EXHIBIT 10.3
[PHOTO OF FIVE HUNDRED RUPEES APPEARS HERE]
TRUST DEED
THIS INDENTURE made at Bangalore this 15th day of September 1994 between INFOSYS
TECHNOLOGIES LIMITED, a Company incorporated under the Indian Companies Act,
1956 and having its Registered Office at N-4Q3, Manipal Centre, Xxxxxxxxx Road,
Bangalore - 560 042 (hereinafter referred to as "the Settlor" and this
expression unless it be repugnant to the context or meaning thereof, shall
include its successors and assigns) of the One Part and MR. G. R NAYAK, XX. XXXX
XXXXXXXXXXX, XX. X. X. XXXXXXXXXXX, XX. X. X. XXXXXXXX all of Bangalore,
Karnataka (hereinafter referred to as "the Trustees"), of the Other Part.
WHEREAS:
A) The Settlor desires to promote the welfare of itself and its employees by
providing assistance to the employees in various forms such as Medical,
Education, Housing, Holiday Homes, Recreation facilities, activities
related to Sports, Music, Research, Artistic pursuits etc.
B) The Settlor is also desirous of giving certain employees an opportunity to
participate in the growth or prosperity of the Settlor through issue of
shares or other securities or warrants which would entitle such employees
to apply for shares of the company through the Settlor's Employees Stock
Offer Plan (ESOP) or through any other means.
C) In furtherance of the Settlor's aforesaid desire and for implementation of
the Settlor's ESOP, the Settlor has decided to create an irrevocable Trust
as hereinafter mentioned.
D) The Trustees have consented to act as the first Trustees of these presents
and to accept the trust under these presents as is testified by their being
parties to and executing this Deed.
NOW THIS INDENTURE WITNESSETH AS FOLLOWS:
1. IN these presents unless there is anything repugnant to the subject or
context thereof :-
(a) The expression "the Settlor" shall mean INFOSYS TECHNOLOGIES LIMITED
and shall include its successors and assigns.
(b) The expression "the Trustees" shall mean the party of the other part
and include the Trustees for the time being and from time to time
nominated/appointed under these presents and the survivor or survivors
of them.
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(c) The expression "Employee" shall mean so far as the ESOP is concerned,
employee as defined under the said ESOP and so far as other benefits
under this Trust are concerned, any employee of the Settlor as may be
notified by the Settlor to the Trustees.
(d) The expression "the Beneficiaries" shall mean any employee as defined
in the ESOP and any other employee of the Settlor as the Settlor may
specify to the Trustees.
(e) ESOP shall mean the Settlor's Employee Stock Offer Plan adopted by the
Settlor's Board on 15th September 1994.
2. FOR effectuating the said desire and in consideration of these premises,
the Settlor doth hereby declare that it has pursuant to the unanimous
resolution of its Board of Directors passed at their meeting held on 15th
day of September 1994 at its Keonics City, Banga lore, constituted a Trust
and prior to the execution of these presents, handed over to the Trustees
the sum of Rs. 10,001/ (Rupees Ten Thousand One Only) and all the estate,
rights, title, interest, property, claim, and demand whatsoever at law and
inequity of the Settlor in and to the said sum TOHA YE, HOLD, RECEIVE AND
TAKE the same unto the Trustees for ever, upon the trusts and with and
subject to the powers, provisions, agreements and declarations hereinafter
appearing and contained of and concerning the same.
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3. THE Trustees shall henceforth hold and stand possessed of the said sum
(hereinafter for brevity's sake referred to as "the Trust Fund" which
expression shall unless repugnant to the subject or context also include
any other property and investments of any kind whatever into which the same
or any part thereof may be converted, invested or varied from time to time
and those which may be acquired by the Trustees or come to their hands by
virtue of these presents or by operation of law or otherwise howsoever in
relation to these presents including all donations, gifts, bequests and
legacies either in cash or other properties movable or immovable or
otherwise, howsoever which may be received by the Trustees from time to
time for the purpose of these presents and all accretions thereto and
income including capital. gains arising there from or related thereto)
settled upon the trust and with and subject to the powers, provisions,
agreements and declarations hereinafter declared and contained of and
concerning the same.
