Infosys seeks shareholders nod to amend Articles of Association; may go TCS, Cognizant way for share buyback

Infosys board in a postal ballot notice on Thursday has recommended the adoption of new Articles of Association of the company in conformity with the Companies Act, 2013 to the shareholders for approval.

Infosys in a postal ballot notice also said that as per article 13, the power of the board to issue shares at a discount has been deleted in line with the Companies Act, 2013. Image Source: Reuters

Highlights:
1. The board has recommended the adoption of new Articles of Association of the company in conformity with the Companies Act, 2013 to the shareholders for approval, Infosys said in postal ballot notice on Thursday

2. A share buyback program is a way to return money to shareholders

3. Infosys has liquid assets including cash and cash equivalents and investments worth Rs 35,697 crore (about $5.25 billion) on its books at the end of December 2016

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4. TCS' board earlier this week had announced a share buyback of up to Rs 16,000 crore and Cognizant's board earlier this month approved a plan to return nearly Rs 22,619.4 crore ($3.4 billion) to shareholders over the next two years through a combination of share repurchases and dividends

Homegrown IT major Infosys has sought shareholders' approval to change the company's Articles of Association, which includes provision for share buyback, PTI reported on Friday.

The recent move by Infosys comes after the country's leading IT companies Tata Consultancy Services (TCS) and Cognizant announced share buyback in the recent past.

"Power to purchase its own equity shares or other securities by way of a buy-back arrangement has been included and provisions relating to nomination facility for shares by a shareholder have been inserted," the Infosys postal ballot notice, uploaded on the company's website, said.

"The board has recommended the adoption of new Articles of Association of the company in conformity with the Companies Act, 2013 to the shareholders for approval," Infosys had said earlier in a BSE filing on Thursday.

Infosys in a postal ballot notice also said that as per article 13, the power of the board to issue shares at a discount has been deleted in line with the Companies Act, 2013.

ALSO READ: TCS share buyback: Should Infosys follow suit?

According to NDTV Profit report citing analysts said top Indian IT companies are under pressure to return some of the huge cash piles on their books to shareholders in the form of share buybacks as the overall industry growth slows down.

A share buyback program is a way to return money to shareholders. The company buys back its own shares from the market, usually because the management thinks the shares are undervalued, cited the NDTVProfit report.

Analysts prefer buybacks over dividends, as the former is a more tax-efficient way to return money to shareholders, it added.

"No director, key managerial personnel or their relatives are interested in or concerned with the resolution. The Board recommends the resolution set forth in item no 3 (Share Capital Category) for approval of the members," Infosys said in a notice.

Tata Consultancy Services (TCS) board earlier this week had announced a share buyback of up to Rs 16,000 crore and if TCS share buyback program is successful it will be India's biggest, surpassing Reliance Industries' share repurchase of Rs 10,400 crore in 2012, NDTVProfit reported.

ALSO READ: Infosys for first time records negative growth in hiring; recruits about 6,000 people so far in FY17

Besides, Cognizant's board earlier this month approved a plan to return $3.4 billion (nearly Rs 22,619.4 crore) to shareholders over the next two years through a combination of share repurchases and dividends, it said.

Infosys, which had liquid assets, including cash and cash equivalents and investments worth Rs 35,697 crore (about $5.25 billion) on its books at the end of December 2016, has been under pressure from investors to utilise the amount either through share buyback or generous dividend, cited the PTI report.

There were media reports that Infosys may consider a Rs 12,000 crore share buyback, but the company has maintained that it "periodically" reviews the capital allocation policy.

It had added that the management will take a decision on share buyback at an "appropriate time", the PTI report added.

According to PTI report, two of Infosys former chief financial officers -- T V Mohandas Pai and V Balakrishnan -- recently exhorted institutional investors to raise questions about the huge cash pile on the company's books, saying investors have an obligation to protect their investment.

Moreover, the Infosys board on Thursday also approved the recommendations of the Nominations and Remuneration Committee for revising the remuneration to chief operating officer and whole-time director, U B Pravin Rao.

The Bengaluru-based IT company has also sought shareholders approval to appoint D N Prahlad as an Independent Director.

ALSO READ: Infosys management did not make timely disclosures, says former CFO T V Mohandas Pai

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