q126/random_k2/random_2.md

Corporate Governance Report

I.  WIPRO’S PHILOSOPHY ON CORPORATE

GOVERNANCE
Wipro’s governance framework is driven by the objective
of  enhancing  long  term  stakeholder  value  without
compromising  on  ethical  standards  and  corporate
social  responsibilities.  Efficient  corporate  governance
requires  a  clear  understanding  of  the  respective
roles  of  the  Board  of  Directors  (“Board”)  and  of  senior
management and their relationships with others in the

corporate structure. Sincerity, fairness, good citizenship
and commitment to compliance are key characteristics
that  drive  relationships  of  the  Board  and  senior
management with other stakeholders.

Corporate  governance  philosophy  of  Wipro  flows  from
the  “Spirit  of  Wipro”  which  represents  core  values  by
which  policies  and  practices  of  the  organization  are
guided. The values encapsulated in the “Spirit of Wipro”
are:

Be passionate about
clients’ success

Treat each person
with respect

Be global and
responsible

Unyielding integrity in
everything we do

While  our  Company  has  transformed  many  times  over
the years, the Spirit of Wipro and our core values, have
remained constant.

Our  Chairman  introduced  the  Five  Habits  essential  to
drive  a  Growth  Mindset  in  early  2020,  which  are  our
values in action:

•  Being respectful

•  Being responsive

•  Always communicating

•  Demonstrating stewardship

•  Building trust

So  far,  over  21,000  employees  globally  have  been  part
of 75 immersive and interactive sessions hosted by our
senior leadership team on the Five Habits.

Corporate governance at Wipro is implemented through
robust  board  governance  processes,  internal  control
systems and processes, and strong audit mechanisms.
These  are  articulated  through  the  Company’s  Code  of
Business  Conduct,  Corporate  Governance  Guidelines
and  charters  of  various  sub-committees  of  the  Board
and the Company’s Disclosure Policy. Wipro’s corporate
governance  practices  can  be  described  through  the
following four layers:

a)  Governance by Shareholders

b)  Governance by Board of Directors

c)  Governance by Sub-committees of Board, and

d)  Governance through management process

In  this  report,  we  have  provided  details  on  how  the
corporate  governance  principles  are  put  in  to  practice
within Wipro.

II.  SHAREHOLDERS

The  Companies  Act,  2013,  Securities  and  Exchange
Board  of  India  (Listing  Obligations  and  Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”)
and New York Stock Exchange (NYSE) Listed Company
Manual  prescribe  the  governance  mechanism  by
shareholders in terms of passing of ordinary and special
resolutions, voting rights, participation in the corporate
actions  such  as  bonus  issue,  buyback  of  shares,
declaration  of  dividend,  etc.  Your  Company  follows  a
robust  process  to  ensure  that  the  shareholders  of  the
Company are well informed of Board decisions both on
financial and non-financial matters and adequate notice
with a detailed explanation is sent to the shareholders
well in advance to obtain necessary approvals.

III.  BOARD OF DIRECTORS
1.  Composition of Board

is  a  professional  CEO  who

As  at  March  31,  2021,  our  Board  had  two  Executive
Independent  Directors
Directors,  six  non-executive
and  one  non-executive  non-independent  Director.  The
Executive  Chairman  and  Whole  Time  Director,  and  the
non-executive  non-independent  Director  are  Promoter
(CEO)  and
Directors.  The  Chief  Executive  Officer
Managing  Director
is
responsible  for  the  day  to  day  operations  of  the
Company.  Of  the  seven  Non-Executive  Directors,  six
are  Independent  Directors,  free  from  any  business  or
other relationship that could materially influence their
judgment. In the opinion of the Board, all the Independent
Directors  are  independent  of  the  management  and
satisfy  the  criteria  of  independence  as  defined  under
the  Companies  Act,  2013,  the  Listing  Regulations  and
the NYSE Listed Company manual.

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Corporate Governance Report

is  well  diversified  and

consists
The  Board
of  a  woman
three
Directors  who  are  foreign  nationals.  The  profiles
of  our  Directors  are  available  on  our  website  at
https://www.wipro.com/leadership.

Independent  Director  and

Post-Meeting Follow-Up System
After  the  Board  meeting,  we  have  formal  system  of
follow-up, review and reporting on actions taken by the
management  on  the  decisions  of  the  Board  and  sub-
committees of the Board.

2.  Board Meetings

4.  Appointment of Directors

We  decide  about  the  Board  meeting  dates
in
consultation  with  the  Board  members.    The  schedule
of the Board meetings and Board Committee meetings
is communicated in advance to the Directors to enable
them to attend the meetings.

Our  Board  meetings  are  normally  scheduled  over  two
days.  In  addition,  every  quarter,  Independent  Directors
meet amongst themselves exclusively. In line with Para 4
of  Schedule  B  of  SEBI  (Prohibition  of  Insider  Trading)
Regulations,  2015,  it  is  the  endeavor  of  the  Company
that the gap between the clearance of accounts by audit
committee and board meeting is as narrow as possible,
and Wipro is committed to adhere to this requirement.

Information flow to the Board Members
Information  is  provided  to  the  Board  Members  on  a
continuous  basis  for  their  review,  inputs  and  approval
from  time  to  time.  More  specifically,  we  present  our
annual  Strategic  Plan  and  Operating  Plans  of  our
business  to  the  Board  for  their  review,  inputs  and
approval.  Likewise,  our  quarterly  financial  statements
and annual financial statements are first presented to
the  Audit  Committee  and  subsequently  to  the  Board
for their approval. In addition, various matters such as
appointment of Directors and Key Managerial Personnel,
corporate  actions,  review  of  internal  and  statutory
audits, details of investor grievances, specific cases of
acquisitions, important managerial decisions, material
positive/negative  developments  and
legal/statutory
matters  are  presented  to  the  respective  Committees
of  the  Board  and  later  with  the  recommendation  of
Committees to the Board of Directors for their approval
as may be required.

As a system, in most cases, information to Directors is
submitted along with the agenda papers well in advance
of  the  Board  meeting.  Inputs  and  feedback  of  Board
Members  are  taken  and  considered  while  preparation
of agenda and documents for the Board meeting.

Documents  containing  Unpublished  Price  Sensitive
Information are submitted to the Board and Committee
Members, at a shorter notice, as per the general consent
taken from the Board, from time to time.

3.

122

The  Board  has  adopted  the  provisions  with  respect
to  appointment  and  tenure  of  Independent  Directors
consistent with the Companies Act, 2013 and the Listing
Regulations.

As  per  the  provisions  of  the  Companies  Act,  2013,  the
Independent Directors shall be appointed for not more
than two terms of maximum of five years each and shall
not be liable to retire by rotation.

issues  a  formal

Independent
At  the  time  of  appointment  of  an
Director,  the  Company
letter  of
appointment  outlining  his/her  role,  function,  duties
and  responsibilities  as  a  Director.  The  template  of  the
letter  of  appointment  is  available  on  our  website  at
h t t p s : // w w w.w i p ro .c o m / i n v e s t o r s /c o r p o r a t e -
governance/.

Details  of  Directors  proposed  for  appointment/re-
appointment  at  the  75th  Annual  General  Meeting
(“AGM”) is provided at page no. 91 as part of the Board’s
Report and in the notice convening the 75th AGM.

Lead Independent Director
The  Board  has  designated  Mr.  M.  K.  Sharma  as
Independent  Director.  The  role  of  the
the  Lead
Lead
in  the
Corporate  Governance  guidelines  of  your  Company
and
is  available  on  the  Company’s  website  at
h t t p s : // w w w.w i p ro .c o m / i n v e s t o r s /c o r p o r a t e -
governance/.

Independent  Director

is  described

5.  Policy

for  Nomination  of  Directors,

their

Remuneration and Board Diversity
The Board Governance, Nomination and Compensation
Committee has adopted a policy which, inter alia, deals
with the manner of selection of Directors and payment
of their remuneration as described herein below.

The  Company  has  also  adopted  a  policy  on  Board
Diversity  which  guides  the  organization’s  approach  to
diversity in the composition of the Board.

Criteria for Selection of Independent Directors and Key
Skills, Expertise, and Core Competencies of the Board
The  Board  of  the  Company  comprises  of  eminent
personalities  and  leaders  in  their  respective  fields.
These  Directors  are  nominated  based  on  well-defined

selection  criteria.  The  Board  Governance,  Nomination
and  Compensation  Committee  considers,  inter  alia,
  qualifications,  skills,  expertise  and
experience,
competencies,  whilst  recommending  to  the  Board
the  candidature  for  appointment  as
Independent
Director.

In  case  of  appointment  of  Independent  Directors,  the
Board  Governance,  Nomination  and  Compensation
Committee  satisfies  itself  about  the  independence
of  the  Directors  vis-à-vis  the  Company  to  enable  the
Board  to  function  independently  of  the  management
and  discharge  its  functions  and  duties  effectively.  In
case  of  re-appointment  of  Independent  Directors,  the
Board  also  takes  into  consideration,  the  performance

evaluation  and  engagement  level  of  the  Independent
Directors.

The Board Governance, Nomination and Compensation
Committee  ensures  that  the  candidates
identified
for  appointment  as  Directors  are  not  disqualified  for
appointment  under  Section  164  and  other  applicable
provisions of the Companies Act, 2013.

As required under Rule 6 of the Companies (Appointment
and  Qualification  of  Directors)  Rules,  2014,  all  the
Independent Directors have completed the registration
with the Independent Directors Databank and, wherever
required,  also  completed  the  online  proficiency  test,
conducted by Indian Institute of Corporate Affairs.

In the opinion of the Board and the Board Governance, Nomination and Compensation Committee, the following is a list of
core skills/expertise/competencies required in the context of the Company’s business and which are available with the Board:

Wide management and
leadership experience

Information Technology

Diversity

Functional and managerial
experience

Personal values

Corporate governance

Strong  management  and  leadership  experience,  including  in  areas  of  business  development,  strategic
planning and mergers and acquisitions, ideally with major public companies with successful multinational
operations  in  technology,  manufacturing,  banking,  investments  and  finance,  international  business,
scientific research and development, senior level government experience and academic administration.
Expertise  or  experience  in  information  technology  business,  technology  consulting  and  operations,
emerging areas of technology such as digital, cloud and cyber security, intellectual property in information
technology domain, and knowledge of technology trends.
Diversity  of  thought,  experience,  knowledge,  perspective,  gender  and  culture  brought  to  the  Board
by  individual  members.  Varied  mix  of  strategic  perspectives,  geographical  focus  with  knowledge  and
understanding of key geographies.
Knowledge and skills in accounting and finance, business judgment, general management practices and
processes, crisis response and management, industry knowledge, macro-economic perspectives, human
resources, labour laws, international markets, sales and marketing, and risk management.
Personal  characteristics  matching  the  Company’s  values,  such  as  integrity,  accountability,  and  high
performance standards.
Experience in developing and implementing good corporate governance practices, maintaining board and
management  accountability,  managing  stakeholders’  interests  and  Company’s  responsibilities  towards
customers, employees, suppliers, regulatory bodies and the communities in which it operates. Experience
in boards and committees of other large companies.

