fyi
---------------------- 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