<PAGE>
                                                                    EXHIBIT 99.2



[INFOSYS LOGO]



Infosys Technologies Limited
Electronics City, Hosur Road
Bangalore - 561 229, India.
Tel. : 91-80-852 0261
Fax : 91-80-852 0362

                                                                  April 10, 2002

Dear member,

You are cordially invited to attend the twenty-first Annual General Meeting of
the members on Saturday, June 08, 2002 at 3.00 p.m. at the J. N. Tata
Auditorium, National Science Seminar Complex, Indian Institute of Science,
Bangalore 560 012, India.

The notice for the meeting containing the proposed resolutions is enclosed
herewith.

If you need special assistance at the Annual General Meeting because of a
disability, please contact the Office of the Director - Finance &
Administration, Infosys Technologies Limited, Electronics City, Bangalore - 561
229, India (Tel.: +91-80-852 0396).

Very truly yours,


/S/ N. R. NARAYANA MURTHY
-----------------------------
N. R. Narayana Murthy
Chairman and Chief Mentor

Encl.



<PAGE>

                                     NOTICE

Notice is hereby given that the twenty-first Annual General Meeting of the
members of Infosys Technologies Limited will be held on Saturday, June 08, 2002,
at 3.00 p.m. at the J. N. Tata Auditorium, National Science Seminar Complex,
Indian Institute of Science, Bangalore - 560 012, India, to transact the
following business:

ORDINARY BUSINESS

1.   To receive, consider and adopt the Balance Sheet as at March 31, 2002 and
     the Profit & Loss Account for the year ended on that date and the Report of
     the Directors and the Auditors thereon.

2.   To declare a final dividend.

3.   To appoint a director in place of Mr. Nandan M. Nilekani who retires by
     rotation and, being eligible, offers himself for re-election.

4.   To appoint a director in place of Mr. Philip Yeo who retires by rotation
     and, being eligible, offers himself for re-election.

5.   To appoint a director in place of Mr. K. Dinesh who retires by rotation
     and, being eligible, offers himself for re-election.

6.   To appoint a director in place of Mr. T. V. Mohandas Pai who retires by
     rotation and, being eligible, offers himself for re-election.

7.   To appoint a director in place of Mr. Phaneesh Murthy who retires by
     rotation and, being eligible, offers himself for re-election.

8.   To appoint Auditors to hold office and to fix their remuneration.

SPECIAL BUSINESS

9.   To consider and, if thought fit, to pass with or without modifications as
     an ordinary resolution, the following:

     "RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309
     and Schedule XIII and other applicable provisions, if any, of the Companies
     Act, 1956, the consent of the Company be and it is hereby accorded to the
     reappointment of Mr. N. R. Narayana Murthy as Chairman and Chief Mentor for
     a period of five years with effect from May 01, 2002, on the terms and
     conditions as set out in the draft agreement to be executed by Mr. N. R.
     Narayana Murthy, (including the remuneration to be paid in the event of
     loss or inadequacy of profits in any financial year during the aforesaid
     period), submitted to this meeting and for identification initialed by the
     Company Secretary, with liberty to the Board of Directors, to alter, vary
     and modify the terms of the said reappointment/remuneration including
     salary, performance bonus, allowances and perquisites in such a manner as
     may be agreed to between the Board of Directors and Mr. N. R. Narayana
     Murthy within and in accordance with and subject to the limits prescribed
     in Schedule XIII to the Companies Act, 1956, or any amendment or any
     statutory modifications thereto and conditions, if any, as may be
     stipulated by the Central Government and as may be agreed to accordingly
     between the Board of Directors and Mr. N. R. Narayana Murthy.

     RESOLVED FURTHER THAT notwithstanding anything herein above stated where in
     any financial year closing on and after April 1, 2002, the Company incurs a
     loss or its profits are inadequate, the Company shall pay to Mr. N. R.
     Narayana Murthy remuneration by way of salary, performance bonus and other
     allowances not exceeding a sum of Rs. 12,33,480 per annum or Rs. 1,02,790
     per month and in addition thereto the perquisites not exceeding the limits
     specified under Para 2 of Section II, Part II of Schedule XIII to the
     Companies Act 1956, or such other limits as may be prescribed by the
     Government from time to time as minimum remuneration."

10.  To consider and, if thought fit, to pass with or without modifications as
     an ordinary resolution, the following:

     "RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309
     and Schedule XIII and other applicable provisions, if any, of the Companies
     Act, 1956, the consent of the Company be and it is hereby accorded to the
     reappointment of Mr. Nandan M. Nilekani as Chief Executive Officer,
     President and Managing Director for a period of five years with effect from
     May 01, 2002, on the terms and conditions as set out in the draft agreement
     to be executed by Mr. Nandan M. Nilekani, (including the remuneration to be
     paid in the event of loss or inadequacy of profits in any financial year
     during the aforesaid period), submitted to this meeting and for
     identification initialed by the Company Secretary with liberty to the Board
     of Directors, to alter, vary and modify the terms of the said
     reappointment/remuneration including salary, performance bonus, allowances
     and perquisites in such a manner as may be agreed to between the Board of
     Directors and Mr. Nandan M. Nilekani within and in accordance with and
     subject to the limits prescribed in Schedule XIII to the Companies Act,
     1956, or any amendment or any statutory modifications thereto and
     conditions if any, as may be stipulated by the Central Government and as
     may be agreed to accordingly between the Board of Directors and Mr. Nandan
     M. Nilekani.

