The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company" or "Infosys"), along with the audited financial
statements, for the financial year ended March 31, 2023. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.
1. Results of our operations and state of affairs
(,) Excluding retained earnings
Based on consolidated financial statements
Revenue distribution by geographical segments (in %)
(,) FS - Includes enterprises in Financial Services and Insurance
(2) Retail - Includes enterprises in Retail, Consumer Packaged Goods and Logistics
(3) COM - Includes enterprises in Communication, Telecom OEM and Media
(4) EURS - Includes enterprises in Energy, Utilities, Resources and Services
(5) MFG - Includes enterprises in Manufacturing
(6) Hi-Tech - Includes enterprises in Hi-Tech
(7) LS - Includes enterprises in Life Sciences and Healthcare
(8) Others - Includes segments of businesses in India, Japan, China, Infosys Public
Services and other enterprises in public services
Capital Allocation Policy
Effective fiscal 2020, the Company expects to return 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. Dividend and buyback include applicable taxes.
In line with the Capital Allocation Policy, the Board, at its meeting held on October
13, 2022, approved the buyback of equity shares, from the open market route through the
Indian stock exchanges, amounting to '9,300 crore (Maximum Buyback Size, excluding buyback
tax) at a price not exceeding '1,850 per share (Maximum Buyback Price), subject to
shareholders' approval.
The shareholders approved the proposal of buyback of equity shares recommended by the
Board of Directors by way of postal ballot through e-voting and the result of which was
declared on December 3, 2022.
The buyback was offered to all equity shareholders of the Company (other than the
Promoters, the Promoter Group and Persons in Control of the Company) under the open market
route through the stock exchanges. The buyback of equity shares through the stock
exchanges commenced on December 7, 2022 and was completed on February 13, 2023. During
this buyback period, the Company purchased and extinguished a total of 6,04,26,348 equity
shares from the stock exchanges at a volume weighted average buyback price of '1,539.06
per equity share comprising 1.44% of the pre-buyback paid-up equity share capital of the
Company. The buyback resulted in a cash outflow of Rs.9,300 crore (excluding transaction
costs and tax on buyback). The Company funded the buyback from its free reserves including
Securities Premium Account as explained in Section 68 of the Companies Act, 2013.
In accordance with Section 69 of the Companies Act, 2013, as at March 31, 2023, the
Company has created a Capital Redemption Reserve of Rs.30 crore equal to the nominal value
of the shares bought back as an appropriation from the general reserve and retained
earnings.
During the year ended March 31, 2023, the Company paid an interim dividend of Rs.16.5
per share and announced a final dividend of Rs.17.5 per share, subject to shareholders'
approval in the ensuing AGM. After returning the above amounts, the Company would have
returned approximately 86% of the cumulative free cash flow for fiscals 2020, 2021, 2022
and 2023 through dividends and buybacks, in line with the Capital Allocation Policy.
The Capital Allocation Policy is available on our website, at
https://www.infosys.com/investors/corporate-governance/
documents/capital-allocation-policy.pdf.
Liquidity
Our principal sources of liquidity are cash and cash equivalents, investments and the
cash flow that we generate from our operations. We continue to be debt-free and maintain
sufficient cash to meet our strategic and operational requirements. We understand that
liquidity in the Balance Sheet has to balance between earning adequate returns and the
need to cover financial and business requirements. Liquidity enables us to be agile and
ready for meeting unforeseen strategic and business needs, and opportunities.
As of March 31, 2023, we had '24,640 crore in working capital on a standalone basis,
and '31,695 crore on a consolidated basis.
Consolidated cash and investments stand at '22,509 crore on a standalone basis and
'31,286 crore on a consolidated basis as on March 31, 2023, as against '29,950 crore on a
standalone basis, and '37,419 crore on a consolidated basis as on March 31, 2022.
