Wep Solutions Limited Sd/- Sujata Pratik Shaha Company Secretary and Compliance Officer Contact No : 8861444452
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wa,p Ref No. WSL/BSE/AGM/03/2020 13th October 2020 To, The General Manager, Department of Corporate Services, Bombay Stock Exchange Limited, P.J. Towers, Dalal Street, Mumbai 400 001. Dear Sir/Madam, Sub: Notice of 25th Annual General Meeting and Annual Report 2019-20. Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended Scrip Code: 532373 - WEPSOLN Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015 as amended, please find enclosed herewith a copy of the Annual Report for the Financial Year 2019-20 along with the Notice of the 25th Annual General Meeting of the Company scheduled on 6th November 2020 at 3.00 PM through video conference and other audio visual means (VC). The Annual Report for the Financial Year 2019-20 and the Notice of the 25th Annual General Meeting is uploaded on the website of the Company at www.wepsolutions.co.in . Kindly take the above information on record and update your website for the information of our shareholders and investors. Regards, For WeP Solutions Limited Sd/- Sujata Pratik Shaha Company Secretary and Compliance Officer Contact No : 8861444452 Encl: As above. WeP Solutions Limited Regd. Office: Basappa Complex, 40/1A, Lavelle Road, Bangalore - 560001 Tel: 91-80-66112000/01. Fax: 91-80-66112242 CIN :- L72200KA1995PLC025617, Email: [email protected] www.wepsolutions.co.in WeP Solutions Limited CIN: L72200KA1995PLC025617 Regd. Office: 40 /1A, Basappa Complex, Lavelle Road, Bengaluru 560 001 NOTICE Dear Member, Notice is hereby given that the 25th Annual General Meeting of the members of WeP Solutions Limited (“the Company”) to be held on 6th November 2020 at 3.00 PM through video conference and other audio visual means (VC). The Notice of the meeting, containing the business to be transacted, is enclosed herewith. As per Section 108 of the Companies Act, 2013, (‘the Act’) read with the related Rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the Financial Year ended 31st March, 2020 and the Report of the Board of Directors and Auditors thereon - Ordinary Resolution. 2. To re-appoint, Dr. A L Rao, who retires by rotation at this meeting and being eligible, offers himself for re-appointment - Ordinary Resolution. SPECIAL BUSINESS: 3. Re-appointment of Shankar Jaganathan (DIN: 02121024) as an Independent Director of the Company for a Second term of 5 consecutive years. To consider and if thought fit, to pass with or without modification(s), the following Resolution as Speciala Resolution “RESOLVED THAT pursuant to provisions of Sections 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and those contained in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Shankar Jaganathan (DIN: 02121024) Independent Director of the Company who has submitted a declaration under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations that he meets the criteria for independence as provided in the Act and the Listing Regulations and who is eligible for being re-appointment, be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of five (5) consecutive years with effect from 27th August 2020. “RESOLVED FURTHER THAT any of the Director and/or the Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto” 4. Appointment of Sandeep Kumar Goyal (DIN: 03023842) as Executive Director designated as Whole Time Director of the Company. To approve appointment of Sandeep Kumar Goyal (DIN: 03023842) as Executive Director designated as Whole Time Director and in this regard, to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT in accordance with the provisions of Section 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 (including any statutory modification(s)thereof, for the time being in force) and Clauses of Articles of Association of the Company as amended, Sandeep Kumar Goyal (DIN: 03023842), be and is hereby appointed as the Whole Time Director of the Company for a period of five years with effect from 1st July 2020 on such terms and conditions as set out in the Statement annexed to the notice convening the meeting, with the liberty - 1 - given to the Board of Directors to alter and vary terms and conditions of the said appointment and/or remuneration in such manner as may be agreed to by and between the Company and Sandeep Kumar Goyal provided however, such alteration are within the maximum limits laid down in the Companies Act, 2013 for the time being in force.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters, things as may be deemed fit for the purpose of giving effect to the above resolution.” “RESOLVED FURTHER THAT Company Secretary or any one of the Director be and hereby authorized to file the necessary e-forms with the Registrar of Companies, Karnataka / Ministry of Corporate Affairs.” By Order of the Board of Directors For WeP Solutions Limited Place: Bengaluru Sujata Pratik Shaha Date: 14th September 2020 Company Secretary Registered Address: 40/1 A Basappa Complex, Lavelle Road, Bengaluru 560 001 NOTES: An explanatory statement pursuant to Section 102 (1) of the Companies Act, 2013 in respect of the special business is annexed hereto. Pursuant to the General Circular numbers 20/2020, 14/2020, 17/2020 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since the AGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies by the members will not be available. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 (“the Act”). Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company or upload on the VC portal / e-voting portal. In compliance with Section 108 of the Act, read with the corresponding rules, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), as amended the Company has provided a facility to its members to exercise their votes electronically through the electronic voting (“e-voting”) facility provided by the National Securities Depository Limited (NSDL). Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions for e-voting section which forms part of this Notice. The Board has appointed Vinay B L, Practicing Company Secretary, as the Scrutinizer to scrutinize the e-voting in a fair and transparent manner. The e-voting period commences on 1st November 2020 (9:00 AM) and ends on 5th November 2020 (5:00 PM) During this period, members holding shares either in physical or dematerialized form, as on cut-off date, i.e. as on 29th October 2020 may cast their votes electronically. The e-voting module will be disabled by NSDL for voting thereafter. A member will not be allowed to vote again on any resolution on which vote has already been cast. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. as on 29th October 2020. - 2 - The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM. Any person who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected].