Wipro Ltd 6-K, filed Jul 15, 2020
Wipro Ltd (WIT)
About this 6-K
Wipro Ltd filed this 6-K on July 15, 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 July 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.
NOTICE REGARDING THE OUTCOME OF ANNUAL GENERAL MEETING HELD ON JULY 13, 2020
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 relating to the summary of proceedings of the Annual General Meeting of the Shareholders held on July 13, 2020 (the “AGM”) and of the voting results on the resolutions passed at the AGM. 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 July 13, 2020, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange of the summary of proceedings of the AGM, voting results and scrutinizer’s report on the resolutions passed at the AGM. Copies of such letters filed with the securities exchanges are attached hereto as Item 99.1 and 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: July 15, 2020
INDEX TO EXHIBITS
| Item | |
|---|---|
| 99.1 | Notice to the Stock Exchanges dated July 13, 2020 related to the Annual General Meeting Proceedings. |
| 99.2 | Notice to the Stock Exchanges dated July 13, 2020 related to the Annual General Meeting Voting Results. |
EX-99.1
Exhibit 99.1
July 13, 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: AGM Proceedings
We are hereby submitting the summary of proceedings of the 74^th^ Annual General Meeting of the Company held on July 13, 2020.
The same will be made available on the Company’s website www.wipro.com.
Thanking You,<br><br><br>For WIPRO LIMITED<br> <br><br><br><br><br><br><br> <br><br> <br>M Sanaulla Khan<br><br><br>Company Secretary<br> <br><br><br><br>Encl: As Above. |
|---|
SUMMARY OF PROCEEDINGS OF THE 74^TH^ANNUAL GENERAL MEETING
The 74**^th^** Annual General Meeting (the “AGM”) of the Members of Wipro Limited (the “Company”) was held on Monday, July 13, 2020 at 9 AM 1ST through video conferencing (“VC”), in compliance with the applicable provisions of the Companies Act, 2013, 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 the Ministry of Corporate Affairs (“MCA”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
The following Directors were present:
| Sl.<br><br><br>No. | Name of the<br><br><br>Director | Designation | Attended through VC<br><br><br>from |
|---|---|---|---|
| 1. | Mr. Rishad A Premji | Executive Director and Chairman | Wipro Office, Bengaluru |
| 2. | Mr. Thierry Delaporte | Chief Executive Officer and Managing Director | Paris |
| 3. | Mr. Azim H Premji | Non-Executive Non-Independent Director | Wipro Office, Bengaluru |
| 4. | Mr. M K Sharma | Independent Director, Chairman of Audit, Risk and Compliance Committee and Chairman of Administrative and Investors Grievance Committee | Mumbai |
| 5. | Mr. William Arthur Owens | Independent Director, Chairman of Board Governance, Nomination and Compensation Committee and Chairman of Strategy Committee | Kirkland, Washington |
| 6. | Mrs. lreena Vittal | Independent Director | Bengaluru |
| 7. | Dr. Patrick J Ennis | Independent Director | Northbend, Washington |
| 8. | Mr. Patrick Dupuis | Independent Director | Los Altos, California |
| 9. | Mr. Deepak M Satwalekar | Independent Director | Mumbai |
In attendance:
| Sl.<br><br><br>No. | Name of the Officials | Designation | Attended through VC<br><br><br>from |
|---|---|---|---|
| 1. | Mr. Jatin P Dalal | Chief Financial Officer | Wipro Office, Bengaluru |
| 2. | Mr. M Sanaulla Khan | Company Secretary | Wipro Office, Bengaluru |
| 3. | Mr. Vikas Bagaria | Partner, Deloitte Haskins and Sells LLP, Statutory Auditor | Bengaluru |
| 4. | Mr. V. Sreedharan | Partner, V Sreedharan & Associates, Secretarial Auditor and Scrutinizer | Bengaluru |
Members Present: 274 Members attended through video conferencing.
Pursuant to Article 96 of Articles of Association of the Company, Mr. Rishad A Premji, being the Chairman of the Board, took the chair and conducted the proceedings of the Meeting after ascertaining that the requisite quorum was present. The Chairman informed the Members that the meeting is being held through video conferencing in accordance with the circulars and guidelines issued by MCA and SEBI. He introduced the members of the Board and other officials present at the meeting.
