Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
January 13 2021 - 5:12PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on January 13, 2021
Registration
No. 333-218348
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 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
Los Angeles, CA 90017
(213) 627-8252
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become
effective under Rule 466
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☒
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immediately
upon filing
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☐
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on
(Date) at (Time)
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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
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Amount
to be
registered
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Proposed
maximum
aggregate price
per unit (1)
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Proposed
maximum
aggregate offering
price (2)
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Amount of
registration fee
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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
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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.
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Pursuant to Rule 429, the Prospectus contained herein also
relates to the American Depositary Shares registered under, and constitutes Post-Effective Amendment No. 1 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 Amendment No. 4 to Deposit Agreement filed as Exhibit (a)(5) 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
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Location in Form
of American Depositary
Receipt Filed
Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item
2. AVAILABLE INFORMATION
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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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 by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
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(a)(1)
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Deposit Agreement among Wipro Limited
(the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to
time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration Statement on
Form F-6 (333-12584) filed with the Securities and Exchange Commission, which is incorporated herein by reference.
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(a)(2)
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Form of Amendment No. 1 to Deposit Agreement.
Previously filed as Exhibit (a) to Post-Effective Amendment to Form F-6 (333-12584) filed with the Securities and Exchange Commission,
which is incorporated herein by reference.
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(a)(3)
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Form
of Amendment No. 2 to Deposit Agreement. Previously filed as Exhibit (a)(3) to Form F-6
(333-187930) filed with the Securities and Exchange Commission, which is incorporated
herein by reference.
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(a)(4)
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Form
of Amendment No. 3 to Deposit Agreement. Previously filed as Exhibit (a)(4) to Form F-6
(333-218348) filed with the Securities and Exchange Commission, which is incorporated
herein by reference.
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(a)(5)
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Form
of Amendment No. 4 to Deposit Agreement, including the form of ADR. Filed herewith as
Exhibit (a)(5).
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(b)
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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.
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(c)
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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.
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(d)
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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.
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(e)
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Certification under Rule 466.
Filed herewith as Exhibit (e).
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Item
4. UNDERTAKINGS
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(a)
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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.
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(b)
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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.
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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 January 13, 2021.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Timothy E. Green
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Name:
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Timothy E. Green
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Title:
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Vice President
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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 January 13, 2021.
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WIPRO LIMITED
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By:
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/s/ Thierry Delaporte
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Name:
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Thierry Delaporte
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Title:
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Chief Executive Officer and Managing Director
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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 January 13, 2021, in the capacities indicated.
SIGNATURES
Signature
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Title
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/s/ Azim H. Premji
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Founder Chairman, Non-Executive, Non-Independent Director
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Azim H. Premji
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/s/ Rishad A. Premji
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Chairman
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Rishad A. Premji
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/s/ Thierry Delaporte
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Chief Executive Officer and Managing Director
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Thierry Delaporte
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/s/ Jatin Pravinchandra Dalal
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President and Chief Financial Officer
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Jatin Pravinchandra Dalal
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(Principal Financial and Accounting Officer)
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Director
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Ireena Vittal
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/s/ M. K. Sharma
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Director
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M. K. Sharma
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/s/ Deepak M. Satwalekar
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Director
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Deepak M. Satwalekar
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/s/ Patrick Dupuis
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Director
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Patrick Dupuis
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Director
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Dr. Patrick J. Ennis
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/s/ William Arthur Owens
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Director
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William Arthur Owens
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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 January 13, 2021.
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Authorized U.S. Representative
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By:
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/s/
Mohit Bansal
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Name:
Mohit Bansal
Senior
Manager-Finance
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INDEX
TO EXHIBITS
Exhibit
Number
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(a)(5)
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Form
of Amendment No. 4 to Deposit Agreement.
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(e)
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Rule 466 Certification
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