Wipro Ltd 6-K, filed Jun 7, 2021
Wipro Ltd (WIT)
About this 6-K
Wipro Ltd filed this 6-K on June 7, 2021.
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 2021
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 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 the postal ballot sent to the Company’s equity shareholders on May 5, 2021. 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 6, 2021, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange of the voting results and Scrutinizer’s Report for the special resolutions relating to the re-appointment of Dr. Patrick J. Ennis and Mr. Patrick Dupuis as Independent Directors of the Company. The aforesaid resolutions were passed by the requisite majority of Members, through postal ballot by remote e-voting process. 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/ Jatin Pravinchandra Dalal |
| Jatin Pravinchandra Dalal |
| Chief Financial Officer |
Dated: June 7, 2021
INDEX TO EXHIBITS
| Item | |
|---|---|
| 99.1 | Letter to the Exchanges dated June 6, 2021. |
EX-99.1
Exhibit 99.1
June 6, 2021
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 May 5, 2021 and in accordance with the Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the voting results and Scrutinizer’s Report for the special resolutions relating to re-appointment of Dr. Patrick J. Ennis (DIN: 07463299) and Mr. Patrick Dupuis (DIN: 07480046) as Independent Directors of the Company.
The aforesaid resolutions have been passed by Members with requisite majority, through postal ballot by remote e-voting process.
Thanking You,
For WIPRO LIMITED
M Sanaulla Khan
Company Secretary
ENCL: As above
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 | 15-Apr-21 | ||||||||||||||
| Voting- | |||||||||||||||
| Start Date | 06-May-21 | ||||||||||||||
| End Date | 04-Jun-21 | ||||||||||||||
| Total number of shareholders on record date (cut-off date- April 30, 2021) | 768,746 | ||||||||||||||
| 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:<br>(Ordinary/ Special) | SPECIAL - Re-appointment of Dr. Patrick J Ennis (DIN: 07463299) as an Independent Director of the Company (Special resolution). | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Whether promoter/ promoter<br>group are interested in the<br>agenda/resolution? | No | ||||||||||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polledon outstandingshares(3)=[(2)/(1)]* 100 | No. of Votes -in favour(4) | No. of Votes –<br>against (5) | % of Votes infavour on votes polled<br>(6)=[(4)/(2)]*100 | % of Votes against<br>on votes polled(7)=[(5)/(2)]*100 | |||||||
| Promoter and Promoter Group | E-Voting | 4,001,040,248 | 4,001,040,248 | 100.00 | 4,001,040,248 | — | 100.00 | — | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Public- Institutions | E-Voting | 855,659,637 | 740,019,700 | 86.49 | 712,608,629 | 27,411,071 | 96.30 | 3.70 | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Public- Non Institutions | E-Voting | 622,441,337 | 164,598,248 | 26.44 | 155,953,799 | 8,644,449 | 94.75 | 5.25 | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | **** | 5,479,141,222 | **** | 4,905,658,196 | **** | 89.53 | **** | 4,869,602,676 | **** | 36,055,520 | **** | 99.27 | **** | 0.73 |
| Resolution required:<br>(Ordinary/ Special) | SPECIAL - Re-appointment of Dr. Patrick J Ennis (DIN: 07463299) as an Independent Director of the Company (Special resolution). | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter<br>group are interested in the<br>agenda/resolution? | No | ||||||||||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polledon outstandingshares(3)=[(2)/(1)]* 100 | No. of Votes -in favour(4) | No. of Votes –<br>against (5) | % of Votes infavour on votes polled<br>(6)=[(4)/(2)]*100 | % of Votes against<br>on votes polled(7)=[(5)/(2)]*100 | |||||||
| Promoter and Promoter Group | E-Voting | 4,001,040,248 | 4,001,040,248 | 100.00 | 4,001,040,248 | — | 100.00 | — | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Public- Institutions | E-Voting | 855,659,637 | 740,019,700 | 86.49 | 722,058,497 | 17,961,203 | 97.57 | 2.43 | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Public- Non Institutions | E-Voting | 622,441,337 | 164,598,139 | 26.44 | 157,859,745 | 6,738,394 | 95.91 | 4.09 | |||||||
| Poll | — | — | — | — | — | — | |||||||||
| Postal<br>Ballot (if<br>applicable) | — | — | — | — | — | — | |||||||||
| Total | **** | 5,479,141,222 | **** | 4,905,658,087 | **** | 89.53 | **** | 4,880,958,490 | **** | 24,699,597 | **** | 99.50 | **** | 0.50 |
For Wipro Limited
M Sanaulla Khan
Company Secretary
SCRUTINIZER’S REPORT
June 05, 2021
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 April 15, 2021 appointed me as a Scrutinizer<br>for scrutinizing the postal ballot voting including e-voting process. |
|---|---|
| 2. | I submit my report as under: |
| --- | --- |
As per the 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, and 39/2020 dated December 31, 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—19” 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 April 15, 2021 on May 05, 2021 by email only to the members whose email ids were available with the Company / RTA.
