SecProbe.io

March  24, 2021

Via Email

Paul Dudek
Latham & Watkins  LLP
555 Eleventh Street NW
Washington, DC 20004

 Re:  Vedanta Limited
 Schedule 14D -9 filed March 18, 2021
Response letter dated March 24, 2021
SEC File No. 5 -83797

Dear Mr. Dudek :

We have reviewed your letter of today’s date, responding to our comment letter d ated
March 22, 2021 on the filing listed above . Our comment follows. All defined terms used here
have the sa me meaning as in the Schedule 14D -9.

1. Refer to comment 2 in our first comment letter and your response. We continue to
have concerns that the disclosure in Item 4 of the Schedule 14D -9 that Vedanta
“has not made a recommendation” with respect to the offer is inconsistent with
the disclosure disseminated to shareholders, as reflected in Exhibit 99.1. The latter
document lists a “recommendation” (paragraph 11) and a “ summa ry of reasons
for the recommendation ” (paragraph 12). All of the listed reasons supporti ng the
IDC’s determination that the offer is “fair and reasonable” are favorable to the
offer, including positive comparisons of the offer price to prices previously paid
by the Acquirer and the PACs and favorable comparisons of the offer price to
recent t rading prices for the shares . In addition, the first paragraph of the
document included as Exhibit 99.1 characterizes the document as a
recommendation. Given these facts, we continue to be concerned that the
characterization of Vedanta’ s position with resp ect to the offer as expressed  in
Item 4 of the Schedule 14D -9 is confusing and inconsistent  with the document
disseminated to target shareholders .

Please respond to this letter by amending your filing, by providing the requested
information, or by adv ising us when you will provide the requested response.  If you do not
believe our comment  applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

Paul Dudek , Esq.
Latham & Watkins  LLP
March 24, 2021
Page 2

  We remind you that the Company is respon sible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to me at (202) 551 -3263.

Sincerely,

        /s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions