Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on September 9, 2015
 
Registration No.  333- 175521
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST-EFFECTIVE AMENDMENT 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)

4 New York Plaza, Floor 12 , New York, NY, 10004
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
x 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
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 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
       
(2)
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
       
 
Terms of Deposit:
    
         
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
         
 
(ii)
Procedure for voting, if any, the deposited securities
  
Paragraph (12)
         
 
(iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
         
 
(iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
         
 
(v)
Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
         
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (13)
         
 
(vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (16) and (17)
 
 
(viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
  
Paragraph (3)
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4), and (5)
         
 
(x)
Limitation upon the liability of the Depositary
  
Paragraph (14)
         
(3)
Fees and Charges
  
Paragraph (7)
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION
 
Item Number and Caption
  
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
         
(b)
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 can be inspected by holders of American Depositary Receipts and copied 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  Amended and Restated Deposit Agreement dated as of           , 2015 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 September 9, 2015.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
  
     
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
 
By:
/s/ Gregory A. Levendis  
  Name:   Gregory A. Levendis  
  Title: Executive Director  
       
 
 
 
 
 
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mumbai , India on September 9, 2015.
 
 
HDFC BANK LIMITED,
   
 
By
   
/s/ Aditya Puri
   
Aditya Puri
   
Managing Director
   
(Principal Executive Officer)
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aditya Puri as his or her true and lawful attorney-in-fact and agent, with full powers 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) to this registration statement, 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 registration statement has been signed by the following persons in the capacities and on the date indicated.
 
Signature
  
Title
 
Date
         
/s/ Adiya Puri  
  
Managing Director
(Principal Executive Officer)
 
September 9, 2015
Aditya Puri
       
         
/s/ Sashidhar Jagdishan
  
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
 
September 9, 2015
Sashidhar Jagdishan
       
         
/s/ Paresh Sukthankar 
  
Deputy Managing Director
 
September 9, 2015
Paresh Sukthankar
       
         
/s/ Anami Roy
 
Non-executive Director
 
September 9, 2015
Anami Roy
       
         
/s/ Bobby Parikh
 
Non-executive Director
 
September 9, 2015
Bobby Parikh
       
 
 
 
 
 
         
/s/ Malay Patal 
 
Non-executive Director
 
September 9, 2015
Malay Patal
       
         
/s/ Partho Datta 
  
Non-executive Director
 
September 9, 2015
Partho Datta
       
         
/s/ Renu Karnad 
  
Non-executive Director
 
September 9, 2015
Renu Karnad
       
         
/s/ Keki Mistry 
 
Non-executive Director
 
September 9, 2015
Keki Mistry
       
         
/s/ Kaizad Bharucha 
 
Executive Director
 
September 9, 2015
Kaizad Bharucha
       
         
/s/ Shyamala Gopinath 
 
Chairperson
 
September 9, 2015
Shyamala Gopinath
       
 
 
 
 
 
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 September 9, 2015.
 
  DEPOSITARY MANAGEMENT CORPORATION (Authorized U.S. Representative)
   
  By: /s/ George Boychuk
 
Name: George Boychuk
Title:   Managing Director
 
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit
Number
  
   
(a)
Form of Amended and Restated Deposit Agreement
   
(e)
Rule 466 Certification