SEC Division of Corporation Finance no-action letter: Redington (India) Limited

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

October 17, 2018

Via Email

Rajiv Gupta Latham & Watkins LLP Rajiv.gupta@lw.com

Re: Partial Cash Tender Offer for Shares of Redington (India) Limited

Dear Mr. Gupta:

We are responding to your letter dated October 16, 2018, addressed to Ted Yu and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Indian counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated October 16, 2018.

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 Exchange Act Rule 14e-1(a). This exemption permits the Issuer Tender Offer to remain open for a fixed period of 10 working days (as defined in your letter), as mandated by Indian law.

In granting this exemptive relief, we note your representations that:

Indian law specifically mandates a fixed 10-working day tender offer period for issuer tender offers, which cannot be reduced or increased under Indian law;

Indian law requires the Issuer Tender Offer to be made to all shareholders on equal terms, including those in the United States, and 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 Company publicly announced the Issuer Tender Offer on September 19, 2018. On that date, the Company published a press release through PR Newswire, which included the maximum number of Shares to be repurchased in the Issuer Tender Offer, as well as the price per Share;

On September 27, 2018, the Company sought from SEBI an exemption from the application of the Buy Back Regulations to permit the Issuer Tender Offer to be open for 20 business days in compliance with Rule 14e-1(a). SEBI denied this request;

The letter of offer for the Issuer Tender Offer will be disseminated to all Company shareholders on the fifth working day after receipt of final comments from SEBI. The Issuer Tender Offer will open on the fifth working day from the date the letter of offer is disseminated. Between the dissemination of the letter of offer to shareholders and the close of the Issuer Tender Offer, 15 working days (approximately 22 calendar days and 16 business days) will elapse. From the date of the Company's public announcement of the Issuer Tender Offer and the close of the Issuer Tender Offer, 39 working days, 42 business days and 62 calendar days will elapse;

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. The Company believes that all individual U.S. shareholders have elected to receive shareholder materials from the Company via their own email addresses. In addition, all U.S. shareholders who are foreign portfolio investors or foreign institutional investors will receive the letter of offer at the email addresses of their respective custodians located in India, which the Company understand would then be promptly forwarded to such holders via email by those custodians;

On the date the letter of offer is dispatched to shareholders, the Company will publish a notice on the website edition of the Washington Post, which will disclose where the letter of offer can be accessed, along with certain basic information about the Issuer Tender Offer;

This is an issuer tender offer for only a small portion of the Company's Shares, representing only 2.78% of the Shares outstanding, and is not a change in control transaction; and

Except for the exemptive relief granted by separate order, the Issuer Tender Offer will comply with all applicable Exchange Act rules.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated October 16, 2018, and does not represent a legal conclusion with respect to the applicability of the provisions of the federal securities laws. The relief is strictly limited to the application of the rule listed above to this transaction.You should discontinue the transaction 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. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions that this transaction may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, this transaction.

Sincerely,

/s/ Ted Yu Ted Yu Chief, Office of Mergers & Acquisitions Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

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UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
October 17, 2018
ORDER GRANTING EXEMPTION FROM In the Matter of an Issuer Tender Offer for Shares ofRedington (India) Limited EXCHANGE ACT RULE 14E-l(A) Redington (India) Limited submitted a letter dated October 16,2018, requesting that the Securities and Exchange Commission ("Commission") grant an exemption from Exchange Act Rule 14e-l(a) for the Issuer Tender Offer 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 October 17, 2018, it is ORDERED that the request for an exemption from Exchange Act Rule 14e-l(a) is hereby granted. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Brent J. Fields Secretary

9 Raffles Place
Rajiv Gupta #42-02 Republic Plaza
Direct Dial: +65.6437.5467 Singapore 048619 raJiv.gupta@lw.com Tel: +65.6536 1161 Fax· +65.6536.1171 www.lw.ccm LAT H A M & wAT K I N s UEN No. T09LL 1649F LLP FIRM/ AFFILIATE OFFICES Be1Jing Moscow Boston Munich Brussels New York Centur1 City Orange County October 16, 2018 Chicago Paris Dubai Riyadh Ted Yu, Esq., Chief Dusseldorf Rome Christina E. Chalk, Esq., Senior Special Counsel Frankfurt San Diego Hamburg San Francisco Onice of Mergers and Acquisitions Hong Kong Seoul Division of Corporation Finance Houston Shanghai U.S. Securities and Exchange Commission London Silicon Valley I00 F Street, N.E. Los Angeles Singapore Washington, Madrid Tokyo D.C. 20549 Milan Washington. D.C. U.S.A. Re: Issuer Tender Offer for Shares of Redington (India) Ltd. Dear Mr. Yu and Ms. Chalk:
We are writing on behalf of Redington (India) Ltd., a public limited company incorporated under the laws of India (the ··compan{'). to request that the staff of the Division of Corporation Finance (the "Staff) of the Securities and Exchange Commission (the "Commission'·) grant excmptivc relief with respect to Rule l4e-1 (a) CRule 14e-1 (af) under the Securities Exchange Act of 1934. as amended (the ··Exchange AcC). The exemptive relief requested will permit the Companis proposed partial tender offer for cash (the ··Issuer Tender Offer'') to remain open for a fixed period of 10 working days 1 in compliance with the applicable laws of India, including the Indian Companies Act, 2013 and Securities and Exchange Board orindia (Buy Back of Securities) Regulations, 2018 (the

• ·Buy Back Regulations"), that conflicts with Rule l4e- l (a).
  The Issuer Tender OffeL as currently contemplated by the Company, relates to the proposed repurchase by the Company of a small portion (2. 78%) of its fully paid outstanding equity shares (the ··Shares''). The Issuer Tender Offer \Viii not result in a change of control or other corporate transformation of the Company. The Company has appointed Axis Capital Limited as the merchant banker for the Issuer Tender Offer in accordance with the Buy Back Regulations. The Company is being advised by AZB & Partners concerning Indian legal matters for the Issuer Tender Offer and Latham & Watkins LLP concerning U.S. legal matters for the Issuer Tender Offer. In accordance with the Buy Back Regulations and applicable Indian law, the Company respectfully submits that all holders of the Shares~ including those in the United States, have been, and will be, provided with information about the Issuer Tender Offer at the 1 Any reference herein to ··business days'~ has the meaning set forth in Exchange Act Rule 14d-l (g)(3) and any reference to '~worldng days'' means a working day of SEBI (which is :\1onday to Friday. except designated fnclian public holidays). :\SI A-I )OCS'. 10-IO::! I 2/l 3<,

LATHAM&WATKI NSllP address maintained by the depositories in advance or the 10 working day period during "vhich the offer will be open pursuant to the Buy Back Regulations. The following matters have been made publicly available on the websites of the National Stock Exchange of India Limited and the BSE Limited (together. the "Indian Stock Exchanges'~) or the Securities and Exchange Board of India ("SEBr'): (i) the Company's board of directors· resolution dated September 17: 2018 approving the Issuer Tender Offer; (ii) the Company's public announcement of the Issuer Tender Offer published on September 19, 2018; and (iii) the draft letter of offer, which was submitted to SE8l on September 27, 2018. Simultaneously with the Compani s public announcement of the Issuer Tender Offer on September 19, 2018~ the Company published a press release through PR Newswire announcing the approval of the Issuer Tender Offer by the Company's board of directors and referring to the public announcement in India of the Issuer Tender Offer. The ·public announcement of the Issuer Tender Offer has confirmed that the Issuer Tender Offer will be for up to 11 ~ 120,000 Shares at a price of Rs. l25 per Share~ as approved by the board of directors or the Company. The Company will dispatch the letter of offer to all holders of Shares on the fifth working day from the date of receipt of final comments from SEBI on the draft letter of offer. The dispatch of the letter of offer is expected to occur around October 29, 2018 subject to receipt of final comments from on the draft letter of offer from SEBI. The Company confirms that the Issuer Tender Offer will open on the fifth working day from the date or dispatch of the letter of offer to the holders of the Shares. The opening of the Issuer Tender Offer is expected to occur on November 5. 2018. The closure of the Issuer Tender Offer is expected to occur on November 20: 2018. Accordingly. between the dispatch of the letter of offer to the holders of the Shares and the closure or the Issuer Tender Offer: a period of 15 working days ( or approximately I 6 business days and 22 calendar days) will elapse. Further, between the date of the Company's public announcement of the Issuer Tender Offer and closure of the Issuer Tender Offer, 39 \VOrking days, 42 business days and 62 calendar days will lapse.
I. BACKGROUND
(a) Headquartered in ChcnnaL India, the Company is in the business of distributing technology products of over 200 international brands. The Company has presence in India, South Asia, Middle East Turkey, Africa and the Commonwealth of Independent States. (b) The Shares are listed and traded in India on the Indian Stock Exchanges. The Company is a "foreign private issuer" as defined in Rule 3b-4(c) under the Exchange Act and is not subject to the reporting requirements of the Exchange Act. (c) Prior to making investments in India, every foreign portfolio investor and foreign institutional investor is required to register itself with SEBI and obtain a SEBI registration number. The application form prescribed by SEBI for registration of foreign portfolio investors and foreign institutional investors requires them to specify their country of residence or inc01voration. establishment or registration. The Company submits that the SEBI registration number includes a code indicating each foreign pmtfolio investor's and foreign institutional investor's country of residence or incorporation, establishment or registration: which is publicly available and is recorded with the name of the foreign portfolio inn~stor and foreign institutional :\Sl,-DOCS,10,102128 _l()

LATHAM&WATKI NSuP investor in the shareholder records maintained by depositories. Under Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations: 2015, the Company is required to submit a breakdo\vn of its shareholders by category, including the percentage of Shares held by foreign portfolio investors and foreign institutional investors, to the Indian Stock Exchanges on a quarterly basis. This information is publicly disclosed on the websites of the Indian Stock Exchanges and is compiled by the Company's registrar and transfer agent (the ~-Transfer Agent") on the basis of beneficial shareholding positions provided by the depositories. (d) U.S. holders do not hold more than 40% of the Shares that are the subject of the Issuer Tender OffcL as determined pursuant to lnstructio1f2 to Exchange Act Rule 14d-1 (d) c·Instruction 2'} To asce11ain the holders or Shares resident in the U.S. as provided under the Exchange Act Rule 12g3-2(a) and Exchange Act Ruic 12g5-1. the Company has made inquiries (as explained below) with the Transfer Agent and the depositories to "look through" the shareholding of custodians, brokers and other nominees located in the United States, India and other jurisdictions to ascertain the amount of Shares held by beneficial holders of Shares resident in the United States. According to the Company's shareholders lists dated as of August 24, 2018 (the

• ·Shareholders Lists''), the Company had 400i 172.685 Shares outstanding (which
  excludes securities that are convertible or exchangeable into the Shares, such as employee stock options granted by the Company to its employees) (the "Undiluted Share Capital'} A re'iew of the individual shareholders listed on the Compan{s Shareholders Lists revealed a total of 8~ 155 Shares held by individuals with U.S. addresses (amounting to approximately 0.002% or the Undiluted Share Capital) and the Company has assumed such holders to be U.S. holders \Vithin the meaning of Instruction 2. The Shareholders Lists also disclosed a number of institutional investors that, while listing the Indian address of their respective custodians, might represent ownership of the Shares by U.S. holders. The depositories have provided the Company with details of the beneficial shareholders. including the number of Shares held by beneficial shareholders resident in India and the identities and number of Shares held by each of the beneficial shareholders designated as foreign institutional investors or foreign portfolio investors. An ownership analysis of the institutional holders of Shares to determine the number or Shares held by U.S. holders as of August 24, 2018 has been conducted based on information from the Shareholders Lists and from the shareholder registration numbers available on the website of SEBI, and it was estimated that an additional 88,270,887 Shares ( or 22.06% of the Undiluted Share Capital) were held by U.S. holders. Aggregating the shareholding percentages of U.S. individual and institutional shareholders (based on the ownership analysis and on the assumption regarding ownership as described above), the Company estimates that the ownership of Shares by U.S. residents as of August 24, 2018 was an aggregate of 88,279,042 Shares ( or 22.06% of the Undiluted Share Capital). The Company is also a foreign private issuer~ as defined in Exchange Act Rule 3b-4, and meets all other conditions of Exchange Act Rule 14d-l ( d)(l ). In addition, the Company \Vill comply with all applicable U.S. tender lav,:s other than those for which an exemption has been provided. Accordingly, the Company is proceeding on the basis that the Issuer Tender Offer is eligible for the ·•Tier W exemption under Exchange Act Ruic 14d-1 (cl). ,\Sl,-DOCS\l 1M0212lU6

LATHAM .. WATK I NSur
II. DISCUSSION
(a) As the Staff knows, Rule 14e-l(a) provides that a tender offer must remain open for a minimum of 20 business days. By contrast, Regulation 9(vi) or the Buy Back Regulations requires that an issuer tender offer shall remain open for a fixed period of 10 working days. Moreover, Regulation 9(vi) of the Buy Back Regulations does not allow any reduction or increase of the fixed IO working days period. (b) If exemptive relief is granted under Rule 14e-1 (a): the Issuer Tender Offer will comply with all Exchange Act requirements applicable to a tender offer eligible under the Tier II exemption by an issuer not subject to the reporting requirements of the Exchange Act. In 2012~ SEBI reduced the period for which an issuer tender offer must be held open from 15 - 30 calendar days to a lixcd period of 10 working days. Now~ under Regulation 9(vi) of the Buy Back Regulations, the Issuer Tender Offer must remain open for public shareholders to accept and tender for a fixed period of I0 working days ("Tendering Period'.) which cannot be reduced or increased. (c) On September 27, 20 I 8 the Company sought an exemption from the application of Regulation 9(vi) of the Buy Back Regulations to permit the Issuer Tender Offer to be open for 20 business days in compliance with Rule 14e-1 (a). On October 1L2018~ SEBI denied the Company's request for exemptivc relief and directed the Company to follow the extant Regulation 9(vi) under the Buy Back Regulations and keep the offer open for a fixed period of l O working days. (d) The Staff has previously issued exemptivc relief and no-action letters relating to Rule l4e-l (a)( 1) in the case of Indian tender offers: See Sa1ywn Computer Services Limited (available April 28, 2009), Patni Computer S)1stems Limiled (available February 9. 20 I 1 ), .!us/ Dial limited (available January 29, 2016), Marble II Pte. ltd. (available June 28, 2016), Sun Pharmaceutical Industries Ltd (available July 19, 20 I6), Mphasis Limited (available April 7, 2017) and b?f'osys Umited (available August 16, 2017). (e) Further, in accordance with Section 68(5)(a) of the Companies Act. 20 I 3 read with Regulation 9(viii) of the Buy I3ack Regulations and Regulation 4(2)(c)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Issuer Tender Offer has to be made to all shareholders of the Company (as of the record date notified by the Company) and has to be made on equal terms. (t) In view of paragraph (e) above, U.S. holders of the 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 remain open under the Buy Back Regulations. (g) As the Company is required to provide all holders of Shares with the opportunity to pai1icipate in the Issuer Tender Offer on equal terms: the Company intends to structure the Issuer Tender
Offer as a single worldwide tender offer, including the United States. The Compani s board of directors approved the Issuer Tender Offer on September 17. 2018, the terms of which include an offer for cash of up to ASl,-DOCS\ I 0-10:! I 23.J6

LATHAM i', wAT K I N sLLP
11,120,000 Shares at a price of Rs. 125 per Share (representing an 18.82% and 19.90% premium over the closing price of the Shares on the BSE Limited and the National Stock Exchange of India Limited, respectively. on September 10, 2018), which terms the Company undertakes not to change ( whether as to price or the amount of Shares sought). (h) In accordance with first proviso to Section 68(2)(b) or the Companies Act~ 2013 no shareholder approval of the Issuer Tender Offer is required where the buy-back is for ten per cent or less of the total paid-up equity capital and free reserves (including securities premium account) of the Company and the buy-back is required to be authorized by the Board by means of a resolution passed at its meeting ("Board Route"). As approved by the Company's board of directors. the Issuer Tender Offer will be for less than 10% of the total paid-up equity capital and free reserves (including securities premium account) of the Company (the value of the Shares expected to be purchased in the Issuer Tender Offer is Rs. 1.39 billion, which represents 2. 78% of the total paid-up equity capital and free reserves (including securities premium account) of the Company as of March 31, 2018 as per audited standalone financial statements). (i} Under the Buy Back Regulations, the Issuer Tender Ofter has to open within 24 working days from the date the Company's board of directors approves the Issuer Tender Offer under Board Route, subject to any additional time taken by SEBI for regulatory review of the draft letter of offer to shareholders. In accordance with the Buy Back Regulations, the Company has made a public announcement of the Issuer Tender Offer on September 19,2018, which is the second working day from the date of approval by the Companf s board of directors. In the public announcement, the Company disclosed the price per Share of the Issuer Tender Offer (Rs. 125 per Share) and the maximum number of Shares sought in the Issuer Tender Ofter (up to 11.120,000 Shares). As required, the public announcement has been published in at least one English national daily newspaper, one I lindi national daily newspaper, and a regional language daily newspapeL all \Vith wide circulation where the registered office of the Company is located. The public announcement is also available on the websites of SEBI and the Indian Stock Exchanges. Simultaneously with the Company's public announcement of the Issuer Tender Offer on September 19, 2018, the Company published a press release through PR Newswire announcing the approval of the Issuer Tender Offer by the Company's board of directors and referring to the public announcement in India of the Issuer Tender Ofter. On the date the letter of offer is dispatched to the shareholders, the Company undertakes to publish a notice on the website of the Washington Post disclosing the identity of the Company, price per Share of the Issuer Tender Offer, the maximum number of Shares sought in the Issuer
Tender Offer, the IO working days during which the Issuer Tender Offer will remain open and that the letter of offer has been sent to shareholders and is available on the official website of SEBI. As the public announcement for the Issuer Tender Offer has already been made, the Issuer Tender Offer cannot be withdrawn by the Company. (i) The Company has set September 28~ 2018 as the record date for the Issuer Tender Offer. In accordance \Vith the Buy Back Regulations. the notice of record has been disseminated to the Indian Stock Exchanges and has been disclosed in the public .'\Sl;-DOCS\ I 0-!02128 ]6

LATHAMe.WATK IN sll" announct:ment or the Issuer Tender Offer on September 19: 2018. The Company has also submitted the draft letter of offer for SEBl's review on September 27, 2018. After SEBI's review has been completed. the Company will dispatch the letter of offer to all shareholders holding Shares on the record date ( either in electronic or physical form, as elected by the shareholders), including shareholders in the United States, by dispatching it on the fifth working day from the date of receipt of final comments from SEBI in accordance with Indian law. The letter of offer will be provided by e-mail to all shareholders: including through custodians in India, where applicable. \Vho have elected to electronically receive shareholder materials from the Company; otherwise~ a physical copy of the letter of offer will be sent to shareholders by registered post at the physical mailing addresses of their respective custodians in India. As ·or August 24, 2018, the Company believes that all individual U.S. shareholders have elected to electronically receive shareholder materials from the Company directly on their own e-mail addresses. In addition, all U.S. shareholders who are foreign portfolio investors or foreign institutional investors have elected to electronically receive shareholder materials from the Company at the e-mail addresses of their respective custodians located in India, as registered with the Company for purposes of all communications relating to such shareholders' share ownership. The Company understands that custodians operating in India would typically use electronic means of communication~ such as e-mail, to promptly forward such shareholder materials to beneficial shareholders in the United States. (k) The Issuer Tender Offer will be opened on the fifth working day from the date of dispatch of the letter ofoffer in accordance with Regulation 9(v) of the Buy Back Regulations. The Company confirms that the Issuer Tender Offer will not open prior to the fifth working day from the date of dispatch of the letter of offer. Accordingly, between the dispatch of the letter of offer to the shareholders and closure of the Issue Tender Offer, 15 working days (or approximately 16 business days and 22 calendar days) will elapse. Further, between the date of the Compan/s public announcement of the Issuer Tender Offer and closure of the Issuer Tender Offer, 39 working days, 42 business days and 62 calendar days will lapse. (I) The Board of Directors of the Company approved the Issuer Tender Offer on September 17~ 2018. The letter of offer will include a statement that the Company expresses no opinion as to whether shareholders should participate in the Issuer Tender Offer and, accordingly, the shareholders are advised to consult their own advisors to consider participation in the Issuer Tender Offer. (m) All purchases pursuant to the Issuer Tender Offer will be paid for in Indian Rupees, including holders of Shares who are resident outside
India. Payments must be made within seven working days of the closure of the Issuer Tender Offer as required by the Buy Back Regulations. Accordingly~ the Transfer Agent will process the bids under the Issuer Tender Offer as promptly as practicable after the close of the Issuer Tender Offer~ and the Company expects to stat1 making payments for accepted bids as promptly as practicable and within seven working days after the Issuer Tender Offer is closed. The Company is proceeding on the understanding that, pursuant to the exemption granted by Exchange Act Ruic I4d-l (d)(2)(iv), payment within this time period will satisfy the -~prompt payment'· requirements of Exchange Act Rule l 4e￾l ( c). As the Company will undertake not to change the offer price per Share or to ,.\Sl,-1 >OCS\ Ifl-1112128 3(,

