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<SEC-DOCUMENT>0000891618-05-000029.txt : 20050118
<SEC-HEADER>0000891618-05-000029.hdr.sgml : 20050117
<ACCEPTANCE-DATETIME>20050118172608
ACCESSION NUMBER:		0000891618-05-000029
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050118
FILED AS OF DATE:		20050118
DATE AS OF CHANGE:		20050118

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SIFY LTD
		CENTRAL INDEX KEY:			0001094324
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-27663
		FILM NUMBER:		05534483

	BUSINESS ADDRESS:	
		STREET 1:		TIDEL PARK, 2ND FLOOR
		STREET 2:		NO. 4, CANAL BANK ROAD, TARAMANI
		CITY:			CHENNAI 600 113
		STATE:			K7
		BUSINESS PHONE:		91442540770

	MAIL ADDRESS:	
		STREET 1:		TIDEL PARK, 2ND FLOOR
		STREET 2:		NO. 4, CANAL BANK ROAD, TARAMANI
		CITY:			CHENNAI 600 113
		STATE:			K7

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SATYAM INFOWAY LTD
		DATE OF NAME CHANGE:	19990901
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>f04680e6vk.htm
<DESCRIPTION>FORM 6-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e6vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



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<HR size="1" noshade color="#000000" style="margin-top: -10px">




<P align="center" style="font-size: 14pt"><B>United States<BR>
Securities and Exchange Commission</B>

<DIV align="center" style="font-size: 10pt"><B>Washington, DC 20549</B></DIV>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="26%" align="center" color="#000000">


<P align="center" style="font-size: 18pt"><B>FORM 6-K</B>


<P align="center" style="font-size: 10pt"><HR size="1" noshade width="26%" align="center" color="#000000">



<P align="center" style="font-size: 10pt"><B>Report of Foreign Private Issuer<BR>
Pursuant to Rule&nbsp;13a-16 or 15d-16 of the Securities Exchange Act of 1934</B>



<P align="center" style="font-size: 10pt">Date of Report (Date of earliest event reported):<BR>
<B>January&nbsp;18, 2005</B>



<P align="center" style="font-size: 10pt"><B>Commission File Number 000-27663</B>


<P align="center" style="font-size: 14pt"><B>SIFY LIMITED</B>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>



<P align="center" style="font-size: 10pt"><B>Not Applicable</B><BR>
(Translation of registrant&#146;s name into English)



<P align="center" style="font-size: 10pt"><B>Republic of India</B><BR>
(Jurisdiction of incorporation or organization)



<P align="center" style="font-size: 10pt"><B>Tidel Park, Second Floor<BR>
No.&nbsp;4, Canal Bank Road, Taramani<BR>
Chennai 600 113, India<BR>
(91)&nbsp;44-254-0770</B><BR>
(Address of principal executive offices)



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F. Form&nbsp;20F <FONT face="wingdings">&#254;</FONT> Form&nbsp;40 F <FONT face="wingdings">&#111;</FONT>


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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&nbsp;12g3-2(b) under the
Securities Exchange Act of 1934. Yes <FONT face="wingdings">&#111;</FONT> No <FONT face="wingdings">&#254;</FONT>


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">If &#147;Yes&#148; is marked, indicate below the file number assigned to registrant in connection with Rule
12g3-2(b). Not applicable.


<P>
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<HR size="4" noshade color="#000000" style="margin-top: -10px">





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January&nbsp;18, 2005, Sify Limited announced its U.S. GAAP results for the fiscal quarter ended
December&nbsp;31, 2004. A copy of the press release is attached hereto as Exhibit&nbsp;99.1. The
information and documents furnished in this report shall not be deemed to be &#147;filed&#148; for purposes
of Section&nbsp;18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>Signatures</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">Date: January&nbsp;18, 2005



<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
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    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>SIFY LIMITED</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Anil Ahuja
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Anil Ahuja&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;Index</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="11%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="84%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated January&nbsp;18, 2005</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>f04680exv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

PRESS RELEASE


  SIFY REPORTS US GAAP RESULTS FOR THE THIRD QUARTER ENDED 31ST DECEMBER, 2004

             COMPANY'S REVENUES GROW 33% OVER SAME PERIOD LAST YEAR;
                        INCREASED 10% OVER PRIOR QUARTER.

                INVESTS IN NETWORK AND NEW BUSINESSES FOR GROWTH


CHENNAI, INDIA, JAN 18, 2005: Sify Limited (Nasdaq National Market: SIFY),
India's premier Internet, network and e-Commerce Services Company, announced
today its consolidated US GAAP results for the third quarter ended December 31,
2004.

