Infosys Limited: Outcome of Board Meeting

BANGALORE, India, October 17, 2016 /PRNewswire/ --

TO ALL STOCK EXCHANGES

BSE LIMITED

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

NEW YORK STOCK EXCHANGE

EURONEXT LONDON

EURONEXT PARIS

October 14, 2016

Dear Sir, Madam,

Sub: Outcome of Board meeting 

This has reference to our letter dated September 16, 2016 regarding the captioned subject. The Board, 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 half year ended September 30, 2016.
2. Took on record the audited consolidated financial results of the Company and its subsidiaries, as per IND-AS for the quarter and half year ended September 30, 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 half year ended September 30, 2016.

Interim Dividend

1. The Board declared an interim dividend of ₹ 11 /- per equity share.
2. The record date for interim dividend is October 24, 2016 and the payment will be made on October 26, 2016.

Other matters

1. The Board, at the meeting held on October 14, 2016 appointed D. N. Prahlad as Independent Director effective from that date.
2. The Board of Directors in their meeting held on October 14, 2016, on recommendation of Nomination and Remuneration Committee, have approved the revised annual compensation of U.B. Pravin Rao, Chief Operating Officer and Whole Time Director of the Company, with effect from November 1, 2016, subject to the approval of the shareholders. The compensation includes fixed compensation of ₹4.62 crore per annum and a variable compensation of up to ₹3.88 crore per annum. Additionally, based on fiscal 2016 performance, 27,250 restricted stock units (RSU) and 43,000 stock options would be granted under the 2015 Stock Incentive Compensation Plan (2015 plan), as approved by the shareholders vide postal ballot dated March 31, 2016. These RSUs and stock options would vest over a period of 4 years and shall be exercisable within the period as approved by the 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, as approved by shareholders. RSUs and stock options, in future periods, will be granted on achievement of performance conditions, as may be decided by the Nomination and Remuneration Committee.
3. The Board of Directors in their meeting held on October 14, 2016, on recommendation of the Nomination and Remuneration Committee, have approved the revised compensation structure of M.D Ranganath, Mohit Joshi, Sandeep Dadlani, Rajesh K. Murthy, Ravi Kumar S, David Kennedy, Krishnamurthy Shankar and A.G.S. Manikantha with effect from November 1, 2016. The revised aggregate compensation of the above individuals includes fixed compensation of ₹24 crore and variable compensation of up to ₹20 crore. Additionally, based on fiscal 2016 performance, restricted stock units (RSU) of 245,750 and stock options of 502,550 will be granted on November 1, 2016 under the 2015 Stock Incentive Compensation Plan (2015 plan), as approved by the shareholders vide postal ballot dated March 31, 2016. These RSUs and stock options would vest over a period of 4 years and shall be exercisable within the period as approved by the committee. The exercise price of RSU 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. The Audit committee in their meeting held on October 13, 2016, resolved to include Mohit Joshi, Sandeep Dadlani, Rajesh K Murthy, Ravi Kumar S, Krishnamurthy Shankar and David Kennedy as key managerial personnel as defined under Ind-AS 24 - Related Party Disclosures effective from the date of the meeting. Dr. Vishal Sikka, U.B. Pravin Rao, M.D. Ranganath and A.G.S. Manikantha are key managerial personnel as defined under Section 2 (51) of the Companies Act, 2013.
4. The Nomination and Remuneration Committee of the Board of Directors of Infosys Limited at its meeting held on October 13, 2016, based on fiscal 2016 performance approved the grant of up to 906,275 RSUs and up to 943,810 stock options with effect from November 1, 2016, to a total of up to 425 eligible and identified high-performing executives of the Company and its subsidiaries under the 2015 Stock Incentive Compensation Plan (2015 plan), as approved by the shareholders vide postal ballot dated March 31, 2016. The RSUs and stock options shall vest over a period of 4 years from the date of grant and shall be exercisable within the period as approved by the 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.

We are enclosing herewith the financial results, brief profile of D. N. Prahlad for your information and record.

The same will be made available on the Company's website https://www.infosys.com/investors/reports-filings/quarterly-results/2016-2017/q2/

Yours sincerely,

For Infosys Limited

A.G.S. Manikantha

Company Secretary

D. N. Prahlad- Profile

D. N. Prahlad is the founder and CEO of Surya Software Systems Private Limited, Bangalore. Surya focusses on products for financial risk management of financial institutions in general and banks in particular.

In addition, Prahlad is on the advisory board of Computer Science and Automation Department of Indian Institute of Science, Bangalore. He served as an adjunct faculty at Indian institute of Information Technology, Bangalore in its formative years. He serves as an advisory board member of PathShodh Healthcare, a company with leading edge nano-technology in diagnostic measurements related to diabetes.

Prahlad is a B.Sc. with honours in mathematics from Bangalore University and B.E. (Electrical technology and Electronics) from Indian Institute of Science, Bangalore.

Prior to founding Surya, Prahlad played a key role in the rapid growth of Infosys Technologies, being associated with Infosys from its formative years. He brings with him a high level of experience of working with multiple Fortune 50 clients, creation of new services, products and strategies.

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