333-12000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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SILVERLINE TECHNOLOGIES LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
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The Republic of India
(Jurisdiction of Incorporation or organization of Issuer)
--------------
JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)
1 CHASE MANHATTAN PLAZA, New York,
New York 10081
Tel. No.: (212) 552-4944
(Address, including zip code, and telephone number of depositary's
principal offices)
Silverline Technologies, Inc.
Silverline Corporate Plaza
53 Knightsbridge Road
Piscataway, NJ 08854
(732) 457-0200
(Address, including zip code, and telephone number of agent for service)
With copies to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 LEXINGTON AVENUE
New York, New York 10022
It is proposed that this filing become effective under Rule 466
| | immediately upon filing |X| on MARCH 18, 2003 at 4:30 PM
If a separate registration statement has been filed to register the deposited
shares, check the following box. | |
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Registered Price Per Unit Offering Registration
Securities to be Registered Price Fee
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American Depositary Shares evidenced by
American Depositary Receipts, each American
Depositary Share representing ten equity
shares of Silverline Technologies Limited N/A N/A N/A N/A
===============================================================================================================================
This Post-Effective Amendment to 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.
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The Prospectus consists of the form of American Depositary Receipt
("ADR") included as Exhibit A to the form of Amendment No. 1 to Deposit
Agreement filed as Exhibit (a) (2) to this Post-Effective Amendment to
Registration Statement on Form F-6, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
----------- --------------------
1. Name of depositary and Face, introductory paragraph
address of its principal and final sentence on face.
executive office
2. Title of ADR and identity Face, top center and
of deposited securities introductory paragraph
Terms of Deposit
(i) The amount of deposited Face, upper right corner
securities represented by and introductory paragraph
one unit of ADRs
(ii) The procedure for voting, Reverse, paragraph (12)
if any, the deposited
securities
(iii) The collection and Face, paragraphs (4), (5)
and distribution of dividends (7); Reverse, paragraph (10)
(iv) The transmission of Face, paragraphs (3) and (8);
notices, reports and Reverse, paragraph (12)
proxy soliciting material
(v) The sale or exercise of Face, paragraphs (4) and (5);
rights Reverse, paragraph (10)
(vi) The deposit or sale of Face, paragraphs (4) and (5);
securities resulting from Reverse, paragraphs (10) and
dividends, splits or plans and (13)
of reorganization
(vii) Amendment, extension or Reverse, paragraphs (16)
termination of the deposit and (17) (no provision
agreement for extension)
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Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
----------- ------------------
(viii) Rights of holders of ADRs Face, paragraph (3)
to inspect the transfer books
of the Depositary and the
lists of holders of ADRs
(ix) Restrictions upon the right Face, paragraphs (1), (2),
to deposit or withdraw the (4) and (5)
underlying securities
(x) Limitation upon the liability Reverse, paragraph (14)
of the Depositary and/or the
Company
3. Description of all fees and Face, paragraph (7)
charges which may be imposed
directly or indirectly against
the holders of ADRs
Item 2. AVAILABLE INFORMATION
Location in Form of
Item Number ADR Filed
and Caption Herewith as Prospectus
----------- ----------------------
2(b) Statement that the foreign issuer is subject to the periodic Face, paragraph (8)
reporting requirements of the Securities Exchange Act of 1934
and, accordingly, files certain reports with the Securities
and Exchange Commission
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Deposit Agreement dated as of June 19, 2000 among Silverline
Technologies Limited, JPMORGAN CHASE BANK, as depositary (the "Depositary"), and
all holders from time to time of ADRs issued thereunder (the "Deposit
Agreement"). Previously filed as exhibit (a) to Registration Statement 333-12000
and incorporated herein by reference.
(a)(2) Form of Amendment No. 1 to Deposit Agreement. Filed herewith.
(b) Any other agreement, to which the Depositary is a party, relating to
the issuance of the Depositary Shares registered hereby or custody of the
deposited securities represented thereby. - None.
(c) Any 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 to the Depositary as to the legality of the
securities to be registered. Previously filed as exhibit (d) to Registration
Statement 333-12000 and incorporated herein by reference.
(e) Certification under Rule 466. - Filed herewith.
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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 an ADR thirty days
before any change in the fee schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit
Agreement, certifies that it has reasonable grounds to believe that all of 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 March 11, 2003.
Legal entity created by the form of Deposit
Agreement for the issuance of ADRs evidencing
American Depositary Shares
By:JPMORGAN CHASE BANK, in its capacity as Depositary
By /s/ JORDANA CHUTTER
-----------------------------------------------
Name: JORDANA CHUTTER
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-6 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 Mumbai,
in the Republic of India, on March 10, 2003.
SILVERLINE TECHNOLOGIES LIMITED
(Registrant)
By: /s/ Ravi Subramanian
-----------------------------------------
Name: Ravi Subramanian
Title: Chairman of the Board
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mr. Ravi Subramanian as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments pursuant to Rule 462(b) or otherwise) to this Registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, 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 he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement on Form F-6 has been signed
by the following persons in the capacities on March 10, 2003.
Signature Title
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/s/ Ravi Subramanian Chairman of the Board of Directors and
------------------------------- Chief Executive Officer
Ravi Subramanian
/s/ K. Kulathu Subramanian Wholetime Director
-------------------------------
K. Kulathu Subramanian
/s/ Krishnakumar Subramanian Acting Chief Financial Officer and
--------------------------- Executive for International Initiatives
Krishnakumar Subramanian
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/s/ Arjan R. Daswani Director
-------------------------
Arjan R. Daswani
/s/ Prem Rajani Director
-------------------------
Prem Rajani
/s/ Vaidyanathan Panchapakesan Director
-----------------------------
Vaidyanathan Panchapakesan
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Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the authorized representative has duly caused this Post-Effective
Amendment to Registration Statement on Form F-6 to be signed on its behalf by
the undersigned, solely in its capacity as the duly authorized representative of
the Registrant in Piscataway, New Jersey, in the United States, on March 10,
2003.
SILVERLINE TECHNOLOGIES, INC.
as authorized representative
By: /s/ Ravi Subramanian
---------------------------
Name: Ravi Subramanian
Title: Chairman
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Index to Exhibits
Sequentially
Exhibit Numbered
Number Page
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(a)(2) Form of Amendment No. 1 to Deposit Agreement.