SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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deliver a certificated Receipt or DRS/Profile statement, as the case may be, for
any authorized number of American Depositary Shares requested, evidencing the
same aggregate number of American Depositary Shares as those evidenced by the
certificated Receipt or DRS/Profile statement, as the case may be, substituted.

     SECTION 2.6 Surrender of Receipts and Withdrawal of Deposited Securities.
Upon surrender, at the Principal Office of the Depositary, of American
Depositary Shares for the purpose of withdrawal of the Deposited Securities
represented thereby, and upon payment of (i) the fees and charges of the
Depositary for the making of withdrawals of Deposited Securities and
cancellation of Receipts (as set forth in Section 5.9 and Exhibit A hereof) and
(ii) all applicable taxes and governmental charges payable in connection with
such surrender and withdrawal, and subject to the terms and conditions of this
Deposit Agreement, the Company's Memorandum and Articles of Association, Section
7.10 hereof and any other provisions of or governing the Deposited Securities
and other applicable laws, the Holder of such American Depositary Shares shall
be entitled to Delivery, to him or upon his order, of the Deposited Securities
at the time represented by the American Depositary Shares so surrendered.
American Depositary Shares may be surrendered for the purpose of withdrawing
Deposited Securities by delivery of a Receipt evidencing such American
Depositary Shares (if held in certificated form) or by book-entry delivery of
such American Depositary Shares to the Depositary.

     A Receipt surrendered for such purposes shall, if so required by the
Depositary, be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Holder thereof
shall execute and deliver to the Depositary a written order directing the
Depositary to cause the Deposited Securities being withdrawn to be Delivered to
or upon the written order of a person or persons designated in such order.
Thereupon, the Depositary shall direct the Custodian to Deliver (without
unreasonable delay) at the designated office of the Custodian or through a book
entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2,
5.9, and to the other terms and conditions of this Deposit Agreement, to the
Company's Memorandum and Articles of Association, to the provisions of or
governing the Deposited Securities and to applicable laws, now or hereafter in
effect) to or upon the written order of the person or persons designated in the
order delivered to the Depositary as provided above, the Deposited Securities
represented by such American Depositary Shares, together with any certificate or
other proper documents of or relating to title of the Deposited Securities as
may be legally required, as the case may be, to or for the account of such
person.

     The Depositary may, in its discretion, refuse to accept for surrender a
number of American Depositary Shares representing a number other than a whole
number of Shares. In the case of surrender of a Receipt evidencing a number of
American Depositary Shares representing other than a whole number of Shares, the
Depositary shall cause ownership of the appropriate whole number of Shares to be
Delivered in accordance with the terms hereof, and shall, at the discretion of
the Depositary, either (i) issue and deliver to the person surrendering such
Receipt a new Receipt evidencing American Depositary Shares representing any
remaining fractional Share, or (ii) sell or cause to be sold the fractional
Shares represented by the Receipt surrendered and remit the proceeds of such
sale (net of (a) applicable fees and charges of, and expenses incurred by, the
Depositary and (b) taxes withheld) to the person surrendering the Receipt.

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