List of changes to the Articles of Association of Infosys Limited

The below table provides a list of changes to the existing Articles of Association of Infosys Limited pursuant to the requirements under the Companies Act, 2013
(“the Act”). The below list is not an exhaustive summary of all the changes to the existing Articles of Association of Infosys Limited. The New Articles of
Association will be available to the shareholders for inspection at the registered office of the Company between March 2, 2017 to March 31, 2017. The New
Articles of Association are also available on the website of the Company at the following link : https://www.infosys.com/investors/reports-filings/.

S.No. Category Existing Articles Modification Addition Deletion Notes

Reference

1. Constitution of the Article 1: Constitution Modified to incorporate

Company the regulations
contained in Table F of
the Act (instead of Table
A of the Companies Act,
1956) so far as it is not
inconsistent w ith the
new draft articles.

2. Definitions Article 2: Definitions The follow ing definitions The follow ing definitions have The follow ing
have been modified to been added to Article 2 of the definitions in the
align w ith the Act to new draft articles: existing articles have
ensure uniformity: been deleted as they
have not been used:
(i) Act
(i) Annual General Meeting (i) Genders
(ii) Director
(ii) Board meeting
(ii) In w riting
(iii) Dividend
(iii) Business Day (iii) Month
(iv) Financial Year
(iv) Chairman
(iv) Singular number
(v) Person
(v) Companies Act, 1956
(vi) Committees

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(vii) Encumbrance
(viii) Equity Share Capital
(ix) Equity Shares
(x) Executor or Administrator
(xi) Extraordinary General
Meeting
(xii) Fully Diluted Basis
(xiii) Law /Law s
(xiv) Memorandum
(xv) Register of Members
(xvi) SEBI
(xvii) SEBI Listing Regulations
(xviii) Securities
(xix) Shares

We have also included Article

2(B) in the draft articles on
interpretation.

3. Capital Articles 7: Redeemable Articles 5 and 6: Provisions

preference shares for issuance and allotment of
convertible preference
shares, cumulative
preference shares and
redeemable preference
shares in line w ith the
provisions of the Act have
been inserted.

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Pow er of company to Article 14: Company may Addition has been

purchase its ow n purchase its ow n equity made pursuant to the
shares: No shares or other securities by requirements of
corresponding provision w ay of a buy-back section 68 of the Act to
arrangement. enable buy back of
shares.

4. Company’s Lien Article 47: Lien enforced Article 7(a): The Company Addition is in line w ith
by sale shall also have a lien on all regulation 9(i)(b) of
shares (not being fully paid) Table F.
standing registered in the
name of a single person, for
all money presently payable
by him or his estate to the
Company.

Articles 47, 48, 49: Lien (i) Article 7(d): Restriction on (i) Article 7(d) has
shareholders to exercise any been inserted in line
voting rights in respect of w ith section 106 of the
shares on w hich any calls or Act.
other sums have not been
(ii) The Act does not
paid or in respect of w hich the
prohibit the Company
Company has exercised a
from exercising a right
right of lien has been
of lien on other
inserted.
securities.
(ii) Article 7(e): The provisions
w ith respect to right of lien on
shares have been made
applicable to other
"securities" as w ell.

5. Calls Article 28: Notice of Article 8 (b): Time Modified in line w ith
calls period for providing Table F of the Act.
notice for making a call

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on shares has been
reduced to 14 days.

Article 26: Interest out of Deleted entirely. This article has been
capital w hich w as deleted as there is no
permitted under Section corresponding
208 of the Companies provision for the same
Act, 1956 in the Act.

Article 33: Overdue calls Article 8(f): The interest Modification is in line
to carry interest charged on overdue w ith regulation 16(i) of
calls w ill not exceed Table F
10% per annum.

6. Transfer and Articles 53 – 65 (i) Article 9(c)(ii): Where an (i) Inserted in

Transmission of shares application for registration of accordance w ith
transfer is made on partly section 56 (3) of the
paid shares, the Company is Act read w ith rule
required to give notice to the 11(3) of the
transferee prior to registration Companies (Share
of such transfer. Capital and
Debenture) Rules,
2014.
(ii) Article 9(f): The Board has
been given the pow er to close
the transfer books and (ii) Inserted in
register of member for such accordance w ith
time as prescribed. section 91 read w ith
regulation 22 of Table
F of the Act.
(iii Article 9(m): The
provisions relating to persons
entitled to shares on death or (iii) Modified in line
insolvency have been w ith regulation 26 of
elaborated.

