Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
09 Noviembre 2022 - 12:11PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on November 9, 2022
Registration
No. 333-175521
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 Depositary Shares Evidenced by American
Depositary Receipts
___________________
HDFC Bank 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)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
383 Madison Avenue, Floor 11, New York,
New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
____________________
Depositary Management
Corporation
570 Lexington Avenue,
Suite 2405
New York, New York
10022
Telephone: (212) 319-4800
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
|
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600
|
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. ☐
CALCULATION OF REGISTRATION
FEE
Title of each class of
Securities to be registered
|
Amount
to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee
|
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing three shares of HDFC Bank Limited |
n/a |
n/a |
n/a |
n/a |
| (1) | Each unit represents one American Depositary Share. |
| (2) | 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
Receipts evidencing American Depositary Shares. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus
consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included
as Exhibit A to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration
Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
Item Number and Caption |
|
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|
|
|
(1) |
Name and address of Depositary |
|
Introductory paragraph and bottom of face of American Depositary Receipt |
|
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|
(2) |
Title of American Depositary Receipts and identity of deposited securities |
|
Face of American Depositary Receipt, top center |
|
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|
|
Terms of Deposit: |
|
|
|
|
|
|
|
(i) |
Amount of deposited securities represented by one unit of American Depositary Shares |
|
Face of American Depositary Receipt, upper right corner |
|
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|
(ii) |
Procedure for voting the deposited securities |
|
Paragraph (12) |
|
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|
(iii) |
Procedure for collecting and distributing dividends |
|
Paragraphs (4), (5), (7) and (10) |
|
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|
(iv) |
Procedures for transmitting notices, reports and proxy soliciting material |
|
Paragraphs (3), (8) and (12) |
|
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|
(v) |
Sale or exercise of rights |
|
Paragraphs (4), (5) and (10) |
|
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(vi) |
Deposit or sale of securities resulting from dividends, splits or plans of reorganization |
|
Paragraphs (4), (5), (10) and (13) |
|
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|
|
|
|
(vii) |
Amendment, extension or termination of the Deposit Agreement |
|
Paragraphs (16) and (17) |
|
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|
(viii) |
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs |
|
Paragraph (3) |
|
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|
|
|
|
(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
|
Paragraphs (1), (2), (4), and (5) |
|
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|
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|
(x) |
Limitation upon the liability of the Depositary |
|
Paragraph (14) |
|
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(3) |
Fees and charges that a holder of ADRs may have to pay, either directly or indirectly |
|
Paragraph (7) |
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Item 2. AVAILABLE INFORMATION |
|
|
|
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|
Item Number and Caption |
|
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|
|
|
|
|
(a) |
Statement that HDFC Bank Limited is subject to the periodic reporting requirements of the Securities Exchange
Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports
are available for inspection and copying through the Securities and Exchange Commission’s EDGAR system or at public reference
facilities maintained by the Securities and Exchange Commission in Washington, D.C. |
|
Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form
of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement dated as
of , 2022 among HDFC Bank Limited, JPMorgan Chase Bank,
N.A., as depositary (the "Depositary"), and all holders from time to time of
American Depositary Receipts issued thereunder
(the "Deposit Agreement"), including the form of American Depositary Receipt, is
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. 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 Ziegler, Ziegler & Associates LLP, 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).. |
| (f) | Power of Attorney. Included as part of the signature pages hereto. |
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 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 American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the
Deposit Agreement, 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 November 9, 2022.
|
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
|
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By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
|
|
|
|
By: |
/s/ Timothy E. Green |
|
Name: |
Timothy E. Green |
|
Title: |
Vice President |
SIGNATURES
Pursuant to the requirements
of the Securities Act, 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, India on November 9, 2022.
|
HDFC BANK LIMITED
|
|
By |
/s/ Srinivasan Vaidyanathan |
|
|
Srinivasan Vaidyanathan |
|
|
Chief Financial Officer |
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Sashidhar Jagdishan and Srinivasan Vaidyanathan, and
each of them, his or her true and lawful attorneys-in-fact and agents, each 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 or all amendments (including post-effective amendments)
to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the 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, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this post-effective amendment to registration statement on Form F-6 has been signed by the following persons in
the capacities on November 9, 2022.
SIGNATURES
Signature
|
|
Title |
|
|
|
/s/ Sashidhar
Jagdishan |
|
Chief Executive Officer (Principal Executive Officer)
and |
Sashidhar Jagdishan |
|
Managing Director |
|
|
|
|
|
|
/s/ Srinivasan
Vaidyanathan |
|
Chief Financial Officer (Principal Financial Officer
and |
Srinivasan Vaidyanathan |
|
Principal Accounting Officer) |
|
|
|
|
|
|
/s/ Atanu
Chakraborty |
|
Non- Executive Chairperson and Independent Director |
Atanu Chakraborty |
|
|
/s/
Malay Patel |
|
Independent Director |
Malay Patel |
|
|
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|
|
/s/ Umesh
Chandra Sarangi |
|
Independent Director |
Umesh Chandra Sarangi |
|
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|
/s/ Renu
Karnad |
|
Non-Executive Director |
Renu Karnad |
|
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/s/ Sanjiv
Sachar |
|
Independent Director |
Sanjiv Sachar |
|
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/s/ Sandeep
Parekh |
|
Independent Director |
Sandeep Parekh |
|
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|
/s/ M. D.
Ranganath |
|
Independent Director |
M. D. Ranganath |
|
|
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|
/s/ Kaizad
Bharucha |
|
Executive Director |
Kaizad Bharucha |
|
|
|
|
|
/s/ Sunita
Maheshwari |
|
Independent Director |
Sunita Maheshwari |
|
|
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|
/s/ Lily
Vadera |
|
Independent Director |
Lily Vadera |
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Pursuant to the Securities
Act of 1933, as amended, the undersigned, a duly authorized representative of HDFC Bank Limited in the United States, has signed this
registration statement or amendment in the City of New York, State of New York, on November 9, 2022.
|
Depositary Management Corporation |
|
(Authorized U.S. Representative) |
|
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By: |
/s/ George Boychuk |
|
Name: |
George Boychuk |
|
Title: |
Managing
Director |
INDEX TO EXHIBITS
Exhibit
Number
|
|
|
|
|
(a) |
Form of Second Amended and Restated Deposit Agreement |
|
|
|
|
(e) |
Rule 466 Certification |
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