NOTICE OF EXTRAORDINARY GENERAL MEETING

Transcription

1 Wipro Enterprises Limited (Formerly known as Azim Premji Custodial Services Pvt. Ltd. & Azim Premji Custodial Services Ltd.) Regd. Office: C Block, CCLG Division, Doddakannelli, Sarjapur Road, Bangalore , India. Tel.: Fax: CIN No. U15141KA2010PLC054808, communications.wel@wipro.com / info.win@wipro.com Website: NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE is hereby given that an Extraordinary General Meeting of the Members of Wipro Enterprises Limited will be held on Tuesday, the 13 th day of January, 2015 at 4.00 P.M. at S03, 2nd Floor, 'B' Block, SJP1,Wipro Limited Campus, Doddakannelli, Sarjapur Road, Bangalore , to transact the following special business: SPECIAL BUSINESS: ITEM NO. 1. REDUCTION OF SHARE CAPITAL OF THE COMPANY To consider and, if thought fit, to pass with or without modification(s), the following as "Special resolution" "RESOLVED THAT pursuant to the Articles of Association of the Company, Section 100 to 104 and such other applicable provisions of the Companies Act, 1956 and Companies Act, 2013 and subject to the confirmation by the Hon'ble High Court of Karnataka and subject to the sanctions and approvals of the appropriate authorities as may be required, and such other terms, conditions or modifications if any, as may be prescribed by such authorities while granting the such approvals, consents or permissions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as 'the Board' which expression shall be deemed to include any Committee of Directors constituted by the Board), the issued, subscribed and paid up equity share capital of the Company be reduced from Rs.492,32,89,880/- (Rupees Four Hundred and Ninety Two Crores Thirty Two Lakhs Eighty Nine Thousand Eight Hundred and Eighty Only), consisting of 49,23,28,988 (Forty Nine Crores Twenty Three Lakhs Twenty Eight Thousand Nine Hundred and Eighty Eight)Equity shares of Rs.10/-(Rupees Ten Only) each, fully paid up to Rs.476,14,24,110/- (Rupees Four Hundred and Seventy Six Crores Fourteen Lakhs Twenty Four Thousand One Hundred and Ten Only), consisting of 47,61,42,411 (Forty Seven Crores Sixty One Lakhs Forty Two Thousand Four Hundred and Eleven Only), Equity shares of Rs. 10/- (Rupees Ten Only),each fully paid up and that such reduction be effected by cancelling and extinguishing 1,61,86,577 (One Crore Sixty One Lakhs Eighty Six Thousand Five Hundred and Seventy Seven), fully paid Equity Shares of Rs.10/- (Rupees Ten Only) each held by Non Promoter Shareholders." "RESOLVED FURTHER THAT upon the reduction being confirmed by the Hon'ble High Court of Karnataka and the Registration of the Order and Minute of Reduction of Share Capital by the Registrar of Companies, Karnataka, the non promoter shareholders holding 1,61,86,577 (One Crore Sixty One Lakhs Eighty Six Thousand Five Hundred and Seventy Seven), fully paid Equity Shares of Rs.10/- (Rupees Ten Only) each of the Company as on "Record Date" ( to be announced separately and as determined by the Board), be remitted a sum of Rs. 367/- (Rupees Three Hundred and Sixty Seven Only) per Equity Share, including Rs.10/- (Rupees Ten Only), the face value and Rs. 357/- (Rupees Three Hundred and Fifty Seven Only) the premium amount". "RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may in its absolute 1

2 discretion deem necessary or desirable and to settle any question, difficulty or doubt that may arise in regard to the subject-matter of the above resolution as it may in its absolute discretion deem fit and proper. Registered Office: 'C' Block, CCLG Division, Doddakannelli, Sarjapur Road, Bangalore , India. Telephone: , Fax: , CIN No. U15141KA2010PLC054808, communications.wel@wipro.com / info.win@wipro.com, Website: Date: December 18, 2014 NOTES 2 By Order of the Board of Directors For Wipro Enterprises Limited Chethan Company Secretary 1. A member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member. 2. Proxies to be effective must be received by the Company not less than 48 hours before the meeting. 3. Pursuant to provisions of Section 105 of the Companies Act, 2013, read with the applicable rules thereon, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights, may appoint a single person as proxy, who shall not act as a proxy for any other member. 4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting. 5. Only bonafide members of the Company whose names appear on the Register of Members/Proxy holders, in possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the meeting. 6. Members are requested to bring your folio number/demat account number/dp ID-Client ID to enable us to give a duly filled attendance slip for signature and participation at the meeting. 7. 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. 8. Members who hold shares in the dematerialized form and want to change/correct the bank account details should send the same immediately to their concerned Depository Participant and not to the Company. Members are also requested to give the MICR Code of their bank to their Depository Participants. 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, Registrar is obliged to use only the data provided by the Depositories, in case of such demat shares. 9. As per RBI notification, with effect from October 1, 2009, the remittance of money through ECS is replaced by National Electronic Clearing Services (NECS) and banks have been instructed to move to the NECS platform. This is in addition to the existing facility of ECS in other locations. NECS essentially operates on the new and unique bank account number, allotted by banks pursuant to implementation of Core Banking Solutions (CBS) for centralized processing of inward instructions and efficiency in handling bulk transaction. In this regard, shareholders holding shares in electronic form are requested to furnish the new 10-digit Bank Account Number allotted to them by your bank,(after implementation of CBS), along with photocopy of a cheque pertaining to the concerned account, to your Depository Participant (DP). Please send these details to the Company/Registrars, if the shares are held in physical form, immediately. 10. Members who are holding physical shares in identical order of names in more than one folio are requested to send to the Company or Company's Share Transfer Agent the details of such folios together with the share certificates for consolidating their holding in one folio. The share certificates

3 will be returned to the members after making requisite changes, thereon. Members are requested to use the new share transfer form SH Non-Resident Indian shareholders are requested to inform about the following to the Company or its Share Transfer Agent or the concerned Depository Participant, as the case may be, immediately of:- a) The change in the residential status on return to India for permanent settlement. b) The particulars of the NRE Account with a Bank in India, if not furnished earlier. 12. The Statutory Register under the Companies Act, 2013 (Register under Section 189 and Section 179 of the Companies Act, 2013) is available for inspection at the Registered Office of the Company during business hours between am to 1.00 pm on working days and will be made available at the venue of the meeting. 13. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Companies (Management and Administration) Rules, 2014, companies are permitted to serve Annual Reports and other communications through electronic mode to those Members who have registered their e- mail address either with the Company or with the Depository. Members who have not registered their address with the Company are requested to submit their request with their valid address to M/s Karvy Computershare Private Limited. Members holding shares in demat form are requested to register/update their address with their Depository Participant(s) directly. Members of the Company, who have registered their -address, are entitled to receive such communication in physical form upon request. 14. The Company will provide e-voting facility to members in terms of section 108 of the Companies Act, 2013 read with rule 20 of Companies (Management and Administration) Rules, 2014 to exercise their right to vote by electronic means. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Friday, December 12, 2014 i.e. the cut-off date taken by the Company for dispatch of the Notice (including notice for e-voting) calling the Extra Ordinary General Meeting. The e-voting period will commence from Thursday, January 8, 2015 at 9.00 am and will end at 6.00 pm on Saturday, January 10, The e-voting module will be disabled on January 10, 2015 at 6.00 pm. A separate e-voting instructions slip has been sent explaining the process of e-voting with necessary user id and password along with procedure for such e-voting. Such e-voting facility is in addition to voting that may take place at the meeting venue on January 13, Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. The voting right of shareholders shall be in proportion to their share in the paid up equity share capital of the Company as on the cut-off date being December 12, The Company has appointed Mr. V Sreedharan, Practising Company Secretary, (partner of V. Sreedharan & Associates, ICSI Fellow Membership No and CP No is 833) to act as the Scrutinizer, to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company. 15. COMPLIANCE WITH TAX REQUIREMENTS General tax requirements 1. Section 195(1) of the Income Tax Act provides that that any person responsible for paying to a non-resident, any sum chargeable to tax is required to deduct tax at source (including surcharge and cess, if applicable). The Consideration received by the Non-resident Shareholders as part of the capital reduction may be chargeable to tax in India either as capital gains under Section 45 of the Income Tax Act or as business profits, depending on the facts and circumstances of the case. Tax at source (including surcharge and education cess) shall be deducted at the applicable rate as per the Income Tax Act on such capital gains / business profits. 2. Section 90(4) and Section 90A (4) of the Income Tax Act provide that, any person claiming benefit under any Double Taxation Avoidance Agreement ("DTAA") between India and any other foreign country should furnish the 'Tax Residency Certificate' ("TRC") (containing the specified particulars) provided to him / it by the Government of that foreign country / specified territory of which he / it claims to be tax resident, which is requirement under the Income Tax Act, No request shall be accepted from any Shareholder, under any circumstances, for non-deduction 3

4 of tax at source or deduction of tax at lower rate, on the basis of any self-computation / computation by any tax consultant, of capital gains and the tax payable thereon. 4. Securities transaction tax will not be applicable to the capital reduction. 5. All references to maximum marginal rate include applicable surcharge and education cess, as may be applicable. For Non-resident Shareholders Tax implication in case of non-resident Shareholders [other than Foreign Institutional Investors ("FIIs")] 1. Non-residents being NRIs, OCBs and other non-resident Shareholders (excluding FIIs) will be required to submit a no-objection certificate ("NOC") or a certificate for deduction of tax at a nil / lower rate ("Certificate for Deduction of Tax at Nil / Lower Rate"), from the income tax authorities under Section 195(3) or Section 197 of the Income Tax Act, indicating the amount of tax to be deducted. 2. In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil / Lower Rate, tax will be deducted at the maximum marginal rate as may be applicable to the relevant category to which the Shareholder belongs, on the entire Consideration amount payable to the Shareholder. 3. All NRIs, OCBs and other non-resident Shareholders (excluding FIIs) are required to submit a self-attested copy of their PAN card for income tax purposes. In case copy of PAN card is not submitted or is invalid or does not belong to the Shareholder, tax shall be deducted at the rate of 20 per cent (as provided under Section 206AA of the Income Tax Act) or the rate, as may be applicable to the category of the Shareholder under the Income Tax Act, whichever is higher. 4. Any NRIs, OCBs and other non-resident Shareholder (excluding FIIs) claiming benefit under any DTAA between India and any other foreign country should furnish the TRC containing the specified particulars provided to him / it by the Government of that foreign country / specified territory of which it claims to be a tax resident and a self-declaration stating that it does not have a business connection in India as defined in Explanation 2 to Section 9(1)(i) of the Income Tax Act (along with the provisions thereto) or a permanent establishment in India, in terms of the DTAA entered between India and the country of its tax residence. In the absence of such certificate / declarations, tax shall be deducted in accordance with the provisions of the Income Tax Act and without having regard to the provisions of any DTAA. Tax Implications in case of FIIs 1. Section 196D(2) of the Income Tax Act provide that no deduction of tax at source is required to be made from any income arising to FIIs by way of capital gains arising from the transfer of securities referred to in Section 115AD of the Income Tax Act as defined in Section 115AD of the Income Tax Act. FIIs are required to certify the nature of their holdings (i.e. whether held on Capital Account as Investment or on Trade Account) of the Equity Shares. The benefits under Section 196D(2) are applicable in case the Equity Shares are held on Capital Account. 2. In an event wherein it is certified by the FIIs that Equity Shares held by such FIIs are held on Trade Account, no deduction of tax at source shall be made if such FIIs furnish a TRC and a selfdeclaration stating that such FIIs do not have a business connection in India as defined in Explanation 2 to Section 9(1)(i) of the Income Tax Act (along with the provisos thereto) or a permanent establishment in India, in terms of the DTAA entered between India and the country of tax residency of such FIIs. In the absence of such certificates / declaration, tax shall be deducted at the maximum marginal rate as may be applicable to the category of the Shareholder under the Income Tax Act, on the entire Consideration amount payable to such Shareholders (i.e. FIIs). 3. Notwithstanding anything contained above, in case FIIs furnish a NOC or Certificate for Deduction of Tax at Nil / Lower Rate, tax shall be deducted at source in accordance with such NOC or Certificate for Deduction of Tax at Nil / Lower Rate. 4. FIIs claiming benefit under any DTAA between India and any other foreign country shall furnish a TRC provided to it by the Government of that foreign country / specified territory of which it claims to be a tax resident. In the absence of such TRC, tax shall be deducted in accordance with provisions of the Income Tax Act and without having regard to the provisions of any DTAA. Tax Implications in case of resident Shareholders Under the Income Tax Act, no tax shall be deducted on the entire Consideration payable to the resident Shareholders. 4

