SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
<PAGE>

and warranties shall survive the deposit and withdrawal of Shares and the
issuance, cancellation and transfer of ADSs. If any such representations or
warranties are false in any way, the Company and Depositary shall be authorized,
at the cost and expense of the person depositing Shares, to take any and all
actions necessary to correct the consequences thereof.

     (8)  Proofs, Certificates and Other Information. Any person presenting
Shares for deposit, any Holder and any Beneficial Owner may be required, and
every Holder and Beneficial Owner agrees, from time to time to provide to the
Depositary or the Custodian such proof of citizenship or residence, taxpayer
status, payment of all applicable taxes or other governmental charges, exchange
control approval, legal or beneficial ownership of ADSs and Deposited
Securities, compliance with applicable laws and the terms of the Deposit
Agreement and the provisions of, or governing, the Deposited Securities or other
information as the Depositary deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with its
obligations under the Deposit Agreement. Subject to Article (22) hereof and the
terms of the Deposit Agreement, the Depositary and the Registrar, as applicable,
may withhold the execution or delivery or registration of transfer of any
Receipt or the distribution or sale of any dividend or distribution of rights or
of the proceeds thereof or the delivery of any Deposited Securities until such
proof or other information is filed, or such certifications are executed, or
such representations and warranties made, or such information and documentation
are provided.

     (9)  Charges of Depositary. The Depositary shall charge the following fees
for the services performed under the terms of the Deposit Agreement; provided,
however, that no fees shall be payable upon distribution of cash dividends so
long as the charging of such fee is prohibited by the exchange, if any, upon
which the ADSs are listed:

          (i)  to any person to whom ADSs are issued or to any person to whom a
     distribution is made in respect of ADS distributions pursuant to stock
     dividends or other free distributions of stock, bonus distributions, stock
     splits or other distributions (except where converted to cash), a fee not
     in excess of U.S.$5.00 per 100 ADSs (or fraction thereof) so issued under
     the terms of the Deposit Agreement to be determined by the Depositary;

          (ii) to any person surrendering ADSs for cancellation and withdrawal
     of Deposited Securities including, inter alia, cash distributions made
     pursuant to a cancellation or withdrawal, a fee not in excess of U.S.$5.00
     per 100 ADSs (or fraction thereof) so surrendered;

          (iii) to any Holder of ADSs, a fee not in excess of U.S.$2.00 per 100
     ADSs held for the distribution of cash proceeds, including cash dividends
     or sale of rights and other entitlements, not made pursuant to a
     cancellation or withdrawal;

          (iv) to any holder of ADSs, a fee not in excess of U.S.$5.00 per 100
     ADSs (or portion thereof) issued upon the exercise of rights;

          (v)  for the operation and maintenance costs in administering the ADRs
     an annual fee of U.S.$0.02 or less per ADR: provided, however, that if the
     Depositary

                                       A-6