As filed with the Securities and Exchange Commission on January 11, 2013
Registration No. 333-129788
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
iGATE COMPUTER SYSTEMS LIMITED
(Formerly known as Patni Computer Systems Limited)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
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, New York, 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:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York, 10271
(212) 238-3010
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. [ ]
EXPLANATORY NOTE
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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and CaptionFiled Herewith as Prospectus
1. Name and address of depositary Introductory Article
2. Title of American Depositary Receipts and identity of Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy Articles number 11, 15, 16 and 18
soliciting material
(v) The sale or exercise of rights Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization and 18
(vii) Amendment, extension or termination of the Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities 22
(x) Limitation upon the liability of the depositary Articles number 13, 18, 19 and 21
3. Fees and Charges Articles number 7 and 8
Item – 2.Available Information
Public reports furnished by issuer Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Deposit Agreement dated as of December 7, 2005, among Patni Computer Systems Limited, The Bank of New York, as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. -- Filed previously. |
| b. | Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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. -- See (a) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously. |
| 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 an ADR 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 11, 2013.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares of iGATE Computer Systems Limited.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Robert W. Goad
Name: Robert W. Goad
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, iGATE Computer Systems Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Mumbai, India, on January 11, 2013.
iGATE Computer Systems Limited
By:/s/ Mukund Srinath
Name: Mukund Srinath
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on January 11, 2013.
/s/ Phaneesh Murthy Principal executive officer
Phaneesh Murthy
/s/ Ananth Nayak Principal financial and accounting officer
Ananth Nayak
/s/ Phaneesh Murthy Director
Phaneesh Murthy
/s/ Sujit Sircar Director
Sujit Sircar
/s/ Mukund Srinath Director
Mukund Srinath
/s/ Phaneesh Murthy Authorized Representative in the United States
Phaneesh Murthy
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
| 5 | Certificate under Rule 466. | |