5 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 The following statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice: Item No. 1 Many shareholders approached that an exit option be provided to them as the company s shares are unlisted and they should be given an opportunity to offer their shares for sale. This was also highlighted by shareholders at the Annual General Meeting of Wipro Enterprises Limited held in August Hence, it is proposed to satisfy the requirement of the shareholders and to give an exit opportunity to them. None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out at item No. 1 except in the capacity of shareholders. The Board recommends the Special Resolution set out at item No.1 of the Notice for approval by the members of the Company. ERNST & YOUNG LLP has completed a valuation of the shares of the company and have suggested a value of Rs. 367/- per share. Board has considered the said valuation and has approved the consideration of Rs. 367/- per share to be paid to shareholders as part of this capital reduction. Copy of the valuation report is available for inspection at the registered office of the company during business hours from am to 1.00 pm on all working days. The approval for reduction of capital will be subject to the approval of Hon'ble High Court of Karnataka as per section 100 to 104 of the Companies Act, By Order of the Board of Directors For Wipro Enterprises Limited Registered Office: 'C' Block, CCLG Division, Doddakannelli, Sarjapur Road, Bangalore , India. Telephone: , Fax: , CIN No. U15141KA2010PLC054808, communications.wel@wipro.com / info.win@wipro.com, Website: Date: December 18, 2014 Chethan Company Secretary 5

6 Wipro Enterprises Limited (Formerly known as Azim Premji Custodial Services Pvt. Ltd. & Azim Premji Custodial Services Ltd.) Regd. Office: C Block, CCLG Division, Doddakannelli, Sarjapur Road, Bangalore , India. Tel.: Fax: CIN No. U15141KA2010PLC054808, communications.wel@wipro.com / info.win@wipro.com Website: FORM OF PROXY (Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the companies (Management and Administration) Rules, 2014) Name of the Company : Wipro Enterprises Limited Registered Office : C Block, CCLG Division, Doddakannelli, Sarjapur Road, Bangalore Venue of the Meeting : S03, 2nd Floor, 'B' Block, SJP1, Wipro Limited Campus, Doddakannelli, Sarjapur Road, Bangalore Date and Time : Tuesday, January 13, 2015 at 4.00 PM Name Address DP Id* Client Id* Folio No. No of Shares held *Applicable for investors holding shares in Electronic form I/We, being the member(s) of shares of Wipro Enterprises Limited, hereby appoint 1. Mr./Mrs. residing at having id or failing him/her 2. Mr./Mrs. residing at having id or failing him/her 3. Mr./Mrs. residing at having id or failing him/her as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the Extra Ordinary General meeting of the Company, to be held on the 13 th day of January 2015 at 4 PM at S03, 2 nd Floor, 'B' Block, SJP1, Wipro Limited Campus, Doddakannelli, Sarjapur Road, Bangalore and any adjournment thereof in respect of such resolutions as are indicated below. ** I/We direct my/our Proxy to vote on the Resolutions in the manner as indicated below: 6

7 Sl. No. Resolution For Against 1 Proposal for Reduction of Share Capital ** This is optional. Please put a tick mark ( )in the appropriate column against the resolutions indicated in the box. If a member leaves the "For" or "Against" column blank against any or all the Resolutions, the proxy will be entitled to vote in the manner he/she thinks appropriate. If a member wishes to abstain from voting on a particular resolution, he/she should write "Abstain" across the boxes against the Resolution. Signed this day of 2015 Signature of the shareholder Signature (s) of proxy holder(s) Affix one Rupee Revenue Stamp 3. Notes: 1. The Proxy to be effective should be deposited at the Registered office of the company not less than FORTY EIGHT HOURS before the commencement of the Meeting. 2. A Proxy need not be a member of the Company. 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members. 4. The form of Proxy confers authority to demand or join in demanding a poll. 5. The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting. 6. In case a member wishes his/her votes to be used differently, he/she should indicate the number of shares under the columns "For" or "Against" as appropriate. 7