SECURITIES AND EXCHANGE COMMISSION

a1D ~%

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~*~*~

DIVISION OF

CORPORATION FINANCE

April 7, 2017

Response of the Office of Mergers and Acquisitions

Division of Corporation Finance

Michael O. Wolfson

Simpson Thacher &Bartlett LLP

CityPoint

One Ropemaker Street

London EC2Y 9HU

Re:

Issuer Tender Offer for Shares of Mphasis Limited

Dear Mr. Wolfson:

We are responding to your letter dated April 7,2017, addressed to Ted Yu and Christina

Chalk, as supplemented by telephone conversations with the staff and your supporting letter from

Indian counsel ofthe same date, with regard to your request for exemptive and no-action relief.

To avoid having to recite or summarize the facts set forth in your letter, we include a copy of

your letter with this response, as well as a copy of the accompanying letter from Indian counsel,

Shardul Amarchand Mangaldas & Co. Unless otherwise noted, capitalized terms in this response

letter have the same meaning as in your letter dated April 7, 2017.

On the basis of the representations and the facts presented in your letter, the Division of

Corporation Finance, acting for the Commission pursuant to delegated authority, by separate

order is granting an exemption from Rule 14e-1(a) under the Exchange Act. The exemption

from Rule 14e-1(a) is granted to permit the Company to make an issuer tender offer that will be

open for only 10 Working Days. In granting this relief, we note your representations that:

• Indian law specifically mandates a fixed 10-Working Day tender offer period for

issuer tender offers. Under Indian law,this period cannot be reduced or

increased;

• Indian law requires the Issuer Tender Offer to be made to all shareholders,

including those in the United States, and requires it to be made to all shareholders

on the same terms. Indian law does not permit the Issuer Tender Offer to be open

for a longer period for U.S. persons than for any other shareholders;

• The Buy Back Regulations do not grant powers to SEBI to grant any exemptions

to extend the Issuer Tender Offer beyond the mandated fixed 10-Working Day

Michael O. Wolfson,Esq.

Simpson Thacher &Bartlett LLP

April 7, 2017

Page 2

period and there is no legal process in place that would enable or empower SEBI

to grant, reject, or react to an application for an exemption not contemplated by

the Buy Back Regulations;

• On February 8, 2017,the Company disseminated informational materials about

the Issuer Tender Offer to all Company shareholders when it sought required

shareholder approval to conduct the Issuer Tender Offer. These materials

included information about the Issuer Tender Offer, including the maximum

number of Shares to be repurchased,the maximum price at which those Shares

would be repurchased, as well as the objectives of the Issuer Tender Offer.

Company shareholders approved the Issuer Tender Offer on March 13,2017;

The Letter of Offer for the Issuer Tender Offer approved by the SEBI will be

disseminated to all Company shareholders within five Working Days of clearance

by SEBI, as mandated by applicable Indian tender offer regulations. The Issuer'

Tender Offer will commence no earlier than the fifth Working Day from the date

the Letter of Offer is disseminated. Therefore, at least 15 Working Days

(approximately 17 U.S. business days) will elapse from the date the Letter of

Offer is first disseminated to shareholders and the closure ofthe Issuer Tender

Offer;

In accordance with Indian law, the Letter of Offer will be e-mailed to

shareholders who have registered their e-mail addresses and opted to receive

electronic communications from the Company,including those in the United

States. All other shareholders in the United States will receive the Letter of Offer

by expedited commercial courier. For those who receive the Letter of Offer via

courier, delivery is expected within four days from the date of dispatch;

• On the date the Letter of Offer is dispatched to the shareholders, the Company

will publish a legal notice in the U.S. national edition ofthe Wall Street Journal;

• This is an issuer tender offer for up to 8.26% ofthe Company's outstanding

Shares and not a change in control transaction; and

• Except for the exemptive and no-action relief granted herein, the Issuer Tender

Offer will comply with all applicable Exchange Act rules.

Further, the staff ofthe Division of Corporation Finance will not recommend

enforcement action pursuant to Rule 14e-1(c) under the Exchange Act if payment for the

tendered Shares is made in accordance with Indian law and practice, as described in your letter.

In this regard, the Company will pay for the tendered Shares as promptly as practicable, and in

any case within 7 Working Days after the expiration ofthe offering period, as required by the

Buy Back Regulations applicable to issuer tender offers such as this one.

Michael O. Wolfson, Esq.

Simpson Thacher &Bartlett LLP

April 7,2017

Page 3

The foregoing exemptive and no-action relief is based solely on the representations and

the facts presented in your letter dated Apri17, 2017 and does not represent a legal conclusion

with respect to the applicability ofthe statutory or regulatory provisions ofthe federal securities

laws. The relief is strictly limited to the application ofthe rules listed above to the Issuer Tender

Offer. The Company should discontinue the Issuer Tender Offer pending further consultations

with the staff if any ofthe 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 ofthe purposes ofthe Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions ofthe

federal securities laws, including Sections 9(a), 10(b) and 14(e) ofthe Exchange Act and Rules

lOb-5 and 14e-3 thereunder. Responsibility for compliance with these and any other applicable

provisions ofthe federal securities laws rests with the participants in the Issuer Tender Offer.

The Division of Corporation Finance expresses no view with respect to any other questions that

the Issuer Tender Offer may raise, including, but not limited to, the adequacy ofthe disclosure

concerning, and the applicability of any other federal or state laws to, the Issuer Tender Offer.

Sincerely,

~ ~-~ ~u

Ted Yu

Chief, Office of Mergers and Acquisitions

Division of Corporation Finance

UNITED STATES OF AMERICA

BEFORE THE

EXCHANGE COMMISSION

AND

SECURITIES

Apri17, 2017

In the Matter of Mphasis Limited

ORDER GRANTING AN EXEMPTION

FROM EXCHANGE ACT RULE 14E-1(A)

Mphasis Limited submitted a letter dated April 7,2017 requesting that the Securities and

Exchange Commission("Commission")grant an exemption from Exchange Act Rule 14e-1(a)for

the transaction described in its letter("Request").

Based on the representations and the facts presented in the Request, and subject to the terms

and conditions described in the letter from the Division of Corporation Finance dated April 7,2017,

it is ORDERED that the request for an exemption from Exchange Act Rule 14e-1(a)is hereby

granted.

For the Commission, by the Division of Corporation Finance, pursuant to delegated

authority.

Brent J. Fields

Secretary

Action as set forth or recommended herein APPROVED

pursuant to authority delegated by the Commission under

Public Law 87-592.

For: Division of Corporation Finance

By: - d

Date:

~

20

Simpson Thacher &Bartlett LLP

9Z5 LEXINC TON AV ONUS

NEW YOA K~ NY IOOIT—S9S~S

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E-mail Address

MWOLtSON~STELAW,COM

Direct Dial Number

212-445-2945

Securities Exchange Act of 1934

Rules 14e-1(a) and 14e-1(c)

April 7, 2017

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E,

Washington, D.C. 20549

United States of America

Attn: Ted Yu, Chief, Office of Mergers and Acquisitions

Christina Chalk, Senior Special Counsel, Office of Mergers and Acquisitions

Re:

Issuer Tender Offer for Shares of Mphasis Limited

Ladies and Gentlemen:

We are writing on behalf of Mphasis Limited (the "Company"), a public limited

under the laws ofIndia,to request exemptive relieffrom the staff ofthe Division

organized

company

Finance

(the "Staff')ofthe Securities and Exchange Commission (the

of Corporation

"Commission")and to confirm that the Sta£f will not recommend that the Commission take

enforcement action in respect of certain rules under the Securities Exchange Act of 1934, as

amended (the "Exchange Act"). The exemptive relief requested will pernnit the Company's

proposed buyback offer for cash (the "Issuer Tender Offer")to remain open for a fixed period of 10

Working Days(as defined below)and be made on equal terms to al( shareholders ofthe Company in

compliance with Section 68(5)(a} ofthe Indian Companies Act, 2013 (the "Companies AcY')and

Regulations 4(1)(a) and 9(4)ofthe Securities and Exchange Board ofIndia(Buy Back of Securities)

Regulations, 1998(the `Buy Back Regulations").'

The Issuer Tender Offer concerns the proposed repurchase by the Company of up to

8.26% of its fully paid outstanding equity shares(the "Shares")as on December 31,2016. The

Issuer Tender Offer will not result in a change ofcontrol or other corporate transformation ofthe

Company. The Shares repurchased will be extinguished by the Company.

The statements in this letter as to matters ofIndian law have been made on the basis ofadvice provided by Shardul

Amarchand Mangaldas & Co,an Indian law firm.

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-2In accordance with Sections 68(2)(b),68(3)and 68(5)(a)read with Sections 101 and

102 ofthe Companies Act, as well as Regulations 7, 8(I), 9(2), 9(3}and 9(4) ofthe Buy Back

Regulations,the Company respectfully submits that all holders ofthe Shares(as ofthe record date

notified by the Company), including those in the U.S., have been, and will be, provided with

information about the Issuer Tender Offer in advance ofthe 10 Working Day period (a "Working

Day" means any day that the Securities and Exchange Board ofIndia("SEBI")is open for business,

which is Monday through Friday except designated Indian public holidays)during which the offer

will be open pursuant to the Buy Back Regulations. On January 31,2017 the Company's board of

directors' approved the Issuer Tender Offer by its resolution dated January 31,2017(the "Board

Resolution") and called a shareholders' meeting(by way of"postal ballot"} to approve the Issuer

Tender Offer. On February 8,2017 the Company disseminated the "postal ballot notice" concerning

the Issuer Tender Offer(the "Postal Ballot Notice")to all holders ofthe Shares, including the

holders ofthe Shares in the U.S., to seek the requisite shareholder approval ofthe Issuer Tender