4. The Trust shall be named as Infosys Technologies Limited Employees Welfare
Trust.
4A. THE Principal Office of the said Trust shall be in Bangaldre at Xx.X-000,
Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx - 560 042 or at such other place
in India as the Trustees may from time to time decide.
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5. THE Trustees shall hold the Trust Fund and any further sums which may be
paid under any future Deed or Covenant or otherwise Upon Trust at their
discretion to pay or apply the same to or for the benefit of all the
beneficiaries or any one or more of them to the exclusion of the other or
others in such share in such manner in all respects as the trustees in
their absolute discretion may think fit; provided always that the Trustees
may at their absolute discretion postpone the application of the whole or
any part of the same including income received at any particular time and
apply the same at a later time.
6. WITHOUT detracting in any way from the generality of the foregoing purposes
for the benefit of which, the Trust Fund may be applied, the purposes shall
include:-
a) Provision of education, formal or otherwise, in India or abroad,
including, but not limited to, payment of tuition and other fees and
charges and of other expenses directly or indirectly connected
therewith including, but not limited to, expenditure on travelling,
conveyance, boarding fees, 'special coaching, lodging, dress, books,
implements and educational aids of all kinds for the Employees and his
dependent children.
ada) Acquiring and holding shares, warrants or other securities of the
Settlor for the purpose of implementing the Settlor's ESOP and upon
such terms and conditions as the Settlor may from time to time
specify.
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(b) Provision of medical facilities to the Beneficiary involving
hospitalisation or otherwise, arising out of sickness or otherwise, in
India or abroad, including, but not limited to, payment of consultation
charges, professional fees, hospital charges, charges for pathological and
other investigations, costs of medicine and other pharmaceutical or
nutritional or other aids and supplements, charges of health clubs and also
expenditures directly or indirectly associated therewith such as cost of
travel, attendants, nursing, etc.
(c) Provision of sports facilities.
(d) Provision of facilities for leisure, vacation and travel.
(e) Providing assistance to the employees in various forms such as Medical,
Education, Housing, Holiday Homes, Recreation facilities, activities
related to Music, Research, Artistic pursuits etc.
(f) Doing all such other things either alone or in conjunction with others as
are incidental or conducive to the attainment of the above objects or any
of them.
Instead of meeting such expenditure directly, the Trustees shall also have the
power to reimburse the same where the Beneficiaries have already incurred the
same.
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7. IN the event of any Beneficiary ceasing to be in the service or employment
(for any reason whatsoever) of the Settlor, he shall ipso facto cease to be
a Beneficiary under these presents unless otherwise decided by the Settlor
or the Trustees.
8. THE Trustees may at any time invite and receive or without such invitation
receive any voluntary contributions or donations or
loans/advances/deposits, whether refundable or not, from the Settlor and
other persons for all or any of the objects and purposes mentioned above
and for all or any class or beneficiaries provided that they are not
inconsistent with any of the objects of the said Trust. Any such donation
or loans/advance/deposit may be accepted either with or without any special
conditions as may be agreed upon between the Donor and/or Lender and the
Trustees provided that such conditions are not inconsistent with the
intents and purposes of these presents. All such contributions shall be
treated as forming part of the Trust Fund being the subject matter of these
presents and be applied accordingly, and the Settlors do direct that it
shall always be for the Trustees in their absolute discretion to decide
whether they should invite or accept any such donation or grant or
loans/advance/deposit as aforesaid and they shall be at liberty to refuse
any donation or loans/advance/deposit without giving any reason for such
refusal.
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9. THE Trust will be valid until the death of the last to die of the Employees
as on date of creation of the Trust. Provided that the Trustee may at any
time at their discretion and irrespective of whether any of the Trusts or
objects set out herein are fulfilled or not, decide to dissolve the Trust
by a resolution in writing and in such a case the Trust shall stand
dissolved in accordance with the decision of the Trustees. Provided also
that the Trustees shall be and are hereby empowered on such dissolution to
make any arrangement for the matters relating to or arising from the Trust
and are also empowered to distribute or provide for the distribution of the
Trust Fund t6 any one or more or all of the beneficiaries in equal or any
other proportion and on such terms and conditions as the Trustees may in
their absolute discretion deem fit.