Consolidated cash and investments, on both standalone and consolidated basis, include
deposits with banks and financial institutions with high credit ratings by international
and domestic credit rating agencies. As a result, liquidity risk of cash and cash
equivalents is limited. Ratings are monitored periodically. Liquid assets also include
investments in liquid mutual fund units, target maturity funds units, certificates of
deposit (CDs), commercial paper (CP), quoted bonds issued by government and
quasi-government organizations, and nonconvertible debentures. CDs and CPs represent
marketable securities of banks, NBFCs and eligible financial institutions for a specified
time period with high credit rating given by domestic credit rating agencies. G-secs are
highly liquid and marketable instruments issued across tenure, backed by Government of
India carrying a sovereign credit. Investments made in nonconvertible debentures are
issued by government-owned institutions and financial institutions with high credit
rating. We invest after considering counterparty risks based on multiple criteria
including Tier-I capital, capital adequacy ratio, credit rating, profitability, NPA levels
and deposit base of banks and financial institutions.
The details of these investments are disclosed under the 'non-current and current
investments' section in the Standalone and Consolidated financial statements in
this Integrated Annual Report.
Dividend
The Company recommended / declared dividend as under:
Note:
The Company declares and pays dividend in Indian rupees. Companies are required to pay
/ distribute dividend after deducting applicable withholding income
taxes. The remittance of dividends outside India is governed by Indian law on foreign
exchange and is also subject to withholding tax at applicable rates.
* Payout ratio is computed as a percentage of free cash flow prepared under IFRS.
(1) Recommended by the Board of Directors at its meeting held on April 13, 2023. The
payment is subject to the approval of the shareholders at the ensuing AGM of the Company
to be held on June 28, 2023. The record date for the purposes of the final dividend will
be June 2, 2023 and payment will be made on July 3, 2023.
(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 semiannual 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. Including buyback, the Company has returned 86% of the cumulative
free cash flow for the years ended March 31, 2020, 2021, 2022 and 2023.
Particulars of loans, guarantees or investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements provided in this Integrated Annual
Report.
Transfer to reserves
We do not propose to transfer any amount to general reserve on declaration of dividend.
Fixed deposits
We have not accepted any fixed deposits, including from the public, and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet date.
Particulars of contracts or arrangements made with related parties
There were no contracts, arrangements or transactions entered into during fiscal 2023
that fall under the scope of Section 188(1) of the Companies Act, 2013. As required under
the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure 2 to the
Board's report.
Management's discussion and analysis
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management's
discussion and analysis is set out in this Integrated Annual Report.
Risk management report
In terms of the provisions of Section 134 of the Companies Act, 2013, the Risk
management report is set out in this Integrated Annual Report.
Board policies
The details of the policies approved and adopted by the Board as required under the
Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are
provided in Annexure 8 to the Board's report.
Material changes and commitments affecting financial position between the end of the
financial year and date of the report
There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
2. Business description
Strategy
Our clients and prospective clients are faced with transformative business
opportunities due to advances in software and computing technology. These organizations
are dealing with the challenge of having to reinvent their core offerings, processes and
systems rapidly and position themselves as 'digitally enabled' or 'digital first'
organisations. The journey to the digital future requires not just an understanding of new
technologies and new ways of working, but a deep appreciation of existing technology
landscapes, business processes and practices. Our strategy is to be a navigator for our
clients as they ideate, plan and execute their journey to a digital future.
For details of our continued investments and outcomes of our strategic initiatives,
refer to the Strategy section of the Integrated Report.
Organization
Our go-to-market business units and solutions are detailed in the Operating context
section of the Integrated Report.
Infrastructure
There has been a net movement of 3.02 million sq. ft. of physical infrastructure space
during the year. The total available space as on March 31,2023 stands at 56.86 million sq.
ft. We have presence in 56 countries across 274 locations as on March 31, 2023.
Mergers and Acquisitions (M&A)
Infosys has a systematic M&A approach aimed to strengthen digital services
capabilities, deepen industry expertise, and expand geographical footprint.
During the fiscal year ended March 31,2023, the Group completed two business
combinations to complement its digital offerings by acquiring 100% voting interests in:
a. oddity GmbH, oddity group services GmbH, oddity space GmbH, oddity jungle GmbH,
oddity code GmbH and oddity waves GmbH (collectively known as oddity), a Germany- based
digital marketing, experience, and commerce agency, on April 20, 2022.
b. BASE life science A/S, a consulting and technology firm in the Life Science industry
in Europe, on September 1, 2022.
These acquisitions are expected to strengthen the Group's creative, branding and
experience design capabilities and augment the Group's life sciences expertise, scales its
digital transformation capabilities with cloud-based industry solutions and expand its
presence across Europe.
Subsidiaries
We, along with our subsidiaries, provide consulting, technology, outsourcing and
next-generation digital services. At the beginning of the year, we had 27 direct
subsidiaries and 50 step-down subsidiaries. As on March 31, 2023, we have 28 direct
subsidiaries and 70 step-down subsidiaries. Further, the Company does not have any
material subsidiary. The changes in subsidiaries during the year are included in the Standalone
financial statements of the Company.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated
financial statements of the Company, which form part of this Integrated Annual Report.
Further, a statement containing the salient features of the financial statements of our
subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board's
report.
The statement also provides details of the performance and financial position of each
of the subsidiaries, along with the changes that occurred, during fiscal 2023.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the Consolidated financial statements and related information of the
Company and audited accounts of its subsidiaries, are available on our website, at
www.infosys.com.
3. Human resources management
Our employees are our most important assets. We are committed to hiring and retaining
the best talent and being among the industry's leading employers. For this, we focus on
promoting a collaborative, transparent and participative organization culture, and
rewarding merit and sustained high performance. Our human resources management focuses on
allowing our employees to develop their skills, grow in their career and navigate their
next.
Internal Committee (formerly Internal Complaints Committee)
Infosys' goal has always been to create an open and safe workplace for every employee
to feel empowered, irrespective of gender, sexual preferences, and other factors, and
contribute to the best of their abilities. Towards this, the Company has set up the
Anti-Sexual Harassment Initiative (ASHI), which proudly completes 23 years of enabling a
positive and safe work environment for our employees. Our ASHI practices have set an
industry benchmark as it ranked first among 350+ companies that participated in an
external survey on the best anti-sexual harassment initiatives in 2017, 2019, 2020, 2021
and 2022.
Infosys has constituted an Internal Committee (IC) in all the development centers of
the Company in India to consider and resolve all sexual harassment complaints reported by
women. The IC has been constituted as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013, and the committee includes external members from NGOs or with relevant
experience. Investigations are conducted and decisions made by the IC at the respective
locations, and a senior woman employee is the presiding officer over every case. Half of
the total members of the IC are women. The role of the IC is not restricted to mere
redressal of complaints but also encompasses prevention and prohibition of sexual
harassment.
In the last few years, the IC has worked extensively on creating awareness on relevance
of sexual harassment issues in the new normal by using new and innovative measures to help
employees understand the forms of sexual harassment while working remotely. The details of
sexual harassment complaints that were filed, disposed of and pending during the financial
year are provided in the Business Responsibility and Sustainability Report of this
Integrated Annual Report.
Particulars of employees
The Company had 2,72,665 employees on standalone basis and 3,43,234 employees on
consolidated basis as of March 31, 2023.
The percentage increase in remuneration, ratio of remuneration of each director and key
managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of
employees' remuneration, and the list of top 10 employees in terms of remuneration drawn,
as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of
Annexure 3 to this Board's report. The statement containing particulars of
employees employed throughout the year and in receipt of remuneration of '1.02 crore or
more per annum and employees employed for part of the year and in receipt of remuneration
of '8.5 lakh or more per month, as required under Section 197(12) of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report and
is available on the website of the Company, at https://www.infosys.com/investors/reports-
filings/Documents/exhibitboards-report2023.pdf. The Integrated Annual Report is being sent
to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining
this information may access the same from the Company website. In accordance with Section
136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders
through electronic mode.
Notes:
1. The employees mentioned in the aforesaid exhibit have / had permanent employment
contracts with the Company.
2. The employees are neither relatives of any directors of the Company, nor hold 2% or
more of the paid-up equity share capital of the Company as per Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
3. The details of employees posted outside India and in receipt of a remuneration of
'60 lakh or more per annum or '5 lakh or more a month can be made available on specific
request.
