company law
TRANSCRIPT
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
© Infosys Technologies Limited 2004
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 Technologies Limited 2004
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
MEMORANDUM OF ASSOCIATION
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
MEMORANDUM OF ASSOCIATION
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
ARTICLES OF ASSOCIATION
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
ARTICLES OF ASSOCIATION
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
AS PER AOA OF INFOSYS TECH LTD
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
ARTICLES OF ASSOCIATION
AS PER AOA OF INFOSYS TECH LTD
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 …!
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