##### 



Exhibit 99.9

(INFOSYS LOGO)
Infosys Technologies Limited,
Electronics City, Hosur Road,
Bangalore 560 100, India.
Tel. : 91-80-2852-0261
Fax : 91-80-2852-0362 April 13, 2004 Dear member, You are cordially invited to attend the twenty third Annual General Meeting of
the members on Saturday, June 12, 2004 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 Mr. Charles Henry Hawkes,Associate Vice President  Facilities and Head  Bangalore Development Center
(Unit 2)Infosys Technologies Limited, Electronics City, Hosur Road, Bangalore
 560 100, India (Tel.: +91-80-2852-0261 Extn: 2250). Very truly yours, N. R. Narayana MurthyChairman and Chief Mentor Encl. (LOGO GRAPHICS)




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Notice Notice is hereby given that the
twenty-third Annual General Meeting
(AGM) of the members of Infosys
Technologies Limited will be held on
Saturday, June 12, 2004, 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, 2004
and the Profit & Loss Account as per
the Indian GAAP for
the year ended on that date and the
Report of the Directors and the
Auditors thereon.2.
    
    To declare a final dividend and a special one-time dividend.3.
    
    To appoint a director in place of
Mr. Deepak M. Satwalekar, who retires
by rotation and, being eligible,
offers himself for re-election.4.
    
    To appoint a director in place of
Prof. Marti G. Subrahmanyam, who
retires by rotation and, being
eligible, offers himself for
re-election.5.
    
    To appoint a director in place of
Mr. S. Gopalakrishnan, who retires by
rotation and, being eligible, offers
himself for re-election.6.
    
    To appoint a director in place of
Mr. S. D. Shibulal, who retires by
rotation and, being eligible, offers
himself for re-election.7.
    
    To appoint a director in place of
Mr. T. V. Mohandas Pai, who retires
by rotation and, being eligible,
offers himself for re-election.8.
    
    To appoint auditors to hold office
from the conclusion of this meeting
until the conclusion of the next
annual general meeting and to fix
their remuneration.RESOLVED that Bharat S Raut & Co.,
Chartered Accountants be and are hereby
appointed as the auditors of the Company
for the year ending March 31, 2005 at a
fee to be determined by the Board of
Directors in Consultation with the
Auditors which fee may be paid on a
progressive billing basis to be agreed
between the Auditors and the Board of
Directors or such employee of the
Company as approved by the Board. Special business  9.
    
    To consider and, if thought fit,
to pass with or without
modifications, as a SPECIAL
RESOLUTION, the following: Resolved that pursuant to the applicable
provisions of the Securities and Exchange
Board of India (Delisting of Securities)
Guidelines 2003 (hereinafter referred to
as the Delisting Guidelines) and subject
to the provisions of the Companies Act,
1956 (including any statutory
modification(s) or re-enactment thereof
for the time being in force), Securities
Contracts (Regulation), Act, 1956 and the
Rules framed there under, Listing
Agreement, and all other applicable rules,
regulations and guidelines and subject to
the approval of stock exchanges where the
shares of the Company are listed and any
other appropriate authority, institutions
or regulators as may be necessary and
subject to such conditions and
modifications, if any, as may be
prescribed or imposed by any authority
while granting such approvals, permissions
and sanctions, which may be agreed to by
the Board of Directors of the Company
(hereinafter referred to as the Board,
which term shall be deemed to include any
Committee thereof for the time being
exercising the powers conferred on the
Board by this Resolution), the consent of
the Company be and is hereby accorded to
the Board to delist the equity shares of
the Company from The Bangalore Stock
Exchange Limited (BgSE) at such time as
the Board may decide. Resolved further that for the purpose of
giving effect to this resolution, the
Board or any Committee thereof be
authorised on behalf of the Company to do
all such acts, deeds, matters and things
as it may, in its absolute discretion,
deem necessary for such purpose and with
power on behalf of the Company to settle
any questions, difficulties or doubts that
may arise in this regard without requiring
the Board to secure any further consent or
approval of the members of the Company.
 10.
    
    To consider and, if thought fit, to
pass with or without modifications, as a
SPECIAL RESOLUTION, the following: Resolved that pursuant to the provisions
of Section 309 and other applicable
provisions, if any, of the Companies Act,
1956, a sum not exceeding 0.5% per annum
of the net profits of the Company
calculated in accordance with the
provisions of Sections 198, 349 and 350 of
the Companies Act, 1956, be paid to and
distributed amongst the Directors of the
Company or some or any of them (other than
the Managing Director and the Executive
Directors) in such amounts or proportions
and in such manner and in all respects as
may be directed by the Board of Directors
till March 31, 2008, and such payments
shall be made out of the profits of the
Company for each corresponding year.  11.
    
    To consider and, if thought fit, to
pass with or without modifications, as an
ORDINARY RESOLUTION, the following: Resolved that pursuant to the provisions
of Sections 198, 269, 309, 310 and other
applicable provisions, if any, read with
Schedule XIII of the Companies Act, 1956,
including any statutory modification(s) or
re-enactment(s) thereof, for the time
being in force, the Company hereby
approves the revision in the terms of
remuneration payable to Mr. S.
Gopalakrishnan, Mr. T. V. Mohandas Pai,
Mr. Srinath Batni, and Mr. S. D. Shibulal
(hereinafter collectively referred to as
Executive Directors) to the effect that
the Executive Directors shall be paid with
effect from July 01, 2003 till the expiry
of their present term of office,
remuneration by way of salary, perquisites
etc., as detailed in the explanatory
statement annexed to this notice.  12.
    
    To consider and, if thought fit, to
pass with or without modifications, as an
ORDINARY RESOLUTION, the following: Resolved that pursuant to the provisions
of Sections 198, 269, 309, 310 and other
applicable provisions, if any, read with
Schedule XIII of the Companies Act, 1956,
including any statutory modification(s) or
re-enactment(s) thereof, for the time
being in force, the Company hereby
approves the revision in the terms of
remuneration payable to Mr. N. R. Narayana
Murthy, Mr. Nandan M. Nilekani, Mr. S.
Gopalakrishnan, Mr.
K. Dinesh, Mr. T. V. Mohandas Pai, Mr.
Srinath Batni and Mr. S. D. Shibulal
(hereinafter collectively referred to as
Executive Directors) to the effect that
the Executive Directors shall be paid with
effect from April 01, 2004 till the expiry
of their present term of office,
remuneration by way of salary,
perquisites, etc. as detailed in the
explanatory statement annexed to this
notice.  13.
    