Employee stock options / Restricted Stock Units (RSUs)
The Company grants share-based benefits to eligible employees with a view to attracting
and retaining the best talent, encouraging employees to align individual performances with
Company objectives, and promoting increased participation by them in the growth of the
Company.
Infosys Expanded Stock Ownership Program 2019 (
the 2015 Plan")
On March 31, 2016, pursuant to the approval by the shareholders through postal ballot,
the Board was authorized to introduce, offer, issue and allot share-based incentives to
eligible employees of the Company and its subsidiaries under the 2015 Plan.
The maximum number of shares under the 2015 Plan shall not exceed 2,40,38,883 equity
shares (not adjusted for bonus issue). These instruments will vest generally over a period
of four years and shall be exercisable within the period as approved by the Nomination and
Remuneration Committee. The exercise price of the RSUs will be equal to the par value of
the shares and the exercise price of the stock options would be the market price as on the
date of grant.
Consequent to the September 2018 bonus issue, all the then outstanding options granted
under the stock option plan have been adjusted for bonus shares.
The total number of equity shares and American Depositary Receipts (ADRs) to be
allotted to the employees of the Company and its subsidiaries under the 2015 Plan does not
cumulatively exceed 1% of the issued capital. For the shares and ADRs issued under the
2019 Plan, the cumulative amount does not exceed 1.15% of the issued capital. The 2019
Plan and 2015 Plan are in compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to time, and there has been no material
change to the plans during the fiscal.
The details of the 2019 Plan and 2015 Plan, including terms of reference, and the
requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, are available on the Company's website, at
https://www.infosys.com/investors/reports-filings/Documents/
disclosures-pursuant-SEBI-regulations2023.pdf.
The details of the 2019 Plan and 2015 Plan form part of the Notes to accounts of the
financial statements in this Integrated Annual Report.
4. Corporate governance
Our corporate governance philosophy
Our corporate governance practices are a reflection of our value system encompassing
our culture, policies, and relationships with our stakeholders. Integrity and transparency
are key to our corporate governance practices to ensure that we gain and retain the trust
of our stakeholders at all times. Corporate governance is about maximizing shareholder
value legally, ethically and sustainably. At Infosys, the Board exercises its fiduciary
responsibilities in the widest sense of the term. Our disclosures seek to attain the best
practices in international corporate governance. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our business decisions.
Our Corporate governance report for fiscal 2023 forms part of this Integrated
Annual Report.
Board diversity
The Company recognizes and embraces the importance of a diverse Board in its success.
We believe that a truly diverse Board will leverage differences in thought, perspective,
regional and industry experience, cultural and geographical background, age, ethnicity,
race, gender, knowledge and skills including expertise in financial, diversity, global
business, leadership, information technology, mergers and acquisitions, Board service and
governance, sales and marketing, Environmental, Social and Governance (ESG), risk
management and cybersecurity and other domains, which will ensure that Infosys retains its
competitive advantage. The Board Diversity Policy adopted by the Board sets out its
approach to diversity.
The policy is available on our website,
athttps://www.infosys.com/investors/corporate-governance/
documents/board-diversity-policy.pdf.
Additional details on Board diversity are available in the Corporate governance
report that forms part of this Integrated Annual Report.
Number of meetings of the Board
The Board met eight times during the financial year. The meeting details are provided
in the Corporate governance report that forms part of this Integrated Annual
Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013.
Policy on directors' appointment and remuneration
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board and separate its functions
of governance and management. As of March 31, 2023, the Board had eight members,
consisting of an executive director, a non-executive and non-independent director and six
independent directors. One of the independent directors of the Board is a woman. The
details of Board and committee composition, tenure of directors, areas of expertise and
other details are available in the Corporate overview section that forms part of
this Integrated Annual Report.
The policy of the Company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013, is available on our website, at
https://www.infosys.com/investors/corporate-governance/
documents/nomination-remuneration-policy.pdf.
We affirm that the remuneration paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the Company.