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Table F and section
126 of the Act.

Article 57: Refusal to Deleted as the Article 9(g) of the new

register transfer provisions are draft articles
adequately captured corresponds to article
in Article 9(g) of the 56 of the existing
new draft articles. articles.

7. Shares Article 3: Article 10: A detailed These additions have

Dematerialisation provision on dematerialisation been made as the
of shares. majority of the shares
are currently in
dematerialised form by
the shareholders.

Article 13: Shares at Pow er of the Board to This deletion has been
the disposal of directors issue of shares at a made as it is not in
discount has been compliance w ith
deleted. section 53 of the Act

Share certificates: No Article 18(e)(i): Detailed Addition is in line w ith

corresponding provision provision on issue of share regulation 2(a) of
certificates has been inserted. Table F and Rule 5 of
the Companies (Share
Capital and
Debenture) Rules,
2014.

Article 19: Delivery of Article 18(e)(ii): The Modified in

share/debenture time period for delivery accordance w ith
certificate of certificates to the section 56(4) of the
shareholders has been Act.
reduced from 3 months
to 2 months from the
date of allotment of the

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share or 6 months for
debenture.

8. Pow er to modify rights Articles 9 and 10: Article 15: The procedure to Addition is in
Variation of rights and be follow ed and quorum accordance w ith
Issue of further pari required in meetings of the regulation 6(ii) of
passu shares not to holders of different classes of Table F of the Act.
affect the rights of shares have been included.
shares already issued

9. Nomination Nomination by securities Article 21: Provisions relating Addition is in line w ith
holders: No to nomination by a section 72 of the Act
corresponding provision shareholder of his nominee and rule 19 of the
have been inserted. Companies (Share
Capital and
Debenture) Rules,
2014.

Nomination for deposits: Article 22: Provisions of Addition is in line w ith

No corresponding section 72 of the Act w ill Rule 19 of the
provision apply to nominations in Companies (Share
relation to deposits. Capital and
Debenture) Rules,
2014

10. Borrow ing Pow ers Articles 66 -70 Articles 24(a) and (c): A Modified in
special resolution w ill accordance w ith
be required w here the
amount of money

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borrow ed exceeds the section 71 and 180 of
aggregate paid up the Act.
capital (and free
reserves) of the
Company and for the
conversion of
debentures in equity
shares.

11. Conversion of Shares Article 75, 76: Shares (i) Article 26(a): Regarding (i) Addition is in
into stock and may be converted into the conversion of shares into accordance w ith
reconversion stock stock, the Board may fix the regulation 37 of Table
minimum amount of stock F of the Act.
transferable on conversion,
w here the minimum amount
of stock transferable shall not
exceed the nominal account
from w hich the stock arose.

(ii) Article 26(c): Where

shares are converted into
stock, those articles w hich
are applicable to paid-up
shares w ill also apply to
stock.
(ii) Addition is in line
w ith regulation 37(c) of
Table F.

12. Meetings Article 77: Annual Article 29: The requirement Addition is in
general meeting that not more than 15 (fifteen) accordance w ith
months gap betw een the date section 96 of the Act.
of one Annual General
Meeting and that of the next
has been added.

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Article 82: Quorum at Existing articles Modification in line

general meeting provides for a minimum w ith section 103 of the
of 5 members to form Act.
quorum at a meeting of
the shareholders.

Article 34: Modified to

provide for a quorum to
be constituted in
accordance w ith the
provisions of the Act.

Article 88: Question at Article 88 of the existing Modification in line

general meeting how articles provides that a w ith section 109 of the
decided poll can be demanded Act.
by a member(s) having
not less than one-tenth
of the total voting pow er
or holding shares on
w hich an aggregate
sum of not less than
INR 50,000 has been
paid up.

Article 37(a): Modified

to provide for a demand
for poll in accordance
w ith the provisions of
the Act.

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Article 104: Time for Article 39(m): Any objection Addition is made in
objection to vote to the qualification to vote to line w ith regulation 56
be referred to the Chairman, of Table F of the Act.
w hose decision shall be final
and binding.

Articles 77 – 105: (i) Article 39(n):Provisions (i) Addition is made in

Members meetings relating to the minutes of line w ith section 118 of
meetings as prescribed under the Act.
the Act, such as, time w ithin
w hich minutes are to be
recorded, preservation of
books of minutes etc. have
been inserted.

(ii) Article 39(q): This (ii) Addition is made in

provision allow s e-voting accordance w ith the
facility to shareholders. Companies
(Management and
Administration) Rules,
2014.