10. (a) The number of trustees of the said trust shall not exceed more than
12 or such other number as the Settlor may decide from time to time,
if the trustees are individual trustees.
(b) The continuance of the trustee in his such capacity shall be at the
discretion of the Settlor and his appointment as trustee shall
forthwith be cancelled and his office vacated on receipt of written
intimation from the Settlor to this effect thereof by the continuing
trustee/s.
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(c) If the office of the Trustee is vacated either by death, insanity,
insolvency, resignation, refusal or neglect to act as a trustee or on
his becoming incapable or unfit to act in trust of these presents or
as a result of written intimation to this effect from the Settlor as
per Clause (b) above, the resulting vacancy shall be filled by
person/s nominated by the Settlor.
(d) If the Settlor or any other Company/equity into which the said Settlor
is amalgamated or merged, ceases to exist on account of winding up or
dissolution or otherwise then and in such an event the individual
trustees of the trust shall step into the place of the Settlor in
these presents and such individual trustees shall jointly exercise or
fulfil as the case maybe, the right and obligations laid out on the
Settlor in these presents.
(e) The Settlor shall have the right to appoint itself as the sole
Corporate Trustee of these presents at any point of time hereinafter
by sending a written intimation to this effect and each of the then
Trustees at their usual address in India or their last known address
and in such an event, the office of the individual trustees shall
forthwith stand vacated and the Settlor shall for all intents and
purpose be the only Trustee under these presents.
(f) Consequent to (e) above, clause (c) hereof, clauses 13, 14, 15 and 16
and any other clauses of these presents referring to action by the
majority of Trustees or by more than one Trustee shall not be
applicable in the event of there being a sole corporate Trustee.
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(g) Upon any appointment or reappointment of a new or additional trustee
as aforesaid, the Trust Fund shall if and so far as may be necessary
or be required, be transferred so that the same may be vested in the
Trustees 'for the time being or such of them (but in the case of there
being more than one individual Trustee not being less than two
Trustees) as the Trustees consider proper and upon every such
reappointment the new or additional Trustee may, whether the Trust
Fund shall have been vested in him or not, act or assist in the
execution of the trusts and powers of these presents and shall have
the same powers, authorities and discretions as if he had been
originally appointed a Trustee of these presents.
(h) Without prejudice to any other provisions of law, ~ Trustee of the
said Trust shall stand discharged from his office of Trustee on his
tendering his resignation of his office in writing or on the happening
of any the events mentioned in such clause (c) above.
11. SUBJECT to the provisions of Clause 16 and 19, it shall be lawful for the
Trustees from time to time to frame such Rules and regulations for the
management and administration of the said Trust as they shall think fit and
to add, alter, amend, substitute or vary the same and to make new rules and
regulations provided that such rules and regulations shall not be
inconsistent with the objects and interests of the said Trust.
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12. (a) The Trustees shall be entitled to form one or more Committees for
the management and administration of the Trust and to frame rules and
regulations there for.
(b) The Committees aforesaid shall consist of :-
(i) any or all of the Trustees;
(ii) such number of Beneficiaries as may be selected by the
Trustees' or
(iii) any of all of the Trustees and such number of Beneficiaries
as may be selected by the Trustees;
(c) The Committees aforesaid shall be entitled to make recommendations to
the Trustees with reference to the management and administration of
the trust, the particular object and beneficiaries for and in respect
of which the trust funds shall be utilised from time to time and any
other matters related to or connected therewith.
(d) The Committee/s a foresaid shall be known as the 'General Management
Committee' or the "Board of General Management" or by such other name
or names as the trustees may think fit.