Offer. The Postal Ballot Notice contained the proposed resolution to be passed by the shareholders

ofthe Company to approve the Issuer Tender Offer(the "Shareholder Resolution"), and an

explanatory statement noting, among other things, the objective ofthe Issuer Tender Offer, the

maximum number of Shares that the Company proposes to buyback, and the maximum price at

which such Shares are proposed to be bought back by the Company. The following matters have

been made publicly available on the websites ofSEBI or the National Stock Exchange ofIndia

Limited (the "NSE")and the BSE Limited (the "BSE";and together with the NSE,the "Indian

Stock Exchanges"):(i)the Board Resolution dated January 31,2017;(ii)the Postal Ballot Notice

issued to the shareholders ofthe Company(including the holders of Shares in the U.S.)on February

8, 2017, containing inter alia the Shareholder Resolution;(iii) the shareholders' approval ofthe

Issuer Tender Offer on March 13, 2017;(iv)the Company's public announcement ofthe Issuer

Tender Offer on March 15,2017(the "Public Announcement"); and(v)the draft letter of offer for

the Issuer Tender Offer submitted to SEBI on March 22,2017(the "Draft Letter of Offer"). The

Issuer Tender Offer has also been the subject ofcoverage by various news agencies, including

Bloomberg and Reuters and newspapers in India. The Board Resolution and the Postal Ballot Notice

(along with the Shareholder Resolution)each stated and the Public Announcement and the Draft

Letter of Offer each confirmed that the Issuer Tender Offer will be for up to 17,370,078 Shares at a

price not exceeding Rs. 635 per Share,2 as approved by the board of directors ofthe Company.

The Company expects to dispatch the letter of offer(the "Letter of Offer")to all

holders of Shares within 5 Working Days from the date ofreceipt offinal comments from SEBI on

the Draft Letter of Offer. As per the estimated timeline,the dispatch ofthe Letter of Offer is

expected to occur on Apri121, 2017, subject to receipt of approval from SEBI. The Company

confirms that the Issuer Tender Offer will open on the 5`h Working Day from the date of dispatch of

the Letter of Offer to the holders of Shares. The opening ofthe Issuer Tender Offer is expected to

occur on April 28,2017. The closure ofthe Issuer Tender Offer is expected to occur on May 15,

2017. Accordingly, between the dispatch ofthe Letter of Offer to the holders ofthe Shares and the

closure ofthe Issuer Tender Offer, a period of 15 Working Days(or approximately 17 business days

(a "business day" being as defined in Rule 14d-1(g)under the Exchange Act)) will elapse.

I.

Back~;rouncl Concerning the Company

2 The final price offered for the Shares in the Issuer "fender Offer will be set forth in the Letter of Offer and will be a fixed

price per Share.

-3The Company is a global provider of information technology and information

technology enabled services, such as application management, business process outsourcing and

infrastructure management.

The Shares are listed and traded in India on the NSE and the BSE.The Company is a

"foreign private issuer" as defined in Rule 3b-4(c) under the Exchange Act. The Company does not

have a class of securities registered under Section 12 ofthe Exchange Act.

The Company has calculated the level of U.S. ownership ofthe Company in accordance

with Instruction 2 of Rule 14d-1 under the Exchange Act("Instruction 2"). According to the

Company's shareholders lists dated as ofDecember 31,2016(the "Shareholders Lists"), the

Company had 210,384,405 Shares outstanding (which excludes 604,938 employee stock options

granted by the Connpany to its employees and 21,000 unissued bonus shares as at December 31,

2016)(the "Undiluted Share Capital").

A review ofthe individual holders listed on the Shareholders Lists reveals a total of

1,110,183 Shares held by individuals with U.S. addresses(amounting to approximately 0.53% ofthe

Undiluted Share Capital), and the Company has assumed such holders to be U.S. holders within the

meaning ofInstruction 2. The Shareholders Lists also disclose a number of institutional investors

that, while listing the Indian address oftheir respective custodians, might represent ownership ofthe

Shares by U.S. holders. An ownership analysis ofthe institutional holders of Shares to determine the

number of Shares owned by U.S. holders as of December 31,2016 has been conducted and, based on

information from the Shareholders Lists and from information available on the website of SEBI, it

was estimated that an additional 12,091,905 Shares(or 5.75% ofthe Undiluted Share Capital) were

held by U.S. holders. In addition to such U.S. holders noted above, Marble II Pte. Ltd. owns an

aggregate of 127,108,444 Shares(or 60.41% ofthe Undiluted Share Capital). Marble II Pte. Ltd. is a

private limited company incorporated under the laws of Singapore and is beneficially owned by

certain investment funds associated with The Blackstone Group L.P., a limited partnership formed

under the laws ofthe State ofDelaware, and thus may be deemed a "security holder resident in the

United States" within the meaning ofInstruction 2.

Aggregating the shareholding percentages of(i) U.S. individual holders(based on the

ownership analysis and on the assumption regarding ownership as described above)and (ii) Marble

II Pte. Ltd., we estimate that the ownership of Shares by U.S. residents determined under Instruction

2, as of December 31,2016, was an aggregate of 140,310,532 Shares(or 66.69% ofthe Undiluted

Share Capital). Accordingly, the Company is not eligible for the "Tier II" exemption under Rule

14d-1(d).

II.

Tssuer Tender Offer Aroced~~res under Indian Buv Back Regulations

Indian counsel has advised that, pursuant to Regulation 9(4)ofthe Buy Back

Regulations,the Issuer Tender Offer must remain open for public shareholders to accept and tender

for a fixed period of 10 Working Days. Regulation 9(4)ofthe Buy Back Regulations does not allow

any reduction or increase ofthe fixed 10 Working Day period.

Further, in accordance with Section 68{5)(a)ofthe Companies Act,read with

Regulation 4(1)(a)ofthe Buy Back Regulations and Regulation 4(2)(c)(i) ofthe Securities and

Exchange Board ofIndia(Listing Obligations and Disclosure Requirements) Regulation, 2015 (the

"Listing Regulations"), the Issuer Tender Offer has to be made to all shareholders ofthe Company

(as ofthe record date notified by the Company)and has to be made on equal ternns. Accordingly, the

-4Issuer Tender Offer will be structured as a single offer made worldwide, including in the United

States. In the event that the public shareholders tender a number of Shares greater than the

maximum number of shares sought(the "Maximum Offer Size"), the Company will purchase

validly tendered Shares on a pro rata basis(and the total number of Shares purchased in the Issuer

Tender Offer will no# exceed the Maximum Offer Size). There is no requirement that a minimum

number of Shares be tendered.

All purchases pursuant to the Issuer Tender Offer will be paid for in Indian rupees.

Shares, whether in physical form or book-entry form,can be tendered to the registrar to the Issuer

Tender Offer(the "Registrar"). Physically certificated Shares must be sent to the Registrar in order

to be tendered. Shares in book-entry form will need to be tendered through a separate trading

window facility provided by the Indian Stock Exchanges; the tendered Shares will be placed in a

special account created by a clearing house, and the Indian Stock Exchanges will facilitate settlement

once the Registrar reconciles the acceptances and notifies the relevant stock exchanges. Holders of

Shares must deliver appropriate documentation to the Registrar for it to validly accept the Shares

tendered under the Issuer Tender Offer. Such information primarily consists of a validly executed

and completed form of acceptance, a transaction registration slip (or, in case of physical shares, the

share certificates and share transfer forms(duly executed and stamped)), a copy ofthe PAN card

issued by the Indian inconne tax authoritees, a power of attorney, a corporate authorization (including

board resolution/specimen signature)(if applicable) and broker contract notes(in case of

unregistered owners). Foreign portfolio investors need to submit a copy ofthe registration certificate

issued by SEBI. In connection with the Issuer Tender Offer, the Registrar will examine the submitted

documentation, maintain the Registrar Escrow Account, determine the Shares to be accepted subject

to proration, if necessary, and return unaccepted Shares.

We are informed by Indian counsel that:

(1) The Issuer Tender Offer has to open within 24 Working Days of receipt of

shareholders' approval, subject to any additional time taken by SEBI for regulatory

review ofthe Draft Letter of Offer. On February 8, 2017,the Company

disseminated the Postal Ballot Notice to all shareholders, including shareholders in

the U.S.,to seek the requisite shareholder approval ofthe Issuer Tender Offer. The

Postal Ballot Notice was provided by e-mail to 21,167 shareholders who had

previously elected to receive such materials electronically and accordingly registered

their e-mail ID with the depositories, and a physical copy ofthe Postal Ballot Notice

was sent by express mail service to the remaining 7,084 shareholders. Other than to

four U.S. holders of Shares (to whom the Postal Ballot Notice was sent by express

mail service), all U.S. holders of Shares as ofthe record date for shareholder

approval ofthe Issuer Tender Offer had registered their e-mail ID with the

depositories to receive the information materials electronically. All information

materials physically sent to shareholders on behalf ofthe Company request

shareholders to update their details with the depositories in order to receive future

communications from the Company electronically. The Postal Ballot Notice is also

available on the website ofthe Company and the Indian Stock Exchanges. The

declaration ofresults of postal ballot voting in relation to the shareholder approval

was obtained on March 13, 2017.

(2) The Company is required to make a formal public announcement ofthe Issuer

Tender Offer. The Public Announcement was made on March 15,2017. The Public

Announcement is required to be published in al! editions of any one English national

-5daily, any one Hindi national daily and any one regional language daily, all with

wide circulation where the registered office ofthe Company is situated. The Public

Announcement contains details in relation to the Issuer Tender Offer including the

price per Share ofthe Issuer Tender Offer, the ma~cimum number of Shaxes sought in

the Issuer Tender Offer and that the Issuer Tender Offer will be open for 10 Working

Days. The Issuer Tender Offer has also been the subject oFcoverage by various

news agencies and newspapers, including Bloomberg and Reuters, which are

accessible in the United States.

