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Infosys Annual Report 2011-12 UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C

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Infosys Annual Report 2011-12 UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C Infosys Annual Report 2011-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 OR Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2012 OR Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ OR Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of event requiring this shell company report________ Commission File Number 000-25383 INFOSYS LIMITED (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Bangalore, Karnataka, India (Jurisdiction of incorporation or organization) Electronics City, Hosur Road, Bangalore, Karnataka, India 560 100. +91-80-2852-0261 (Address of principal executive offices) V. Balakrishnan, Member of the Board and Chief Financial Officer, +91-80-2852-0261, [email protected] Electronics City, Hosur Road, Bangalore, Karnataka, India 560 100. (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act : Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares each represented by one NASDAQ Global Select Market Equity Share, par value `5 per share Securities registered or to be registered pursuant to Section 12(g) of the Act : None. (Title of class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act : Not Applicable (Title of class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report : 574,230,001 Equity Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filed). Form 20-F | 1 Infosys Annual Report 2011-12 Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one) : Large accelerated filer Accelerated filer Non- accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing : U.S. GAAP International Financial Reporting Standards as issued by the International Account Standards Board Other If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Currency of presentation and certain defined terms Special Note Regarding Forward Looking Statements In this Annual Report on Form 20-F, references to “U.S.” or “United This Annual Report on Form 20-F contains ‘forward-looking States” are to the United States of America, its territories and its statements’, as defined in Section 27A of the Securities Act of 1933, possessions. References to “India” are to the Republic of India. as amended, and Section 21E of the Securities Exchange Act of 1934, References to “$” or “dollars” or “U.S. dollars” are to the legal currency as amended, that are based on our current expectations, assumptions, of the United States and references to “ “ or “Rupees” or “Indian estimates and projections about our Company, our industry, economic rupees” are to the legal currency of India. Our financial statements conditions in the markets in which we operate, and certain other are presented in U.S. dollars and are prepared in accordance with matters. Generally, these forward-looking statements can be identified the International Financial Reporting Standards as issued by the by the use of forward-looking terminology such as ‘anticipate’, ‘believe’, International Account Standards Board, or IFRS. References to “Indian ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘seek’, ‘should’ and similar GAAP” are to Indian Generally Accepted Accounting Principles. expressions. Those statements include, among other things, the References to a particular “fiscal” year are to our fiscal year ended discussions of our business strategy and expectations concerning our March 31 of such year. market position, future operations, margins, profitability, liquidity and All references to “we,” “us,” “our,” “Infosys” or the “Company” shall capital resources. These statements are subject to known and unknown mean Infosys Limited, and, unless specifically indicated otherwise risks, uncertainties and other factors, which may cause actual results or the context indicates otherwise, our consolidated subsidiaries. or outcomes to differ materially from those implied by the forward- “Infosys” is a registered trademark of Infosys Limited in the United looking statements. Important factors that may cause actual results States and India. All other trademarks or tradenames used in this or outcomes to differ from those implied by the forward-looking Annual Report on Form 20-F are the property of their respective statements include, but are not limited to, those discussed in the “Risk owners. Factors” section in this Annual Report on Form 20-F. In light of these and other uncertainties, you should not conclude that the results or Except as otherwise stated in this Annual Report on Form 20-F, all outcomes referred to in any of the forward-looking statements will translations from Indian rupees to U.S. dollars effected on or after be achieved. All forward-looking statements included in this Annual April 1, 2009 are based on the fixing rate in the City of Mumbai on Report on Form 20-F are based on information available to us on the March 31, 2012 for cable transfers in Indian rupees as published by date hereof, and we do not undertake to update these forward-looking the Foreign Exchange Dealers’ Association of India, or FEDAI, which statements to reflect future events or circumstances. was 50.88 per $1.00. No representation is made that the Indian rupee amounts have been, could have been or could be converted into U.S. This Annual Report on Form 20-F includes statistical data about the IT dollars at such a rate or any other rate. Any discrepancies in any table industry that comes from information published by sources including between totals and sums of the amounts listed are due to rounding. Forrester Research, Inc., providers of market information and strategic information for the IT industry and the National Association of Software and Service Companies, or NASSCOM, an industry trade group. This type of data represents only the estimates of Forrester, NASSCOM, and other sources of industry data. In addition, although we believe that data from these companies is generally reliable, this type of data is inherently imprecise. We caution you not to place undue reliance on this data. 2 | Form 20-F Infosys Annual Report 2011-12 Contents Part I ....................................................................................................................................................................................................2 Item 1. Identity of Directors, Senior Management and Advisers ...............................................................................................................2 Item 2. Offer Statistics and Expected Timetable .......................................................................................................................................2 Item 3. Key Information ..........................................................................................................................................................................2 Item 4. Information on the Company ....................................................................................................................................................16 Item 4A. Unresolved Staff Comments.......................................................................................................................................................28 Item 5. Operating and Financial Review and Prospects .........................................................................................................................28 Item 6. Directors, Senior Management and Employees ..........................................................................................................................46 Item 7. Major Shareholders and Related Party Transactions ...................................................................................................................55
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