EX-99.1 2 d395134dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

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

LOGO

M Sanaulla Khan

Company Secretary

 

 

LOGO

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
Voting		    No. of shares
held (1)		      No. of votes
polled (2)		      % of Votes Polled
on outstanding
shares
(3)=[(2)/(1)]* 100		      No. of Votes –
in favour (4)		      No. of Votes –
against (5)		      % of Votes in
favour on votes
polled
(6)=[(4)/(2)]*100		      % of Votes against
on votes polled
(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
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
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
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

 

LOGO

M Sanaulla Khan

Company Secretary

LOGO  

V SREEDHARAN AND ASSOCIATES

Company Secretaries

 

No. 291, 1st Floor, 10th Main Road, 3rd Block,

Jayanagar, Bengaluru - 560 011

LOGO + 91 80 49594533 LOGO compliance@sreedharancs.com

   LOGO

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 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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LOGO

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 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 November 22, 2022, at 5.02 P.M.

 

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, 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 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.

 

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  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.

 

  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-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 of the Company on the resolution mentioned in the Postal Ballot Notice dated October 12, 2022.

Thanking you,

 

For V SREEDHARAN & ASSOCIATES

 

 

LOGO

/s/ Pradeep B Kulkarni

(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: November 24, 2022

 

  
UDIN: F007260D002064084  

 

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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 the Company for a period of 5 years with effect from October 1, 2022 - Special Resolution.

 

Particulars

    E-Voting      % of total paid-up
equity capital as
on cut-off date
(i.e., 14/10/2022)
(5,48,56,39,694
Equity Shares)		  
     No. of
members
voted through
e-voting system		      No. of votes
cast through
e-voting system.
(Equity Shares
of Rs. 2/- each)		  

(a)   Total e-votes received

      6,048        4,84,09,25,631        88.25  

(b)   Less: Invalid e-votes (as 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 register)*

      5,854        4,78,25,35,170        87.19  

(d)   e-votes with assent for the Resolution
as a percentage of net valid e-votes

      5,360        4,78,12,53,096        99.97  

(e)   e-votes with dissent for the Resolution
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 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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