The Chairman thereafter requested the Company Secretary to brief the Members regarding the arrangements made for the meeting. The Company Secretary informed that the Company has enabled the Members to participate at the 74^th^ AGM through the video conferencing facility provided by KFin Technologies Private Limited, Registrars and Transfer Agent. The proceedings of the AGM are also being web-casted live for all the Members. It was further informed that the Members have been provided with the facility to exercise their right to vote by electronic means, both through remote e-voting and e-voting at the AGM in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The Members joining the meeting through video conferencing, who have not already cast their vote by means of remote e-voting, may vote through insta-poll e-voting facility provided at the AGM. Mr. V Sreedharan, Practising Company Secretary and Partner of V Sreedharan and Associates, Company Secretaries, has been appointed as the Scrutinizer to report on the combined voting results of remote e-voting and the lnsta-Poll for each of the items as per the notice of the AGM.
The Chairman affirmed he is satisfied that all the efforts feasible under the circumstances have been made by the Company to enable Members to participate and vote on the items being considered at the meeting. Thereafter, the Chairman addressed the Members and spoke about the impact of the Covid-19 pandemic on human life, the social and community initiatives undertaken by Wipro during these times, Wipro’s response to the pandemic, business strategy, Wipro’s financial performance and creation of stakeholder value. The speech delivered by the Chairman at the AGM is enclosed for the purpose of information.
Thereafter, the Chairman declared that the notice of the 74^th^ AGM, copies of audited financial statements for the year ended March 31, 2020, Board’s and Auditor’s report had been sent through electronic mode to those Members whose e-mail addresses had been registered with the Company or Depositories. Accordingly, the notice of the AGM and statutory auditor’s report were taken as read. It was also informed that the original documents including the register of Director’s shareholding, register of contracts, copies of audited financial statements, etc., were available for inspection.
The following items of business, as per the notice of the AGM, were transacted:
| 1. | Adoption of the Audited Financial Statements of the Company (including consolidated financial statements) for<br>the financial year ended March 31, 2020, together with the Reports of the Board of Directors and Auditors thereon. (Ordinary resolution) |
|---|---|
| 2. | Confirmation of payment of interim dividend of Rs.1/- per equity share already paid during the year as Final<br>Dividend for the Financial Year 2019-20. (Ordinary resolution) |
| --- | --- |
| 3. | Appointment of a Director in place of Mr. Azim H. Premji (DIN: 00234280) who retires by rotation and<br>being eligible, offers himself for re-appointment. (Ordinary resolution) |
|---|---|
| 4. | Appointment of Mr. Thierry Delaporte (DIN: 08107242), as the Chief Executive Officer and Managing Director<br>of the Company. (Ordinary resolution) |
| --- | --- |
| 5. | Appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director of the Company.<br>(Special resolution) |
| --- | --- |
Clarifications were provided to the queries raised by the Members.
The scrutinizers’ report was received and accordingly all the resolutions as set out in the notice of the AGM were declared as approved with requisite majority.
CHAIRMAN’S SPEECH
Dear Shareholders,
Welcome to the 74^th^ Annual General Meeting of Wipro. On behalf of the Wipro Board of Directors, I want to thank you for taking the time out, to join us today. We meet in this virtual mode because we are living through extraordinary times.
The Covid-19 pandemic is one of the biggest crises the world has faced in the past century. The rapidly spreading contagion and the efforts to contain it have driven an unprecedented socioeconomic disruption. This has also led to a deep humanitarian crisis in many parts of our world. The tragic loss of human life and suffering has been staggering and it continues. The collapse in economic activity is of levels unseen in previous times. Only an effective vaccine will be a stable solution to the pandemic. Till then our public health systems will have to continue their heroic efforts to protect our populations. This also means that till the vaccine covers large parts of the world, uncertainties around both economic and social activities will remain.
Eventually, with the vaccine and other efforts, the world will come out of this crisis. But I sense that the world will come out changed in some important ways.
With this crisis, the urgency of investment in public health is apparent to all. The criticality of global cooperation has never been clearer. We are truly one people across the world, we must learn to live together harmoniously and cooperate. And, we must come out of this crisis with an unflinching commitment to reducing inequity and disadvantage in the world. We have seen what our fellow human beings have gone through and are still living with. We cannot let this continue.