Declaration by independent directors
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6), Code for independent directors of the Companies
Act, 2013 and of the Listing Regulations.
Board evaluation
The Nomination and Remuneration Committee engaged Egon Zehnder, external consultants,
to conduct Board evaluation for the year. The evaluation of all the directors, committees,
Chairman of the Board, and the Board as a whole, was conducted based on the criteria and
framework adopted by the Board.
The Board evaluation process was completed during fiscal 2023. The evaluation
parameters and the process have been explained in the Corporate governance report.
Familiarization program for independent directors
All new independent directors inducted into the Board attend an orientation program.
The details of the training and familiarization program are provided in the Corporate
governance report. Further, at the time of the appointment of an independent director,
the Company issues a formal letter of appointment outlining his / her role, function,
duties and responsibilities. The format of the letter of appointment is available on our
website, at https://www.infosys.com/investors/corporate-governance/
Documents/appointment-independent-director.pdf.
Directors and KMP
Inductions
1. The shareholders at the 41st AGM held on June 25, 2022 reappointed Salil Parekh as
CEO and MD effective July 1, 2022 till March 31,2027.
2. The shareholders vide postal ballot concluded on March 31,2023 approved the
appointment of Govind Iyer, as an independent director effective January 12, 2023, for a
term of five (5) years till January 11,2028.
3. The Board, based on the recommendation of Nomination and Remuneration Committee,
appointed D. Sundaram as Lead Independent Director of the Company, effective March 23,
2023.
4. Based on the recommendations of the Nomination and Remuneration Committee and the
Audit Committee, the Board appointed Shaji Mathew as a Group Head of Human Resources and
further designated as an executive officer effective March 22, 2023, for the purpose of
reporting under the rules of the U.S. Securities and Exchange Commission and Key
Managerial Personnel as defined under Ind AS 24, Related Party Disclosures.
In the opinion of the Board, the independent directors appointed during the year
possess requisite integrity, expertise, experience and proficiency.
Retirements and resignations
1. Ravi Kumar S., President (KMP), has resigned effective October 11, 2022. The Board
of Directors placed on record its appreciation for the services rendered by him.
2. Mohit Joshi, President, resigned from the Company. He is on leave from March 11,
2023 and will stay on leave till the last date with the Company i.e. June 9, 2023. The
Board placed on record its appreciation for the services rendered by him.
3. Krishnamurthy Shankar, Group Head of Human Resources (KMP), retired on March 21,
2023. He led the development of a strong employee value proposition, helped build a
digital skills-based ecosystem and enabled digital career paths for employees. The Board
placed on record its sincere appreciation for his contributions to the Company.
4. Kiran Mazumdar-Shaw, Lead Independent Director, retired as member of the Board of
Directors on completion of tenure effective March 22, 2023. The Board placed on record
their appreciation for Ms. Shaw's invaluable contribution, guidance, and strategic vision,
that has helped the Company build and execute a resilient growth strategy.
5. The Board took note of Uri Levine's retirement as an Independent Director effective
April 19, 2023 upon completion of his term. The Board placed on record its sincere
appreciation for his contributions to the Company.
Committees of the Board
As on March 31, 2023, the Board had six committees: the Audit Committee, the Corporate
Social Responsibility Committee, the Nomination and Remuneration Committee, the Risk
Management Committee, the Stakeholders Relationship Committee, the Environment, Social and
Governance (ESG) Committee.
All committees comprise only independent directors, one of whom is chosen as the
chairperson of the committee.
Additionally, the Board had incorporated a Cybersecurity Risk Sub-Committee of the Risk
Management Committee.
During the year, all recommendations made by the committees were approved by the Board.
A detailed note on the composition of the Board and its committees is provided in the Corporate
governance report, which forms part of this Integrated Annual Report.
Internal financial control and its adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures. For more details, refer to the 'Internal control systems and their adequacy'
section in the Management's discussion and analysis, which forms part of this
Integrated Annual Report.
