Exhibit (a)(i)
AMENDMENT NO. 3 TO
DEPOSIT AGREEMENT
AMENDMENT NO. 3 TO DEPOSIT AGREEMENT, dated as of
June 15, 2009 (the “Amendment”), by and among Sify Technologies Limited, a limited liability company organized under
the laws of the Republic of India and previously known as “Satyam Infoway Limited” (the “Company”), Citibank,
N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and
all Holders and Beneficial Owners from time to time of American Depositary Shares outstanding under the Deposit Agreement, dated as of
October 18, 1999, as amended by Amendment No. 1 to Deposit Agreement, dated as of January 6, 2000, as further amended by Amended No. 2
to Deposit Agreement, dated as of September 24, 2002 and as supplemented by Supplemental Letter Agreement, dated as of November 2, 2007.
WITNESSETH THAT:
WHEREAS, the Company and the Depositary entered into
that certain Deposit Agreement, dated as of October 18, 1999, as amended by Amendment No. 1 to Deposit Agreement, dated as of January
6, 2000, as further amended by Amended No. 2 to Deposit Agreement, dated as of September 24, 2002 and as supplemented by Supplemental
Letter Agreement, dated as of November 2, 2007 (as so amended and supplemented, the “Deposit Agreement”), for the creation
of American Depositary Shares (“ADSs”) representing the Shares (as defined in the Deposit Agreement) so deposited and
for the execution and delivery of American Depositary Receipts (“ADRs”) in respect of the certificated American Depositary
Shares; and
WHEREAS, the Company and the Depositary desire to
(i) amend the Deposit Agreement, the ADRs currently outstanding, the form of ADR annexed to the Deposit Agreement as Exhibit A thereto
and the Fee Schedule annexed to the Deposit Agreement as Exhibit B thereto to enable the Depositary to charge Depositary Service Fees
in respect of the ADSs, and (ii) to give notice thereof to all Holders (as defined in the Deposit Agreement) of ADSs;
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement,
the ADRs currently outstanding, the form of ADR annexed as Exhibit A to the Deposit Agreement and the Fee Schedule annexed as Exhibit
B to the Deposit Agreement as follows:
ARTICLE
I
DEFINITIONS
SECTION
1.01 Definitions. Unless otherwise specified in this Amendment, all capitalized terms used but not defined herein shall
have the meanings given to such terms in the Deposit Agreement.
SECTION
1.02 Effective Date. The term “Effective Date” shall mean the later to occur of (i) the expiration of 30 days
after notice of this Amendment has been given to Holders of outstanding ADRs, or (ii) the date upon which the United States Securities
and Exchange Commission (“Commission”) declares effective the applicable F-6 Registration Statement pursuant to which
a form of this Amendment has been filed with the Commission.
ARTICLE
II
AMENDMENTS TO DEPOSIT AGREEMENT
SECTION
2.01 Deposit Agreement. All references in the Deposit Agreement to the terms “Deposit Agreement” shall, as of
the Effective Date, refer to the Deposit Agreement, dated as of October 18, 1999, as amended by this Amendment and as further amended
and supplemented after the Effective Date.
SECTION
2.02 Amendments Binding on all Holders and Beneficial Owners. From and after the Effective Date, the Deposit Agreement,
as amended by this Amendment, shall be binding on all Holders and Beneficial Owners of ADSs issued and outstanding as of the Effective
Date and on all Holders and Beneficial Owners of ADSs issued after the Effective Date. Notwithstanding anything contained herein, in the
Deposit Agreement or in any ADR, from and after the Effective Date any reference in the Deposit Agreement to Holders and Beneficial Owners
of Receipts, ADRs, Receipts or American Depositary Receipts shall include, unless a reasonable interpretation of the context otherwise
mandates, Holders and Beneficial Owners of ADSs.
SECTION
2.03 Reference to Fees of the Depositary. All references made in the Deposit Agreement to the fees and/or charges of the
Depositary shall, as of the Effective Date, refer to the fees and charges of the Depositary set forth in Paragraph (10) of the Form of
ADR attached as Exhibit A to this Amendment and the Fee Schedule attached as Exhibit B to this Amendment.
SECTION
2.04 Change of Fees and Charges of the Depositary. From and after the Effective Date, the Deposit Agreement is amended by
adding the following paragraph after the first paragraph of Section 5.9:
“Depositary fees payable upon (i) deposit of Shares against
issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited Securities will be charged by the Depositary
to the person to whom the ADSs so issued are delivered (in the case of ADS issuances) and to the person who delivers the ADSs for cancellation
to the Depositary (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary
via DTC, the ADS issuance and cancellation fees will be payable to the Depositary by the DTC Participant(s) receiving the ADSs from the
Depositary or the DTC Participant(s) surrendering the ADSs to the Depositary for cancellation, as the case may be, on behalf of the Beneficial
Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the
procedures and practices of the DTC participant(s) as in effect at the time. Depositary fees in respect of distributions and the Depositary
services fee are payable to the Depositary by Holders as of the applicable ADS Record Date established by the Depositary. In the case
of distributions of cash, the amount of the applicable Depositary fees is deducted by the Depositary from the funds being distributed.
In the case of distributions other than cash and the Depositary service fee, the Depositary will invoice the applicable Holders as of
the ADS Record Date established by the Depositary. For ADSs held through DTC, the Depositary fees for distributions other than cash and
the Depositary service fee are charged by the Depositary to the DTC Participants in accordance with the procedures and practices prescribed
by DTC from time to time and the DTC Participants in turn charge the amount of such fees to the Beneficial Owners for whom they hold ADSs.
The Depositary may remit to the Company all or a portion of the Depositary fees charged for the reimbursement of certain expenses incurred
by the Company in respect of the ADR program established pursuant to the Deposit Agreement upon such terms and conditions as the Company
and the Depositary may agree from time to time.”