LATHAM&WATK IN StlP increase or decrease the percentage of the Shares being sought for repurchase from what will be set out in the letter of offer, the Company is not seeking exemptive relief from Exchange Act Rule l 4e- l (b ).
III. CONCLUSION
Issuer tender offers in India, including the Company's proposed Issuer Tender Offer:
are subject to the Indian regulatory regime as prescribed under the Companies Act, 2013, and the rules made thereunder, and the 11uy Back Regulations. Due to the conflict between Rule 14e-1 (a) and mandatory Indian law requirements: in the absence of exemptive relief the Issuer Tender Offer cannot be implemented without violating either the U.S. or Indian regulatory regimes. The Company, accordingly respectfully requests exemptive relief from Rule 14e-1 (a) to permit the Company to hold the Issuer Tender Offer open for a period of ten \vorking days in accordance with applicable Indian laws and regulations. The exemptive relief requested ,vill enable the Company to avoid issues arising out of inconsistencies between Rule 14e-l(a) and Indian legal requirements with respect to the Issuer Tender Offer and is in the interest of all shareholders of the Company including U.S. shareholders.

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If you have any questions or require any additional information~ please contact the undersigned at +65.6437.5467 or Alexander F. Cohen at (202) 637-2284. Sincerely, { f' , • I •'

• i . /~:~/ (./)
• I /
  (,-'
  Rajiv Gupta of'LATHAM & WATKINS LLP cc: Mwhu Kumarasamy~ Redington (India) Ltd. Rqja Krishnan, Redington (India) Ltd Sugandha Asthana~ AZB & Partners Alexander F. Cohen. Latham & Watkins LLP ASIA-DOCS\ I O-t1)2 I2836

~ZlIB $i7 ri»~IRflrlMIEIS ADVOCATES & SOLIC ITORS Division of Corporate Finance U.S. Securities and Exclrnngc Commission I00 F Street, N.E. Washington, D.C. 20549 Alln: Tcd Yu, Chie f, Orfice nf'Mergers nnd Acquisitions Christina E. Chalk. Senior Special Counsel, Office or Mergers and Acquisitions Re: Issuer Tender Offer for Shares of Redington (India) Ltd. Dear Mr. Yu and Ms. Chalk,

