fv6pos
Table of Contents

As filed with the Securities and Exchange Commission on June 30, 2004

Registration No.333-72199

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2
TO

FORM F-6

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

INFOSYS TECHNOLOGIES LIMITED

(Exact name of issuer of deposited securities as specified in its charter)

Not Applicable
(Translation of issuer’s name into English)

Republic of India
(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS,

formerly Bankers Trust Company (Exact name of depositary as specified in its charter)

60 Wall Street
New York, New York 10005
(212) 250 9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Deutsche Bank Trust Company Americas
ADR Department
60 Wall Street
New York, New York 10005
(212) 250 9100

(Address, including zip code, and telephone number, including area code, of agent for service)

         
It is proposed that this filing become effective under Rule 466:
  þ   immediately upon filing.
  o   on (Date) at (Time).
 
        
If a separate registration statement has been filed to register
 
        
the deposited shares, check the following box: o    
                                 
 
  CALCULATION OF REGISTRATION FEE
  
              Proposed Maximum     Proposed Maximum     Amount of  
  Title of Each Class of     Amount to be     Aggregate Price Per     Aggregate Offering     Registration Fee  
  Securities to be Registered     Registered     Unit*     Price        
 
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share Representing one share, Rs. 5 par value, of Infosys Technologies Limited (the “shares”)
    N/A     $ 0.05       N/A     N/A  
 

* Each unit represents one American Depositary Share.

 

TABLE OF CONTENTS

PART I
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item 2. AVAILABLE INFORMATION
PART II
Item 3. EXHIBITS
Item 4. UNDERTAKINGS
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT (A)(2)
EXHIBIT (E)

Table of Contents

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“Receipt” or “American Depositary Receipt”) included as Exhibit A to the Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2)to the Post-Effective Amendment No. 1 to Form F-6, which form of American Depositary Receipt is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

     Cross Reference

             
            Location in Form of Receipt
Item Number and Caption
   Filed Herewith as Prospectus
1.   Name and address of depositary   Face of Receipt, Introductory Article
 
            
2.   Title of American Depositary Receipts and identity of deposited securities   Face of Receipt, Introductory Article
 
            
    Terms of Deposit:    

 

Table of Contents

             
            Location in Form of Receipt
Item Number and Caption
   Filed Herewith as Prospectus
  (i)   The amount of deposited securities represented by one unit of American Depositary Receipts   Face of Receipt, Introductory Article upper right corner
 
            
  (ii)   The procedure for voting, if any,
the deposited securities 		  Reverse of Receipt, Articles 15 and 16
 
            
  (iii)   The collection and distribution of dividends   Reverse of Receipt, Article 12
 
            
  (iv)   The transmission of notices, reports and proxy soliciting material Receipt, Article 15   Face of Receipt, Article 11, Reverse of
 
            
  (v)   The sale or exercise of rights   Reverse of Receipt, Article 13
 
            
  (vi)   The deposit or sale of securities resulting from dividends, splits or plans of reorganization   Face of Receipt, Article 3, Reverse of Receipt, Articles 12 and 17
 
            
  (vii)   Amendment, extension or termination of the deposit arrangements   Reverse of Receipt, Articles 20 and 21
 
            
  (viii)   Rights of holders of American Depositary Receipts to inspect the Depositary and the list of holders of Receipts   Reverse of Receipt, Article 11
 
            
  (ix)   Restrictions upon the right to transfer or withdraw the underlying securities   Face of Receipt, Articles 2, 4 and 6
 
            
  (x)   Limitation upon the liability of the depositary   Reverse of Receipt, Articles 13, 18 and 21
 
            
3.   Fees and Charges   Face of Receipt, Article 7
 
            
Item 2. AVAILABLE INFORMATION    
 
            
Public reports furnished by issuer   Face of Receipt Article 11

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the United States Securities and Exchange Commission (the “Commission”). These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549, and at the principal executive office of the Depositary.

 

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

     
(a)(1)
  Form of Amended and Restated Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of April 7, 2003 among Infosys Technologies Limited (the “Company”), Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the “Deposit Agreement”). Previously filed.
 
    
(a)(2)
  Form of Amendment No. 1 to Deposit Agreement, including the Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2).
 
    
(b)
  Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
 
    
(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. Not Applicable.
 
    
(d)
  Opinion of counsel to the Depositary, as to the legality of the securities being registered. Previously filed
 
    
(e)
  Certification under Rule 466. Filed herewith as Exhibit (e).
 
    
  Powers of Attorney for certain officers and directors and the authorized representative of the Company. Previously filed.

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 American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
(b)   If the amounts of fees charged are disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty (30) days before any change in the fee schedule.

 

Table of Contents

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 No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on June 28, 2004.

         
    Legal entity created by the agreement for the issuance of American Depositary Receipts for Registered Shares, Par Value Rs. 5 each, of Infosys Technologies Limited.
 
        
  By:   Deutsche Bank Trust Company
Americas, as Depositary
 
        
  By:   /s/ Paul Martin
     
 
  Name:
Title: 		  Paul Martin
Vice President
 
        
  By:   /s/ William Fahey
     
 
  Name:
Title: 		  William Fahey
Vice President

 

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Infosys Technologies Limited 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 No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 28, 2004.

         
  Infosys Technologies Limited
 		  
  By:   /s/Nithyanandan Radhakrishnan    
    Name:   Nithyanandan Radhakrishnan   
    Title:   Corporate Counsel   
 
     
  By:   /s/Nandan M. Nilekani    
    Name:   Nandan M. Nilekani   
    Title:   Chief Executive Officer, President and Managing Director   
 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 28, 2004.

     
Signature
   Title
*
N.R. Narayana Murthy		    
Chairman of the Board and Chief Mentor
/s/Nandan M. Nilekani
Nandan M. Nilekani		    
Director, Chief Executive Officer, Managing Director
and President (Principal Executive Officer)
*
T.V. Mohandas Pai		   Officer and Head — Finance
Director, Chief Financial
and Administration (Principal
Financial and Accounting Officer)

 

Table of Contents

     
Signature
   Title
*
Deepak Satwalekar		    
Director
*
Marti G. Subrahmanyam		    
Director
*
Philip Yeo		    
Director
*
Jitendra Vir Singh		    
Director
*
Omkar Goswami		    
Director
*
Larry Pressler		    
Director
*
Rama Bijapurkar		    
Director
*
Claude Smadja		    
Director
*
S. Gopalakrishnan		   Director, Chief Operating Officer, Deputy Managing
Director and Head — Customer Service and Technology
*
K. Dinesh		   Director and Head - Human Resources Development,
Information Systems, Quality and Productivity, and
Communication Design Group

 

Table of Contents

     
Signature
   Title
*
S.D. Shibulal		    
Director and Head — Customer Delivery (U.S.
Representative)
*
Srinath Batni		    
Director and Head — Delivery
(West North America)
             
By:
  /s/Nandan M. Nilekani       Attorney-in-fact
 
 		        
  Nandan M. Nilekani        
 
            
Infosys Technologies Limited       Authorized Representative in the United States
             
By:   /s/ S.D. Shibulal    
   
 		    
  Name:   S.D. Shibulal    
  Title:   Director and Head — Customer Delivery    

*   Original powers of attorney authorizing Nandan M. Nilekani to sign this amendment to the Registration Statement on behalf of the above-named directors and executive officers have been filed with the Commission.

 

Table of Contents

INDEX TO EXHIBITS

     
Exhibit Number
    
(a)(2)
  Form of Amendment No. 1 to Deposit Agreement
(e)
  Rule 466 certification