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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, April 30, 2021.
| 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 Friday, June 04, 2021 at 5.04 P.M.<br> |
| --- | --- |
| 2.4 | Votes cast through electronic means were scrutinized and the shareholding was matched/confirmed with the<br>Register of Members of the company/list of beneficiaries as on Friday, April 30, 2021. |
| --- | --- |
| 2.5 | Votes cast through electronic means up to 5.00 PM of June 04, 2021 being the last time and date fixed by the<br>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. |
| --- | --- |
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| --- | |
| 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 April 15, 2021. |
| --- | --- |
Thanking you,
For V. Sreedharan & Associates
(Pradeep B. Kulkarni)
Partner
FCS 7260; CP No. 7835
Place: Bengaluru
Date: June 05, 2021
UDIN: F007260C000424237
| Page 3 of 3 |
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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 April 15, 2021.
| 1. | Re-appointment of Dr. Patrick J. Ennis (DIN: 07463299) asan Independent Director of the Company—Special Resolution | |||||
|---|---|---|---|---|---|---|
| Particulars | E-Voting | % of total paid-<br><br><br>up equity capital | ||||
| --- | --- | --- | --- | --- | --- | --- |
| No. of members voted | No. of votes cast through | |||||
| through e-voting | e-voting system. | as on cut-off<br>date | ||||
| system | (Equity Shares | (i.e., 30/04/2021) | ||||
| of Rs. 2/- each) | ||||||
| (547,91,41,222) | ||||||
| Equity Shares) | ||||||
| (a) Total e-votes received. | 2,339 | 494,84,94,690 | 90.32 | |||
| (b) Less: Invalid e-votes (as<br>per register) (No. of Shares including cases where less votes cast and abstained from voting) | 51 | 4,28,36,494 | 0.78 | |||
| (c) *Net valid e-votes (as per<br>register) | *2,288 | 490,56,58,196 | 89.53 | |||
| (d) e-votes with assent for the<br>Resolution as a percentage of net valid e-votes | 2,161 | 486,96,02,676 | 99.27 | |||
| (e) e-votes with dissent for the<br>Resolution as a percentage of net valid e-votes | 149 | 36,05,5520 | 0.73 | |||
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| --- | ||||||
| 2. | Re-appointment of Mr. Patrick Dupuis (DIN: 07480046) as anIndependent Director of the Company—Special Resolution | |||||
| --- | --- | |||||
| Particulars | E-Voting | % of total paid-<br><br><br>up equity capital | ||||
| --- | --- | --- | --- | --- | --- | --- |
| No. of members voted | No. of votes cast through | |||||
| through e-voting | e-voting system | as on cut-off date | ||||
| system | (Equity Shares | (i.e., 30/04/2021) | ||||
| of Rs. 2/- each) | ||||||
| (547,91,41,222) | ||||||
| Equity Shares) | ||||||
| (a) Total e-votes received. | 2,339 | 494,84,94,690 | 90.32 | |||
| (b) Less: Invalid e-votes (as<br>per register) (No. of Shares including cases where less votes cast and abstained from voting) | 55 | 4,28,36,603 | 0.78 | |||
| (c) *Net valid e-votes (as per<br>register) | *2,284 | 490,56,58,087 | 89.53 | |||
| (d) e-votes with assent for the<br>Resolution as a percentage of net valid e-votes | 2,156 | 488,09,58,490 | 99.50 | |||
| (e) e-votes with dissent for the<br>Resolution as a percentage of net valid e-votes | 150 | 2,46,99,597 | 0.50 | |||
| * | 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 22 members have voted both in favour and against for both the resolutions above. | |||||
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