ARTICLE
III
AMENDMENTS TO THE FORM OF ADR
SECTION
3.01 ADR Amendment. The form of ADR attached as Exhibit A to the Deposit Agreement and each of the ADRs outstanding
under the terms of the Deposit Agreement is hereby amended as of the Effective Date by:
(a)
deleting the first sentence of Paragraph (1) thereof in its entirety and inserting the following in its stead:
“This American Depositary Receipt is one of an issue of American
Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement,
dated as of October 18, 1999, as amended by Amendment No. 1 to Deposit Agreement, dated as of January 6, 2000, as amended by Amendment
No. 2 to Deposit Agreement, dated as of September 24, 2002, as supplemented by the Supplemental Letter Agreement, dated as of November
2, 2007, and as further amended by Amendment No. 3, dated as of June 15, 2009 (as so amended and supplemented, and as further amended
and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary and all Holders and
Beneficial Owners from time to time of ADSs, each of whom by accepting an ADS becomes bound by all the terms and provisions thereof.”
(b)
Replacing the period at the end of item (iv) of Paragraph (10) with a semicolon and adding the following as item (v) of
Paragraph (10) thereof:
“(v) to any Holder of ADS(s), a fee not in excess
of U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable ADS Record Date(s) established by the Depositary.”
(c)
adding the following as a new subparagraph to follow the last subparagraph of Paragraph (10) thereof .
“Depositary fees payable upon (i) deposit of Shares
against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited Securities will be charged by the
Depositary to the person to whom the ADSs so issued are delivered (in the case of ADS issuances) and to the person who delivers the ADSs
for cancellation to the Depositary (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented
to the Depositary via DTC, the ADS issuance and cancellation fees will be payable to the Depositary by the DTC Participant(s) receiving
the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to the Depositary for cancellation, as the case may be, on
behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s)
in accordance with the procedures and practices of the DTC participant(s) as in effect at the time. Depositary fees in respect of distributions
and the Depositary services fee are payable to the Depositary by Holders as of the applicable ADS Record Date established by the Depositary.
In the case of distributions of cash, the amount of the applicable Depositary fees is deducted by the Depositary from the funds being
distributed. In the case of distributions other than cash and the Depositary service fee, the Depositary will invoice the applicable Holders
as of the ADS Record Date established by the Depositary. For ADSs held through DTC, the Depositary fees for distributions other than cash
and the Depositary service fee are charged by the Depositary to the DTC Participants in accordance with the procedures and practices prescribed
by DTC from time to time and the DTC Participants in turn charge the amount of such fees to the Beneficial Owners for whom they hold ADSs.
The Depositary may remit to the Company all or a portion of the Depositary fees charged for the reimbursement of certain expenses incurred
by the Company in respect of the ADR program established pursuant to the Deposit Agreement upon such terms and conditions as the Company
and the Depositary may agree from time to time.”
SECTION
3.02 Change of Fees and Charges of the Depositary. All references to the fees and/or charges of the Depositary made in the
form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs outstanding, as of the Effective Date, under the terms
of the Deposit Agreement shall, as of the Effective Date, refer to the Charges of the Depositary set forth in Paragraph (10) of the Form
of ADR attached as Exhibit A to this Amendment and the Fee Schedule attached as Exhibit B to this Amendment.
ARTICLE
IV
AMENDMENTS TO THE FEE SCHEDULE
SECTION
4.01 Amendment to Fee Schedule. The Fee Schedule annexed to the Deposit Agreement as Exhibit B is hereby amended
by deleting it in its entirety and inserting Exhibit B to this Amendment in its stead.
ARTICLE
V
REPRESENTATIONS AND WARRANTIES
SECTION
5.01 Representations and Warranties. The Company represents and warrants to, and agrees with, the Depositary and the Holders
and Beneficial Owners, that:
(a)
This Amendment, when executed and delivered by the Company, and the Deposit Agreement and all other documentation executed
and delivered by the Company in connection therewith, will be and have been, respectively, duly and validly authorized, executed and delivered
by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles; and
(b)
In order to ensure the legality, validity, enforceability or admissibility into evidence of this Amendment or the Deposit
Agreement as amended hereby, and other document furnished hereunder or thereunder in India, neither of such agreements need to be filed
or recorded with any court or other authority in India, nor does any stamp or similar tax need be paid in India on or in respect of such
agreements; and
(c)
All of the information provided to the Depositary by the Company in connection with this Amendment is true, accurate and
correct.
ARTICLE
VI
MISCELLANEOUS
SECTION
6.01 New ADRs. From and after the Effective Date, the Depositary shall arrange to have new ADRs printed or amended that
reflect the changes to the form of ADR effected by this Amendment. All ADRs issued hereunder after the Effective Date, once such new ADRs
are available, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split up of existing
ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, ADRs issued prior or subsequent
to the date hereof, which do not reflect the changes to the form of ADR effected hereby, do not need to be called in for exchange and
may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The
Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing.
SECTION
6.02 Notice of Amendment to Holders of ADSs. The Depositary hereby confirms that the Notice of Amendment in the form attached
as Exhibit C hereto has been mailed to Holders as of May 12, 2009.
SECTION
6.03 Indemnification. The Company agrees to indemnify and hold harmless the Depositary (and any and all of its directors,
employees and officers) for any and all liability it or they may incur as a result of the terms of this Amendment and the transactions
contemplated herein.
SECTION
6.04 Ratification. Except as expressly amended hereby, the terms, covenants and conditions of the Deposit Agreement as originally
executed shall remain in full force and effect.
SECTION
6.05 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York
without reference to its principles of choice of law.
SECTION
6.06 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original,
and all of such counterparts together shall be deemed an original, and all such counterparts together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Company and the Depositary
have caused this Amendment to be executed by representatives thereunto duly authorized as of the date set forth above.
