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REPORT ON CORPORATE GOVERNANCE

Securities and Exchange Board of India (SEBI) has at its meeting held on January 25, 2000 considered the recommendations of the Kumaramangalam Birla Committee on Corporate Governance and decided to implement the recommendations through an amendment to the Listing Agreement of companies listed with the stock exchanges. Over the years Wipro has shown a commitment towards effective corporate governance and has always been at the forefront of benchmarking its internal systems and policies with global standards. Consistent with this commitment, Wipro believes that it needs to show a great degree of responsibility and accountability. We are happy to inform you that our company’s existing practices and policies are significantly in conformity with the requirements stipulated by SEBI. Given below is a Report on Corporate Governance in Wipro Limited. I BOARD OF DIRECTORS

A

The Board of Directors of the company shall have an optimum combination of executive and non-executive directors with not less than fifty per cent of the Board of Directors comprising of non executive directors. In case the company has an executive chairman, at least half of the Board should comprise of independent directors.
The details of the Directors on the Board of your Company are given below; a. PROMOTER DIRECTOR Date of Appointment Designation No. of meetings held during the last financial year 4 No. of meetings attended Number of memberships in Boards of other Companies 15

Name

Azim H Premji

September 1968

Chairman and Managing Director

4

b.

EXECUTIVE DIRECTORS Date of Appointment Designation No. of meetings held during the last financial year No. of meetings attended Number of memberships in Boards of other Companies Nil 1 Nil

Name

P.S. Pai Arun K. Thiagarajan Vivek Paul

January 1999 January 1999 July 1999

Vice Chairman Vice Chairman Vice Chairman

4 4 4

4 4 3*

* attended all meetings after he came on the Board c. INDEPENDENT NON EXECUTIVE DIRECTORS Date of Appointment Designation No. of meetings held during the last financial year No. of meetings attended Number of memberships in Boards of other Companies 6 10 Nil 2 7

Name

Hamir K. Vissanji N. Vaghul B.C. Prabhakar Jagdish N. Sheth Ashok Ganguly

September 1956 June 1997 February 1997 January 1999 January 1999

Director Director Director Director Director

4 4 4 4 4

4 4 4 3 4

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450 300.d.100. sufficient and credible l Recommending the appointment and removal of external auditor. with Mr. Vissanji as Chairman.032 314. Mr. III REMUNERATION OF DIRECTORS A The remuneration of the non executive directors shall be decided by the Board of Directors. B Appropriate disclosures on the remuneration of directors has to be made in the section on the corporate governance of the Annual Report.000 900.) 7.484 (Rs.835 526.699.875 421.560. Nachiket Mor are members of the Audit Committee. The current Charter of the Audit Committee is in line with international best practices and the regulatory changes formulated by SEBI and the listing agreements with the stock exchanges on which we are listed.979. Details of such fees are given at Serial No. None of the non-executive directors of the Company have any pecuniary relationship or transactions with the Company other than fees paid for professional services rendered by them. II AUDIT COMMITTEE A qualified and independent Audit Committee shall be set up having a minimum of three independent non executive directors as members.000 25.S. The role of the Audit Committee shall include the following. l Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct.000 13.000 1.359 75. *** will be paid in 2000-01 for the preceding year 15 . N.575 P.750 1.) 1.500 (Rs.425. Mr.113.530.943.959. ** employed upto August 7.500 2. Given below are the details of actual payments made during the financial year 1999-2000 to the Directors of the Company. NOMINEE DIRECTOR Date of Appointment Designation No.950. Pension) Number of stock options granted 2.200 Ashok Soota** (Rs. Vaghul and Mr. Vissanji.000 3. the company should be disclosed in the Annual Report.) Basic Salary Allowances Commission and Incentives Deferred Benefits (including PF.) 1. Currently. of meetings held during the last financial year No. The remuneration of the non executive directors of our Company are decided by the Board of Directors of the Company.III B(b) of this report. Hamir K. Figures mentioned above are Rupee equivalent – as amounts are paid in US Dollars. 1999.518 1. a) PROMOTER AND EXECUTIVE DIRECTORS Azim H Premji (Rs.489.000 - - * employed from July 1999. Meetings of the Audit Committee are attended by all members.818*** - 15.583. Pai Vivek Paul* Arun K Thiagarajan (Rs.000 6. fixation of audit fee and also approval for repayment for any other services l Reviewing with management the annual financial statements before submission to the Board Our Company has had an Audit Committee since 1987.) 629. of meetings attended Number of memberships in Boards of other Companies 2 Name Nachiket Mor November 1996 Director 4 2 B All pecuniary relationship or transactions of the non executive directors vis a vis.000 3.

B.00. 4. C.11. Non Executive Directors – Professional Fees paid during the last financial year Four of our non executive directors are paid professional fees as detailed hereunder. The current Charter of the Compensation and Benefits Committee is in line with international best practices and the regulatory changes formulated by SEBI and the Listing Agreements with the stock exchanges on which we are listed. and Air India Limited. since January 1995. Mr. Sheth Rs. N. Vaghul is also a Director of Mahindra and Mahindra Ltd. interest subsidy on housing loan. V MANAGEMENT A Management discussion and analysis report shall form part of the Annual Report to the shareholders Sent separately as an annexure to the Annual Report.b) In addition. B Disclosures must be made by the management to the Board relating to all material financial and commercial transactions. per year Rs. per year Rs. with a maximum time gap of four months between any two meetings. Mr Vissanji has been Chief Executive Officer of BMD Chemicals Pvt Ltd.000/- * Figures mentioned above are Rupee equivalent – as amounts are paid in US Dollars.B. 1999 and January 21. The company further agrees that a director shall not be a member in more than 10 committees or act as chairman of more than five committees across all companies in which he is a director.L.C. We hold a minimum of four Board meetings every year. Narayan Vaghul has been our Director since June 1997. Mr Prabhakar does not hold directorship in any other company. Vissanji has been our Director since September 1956. IV BOARD PROCEDURE A. Vaghul as the Chairman. From 1985 till date. Prabhakar as members. Prabhakar Rs. 4. 2000. Hamir K. Mr Prabhakar holds a Bachelor of Arts in Political Science and Sociology and an L. the above Directors are entitled to rent free furnished residential accommodation or house rent allowance. Vaghul and Mr. Prabhakar has been as our Director since February 1997. Nicholas Piramal India Ltd. Mr. Mr Vaghul has had a long and distinguished career as a banker. that may have a potential conflict with the interest of the Company at large. as per Company policy. During the last financial year. Ashok Ganguly Rs. The Board of Directors of a company shall meet at least four times a year. l a brief resume of the director l nature of his expertise in specific functional areas l names of companies in which the person also holds the directorship and the membership of committees of the Board The relevant information relating to the Directors who would be re-appointed at the ensuing Annual General Meeting to be held on July 27. leave travel concession. 16 . VI SHAREHOLDERS A In the case of appointment of a new director or re-appointment of a director. club fees.16.250/-* Professional fees Rs. Mr. Mr.. B. COMPENSATION AND BENEFITS COMMITTEE Currently. from Mysore University.00.00. None of the Directors of our Company is a member in more than 10 committees or act as chairman of more than five committees across all companies in which he is a director. personal accident insurance. Hamir K. Mr Vaghul has been Chairman of The Industrial Credit and Investment Corporation of India Limited. July 29. 1999 October 29. 8. with Mr. Vissanji holds a Masters in Commerce from Bombay University. our Company’s Compensation and Benefits Committee has Mr.000/Dr. Periodical disclosures of this requirement are made by the management from time to time. the shareholders must be provided with the following information. our Board met on April 30.C. 1999. Vaghul holds a B. Commerce in Banking from Madras University. etc. Jagdish N. where they have personal interest. 2000 are given below: B. reimbursement of medical expenses. fully maintained company car with driver. Vaghul Rs.000/N. per year Rs. Vissanji. Mr Vaghul had worked with Central Bank of India as Executive Director from 1978 to 1981 and Bank of India as Chairman & Managing Director from 1981 to 1984. per year B.