Cybersecurity
At Infosys, as our employees operate efficiently as a hybrid workforce, we continued to
remain vigilant on the evolving cybersecurity threat landscape. In our endeavor to
maintain a robust cybersecurity posture, the team has remained abreast of emerging
cybersecurity events globally, so as to achieve higher compliance and its continued
sustenance. We continue to be certified against the Information Security Management System
(ISMS) Standard ISO 27001:2013. Additionally, we have also been attested on SSAE 18 SOC 1
and SOC 2 by an independent audit firm. During the year, our focus on our cybersecurity
personnel training, reskilling, and building a security culture of collective onus,
encouraging shift left, enabling the developer community with dedicated courses and
resource kits went ahead as planned, together with our overall initiatives on improving
cybersecurity processes, technologies and posture.
Significant and material orders
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report, which forms
part of this Integrated Annual Report.
Annual return
In accordance with the Companies Act, 2013, the annual return in the prescribed format
is available at https://www.infosys.com/
investors/reports-filings/documents/annual-returns-2022-23.pdf.
Secretarial standards
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.
Listing on stock exchanges
The Company's shares are listed on BSE Limited and the National Stock Exchange of India
Limited, and its ADSs are listed on the New York Stock Exchange (NYSE).
Investor Education and Protection Fund (IEPF)
During the year, the Company has transferred the unclaimed and un-encashed dividends of
Rs.2,43,11,422. Further, 4,47,153 corresponding shares on which dividends were unclaimed
for seven consecutive years were transferred as per the requirements of the IEPF Rules.
The details of the resultant benefits arising out of shares already transferred to the
IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend
account up to the year, and the corresponding shares, which are liable to be transferred,
are provided in the Corporate governance report and are also available on our
website, at www.infosys.com/ IEPF. Details of shares / dividend transferred to IEPF can
also be obtained by accessing https://www.iepf.gov.in/IEPFWebProject/
SearchInvestorAction.do Rs.method=gotoSearchInvestor\.
Members are requested to claim the dividend(s), which have remained unclaimed/unpaid,
by sending a written request to the Company at investors@infosys.com or to the Company's
Registrar and Transfer Agent KFin Technologies Limited at einward.ris@ kfintech.com or at
their address at KFin Technologies Limited, Unit: Infosys Limited, Selenium Tower B, Plot
31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad 500032. Members
can find the details of Nodal officer appointed by the company under the provisions of
IEPF at https://www.infosys.com/investors/shareholder-services/
unclaimed-dividend-shares.html.
Directors' responsibility statement
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under the historical cost convention on accrual basis except for
certain financial instruments, which are measured at fair values, the provisions of the
Companies Act, 2013 and guidelines issued by SEBI.
The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule
3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules
issued thereafter. Accounting policies have been consistently applied except where a
newly-issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.
The directors confirm that:
• In preparation of the annual accounts for the financial year ended March 31,
2023 , the applicable accounting standards have been followed and there are no material
departures.
• They have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period.
• They have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
• They have prepared the annual accounts on a going concern basis.
• They have laid down internal financial controls, which are adequate and are
operating effectively.
• They have devised proper systems to ensure compliance with the provisions of all
applicable laws, and such systems are adequate and operating effectively.
5. Audit reports and auditors
Audit reports
The Auditors' Report for fiscal 2023 does not contain any qualification, reservation,
or adverse remark.
The Report is enclosed with the Financial statements in this Integrated Annual
Report.
The Secretarial Auditors' Report for fiscal 2023 does not contain any qualification,
reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure
5 to the Board's report, which forms part of this Integrated Annual Report.
The Auditor's certificate confirming compliance with conditions of corporate governance
as stipulated under Listing Regulations, for fiscal 2023 is enclosed as Annexure 4
to the Board's report, which forms part of this Integrated Annual Report.
The Secretarial Auditor's certificate on the implementation of share-based schemes in
accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
will be made available on request at the AGM, electronically.
Auditors
Statutory auditor
Deloitte Haskins & Sells LLP, Chartered Accountants (Firm registration number
117366W/W-100018) ("Deloitte") was appointed as the statutory auditors of the
Company, to hold office for the second term of five consecutive years from the conclusion
of the 41st AGM of the Company held on June 25, 2022, till the conclusion of the 46th AGM
to be held in 2027, as required under Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014.