(3) The Company is required to submit a draft letter of offer for the Issuer Tender Offer

to SEBI for review and comments by SEBI. The Draft Letter of Offer was submitted

to SEBI on March 22, 2017.3

(4) The Public Announcement and the Draft Letter of Offer are uploaded on the website

of SEBI and the Indian Stock Exchanges for the information and review ofthe

public shareholders.

(5) The Company has set March 31, 2017 as the record date for the Issuer Tender Offer

(the "Record Date"). After the issue offinal observations an the Draft Letter of

Offer by SEBI,the Company is required to incorporate those observations into the

Letter of Offer and dispatch the Letter of Offer to the public shareholders ofthe

Company holding Shares on the Record Date. The Letter of Offer is required to be

dispatched to all the public shareholders whose names appear in the register of

members ofthe Company as ofthe Record Date, not later than 5 Working Days from

the date ofreceipt of observations from SEBI on the Draft Letter of Offer. Tf there

are delays in the SEBI review process, the timeline outlined above would be

commensurately delayed.

(6) For the present instance the Company will undertake to dispatch the Letter of Offer

within 5 Working Days from the date of receipt of SEBI's observations on the Draft

Letter of Offer. While the Buy Back Regulations do not specifically regulate the

manner in which a letter of offer or materials relating to an issuer tender offer must

be dispatched to shareholders, SEBI has approved the dispatch of buyback offer

materials by e-mail(for shareholders who have registered their e-mail address for

this purpose). In the case ofthe Issuer Tender Offer,the Letter of Offer will be

dispatched to public shareholders ofthe Company as of the St'' Working Day prior to

the commencement of the Tendering Period (as defined below) by post and also by

e-mail, if shareholders have registered their e-mail addresses for service of

documents4 The Letter of Offer will therefore be dispatched by e-mail to U.S.

holders whose e-mai! addresses have been registered and are therefore available in

the Shareholders Lists. For illustrative purposes, an analysis was done which showed

that as of December 31,201 b there were 66 individual U.S. shareholders holding

Shares directly, of which only 4(or approximately 6.1%}had not provided their email addresses. Institutional shareholders holding their Shares via India-based

3 It is typical for the SEF3I comment letter (referred to in India as an "observation letter") in respect of a draft letter of offer

to require that all comments from SEBI be incorporated into the final letter of offer prior to its distribution to shareholders.

4 Such election enables the Company to use these e-mail addresses for communications with such shAreholders and that the

Company regularly does so.

~'~

custodians that were found to be U.S. shareholders in the shareholder analysis

outlined under Part I above have not provided their e-mail-addresses. The custodians

holding the Shares for such shareholders are based in India, and therefore should

obtain the Letter of Offer without undue delay, as a physical copy ofthe Letter of

Offer will also be sent to the public shareholders of the Company (including

custodians) by registered post. Any physical copies ofthe Letter of Offer to be sent

to public shareholders ofthe Company in the U.S. will also be delivered by

expedited commercial courier, with delivery expected within four days from the date

of dispatch, The Company will open the Tendering Period (as defined below)for the

Issuer Tender Offer no earlier than 5 Working Days from the date of dispatch ofthe

Letter of Offer. Therefore, between the dispatch ofthe Letter of Offer and closure of

the Tendering Period a total of at least 15 Working .Days(or approximately 17

business days) will elapse.

(7) On the date the Letter of Offer is dispatched to the shareholders, the Company

undertakes #o publish a legal notice in the U.S. national edition of The Wall Street

Journal disclosing the price per Share ofthe Issuer Tendex Offer, the maximum

number of Shares sought in the Issuer Tender Offer,the 10 Working Days during

which the Issuer Tender Offer will be open and that the Letter of Offer has been sent

to shareholders and is available on the official website of SEBI.

(8) In 2012, SEBI shortened the period for which an issuer tender offer must beheld

open from 15 to 30 days to a fixed period of 10 Working Days.S Now, under

Regulation 9(4) ofthe Buy Back Regulations, the Issuer Tender Offer must remain

open for public shareholders to accept and tender for a fixed period of 10 Working

Days("Tendering Period"). SEBI has not been delegated with any specific power

to grant exemptions under the Buy Back Regulations. SEBI does have the power to

issue guidance notes or circulars to remove difficulties in the interpretation or

application ofthe Buy Back Regulations under Regulation 26. The difficulties in

application ofthe Buy Back Regulations referenced in Regulation 26 are in the

context of conflicts with other applicable Indian laws and, hence, such power is not

applicable to the Issuer Tender Offer. The Buy Back Regulations do not grant any

further powers to SEBI to grant any procedural exemptions and there is no legal

process in place that would either enable or empower SEBI to grant, reject or react to

an application for an exemption not contemplated by the Buy Back Regulations.

Further, so far as we are aware, SEBI has not granted an exemption from the

Tendering Period requirement so as to permit a tender offer to be open for 20

business days in compliance with Rule-14e-1(a) under the Exchange Act when such

requests were made in the past.6 Notably, we are informed by Indian counsel that, to

their knowledge, SEBI has never granted any procedural exemptions in relation to

5 The annendment was pursuant to the Securities and Exchange Board of India(Buy-back of Securities)(Amendment)

Regulations, 2012, which came into effect from February 7, 2012.

6 Exemprive relief with respect to the Tendering Period requirement has been previously sought from SEBI and not been

granted in the following instances: letter from Just Dial Limited, a public limited company incorporated under the laws of

India, regarding an issuer tender offer for cash (avail. January 29, 2016)(the "Just Dial Letter"), letter from Marble II Pte.

Ltd., regarding an open public offer for the shares of Mphasis Limited, a public limited company incorporated under the

laws of India (avail. June 28, 2016)(the "Mphasis Letter") and letter from Sun Pharmaceutical Industries Ltd., a publ)c

limited company incorporated under the laws of India, regarding an issuer tender offer for cash (avail. July 19, 2016){the

"Sun Pharmaceutical Letter").

-~any aspect ofthe buyback process as set out under the Buy Back Regulations. While

a request for such an exemption from SEBI has not been made with respect to the

Issuer Tender Offer, based on SEBI's lack oflegal authority to grant such an

exemption and the fact that SEBI has not granted such an exemption in response to

previous requests and has never granted any procedural exemptions in relation to any

aspect ofthe buyback process as set out under the Buy Back Regulations, we have

no reason to expect that SEBI would grant an exemption in connection with the

Issuer Tender Offer if one were requested.

(9) Indian counsel has advised that, as the Draft Letter of Offer has been filed with

SEBI,the Company may not withdraw the Issuer Tender Offer. The Buy Back

Regulations do not contemplate changes to the terms of an issuer tender offer during

the Tendering Period, extensions ofthe Tendering Period or, in the circumstances

applicable to the Issuer Tender Offer, exemptions to permit such changes or

extensions.

III.

Discussion of Exemptive and No-Actioi7 Relief Requested

In accordance with Section 68(5)(a)ofthe Companies Act, read with Regulation 4(1)(a)

ofthe Buy Back Regulations and Regulation 4(2)(c)(i)ofthe Listing Regulations, the Issuer Tender

Offer has to be made to all shareholders ofthe Company(as ofthe record date notified by the

Company)and has to be made on equal terms. U.S. holders ofthe Shares cannot be excluded from

the Issuer Tender Offer or be offered different terms from those offered to non-U.S. holders,

including with respect to the fixed period of 10 Working Days for which the Issuer Tender Offer

must be open under the Buy Back Regulations. As the Company will be unable to exclude U.S.

residents from the Issuer Tender Offer, the Issuer Tender Offer will be subject to both the Buy Back

Regulations and the Exchange Act. Due to differences between relevant legal and regulatory

requirements and customary tender offer practices in India and the United States, we request on

behalf ofthe Company, exemptive relief and confirmation that the Staff will not recommend that the

Commission take enforcement action with respect to certain ofthe Commission's regulations as

described more fully below. Except for the Rules from which exemptive and no-action relief is being

sought, the Issuer Tender Offer will comply with the applicable Rules under the Exchange Act.

A.

Rules 14e-1(a) —Minimum Periodfor a Tender Offer

Rule 14e-1(a) under the Exchange Act provides that"... no person who makes a tender

offer shall...hold such tender offer open for less than twenty business days from the date such tender

offer is first published or sent to security holders...." Regulation 9(4)ofthe Buy Back Regulations

requires the Issuer Tender Offer to remain open for acceptance for a fixed period of 10 Working

Days, which cannot be reduced or increased. Accordingly, the Company would be prohibited under

Indian law from holding the Issuer Tender Offer open for more than X 0 Working Days. Absent

exemptive relief, the Company will face the choice of either violating the requirements ofthe Buy

Back Regulations or violating the requirements of Rule 14e-1(a).

~ The Staff has previously granted cxemptive relieffrom Rule 14e-1(a) under the F.,xchange Act in a tender offer for an

Indian company. See letter from Tech Mahindra Limited regarding an open public offer for the shares of Satyam Computer

Services Limited, a public limited company organized under the laws ofIndia(avail. April 28, 2009), letter from Pan-Asia

iGATE Solutions regarding an open public offer for the shares ofPatni Computer Services Limited, a public limited

company organized under the laws ofIndia (avail. February 9,201 I)(the "Patni Letter"), the Just Dial [~etter, the Mphasis

Letter and the Sun Pharmaceutical Letter.

