[LATHAN & WATKINS LLP LETTERHEAD]
January 12, 2005
CONFIDENTIAL
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Barbara C. Jacobs, Assistant Director
Office of Computers and Online Services
Re: Sify Limited
Registration Statement on Form F-3, filed December 7,
2004 File No. 333-121047
Form 20-F for Fiscal Year Ended March 31, 2004
File No. 0-27663
Ladies and Gentlemen:
On behalf of Sify Limited (the "Company" or "Sify"), we confirm receipt of
the letter dated January 6, 2005 from the staff (the "Staff") of the Securities
and Exchange Commission (the "Commission") relating to the Company's
Registration Statement on Form F-3 referenced above (the "Registration
Statement") and Form 20-F for the Company's fiscal year ended March 31, 2004
(the "20-F").
The Company's responses are as follows. These responses are provided under
the same captions as contained in the Staff's January 6, 2005 letter.
General
1. IT APPEARS THAT YOU WILL NEED TO FILE A FORM F-6 IN ORDER TO REGISTER
THE UNDERLYING ADSS. PLEASE ADVISE US AS TO THE TIMING OF THIS DOCUMENT.
The Company supplementally advises the Staff that it filed a registration
statement on Form F-6 on October 7, 1999 (Registration No. 333-10982), as
amended on January 5, 2000 and on September 23, 2002, registering 100,000,000
American Depositary Shares ("ADSs"), each representing one equity share, par
value Rs.10 per equity share of Sify. As of November 30, 2004, the Company had
35,371,436 equity shares outstanding. Accordingly, the Company believes that the
100,000,000 ADSs registered under its effective Form F-6 are sufficient to cover
the 4,538,200 equity shares to be offered for resale pursuant to the
Registration Statement.
JANUARY 12, 2005
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LATHAM & WATKINS LLP
Form 20-F for fiscal year ended March 31, 2004
2. WE NOTE YOUR DISCLOSURE STATING THAT MANAGEMENT EVALUATED THE
EFFECTIVENESS OF THE ISSUER'S DISCLOSURE CONTROLS AND PROCEDURES "AS OF A DATE
WITHIN 90 DAYS OF THE FILING DATE OF THIS ANNUAL REPORT ON FORM 20-F...." PLEASE
NOTE THAT ALTHOUGH RULE 13A-15(B) PERMITS THE EVALUATION OF CONTROLS AND
PROCEDURES TO OCCUR WITHIN THE 90-DAY PERIOD PRIOR TO THE FILING DATE OF EACH
REPORT REQUIRING CERTIFICATION, ITEM 15(A) ON FORM 20-F STATES THAT CONCLUSIONS
AS TO EFFECTIVENESS MUST BE "AS OF THE END OF THE PERIOD COVERED BY THE REPORT."
IN THIS REGARD, PLEASE ADVISE WHETHER MANAGEMENT'S EVALUATION DATE WAS IN FACT
AS OF THE END OF THE PERIOD COVERED BY YOUR FORM 20-F, OR WHETHER AN ALTERNATIVE
EVALUATION DATE WAS CHOSEN. ADDITIONALLY, PLEASE CONFIRM THAT YOU WILL PRESENT
YOUR DISCLOSURE IN FUTURE FILINGS TO CONFORM TO THE REQUIREMENTS OF ITEM 15 OF
FORM 20-F.
The Company supplementally confirms that management's conclusions regarding
the effectiveness of its disclosure controls and procedures were as of March 31,
2004, the end of the period covered by the 20-F. The Company confirms that its
future filings on Form 20-F will conform to the requirements of Item 15 of Form
20-F.
3. SIMILARLY, RULE 13A-15(D) REQUIRES DISCLOSURE OF ANY CHANGE IN
INTERNAL CONTROL OVER FINANCIAL REPORTING THAT OCCURRED DURING "EACH OF THE
ISSUER'S FISCAL QUARTERS, OR FISCAL YEAR IN THE CASE OF A FOREIGN PRIVATE
ISSUER" RATHER THAN "SUBSEQUENT TO THE DATE OF THEIR EVALUATION." THEREFORE,
CONSISTENT WITH RULE 13A-15(D), PLEASE ADVISE US WHETHER THERE WERE ANY CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING DURING THE FISCAL YEAR COVERED IN
YOUR FORM 20-F. ADDITIONALLY, PLEASE CONFIRM THAT YOU WILL PRESENT YOUR
DISCLOSURE IN FUTURE FILINGS TO CONFORM TO THE REQUIREMENTS OF RULE 13A-15(D).
The Company supplementally advises the Staff that there were no changes in
internal control over financial reporting during the fiscal year ended March 31,
2004, the period covered by the 20-F. Additionally, the Company confirms that
its future filings will conform to the requirements of Rule 13a-15(d).
4. FINALLY, WE NOTE YOUR DISCLOSURE STATING THAT THERE WERE NO
"SIGNIFICANT CHANGES IN INTERNAL CONTROLS OR IN OTHER FACTORS THAT COULD
SIGNIFICANTLY AFFECT INTERNAL CONTROLS SUBSEQUENT TO THE DATE OF THEIR
EVALUATION." PLEASE NOTE THAT WITH RESPECT TO A FOREIGN PRIVATE ISSUER, RULE
13A-15(D) REQUIRES DISCLOSURE OF ANY CHANGE IN THE REGISTRANT'S INTERNAL CONTROL
OVER FINANCIAL REPORTING THAT OCCURRED DURING THE REGISTRANT'S LAST FISCAL YEAR
THAT HAS MATERIALLY AFFECTED, OR IS REASONABLY LIKELY TO MATERIALLY AFFECT, THE
REGISTRANT'S INTERNAL CONTROL OVER FINANCIAL REPORTING. THEREFORE, CONSISTENT
WITH RULE 13A-15(D), PLEASE ADVISE US WHETHER THE REGISTRANT EXPERIENCED ANY
CHANGE IN THEIR INTERNAL CONTROL OVER FINANCIAL REPORTING THAT HAS MATERIALLY
AFFECTED, OR IS REASONABLY LIKELY TO MATERIALLY AFFECT, THE REGISTRANT'S
INTERNAL CONTROL OVER THE YEAR COVERED BY THE FORM 20-F. ADDITIONALLY, PLEASE
CONFIRM THAT YOU WILL PRESENT YOUR DISCLOSURE IN FUTURE FILINGS TO CONFORM TO
THE REQUIREMENTS OF RULE 13A-15(D).
JANUARY 12, 2005
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LATHAM & WATKINS LLP
The Company supplementally advises the Staff that there were no changes in
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, its internal control over financial
reporting during the fiscal year ended March 31, 2004, the period covered by the
20-F. Additionally, the Company confirms that its future filings will conform to
the requirements of Rule 13a-15(d).
The Company appreciates the Staff's efforts in assisting the Company in its
compliance with applicable disclosure requirements and in its efforts to have
the Registration Statement declared effective as soon as possible. Should the
Staff have any questions regarding these responses or require further
information, please contact the undersigned at (650) 463-2643 or William
Davisson of this firm at (650) 463-2660.
Very truly yours,
/s/ Anthony J. Richmond
-----------------------
Anthony J. Richmond
of LATHAM & WATKINS LLP
cc: Robert Bell, Esq. - SEC
Sify Limited