SecProbe.io

Mail Stop 4561         February 9, 2009  M P Vijay Kumar   Chief Financial Officer Tidel Park, 2nd Floor No. 4, Rajiv Gandhi Salai Taramani, Chennai 600 113 Republic of India
Re: Sify Technologies Limited
 Form 20-F for Fiscal Year Ended March 31, 2008
Filed October 14, 2008 Forms 6-K Filed Jan uary 23, 2009
 File No. 000-27663

Dear Mr. Kumar:

We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for Fiscal Year Ended March 31, 2008

Risk Factors
“We may not be able to maintain our Nasdaq Global Market listing,” page 17
1. Please tell us whether, as a foreign priv ate issuer, you claim any exemptions from
the Nasdaq listing requirements.   We note your disclosure on page 22 that you

M P Vijay Kumar
Sify Technologies Limited
February 9, 2009 Page 2
benefited from exemptions from Nasdaq  requirements in connection with your
initial public offering.

Item 5. Operating and Financial Review and Prospects

Results of Operations

Year ended March 31, 2008 compar ed to year ended March 31, 2007
 Revenues, page 37

2. We note your disclosure that cybercafé re venues decreased due to unexpected rent
increases on the cybercafé premises.  Pleas e clarify for us why an increase in rent
resulted in decreased revenue.  Refer to authoritative accounting guidance as
appropriate.
3. You indicate that your online portal and content offerings division experienced a
decrease in revenue in fiscal 2008 partia lly due to a drop in corporate orders
resulting from management’s decision to sl ow down the growth of this business.
Please tell us whether you consider the re venue decrease to be a trend and, if so,
how you considered providing enhanced disc losure as to the expected impact of
the trend and the basis for management’s decision.  See Item 5.D. of Form 20-F .

Liquidity and Capital Resources, page 40
 4. Your disclosure in this section does not appear to meet all of the requirements of item 5.B.1 of Form 20-F.  For example, you do not provide a description of your
internal and external sources of liquidity  or include a statement regarding whether
you believe your working capital is sufficien t to meet your present requirements.
You also do not discuss any of you borro wing facilities although you disclose in
Note 40 to your Consolidated Financial Statements that you have unused lines of
credit with several banks.  Please advise.
5. We note your disclosure that your accounts receivable increased in fiscal 2008
versus fiscal 2007 due to more relaxed cred it policies.  Please explain to us the
significant changes in the terms of your credit policies that occurred in fiscal
2008.  As part of your response, tell us wh ether the changes to your credit policies
represent a significant uncer tainty related to your allowance for doubtful accounts
that requires additional disclosure pursua nt to Item 5.D. of Form 20-F.  In
addition, tell us how you evaluated any impact on your revenue recognition policies.

M P Vijay Kumar
Sify Technologies Limited
February 9, 2009 Page 3  Item 6.  Directors, Senior Management and Employees

 Officer Compensation, page 48

 6. The summary compensation table on page  48 indicates that  several of your
executive officers received bonuses during fi scal year 2008.  Please tell us if the
bonuses were paid pursuant to a bonus or  profit sharing plan.  If so, please
provide a brief description of the plan  and the basis upon which your executives
participated in the plan.  See Item 6.B.1 of Form 20-F.
  7. We note that you have not disclosed a ny amounts that you have set aside or
accrued to provide pension, retirement or similar benefits to your directors or
executive officers.  See Item 6.B.2 of Fo rm 20-F.  However, Note 4j to your
Consolidated Financial Statements indi cates that you have a defined benefit
retirement plan that covers all of your employees.  Please advise.

Board Composition, page 49

8. Please tell us whether Messrs. Mouli and Raju are subject to re-election by your shareholders to your board of directors.  If so, please tell us the expiration dates
for their current terms of office.  See Item 6.C.1. of Form 20-F.  Please also tell us
whether you have service contracts with any of your directors that provide
benefits upon termination of employment.   See Item 6.C.2. of Form 20-F.

Stock Ownership, page 50

9. In future filings, please provide information in the table on each of the persons listed in response to Item 6.B. of Form 20-F on an individuali zed basis and state
whether the dashes in the table indicate that the beneficial owner holds less than
one percent of the class.  S ee Instruction to Item 6.E of Form 20-F.  To the extent
Mr. Raju Vegesna holds options, inform ation regarding the options should be
included in the table pursuant to Item 6.E of Form 20-F.  With respect to Mr. Anand Raju Vegesna, please clarify whet her, excluding the forfeited shares, he
holds less than one percent of the equity shares.

Item 15.  Controls and Procedures, page 70

10. We note your statement that “[i]n designing and evaluating the disclosure controls
and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasona ble assurance of
achieving the desired control objectives….”  Accordingly, your disclosure should state clearly, if true, that  your principal executive offi cer and principal financial
officer concluded that your disclosure c ontrols and procedures were effective at
that reasonable assurance leve l.  Please refer to Section II.F.4 of Management’s

M P Vijay Kumar
Sify Technologies Limited
February 9, 2009 Page 4
Report on Internal Control Over Financ ial Reporting and Certification of
Disclosure in Exchange Act Peri odic Reports, SEC Release No. 33-8238,
available on our website at < http://www.sec.gov/rules/final/33-8238.htm
>. Please
confirm that your disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report and
provide us with a representation that you will provide conforming disclosure in
future filings.
 11. It appears that your effec tiveness conclusion regarding your disclosure controls
and procedures is qualified with respect to your investments in certain unconsolidated entities.  As such, it is unclear whether your disclosure controls
and procedures, as defined in Rules 13a-15(e) and 15d-15(e), were in fact
effective.  Please tell us the basis for th is qualification.  If you conclude there is
no basis for this qualification, please tell us whether your disclosure controls and procedures were effective, without qua lification, for the period covered by the
annual report and remove the qualifying language in future filings.

Changes in Internal Control over Financial Reporting, page 72

12. We note your disclosure there were no “mat erial” changes in our internal control
over financial reporting that have material ly affected or are reasonably likely to
materially affect our internal control ove r financial reporting.   Please tell us
whether there was “any” change in your in ternal control over financial reporting
that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materi ally affect, your internal control over
financial reporting.  See Item  15(d) of Form 20-F.  Please revise your disclosure
in future filings to conform to the item requirement.

Item 18.  Financial Statements

Note 4.  Significant Accounting Policies
 n.  Export Benefits, page 97

13. We note you recognize import duty entitlements under the Serving from India
Scheme in the year you export services , provided there is no significant
uncertainty as to the amount of and your ability to use the entitlement.  Please
provide us with your analysis of the authoritative guidance that supports your
accounting treatment of these entitlements.

M P Vijay Kumar
Sify Technologies Limited
February 9, 2009 Page 5   Note 12.  Lease Prepayments, page 104

14. Please tell us more about the terms and conditions of your leasehold land
prepayments.  As part of your response, e xplain to us the nature of the land, the
length of the lease, your intended us e for the land, whether there are any
restrictions on the use of the land, wh ether the lease requires you to make
improvements on the land, the identity of the counter-parties to  the arrangements
and their relationship to the company, and whether or not you have committed to any additional payments related to the lease.

Item 19.  Exhibits, page 161
 Exhibits 12.1 & 12.2

15. We note that your certifications were not filed in the exact form as outlined in
Exhibit Instruction 12 to the Form 20-F.  Specifically, the introductory text to
paragraph 4 does not refer to your cer tifying officers’ responsibility for
establishing and maintaining internal control over financial reporting for the
company.  In addition, the lead sentence of the certifications includes the title of
the certifying officer and the company na me.  Please amend your annual report to
file certifications in the exact form as outlined in Exhibit Instruction 12 to the
Form 20-F.  Note that you may provide an abbreviated amendment that consists
of a cover page, explanatory note, signatu re page and paragraphs 1, 2, 4 and 5 of
the certification.
 Form 6-K Filed January 23, 2008 Related to Shareholder Approval of Merger

16. We note that after having withdrawn the related party merger transaction between
Sify Technologies Limited and your subs idiary Sify Communications Limited,
you have determined to proceed with the merger and have sought shareholder approval of the transactio n.  Please tell us what consideration you gave to
providing a more detailed explanation as to why the company initially pursued the
merger, withdrew it, and then decided recently to proceed with the planned
merger and the factors that affect ed the timing of those decisions.

Form 6-K Filed January 23, 2009 Related to  Unaudited Interim Financial Results

17. We note that when filing your interim fi nancial information on Form 6-K, you
routinely file only an unaud ited income statement.  Pl ease tell us whether you are
required under the laws of the Republic  of India or by NASDAQ to publicly
disclose full interim financial statements.

M P Vijay Kumar
Sify Technologies Limited
February 9, 2009 Page 6  18. We note you disclose a number of non-fi nancial indicators in your Form 6-K.
Tell us whether you consider any of thes e non-financial indicators to be key
indicators of your financial condition a nd operating performance as addressed in
Section III.B.1 of SEC Release 33-8350.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Mark Sh annon, Staff Accountant, at  (202) 551-3299 if you have
any questions regarding comments on the fina ncial statements and related matters.
Please address questions rega rding all other comments to  Matthew Crispino, Staff

M P Vijay Kumar
Sify Technologies Limited February 9, 2009 Page 7  Attorney, at (202) 551-3456 or Maryse Mi lls-Apenteng, Staff Attorney, at (202) 551-
3457.  If you need further assistance, you may contact me at (202) 551-3451.
        S i n c e r e l y ,           Mark Kronforst
Accounting Branch Chief