SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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charges may at any time and from time to time be changed by agreement between
the Company and the Depositary. Unless otherwise agreed, the Depositary shall
present its statement for such expenses and fees or charges to the Company once
every three months.

     All payments by the Company to the Depositary under this Section 5.9 shall
be paid without set-off or counterclaim, and free and clear of and without
deduction or withholding for or on account of, any present or future taxes,
levies, imports , duties, fees, assessments or other charges of whatever nature,
imposed by Jersey or by any department, agency or other political subdivision or
taxing authority thereof or therein, and all interest, penalties or similar
liabilities with respect thereto.

     The right of the Depositary to receive payment of fees, charges and
expenses as provided above shall survive the termination of this Deposit
Agreement. As to any Depositary, upon the resignation or removal of such
Depositary as described in Section 5.4 hereof, such right shall extend for those
fees, charges and expenses incurred prior to the effectiveness of such
resignation or removal.

     SECTION 5.10 Restricted Securities Owners/Ownership Restrictions. From time
to time or upon the reasonable request of the Depositary, the Company shall
provide to the Depositary a list setting forth, to the actual knowledge of the
Company, those persons or entities who beneficially own Restricted Securities
and the Company shall update that list on a regular basis. The Depositary may
rely on such a list or update but shall not be liable for any action or omission
made in reliance thereon. The Company agrees to advise in writing each of the
persons or entities so listed that such Restricted Securities are ineligible for
deposit hereunder. The Company shall, in accordance with Article 24 of the Form
of Receipt attached hereto as Exhibits A and B, inform Holders and Beneficial
Owners and the Depositary of any other limitations on ownership of Shares that
the Holders and Beneficial Owners may be subject to by reason of the number of
American Depositary Shares held under the Memorandum and Articles of Association
of the Company or applicable Jersey law, as such restrictions may be in force
from time to time.

     SECTION 5.11 Share Register of the Company. Unless otherwise agreed in
writing between the Company and the Depositary, the Company agrees to keep and
maintain its share register in Jersey.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

     SECTION 6.1 Amendment/Supplement. Subject to the terms and conditions of
this Section 6.1 and applicable law, the Receipts outstanding at any time, the
provisions of this Deposit Agreement and the form of Receipt attached hereto and
to be issued under the terms hereof may at any time and from time to time be
amended or supplemented by written agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable and not
materially prejudicial to the Holders without the consent of the Holders or
Beneficial Owners. Any amendment or supplement which shall impose or increase
any fees or charges (other than charges in connection with foreign exchange
control regulations, and taxes and other governmental charges, delivery and
other such expenses), or which shall otherwise

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