A similar substantial and deep change that I observe is in the status and role of technology in all aspects of life. It is not as though technology was not playing an ever-increasing role in our lives even before Covid 19. But in a world ravaged by the pandemic, technology has become the key to survival and driving resilience for businesses. At the same time it has become a critical facilitator for social and economic activities for individuals. These are profound changes, the pace of which has been dramatically accelerated.
Many of these changes related to technology are here to stay. These are structural. We already see this all-pervasive impact on the established ways of working. For example, the notion of ‘work from anywhere’, is no longer a mere notion. It has happened. And it has happened not only in small organizations, but the biggest ones across the globe.
We can expect that virtual, remote, community-based and distributed work models will become the norm, all powered by collaborative technologies. Enterprises will fundamentally evaluate their technology capacity and investments so that it enables them to operate with flexibility and agility, and work with partners who can respond and adjust quickly to changing circumstances.
From a business perspective Wipro is ideally placed to leverage and enable these transformations – both with businesses and with individuals.
As part of our Strategy in enabling businesses and consumers to transform, our strategy of driving a ‘Digital’ first approach is particularly relevant in these times. We have made significant investments in Digital, Cloud, Cybersecurity & in our Engineering capabilities. These investments & focus has helped us achieve leadership in these areas as acknowledged by our customers and analysts. Wipro Ventures, our corporate venture arm has announced a second fund of $150M taking our total commitment to $250M.
Our delivery model is designed to address the ‘Future needs of work’ & enables a virtual, adaptive, and intelligent enterprise. The model is based on the principles of distributed, no-shore, agile and a cloud-first approach. Through our Topcoder crowdsourcing platform of 1.5M community members operating globally, we provide virtual and community work models leveraging our solutions, such as Talent as a Service (“TaaS”).
Let me come back to the uncertain times that we are living through. Without question, employee safety and well-being has been and will remain of paramount importance to us.
In March, at the early onset of Covid-19, we triggered our business continuity plans and enabled work from home for ~93% of our employees across the world. It was heartening and inspiring to observe the seamless team-work which enabled the smooth execution of this massive change. In these past few months, we have settled well into this new way of working and our focus remains on making our clients successful. I also believe that some of these changes will forever transform how we work in the future.
Wipro has always been strongly committed to being an active and responsible citizen of this world. And so, in this unprecedented crisis, we have tried to do our utmost, to help tackle the pandemic and its humanitarian fallout.
We responded with speed and expanded our efforts systematically, and our efforts continue. We acted on both fronts: to help lessen the human misery and to augment the public health systems efforts to combat the pandemic. We are implementing these actions in close collaboration with the Azim Premji Foundation and Wipro Enterprises Ltd.
Over the past 3 ^1^⁄2 months our efforts have supported about 80 lakh people with about 28 crore meals. We have also helped about 30 lakh people regenerate their livelihoods – as an example we have helped small and marginal farmers by providing seed, bio-fertilizer and other relevant tools. During the crisis we supplied about 2 lakh PPE kits to where they were needed the most. We have helped scale-up testing capacity and critical care capacity across many regions, by supplying equipment, and supporting frontline healthcare workers.
I want to share two specific examples of how we leveraged Wipro resources. We repurposed the kitchen infrastructure in our facilities in Bangalore, Pune and Kolkata to provide cooked meals twice daily for 74 days running to thousands of vulnerable families. Eventually this served 29.7 lakh meals to over 2.5 lakh people – those who had no capacity to cook even if provided with dry ration. The other example is the conversion of one of our unused campuses in Pune into a 450 bed Covid isolation hospital.
Even as I speak here, our efforts continue full steam along with Wipro Enterprises and the Azim Premji Foundation.
I must confess that the more we have done during this crisis the more we have realized that the need and the challenge is so deep, and people are facing such dire circumstances, that everyone needs to come together to contribute. We will continue to do all we can.
Let me move to the financial results of your company.
