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Wipro : Notice of Annual General Meeting for FY 2020-21(PDF)

06/21/2021 | 04:39am EDT

WIPRO LIMITED

Registered Office: Doddakannelli, Sarjapur Road, Bengaluru- 560 035, Telephone: +91-80-28440011,

Fax: +91-80-28440054, Website: www.wipro.com, E-mail:corp-secretarial@wipro.com,

CIN: L32102KA1945PLC020800

Dear Members,

Invitation to attend the 75th Annual General Meeting on Wednesday, July 14, 2021

You are cordially invited to attend the Seventy Fifth Annual General Meeting of the Company to be held on Wednesday, July 14, 2021 at 9.00 AM IST through video conferencing. The notice convening the Annual General Meeting is attached herewith.

In order to enable ease of participation of the Members, we are providing below the key details regarding the meeting for your reference:

Sl.

Particulars

No.

  • Link for live webcast of the AGM
    2 Link for remote e-voting
  • Helpline number for VC participation

Details

https://www.wipro.com/AGM2021/

Members may refer to the instructions provided under "Procedure for E-Voting" section in the subsequent pages of this Notice

For any assistance or support before or during the AGM, Members may contact the Company at 080 - 2844 0011 or sowrabh.rao1@wipro.com, or kusum.gore@wipro.com, or deepali.arunkumar@wipro.com

  • Cut-offdate for e-voting
  • Time period for remote e-voting
  • Book closure dates
  • Link for Members to temporarily update e-mail address
    8 Last date for publishing results of the e-voting
    9 Registrar and Share Transfer Agent contact details

Wednesday, July 7, 2021

Commences at 9.00 AM IST on Saturday, July 10, 2021 and ends at 5.00 PM IST on Tuesday, July 13, 2021

Monday, July 12, 2021 to Tuesday, July 13, 2021 (both days inclusive)

https://www.wipro.com/investors/

Friday, July 16, 2021

Ms. Rajitha Cholleti, Assistant General Manager-Corporate Registry and Mr. B Srinivas, Manager (Unit: Wipro Limited), KFin Technologies Private Limited (KFintech)

E-mail:einward.ris@kfintech.com; evoting@kfintech.com

Contact no.: 040 - 6716 2222, Toll free no.: 1-800-3094-001

Yours truly,

Rishad A. Premji

Chairman

Bengaluru June 9, 2021

Notice 2020-21

1

WIPRO LIMITED

Registered Office: Doddakannelli, Sarjapur Road, Bengaluru- 560 035, Telephone: +91 80 28440011,

Fax: +91-80-28440054, Website: www.wipro.com, E-mail:corp-secretarial@wipro.com,

CIN: L32102KA1945PLC020800

NOTICE TO MEMBERS

Notice is hereby given that the Seventy Fifth Annual General Meeting of Wipro Limited will be held on Wednesday, July 14, 2021 at 9.00 AM IST through video conferencing ("VC"), to transact the following businesses:

ORDINARY BUSINESS

  1. To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and Auditors thereon.
  2. To confirm the payment of Interim Dividend of ` 1 per equity share already paid during the year as the Final Dividend for the Financial Year 2020-21.
  3. To consider appointment of a Director in place of Mr. Thierry Delaporte (DIN: 08107242) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

4. Appointment of Ms. Tulsi Naidu (DIN: 03017471) as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Tulsi Naidu (DIN: 03017471) who has been appointed as an Additional Director in the capacity of Independent Director of the Company by the Board of Directors effective July 1, 2021 in terms of Section 161 of the Companies Act, 2013, and whose appointment as an Independent Director is recommended by the Board Governance, Nomination and Compensation Committee and the Board of Directors of the Company, and in respect of whom the Company has received a notice in writing from a Member proposing her candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent

Director of the Company for a period of five years with effect from July 1, 2021 to June 30, 2026, not subject to retirement by rotation, upon such remuneration as detailed in the explanatory statement hereto and as may be determined by the Board of Directors of the Company from time to time within the overall limits of remuneration under the Companies Act, 2013.

5. Revision in the terms of remuneration of Mr. Rishad A. Premji (DIN: 02983899) as Whole Time Director (designated as "Executive Chairman") of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the recommendation of the Board Governance, Nomination and Compensation Committee and the Board of Directors and pursuant to Sections 196, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and in partial modification of the resolutions passed by the Members at the 73rd Annual General Meeting of the Company held on July 16, 2019, consent of the Members of the Company be and is hereby accorded to revise the terms of remuneration payable to Mr. Rishad A. Premji (DIN: 02983899), as Whole Time Director (designated as "Executive Chairman"), as follows:

Remuneration:

  1. Fixed Salary: In the range of ` 5,00,00,000 (Rupees Five Crores only) per annum to ` 12,00,00,000 (Rupees Twelve Crores only) per annum. The Fixed Salary can be paid as basic salary and through various allowances under Wipro Benefits Plans & Allowances, which is a basket of various allowances/ reimbursements, like Leave Travel Allowance, Commutation Allowance, House Rent Allowance, and Company leased car & accommodation, etc., which one can plan as per the Company policy. The Fixed Salary may include one-time payouts, if any, as well

2

Wipro Limited

as contribution to Provident Fund, Pension Fund, and Superannuation as per Company policy and Gratuity in accordance with the provisions of the Payment of Gratuity Act. For the purpose of Gratuity, Provident Fund, Pension Fund, Superannuation and other like benefits, if any, the service of Mr. Rishad A. Premji will be considered as continuous service from the date of his joining the Company.

  1. Commission: Commission at the rate of 0.35% of the incremental consolidated net profits of the Company for the full year payable on an annual basis as may be determined by the Board Governance, Nomination and Compensation Committee.

Other Perquisites and Benefits:

  1. Furniture & Equipment Program: As per Company policy.
  2. Corporate Club Fees: Fees of 2 identified clubs.
  3. Personal Accident Insurance, Group Life Insurance: Personal accident cover and group life insurance cover as per Company policy.
  4. Medical: Reimbursement of self, spouse and dependent children up to maximum of one month's basic pay as per the Company policy. In addition, he will be entitled to medical insurance and annual health check-up as per Company policy.
  5. Leave with full pay and allowance: Leave with full pay and allowance as per Company's policy.
  6. Reimbursement of travel, stay and entertainment expenses actually and properly incurred in the course of business as per the Company's policy.
  7. Minimum remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the Executive Chairman, the Company has no profits, or its profits are inadequate, the Company will pay remuneration by way of salary including perquisites and allowances as specified under Section II of Part II of Schedule V to the Companies Act, 2013.
  1. Sitting Fees: The Executive Chairman shall not be entitled to sitting fees for attending the meetings of the Board of Directors of the Company or any committees thereof.

RESOLVED FURTHER THAT the overall remuneration payable to Mr. Rishad A. Premji shall not exceed the limits prescribed under the applicable provisions of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RESOLVED FURTHER THAT apart from the aforesaid revision in remuneration, the other terms and conditions of appointment of Mr. Rishad A. Premji, as previously approved by the shareholders at the 73rd Annual General Meeting of the Company held on July 16, 2019, shall remain unchanged and continue to be effective.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the appointment and/or remuneration based on the recommendation of the Board Governance, Nomination and Compensation Committee subject to the applicable provisions of the Companies Act, 2013 and the overall remuneration not exceeding the limits specified under Section 197 read with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force).

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolutions.

By Order of the Board of Directors

For Wipro Limited

Sd/-

June 9, 2021

M Sanaulla Khan

Bengaluru

Company Secretary

Notice 2020-21

3

NOTES:

  1. In view of the ongoing COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5,2020,General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and Circular no. 02/2021 dated January 13, 2021 (collectively "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and circular no. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 (collectively "SEBI Circulars"), have permitted companies to conduct AGM through VC or other audio visual means, subject to compliance of various conditions mentioned therein. In compliance with the aforesaid MCA Circulars and SEBI Circulars and the applicable provisions of Companies Act, 2013 and rules made thereunder, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 75th AGM of the Company is being convened and conducted through VC.
  2. The Company has enabled the Members to participate at the 75th AGM through VC facility. The instructions for participation by Members are given in the subsequent pages. Participation at the AGM through VC shall be allowed on a first-come-first-served basis.
  3. In addition to the above, the proceedings of the 75th AGM will be web-casted live for all the shareholders as on the cut-off date i.e. Wednesday, July 7, 2021. The shareholders can visit https://www.wipro.com/ AGM2021/ to watch the live proceedings of the 75th AGM on Wednesday, July 14, 2021 from 9.00 AM IST onwards.
  4. As per the provisions under the MCA Circulars, Members attending the 75th AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
  5. The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and e-voting during the AGM. The process and instructions for remote e-voting are provided in the subsequent pages. Such remote e-voting facility is in addition to voting that will take place at the 75th AGM being held through VC.
  6. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting,shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.
  7. The Company has appointed Mr. V. Sreedharan/ Ms. Devika Sathyanarayana/Mr. Pradeep B. Kulkarni, partners of V. Sreedharan & Associates, Practicing