Given below is a list of core skills, expertise and competencies of the individual Directors:

Name of Director

Mr. Rishad A. Premji
Mr. Azim H. Premji
Mr. Thierry Delaporte2
Mr. William Arthur Owens
Mr. M. K. Sharma
Mrs. Ireena Vittal
Dr. Patrick J. Ennis
Mr. Patrick Dupuis
Mr. Deepak M. Satwalekar3

Wide Management
and Leadership
experience1
 
 
 
 
 
 
 
 
 

Information
Technology

 
 
 
 
 -
 
 
 
 

Diversity

Skills/Expertise/Competencies
Functional and
Managerial
Experience1
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

Personal
Values

Corporate
Governance

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

1 These skills/competencies are broad-based, encompassing several areas of expertise/experience. Each Director may possess varied combinations of skills/
experience within the described set of parameters, and it is not necessary that all Directors possess all skills/experience listed therein.
2 Mr. Thierry Delaporte was appointed as the Chief Executive Officer and Managing Director for a term of 5 years with effect from July 6, 2020 to July 5, 2025.
3 Mr. Deepak M. Satwalekar was appointed as an Independent Director for a term of 5 years with effect from July 1, 2020 to June 30, 2025.

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Corporate Governance Report

6.  Familiarization  Programme  and  Training

for

Independent Directors
The Company has an orientation process/familiarization
programme for its independent directors that includes:

a)  Briefing  on  their  role,  responsibilities,  duties,  and

obligations as a member of the Board.

b)  Nature  of  business  and  business  model  of  the
Company, Company’s strategic and operating plans.

c)  Matters  relating  to  Corporate  Governance,  Code  of
Business  Conduct,  Risk  Management,  Compliance
Programs, Internal Audit, etc.

As  a  process  when  a  new  independent  director  is
appointed,  a  familiarization  programme  as  described
above  is  conducted  by  the  senior  management  team
and  whenever  a  new  member  is  appointed  to  a  Board
Committee, information relevant to the functioning of the
Committee and the role and responsibility of Committee
members is informed. Each of our independent directors
have attended such orientation process/familiarization
programme when they were inducted into the Board.

As  part  of  ongoing  training,  the  Company  schedules
quarterly  meetings  of  business  heads  and  functional
heads  with  the  Independent  Directors.  During  these
meetings,  comprehensive  presentations  are  made
on  the  various  aspects  such  as  business  models,
new  business  strategies  and  initiatives  by  Business
Leaders,  risk  minimization  procedures,  recent  trends
in  technology,  changes  in  domestic/overseas  industry
scenario,  Digital  Transformation,  state  of  Global  IT
Services
industry,  and  regulatory  regime  affecting
the  Company  globally.  These  meetings  also  facilitate
Independent  Directors  to  provide  their  inputs  and
suggestions  on  various  strategic  and  operational
matters  directly  to  the  business  and  functional
heads.  The  details  of  the  familiarization  programme
are  also  available  on  the  website  of  the  Company  at
https://www.wipro.com/content/dam/nexus/en/investor/
corporate-governance/policies-and-guidelines/ethical-
guidelines/12771-familiarization-programmes-imparted-
to-independent-directors.pdf.

The Board Governance, Nomination and Compensation
Committee  presents  to  the  Board  on  a  periodic  basis,
succession  plans  for  appointments  to  the  Board
based  on  various  factors  such  as  current  tenure  of
Directors,  outcome  of  performance  evaluation,  Board
diversity  and  business  requirements.  In  addition,  the
Company  conducts  an  annual  Talent  Review  Process
for  senior  management  and  other  executive  officers
which  provides  a  leadership-level  talent  inventory  and
capability map that reflects the extent to which critical
talent needs are fulfilled vis-a-vis business drivers.

The Board Governance, Nomination and Compensation
Committee  reviews  the  outcome  of  this  process  and
presents  the  succession  plan  for  senior  management
and other executive officers to the Board.

8.  Board Evaluation

Details  of  methodology  adopted  for  Board  evaluation
have been provided at page no. 92 of the Board’s Report.

9.  Remuneration  Policy  and  Criteria  for  Making
Payments  to  Directors,  Senior  Management  and
Key Managerial Personnel
The  Independent  Directors  are  entitled  to  receive
remuneration  by  way  of  sitting  fees,  reimbursement
of  expenses  for  participation  in  the  Board/Committee
meetings and commission as detailed hereunder:

a)  Sitting  fees  for  each  meeting  of  the  Board  or
Committee  of  the  Board  attended  by  him  or  her,  of
such  sum as may be approved by the Board within
the  overall  limits  prescribed  under  the  Companies
Act, 2013.

and

b)  Commission  on  a  quarterly  basis,  of  such  sum  as
may  be  approved  by  the  Board  and  Members  on
the  recommendation  of  the  Board  Governance,
Nomination
Committee.
The  aggregate  commission  payable  to  all  the
Independent  Directors  and  non-executive  directors
put together shall not exceed 1% of the net profits
of  the  Company  during  any  financial  year.  The
commission  is  payable  on  pro-rata  basis  to  those
Directors who occupy office for part of the year.

Compensation

7.  Succession Planning

We  have  an  effective  mechanism  for  succession
planning  which  focuses  on  orderly  succession  of
Directors,
including  Executive  Directors  and  other
senior management team and other executive officers.
The Board Governance, Nomination and Compensation
Committee implements this mechanism in concurrence
with the Board.

c)  Reimbursement  of  travel,  stay  and  other  expenses
for participation in Board/Committee meetings.

d)  Independent  Directors  and  Promoter  Directors
are  not  entitled  to  participate  in  the  stock  option
schemes of the Company.

Following  are  terms  and  conditions  for  determining
the remuneration to Mr. Azim H. Premji, who is a Non-
Executive, Non-Independent Director:

124

a)  Remuneration as applicable to other Non-Executive
Directors  of  the  Company,  in  addition  to  the  sitting
fees for attending the meetings of the Board thereof,
as  may  be  determined  by  the  Board,  provided
however that the aggregate remuneration, including
commission,  paid  to  the  Directors  other  than  the
Managing  Director  and  Whole  Time  Directors  in  a
financial year shall not exceed 1% of the net profits
of  the  Company,  in  terms  of  Section  197  of  the
Companies Act, 2013 and computed in the manner
referred to in Section 198 of the Companies Act, 2013.

b)  Maintenance of Founder Chairman’s office including

executive assistant at Company’s expense.

c)  Reimbursement  of  travel,  stay  and  entertainment
expenses  actually  and  properly  incurred  in  the
course of business as per the Company’s policy.

In determining the remuneration of Chairman, CEO and
Managing Director, and Senior Management Employees
and Key Managerial Personnel, the Board Governance,
Nomination  and  Compensation  Committee  and  the
Board shall ensure/consider the following:

a)  The  balance  between  fixed  and  variable  pay
reflecting  short  and
long-term  performance
objectives,  appropriate  to  the  working  of  the
Company and its goals.

b)  Alignment  of  remuneration  of  Key  Managerial
Personnel and Directors with long-term interests of
the Company.

c)  Company’s  performance  vis-à-vis

the  annual
achievement,
vis-à-
vis  KRAs/KPIs,  industry  benchmark  and  current
compensation trends in the market.

individuals’  performance

the

recommends

remuneration

The Board Governance, Nomination and Compensation
Committee
for
the  Chairman,  CEO  and  Managing  Director,  Senior
Management  and  Key  Managerial  Personnel.  The
payment of remuneration to the Executive Directors and
Non-Executive Directors is approved by the Board and
Members. Approval of Members is also obtained in case
of  remuneration  payable  to  Non-Executive  Directors.
There was no change to the remuneration policy during
the financial year.

Details of Remuneration to Directors
Details of remuneration paid to the Directors for the services rendered and stock options granted during the financial year
2020-21 are given below. No stock options were granted to any of the Independent Directors and Promoter Directors during
the financial year 2020-21.

(in ` Million)

Relationship with directors

Salary

Allowances

Commission/Incentives/
Variable Pay

Other annual compensation

Retirals

Sitting fees

TOTAL
Grant of ADS Restricted
Stock Units during the year

Notice period

Rishad A.
Premji(2)(3)
Son of Azim
H. Premji

Thierry
Delaporte(1)(4)(5)
None

William
Arthur
Owens(1)
None

Azim H.
Premji
Father of
Rishad A.
Premji

M. K.
Sharma
None

Ireena
Vittal
None

Patrick J.
Ennis(1)
None

Patrick
Dupuis(1)
None

Deepak M.
Satwalekar(6)
None

Arundhati
Bhattacharya(7)
None

Abidali Z.
Neemuchwala(1)(8)
None

14.30

43.93

55.68

0.17

3.86

NA

117.94
NA

Up to 180
days

68.63

27.40

112.79

379.19

55.49

NA

643.50
1,500,000

NA

NA

7.15

NA

NA

0.60

7.75
NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

29.21

11.60

10.24

20.73

20.73

NA

NA

0.60

29.81
NA

NA

NA

0.60

12.20
NA

NA

NA

0.60

10.84
NA

NA

NA

0.60

21.33
NA

NA

NA

0.60

21.33
NA

Up to 180 days

NA

NA

NA

NA

NA

NA

NA

NA

6.65

NA

NA

0.40

7.05
NA

NA

NA

NA

2.22

NA

NA

0.20

2.42
NA

NA

14.14

NA

2.42

6.15

0.002

NA

22.72
NA

NA

Figures in the above table are subject to rounding-off adjustments

Notes:

(1)  Figures mentioned in ` are equivalent to amounts paid in foreign currency, wherever applicable.

(2)  Mr. Rishad A. Premji is entitled to a commission at the rate of 0.35% on incremental consolidated net profits of Wipro Limited for fiscal year 2021

over the previous year, computed in accordance with the provisions of the Companies Act, 2013.

(3)  Mr. Rishad A. Premji’s compensation also included cash bonus (part of his allowances) on an accrual basis, which is payable over a period of time.

(4)  The compensation disclosed for Mr. Thierry Delaporte is for the period from July 6, 2020 to March 31, 2021. It includes components such as a one-
time cash award, annual stock grant which will vest as per the vesting pattern approved by the Board Governance, Nomination and Compensation
Committee  (1,200,000  ADS  restricted  stock  units,  comprising  of  300,000  ADS  restricted  stock  units  expiring  in  July  2024  and  900,000  ADS

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Corporate Governance Report

performance stock units expiring in June 2023 and one-time grant of 300,000 ADS restricted stock units expiring in July 2022), among other things,
as per the terms approved by the Shareholders at the Annual General Meeting held in July 2020.