For the year ending 31st March 2020, our IT Services Revenues at $8.26 Bn grew by 3.9% YoY (in constant currency and after adjusting for the divestments) and our Net Income at ₹97.2 billion grew by 8.0% YoY aided by improved operating margins, higher other income and lower taxes. Our EPS for the Year ending 31^st^ March 2020 grew by 11.2% YoY and the Operating Cash Flows at ₹100.6 billion was at 103.5% of our Net Income. Our payout for FY20 is at ₹112.2 billion through buyback and dividends (including dividend distribution tax) to our shareholders, which is 115.4% of our Net Income.
I am also thrilled to welcome Thierry Delaporte as our new CEO & Managing Director. Thierry brings with him an exceptional leadership track record, deep strategic expertise, a unique ability to forge long-standing client relationships, and real experience of driving transformation and managing technological disruption. Thierry is the right leader for Wipro in this dramatically changing world. Welcome, Thierry.
We also welcome Deepak Satwalekar to the Board of Directors of Wipro, as a Non-Executive Independent Director, I am confident that his deep repository of knowledge spanning across the financial services sector will further strengthen our Board.
Wipro turns 75 this year. Your company has transformed many times over the years, to anticipate and leverage the changing world for its business opportunities. But our guiding force has been constant – our Values which we call the ‘Spirit of Wipro’.
Energized by these Values, with every passing year our commitment to the success of our clients and the resolve to uphold Integrity under all circumstances, has only strengthened. This is what has built Wipro in the past 75 years. We will continue along this path of energetic transformation anchored by rock solid Values.
Lastly, I want to share that I am truly humbled at being appointed Chairman of Wipro Limited. I have begun this journey with a deep sense of gratitude - it is both an honor and a privilege to lead our company. I am thankful to our clients, partners, investors, and other stakeholders who have reposed their trust and confidence in me and team Wipro. I am confident that with trust and the team-work of all Wiproites, we will emerge stronger from the crisis and the best of Wipro lies ahead.
Thank you.
EX-99.2
Exhibit 99.2
July 13, 2020
The Manager - Listing
BSE Limited
The Manager - Listing
National Stock Exchange of India Limited
The Market Operations
NYSE, New York
Dear Sir/Madam,
Sub: 74^th^ Annual General Meeting -Voting Results
Pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the voting results and Scrutinizer’s Report on the resolutions passed at the Annual General Meeting of the Company held on Monday, July 13, 2020 for your information and records. The said resolutions have been approved by Members with requisite majority.
Thanking You
| For WIPRO LIMITED |
|---|
| M Sanaulla Khan |
| Company Secretary |
| ENCL: As above |
NAME: WIPRO LIMITED
| SL.<br><br><br>NO | DESCRIPTION | |||
|---|---|---|---|---|
| A | Date of AGM | 13-07-2020 | ||
| B | Book closure dates | July 10, 2020 to July 13, 2020 (both days inclusive) | ||
| C | Total number of shareholders on cut-off date i.e July 6, 2020 | 5,59,911 | ||
| D | No of shareholders present in the meeting either in person or through proxy | NA | ||
| E | No. of shareholders attended the meeting through Video conferencing | 274 | ||
| Shareholders | Present through Video Conferencing | Shares | ||
| --- | --- | --- | --- | --- |
| Promoter and Promoter group | 5 | 23,85,53,291 | ||
| Public | 269 | 14,46,16,046 | ||
| Total | **** | 274 | **** | 38,31,69,337 |
Voting Results of AGM
Disclosure as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
| WIPRO LIMITED | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Date of the AGM/EGM | July 13, 2020 | ||||||||||||||
| Total number of shareholders on record date | 5,59,911 | ||||||||||||||
| Voting- | |||||||||||||||
| Start Date | July 9, 2020 | ||||||||||||||
| End Date | July 12, 2020 | ||||||||||||||