Company Secretaries, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

  1. As per the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 75th AGM is being held through VC as per the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 75th AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
  2. Corporate Members are required to access the link https://evoting.kfintech.comand upload a certified copy of the Board resolution authorizing their representative to vote on their behalf. Institutional investors are encouraged to attend and vote at the meeting through VC.
  1. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
  2. The Register of Members and Share Transfer books will remain closed from Monday, July 12, 2021 to Tuesday, July 13, 2021 (both days inclusive).
  3. In line with the MCA and SEBI Circulars, the notice of the 75th AGM along with the Annual Report 2020-21 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Members may please note that this Notice and Annual Report 2020-21 will also be available on the Company's website at https://www. wipro.com/investors/annual-reports/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively, and on the website of KFin Technologies Private Limited at https://evoting. kfintech.com.
  4. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent, KFin Technologies Private Limited, Selenium, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032.
    Members may note that the Company has enabled a process for the limited purpose of receiving the Company's annual report and notice for the Annual General Meeting (including remote e-voting instructions) electronically, and Members may temporarily update their email address by accessing the link https://www. wipro.com/investors/.
  5. The following documents will be available for inspection by the Members electronically during the 75th AGM.

4

Wipro Limited

Members seeking to inspect such documents can send an email to corp-secretarial@wipro.com.

    1. Certificate from the Statutory Auditors relating to the Company's Stock Options/Restricted Stock Units Plans under SEBI (Share Based Employee Benefits) Regulations, 2014.
    2. Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the Companies Act, 2013.
    3. All such documents referred to in the accompanying Notice and the Explanatory Statement.
  1. Details of the Directors seeking appointment/ re-appointment at the 75th AGM are provided in Annexure A of this Notice.The Company has received the requisite consents/declarations for the appointment/ re-appointment under the Companies Act, 2013 and the rules made thereunder.
  2. Members who hold shares in dematerialized form and want to provide/change/correct the bank account details should send the same immediately to their concerned Depository Participant(s) and not to the Company. Members are also requested to give the MICR Code of their bank to their Depository Participant(s). The Company will not entertain any direct request from such Members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank account details. While making payment of Dividend, the Registrar and Share Transfer Agent is obliged to use only the data provided by the Depositories, in case of such dematerialized shares.
  3. Members who are holding shares in physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch,type of account and account number to our Registrar and Share Transfer Agent, KFin Technologies Private Limited (Unit: Wipro Limited), Selenium Tower B, 31-32, Financial District, Nanakramguda, Gachibowli, Hyderabad - 500 032.
  4. Members who are holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or its Registrar and Share Transfer Agent the details of such folios together with the share certificates for consolidating their holding in one folio. The share certificates will be returned to the Members after making requisite changes, thereon. Members are requested to use the share transfer Form SH-4 for this purpose.
  5. In accordance with the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity

shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them.

20) Non-resident Indian shareholders are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant(s), as the case may be:

    1. the change in the residential status on return to India for permanent settlement, and
    2. the particulars of the NRE account with a Bank in India, if not furnished earlier.
  1. Members who wish to claim Dividends, which remain unclaimed, are requested to either correspond with the Corporate Secretarial Department at the Company's registered office or the Company's Registrar and Share Transfer Agent (KFin Technologies Private Limited) for revalidation and encashment before the due dates. The details of such unclaimed dividends are available on the Company's website at www.wipro.com. Members are requested to note that the dividend remaining unclaimed for a continuous period of seven years from the date of transfer to the Company's Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund (IEPF). In addition, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred to the IEPF.
    In the event of transfer of shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF authority by submitting an online application in the prescribed Form IEPF-5 available on the website http://www.iepf.gov.in/and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in Form IEPF-5. Members can file only one consolidated claim in a financial year as per the IEPF Rules.
  2. Pursuant to the Rule 5(8) of the Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as on July 13, 2020 (date of last Annual General Meeting) on its website at https://www.wipro. com/investors/and also on the website of the Ministry of Corporate Affairs.
  3. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH-13 prescribed by the Government can be obtained from the Registrar and Share Transfer Agent or the Secretarial Department of the Company at its registered office.
  4. In case of any queries regarding the Annual Report, the Members may write to corp-secretarial@wipro.comto receive an email response.
  5. As the 75th AGM is being held through VC, the route map is not annexed to this Notice.

Notice 2020-21

5

Disclaimer

Wipro Limited published this content on 19 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2021 08:38:03 UTC.


© Publicnow 2021
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