SecProbe.io

February 3, 2012
 Via E-mail

MP Vijay Kumar Chief Financial Officer Sify Technologies Limited Tidel Park, 2
nd Floor
No. 4, Rajiv Gandhi Salai, Taramani Chennai 600 113, India
Re: Sify Technologies Limited
 Form 20-F for the Fiscal Year Ended March 31, 2011
Filed October 13, 2011 Form 6-K Furnished October 26, 2011 Form 6-K Furnished January 30, 2012 File No. 000-27663

Dear Mr. Kumar:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            General

1. We note that you have a minority interest in  MF Global Sify Secu rities India Private
Limited and that MF Global Sify Securities Private Limited owns the majority interest.  Please explain to us how you considered whethe r to furnish a Form 6-K after MF Global
Holdings Ltd., the ultimate parent of MF Globa l Sify Securities Private Limited, filed for
bankruptcy on October 31, 2011.  See Gene ral Instruction B to Form 6-K.
2. As a related matter, please tell us how the bankruptcy of MF Global Holdings Ltd.
affected the valuation of your investment in MF Global Sify S ecurities India Private
Limited as of your most recent balance sheet date.  Please provide us with your analysis
pursuant to paragraphs 31 and 33 of IAS 28 in determining whether an impairment of

 MP Vijay Kumar Sify Technologies Limited February 3, 2012 Page 2
 your investment in this equity accounted inve stee has occurred during your most recent
fiscal quarter.
Form 20-F for the Fiscal Year Ended March 31, 2011

Item 5.  Operating and Financial Review and Prospects
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Liquidity and capital resources, page 52
3. Please tell us how you considered discussing the Indian regulations  that restrict your
ability to raise funds by issuing additional ADSs in the United States or  listing in India.
See Item 5.B.1 of Form 20-F.
4. We note that your disclosures regarding cash flows from operating activities do not
include a discussion of the reasons for the underlying changes in working capital items
that affect operating cash flows.  Please revi se your disclosures in  future filings to
address the material changes in  the underlying drivers relate d to these items.  See
Section IV.B.1 of SEC Release 33-8350.
Item 6.  Directors, Senior Management and Employees
Board Compensation, page 65
5. Notwithstanding your representations in your  March 16, 2009 response to comment 8 of
our letter dated February 9, 2009, you do not a ppear to have disclosed the date of
expiration of the current term of office of each of your directors, and members of your
administrative, supervisory or management bodi es.  See Item 6.C.1 of Form 20-F.  Please
advise.
Stock Ownership, page 66
6. Footnote 1 to the beneficial ownership ta ble states that “[a]ll 125,000,000 shares have
been allotted to Mr. Vegesna and his affilia ted entities, as all shares are issued and
outstanding.”  The footnote appears to be referencing the 125 million shares purchased in the October 2010 unregistered offering.  Please cl arify this in future filings by expanding
the footnote or including a cross-reference to a more detailed explanation elsewhere in
your annual report.

 MP Vijay Kumar Sify Technologies Limited February 3, 2012 Page 3
 Item 7.  Major Shareholders and Related Party Transactions

 Principal Shareholders, page 67

7. In the third sentence of this section, you stat e that beneficial owne rship includes “voting
and investment power with respect to equity  shares.”  Please note that beneficial
ownership also includes the power to rece ive the economic benefit of ownership of
securities.  See General Instruction F to Fo rm 20-F.  Please tell us whether you have
provided the disclosure required by Item 7 of Form 20-F for all shareholders that are the
beneficial owners of 5% or more of each class of your voting securities.  In addition,
please confirm that you will include disclosure consistent with Form 20-F’s definition of
beneficial owners in future filings.
Issuance of Equity Shares in private placement to the promoter group, page 69
8. It appears that your issuance of equity shares to your promoter group was done at a
discount to the trading price of your ADSs at the time of th e transaction.  Please explain
how you determined that additional disclosu re was not necessary.  See Item 7.B.1 of
Form 20-F.
Item 10.  Additional Information
Exchange Controls
Issue of shares by Indian co mpanies under ADR / GDR, page 81
9. Although you have included a general discussion of the laws that appear to currently
restrict your ability to currently issue any additional ADRs, please tell us how you
considered disclosing that you currently face such  restrictions.  See It em 10.D of
Form 20-F.
Item 18.  Financial Statements
Note 3.  Significant accounting policies
n.  Revenue
(i) Corporate network/data services, page 118
10. We note your disclosure that trading transactions relating to standard hardware and
software involve the arrangement of purchases  from suppliers and sales to customers and
that revenue is reported on a gross or net ba sis depending on a fact-s pecific evaluation of
such transactions.  Please tell us more about the nature of these tran sactions.  As part of
your response, describe the details of an arrangement that results in revenue being
reported gross and another when revenue is re ported net, including your  analysis pursuant

 MP Vijay Kumar Sify Technologies Limited February 3, 2012 Page 4
 to the example in paragraph 21 of IAS 18 IE in determini ng whether you are a principal
or an agent in the respective transactions.
(ii) Internet access services, page 119

