6-K
WIPRO LTD (WIT)
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 November 2022
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 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 24, 2022, 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 passed through remote e-voting process for the appointment of Ms. Päivi Elina Rekonen Fleischer as an Independent Director of the Company or a period of five years beginning October 1, 2022. 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: November 28, 2022
INDEX TO EXHIBITS
| Item | |
|---|---|
| 99.1 | Letter to the Exchanges dated November 24, 2022. |
EX-99.1
Exhibit 99.1
November 24, 2022
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
This is in continuation to our letter dated October 12, 2022, regarding the Postal Ballot Notice for seeking approval of the Members of the Company by way of special resolution for appointment of Ms. Päivi Elina Rekonen Fleischer (DIN: 09669696) as an Independent Director of the Company from October 1, 2022, for a period of 5 (five) years.
In this regard, please note that Mr. Pradeep B. Kulkarni, Partner of V. Sreedharan & Associates, Practising Company Secretary, who was appointed as the Scrutinizer has submitted their Report on November 24, 2022. The aforesaid resolution has been passed by Members with the requisite majority, through postal ballot by remote e-voting process.
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 resolution passed in this regard.
Thanking you,
| For Wipro Limited |
|---|
<br><br><br> <br><br> <br>M Sanaulla Khan |
| Company Secretary |
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 | October 12, 2022 | ||||||||||||||
| Voting- | |||||||||||||||
| Start Date | October 24, 2022 | ||||||||||||||
| End Date | November 22, 2022 | ||||||||||||||
| Total number of shareholders on record date (cut-off date-October 14, 2022) | 27,55,626 | ||||||||||||||
| 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 - Appointment of Ms. Päivi Elina Rekonen Fleischer (DIN: 09669696) as an Independent Director of the Company for a period of 5 years with effect from October 1, 2022 | ||||||||||||||
| --- | --- | ||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | NO | ||||||||||||||
| Category | Mode of<br>Voting | No. of shares<br>held (1) | No. of votes<br>polled (2) | % of Votes Polled<br>on outstanding<br>shares<br>(3)=[(2)/(1)]* 100 | No. of Votes –<br>in favour (4) | No. of Votes –<br>against (5) | % of Votes in<br>favour on votes<br>polled<br>(6)=[(4)/(2)]*100 | % of Votes against<br>on votes polled<br>(7)=[(5)/(2)]*100 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| E-Voting | 4,00,19,50,248 | 100.00 | 4,00,19,50,248 | — | 100.00 | — | |||||||||
| Poll | 4,00,19,50,248 | — | — | — | — | — | — | ||||||||
| Promoter and Promoter Group | Postal Ballot (if<br>applicable) | — | — | — | — | — | — | ||||||||
| E-Voting | 45,12,65,875 | 84.99 | 45,01,16,920 | 11,48,955 | 99.75 | 0.25 | |||||||||
| Poll | 53,09,90,848 | — | — | — | — | — | — | ||||||||
| Public- Institutions | Postal Ballot (if<br>applicable) | — | — | — | — | — | — | ||||||||
| E-Voting | 32,93,19,047 | 34.57 | 32,91,85,928 | 1,33,119 | 99.96 | 0.04 | |||||||||
| Poll | 95,26,98,598 | — | — | — | — | — | — | ||||||||
| Public- Non Institutions | Postal Ballot (if<br>applicable) | — | — | — | — | — | — | ||||||||
| Total | 5,48,56,39,694 | 4,78,25,35,170 | 87.18 | 4,78,12,53,096 | 12,82,074 | 99.97 | 0.03 |
For Wipro Limited
M Sanaulla Khan
Company Secretary
V SREEDHARAN AND ASSOCIATES<br><br><br>Company Secretaries<br> <br><br><br><br>No. 291, 1^st^ Floor, 10^th^Main Road, 3^rd^Block,<br> <br>Jayanagar, Bengaluru - 560 011<br><br><br><br><br><br> <br> + 91 80 49594533<br><br><br> <br> compliance@sreedharancs.com |
|---|
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 12, 2022, 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 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 and 03/2022 dated May 05, 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”) 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 October 12, 2022 on October 21, 2022 by email only to the members whose email ids were available with the Company / Registrar and Share Transfer Agent (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, October 14, 2022.
| 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 November 22, 2022, at 5.02 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, October 14, 2022. |
| --- | --- |
| 2.5 | Votes cast through electronic means up to 5.00 PM of November 22, 2022, being the last time and date fixed<br>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<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. |
| --- | --- |
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| --- | |
| 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. |
| --- | --- |
| 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<br>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 October 12, 2022. |
| --- | --- |
Thanking you,
| For V SREEDHARAN & ASSOCIATES |
|---|
| /s/ Pradeep B Kulkarni<br><br><br>(Pradeep B Kulkarni)<br> <br>Partner<br><br><br>FCS: 7260; CP No. 7835 |
| **Address:**No. 291, 1^st^ Floor, 10^th^ Main Road |
| 3^rd^<br>Block, Jayanagar, Bengaluru-560011 |
| Place: Bengaluru |
| Date: November 24, 2022 |
| UDIN: F007260D002064084 |
Page 3 of 3
Annexure I
Wipro Limited
Regd.Office: Doddakannelli, Sarjapur Road, Bengaluru - 560035
Summary of votes cast through electronic means
for the resolution mentioned in the Postal Ballot Notice dated October 12, 2022
| 1. | Appointment of Ms. Päivi Elina Rekonen Fleischer (DIN: 09669696) as an Independent Director of theCompany for a period of 5 years with effect from October 1, 2022 - Special Resolution. | |||||
|---|---|---|---|---|---|---|
| Particulars | E-Voting | % of total paid-up<br>equity capital asoncut-off date(i.e., 14/10/2022)(5,48,56,39,694Equity Shares) | ||||
| --- | --- | --- | --- | --- | --- | --- |
| No. ofmembersvoted throughe-voting system | No. of votes<br>cast throughe-voting system.(EquityShares<br>of Rs. 2/- each) | |||||
| (a) Total e-votes received | 6,048 | 4,84,09,25,631 | 88.25 | |||
| (b) Less: Invalid e-votes (as<br>per register) (No. of Shares including cases where less votes cast and abstained from voting) | 194 | 5,83,90,461 | 1.06 | |||
| (c) Net valid e-votes (as per<br>register)* | 5,854 | 4,78,25,35,170 | 87.19 | |||
| (d) e-votes with assent for the<br>Resolution<br>as a percentage of net valid e-votes | 5,360 | 4,78,12,53,096 | 99.97 | |||
| (e) e-votes with dissent for the<br>Resolution<br>as a percentage of net valid e-votes | 540 | 12,82,074 | 0.03 | |||
| * | The total of row (d) and (e) for the column, No. of members voted through<br>e-voting system is not equal to the row (c) for said column, as 46 members have voted both in favour and against for the resolution above. | |||||
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