UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-16139
CUSIP Number: 97651M109
(Check One): o Form 10-K þ Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR
For Period Ended: March 31, 2010
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o Transition Report on Form
10-K
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o Transition Report on Form 10-Q |
o Transition Report on Form 20-F |
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o Transition Report on Form N-SAR |
o Transition Report on Form 11-K |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I - REGISTRANT INFORMATION
Wipro Limited
Full name of registrant
Former name if applicable
Doddakannelli, Sarjapur Road
Address of principal executive office (Street and number)
Bangalore, Karnataka 560035, India
City, state and zip code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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o (a) |
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The reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense; |
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o (b) |
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and |
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o (c) |
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The accountants statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
PART III - NARRATIVE
Wipro Limited (the Company) requires additional time to complete the review and processing
of its Annual Report on Form 20-F for its fiscal year ended March 31, 2010. The Company could not
file its Form 20-F by September 30, 2010, because the Company was unable to finish compiling
certain financial and narrative information in order to complete its Form 20-F by the initial
filing date.
As the Company disclosed in its Form 6-K dated March 1, 2010, the Company discovered
embezzlement by one of its employees during the period from November 2006 to December 2009. In
response to the discovery of this embezzlement, the Company, together with its Audit Committee,
conducted an investigation to determine, among other things, the materiality of the amounts
embezzled and to assess the design and implementation of internal control processes. Based on its
review of the facts discovered during its investigation, the Company believes that the amounts
embezzled were not material. The Company has since recovered substantially all of the embezzled
amounts.
As a result of the investigation of the embezzlement matter, the Audit Committee commenced an
investigation, together with its independent counsel and the
accountants they engaged, to evaluate certain issues
that arose out of that investigation, including the appropriateness of certain accounting entries.
The investigation has not yet been completed. After the investigation
is completed, the Company will
finalize its Annual Report on Form 20-F, including its evaluation of internal controls over
financial reporting.
Therefore, the Company is unable to file its Annual Report on Form 20-F until after September
30, 2010. The Company currently expects to file its Annual Report on Form 20-F by November 10,
2010.
PART IV - OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification: |
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Suresh C. Senapaty |
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+91-80 |
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2844-0055 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s). |
þ Yes o No
(3) |
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Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in
the subject report or portion thereof? |
o Yes þ No*
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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* |
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As of this date, as part of the ongoing investigation discussed in Part III above, there has
been no determination that there will be any significant change in results of operations from the
corresponding period for the last fiscal year that will be reflected by the earnings statement to
be included in the Registrants Annual Report on Form 20-F for the fiscal year ended March 31, 2010.
It is on this basis that the Registrant has checked the box under Part IV, Item (3) as No. |
Wipro Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly
authorized.
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Date: October 1, 2010 |
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By: |
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/s/ Suresh C. Senapaty |
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Suresh C. Senapaty |
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Chief Financial Officer and Director |
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ATTENTION:
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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