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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/17/23 JPMorgan Chase Bank N… Depositary F-6 POS 3:385K Wipro Ltd. E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size
1: F-6 POS Post-Effective Amendment of an 'F-6EF' HTML 66K
Registration
2: EX-99.(A) Miscellaneous Exhibit HTML 206K
3: EX-99.(E) Miscellaneous Exhibit HTML 5K
As filed with the U.S. Securities and Exchange Commission on July 17, 2023
Registration No. 333-218348
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
WIPRO LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
Republic of India
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11, New York, New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
CT Corporation System
818 West 7th Street
(213) 627-8252
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
|
Scott A. Ziegler, Esq. |
|
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
☒ immediately upon filing
☐ on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. ☐
CALCULATION OF REGISTRATION FEE
|
Title of each class of Securities to be registered
|
Amount to be registered
|
Proposed maximum aggregate price per unit (1) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee
|
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one equity share, par value Rs. 2 per share, of WIPRO LIMITED | N/A | N/A | N/A | N/A |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under, and constitutes Post-Effective Amendment No. 2 to, Form F-6 Registration Statement No. 333-187930.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption
|
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting the deposited securities | Paragraph (12) | ||
| (iii) | Procedure for collecting and distributing dividends | Paragraphs (4), (5), (7) and (10) | ||
| (iv) | Procedures for transmitting notices, reports and proxy soliciting material | Paragraphs (3), (8), (11) and (12) | ||
| (v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | ||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | Paragraph (3) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly | Paragraph (7) | ||
Item 2. AVAILABLE INFORMATION
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | ||
| (a) | Statement that Wipro Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commission, and that such reports can be inspected and retrieved by holders and beneficial owners through the EDGAR system on the Securities and Exchange Commission's Internet Website located as of the date of the Deposit Agreement at www.sec.gov and can be inspected and copied at the public reference facilities maintained by the Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. |
Paragraph (8)
| |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Amended and Restated Deposit Agreement among Wipro Limited (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of ADR. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed as Exhibit (d) to Form F-6 (333-218348) filed with the Securities and Exchange Commission, which is incorporated herein by reference. |
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 17, 2023.
|
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| By: | /s/ Gregory A. Levendis | |
| Name: | Gregory A. Levendis | |
| Title: | Executive Director |
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Wipro Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on July 17, 2023.
WIPRO LIMITED | ||
| By: | /s/ Jatin Pravinchandra Dalal | |
| Name: | Jatin Pravinchandra Dalal | |
| Title: | Chief Financial Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thierry Delaporte and Jatin Pravinchandra Dalal, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on July 17, 2023, in the capacities indicated.
SIGNATURES
|
Signature |
Title | |
|
/s/ Azim H. Premji |
Founder Chairman, Non-Executive, Non-Independent Director
| |
|
/s/ Rishad A. Premji |
Executive Chairman
| |
|
Chief Executive Officer and Managing Director
| ||
|
Chief Financial Officer (Principal Financial and Accounting Officer) | ||
|
/s/ Ireena Vittal |
Director
| |
|
Director
| ||
|
/s/ Patrick Dupuis |
Director
| |
|
Director
| ||
|
/s/ Tulsi Naidu |
Director
| |
|
/s/ Päivi Rekonen |
Director
| |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Wipro Limited, has signed this Post-Effective Amendment to Registration Statement on Form F-6 on July 17, 2023.
| Authorized U.S. Representative | |||
| By: | /s/ Mohit Bansal | ||
|
Name: Mohit Bansal Senior Manager-Finance | |||
INDEX TO EXHIBITS
| Exhibit Number | ||
| (a) | Form of Amended and Restated Deposit Agreement. | |
| (e) | Rule 466 Certification |
| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/17/23 | None on these Dates | ||
| List all Filings | ||||