11. We note that in connection with franchis ed cable network operators and cybercafé
operators, you charge an in itial non-refundable franchisee  fee in consideration for
establishing the franchisee relationship and providing certain initial services as described on page 119.  Please tell us whether you provide any additional services to the
franchisees during the period of  the respective agreements.  If so, please describe the
nature of such services and how the relate d revenue is recognized.  As part of your
response, please also tell us whether you charge  a separate fee to the franchised cybercafé
operators for rights to use the company’s logo, brand and trade names and, if so, how
such revenue is recognized.  Refer to the example in paragraph 18(c) of IAS 18 IE.
12. We note that in connection with electronic commerce transactions, you disclose that you
act in the capacity of an agen t rather than as the principal and that revenue is recognized
on a net basis based on the amount of the commission earned.  Based on this information, it appears your role is to fac ilitate transactions between buyers and sellers of third party
products and services, not your own products an d services.  Please confirm whether our
understanding is correct.  As part of your response, please tell us  what the “cost of
procuring merchandise for e-commerce sales” re lates to as noted from your discussion of
cost of goods sold and services rendered for online portal services and content offerings
on page 43.
13. We note your disclosure that in the case of  value-added services rendered using Sify’s
mobile telephone short code 54545, revenue  is recognized upon delivery of the
content/ring tones to the end subscriber and confirmation by the mobile phone service
provider.  Please tell us the means by which you receive confirmation by the mobile phone service provider and how timely this info rmation is received.  Please tell whether
there are time lags between s ubscriber activity and the recei pt of confirmation from the
mobile phone service provider.  If so, please tell us how long the time lag is, whether it
has ever spanned different reporting periods and how revenue recognition is impacted as
a result.
(iv) Other services, page 120

14. Please discuss the specific accounting guidan ce you follow with respect to your fixed
priced e-learning software development serv ices arrangements.  If you believe these
arrangements follow the example in paragra ph 19 of IAS 18 IE, please explain further
how the services described in your disclosure s (i.e., information presentation, structured
content delivery, content digitization a nd simulation based training) qualify as
customization services.  Further, please clarify the nature of services that relate to software development.

 MP Vijay Kumar Sify Technologies Limited February 3, 2012 Page 5
 Note 34.  Segment reporting, page 144

15. We note you have not provided information regarding the extent of your reliance on
major customers.  Please tell us how you have considered paragraph 34 of IFRS 8 in this regard.
Note 36.  Legal proceedings, page 148

16. We note that your disclosures regarding the securities class action lawsuit are unchanged
from those previously provided in your 2010 Form 20-F.  Please provide us with an
update on the status of this case and re lated preliminary approved settlement.
Additionally, discuss your cons ideration of paragraph 30 of IAS 37 as it relates to the
fiscal 2011 financial statements.  As part of your response, pleas e clarify whether the
insurers will pay your portion of the settle ment amount directly or reimburse amounts
paid by you and discuss how this will be reflected in your financial statements.
MF Global Sify Securities India Private Limited
IFRS Consolidated Financial Statements
As at March 31, 2011 and 2010 and for the year ended March 31, 2011, 2010 and 2009
Report of Independent Regist ered Public Accounting Firm
General
17. We note that you have not included in the f iling the audit report of Price Waterhouse
related to the consolidated fina ncial statements of MF Global Sify Securities India Private
Limited and its subsidiaries as of March 31, 2010 and for each of the two years in the
period ended March 31, 2010.  Please amend your Fo rm 20-F to include this audit report.
Item 19.  Exhibits
18. We note that you have not filed the consent of  ASA & Associates relating to their audit
report dated October 11, 2011 with respect to the consolidated financia l statements of MF
Global Sify Securities India Private Limited a nd its subsidiaries as of and for the year
ended March 31, 2011.  Please amend your Form 20-F to include this consent.

Form 6-K Furnished October 26, 2011
19. You state that you furnished th is report to provide furthe r information to investors
regarding your previously a nnounced unregistered offering of shares to your promoter
group.  The unregistered offering took place in  October 2010 and was discussed in prior
Forms 6-K furnished on August 31, 2010, November 15, 2010, and September 8, 2011.  Please explain to us why you di d not provide this additiona l information to investors

 MP Vijay Kumar Sify Technologies Limited February 3, 2012 Page 6
 promptly after the unregistered offering.  See General Instruction B of Form 6-K.
20. The Form 6-K does not explain why the shares  appear to have been issued to your
promoter group at a discount to the tradi ng price of your ADSs at the time of the
transaction.  In addition, it doe s not clarify that although your  shareholders approved the
unregistered offering, members of your promoter group appe ar to have beneficially
owned greater than 50% of your equity sh ares during the share holder vote.  Please
explain to us how you analyzed  whether this information is  material to investors.

Form 6-K Furnished January 30, 2012

21. We note your disclosure of “EBIDTA” in your  press release.  Please tell us how you
considered the presentation and reconciliation requirement s included in Item 100(a)(1)
and (2) of Regulation G.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Jennifer F ugario, Staff Accountant, at  (202) 551-3482 if you have
questions regarding comments on th e financial statements and related matters.  If you have any
other questions, please contact Ev an Jacobson, Staff Attorney, at  (202) 551-3428 or Barbara C.
Jacobs, Assistant Director, at (202) 551-3735.  If you require further assistance, do not hesitate to
contact me at (202) 551-3406.
Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief