquired 60% of (32)
On February 20, 2020, Infosys Poland Sp. z o.o. acquired 100% of the
the voting interest in Infosys Compaz Pte Ltd voting interests in Infosys Consulting Sp. z.o.o from Infosys Consulting
(17)
Incorporated effective December 19, 2018 Holding AG (formerly Lodestone Holding AG).
Emphasis of Matter
As more fully described in Note 2.22 to the Consolidated Financial Statements, the Company is responding to inquiries from
Indian regulatory authorities. The scope, duration or outcome of these matters are uncertain.
Our opinion is not modified in respect of this matter.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report,
Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the consolidated
financial statements, standalone financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or
our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management’s Responsibilities for the Consolidated Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation and presentation of these consolidated financial statements that give a true and fair view of the consolidated
financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity
and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in
India. The respective Boards of Directors of the companies included in the Group are responsible for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements
by the Directors of the Company, as aforesaid.
In preparing the consolidated financial statements, the respective Boards of Directors of the companies included in the Group
are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the respective Boards of Directors either intend
to liquidate their respective entities or to cease operations, or have no realistic alternative but to do so.
The respective Boards of Directors of the companies included in the Group are also responsible for overseeing the financial
reporting process of the Group.
Mumbai Bengaluru
April 20, 2020 April 20, 2020
Mumbai Bengaluru
April 20, 2020 April 20, 2020
in ` crore
Particulars Equity Other equity Total equity Non- Total
share Reserves and surplus Other comprehensive income attributable controlling equity
capital to equity interest
(2) Securities Retained Capital General Share options Special Other Capital Equity Exchange Effective Other items holders of
premium earnings reserve reserve outstanding Economic reserves(4) redemption instruments differences portion of of other the Company
account Zone Re- reserve through other on translating cash flow comprehensive
investment comprehensive the financial hedges income / (loss)
Reserve(3) income statements
of a foreign
operation
Balance as at April 1,
2018 1,088 36 58,477 54 2,725 130 1,583 5 56 2 779 – (12) 64,923 1 64,924
Changes in equity for
the year ended March
31, 2019
Profit for the period – – 15,404 – – – – – – – – – – 15,404 6 15,410
Remeasurement of the
net defined benefit
liability / asset(1) (Refer to
Notes 2.20.1 and 2.15) – – – – – – – – – – – – (22) (22) – (22)
Equity instruments
through other
comprehensive income(1)
(Refer to Note 2.4) – – – – – – – – – 70 – – – 70 – 70
Fair value changes on
derivatives designated as
cash flow hedge(1)
(Refer to Note 2.10) – – – – – – – – – – – 21 – 21 – 21
Exchange differences
on translation of foreign
operations – – – – – – – – – – 63 – – 63 – 63
Fair value changes on
investments(1)
(Refer to Note 2.4) – – – – – – – – – – – – 2 2 – 2
Total comprehensive
income for the period – – 15,404 – – – – – – 70 63 21 (20) 15,538 6 15,544
Share-based payments
Consolidated financial statements | 235
to employees (Refer to
Note 2.11) – – – – – 197 – – – – – – – 197 – 197
Dividends (including
dividend distribution tax) – – (13,712) – – – – – – – – – – (13,712) – (13,712)
Buyback of equity shares
(Refer to Notes 2.11 and
2.12) (6) – – – (1,994) – – – – – – – – (2,000) – (2,000)
Non-controlling
interests on acquisition
of subsidiary (Refer to
Note 2.11) – – – – – – – – – – – – – – 51 51
236 | Consolidated financial statements
in ` crore
Particulars Equity Other equity Total equity Non- Total
share Reserves and surplus Other comprehensive income attributable controlling equity
capital Securities Retained Capital General Share options Special Other Capital Equity Exchange Effective Other items to equity interest
(2)
premium earnings reserve reserve outstanding Economic reserves(4) redemption instruments differences portion of other holders
account Zone Re- reserve through other on of cash comprehensive of the
investment comprehensive translating flow income / (loss) Company
Reserve(3) income the financial hedges
statements
of a foreign
operation
Balance as at April 1,
2019 2,170 149 57,566 54 1,242 227 2,570 6 61 72 842 21 (32) 64,948 58 65,006
Impact on account of
adoption of Ind AS
116(1) (Refer to Note 2.19) – – (40) – – – – – – – – – – (40) – (40)
2,170 149 57,526 54 1,242 227 2,570 6 61 72 842 21 (32) 64,908 58 64,966
Changes in equity for
the year ended March
31, 2020
Profit for the period – – 16,594 – – – – – – – – – – 16,594 45 16,639
Remeasurement of the
net defined benefit
liability / asset(1)
(Refer to Notes 2.20.1
and 2.15) – – – – – – – – – – – – (180) (180) – (180)
Equity instruments
through other
comprehensive
income(1)
(Refer to Note 2.4) – – – – – – – – – (33) – – – (33) – (33)
Fair value changes on
derivatives designated
as cash flow hedge(1)
(Refer to Note 2.10) – – – – – – – – – – – (36) – (36) – (36)
Exchange differences
Consolidated financial statements | 237
on translation of
foreign operations – – – – – – – – – – 365 – – 365 13 378
Fair value changes on
investments(1)
(Refer to Note 2.4) – – – – – – – – – – – – 22 22 – 22
Total comprehensive
income for the period – – 16,594 – – – – – – (33) 365 (36) (158) 16,732 58 16,790
Shares issued on
exercise of employee
stock options
(Refer to Note 2.11) 1 5 – – – – – – – – – – – 6 – 6
238 | Consolidated financial statements
Net of tax
(1)
(3)
The Special Economic Zone Re-investment Reserve has been created out of the profit of eligible SEZ units in terms of the provisions of Sec 10AA(1)(ii) of Income-tax Act,1961. The reserve should be
utilized by the Group for acquiring new plant and machinery for the purpose of its business in the terms of the Sec 10AA(2) of the Income-tax Act, 1961.
(4)
Under the Swiss Code of Obligation, a few subsidiaries of Infosys Lodestone are required to appropriate a certain percentage of the annual profit to legal reserve, which 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.
The accompanying notes form an integral part of the Consolidated financial statements.
As per our report of even date attached
for Deloitte Haskins & Sells LLP for and on behalf of the Board of Directors of Infosys Limited
Chartered Accountants
Firm’s Registration Number :
117366W/W-100018
Sanjiv V. Pilgaonkar Nandan M. Nilekani Salil Parekh U.B. Pravin Rao
Partner Chairman Chief Executive Officer Chief Operating Officer
and Managing Director and Whole-time Director
Membership Number : 39826
Consolidated financial statements | 239
Mumbai Bengaluru
April 20, 2020 April 20, 2020
Consolidated Statement of Cash Flows
Accounting policy
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or
expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities
of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts
of cash to be cash equivalents.
in ` crore
Particulars Note no. Years ended March 31,
2020 2019
Cash flow from operating activities
Profit for the period 16,639 15,410
Adjustments to reconcile net profit to net cash provided by operating activities
Income tax expense 2.15 5,368 5,631
Depreciation and amortization 2.2 and
2.3.2 2,893 2,011
Interest and dividend income (1,613) (2,052)
Finance cost 2.19 170 –
Impairment loss recognized / (reversed) under expected credit loss model 161 239
Exchange differences on translation of assets and liabilities 184 66
Reduction in the fair value of disposal group held for sale 2.1.2 – 270
Adjustment in respect of excess of carrying amount over recoverable amount
on reclassification from “Held for Sale” 2.1.2 – 451
Stock compensation expense 2.11 249 202
Other adjustments (131) (102)
Changes in assets and liabilities
Trade receivables and unbilled revenue (3,861) (2,881)
Loans, other financial assets and other assets 76 (700)
Trade payables (373) 916
Other financial liabilities, other liabilities and provisions 1,791 2,212
Cash generated from operations 21,553 21,673
Income taxes paid (4,550) (6,832)
Net cash generated by operating activities 17,003 14,841
Cash flows from investing activities
Expenditure on property, plant and equipment (3,307) (2,445)
Loans to employees – 14
Deposits placed with corporation (108) (24)
Interest and dividend received 1,929 1,557
Payment towards acquisition of business, net of cash acquired (1,860) (550)
Payment of contingent consideration pertaining to acquisition of business (6) (18)
Advance payment towards acquisition of business – (206)
Redemption of escrow pertaining to buyback 2.6 257 (257)
Other receipts 46 –
Payments to acquire investments
Preference, equity securities and others (41) (21)
Tax-free bonds and government bonds (19) (17)
Liquid mutual funds and fixed maturity plan securities (34,839) (78,355)
Non-convertible debentures (993) (160)
Certificates of deposit (1,114) (2,393)
Government securities (1,561) (838)
Commercial paper – (491)
Others (29) (19)
Proceeds on sale of financial assets
Tax-free bonds and government bonds 87 1
Non-convertible debentures 1,888 738
Government securities 1,674 123
Commercial paper 500 300
Mumbai Bengaluru
April 20, 2020 April 20, 2020
Goodwill is tax-deductible.
244 | Consolidated financial statements Infosys Annual Report 2019-20
The fair value of each major class of consideration as at the The fair value of each major class of consideration as at the
acquisition date is as follows : acquisition date is as follows :
in ` crore in ` crore
Component Consideration Component Consideration
settled settled
Cash consideration 261 Cash consideration 54
Fair value of contingent consideration 89 Fair value of contingent consideration 24
Total purchase price 350 Total purchase price 78
The gross amount of trade receivables acquired and its fair The gross amount of trade receivables acquired and its fair value
value is ` 12 crore and the amount has been fully collected. is ` 50 crore and the amount has been substantially collected.
The payment of contingent consideration to sellers of The payment of contingent consideration to sellers of Infosys
WongDoody is dependent upon the achievement of certain Compaz Pte Ltd is dependent upon the achievement of
financial targets by WongDoody. At the acquisition date, certain revenue targets by Infosys Compaz Pte Ltd. At the
the key inputs used in determination of the fair value of acquisition date, the key inputs used in determination of the
contingent consideration are the discount rate of 16% and fair value of contingent consideration are the discount rate
the probabilities of achievement of the financial targets. of 9% and the probabilities of achievement of the financial
The undiscounted value of contingent consideration as at targets. The undiscounted value of contingent consideration
March 31, 2020 is US$ 19 million (` 145 crore). as at March 31, 2020 is SGD 7 million (` 37 crore).
The transaction costs of ` 3 crore related to the acquisition The transaction costs of ` 3 crore related to the acquisition
have been included in the Consolidated Statement of Profit have been included in the Consolidated Statement of Profit
and Loss for the year ended March 31, 2019. and Loss for the year ended March 31, 2019.
Infosys Compaz Pte Ltd (formerly Trusted Source Pte. Ltd) Fluido Oy
On November 16, 2018, Infosys Consulting Pte Ltd. On October 11, 2018, Infosys Consulting Pte Ltd.
