As filed with the Securities and Exchange Commission on June 12, 2013. Registration No. 333-141889
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
Post-Effective Amendment No. 1
to
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
Tata Communications
Limited
(formerly Videsh Sanchar Nigam Limited)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Republic of India
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Joel F. Herold, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 (212) 474-1350
|
Brian D. Obergfell, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York, 10271 (212) 238-3032 |
It is proposed that this filing become effective under Rule 466
[x] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
This Post-Effective Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
|
Item Number and Caption
|
Location in Form of Receipt
|
|
Introductory Article |
|
Face of Receipt, top center |
|
Terms of Deposit:
|
|
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15 and 16 |
| (iii) The collection and distribution of dividends | Articles number 12, 14 and 15 |
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15 and 16 |
| (v) The sale or exercise of rights | Article number 13 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12 and 17 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 8 and 24 |
| (x) Limitation upon the liability of the depositary | Articles number 13 and 18 |
| 3. Fees and Charges | Article number 7 |
Item - 2. Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a-1. | Revised form of American Depositary Receipt filed pursuant to Rule 424(b). – Previously filed. |
| a-2 | Amendment No. 1 to Deposit Agreement dated as of December 11 2000, among Tata Communications Limited (formerly Videsh Sanchar Nigam Limited), the Bank of New York Mellon (formerly the Bank of New York), as Depositary, and each Owner and Beneficial Owner from time to time of American Depositary Receipts issued thereunder. – Previously filed. |
| a-3. | Deposit Agreement dated as of August 7, 2000, among Tata Communications Limited (formerly Videsh Sanchar Nigam Limited), the Bank of New York Mellon (formerly the Bank of New York), as depositary, and each Owner and Beneficial Owner from time to time of American Depositary Receipts issued thereunder. – Previously filed. |
| c. | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See a-2 and a-3 above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed. |
| e. | Certification under Rule 466. – Filed herewith as Exhibit 5. |
Item - 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 12, 2013.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Shares representing ordinary shares of Tata Communications Limited.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Tata Communications Limited has caused registration statement or amendment to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Mumbai, Republic of India on the 12th day of June, 2013.
Tata Communications Limited
By: /s/ Satish Ranade
Name: Satish Ranade
Title: Company Secretary & Chief Legal Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed below by the following persons in the capacities indicated on June 12, 2013.
SIGNATURES
|
/s/ Subodh Bhargava |
/s/ Vinod Kumar | |
| Subodh Bhargava | Vinod Kumar | |
| Chairman | Managing Director and CEO | |
| (Principal Executive Officer) | ||
|
/s/ N. Srinath |
/s/ Ajay Kumar Mittal | |
| N. Srinath | Ajay Kumar Mittal | |
| Director | Director | |
|
/s/ Kishor A. Chaukar |
/s/ Saurabh Kumar Tiwari | |
| Kishor A. Chaukar | Saurabh Kumar Tiwari | |
| Director | Director | |
|
/s/ Amal Ganguli |
/s/ Sanjay Baweja | |
| Amal Ganguli | Sanjay Baweja | |
| Director | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
|
/s/ S. Ramadorai |
/s/ Dave Ryan | |
| S. Ramadorai | Dave Ryan | |
| Director | Exec. Vice President & Americas Regional Head | |
| (Authorized representative in the United States) | ||
|
/s/ Ashok Jhunjhunwala |
||
| Ashok Jhunjhunwala | ||
| Director | ||
|
/s/ Uday B. Desai |
||
| Uday B. Desai | ||
| Director | ||
INDEX TO EXHIBITS
|
Exhibit Number |
Exhibit | |
| 5. | Rule 466 Certification |