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SIFY TECHNOLOGIES LIMITED |
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By: |
/s/ M.P. Vijay Kumar |
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Name: |
M.P. Vijay Kumar |
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Title: |
Chief Financial Officer |
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CITIBANK, N.A., as Depositary |
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By: |
/s/ Keith G. Galfo |
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Name: |
Keith G. Galfo |
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Title: |
Vice President |
EXHIBIT A
[FORM OF RECEIPT]
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CUSIP NUMBER: |
82655M107 |
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American Depositary Shares (each American Depositary Share representing one (1) equity share
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AMERICAN DEPOSITARY RECEIPT
FOR
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED EQUITY SHARES
of
SIFY TECHNOLOGIES LIMITED
(a limited liability company organized under the
laws of the Republic of India)
CITIBANK, N.A., a national banking
association organized and existing under the laws of the United States of America, as depositary (the "Depositary"),
hereby certifies that _____________is the owner of ______________ American Depositary Shares (hereinafter "ADS"),
representing deposited equity shares, including evidence of rights to receive such equity shares (the "Shares") of Sify
Technologies Limited, a limited liability company organized under the laws of the Republic of India and previously known as
"Satyam Infoway Limited" (the "Company"). As of the date of the Deposit Agreement (as herein defined), each ADS
represents one Share deposited under the Deposit Agreement with (except as contemplated in Section 5.10 of the Deposit Agreement)
the Custodian, which at the date of execution of the Deposit Agreement is Citibank, N.A. - Mumbai Branch (the
"Custodian"). The ratio of American Depositary Shares to Shares is subject to amendment as provided in the Deposit
Agreement. The address of the Corporate Agency Office of the Depositary is 388 Greenwich Street, 14th floor, New York, NY 10013. The
Depositary's Corporate Agency Office is different from its Principal Executive Office. Its Principal Executive Office is at 399 Park
Avenue, New York, NY 10043.
(1) The Deposit Agreement. This
American Depositary Receipt is one of an issue of American Depositary Receipts ("ADRs"), all issued and to be issued upon
the terms and conditions set forth in the Deposit Agreement, dated as of October 18, 1999, as amended by Amendment No. 1 to Deposit
Agreement, dated as of January 6, 2000, as amended by Amendment No. 2 to Deposit Agreement, dated as of September 24, 2002, as
supplemented by the Supplemental Letter Agreement, dated as of November 2, 2007, and as further amended by Amendment No. 3, dated as
of __________ (as so amended and as further amended and supplemented from time to time, the "Deposit Agreement"), by and
among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADSs, each of whom by accepting an ADS
becomes bound by all the terms and provisions thereof. The Deposit Agreement sets forth the rights and obligations of Holders and
Beneficial Owners of Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and
all other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares,
securities, property and cash are herein called "Deposited Securities"). Copies of the Deposit Agreement are on file at
the Principal Office of the Depositary and with the Custodian.
The statements made on the face and reverse of
this Receipt are summaries of certain provisions of the Deposit Agreement and the Articles of Association and Memorandum of Association
of the Company (as in effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions
of the Deposit Agreement and the Articles of Association and Memorandum of Association, to which reference is hereby made. All capitalized
terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary
makes no representation or warranty as to the validity or worth of the Deposited Securities. The Depositary has made arrangements for
the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants
to exercise and be entitled to any rights attributable to such ADSs.
(2) Surrender of Receipts and Withdrawal
of Deposited Securities. The Holder of this Receipt (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the
Custodian's designated office) to him or upon his order of the Deposited Securities at the time represented by the ADS(s) evidenced
hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly authorized attorney of the Holder) has duly
Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this Receipt) for the purpose of
withdrawal of the Deposited Securities represented thereby, (ii) if so required by the Depositary, this Receipt has been properly
endorsed in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with
standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered 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 the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by,
the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereof) have been
paid, subject, however, in each case, to the terms and conditions of this Receipt, of the Deposit Agreement, of the Company's
Articles of Association and Memorandum of Association, and of any applicable laws and the rules of the Reserve Bank of India, and to
any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof.
Upon satisfaction of each of the conditions
specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the Receipt evidencing the ADSs so
Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such
purpose, and (iii) shall direct the Custodian to Deliver (without unreasonable delay) at the Custodian's designated office the
Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited
Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the
person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and
conditions of the Deposit Agreement, of this Receipt, of the Articles of Association and Memorandum of Association of the Company,
applicable laws and of the rules of the Reserve Bank of India, and to the terms and conditions of or governing the Deposited
Securities, in each case as in effect at the time thereof.
The Depositary shall not accept for surrender
ADSs representing less than one Share. In the case of surrender of ADSs 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) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional
Share, or (ii) sell or cause to be sold the fractional Share represented by the ADS(s) so 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 ADSs. Notwithstanding anything else contained in this Receipt or the Deposit Agreement, the Depositary may make delivery at the Principal
Office of the Depositary of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any distributions of
shares or rights, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs evidenced
by this Receipt. At the request, risk and expense of any Holder so surrendering ADSs, represented by this Receipt, and for the account
of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other
than securities) held by the Custodian in respect of the Deposited Securities represented by such ADSs to the Depositary for delivery
at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder,
by cable, telex or facsimile transmission.
(3) Transfer, Combination and Split-Up of
Receipts. The Registrar shall promptly register the transfer of this Receipt (and of the ADSs represented thereby) on the books
maintained for such purpose and the Depositary shall cancel this Receipt and execute new Receipts evidencing the same aggregate
number of ADSs as those evidenced by this Receipt when canceled, shall cause the Registrar to countersign such new Receipts and
shall Deliver such new Receipts to or upon the order of the person entitled thereto, if each of the following conditions has been
satisfied: (i) this Receipt has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary
at its Principal Office for the purpose of effecting a transfer thereof, (ii) this Receipt has been properly endorsed or is
accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry
practice), (iii) this Receipt has been duly stamped (if required by the laws of the State of New York or of the United States), and
(iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges
(as are set forth in Section 5.9 and Exhibit B to the Deposit Agreement) have been paid, subject, however, in each case, to the
terms and conditions of this Receipt, of the Deposit Agreement and of applicable law.
The Registrar shall promptly register the split-up
or combination of this Receipt (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall
cancel this Receipt and execute new Receipts for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced
by this Receipt when canceled by the Depositary, shall cause the Registrar to countersign such new Receipts and shall Deliver such new
Receipts to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this Receipt has been
duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose
of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and
all applicable taxes and government charges (as are set forth in Section 5.9 and Exhibit B to the Deposit Agreement) have been paid, subject,
however, in each case, to the terms and conditions of this Receipt, of the Deposit Agreement and of applicable law.
