Wipro Ltd 6-K, filed Dec 1, 2023
Wipro Ltd (WIT)
About this 6-K
Wipro Ltd filed this 6-K on December 1, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of November 2023
Commission File Number 001-16139
Wipro Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Karnataka, India
(Jurisdiction of incorporation or organization)
Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India +91-80-2844-0011
(Address of principal executive offices)
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 OF POSTAL BALLOT RESULTS
Wipro Limited, a company organized under the laws of the Republic of India (the “Company”), hereby furnishes the Commission with the following information concerning the results of a postal ballot notice by electronic mode to the Company’s equity shareholders. 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 29, 2023, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange (together, the “Exchanges”) of the voting results and Scrutinizer’s Report for the special resolution passed through remote e-voting process for the appointment of Mr. N S Kannan as an Independent Director of the Company. A copy of such letter to the Exchanges is attached to this Form 6-K as Item 99.1.
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/ M. Sanaulla Khan |
| M. Sanaulla Khan |
| Senior Vice President and Company Secretary |
Dated: December 1, 2023
INDEX TO EXHIBITS
| Item | ||
| 99.1 | Letter to the Exchanges dated November 29, 2023. | |
Exhibit 99.1
November 29, 2023
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 30, 2023, please find enclosed the Scrutinizer’s Report for the special resolution relating to appointment of Mr. N S Kannan (DIN: 00066009) as an Independent Director of the Company.
The aforesaid resolution has been passed by shareholders through postal ballot by remote e-voting process with requisite majority.
Thanking you.
For Wipro Limited
|
SANAULLA
KHAN
MOHAMMED |
Digitally signed by SANAULLA KHAN MOHAMMED Date: 2023.11.29 21:33:12 +05’30’ |
M Sanaulla Khan
Company Secretary
ENCL: As above
|
|
SCRUTINIZER’S REPORT
[Pursuant to Section 110 of the Companies Act, 2013 read with Rule
22 of the Companies (Management and Administration) Rules, 2014]
To,
The Chairman,
Wipro Limited
Doddakannelli,
Sarjapur Road,
Bengaluru - 560035
Sir,
| 1. | The Board of Directors of the Company at its meeting held on October 18, 2023, appointed me as a Scrutinizer for scrutinizing the postal ballot voting including e-voting process. |
| 2. | I submit my report as under: |
As per General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 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 - 19” issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), the Company has sent the Postal Ballot Notice dated October 18, 2023 on October 30, 2023 by email only to the members whose email ids were available with the Company / Registrar and Share Transfer Agent (RTA).
|
PRADEEP
BHEEMSEN
KULKARNI |
Digitally signed by PRADEEP BHEEMSEN KULKARNI Date: 2023.11.29 21:06:18 +05’30’ |
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., Friday, October 27, 2023.
| 2.1 | Particulars of votes cast through electronic means only have been entered in the register separately maintained for the purpose. |
| 2.2 | Since there was no voting by physical postal ballot form, the question of keeping them under my safe custody before commencing the scrutiny does not arise. |
| 2.3 | The votes cast through electronic means were unblocked on November 29, 2023, at 5:00 P.M. |
| 2.4 | Votes cast through electronic means were scrutinized and the shareholding was matched / confirmed with the Register of Members of the Company / list of beneficiaries as on Friday, October 27, 2023. |
| 2.5 | Votes cast through electronic means up to 5.00 PM of November 29, 2023, being the last time and date fixed 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 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. |
| Page 2 of 3 |
PRADEEP
BHEEMSEN
KULKARNI |
Digitally signed by PRADEEP BHEEMSEN KULKARNI Date: 2023.11.29 21:06:39 +05’30’ |
| 2.7 | Since the voting on Postal Ballot process was conducted only through e-voting, reporting on number of envelopes containing postal ballot forms returned undelivered also does not arise. |
| 2.8 | Since the voting on Postal Ballot process was conducted only through 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 of the Company on the special resolution mentioned in the Postal Ballot Notice dated October 18, 2023. |
Thanking you,
For V SREEDHARAN & ASSOCIATES
|
PRADEEP
BHEEMSEN
KULKARNI |
Digitally signed by PRADEEP BHEEMSEN KULKARNI Date: 2023.11.29 21:06:54 +05’30’ |
(Pradeep B Kulkarni)
Partner
FCS: 7260; CP No.7835
Address: Plot No. 293, #201, 2nd Floor, 10th Main Road
3rd Block, Jayanagar, Bengaluru-560011
Place: Bengaluru
Date: 29.11.2023
UDIN: F007260E002722687
Peer Review Certificate No. 589/2019
Page 3 of 3
Annexure I
Wipro Limited
Regd. Office: Doddakannelli, Sarjapur Road, Bengaluru - 560035
Summary of votes cast through electronic means for the special resolution mentioned in the Postal Ballot Notice dated October 18, 2023
| 1. | Approval for appointment of Mr. N.S Kannan (DIN: 00066009) as an Independent Director of the company. |
| Particulars |
E-Voting | % of total paid-up equity capital as on cut-off date (i.e.,27/10/2023) (5,22,19,98,029 Equity Shares) |
||||||||||
| No. of members voted through e-voting system |
No. of votes cast through e-voting system. (Equity Shares of Rs. 2/- each) |
|||||||||||
| (a) Total e-votes received |
7,657 | 4,62,57,50,641 | 88.58 | |||||||||
| (b) Less: Invalid e-votes (as per register) (No. of Shares including cases where less votes cast and abstained from voting) |
240 | 5,07,52,773 | 0.97 | |||||||||
| (c) Net valid e-votes* (as per register) |
7,417 | 4,57,49,97,868 | 87.61 | |||||||||
| (d) e-votes with assent for the Resolution as a percentage of net valid e-votes |
6,978 | 4,57,24,78,424 | 99.94 | |||||||||
| (e) e-votes with dissent for the Resolution as a percentage of net valid e-votes |
472 | 25,19,444 | 0.06 | |||||||||
| * | 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 33 members have voted both in favour and against. |
|
PRADEEP
BHEEMSEN
KULKARNI |
Digitally signed by PRADEEP BHEEMSEN KULKARNI Date: 2023.11.29 21:07:07 +05’30’ |
Page 1 of 1