     RESOLVED FURTHER THAT notwithstanding anything herein above stated where in
     any financial year closing on and after April 1, 2002, the Company incurs a
     loss or its profits are inadequate, the Company shall pay to Mr. Nandan M.
     Nilekani remuneration by way of salary, performance bonus and other
     allowances not exceeding a sum of Rs. 12,33,480 per annum or Rs. 1,02,790
     per month and in addition thereto the perquisites not exceeding the limits
     specified under Para 2 of Section II, Part II of Schedule XIII to the
     Companies Act 1956, or such other limits as may be prescribed by the
     Government from time to time as minimum remuneration."

11.  To consider and, if thought fit, to pass with or without modifications as
     an ordinary resolution, the following:

     "RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309
     and Schedule XIII and other applicable provisions, if any, of the Companies
     Act, 1956, the consent of the Company be and it is hereby accorded to the
     reappointment of Mr. K. Dinesh as a Whole-time Director for a period of
     five years with effect from May 01, 2002, on the terms and conditions as
     set out in the draft agreement to be executed by Mr. K. Dinesh, (including
     the remuneration to be paid in the event of loss or inadequacy of profits
     in any financial year during the aforesaid period), submitted to this
     meeting and for identification initialed by the Company Secretary with
     liberty to the Board of Directors, to alter, vary and modify the terms of
     the said reappointment/remuneration including salary, performance bonus,
     allowances




                                      (i)

<PAGE>

     and perquisites in such a manner as may be agreed to between the Board of
     Directors and Mr. K. Dinesh within and in accordance with and subject to
     the limits prescribed in Schedule XIII to the Companies Act, 1956, or any
     amendment or any statutory modifications thereto and conditions if any, as
     may be stipulated by the Central Government and as may be agreed to
     accordingly between the Board of Directors and Mr. K. Dinesh.

     RESOLVED FURTHER THAT notwithstanding anything herein above stated where in
     any financial year closing on and after April 1, 2002, the Company incurs a
     loss or its profits are inadequate, the Company shall pay to Mr. K. Dinesh
     remuneration by way of salary, performance bonus and other allowances not
     exceeding a sum of Rs. 12,33,480 per annum or Rs. 1,02,790 per month and in
     addition thereto the perquisites not exceeding the limits specified under
     Para 2 of Section II, Part II of Schedule XIII to the Companies Act 1956,
     or such other limits as may be prescribed by the Government from time to
     time as minimum remuneration."

12.  To consider and, if thought fit, to pass with or without modifications as
     an ordinary resolution, the following:

     "RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309
     and Schedule XIII and other applicable provisions, if any, of the Companies
     Act, 1956, the consent of the Company be and it is hereby accorded to the
     reappointment of Mr. S. D. Shibulal as a Whole-time Director for a period
     of five years with effect from January 10, 2002, on the terms and
     conditions as set out in the draft agreement to be executed by Mr. S. D.
     Shibulal, (including the remuneration to be paid in the event of loss or
     inadequacy of profits in any financial year during the aforesaid period),
     submitted to this meeting and for identification initialed by the Company
     Secretary, with liberty to the Board of Directors, to alter, vary and
     modify the terms of the said reappointment/remuneration including salary,
     performance bonus, allowances and perquisites in such a manner as may be
     agreed to between the Board of Directors and Mr. S. D. Shibulal within and
     in accordance with and subject to the limits prescribed in Schedule XIII to
     the Companies Act, 1956, or any amendment or any statutory modifications
     thereto and conditions if any, as may be stipulated by the Central
     Government and as may be agreed to accordingly between the Board of
     Directors and Mr. S. D. Shibulal.

     RESOLVED FURTHER THAT notwithstanding anything herein above stated where in
     any financial year closing on and after April 1, 2002, the Company incurs a
     loss or its profits are inadequate, the Company shall pay to S. D. Shibulal
     remuneration by way of salary, performance bonus and other allowances not
     exceeding a sum of Rs. 12,33,480 per annum or Rs. 1,02,790 per month and in
     addition thereto the perquisites not exceeding the limits specified under
     Para 2 of Section II, Part II of Schedule XIII to the Companies Act 1956,
     or such other limits as may be prescribed by the Government from time to
     time as minimum remuneration."

13.  To consider and, if thought fit, to pass with or without modifications as
     an ordinary resolution, the following:

     "RESOLVED THAT Mr. Claude Smadja, who was co-opted as an Additional
     Director of the Company by the Board of Directors, and who holds office
     under Section 260 of the Companies Act, 1956, until the date of the Annual
     General Meeting and in respect of whom the Company has received a notice in
     writing proposing his candidature for the office of a Director, be and is
     hereby appointed as a director of the Company, liable to retire by
     rotation."

14.  To consider and, if thought fit, to pass with or without modifications as a
     special resolution the following:

     "RESOLVED THAT in accordance with the FEMA (Transfer of Issue of Security
     by a Person Resident outside India) Regulations, 2000 or any other
     applicable law, and subject to the approval of the Central Government and
     Reserve Bank of India if required, the consent of the Company be and it is
     hereby accorded for investment by Foreign Institutional Investors, in the
     equity share capital of the Company, either by direct investment or by
     purchase or otherwise by acquiring from the market under portfolio
     investment scheme on repatriation basis, upto 100% of the paid-up equity
     share capital of the Company or such other limit as may be prescribed from
     time to time by the Central Government and/or Reserve Bank of India or
     any other related authority.