(5)  The remuneration of Chief Executive Officer and Managing Director is computed on an accrual basis. It also includes the amortization of RSUs
granted to him, which will  vest over a period of time. This also includes RSUs that will vest based on performance parameters of the Company.

(6)  Mr. Deepak M. Satwalekar was appointed as an Independent Director of the Company with effect from July 1, 2020 and the compensation disclosed

is for the period from July 1, 2020 to March 31, 2021.

(7)  The compensation disclosed for Ms. Arundhati Bhattacharya is for the period April 1, 2020 to June 30, 2020. Ms. Bhattacharya resigned as an

Independent Director of the Company with effect from the close of business hours on June 30, 2020.

(8)  The compensation disclosed for Mr. Abidali Z. Neemuchwala is for the period April 1, 2020 to June 1, 2020. Mr. Neemuchwala resigned as the Chief

Executive Officer and Managing Director of the Company with effect from the end of the day on June 1, 2020.

None of the Non-Executive Directors received remuneration
exceeding 50% of the total annual remuneration paid to all
Non-Executive Directors for the year ended March 31, 2021.

that consist of a pension and gratuity which are offered to all
of our employees, but no other benefits upon termination of
employment except as mentioned below.

Terms of Employment Arrangements
Under  the  Companies  Act,  2013,  our  shareholders  must
approve  the  salary,  bonus  and  benefits  of  all  executive
directors at a General Meeting of the Shareholders. Each of
our executive directors has signed an agreement containing
the terms and conditions of employment, including a monthly
salary, performance bonus and benefits including vacation,
medical  reimbursement  and  pension  fund  contributions.
These agreements have varying terms, but either we or the
executive  director  may  generally  terminate  the  agreement
upon six months’ notice to the other party.

Pursuant  to  the  terms  of  the  employment  arrangement
with  Mr.  Delaporte,  if  his  employment  is  terminated  by  the
Company  without  Cause,  the  Company  is  required  to  pay
Mr.  Delaporte,  severance  pay  of  12  months’  base  salary  as
last  applicable  when  in  service,  payable  over  a  12  month
period following the date of termination. These payments will
cease if Mr. Delaporte obtains a new employment within the
12 months period or becomes a consultant to any Company.

We  also  indemnify  our  directors  and  officers  for  claims
brought under any rule of law to the fullest extent permitted
by applicable law.

The terms of our employment arrangements with Mr. Rishad
A.  Premji  and  Mr.  Thierry  Delaporte  provide  for  up  to  a
180-day notice period, and country specific leaves per year in
addition to statutory holidays, and an annual compensation
review.  Additionally,  these  officers  are  required  to  relocate
as  we  may  determine,  and  to  comply  with  confidentiality
provisions.  Service  contracts  with  our  executive  directors
and  officers  provide  for  our  standard  retirement  benefits

Among  other  things,  we  agree  to  indemnify  our  directors
and  officers  for  certain  expenses,  judgments,  fines  and
settlement  amounts  incurred  by  any  such  person  in  any
action or proceeding, including any action by or in the right
of the Company, arising out of such person’s services as our
director  or  officer,  including  claims  which  are  covered  by
the  director’s  and  officer’s  liability  insurance  policy  taken
by the Company.

Key Information pertaining to Directors as on March 31, 2021 is given below:

Designation

Date of initial
appointment

Sl.
No.

Name of
the Director
and Director
Identification
Number (DIN)

Date of
appointment
as
Independent
Director under
Companies
Act, 2013 and
SEBI Listing
Regulations
(first term) 1
-

Directorship
in other
Companies2

Chairmanship
in Committees
of Board
of other
Companies3

Membership
in Committees
of the Board
of other
Companies3

No. of shares
held as on
March 31,
2021

Attendance
at the last
AGM held
on
July 13,
2020

Other listed
companies where
the Director is
appointed as
Independent
Director

4

12

-

-

-

-

Yes

1,738,057@

Yes

241,913,816@

-

-

1-May-2015

1-Sep-1968

-

1

2

Rishad A. Premji
(DIN: 02983899)

Azim H. Premji
(DIN: 00234280)

Executive
Director and
Chairman

Non-
Executive
Non-
Independent
Director

126

Designation

Date of initial
appointment

Sl.
No.

Name of
the Director
and Director
Identification
Number (DIN)

Directorship
in other
Companies2

Chairmanship
in Committees
of Board
of other
Companies3

Membership
in Committees
of the Board
of other
Companies3

No. of shares
held as on
March 31,
2021

Attendance
at the last
AGM held
on
July 13,
2020

Other listed
companies where
the Director is
appointed as
Independent
Director

Date of
appointment
as
Independent
Director under
Companies
Act, 2013 and
SEBI Listing
Regulations
(first term) 1
-

3

4

5

Thierry Delaporte
(DIN: 08107242)

William Arthur
Owens
(DIN: 00422976)

M. K. Sharma
(DIN: 00327684)

Chief
Executive
Officer and
Managing
Director

Independent
Director

Independent
Director

6-Jul-2020

1-Jul-2006

23-Jul-2014

1-Jul-2011

23-Jul-2014

-

-

9

6

Ireena Vittal
(DIN: 05195656)

Independent
Director

1-Oct-2013

23-Jul-2014

5

7

8

9

Patrick J. Ennis
(DIN: 07463299)

Patrick Dupuis
(DIN: 07480046)

Deepak M.
Satwalekar
(DIN: 00009627)

Independent
Director

Independent
Director

Independent
Director

1-Apr-2016

1-Apr-2016

1-Apr-2016

1-Apr-2016

1-Jul-2020

1-Jul- 2020

-

-

5

-

-

3

-

-

-

1

-

-

2

2

-

-

1

Yes

Yes

Yes

Yes

Yes

Yes

Yes

-

-

-

-

-

-

-

-

-

1.  Asian Paints
Limited

2.  United Spirits

Limited
3.  Ambuja
Cements
Limited
4.  Vedanta
Limited

1.  Godrej

Consumer
Products
Limited
2.  Housing

Development
Finance
Corporation
Limited

-

-

1.  Piramal

Enterprises
Limited
2.  Asian Paints
Limited
3.  Home First
Finance
Company India
Limited
4.  Piramal

Capital &
Housing
Finance
Limited

1. At the 70th AGM, Mr. M. K. Sharma was re-appointed as Independent Director for a second term from July 1, 2016 to June 30, 2021.
  At the 71st AGM, Mr. William Arthur Owens was re-appointed as Independent Director for a second term from August 1, 2017 to July 31, 2022.
  At the 72nd AGM, Mrs. Ireena Vittal was re-appointed as Independent Director for a second term from October 1, 2018 to September 30, 2023.
  At the 74th AGM, Mr. Thierry Delaporte was appointed as the Chief Executive Officer and Managing Director of the Company to hold office for a period

of five years from July 6, 2020 to July 5, 2025.

  At the 74th AGM, Mr. Deepak M. Satwalekar was appointed as an Independent Director for a period of five years from July 1, 2020 to June 30, 2025.
  Dr. Patrick J. Ennis and Mr. Patrick Dupuis were re-appointed as Independent Directors of the Company for a second term of 5 years, with effect from
April 1, 2021 to March 31, 2026. The said re-appointment was approved by shareholders of the Company vide special resolutions dated June 4, 2021,
passed through postal ballot by e-voting.

127

Corporate Governance Report

2.  This does not include position in foreign companies and position as an advisory board member but includes position in private companies and

companies under Section 8 of the Companies Act, 2013. None of our Directors hold directorship in more than seven listed companies.

3.   In accordance with Regulation 26 of the Listing Regulations, Membership/Chairmanship of only Audit Committees and Stakeholders’ Relationship

Committees in all public limited companies have been considered.

@ Includes equity shares held jointly with immediate family members.

IV.  COMMITTEES OF BOARD

Our  Board  has  constituted  sub-committees  to  focus
on  specific  areas  and  make  informed  decisions  within
the  authority  delegated  to  each  of  the  Committees.
Each  Committee  of  the  Board  is  guided  by  its  Charter,
which defines the scope, powers and composition of the
Committee.  All  decisions  and  recommendations  of  the
Committees are placed before the Board for information
or approval.

During  the  financial  year,  the  Board  has  accepted  the
recommendations  of  Committees  on  matters  where
such a recommendation is mandatorily required. There
have been no instances where such recommendations
have not been considered.

We have four sub-committees of the Board as at March
31, 2021:

1.  Audit,  Risk  and  Compliance  Committee,  which  also

acts as the Risk Management Committee

2.  Board  Governance,  Nomination  and  Compensation
Committee, which also oversees the CSR initiatives
of the Company and acts as the CSR Committee

3.  Administrative

Shareholders/Investors
Grievance  Committee  (Stakeholders  Relationship
Committee)

and

4.  Strategy Committee

1.  Audit, Risk and Compliance Committee

The Audit, Risk and Compliance Committee of our Board
reviews, acts on and reports to our Board with respect
to various auditing and accounting matters. The primary
responsibilities include overseeing:

a)  Auditing  and  accounting  matters,

including
recommending the appointment of our independent
auditors to the shareholders;

b)  Compliance with legal and statutory requirements;

c)

Integrity  of  the  Company’s  financial  statements,
discussions with the independent auditors regarding
the scope of the annual audits, and fees to be paid to
the independent auditors;

d)  Performance  of  the  Company’s

internal  audit
independent  auditors  and  accounting

function,
practices;

e)  Review of related party transactions and functioning

of whistle blower mechanism;

128

f)

Implementation  of  the  applicable  provisions  of  the
Sarbanes  Oxley  Act  of  2002  (the  “Sarbanes  Oxley
Act”),  including  review  of  the  progress  of  internal
control  mechanisms  to  prepare  for  certification
under Section 404 of the Sarbanes Oxley Act;

g)  Evaluation  of

internal  financial  controls,  risk
management systems and policies including review
of cyber security;

h)  Review  of  utilization  of  loans  and  advances  from,
and investment by, the Company in its subsidiaries
exceeding  `  100  crore  or  10%  of  the  asset  size  of
the subsidiary, whichever is lower, including existing
loans, advances and investments; and

i)  Such other matters and activities as the Committee
deems  necessary  for  fulfilment  of  the  above  or  as
may be approved by the Board of Directors or as may
be prescribed by applicable law from time to time.

The  Audit,  Risk  and  Compliance  Committee  also  acts
as  the  Risk  Management  Committee  in  compliance
with  the  Listing  Regulations.  The  Committee  reviews,
acts  on  and  reports  to  our  Board  with  respect  to  risk
management  matters.  The  primary  responsibilities
include the following:

a)  To  formulate  a  detailed  risk  management  policy

which shall include:

•	 A

for

framework

in  particular

identification  of

internal
and  external  risks  specifically  faced  by  the
Company,
including  financial,
operational,  sectoral,  sustainability  (specifically,
Environmental,  Social  and  Governance  related
risks and impact), information and cyber security
risks.

