SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Sify Limited
(Name of Issuer)
Equity Shares, par value Rs.10 per share
(Title of Class of Securities)
804099999
(CUSIP Number)
VentureTech Solutions Private Limited
12, Subba Rao Avenue, Chennai 600 006 India
Attention: Sandeep Reddy
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 2, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
(Continued on following pages)
(Page 1 of 8 Pages)
SCHEDULE 13D
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CUSIP No. 804099999 Page 2 of 8
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1 NAME OF REPORTING PERSON
Venture Tech Solutions Private Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (TM)
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF (Personal Funds) and AF (Affiliate)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
INDIA
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NUMBER OF SHARES 7 SOLE VOTING POWER:
BENEFICIALLY OWNED BY 4,550,767(1)
EACH REPORTING PERSON -------------------------------------------------------------------------------------------
WITH 8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER:
4,550,767(1)
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,291,507(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.0%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 804099999 Page 3 of 8
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1 NAME OF REPORTING PERSON
Venture Tech Assets Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (TM)
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF (Personal Funds) and AF (Affiliate)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
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NUMBER OF SHARES 7 SOLE VOTING POWER:
BENEFICIALLY OWNED BY 1,017,441
EACH REPORTING PERSON -------------------------------------------------------------------------------------------
WITH 8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER:
1,017,441
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,291,507(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.0%
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14 TYPE OF REPORTING PERSON
CO
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1. Includes 3,533,326 equity shares held by Venture Tech Solutions Private
Limited ("VT Solutions") and 1,017,441 American Depositary Shares ("ADSs")
representing 1,017,441 equity shares held by Venture Tech Assets Limited
("VT Assets" and, together with VT Solutions, "Venture Tech"), an affiliate
of VT Solutions. VT Solutions has voting and dispositive authority for the
ADSs held by VT Assets.
2. Includes 3,533,326 equity shares held by VT Solutions, 1,017,441 ADSs
representing 1,017,441 equity shares held by VT Assets, 12,182,600 equity
shares held by Satyam Computer Services ("Satyam") and 5,558,140 ADSs
representing 5,558,140 equity shares held by SAIF Investment Company
Limited ("SAIF"). VT Solutions is a party to an Investor Rights Agreement,
dated as of October 7, 2002 (the "Investor Rights Agreement"), by and among
Sify Limited (the "Company"), Satyam, SAIF and VT Solutions. The Investor
Rights Agreement provides for, under certain conditions, the designation by
each of VT Solutions, SAIF and Satyam of one or more members of the board
of directors of the Company. By virtue of the Investor Rights Agreement,
Venture Tech may be deemed a group with Satyam and SAIF within the meaning
of Section 13(d)(3) of the Act, and as a result, to have beneficial
ownership of the ADSs and/or equity shares beneficially owned by Satyam and
SAIF. Venture Tech disclaims such beneficial ownership.
Page 4 of 8
This Amendment No. 1 (this "Amendment") amends and supplements the
information set forth in the Statement on Schedule 13D filed with the Securities
and Exchange Commission by VT Solutions on January 23, 2003 (the "Statement").
Capitalized terms used herein that are not otherwise defined shall have the
meanings given to them in the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated to read in its entirety as follows:
This Amendment is being filed jointly by Venture Tech Solutions Private
Limited, an Indian corporation ("VT Solutions"), and Venture Tech Assets
Limited, a United Kingdom corporation ("VT Assets" and, together with VT
Solutions, "Venture Tech"). The agreement between VT Solutions and VT Assets
relating to the joint filing of this Amendment is attached as Exhibit 1 hereto.
There are no executive officers of VT Solutions. The directors of VT
Solutions are Sandeep Reddy and N. Mal Reddy. The significant stockholders of VT
Solutions are Sandeep Reddy and N. Mal Reddy. The principal occupation or
employment of Sandeep Reddy is as a Manager of Venture Tech. The principal
occupation or employment of N. Mal Reddy is as a Manager of Venture Tech.
There are no executive officers of VT Assets. The sole director of VT
Assets is Sandeep Reddy. The sole stockholder of VT Assets is Sandeep Reddy.
The principal business of VT Solutions is the purchase, sale, acquisition
and holding of technology related assets. The principal business of VT Assets is
the purchase, sale, acquisition and holding of technology related assets.
The address of the principal business and principal office of VT Solutions
is 12, Subba Rao Avenue, Chennai 600 006, India. The address of the principal
business and principal office of VT Assets is 15/102 Rochester Row, London
FW1P-1JP, United Kingdom. The business address of N. Mal Reddy is 12, Subba Rao
Avenue, Chennai 600 006, India. The business address of Sandeep Reddy is 15/102
Rochester Row, London FW1P-1JP, United Kingdom.
Neither VT Solutions nor VT Assets, nor to the best of their knowledge, any
of the other persons named in this Item 2, has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither VT Solutions nor VT Assets, nor to the best of their knowledge, any
of the other persons named in this Item 2, has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Each of Sandeep Reddy and N. Mal Reddy is a citizen of India.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated to read in its entirety as follows:
On October 7, 2002, VT Solutions entered into a Subscription Agreement (the
"Subscription Agreement") with the Company pursuant to which VT Solutions agreed
to purchase an aggregate of 4,069,767 equity shares. A copy of the Subscription
Agreement is attached as Exhibit 2 hereto. Also on October 7, 2002, VT Solutions
entered into the Investor Rights Agreement with the Company, Satyam and SAIF.