     RESOLVED FURTHER THAT the Board be and it is hereby authorized to do all
     such acts, deeds, matters and things as may be necessary, proper or
     expedient for the purpose of giving effect to this resolution and for
     matters connected therein or incidental thereto"



                                      (ii)
<PAGE>

NOTES:

1.   An Explanatory Statement pursuant to Section 173(2) of the Companies Act,
     1956 is annexed hereto.

2.   A member entitled to attend and vote at the meeting is entitled to appoint
     a proxy to attend the meeting and the proxy need not be a member of the
     Company. Under the Companies Act, 1956, voting is by show of hands unless a
     poll is demanded by a member or members present in person, or by proxy
     holding at least one-tenth of the total shares entitled to vote on the
     resolution or by those holding paid-up capital of at least Rs. 50,000. A
     proxy may not vote except in a poll.

3.   The instrument appointing the proxy should be deposited at the Registered
     Office of the Company not less than 48 hours before the commencement of the
     meeting.

4.   Members/proxies should bring duly filled Attendance Slips sent herewith
     for attending the meeting.

5.   The Register of Directors' shareholdings, maintained under Section 307 of
     the Companies Act, 1956, is available for inspection by the members at the
     Annual General Meeting.

6.   The Register of Contracts, maintained under Section 301 of the Companies
     Act, 1956, is available for inspection by the members at the Registered
     Office of the Company.

7.   The Register of Members and Share Transfer Books will remain closed from
     May 24, 2002 to June 08, 2002 both days inclusive.

8.   The certificate from the Auditors of the Company certifying that the
     Company's 1998 Stock Option Plan and 1999 Stock Option Plan are being
     implemented in accordance with the SEBI (Employees Stock Option Scheme and
     Employees Stock Purchase Scheme) Guidelines, 1999 and in accordance with
     the resolution of the members in the general meeting is available for
     inspection by the members at the Annual General Meeting.

 9.  Subject to the provisions of Section 206A of the Companies Act, 1956,
     dividend as recommended by the Board of Directors, if declared at the
     meeting, will be payable on or after June 08, 2002 to those members whose
     names appear in the Register of Members as on May 24, 2002, subject to
     deductions of tax, if any.

10.  Members whose shareholding are in the electronic mode are requested to
     direct change of address notifications and updations of Savings Bank
     Account details to their respective Depositary Participants.

11.  Members are requested to address all correspondences, including dividend
     mandates, to the Registrar and Share Transfer Agents - Karvy Consultants
     Limited, T. K. N. Complex, No. 51/2, Vanivilas Road, Opp. National College,
     Basavanagudi, Bangalore - 560 004, India.

12.  Members wishing to claim dividends, which remain unclaimed, are requested
     to correspond with Mr. V. Balakrishnan, Company Secretary and Vice
     President - Finance at the Company's registered office for further
     particulars. Members are requested to note that dividends not encashed or
     claimed within seven years from the date of transfer to the Company's
     Unpaid Dividend Account, will, as per Section 205 A of the Companies Act,
     1956, be transferred to the Investor Education and Protection Fund. In the
     course of the next 12 months, unclaimed interim and final dividends for the
     year 1995-96 will be transferred to this fund.

13.  Members are encouraged to utilize the Electronic Clearing System (ECS) for
     receiving dividends. This notice includes an ECS Mandate Form for the
     benefit of members desiring to receive dividends through the ECS mode.

EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956.

ITEMS 9, 10 & 11

Items 9, 10 and 11 pertain to the resolutions seeking the approval of the
members in general meeting for reappointing Mr. N. R. Narayana Murthy, Mr.
Nandan M. Nilekani and Mr. K. Dinesh as the Chairman and Chief Mentor, Chief
Executive Officer, President and Managing Director and Whole-time Director of
the Company, respectively.

I.   MR. N. R. NARAYANA MURTHY & MR. NANDAN M. NILEKANI:

     Mr. N. R. Narayana Murthy and Mr. Nandan M. Nilekani were appointed, the
     Chairman and Chief Executive, Officer and the Managing Director, President
     and Chief Operating Officer of the Company respectively for a term of five
     years expiring on April 30, 2002. As part of the initiative to create an
     enduring leadership for the Company, the Board of Directors of the Company
     in its meeting held on January 10, 2002, re-designated Mr. N. R. Narayana
     Murthy as the Chairman and Chief Mentor and Mr. Nandan M. Nilekani as the
     Chief Executive Officer, President and Managing Director of the Company.
     These changes took effect on March 31, 2002. The Board of Directors of the
     Company, at its meeting held on April 10, 2002, reappointed Mr. N. R.
     Narayana Murthy as Chairman and Chief Mentor and Mr. Nandan M. Nilekani as
     Chief Executive Officer, President and Managing Director of the Company,
     for a period of five years with effect from May 1, 2002 on the terms and
     conditions mentioned in the Abstract of the Terms of Appointment of Mr. N.
     R. Narayana Murthy, Mr. Nandan M. Nilekani, Mr. K. Dinesh and Mr. S. D.
     Shibulal, dated April 10, 2002 and circulated to the members of the Company
     pursuant to Section 302 of the Companies Act 1956 (the "Abstract of the
     Terms of Appointment" and which is also reproduced below). The
     reappointment of Mr. N. R. Narayana Murthy and Mr. Nandan M. Nilekani are
     subject to the approval of the members in the General Meeting.

II.  MR. K. DINESH:

     Mr. K. Dinesh was appointed, a Whole-time Director of the Company for a
     term of five years expiring on April 30, 2002. The Board of Directors of
     the Company, at its meeting held on April 10, 2002, reappointed Mr. K.
     Dinesh as a Whole-time Director of the Company, for a period of five years
     with effect from May 1, 2002 on the terms and conditions mentioned in the
     Abstract of the Terms of Appointment. Mr. K. Dinesh's reappointment is
     subject to the approval of the members in General Meeting.