Secretarial auditor
Makarand M. Joshi & Co., Company Secretaries (FCS: 5533, CP: 3662), are appointed
as secretarial auditor of the Company for fiscal 2024, as required under Section 204 of
the Companies Act, 2013 and Rules thereunder.
Cost records and cost audit
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
6. Corporate social responsibility (CSR)
Infosys has been an early adopter of CSR initiatives. The Company works primarily
through the Infosys Foundation, towards supporting projects in the areas of education,
healthcare, women empowerment, sustainability, rehabilitating the destitute, preserving
Indian art and culture, rural development and disaster relief.
The Company's CSR Policy is available on our website, at
https://www.infosys.com/investors/corporate-governance/
Documents/corporate-social-responsibility-policy.pdf.
The annual report on our CSR activities is appended as Annexure 6 to the Board's
report. Infosys also undertakes CSR initiatives outside of India, in US, Australia,
and across Europe in UK, Germany, France and Ukraine. The initiatives in the US are
carried out through Infosys Foundation USA. The said initiatives are over and above the
statutory requirement.
The highlights of the initiatives undertaken by the Company, Infosys Foundation, and
Infosys Foundation USA form part of this Integrated Annual Report.
7. Conservation of energy, research and development, technology absorption, foreign
exchange earnings and outgo
The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 7
to the Board's report, which forms part of this Integrated Annual Report.
Business Responsibility and Sustainability Report (BRSR)
In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on
Business Responsibility Reporting ("the Committee") to finalize business
responsibility reporting formats for listed and unlisted companies, based on the framework
of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report,
the Committee recommended that BRR be rechristened BRSR, where disclosures are based on
ESG parameters, compelling organizations to holistically engage with stakeholders and go
beyond regulatory compliances in terms of business measures and their reporting.
The BRSR disclosures form a part of this Integrated Annual Report. The non-financial
sustainability disclosures have been independently assured by KPMG.
Environmental, Social and Governance (ESG)
In October 2020, we launched our ESG Vision 2030. Our focus is steadfast on leveraging
technology to battle climate change, water management and waste management. On the social
front, our emphasis is on the development of people, especially in the areas of digital
skilling, improving diversity and inclusion, facilitating employee wellness and
experience, delivering technology for good and energizing the communities we work in. We
are also redoubling our efforts to serve the interests of all our stakeholders, by leading
through our core values and setting benchmarks in corporate governance.
The ESG Committee was constituted by the Board with effect from April 14, 2021, to
discharge its oversight responsibility on matters related to organization-wide ESG
initiatives, priorities, and leading ESG practices. The ESG Committee reports to the Board
and meets every quarter to review progress on the ESG ambitions articulated in our ESG
Vision 2030.
Acknowledgments
We thank our clients, vendors, investors, bankers, employee volunteers and trustees of
Infosys Foundation, Infosys Foundation USA and Infosys Science Foundation for their
continued support during the year. We place on record our appreciation for the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and support.
We thank the governments of various countries where we have our operations. We thank
the Government of India, particularly the Ministry of Labour and Employment, the Ministry
of Environment and Forests, the Ministry of New and Renewable Energy, the Ministry of
Communications, the Ministry of Electronics and Information Technology (Dept of IT), the
Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate
Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and
Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of
India (SEBI), various departments under the state governments and union territories, the
Software Technology Parks (STPs) / Special Economic Zones (SEZs) - Bengaluru, Bhubaneswar,
Chandigarh, Chennai, Coimbatore , Gurugram, Hubballi, Hyderabad, Indore, Jaipur, Kochi,
Kolkata, Mangaluru, Mohali, Mumbai, Mysuru, Nagpur, Noida, Pune, Thiruvananthapuram,
Visakhapatnam - and other government agencies for their support, and look forward to their
continued support in the future. We also thank the US federal government, the U.S.
Securities and Exchange Commission, the Internal Revenue Service, and various state
governments, especially those of Indiana, Rhode Island, Connecticut, Texas, Arizona and
North Carolina.