•	 Measures for risk mitigation

•	 Systems for internal controls

•	 Business contingency plan

b)  To  monitor  and  oversee  implementation  of  the
risk  management  policy,  including  evaluating  the
adequacy  of  risk  management  and  internal  control
systems;

c)  Ensure  that  appropriate  methodology,  processes
and  systems  are  in  place  to  monitor  and  evaluate
risks  associated  with  the  business  of  the  listed
entity;

d)  Evaluate  risks  related  to  cyber  security  and
significant  risk  exposures  of  the  Company  and
assess steps taken by the management to mitigate
the exposures in a timely manner (including business
continuity and disaster recovery planning);

e)  To  review  the  risk  management  policy  on  annual
including  by  considering  the  changing

basis,
industry dynamics and evolving complexity;

f)  To  keep  the  Board  of  Directors  informed  about
its  discussions,

the  nature  and  content  of
recommendations and actions to be taken; and

g)  The appointment, removal and terms of remuneration
of  the  Chief  Risk  Officer  (if  any)  shall  be  subject  to
review by the Audit, Risk and Compliance Committee,
jointly with the Board Governance, Nomination and
Compensation Committee.

Mr.  Deepak  Acharya  has  been  appointed  as  the  Chief
Risk Officer of the Company.

The  detailed  charter  of  the  Committee  is  posted
on  our  website  and  available  at  https://www.wipro.
com/investors/corporate-governance/.  All  members
of  our  Audit,  Risk  and  Compliance  Committee  are
Independent  Directors  and  financially  literate.  The
Chairman of our Audit, Risk and Compliance Committee
has the accounting and financial management related
expertise.

Statutory  Auditors  as  well  as  Internal  Auditors  always
have  independent  meetings  with  the  Audit,  Risk  and
Compliance  Committee  and  also  participate  in  the
Audit,  Risk  and  Compliance  Committee  meetings.
Our  Chief  Financial  Officer,  General  Counsel,  Internal
Auditor, Finance Controller and other Corporate Officers
make  periodic  presentations  to  the  Audit,  Risk  and
Compliance Committee on various issues.

Mr. M. K. Sharma, Independent Director, is the Chairman
of the Audit, Risk and Compliance Committee. The other
members of the Committee as at March 31, 2021 were
Mrs.  Ireena  Vittal  and  Mr.  Deepak  M.  Satwalekar.  The
Chairman  of  the  Committee  was  present  at  the  AGM
held on July 13, 2020.

2.  Board Governance, Nomination and Compensation

Committee
The Board Governance, Nomination and Compensation
Committee  reviews,  acts  on  and  reports  to  our  Board
with  respect  to  various  governance,  nomination  and
compensation  matters.  The  primary  responsibilities
include:

a)  Developing  and  recommending  to  the  Board
corporate  governance  guidelines  applicable  to  the
Company;

b)  Evaluating  the  Board  on  a  continuing  basis,
including an assessment of the effectiveness of the
full Board, operations of the Board Committees and
contributions of individual directors;

c)  Establishing policies and procedures to assess the
requirements  for  induction  of  new  members  to  the
Board;

d)  Implementing  policies  and  processes  relating  to

corporate governance principles;

e)  Ensuring  that  appropriate  procedures  are  in  place
to  assess  Board  membership  needs  and  Board
effectiveness;

f)  Reviewing  the  Company’s  policies  that  relate  to
matters  of  corporate  social  responsibility  (CSR),
including  public
issues  of  significance  to  the
Company and its shareholders;

g)  Formulating  the  Disclosure  Policy,  its  review  and

approval of disclosures;

h)  Approving  and  evaluating  the  compensation  plans,
policies  and  programs  for  full-time  directors  and
senior management;

i)  Acting as Administrator of the Company’s Employee
Stock  Option  Plans  and  Employee  Stock  Purchase
Plans drawn up from time to time; and

j)  Reviewing  and  recommending  of  all  remuneration,
in whatever form, payable to senior management.

The detailed charter of Board Governance, Nomination
and Compensation Committee is posted on our website
and  is  available  at  https://www.wipro.com/investors/
corporate-governance/.

Our  Chief  Human  Resources  Officer  makes  periodic
presentations to the Board Governance, Nomination and
Compensation Committee on compensation reviews and
performance  linked  compensation  recommendations.
All  members  of  the  Board  Governance,  Nomination
and  Compensation  Committee  are  independent  non-
executive directors. The Board Governance, Nomination
and  Compensation  Committee  is  the  apex  body  that
oversees our Corporate Social Responsibility policy and
programs.

Mr.  William  Arthur  Owens,  Independent  Director,  is  the
Chairman  of  the  Board  Governance,  Nomination  and
Compensation  Committee.  The  other  members  of  the
Committee as at March 31, 2021 were Mrs. Ireena Vittal
and Mr. M. K. Sharma. The Chairman of the Committee
was present at the AGM held on July 13, 2020.

3.  Administrative  and  Shareholders/Investors  Grievance
Committee (Stakeholders Relationship Committee)
The
Grievance  Committee  carries  out

and  Shareholders/Investors
role  of

Administrative

the

129

Corporate Governance Report

Stakeholders  Relationship  Committee  in  compliance
with  Section  178  of  the  Companies  Act,  2013  and  the
Listing Regulations.

Administrative

The
and  Shareholders/Investors
Grievance  Committee  reviews,  acts  on  and  reports  to
our  Board  with  respect  to  various  matters  relating  to
stakeholders. The primary responsibilities include:

a)  Redressal of Grievances of the shareholders of the
Company  pertaining  to  transfer  or  transmission
of  shares,  non-receipt  of  annual  report  and
declared dividends, issue of new or duplicate share
certificates, and grievances pertaining to corporate
actions;

b)  Approving  consolidation,  split  or  sub-division  of
share  certificates,  transmission  of  shares,  issue  of
duplicate  share  certificates,  re-materialization  of
shares;

c)  Reviewing  the  grievance  redressal  mechanism
implemented  by  the  Company  in  coordination  with
Company’s  Registrar  and  Transfer  Agent  (“RTA”)
from time to time;

d)  Reviewing the measures taken by the Company for
effective exercise of voting rights by shareholders;

e)  Implementing  and  overseeing  the  procedures  and
processes in handling and maintenance of records,
transfer  of  securities  and  payment  of  dividend  by
the Company, RTA and dividend processing bank;

f)  Reviewing  the  various  measures  and  initiatives
taken by the Company for reducing the quantum of
unclaimed  dividends  and  ensuring  timely  receipt
of  dividend  warrants,  annual  reports  and  statutory
notices by the shareholders of the Company.

g)  Overseeing  administrative  matters  like  opening
and closure of Company’s bank accounts, grant and
revocation  of  general,  specific  and  banking  powers
of attorney; and

h)  Considering  and  approving  allotment  of  equity
shares pursuant to exercise of stock options, setting
up branch offices and other administrative matters
as delegated by Board from time to time.

The  detailed  charter  of  the  Committee  is  available
on  our  website  at  https://www.wipro.com/investors/
corporate-governance/.

Mr. M. K. Sharma, Independent Director, is the Chairman
of  the  Administrative  and  Shareholders/Investors
Grievance  Committee.  The  other  members  of  the
Committee  as  at  March  31,  2021  were  Mr.  Deepak  M.
Satwalekar  and  Mr.  Rishad  A.  Premji.  The  Chairman
of  the  Committee  was  present  at  the  Annual  General
Meeting of the Company held on July 13, 2020.

Mr.  M.  Sanaulla  Khan,  Company  Secretary,  is  our
Compliance Officer under the Listing Regulations.

Status  Report  of  investor  queries  and  complaints  for
the period from April 1, 2020 to March 31, 2021 is given
below:

Sl.
No.
1.

2.

3.

4.

Particulars

No. of
Complaints

Investor  complaints  pending  at  the
beginning of the year
Investor complaints received during
the year
Investor  complaints  disposed  of
during the year
Investor
complaints
unresolved at the end of the year

remaining

NIL

1,374*

1,332

42**

*

of  the  1,374  complaints  received,  921  were  clarifications
regarding buyback of equity shares.

**  These  queries  were  received  between  March  25,  2021
and  March  31,  2021,  and  subsequently  responded  before
April 6, 2021.

Apart from these queries/complaints, there are certain
pending cases relating to dispute over title to shares in
which in certain cases the Company has been made a
party. However, these cases are not material in nature.

4.  Strategy Committee

The Strategy Committee reviews, acts and reports to our
Board with respect to the mission, vision and strategic
direction  of  the  Company.  Primary  responsibilities  of
this Committee, inter alia, are:

a)  Making  recommendations  to  the  Board  relating  to
the  Company’s  mission,  vision,  strategic  initiatives,
major programs and services;

b)  Ensuring management has established an effective
strategic  planning  process,  including  development
of a three to five-year strategic plan with measurable
goals and time targets;

c)  Annually  reviewing  the  strategic  plan  for  the
Company  and  for  each  division  and  entity  as  well
and recommending updates to the Board;

d)  Establishing  criteria  for  management  to  evaluate
potential strategic investments, reviewing proposals
for  acquisition  or  divestment  opportunities  for  the
Company and making appropriate recommendations
to  the  Board,  and  reviewing  post-transaction
integration matters; and

e)  Monitoring  the  Company  performance  against
measurable  targets  (e.g.  market  share,  increase  in
revenue,  or  Operating  Margin)  or  progress  points
(such as emerging technologies).

130

Mr. William Arthur Owens, Independent Director, is the Chairman of the Strategy Committee. The other members of the
Committee  as  at  March  31,  2021  were  Mr.  Azim  H.  Premji,  Mrs.  Ireena  Vittal,  Dr.  Patrick J.  Ennis,  Mr.  Patrick  Dupuis,
Mr. Thierry Delaporte and Mr. Rishad A. Premji.

At the Board Meeting held on April 15, 2021, it was decided to discontinue the Strategy Committee, as the entire Board
will be deliberating matters pertaining to the strategy of the Company going forward.