-8We respectfully submit that the purpose of requiring a minimum period of20 business

days under Rule 14e-1(a) is not implicated in this situation but rather is adequately addressed by the

Buy Back Regulations' requirements. Specifically, in accordance with the Buy Back Regulations,the

Company must make the Public Announcement, a Draft Letter of Offer must be submitted to SEBI

for review and comment and all the observations of SEBI must be incorporated into the final Letter

of Offer before the Letter of Offer can be dispatched to the public shareholders and the 10 Working

Day period ofthe Issuer Tender Offer can commence.In view ofthe time needed for SEBI to

perform its review,the time between the date on which the purchase price and other material terms

ofthe Issuer Tender Offer are made publicly available(published in newspapers and uploaded on the

website of SEBI and the Indian Stock Exchanges)(March 15,2017)and the time that the Issuer

Tender Offer expires will exceed 20 business days,thereby providing public shareholders with more

than 20 business days to consider their response to the Issuer Tender Offer. We currently estimate

that the tinne between the date on which the purchase price and other nnaterial terms ofthe Issuer

Tender Offer have been made publicly available(March 15, 2017)and the expiration ofthe Issuer

Tender Offer will be at least 43 business days. We believe that this period for review and public

shareholder decision-making is consistent with the objectives of Rule 14e-1(a).

For the foregoing reasons, we respectfully request the Staffto grant exemptive relief

with respect to Rule 14e-1(a)to permit the Issuer Tender Offer to be held open for a period of 10

Working Days in accordance with applicable Indian laws and regulations.

B.

Rule 14e-1(c)—Payment in Compliance with Indian Law and Regulation and in

Accordance with Indian Practice8

Rule 14e-1(c) under the Exchange Act states that "... no person who makes a tender

offer shall ... fail to pay the consideration offered ... pronnptly after the termination ... of a tender

offer." While "promptly" has not been defined by the SEC, under market practice "promptly" has

generally meant within three business days ofthe expiration ofthe tender offer.

We understand from Indian counsel that Regulation 11(2) ofthe Buy Back Regulations

requires that payment for tendered shares be made within 7 Working Days ofthe closure ofthe

tender offer with respect to the Shares that have been accepted by the Company under the Issuer

Tender Offer. Within this timeframe, the forms of acceptance along with all the accompanying

documents will need to be reviewed and verified and the signatures ofthe authorized signatories will

need to be tallied to ascertain whether the Shares(including physical shares} have been validly

tendered. Proration calculations may also be required and the basis of acceptance is also required to

be approved by the Indian Stock Exchanges. In addition, the tax residency status ofthe non-resident

public shareholders will need to be ascertained on the basis ofthe documents provided so that

appropriate withholding taxes may be applied to the consideration being paid to such public

shareholders. Finally, payments need to be made to public shareholders using means of payment

including electronic transfers/cheques/demand drafts. We understand that these procedures will

likely cause a delay in the payment ofthe offer consideration beyond the three business days

following closure ofthe Issuer Tender Offer as the Company's registrar and transfer agent will

require more than three business days to finish processing and evaluating the sufficiency ofthe

materials submitted with the tenders. The Company intends to make payment to each public

$ The Staff has previously not recommended that the Commission take enforcement action in respect ofthe prompt

payment requirements of Rule 14e-1(c) under the Exchange Act in a tender offer for an Indian company. See the Patni

Letter, the Mphasis Letter and the letter from Panatone Finvest Ltd. regarding an open public offer for the shares of Videsh

Sanchar Nigam Limited, a company organized under the laws of India (avail. May 6,2002).

-9shareholder as promptly as practicable and as soon as the procedures described above are completed

for such individual public shareholder, and in any case within the mandatory period of7 Working

Days after the closure ofthe Tendering Period, as required under the Buy Back Regulations.

For the foregoing reasons, we respectfully request the Staff to grant no-action relief

with respect to Ruie 14e-1(c)to permit the payment ofthe offer consideration under the Issuer

Tender Offer to be made in accordance with Indian law within 7 Working Days, and in any case as

promptly as practicable,from closure ofthe Issuer Tender OfFer.

Conclusion

Exemptive relief and a confirmation that the Staff wil(not recommend that the

Commission take enforcement action are necessary with regard to certain rules under the Exchange

Act that will apply to the Issuer Tender Offer in the United States, which conflict with Indian laws

relating to issuer tender offers, specifically the following requirements under the Exchange Act rules:

(a)the 20-business day minimum tender offer period requirement; and(b)the prompt payment

requirement. As the Company undertakes not to change the offer price per Share or to increase or

change the percentage ofthe Shares being sought for repurchase from what is set out in the Letter of

Offer, the Company is not seeking exemptive relieffrom Exchange Act Rule 1.4e-1(b).

For the reasons discussed above, we respectfully request the Staff to grant the

exemptive relief requested and we ask for confirmation that the Staff will not recommend that the

Commission take enforcement action. The exemptive relief requested and the confirmation that the

Staff will not recommend that the Commission take enforcement action will also enhance comity

between SEBI and the SEC. Accommodation by the Staffthrough exemptive relief and the

confirmation that the Staff will not recommend that the Commission take any enforcement action

will enable the Company to complete the Issuer Tender Offer as contemplated, while at the same

time enabling the U.S. holders of Shares to have a liquidity opportunity at the same price and

otherwise on the same terms as provided to non-U.S. holders.