                                     (iii)
<PAGE>

     The copies of relevant resolutions of the Board/Company in respect of
     appointments of the above-mentioned persons are available for inspection by
     the members at the Registered Office of the Company during working hours on
     any working day till the date of this Annual General Meeting. No other
     director except Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr.
     K. Dinesh may be considered as interested or concerned in the resolutions.
     The Abstract of the Terms of Appointment is reproduced below:

ABSTRACT OF THE TERMS OF APPOINTMENTS OF MR. N. R. NARAYANA MURTHY AS CHAIRMAN
AND CHIEF MENTOR; MR. NANDAN M. NILEKANI AS CHIEF EXECUTIVE OFFICER, PRESIDENT
AND MANAGING DIRECTOR; AND MR. K. DINESH AS WHOLE-TIME DIRECTOR OF INFOSYS
TECHNOLOGIES LIMITED, ISSUED TO THE MEMBERS OF THE COMPANY PURSUANT TO SECTION
302 OF THE COMPANIES ACT, 1956:


As part of the initiative to create an enduring leadership for the Company, the
Board of Directors, at its meeting held on January 10, 2002, re-designated Mr.
N. R. Narayana Murthy as the Chairman and Chief Mentor and Mr. Nandan M.
Nilekani as the Chief Executive Officer, President and Managing Director of the
Company. These changes took effect on March 31, 2002. The Board of Directors, at
its meeting held on April 10, 2002, reappointed Mr. N. R. Narayana Murthy as
Chairman and Chief Mentor; Mr. Nandan M. Nilekani as Chief Executive Officer,
President and Managing Director; and Mr. K. Dinesh as Whole-time Director of the
Company, for a period of five years with effect from May 1, 2002. The
reappointment of Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K.
Dinesh and the terms of their reappointment are subject to the approval of the
members in general meeting, pursuant to the provisions of Sections 198, 269,
309, Schedule XIII and other applicable provisions of the Companies Act, 1956.
The terms and conditions of their appointments are as follows:

1.   Period of appointment: May 1, 2002 to April 30, 2007.

2.   Details of remuneration:

     a)   Salary per month:

<TABLE>
<S>                                  <C>               <C>
          Mr. N. R. Narayana Murthy  Rs. 70,300 p.m.   in the scale of Rs. 30,000 - Rs. 80,000 p.m.
          Mr. Nandan M. Nilekani     Rs. 70,300 p.m.   in the scale of Rs. 30,000 - Rs. 80,000 p.m.
          Mr. K. Dinesh              Rs. 70,300 p.m.   in the scale of Rs. 30,000 - Rs. 80,000 p.m.
</TABLE>

     b)   Performance bonus:

     Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh, shall
     be entitled to performance bonus based on their performance or based on
     their value addition to the Company, up to a maximum of 25% of salary,
     payable quarterly or at other intervals as may be decided by the Board.

     c)   Company Performance-Linked Incentive:

     Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh shall
     be eligible for a Company Performance-Linked Incentive, payable quarterly
     or at other intervals as may be decided by the Board.

     d)   Perquisites and allowances:

          (i)     Housing: Furnished/unfurnished residential accommodation or
                  house rent allowance at 40% of salary in lieu thereof.
                  Expenses incurred on gas, electricity, water and furnishings
                  shall be valued as per Income Tax Rules, 1962.

          (ii)    Medical reimbursement/allowance: Reimbursement of actual
                  expenses for self and family and/or allowances will be paid as
                  per the rules of the Company.

          (iii)   Leave travel concession/allowance: For self and family once in
                  a year, in accordance with the rules of the Company.

          (iv)    Club fees: Fees payable subject to a maximum of two clubs.

          (v)     Personal accident insurance: As per the rules of the Company.

          (vi)    Provision of driver/Allowance for driver's salary: As per the
                  rules of the Company.

          (vii)   Company car and telephone: Expenses in relation to use of
                  Company car and telephone for official purposes.

     e)   Other benefits:

          (i)     Earned/privilege leave: As per the rules of the Company.

          (ii)    Company's contribution to provident fund and superannuation
                  fund: As per the rules of the Company.

          (iii)   Gratuity: As per the rules of the Company.

          (iv)    Encashment of leave: As per the rules of the Company.

     The aggregate of the salary, performance bonus, Company performance-linked
     incentive, perquisites and allowances, and other benefits taken together in
     respect of payment to Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and
     Mr. K. Dinesh, shall always be subject to the overall ceilings laid down in
     Sections 198 and 309 of the Companies Act, 1956.

     f)    Minimum remuneration

     Where in any financial year, during the currency of tenure of Mr. N. R.
     Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh, the Company
     incurs a loss or its profits are inadequate, the Company may pay them
     remuneration by way of salary, performance bonus, perquisites and
     allowances not exceeding the limits as specified below:

<TABLE>
<S>                                   <C>                    <C>     <C>
          Mr. N. R. Narayana Murthy   Rs. 12,33,480 p.a.     or      Rs. 1,02,790 p.m.
          Mr. Nandan M. Nilekani      Rs. 12,33,480 p.a.     or      Rs. 1,02,790 p.m.
          Mr. K. Dinesh               Rs. 12,33,480 p.a.     or      Rs. 1,02,790 p.m.
</TABLE>



                                      (iv)
<PAGE>

     and in addition the perquisites not exceeding the limits specified under
     Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956,
     or such other limits as may be prescribed by the Government from time to
     time as minimum remuneration.

