SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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     The Company and the Depositary agree that, notwithstanding the foregoing,
with regard to any claim or dispute or difference of whatever nature between the
parties hereto arising directly or indirectly from the relationship created by
this Deposit Agreement, the Depositary, in its sole discretion, shall be
entitled to refer such dispute or difference for final settlement by arbitration
("Arbitration") in accordance with the applicable rules of the American
Arbitration Association (the "Rules") then in force, by a sole arbitrator
appointed in accordance with the Rules. The seat and place of any reference to
Arbitration shall be New York, New York State. The procedural law of any
Arbitration shall be New York law and the language to be used in the Arbitration
shall be English. The fees of the arbitrator and other costs incurred by the
parties in connection with such Arbitration shall be paid by the party that is
unsuccessful in such Arbitration.

     The provisions of this Section 7.6 shall survive any termination of this
Deposit Agreement, in whole or in part.

     SECTION 7.7 Assignment. Subject to the provisions of Section 5.4 hereof,
this Deposit Agreement may not be assigned by either the Company or the
Depositary.

     SECTION 7.8 Agents. The Depositary shall be entitled, in its sole but
reasonable discretion, to appoint one or more agents (the "Agents") of which it
shall have control for the purpose, inter alia, of making distributions to the
Holders or otherwise carrying out its obligations under this Agreement.

     SECTION 7.9 Exclusivity. The Company agrees not to appoint any other
depositary for the issuance or administration of depositary receipts evidencing
any class of stock of the Company so long as Deutsche Bank Trust Company
Americas is acting as Depositary hereunder.

     SECTION 7.10 Compliance with U.S. Securities Laws. Notwithstanding anything
in this Deposit Agreement to the contrary, the withdrawal or delivery of
Deposited Securities will not be suspended by the Company or the Depositary
except as would be permitted by Instruction I.A.(1) of the General Instructions
to Form F-6 Registration Statement, as amended from time to time, under the
Securities Act.

     SECTION 7.11 Titles. All references in this Deposit Agreement to exhibits,
articles, sections, subsections, and other subdivisions refer to the exhibits,
articles, sections, subsections and other subdivisions of this Deposit Agreement
unless expressly provided otherwise. The words "this Deposit Agreement,"
"herein," "hereof," "hereby," "hereunder," and words of similar import refer to
the Deposit Agreement as a whole as in effect between the Company, the
Depositary and the Holders and Beneficial Owners of ADSs and not to any
particular subdivision unless expressly so limited. Pronouns in masculine,
feminine and neuter gender shall be construed to include any other gender, and
words in the singular form shall be construed to include the plural and vice
versa unless the context otherwise requires. Titles to sections of this Deposit
Agreement are included for convenience only and shall be disregarded in
construing the language contained in this Deposit Agreement.

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