(a wholly‑owned subsidiary of Infosys Limited) acquired (a wholly‑owned subsidiary of Infosys Limited) acquired
60% stake in Infosys Compaz Pte Ltd, a Singapore-based IT 100% voting interests in Fluido Oy (Fluido), a Nordic-based
services company. The business acquisition was conducted Salesforce advisor and consulting partner in cloud consulting,
by entering into a share purchase agreement for a total implementation and training services for a total consideration
consideration of up to SGD 17 million (approximately ` 91 of up to € 65 million (approximately ` 560 crore), comprising
crore on acquisition date), which includes a cash consideration cash consideration of € 45 million (approximately ` 388
of SGD 10 million (approximately ` 54 crore) and a contingent crore), contingent consideration of up to € 12 million
consideration of up to SGD 7 million (approximately ` 37
(approximately ` 103 crore) and retention payouts of up
crore on acquisition date). to € 8 million (approximately ` 69 crore), payable to the
The purchase price has been allocated based on the employees of Fluido over the next three years, subject to
Management’s estimates and independent appraisal of their continuous employment with the Group.
fair values as follows : Fluido brings to Infosys Salesforce expertise, alongside an
in ` crore agile delivery process that simplifies and scales digital efforts
Component Acquiree’s Fair value Purchase across channels and touchpoints. Further, Fluido strengthens
carrying adjustments price Infosys’ presence across the Nordic region with developed
amount allocated assets and client relationships. The excess of the purchase
Net assets(1) 92 – 92 consideration paid over the fair value of assets acquired has
Intangible assets been attributed to goodwill.
– Customer The purchase price has been allocated based on the
contracts and Management’s assumptions and estimates, and independent
relationships – 44 44 appraisal of fair values as follows :
Deferred tax in ` crore
liabilities on Component Acquiree’s Fair value Purchase
intangible assets – (7) (7) carrying adjustments price
92 37 129 amount allocated
Non-controlling Net assets(1) 12 – 12
interests (51) Intangible assets
Total purchase – Customer
price 78 contracts and
Includes cash and cash equivalents acquired of ` 65 crore
(1) relationships – 158 158
Intangible assets
– Salesforce
Relationships – 62 62
The gross amount of trade receivables acquired and its fair Goodwill is not tax-deductible.
value is ` 27 crore and the amount has been fully collected. The gross amount of trade receivables acquired and its fair value
The payment of contingent consideration to sellers of Fluido is ` 1,400 crore and the amount has been fully collected. Trade
is dependent upon the achievement of certain financial targets payables as on the acquisition date amounted to ` 1,508 crore.
by Fluido. At the acquisition date, the key inputs used in the The transaction costs of ` 8 crore related to the acquisition
determination of the fair value of contingent consideration have been included under administrative expenses in the
are the discount rate of 16% and the probabilities of Consolidated Statement of Profit and Loss for the year
achievement of the financial targets. The undiscounted value ended March 31, 2019.
of contingent consideration as at March 31, 2020 was € 9
million (` 73 crore).
Stater N.V.
On May 23, 2019, Infosys Consulting Pte Ltd. (a wholly‑owned
The transaction costs of ` 5 crore related to the acquisition
subsidiary of Infosys Limited) acquired 75% voting interests
have been included in the Consolidated Statement of Profit
in Stater N.V. (Stater), a wholly-owned subsidiary of ABN
and Loss for the year ended March 31, 2019.
AMRO Bank N.V., Netherlands, for a total cash consideration
HIPUS Co., Ltd (formerly Hitachi Procurement Service of € 154 million (approximately ` 1,195 crore). The Company
Co. Ltd) has recorded a financial liability for the estimated present
On April 1, 2019, Infosys Consulting Pte Ltd. (a wholly‑owned value of its gross obligation to purchase the non-controlling
subsidiary of Infosys Limited) acquired 81% voting interests interest as of the acquisition date in accordance with the
in HIPUS Co., Ltd (HIPUS), a wholly-owned subsidiary of share purchase agreement with a corresponding adjustment
Hitachi Ltd, Japan for a total cash consideration of JPY 3.29 to equity (refer to Note 2.12)
billion (approximately ` 206 crore). The Group recorded a Stater brings European mortgage expertise and a robust digital
financial liability for the estimated present value of its gross platform to drive superior customer experience. The excess of
obligation to purchase the non-controlling interest as of the purchase consideration paid over the fair value of assets
the acquisition date in accordance with the share purchase acquired has been attributed to goodwill.
agreement with a corresponding adjustment to equity The primary items that generated this goodwill are the value
(refer to Note 2.12). of the acquired assembled workforce and estimated synergies,
HIPUS handles indirect materials purchasing functions for the neither of which qualify as an amortizable intangible asset.
Hitachi Group. The entity provides end-to-end procurement
capabilities, through its procurement function expertise,
localized team and BPM networks in Japan. The excess of
the purchase consideration paid over the fair value of assets
acquired has been attributed to goodwill.
The primary items that generated this goodwill are the value
of the acquired assembled workforce and estimated synergies,
neither of which qualify as an amortizable intangible asset.
The changes in the carrying value of property, plant and equipment for the year ended March 31, 2019 were as follows :
in ` crore
Particulars Land – Land – Buildings Plant and Office Computer Furniture Leasehold Vehicles Total
Freehold Leasehold (1)
machinery equipment equipment & fixtures improvements
Gross carrying value
as at April 1, 2018 1,229 673 8,130 2,306 1,002 4,884 1,393 531 31 20,179
Additions 78 – 916 462 136 1,129 254 209 9 3,193
Additions – Business
combination – – – 1 2 34 7 3 – 47
Deletions – (68) (116) (60) (40) (239) (40) (21) (2) (586)
Reclassified from
assets held for sale
(Refer to Note 2.1.2) – – – 1 2 40 8 17 – 68
Translation
difference – – (4) (1) (1) (2) (2) – – (10)
Gross carrying
value as at March
31, 2019 1,307 605 8,926 2,709 1,101 5,846 1,620 739 38 22,891
Accumulated
depreciation as at
April 1, 2018 – (31) (2,719) (1,597) (719) (3,632) (1,017) (330) (18) (10,063)
The aggregate depreciation has been included under A summary of the changes in the carrying amount of
depreciation and amortization expense in the Consolidated goodwill is as follows :
Statement of Profit and Loss. in ` crore
Particulars As at March 31,
2.3 Goodwill and other intangible assets 2020 2019
2.3.1 Goodwill Carrying value at the beginning 3,540 2,211
Goodwill on HIPUS acquisition
Accounting policy (Refer to Note 2.1.1) 108 –
Goodwill represents the purchase consideration in excess Goodwill on WongDoody
of the Group’s interest in the net fair value of identifiable acquisition (Refer to Note 2.1.1) – 173
assets, liabilities and contingent liabilities of the acquired Goodwill on Fluido Oy
entity. When the net fair value of the identifiable assets, acquisition (Refer to Note 2.1.1) – 240
liabilities and contingent liabilities acquired exceeds the Goodwill on Stater acquisition
purchase consideration, the fair value of net assets acquired (Refer to Note 2.1.1) 399 –
is reassessed and the bargain purchase gain is recognized Goodwill on Simplus acquisition
in capital reserve. Goodwill is measured at cost less (Refer to Note 2.1.1) 983 –
accumulated impairment losses. Goodwill reclassified from
Impairment assets held for sale, net of
reduction in recoverable
Goodwill is tested for impairment on an annual basis and amount (Refer to Note 2.1.2) – 863
whenever there is an indication that the recoverable amount Translation differences 256 53
of a CGU is less than its carrying amount. For the impairment
Carrying value at the end 5,286 3,540
test, goodwill is allocated to the CGU or groups of CGUs
which benefit from the synergies of the acquisition. A CGU For the purpose of impairment testing, goodwill acquired in
is the smallest identifiable group of assets that generates cash a business combination is allocated to the CGU or groups of
inflows that are largely independent of the cash inflows from CGUs, which benefit from the synergies of the acquisition.
other assets or group of assets. Impairment occurs when the The Group internally reviews the goodwill for impairment at
carrying amount of a CGU including the goodwill, exceeds the the operating segment level, after allocation of the goodwill
estimated recoverable amount of the CGU. The recoverable to CGUs or groups of CGUs.
amount of a CGU is the higher of its fair value less cost to
The allocation of goodwill to operating segments as at
sell and its value-in-use. Value-in-use is the present value of
March 31, 2020 and March 31, 2019,is as follows :
future cash flows expected to be derived from the CGU. in ` crore
Total impairment loss of a CGU is allocated first to reduce the Segment As at March 31,
carrying amount of goodwill allocated to the CGU and then 2020 2019
to the other assets of the CGU pro-rata on the basis of the Financial services 1,262 743
carrying amount of each asset in the CGU. An impairment loss Retail 500 437
on goodwill is recognized in the Consolidated Statement of Communication 472 389
Profit and Loss and is not reversed in the subsequent period. Energy, Utilities, Resources and
Services 886 374
The changes in the carrying value of acquired intangible assets for the year ended March 31, 2020 are as follows :
in ` crore
Particulars Customer Software Intellectual Land Brand or Others(1) Total
-related -related property use- Trademark
rights rights -related
-related -related
Gross carrying value as at April 1, 2019 937 441 1 73 99 83 1,634
Additions – 86 – – – – 86
Acquisition through business combination
(Refer to Note 2.1.1) 817 110 – – 135 325 1,387
Reclassified on account of adoption of Ind AS 116 – – – (73) – – (73)
Translation difference 124 60 – – 7 3 194
Gross carrying value as at March 31, 2020 1,878 697 1 – 241 411 3,228
Accumulated amortization as at April 1, 2019 (557) (302) (1) (11) (44) (28) (943)
Amortization expense (146) (105) – – (17) (27) (295)
Reclassified on account of adoption of Ind AS 116 – – – 11 – – 11
Translation differences (52) (43) – – (5) (1) (101)
Accumulated amortization as at March 31, 2020 (755) (450) (1) – (66) (56) (1,328)
The changes in the carrying value of acquired intangible assets for the year ended March 31, 2019 were as follows :
in ` crore
Particulars Customer Software Intellectual Land Brand or Others(1) Total
-related -related property use- Trademark
rights rights -related
-related -related
Gross carrying value as at April 1, 2018 445 19 – 73 26 27 590
Reclassified from assets held for sale
(Refer to Note 2.1.2) 157 388 1 – 37 – 583
Additions – 9 – – – – 9
Acquisition through business combination
(Refer to Note 2.1.1) 334 – – – 36 62 432
Deletions – – – – – – –
Translation difference 1 25 – – – (6) 20
Gross carrying value as at March 31, 2019 937 441 1 73 99 83 1,634
Accumulated amortization as at April 1, 2018 (289) (19) – (10) (12) (13) (343)
Reclassified from assets held for sale
(Refer to Note 2.1.2) (56) (182) (1) – (21) – (260)
Amortization expense (112) (90) – (2) (10) (15) (229)
Reduction in value (Refer to Note 2.1.2) (93) – – – – – (93)
Deletions – – – – – – –
Translation differences (7) (11) – 1 (1) – (18)
Accumulated amortization as at March 31, 2019 (557) (302) (1) (11) (44) (28) (943)
Carrying value as at April 1, 2018 156 – – 63 14 14 247
Carrying value as at March 31, 2019 380 139 – 62 55 55 691
Estimated useful life (in years) 1-10 3-8 – 50 5-10 3-5
Estimated remaining useful life (in years) 0-7 1 – 43 2-8 2-3
Majorly includes intangibles related to Salesforce relationships
(1)
The amortization expense has been included under depreciation and amortization expense in the Consolidated
Statement of Profit and Loss.
Research and development expenditure
Research and development expense recognized in the Consolidated Statement of Profit and Loss for the years ended March 31,
2020 and March 31, 2019 was ` 829 crore and ` 769 crore, respectively.
2.4 Investments
in ` crore
Particulars As at March 31,
2020 2019
Non-current
Unquoted
Investments carried at fair value through other comprehensive income (Refer to Note 2.4.1)
Preference securities 101 89
Equity instruments 1 11
102 100
Investments carried at fair value through profit and loss (Refer to Note 2.4.1)
Preference securities 9 23
Others(1) 54 16
63 39
The balances held in government bonds as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars Face value As at March 31, 2020 As at March 31, 2019
PHP Units Amount Units Amount
Treasury Notes Philippines Govt. 29MAY2019 100 – – 45,000 6
Treasury Notes Philippines Govt. 17APRIL2019 100 – – 90,000 12
Treasury Notes Philippines Govt. 8MARCH2023 100 55,000 8 – –
Treasury Notes Philippines Govt. 4DECEMBER2022 100 90,000 13 – –
Total investments in government bonds 1,45,000 21 1,35,000 18
2.4.3 Details of investments in liquid mutual fund units and fixed maturity plans
The balances held in liquid mutual fund units as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars As at March 31, 2020 As at March 31, 2019
Units Amount Units Amount
Aditya Birla Sun Life Liquid Fund – Growth – Direct Plan 16,90,522 54 13,32,847 40
Aditya Birla Sun life Corporate Bond Fund – Growth - Direct Plan 2,66,97,315 211 1,96,00,407 141
Infosys Annual Report 2019-20 Consolidated financial statements | 255
Particulars As at March 31, 2020 As at March 31, 2019
Units Amount Units Amount
Aditya Birla Sun life Money Manager Fund – Growth – Direct Plan – – 79,75,385 201
Aditya Birla Sun Life Cash Manager – Growth 1,68,237 8 1,11,344 5
Axis Treasury Advantage Fund – Growth 8,65,146 201 – –
HDFC Overnight Fund Direct Plan – Growth Option 10,10,508 300 – –
HDFC Money market Fund – Direct Plan – Growth Option – – 7,72,637 303
HDFC Liquid fund – Direct Plan growth option 5,55,555 217 68,035 25
ICICI Prudential Liquid Fund – Direct plan – Growth 79,30,594 233 – –
ICICI Prudential Savings Fund – Direct Plan – Growth – – 83,40,260 301
IDFC Corporate Bond – Fund Direct Plan 1,19,02,495 17 13,14,84,437 169
Kotak Liquid Fund – Direct Plan – Growth Option 7,47,509 300 – -
Kotak Money Market Fund – Direct Plan – Growth Option – – 9,73,751 301
SBI Overnight Fund – Direct Plan – Growth 9,22,151 300 – –
SBI Premier Liquid Fund – Direct Plan – Growth 3,31,803 103 10,25,678 300
HDFC Corporate Bond Fund – Growth – Direct Plan – – – –
IDFC Banking and PSU fund Direct Plan – Growth Option 8,88,49,927 160 – –
Total investments in liquid mutual fund units 14,16,71,762 2,104 17,16,84,781 1,786
The balances held in fixed maturity plans as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars As at March 31, 2020 As at March 31, 2019
Units Amount Units Amount
Aditya Birla Sun Life Fixed Term Plan – Series OD 1145
Days – GR Direct 6,00,00,000 74 6,00,00,000 70
Aditya Birla Sun Life Fixed Term Plan – Series OE 1153
Days – GR Direct 2,50,00,000 31 2,50,00,000 29
HDFC FMP 1155D Feb 2017 – Direct Growth – Series 37 3,80,00,000 47 3,80,00,000 44
HDFC FMP 1169D Feb 2017 – Direct- Quarterly Dividend –
Series 37 4,50,00,000 45 4,50,00,000 45
ICICI FMP Series 80 – 1194 D Plan F Div 5,50,00,000 68 5,50,00,000 63
ICICI Prudential Fixed Maturity Plan Series 80 – 1187 Days Plan
G Direct Plan 4,20,00,000 52 4,20,00,000 49
ICICI Prudential Fixed Maturity Plan Series 80 – 1253 Days Plan
J Direct Plan 3,00,00,000 37 3,00,00,000 35
IDFC Fixed Term Plan Series 129 Direct Plan – Growth 1147
Days 1,00,00,000 12 1,00,00,000 12
IDFC Fixed Term Plan Series 131 Direct Plan – Growth 1139
Days 1,50,00,000 19 1,50,00,000 17
Kotak FMP Series 199 Direct – Growth 3,50,00,000 44 3,50,00,000 40
Nippon India Fixed Horizon Fund – XXXII Series 8 – Dividend
Plan 5,00,00,000 60 5,00,00,000 54
Total investments in fixed maturity plan securities 40,50,00,000 489 40,50,00,000 458
2.4.4 Details of investments in non-convertible debentures, government securities, certificates of deposit and
commercial paper
The balances held in non-convertible debenture units as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars Face value ` As at March 31, 2020 As at March 31, 2019
Units Amount Units Amount
7.03% LIC Housing Finance Ltd 28DEC2021 10,00,000 2,500 254 – –
7.24% LIC Housing Finance Ltd 23AUG2021 10,00,000 2,500 259 – –
7.48% Housing Development Finance Corporation
Ltd 18NOV2019 1,00,00,000 – – 50 51
7.58% LIC Housing Finance Ltd 28FEB2020 10,00,000 – – 1,000 101
7.58% LIC Housing Finance Ltd 11JUN2020 10,00,000 500 52 500 51
7.59% LIC Housing Finance Ltd 14OCT2021 10,00,000 3,000 312 3,000 306
7.75% LIC Housing Finance Ltd 27AUG2021 10,00,000 1,250 131 1,250 127
7.78% Housing Development Finance Corporation
Ltd 24MAR2020 1,00,00,000 – – 100 100
256 | Consolidated financial statements Infosys Annual Report 2019-20
Particulars Face value ` As at March 31, 2020 As at March 31, 2019
Units Amount Units Amount
7.79% LIC Housing Finance Ltd 19JUN2020 10,00,000 500 53 500 53
7.80% Housing Development Finance Corporation
Ltd 11NOV2019 1,00,00,000 – – 150 154
7.81% LIC Housing Finance Ltd 27APR2020 10,00,000 2,000 215 2,000 214
7.95% Housing Development Finance Corporation
Ltd 23SEP2019 1,00,00,000 – – 50 52
8.02% LIC Housing Finance Ltd 18FEB2020 10,00,000 – – 500 51
8.26% Housing Development Finance Corporation
Ltd 12AUG2019 1,00,00,000 – – 100 105
8.37% LIC Housing Finance Ltd 03OCT2019 10,00,000 – – 2,000 216
8.37% LIC Housing Finance Ltd 10MAY2021 10,00,000 500 54 500 54
8.47% LIC Housing Finance Ltd 21JAN2020 10,00,000 – – 500 51
8.49% Housing Development Finance Corporation
Ltd 27APR2020 5,00,000 900 49 900 49
8.50% Housing Development Finance Corporation
Ltd 31AUG2020 1,00,00,000 100 106 100 105
8.50% LIC Housing Finance Ltd 20JUN2022 10,00,000 2,950 323 – –
8.58% Housing Development Finance Corporation
Ltd 22MAR2022 10,00,000 1,250 129 – –
8.59% Housing Development Finance Corporation
Ltd 14JUN2019 1,00,00,000 – – 50 51
8.60% LIC Housing Finance Ltd 22JUL2020 10,00,000 1,000 107 1,000 107
8.60% LIC Housing Finance Ltd 29JUL2020 10,00,000 1,750 187 1,750 186
8.61% LIC Housing Finance Ltd 11DEC2019 10,00,000 – – 1,000 103
8.72% Housing Development Finance Corporation
Ltd 15APR2019 1,00,00,000 – – 75 75
8.75% Housing Development Finance Corporation
Ltd 13JAN2020 5,00,000 – – 5,000 256
8.75% LIC Housing Finance Ltd 14JAN2020 10,00,000 – – 1,070 110
8.75% LIC Housing Finance Ltd 21DEC2020 10,00,000 1,000 101 1,000 101
8.80% LIC Housing Finance Ltd 24Dec2020 10,00,000 650 66 650 67
8.97% LIC Housing Finance Ltd 29OCT2019 10,00,000 – – 500 52
9.45% Housing Development Finance Corporation
Ltd 21AUG2019 10,00,000 – – 3,000 318
Total investments in non-convertible debentures 22,350 2,398 28,295 3,266
The balances held in government securities as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars Face value ` As at March 31, 2020 As at March 31, 2019
Units Amount Units Amount
7.17% Government of India 8JAN2028 10,000 1,25,000 132 6,75,000 672
7.26% Government of India 14JAN2029 10,000 5,00,000 532 – –
7.95% Government of India 28AUG2032 10,000 – – 50,000 52
Total investments in government securities 6,25,000 664 7,25,000 724
The balances held in certificates of deposit as at March 31, 2020 and March 31, 2019 are as follows :
in ` crore, except as otherwise stated
Particulars Face value ` As at March 31, 2020 As at March 31, 2019
Units Amount Units Amount
Axis Bank 1,00,000 25,000 240 90,000 872
Bank of Baroda 1,00,000 65,000 638 – –
ICICI Bank 1,00,000 – – 75,000 738
Kotak Bank 1,00,000 – – 77,000 747
Oriental Bank of Commerce 1,00,000 25,000 248 – –
Vijaya Bank 1,00,000 – – 12,500 125
Total investments in certificates of deposit 1,15,000 1,126 2,54,500 2,482
During the year ended March 31, 2020, tax-free bonds and non-convertible debentures of ` 662 crore were transferred from
Level 2 to Level 1 of fair value hierarchy, since these were valued based on quoted price and ` 50 crore was transferred from
Level 1 to Level 2 of fair value hierarchy, since these were valued based on market observable inputs.
The fair value hierarchy of assets and liabilities as at March 31, 2019 was as follows :
in ` crore
Particulars As at March Fair value measurement at end of
31, 2019 the reporting period using
Level 1 Level 2 Level 3
Assets
Investments in liquid mutual funds (Refer to Note 2.4) 1,786 1,786 – –
Investments in tax-free bonds (Refer to Note 2.4) 2,107 1,836 271 –
Investments in government bonds (Refer to Note 2.4) 18 18 – –
Investments in equity instruments (Refer to Note 2.4) 11 – – 11
Investments in preference securities (Refer to Note 2.4) 112 – – 112
Investments in non-convertible debentures (Refer to Note 2.4) 3,266 1,780 1,486 –
Investments in certificates of deposit (Refer to Note 2.4) 2,482 – 2,482 –
Investment in Government securities (Refer to Note 2.4) 724 724 – –
Investments in commercial paper (Refer to Note 2.4) 495 – 495 –
Investments in fixed maturity plan securities (Refer to Note 2.4) 458 – 458 –
Other investments (Refer to Note 2.4) 16 – – 16
Derivative financial instruments - gain on outstanding foreign currency
forward and options contracts (Refer to Note 2.6) 336 – 336 –
Liabilities
Derivative financial instruments - loss on outstanding foreign currency
forward and options contracts (Refer to Note 2.12) 15 – 15 –
Liability towards contingent consideration (Refer to Note 2.12)(1) 190 – – 190
Discount rate pertaining to contingent consideration ranges from 9% to 16%.
(1)
The foreign currency risk from financial assets and liabilities as at March 31, 2020 is as follows :
in ` crore
Particulars USD Euro GBP AUD Other Total
currencies
Cash and cash equivalents 1,228 507 163 208 1,242 3,348
Trade receivables 11,565 2,331 1,064 652 2,200 17,812
Other financial assets (including loans) 3,060 555 178 174 392 4,359
Trade payables (764) (157) (103) (74) (1,453) (2,551)
Lease liabilities (1,681) (988) (355) (59) (496) (3,579)
Other financial liabilities (4,040) (796) (160) (268) (1,348) (6,612)
Net assets / (liabilities) 9,368 1,452 787 633 537 12,777
The foreign currency risk from financial assets and liabilities as at March 31, 2019 was as follows :
in ` crore
Particulars USD Euro GBP AUD Other Total
currencies
Cash and cash equivalents 1,640 266 110 213 1,113 3,342
Trade receivables 9,950 1,844 1,025 527 971 14,317
Other financial assets (including loans) 2,050 430 145 144 431 3,200
Trade payables (708) (128) (139) (80) (107) (1,162)
Other financial liabilities (3,523) (454) (192) (177) (595) (4,941)
Net assets / (liabilities) 9,409 1,958 949 627 1,813 14,756
Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion into
functional currency, due to exchange rate fluctuations between the previous reporting period and the current reporting period.
Derivative financial instruments
The Group holds derivative financial instruments such as foreign currency forward and options contracts to mitigate the
risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank.
These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or
inputs that are directly or indirectly observable in the marketplace.
The foreign exchange forward and options contracts mature The Group determines the existence of an economic
within 12 months. The table below analyses the derivative relationship between the hedging instrument and the hedged
financial instruments into relevant maturity groupings based item based on the currency, amount and timing of its forecasted
on the remaining period as at the Balance Sheet date : cash flows. Hedge effectiveness is determined at the inception
in ` crore of the hedge relationship, and through periodic prospective
Particulars As at March 31, effectiveness assessments to ensure that an economic
2020 2019 relationship exists between the hedged item and hedging
Not later than one month 5,687 4,432 instrument, including whether the hedging instrument is
Later than one month and not expected to offset changes in cash flows of hedged items.
later than three months 8,727 6,921 If the hedge ratio for risk management purposes is no
Later than three months and longer optimal but the risk management objective remains
not later than one year 3,206 4,085 unchanged and the hedge continues to qualify for hedge
17,620 15,438 accounting, the hedge relationship will be rebalanced by
adjusting either the volume of the hedging instrument
During the year ended March 31, 2020, the Group has designated or the volume of the hedged item so that the hedge ratio
certain foreign exchange forward and options contracts as cash aligns with the ratio used for risk management purposes.
flow hedges to mitigate the risk of foreign exchange exposure Any hedge ineffectiveness is calculated and accounted for in
on highly probable forecast cash transactions. The related hedge the Consolidated Statement of Profit and Loss at the time of
transactions for balance in cash flow hedges as of March 31, 2020 the hedge relationship rebalancing.
are expected to occur and will be reclassified to the Consolidated
Statement of Profit and Loss within three months.
The Group offsets a financial asset and a financial liability when it currently has a legally enforceable right to set off the recognized
amounts and the Group intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
The quantitative information about offsetting of derivative financial assets and derivative financial liabilities is as follows :
in ` crore
Particulars As at March 31, 2020 As at March 31, 2019
Derivative Derivative Derivative Derivative
financial asset financial liability financial asset financial liability
Gross amount of recognized financial asset / liability 86 (515) 338 (17)
Amount set off (24) 24 (2) 2
Net amount presented in Balance Sheet 62 (491) 336 (15)
The details regarding the contractual maturities of significant financial liabilities as at March 31, 2020 are as follows :
in ` crore
Particulars Less than 1 year 1-2 years 2-4 years 4-7 years Total
Trade payables 2,852 – – – 2,852
Other financial liabilities (excluding liability towards
contingent consideration) (Refer to Note 2.12) 7,939 22 5 – 7,966
Financial liability under option arrangements – – 621 – 621
Liability towards contingent consideration on an
undiscounted basis (Refer to Note 2.12) 225 75 67 – 367
The details regarding the contractual maturities of significant financial liabilities as at March 31, 2019 were as follows :
in ` crore
Particulars Less than 1 year 1-2 years 2-4 years 4-7 years Total
Trade payables 1,655 – – – 1,655
Other financial liabilities (excluding liability towards
contingent consideration) (Refer to Note 2.12) 8,716 11 4 – 8,731
Liability towards contingent consideration on an
undiscounted basis (Refer to Note 2.12) 114 83 – 36 233
2.11 Equity were recognized. On April 1, 2019, the Group adopted these
amendments and there was no impact of these amendments on
Accounting policy the Company’s consolidated financial statements.
Ordinary shares
Description of reserves
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issuance of new ordinary shares, Retained earnings
share options and buyback are recognized as a deduction Retained earnings represent the amount of accumulated
from equity, net of any tax effects. earnings of the Group.
Treasury shares Securities premium
When any entity within the Group purchases the Company’s The amount received in excess of the par value has been
ordinary shares, the consideration paid including any directly classified as securities premium.
attributable incremental cost is presented as a deduction from Share options outstanding account
total equity, until they are cancelled, sold or reissued. When The share options outstanding account is used to record the
treasury shares are sold or reissued subsequently, the amount fair value of equity-settled share-based payment transactions
received is recognized as an increase in equity, and the with employees. The amounts recorded in share options
resulting surplus or deficit on the transaction is transferred outstanding account are transferred to securities premium
to / from the securities premium. upon exercise of stock options and transferred to general
In December 2017, Ind AS 12, Income Taxes was amended reserve on account of stock options not exercised by employees.
which clarified that an entity shall recognize the income tax Other reserves
consequences of dividends on financial instruments classified as
equity according to where the entity originally recognized those The Special Economic Zone Re-investment Reserve has been
past transactions or events that generated distributable profits created out of the profit of the eligible SEZ unit in terms
of the provisions of Sec 10AA (1)(ii) of Income-tax Act,
The details of shareholders holding more than 5% shares as at March 31, 2020 and March 31, 2019 are as follows :
Name of the shareholder As at March 31, 2020 As at March 31, 2019
No. of shares % held No. of shares % held
Deutsche Bank Trust Company Americas (Depository of
ADRs – legal ownership) 73,93,01,182 17.36 74,62,54,648 17.11
Life Insurance Corporation of India 28,20,08,863 6.62 25,43,32,376 5.83
The reconciliation of the number of shares outstanding and the amount of share capital as at March 31, 2020 and March 31,
2019 are as follows :
in ` crore, except as stated otherwise
Particulars As at March 31, 2020 As at March 31, 2019
Number of shares Amount Number of shares Amount
As at the beginning of the period 433,59,54,462 2,170 217,33,12,301 1,088
Add : Shares issued on exercise of employee stock options
– before bonus issue – – 3,92,528 –
Add : Bonus shares issued – – 217,37,04,829 1,088
Add : Shares issued on exercise of employee stock options
– after bonus issue 26,66,014 1 11,96,804 –
Less : Shares bought back(1)(2) 9,78,67,266 49 1,26,52,000 6
As at the end of the period 424,07,53,210 2,122 433,59,54,462 2,170
(1)
Includes 18,18,000 shares which have been purchased on account of buyback during the three months ended March 31, 2019 and have not been
extinguished as of March 31, 2019
(2)
Includes 36,36,000 shares which have been purchased on account of buyback during the three months ended March 31, 2019 but have not been settled
and therefore not extinguished as of March 31, 2019
The summary of grants during the years ended March 31, 2020 and March 31, 2019 is as follows :
Notes on grants to KMP date. Accordingly, annual time-based grant of 41,782 RSUs
was made effective February 27, 2020 for fiscal 2020. Though
CEO & MD the annual time‑based grants for the remaining employment
Under the 2015 Plan : term ending on March 31, 2023 have not been granted
In accordance with the employee agreement which has been as of March 31, 2020, since the service commencement
approved by the shareholders, the CEO is eligible to receive date precedes the grant date, the Company has recorded
an annual grant of RSUs of fair value ` 3.25 crore which will employment stock compensation expense in accordance with
vest over time in three equal annual installments upon the Ind AS 102, Share-based Payment.
completion of each year of service from the respective grant
The activity in the 2015 and 2019 Plan for equity-settled share-based payment transactions during the years ended March 31,
2020 and March 31, 2019 is as follows :
Particulars Year ended March 31, 2020 Year ended March 31, 2019(1)
Shares arising Weighted average Shares arising Weighted average
out of options exercise price (`) out of options exercise price (`)
2015 Plan : RSUs
Outstanding at the beginning 91,81,198 3.13 75,00,818 2.50
Granted 38,54,176 5.00 43,40,700 3.84
Exercised 25,61,218 2.95 18.64,510 2.50
Modification to cash-settled awards 10,61,820 – – –
During the years ended March 31, 2020 and March 31, 2019, the weighted average share price of options exercised under the
2015 Plan on the date of exercise was ` 751 and ` 701 (adjusted for the September 2018 bonus issue), respectively.
The summary of information about equity-settled RSUs and ESOPs outstanding as at March 31, 2020 is as follows :
Range of exercise prices per share (`) 2019 Plan – Options outstanding 2015 Plan – Options outstanding
No. of Weighted Weighted No. of Weighted Weighted
shares average average shares average average
arising out remaining exercise arising out remaining exercise
of options contractual life price (`) of options contractual life price (`)
0-5 (RSU) 20,91,293 1.76 5.00 87,80,898 1.59 3.96
450-600 (ESOP) – – – 11,00,330 3.48 539
20,91,293 1.76 5.00 98,81,228 1.80 64
The summary of information about equity-settled RSUs and ESOPs outstanding as at March 31, 2019 was as follows :
Range of exercise prices per share (`) 2015 Plan – Options outstanding(1)
No. of shares Weighted average Weighted
arising out of remaining average exercise
options contractual life price (`)
0-5 (RSU) 91,81,198 1.70 3.13
450-600 (ESOP) 16,23,176 5.04 516
1,08,04,374 2.20 80
Information is adjusted for the September, 2018 bonus issue.
(1)
As at March 31, 2020 and March 31, 2019, 17,56,521 on historical volatility of the observed market prices of the
and 1,77,454 (net of forfeitures) cash-settled options were Company’s publicly-traded equity shares during a period
outstanding, respectively. The carrying value of liability equivalent to the expected term of the options. Expected
towards cash-settled share-based payments was ` 48 crore and volatility of the comparative company have been modelled
` 9 crore as at March 31, 2020 and March 31, 2019, respectively. based on historical movements in the market prices of their
The fair value of the awards are estimated using publicly-traded equity shares during a period equivalent to
the Black‑Scholes Model for time and non-market the expected term of the options. Correlation coefficient is
performance‑based options and Monte Carlo simulation calculated between each peer entity and the indices as a whole
model is used for TSR-based options. or between each entity in the peer group.
The inputs to the model include the share price at date of
grant, exercise price, expected volatility, expected dividends,
expected term and the risk-free rate of interest. Expected
volatility during the expected term of the options is based
The expected life of the RSU / ESOP is estimated based on the vesting term and contractual term of the RSU / ESOP, as well as
expected exercise behavior of the employee who receives the RSU / ESOP.
Company has recorded a financial liability as at March 31, 2019 for the
Financial liability under option obligation to acquire its own equity shares to the extent of standing
arrangements instructions provided to its registered broker for the buyback (refer to
(Refer to Note 2.1.1)(2) 621 – Note 2.11). The financial liability is recognized at the present value of
Payable for acquisition of business the maximum amount that the Company would be required to pay to
(Refer to Note 2.1.1)(2) the registered broker for buyback, with a corresponding debit in general
reserve / retained earnings. The liability has been utilized towards
Contingent consideration 121 88 buyback of equity shares which was completed on August 26, 2019.
Other payables(1) 5 –
Total non-current other financial 2.13 Other liabilities
liabilities 807 147 in ` crore
Current Particulars As at March 31,
Unpaid dividends(1) 30 29 2020 2019
Others Non-current
Accrued compensation to Others
employees(1) 2,958 2,572 Deferred income – government
Accrued expenses(1) 3,921 3,319 grant on land use rights 43 42
Retention monies(1) 72 112 Accrued gratuity
Payable for acquisition of (Refer to Note 2.20.1) 28 30
business Accrued provident fund liability
Contingent consideration (Refer to Note 2.20.2) 185 –
(Refer to Note 2.1.1)(2) 219 102 Deferred rent
Payable by controlled trusts(1) 188 168 (Refer to Note 2.19) – 174
Financial liability relating to Deferred income 21 29
buyback (Refer to Note 2.11)(1)(4) – 1,202 Others 2 –
Compensated absences 1,832 1,619 Total non-current other liabilities 279 275
Foreign currency forward and Current
options contracts(2)(3) 491 15 Unearned revenue 2,990 2,809
Capital creditors(1) 280 676 Client deposit 18 26
Other payables(1) 490 638 Others
Total current other financial Withholding taxes and others 1,759 1,487
liabilities 10,481 10,452 Accrued gratuity
Total other financial liabilities 11,288 10,599 (Refer to Note 2.20.1) 3 2
(1)
Financial liability carried at amortized Accrued provident fund liability
cost 7,966 8,731 (Refer to Note 2.20.2) 64 –
272 | Consolidated financial statements Infosys Annual Report 2019-20
Particulars As at March 31, The movement in the provision for post-sales client support
2020 2019 and other provisions is as follows :
in ` crore
Deferred rent (Refer to Note 2.19) – 63
Deferred income – government Particulars Year ended
grant on land use rights 2 1 March 31, 2020
Others 6 – Balance at the beginning 576
Total current other liabilities 4,842 4,388 Provision recognized / (reversed) 116
Total other liabilities 5,121 4,663 Provision utilized (174)
Exchange difference 54
2.14 Provisions Balance at the end 572
Accounting policy Provision for post-sales client support and other provisions
A provision is recognized if, as a result of a past event, the Group represents cost associated with providing post-sales support
has a present legal or constructive obligation that is reasonably services which are accrued at the time of recognition of revenues
estimable, and it is probable that an outflow of economic and are expected to be utilized over a period of one year.
benefits will be required to settle the obligation. Provisions are 2.15 Income taxes
determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time Accounting policy
value of money and the risks specific to the liability. Income tax expense comprises current and deferred income
Contingent liability is a possible obligation arising from past tax. Income tax expense is recognized in net profit in the
events and whose existence will be confirmed only by the Consolidated Statement of Profit and Loss except to the extent
occurrence or non-occurrence of one or more uncertain that it relates to items recognized directly in equity, in which
future events not wholly within the control of the entity case it is recognized in other comprehensive income. Current
or a present obligation that arises from past events but is income tax for current and prior periods is recognized at the
not recognized because it is not probable that an outflow of amount expected to be paid to or recovered from the tax
resources embodying economic benefits will be required to authorities, using the tax rates and tax laws that have been
settle the obligation or the amount of the obligation cannot enacted or substantively enacted by the Balance Sheet date.
be measured with sufficient reliability. Deferred income tax assets and liabilities are recognized for all
temporary differences arising between the tax bases of assets
a. Post-sales client support and liabilities and their carrying amounts in the financial
The Group provides its clients with a fixed-period post-sales statements except when the deferred income tax arises from
support on its fixed-price, fixed-timeframe contracts. Costs the initial recognition of goodwill or an asset or liability in
associated with such support services are accrued at the time a transaction that is not a business combination and affects
related revenues are recorded and included in Consolidated neither accounting nor taxable profit or loss at the time of the
Statement of Profit and Loss. The Group estimates such costs transaction. Deferred tax assets are reviewed at each reporting
based on historical experience and estimates are reviewed on date and are reduced to the extent that it is no longer probable
a periodic basis for any material changes in assumptions and that the related tax benefit will be realized.
likelihood of occurrence. Deferred income tax assets and liabilities are measured using
b. Onerous contracts tax rates and tax laws that have been enacted or substantively
enacted by the Balance Sheet date and are expected to apply
Provisions for onerous contracts are recognized when
to taxable income in the years in which those temporary
the expected benefits to be derived by the Group from a
differences are expected to be recovered or settled. The effect of
contract are lower than the unavoidable costs of meeting
changes in tax rates on deferred income tax assets and liabilities
the future obligations under the contract. The provision is
is recognized as income or expense in the period that includes
measured at the present value of the lower of the expected
the enactment or the substantive enactment date. A deferred
cost of terminating the contract and the expected net
income tax asset is recognized to the extent that it is probable
cost of continuing with the contract. Before a provision is
that future taxable profit will be available against which the
established, the Group recognizes any impairment loss on
deductible temporary differences and tax losses can be utilized.
the assets associated with that contract.
Deferred income taxes are not provided on the undistributed
The provision for post-sales client support and other earnings of subsidiaries and branches where it is expected that
provisions is as follows : the earnings of the subsidiary or branch will not be distributed
in ` crore
in the foreseeable future.
Particulars As at March 31,
The Group offsets current tax assets and current tax liabilities,
2020 2019
where it has a legally enforceable right to set off the recognized
Current
amounts and where it intends either to settle on a net basis,
Others or to realize the asset and settle the liability simultaneously.
Post-sales client support and Tax benefits of deductions earned on exercise of employee
other provisions 572 576 share options in excess of compensation charged to income
Total provisions 572 576 are credited to securities premium.
The gross movement in the current income tax asset / (liability) for the years ended March 31, 2020 and March 31, 2019 is as follows :
in ` crore
Particulars Years ended March 31,
2020 2019
Net current income tax asset / (liability) at the beginning 5,176 4,027
Translation differences (4) (1)
Income tax paid 4,550 6,832
Current income tax expense (5,775) (5,727)
Reclassified under assets held for sale (Refer to Note 2.1.2) – 23
Reclassified from held for sale (Refer to Note 2.1.2) – 13
Income tax benefit arising on exercise of stock options 9 8
Additions through business combination (40) (9)
Tax impact on buyback expenses 4 4
Income tax on other comprehensive income (19) 6
Net current income tax asset / (liability) at the end 3,901 5,176
The movement in gross deferred income tax assets / liabilities (before set-off) for the year ended March 31, 2020 is as follows :
in ` crore
Particulars Carrying Changes Addition Changes Reclassification Impact on Translation Carrying
value as through through through account difference value as of
at April 1, profit and business OCI of Ind March 31,
2019 loss combination AS 116 2020
adoption
Deferred income
tax assets/
(liabilities)
Property, plant
and equipment 262 (20) 1 – – – 1 244
Lease liabilities – 76 – – 52 6 2 136
Accrued
compensation to
employees 31 23 – – – – (2) 52
Trade receivables 176 21 – – – – – 197
Compensated
absences 397 35 – – – – 1 433
Post-sales client
support 104 7 – – – – – 111
Credits related to
branch profits 340 14 – – – – 23 377
Derivative
financial
instruments (106) 255 – 12 – – 1 162
Intangible assets 16 1 – – – – 3 20
Intangibles
arising on
business
combinations (128) 44 (326) – – – (16) (426)
Branch profit tax (541) 22 – – – – (36) (555)
Others 149 (71) 9 (7) (52) – (3) 25
Total deferred
income tax assets /
(liabilities) 700 407 (316) 5 – 6 (26) 776
The deferred income tax assets and liabilities are as follows : are deductible, the Management believes that the Group will
in ` crore realize the benefits of those deductible differences. The amount
Particulars As at March 31, of the deferred income tax assets considered realizable, however,
2020 2019 could be reduced in the near term if estimates of future taxable
Deferred income tax assets after income during the carry forward period are reduced.
set-off 1,744 1,372
2.16 Revenue from operations
Deferred income tax liabilities
after set-off (968) (672) Accounting policy
The Group derives revenues primarily from IT services
Deferred tax assets and deferred tax liabilities have been offset
comprising software development and related services,
wherever the Group has a legally enforceable right to set off
maintenance, consulting and package implementation,
current tax assets against current tax liabilities and where the
licensing of software products and platforms across the
deferred tax assets and deferred tax liabilities relate to income
Group’s core and digital offerings (together called as “software
taxes levied by the same taxation authority.
related services”) and business process management services.
In assessing the reliability of deferred income tax assets, the Contracts with customers are either on a time-and-material,
Management considers whether some portion or all of the unit-of-work, fixed-price or on a fixed-timeframe basis.
deferred income tax assets will not be realized. The ultimate
Effective April 1, 2018, the Company adopted Ind AS 115,
realization of deferred income tax assets is dependent upon
Revenue from Contracts with Customers using the cumulative
the generation of future taxable income during the periods
catch-up transition method, applied to contracts that were
in which the temporary differences become deductible.
not completed as of April 1, 2018. The effect on adoption of
The Management considers the scheduled reversals of deferred
Ind AS 115 was insignificant.
income tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. Based on the level Revenues from customer contracts are considered for
of historical taxable income and projections for future taxable recognition and measurement when the contract has been
income over the periods in which the deferred income tax assets approved in writing by the parties to the contract, the parties
For the years ended March 31, 2020 and March 31, 2019 :
in ` crore
Particulars Financial Retail(2) Communication(3) Energy, Manufacturing Hi-Tech Life Others Total
Services(1) Utilities, Sciences(4) (5)
Resources
& Services
Revenues by geography(6)
North America 16,749 9,222 7,332 6,456 5,131 6,537 3,816 564 55,807
16,052 8,792 5,579 5,867 4,336 5,914 3,066 432 50,038
Europe 5,983 3,966 1,925 4,207 3,576 191 1,892 176 21,916
4,890 3,836 1,897 3,550 3,497 106 2,011 155 19,942
India 1,311 48 192 12 88 207 39 468 2,365
1,209 23 56 3 86 137 12 522 2,048
Rest of the world 4,582 799 2,535 1,061 336 37 90 1,263 10,703
4,326 905 2,894 970 233 20 114 1,185 10,647
Total 28,625 14,035 11,984 11,736 9,131 6,972 5,837 2,471 90,791
26,477 13,556 10,426 10,390 8,152 6,177 5,203 2,294 82,675
Revenue by offerings
Digital 11,562 6,165 4,843 4,485 3,481 2,541 1,850 690 35,617
8,277 4,715 3,598 3,061 2,427 2,084 1,289 346 25,797
Core 17,063 7,870 7,141 7,251 5,650 4,431 3,987 1,781 55,174
18,200 8,841 6,828 7,329 5,725 4,093 3,914 1,948 56,878
Total 28,625 14,035 11,984 11,736 9,131 6,972 5,837 2,471 90,791
26,477 13,556 10,426 10,390 8,152 6,177 5,203 2,294 82,675
(1)
Financial Services include enterprises in Financial Services and Insurance
(2)
Retail includes enterprises in Retail, Consumer Packaged Goods and Logistics
(3)
Communication includes enterprises in Communication, Telecom OEM and Media
(4)
Life Sciences includes enterprises in Life sciences and Health care
(5)
Others include operating segments of businesses in India, Japan, China, Infosys Public Services and other enterprises in Public Services
(6)
Geographical revenues are based on the domicile of customer.
