UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(AMENDMENT NO. 1)

(Mark One)

o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended March 31, 2008.

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                      to                     

o		SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Sify Technologies Limited

(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation at Registrant’s name into English)

Republic of India
(Jurisdiction of incorporation or organization)

Tidel Park, 2nd Floor
No. 4, Rajiv Gandhi Salai
Taramani, Chennai 600 113 India
(91) 44-2254-0770
(Address of principal executive offices)

M.P.Vijay Kumar, Chief Financial Officer
(91) 44 – 2254 -0770; Fax (91) 44 -2254 0771
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act

Title of each class		Name of each exchange on which registered
American Depositary Shares, each representing one Equity Share, par value Rs.10 per share		NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act

Title of each class		Name of each exchange on which registered
None		Not Applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act

Title of each class
None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

     55,637,082 Equity Shares were issued and outstanding as of March 31, 2008.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No  þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes þ No  o

Note –Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o     Accelerated filer þ     Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP o		IFRS as issued by the IASB þ		Other o

Indicate by check mark which financial statement item the registrant has elected to follow

Item 17 o Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

 

 

EXPLANATORY NOTE

     This Amendment No. 1 on Form 20-F/A (this “Amendment No.1”) to the Annual Report on Form 20-F for the year ended March 31, 2008, filed with the Securities and Exchange Commission (the “SEC”) on October 14, 2008 (the “Original Form 20-F”) by Sify Technologies Limited (the “Company”), is filed solely to file the corrected certifications of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15(d)-14(a) under the Securities Exchange Act of 1934, as amended, as Exhibits 12.1 and 12.2, respectively. Such certificates filed with the Original Form 20-F inadvertently omitted a required reference to the Company’s internal control over financial reporting.

     Other than as described above, this Amendment No.1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the Original Form 20-F or reflect any events that have occurred after the filing date of the Original Form 20-F. Among other things, forward-looking statements contained in the Original Form 20-F have not been revised to reflect events, results or developments that occurred or facts that became known to us after the original filing date, and such forward-looking statements should be read in their historical context.

SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date: March 19, 2009

Exhibit Index

Number		Description
12.1		Rule 13a-14(a) Certification of Principal Executive Officer
12.2		Rule 13a-14(a) Certification of Principal Financial Officer
13.1		Section 1350 Certification of Principal Executive Officer
13.2		Section 1350 Certification of Principal Financial Officer