Infosys has sought shareholders' approval to change the company's Articles of Association, which may include a provision for buyback.
"The board has recommended the adoption of new Articles of Association of the company in conformity with the Companies Act, 2013 to the shareholders for approval," Infosys said in a BSE filing.
Infosys, which had liquid assets, including cash and cash equivalents and investments worth Rs 35,697 crore (about USD 5.25 billion) on its books at the end of December 2016, has been under pressure from investors to utilise the amount either through share buyback or generous dividend.
There were reports that Infosys may consider a Rs 12,000 crore share buyback, but the company has maintained that it "periodically" reviews the capital allocation policy.
It had added that the management will take a decision on share buyback at an "appropriate time".
Two of Infosys' former CFOs -- T V Mohandas Pai and V Balakrishnan -- recently exhorted institutional investors to raise questions about the huge cash pile on the company's books, saying investors have an obligation to protect their investment.
The pressure has grown further after Infosys' industry peers Cognizant and Tata Consultancy Services announced their buyback offers worth USD 3.4 billion and Rs 16,000 crore, respectively.
Besides, the Infosys board today also approved the recommendations of the Nominations and Remuneration Committee for revising the remuneration to COO and Whole-time Director, U B Pravin Rao.
It also sought shareholders' approval to appoint D N Prahlad as an Independent Director.
(Reopens DCM 99)
According to the changes sought in the Article of Association, Infosys has included "power to purchase its own equity shares or other securities by way of a buyback arrangement".
Besides, provisions relating to nomination facility for shares by a shareholder have also been inserted.
Also, article 13 which relates to power of the Board to issue shares at a discount has been deleted in line with the Companies Act, 2013.
"The company may appoint fifteen directors and any increase beyond such limit will require special resolution in line with the Companies Act, 2013," it said, adding that provisions relating to the appointment of Independent Directors have been included in line with the said Act.
