Infosys Outcome of Board Meeting

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Infosys Limited

13 Jan, 2017, 06:32 GMT

BANGALORE, India, January 13, 2017 /PRNewswire/ --

TO ALL STOCK EXCHANGES

January 13, 2017

Dear Sir/ Madam,

Sub: Outcome of Board meeting 

This has reference to our letter dated December 15, 2016 regarding the captioned subject. The Board of Directors of Infosys Limited ("the Company"), at today's meeting, transacted the following items of business:

Financial Results 

  1. Took on record the audited standalone financial results of the Company as per Indian Accounting Standards (IND-AS) for the quarter and nine months ended December 31, 2016;
  2. Took on record the audited consolidated financial results of the Company and its subsidiaries, as per IND-AS for the quarter and nine months ended December 31, 2016; and
  3. Took on record the audited condensed consolidated financial statements of the Company and its subsidiaries as per IFRS in INR for the quarter and nine months ended December 31, 2016.

The same will be made available on the Company's website at the following weblinkhttps://www.infosys.com/investors/reports-filings/quarterly-results/2016-2017/q3/pages/index.aspx

Other matters

4. Under Section 139 of the Indian Companies Act, 2013 and the Rules made thereunder, it is mandatory for the Company to rotate the current statutory auditors on completion of a maximum term permitted under the said Section. Therefore, the Audit Committee of the Company has proposed and on January 13, 2017, the Board of Directors of the Company have recommended, the appointment of Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No. 117366W/ W100018) (Deloitte) as the statutory auditors of the Company. Deloitte will hold office for a period of 5 (five) consecutive years from the conclusion of the 36th Annual General Meeting of the Company scheduled to be held in the year 2017 till the conclusion of the 41st Annual General Meeting to be held in the year 2022, subject to the approval of shareholders of the Company. The first year of audit will be of the financial statements for the year ending March 31, 2018 which will include audit of the quarterly financial statements for the year.

To align with the above, the Board of Directors of the Company also approved the appointment of Deloitte as the independent registered public accounting firm of the Company. This appointment is effective the year ending March 31, 2018. As the independent registered public accounting firm, Deloitte will audit the annual financial statements of the Company to be included in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC"). KPMG will continue as the Company's independent registered public accounting firm through the completion of the audit for the year ending March 31, 2017 and for the purpose of filing such audited financial statements in the Form 20-F for the year ending March 31, 2017.

In addition, in accordance with disclosure requirements under SEC regulations, the following may be noted:

  • During the two fiscal years ended March 31, 2016 and March 31, 2015, KPMG has not issued any report on the financial statements that contained an adverse opinion or disclaimer of opinion, nor were the reports of KPMG qualified or modified in any
  • During the two fiscal years ended March 31, 2016 and March 31, 2015 and the subsequent interim period preceding January 13, 2017, there is no disagreement with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, or any reportable event as described in Item 16F(a)(1)(v) of Form 20-F.
  • During the two fiscal years ended March 31, 2016 and March 31, 2015 and the subsequent interim period preceding January 13, 2017, we have not consulted with Deloitte for any matters regarding either
  1. the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of Infosys Limited; or
  2. Any matter that was the s/ubject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to this Item or a "reportable event" as described in Item 16F (a)(1)(v) of Form 20-F.

5. Revised and adopted the following policies:

  • Corporate Policy Statement on Investor Relations.
  • Policy for Determining Materiality for Disclosures.
  • Code of Conduct and Ethics.
  • Whistleblower Policy.
  • Insider Trading Policy.

The same will be made available on the Company's website at the following weblink: https://www.infosys.com/investors/corporate-governance/Pages/policies.aspx

6. Approved and adopted the Stakeholders Relationship Committee Charter. The same will be made available on the Company's website at the following weblink:
https://www.infosys.com/investors/corporate-governance/Documents/stakeholders-relationship-committee.pdf

7. Designated the following Key Managerial Personnel ("KMPs") as Executive Officers for the purpose of reporting under the rules of the SEC -

  • Mohit Joshi, President
  • Sandeep Dadlani, President
  • Rajesh Krishnamurthy, President
  • Ravi Kumar S., President
  • Krishnamurthy Shankar, Executive Vice President-Group Head Human Resources Development
  • Gopi Krishnan Radhakrishnan, Acting General Counsel.

The financial results, revised policies and Stakeholders Relationship Committee Charter are enclosed. The same will be made available on the Company's website www.infosys.com.

Yours sincerely,

For Infosys Limited

A G S Manikantha

Company Secretary

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