6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
July 7, 2005

Commission File Number 000-27663

SIFY LIMITED

(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant’s name into English)

Republic of India
(Jurisdiction of incorporation or organization)

Tidel Park, Second Floor
No. 4, Canal Bank Road, Taramani
Chennai 600 113, India
(91) 44-254-0770
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20F 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 registrant in connection with Rule 12g3-2(b). Not applicable.

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits
Signatures
EXHIBIT INDEX
EXHIBIT 99.1

Item 1.01. Entry into a Material Definitive Agreement.

     On July 7, 2005, Sify Limited (“Sify”) entered into a Termination and Amendment Agreement (the “Agreement”) with three of its existing investors, Satyam Computer Services Limited (“Satyam”), SAIF Investment Company Limited (“SAIF”) and Venture Tech Solutions Private Limited (“Venture Tech”), a copy of which is attached as Exhibit 99.1. Pursuant to the Agreement, SAIF irrevocably terminated all of its rights and obligations pursuant to the Investor Rights Agreement, dated October 7, 2002, by and among Sify, Satyam, SAIF and Venture Tech.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits.

          99.1 Termination and Amendment Agreement by and among Sify Limited, Satyam Computer Services Limited, SAIF Investment Company Limited and Venture Tech Solutions Private Limited.

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: July 11, 2005

SIFY LIMITED
By:	/s/ R. Ramaraj
	Name:	R. Ramaraj
	Title:	Chief Executive Officer & Managing Director

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Termination and Amendment Agreement by and among Sify Limited, Satyam Computer Services Limited, SAIF Investment Company Limited and Venture Tech Solutions Private Limited.

EX-99.1

Exhibit 99.1

TERMINATION AND AMENDMENT AGREEMENT

     This Termination and Amendment Agreement (this “Agreement”) is effective as of April 19, 2005 by and among Sify Limited, a company with limited liability formed under the laws of the Republic of India (“Sify”), Satyam Computer Services Limited, a company with limited liability formed under the laws of the Republic of India (“SCS”), Venture Tech Solutions Pvt. Ltd., a company with limited liability formed under the laws of the Republic of India (“VentureTech”), and SAIF Investment Company Limited, a Mauritius corporation (“SAIF”).

Recitals

     A. Sify, SAIF, SCS and VentureTech are parties to an Investor Rights Agreement dated October 7, 2002 (the “Investor Rights Agreement”).

     B. Ravi C. Adusumalli, SAIF’s designee, has resigned from Sify’s Board of Directors effective April 19, 2005.

     C. SAIF desires to irrevocably terminate all of its rights and obligations pursuant to the Investor Rights Agreement.

     In consideration of the foregoing and for additional consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

Agreement

     1. All rights and obligations of SAIF pursuant to the Investor Rights Agreement are hereby irrevocably terminated. Without limiting the generality of the foregoing, it is expressly agreed that SAIF shall not have any right (a) to designate any persons for election or appointment to Sify’s Board of Directors pursuant to Section 7.3 of the Investor Rights Agreement, (b) to designate a replacement director pursuant to Section 7.4 of the Investor Rights, (c) to designate members of any committee of Sify’s Board of Directors pursuant to Section 7.5 of the Investor Rights Agreement, (d) to approve certain actions of Sify and its Board of Directors and/or stockholders pursuant to Section 7.10 of the Investor Rights Agreement or (e) to approve certain amendments to the charter documents of Sify pursuant to Section 7.11 of the Investor Rights Agreement; and that SAIF shall not have any obligations under Article II (Restrictions on Transfers of Shares) or Article III (Rights of First Offer, Tag-Along Rights and Drag Along Rights) of the Investor Rights Agreement.

     2. The termination of SAIF’s rights and obligations pursuant to the Investor Rights Agreement shall operate as an amendment of the Investor Rights Agreement as contemplated by Section 9.5(b) thereof.

     3. Except as expressly set forth in this Agreement, the provisions of the Investor Rights Agreement shall continue in full force and effect.

(Signature page follows)

     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Termination and Amendment Agreement as of the date first written above.

SAIF INVESTMENT COMPANY LIMITED
By:	/s/ Anthony R. Castellanos
	Name:	Anthony R. Castellanos
	Title:	Director

SIFY LIMITED
By:	/s/ R. Ramaraj
	Name:	R. Ramaraj
	Title:	MD and CEO

SATYAM COMPUTER SERVICES LIMITED
By:	/s/ B. Rama Raju
	Name:	B. Rama Raju
	Title:	Managing Director

VENTURE TECH SOLUTIONS PVT. LTD.
By:	/s/ Sandeep Reddy
	Name:	Sandeep Reddy
	Title:	Director