-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PK6DPBioAkgAYI8s9yL9ts3wc5rhwjX2OEVKIWZv16Iv2+uRqlUx8+YXjnkuRJ9p MDraAaL61avZNu3l9LgkcQ== 0001341004-05-000222.txt : 20051109 0001341004-05-000222.hdr.sgml : 20051109 20051109113538 ACCESSION NUMBER: 0001341004-05-000222 CONFORMED SUBMISSION TYPE: F-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDIFF COM INDIA LTD CENTRAL INDEX KEY: 0001103783 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: F-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129581 FILM NUMBER: 051188472 BUSINESS ADDRESS: STREET 1: MAHALAXMI ENGINEERING ESTATE, 1ST FLOOR STREET 2: BEHIND KHILANI COLLEGE CITY: MUMBAI STATE: K7 ZIP: 00000 BUSINESS PHONE: 0119122444 MAIL ADDRESS: STREET 1: MAHALAXMI ENGINEERING ESTATE, 1ST FLOOR CITY: BEHIND KHILANI COLLE STATE: K7 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: REDIFF COMMUNICATION LTD DATE OF NAME CHANGE: 20000119 F-3 1 hk125988.txt PURSUANT RULE 462(B) REG STATEMT OF '33 ACT As filed with the Securities and Exchange Commission on November 9, 2005 Registration No. 333-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REDIFF.COM INDIA LIMITED (Exact name of registrant as specified in its charter)
Republic of India 7370 N.A. (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.)
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Mahalaxmi Engineering Estate CT Corporation System 1st Floor, L.J. First Cross Road 818 West 7th Street Mahim (West), Mumbai 400 016 Los Angeles, CA 90017 91 (22) 2444-9144 1 (213) 627-8252 (Address and Telephone Number of Registrant's (Name, Address and Telephone Number Principal Executive Offices) of Agent for Service)
Copy of all communications, including communications sent to the agent for service, to: Jonathan B. Stone, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 (212) 735-3000 ---------------------------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration statement. If the only securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. |X| If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-122536 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| ----------------------------------------
CALCULATION OF REGISTRATION FEE ================================================ ================ ======================== ======================= =============== Amount to Proposed Maximum Proposed Maximum Amount of Title of Each Class of be Offering Price Per Aggregate Registration Securities to be Registered(1) Registered(2) Security(2) Offering Price((3)) Fee - ------------------------------------------------ ---------------- ------------------------ ----------------------- --------------- Equity Shares of Rediff.com India Limited, par value of Rs. 5 per equity share (4)........... -- -- $8,000,000 $941.60 - ------------------------------------------------ ---------------- ------------------------ ----------------------- --------------- Total......................................... -- -- $8,000,000 $941.60(5) ================================================ ================ ======================== ======================= ===============
(1) This Registration Statement relates to Registration Statement on Form F-3 (Registration No. 333-122536) of Rediff.com India Limited ("Rediff") filed with the Securities and Exchange Commission on February 4, 2005, pursuant to which Rediff registered an indeterminate number of equity shares and other securities with a maximum aggregate offering price of $40,000,000 (the "Prior Registration Statement"), and is being filed to register additional equity shares pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"). (2) Pursuant to Rule 457(o) under the Securities Act, which permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed, the table does not specify the amount to be registered or the proposed maximum offering price per security. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act. As of the date of this Registration Statement, the maximum aggregate offering price of securities which remain to be issued pursuant to the Prior Registration Statement is $40,000,000. The maximum aggregate offering price of the additional equity shares being registered hereby pursuant to Rule 462(b) under the Securities Act is $8,000,000, which represents 20% of the maximum aggregate offering price of securities remaining on the Prior Registration Statement. (4) American Depositary Shares ("ADSs") evidenced by American Depositary Receipts issuable on deposit of the equity shares registered hereby have been registered under a separate statement on Form F-6. Each ADS will represent one-half of one equity share, par value of Rs 5 per equity share. (5) In connection with the Prior Registration Statement, a registration fee of $4,708 was paid in respect of the $40,000,000 proposed maximum offering price per security thereunder. Remitted herewith is $941.60, representing the registration fee for the $8,000,000 of securities registered under this Registration Statement. This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act. ================================================================================ EXPLANATORY NOTE This Registration Statement relates to the Registration Statement on Form F-3 (Registration No. 333-122536) of Rediff.com India Limited ("Rediff") filed with the Securities and Exchange Commission (the "Commission") on February 4, 2005 and declared effective by the Commission on September 30, 2005 (the "Prior Registration Statement"). This Registration Statement is being filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into, and shall be deemed to be a part of, this Registration Statement. Pursuant to General Instruction IV to Form F-3, this Registration Statement includes the facing page, this explanatory note, the signature page, an exhibit index and the required opinions and consents. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on November 9, 2005. Rediff.com India Limited By: /s/ Ajit Balakrishnan -------------------------------------------- Name: Ajit Balakrishnan Title: Chairman of the Board of Directors / Managing Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date /s/ Ajit Balakrishnan - -------------------------------------- Chairman of the Board of Directors and November 9, 2005 Ajit Balakrishnan Managing Director (Principal Executive Officer) * Director November 9, 2005 - ---------------------------------- Diwan Arun Nanda * Director November 9, 2005 - ---------------------------------- Sunil N. Phatarphekar * Director November 9, 2005 - ---------------------------------- Pulak Prasad * Director November 9, 2005 - ---------------------------------- Ashok Narasimhan * Director November 9, 2005 - ---------------------------------- Sridar Iyenger * Chief Financial Officer (Principal November 9, 2005 - ---------------------------------- Financial Officer and Principal Joy Basu Accounting Officer) * Authorized Representative in the November 9, 2005 - ---------------------------------- United States Rajeev Bhambri * By: /s/ Ajit Balakrishnan --------------------- Name: Ajit Balakrishnan Title: Chairman of the Board of Directors / Managing Director * Ajit Balakrishnan, by signing his name hereto, does sign this document on behalf of the persons indicated above pursuant to a power of attorney duly executed by such persons and filed with the Commission.
EXHIBIT INDEX Exhibit No. Description ------- ----------- 5.1 Opinion of J. Sagar Associates 23.1 Consent of Deloitte Haskins & Sells 23.2 Consent of Ernst & Young LLP 23.3 Consent of J. Sagar Associates (included in the opinion filed as Exhibit 5.1) 24.1 Powers of Attorney (filed as Exhibit 24.1 to the Registrant's Registration Statement on Form F-3 (File No. 333-122536) and incorporated herein by reference). EX-5 2 rediff_opinion.txt EXHIBIT 5.1 - OPINION LETTER Exhibit 5.1 ----------- jsa J. SAGAR ASSOCIATES ______________________ advocates & solicitors November 9, 2005 Rediff.com India Limited Mahalaxmi Engineering Estate 1st Floor, L.J. First Cross Road Mahim (West), Mumbai 400 016 Attn.: Mr. Joy Basu -------------------- Dear Sir, 1. We have acted as your domestic legal counsel in connection with the registration, offering and sale under the Securities Act of 1933, as amended. of equity shares, par value Rs.5 per share (the "Shares") of Rediff.com India Limited, a company with limited liability incorporated in the Republic of India (the "Company"). One-half of each Share being so registered will be represented by one American Depositary Shares. 2 In rendering our opinion on the matters hereinafter set forth, we have examined originals, or copies certified or otherwise identified to my satisfaction, of the registration statement on Form F-3 (the "Registration Statement"} filed by you with the United States Securities and Exchange Commission on the date hereof for the purpose of registering the Shares as well as such corporate records and such other documents, as we have deemed relevant as a basis for our opinion hereinafter expressed. As your counsel, we have also examined, under Indian law, the proceedings proposed to be taken in connection with such offering and sale of the Shares. 3. In such examination, we have assumed the authenticity of all original documents submitted to us, the conformity to original documents of all documents submitted to us as certified, conformed or photographic copies, genuineness of all signatures, the due authenticity of all persons executing such documents and the due execution and delivery on such documents. As to certificates and information given by public officials, have assumed the same to be properly given and to be accurate. As to various questions of fact material to our opinion as they relate to the Company. we have also assumed the truth of all facts communicated to us by the Company's officers. 4. Based on the foregoing and strictly limited to Indian law, we are of the opinion that the Shares have been duly and validly authorized for issuance and, when fully paid for and issued, will be legally issued and fully paid. 5. We consent to the reference to our firm under the captions "Validity of the Securities" and "Enforcement of Civil Liabilities" in the prospectus included as a part of the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. Yours sincerely, For J. Sagar Associates, /s/ Somaskehar Managing Partner EX-23 3 consentx23-1.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement of Rediff.com India Limited, to be filed on or around November 9, 2005 on Form F-3, of our report dated June 29, 2005, relating to the consolidated financial statements and financial statement schedules of Rediff.com India Limited and subsidiaries as of March 31, 2005 and 2004 and for each of the three years in the period ended March 31, 2005, appearing in the Annual Report on Form 20-F of Rediff.com India Limited and subsidiaries for the year ended March 31, 2005. DELOITTE HASKINS & SELLS /s/ Deloitte Haskins & Sells - ----------------------------- Mumbai, India November 8, 2005 EX-23 4 consentx23_2.txt EXHIBIT 23.2 - CONSENT Exhibit 23.2 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference into this Registration Statement on Form F-3 of our report dated April 21, 2003 with respect to the March 31, 2003 consolidated financial statements of Rediff Holdings, Inc. and Subsidiaries included in the Annual Report on Form 20-F of Rediff.com India Limited for the year ended March 31, 2005, filed with the Securities and Exchange Commission on June 30, 2005. /s/ Ernst & Young LLP New York, New York November 9, 2005 -----END PRIVACY-ENHANCED MESSAGE-----