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 May 2019
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
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 Notice of Postal Ballot (the “Notice”), which seeks shareholder approval for items that were approved by the Board of Directors (the “Board”) on April 16, 2019. 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 May 2, 2019, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange that it is sending the Notice to equity shareholders and holders of American Depositary Shares (the “ADSs”). A copy of such letter to the stock exchanges is attached to this Form 6-K as Item 99.1.
The Notice, which is enclosed with such letter, includes resolutions relating to the buyback of equity shares and appointment of Mrs. Arundhati Bhattacharya as an Independent Director of the Company. The despatch of Notice, the explanatory statement setting out the material facts and reasons thereto and the Postal Ballot Form to the equity shareholders of the Company was completed on May 2, 2019.
On May 3, 2019 the Company informed the securities exchanges in India on which its securities are listed that it placed advertisements in certain Indian newspapers intimating completion of the despatch of the Notice, along with an explanatory statement and Postal Ballot Form. A copy of such letter to the stock exchanges, which enclosed a copy of the newspaper advertisements, is attached to this Form 6-K as Item 99.2.
In connection with the Notice, the Company has coordinated with JPMorgan Chase Bank, N.A., the American Depositary Receipt depositary, for the sending of a proxy card (the “ADS Proxy Card”) to the holders of ADSs of the Company. A copy of the ADS Proxy Card is attached to this Form 6-K as Item 99.3.
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: May 3, 2019 | ||||
INDEX TO EXHIBITS
| Item |
||
| 99.1 | Letter to the Stock Exchanges dated May 2, 2019. | |
| 99.2 | Letter to the Stock Exchanges dated May 3, 2019. | |
| 99.3 | ADS Proxy Card. | |