• We refer to the letH.:r, dated October 16, 2018 (the "Letter"), being sent to the U.S.
  Securities and Exchange Commission (the ' 'SEC") by IZeclington (India) Ltd., n public limit ed company incorporated under thl: laws or India (the "Company") with respect to the proposed issuer partial tender offer for cash (the ''Issuer Tend er Offer''). In the Letter, the Company has requl:stec.l that the srn ffofthc Division o l' Corporation fin ance of the SEC (the "Stafr') to grant cxempti ve relief to the Company from certa in iules under the Securities Exchange /\cl or I 934, as amended (the "Exchan ge Act"), that may be applicable lo the Compnny at the time of undertaking the Issuer Tender Offer. We are acting c1s advisors to the Company concerning Indian legal n1 c1ttt:rs in conncu ion with the Issuer Tender Oller. We understand tlrnt in connection with the Letter, the SEC has reqw.:stcd a letter confirming ccrlain statements relming to lndinn law. regulation and practice as set out in the Leller. Basco on th<.: lorcgoi11g and subject to the qunlitications set out below, we confirm th.it, in our opinion, the dcscriptio11s of Indian law and regulntions in the Lellcr ure fair. accura te and. ns reg,mls the aspects or the Issuer Tender Offer described in the Letter for which relier has been requested therein, complete in nil material respects and, in our view, the descriptions or Indian practi ce in the Letter are fair, accurate and, c1s regards the aspects of the Jssucr Tender Offer described in the L<.!lll:r for which n;licl' has been requested therei n, complete in all material respects (the descriptions or Indian law. regulations and practice in the Letter arc collecti vely refcl"l'cd to c1s the " Indian Statements"). We note the fo llowing:
  I. The Indi an Statements consist of' summaries or relevant matters or Indian law and
  regul ation, or as the case may be, Indian practice and should not be constrncd as a comprehensive description ol'all law, rules, regulntions nnd practice. ,,1 111/ : AZB Hou)..: l'h.•I No.A ti !iec1r,(.: Nr,icfa :rn1301 U11-1r rr:id('>h t-.',11i11u.1I (:.11111 JI Rl't;L1ll\ l)dJ.i 111.!i.1 r1, ~91 120 41i9•):):) , 1\ 1111 . 10 ,117-J~no , " '" tl,·ll1i<,l'.tzbp,,rl11c1~.rnm . l:nit::d1 Cyb,·, P.:11.. e,02. ·1owcr- 11 Mh f\111, r Sc..:tor w Gu:r,.!011 1non1 NJtion.,1 C.1pil,1l Hl'i;wn I.;d!u lnd 1.1 , , , · 111 11.: .p.oO!•)U , •, ' }II i.t-i .:;OJ!i.110 • " " ' J;urt;aon(&Jthp,1n11cr~.1.om 1,A:-..1; \LUtt: : :,;h Flow 1111'l:,1.1.1· l\tt1\ 1i,fanlrf !ln,)11 ranr,,lort· ,1,nrm1 India ,, ••H :lo p 100~•,o , • --r.1 ~n ~1!1,917 , .. ,,. h.1rg.1lorc@Jlhp:ir1n..rs: coin i•t• ~.r 0·1y\ 'ti,w(~"- 1101- tt :uh rloor :-.:oi th .,1.,i11 Hn,1d Ku:'f.l(\11 i'Mk l1ut1e .;11nm lnd1,1 HL 9 1 io t,7:;r,6f,(, , " ~()1 ~o :,;.t\M•n~ ~ "' , n p 11n,"{1.:1hp.u1U(r~ '-Olll 4

~ZIID ~ IJ»~IRff!NllE~~ ADVOCATES & SOLIC ITORS
2. Except as set out below, this letter may not be reproduced. rcrcrred to, or quoted in any
offe1ing materials, disclosure materials or p1inted matter related to the lssuer Tender Offer.
3. We consent to this letter being attached to the Letter.
4. In rendering this kttcr, we have reviewed such la\vs ol'thc Republic ofl nclia as we
considered re levant and necessary, and we have not made any investigation or, and do not express any opinion on, the laws of any jurisdiction other than the laws ol'the Republ ic ol' India as applicable on the elate of this letter. Yours foithrully, For AZB & Partners ' 1 l .:-t \ I '(...0 (,., (, S 11 ga 11 cl ha Asthana Partner