(4) Pre-Conditions to Registration, Transfer,
Etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt,
the delivery of any distribution thereon, or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i)
payment from the depositor of Shares or presenter of ADSs or of a Receipt of a sum sufficient to reimburse it for any tax or other governmental
charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares
being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and
in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matters
contemplated in the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and
delivery of Receipts or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations of the Depositary and the
Company may establish consistent with the Deposit Agreement and applicable law.
The issuance of ADSs against deposits of
Shares generally or against deposits of particular Shares may be suspended, or the delivery of ADSs against the deposit of
particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the
registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the
Company, the Depositary, a Registrar or the Share Registrar, if any, are closed or if any such action is deemed necessary or
advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any
government or governmental body or commission or any securities exchange upon which the Receipts or Shares are listed, or under any
provision of the Deposit Agreement or this Receipt, or under any provision of, or governing, the Deposited Securities, or because of
a meeting of shareholders of the Company or for any other reason, subject in all cases to Article (24) hereof. Notwithstanding any
provision of the Deposit Agreement or this Receipt to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw
the Deposited Securities at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or
the Company or the deposit of Shares in connection with voting at a shareholders' meeting or the payment of dividends, (ii) the
payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Section
I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).
(5) Compliance With Information Requests.
Notwithstanding any other provision of the Deposit Agreement or this Receipt, each Holder and Beneficial Owner of the ADSs represented
hereby agrees to comply with the laws of the Republic of India, the rules and requirements of the Securities and Exchange Board of India,
Reserve Bank of India, and of any stock exchange on which Shares or ADSs are, or will be registered, traded or listed or the Articles
of Association and Memorandum of Association of the Company, which require notification to the Company of interest in Deposited Securities,
inter alia, as to certain acquisition or disposition of shares (or share equivalents) the capacity in which such Holder or Beneficial
Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) then or previously interested in such
ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of
such request.
(6) Ownership Restrictions.
Notwithstanding any provision of this Receipt or of the Deposit Agreement, the Company may restrict transfers of the Shares where
such transfer might result in ownership of Shares exceeding limits imposed under applicable law and regulation, or the Articles of
Association and Memorandum of Association of the Company. The Company may also restrict, in such manner as it deems appropriate,
transfers of ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or
Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the
Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth
in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or
limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented
by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is
permitted by applicable law and the Articles of Association and Memorandum of Association of the Company.
(7) Liability of Holder for Taxes and
Other Charges. If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited
Securities or ADSs, such tax, or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary.
The Company, the Custodian and/or Depositary may withhold or deduct from any distributions made in respect of Deposited Securities
and may sell for the account of Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions
and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial
Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to
issue ADSs, to deliver Receipts, register the transfer, split-up or combination of ADRs and (subject to Article (24) hereof) the
withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and
Beneficial Owner mat be required from time to time to indemnify the Depositary, the Company, the Custodian, and any of their agents,
officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including
applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.
(8) Representations and Warranties of
Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefor are validly issued and outstanding, fully paid and nonassessable and that any preemptive rights
have been validly waived or exercised, and that the person making such deposit is duly authorized so to do. Except as contemplated
by Section 2.12 of the Deposit Agreement each such person shall also be deemed to represent that Shares deposited by that person are
not Restricted Securities, and that the deposit of Shares or sale of Receipts by that person is not restricted, under the Securities
Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts or adjustments in the
Depositary's records in respect thereof.
(9) Filing Proofs, Certificates and Other
Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required by the Company or the
Depositary, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary, the Company and the
Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges,
exchange control approval and approval for deposit, legal or beneficial ownership of ADSs and Deposited Securities, compliance with
applicable laws and regulations and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited
Securities, to execute such certifications and to make such representations and warranties, and to provide such other information or
documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration of
Shares on the books of the Shares Registrar) as the Depositary or the Custodian may 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 (24) 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 other distribution
of rights or of the proceeds thereof or, to the extent not limited by Article 24 hereof, the Delivery of any Deposited Securities
until such proof or other information is filed or such certificates are executed, or such representations are made or such
information and documentation are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction.
(10) Charges of Depositary. The Depositary
shall charge the following fees for the services performed under the terms of the Deposit Agreement:
(i) to any person to whom
ADSs are issued upon the deposit of Shares, a
fee not in excess of U.S. $ 5.00 per 100 ADSs
(or portion thereof)
so issued under the terms of the Deposit Agreement
(excluding
issuances pursuant to paragraphs (iii) and (iv)
below);
(ii) to any person surrendering
ADSs for cancellation and withdrawal of
Deposited Securities, a fee not in excess of U.S.
$ 5.00 per 100
ADSs (or portion thereof) so surrendered;
(iii) to any Holder of ADRs, a
fee not in excess of U.S. $ 2.00 per 100
ADSs (or portion thereof) held for the distribution
of cash proceeds
(i.e. upon the sale of rights and other entitlements);
no fee shall
be payable for the distribution of cash dividends
or the
distribution of ADSs pursuant to stock dividends
or other free
distributions of shares as long as such fees are
prohibited by the
exchange upon which the ADSs are listed;
(iv) to any Holder of ADRs, a fee not
in the excess of U.S. $ 2.00 per
100 ADSs (or portion thereof) issued upon the exercise
of rights;
(v) to any Holder of ADS(s), a
fee not in excess of U.S. $5.00 per 100
ADSs (or fraction thereof) held on the applicable
ADS Record Date(s)
established by the Depositary.
In addition, Holders, Beneficial Owners, person
depositing Shares for deposit and persons surrendering ADSs for cancellation and withdrawal of Deposited Securities will be required to
pay the following charges:
(i) taxes (including applicable
interest and penalties) and other
governmental charges;
(ii) such registration fees as
may from time to time be in effect for the
registration of Shares or other Deposited Securities
on the share
register and applicable to transfers of Shares
or other Deposited
Securities to or from the name of the Custodian,
the Depositary or
any nominees upon the making of deposits and withdrawals,
respectively;
(iii) such cable, telex and facsimile
transmission and delivery expenses
as are expressly provided in the Deposit Agreement
to be at the
expense of the person depositing or withdrawing
Shares or Holders
and Beneficial Owners of ADSs;
(iv) the expenses and charges incurred
by the Depositary in the
conversion of foreign currency;
(v) such fees and expenses as are
incurred by the Depositary in
connection with compliance with exchange control
regulations and
other regulatory requirements applicable to Shares,
Deposited
Securities, ADSs and ADRs; and
(vi) the fees and expenses incurred by
the Depositary in connection with
the delivery of Deposited Securities.