3.   Termination: The Agreement may be terminated by either party by giving six
     months notice, in writing, of such termination. If, at any time, Mr. N. R.
     Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh cease to be
     directors of the Company for any cause whatsoever, the agreement shall
     forthwith be terminated.

4.   Duties: Mr. N. R. Narayana Murthy, Mr. Nandan M. Nilekani and Mr. K. Dinesh
     shall perform such duties as may from time to time be entrusted to them,
     subject to the superintendence and control of the Board of Directors.

ITEM 12

Mr. S. D. Shibulal was appointed as a Whole-time Director of the Company for a
term of five years expiring on January 09, 2002. Mr. S. D. Shibulal has since
been reappointed as a Whole-time Director of the Company, for a further period
of five years with effect from January 10, 2002 on the terms and conditions
mentioned in the Abstract of the Terms of Appointment. Mr. S. D. Shibulal's
reappointment is subject to the approval of the members in General Meeting.


Further, in view of the Company's business requirements, the Board of Directors,
at its meeting held on April 10, 2002, resolved that Mr. S. D. Shibulal will be
based in U.S.A., from April 14, 2002. Accordingly, the Board of Directors
resolved that for the period between January 10, 2002 and April 13, 2002, Mr. S.
D. Shibulal's reappointment as Whole-time Director shall be on the same terms
and conditions as was approved by the Company in the General Meeting held on
June 7, 1997 (except Clause 2 (f) in the Abstract) and effective April 14, 2002,
Mr. S. D. Shibulal's reappointment as a Whole-time Director (so long as he is
based outside of India) shall be on the terms and conditions mentioned below. If
Mr. S. D. Shibulal is posted to a position in India prior to the completion of
his term as a Whole-time Director, the terms and conditions of appointment
approved by the Company in the General Meeting held on June 7, 1997 (except
Clause 2 (f) in the abstract) would be applicable. No other director except Mr.
S. D. Shibulal may be considered as interested or concerned in this resolution.
These terms and conditions are subject to revision if and when Mr. S. D.
Shibulal is posted to a position based in India.

ABSTRACT OF THE TERMS OF APPOINTMENT OF MR. S. D. SHIBULAL AS WHOLE-TIME
DIRECTOR OF INFOSYS TECHNOLOGIES LIMITED, ISSUED TO THE MEMBERS OF THE COMPANY
PURSUANT TO SECTION 302 OF THE COMPANIES ACT 1956:

The term of Mr. S. D. Shibulal as a Whole-time Director of the Company came to
an end on January 9, 2002. He has since been reappointed as a Whole-time
Director of the Company for a further period of five years. Further, in view of
the Company's business requirements, the Board of Directors of the Company, at
its meeting held on April 10, 2002, resolved that Mr. S. D. Shibulal will be
based in U.S.A, from April 14, 2002. Accordingly, for the period between January
10, 2002 and April 13, 2002, Mr. S. D. Shibulal's reappointment as Whole-time
Director shall be on the same terms and conditions as was approved by the
Company in the General Meeting held on June 7, 1997 (except Clause 2 (f) below)
and effective April 14, 2002, Mr. S. D. Shibulal's reappointment as a Whole-time
Director (so long as he is based outside of India) shall be on the terms and
conditions mentioned below. These terms and conditions are subject to revision
if and when Mr. S. D. Shibulal is posted to a position based in India. If Mr. S.
D. Shibulal is posted to a position in India prior to the completion of his term
as a Whole-time Director, the terms and conditions of appointment approved by
the Company in the General Meeting held on June 7, 1997 (except Clause 2 (f)
below) would be applicable. The reappointment of Mr. S. D. Shibulal and the
terms of his reappointment are subject to the approval of the members in General
Meeting, pursuant to the provisions of Sections 198, 269, 309, Schedule XIII and
other applicable provisions of the Companies Act 1956.

1.   Period of appointment: January 10, 2002 to January 09, 2007.

2.   Details of remuneration:

     (i)  January 10, 2002 to April 13, 2002

<TABLE>
<S>                                                             <C>                <C>
       -----------------------------------------------------------------------------------------------------------------------
       [On the same terms and conditions as approved by the
       Company in the General Meeting held on June 7, 1997]     Rs. 70,300 p.m.    In the scale of Rs. 30,000 - Rs. 80,000 p.m.
       -----------------------------------------------------------------------------------------------------------------------
</TABLE>

     (ii)  April 14, 2002 to January 09, 2007

      a)  Salary per month:

<TABLE>
<S>                                                               <C>                <C>
       ----------------------------------------------------------------------------------------------------------------------------
       April 14, 2002 to January 09, 2007,
       [Only if, Mr. S. D. Shibulal is based outside of India.]    US $ 20,833 p.m.  In the scale of US $ 16,667 - US $ 29,167 p.m.
       ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

      b)  Performance Bonus:

          Mr. S. D. Shibulal shall be entitled to performance bonus based on his
          performance or based on his value addition to the Company, up to a
          maximum of US $ 80,000 per annum or up to 150% of salary, payable
          quarterly or at other intervals as may be decided by the Board.

      c)  Company Performance-Linked Incentive:

          Mr. S. D. Shibulal shall be eligible for a Company Performance-Linked
          Incentive, payable quarterly or at other intervals as may be decided
          by the Board.

      d)  Perquisites and allowances:

          Mr. S. D. Shibulal shall be covered under the health-care, income
          protection and retirement plans offered by Infosys to all its US-based
          employees:




                                      (v)

<PAGE>
          (i)     Health care benefits: The Company will incur expenditure as
                  per the rules of the Company for insuring Mr. S. D. Shibulal
                  and his dependent family for medical and dental care, vision
                  care, and offers him a life insurance and Accidental Death and
                  Dismemberment (AD&D) insurance.