PERFORMANCE HIGHLIGHTS:

     o    Revenues grew to $21.85 million, a 33% increase over the same quarter
          last year.
     o    Sify made cash profits of $1.09 million (in terms of adjusted EBITDA)
          compared to a cash profit of $1.02 million for the same period last
          year. (See the reconciliation below of Adjusted EBITDA to the
          Company's GAAP operating results.)
     o    Adjusted EBITDA, excluding foreign exchange translation losses, for
          the quarter was $1.85 million, a growth of 74% over $1.07 million for
          the same period last year.
     o    The company reduced its net loss for the quarter to $2.20 million from
          a net loss of $2.37 million for the same quarter last year.
     o    Sify had a positive cash flow of $0.47 million after capital
          expenditures of $3.33 million. This is Sify's fifth consecutive
          quarter of being free cash flow positive.
     o    Cash balance at the end of the quarter was $36.7 million

MR. R RAMARAJ, MANAGING DIRECTOR AND CEO, SIFY, said, "Our revenues continue to
grow steadily. We are confident that the investments made in the last quarter to
expand our network to support our large enterprise wins, and to establish
resources for our International Remote Infrastructure Management Services will
translate into additional revenue streams in the future. The alliance with
Global Crossing has started to benefit our customers with extended global reach
as they pursue international business opportunities, while Global Crossing's
customers will benefit from reach across India. We continue to grow our revenues
while increasing efficiencies to generate cash from operations. We are pleased
that this was the fifth consecutive quarter where we have been free cash flow
positive."

MR. GEORGE ZACHARIAS, PRESIDENT AND COO, said, "We continue to grow our
corporate businesses, both new customers and additional business from existing
customers. We also increased the number of our iWay cyber cafes, and grew the
broadband customer base. Our portal business developed a revamped, new home page
on www.sify.com. Revenues from content services for mobile telephones continued
strong growth over the previous quarter, as well as the number of advertisers on
the portal. In addition, we have renewed advertising alliances with major online
service providers such as Monster.com."
<PAGE>

SUMMARIZED RESULTS:
(In $ million, all translated at $1 = Rs 43.27)

<TABLE>
<CAPTION>
Description                                      Quarter ended          Quarter ended   Year ended
                                                  31 December               30 Sep       31 March
                                               2004          2003            2004          2004
                                            ---------      ---------      ---------      ---------
<S>                                         <C>            <C>            <C>            <C>
Corporate services                          $   12.13      $    8.08      $   11.05      $   32.25
Retail Internet access                           8.73           6.40           7.85          25.16
Portals                                          0.61           0.40           0.57           1.94
Other                                            0.38           1.56           0.42           5.39
Sales revenue                               $   21.85      $   16.44      $   19.89      $   64.74

Adjusted EBITDA*                            $    1.09      $    1.02      $    1.77      $    1.95
o
Depreciation and amortization                   (3.37)         (3.23)         (3.29)        (13.22)
Below EBITDA share of affiliates                (0.20)         (0.51)         (0.15)         (1.57)
Profit on business sold/discontinued             0.00           0.00           0.36           3.20
Net interest                                     0.28           0.35           0.24           1.06
Tax
Net income/(loss)                           $   (2.20)     $   (2.37)     $   (1.07)     $   (8.58)

Adjusted EBITDA*/(loss) $/share             $    0.03      $    0.03      $    0.05      $    0.06

Net income/(loss) $/share                   $   (0.06)     $   (0.07)     $   (0.03)     $   (0.25)
</TABLE>

*Adjusted EBITDA represents net income (loss) before interest, income tax,
depreciation and amortization, impairment of intangible assets, and results
involving discontinued operations or non-operating assets. Please see the
section entitled "Non-GAAP Financial Information" below.

CORPORATE SERVICES:

Sify's corporate services contributed 55.5% of the revenues for the quarter. The
third quarter had a number of wins for connectivity services, and growth in
business from many existing clients.

New orders for Internet connectivity services were received from Airtel, Cable &
Wireless, India Comnet and Mastek. IP VPN service contracts were signed with
Elder Pharma, Khaitan and Nestle. Repeat contracts were received from Amazon,
CLI3L, GE, Google, MensaMind, MindTree, Oracle and Satyam for Internet
connectivity services. Orders for IP VPN services were extended by major
customers such as HDFC Standard Life, Hutch, Group 4, Perfetti and Wipro.

Sify further strengthened its presence in the Retail Distribution segment by
integrating 26 stores of Vishal Megamart, a leading chain of retail stores in
Northern India. Services to Vishal stores include video conferencing and data
connectivity between the stores. We were also contracted

<PAGE>

for the integration of Hutch shops, a mobile shopping initiative of one of the
premium mobile service providers in India.

In December 2004, the Department of Telecommunications (DoT) issued guidelines
for amending the ISP licenses to include IP VPN services. The new guidelines
require an entry fee of Rs 100 Million ($2.31 million) to amend the license and
an annual fee of 8% of Adjusted Gross Revenues. The Internet Industry body in
India is expected to file an appeal against DoT's decision. However, in order to
eliminate market uncertainties for our IP VPN services business, Sify paid the
Rs. 100 Million entry fee in early January 2005.

