Securities Exchange Act of 1934
Rule 14e-1(a)

January 29, 2016

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via Facsimile & U.S. Mail

Alex Cohen
Latham & Watkins LLP
555 Eleventh Street, N.W.
Washington, D.C. 20004-1304

Dear Mr. Cohen:

We are responding to your letter dated January 29, 2016, addressed to Michele M. Anderson and Christina E. Chalk, as supplemented by telephone conversations with us, in regard to the Company’s exemptive request. To avoid having to recite or summarize the facts set forth in your January 29, 2016 letter, we include a copy of your letter with this response, as well as a copy of the accompanying letter from Indian counsel Cyril Amarchand Mangaldas. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in the Company’s January 29, 2016 letter.

On the basis of the representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from Rule 14e-1(a) under the Securities Exchange Act of 1934. The exemption from Rule 14e-1(a) is granted to permit the Company to make a tender offer that will be open for only 10 Indian working days (as defined in your letter). In granting this relief, we note your representations that:

• Indian regulations, and specifically the Indian Companies Act, 2013 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations 1998, were amended in 2012 to specifically mandate a fixed 10-working day tender offer period for issuer tender offers. Under Indian law, this period cannot be reduced or increased;
  
• Indian rules require the offer to be made on the same terms to all shareholders and do not permit the offer to US persons to be open for a longer period than the offer to Indian shareholders;
  
• The Company sought an exemption to extend the tender offer beyond the mandated fixed 10-working day period. The SEBI denied this request;
  
• On October 14, 2015, the Company disseminated information materials about the issuer tender offer to all Company shareholders when it sought required approval from them to conduct the offer. Company shareholders approved the offer on November 21, 2015;
• The offer materials approved by the SEBI will be disseminated to all Company shareholders within five days of clearance by SEBI, as mandated by applicable Indian tender offer regulations. The tender offer will commence on the fifth working day from the date the offer materials are disseminated. Therefore, 15 working days (approximately 19 calendar days) will elapse from the date the offer materials are first disseminated to shareholders;
  
• In accordance with Indian rules, the offer materials will be e-mailed to shareholders who have opted to receive electronic communications from the Company. All other shareholders in the U.S. will receive the offer materials via courier service. For those who receive the offer materials via courier, delivery is expected within four days of dispatch of the materials;
  
• On the date the offer materials are disseminated, the Company will publish a notice in the U.S. national edition of the Wall Street Journal;
  
• This is an issuer tender offer and not a change in control transaction. This is a partial offer for only 1.5% of the Company’s outstanding shares;
  
• Except for the exemptive relief granted herein, the offer will comply with all applicable Exchange Act rules.   

The foregoing exemption is based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff.  This relief is strictly limited to the application of the rules listed above to the offer. The Company should discontinue the offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.  In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the Company. The Division of Corporation Finance expresses no view with respect to any other questions that the offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the offer.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2016/just-dial-limited-012916-14e1a.htm