The break-up of current and non-current lease liabilities as The aggregate depreciation on ROU assets has been included
of March 31, 2020 is as follows : under depreciation and amortization expense in the
in ` crore Consolidated Statement of Profit and Loss.
Particulars Amount The movement in the net investment in sublease of ROU
Current lease liabilities 619 assets during the year ended March 31, 2020 is as follows :
Non-current lease liabilities 4,014 in ` crore
Total 4,633 Particulars Year ended
March 31,
The movement in lease liabilities during the year ended
2020
March 31, 2020 is as follows :
in ` crore
Balance at the beginning 430
Interest income accrued during the period 15
Particulars Year ended Lease receipts (46)
March 31, Translation difference 34
2020 Balance at the end 433
Balance at the beginning 3,598
Additions 1,241 The details regarding the contractual maturities of net
Additions through business combination investment in sublease of ROU asset as of March 31, 2020
(Refer to Note 2.1) 224 on an undiscounted basis are as follows :
` 202 crore for the years ended March 31, 2020 and March 31, 2019, of the outstanding equity shares). Dilutive potential equity
respectively shares are deemed converted as at the beginning of the period,
unless issued at a later date. Dilutive potential equity shares
2.21 Reconciliation of basic and diluted shares are determined independently for each period presented.
used in computing earnings per share The number of equity shares and potentially dilutive equity
Accounting policy shares are adjusted retrospectively for all periods presented for
any share splits and bonus shares issues including for changes
Basic earnings per equity share is computed by dividing the
effected prior to the approval of the financial statements by
net profit attributable to the equity holders of the Company
the Board of Directors.
by the weighted average number of equity shares outstanding
A reconciliation of the equity shares used in the computation of basic and diluted earnings per equity share is as follows :
Particulars Years ended March 31,
2020 2019
Basic earnings per equity share – weighted average number of equity shares
outstanding(1) 425,77,54,522 434,71,30,157
Effect of dilutive common equivalent shares – share options outstanding 73,89,706 62,90,615
Diluted earnings per equity share – weighted average number of equity shares and
common equivalent shares outstanding 426,51,44,228 435,34,20,772
Information in the table above is adjusted for September 2018 bonus issue whereever applicable (refer to Note 2.11).
(1)
Excludes treasury shares
For the years ended March 31, 2020 and March 31, 2019, 13,093 and nil number of options to purchase equity shares had
an anti-dilutive effect, respectively.
2.22 Contingent liabilities and commitments (to the extent not provided for)
in ` crore
Particulars As at March 31,
2020 2019
Contingent liabilities
Claims against the Group, not acknowledged as debts(2) 3,583 3,081
[Amount paid to statutory authorities ` 5,353 crore (` 5,925 crore)]
Commitments
Estimated amount of contracts remaining to be executed on capital contracts and not provided
for (net of advances and deposits)(3) 1,365 1,724
Other commitments(1) 61 86
(1)
Uncalled capital pertaining to investments
(2)
As at March 31, 2020, claims against the Group not acknowledged as debts in respect of income tax matters amounted to ` 3,353 crore. The claims
against the Group majorly represent demands arising on completion of assessment proceedings under the Income-tax Act, 1961. These claims are on
account of multiple issues of disallowances such as disallowance of profits earned from STP units and SEZ units, disallowance of deductions in respect
of employment of new employees under Section 80JJAA, disallowance of expenditure towards software being held as capital in nature, payments made
to associated enterprises held as liable for withholding of taxes. These matters are pending before various appellate authorities and the Management,
including its tax advisors, expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Group’s
financial position and results of operations.
Amount paid to statutory authorities against the above tax claims amounted to ` 5,352 crore.
(3)
Capital contracts primarily comprises commitments for infrastructure facilities and computer equipment.
Legal proceedings
The Audit Committee appointed an external legal counsel to conduct an independent investigation into the whistleblower
allegations which have been previously disclosed to stock exchanges on October 22, 2019 and to the Securities and Exchange
Commission (SEC) on Form 6-K on the same date. As previously disclosed on January 10, 2020, the outcome of the investigation
has not resulted in restatement of previously issued financial statements.
(1)
Wholly-owned subsidiary of Infosys Limited (18)
Incorporated effective November 29, 2018
(2)
Majority-owned and controlled subsidiary of Infosys Limited (19)
Incorporated effective November 27, 2018, a wholly-owned subsidiary
(3)
Liquidated effective November 17, 2019 of Infosys Public Services, Inc.
(4)
Wholly-owned subsidiary of Infosys BPM Limited (20)
On April 1, 2019, Infosys Consulting Pte Ltd. acquired 81% voting
(5)
Wholly-owned subsidiary of Infosys Consulting Holding AG (formerly interests in HIPUS Co., Ltd.
Lodestone Holding AG) (21)
On May 23, 2019, Infosys Consulting Pte Ltd. acquired 75% voting
(6)
Majority-owned and controlled subsidiary of Infosys Consulting interests in Stater N.V.
Holding AG (formerly Lodestone Holding AG) (22)
Majority-owned and controlled subsidiary of Stater N.V.
(7)
Wholly-owned subsidiary of Panaya Inc. (23)
Majority-owned and controlled subsidiary of Stater Duitsland B.V.
(8)
Wholly-owned subsidiary of Brilliant Basics Holding Limited (24)
Majority-owned and controlled subsidiary of Stater Participations B.V.
(9)
Wholly-owned subsidiary of Infosys Consulting Pte Ltd. (25)
Effective October 1, 2019, merged into Infosys Consulting Ltda, a
(10)
On May 22, 2018, Infosys acquired 100% voting interests in wholly-owned subsidiary of Infosys Limited.
WongDoody. (26)
Under liquidation
(11)
Liquidated effective May 4, 2018 (27)
On March 13, 2020, Infosys Nova Holdings LLC acquired 100% voting
(12)
Wholly-owned subsidiary of WongDoody interests in Outbox Systems Inc.
(13)
Incorporated effective August 6, 2018
(28)
Wholly-owned subsidiary of Outbox Systems Inc.
(14)
On October 11, 2018, Infosys Consulting Pte Ltd. acquired 100% voting
(29)
Wholly-owned subsidiary of Simplus Europe, Ltd.
interests in Fluido Oy and its subsidiaries. (30)
Wholly-owned subsidiary of Simplus ANZ Pty Ltd.
(15)
Wholly-owned subsidiary of Fluido Oy (31)
Liquidated effective October 31, 2019
(16)
On November 16, 2018, Infosys Consulting Pte Ltd. acquired 60% (32)
On February 20, 2020, Infosys Poland Sp z o.o. acquired 100% voting
voting interests in Infosys Compaz Pte Ltd. interests in Infosys Consulting Sp. z.o.o from Infosys Consulting
(17)
Incorporated effective December 19, 2018 Holding AG (formerly Lodestone Holding AG).
Refer to Note 2.20 for information on transactions with post-employment benefit plans mentioned above.
Registered on May 15, 2019
(1)
2.24 Segment reporting business segment are now considered under the Financial
Ind AS 108 establishes standards for the way that public Services business segment and enterprises in Communication,
business enterprises report information about operating Telecom OEM and Media which was earlier under Energy &
segments and related disclosures about products and Utilities, Communication and Services is shown as a separate
services, geographic areas, and major customers. The Group’s business segment. Segmental operating income has changed
operations predominantly relate to providing end-to-end in line with these as well as changes in the allocation method.
business solutions to enable clients to enhance business The Chief Operating Decision Maker evaluates the Group’s
performance. During the three months ended June 30, performance and allocates resources based on an analysis
2018, the Group internally reorganized some of its business of various performance indicators by business segments.
segments to deepen customer relationships, improve focus Accordingly, information has been presented along business
of sales investments and increase management oversight. segments. The accounting principles used in the preparation
Consequent to the internal reorganization, there were changes of the financial statements are consistently applied to record
in the reportable business segments based on “Management revenue and expenditure in individual segments, and are as
approach” as defined under Ind AS 108, Operating Segments. set out in the accounting policies.
Therefore, enterprises in Insurance which was earlier Business segments of the Group are primarily enterprises in
considered under the Life Sciences, Healthcare and Insurance Financial Services and Insurance, enterprises in Manufacturing,
Business segments
Years ended March 31, 2020 and March 31, 2019 :
in ` crore
Particulars Financial Retail (2)
Communication (3)
Energy, Manufacturing Hi-Tech Life All other Total
Services(1) Utilities, Sciences(4) segments(5)
Resources
and
Services
Revenue from
operations 28,625 14,035 11,984 11,736 9,131 6,972 5,837 2,471 90,791
26,477 13,556 10,426 10,390 8,152 6,177 5,203 2,294 82,675
Identifiable
operating
expenses 14,977 6,989 7,084 6,104 4,991 4,125 3,212 1,486 48,968
14,164 6,823 5,720 5,661 4,513 3,546 2,756 1,415 44,598
Allocated
expenses 6,342 2,834 2,476 2,416 2,081 1,243 1,194 921 19,507
5,435 2,699 2,189 2,187 1,786 1,083 1,028 763 17,170
Segmental
operating
income 7,306 4,212 2,424 3,216 2,059 1,604 1,431 64 22,316
6,878 4,034 2,517 2,542 1,853 1,548 1,419 116 20,907
Unallocable expenses(6) 2,942
2,027
Other income, net (Refer to Note 2.17) 2,803
2,882
Finance costs (Refer to Note 2.19) (170)
–
Reduction in the fair value of disposal group held for sale (Refer to Note 2.1.2) –
(270)
Adjustment in respect of excess of carrying amount over recoverable amount on
reclassification from “Held for Sale” (Refer to Note 2.1.2) –
(451)
Profit before tax 22,007
21,041
Significant clients
No client individually accounted for more than 10% of the revenues in the years ended March 31, 2020 and March 31, 2019.
2.25 Function-wise classification of Consolidated Statement of Profit and Loss
in ` crore
Particulars Note no. Years ended March 31,
2020 2019
Revenue from operations 2.16 90,791 82,675
Cost of sales 60,732 53,867
Gross profit 30,059 28,808
Operating expenses
Selling and marketing expenses 4,711 4,473
General and administration expenses 5,974 5,455
Total operating expenses 10,685 9,928
Operating profit 19,374 18,880
Reduction in the fair value of disposal group held for sale 2.1.2 – (270)
Adjustment in respect of excess of carrying amount over recoverable amount on
reclassification from “Held for Sale” 2.1.2 – (451)
Other income, net 2.17 2,803 2,882
Finance cost 2.19 170 –
Profit before tax 22,007 21,041
Tax expense
Current tax 2.15 5,775 5,727
Deferred tax 2.15 (407) (96)
Profit for the period 16,639 15,410
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Remeasurement of the net defined benefit liability / asset 2.20 and
2.15 (180) (22)
Equity instruments through other comprehensive income, net 2.4 and 2.15 (33) 70
(213) 48
3. Registered address Electronics City, Hosur Road, Bengaluru, Karnataka 560 100, India
4. Website www.infosys.com
5. Email ID [email protected]
7. Sector(s) that the Company is engaged in Name and description of main products / services :
(industrial activity code-wise) Computer programming, consultancy and related activities
NIC code of the product / service : 620
4. Total spending on Corporate Social Responsibility 2% of average net profits of the Company made during the three
(CSR) as percentage of profit after tax (%) immediately preceding financial years. Refer to Annexure 7 to
the Board’s report in the Annual Report, page 72
5. List of activities in which expenditure in 4 above Refer to Annexure 7 to the Board’s report in the Annual Report,
has been incurred page 72
As per the standalone Ind AS financials
(1)
S.No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy / policies for... Yes Yes Yes Yes Yes Yes Yes Yes Yes
2. Has the policy been formulated
in consultation with the relevant Yes Yes Yes Yes Yes Yes Yes Yes Yes
stakeholders?(1)
3. Does the policy conform to any
national / international standards?(1) Yes Yes Yes Yes Yes Yes Yes Yes Yes
4. Has the policy been approved by the
Board? If yes, has it been signed by the
MD / owner / CEO / appropriate Board Yes Yes Yes Yes Yes Yes Yes Yes Yes
Director?(2)
5. Does the Company have a specified
committee of the Board / Director /
Yes Yes Yes Yes Yes Yes Yes Yes Yes
Official to oversee the implementation of
the policy?