| 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 | |||||||||||||||
| Promoters and Promoter Group: | 5 | ||||||||||||||
| Public: | 269 | ||||||||||||||
| Resolution No. | 1 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Resolution required: (Ordinary/ Special) | ORDINARY - To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2020, together with the Reports of<br>the Board of Directors and Auditors thereon. | ||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | ||||||||||||||
| Category | Mode of Voting | No. of shares held (1) | No. of votes polled (2) | % of Votes Polled on<br>outstanding shares<br>(3)=[(2)/(l)]* 100 | No. of Votes – in<br>favour (4) | No. of Votes –<br>against(5) | % of Votes in favour<br>on votes polled<br>(6)=[(4)/(2)]*100 | % of Votes against<br>on votes polled<br>(7)=[(5)/(2)]*100 | |||||||
| Promoter and Promoter Group | E-Voting | 4,229,945,033 | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||||
| Public- Institutions | E-Voting | 883,229,583 | 759,260,918 | 85.964 | 759,260,918 | — | 100.000 | — | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 759,260,918 | 85.964 | 759,260,918 | — | 100.000 | — | |||||||||
| Public- Non Institutions | E-Voting | 601,264,268 | 123,594,698 | 20.556 | 123,586,484 | 8,214 | 99.993 | 0.007 | |||||||
| Poll | 365,685 | 0.061 | 365,632 | 53 | 99.986 | 0.014 | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 123,960,383 | 20.617 | 123,952,116 | 8,267 | 99.993 | 0.007 | |||||||||
| Total | **** | 5,714,438,884 | **** | 5,113,166,334 | **** | 89.478 | **** | 5,113,158,067 | **** | 8,267 | **** | 99.999 | **** | 0.001 |
| Resolution No. | 2 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | ORDINARY - To confirm the payment of Interim Dividend of Rs. 1 per equity share already paid during the year as the Final Dividend for the Financial Year 2019-20. | ||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | ||||||||||||||
| Category | Mode of Voting | No. of shares held (1) | No. of votes polled (2) | % of Votes Polled on<br>outstanding shares<br><br><br>(3)=[(2)/(1)]* 100 | No. of Votes – in<br><br><br>favour<br>(4) | No. of Votes –<br>against (5) | % of Votes in favour<br>on votes polled<br><br><br>(6)=[(4)/(2)]*100 | % of Votes against<br><br><br>on votes polled<br><br><br>(7)=[(5)/(2)]*100 | |||||||
| Promoter and Promoter Group | E-Voting | 4,229,945,033 | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||||
| Public- Institutions | E-Voting | 883,229,583 | 770,827,200 | 87.274 | 770,827,200 | — | 100.000 | — | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 770,827,200 | 87.274 | 770,827,200 | — | 100.000 | — | |||||||||
| Public- Non Institutions | E-Voting | 601,264,268 | 123,683,648 | 20.571 | 123,649,036 | 34,612 | 99.972 | 0.028 | |||||||
| Poll | 365,687 | 0.061 | 365,534 | 153 | 99.958 | 0.042 | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 124,049,335 | 20.631 | 124,014,570 | 34,765 | 99.972 | 0.028 | |||||||||
| Total | **** | 5,714,438,884 | **** | 5,124,821,568 | **** | 89.682 | **** | 5,124,786,803 | **** | 34,765 | **** | 99.999 | **** | 0.001 | |
| Resolution No. | 3 | ||||||||||||||
| Resolution required: (Ordinary/ Special) | ORDINARY - To consider appointment of a Director in place of Mr. Azim H. Premji (DIN 00234280) who retires by rotation and being eligible, offers himself for re-appointment | ||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | Yes | ||||||||||||||
| Category | Mode of Voting | No. of shares held (1) | No. of votes polled (2) | % of Votes Polled on<br>outstanding <br>shares<br>(3)=[(2)/(1)]* 100 | No. of Votes – in<br><br><br>favour<br>(4) | No. of Votes –<br><br><br>against (5) | % of Votes in favour<br><br><br>on votes polled<br><br><br>(6)=[(4)/(2)]*100 | % of Votes against<br><br><br>on votes polled<br>(7)=[(S)/(2)]*100 | |||||||
| Promoter and Promoter Group | E-Voting | 4,229,945,033 | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||||
