Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 |
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 | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $682 |
| (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. |
| Location in Form of American Depositary | ||||
| Item Number and Caption | 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, if any, the deposited securities | Paragraph (12) | ||
| (iii) | Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | ||
| (iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8) 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 | Paragraph (7) | ||
| Location in Form of American Depositary | |||
| Item Number and Caption | Receipt Filed Herewith as Prospectus | ||
| (b) | 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. | Paragraph (8) | |
| (a)(1) | 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. |
| (a)(2) | 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. |
| (a)(3) | Form of Amendment No. 2 to Deposit Agreement, including the form of ADR. Filed herewith as Exhibit (a)(3). |
| (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. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
| (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. |
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 | ||
| WIPRO LIMITED | ||
| By: | /s/ Azim H. Premji | |
| Name: | Azim H. Premji | |
| Title: | Chairman and Managing Director | |
| Signature | Title | |
/s/ Azim H. Premji | Chairman and Managing Director | |
Azim H. Premji | (Principal Executive Officer) | |
| /s/ T.K. Kurien | Chief Executive Officer and Executive Director | |
T.K. Kurien | (Principal Executive Officer) | |
| /s/ Suresh C. Senapaty | Chief Financial Officer and Executive Director | |
Suresh C. Senapaty | (Principal Financial and Accounting Officer) | |
| Director | ||
Dr. Ashok S. Ganguly | ||
| /s/ B. C. Prabhakar | Director | |
B. C. Prabhakar | ||
| Director | ||
Dr. Jagdish N. Sheth | ||
| /s/ Narayanan Vaghul | Director | |
Narayanan Vaghul | ||
| Director | ||
William Arthur Owens | ||
| Director | ||
P.M. Sinha | ||
| Director | ||
Dr. Henning Kagermann | ||
| /s/ M.K. Sharma | Director | |
M.K. Sharma | ||
| /s/ Shyam Saran | Director | |
Shyam Saran | ||
| Director | ||
Vyomesh Joshi | ||
| Authorized U.S. Representative | |||
| By: | /s/ Sridhar Ramasubbu | ||
Name: Sridhar Ramasubbu CFO – International Operations | |||
Exhibit Number | ||
| (a)(3) | Form of Amendment No. 2 to Deposit Agreement. | |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
(e) | Rule 466 Certification |