6. Indicate the link for the policy to be
Refer to the Whistleblower Available Available Refer to the CSR Refer to Refer to Available Refer to the CSR Policy Available
viewed online. Policy, Code of Conduct on our on our Policy (available on the Human the on our (available on www.infosys. on our
and Ethics (available on intranet intranet www.infosys.com) and Rights HSE intranet com) and Sustainability intranet
www.infosys.com) and Sustainability Policy Statement policy Policy (available on our
Anti-Bribery Policy (available on our intranet).
(available on our intranet) intranet).
7. Has the policy been formally
communicated to all relevant internal Yes Yes Yes Yes Yes Yes Yes Yes Yes
and external stakeholders?
8. Does the Company have an in-house
structure to implement the policy / Yes Yes Yes Yes Yes Yes Yes Yes Yes
policies?
9. Does the Company have a grievance
redressal mechanism related to the
policy / policies to address stakeholders’ Yes Yes Yes Yes Yes Yes Yes Yes Yes
grievances related to the policy /
policies?
10. Has the Company carried out
Infosys Annual Report 2019-20
Principle-wise index :
P1 – Whistleblower Policy, Anti-Bribery Policy and Code of Conduct and Ethics P4 – CSR Policy, Sustainability Policy P7 – Sustainability Policy
P2 – Responsible Supply Chain Policy, Supplier Code of Conduct, Information Security Policy P5 – Human Rights Statement P8 – CSR Policy, Sustainability Policy
P3 – HR Policies, Human Rights Statement P6 – HSE Policy P9 – Information Security Policy, Brand Guidelines, Data Privacy Policy
(2)
Designated department heads, who report to the Chief Executive Officer (CEO) / Chief Operating Officer (COO) monitor and oversee policy implementation. The CEO / COO monitors policy implementation and
progress on initiatives and actions through periodic reviews.
2a. If answer to Sl. No. 1 against any principle is ‘No’, please explain why (tick up to two options) – Not applicable
Infosys Annual Report 2019-20
S.No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the principles.
2. The Company is not at a stage where it finds itself in
a position to formulate and implement the policies on
specified principles.
3. The Company does not have financial or manpower Not applicable
resources available for the task.
4. It is planned to be done within the next six months.
5. It is planned to be done within the next one year.
6. Any other reason (please specify).
3. Governance related to BR
Indicate the frequency with which the Board of Directors, committee of the Board or : The Board of Directors, committees of the Board, and the CEO assess the BR
CEO assesses the BR performance of the Company – Within 3 months, 3-6 months, performance of the Company every three months. For more information, read the
annually, more than 1 year. Corporate governance report, which is part of this Annual Report.
Does the Company publish a BR or a Sustainability Report? What is the hyperlink : Yes, annually.
for viewing this report? How frequently is it published? https://www.infosys.com/sustainability/resources/Pages/index.aspx
complaints have been received in For details on investor complaints and resolution, refer to the ‘Investor complaints’ in the Shareholder information section
the past financial year, and what under Corporate Governance Report of this Annual Report.
percentage was satisfactorily For details on employee grievances and resolution, refer to the table in section 3.7. More details will be available in our
resolved by the Management? If Sustainability Report at https://www.infosys.com/sustainability/resources/Pages/index.aspx.
so, provide the details thereof, in
about 50 words or so.
300 | Business Responsibility Report
(optional) : https://www.infosys.com/sustainability/resources/Pages/index.aspx.
Infosys Annual Report 2019-20
(5)
Neutral panel investigations are in progress for 11 open cases as on May 29, 2020.
Infosys Annual Report 2019-20
3.8 What percentage of your under Skill upgradation : Our training programs cover all our employees irrespective of race, gender, or physical disability. Our
mentioned employees were given Education, Training and Assessment (ETA) group offers industry-benchmarked learning programs to ensure talent enablement.
safety and skill upgradation The total number of training days for the last three years is as follows :
training in the last year?
Particulars Fiscal 2020 Fiscal 2019 Fiscal 2018
• Permanent employees
Business Responsibility Report | 303
P6 – Business should respect, protect, and make efforts to restore the environment.
Infosys Annual Report 2019-20
6.1 Does the policy related to As a responsible corporate citizen, we have established a global HSE policy, which defines our commitment to ensuring
Principle 6 cover only the environmental protection. The policy is made available to all our employees worldwide on our intranet, through posters
Company, or does it extend to and instructions on digital and physical display areas across our campuses. It is also published in our sustainability
the Group / Joint Ventures / microsite. We are certified to ISO 14001 :2015 and OHSAS 18001 :2007 at 100% of identified locations in India. All
Suppliers / Contractors / NGOs / personnel working for or on behalf of the organization are expected to mandatorily adhere to the established HSE policy
Others? and procedures. Vendor partners are also encouraged to follow our stated HSE requirements and ensure compliance as
detailed in our agreements. Audits of our suppliers are also conducted to evaluate their adherence to our requirements.
Infosys Annual Report 2019-20
6.6 Are the emissions / waste Yes, we comply with all applicable environmental legislations in the locations we operate in. We monitor and track all
generated by the Company parameters as defined by CPCB or SPCBs and ensure they are maintained within norms.
within the permissible limits For more details, visit our sustainability microsite, https://www.infosys.com/sustainability/.
given by CPCB / SPCB for the
financial year being reported?
6.7 Number of show cause / legal We did not have any monetary or non-monetary sanctions imposed on us for non-compliance with environmental laws
notices received from CPCB / and regulations during fiscal 2020.
SPCB which are pending (i.e.,
not resolved to satisfaction) as on
the end of the financial year.
Principle No. Description Response
306 | Business Responsibility Report
P7 – Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
7.1 Is your Company a member Yes, as an industry influencer, we are part of global and local associations. We forge strategic partnerships with industry bodies
of any trade and chamber or and consortiums at the local, national and international levels. U. B. Pravin Rao, COO, took over as Chairperson of NASSCOM
association? If yes, name only in April 2020. Ravi Kumar S., President and Deputy COO, is a part of the advisory panels in the US for responding to
those major ones that your COVID-19. The following are the significant associations during fiscal 2020 :
business deals with. India :
• National Association of Software and Services Companies • Indo-Australian Chamber of Commerce
(NASSCOM) • Bureau of Indian Standards
• Confederation of Indian Industry (CII) • IIT Bombay
• Federation of Indian Chambers of Commerce and • Alliance for an Energy Efficient Economy (AEEE), India
Industry (FICCI) • Indian Green Building Council (IGBC)
Overseas :
• U.S. Chamber of Commerce • New Zealand and India Trade Associations
• National Renewable Energy Laboratory (NREL), US • US-India Business Council
• Advisory group on “Energy Efficiency in India Data • US-Strategic Partnership Forum
Center” by CII-IGBC and Lawrence Berkeley National • Confederation of British Industry
Laboratory, US • techUK
• United Nations Economic and Social Commission for • Bitkom (Germany)
Asia and the Pacific (UNESCAP) • Confederation of British Industry
• United States Green Building Council (USGBC) • National Foundation for American Policy
• Center for the Built Environment, Berkeley (CBE) • TechPoint (Indiana)
• RE 100 • Greater Raleigh Chamber of Commerce
• World Economic Forum (WEF) • North Carolina Technology Association
• Business Council of Australia (BCA) • Greater Providence Chamber of Commerce
• Trans-Tasman Business Circle (TTBC) • ReadyCT (Connecticut)
• NASSCOM Australia (Forum of Indian IT Companies in • Arizona Chamber of Commerce
Australia) • Bay Area Council
• Australian HR Institute (AHRI) • Silicon Valley Leadership Group
• Australian Network on Disability (AND) • Indiaspora
• Australian Information Industry Association (AIIA)
7.2 Have you advocated / lobbied We believe that it is our responsibility to help build a better business environment and thus a better world with
through the above associations opportunities for everyone. Our advocacy efforts are championed across the world by our senior leaders. In an effort to
Infosys Annual Report 2019-20
for the advancement or drive advocacy globally and locally, we have been part of governance bodies of national and international organizations
improvement of public good? across economic, social and environmental dimensions.
Yes / No. If yes, specify the For more details, visit https://www.infosys.com/sustainability/about-us/overview/Pages/partnerships.aspx.
broad areas (Governance and
Administration, Economic
Reforms, Inclusive Development
Policies, Energy Security, Water,
Food Security, Sustainable
Business Principles, Others).
Infosys Annual Report 2019-20
For more details on our business and sustainable practices, visit our website, www.infosys.com/investors/reports-filings and https://www.infosys.com/sustainability.
Sd/-
Nandan M. Nilekani
Chairman
Enclosures :
1. Notice to the 39th Annual General Meeting
2. Instructions for participation through VC
3. Instructions for e-voting
Note : Attendees who require technical assistance to access and participate in the meeting through VC are requested to contact the helpline number :
+91 80 4156 5555 / +91 80 4156 5777
INFOSYS LIMITED
CIN : L85110KA1981PLC013115
Electronics City, Hosur Road
Bengaluru 560 100, India
Tel : 91 80 2852 0261
Fax : 91 80 2852 0362
[email protected]
www.infosys.com
Notice of the 39th Annual General Meeting
Notice is hereby given that the 39th Annual General Meeting (AGM) of the members of Infosys Limited (“the Company”)
will be held on Saturday, June 27, 2020, at 4:00 p.m. IST through Video Conferencing / Other Audio Visual Means (VC) to
transact the following business :
Ordinary business
Item No. 1 – Adoption of financial statements
To consider and adopt the audited financial statements (including the consolidated financial statements) of the Company
for the financial year ended March 31, 2020 and the reports of the Board of Directors (“the Board”) and auditors thereon.
Item No. 2 – Declaration of dividend
To declare a final dividend of ` 9.50 per equity share, for the year ended March 31, 2020.
Item No. 3 – Appointment of Salil Parekh as a director liable to retire by rotation
To appoint a director in place of Salil Parekh (DIN : 01876159), who retires by rotation and, being eligible, seeks re-appointment.
Explanation : Based on the terms of appointment, office of executive directors and the non-executive & non independent
chairman are subject to retirement by rotation. Salil Parekh, who was appointed on January 2, 2018, whose office is liable to
retire at the ensuing AGM, being eligible, seeks re-appointment. Based on performance evaluation and the recommendation
of the nomination and remuneration committee, the Board recommends his re-appointment.
Therefore, members are requested to consider and if thought fit, to pass the following resolution as an ordinary resolution :
RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013,
Salil Parekh (DIN : 01876159), who retires by rotation, be and is hereby re-appointed as a director liable to retire by rotation.