| Public- Institutions | E-Voting | 883,229,583 | 770,439,322 | 87.230 | 762,658,791 | 7,780,531 | 98.990 | 1.010 | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 770,439,322 | 87.230 | 762,658,791 | 7,780,531 | 98.990 | 1.010 | |||||||||
| Public- Non Institutions | E-Voting | 601,264,268 | 123,608,191 | 20.558 | 121,157,135 | 2,451,056 | 98.017 | 1.983 | |||||||
| Poll | 365,684 | 0.061 | 365,608 | 76 | 99.979 | 0.021 | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 123,973,875 | 20.619 | 121,522,743 | 2,451,132 | 98.023 | 1.977 | |||||||||
| Total | **** | 5,714,438,884 | **** | 5,124,358,230 | **** | 89.674 | **** | 5,114,126,567 | **** | 10,231,663 | **** | 99.800 | **** | 0.200 |
| Resolution No. | 4 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | ORDINARY - Appointment of Mr. Thierry Delaporte (DIN 08107242), as the Chief Executive Officer and Managing Director of the Company | ||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | ||||||||||||||
| Category | Mode of Voting | No. of shares held (1) | No. of votes polled (2) | % of Votes Polled on<br>outstanding <br>shares<br>(3)=[(2)/(l)]* 100 | No. of Votes –<br>in<br>favour (4) | No. of Votes –<br> against<br>(5) | % of Votes in favour<br>on votes<br>polled<br>(6)=[(4)/(2)]*100 | % of Votes against<br>on votes <br>polled<br>(7)=[(5)/(2)]*100 | |||||||
| Promoter and Promoter Group | E-Voting | 4,229,945,033 | 4,229,945,033 | 100.000 | 4,229,945,033 | 0 | 100.000 | 0.000 | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||||
| Public- Institutions | E-Voting | 883,229,583 | 770,827,200 | 87.274 | 527,360,171 | 243,467,029 | 68.415 | 31.585 | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 770,827,200 | 87.274 | 527,360,171 | 243,467,029 | 68.415 | 31.585 | |||||||||
| Public- Non Institutions | E-Voting | 601,264,268 | 123,605,091 | 20.558 | 51,455,493 | 72,149,598 | 41.629 | 58.371 | |||||||
| Poll | 365,683 | 0.061 | 365,629 | 54 | 99.985 | 0.015 | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 123,970,774 | 20.618 | 51,821,122 | 72,149,652 | 41.801 | 58.199 | |||||||||
| Total | **** | 5,714,438,884 | **** | 5,124,743,007 | **** | 89.681 | **** | 4,809,126,326 | **** | 315,616,681 | **** | 93.841 | **** | 6.159 | |
| Resolution No. | 5 | ||||||||||||||
| Resolution required: (Ordinary/ Special) | SPECIAL - Appointment of Mr. Deepak M. Satwalekar (DIN 00009627) as an Independent Director of the Company | ||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | ||||||||||||||
| Category | Mode of Voting | No. of shares held (1) | No. of votes polled (2) | % of Votes Polled on<br>outstanding<br>shares<br>(3)=[(2)/(l)]* 100 | No. of Votes –<br>in<br>favour (4) | No. of Votes –<br>against (5) | % of Votes in favour<br>on votes<br>polled<br>(6)=[(4)/(2)]*100 | % of Votes against<br>on votes <br>polled<br>(7)=[(5)/(2)]*100 | |||||||
| Promoter and Promoter Group | E-Voting | 4,229,945,033 | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 4,229,945,033 | 100.000 | 4,229,945,033 | — | 100.000 | — | |||||||||
| Public- Institutions | E-Voting | 883,229,583 | 770,439,322 | 87.230 | 769,353,619 | 1,085,703 | 99.859 | 0.141 | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 770,439,322 | 87.230 | 769,353,619 | 1,085,703 | 99.859 | 0.141 | |||||||||
| Public- Non Institutions | E-Voting | 601,264,268 | 123,591,868 | 20.555 | 123,547,715 | 44,153 | 99.964 | 0.036 | |||||||
| Poll | 365,685 | 0.061 | 365,635 | 50 | 99.986 | 0.014 | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | 123,957,553 | 20.616 | 123,913,350 | 44,203 | 99.964 | 0.036 | |||||||||
| Total | **** | 5,714,438,884 | **** | 5,124,341,908 | **** | 89.674 | **** | 5,123,212,002 | **** | 1,129,906 | **** | 99.978 | **** | 0.022 |
Form No. MGT-13
REPORT OF SCRUTINIZER
[Pursuant to section 108 of the Companies Act, 2013 and Rule 21(2) of the
Companies (Management and Administration) Rules, 2014]
To,
The Chairman of the Seventy Fourth Annual General Meeting (AGM) of the Equity Shareholders of “Wipro Limited” held on Monday, July 13, 2020 at 9.00 AM through Video Conferencing (VC).