    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. Gopalakrishnan as Deputy Managing
Director and Chief Operating Officer for a
further period of five years with effect
from October 17, 2004, on the terms and
conditions as set out in the draft
agreement to be executed by Mr. S.
Gopalakrishnan, (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.
Gopalakrishnan 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
modification 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. Gopalakrishnan. Resolved further that notwithstanding
anything herein above stated where in any
financial year closing on and after March
31, 2005, the Company incurs a loss or its
profits are inadequate, the Company shall
pay Mr. S. Gopalakrishnan remuneration by
way of salary, performance bonus and other
allowances not exceeding a sum of Rs.
24,00,000 per annum or Rs. 2,00,000 per
month and in addition thereto the
perquisites not exceeding the limits
specified under Para 2
   2




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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.  14.
    
    To consider and, if thought fit, to
pass with or without modifications, as an
ORDINARY RESOLUTION, the following: Resolved that the Authorised Share Capital
of the Company be and it is hereby
increased from Rs. 50,00,00,000 (Rupees
fifty crore only) divided into
10,00,00,000 (Ten crore only) equity
shares of Rs. 5 each (Rupees five only) to
Rs. 150,00,00,000 (Rupees One hundred and
fifty crore only) divided into
30,00,00,000 (thirty crore only) equity
shares of Rs. 5 each (Rupees five only),
and consequently the existing Clause V of
the Memorandum of Association of the
company be and it is hereby altered by
deleting the same and substituting in
place and instead thereof, the following
as new clause V.  The Authorised Share Capital of the
company is Rs. 150,00,00,000 (Rupees One
hundred and fifty crore only) divided into
30,00,00,000 (thirty crore only) equity
shares of Rs. 5 each (Rupees five only)
with the power to increase and reduce the
capital of the Company and to divide the
shares in the capital for the time being
into several classes and attach thereto
respectively such preferential, deferred,
qualified or special rights, privileges or
conditions as may be determined by or in
accordance with the Articles of
Association of the Company for the time
being and to vary, modify or abrogate any
such rights, privileges or conditions in
such manner as may be permitted by the
Companies Act, 1956 or by the Articles of
Association of the Company for the time
being.  15.
    
    To consider and, if thought fit, to
pass with or without modifications, as a
SPECIAL RESOLUTION, the following: Resolved that the Articles of Association
of the Company be and it is hereby altered
by deleting the existing Article 3 and
substituting in place and instead thereof
the following new Article 3. The Authorised Share Capital of the
Company is Rs. 150,00,00,000 (Rupees One
hundred and fifty crore only) divided into
30,00,00,000 (thirty crore only) equity
shares of Rs. 5 each (Rupees five only)
with powers to increase or reduce the same
in accordance with the provisions of the
Companies Act, 1956.  16.
    
    To consider and, if thought fit, to
pass with or without modifications, as an
ORDINARY RESOLUTION, the following: Resolved that in accordance with the
relevant provisions of the Articles of
Association of the Company and
recommendation of the Board of Directors,
and subject to the guidelines issued by
the Securities and Exchange Board of India
and such approvals as may be required in
this regard, consent of the members be and
is hereby accorded to the Board of
Directors of the Company (herein after
referred to as the Board, which expression
shall be deemed to include a Committee of
Directors duly authorised in this behalf),
for capitalization of such of the general
reserves of the Company as may be
considered necessary by the Board for the
purpose of issue of bonus shares of Rs.
5/- each, credited as fully paid up shares
to the holders of the existing equity
shares of the Company whose names appear
in the Register of Members on such date as
may be fixed in this regard, in the
proportion of three equity shares for
every one existing equity share held by
them. Resolved further that consequent to the
issue of bonus shares, herein before
resolved, in accordance with the relevant
provisions of the Articles of Association
of the Company and subject to any
registration statement to be filed with
the Securities and Exchange Commission,
USA and any other requirement under any
law, consent of the shareholders be and is
hereby accorded to the Board of Directors
of the Company (hereinafter referred to as
the Board, which expression shall be
deemed to include a Committee of Directors
duly authorised in this behalf), for the
purpose of issue of stock dividend
(Bonus), credited as fully paid up to the
holders of the existing American
Depository Shares of the Company whose
names appear on such date as may be fixed
in this regard, in the proportion of one
American Depository Share for every one
existing American Depositary Share held by
them. Resolved further that consequent to the
issue of bonus shares and stock dividend
in respect of the equity shares and
American Depositary
 Shares, the ratio of the equity shares to
American Depositary Shares be in the
proportion of one American Depositary
Share for every one equity share. Resolved further that no allotment letters
shall be issued to the allottees of the
bonus shares and that the certificate(s)
in respect of bonus shares shall be
completed and thereafter be dispatched to
the allottees thereof within the period
prescribed or that may be prescribed in
this behalf, from time to time, except in
respect of those allottees who opt for
issue of shares in dematerialized form. Resolved further that the issue and
allotment of the said bonus shares to the
extent they relate to Non-Resident Indians
(NRIs), Persons of Indian Origin (PIO) /
Overseas Corporate Bodies (OCBs) and other
foreign investors of the Company will be
subject to the approval of the Reserve
Bank of India (RBI), as may be necessary. Resolved that for the purposes of giving
effect to the bonus issue of Equity Shares
and American Depository Shares resolved
hereinbefore, the issuance of Equity
Shares and /or American Depository Shares
or Instruments or Securities representing
the same, the Board and other designated
officers of the Company be and are hereby
authorised on behalf of the Company to do
all such acts, deeds, matters and things
as it may at its discretion deem necessary
or desirable for such purpose, including
without limitation, filing a registration
statement, if any, and other documents
with the Securities and Exchange
Commission, USA and /or the Securities and
Exchange Board of India, listing the
additional Equity Shares and /or American
Depository Shares on the Bangalore Stock
Exchange, The Stock Exchange, Mumbai,
National Stock Exchange of India and the
NASDAQ National Market, as the case may
be, amending, if necessary, the relevant
sections of the Agreement entered into
between the Company, Bankers Trust
Company, New York (the Depository to the
Companys ADSs) and the American
Depositary Receipt Holders (the Depositary
Agreement) in connection with the
Companys ADS offering and listing on the
NASDAQ and the entering into of any
depositary arrangements in regard to any
such bonus as it may in its absolute
discretion deem fit. Resolved further that the Board be and it
is hereby authorised to take all other
steps as may be necessary to give effect
to the aforesaid resolution and determine
all other terms and conditions of the
issue of bonus shares as the Board may in
its absolute discretion deem fit.  17.
    