          (ii)    Disability insurance: The Company will incur expenditure as
                  per the rules of the Company, for covering Mr. S. D. Shibulal
                  under the income protection plan that provides short-term and
                  long-term disability insurance in case of any situation that
                  disables him from attending regular duties (and earning full
                  wages) for a continuous period exceeding one week.

          (iii)   401(k) plan: Mr. S. D. Shibulal shall be eligible to
                  participate in this tax-deferred retirement benefit where the
                  Company matches 25% of the employee's contribution per year,
                  up to a maximum amount as per the rules of the Company.

          (iv)    Conveyance: Mr. S. D. Shibulal shall be entitled to a fully
                  insured Company leased car and operational expenses thereof to
                  discharge his official responsibilities.

          (v)     Telephone: Use of the Company's telephone at residence for
                  official purposes.

     e)   Other benefits:

          (i)     Earned/privilege leave: As per the rules of the Company.

          (ii)    Encashment of leave: As per the rules of the Company.

          The aggregate of the salary, performance bonus, Company
          performance-linked incentive, perquisites and allowances, and other
          benefits taken together in respect of payment to Mr. S. D. Shibulal,
          shall always be subject to the overall ceilings laid down in Sections
          198 and 309 of the Companies Act, 1956.

     f)   Minimum remuneration

          Where in any financial year, during the currency of tenure of Mr. S.
          D. Shibulal, the Company incurs a loss or its profits are inadequate,
          the Company may pay him remuneration by way of salary, performance
          bonus, perquisites and allowances not exceeding the limits as
          specified below:

          Mr. S. D. Shibulal   Rs. 12,33,480 p.a.     or      Rs. 1,02,790 p.m.

          and in addition the perquisites not exceeding the limits specified
          under Para 2 of Section II, Part II of Schedule XIII to the Companies
          Act, 1956, or such other limits as may be prescribed by the Government
          from time to time as minimum remuneration.

3.   Termination: The Agreement may be terminated by either party by giving six
     months notice, in writing, of such termination. If, at any time, Mr. S. D.
     Shibulal ceases to be director of the Company for any cause whatsoever, the
     agreement shall forthwith be terminated.

4.   Duties: Mr. S. D. Shibulal shall perform such duties as may from time to
     time be entrusted to him, subject to the superintendence and control of the
     Board of Directors.

ITEM 13

Mr. Claude Smadja was co-opted as an Additional Director of the Company with
effect from October 25, 2001 pursuant to Section 260 of the Companies Act, 1956.
Mr. Claude Smadja holds office of director upto the date of the ensuing Annual
General Meeting. The Company has received notice in writing from a member
alongwith a deposit of Rs. 500/- proposing the candidature of Mr. Claude Smadja
for the office of Director under the provisions of Section 257 of the Companies
Act, 1956. None of the directors other than Mr. Claude Smadja is interested in
this resolution.

The Board recommends resolutions 1-13 for the approval of the members.

ITEM 14

The investment by Foreign Institutional Investors (FIIs) in the equity of Indian
companies was permitted to the extent of 49% of the paid-up equity capital of
the concerned Indian companies. The Reserve Bank of India in consultation with
the Government of India, has, by way of its circular dated September 20, 2001,
raised the limit of such investments upto the sectoral cap or statutory ceiling,
applicable, in various industrial sectors as per the present foreign investment
policy of the government provided that the approval of the Company's Board of
Directors and the General Body is first obtained. Since the sectoral cap
prescribed for the software industry is 100% of the paid-up equity capital of
individual companies, the resolution at item 14 of the Notice seeks shareholder
approval for increases in the permitted FII investment limits upto 100%. The
Board considers the increased investment by FIIs to be in the interest of the
Company. The Board recommends the resolution for increasing the maximum limit of
FII investment in the Company to 100% of the paid-up equity share capital of the
Company.

None of the directors are concerned or interested in this resolution.




                                       By order of the Board

Electronics City, Hosur Road,
Bangalore - 561 229, India.            V. Balakrishnan
                                       Company Secretary
April 10, 2002                         and Vice President - Finance




                                      (vi)


<PAGE>

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT OR
SEEKING ELECTION AT THE ANNUAL GENERAL MEETING

Following is the biographical data about the directors seeking re-election or
recommended for appointment as a director:

    [PHOTOGRAPH OF           N. R. Narayana Murthy has served as Chairman of the
N. R. NARAYANA MURTHY]       Board and Chief Mentor of Infosys since March 31,
                             2002. He has served as the Chairman of the Board
                             and Chief Executive Officer of Infosys since 1981,
                             when he founded the Company with six software
                             professionals. He also served as Managing Director
                             of Infosys until February 1999. While at Infosys,
                             from 1992 to 1994, he served as the President of
                             NASSCOM. Mr. Murthy is a member of the Prime
                             Minister's Council on Trade and Industry (India),
                             the Asian Executive Board at the Wharton Business
                             School and the Board of Councillors at the
                             University of Southern California School of
                             Engineering. He is a member of the Board of
                             Advisors for the William F. Achtmeyer Center for
                             Global Leadership at the Tuck School of Business.
                             Mr. Murthy is the Chairman of Bangalore
                             International Airport Limited and is a director on
                             the Board of Media Lab Asia. He is also a director
                             on the Board of the Reserve Bank of India. Mr.
                             Murthy has won several awards such as Nikkei Asia
                             Award, the Wharton School Dean's Medal, and the
                             2001 Freedom Prize by the Max Schmidheiny
                             Foundation (St. Gallen). He has been named among
                             the "25 most influential global executives" by
                             TIME/CNN. He has also been featured in
                             BusinessWeek's `The Top Entrepreneurs' (1999) and
                             `The Stars of Asia' (for three successive years -
                             1998, 1999 and 2000). Mr. Murthy has a bachelor's
                             degree in Electrical Engineering from the
                             University of Mysore and a master's degree from the
                             Indian Institute of Technology (IIT), Kanpur.


