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SEC Comment Letter for SIFY TECHNOLOGIES LTD (SIFY) (CIK 0001094324) (SIFY) — Feb 26, 2013

SIFY TECHNOLOGIES LTD (SIFY) (CIK 0001094324)
Date: Feb. 26, 2013 · CIK: 0001094324 · Accession: 0000000000-13-010646

AI Filing Summary & Sentiment

Date
February 26, 2013
Author
/s/ Cecilia Blye
Form
UPLOAD
Company
SIFY TECHNOLOGIES LTD (SIFY) (CIK 0001094324)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE February 26, 2013 Via E -mail Raju Vegesna Chief Executive Officer Sify Technologies Limited Tidal Park, 2nd Floor 4, Rajiv Gandhi Salai Taramani, Chennai 600 113 India

Re: Sify Technologies Limited Form 20 -F for the Fiscal Year Ended March 31, 2012 Filed August 13, 2012 File No. 0 -27663

Dear Mr. Vegesna:

We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this juncture, we are asking you to provide us with informa tion so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to y our facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to this comment, we may have additional comments.

General

1. We are aware of news articles reporting that you have an agreement with Gulf Bridge International, which intends to build an undersea telecom cable network connecting to Iran, to land its cable system in India; and that you have an agreement with Saudi Telecom Company, which operates a terrestrial cable system connecting to S yria, to access its network in the Middle East. We also are aware of articles reporting statements by your CEO that those networks would enable your enterprise customers to connect to Middle Eastern countries like Sudan. Iran, Sudan, and Syria are design ated as state sponsors of terrorism by the U.S. Department of State, and are subject to U.S. economic

Raju Vegesna Sify Technologies Limited February 26 , 2013 Page 2

sanctions and export controls. Your Form 20 -F does not include disclosure about operations related to Iran, Sudan, or Syria.

Please describe to us the n ature and extent of any past, current, and anticipated contacts with Iran, Sudan, and Syria, whether through direct or indirect arrangements. Your response should describe any products, equipment, software, technology, information, support, and services y ou have provided into Iran, Sudan, or Syria, directly or indirectly, and any agreements, arrangements, or other contacts you have had with the governments of those countries or entities they control. 2. Please discuss for us the materiality of any contacts wi th Iran, Sudan, and Syria you describe in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period . Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an in vestment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives re garding investment in companies that do business with U.S. -designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operat ions associated with Iran, Sudan, or Syria.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commissio n or any person under the federal securities laws of the United States.

Raju Vegesna Sify Technologies Limited February 26 , 2013 Page 3

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 - 3470 if you have any questions about the comments or our review.

Sincerely,
/s/ Cecilia Blye

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

February 26, 2013

Via E -mail
Raju Vegesna
Chief Executive Officer
Sify Technologies Limited
Tidal Park, 2nd Floor
4, Rajiv Gandhi Salai
Taramani, Chennai 600 113
India

 Re: Sify Technologies Limited
  Form 20 -F for the Fiscal Year Ended March 31, 2012
  Filed August 13, 2012
  File No. 0 -27663

Dear Mr. Vegesna:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with informa tion so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to y our facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

General

1. We are aware of news articles reporting that you have an agreement with  Gulf Bridge
International, which intends to build an undersea telecom cable network connecting to
Iran, to land its cable system in India; and that you have an agreement with Saudi
Telecom Company, which operates a terrestrial cable system connecting to S yria, to
access its network in the Middle East.  We also are aware of articles reporting statements
by your CEO that those networks would enable your enterprise customers to connect to
Middle Eastern countries like Sudan.  Iran, Sudan, and Syria are design ated as state
sponsors of terrorism by the U.S. Department of State, and are subject to U.S. economic

Raju Vegesna
Sify Technologies Limited
February 26 , 2013
Page 2

 sanctions and export controls.  Your Form 20 -F does not include disclosure about
operations related to Iran, Sudan, or Syria.

Please describe to us the n ature and extent of any past, current, and anticipated contacts
with Iran, Sudan, and Syria, whether through direct or indirect arrangements.  Your
response should describe any products, equipment, software, technology, information,
support, and services y ou have provided into Iran, Sudan, or Syria, directly or indirectly,
and any agreements, arrangements, or other contacts you have had with the governments
of those countries or entities they control.
2. Please discuss for us the materiality of any contacts wi th Iran, Sudan, and Syria  you
describe in response to the foregoing comment, and whether those contacts constitute a
material investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate dollar amounts of any  associated revenues,
assets, and liabilities for the last three fiscal years and the subsequent interim period .  Also,
address materiality in terms of qualitative factors that a reasonable investor would deem
important in making an in vestment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives re garding investment in companies that do business with U.S. -designated
state sponsors of terrorism.  Your materiality analysis should address the potential impact
of the investor sentiment evidenced by such actions directed toward companies that have
operat ions associated with Iran, Sudan, or Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissio n or any person under the federal securities laws of the United States.

Raju Vegesna
Sify Technologies Limited
February 26 , 2013
Page 3

 Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance