Company Law

COMPANY LAWCOMPANY LAW

COMPARATIVE ANALYSIS OF

COMPANY LAW WITH INFOSYS

TECHNOLOGIES LTD.

Focused areasINTRODUCTIONVISION & MISSIONABOUT MR. NARAYAN MURTHYMILESTONESMOAAOANOTICE & AGENDA

INTRODUCTIONSTARTED IN 2ND JULY 1981HEAD OFFICE IN MODEL COLONY, PUNESTARTED BY 7 ENTERPRENUERS1. N. R. NARAYANA2. NANDAN NILEKANI3. KRIS GOPALKRISHANAN4. S. D. SHIBULAL5. K. DINESH6. ASHOK ARORA7. N. S. RAGHVANOFFICES IN 30 COUNTRIESINITIAL INVESTMENT INR 10000/-CURRENTLY FAMILY AND PROMOTERS HOLD 16%

VISION AND MISSION

Vision “To be a globally respected corporation that provides best-of-breed business solutions, leveraging technology, delivered by best-in-class people."

Mission “"To achieve our objectives in an environment of fairness, honesty, and courtesy towards our clients, employees, vendors and society at large."

About N. R. Murthy

MR. N. R. NARAYANA MURTHY I S THE CHAIRMAN OF THE BOARD AND CHIEF MENTOR OF INFOSYS TECHNOLOGIES LIMITED.

HE WAS BORN ON AUGUST 20, 1946 IN KARNATAKA, INDIA.

HE OBTAINED HIS B.E. DEGREE FROM UNIVERSITY OF MYSORE IN 1967 AND HIS M.TECH. FROM IIT, KANPUR IN 1969.

HE FOUNDED INFOSYS IN 1981 ALONG WITH SIX SOFTWARE PROFESSIONALS.

HE WAS ALSO AWARDED PADMA BHUSHAN.

© Infosys Technologies Limited 2004

Milestones


IN 1987 INFOSYS GOT ITS FIRST FOREIGN CLIENT.

IN 1993, INFOSYS BECAME A PUBLIC LIMITED COMPANY AND RECEIVED ISO 9001/TICKIT CERTIFICATION.

IN 1999, INFOSYS CROSSED $100 MILLION AND WAS LISTED ON NASDAQ.

IN 2006, INFOSYS COMPLETED 25 YEARS OF ITS EXISTENCE AND ITS REVENUES CROSSED $ 2 BILLION.

TODAY INFOSYS HAS MORE THAN 50,000 EMPLOYEES AND HAS PRESENCE IN MORE THAN 30 COUNTRIES ACROSS THE WORLD.


INFOSYS MOVED UP TO NO. 14 ON FINTECH 100.

INFOSYS WAS AWARDED THE NATIONAL OUTSOURCING ASSOCIATION (NOA) AWARD FOR INNOVATIVE OUTSOURCING PROJECT OF THE YEAR 2007.

INFOSYS ENTERED THE BALANCED SCORECARD HALL OF FAME FOR EXECUTING STRATEGY ON THE STRENGTH OF ITS INNOVATIVE STRATEGY PLANNING AND EXECUTION CAPABILITIES.

INFOSYS WAS HONORED WITH THE SHARPENING BRAND AND COMPETITIVE DIFFERENTIATION MARKETING EXCELLENCE AWARD FROM THE INFORMATION TECHNOLOGY SERVICES MARKETING ASSOCIATION (ITSMA)

A LEADER IN SAP IMPLEMENTATION SERVICES.

Awards and Achievements

MEMORANDUM OF

ASSOCIATION

MEMORANDUM OF ASSOCIATION

CONTENTS OF MOA Name Clause:- INFOSYS TECHNOLOGIES LTD Registered Office Clause:- STATE OF

KARNATAKA Object Clause:-• Main Object: ESTABLISHED & MAINTAINED

SERVICES OF TECHNOLOGIES & OTHER SERVICES• Ancillary Object: BUY ,SELL, &

MANUFACTURE ALL KINDS OF ARTICLES • Other Object: CARRY ON BUSINESS

RLATED TO ELECTRONIC INDUSTRIES, TEXTILES & ENGINEERING ITEMS.

AS PER MOA OF INFOSYS TECH LTD


CONTENTS OF MOA Liability Clause:- LIMITED

LIABILITY Capital Clause:-

AUTHORISED SHARE CAPITAL- RS. 3,00,00,00,000/- ( 60,00,00,000 EQUITY SHARES OF RS. 5/- EACH)

AS PER MOA OF INFOSYS TECH.LTD


NAME NO.OF EQUITY SHARES

WITNESS NAME

N. R. NARAYANA 1

N. S. RAGHVAN 1

KRIS GOPALKRISHANAN 1 VIPUL D. KINKHABWALA

NANDAN NILEKANI 1

AS PER MOA OF INFOSYS TECH LTD CONTENTS OF MOA

Subscription Clause:-

ARTICLES OF

ASSOCIATION

ARTICLES OF ASSOCIATION

TABLE A DOES NOT APPLY TO THE COMPANY

INCREASE AND REDUCTION OF CAPITAL:-• INCREASE IN

CAPITAL:- INCREASE ITS CAPITAL BY CREATION OF NEW SHARES WHICH IS CONSIDER AS PART OF EXSISTING CAPITAL

REDEEMABLE PREFERENCE SHARES:- REDEEMPTION OF PREFERENCE SHARES IS AT THE OPTION OF COMPANY

AS PER AOA OF INFOSYS TECH LTDAS PER COMPANIES

ACT, 1956 TABLE A IN SCHEDULE 1

OF COMPANY’S ACT CONTAINS ‘REGULATION FOR MANAGEMENT ‘

INCREASE AND REDUCTION OF CAPITAL:-• INCREASE IN

CAPITAL:-a. ISSUE OF SHARES b. COVERSION OF

DEBENTURES OR LOANS INTO SHARE

» REDEEMABLE PREFERENCE SHARES

CONTENTS OF AOA


REDUCTION OF SHARE CAPITAL:-• BY PASSING SPECIAL

RESOLUTION IN AGM.• CAPITAL MAY BE PAID OFF ON

THE FOOTING THAT CAN BE CALLED UP AGAIN.

TRANSFER & TRANSMISSION OF SHARES:-• SHARES CAN BE TRANSFERRED

BY INSTRUMENT IN WRITING.• LEGAL SUCCESSION

CERTIFICATE IS NECESAARY FOR HEIRS OF DECEASED MEMBER.

AS PER AOA OF INFOSYS TECH. LTD

REDUCTION OF SHARE CAPITAL:-• REDUCTION IN THE

LIABILITY• CANCEL OF PAID UP

SHARE CAPITAL• PAY OFF PAID UP SHARE

CAPITAL TRANSFER &

TRANSMISSION OF SHARES:-• DEATH OF

SHAREHOLDER• INSOLVENCY• LIQUIDATION OF

COMPANY

AS PER COMPANIES ACT, 1956

Articles of association

CONTENTS OF AOA:- BORROWING POWERS:- BY PASSING A

RESOLUTION AT THE MEETING OF THE BOARD.

DEBENTURES:- DEBENTURE ISSUED AT A DISCOUNT ROR PREMIUM O MAY BE ISSUED ON A CONDITION OR CAN BE CONVERTED INTO SHARES

MEMBER’S MEETING:-• ANNUAL GENERAL MEETING:- NOTICE OF AGM

SHOULD BE GIVEN PRIOR 21 DAYS IN WRITING• EXTRA ORDINARY GENERAL MEETING:- THE

BOARD MAY CALL AN EXTRA ORDIARY GENERAL MEETING WHEEVER IT THINKS

AS PER AOA OF INFOSYS TECH LTD


CONTENTS OF AOA:- QUORUM:-• 5 MEMBERS ARE CONCIDER AS QURUM FO

GENERAL MEETING

VOTING:- EVERY MEMBER IS ENTITLED TO BE PRESENT, TO SPEAK AND VOTE AT MEETING• BY SHOW OF HANDS EVERY MEMBER

HAVE ONE VOTE• ON A POLL EVERY MEMBER HAVE MORE

THAN ONE VOTE


DIRECTORS:- NO OF DIRECTORS NOT BE LESS THAN 3 AND MORE THAN 18 POWERS OF DIRECTOR:-• SELL,LEASE OR

DISPOSE OF COMPANIES UNDERTAKING

• REMIT OF ANY DEBT• INVEST IN TRUST

SECURITIES• CONTRIBUTE TO

CHARITABLE FUNDS



DIRECTORS:-• PUBLIC COMPANY:-3

DIRECTROS• PRIVATE COMPANY:-2

DIRECTORS

POWERS OF DIRECTOR:-I. GENERAL POWERSII. APPROVAL OF THE

BOARDIII. APPROVAL OF

SHAREHOLDERSIV. CONSENT OF CENTRAL

GOVERNMENT

AS PER THE COMPANIES ACT ,

1956

NOTICE AND AGENDA

NOTICE AND AGENDAAS PER COMPANIES ACT, 1596

BEFORE 21 DAYS SHOULD CONTAIN

ALL DETAILS OF THE MEETING TO BE HELD

TRANSACTIONS TO BE SENT TO ALL

ENTITLED ENCLOSURES TO BE

ANNEXED

AS PER INFOSYS LTD.

29TH MEETING HELD AT CHRIST UNIVERSITY

ON JULY 12 2010 TRANSACTIONS –

ADOPTION OF ACCOUNT

DECLARATION OF DIVIDEND

RE-APPOINTMENT OF DIRECTORS AND AUDITOR

THANK YOU …!

Presented by:-

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