****

If you have any questions or require any additional information, please do not hesitate

to contact the undersigned at(2l2)455-2945 of Simpson Thacher &Bartlett LLP.

Thank you for your consideration ofthese matters.

Very truly yours,

Michael O. Wolfson

Raghubir Menon

Anirban Bhattacharya

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Shardul Arr~archand Mangaldas

CENTURY ~f EXCELLENCE

Apri17, 2017

Ref. No. 2397

Diviszon of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington,D.C. 20549

United States of America

Attu: Ted Yu,CLief, Office of Mergers and Acquisitions

Christina Chalk, Senior Special Counsel, Office of Mergers and Acquisitions

Re:

Issuer Tender Offer for Shares of Mphasis Limited

Ladies and Gentlemen:

We are acting as the Indian Legal advisers to Mphasis Limited, a public limited company

incorporated under the laws of India (the "Company"), in connection with a proposed repurchase

offer by the Company for cash of up to 8.26% of its fully paid outstanding equity shares (the

`°Buyback Oi'fer").

In such capacity, we have been requested to review the letter, dated April 7, 2017,

prepared by Simpson Thacher &Bartlett T~~,I' on behalf of the Company requesting certain relief in

connection with the Buyback Offer (the "Letter") and to provide you this letter to support the

description of Indian law, regulation and practice, aa~d in particular to support the statements relating

to the Securities and Exchange Board o£ India (Buyback of Securities) Regulations, 1998 (as

amended)("Buyback Regulations"), described in the Letter(the "Support Letter").

For the purposes ofthis Support Letter, we have only examined an electronic copy of the

Letter and no documents have been reviewed by us in connection with this Support Letter other than

the Letter. Accordingly, we shall limit the views expressed i~a this Support Letter to the Letter and

certain Indian legal matters described therein.

Based on the foregoing and subject to the qualifications set out below, we confirm that,

in our opinion, the descriptions of Indian taw and regulations in the Letter are fair, accurate and, as

regards the aspects of the Buyback Offer described in the Letter for which relief has been requested

therein, complete in all material respects and, in our view, the descriptions of Indian practice in the

Letter are fair, accurate and, as regards the aspects of the Buyback Offer described in the Letter for

which relief has been requested therein, complete in all material respects.

In addition, we specifically confirm that the Securities and Exchange Board of India

{"SEBT") has not been delegated with any specific power to grant exemptions under the Buy Back

Regulations. While SEBI does have the power to issue guidance notes or circulars to remove

difficulties in the interpretation or application ofthe Buy Back Regulations under Regulation 2b,such

difficulties are in the context of conflicts of the Buy Back Regulations with other applicable Indian

laws. The Buy Back Regulations do not grant any further powers to SEBI to grant any procedural

exemptions and there is no legal process in place that would require SEBI to grant, reject or react to

Shardul Amarchand Mangaldas & Co

Advocates & Solicikors

Arnarthand Towers zzG Okhla Industrial Estate Phase Ill New Delhi iio. oao

T +gi a 4L59 0~0o go6o 6oGo F +9r ii z69z 4900

E contact@AMSShardul.com

New Delhi Mumbai Gurgaon Bengaluru Chennai Ahmedabad Kolkata

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~~ ~~

Shardull~marchand Mangaldas

CENTURY ~f EXCELLENCE

an application for an exemption not contemplated by the Buy Back Regulations. Further, so far as we

are aware, SEBI has never granted any procedural exemptions in relation to any aspect ofthe buyback

process as set out under the Buy Back Reg~~lations. Hence, in our view, it is extremely unlikely that

SEBI will grant a procedural exemption in relation to the Tendering Period so as to permit a tender

offer to be open for 20 business days.

This Support Letter is confined to and given on the basis of the laws and regulations of

India in force on the date hereof. Such laws and regulations are subject to interpretation by the

competent authorities, including tk~e Securities and Exchange Board of India. Such interpretation is

subject to change without advance notice and the connpetent authorities may disregard past

precedents.

Furthermore, many provisions in the law are principle based anal application thereof

innplies discretion. In the absence of explicit statutory law, we base our opinion and view solely on

our independent professional judgment. This Support Letter is further conned to the matters stated

herein and the Letter, and is not to be zeal as extending, by implication ox otherwise, to any other

matter.

We are writing you this Support Letter as ofthe date hereof and we assume no obligation

to advise you of any changes in fact or in law that are made or brought to our attention hereafter.

The lawyers ofour firm are merrxbers ofthe Indian bar and do not hold themselves out to

be experts in any Jaws otEiex than the laws of India. Accordingly, we are expressing herein views as to

Indian law only and we express no view with respect to the applicability or the effect of the laws of

any other jurisdiction to or on or in connection with the matters covered herein.

This Support Letter is governed by and shall be construed in accordance with floe laws of

India.

Sincerely yours,

Shardul Amarchand Mangaldas & Co

Advocates &Solicitors

Amarchand Towers

216, Okhla Industrial Estate Phase III

New Delhi —110 020, Ir►dia

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