Financial Calender : April 1 to March 31. 17 . J. Premji and Mr.menon@wipro. The Registrar and Share Transfer Agents process share transfers within 10 days of date of lodgement in the case of shares held in physical form. Satish Menon. D The Board of the company shall delegate the power of share transfer to an officer or a committee or to the registrar and share transfer agents so as to expedite the process of share transfers. 2000 for payment of interim dividend. Suresh C. C A Board committee under the chairmanship of a non executive director shall be formed to specifically look into the redressing of shareholder and investors’ complaints like transfer of shares. Corporate Executive Vice President – Finance. In addition to transfer of shares. 1999 December 13. 2000. non receipt of declared dividends. Senapaty.e. 2000 obtained from our statutory Auditors M/s N M Raiji & Co. Azim H.e. Company Secretary and Corporate Counsel on all legal and secretarial matters. 1999 X At this meeting. 2000 to May 31. Their contact details are given below: Name S C Senapaty J Shankar Satish Menon IX GENERAL BODY MEETINGS During the last three years.m. The meetings were held at 4. The certificate dated May 25. 8440104 8440051 8440051 GENERAL SHAREHOLDERS INFORMATION The following information would be useful to our shareholders: (a) (b) (c) (d) (e) As indicated in the Notice to our shareholders. VII COMPLIANCE A certification shall be obtained from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated and the same sent to shareholders along with the directors’ report which is sent annually to all shareholders of the company. Corporate Treasurer on financial matters and Mr.com and www. the Annual General Meeting of the Company will be held on July 27. B.com We also regularly provide information to the stock exchanges as per the requirements of the Listing Agreements and update our websites periodically to include information on new developments and business opportunities of the Company. This committee shall be designated as ‘shareholders/investors grievance committee’ We have an Administrative Committee of the Board of Directors with Mr. Our Quarterly and Half-yearly results are displayed on the following web-sites i. At the Extraordinary General Meeting. Telephone Number 8440011-Extn 113 8440055 (Direct) 8440011-Extn 170 8440079 (Direct) 8440011-Extn 180 8440078 (Direct) Email id suresh.30 p.jaganathan@wipro. our Annual General Meetings have been held either at the Rotary Club Hall or The Oberoi. Date of book closure : May 24.wipro. www. The Stock Exchange. The time and venue of the meeting is as indicated in the Notice. C. etc. Shankar. Resolutions are generally passed on a show of hands. shareholders can contact Mr. is given at page No. Prabhakar as members. Mr Arun K Thiagarajan and Mr B C Prabhakar.com satish. Attendance at AGMs and EGMs during the last financial year: July 29. The interim dividend is also being recommended as the final dividend for the year 1999-2000.senapaty@wipro.19 of the Annual Report. this Committee will also look into redressal of shareholder and investor complaints. presentation made by companies to analyst shall be put on Company’s website. Listing on Stock Exchanges: The shares of the Company are listed on five stock exchanges in India i.com shankar.B All information like quarterly result.com Fax No. Dividend payment date : Our company paid interim dividend to all the shareholders on May 31. three Directors were present viz Mr Azim H Premji. In addition. all the Directors were present except one.wiproindia. 2000. non receipt of balance sheet. VIII COMPLIANCE OFFICER The name and designation of the Compliance Officer of the Company is Mr.