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13. (a) SUBJECT to the provisions of Clause 11 hereof, the Trustees shall
form and regulate their own procedure relating to meetings of the
Board of Trustees and the quorum of any such meeting shall be four
Trustees present in person. The Trustees shall, except with reference
to the requirements of quorum, be entitled from time to time to alter
or change their procedure as framed or regulated.
(b) A meeting of the Trustees for the time being at which a quorum is
present shall be computent to exercise all or any of the powers,
authorities and discretions by or under the said Trust, vested in the
Trustees or otherwise exercisable by them.
(c) The Trustees may from time to time elect from among the Trustees of
these presents, a Chairman of the Board of Trustees and determine the
period for which he is to hold office. If at any meeting of the
Trustees the Chairman is not present within fifteen minutes of the
time appointed for holding the same, the Trustees present may choose
one of these members to be the Chairman of the Meeting. The Chairman
shall preside at all meetings of the trustees.
14. SUBJECT to the provisions of Clauses 16 and 19, no resolution shall be
deemed to have been duly passed by the Trustees by circulation unless the
resolution has been circulated in draft together with the necessary papers
(if any) to all the Trustees, at their usual address in India and has been
approved by the Trustees, or by a majority of them.
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15. SUBJECT to the provisions of Clauses 16 and 19, hereof, in case of
difference of opinion arising among the Trustees and in all matters wherein
the Trustees shall have a discretionary power, the votes of the majority of
the Trustee/s, for the time being in the matter shall prevail and shall be
binding on all the Trustees including the Trustees who may not have voted:
Provided however that if as a result of any Trustees not having voted the
Trustees shall be equally divided in opinion the matter shall be decided
according to the casting vote of the Chairman of the Board of Trustees or
the Chairman of the meeting as the case may be.
16. If the office of the Trustee or Trustees is vacated as contemplated in
Clause 10 hereof, the remaining Trustees shall, until such time as the
vacancy or vacancies is filled, be entitled to exercise all the powers
whether discretionary or otherwise vested in the Trustees and the execution
of the Trust declared herein and during such period the provisions of
Clauses 12, 14, 15 and 16 shall govern the remaining Trustees so far as the
same are applicable. Until such vacancy has been filed in, the quorum for
the meetings of the Board of trustees shall be four provided in case there
is only one continuing trustee, he shall be deemed to constitute the quorum
for a meeting of the Trustees to exercise all the powers referred to above.
17. THE Trustees shall keep or cause to be kept a Minute Book of their
proceedings and proper books of account and the accounts shall be audited
annually by Chartered Accountant/s as Auditors.
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18. THE Trustees shall be entitled from time to time to open, operate and
maintain a banking account or accounts in the name of said Trust or in the
names of the Trustees or such two or more of them at such Bank or Banks as
they may from time to time decide and may at any time pay or cause to be
paid or withdraw any moneys forming part of the Trust Fund or the income
thereof to the credit of any such account or accounts and either by way of
fixed deposit or current account or safe custody account or any other
account whatever.
19. NOTWITHSTANDING anything contained in these presents, the Trustees shall at
their discretion invest the Trust Fund and all moneys in their hands which
may require investment in or upon any one or more of the following modes of
investment with power from time to time at their absolute discretion to
convert or vary any investments and securities held by the Trustees into or
for others of the character hereby authorised:
a) Stocks, shares or other securities issued by a co-operative society;
b) Stocks, shares (equity or preference whether involving liability or
not) or debentures or warrants or other financial securities of any
kind issued by companies registered in India, including the Settlor or
statutory corporations in India, mutual funds and in units of the Unit
Trust of India;
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c) Debentures, loans bonds issued by the Government, Municipal or other
authority or public body in India;
d) Debentures, loans, bonds issued by the Government, Municipal or other
local authority or public body in India;
e) In deposits with Scheduled Banks or any firm or company of good
standing;
f) In acquiring by purchase or on lease or on ownership basis or in
exchange, hire or otherwise any immovable property of any tenure
including leaseholds in any part of India including the acquisition of
Lessors or other rights in property and in case of open or vacant land
the Trustees shall be at liberty to erect buildings and structures
thereon out of the Trust Fund which may be leased out on such terms
and conditions and subject to such rent, compensation or fee,
convenants and agreements as the Trustees may deem fit; and
g) Any investment which the Trustees may by law be authorised to make for
the investment of Trust Property;
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PROVIDED that the investments of the Trust Fund including those in
immovable properties may in the event of there being individual
Trustees be made or kept in the name of any two or more trustees or be
made payable to two or more Trustees or be kept in the name of any
Bank, Trustee or Stock Holding Company nominated for this purpose by
the Trustees.
