Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
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x |
immediately upon filing
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o
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on (Date) at (Time)
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one equity share of Infosys Limited
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250,000,000
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$0.05
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$12,500,000
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$1,452.50
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*
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Each unit represents one American Depositary Share.
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**
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt, Top center
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Terms of Deposit: | |||||
(i) |
The amount of deposited securities represented by one American Depositary Share
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Face of Receipt, Upper right corner
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(ii) |
The procedure for voting, if any, the deposited securities
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Articles (15) and (16)
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(iii) |
The collection and distribution of dividends
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Articles (4), (12), (13), (15) and (18)
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(iv) |
The transmission of notices, reports and proxy soliciting material
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Articles (11), (15), (16) and (18)
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(v) |
The sale or exercise of rights
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Article (13)
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Articles (3), (12) and (17)
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(vii) |
Amendment, extension or termination of the deposit arrangements
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Articles (20) and (21) (no provision for extensions)
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
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Article (11)
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(ix) | Restrictions upon the right to deposit or withdraw the underlying securities |
Articles (2), (4) and (6)
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(x) |
Limitation upon the liability of the depositary
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Articles (13), (18) and (21)
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3.
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Fees and charges which may be imposed directly or indirectly against holders of Receipts
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Articles (7), (8), (12) and (14)
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Item 2. AVAILABLE INFORMATION
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Article (11)
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Item 3.
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EXHIBITS
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(a)(1)
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Form of Amended and Restated Deposit Agreement dated as of , 2003 among the Company, Deutsche Bank Trust Company Americas as depositary (the “Depositary”), and all Registered Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder (the “Deposit Agreement”). Previously filed under SEC File Number 333-72199 on March 28, 2003 and incorporated herein by reference.
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(a)(2)
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Amendment No. 1 to Deposit Agreement dated as of July 1, 2004 among the Company, the Depositary, and all Registered Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. Previously filed under SEC File Number 333-72199 on June 30, 2004 and incorporated herein by reference.
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(a)(3)
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Form of Amendment No. 2 to Deposit Agreement dated , 2014 among the Company, the Depositary and all Registered Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder, including the form of American Depositary Receipt. Filed herewith as Exhibit (a)(3).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466. – Not Applicable.
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
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Item 4.
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UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
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Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one equity share of Infosys Limited
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
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By:
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/s/ James Kelly | |
Name: James Kelly
Title: Vice President
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By:
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/s/ Christopher Konopelko | ||
Name: Christopher Konopelko
Title: Director
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INFOSYS LIMITED | |||
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By:
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/s/ Dr. Vishal Sikka | |
Name: Dr. Vishal Sikka
Title: Chief Executive Officer
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Signatures
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Capacity
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/s/Dr. Vishal Sikka
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Director, Chief Executive Officer and Managing Director
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Dr. Vishal Sikka
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(Principal Executive Officer) | |
/s/Rajiv Bansal
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Chief Financial Officer
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Rajiv Bansal
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(Principal Financial Officer and Principal Accounting Officer) | |
/s/U.B. Pravin Rao
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Director
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U. B. Pravin Rao
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/s/Kiran Mazumdar-Shaw
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Director
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Kiran Mazumdar-Shaw
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/s/Carol M. Browner
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Director
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Carol M. Browner
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Director, Non-Executive Chairman of the Board of Directors
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K. V. Kamath
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Director
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Ravi Venkatesan
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/s/Dr. Omkar Goswami
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Director
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Dr. Omkar Goswami
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/s/Jeffrey Sean Lehman
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Director
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Jeffrey Sean Lehman
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/s/R/ Seshasayee
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Director
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R. Seshasayee
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DEPOSITARY MANAGEMENT CORPORATION as
Authorized U.S. Representative
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By:
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/s/ George Boychuk | |
Name: George Boychuk
Title: Managing Director
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Exhibit Number
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(a)(3) Form of American Depositary Receipt
(d) Opinion of counsel to the Depositary
(e) Rule 466 Certification
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