Registration No. 333 -
As filed with the Securities and Exchange Commission on December 4, 2006
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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Sterlite Industries (India) Limited
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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Republic of India
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(212) 816-6763
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Michael W. Sturrock, Esq. Herman H. Raspe, Esq.
Anthony J. Richmond, Esq. Patterson Belknap Webb & Tyler LLP
Latham & Watkins LLP 1133 Avenue of the Americas
80 Raffles Place, #14-20 UOB Plaza 2 New York, New York 10036
Singapore 048624
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |X|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each
representing one (1) equity share of 400,000,000 $5.00 $20,000,000.00 $2,140.00
Sterlite Industries (India) Limited
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement 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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its Face of Receipt - Introductory
principal executive office Article.
2. Title of Receipts and identity of Face of Receipt - Top Center.
deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt - Upper right
securities represented by one corner.
American Depositary Share
("ADSs")
(ii) The procedure for voting, if Reverse of Receipt - Paragraphs (16)
any, the deposited securities and (17).
(iii) The collection and Reverse of Receipt - Paragraph (14).
distribution of dividends
(iv) The transmission of notices, Face of Receipt - Paragraph (13);
reports and proxy soliciting Reverse of Receipt - Paragraph (16).
material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of Face of Receipt - Paragraphs (3) and
securities resulting from (6);
dividends, splits or plans of Reverse of Receipt - Paragraphs (14)
reorganization and (18).
(vii) Amendment, extension or Reverse of Receipt - Paragraphs (22)
termination of the deposit and (23) (no provision for
agreement extensions).
(viii) Rights of holders of Receipts Face of Receipt - Paragraph (13).
to inspect the transfer books
of the Depositary and the list
of holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(ix) Restrictions upon the right to Face of Receipt - Paragraphs (2),
deposit or withdraw the (3), (4), (6), (7), (9) and (10).
underlying securities
(x) Limitation upon the liability Face of Receipt - Paragraph (7);
of the Depositary Reverse of Receipt - Paragraphs (19)
and (20).
(xi) Fees and charges which may be Face of Receipt - Paragraph (10).
imposed directly or
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
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 retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Deposit Agreement filed
as Exhibit (a) to this Registration Statement on Form F-6 and is
incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, by and among Sterlite Industries (India)
Limited (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners of American
Depositary Shares issued thereunder ("Deposit Agreement"). ___ Filed
herewith as Exhibit (a).
(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. ___
None.
(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. ___ None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. ___ Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. ___ Not applicable.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. ___ Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, 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 amount of fees charged is not disclosed in the prospectus,
the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify
each registered holder of an ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, by and among Sterlite Industries (India) Limited, Citibank,
N.A., as depositary, and all Holders and Beneficial Owners of American
Depositary Shares to be issued thereunder, 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 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 the 4th day of December, 2006.
Legal entity created by the Deposit
Agreement under which the American
Depositary Shares registered hereunder
are to be issued, each American
Depositary Share representing one (1)
equity share, par value Rs. 2 per equity
share, of Sterlite Industries (India)
Limited.
CITIBANK, N.A., solely in its capacity
as Depositary
By: /s/ Susan A. Lucanto
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Name: Susan A. Lucanto
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sterlite Industries (India) 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 Registration Statement on Form F-6 to be signed on its behalf by the
undersigned thereunto duly authorized, in Mumbai, India, on December 4, 2006.
Sterlite Industries (India) Limited
By: /s/ Dindayal Jalan
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Name: Dindayal Jalan
Title: Chief Financial Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Mr. Tarun Jain, Mr. Dindayal
Jalan and Mr. Dhanpal Arvind Jhaveri to act as his/her true and lawful
attorney-in-fact and agent, with full power of substitution, for him/her and in
his/her name, place and stead, in any and all such capacities, to sign any and
all amendments, including post-effective amendments, and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as s/he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on December 4, 2006.
Signature Title
/s/ Anil Agarwal
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Anil Agarwal Non-Executive Chairman
/s/ Navin Agarwal
----------------------------- Executive Vice-Chairman
Navin Agarwal (principal executive officer)
/s/ Dindayal Jalan Chief Financial Officer
----------------------------- (principal financing officer and
Dindayal Jalan principal accounting officer)
/s/ Kuldip Kumar Kaura
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Kuldip Kumar Kaura Managing Director and Chief Executive
Officer
/s/ Tarun Jain
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Tarun Jain Whole Time Director
/s/ Dwarka Prasad Agarwal
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Dwarka Prasad Agarwal Non-Executive Director
/s/ Berjis Minoo Desai
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Berjis Minoo Desai Non-Executive Director
/s/ Gautam Bhailal Doshi
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Gautam Bhailal Doshi Non-Executive Director
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Signature Title
/s/ Sandeep H. Junnarkar
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Sandeep H. Junnarkar Non-Executive Director
/s/ Ishwarlal Patwari
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Ishwarlal Patwari Non-Executive Director
/s/ Donald J. Puglisi
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Donald J. Puglisi
Managing Director Authorized Representative in the U.S.
Puglisi & Associates
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary