Wipro Ltd 6-K, filed Nov 19, 2020
Wipro Ltd (WIT)
About this 6-K
Wipro Ltd filed this 6-K on November 19, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report ofForeign Private Issuer
Pursuant to Rule 13a-16 or15d-16
under the Securities Exchange Act of 1934
For the month of November 2020
Commission File Number 001-16139
Wipro Limited
(Exactname of Registrant as specified in its charter)
NotApplicable
(Translation of Registrant’s name into English)
Karnataka, India
(Jurisdiction of incorporation or organization)
Doddakannelli
SarjapurRoad
Bangalore, Karnataka 560035, India+91-80-2844-0011
(Address of principal executiveoffices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F ☑ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☑
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☑
**Note:**Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
RESULTS OF POSTAL BALLOT AND ANNOUNCEMENT OF RECORD DATE
Wipro Limited, a company organized under the laws of the Republic of India (the “Company”) hereby furnishes the Commission with copies of the following information concerning the matters voted by the shareholders through postal ballot by remote electronic voting (“e-voting”) and the record date for the proposed buyback of shares of the Company. The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On November 17, 2020, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange of the results of the postal ballot through e-voting. A copy of such letter to the stock exchanges is attached to this Form 6-K as Item 99.1. The resolution was approved by the requisite majority of the shareholders and the votes cast for and against are described in the attached letter.
The following is a brief description of the matter voted upon by the members of the Company through postal ballot by e-voting:
| • | Approval of the buyback of up to 23,75,00,000 (Twenty Three Crores Seventy Five Lakhs only) fully paid-up equity shares of the Company at a price of Rs. 400/- per equity share payable in cash for an aggregate amount of up to Rs. 95,00,00,00,000/- (Rupees Nine Thousand Five Hundred Crores only), which constitutes<br>20.95% and 18.04% of the fully paid-up equity share capital and free reserves as per the last audited standalone and consolidated balance sheet, respectively, of the Company as at September 30, 2020.<br> |
|---|
As per the Indian Companies Act, 2013, read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020 and General Circular No. 33/2020 dated September 28, 2020 issued by the Ministry of Corporate Affairs, the Company provided its shareholders the ability to cast their votes by e-voting for the resolution. The e-voting period commenced on October 18, 2020 and ended on November 16, 2020.
On November 18, 2020, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange that the Company has fixed Friday, December 11, 2020 as the record date for the purpose of determining the entitlement and the names of the equity shareholders who are eligible to participate in the buyback of shares of the Company. A copy of such letter to the stock exchanges is attached to this Form 6-K as Item 99.2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.
| WIPRO LIMITED |
|---|
| /s/ Jatin Pravinchandra Dalal |
| Jatin Pravinchandra Dalal |
| Chief Financial Officer |
Dated: November 19, 2020
INDEX TO EXHIBITS
| Item | ||
|---|---|---|
| 99.1 | Letter to the Stock Exchanges dated November 17, 2020. | |
| 99.2 | Letter to the Stock Exchanges dated November 18, 2020. |
EX-99.1
Exhibit 99.1
Logo of wipro
November 17, 2020
The Manager – Listing
BSE Limited
(BSE: 507685)
The Manager – Listing
National Stock Exchange of India Limited
(NSE: WIPRO)
The Market Operations,
NYSE, New York
(NYSE: WIT)
Dear Sir/Madam
Sub: Results of Postal Ballot by remote e-voting process
Further to our letter dated October 17, 2020 and in accordance with the Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the voting result and Scrutinizer’s Report for the special resolution relating to approval for Buyback of Equity Shares as set out in the notice of postal ballot dated October 13, 2020.
The aforesaid resolution has been passed by Members through postal ballot by remote e-voting process with requisite majority.
