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---------------------- Forwarded by Donna Lowry/HOU/ECT on 06/06/2000 04:51 PM --------------------------- From: Donna Lowry on 06/06/2000 03:44 PM To: Michael Norris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Mary Perkins/HOU/ECT@ECT, Rajesh Agarwal/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Gopalakrishnan Subramaniam/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lauren Hagerty/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Raj Thapar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rajesh Shekhar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rahul Basu/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: Genesys Is there any way for Goldman to trade through a Bombay broker to sell the shares? Is Enron Distribution Ventures MHC authorized to trade on the Bombay exchange? This deal is going to be a challenge to sort through some of the issues. We have one group in Enron that should be trading equities for the Enron companies and I am trying to determine how, given the issues listed below, we can accomplish this. Is it an alternative to set up a broker account in India and have one of the traders from the equity trading group listed as authorized to execute trades on behalf of EDV MHC. I am not familiar with India law so the lawyers will need to verify that the entity is authorized to trade on the exchange. What is the time frame on wanting to sell the shares? Donna To: Mary Perkins@ECT, Rajesh Agarwal/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Donna Lowry@ECT, Gopalakrishnan Subramaniam/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lauren Hagerty/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Raj Thapar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rajesh Shekhar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rahul Basu/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: Genesys Proceeds from sale of Genesys shares must be routed through a Mauritius bank account of Enron Distribution Ventures MHC. This is important to maintaining EDV's Mauritius tax residency and therefore qualifying for exemption from India capital gains tax under the Indo/Mauritius Treaty. Rajesh Agarwal 06/06/2000 04:44 AM To: Donna Lowry@ECT cc: Gopalakrishnan Subramaniam/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lauren Hagerty/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Raj Thapar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Michael Norris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rajesh Shekhar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rahul Basu/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: Genesys A brief background on the company is provided below to answer the questions raised: Genesys International Corporation Limited is an Indian company. It was listed on Bombay Stock Exchange (BSE) on Monday June 6, 2000 and is traded on the B2 group on the (BSE) under ticker code 6109. We have purchased 190,000 shares at Rs. 225 per share (total of Rs. 42.75 million). (The site for the BSE is www.bseindia.com.) 1) The shares are owned by Enron Distribution Ventures MHC Limited (Mauritius Based). The physical share certificates are with Enron India in a vault in a bank 2) There is no lock up restriction on the shares purchased by us and we are free to sell these shares. 3) I am not clear on the materal non-public information and who would need to give the certification. Could you clarify where the requirement for the certification arises, and send me a copy of the form of the certificate. 4) We would need a broker in India who is authorised to deal on the BSE to execute the transactions, A person acting on behalf of Enron Distribution Ventures MHC Limited Mauritius would need to enter into the relevant agreements and authorisations 5) I do not think that Goldman Sachs would be able to sell these shares on our behalf on the BSE as we would need a broker here in India to execute the deal Under Indian Regulations, the proceeds from the sale of shares on behalf of the foriegn company needs to be deposited in a rupee bank account and then can be onward remitted to Enron Distribution Ventures MHC Limited account. The bank has the responsibility of carrying out the due diligence for adherence to the current Reserve Baank of India rules regarding sale of shares in the Indian Market by an overseas company. I hope that I have provided the relevant information required. In addition, I have enclosed a copy of the DASH for your reference. Donna : Would request you to advise us on how to proceed further on this one. Regards Donna Lowry@ECT 05/06/2000 20:36 To: Gopalakrishnan Subramaniam/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lauren Hagerty/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Raj Thapar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rajesh Agarwal/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Subject: Re: Genesys I have several questions: 1. Where are the private shares held and in what name? 2. Is there a lock up agreement on our ability to sell our shares after the IPO? 3. Does anybody have material non-public info on the company and if not, I will need a certification from such people to that effect. 