    To consider and, if thought fit, to
pass with or without modifications, as an
ORDINARY RESOLUTION, the following: RESOLVED THAT, consent of the Company be
and it is hereby accorded to the Trustees
of the Infosys Technologies Employees
Welfare Trust (the Trust) to form a new
trust for the benefit and welfare of the
employees and to transfer or in any other
manner convey to such newly created trust,
the equity shares which have been
returned to the Trust or are remaining
unutilized with the Trust, pursuant to the
Companys 1994 Employee Stock Offer Plan
or to convey the proceeds from any sale of
such equity shares to create the corpus
for the trust so established. RESOLVED FURTHER THAT, the Trustees of the
Trust be and are hereby authorised to
determine all other terms and conditions
of the formation and operation of the new
charitable trust. 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
on 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.
   3




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4.
    
    Members / proxies should bring duly
filled Attendance Slips sent herewith
for attending the meeting.5.
    
    The Register of Directors
shareholding, maintained under
Section 307 of the Companies
Act,1956, will be available for
inspection by the members at the AGM.6.
    
    The Register of Contracts,
maintained under Section 301 of the
Companies Act, 1956, will be
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 28, 2004 to June 01, 2004,
both days inclusive. Subject to the
approval of members in the AGM, the
record date for bonus issue of shares
is July 2, 2004.8.
    
    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, as amended, and in
accordance with the resolution of the
members passed at the general meeting
will be available for inspection by
the members at the AGM.9.
    
    Subject to the provisions of Section
206 A 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 12, 2004 to those members whose
names appear on the Register of
Members as on May 28, 2004.10.
    
    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
matters, to the Registrar and Share
Transfer Agents Karvy Computershare Pvt.
Limited, T. K. N. Complex, No. 51/2,
Vanivilas Road, Opp. National College,
Basavanagudi, Bangalore-560 004, India.12.
    
    Members wishing to claim dividends of
the previous years, which remain
unclaimed, are requested to correspond
with Mr. V. Balakrishnan, Company
Secretary and Senior Vice President
 Finance, at the Companys registered
office. 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
205A of the Companies Act, 1956, be
transferred to the Investor Education
and Protection Fund. Members are
encouraged to utilize the Electronic
Clearing System (ECS) for receiving
dividends. Explanatory statement under Section
173(2) of the Companies Act, 1956. Item 9 The shares of the Company are presently
listed on the National Stock Exchange of
India (NSE), The Stock Exchange, Mumbai
(BSE), The Bangalore Stock Exchange
Limited (BgSE) and on the NASDAQ National
Markets in the United States. The shares of the Company are not
presently traded on Bangalore Stock
Exchange and the entire trading of the
Companys shares is done only at NSE and
BSE. These exchanges have nation-wide
trading terminals and
therefore provide full liquidity to the
investors. In view of this, the Delisting
of Companys shares from BgSE will not
have any adverse impact on the investors.
 Recently, SEBI has issued a circular doing
away with the concept of a regional stock
exchange. Also SEBI has permitted
companies to delist their shares from any
stock exchange in accordance with the SEBI
Delisting of Securities Guidelines-2003.
In accordance with these guidelines, the
Board of directors of the Company have
proposed to delist the shares of the
Company from the Bangalore Stock Exchange.
The shares of the Company would continue
to be listed on the National Stock
Exchange and The Stock Exchange, Mumbai. In line with SEBI Regulations, the
approval of the members by way of a
special resolution is required for
enabling voluntary delisting of its
securities from a stock exchange.
Accordingly, the approval of the
shareholders is solicited. None of the directors of the Company is in
any way concerned or interested in the
resolution. The Board recommends the
resolution set forth in Item 9 for
approval of shareholders. Item 10 Section 309 of the Companies Act, 1956
provides that a director who is neither in
the whole-time employment of the Company
nor a managing director may be paid
remuneration by way of commission, if the
Company by special resolution, authorises
such payment. The proposed resolution would allow the
Company to make payment by way of
commission to the non-executive directors
till the period ending March 31, 2008 in
accordance with Section 309. All the
directors other than Managing / Executive
Directors of the Company are deemed to be
interested in the resolution to the extent
of the commission payable to them in
accordance with the proposed resolution. The Board recommends the resolution set
forth in Item 10 for approval of
shareholders. Item 11 The board of directors at their meeting
held on October 08, 1999 appointed Mr. S.
Gopalakrishnan as Deputy Managing Director
of the Company for a period of five years.
The members of the company at their
meeting held on May 27, 2000 approved the
appointment of Mr. S. Gopalakrishnan as
the Deputy Managing Director on the terms
and conditions as was set forth in the
explanatory statement to the notice
convening the nineteenth annual general
meeting. Also, the board of directors at their
meeting held on May 27, 2000 co-opted Mr.
T. V. Mohandas Pai and Mr. Srinath Batni
as additional directors of the Company.
The members of the Company at their
meeting held on June 02, 2001 approved the
appointment of Mr. T. V. Mohandas Pai and
Mr. Srinath Batni as whole time directors
on the terms and conditions as was set
forth in the explanatory statement to the
notice convening the twentieth annual
general meeting. All the Executive Board Members and
Officers of the Company are covered by the
Company Performance Linked Incentive
Policy, except for Mr. S. Gopalakrishnan,
Mr. T. V. Mohandas Pai and Mr. Srinath
Batni. Accordingly, the Board of directors
of the Company at their meeting held on
July 10, 2003 decided to revise the
remuneration
payable to Mr. S. Gopalakrishnan, Mr. T.
V. Mohandas Pai and Mr. Srinath Batni with
effect from July 01, 2003 to include the
component of Company Performance Linked
Incentive (in line with other Executive
Board Members and officers of the Company)
in the salary structure of these
directors.
   The data on shares traded in each of these exchanges in the last three years is
given below: BSE
    
