Global software major Infosys Ltd has sought its shareholders’ approval, through postal ballot and electronic voting, for buyback of equity shares and appointments of co-founder Nandan Nilekani as non-Executive Chairman, UB Pravin Rao as Managing Director and D. Sundaram as an Independent Director. “The postal ballot notice is being sent to all shareholders whose names are in the register as on August 30, 2017 to seek their approval for the buyback of the equity shares and appointments of Nilekani, Rao and Sundaram on executive posts,” said the IT major in a regulatory filing on the BSE on Friday. The voting through postal ballot and e-voting will be held from September 8 to October 7 and results will be announced on October 9. Practising Company Secretary Paramehswar Hegde will be the scrutiniser for the postal ballot and e-voting, while the National Securities Depository Ltd (NSDL) will conduct the e-voting. The Board on August 19 approved the buyback of 11.3 crore equity shares of Rs 5 face value at Rs 1,150 per share on a proportionate basis through the tender offer route as per the regulatory rules. The offer size is 20.51 per cent of the total paid-up capital and free reserves, aggregating up to 4.92 per cent of the total shares for an amount not exceeding Rs 13,000 crore.
According to the shareholding pattern, the promoters group, comprising co-founders and their families hold 12.92 per cent of the shares, Foreign Institutional Investors & Foreign Portfolio Investors 37.33 per cent, Indian retail, corporate and other investors 23.08 per cent, Indian FIs, Banks and Mutual Funds 9.63 per cent, American Depository Receipts 16.69 per cent and NRIs 0.52 per cent. The company is also seeking the shareholders’ consent through a special resolution on the appointment of Nilekani as an additional, non-executive and non-independent Director as decided by the Board on August 24.
Shareholders’ approval is also being sought through another resolution for the appointment of Rao as the company’s Managing Director for 5 years, with no additional remuneration. The Board appointed Rao on August 18 as the interim Chief Executive Officer and Managing Director following the resignation of the company’s first non-founder CEO Vishal Sikka from the post on the same day. “Rao will continue to perform his role as the Chief Operating Officer and interim CEO, along with his role as the Managing Director or until a new CEO and MD is appointed,” said the filing.
The company is seeking the shareholders’ approval for the appointment of Sundaram, 64, as an Independent Director for 5 years up to July 13, 2022, as decided by the Board on June 30. He is a veteran executive from FMCG major Hindustan Unilever Ltd.