Special business
Item No. 4 – Appointment of Uri Levine as an independent director
To consider and if thought fit, to pass the following resolution as an ordinary resolution :
RESOLVED THAT Uri Levine (DIN : 08733837), who was appointed as an additional and independent director, pursuant to
Sections 149, 152 and 161 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder (including
any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company,
approvals and recommendations of the nomination and remuneration committee, and that of the Board, be and is hereby
appointed as an independent director, not liable to retire by rotation, for a period up to April 19, 2023.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee
of directors with power to further delegate to any other officer(s) / authorized representative(s) of the Company to do all
acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.
However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by
them during Financial Year 2020-21 does not exceed ` 5,000 and also in cases where members provide Form 15G / Form
15H (applicable to individuals aged 60 years or more) subject to conditions specified in the IT Act. Resident shareholders
may also submit any other document as prescribed under the IT Act to claim a lower / Nil withholding tax. Registered
members may also submit any other document as prescribed under the IT Act to claim a lower / Nil withholding tax.
PAN is mandatory for members providing Form 15G / 15H or any other document as mentioned above.
For non-resident shareholders, taxes are required to be withheld in accordance with the provisions of Section 195
and other applicable sections of the IT Act, at the rates in force. The withholding tax shall be at the rate of 20% (plus
applicable surcharge and cess) or as notified by the Government of India on the amount of dividend payable. However,
as per Section 90 of the IT Act, non-resident shareholders have the option to be governed by the provisions of the
17. Members may also note that the Notice of the 39th AGM and the Annual Report 2019-20 will also be available on
the Company’s website, https://www.infosys.com/investors/reports-filings/annual-report/Pages/annual-reports.aspx,
websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited, at www.bseindia.com
and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com
18. Additional information, pursuant to Regulation 36 of the Listing Regulations, in respect of the directors seeking
appointment / reappointment at the AGM, forms part of this Notice.
19. SEBI has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities
market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their depository
participant(s). Members holding shares in physical form are required to submit their PAN details to the RTA.
20. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect
of the shares held by them. Members who have not yet registered their nomination are requested to register the same
by submitting Form No. SH-13. The form can be downloaded from the Company’s website at https://www.infosys.com/
investors/shareholder-services/documents/form-sh-13-14.pdf. Members are requested to submit these details to their
DP in case the shares are held by them in electronic form, and to the RTA, KFin Technologies Private Limited, in case
the shares are held in physical form.
21. The Scrutinizer will submit his report to the Chairman of the Company (‘the Chairman’) or to any other person authorized
by the Chairman after the completion of the scrutiny of the e-voting (votes casted during the AGM and votes casted
through remote e-voting), not later than 48 hours from the conclusion of the AGM. The result declared along with the
Scrutinizer’s report shall be communicated to the stock exchanges, NSDL, and RTA and will also be displayed on the
Company’s website, www.infosys.com.
22. Since the AGM will be held through VC in accordance with the Circulars, the route map, proxy form and attendance slip
are not attached to this Notice.
Salil Parekh
CEO and Managing Director
Salil Parekh, as Chief Executive Officer and Managing Disclosure of inter-se relationships between directors and
Director, sets and evolves the strategic direction for the key managerial personnel : None
Company and its portfolio of offerings, while nurturing Listed entities (other than the Infosys Group) in which Salil
a strong leadership team to drive its execution. Salil Parekh holds directorship and committee membership : Nil
has nearly three decades of global experience in the IT
Shareholding in the Company as on March 31, 2020 : Salil
services industry with a strong track record of driving
Parekh holds 2,03,278 equity shares
digital transformation for enterprises, executing business
turnarounds and managing successful acquisitions. Remuneration proposed to be paid : There are no changes
to the remuneration proposed. The remuneration is as
Earlier, Salil was a member of the Group Executive Board
approved by the shareholders vide postal ballot concluded
at Capgemini, where he held several leadership positions
on February 20, 2018 and amended as per the resolution
for 25 years. He was responsible for overseeing a business
passed at the AGM dated June 22, 2019.
cluster comprising Application Services (North America, UK,
Asia), Cloud Infrastructure Services, and Sogeti (Technology Key terms and conditions of re-appointment : Salil Parekh
& Engineering Services Division). He was responsible for is appointed as CEO & MD for a period of five years from
the strategy and execution of these businesses – setting January 2, 2018 till January 1, 2023. The members have
direction and enabling rapid client adoption. He was also approved his appointment vide postal ballot concluded on
the Chairman of Capgemini’s North America Executive February 20, 2018. The terms of remuneration were further
Council. He was the architect of the North America growth amended at the 38th AGM held on June 22, 2019. The
and turnaround strategy, and was instrumental in setting details are available at https://www.infosys.com/investors/
up their offshoring capabilities. documents/postal-ballot-jan2018.pdf and https://www.
infosys.com/investors/reports-filings/documents/agm-
Salil was also Partner at Ernst & Young and widely credited
notice2019.pdf. As per the resolution of the members with
for bringing scale and value to the Indian operations of
respect to his appointment, his office as director shall be
the consultancy firm.
subject to retirement by rotation.
He holds Master of Engineering degrees in Computer Science
Date of first appointment to Board, last drawn remuneration
and Mechanical Engineering from Cornell University, and a
and number of board meetings attended : Salil Parekh was
Bachelor of Technology degree in Aeronautical Engineering
first appointed to the Board on January 2, 2018 as Chief
from the Indian Institute of Technology, Bombay.
Executive Officer and Managing Director. The details
Age : 55 years pertaining to his appointment, remuneration, and number
Nature of expertise in specific functional areas : Leadership, of meetings attended are provided in the Corporate
Technology, Board service & governance, Sales & Marketing, Governance report section of the Annual Report 2019-20.
Financial, Diversity, Global business, Mergers & Acquisition
and Sustainability & ESG.
Uri Levine (http://urilevine.com/) is a passionate serial • Member of the Supervisory Board at HERE Technology,
entrepreneur and disruptor. He co-founded Waze, the location cloud company, which enables digital mapping
world’s largest community-based driving traffic and and real-time location applications for consumers,
navigation app, with more than 500 million drivers around vehicles, enterprises and cities.
the globe, which was acquired by Google in June 2013 for • Co-founder and Chairman, Refundit, an advanced fully
more than US$ 1.1 billion. digitized service with a simple mobile app that simplifies
Levine heads “The Founders Kitchen”, a company-builder tax-free shopping and helps tourists obtain their VAT
fund, and serves as the co-founder and chairman of refund, saving them the time, paperwork and lines at
FeeX, FairFly, Refundit, and Fibo. He also serves on the the airport.
Board of Directors of Moovit, Seetree, LiveCare, HERE • Investor and Board Member at SeeTree, which responds
Technology and Dynamo. to the particularly devastating challenges in permanent
Levine’s vision in building startups is specifically intended to crop farming such as crop losses, epidemics, etc. Seetree
disrupt inefficient markets and improve under-functioning provides a unique intelligence platform for tree‑farmers
services with a focus on solving “BIG problems” and saving fusing AI/ML, IoT multi-sensorics data and other
consumers time and money while empowering them and advanced technologies to enable them to manage their
changing the world for the better. permanent crops best.
Levine has been in the high-tech business for the last 30 years, • Investor and Board Member at LiveCare, the first
half of them in the startup scene, and has seen everything smart medical alert device for the elderly population,
ranging from failure, middle success, and big success. combining innovation with compliance to up-to-date
He is also a well-known speaker on entrepreneurship, regulatory requirements and enabling remote patient
disruption, evolution vs. revolutions of markets, mobility monitoring of elder and at-risk population.
and startups. Motivated to encourage the next generation • Co-founder and Chairman at Fibo : All over the world,
of thinkers and innovators, he also leads an academic filing tax returns is either a lengthy and complex process
workshop entitled “How to Build a Startup”, aimed at or a costly one. Fibo has built an online service that
undergraduate and graduate-level business students. minimizes the tax return filing process into less than
Levine is a BA graduate from Tel Aviv University. Before five minutes.
attending university, he served in the Israeli army in its Age : 55 years
special intelligence unit 8200. He is a trustee at the Tel Aviv Nature of expertise in specific functional areas : Technology,
University and also mentors young entrepreneurs at the Leadership, Global business, Diversity, Mergers &
Zell Entrepreneurship program at IDC Herzliya. Acquisitions, Board service & governance, Sales & Marketing
With the agenda of ‘doing good and doing well’, some of and Sustainability & ESG.
Levine’s companies include : Disclosure of inter-se relationships between directors and
• Co-founder and active Chairman at FeeX, which key managerial personnel : None
addresses the biggest secret in the world, US$ 600 billion Listed entities (other than the Infosys Group) in which Uri
of financial fees that no-one knows they are paying. Levine holds directorship and committee membership : Nil
FeeX helps bring transparency and increase consumers’
Shareholding in the Company as on April 20, 2020 : Nil
retirement savings and long-term investment plans in
hundreds of thousands of dollars. Remuneration proposed to be paid : The criteria for
making payment to the independent directors is provided
• Founder, Chairman and First investor at FairFly, which
in the Corporate Governance report section of the
addresses the biggest secret in the travel industry. What
Annual Report 2019-20.
happened to airfare after the booking? FairFly monitors
the airfare of your own itinerary after you made a Key terms and conditions of appointment : As per the
reservation and allows you to rebook the same flight or resolution at Item no. 4 of this Notice, read with the
a better flight once price drops. explanatory statement thereto.
• First Board Member of Moovit, which is like Waze but Date of first appointment on Board, last drawn
for public transportation, and today, serves more than remuneration and number of Board meetings attended :
750 million passengers in more than 3,000 cities around It is proposed to appoint Uri Levine as an independent
the globe. director for his first term on the Board and hence, these
details are not applicable.
Particulars Details
Time and date of AGM 4:00 p.m. IST, Saturday, June 27, 2020
Mode Video conference and other audio-visual means
Participation through video-conferencing https://epoch.onwingspan.com/InfosysAGM
Helpline number for VC participation +91-80- 4156 5555 / +91-80- 4156 5777
Webcast and transcripts https://www.infosys.com/Investors/
Final dividend record date Monday, June 01, 2020
Final dividend payment date Friday, July 03, 2020
Information of tax on final dividend 2019-20 https://www.infosys.com/investors/shareholder-
services/dividend-tax.html
Cut-off date for e-voting Saturday, June 20, 2020
E-voting start time and date 9:00 a.m. IST, Monday, June 22, 2020
E-voting end time and date 5:00 p.m. IST, Friday, June 26, 2020
E-voting website of NSDL https://www.evoting.nsdl.com/
Name, address and contact details of Contact name :
e-voting service provider Amit Vishal
Senior Manager
Pallavi Mhatre
Manager
National Securities Depository Limited,
4th Floor, A Wing, Trade World, Kamala Mills Compound,
Senapati Bapat Marg, Lower Parel, Mumbai 400013, India
Contact details :
Email id :
[email protected];
[email protected];
[email protected];
Contact number :
+91-22-24994360 or +91-22-24994545
Name, address and contact details of Contact name :
Registrar and Transfer Agent. Shobha Anand
Deputy General Manager
KFin Technlogies Private Limited,
Tower B, Plot 31-32, Financial District, Nanakramguda
Serilingampally, Mandal, Hyderabad 500 032.
Contact details:
Email id :
[email protected];
[email protected];
Contact number : +91 40 6716 1559