    [PHOTOGRAPH OF           Nandan M. Nilekani is a co-founder of Infosys and
  NANDAN M. NILEKANI]        was appointed as the Chief Executive Officer,
                             President and Managing Director of Infosys in March
                             2002. He has served as a Director since 1981, Head
                             - Marketing and Sales of Infosys since 1987, Head -
                             Banking Business Unit since 1998, and Managing
                             Director, President and Chief Operating Officer
                             since February 2000. From 1981 to 1987, Mr.
                             Nilekani was in the United States managing the
                             marketing and development efforts of Infosys. He is
                             a co-founder of NASSCOM as well as the Bangalore
                             Chapter of The IndUS Entrepreneurs (TiE). Mr.
                             Nilekani serves on the London Business School's
                             Asia Pacific Regional Advisory Board. In addition,
                             he is a member of the Global Advisory Council of
                             The Conference Board, an international research and
                             business membership organization. He is the
                             Co-chairman of the Business Leaders Dialogue of the
                             Initiative for Social Innovation Through Business
                             (ISIB) at The Aspen Institute. He also serves as
                             the Co-chairman of the Advisory Board of the IIT
                             Bombay Heritage Fund. He is the Chairman of the
                             Government of India's IT Task Force for the power
                             sector and the Chairman of the Bangalore Agenda
                             Task Force set up by the Karnataka state
                             government. He is also a member of the Planning
                             Commission's steering committee on communications
                             and information for the formulation of the tenth
                             Five Year Plan. In addition, Mr. Nilekani has
                             served as a member of the subcommittee of the
                             Securities and Exchange Board of India that dealt
                             with issues related to insider trading, and as a
                             member of the Reserve Bank of India's Advisory
                             Group on corporate governance. He received his
                             bachelor's degree in electrical engineering from
                             the Indian Institute of Technology (IIT), Bombay in
                             1978 and received the institute's Distinguished
                             Alumnus Award in 1999. Mr. Nilekani serves on the
                             investors grievance committee of the Company.

    [PHOTOGRAPH OF           Philip Yeo has served as an independent director of
      PHILIP YEO]            the Company since October 1999. He has served as
                             the Co-chairman of the Singapore Economic
                             Development Board since February 2001, and as the
                             Chairman of Singapore's National Science &
                             Technology Board since February 2001. Mr. Yeo
                             graduated in 1970 in Applied Science (Industrial
                             Engineering) from the University of Toronto, Canada
                             under a Colombo Plan Scholarship. He later obtained
                             a Master of Science (Systems Engineering) from the
                             University of Singapore in 1974. In 1976, he
                             obtained a Master in Business Administration from
                             Harvard University, USA, under a Fulbright
                             scholarship. Mr. Yeo joined the Administrative
                             Service in 1970 and served in the Ministry of
                             Defence before assuming his current appointment of
                             Chairman, Economic Development Board in January
                             1986. Mr. Yeo also served as the first Chairman of
                             the National Computer Board from 1981 to 1987. Mr.
                             Yeo was Board Member (from 1980) and Chairman of
                             the Executive Committee of Singapore Technologies
                             Holdings (from 1987 to 1993). Mr. Yeo serves on the
                             investors grievance committee, compensation
                             committee and the nominations committee of the
                             Company.



                                     (vii)
<PAGE>

   [PHOTOGRAPH OF            Claude Smadja has served as an Additional Director
   CLAUDE SMADJA]            of the Company since October 25, 2001 and is
                             President of Smadja & Associates: Strategic
                             Advisory, a firm advising global corporations and
                             governments on strategic issues, global trends and
                             their implications on policies. Between January
                             1996 and April 2001, he had been the Managing
                             Director of the World Economic Forum. His portfolio
                             of responsibilities included, among other domains,
                             direct responsibility for the Annual Meeting in
                             Davos, the Forum's activities in Asia and the
                             direct responsibility for the yearly East Asia
                             Economic Summit and the yearly financial services
                             governors meeting, comprising most of the top
                             executives of the major players in this sector.
                             Prior to his position as Managing Director of the
                             World Economic Forum, Claude Smadja had been
                             Director for the News and Current Affairs
                             Department of the Swiss Broadcasting Corporation in
                             Geneva for three years and a Senior Adviser to the
                             World Economic Forum. He had been associated with
                             the World Economic Forum from mid 1987 to January
                             1993 as a Director and Member of the Executive
                             Board, first creating and heading World Link - the
                             Magazine of the World Economic Forum and then
                             creating the Forum's first Regional Economic Summit
                             - The East Asia Economic Summit. He contributes to
                             international publications on major issues on the
                             global agenda and on the trends shaping the
                             macroeconomic and the political environment. He is
                             also on the board of corporations in Switzerland
                             and abroad and is the Chairman of the International
                             Board of Overseers at the Illinois Institute of
                             Technology. Mr. Smadja serves on the nominations
                             committee and the investors grievance committee of
                             the Company.