4. Who is going to be responsible for executing broker agreements & preparing corporate resolutions, trading authorizations etc. 5. Morgan Stanley will not be able to clear the trade, however, Goldman Sachs will be able. We need account information necessary to set it up such as name, TIN etc. John Greene in Kinnemans shop will be actually placing the trades and he needs to be listed with trading authorization. Before anything can be sold, we need to get the back office stuff set up properly. so whoever has appropriate info, please contact me asap. Thanks .Donna Lowry Enron Global Finance From: Mary Perkins 06/05/2000 09:39 AM To: Gopalakrishnan Subramaniam/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Lauren Hagerty/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Raj Thapar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rajesh Agarwal/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Donna Lowry/HOU/ECT@ECT Subject: Re: Genesys Subbu, Thanks for the information. This type of transaction has to go through our securities trading process. The first stop is Donna Lowry. She must be involved in any transaction of this type. She is on e-mail or you can reach her by phone at 713 853 1939. She will then direct you to a trader in Jeff Kinneman's group. Current policy is that all market trades must be done through Jeff Kinneman's group. Generally, Morgan Stanley is used as the custodian. Their ability to provide services for India needs to be sorted out quickly. Work this out with Donna and the trading group. This will have to move quickly to meet your timeframe. Please contact Donna right away. Mary FYI - if you recall, a bank account was not opened for Enron Distribution Ventures in Mauritius. The funds were sent directly by its owner. Can the proceeds of the sale go this way too or do we now need a Mauritius account? Let's try to avoid it if we can - let me know. Gopalakrishnan Subramaniam@ENRON_DEVELOPMENT 06/05/2000 12:11 AM Sent by: Subramaniam Gopalakrishnan@ENRON_DEVELOPMENT To: Mary Perkins@ECT, Lauren Hagerty/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Raj Thapar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rajesh Agarwal/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Genesys Enron Distribution Ventures MHC Ltd. has invested in shares of Genesys , an Indian company which is being listed on the Bombay Stock Exchange. ( Approx USD 1mio ) We have to open a custodial a/c for this company so that we are in a position to dispose a part of the holding at an appropriate time. I am enclosing a copy of the documents sent across to Lauren in this regard. Could you pl advise us whether Enron has any policy directive/ relationship issues on this matter ?? Thanx Subbu Rajesh Agarwal 06/03/2000 05:06 PM To: Lauren Hagerty/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Jana L Paxton/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Gopalakrishnan Subramaniam/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Custodial Account for Genesys Hi, Lena has directed me to you for the documentation required for the belowmentioned account opening. We need this account for efffecting the sale of the Genesys shares in the secondary market under the existing GoI regulations. A suggestion I have is that in case the Mauritius venture has an account with a bank which has an Indian arm, we can open the account with the same bank in India as this would save us some trouble while remitting the funds back to the Mauritius venture. I need your urgent help on this one as the shares get listed on Monday and we may want to sell some by Tuesday/Wednesday Thanks and Regards Rajesh ---------------------- Forwarded by Rajesh Agarwal/ENRON_DEVELOPMENT on 03/06/2000 16:54 --------------------------- Rajesh Agarwal 02/06/2000 12:59 To: Lena Kasbekar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Raj Thapar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rahul Basu/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Custodial Account for Genesys Hi Lena, For the sale of the Genesys shares in the Indian Market, we would have to open a custodial account for depositing the sale proceeds from the shares. The documents required form us for the account opening are as mentioned below. Could you please help me to get a copy of the same to proceed with the account opening. In addition I also need your go ahead for the agreements (attached below) which we will have to enter into with the Bank. Request a feedback asap so that we can get the account operational by tuesday as the shares get listed next week. Thanks! ---------------------- Forwarded by Rajesh Agarwal/ENRON_DEVELOPMENT on 02/06/2000 13:11 --------------------------- abraham.george@db.com on 01/06/2000 15:17:08 To: rajesh.agarwal@enron.com cc: hari.chaitanya@db.com, sanjay.taneja@db.com Subject: New OCB account Hi Rajesh, Further to your discussion with Hari regarding an OCB account, please find below the list of documents required to open an account with Deutsche Bank. Memorandum and Articles of Association Certificate of Incorporation Tax Residence Certificate Offshore Certificate Power of Attorney Board Resolution appointing DB as custodians for security and cash accounts Authorised Signatory list Account opening forms duly signed with Copies of Passport and Photographs. RPC Application form (The company seal is required to be endorsed on this form) OAC certificate ( Overseas Auditors Certificate) Also the custody agreement, fee schedule and a service level agreement need to be executed. A draft copy of the custody agreemnet and the POA is attached for your reference. Custody Agreement Power of Attorney Please revert in case you have any questions thanks & kind regards, abby - custodyagreement.doc - poa-sept99.doc
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