20. THE Trustees shall be entitled to vote in respect of any shares or
securities held upon the trusts hereunder mentioned in such manner as the
Trustees may think best fit for the benefit of the Beneficiaries hereunder.
21. IT shall be lawful for the Trustees to borrow or raise money and/or secure
the repayment of any moneys borrowed by way of pledge, hypothecation,
charge or mortgage of any part of the movable or immovable properties
comprised in the Trust Fund on such terms and conditions as the Trustees
may think fit.
22. The Trustees shall at their absolute discretion by a unanimous vote of the
all Trustees (and not only of those present and voting at a meeting or on
circular resolution) at such time and from time to time, sell by public
auction or private contract or exchange or transfer or assign or grant
lease or sub-lease for any term however long or otherwise dispose of or
permit to be used at such rent, conpensation or fee all or any part of the
Trust Fund including the immovable properties comprised therein and on
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such terms and conditions related to title or otherwise and in full
respects as they may think proper and to rescind or vary any contract for
sale, exchange, transfer, assignment, lease or other disposition and to
resell the same or enter into a fresh contract for sale, exchange,
transfer, assignment, lease or other disposition without being answerable
for any loss or damages occasioned thereby and for such purposes to execute
all necessary conveyances, deeds or exchange assignments, transfers,
leases, sub-leases, counterparts and other assurances, indemnities,
agreements, convenants and other documents in writing and paper and to pass
give and execute necessary receipts, releases and discharges for the
consideration moneys relating thereto. All moneys arising from any such
transfer or other assurance shall be deemed to be part of the Trust Fund
and shall be applicable accordingly.
23 UPON any sale or other transfer by the Trustees under the power aforesaid,
the purchasers or transferees dealing bonafide with the Trustees shall not
be concerned to see or inquire whether the occasion for executing or
exercising such power has arisen or whether the provision as to the
appointment and retirement of Trustees herein contained have been properly
and regularly observed and performed. Neither shall the purchasers or
transferees be concerned to see to the application of the purchase moneys
or other considerations, or be answerable for the loss, misapplication or
non-application thereof.
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24. The receipt of the Corporate Trustees or of any Trustee/s or any sole
individual trustee for the income of the Trust Fund or for any documents of
title or securities, papers or other documents or any other moneys or
property forming part of the Trust Fund shall be sufficient and shall
effectually discharge the person or persons paying, giving or transferring
the same from being bound to see to the application or being answerable for
the loss, misapplication or non-application thereof;
25 THE Trustees may from time to time appoint one or more employees and
servants as the Trustees may deem expedient and fix their remuneration. The
Trustees shall also have power to fund and maintain provident funds,
gratuity fund, pension and other funds for any employees and make rules and
regulations (with power to add, to alter, amend, vary or substitute the
same or any of them) regarding the payment thereof.
26 THE Trustees shall have the power at their discretion instead of acting
personally to employ and pay any agent (including Banks) to transact any
business or to do any act whatsoever in relation to the said Trust
including receipt and payment of money without being liable for loss and
shall be entitled to be allowed and paid such charges incurred thereby.
27 IT shall be lawful for the Trustees to settle all accounts and to
compromise, compound or refer to arbitration any action, proceedings,
disputes, claims, demands or things relating to any matter in connection
with the said Trust and to do all other things proper for such purpose
without being responsible for any loss occasioned thereby.