The Investor Rights Agreement provides for, under certain conditions, the
designation by each of VT Solutions, SAIF and Satyam of one or more members of
the board of directors of the Company. By virtue of the Investor Rights
Agreement, Venture Tech may be deemed a group with Satyam and SAIF within the
meaning of Section 13(d)(3) of the Act, and as a result, to have beneficial
Page 5 of 8
ownership of the ADSs and/or equity shares beneficially owned by Satyam and
SAIF. Venture Tech disclaims such beneficial ownership. The Investor Rights
Agreement is attached as Exhibit 3 hereto.
On December 16, 2002, VT Solutions purchased an aggregate of 2,034,884
equity shares pursuant to the Subscription Agreement shares for a purchase price
equivalent to $3.5 million. On April 30, 2003, VT Solutions purchased an
aggregate of 1,017,442 equity shares pursuant to the Subscription Agreement for
a purchase price equivalent to $1.75 million.
On April 2, 2003, VT Solutions acquired an aggregate of 481,000 equity
shares from Sterling Commerce International, Inc., an existing shareholder of
the Company, for a purchase price of $325,000.
On April 30, 2003, VT Solutions, VT Assets and the Company entered into an
Assignment and Assumption Agreement (the "Assignment Agreement") pursuant to
which VT Solutions assigned to VT Assets, and VT Assets accepted from VT
Solutions, VT Solutions' rights and obligations to purchase an aggregate of
1,017,441 equity shares pursuant to the Subscription Agreement. A copy of the
Assignment Agreement is attached as Exhibit 3 hereto. On July 22, 2003, VT
Assets purchased an aggregate of 1,017,441 American Depositary Shares ("ADSs")
representing 1,017,441 equity shares pursuant to the Subscription Agreement and
the Assignment Agreement for a purchase price equivalent to $1.75 million.
The funds used by Venture Tech to acquire the ADSs and equity shares
described above were personal and affiliate funds.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and restated to read in its entirety as follows:
Venture Tech acquired and continues to hold the ADSs and equity shares
reported herein for investment purposes. Depending on market conditions and
other factors that Venture Tech may deem material to its investment decisions,
Venture Tech may purchase additional stock in the open market or in private
transactions. Depending on these same factors, Venture Tech may sell all or a
portion of the ADSs and equity shares in private transactions or in the open
market. Venture Tech has requested that the Company file with the Securities and
Exchange Commission a registration statement on Form F-3 registering the resale
under the Securities Act of 1933, as amended, of the ADSs held by VT Assets.
In connection with the purchase of equity shares, VT Solutions entered into
the Investor Rights Agreement, which contains provisions regarding, among other
things, the acquisition, registration, disposition and voting of equity shares
as well as certain provisions regarding the composition of the Company's board
of directors.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals which relate to any of the events described in clauses (a)
through (j) of the instructions to Item 4 of Schedule 13D of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Venture Tech may be deemed to own beneficially, pursuant to Rule
13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), an aggregate of 22,291,507 equity shares (including (i) 3,533,326 equity
shares held by VT Solutions, (ii) 1,017,441 ADSs representing 1,017,441 equity
shares held by VT Assets, 12,182,600 equity shares held by Satyam and 5,558,140
ADSs representing 5,558,140 equity shares held by SAIF), which represent
approximately 64.0% of the outstanding equity shares.
By virtue of the Investor Rights Agreement, Venture Tech may be deemed to
be a group with Satyam and SAIF within the meaning of Section 13(d)(3) of the
Exchange Act, and, as a result, to have beneficial ownership of the equity
shares beneficially owned by Satyam and SAIF. Venture Tech disclaims such
beneficial ownership.
VT Solutions has the power to vote or to direct the vote of, and to dispose
or to direct the disposition of, an aggregate of 4,550,767 equity shares
(including the 1,017,441 ADSs representing 1,017,441 equity shares held by
Page 6 of 8
VT Assets). VT Assets has the power to vote or to direct the vote of, and to
dispose or to direct the disposition of, an aggregate of 1,017,441 ADSs
representing 1,017,441 equity shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended to replace the first sentence of such Item with the
following:
The information set forth in Items 3 and 4 of the Statement, as amended by this
amendment, is hereby incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement, dated July 23, 2003, by and between Venture Tech
Solutions Private Limited and Venture Tech Assets Limited.
2. Subscription Agreement, dated October 7, 2002, by and between Venture
Tech Solutions Private Limited and Sify Limited (Incorporated by reference to
Exhibit 99.2 of Sify Limited's report on Form 6-K filed with the Securities and
Exchange Commission on October 25, 2002).
3. Investor Rights Agreement, dated October 7, 2002, by and among Sify
Limited, SAIF Investment Company Limited, Satyam Computer Services Limited and
Venture Tech Solutions Private Limited (Incorporated by reference to Exhibit 1
of the Statement).
4. Assignment and Assumption Agreement, dated April 30, 2003, by and among
Sify Limited, Venture Tech Solutions Private Limited and Venture Tech Assets
Limited.
Page 7 of 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of July 23, 2003
VENTURE TECH SOLUTIONS PRIVATE LIMITED
By: /s/ Sandeep Reddy
-----------------------------------
Name: Sandeep Reddy
Title: Director
VENTURE TECH ASSETS LIMITED
By: /s/ Sandeep Reddy
-----------------------------------
Name: Sandeep Reddy
Title: Director
Page 8 of 8