SEC Filings

WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
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Custodian resigns or is discharged from its duties hereunder with respect to any
Deposited Securities and no other Custodian has previously been appointed
hereunder, the Depositary shall promptly appoint a substitute custodian. The
Depositary shall require such resigning or discharged Custodian to deliver the
Deposited Securities held by it, together with all such records maintained by it
as Custodian with respect to such Deposited Securities as the Depositary may
request, to the Custodian designated by the Depositary. Whenever the Depositary
determines, in its discretion, that it is appropriate to do so, it may appoint
an additional entity to act as Custodian with respect to any Deposited
Securities, or discharge the Custodian with respect to any Deposited Securities
and appoint a substitute custodian, which shall thereafter be Custodian
hereunder with respect to the Deposited Securities. After any such change, the
Depositary shall give notice thereof in writing to all Holders.

     Upon the appointment of any successor depositary, any Custodian then acting
hereunder shall, unless otherwise instructed by the Depositary, continue to be
the Custodian of the Deposited Securities without any further act or writing and
shall be subject to the direction of the successor depositary. The successor
depositary so appointed shall, nevertheless, on the written request of any
Custodian, execute and deliver to such Custodian all such instruments as may be
proper to give to such Custodian full and complete power and authority to act on
the direction of such successor depositary.

     SECTION 5.6 Notices and Reports. On or before the first date on which the
Company gives notice, by publication or otherwise, of any meeting of holders of
Shares or other Deposited Securities, or of any adjourned meeting of such
holders, or of the taking of any action by such holders other than at a meeting,
or of the taking of any action in respect of any cash or other distributions or
the offering of any rights in respect of Deposited Securities, the Company shall
transmit to the Depositary and the Custodian a copy of the notice thereof in
English but otherwise in the form given or to be given to holders of Shares or
other Deposited Securities. The Company shall also furnish to the Custodian and
the Depositary a summary, in English, of any applicable provisions or proposed
provisions of the Company's Memorandum and Articles of Association that may be
relevant or pertain to such notice of meeting or be the subject of a vote

     The Company will also transmit to the Depositary (a) English language
versions of the other notices, reports and communications which are made
generally available by the Company to holders of its Shares or other Deposited
Securities and (b) English language versions of the Company's annual and other
reports prepared in accordance with the applicable requirements of the
Commission. The Depositary shall arrange, at the request of the Company and at
the Company's expense, for the mailing of copies thereof to all Holders, or by
any other means as agreed between the Company and the Depositary (at the
Company's expense) or make such notices, reports and other communications
available for inspection by all Holders, provided that the Depositary shall have
received evidence sufficiently satisfactory to it, including in the form of an
opinion of local and/or U.S. counsel or counsel of other applicable
jurisdiction, furnished at the expense of the Company, as the Depositary
reasonably requests, that the distribution of such notices, reports and any such
other communications to Holders from time to time is valid and does not or will
not infringe any local, U.S. or other applicable jurisdiction regulatory
restrictions or requirements if so distributed and made available to Holders.
The Company will timely provide the Depositary with the quantity of such
notices, reports, and communications, as