    NSE
    
    BgSE% of volume traded
    
    
    
    
    
    % of volume traded
    
    
    
    
    
    % of volume tradedto average
    
    
    
    
    
    to average
    
    
    
    
    
    to averageYear
    
    Volumes
    
    outstanding shares
    
    Volumes
    
    outstanding shares
    
    Volumes
    
    outstanding shares2004
    
    
    7,08,94,274
    
    
    
    116
    
    
    
    17,84,18,870
    
    
    
    291
    
    
    NT
    
    NT2003
    
    
    7,60,49,283
    
    
    
    119
    
    
    
    16,48,56,642
    
    
    
    257
    
    
    NT
    
    NT2002
    
    
    9,20,04,057
    
    
    
    144
    
    
    
    15,30,66,877
    
    
    
    239
    
    
    
    21,440
    
    
    
    0.03
   NT  Not traded 4




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Accordingly, the service agreement dated
June 02, 2000 executed between Company and
Mr. S. Gopalakrishnan was partially
amended to include the following as Clause
2(h): Mr. S. Gopalakrishnan shall be eligible
for a Company PerformanceLinked Incentive,
payable quarterly or at such other
intervals as may be decided by the Board. Also, the service agreements dated May 27,
2000 executed between Company and Mr. T.
V. Mohandas Pai and Mr. Srinath Batni was
partially amended to include the following
as Clause 2(i): Mr. T. V. Mohandas Pai shall be eligible
for a Company PerformanceLinked Incentive,
payable quarterly or at such other
intervals as may be decided by the Board. Mr. Srinath Batni shall be eligible for a
Company Performance Linked Incentive,
payable quarterly or at such other
intervals as may be decided by the Board. Subject to the above change, all other
terms and conditions of appointment of Mr.
S. Gopalakrishnan, as was set forth in the
explanatory statement to the notice
convening the nineteenth annual general
meeting and approved by the members on May
27, 2000 and all other terms and
conditions of appointment of Mr. T. V.
Mohandas Pai and Mr. Srinath Batni as was
set forth in the explanatory statement to
the notice convening the twentieth annual
general meeting and approved by the
Members on June 02, 2001 respectively,
remains unchanged. Also, the members of the Company at their
meeting held on June 08, 2002 approved the
appointment of Mr. S. D. Shibulal as a
whole time director on the terms and
conditions as was set forth in the
explanatory statement to the notice
convening the twenty first annual general
meeting. As per the original terms of
appointment as approved by the members,
Mr. S. D. Shibulal was to be based at
United States from April 14, 2002, and was
to be paid a base salary of US $ 20,833
per month in the scale of US $ 16,667  US
$ 29,167 per month. Owing to companys
business requirements, Mr. S. D. Shibulal
is required to spend considerable amount
of time in India also, even though he is
posted to the US. Hence, the Board at its
meeting held on July 10, 2003 decided to
reduce the salary and consequently the
lower range of the base salary payable to
Mr. S. D. Shibulal. Accordingly, Clause 2(ii)(a) and Clause
2(ii)(b) of the service agreement dated
June 08, 2002 executed between Company and
Mr. S. D. Shibulal was partially amended
and replaced with the following: Clause 2 (ii) (a) July 01, 2003 to January 09, 2007 US $11,667 p.m.
    
    In the scale of US $8,000 US $29,167 p.m.
 Clause 2 (ii) (b) 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 $ 40,000 per
annum or up to 150% of salary, payable
quarterly or at other intervals as may be
decided by the Board. Subject to the above change, all other
terms and conditions of appointment as was
set forth in the explanatory statement to
the notice convening the twenty-first
annual general meeting and approved by the
members on June 08, 2002 remains
unchanged. The copies of relevant resolutions of the
Board /Company in respect of the
remuneration of the above-mentioned
directors 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. An abstract of the variation in the terms
of appointment of the above-mentioned
directors dated July 10, 2003 was
circulated to the members in compliance
with Section 302 of the Companies Act,
1956. None of the directors, other than Mr. S.
Gopalakrishnan, Mr. T. V. Mohandas Pai,
Mr. Srinath Batni and Mr. S. D. Shibulal
is concerned or interested in this
resolution. The Board recommends the resolution set
forth in Item 11 for approval of
shareholders.
 Item 12 The Company has moved into a variable
compensation structure for all its
employees. The variable compensation is
payable on the Company achieving certain
financial parameters and also based on
individual performance. The Company has
decided to align the compensation
structure of the Executive Directors in
line with that applicable to all the other
employees in the organization. To this
end, the Compensation Committee on May 01,
2004 revised the remuneration payable to
the Executive Directors, as follows: 1. Salary per month Director
    