      [PHOTOGRAPH OF         K. Dinesh is a co-founder of Infosys and has served
       K. DINESH]            as a Director since 1985. He has served as Head -
                             Quality, Productivity and MIS of Infosys since
                             1996. His current portfolio of functions includes
                             Human Resources, Quality, Productivity, Information
                             systems and Communication Design. From 1991 to
                             1996, Mr. Dinesh served in various project
                             management position and was responsible for
                             worldwide software development efforts for Infosys.
                             From 1981 to 1990, he managed projects for Infosys
                             in the United States. Mr. Dinesh received an M.Sc.
                             degree in Mathematics from Bangalore University.
                             Mr. Dinesh serves on the investors grievance
                             committee of the Company.

       [PHOTOGRAPH OF        S. D. Shibulal is a co-founder of Infosys and has
       S.D. SHIBULAL]        served as a Director from 1984 to 1991 and since
                             1997. In his current position as Head of Delivery,
                             he is responsible for customer delivery worldwide.
                             He has served as Head - Manufacturing, Distribution
                             and Year 2000 Business Unit and Head - Internet and
                             Intranet Business Unit of Infosys since 1997. From
                             1991 to 1996, Mr. Shibulal was on sabbatical from
                             Infosys and served as Senior Information Resource
                             Manager at Sun Microsystems Inc. From 1981 to 1991,
                             he worked for Infosys in the United States on
                             projects in the retail and manufacturing
                             industries. Mr. Shibulal is a Director on the Board
                             of OnMobile, USA. Mr. Shibulal received an M.Sc.
                             degree in Physics from the University of Kerala and
                             an MS degree in Computer Science from the Boston
                             University. Mr. Shibulal serves on the investors
                             grievance committee of the Company.

       [PHOTOGRAPH OF        T. V. Mohandas Pai has served as Director of
      T.V. MOHANDAS PAI]     Infosys since May 27, 2000. From 1996 to 2000, he
                             was Senior Vice President, Head - Finance and
                             Administration and Chief Financial Officer of
                             Infosys. From 1994 to 1996, he served as Vice
                             President of Finance at Infosys. From 1988 to 1994,
                             Mr. Pai was Executive Director of Prakash Leasing
                             Ltd. Mr. Pai received his B.Com. from St. Joseph's
                             College of Commerce, Bangalore and an LL.B. from
                             the University Law College, Bangalore. Mr. Pai is a
                             Fellow Member of the Institute of Chartered
                             Accountants of India.

      [PHOTOGRAPH OF         Phaneesh Murthy has served as Director of Infosys
     PHANEESH MURTHY]        since May 27, 2000. From 1996 to 1999 he served as
                             Senior Vice President and Head - Worldwide Sales of
                             Infosys. From 1992 to 1996, Mr. Murthy was a
                             Marketing Manager for Infosys based in the United
                             States. From 1987 to 1992, he worked in sales and
                             marketing for Sonata Software Ltd. Mr. Murthy
                             received a B.Tech. in Mechanical Engineering from
                             IIT Madras and a postgraduate diploma in business
                             administration from IIM Ahmedabad.



                                     (viii)
<PAGE>

Attendance record of the directors seeking re-election or recommended for
appointment:

<TABLE>
<CAPTION>
                             No. of meetings held    No. of meetings attended
                             --------------------    ------------------------
<S>                          <C>                     <C>
Mr. Nandan M. Nilekani                  5                     5
Mr. Philip Yeo                          5                     0
Mr. K. Dinesh                           5                     5
Mr. T. V. Mohandas Pai                  5                     5
Mr. Phaneesh Murthy                     5                     5
Mr. Claude Smadja                       1*                    1*
</TABLE>

----------

*    Indicates the board meetings held after appointment as a director.


Summary of directorships and board committee memberships of each director of the
Company as of March 31, 2002:



<TABLE>
<CAPTION>
                                     Directorships held as on March 31, 2002
                                     --------------------------------------      Committee            Chairmanship in
                                           India           All companies       membership in         committees in which
Name                                 listed companies*   around the world**    all companies***      they are members***
----                                 -----------------   ------------------    ----------------      -------------------
<S>                                  <C>                 <C>                   <C>                   <C>
N. R. Narayana Murthy                         1                   3                  0                       0
Nandan M. Nilekani                            0                   1                  1                       0
S. Gopalakrishnan                             0                   1                  0                       0
Deepak M. Satwalekar                         11                  13                  8                       2
Prof. Marti G. Subrahmanyam                   1                   7                  4                       3
Philip Yeo                                    0                  18                  5                       1
Prof. Jitendra Vir Singh                      0                   1                  2                       0
Dr. Omkar Goswami                             2                   3                  4                       1
Sen. Larry Pressler                           0                   3                  2                       0
Rama Bijapurkar                               3                   6                  4                       1
Claude Smadja                                 0                   3                  3                       2
K. Dinesh                                     0                   1                  1                       0
S. D. Shibulal                                0                   2                  1                       0
T. V. Mohandas Pai                            0                   1                  0                       0
Phaneesh Murthy                               0                   1                  0                       0
Srinath Batni                                 0                   1                  0                       0
</TABLE>


----------

*    excluding Infosys

**   directorship in all companies around the world including Infosys.

***  includes audit committee, compensation (remuneration) committee,
     nominations committee and investors grievance committee