Sir,
I, V. Sreedharan, Partner of V. Sreedharan and Associates, Company Secretaries, Bengaluru, was appointed as Scrutinizer pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the purpose of:
| (i) | Scrutinizing the remote e-voting process under the provisions of<br>Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.<br> |
|---|---|
| (ii) | Voting through electronic voting system (“Instapoll”) at the AGM. |
| --- | --- |
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The management of the Company is responsible to ensure compliance with the requirement of the Companies Act, 2013, Rules and circulars issued by MCA and SEBI relating to conducting of AGM through VC/OAVM and voting by electronic means for the resolutions contained in the Notice of the Seventy Fourth Annual General Meeting of the Equity Shareholders dated May 29, 2020. My responsibility as a Scrutinizer for the voting process of voting by electronic means is restricted to making a Consolidated Scrutinizer’s Report of the votes cast “in favor” and/or “against” the resolution stated in the notice of the AGM, based on the report generated from the e-voting system provided by KFin Technologies Private Limited, the Agency Authorized under the Rules and engaged by the Company to provide remote e-voting facilities and e-voting facilities to vote at the AGM (“Instapoll”).
We submit our report as under:
| 1. | The remote E-Voting period remained open from 9.00 a.m. Thursday, July<br>09, 2020 up to 5.00 p.m. Sunday, July 12, 2020. |
|---|---|
| 2. | The Annual Report, the Notice of Annual General Meeting and the<br>e-voting instructions slip were sent only by the electronic mode (e-mail) to those members whose email addresses were registered with the Company / Depository<br>Participants / Depositories pursuant to MCA Circular No.20/2020 dated May 05, 2020 read with Circular No. 14/2020 dated April 08, 2020 and Circular No. 17/2020 dated April 13, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79<br>dated May 12, 2020. |
| --- | --- |
| 3. | The voting rights were reckoned as on Monday, July 06, 2020 being the<br>Cut-off date for the purpose of deciding the entitlements of members at the remote e-voting. |
| --- | --- |
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| 4. | After the conclusion of the Annual General Meeting, the votes cast through remote e-voting were unblocked on July 13, 2020 at 10.43 A.M. in the presence of two witnesses. |
|---|---|
| 5. | After declaration of voting by the Chairman, the shareholders present at the AGM through VC voted through e-voting facility provided by KFin Technologies Private Limited. |
| --- | --- |
| 6. | As per the information given by the Company / RTA the names of the shareholders who had voted by remote e-voting through the facility provided by KFin Technologies Private Limited had been blocked and only those members who were present at the AGM through VC and who had not voted on remote e-voting were allowed to cast their votes through e-voting system during the AGM. |
| --- | --- |
| 7. | Based on the data provided by KFin Technologies Private Limited<br>e-voting system, the total votes cast in favour or against all the resolutions proposed in the Notice of the AGM are as under: |
| --- | --- |
| a) | RESOLUTION 1 |
| --- | --- |
To receive, consider and adopt the Audited Financial Statements of the Company (including Consolidated Financial Statements) for the financial year ended March 31, 2020, together with the Reports of the Directors and Auditors thereon.
Page 3 of 9
| (i) | Voted in favour of Resolution | |||||
|---|---|---|---|---|---|---|
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 1,478 | 75 | 1,553 | |||
| Number of votes cast by them | 511,27,92,435 | 3,65,632 | 511,31,58,067 | |||
| % of Total Number of valid votes cast | 99.999 | 99.985 | 99.999 | |||
| (ii) | Voted against the resolution | |||||
| --- | --- | |||||
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 26 | 2 | 28 | |||
| Number of votes cast by them | 8,214 | 53 | 8,267 | |||
| % of Total Number of valid votes cast | 0.001 | 0.015 | 0.001 |
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| (iii) | Invalid Votes - NIL |
|---|---|
| b) | RESOLUTION 2 |
| --- | --- |
To confirm the payment of Interim Dividend of Re. 1 per Equity Share already paid during the year as the Final Dividend for the Financial Year 2019-20.