    Salary per month
    
    ScaleN. R. Narayana Murthy
    
    Rs. 99,370
    
    Rs. 90,000  3,00,000Nandan M. Nilekani
    
    Rs. 99,370
    
    Rs. 90,000  3,00,000Mr. S. Gopalakrishnan
    
    Rs. 99,370
    
    Rs. 90,000  3,00,000Mr. K. Dinesh
    
    Rs. 99,370
    
    Rs. 90,000  3,00,000Mr. T. V. Mohandas Pai
    
    Rs. 1,43,900
    
    Rs. 90,000  3,00,000Mr. Srinath Batni
    
    Rs. 1,29,750
    
    Rs. 90,000  3,00,000Mr. S. D. Shibulal
    
    USD 15,830
    
    USD 10,000  50,000
 2. Bonus Mr. N. R. Narayana Murthy, Mr. Nandan M.
Nilekani, Mr. S. Gopalakrishnan, Mr. K.
Dinesh, Mr. T. V. Mohandas Pai and Mr.
Srinath Batni shall be entitled to bonus
up to a maximum of 20% of salary, payable
quarterly or at other intervals as may be
decided by the Board. 3. Company linked performance incentive Mr. N. R. Narayana Murthy, Mr. Nandan M.
Nilekani, Mr. S. Gopalakrishnan, Mr. K.
Dinesh, Mr. S.D. Shibulal, Mr. T. V.
Mohandas Pai and Mr. Srinath Batni shall
be entitled to Company linked performance
incentive, payable quarterly or at other
intervals as may be decided by the Board. 4. Individual linked performance incentive Mr. N.R. Narayana Murthy, Mr. Nandan M.
Nilekani, Mr. S. Gopalakrishnan, Mr. K.
Dinesh, Mr. T. V. Mohandas Pai and Mr.
Srinath Batni shall be entitled to
Individual linked performance Incentive,
up to a maximum of 60% of the fixed gross
salary, payable quarterly or at other
intervals as may be decided by the Board. Mr. S. D. Shibulal shall be eligible to
Individual linked performance incentive,
up to a maximum of 150% of salary, payable
quarterly or at other intervals as may be
decided by the Board. 5. Perquisites and allowances Mr. N. R. Narayana Murthy, Mr. Nandan M.
Nilekani, Mr. S. Gopalakrishnan, Mr. K.
Dinesh, Mr. T. V. Mohandas Pai and Mr.
Srinath Batni shall be entitled to the
following perquisites and allowances:  i.
    
    Housing: Furnished / unfurnished
residential accommodation or house rent
allowance up to 10% of salary in lieu
thereof. The expenditure incurred by the
Company 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
allowance will be paid as decided by the
board from time to time.iii.
    
    Leave travel
concession / allowance: For self and
family once in a year, as decided by the
Board from time to time.iv.
    
    Club fees:
Fees payable subject to a maximum of two
clubs.v.
    
    Provision for driver / drivers
salary allowance: As per the rules of the
Company.vi.
    
    Personal accident insurance:
as per the rules of the Company.
   5




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##### 



Other benefits  a)
    
    Earned / Privilege leave: as per the
rules of the Company.b)
    
    Companys
contribution to provident fund and
super-annuation fund: As per the rules of
the Company.c)
    
    Gratuity: As per the rules
of the Company.d)
    
    Encashment of leave: As
per the rules of the Company.e)
    
    Company
car and telephone: Use of the Companys
car and telephone at residence for
official purposes, as per the rules of the Company. Mr. S. D. Shibulal will be entitled to the
following perquisites and allowances:  (i)
    
    Mr. S. D. Shibulal shall be covered under
any health-care, income protection and
retirement plans offered by Infosys to all
its US-based employees:(ii)
    
    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.(iii)
    
    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.(iv)
    
    401(k) plan: Mr. S. D. Shibulal shall
be eligible to participate in any
tax-deferred retirement benefit up to a
maximum amount as per the rules of the
Company.(v)
    
    Conveyance: Mr. S. D. Shibulal shall
be entitled to a fully insured Company
leased car and operational expenses
thereof to discharge his official
responsibilities, as per the rules of the Company.(vi)
    
    Telephone: Use of the Companys
telephone at residence for official
purposes, as per the rules of the Company.(vii)
    
    Earned/privilege leave: As per
the rules of the Company.(viii)
    
    Encashment of leave: As per the rules
of the Company. The aggregate of the salary, performance
bonus, company linked performance
incentive, individual performance
incentive, perquisites and allowances and
other benefits taken together in respect
of Mr. N. R. Narayana Murthy, Mr. Nandan
M. Nilekani, Mr. S. Gopalakrishnan, Mr. K.
Dinesh, Mr. T. V. Mohandas Pai, Mr.
Srinath Batni and Mr. S.D. Shibulal, shall
always be subject to the overall ceilings
laid down in Sections 198 and 309 of the
Companies Act, 1956. Minimum remuneration Where in any financial year during the
currency of tenure of Mr. N. R. Narayana
Murthy, Mr. Nandan M. Nilekani, Mr. S.
Gopalakrishnan, Mr. K. Dinesh, Mr. T. V.
Mohandas Pai, Mr. Srinath Batni and Mr.
S.D. Shibulal the Company incurs a loss or
its profits are inadequate, the company
may pay remuneration by way of salary,
performance bonus, company linked
performance incentive, individual linked
performance incentive, perquisites and
allowances not exceeding Rs. 24,00,000/-
per annum or Rs. 2,00,000 per month, 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. Memorandum of interest No director except Mr. N. R. Narayana
Murthy, Mr. Nandan M. Nilekani, Mr. S.
Gopalakrishnan, Mr. K. Dinesh, Mr. T. V.
Mohandas Pai, Mr. Srinath Batni and Mr. S.
D. Shibulal is deemed to be interested or
concerned in the remuneration payable to
them as Executive Directors. The terms payment of remuneration to Mr.
N. R. Narayana Murthy, Mr. Nandan M.
Nilekani, Mr. S. Gopalakrishnan, Mr. K.
Dinesh, Mr. T. V. Mohandas Pai, Mr.
Srinath Batni and Mr. S. D. Shibulal as
stated in this notice, may be treated as
the abstract under Section 302 of the
Companies Act, 1956.
 The copies of relevant resolutions of the
Board in respect of the remuneration of
the above-mentioned directors 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. The Board accordingly recommends the
resolution set forth in Item 12 for
approval of shareholders. Item 13 Mr. S. Gopalakrishnan was appointed as the
Deputy Managing Director of the Company
for a period of five years, which is to
expire on October 17, 2004. As a part of
the initiative to create an enduring
leadership for the Company, the Board of
Directors of the Company at their meeting
held on April 13, 2004, resolved to
re-appoint Mr. S. Gopalakrishnan as the
Deputy Managing Director of the Company
for a further period of five years
commencing from October 18, 2004. The appointment is subject to the approval
of members. The terms and conditions of
his appointment are as follows:  1.
    
    Period of appointment: Five years
beginning October 18, 2004 and ending
on October 17, 2009.2.
    
    Details of remuneration: Mr. S.
Gopalakrishnan shall be paid
remuneration as detailed in the
Explanatory Statement to Item No. 12.3.
    
    The agreement may be terminated by
either party by giving six months
notice in writing of such
termination.4.
    
    If, at any time, Mr. S.
Gopalakrishnan ceases to be a
Director of the Company for any cause
whatsoever, he shall cease to be the
Deputy Managing Director and the
agreement shall forthwith be
terminated.5.
    
