Wipro Ltd 6-K, filed Jun 6, 2023
Wipro Ltd (WIT)
About this 6-K
Wipro Ltd filed this 6-K on June 6, 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 June 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.
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 and 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 June 2, 2023, 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 and 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 both by electronic means and through postal ballot:
| • | Approval of the buyback of up to 26,96,62,921 (Twenty Six Crore Ninety Six Lakh Sixty Two Thousand Nine Hundred and Twenty One only) fully paid-up equity shares having face value of Rs. 2/- (Rupees Two only) each of the Company at a price of Rs. 445/- (Rupees Four Hundred and Forty Five only) per equity share payable in cash for an aggregate amount of up to Rs. 120,00,00,00,000/- (Rupees Twelve Thousand Crores only), which constitutes 20.95% and 17.86% of the fully paid-up equity share capital and free reserves as per latest audited standalone and consolidated financial statements, respectively, as at March 31, 2023. |
As per the Indian Companies Act, 2013, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, 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, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, the Circular No. 20/2021 dated December 08, 2021, General Circular No. 02/2022 dated May 5, 2022 and General Circular No.11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and pursuant to other applicable laws and regulation, the Company provided its shareholders the ability to cast their votes by e-voting for the resolution. The e-voting period commenced on May 3, 2023 and ended on June 1, 2023.
On June 2, 2023, 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, June 16, 2023 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: June 6, 2023
INDEX TO EXHIBITS
| Item |
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| 99.1 | Letter to the Stock Exchanges dated June 2, 2023. | |
| 99.2 | Letter to the Stock Exchanges dated June 2, 2023. | |
Exhibit 99.1
June 2, 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 Madam/Sir,
Sub: Results of Postal Ballot by remote e-voting process
Further to our letter dated May 2, 2023 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 April 27, 2023.
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: 2023.06.02 16:12:36 +05’30’ | |
| 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 |
27-Apr-23 | |||
| Voting- |
||||
| Start Date |
03-May-23 | |||
| End Date |
01-Jun-23 | |||
| Total number of shareholders on record date (cut-off date- April 28, 2023) |
27,88,415 | |||
| 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 of Voting |
No. of shares |
No. of votes polled (2) |
% of Votes Polled |
No. of Votes – in favour (4) |
No. of Votes – |
% of Votes in |
% of Votes against | ||||||||||||
| Promoter and Promoter Group |
E-Voting | 4,00,19,50,248 | 4,00,19,50,248 | 100.00 | 4,00,19,50,248 | — | 100.00 | — | ||||||||||||
| Poll | — | — | — | — | — | — | ||||||||||||||
| Postal Ballot (if applicable) | — | — | — | — | — | — | ||||||||||||||
| Public- Institutions |
E-Voting | 50,41,70,159 | 43,05,08,280 | 85.39 | 42,64,92,968 | 40,15,312 | 99.07 | 0.93 | ||||||||||||
| Poll | — | — | — | — | — | — | ||||||||||||||
| Postal Ballot (if applicable) | — | — | — | — | — | — | ||||||||||||||
| Public- Non Institutions |
E-Voting | 98,19,59,822 | 35,22,90,875 | 35.88 | 35,15,90,640 | 7,00,235 | 99.80 | 0.20 | ||||||||||||
| Poll | — | — | — | — | — | — | ||||||||||||||
| Postal Ballot (if applicable) | — | — | — | — | — | — | ||||||||||||||
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| Total | 5,48,80,80,229 | 4,78,47,49,403 | 87.18 | 4,78,00,33,856 | 47,15,547 | 99.90 | 0.10 | |||||||||||||
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| For Wipro Limited
| ||
| SANAULLA
KHAN
MOHAMMED |
Digitally signed by SANAULLA KHAN MOHAMMED Date: 2023.06.02 16:12:54 +05’30’ | |
| M Sanaulla Khan | ||
| Company Secretary | ||
|
V SREEDHARAN AND ASSOCIATES Company Secretaries No. 291, 1st Floor, 10th Main Road, 3rd Block, Jayanagar, Bengaluru - 560 011
|
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+ 91 80 49594533
compliance@sreedharancs.comSCRUTINIZER’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 April 27, 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 and 11/2022 dated December 28,2022 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 April 27, 2023 on May 02, 2023 by email only to the members whose email ids were available with the Company / Registrar and Share Transfer Agent (RTA).
| Page 1 of 3 |
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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 28, 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 June 01, 2023, at 5:01 pm. |
| 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, April 28, 2023. |
| 2.5 | Votes cast through electronic means up to 5.00 PM of June 01, 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. |
| 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. |
| Page 2 of 3 |
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| 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-1. |
| 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 April 27,2023. |
Thanking you,
| For V SREEDHARAN & ASSOCIATES | ||
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| (Pradeep B Kulkarni) | ||
| Partner | ||
| FCS: 7260; CP No. 7835 | ||
| Address: No. 291, 1st Floor, 10th Main Road | ||
| 3rd Block, Jayanagar, Bengaluru-560011 | ||
Place: Bengaluru
Date: June 02, 2023
UDIN: F007260E000448195
| 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 April 27, 2023
1. Approval for Buyback of equity shares of the Company.
| Particulars |
E-Voting | % of total paid-up equity capital as on cut-off date (i.e., 28/04/2023) (5,48,80,80,229 Equity Shares) |
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| No. of members voted through e-voting system |
No. of votes cast through e-voting system. (Equity Shares of Rs. 2/- each) |
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| (a) Total e-votes received |
8,198 | 4,84,40,16,561 | 88.26 | |||||||||
| (b) Less: Invalid e-votes (as per register) (No. of Shares including cases where less votes cast and abstained from voting) |
343 | 5,92,67, 158 | 1.08 | |||||||||
| (c) Net valid e-votes (as per register) |
7,855 | * | 4,78,47,49,403 | 87.18 | ||||||||
| (d) e-votes with assent for the Resolution as a percentage of net valid e-votes |
7,126 | 4,78,00,33,856 | 99.90 | |||||||||
| (e) e-votes with dissent for the Resolution as a percentage of net valid e-votes |
766 | 47,15,547 | 0.10 | |||||||||
| * | 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 37 members have voted both in favour and against. |
| Page 1 of 1 |
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Exhibit 99.2
June 2, 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: Record Date for buyback of equity shares
This has reference to our earlier letter dated April 27, 2023, informing the stock exchanges that the Board of Directors have approved the buyback of equity shares by the Company and also our letter dated June 2, 2023, informing the stock exchanges that the shareholders have approved the buyback of equity shares by the Company.
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, June 16, 2023 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 | ||
| SANAULLA KHAN MOHAMMED |
Digitally signed by SANAULLA KHAN MOHAMMED Date: 2023.06.02 17:57:02 +05’30 | |
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| M Sanaulla Khan | ||
| Company Secretary |
CC:
| a) | National Securities Depository Limited (NSDL) |
| b) | Central Depository Services (India) Limited |
| c) | KFIN Technologies Limited, Registrar and Share Transfer Agent |
