Form 6-K REDIFF COM INDIA LTD For: Apr 27

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

April 27, 2016

Commission File Number: 000-30735

 

Rediff.com India Limited

(Translation of registrant's name into English)

 

1^st Floor, Mahalaxmi Engineering Estate, L.J. First Cross Road

Mahim (West), Mumbai 400 016

(Address of principal executive office)

 

_____________________

 

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F þ          Form 40-F o

 

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes o                      No þ

 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)):

 

This report on Form 6-K shall be deemed to be incorporated by reference in the Registration Statements on Form S-8 (File Nos. 333-111432, 333-121773, 333-143836 and 333-143837) filed with the Securities and Exchange Commission and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

On April 27, 2016, Rediff.com India Limited notified NASDAQ of its intention to voluntary delist its American Depository Shares and issued a press release announcing such intention. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:   April 27, 2016	Rediff.com India Limited
	(Registrant)
	By:  /s/ Swasti Bhowmick
	Name: Swasti Bhowmick
	Title: Chief Financial Officer

 

 

 

 

 

[SIGNATURE PAGE TO FORM 6-K]

EXHIBIT NO.	DESCRIPTION
99.1	Press release issued by the registrant dated April 27, 2016.

 

 

 

 

Exhibit 99.1

 

 

 

REDIFF.COM INFORMS NASDAQ OF INTENT TO

WITHDRAW AMERICAN DEPOSITORY SHARES FROM LISTING AND REGISTRATION

 

Mumbai, India, April 27, 2016 – Rediff.com India Limited (Nasdaq: REDF), an India-based internet company which delivers digital content and e-commerce marketplace services, today announced that it intends to file an application on Form 25 with the Securities and Exchange Commission (“SEC”) to voluntarily withdraw its American Depository Shares from listing on The Nasdaq Stock Market’s (“NASDAQ”) Capital Market. The text of the notice to NASDAQ is set forth below. Following the filing of the Form 25, the Company intends to deregister its ADSs and to cease publicly filing its periodic reports with the SEC.  Rediff anticipates that its 20-F for the fiscal year ended March 31, 2015 will be its last publicly filed periodic report.  Shares of Rediff’s ADSs are expected to continue trading on the OTC Pink Marketplace following delisting and deregistration.

 

Rediff noted that the reasons for its withdrawal from listing and registration relate to the cost of filing periodic reports with the SEC and meeting other applicable regulatory requirements, which are prohibitive for Rediff at this time in light of its current financial position.  Accordingly, Rediff believes it is in the best interests of shareholders at this time to significantly reduce such expenses, and that the anticipated cost savings from this action more than offset the benefits of being a reporting company.

 

As previously disclosed, Rediff was informed on February 3, 2016 by the Listing Qualifications Department of The Nasdaq Stock Market that its ADSs were subject to delisting from the Nasdaq Capital Market. Rediff believes that it may be difficult and expensive to seek to regain compliance with the NASDAQ continued listing requirements, and therefore has determined to voluntarily delist from NASDAQ.  Rediff does not intend at this time to arrange for a listing, registration or quotation on another national securities exchange or quotation medium.

 

Commenting on the announcement, Rediff’s Chairman and Chief Executive Officer, Ajit Balakrishnan, stated, “The decision by Rediff’s Board of Directors to deregister and leave the Nasdaq Capital Market was made after careful consideration of the advantages and disadvantages of being a SEC reporting company including the high costs and demands on management’s time arising from compliance with the many SEC and Sarbanes-Oxley requirements.  The current economic climate has not only impacted the capital markets, but the digital advertising industry as well.  As such, we are constantly looking for ways to reduce costs and increase shareholder value as we continue to focus our efforts on growing the core business and leveraging our comprehensive on-line offerings.”

 

  

Text of the notice to NASDAQ

April 27, 2016

 

NASDAQ

805 King Farm Blvd.

Rockville, MD 20850

 

Re: Rediff.com India Limited

 

To whom it may concern:

 

This is to notify you pursuant to Rule 12d2-2(c)(2) of the Securities and Exchange Act of 1934 (the “Act”) and Nasdaq Marketplace Rule 5840(j), that Rediff.com India Limited (the “Company”) intends to file an application on Form 25 to notify the Securities and Exchange Commission of the Company’s withdrawal of its American Depository Shares from listing on the Nasdaq Capital Market, and the Company’s intention to withdraw such shares from registration under Section 12(b) of the Act.

 

Please be further advised of the following material facts relating to the reasons for the withdrawal from listing and registration:

 

• The cost of filing periodic reports with the SEC pursuant to the Act and meeting other applicable regulatory requirements is prohibitive for the Company in light of its current financial position.
• The Company believes that it is in the best interests of its shareholders to significantly reduce expenses by ceasing to be a reporting company, and that the cost savings realized outweigh the benefits of being a reporting company.
• On February 3, 2016, the Company received notice from NASDAQ that it has failed to satisfy the minimum bid price requirement of $1.00 per share continued listing standard (Listing Rule 5550(a)(2)).
• The Company believes that it may be difficult and expensive to try to regain compliance with the Nasdaq continued listing requirements, and therefore has determined to voluntarily delist from Nasdaq.
• The Company has not, and does not intend to at this time, arrange for listing, registration or quotation on another national securities exchange or quotation medium.

 

Please let me know should you require any additional information.

 

Very truly yours,

/s/Swasti Bhowmick

Chief Financial Officer

 

 

 

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