    Mr. S. Gopalakrishnan shall perform
such duties as shall from time to
time be entrusted to him subject to
the superintendence and control of
the Board of Directors and he shall
perform such other duties as shall
from time to time be entrusted to him
by the Board of Directors and/or the
Chairman and the Chief Executive
Officer. No director except Mr. S. Gopalakrishnan
is deemed to be interested or concerned in
his reappointment and remuneration payable
to him as a Deputy Managing Director. The Board accordingly recommends the
resolution set forth in Item 13 for
approval of shareholders. Item 14 and 15 In view of the proposal contained in this
notice to issue bonus shares, it is
necessary to increase the Authorised Share
Capital of the Company. Accordingly, the
resolution at Item 14, seeks to increase
the Authorised Share Capital and amend the
capital clause contained in the Companys
Memorandum of Association. Likewise, the
resolution at Item 15 seeks to amend the
capital clause in the Companys Articles
of Association. A copy of the Companys Memorandum and
Articles of Association is open for
inspection during the business hours on
any working day at the registered office
of the Company. None of the directors of the Company is in
any way concerned or interested in the
resolution, except to the extent of the
shareholding held by them. The Board
recommends the resolutions set forth in
Item 14 and 15 for approval of
shareholders. Item 16 The Board of Directors at their meeting
held on April 13, 2004, recommended an
issue of bonus shares in the proportion of
three shares
for every one equity share held by the
members on a date to be fixed by the
Board, by capitalizing a part of the
general reserve account. As a resultant
development, the Board has also
recommended stock dividend of one American
Depository Share for every one existing
American Depositary Share held by the
holders of the American Depositary Shares
as on a date to be fixed by the Board, and
also a change in the ADS to Equity share
proportion from the existing two ADS for
every one equity share to one ADS to every
one equity share.
   6




---



##### 



Under the Articles of Association of the
Company and the guidelines framed by SEBI
for issue of bonus shares, it is necessary
for the members to approve the issue of
bonus shares. In view of the proposal contained in Item
16 of this Notice, it is necessary to
authorise the Board of Directors of the
Company to complete all the regulatory
formalities that may be prescribed by the
Securities and Exchange Commission, USA,
Securities and Exchange Board of India,
the Stock Exchanges on which the Companys
securities are listed and any other
regulatory authority including without
limitation, the filing of any registration
statement and /or other filings, with the
Securities and Exchange Commission, USA in
connection with the bonus issue and if
necessary, the amendment of the
Depositary Agreement and /or entering into
any new Depositary Agreement. Accordingly, the resolution
at Item 16
seeks the approval of the members to issue
bonus shares on the terms and conditions
set out in the resolution. The Board
recommends the resolutions set forth in
Item 16 for approval of shareholders. The
following Directors to the extent of their
shareholdings may be treated as
interested in the resolution.  1.
    
    Mr. N. R. Narayana Murthy2.
    
    Mr. Nandan M. Nilekani3.
    
    Mr. S. Gopalakrishnan4.
    
    Mr. K. Dinesh5.
    
    Mr. T. V. Mohandas Pai6.
    
    Mr. S. D. Shibulal7.
    
    Mr. Srinath Batni8.
    
    Prof. Marti G. Subrahmanyam9.
    
    Mr. Deepak M. Satwalekar Item 17 In the Companys thirteenth Annual General
Meeting, the members had consented to the
issuance of 7,50,000 warrants to the
Infosys Technologies Limited Employees
Welfare Trust (the Trust), for the benefit
of the employees, by creating a stock
option plan viz., the 1994 Employees Stock
Offer Plan. The Trust has successfully
completed the administration of the 1994
Stock Offer Plan, which expires in
September 2004. As of date, the Trust has
in its ownership, 3,53,400 shares which
have been returned to the Trust or are
remaining unutilized with the Trust,
pursuant to the 1994 Employee Stock Offer
Plan. In addition, any shares forfeited
under the 1994 Employee Stock Offer Plan
after the date hereof will also be
returned to the Trust. These shares have
been irrevocably granted to the Trust and
are to be used for the benefit and welfare
of the employees. It is now proposed that
the Trust form a new Trust, which would
undertake welfare activities for the
benefit of the employees and will use as
the corpus for such activities, the shares
remaining in the ownership of the Trust or
any proceeds arising from the shares
remaining as aforesaid. The Company
recommends the proposal and the resolution
for enabling the same. Additional information on directors
recommended for appointment or seeking
election at the annual general meeting The following is the biographical data of
the directors seeking reelection or
recommended for appointment as a director: (SATWALEKAR) IMAGE
    
    Mr. Deepak M. Satwalekar(Lead Independent Director)Mr. Deepak M. Satwalekar is the
Managing Director and CEO of HDFC Standard
Life Insurance Co. Ltd. since 2000. Before
that, he was the Managing Director of
Housing Development Finance Corporation
(HDFC) since 1993. He has been a
consultant to the World Bank, the Asian
Development Bank, The United States Agency
for International Development (USAID) and
the United Nations Centre for Human
Settlements (HABITAT). He is a member of
the Insurance Committee of the
Confederation of Indian Industries (CII)
and is also a Director on the boards of
several other companies. Mr. Deepak M.
Satwalekar obtained a Bachelors Degree in
Technology from the Indian Institute of
Technology, Bombay and a Masters Degree in
Business Administration from The American
University, Washington DC.
 (SUBRAHMANYAM IMAGE)
    
    Prof. Marti G. Subrahmanyam(Independent Director)Prof. Marti G. Subrahmanyam is the
Charles E. Merrill Professor of Finance
and Economics in the Stern School of
Business at New York University. He holds
degrees from the Indian Institute of
Technology, Madras, the Indian Institute
of Management, Ahmedabad and the
Massachusetts Institute of Technology.
Professor Subrahmanyam has published
numerous articles and books in the areas
of corporate finance, capital markets and
international finance. He has been a
visiting professor at leading academic
institutions around the world including,
most recently, Cambridge University in the
UK, INSEAD in France, University of
Melbourne and Monash University in
Australia, LUISS in Italy and Singapore
Management University in Singapore.Professor Subrahmanyam currently serves on
the editorial boards of many academic
journals and is the co-editor of the
Review of Derivatives Research. He has
won many teaching awards including New
York Universitys Distinguished Teaching
Medal.He has served as a consultant to several
corporations, industrial groups, and
financial institutions around the world,
such as Merrill Lynch and State Street
Bank. He also sits on the boards of
several companies, including ICICI Bank,
the Murugappa Group, Nexgen Financial
Holdings and Nomura Asset Management, and
has served as an advisor to international
and government organizations, including
the Securities and Exchange Board of
India.(GOPALAKRISHNAN IMAGE)
    