(iii) Article 39(o): Except as

required under the Act or the (iii) This is only a
articles, all matters arising at clarificatory
a general meeting shall be amendment in line
decided by a majority vote. w ith the Act.

Article 129 and 132: Article 62(e): Provision for a Addition is to include
Notice for meeting of board meeting to be held at the language in
board of directors shorter notice has been section 173(3) of the
provided. Act.

Article 132: Secretary to Article 62(c): Article 132 Confirms that a

call meeting has been modified to company secretary as
allow a board meeting w ell as a director may
to be called by a call for a meeting.
director as and w hen

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directed by the
chairman or a director.

13. Directors Article 106: Number of Article 40: The Modification in line
directors Company may appoint w ith section 149 of the
15 directors, and any Act.
increase beyond such
limit w ill require a
special resolution.

Articles 112 and 113: Article 46: Sub clause (a) has Addition is made in
Nominee Directors been inserted to provide that line w ith section
the Board may nominate any 161(3) of the Act.
person nominated by an
institution by virtue of law or
an agreement as a director.

Article 114: Co-option Article 114 of the Modification is in line

of directors existing provides that w ith section 161 of the
an additional director Act and regulation 66
w ill hold office till the of Table F.
date of the next annual
general meeting.

Article 43: The existing

article has been
modified to provide that
an additional director
shall hold office up to
the earlier of the date of
the next annual general
meeting or at the last
date on w hich the

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annual general meeting
should have been held.

Independent directors: Article 45: An express Addition has been

No corresponding provision has been made on made in line w ith
provision the appointment of section 149 of the Act.
independent directors to be
made on terms in accordance
w ith the applicable law have
been inserted.

Articles 121 – 123: Article 56: Retirement of Modification in line

Retirement of directors directors has been w ith section 152 of the
brought in line w ith the Act.
provisions of section
152 of the Act.

14. Passing of Resolution Article 139: Circular Article 68(a) and (b): If one- Addition has been
by Circulation Resolution third of the total number of made in line w ith
directors for the time being section 175 of the Act.
require that any resolution
under circulation must be
decided at a meeting, the
chairman shall put the
resolution to be decided at a
meeting of the Board.

15. Acts of Board or Article 140: Validity of Article 67(b): A w ritten Addition has been
committee valid Directors Acts resolution signed by all the made in line w ith
members of the Board or

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notw ithstanding informal committee, for the time being regulation 75 of Table
appointment entitled to receive notice of a F.
meeting of the Board or
committee, w ill be valid and
effective as if it had been
passed at a meeting of the
Board or committee, duly
convened and held.

16. Seal Article 150 and 151: Article 71: Provision on Article 150(b) of the The new Act has done
Seal and Deed how to affixation of the existing articles has aw ay w ith the
be executed common seal on an been deleted. requirement of a
instrument has been common seal.
modified. Modifications to the
existing provisions
have therefore been
made in line w ith the
provisions of the new
Act.

17. Unpaid or unclaimed No corresponding Article 73: Detailed provisions Addition is in line w ith
dividend provision relating to the transfer of section 124 of the Act.
unpaid and unclaimed
dividend to investor
Education and Protection
Fund have been provided.

18. Accounts and Board's Article 166: Board's Article 74(b): Certain Deletion has been
Report report language in the made as there is no
existing articles on corresponding
contents of Board's

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report has been provision for the same
deleted. in the new Act.

19. Documents and Notices Article 169 – 177: Article 75(g): Provision has Addition has been
Documents and notices been made for service of made to allow service
documents through e-mail of documents through
w here shareholders have e-mail w here
registered their e-mail shareholders so
address and intimated the request.
Company that documents
should be sent to his
registered email address,
w ithout acknow ledgement
due.

20. Winding Up Article 178 Article 78(b): A liquidator This inclusion is from
may set such value as he regulation 90(ii) of
deems fair upon any property Table F.
to be divided and may
determine how such division
shall be carried out as
betw een shareholders.

21. Inspection by No corresponding Article 82: Provision for Addition is in line w ith
shareholders provision inspection of registers, books sections 85, 94(2),
of accounts and minutes of 119, 128 and 186 of
shareholders' meetings has the Act.
been included.

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22. Amendment to No corresponding Article 83: Pow er of the Addition is in line w ith
memorandum and provision Company to amend its sections 13, 14 and 15
articles of association charter documents subject to of the Act.
the provisions of the Act.

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