Thanking You
For WIPRO LIMITED
/s/ M Sanaulla Khan
M SanaullaKhan
Company Secretary
ENCL: As above
Registered Office: Wipro Limited T : +91 (80) 2844 0011 Doddakannelli F : +91 (80) 2844 0256 Sarjapur Road E : info@wipro.com Bengaluru 560 035 W : wipro.com India C : L32102KA1945PLC020800
Postal Ballot Voting Results
Disclosure as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
| Company Name | WIPRO LIMITED | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Date of Postal Ballot Notice | 13-Oct-20 | ||||||||||||
| Voting- | |||||||||||||
| Start Date | 18-Oct-20 | ||||||||||||
| End Date | 16-Nov-20 | ||||||||||||
| Total number of shareholders on record date(cut-off date-October 14, 2020) | 601,637 | ||||||||||||
| No. of shareholders present in the meeting either in person or through proxy: | Not Applicable | ||||||||||||
| Promoters and Promoter Group: | — | ||||||||||||
| Public: | — | ||||||||||||
| No. of Shareholders attended the meeting through Video Conferencing | Not Applicable | ||||||||||||
| Promoters and Promoter Group: | — | ||||||||||||
| Public: | — | ||||||||||||
| Resolution required: (Ordinary/ Special) | SPECIAL -Approval for Buyback of Equity Shares | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Whether promoter/ promoter group are interested in the agenda/resolution? | Yes- to the extent of their respective shareholding | ||||||||||||
| Category | Mode ofVoting | No. of sharesheld (1) | No. of votespolled (2) | % ofVotesPolled onoutstandingshares<br> <br>(3)=[(2)/(1)]* 100 | No. of Votes–in favour<br> <br>(4) | No. of Votes –against (5) | % of Votesinfavour on votespolled<br> <br>(6)=[(4)/(2)]*100 | % of Votesagainst on votespolled<br><br><br>(7)=[(5)/(2)]*100 | |||||
| Promoter and Promoter Group | E-Voting | 4,229,945,033 | 4,229,945,033 | 100.00 | 4,229,945,033 | — | 100.00 | — | |||||
| Poll | — | — | — | — | — | — | |||||||
| Postal Ballot (if applicable) | — | — | — | — | — | — | |||||||
| Public- Institutions | E-Voting | 840,392,487 | 713,673,416 | 84.92 | 704,643,641 | 9,029,775 | 98.73 | 1.27 | |||||
| Poll | — | — | — | — | — | — | |||||||
| Postal Ballot (if applicable) | — | — | — | — | — | — | |||||||
| Public- Non Institutions | E-Voting | 644,628,835 | 146,238,295 | 22.69 | 144,029,722 | 2,208,573 | 98.49 | 1.51 | |||||
| Poll | — | — | — | — | — | — | |||||||
| Postal Ballot (if applicable) | — | — | — | — | — | — | |||||||
| Total | 5,714,966,355 | 5,089,856,744 | 89.06 | 5,078,618,396 | 11,238,348 | 99.78 | 0.22 |
For Wipro Limited
/s/ M Sanaulla Khan
M Sanaulla Khan
Company Secretary
V SREEDHARAN AND ASSOCIATES Company Secretaries No. 32/33, 1st and 2nd Floor, GNR Complex, 8th Cross, Wilson Garden, Bengaluru 560 027 +91 80 222 90 394 compliance@sreedharancs.com
SCRUTINIZER’S REPORT
November 17, 2020
The Chairman
Wipro Limited
Regd. Office: Doddakannelli, Sarjapur Road,
Bengaluru- 560 035
Sir,
| 1. | The Board of Directors of the company at its meeting held on October 13, 2020 appointed me as a<br>Scrutinizer for scrutinizing the postal ballot voting including e voting process. |
|---|---|
| 2. | I submit my report as under: |
| --- | --- |
As per General Circular No. 14 / 2020 dated April 8, 2020 and the General Circular No. 17 / 2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID - l9” issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”) and due to difficulty in dispatch of Postal Ballot notice, Postal Ballot form / self-addressed envelope etc., by post or courier, on account of threat posed by COVID-19 pandemic situation, the Company has sent the Postal Ballot Notice dated October 13, 2020 on 17.10.2020 by email only to the members whose email ids were available with the Company / RTA.
Seal of V. Sreedharan & Associates Company Secretaries
Page 1 of 3
The notice of postal ballot was sent to the members whose name(s) appeared on the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on cut-off date i.e. Wednesday, October 14, 2020.
| 2.1 | Particulars of votes cast through electronic means only have been entered in the register separately maintained<br>for the purpose. |
|---|---|
| 2.2 | Since there was no voting by physical postal ballot form, the question of keeping them under my safe custody<br>before commencing the scrutiny does not arise. |
| --- | --- |
| 2.3 | The votes cast through electronic means were unblocked on Monday, November 16, 2020 at 5.01 P.M.<br> |
| --- | --- |
| 2.4 | Votes cast through electronic means were scrutinized and the shareholding was matched/confirmed with the<br>Register of Members or the company / list of beneficiaries as on Wednesday, October 14, 2020. |
| --- | --- |
| 2.5 | Votes cast through electronic means up to 5.00 PM of November 16, 2020 being the last time and date fixed<br>by the company for voting through electronic means were considered for my scrutiny. |
| --- | --- |
| 2.6 | Since the voting on Postal Ballot process was conducted only through<br>e-voting, reporting on number of envelopes containing postal ballot form received after due date and up to the date of this report does not arise. |
| --- | --- |
| 2.7 | Since the voting on Postal Ballot process was conducted only through<br>e-voting, reporting on number of envelopes containing postal ballot forms returned undelivered also does not arise. |
| --- | --- |
V. Sreedharan & Associates Company Secretaries
Page 2 of 3
| 2.8 | Since the voting on Postal Ballot process was conducted only through<br>e-voting, reporting on finding of defaced or mutilated ballot paper too does not arise. |
|---|---|
| 3. | A summary of votes cast through electronic means is given in Annexure I. |
| --- | --- |
| 4. | I have emailed all the e-registers and records relating to e-voting for the safe custody to the Company Secretary. |
| --- | --- |
| 5. | You may accordingly declare the result of e-voting done by the members<br>of the Company on the resolution mentioned in the Postal Ballot Notice dated October 13, 2020. |
| --- | --- |
Thanking you,
For V. Sreedharan & Associates
<br><br><br> <br><br> <br>/s/ V. Sreedharan |
<br><br><br> <br><br> <br>Seal of V. Sreedharan & AssociatesCompany Secretaries |
|---|
V. Sreedharan)
Partner
FCS 2347; CP No. 833
Place: Bengaluru
Date: November 17, 2020
UDIN:F002347B001235392
Page 3 of 3
Annexure I
WIPRO LIMITED
Regd. Office: Doddakannelli, Sarjapur Road, Bengaluru - 560 035
Summary of votes cast through electronic means for the resolution mentioned in the Postal Ballot Notice dated October l3, 2020
| 1. | Approval for Buyback of Equity Shares - Special Resolution | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Particulars | E- Voting | % of total paid-<br><br><br>up equity capital<br><br><br>as on cut-off dare<br><br><br>(i.e. 14 / 10 /2020)<br> <br><br><br><br>(571,49,66,355<br> <br>EquityShares) | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| No. of members voted<br><br><br>through e-voting<br><br><br>system | No. of votes cast through<br><br><br>e·voting system<br><br><br>(Equity Shares<br> <br>of Rs. 2/-each) | |||||||||||
| (a) Total e-votes received | 3,453 | 514,57,17,861 | 90.04 | |||||||||
| (b) Less: Invalid e-votes (as per register) (No. of<br>Shares including cases where less votes cast and abstained from voting) | 100 | 5,58,61, 117 | 0.98 | |||||||||
| (c) *Net valid e-votes (as per register) | 3,353 | 508,98,56,744 | 89.06 | |||||||||
| (d) e-votes with assent for the Resolution as apercentage of net valid e-votes | 3,128 | 507,86,18,396 | 99.78 | |||||||||
| (e) e-votes with dissent for the Resolution as apercentage of net valid e-votes | 237 | 1,12,38,348 | 0.22 | |||||||||
| * | The total of row (d) and (e) for the column, No. of members voted through e-voting system is not equal to the row (c) for said column, as 12 members have voted both in favour and against. | |||||||||||
| --- | --- |
Seal of V. Sreedharan & Associates Company Secretaries
Page 1 of 1
EX-99.2
Exhibit 99.2
Logo of Wipro
November 18, 2020
The Manager – Listing
BSE Limited
(BSE: 507685)
The Manager – Listing
National Stock Exchange of India Limited
(NSE: WIPRO)
The Market Operations,
NYSE, New York
(NYSE: WIT)
Dear Sir/Madam,
Sub: Record Date for buyback of equityshares
This has reference to our earlier intimations dated October 13, 2020 and November 17, 2020, informing the stock exchanges that the Board of Directors and Shareholders have approved the proposal of the Company to buyback up to 23,75,00,000 (Twenty Three Crores Seventy Five Lakhs only) fully paid-up equity shares of the Company of face value of Rs.2/- (Rupees Two only) each at a price of Rs. 400/- (Rupees Four Hundred only) per equity share.
Pursuant to regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regulation 9(i) of SEBI (Buy-Back of Securities) Regulations, 2018 and Clause 204.21 of the NYSE Listed Company Manual, the Company has fixed Friday, December 11, 2020 as the Record Date for the purpose of determining the entitlement and the names of equity shareholders who are eligible to participate in the buyback.
This is for your information and records.
Thanking you
For Wipro Limited
/s/ M Sanaulla Khan
M Sanaulla Khan
Company Secretary
CC:
| a) | National Securities Depository Limited (NSDL) |
|---|---|
| b) | Central Depository Services (India) Limited |
| --- | --- |
| c) | KFin Technologies Private Limited, Registrar and Share Transfer Agent |
| --- | --- |
Registered Office: Wipro Limited T : +91 (80) 2844 0011 Doddakannelli F : +91 (80) 2844 0256 Sarjapur Road E : info@wipro.com Bengaluru 560 035 W : wipro.com India C : L32102KA1945PLC020800