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28 THE Trustees shall have the power to determine in case of doubt whether any
money of property shall for the purpose of this Trust be considered as
capital or income, and whether out of the capital or income any expenses or
out goings shall be ought to be paid or borne and any/every such
determination shall be binding and conclusive provided that nothing herein
contained shall be deemed to authorise the Trustees to spend the income or
corpus of the Trust Fund for any purpose not authorised by these presents.
29 THE Trustees shall be respectively chargeable only for such trust funds and
income including money, stocks, funds, shares and securities as they shall
actually receive notwithstanding their respectively signing any receipt for
the sake of conformity and shall be answerable and accountable only for
their own acts, receipts, neglects or defaults and not for those of the
other or others of them nor for any Banker, broker, auctioneer or agent or
any other persons with whom or into whose hands any Trust Fund or Trust
income may be deposited, nor for the insufficiency of deficiency of any
stocks, funds, shares or securities nor for any other loss, unless the same
shall happen through their own wilful default or dishonesty respectively.
3O THE Trustees may reimburse themselves and pay and discharge out of the
Trust Funds or moneys in their hands all expenses incurred in or about the
execution of the said Trust. It is, expressly agreed and declared that the
Trustees shall be entitled to be paid their actual expenses, travelling,
boarding, lodging and other expenses which may be incurred by them in the
performance of their duties as Trustees including for the attendance of
trustees meetings.
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31 IF any Trustee shall be lawyer, accountant, medical practitioner,
architect, engineer or a persons carrying on any other profession vocation
or business, he or his firm shall be entitled to charge for his or their
professional services including usual profit, costs and charges in spite of
the fact that he shall be a Trustee of the said Trust as if he had not been
a Trustee.
32 It is hereby expressly agreed and declared that the Trustees shall have the
power by a unanimous resolution in that behalf and if required, after
obtaining the previous sanction of a competent Court of law or authority,
to modify or terminate the powers and/or provisions hereof found
inconsistent with the object and purpose of the trust without however
effecting in any way the general object and purpose of the said Trust for
utilising the said trust fund and the income thereof for the said purposes
only for the benefit of all the beneficiaries subject to clauses 6 and 7
above without distinction of class, creed, religion, community or
nationality and TO THE INTENT that the Trust Fund and the Income thereof
shall at all times hereafter be utilised only for such purposes and not
otherwise.
33 It is hereby expressly understood that the trustees shall not be personally
liable for any act, deed or thing done in their capacity as trustees for
the purposes of the trust and that they shall be indemnified/kept
indemnified for any loss, damage or other disability suffered by them as a
consequence thereof, out of the trust funds, and that the trust shall bear
all costs, damages or losses including the cost of defending a legal action
or otherwise that may arrive as a consequence of their action as trustees.
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34 The said Trust shall be and remain irrevocable for all time and the Settlor
do hereby also release, relinquish, disclaim, surrender and determine all
their rights, title, interest or powers in the said Trust.
35 The said Trust shall be extinguished if the fulfilment of its purpose
become impossible by destruction of trust property or otherwise.
IN WITNESS WHEREOF the parties hereto have executed these presents the day and
year first hereinabove write.
SIGNED SEALED AND DELIVERED by
the above name Trustees
1] SHRI X X XXXXX
2] SMT XXXX XXXXXXXXXXX
3] XX X X XXXXXXXXXXX
4] SHRI X X XXXXXXXX
in the presence of
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THE COMMON SEAL OF INFOSYS TECHNOLOGIES LIMITED the above named Settlor was
hereunto affix pursuant to a resolution of its board of Directors in that behalf
on the day of 15TH September 1994 in the presence of Mr. X. X. Xxxxxxxx Xxxxxx
Chairman & Managing Director and Xx. X. Xxxxxxxxxxx Secretary of the Company.
/s/ X. X. XXXXXXXX XXXXXX /s/ X. XXXXXXXXXXX
X. X. XXXXXXXX XXXXXX X. XXXXXXXXXXX
CHAIRMAN & MANAGING DIRECTOR COMPANY SECRETARY
INFOSYS TECHNOLOGIES LIMITED
(INDENTURE)
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