Sify's alliance with Global Crossing led to new contracts with customers
including Equinox, GECIS and Seaton.

Two leading consumer product manufacturers, Pidilite Industries and Perfetti Van
Melle India, selected Forum, Sify's supply chain solution, for managing their
distribution operations across India.

RETAIL INTERNET ACCESS:

This segment accounted for 39.9% of Sify's revenue as follows:

<TABLE>
<CAPTION>
<S>                                                           <C>
         Internet access at home through dial up               4.5%
         Internet access at home through broadband             9.8%
         Internet access at "iWay" cyber cafes                19.1%
         Voice over IP                                         6.5%
</TABLE>

Sify's iWay cyber cafes increased in number to 2,270 with presence in 69 cities.
There are more than 17,000 PCs in use across iWays, with about 800,000 consumers
accessing these services each quarter. International Internet telephony grew
substantially with over 9.4 million minutes of International voice calls made
during the quarter.

Sify's broadband business gained momentum with the subscriber base increasing by
about 40% during the quarter. We now have more than 67,000 subscribers with
broadband connectivity, and have signed franchise agreements with about 1,000
Cable Television Operators in 45 cities.

PORTAL SERVICES:

The portal segment accounted for 2.8% of the revenues during the quarter.
Revenues from content services for mobile telephones continued strong growth
over the previous quarter. The number of advertisers on our portal also
continues to grow, and we have renewed advertising alliances with major online
services providers such as Monster.com and Bharat Matrimony.

ABOUT SIFY:

Sify is a leading Internet, network and e-Commerce services company in India,
offering end-to-end solutions with a comprehensive range of products delivered
over a common Internet backbone infrastructure. This Internet backbone reaches
73 cities in India. A significant part of

<PAGE>

the Company's revenue is derived from Corporate Services, which include
corporate connectivity, network and communications solutions, security, network
management services and hosting. A host of blue chip customers use Sify's
corporate service offerings. Consumer services include broadband home access,
dial up connectivity and the iWay cyber cafe chain across 69 cities. The
Company's network services, data center operations and customer relationship
management are accredited ISO 9001:2000. For more information about Sify, visit
www.sifycorp.com.

NON-GAAP FINANCIAL INFORMATION

Our presentation of financial information above includes a presentation of
Adjusted EBITDA. Adjusted EBITDA is neither an Indian GAAP measure nor a U.S.
GAAP measure and should not be considered in isolation or as an alternative to
net income as an indicator of operating performance or as an alternative to cash
flow as a measure of liquidity. Our presentation above also includes a
reconciliation of Adjusted EBITDA to net income/(loss), which we believe to be
the most comparable financial measure under U.S. GAAP. Adjusted EBITDA is
presented because it is a basis upon which our management assesses our financial
performance and because we believe some investors find it to be a useful tool
for measuring a company's financial performance and ability to fund operating
obligations and capital expenditures. Investors evaluating our financial
performance or analyzing our discounted cash flows based on Adjusted EBITDA
should consider financing activities and non-recurring charges that are not
included in the calculation. Also, for fiscal year ended March 31, 2004,
Adjusted EBITDA excluded the gain recognized on the sale of land, previously
held for development ($1.75 million) and the gain realized on the sale of our
stake in Wisden Cricinfo ($1.45 million). While EBITDA or derivations thereof
are frequently reported by many companies as a supplemental measure of
operations, it is not necessarily comparable to other similarly titled captions
of other companies due to potential inconsistencies in the method of
calculation.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The forward-looking statements
contained herein are subject to risks and uncertainties that could cause actual
results to differ materially from those reflected in the forward-looking
statements. Sify undertakes no duty to update any forward-looking statements.

For a discussion of the risks associated with Sify's business, please see the
discussion under the caption "Risks Related to Our Business" in the Company's
report on Form 20-F for the year ended March 31, 2004 and Form 6-K for the
quarter ended September 30, 2004, which have been filed with the United States
Securities and Exchange Commission and is available by accessing the database
maintained by the SEC at www.sec.gov.

CONFERENCE CALL

Sify will host a conference call to discuss its third quarter results on January
18, 2005 at 10:00 AM US Eastern Time. Interested parties may participate in the
conference call by dialing 877-270-4101 (U.S. or Canada) or 706-634-1485
(international), 5-10 minutes prior to the initiation


<PAGE>

of the call. A replay of the conference call will be available through February
1, 2005, by dialing 800-642-1687 or 706-645-9291 and entering access code
3355469. A webcast of the conference call will also be available under the
investor relations section of Sify's corporate website, www.sifycorp.com until
April 18, 2005.

FOR FURTHER INFORMATION PLEASE CONTACT:

        Mr. David Appasamy                      Brandi Piacente

        Investor Relations                      Investor Relations

        Sify Limited                            The Anne McBride Co.

        91-44-2254 0770 Ext. 2013               212-983-1702 x208

        Email: david_appasamy@sifycorp.com      Email: bpiacente@annemcbride.com

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