Any other charges and expenses of the Depositary
under the Deposit Agreement will be paid by the Company upon agreement between the Depositary and the Company. All fees and charges may,
at any time and from time to time, be changed, modified or waived by agreement between the Depositary and Company but, in the case of
fees and charges payable by Holders or Beneficial Owners, only in the manner contemplated by Article (22) of this Receipt. The Depositary
will provide, without charge, a copy of its latest fee schedule to anyone upon request. The charges and expenses of the Custodian are
for the sole account of the Depositary.
Depositary fees payable upon (i) deposit of
Shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited Securities will be charged
by the Depositary to the person to whom the ADSs so issued are delivered (in the case of ADS issuances) and to the person who
delivers the ADSs for cancellation to the Depositary (in the case of ADS cancellations). In the case of ADSs issued by the
Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees will be payable to the Depositary
by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to the Depositary
for cancellation, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the
account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC participant(s) as in
effect at the time. Depositary fees in respect of distributions and the Depositary services fee are payable to the Depositary by
Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the
applicable Depositary fees is deducted by the Depositary from the funds being distributed. In the case of distributions other than
cash and the Depositary service fee, the Depositary will invoice the applicable Holders as of the ADS Record Date established by the
Depositary. For ADSs held through DTC, the Depositary fees for distributions other than cash and the Depositary service fee are
charged by the Depositary to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to
time and the DTC Participants in turn charge the amount of such fees to the Beneficial Owners for whom they hold ADSs. The
Depositary may remit to the Company all or a portion of the Depositary fees charged for the reimbursement of certain expenses
incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement upon such terms and conditions
as the Company and the Depositary may agree from time to time.
(11) Title to Receipts. It is a
condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents and agrees, that
title to this Receipt (and to each ADS evidenced hereby) shall be transferable on the same terms as a certificated security under
the laws of the State of New York, provided that the Receipt has been properly endorsed or is accompanied by proper instruments of
transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of this Receipt
(that is, the person in whose name this Receipt is registered on the books of the Depositary) as the absolute owner thereof for all
purposes. Neither the Company nor the Depositary shall have any obligation nor be subject to any liability under the Deposit
Agreement or this Receipt to any holder of this Receipt or any Beneficial Owner unless such holder is the registered Holder of this
Receipt or, in the case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner's representative is the registered
Holder thereof.
(12) Validity of Receipt. This
Receipt (and the American Depositary Shares represented hereby) shall not be entitled to any benefits under the Deposit Agreement or
be valid or enforceable for any purpose against the Depositary or the Company unless this Receipt has been (i) dated, (ii) signed by
the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile
signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the
registration of issuances and transfers of Receipts. Receipts bearing the facsimile signature of a duly-authorized signatory of the
Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or the Registrar, as the
case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the
delivery of such Receipt by the Depositary.
(13) Available Information; Reports; Inspection
of Transfer Books. The Company is subject to the periodic reporting requirements of the Exchange 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 St., N.E., Washington, D.C. 20549. The Depositary shall make available 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 Registrar shall keep books for the registration
of issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of
such Receipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders
of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the
Deposit Agreement or the Receipts.
The Registrar may close the transfer books with
respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the
performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Article (24) hereof.
Dated:
CITIBANK, N.A.
Transfer Agent and Registrar |
CITIBANK, N.A.
as Depositary |
| |
|
| By: __________________________________ |
By: __________________________________ |
| Authorized Signatory |
Vice President |
The address of the Corporate Agency Office of
the Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.
[FORM OF REVERSE OF RECEIPT]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(14) Dividends and Distributions in Cash, Shares,
etc. Whenever the Depositary receives confirmation from the Custodian of receipt of any cash dividend or other cash distribution on
any Deposited Securities, or receives proceeds from the sale of any Shares, rights securities or other entitlements under the Deposit
Agreement, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of
the Depositary (upon the terms of the Deposit Agreement), be converted on a practicable basis into Dollars transferable to the United
States, promptly convert or cause to be converted such dividend, distribution or proceeds into Dollars (upon the terms of the Deposit
Agreement), (ii) if applicable, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) promptly distribute the
amount thus received (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary as provided in the Deposit Agreement
and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADS held as of the ADS
Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction
of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be
added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs then outstanding. If the Company,
the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect
of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on
the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company,
the Custodian or the Depositary to the relevant governmental authority.
If any distribution upon any Deposited Securities
consists of a dividend in, or free distribution of, Shares, the Company shall or cause such Shares to be deposited with the Custodian
and registered, as the case may be, in the name of the Depositary, the Custodian or their respective nominees. Upon receipt of confirmation
of such deposit from the Custodian, the Depositary shall, subject to and in accordance with the Deposit Agreement, establish the ADS Record
Date and either (i) the Depositary shall distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held
as of the ADS Record Date, additional ADSs, which represent in aggregate the number of Shares received as such dividend, or free distribution,
subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred
by, the Depositary as provided in the Deposit Agreement and (b) taxes), or (ii) if additional ADSs are not so distributed, each ADS issued
and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interest in the
additional integral number of Shares distributed upon the Deposited Securities represented thereby (net (a) of the applicable fees and
charges of, and the expenses incurred by, the Depositary, as provided in the Deposit Agreement and (b) taxes). In lieu of delivering fractional
ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute
the net proceeds upon the terms set forth in the Deposit Agreement.
In the event that the Depositary determines that
any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated
to withhold, or, if the Company in the fulfillment of its obligations under the Deposit Agreement, has furnished an opinion of U.S. counsel
determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration
statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to
subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable
and the Depositary shall distribute the net proceeds of any such sale (after deduction of such (a) taxes and (b) fees and charges of,
and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of the Deposit Agreement. The Depositary shall hold
and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Upon timely receipt of a notice indicating that
the Company wishes an elective distribution to be made available to Holders upon the terms described in the Deposit Agreement, the Company
and the Depositary shall determine whether such distribution is lawful and reasonably practicable. If so, the Depositary shall, to the
extent permitted by law and subject to the terms and conditions of the Deposit Agreement, distribute either (x) cash as in the case of
a cash distribution or (y) additional ADSs representing such additional Shares as in the case of a distribution of Shares. In either case,
the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish and ADS record date according to paragraph
(16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs.
If a Holder elects to receive the distribution in cash, the dividend shall be distributed as in the case of a distribution in cash. If
the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be distributed as in the case of a distribution
in Shares. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holder hereof a method to
receive the elective distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof will be given the opportunity
to receive elective distributions on the same terms and conditions as the holders of Shares.
Upon timely receipt by the Depositary of a
notice indicating that the Company wishes rights to subscribe for additional Shares to be made available to Holders of ADSs, the
Depositary upon consultation with the Company, shall determine, whether it is lawful and reasonably practicable to make such rights
available to the Holders. The Depositary shall make such rights available to any Holders only if (i) the Company shall have
requested that such rights be made available to Holders, (ii) the Depositary shall have received the documentation contemplated in
the Deposit Agreement, and (iii) the Depositary shall have determined, in consultation with the Company, that such distribution of
rights is reasonably practicable. If such conditions are not satisfied, the Depositary shall sell the rights as described below. In
the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described
in the Deposit Agreement) and establish procedures (x) to distribute rights to purchase additional ADSs (by means of warrants or
otherwise), (y) to enable the Holders to exercise the rights (upon payment of the subscription price and of the applicable (a) fees
and charges of, and expenses incurred by, the Depositary as provided in the Deposit Agreement and (b) taxes), and (z) to deliver
ADSs upon the valid exercise of such rights. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make
available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs). If (i) the Company does not request
the Depositary to make the rights available to Holders or if the Company requests that the rights not be made available to Holders,
(ii) the Depositary fails to receive the documentation required by the Deposit Agreement or determines in consultation with the
Company, that it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not
exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell
such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem
proper. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable fees and charges of,
and expenses incurred by, the Depositary and taxes) upon the terms hereof and of the Deposit Agreement. If the Depositary is unable
to make any rights available to Holders or to arrange for the sale of the rights upon the terms described above, the Depositary
shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it may be
practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or
loss incurred in connection with such sale or exercise, or (iii) the content of any materials forwarded to the ADR Holders on behalf
of the Company in connection with the rights distribution.
Notwithstanding anything herein or in the Deposit
Agreement to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which
any rights relate is required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented
by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the
Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s)
of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed
in each case reasonably satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial
Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the
event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property
(including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs representing
such Deposited Securities shall be reduced accordingly. In the event that the Depositary determines that any distribution in property
(including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated
to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such
amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes
or charges.
There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares
or to exercise such rights. Nothing herein or in the Deposit Agreement shall obligate the Company to file any registration statement in
respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.
Upon receipt of a notice indicating that the
Company wishes property other than cash, Shares or rights to purchase additional Shares, to be made to Holders of ADSs, the
Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make
such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the
Depositary shall have received the documentation contemplated in the Deposit Agreement, and (iii) the Depositary shall have
determined that such distribution is reasonably practicable. Upon satisfaction of such conditions, the Depositary shall distribute
the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them
respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of
payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld.
The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner
(including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable
interest and penalties) or other governmental charges applicable to the distribution.
If the conditions above are not satisfied, the
Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it
may deem proper and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of
such conversion received by the Depositary (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary as provided
in the Deposit Agreement (b) taxes) to the Holders upon the terms hereof and of the Deposit Agreement. If the Depositary is unable to
sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances.
(15) Redemption. Upon timely receipt
of notice from the Company that it intends to exercise its right of redemption in respect of any of the Deposited Securities, and a
satisfactory opinion of counsel, and upon determining that such proposed redemption is practicable, the Depositary shall (to the
extent practicable) mail to each Holder a notice setting forth the Company's intention to exercise the redemption rights and any
other particulars set forth in the Company's notice to the Depositary. Upon receipt of confirmation that the redemption has taken
place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, distribute the
proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary as provided in the Deposit Agreement,
and (b) taxes), retire ADSs and cancel ADRs upon delivery of such ADSs by Holders thereof upon the terms of the Deposit Agreement.
If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata
basis, as may be determined by the Depositary. The redemption price per ADS shall be the dollar equivalent of per share amount
received by the Depositary upon the redemption of the Deposited Securities represented by American Depositary Shares (subject to the
terms of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes)
multiplied by the number of Units or Deposited Securities represented by each ADS redeemed.
(16) Fixing of ADS Record Date. Whenever
the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities
entitled to receive any distribution (whether in cash, Shares, rights or other distribution), or whenever for any reason the Depositary
causes a change in the number of Shares that are represented by each ADS, or whenever the Depositary shall receive notice of any meeting
of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or whenever the Depositary shall find
it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary
shall fix a record date ("ADS Record Date") for the determination of the Holders of Receipts who shall be entitled to receive
such distribution, to give instructions for the exercise of voting rights at any such meeting, or to give or withhold such consent, or
to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed
number of Shares represented by each ADS. Subject to applicable law and the terms and conditions of this Receipt and the Deposit Agreement,
only the Holders of Receipts at the close of business in New York on such ADS Record Date shall be entitled to receive such distributions,
to give such instructions, to receive such notice or solicitation, or otherwise take action.
(17) Voting of Deposited Securities. As
soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of
consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such
meeting or solicitation of such consent or proxy. The Depositary shall (if requested in writing in a timely manner by the Company, at
the Company's expense and provided no U.S. legal prohibitions exist) mail to Holders: (a) such notice of meeting or solicitation of consent
or proxies, (b) a statement that the Holders as of the ADS Record Date will be entitled, subject to any applicable law, the Company's
Articles of Association and Memorandum of Association and the provisions of or governing Deposited Securities (which provisions, if any,
shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining
to the Shares or other Deposited Securities represented by such Holder's ADS and (c) a brief statement as to the manner in which such
instructions may be given. Upon the timely receipt of voting instructions from a Holder of ADSs on the ADS Record Date in the manner specified
by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law the provisions of the Deposit
Agreement, the provisions of the Articles of Association and Memorandum of Association of the Company and the provisions of the Deposited
Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs held by such Holder,
either on a show of hands, in which case the Custodian shall be instructed to vote in accordance with instructions received from Holders
of a majority of the American Depositary Shares for which instructions have been given to the Depositary, or on a poll, in which case
the Custodian shall be instructed to vote in accordance with the instructions received from the Holders giving instructions.
The Company's Articles of Association and
Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10%
of the total Shares entitled to vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a
result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the total Shares (represented by such
Holder(s)' American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)' American
Depositary Shares) with an aggregate paid up capital of at least Rs.50,000, the Custodian, acting on behalf of the Holders upon the
instructions of the Depositary, may not join in demanding a poll. The Company's Articles of Association and Memorandum of
Association (as in effect on the date hereof), further provide that the Chairman of the Board of the Company shall cast the deciding
vote, in the event of a tie.
Neither the Depositary nor the Custodian shall,
under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise
the right to vote, or in any way make use of, the Shares or other Deposited Securities represented by ADS except pursuant to and in accordance
with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date
established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions,
the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares
or other Deposited Securities represented by ADS for which no specific voting instructions are received by the Depositary from the Holder
shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any
obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited
Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to
enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver
to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can
be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable
the Holder to return voting instructions to the Depositary in a timely manner.
(18) Changes Affecting Deposited
Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of
Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company
or to which it is a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in
conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be
treated as new Deposited Securities under the Deposit Agreement, and the Receipts shall, subject to the provisions of the Deposit
Agreement and applicable law, evidence ADSs representing the right to receive such additional securities. The Depositary may, with
the Company's approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt of
satisfactory documentation contemplated by the Deposit Agreement, execute and deliver additional Receipts as in the case of a stock
dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts, in either case, as well
as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in this Exhibit A to the
Deposit Agreement, specifically describing such new Deposited Securities or corporate change. Notwithstanding the foregoing, in the
event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company's
approval, and shall if the Company requests, subject to receipt of satisfactory legal documentation contemplated in the Deposit
Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may
allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary as provided in the
Deposit Agreement and (b) taxes) for the account of the Holders otherwise entitled to such securities and distribute the net
proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to the Deposit Agreement.
The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities
available to Holders in general or 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.
(19) Exoneration. Neither the
Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit
Agreement or incur any liability to any Holder or Beneficial Owner (i) if the Depositary or the Company shall be prevented or
forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act
or thing required by the terms of the Deposit Agreement and this Receipt, by reason of any provision of any present or future law or
regulation of the United States, the Republic of India or any other country, or of any other governmental authority or regulatory
authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision,
present or future of the Articles of Association and Memorandum of Association of the Company or any provision of or governing any
Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without
limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions,
explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement or in the Articles of Association and Memorandum of Association of the Company or provisions of or governing
Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any
other person believed by it in good faith to be competent to give such advice or information, (iv) for any inability by a Holder or
Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited
Securities but is not, under the terms of this Deposit Agreement, made available to Holders of ADS or (v) for any consequential or
punitive damages for any breach of the terms of this Deposit Agreement. The Depositary, its controlling persons, its agents, any
Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice,
request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No
disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Receipt.
(20) Standard of Care. The Company and
its agents assume no obligation and shall not be subject to any liability under this Deposit Agreement or the Receipts to Holders or
Beneficial Owners or other persons, except that the Company and its agents agree to perform their obligations specifically set forth
in this Deposit Agreement without negligence or bad faith. The Depositary and its agents assume no obligation and shall not be subject
to any liability under this Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons, except that the Depositary
and its agents agree to perform their obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The
Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and
in accordance with the terms of this Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that
any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company
for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an
interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result
from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to
lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company.
(21) Resignation and Removal of the
Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement
by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after
delivery thereof to the Company, or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such
appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such
removal which notice shall be effective on the earlier of (i) the 90th day after delivery thereof to the Depositary, or (ii) upon
the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at
any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every
successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable
law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary,
upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring
to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement), (ii)
duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to
such successor a list of the Holders of all outstanding Receipts and such other information relating to Receipts and Holders thereof
as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to such
Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary
without the execution or filing of any document or any further act.
(22) Amendment/Supplement. This
Receipt and any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written
agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written
consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other
than the charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and
other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners,
shall not, however, become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment or
supplement shall have been given to the Holders of outstanding Receipts. The parties hereto agree that any amendments or supplements
which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form
F-6 under the Securities Act or (b) the ADSs to be traded solely in electronic book-entry form and (ii) do not in either such case
impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial rights of
Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall
be deemed, by continuing to hold such ADS(s), to consent and agree to such amendment or supplement and to be bound by the Deposit
Agreement as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to
surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations
which would require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary
may amend or supplement the Deposit Agreement and this Receipt at any time in accordance with such changed laws, rules or
regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of
such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, or
rules or regulations.
(23) Termination. The Depositary
shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to
the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. If 90
days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or
(ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a
successor depositary shall not have been appointed and accepted its appointment as provided in herein and in the Deposit Agreement,
the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then
outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit
Agreement, the Holder will, upon surrender of such Holders' Receipt(s) at the Principal Office of the Depositary, upon the payment
of the charges of the Depositary for the surrender of ADSs referred to in Article (2) hereof and in the Deposit Agreement and
subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, be
entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts
shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the
registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and
shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall
continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the
Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the
Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale
of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case
may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in
accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments).
At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the
Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any
other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the
Holders whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement with respect to the Receipts and the Shares, the Deposited Securities and the ADSs, except
to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the
Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of
the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit
Agreement.
(24) Compliance with U.S. Securities Laws.
Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities
will not be suspended by the Company or the Depositary except as would be permitted by Section I.A. (1) of the General Instructions to
the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.
(25) Certain Rights of the Depositary; Limitations.
Subject to the further terms and provisions of this Article (25), the Depositary, its Affiliates and their agents, on their own behalf
and on behalf of their clients, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary
may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer
agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights
shall consist of written blanket or specific guarantees of ownership of Shares. In its capacity as Depositary, the Depositary shall not
lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3
of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section
2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not have been received (each
such transaction a "Pre-Release Transaction"). The Depositary may receive ADSs in lieu of Shares under (i) above and receive
Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) accompanied by or subject to a written agreement
whereby the person or entity (the "Applicant") to whom ADSs or Shares are to be delivered (w) represents that at the time of
the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such
Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares
or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees
to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs and (z) agrees to any additional restrictions or requirements
that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral
as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice and (d) subject
to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number
of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without
giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares
involved in Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. The Depositary may retain for
its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not
earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).
(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s),
assign(s) and transfer(s) unto __________________whose taxpayer identification number is _______________________ and
whose address including postal zip code is ________________, the within Receipt and all rights thereunder, hereby irrevocably
constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with
full power of substitution in the premises.
| Dated: |
Name: ________________________________ |
| |
By: |
| |
Title: |
| |
|
| |
NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument
in every particular, without alteration or enlargement or any change whatsoever.
|
| |
|
| |
If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must
give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary,
must be forwarded with this Receipt.
|
| __________________________ |
|
| SIGNATURE GUARANTEED |
|
| |
All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Securities
Transfer Association, Inc.
|
Legends
[The Receipts issued in respect of Partial Entitlement American Depositary
Shares shall bear the following legend on the face of the Receipt: "This Receipt evidences American Depositary Shares representing
`partial entitlement' equity shares ("Shares") of Sify Technologies Limited and as such do not entitle the holders thereof to
the same per-share entitlement as other Shares (which are `full entitlement' Shares) issued and outstanding at such time. The American
Depositary Shares represented by this Receipt shall entitle holders to distributions and entitlements identical to other American Depositary
Shares when the Shares represented by such American Depositary Shares become `full entitlement' Shares."
[This certificate represents "Restricted ADSs" issued upon
the terms of Section 2.12 of the Deposit Agreement (as hereinafter defined). This certificate and the Restricted ADSs represented hereby
may not be sold or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933,
as amended, or unless an exemption from registration under said act is available for such sale or transfer.]
EXHIBIT B
FEE SCHEDULE
DEPOSITARY FEES AND RELATED CHARGES
All capitalized terms used but not otherwise defined herein
shall have the meaning given to such terms in the Deposit Agreement.
I. Depositary Fees
The Company, the Holders, the Beneficial Owners and
the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary:
| |
Service |
Rate |
By Whom Paid |
| (1) |
Issuance of ADSs upon deposit of Shares (excluding issuances contemplated by paragraph (4) below). |
Up to $5.00 per 100 ADSs (or fraction thereof) issued. |
Person for whom deposits are made or party receiving ADSs. |
| (2) |
Delivery of Deposited Securities, property and cash against surrender of ADSs. |
Up to $5.00 per 100 ADSs (or fraction thereof) surrendered. |
Person surrendering ADSs or making withdrawal. |
| (3) |
Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements). |
Up to $2.00 per 100 ADSs (or fraction thereof) held. |
Person to whom distribution is made. |
| (4) |
Distribution ADSs pursuant to (i) stock dividends or other free distributions, or (ii) exercise of rights. |
Up to $2.00 per 100 ADSs (or fraction thereof) issued. |
Person to whom distribution is made. |
| (5) |
Depositary Services. |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. |
Person holding ADSs on the applicable record date(s) established by the Depositary. |
II. Charges
Holders, Beneficial Owners, persons depositing Shares
for deposit and persons surrendering ADSs for cancellation and for the purpose of withdrawing Deposited Securities shall be responsible
for the following charges:
| (i) | taxes (including applicable interest and penalties) and other governmental charges; |
| (ii) | such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share
register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any
nominees upon the making of deposits and withdrawals, respectively; |
| (iii) | such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the
expense of the person depositing Shares or Holders and Beneficial Owners of ADSs; |
| (iv) | the expenses and charges incurred by the Depositary in the conversion of foreign currency; |
| (v) | such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other
regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs; and |
| (vi) | the fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities. |
EXHIBIT C
NOTICE TO HOLDERS
SIFY TECHNOLOGIES LIMITED
AND
CITIBANK, N.A.,
as Depositary,
AND
ALL HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES
OUTSTANDING UNDER THE TERMS OF THE
DEPOSIT AGREEMENT, DATED AS OF OCTOBER 18, 1999
Amendment No. 3
to
Deposit Agreement
Dated as of June 15, 2009
Table of Contents
Page
| ARTICLE I |
|
|
| DEFINITIONS |
|
2 |
| SECTION 1.01 |
Definitions |
2 |
| SECTION 1.02 |
Effective Date |
2 |
| ARTICLE II |
|
|
| AMENDMENTS TO DEPOSIT AGREEMENT |
2 |
| SECTION 2.01 |
Deposit Agreement |
2 |
| SECTION 2.02 |
Amendments Binding on all Holders and Beneficial Owners |
3 |
| SECTION 2.03 |
Reference to Fees of the Depositary |
3 |
| SECTION 2.04 |
Change of Fees and Charges of the Depositary |
3 |
| ARTICLE III |
|
|
| AMENDMENTS TO THE FORM OF ADR |
4 |
| SECTION 3.01 |
ADR Amendment |
4 |
| SECTION 3.02 |
Change of Fees and Charges of the Depositary |
5 |
| ARTICLE IV |
|
|
| AMENDMENTS TO THE FEE SCHEDULE |
6 |
| SECTION 4.01 |
Amendment to Fee Schedule |
6 |
| ARTICLE V |
|
|
| REPRESENTATIONS AND WARRANTIES |
6 |
| SECTION 5.01 |
Representations and Warranties |
6 |
| ARTICLE VI |
|
|
| MISCELLANEOUS |
|
7 |
| SECTION 6.01 |
New ADRs |
7 |
| SECTION 6.02 |
Notice of Amendment to Holders of ADSs |
7 |
| SECTION 6.03 |
Indemnification |
7 |
| SECTION 6.04 |
Ratification |
7 |
| SECTION 6.05 |
Governing Law |
8 |
| SECTION 6.06 |
Counterparts |
8 |
i