19 of the Annual Report. KSSIDC Multistoried Complex. Bangalore 560 095 . Serilingampalli Mandal. To the best of knowledge of the Company. Haryana P O Box No.64. Tamil Nadu 603 202 Plot No. 2000. of shareholders 31790 881 531 235 102 86 178 346 34149 Percentage No. Fax: (91-80) 8440051.4 Anthrasanahalli Industrial Area. Begumpet. Hebbal Industrial Area. We received 27 shareholder complaints during the last quarter of the financial year. Hosur Main Road. Mysore 570 016 Members can contact us at our registered office: Wipro Limited. Hindupur 515 211 Plot No.69 0.Mumbai. Information Technology Park. Hyderabad 500 033 . Bangalore 560 035. (n) Our manufacturing facilities are located at . Sector 18. etc. Doddakannelli. Whitefield. Panchayat Road. Block A. Metagalli Industrial Area. Pondicherry 605 009 9B-10A. Chennai 600 096 . Bangalore. 120/1 Vellacheri.25 0. Basappa Complex. Section 20. Bangalore 560 095 .58 1. Phase-1. Bangalore 560 068 . S B Towers.. Gurgaon 122 015 . Mysore 571 186 A-28.30 0. 8. Aurangabad 431 136 We have our Software Technology Parks in India located at: 88. Mission Road. A2&A3. 51/2 Vanilvilas Road.17 0.27 0. 1-8448. Karvy Consultants are our Registrars and Share Transfer Agents. Electronics City. Telephone: (91-80) 8440011. and Cochin Stock Exchange Ltd. S R Nagar. Sarjapur Road. Guindy. Bangalore Stock Exchange Ltd. Bangalore 560 058 226C/226D. M G Road. K-312. Opposite National College. S P Road. 6610147 In respect of transfer of shares. APIIC. (m) As of date. 685/2B&685/2C.31 0. V Block. Amalner 425401. 111. Excel Apartments. Hootagalli Industrial Area. (p) 18 . STP Complex. Mount Road.57 97. Bangalore 560 025. Bangalore 560 001. Thattanchavady Industrial Estate. Phase III. Secunderabad 500 003 . Madhavpur. 147. 37. Dist.55 0. Surya Towers E Block. 7th Main Block. Sharada Arcade.01 100 1143776 715261 803199 623105 368982 396529 1310126 223795372 229156350 0.09 2.4311. 49/1A Lavelle Road. Bangalore 560 001 . Performance in comparison to broad based indices such as BSE Sensex. of shares Percentage 1. Bommanahalli.Survey Nos. Basavangudi. Keonics Electronics City. Telephone: (080) 6613400.50 0.Jalgaon. low during each month in last financial year. shareholders are advised to contact Karvy Consultants Limited directly. Secunderabad . Tumkur 572 106 L-8. Lakshmi Buildings. Castle Street. As of May 24. Satara Road. Pune 411 037 .52 1. The information is given at page No. these complaints were solved to the satisfaction of the shareholders. Sri Chamundi Complex. 1st Main. Block III. Mumbai Market Price Data: High. Guduvanchery. Udyog Vihar. Gurgaon. Industrial Development Area. National Stock Exchange of India Ltd. Madiwala. we have no outstanding convertible instruments. Koramangala.. Mysore 570 016.480-481. Peenya Industrial Area. Bangalore 560 068 . Bangalore. Koramangala. 105.500 501-1000 1001-2000 2001-3000 3001-4000 4001-5000 50001-10000 Above 10001 Total (l) 93. Madiwala-II. 271-271A. Mysore Pondicherry Peenya Hindupur Gurgaon Amalner Guduvancherry Tumkur Waluj (o) 312. 201. Hosur Main Road. (f) (g) (h) (i) (j) (k) Stock Code – 7685 in The Stock Exchange. the distribution of our shareholding was as follows: Category No. T K N Complex. MIDC.16 0.Bangalore .66 100 Dematerialisation of shares: Over 95% of the outstanding shareholding of the Company have been dematerialised. Waluj. 30. Mumbai. Sri Ganesh Complex. 26. Chennai . 2nd Floor. Bangalore 560 027 . Koramangala Industrial Layout.12. Interop Solutions. Stock Exchange-Ahmedabad. 105 S P Road.35 0. Their contact details are: Karvy Consultants Limited. Plot No. A-314.

the statutory auditors of Wipro Ltd.Monthly high Wipro BSE Index Apr-99 May-99 Jun-99 Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Jan-00 Feb-00 Mar-00 May99 WIPRO SHARE PRICE IN BSE High Low Apr-99 May-99 Jun-99 Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Jan-00 Feb-00 Mar-00 810 998 885 1070 1115 1410 1544 1325 2625 4436 9800 7667 633 730 783 806 945 1350 1070 998 1252 2400 4012 4240 BSE SENSEX DURING EACH MONTH High Low Apr-99 May-99 Jun-99 Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Jan-00 Feb-00 Mar-00 3785 4197 4678 4810 4966 4871 5151 4770 5668 6151 5829 5543 31.83 3876 3830 4463 4480 4514 4267 4209 5184 5128 4867 4432 WIPRO PRICE MOVEMENT High Low SENSEX MOVEMENT High Low 23% -11% 21% 4% 26% 10% -14% 98% 69% 121% -22% 15% 7% 3% 17% 43% -21% -7% 26% 92% 67% 6% 11% 11% 3% 3% -2% 6% -7% 19% 9% -5% -5% 22% -1% 17% 0% 1% -5% -1% 23% -1% -5% -9% Share Price of Wipro has been retroactively restated for the 5:1 stock split effected in October 1999. have reviewed the steps taken by the management of the Company to implement requirements of the said clause. Chartered Accountants Place : Mumbai Dated : May 25.M. GANDHI) Partner 19 . 2000 issued by the SEBI in respect of incorporation of new clause 49 in the listing agreement for corporate governance. RAIJI & CO. (the Company). the Company has complied with the mandatory requirements specified in the said clause. 2000 (J. We. The company has taken steps to comply with the above requirements in the year 2000-2001. On the basis of our view. AUDITORS’ CERTIFICATE We refer to circular dated 21 February.Share price of Wipro and BSE index . in our opinion.M. other than those stated below: l Setting up of a board committee to look into redressing of shareholder and investor complaints. For N.