    Mr. S. Gopalakrishnan(COO and Deputy Managing Director)Mr. S. Gopalakrishnan (Kris) is a
co-founder of Infosys and has served as
one of the Directors since 1981 to 1987,
and since October 1994. Kris is currently
the Chief Operating Officer, Head-Customer
Service and Technology and Deputy Managing
Director. From 1999 to 2002, he has served
as the Deputy Managing Director and
Head-Client Delivery and Technology. From
1996 to 1999, he served as our
Head-Customer Service and Technology.
Between 1994 and 1996, he was
Head-Technical Support Services. Kris
received a M.Sc.
in Physics and an M.Tech. in Computer
Science from IIT, Chennai. Kris is the
chairperson of Infosys Consulting, Inc,
our wholly owned subsidiary.(SHIBULAL IMAGE)
    
    Mr. S. D. Shibulal(Director and Head  World-wide Customer Delivery)Mr. S. D. Shibulal is one of the
co-founders and served as on of the
Directors from 1984 to 1991, and since
1997. Mr. Shibulal also serves as a
Director of Progeon Limited, our majority
owned subsidiary, and Infosys Consulting,
Inc, the wholly owned subsidiary. He is
currently our Head-Customer Delivery.
From 1998-1999, he was the Head
Manufacturing, Distribution and Year 2000
Business Unit, as well as Head  Internet
and Intranet Business Unit. Shibulal
received a Masters degree in Physics from
the University of Kerala and a Masters in
Computer Science from the Boston
University.(PAI IMAGE)
    
    Mr. T. V. Mohandas Pai(Director, Chief Financial Officer and Head  Finance & Administration)Mr. T.V. Mohandas Pai is the
Director, Chief Financial Officer and Head-Finance & Administration
of Infosys. Having joined Infosys in 1994, he was a member of the
Internal Committee, which formulated and instituted the guidelines for
the First Employee Stock Option Plan in India. He is one of the key
members of the core team responsible for producing Infosys Annual
Report (which has won the Best Annual Report Award for the eight
successive years from the Institute of Chartered Accountants of
India). He was part of the Infosys team, which enabled the listing of the
company on the NASDAQ in March 1999, the first listing of an Indian
Company on an American stock exchange, and which enabled the
Sponsoring of Secondary American Depository Shares in July 2003. He
is the Chairperson of Progeon Limited, the majority owned subsidiary
and is a member of the board of Infosys Technologies (Shanghai)
Company Limited, the wholly owned subsidiary. He was in practice as
a Chartered Accountant before joining a financial services company in
1988 as the Executive Director. He has presented at various national
and international seminars on capital markets, financial services,
accounting standards, information technology, etc. He is a member of
the Accounting Standard Committee set up by SEBI. He has a Bachelor's
degree in Commerce from St. Josephs College of Commerce,
Bangalore, LL.B degree from Bangalore University and is a Fellow
Chartered Accountant.
   7




---



##### 



the company
on the NASDAQ in March 1999, the first
listing of an Indian Company on an
American stock exchange and which enabled
the Sponsoring of Secondary Amercian
Depository Shares in July 2003. He was in
practice as a Chartered Accountant before
joining a financial services company in
1988 as the Executive Director. Mohan has
presented at various national and
international seminars on capital markets,
financial services, accounting standards,
information technology, etc. He is a
member of the Accounting Standard
Committee set up by SEBI. He has a
Bachelors degree in Commerce from St.
Josephs College of Commerce, Bangalore,
LL.b degree from Bangalore University and
is a Fellow Chartered Accountant. Mr.
Mohandas Pai is the Chairperson of Progeon
Limited, the majority owned subsidiary and
is the member of the board of Infosys
Technologies (Shanghai) Company Limited,
the wholly owned subsidiary.Attendance record of the directors seeking
re-election or recommended for
appointment:
 Number of
    
    Number ofmeetings
    
    meetingsDirectors
    
    held
    
    attendedMr. Deepak M. Satwalekar
    
    
    6
    
    
    
    5Prof. Marti G. Subrahmanyam
    
    
    6
    
    
    
    5Mr. S. Gopalakrishnan
    
    
    6
    
    
    
    5Mr. S. D. Shibulal
    
    
    6
    
    
    
    6Mr. T. V. Mohandas Pai
    
    
    6
    
    
    
    6
 Summary of directorships and board
committee memberships of each director of
the company as of March 31, 2004:
 Additional information and practice not
required under the Companies Act Infosys management acknowledges the fact
that not all shareholders attend the AGM
and even though a proposal may have
received the assent of the requisite
majority of members present at the general
meeting, the overall shareholder response
to any proposal is not captured or known.
Recently, the Department of Company
Affairs has come out with rules for Postal
Ballot, which requires that certain items
of business requiring shareholder consent
necessarily need to be voted on through a
postal ballot. In addition, Section 192A
of the Companies Act, 1956 provides
companies to present other items of
business not covered in the rules to be
voted on through a postal ballot.
Regardless of the status and applicability
of the rules on Postal Ballot, the
management of Infosys believes that
determining and disclosing the overall
shareholder response to the proposals
placed before the shareholders in a
general meeting is a valuable corporate
governance practice. To this end, the
company introduced on an experimental
basis a non-mandatory ballot as an
informal option for all shareholders only
to assess the general view of the absentee
shareholders on the resolutions set out in
the notice. These ballots can be used by
shareholders to send in their voting
preference to the resolutions outlined in
this notice. These ballots can be sent to
the company by executing the accompanying
non-mandatory ballot form and dispatching
it in the pre-paid postal envelope
enclosed with this notice to Mr.
Parameshwar Hegde, Practicing Company
Secretary, Karvy Computershare Private
Limited, Unit : Infosys Technologies
Limited, T. K. N. Complex, No. 51/2,
Vanivilas Road, Opp. National College,
Basavanagudi, Bangalore-560 004, India.
   Directorships held as on March 31, 2004
    
    Committee
    
    Chairmanship inIndia
    
    All companies
    
    membership in
    
    committees in whichName
    
    listed companies*
    
    around the world**
    
    all companies***
    
    they are members***(listed & unlisted)Mr. N. R. Narayana Murthy
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    Mr. Nandan M. Nilekani
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    Mr. S. Gopalakrishnan
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    Mr. K. Dinesh
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    Mr. S. D. Shibulal
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    Mr. T. V. Mohandas Pai
    
    
    
    
    
    
    3
    
    
    
    2
    
    
    
    Mr. Srinath Batni
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    Mr. Deepak M. Satwalekar
    
    
    5
    
    
    
    10
    
    
    
    8
    
    
    
    2Prof. Marti G. Subrahmanyam
    
    
    1
    
    
    
    8
    
    
    
    5
    
    
    
    2Mr. Philip Yeo
    
    
    
    
    
    
    15
    
    
    
    2
    
    
    
    Mr. Sridar A. Iyengar
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    Dr. Omkar Goswami
    
    
    3
    
    
    
    6
    
    
    
    7
    
    
    
    1Sen. Larry Pressler
    
    
    
    
    
    
    5
    
    
    
    3
    
    
    
    Ms. Rama Bijapurkar
    
    
    4
    
    
    
    7
    
    
    
    5
    
    
    
    2Mr. Claude Smadja
    
    
    
    
    
    
    3
    
    
    
    2
    
    
    
    1
   *
    
    Excluding Infosys**
    
    Directorships in all companies around the world including Infosys***
    
    Includes Audit Committee, Compensation (Remuneration) Committee, Nominations
Committee and Investor Grievance Committee.


Please note that the
non-mandatory ballot is not in
substitution of or in addition to
your right as a member to vote at
the meeting and is not a
substitute for the AGM or an
alternate method to exercise your
voting rights. The non-mandatory
ballot will not have the force of
a legally binding vote and will
not be construed as a vote at the
AGM. For you to validly exercise
your vote, you will have to be
present in person or by a valid
proxy. Please note that regardless of
your executing the non-mandatory
ballot, you are as a member
entitled to attend and vote at
the AGM and are entitled to
appoint a proxy to attend the
AGM. To clarify, the result of
the informal postal ballot will
not impact the votes cast at the
AGM. The Company has appointed
Mr. Parameshwar Hegde, Practicing
Company Secretary, who in the
opinion of the Board, is a duly
qualified person, as the
Scrutinizer for the non-mandatory
ballot. The Scrutinizer will
collate all non-mandatory ballots
received by the Registrar up to
48 hours prior to the AGM and
disclose these results at the AGM
proceedings.


8



---



##### 



Non-mandatory ballot form for the twenty third Annual General Meeting of
Infosys Technologies Limited Registered Office: Electronics city, Hosur road, Bangalore  560 100, India. NameRegd. Folio No./Client IDNo. of shares held
 This ballot is not a substitute for the voting at the AGM. This ballot will
not be construed as an instrument to vote or as a proxy. You are required to
attend the meeting in person or by validly appointed proxy to vote at the AGM. VoteItem
    
    Resolution Summary
    
    [Tick ( ü )1 choice only]For
    
    Against
    
    Abstain1.
    
    To receive, consider and adopt the balance sheet as at March 31, 2004 and the
profit & loss account for as per the Indian GAAP for the year ended
on that date and the report of the directors and the auditors thereon.
    
    o
    
    o
    
    o2.
    
    To declare a final dividend and a special one-time dividend.
    
    o
    
    o
    
    o3.
    
    To appoint a director in place of Mr. Deepak M. Satwalekar who retires by rotation and
being eligible, offers himself for re-election.
    
    o
    
    o
    
    o4.
    
    To appoint a director in place of Prof. Marti G. Subrahmanyam who retires by rotation and
being eligible, offers himself for re-election.
    
    o
    
    o
    
    o5.
    
    To appoint a director in place of Mr. S. Gopalakrishnan who retires by rotation and
being eligible, offers himself for re-election.
    
    o
    
    o
    
    o6.
    
    To appoint a director in place of Mr. S. D. Shibulal who retires by rotation and
being eligible, offers himself for re-election.
    
    o
    
    o
    
    o7.
    
    To appoint a director in place of Mr. T. V. Mohandas Pai who retires by rotation and
being eligible, offers himself for re-election.
    
    o
    
    o
    
    o8.
    
    To appoint Auditors to hold office from the conclusion of this meeting until the conclusion
of the next Annual General Meeting and to fix their remuneration.
    
    o
    
    o
    
    o9.
    
    To delist the equity shares of the company from Bangalore Stock Exchange.
    
    o
    
    o
    
    o10.
    
    To approve payment of remuneration in the form of commission to non-executive directors.
    
    o
    
    o
    
    o11.
    
    To approve revision of remuneration payable to Mr. S. Gopalakrishnan,
Mr. T. V. Mohandas Pai, Mr. Srinath Batni and Mr. S. D. Shibulal.
    
    o
    
    o
    
    o12.
    
    To approve revision of remuneration payable to Mr. N.R.Narayana Murthy,
Mr. Nandan M. Nilekani, Mr. S. Gopalakrishnan, Mr. K. Dinesh, Mr. T. V. Mohandas Pai,
Mr. Srinath Batni and Mr. S. D. Shibulal.
    
    o
    
    o
    
    o13.
    
    To approve the reappointment of Mr. S. Gopalakrishnan as Deputy Managing Director
of the company.
    
    o
    
    o
    
    o14.
    
    To amend the Capital Clause in the Memorandum of Association to increase the
Authorised Capital of the Company.
    
    o
    
    o
    
    o15.
    
    To amend the Capital Clause in the Articles of Association to increase the
Authorised Capital of the Company.
    
    o
    
    o
    
    o16.
    
    To issue bonus shares.
    
    o
    
    o
    
    o17.
    
    To form a new Trust for the welfare of the employees.
    
    o
    
    o
    
    o
 Date:Place:
    
    Signature
 9