6-K

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 December 2016

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.

DISCLOSURE OF AGREEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION

Wipro Limited, a company organized under the laws of the Republic of India (the “Company”), informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange via its letter dated December 22, 2016 that it has entered into an agreement with the Securities and Exchange Commission to formally resolve the previously disclosed six-year old investigation. A copy of the letter to the securities exchanges is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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: December 22, 2016

INDEX TO EXHIBITS

Item
99.1	Letter to Securities Exchanges, dated December 22, 2016, announcing entry into an agreement with the Securities and Exchange Commission.

EX-99.1

Exhibit 99.1

December 22, 2016

The Manager – Listing
National Stock Exchange of India Limited	022-26598238
The Manager – Listing
Bombay Stock Exchange Limited	022-22723121
The Market Operations,
NYSE, New York	0012126565780

Dear Sir,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find herewith enclosed the disclosure being made by the Company.

We request you to take this disclosure on record.

For Wipro Limited

M Sanaulla Khan

Company Secretary

Wipro Limited Announces Agreement with Securities and Exchange Commission

East Brunswick, New Jersey, USA and Bangalore, India, December 22, 2016: Wipro Limited today announced that it has reached an agreement with the U.S. Securities and Exchange Commission (SEC) to formally resolve the previously disclosed six-year-old investigation.

In agreeing to the settlement, the Company neither admits nor denies the SEC’s allegations that the Company violated certain provisions of the Securities Exchange Act of 1934 (Exchange Act). The SEC has credited the Company’s cooperation and remedial measures in arriving at the settlement. Under the terms of the settlement, the Company consents to pay a civil money penalty of $5 million, to cease and desist from committing or causing violations of the Exchange Act, and to undertake certain follow through actions.

Wipro takes pride in its commitment to the highest standards of integrity and corporate governance. The Company is pleased to formally resolve and put this six-year-old matter behind it. The Company believes it is in its best interests and that of all its stakeholders to resolve this prolonged matter and has accordingly reached the settlement.

Background

In December 2009, the Company self-discovered that an employee embezzled funds amounting to INR 228 million (approximately $4 million), beginning in November 2006. The Company was able to substantially recover the embezzled funds. The Company publicly disclosed the embezzlement through a press release and in its annual report for financial year (FY) 2009-10.

Upon discovery of the embezzlement, the Company immediately took several steps which included an internal and external investigation, hiring additional accounting and finance personnel, and adopting the recommendations of auditors and consultants. The Company identified the underlying internal control weaknesses and these were remediated as of March 31, 2010. The Company’s external auditors subsequently reviewed and issued an unqualified opinion concerning the effectiveness of the Company’s internal controls over financial reporting in the annual filing for FY 2009-10.

The SEC initiated an inquiry in September 2010. The Company has made ongoing disclosures of the inquiry in its annual Form 20-F filed with the SEC and made available on the Company’s website.

The Company considers the settled resolution of this long-pending matter to be an efficient approach and in the best interests of the Company and its investors to avoid the cost associated with a prolonged litigation.

The Company’s India Counsel has opined that the matters covered by the settlement do not violate the provisions of the Companies Act 1956 or the relevant provisions of the Listing Agreement with Stock Exchanges.