SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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in general or to any Holder in particular, (ii) any foreign exchange exposure or
loss incurred in connection with such sale, or (iii) any liability to the
purchaser of such securities.

     SECTION 4.10 Available Information. The Company is subject to the periodic
reporting requirements of the Exchange Act applicable to foreign private issuers
(as defined in Rule 405 under the Securities Act) and accordingly files certain
information with the Commission. These reports and documents can be inspected
and copied at the public reference facilities maintained by the Commission
located at 100 F Street, N.E., Washington, D.C. 20549.

     SECTION 4.11 Reports. The Depositary shall make available during normal
business hour on any Business Day for inspection by Holders at its Principal
Office any reports and communications, including any proxy soliciting materials,
received from the Company which are both (a) received by the Depositary, the
Custodian, or the nominee of either of them as the holder of the Deposited
Securities and (b) made generally available to the holders of such Deposited
Securities by the Company. The Company agrees to provide to the Depositary, at
the Company's expense, all documents that it provides to the Custodian. The
Depositary shall, at the expense of the Company and in accordance with Section
5.6, also mail by regular, ordinary mail delivery or by electronic transmission
(if agreed by the Company and the Depositary) and unless otherwise agreed in
writing by the Company and the Depositary, to Holders copies of such reports
when furnished by the Company pursuant to Section 5.6.

     SECTION 4.12 List of Holders. Promptly upon written request by the Company,
the Depositary shall, at the expense of the Company, furnish to it a list, as of
a recent date, of the names, addresses and holdings of American Depositary
Shares by all persons in whose names Receipts are registered on the books of the
Depositary.

     SECTION 4.13 Taxation; Withholding. The Depositary will, and will instruct
the Custodian to, forward to the Company or its agents such information from its
records as the Company may reasonably request to enable the Company or its
agents to file necessary tax reports with governmental authorities or agencies.
The Depositary, the Custodian or the Company and its agents may, but shall not
be obligated to, file such reports as are necessary to reduce or eliminate
applicable taxes on dividends and on other distributions in respect of Deposited
Securities under applicable tax treaties or laws for the Holders and Beneficial
Owners. Holders and Beneficial Owners of American Depositary Shares may be
required from time to time, and in a timely manner, to file such proof of
taxpayer status, residence and beneficial ownership (as applicable), to execute
such certificates and to make such representations and warranties, or to provide
any other information or documents, as the Depositary or the Custodian may deem
necessary or proper to fulfill the Depositary's or the Custodian's obligations
under applicable law. The Holders and Beneficial Owners shall indemnify the
Depositary, the Company, the Custodian and any of their respective directors,
employees, agents and Affiliates against, and hold each of them harmless from,
any claims by any governmental authority with respect to taxes, additions to
tax, penalties or interest arising out of any refund of taxes, reduced rate of
withholding at source or other tax benefit obtained.

     The Company shall remit to the appropriate governmental authority or agency
any amounts required to be withheld by the Company and owing to such
governmental authority or agency. Upon any such withholding, the Company shall
remit to the Depositary information

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