Wipro Ltd 6-K, filed Jun 23, 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 June 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.

DOCUMENTS RELATING TO ANNUAL GENERAL MEETING OF SHAREHOLDERS

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 related to the Annual General Meeting of the Shareholders (the “AGM”) **** that will take place on July 13, 2020. 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 June 19, 2020, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange that the AGM is scheduled to be held on July 13, 2020 at 9:00 a.m. India time, through video conferencing. The letter to the Exchanges enclosed the Notice of Annual General Meeting (the “Notice of the AGM”), which includes the procedure and instructions for e-voting and the Annual Report for Financial Year 2019-20 (the “Annual Report”). A copy of the letter to the Exchanges is attached hereto as Exhibit 99.1. The Notice of AGM and Annual Report are each available on the Company’s website at https://www.wipro.com/investors/annual-reports/. A copy of the form of proxy card for American Depositary Receipt (“ADR”) holders (the “Form of Proxy Card”), is attached hereto as Exhibit 99.2.

Electronic copies of the Notice of the AGM, together with the procedure and instructions for e-voting, and the Annual Report were sent on June 19, 2020 to all eligible shareholders whose email IDs are registered with the Company/Depositories, and the Form of Proxy Card will be sent to holders of our ADRs by no later than June 26, 2020.

We placed advertisements in certain Indian newspapers concerning the Notice of the AGM on June 20, 2020. A copy of the form of this advertisement is attached to this Form 6-K as Exhibit 99.3.

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: June 23, 2020

INDEX TO EXHIBITS

Item
99.1	Letter to the Exchanges dated June 19, 2020
99.2	Form of Proxy Card to ADR Holders
99.3	Form of Newspaper Advertisements

EX-99.1

Exhibit 99.1

June 19, 2020

The Manager - Listing

BSE Limited

(BSE: 507685)

The Manager - Listing

National Stock Exchange of lndia Limited

(NSE:WIPRO)

The Market Operations,

NYSE, New York

(NYSE: WIT)

Dear Sir/Madam,

Sub: Notice of Annual General Meeting andAnnual Report for Financial Year 2019-20

Please refer to our letter dated June 16, 2020 intimating that the 74th Annual General Meeting of the Company is scheduled to be held on Monday, July 13, 2020 at 9 AM IST through video conferencing.

In continuation to the aforesaid letter, and pursuant to Section 108 of the Companies Act, 2013 and Regulations 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the following:

1.	Notice of the 74th Annual General Meeting (including e-voting instructions)
2.	Annual Report for Financial Year 2019-20
---	---

The aforesaid documents are available on the website of the Company at https://www.wipro.com/investors/annual-reports/ and are being dispatched to all eligible shareholders whose email IDs are registered with the Company/Depositories.

This is for your information and records.

Thanking You,

For Wipro Limited

M Sanaulla Khan
Company Secretary

ENCL: As above.

EX-99.2

Exhibit 99.2

WIPRO LIMITED

TO THEREGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”)

REPRESENTING EQUITY SHARES OF

WIPRO LIMITED

Please refer to the reverse side of this card for the Resolutions to be voted.
FOLD AND DETACH HERE
ORDINARY BUSINESS			SPECIAL BUSINESS
---	---	---	---	---	---
	FOR	AGAINST		FOR	AGAINST
Res. 1	☐	☐	Res. 4	☐	☐
Res. 2	☐	☐	Res. 5	☐	☐
Res. 3	☐	☐
Address change      ☐      Mark box, sign and indicate<br>changes/comments below:	Mark box at right if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions indicated hereon.	☐
---	---	---
	Signbelow            Date:
	Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should<br>indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

AGENDA

ORDINARY BUSINESS

1.	To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated<br>financial statements) for the financial year ended March 31, 2020, together with the Reports of the Board of Directors and Auditors thereon.
2.	To confirm the payment of Interim Dividend of<br>₹ 1 per equity share already paid during the year as the Final Dividend for the Financial Year 2019-20.
---	---
3.	To consider appointment of a Director in place of Mr. Azim H. Premji (DIN: 00234280) who retires by<br>rotation and being eligible, offers himself for re-appointment.
---	---

SPECIAL BUSINESS

4.	Appointment of Mr. Thierry Delaporte (DIN: 08107242), as the Chief Executive Officer and Managing Director<br>of the Company.
5.	Appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director of the Company.<br>
---	---
Wipro Limited
---	---
JPMorgan Chase Bank, N.A., Depositary
PO Box 64506, Saint Paul MN 55164-0506	Voting Instruction Card

JPMorgan Chase Bank, N.A. (the “Depositary”) has received advice that the Seventy Fourth Annual General Meeting of Wipro Limited (the “Company”) will be held through video conferencing on Monday, July 13, 2020, at 9:00 a.m. (IST), for the purposes set forth on this card.

If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Equity Shares represented by your ADRs FOR or AGAINST the Resolutions proposed, or any of them, as the case may be, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such manner as to show clearly whether you desire the Nominee or the Nominees of the Depositary to vote FOR or AGAINST the Resolutions, or any of them, as the case may be. You may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., July 7, 2020. Only the registered holders of record at the close of business on June 19, 2020, will be entitled to execute the attached Voting Instruction Card.

The signatory, a registered holder of ADRs representing Equity Shares of Wipro Limited, of record June 19, 2020, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote the underlying Equity Shares of the Company represented by such ADRs, on the Resolutions at the Annual General Meeting of the Company, or at any adjournment thereof.

These instructions, when properly signed and dated, will be voted in the manner directed herein. If you mark the box indicating that you wish to give a discretionary proxy to a person designated by the Company, the underlying Equity Shares represented by such ADRs will be voted by such person in his or her discretion. If these instructions are properly signed and dated, but no direction is made, the underlying Equity Shares represented by such ADRs will not be voted by the Depositary.

Please visit the Company’s website, https://www.wipro.com/investors/annual-reports / to view and download the notice of meeting which also contains an explanatory statement with respect to the Resolutions that are up for voting at the Annual General Meeting.

NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 12:00 p.m., July 7, 2020. JPMorgan Chase Bank, N.A., Depositary

PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

EX-99.3

Exhibit 99.3

WIPRO LIMITED Registered Office: Doddakannelli, Sarjapur Road, Bengaluru-560 035. Tel: +91-80-2844 0011; Fax: +91-80-2844 0054; CIN : L32102KA1945PLC020800 Website: www.wipro.com; E-mail: corp-secretarial@wipro.com NOTICE OF THE 74”’ ANNUAL GENERAL MEETING OF WIPRO LIMITED Notice is hereby given that the 74th Annual General Meeting (AGM) of Wipro Limited (“Company”) will be held on Monday, July 13, 2020 at 9.00 AM 1ST through video conferencing (“VC”} to transact the businesses as set out in the Notice of the 7411> AGM, in compliance with the applicable provisions of the Companies Act, 2013 (“Act”), the General Circular No. 14/2020 dated April 8, 2020. General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 issued by \he Ministry of Corporate Affairs (‘MCA”) and SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015 {“SEBI Listing Regulations”}. Electronic copies of the Notice of the 74111 AGM, procedure. and instructions for e-voting and the Annual Report 2019-20 have been sent on June 19, 2020, to all those Members whose email IDs are registered with the Company/Depositories. The Notice of the 741h AGM and the Annual Report 2019-20 are also available on the website of the Company at https:llwww.wipro.com/investors/annual-reportsl, on the website of the Registrar and Share Transfer Agent {“RTA”}, KFin Technologies Private Limited at https:/levotin1;karvy.com and on the websites of SSE Limited at https:/lwww.bseindia .com/ and National tock Exchange of India Limited at https:/lwww.nseindia.com/. Pursuant to Section 91 of the Act and Regulation 42 of the SEBI Listing Regulations, the Register of Members and share transfer books will remain closed from Friday, July 10, 2020 to Monday, July 13, 2020 (both days inclusive). The Company is providing the facility to its Members to exercise their right to vote on the businesses as set forth in the Notice of the 741h    AGM by electronic means through both remote e-voting and e-voting at the AGM. All Members are informed that: 1. Members may attend the 741h AGM through VC or watch the live web-cast at https:l/emeetings.kfintech.com, by using their remote e-voting credentials. 2. The instructions for participating through VC and the process of e-voting, including the manner in which Members holding shares in physical form or who have not registered their e-mail address can cast their vote through e-voting, are provided as part of the Notice of the 74th AGM. 3. Members whose names appear In the register of members or In the register of beneficial owners maintained by the depositories as on the cut-off date of Monday, July 6, 2020, shall only be entitled to avail the remote e-voting facility or vote, as the case may be, at the AGM. 4. Remote e-voting shall commence at 9 AM 1ST on Thursday, July 9, 2020 and end at 5 PM 1ST on Sunday, July 12, 2020. Remote e-voting shall not be allowed beyond 5:00 PM 1ST on July 12, 2020 and once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. 5. In case a person has become a Member of the Company after dispatch of the Notice but on or before the cut-off date for remote e-voting, or has registered the e-mail address after dispatch of the Notice, such Member may obtain the user ID and password in the manner as provided in the procedure and Instructions for e-voting. 6. Members who have cast their vote by remote e-voting prior to the AGM may attend the AGM through VC, but shall not be entitled to cast their vote again. Members who have not cast their vote through remote e-voting and are present in the AGM through VC, shall be eligible to vote through e-voting at the AGM. 7. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant {s) and in respect of shares held in physical form by writing to the Company’s RTA, KFin Technologies Private Limited, Selenium Tower, Plot 31 & 32, Gachibow1i Financial District, Nanakramguda, Hyderabad-500 032. 8. The Company has enabled the Members to temporarily update their e-mail address by accessing the link https:/lwww.wipro.com/investors/annual-reports/, for the limited purpose of receiving the Annual Report 2019-20 and the Notice of the 741hAGM (including e-voting instructions} electronically. 9. In case of any query/grievance regarding a-voting or technical assistance for VC participation, Members may contact KFin Technologies Private Limited at the toll free No. 1-800-3454-001 or write to them at einward.ris@kfintech.com and evoting@kfintech.com. Members may also contact Mr. B Srinivas, Manager, KFin Technologies Private Limited, at the RTA’s address mentioned earlier or at srinivas.b@kfintech.com or 040-6716 2222 for any further clarifications. For WIPRO LIMITED Date: June 19, 2020 M Sanaulla Khan Place: Bengaluru Company Secretary