| (i) | Voted in favour of Resolution | |||||
|---|---|---|---|---|---|---|
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 1,440 | 73 | 1,513 | |||
| Number of votes cast by them | 512,44,21,269 | 3,65,534 | 512,47,86,803 | |||
| % of Total Number of valid votes cast | 99.999 | 99.958 | 99.999 | |||
| (ii) | Voted against the resolution | |||||
| --- | --- | |||||
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 75 | 4 | 79 | |||
| Number of votes cast by them | 34,612 | 153 | 34,765 | |||
| % of Total Number of valid votes cast | 0.001 | 0.042 | 0.001 |
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| (iii) | Invalid Votes - NIL |
|---|---|
| c) | RESOLUTION 3 |
| --- | --- |
To consider appointment of a Director in place of Mr. Azim H. Premji (DIN: 00234280) who retires by rotation and being eligible, offers himself for the re-appointment.
| (i) | Voted in favour of Resolution | |||||
|---|---|---|---|---|---|---|
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 1,451 | 73 | 1,524 | |||
| Number of votes cast by them | 511,37,60,959 | 3,65,608 | 511,41,26,567 | |||
| % of Total Number of valid votes cast | 99.800 | 99.979 | 99.800 | |||
| (ii) | Voted against the resolution | |||||
| --- | --- | |||||
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 62 | 3 | 65 | |||
| Number of votes cast by them | 1,02,31,587 | 76 | 1,02,31,663 | |||
| % of Total Number of valid votes cast | 0.200 | 0.021 | 0.200 |
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| (iii) | Invalid Votes - NIL |
|---|---|
| d) | RESOLUTION 4 |
| --- | --- |
Appointment of Mr. Thierry Delaporte (DIN: 08107242) as the Chief Executive Officer and the Managing Director of the Company.
| (i) | Voted in favour of Resolution | |||||
|---|---|---|---|---|---|---|
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 1,097 | 73 | 1,170 | |||
| Number of votes cast by them | 480,87,60,697 | 3,65,629 | 480,91,26,326 | |||
| % of Total Number of valid votes cast | 93.841 | 99.985 | 93.841 | |||
| (ii) | Voted against the resolution | |||||
| --- | --- | |||||
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 415 | 2 | 417 | |||
| Number of votes cast by them | 31,56,16,627 | 54 | 31,56,16,681 | |||
| % of Total Number of valid votes cast | 6.159 | 0.015 | 6.159 |
Page 7 of 9
| (iii) | Invalid Votes - NIL |
|---|---|
| e) | RESOLUTION 5 |
| --- | --- |
Appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director of the Company.
| (i) | Voted in favour of Resolution | |||||
|---|---|---|---|---|---|---|
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 1,439 | 74 | 1,513 | |||
| Number of votes cast by them | 512,28,46,367 | 3,65,635 | 512,32,12,002 | |||
| % of Total Number of valid votes cast | 99.978 | 99.986 | 99.978 | |||
| (ii) | Voted against the resolution | |||||
| --- | --- | |||||
| Particulars | Remote E-<br>voting | E-Voting<br>at the AGM<br>(Instapoll) | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Number of Members voting | 58 | 1 | 59 | |||
| Number of votes cast by them | 11,29,856 | 50 | 11,29,906 | |||
| % of Total Number of valid votes cast | 0.022 | 0.014 | 0.022 |
Page 8 of 9
| (iii) | Invalid Votes - NIL |
|---|---|
| 8. | A list of Equity shareholders who voted “FOR”, “AGAINST” the resolutions (Both through<br>Remote E-voting and E-voting at the AGM) has been handed over to the Company Secretary. |
| --- | --- |
| 9. | The electronic data and all other relevant records relating to the<br>e-voting shall remain in our safe custody and shall be handed over to the Company Secretary for preserving safely after the Chairman considers, approves and signs the Minutes of the aforesaid Annual General<br>Meeting. |
| --- | --- |
Thanking You,
Yours faithfully,
For V. Sreedharan & Associates
(V. Sreedharan)
Partner
FCS 2347; CP No. 833
Bengaluru
July 13, 2020
UDIN number F002347B000443942
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