Attendance of Directors at Board and Committee meetings
Details of attendance of Directors at the Board meetings and Committee meetings for the year ended March 31, 2021
are as under:

Board meeting1

Audit, Risk and
Compliance
Committee2

Board Governance,
Nomination and
Compensation
Committee (also acts as
CSR Committee)

Strategy
Committee

Administrative
and Shareholders/
Investors Grievance
Committee3

6

5

5

2

4

April 15, 2020,
May 29, 2020,
July 14, 2020,
October 12-13,
2020, January 13,
2021 and February
24, 2021

April 14, 2020,
May 28, 2020,
July 13, 2020,
October 12-13,
2020 and January
12-13, 2021

April 14, 2020, May 29,
2020, July 13, 2020,
October 12, 2020 and
January 12, 2021

October 12,
2020 and
January 12,
2021

April 14, 2020, July
13, 2020, October
12, 2020 and
January 12, 2021

6
6
4
6
6
6
6
6
4

2

1

NA
NA
NA
NA
5
5
NA
NA
3

2

NA

NA
NA
NA
5
5
5
NA
NA
NA

NA

NA

2
2
2
2
NA
2
2
2
NA

NA

NA

4
NA
NA
NA
3
NA
NA
NA
3

1

NA

No. of meetings held
during FY 2020-21^
Date of meetings

Attendance of
Directors
Rishad A. Premji
Azim H. Premji
Thierry Delaporte#
William Arthur Owens
M. K. Sharma
Ireena Vittal
Dr. Patrick J. Ennis
Patrick Dupuis
Deepak M.
Satwalekar*
Arundhati
Bhattacharya $
Abidali Z.
Neemuchwala @

#  At the 74th AGM, Mr. Thierry Delaporte was appointed as the Chief Executive Officer and Managing Director of the Company to hold office for a

period of five years from July 6, 2020 to July 5, 2025.

*  At the 74th AGM, Mr. Deepak M. Satwalekar was appointed as an Independent Director for a term of five years from July 1, 2020 to June 30,

2025.

$  The Board of Directors, at its meeting held on May 29, 2020, noted the resignation of Mrs. Arundhati Bhattacharya as an Independent Director
with effect from close of business hours on June 30, 2020. In her resignation letter, Mrs. Arundhati Bhattacharya has indicated that the reason
for her resignation is her decision to accept a full time role as Chairperson and CEO in another company. She has also confirmed that there is
no other material reason, other than the reason stated in her resignation letter.

@  The Board of Directors, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer

and Managing Director of the Company with effect from the end of the day on June 1, 2020.

^  Pursuant to the relaxations granted by the Ministry of Corporate Affairs and SEBI, all meetings of the Board of Directors and the Committees

were held through video conferencing.

1.  Board Meeting: Since the appointment of Mr. Thierry Delaporte as Chief Executive Officer and Managing Director and Mr. Deepak M. Satwalekar

as Independent Director, four Board meetings were held on July 14, 2020, October 12-13, 2020, January 13, 2021 and February 24, 2021.

2.  Audit, Risk and Compliance Committee:

i.  The Committee was re-constituted during the year as Mrs. Arundhati Bhattacharya resigned and Mr. Deepak M. Satwalekar was appointed

131

Corporate Governance Report

as a member of the Committee. Consequently, the composition of the Committee is as follows: Mr. M. K. Sharma (Chairman), Mrs. Ireena
Vittal and Mr. Deepak M. Satwalekar (Members).

ii.  Since the appointment of Mr. Deepak M. Satwalekar as member of the Committee, there were three Committee meetings held on July 13,

2020, October 12-13, 2020, and January 12-13, 2021.

3.  Administrative and Shareholders/Investors Grievance Committee:

i.  The Committee was re-constituted during the year as Mrs. Arundhati Bhattacharya resigned and Mr. Deepak M. Satwalekar was appointed
as a member of the Committee. Consequently, the composition of the Committee is as follows: Mr. M. K. Sharma (Chairman), Mr. Deepak M.
Satwalekar and Mr. Rishad A. Premji (Members).

ii.  Since the appointment of Mr. Deepak M. Satwalekar as member of the Committee, there were three Committee meetings held on July 13,

2020, October 12, 2020 and January 12, 2021.

V.  GOVERNANCE
PROCESS

THROUGH

MANAGEMENT

1.  Code of Business Conduct

In the year 1983, we articulated ‘Wipro Beliefs’ consisting
of  six  statements.  At  the  core  of  beliefs  was  integrity,
articulated  as  “individual  and  company  relationship
should be governed by the highest standard of conduct
and integrity”.

Over  years,  this  articulation  has  evolved  in  form  but
remained constant in substance. Today, we articulate it
as Code of Business Conduct.

In  our  Company,  the  Board  and  all  employees  have
a  responsibility  to  understand  and  follow  the  Code
of  Business  Conduct.  All  employees  are  expected  to
perform  their  work  with  honesty  and  integrity.  Wipro’s
Code of Business Conduct reflects general principles to
guide employees in making ethical decisions. This Code
is  also  applicable  to  our  representatives.  This  Code
outlines  fundamental  ethical  considerations  as  well
as  specific  considerations  that  need  to  be  maintained
for professional conduct. This Code has been displayed
on  the  Company’s  website  at  https://www.wipro.com/
investors/corporate-governance/.

Internal Audit
The Company has a robust internal audit function which
has  been  in  place  for  last  4  decades  with  the  stated
vision of “To be the best in class Internal Audit function
globally”. In pursuit of this vision, the function provides
an independent, objective assurance services to value-
add  and  improve  Operations  of  Business  Units  and
processes by:

a)  Financial, Business Process and Compliance Audit

b)  Cyber Defense and Technology Audit

c)  Operations Reviews

d)  Best Practices and Benchmarking

e)  Leadership Development

The function taking cognizance of changes in business
climate  and  technology  risks  has  taken  upon  itself  to
infuse and adopt Technology in its operations.

2.

132

The  Chief  of  Internal  Audit  reports  to  the  Chairman
of  the  Audit,  Risk  and  Compliance  Committee  and
administratively  to  the  Chief  Financial  Officer.  Chief  of
Internal Audit has regular and exclusive meetings with
the Audit, Risk and Compliance Committee.

The  internal  audit  function  is  guided  by  its  charter,  as
approved by the Audit, Risk and Compliance Committee.
The  internal  audit  function  formulates  an  annual  risk
based  audit  plan  based  on  consultations  and  inputs
from  the  Board  and  business  leaders  and  presents
it  to  the  Audit,  Risk  and  Compliance  Committee  for
approval. Findings of various audits carried out during
the financial year are also periodically presented to the
Audit,  Risk  and  Compliance  Committee.  The  internal
audit function adopts a risk based audit approach and
covers core areas such as compliance audits, financial
audits,  technology  audits,  third  party  risk  audits,  M&A
audits, etc.

The  internal  audit  team  comprises  of  personnel  with
professional  qualifications  and  certifications  in  audit
and is rich on diversity. The audit team hones its skills
through  a  robust  knowledge  management  program  to
continuously  assimilate  the  latest  trends  and  skills
in  the  domain  and  to  retain  the  knowledge  gained  for
future  reference  and  dissemination. The  internal  audit
team re-asserts its independence across all its staff.

A key strategic vision of Internal Audit is auditing in the
new  digital  environment “Auditing  Digital  and  Auditing
with Digital”- in line with this, the Internal Audit function
has  actively  adopted  Technology  and  Innovation  to  be
better equipped to carry out audits.

The  function,  which  was  the  first  Indian  Internal  audit
unit  to  get  ISO  certified  in  1998  and  win  International
award  from  Institute  of  Internal  Auditors  (IIA)  in  2002,
was  also  an  early  adopter  of  the  new  ISO  9001:2015
Version.  During  the  year  Internal  Audit  function  is
assessed  to  have  “Met
International  Standards”
prescribed  by  the  Professional  Practice  of  Internal
Auditing  issued  by  “International  Institute  of  Internal
Auditors  (IIA)”  by  external  firm  (KPMG).  Testimony  to
the  functions’  innovation  and  excellence  are  the  IIA
awards  won  in  these  categories  continuously  over  the
last few years.

3.  Disclosure Policy

In  line  with  requirements  under  Regulation  30  of  the
Listing  Regulations,  the  Company  has  framed  a  policy
on  disclosure  of  material  events  and  information
as  per  the  Listing  Regulations,  which  is  available  on
our  website  at  https://www.wipro.com/investors/
corporate-governance/. The objective of this policy is to
have  uniform  disclosure  practices  and  ensure  timely,
adequate  and  accurate  disclosure  of  information  on
an  ongoing  basis.  The  Company  has  constituted  a
Disclosure  Committee  consisting  of  senior  officials,
which  approves  all  disclosures  required  to  be  made
by  the  Company.  Parity  in  disclosures  are  maintained
through  simultaneous  disclosure  on  National  Stock
Exchange of India Limited, the BSE Limited and the New
York Stock Exchange.

4.  Policy for Preservation of Documents

Pursuant  to  the  requirements  under  Regulation  9  of
the Listing Regulations, the Board has formulated and
approved a Document Retention Policy prescribing the
manner  of  retaining  the  Company’s  documents  and
the  time  period  up  to  which  certain  documents  are  to
be  retained.  The  policy  percolates  to  all  levels  of  the
organization  who  handle  the  prescribed  categories  of
documents.

5.  Other Policies

The  Company  has  adopted  an  Ombuds  policy  (vigil
mechanism),  a  policy  for  prevention,  prohibition  &
redressal of sexual harassment of women at workplace,
as  well  as  a  code  of  conduct  to  regulate,  monitor  and
report insider trading. Details of these are provided as
part of the Board’s report.

VI.  DISCLOSURES

1.  Disclosure of Materially Significant Related Party

Transactions

All  related  party  transactions  entered  during  the
financial year were at an arm’s length basis and in the
ordinary  course  of  business.  There  are  no  materially
significant  related  party  transactions  made  by  the
Company  with  Promoters,  Directors,  Key  Managerial
Personnel or other designated persons which may have
a potential conflict with the interest of the Company at
large.

As required under Regulation 23 of Listing Regulations,
the  Company  has  adopted  a  policy  on  Related  Party
Transactions.  The  abridged  policy  on  Related  Party

Transactions  is  available  on  the  Company’s  website  at
https://www.wipro.com/content/dam/nexus/en/
i nv e s to r /c o r p o ra te - go v e r n a n c e /p o l i c i e s - a n d -
guidelines/ethical-guidelines/abridged-policy-for-
related-party-transactions.pdf.

Apart  from  receiving  director  remuneration,  none
of  the  Directors  has  any  pecuniary  relationships  or
transactions  vis-à-vis  the  Company.  During  the  year
2020-21,  no  transactions  of  material  nature  were
entered by the Company with the Management or their
relatives  that  may  have  a  potential  conflict  of  interest
with  the  Company  and  the  concerned  officials  have
given undertakings to that effect as per the provisions
of the Listing Regulations.

The  Register  under Section 189 of  the  Companies Act,
2013 is maintained and particulars of the transactions
have been entered in the Register, as applicable.

2.  Subsidiary Monitoring Framework

All  the  subsidiary  companies  of  the  Company  are
managed  by  their  Boards  having  the  rights  and
obligations  to  manage  these  companies  in  the  best
interest  of  respective  stakeholders.  The  Company
its  representatives  on  the  Board  of
nominates
subsidiary  companies  and  monitors  performance  of
such companies, inter alia, by reviewing:

a)  Financial  statements,

the

investment,

inter-
corporate  loans/advances  made  by  the  unlisted
subsidiary  companies,  statement  containing  all
significant transactions and arrangements entered
by  the  unlisted  subsidiary  companies  forming  part
of  the  financials  being  reviewed  by  the  Audit,  Risk
and  Compliance  Committee  of  the  Company  on  a
quarterly basis.

b)  Minutes  of  the  meetings  of  the  unlisted  subsidiary
companies, if any, are placed before the Company’s
Board regularly.

c)  Providing  necessary  guarantees,  letter  of  comfort
and  other  support  for  their  day-to-day  operations
from time-to-time.

As  required  under  Regulation  16(1)(c)  and  24  of
Listing  Regulations,  the  Company  has  adopted  a
policy  on  determining  “material  subsidiary”  and  the
said  Policy  is  available  on  the  Company’s  website  at
https://www.wipro.com/content/dam/nexus/en/
i nv e s to r /c o r p o ra te - go v e r n a n c e /p o l i c i e s - a n d -
guidelines/ethical-guidelines/abridged-policy-for-
related-party-transactions.pdf.

133

Corporate Governance Report

3.  Details  of  non-compliance  by  the  Company,
penalties, and strictures imposed on the Company
by  Stock  Exchanges  or  SEBI  or  any  statutory
authority, on any matter related to capital markets,
during the last three years.

The  Company  has  complied  with  the  requirements  of
the  Stock  Exchanges  or  SEBI  on  matters  related  to
Capital  Markets,  as  applicable,  during  the  last  three
years. No penalties or strictures have been imposed on
the Company.

4.  Whistle  Blower  Policy  and  affirmation  that  no
personnel have been denied access to the Audit,
Risk & Compliance Committee

As  mentioned  earlier  in  this  report,  the  Company  has
adopted  an  Ombuds  process  which  is  a  channel  for
receiving  and  redressing  employees’  complaints.  No
personnel  in  the  Company  has  been  denied  access
to  the  Audit,  Risk  and  Compliance  Committee  or  its
Chairman.

5.  Transfer  to  Investor  Education  and  Protection

Fund Authority

a)  Pursuant  to  the  provisions  of  Section  124(6)  of  the
Companies  Act,  2013  and  Investor  Education  and
Protection Fund (IEPF) Rules, during the year 2020-21,
an amount of ` 1,255,390 pertaining to unclaimed sale
proceeds of fractional shares arising out of scheme of
arrangement between Wipro Limited, Wipro Enterprises
Limited  (formerly  known  as  Azim  Premji  Custodial
Services Private Limited) and Wipro Trademarks Holding
Limited, was transferred to the IEPF.

b)  Pursuant  to  the  provisions  of  Section  124(6)  of  the
Companies  Act,  2013  and  IEPF  rules,  during  the
year  2020-21,  unclaimed  dividend  for  financial  years
2012-13 and 2013-14 of ` 10,019,025 and ` 6,925,143
respectively,  together  with  an  aggregate  of  227,395
equity shares in respect of which dividend had not been
claimed were transferred to the IEPF.

6.  Disclosures  with  respect  to  demat  suspense
account/unclaimed suspense account (Unclaimed
Shares)

In accordance with Regulation 39 and Schedule VI of the
Listing Regulations, a minimum of three reminders are
sent to shareholders, towards the shares which remain
unclaimed.  In  case  of  non-receipt  of  response  to  the
reminders from the shareholders, the unclaimed shares
are  transferred  to  the  Unclaimed  Suspense  Account.
The  Company  maintains  the  details  of  shareholding
of  each  individual  shareholders  whose  shares  are
transferred to the Unclaimed Suspense Account. When
a claim from a shareholder is received by the Company,
the  shares  lying  in  the  Unclaimed  Suspense  Account

134

are  transferred  after  due  verification  of  documents
submitted by the shareholder.
Further,  the  shares  in  respect  of  which  dividend
entitlements remained unclaimed for seven consecutive
years  are  transferred  from  the  Unclaimed  Suspense
Account  to  IEPF  Authority  in  accordance  with  Section
124(6)  of  the  Companies  Act,  2013  and  rules  made
thereunder.
The  disclosure  as  required  under  Schedule  V  of  the
Listing Regulations is given below for the financial year
2020-21:

Sl.
No.
1.

2.

3.

4.

5.

6.

Particulars

number
and

of
Aggregate
shareholders
the
outstanding  shares  in  the
suspense  account  lying  at
the beginning of the year
Number  of  shareholders
who
the
approached
Company  for  transfer  of
suspense
from
shares
account during the year
Number  of  shareholders
to  whom  shares  were
transferred from suspense
account during the year
Number  of  shares
in
respect  of  which  dividend
remained
entitlements
for
unclaimed
seven
years  and
consecutive
the
transferred
from
Unclaimed
Suspense
Account to the IEPF
of
Aggregate
shareholders
the
outstanding  shares  in  the
suspense  account  lying  at
the end of the year
Voting
these
rights  on
shares shall remain frozen
till  the  rightful  owner  of
such  shares  claim
the
same

number
and

No. of
Shareholders
295

No. of
Shares
271,916

Nil

Nil

Nil

Nil

-

4,920*

295

266,996

Yes

*  Represents  a  portion  of  the  shares  held  by  29  shareholders,
whose  balance  shares  continue  to  remain  in  the  unclaimed
suspense account.

7.  Shareholder Information
Various  shareholder
to  be
disclosed  pursuant  to  Schedule  V  of  the  Listing
Regulations are provided in Annexure I to this report.

information

required

8.  Compliance with Mandatory Requirements

Your  Company  has  complied  with  all  the  mandatory
corporate  governance  requirements  under  the  Listing
Regulations.  Specifically,  your  Company  confirms
compliance  with  corporate  governance  requirements

specified  in  Regulation  17  to  27  and  clauses  (b)  to  (i)
of  Sub-regulation  (2)  of  Regulation  46  of  the  Listing
Regulations.

9. Certificates from Practising Company Secretary

The  certificate  dated  June  9,  2021,
issued  by
Mr. V. Sreedharan, Partner, V. Sreedharan & Associates,
Practising  Company  Secretaries  is  given  at  page  no.
142 of this Annual Report in compliance with corporate
governance  norms  prescribed  under  the  Listing
Regulations.

The  Company  has  received  certificate  dated  June  9,
2021, from Mr. V. Sreedharan, Partner, V. Sreedharan &
Associates, Practising Company Secretaries, confirming
that  none  of  the  Directors  of  the  Company  have  been
debarred  or  disqualified  from  being  appointed  or
continuing  as  director  of  companies  by  the  SEBI/
Ministry  of  Corporate  of  Affairs  or  any  such  authority.
The  certificate  is  given  at  page  no.  143  of  this  Annual
Report.

VII. COMPLIANCE  REPORT  ON  DISCRETIONARY
REQUIREMENTS  UNDER  REGULATION  27(1)  OF
THE LISTING REGULATIONS

1.

The Board
As  per  Para  A  of  Part  E  of  Schedule  II  of  the  Listing
Regulations,  a  non-executive  Chairman  of  the  Board
may be entitled to maintain a Chairman’s Office at the
company’s  expense  and  also  allowed  reimbursement
of expenses incurred in performance of his duties. The
Chairman of the Company is an Executive Director and
hence this provision is not applicable to us.

2. Shareholders rights

Considering the dynamic shareholder demography and
trading on the stock exchanges, as a prudent measure,
we display our quarterly and half yearly results on our
website www.wipro.com and also publish our results in
widely circulated newspapers. We have communicated
the  payment  of  dividend  by  e-mail  to  shareholders  in

addition  to  dispatch  of  letters  to  all  shareholders.  We
publish  the  voting  results  of  shareholder  meetings
and  make  it  available  on  our  website  www.wipro.com,
and  report  the  same  to  Stock  Exchanges  in  terms  of
Regulation 44 of the Listing Regulations.

3. Modified opinion(s) in audit report

The Auditors have issued an unmodified opinion on the
financial statements of the Company.

4. Reporting of Internal Auditor

Reporting of Head of Internal Audit is to the Chairman
of  the  Audit,  Risk  and  Compliance  Committee  and
administratively  to  the  Chief  Financial  Officer. Head  of
Internal Audit has regular and exclusive meetings with
the Audit Committee.

5. NYSE Corporate Governance Listing Standards

The  Company  has  made  necessary  disclosures  in
compliance  with  the  New York  Stock  Exchange  Listing
Standards  and  NYSE  Listed  Company  Manual  on  its
website  https://www.wipro.com/investors/
corporate-governance

Bengaluru
June 9, 2021

Rishad A. Premji
Chairman

Declaration  as  required  under  Regulation  34(3)  and
Schedule V of the Listing Regulations

All  Directors  and  senior  management  personnel  of  the
Company  have  affirmed  compliance  with  Wipro’s  Code  of
Business  Conduct  for  the  financial  year  ended  March  31,
2021.

Bengaluru
June 9, 2021

Rishad A. Premji
Chairman

Thierry Delaporte
Chief Executive Officer and Managing Director

135

SHAREHOLDER INFORMATION

Annual General Meeting

ANNEXURE I

Pursuant to the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the
General Circular No. 20/2020 dated May 5, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular
No. 33/2020 dated September 28, 2020, the General Circular No. 39/2020 dated December 31, 2020 and the General Circular
No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs (“MCA Circulars”), the 75th Annual General
Meeting (“AGM”) for the year ended March 31, 2021 is scheduled to be held on Wednesday, July 14, 2021 at 9 am IST through
Video Conferencing (“VC”).

The Members may attend the 75th AGM scheduled to be held on Wednesday, July 14, 2021, 9 am IST onwards, through VC
or watch the live web-cast at https://www.wipro.com/AGM2021/. Detailed instructions for participation are provided in the
notice of the 75th AGM. The proceedings of the 75th AGM will be available through VC and live web-cast to the shareholders as
on the cut-off date i.e. July 7, 2021.

Annual General Meetings and Other General Body meeting of the last three years and Special Resolutions, if any.

Financial Year
2017-18

2018-19

Date and Time
July 19, 2018
at 4.00 pm
July 16, 2019
at 4.00 pm

2019-20

July 13, 2020
at 9.00 am

Venue
Wipro Campus, Cafeteria
Hall EC-3, Ground Floor,
Opp. Tower 8, No. 72,
Keonics, Electronic City,
Hosur Road,
Bengaluru – 561 229
Meeting held through VC

Special resolutions passed
i.  Re-appointment of Mrs. Ireena Vittal (DIN: 05195656) as Independent

Director of the Company.

i.  Amendments to the Articles of Association of the Company
ii.  Appointment of Mr. Azim H. Premji (DIN: 00234280) as Non-Executive,

Non-Independent Director of the Company

i.  Appointment  of  Mr.  Deepak  M.  Satwalekar  (DIN:  00009627)  as  an

Independent Director of the Company

Details of resolutions passed through postal ballot during Financial Year 2020-21 and details of the voting pattern
The  Company  sought  the  approval  of  shareholders  through  notice  of  postal  ballot  dated  October  13,  2020  for  approval
for  Buyback  of  Equity  Shares  by  way  of  special  resolution. The  aforesaid  resolutions  were  duly  passed  and  the  results  of
postal ballot/e-voting were announced on November 17, 2020. Mr. V. Sreedharan/Ms. Devika Sathyanarayana/Mr. Pradeep
B. Kulkarni, partners of V. Sreedharan & Associates, Practicing Company Secretaries, were appointed as the Scrutinizer to
scrutinize the postal ballot and remote e-voting process in a fair and transparent manner.

Resolution

No. of Votes
Polled

No. of Votes Cast
in Favour

No. of Votes Cast
Against

% of Votes Cast in
Favour on Votes
Polled

% of Votes Cast
Against on Votes
Polled

Approval  for  Buyback  of  Equity
Shares

5,089,856,744

5,078,618,396

11,238,348

99.78

0.22

Procedure for Postal Ballot
The postal ballot is conducted in accordance with the provisions contained in Section 110 and other applicable provisions,
if any, of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014. The
Shareholders are provided the facility to vote either by physical ballot or through e-voting. The postal ballot notice is sent to
shareholders as per the permitted mode wherever applicable. The Company also publishes a notice in the newspapers in
accordance with the requirements under the Companies Act, 2013.

Shareholders  holding  equity  shares  as  on  the  cut-off  date  may  cast  their  votes  through  e-voting  or  through  postal  ballot
during the voting period fixed for this purpose. After completion of scrutiny of votes, the scrutinizer submits his report to the
Chairman and the results of voting by postal ballot are announced within 2 working days of conclusion of the voting period.
The  results  are  displayed  on  the  website  of  the  Company  (www.wipro.com),  and  communicated  to  the  Stock  Exchanges,
Depositories, and Registrar and Share Transfer Agents. The resolutions, if passed by the requisite majority, are deemed to
have been passed on the last date specified for receipt of duly completed postal ballot forms or e-voting.

In view of the COVID-19 pandemic, the MCA permitted companies to transact items through postal ballot as per the framework
set out in Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020
dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31,
2020. In accordance with the aforementioned circulars, e-voting facility was provided to all the shareholders to cast their
votes only through the remote e-voting process as per notice of postal ballot dated October 13, 2020 for approval for Buyback
of Equity Shares.

136

Further, the Company sought the approval of shareholders through notice of postal ballot dated April 15, 2021 for the re-
appointment of Dr. Patrick J. Ennis (DIN: 07463299) and Mr. Patrick Dupuis (DIN: 07480046) as Independent Directors on the
Board of Wipro Limited by way of special resolutions. The aforesaid resolutions were duly passed and the results of postal
ballot/e-voting  were  announced  on June  6,  2021.  Mr.  V.  Sreedharan/Ms.  Devika  Sathyanarayana/Mr.  Pradeep  B.  Kulkarni,
partners of V. Sreedharan & Associates, Practicing Company Secretaries, were appointed as the Scrutinizer to scrutinize the
postal ballot and remote e-voting process in a fair and transparent manner.

Resolution

No. of Votes
Polled

No. of Votes Cast
in Favour

No. of Votes Cast
Against

% of Votes Cast in
Favour on Votes
Polled

% of Votes Cast
Against on Votes
Polled

Re-appointment  of  Dr.  Patrick
J.  Ennis  (DIN:  07463299)  as  an
Independent  Director  of  the
Company

Re-appointment  of  Mr.  Patrick
Dupuis  (DIN:  07480046)  as  an
Independent  Director  of  the
Company

4,905,658,196

4,869,602,676

36,055,520

99.27

0.73

4,905,658,087

4,880,958,490

24,699,597

99.50

0.50

Means of Communication with Shareholders/Analysts
We have established procedures to disseminate, in a planned manner, relevant information to our shareholders, analysts,
employees and the society at large. Our Audit, Risk and Compliance Committee reviews the earnings press releases, Form 20-F
filed with Securities Exchange Commission (SEC) filings and annual and quarterly reports of the Company, before they are
presented to the Board for their approval for release. The details of the means of communication with shareholders/analysts
are given below:

News Releases and
Presentations
Quarterly results

Website

Annual Report

Other Disclosures/Filings

All our news releases and presentations made at investor conferences and to analysts are posted on the
Company’s website at https://www.wipro.com/investors.
Our quarterly results are published in widely circulated national newspapers such as Financial Express
and the local daily Kannada Prabha.
The Company’s website contains a dedicated section for Investors (https://www.wipro.com/investors),
where annual reports, earnings press releases, stock exchange filings, quarterly reports, and corporate
governance  policies  are  available,  apart  from  the  details  about  the  Company,  Board  of  Directors
and Management.
Annual  Report  containing  audited  standalone  accounts,  consolidated  financial  statements  together
with  Board’s  Report,  Corporate  Governance  Report,  Management  Discussion  and  Analysis  Report,
Auditors Report and other important information are circulated to the Members entitled thereto through
permitted mode(s).
Our Form 20-F filed with SEC containing detailed disclosures, along with other disclosures including
Press Releases etc. are available at https://www.wipro.com/investors.

Communication of Results:
Means of Communications
Earnings Calls
Publication of results
Analysts/Investors Meetings/Analyst Day

Number of times during 2020-21
4
4
Details are provided in the MD&A Report forming part of this Annual Report.

Financial Calendar
The financial year of the Company starts from the 1st day of April and ends on 31st day of March of next year. Our tentative
calendar for declaration of results for the financial year 2021-22 are as given below. In addition, the Board may meet on other
dates as and when required.

Quarter Ending
For the Quarter ending June 30, 2021
For the Quarter and half year ending September 30, 2021
For the Quarter and nine months ending December 31, 2021
For the year ending March 31, 2022

Release of Results

Third week of July, 2021
Third week of October, 2021
Third week of January, 2022
Third week of April, 2022

The Register of Members and Share Transfer books will remain closed from Monday, July 12, 2021 to Tuesday, July 13, 2021
(both days inclusive).

137

Fees Paid to Statutory Auditors
The details of total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory
auditor and all the entities in the network firm/network entity of which the statutory auditor is a part, are as follows:

Type of Service
Audit Fees
Tax Fees
Others

Total

                                                            (In ` Mn)

FY 2020-21
83
44
13

FY 2019-20
81
51
17

140

149

Corporate Information
a)  Corporate Identity Number (CIN): L32102KA1945PLC020800
b)  Company Registration Number: 20800
c)  International Securities Identification Number (ISIN): INE075A01022
d)  CUSIP Number for Wipro American Depository Shares: 97651M109
e)  Details of exchanges where Company’s shares are listed in as at March 31, 2021:

Equity shares
BSE Limited (BSE)

Stock Codes
507685

National Stock Exchange of India Limited (NSE)

WIPRO

Address
BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001
Exchange Plaza, C-1, Block G, Bandra Kurla Complex,
Bandra (E), Mumbai – 400 051

American Depository Receipts
New York Stock Exchange (NYSE)

WIT

11 Wall St, New York, NY 10005, United States of America

Notes:
1.  Listing fees for the year 2021-22 has been paid to the Indian Stock Exchanges as on date of this report.
2.  Listing fees to NYSE for the calendar year 2021 has been paid as on date of this report.
3.  The stock code on Reuters is WIPR.NS and on Bloomberg is WPRO:IN

Distribution of Shareholding as on March 31, 2021

March 31, 2021

March 31, 2020

Category
 (No. of Shares)
1-5000
5001- 10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001 & Above

Total

No. of
Shareholders
829,647
3,628
1,936
751
371
261
668
1,329

% of
Shareholders
98.93
0.43
0.23
0.09
0.04
0.03
0.08
0.17

No. of Shares
83,119,655
12,699,508
13,864,634
9,354,600
6,483,397
5,881,802
23,626,382
5,324,108,577

% of Total
Equity

1.52
0.23
0.25
0.17
0.12
0.11
0.43
97.17

No. of
Shareholders
507,272
1,697
1,049
400
240
162
358
703

% of
Shareholders
99.10
0.33
0.20
0.08
0.05
0.03
0.07
0.14

No. of Shares

82,232,977
12,032,833
14,869,292
9,808,813
8,376,285
7,250,873
25,599,263
5,553,187,054

% of Total
Equity

1.44
0.21
0.26
0.17
0.15
0.13
0.45
97.20

838,591

100.00

5,479,138,555

100.00

511,881

100.00

5,713,357,390

100.00

Market Share Price Data
The performance of our stock in the financial year 2020-21 is tabulated below:

2020-21

April
133,037,800

May
151,908,123

June
195,006,806

July
460,217,867

August
195,174,626

September
435,740,889

October
587,943,024

November
148,723,864

December
241,053,563

January
467,630,831

February
225,393,445

March
260,495,775

202.95
09-Apr-20
3,465,831
173.8
21-Apr-20

214.9
29-May-20
30,630,218
178
19-May-20

230
26-Jun-20
19,194,612
206.3
12-Jun-20

290.8
31-Jul-20
16,700,905
218.35
01-Jul-20

287.4
18-Aug-20
12,054,273
268
31-Aug-20

NSE
324.5
21-Sep-20
22,739,047
269
01-Sep-20

381.7
13-Oct-20
36,092,383
312.05
01-Oct-20

361.4
24-Nov-20
10,092,441
332.65
03-Nov-20

390.5
29-Dec-20
11,459,126
346.25
01-Dec-20

467.45
13-Jan-21
29,190,193
385.05
01-Jan-21

451.75
09-Feb-21
29,474,830
408
26-Feb-21

444.3
04-Mar-21
12,963,797
397.75
25-Mar-21

Volume
traded
on NSE

High
Date
Volume
Low
Date

138

Volume

9,043,319

5,743,344

6,209,370

High
Low

High
Low

High

Low

9,889.05
8,055.8

-13.23%
9.03%

-13.50%

7.25%

9,598.85
8,806.75

10,553.15
9,544.35

5.89%
2.42%

-2.93%

9.32%

7.03%
15.90%

9.94%

8.38%

3,952,617

9,257,331

20,571,550

11,794.25
10,882.25

12,293,054
 S&P CNX NIFTY
11,618.1
10,790.2
Wipro Price Movement vis-à-vis Previous Month High/Low (%)
12.91%
0.37%

12,025.45
11,347.05

17.63%
16.00%

-1.17%
22.74%

11,341.4
10,299.6

26.43%
5.84%

S&P CNX Nifty Index vis-à-vis Previous Month High/Low (%)
-1.49%

3.99%

3.51%

5.66%

-0.85%

5.16%

7.47%

7.91%

4,757,798

13,145.85
11,557.4

10,693,567

5,042,336

11,731,941

12,737,129

14,024.85
12,962.8

14,753.55
13,596.75

15,431.75
13,661.75

15,336.3
14,264.4

-5.32%
6.60%

9.32%

1.85%

8.05%
4.09%

6.69%

12.16%

19.71%
11.21%

5.20%

4.89%

-3.36%
5.96%

4.60%

0.48%

-1.65%
-2.51%

-0.62%

4.41%

ADS Share Price during the Financial Year 2020-21
August
May

June

April

July

September

October

November December

January

February

March

3.4

3.36

3.32

4.34

4.33

4.76

4.9

5.17

5.67

6.36

6.24

6.42

8,529.46

8,672.52

8,851.62

9,354.97

9,909.38

9,594.92

9,298.03

10,382.02

10,720.47

10,541.65

10,900.66

10,941.79

8.28%

-1.18%

-1.19%

30.72%

-0.23%

9.93%

2.94%

5.51%

9.67%

12.17%

-1.89%

2.88%

8.04%

1.68%

2.07%

5.69%

5.93%

-3.17%

-3.09%

11.66%

3.26%

-1.67%

3.41%

0.38%

Wipro ADS price in
NYSE during each
month closing

NYSE TMT index
during each month
closing

Wipro ADS Price
Movement (%)
vis-à-vis Previous
month Closing

NYSE TMT Index
movement (%)
vis-à-vis Previous
month closing

Performance  of  Wipro  equity  shares  relative  to  the  SENSEX  and  NYSE  Composite  index  during  the  period
April 1, 2020 to March 31, 2021 is given in the following chart:

250
240
230
220
210
200
190
180
170
160
150
140
130
120
110
100
90
80
70

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p
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3

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-
r
a
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-
7
2

Wipro

Sensex

NYSE Composite Index

139

Other Disclosures
Description of Voting Rights
Dematerialisation of Shares and Liquidity
Outstanding ADR/GDR/Warrants or any
other Convertible instruments, Conversion
Date and Likely Impact on Equity
Commodity Price Risk or Foreign Exchange
Risk and Hedging Activities

Credit Ratings

Plant Locations

All our equity shares carry voting rights on a pari-passu basis.
99.85% of outstanding equity shares have been dematerialized as at March 31, 2021.

The Company has 2.61% of outstanding ADRs as on March 31, 2021.

The  Company  had  no  exposure  to  commodity  and  commodity  risks  for  the  financial  year
2020-21.  For  Foreign  exchange  risk  and  hedging  activities,  please  refer  Management
Discussion and Analysis Report for details.
The ICRA Committee of ICRA has reaffirmed the long-term rating for lines of credit of Wipro
Limited at [ICRA]AAA. The Outlook on the long-term rating is stable. The Rating Committee
of ICRA has also re-affirmed the short-term rating at [ICRA]A+. Fitch Ratings has assigned
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDR) and foreign-currency
senior unsecured rating of ‘A-’. Standard & Poor has also assigned a rating of A-. The Outlook
is Stable.
The Company has various offices in India and abroad. Details of these locations as on March
31, 2021 are available on our website www.wipro.com.

Registrar and Transfer Agents
Company’s  share  transfer  and  related  activities  are
operated  through  its  Registrar  and  Share  Transfer  Agents:
KFin Technologies Private Limited, Hyderabad.

Share Transfer System
In  accordance  with  the  proviso  to  Regulation  40(1)  of  the
Listing  Regulations,  effective  from  April  1,  2019,  transfers
of shares of the Company shall not be processed unless the
shares 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.

Investor Queries and Grievances Redressal
Shareholders  may  write  either  to  the  Company  or  the
Registrar  and  Transfer  Agents  for  redressal  of  queries  and
grievances. The address and contact details of the concerned
officials are given below.

Overseas Depository for ADSs - J.P. Morgan Chase Bank N.A.
383 Madison Avenue, Floor 11 New York, NY10179
General: +1 800 990 1135
From outside the U.S.: +1 651 453 2128
Tel: +1 212 552 8926 New York
E-mail: drx_depo@jpmorgan.com

Indian Custodian for ADSs
India Sub Custody
Office  Address:  J.P.  Morgan  Chase  Bank,  N.A.  Mumbai
Branch,  Paradigm  B-Wing,  6th  Floor,  Mindspace,  Malad  (W),
Mumbai - 400 064
Phone: +91 022 6649 2515 | F: +91 022 6649 2509
The e-mail address and contact details for all service related
queries is: india.custody.client.service@jpmorgan.com

Contact Persons:
Rohit Keer- E-mail id: rohit.a.keer@jpmchase.com,
Nekzad Behramkamdin- E-mail id: nekzad.behramkamdin@
jpmorgan.com
Nayan Vyas- E-mail id: nayan.x.vyas@jpmorgan.com

Registrar and Share Transfer Agents
KFin Technologies Private Limited, Unit: Wipro Limited,
Selenium Tower B, Plot 31 & 32, Financial District,
Nanakramguda, Serilingampally Mandal,
Hyderabad - 500 032, Telangana.
Toll Free No.: 1800 3454 001 Phone: (040) 7961 1000

Contact Person:
Mr. B. Srinivas- e-mail id: srinivas.b@kfintech.com
Ms. Rajitha Cholleti- e-mail id: rajitha.cholleti@kfintech.com
Shareholders Grievance can also be sent through e-mail  to the
following  designated  e-mail  id:  einward.ris@kfintech.com.

Web-Based Query Redressal System
Members may utilize this facility extended by the Registrar &
Transfer Agents for redressal of their queries.

Please  visit  https://karisma.kfintech.com  and  click  on
“investors” option for query registration through free identity
registration  to  log  on.  Investor  can  submit  the  query  in
the  “QUERIES”  option  provided  on  the  website,  which  will
generate  the  grievance  registration  number.  For  accessing
the  status/response  to  your  query,  please  use  the  same
number  at  the  option  “VIEW  REPLY”  after  24  hours.  The
investors can continue to put additional queries relating to
the case till they are satisfied.

140

Shareholders can also send their correspondence to the Company with respect to their shares, dividend, request for annual
reports and shareholder grievances. The contact details are provided below:

Mr. M. Sanaulla Khan
Vice President and Company Secretary
Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru - 560 035
Mr. G. Kothandaraman
General Manager, Finance
Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru - 560 035

Ph: +91 80 28440011 (Extn: 226185)
Fax: +91 080 28440054
E-mail: sanaulla.khan@wipro.com
Ph: +91 80 28440011 (Extn: 226183)
Fax: +91 080 28440054
E-mail: kothandaraman.gopal@wipro.com

Analysts  can  reach  our  Investor  Relations  Team  for  any  queries  and  clarification  on  Financial/Investor  Relations  related
matters:

Ms. Aparna C. Iyer
Vice President, Finance
Corporate Treasurer and Investor Relations
Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru - 560 035

Mr. Abhishek Kumar Jain
General Manager
Investor Relations
Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru - 560 035

Ph: +91 80 28440011 (Extn: 226186)
Fax: +91 80 28440054
E-mail: iyer.aparna@wipro.com

Ph:  +91-80-6142 6143
Fax: +91 80 28440054
E-mail: abhishekkumar.jain@wipro.com

Due to the ongoing COVID-19 pandemic, majority of our staff is working from home. In case of any queries, stakeholders are
requested to write to the above mentioned Email IDs for a quicker response.

141

Corporate Governance Compliance Certificate

Corporate Identity Number: L32102KA1945PLC020800
Nominal Capital: ` 2527.40 crores

To the Members of
Wipro Limited
Doddakannelli, Sarjapur Road,
Bengaluru – 560035

We  have  examined  all  the  relevant  records  of  Wipro  Limited  (“Company”)  for  the  purpose  of  certifying  compliance  of  the
conditions of the Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
for the financial year ended March 31, 2021. We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of certification.

The compliance of conditions of corporate governance is the responsibility of the Management. Our examination was limited
to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the
corporate governance.

This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.

In our opinion and to the best of our information and according to the explanations and information furnished to us, we certify
that the Company has complied with all the mandatory requirements of Corporate Governance as stipulated in Schedule II of
the said Regulations. As regards Discretionary Requirements specified in Part E of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has complied with items C and E.

For V. SREEDHARAN & ASSOCIATES
Company Secretaries

(V. Sreedharan)
Partner
FCS: 2347; CP No. 833

Bengaluru
June 9, 2021

UDIN: F002347C000436627

NOTE:  Due  to  the  ongoing  Covid-19  pandemic,  we  have  conducted  online  verification  and  examination  of  records,  as  facilitated  by  the
Company for the purpose of issuing this Certificate.

142

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015]

To,
The Members of
WIPRO LIMITED
Doddakannelli, Sarjapur Road,
Bengaluru- 560035

We  have  examined  the  relevant  registers,  records,  forms,  returns  and  disclosures  received  from  the  Directors  of
WIPRO  LIMITED,  having  CIN  L32102KA1945PLC020800  and  having  registered  office  at  Doddakannelli,  Sarjapur  Road,
Bengaluru- 560035 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing
this  Certificate,  in  accordance  with  Regulation  34(3)  read  with  Schedule  V  Para-C  Sub-clause  10(i)  of  the  Securities  and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and
its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year
ending  on March 31, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA), or any such other Statutory
Authority.

Details of Directors:

Sl. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.

Name of Director

Mr. Azim Premji Hasham
Mr. Mahendra Kumar Sharma
Mr. William Arthur Owens
Mr. Rishad Premji Azim
Mrs. Ireena Vittal
Mr. Patrick John Ennis
Mr. Patrick Lucien Andre Dupuis
Mr. Deepak Madhav Satwalekar
Mr. Thierry Delaporte

DIN
00234280
00327684
00422976
02983899
05195656
07463299
07480046
00009627
08107242

Date of appointment in the
Company
01/09/1968
01/07/2011
01/07/2006
01/05/2015
01/10/2013
01/04/2016
01/04/2016
01/07/2020
06/07/2020

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion based on our verification. This certificate is neither an assurance
as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the Company.

For V. SREEDHARAN & ASSOCIATES
Company Secretaries

(V. Sreedharan)
Partner
FCS: 2347; CP No. 833

Bengaluru
June 09, 2021

UDIN: F002347C000436638

NOTE:  Due  to  the  ongoing  Covid-19  pandemic,  we  have  conducted  online  verification  and  examination  of  records,  as  facilitated  by  the
Company for the purpose of issuing this Certificate.

143