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Exhibit
10.1




Execution Copy




SHAREHOLDERS’ AGREEMENT




THIS AGREEMENT IS MADE ON THIS 25th Day OF NOVEMBER, 2005 BETWEEN





	(1)	 	MAN Financial Holdings Limited, a Company incorporated under the Laws of England and having
its office at Sugar Quay, Lower Thames Street, London EC3R 6DU,
hereinafter referred to as ‘MAN’
(which expression shall unless repugnant to the context or subject, include its successors and assigns)
of the FIRST PART;
	 
	 	 	AND
	 
	(2)	 	Sify Limited (Formerly Satyam Infoway Limited), a Company incorporated under the Companies
Act. 1956 having its registered office at 2nd
Floor, Tidel Part, No.4, Canal Bank Road,
Taramani. Chennai, — 600 113, hereinafter referred to as “SIFY” (which expression shall unless repugnant to the
context or subject, include its successors and assigns) of the
SECOND PART;
	 
	 	 	AND
	 
	(3)	 	REFCO-Sify Securities India Private Limited, a Company incorporated under the Companies Act,
1956 having its registered office at 2nd Floor, C Block, Modern Mills Compound, Jacob Circle,
Mahalaxmi, Mumbai 400 011, hereinafter referred to as the “Company” (which expression shall unless
repugnant to the context or subject, include its successors and
assigns) of the THIRD PART.
	 
	 	 	Each of MAN, SIFY and the Company are hereinafter individually referred to as a
“Party” and collectively as the “Parties”.
	 
	 	 	WHEREAS






	 	(i)	 	Refco-Sify Securities India Private Limited was formed as a Joint Venture in the year
2000 between Refco Group Holdings Inc. and SIFY and Refco Group Holdings Inc. SIFY and
the Company had entered into a shareholders agreement dated March 25, 2000 (the “Existing
Shareholders Agreement”);
	 
	 	(ii)	 	Subsequent to the sale of the Refco Group in USA to MAN, 70.15% shares held by Refco
Group Limited LLC in Refco-Sify Securities India Private Limited are proposed to be
transferred to MAN.
	 
	 	(iii)	 	MAN and SIFY, both being the shareholders of the Company
subsequent to transfer of
shares, as aforesaid are desirous of entering into this Agreement in supersession of the
Existing Shareholders Agreement on the terms and conditions contained herein.






NOW
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO as follows:



SECTION 1




DEFINITIONS
AND INTERPRETATION





	 	1.1	 	Definitions






As used herein, the following expressions shall have, unless the context otherwise
requires, the following meanings:




	 	1.1.1	 	“Act” shall mean the Companies Act, 1956 and any statutory modification
or re-enactment thereof for the time being in force;
	 
	 	1.1.2	 	“Affiliate” shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with such
Person; provided that no Shareholder shall be deemed an Affiliate of the Company or
any other shareholder of the Company solely by reason of any investment in the
Company. For the purposes of this Agreement, the term “Control” (including with
correlative meanings, the terms “controlling” “controlled by” and “under common
control with ”) means, as used with respect to any Person, the possession, directly or
indirectly, of the power to direct or cause the




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direction of the management
 and policies of such Person, whether through the
ownership of voting securities, by contact or otherwise;




	 	1.1.3	 	“Agreement” shall mean this shareholders’ agreement dated 25 November, 2005 signed by
and on behalf of each of the Parties;
	 
	 	1.1.4	 	“Alternate Directors” shall mean the
alternate directors which each of MAN and SIFY’
Nominee Directors nominate for appointment by the Board pursuant to the Articles and
Clause 6.5 of this Agreement;
	 
	 	1.1.5	 	“Annual Business Plan” shall mean the annual business plan of the Company formulated in
the manner laid down in Clause 13.1 of this Agreement;
	 
	 	1.1.6	 	“Articles” shall mean the articles of association of the Company in the amended form to be
mutually agreed to between MAN and SIFY;
	 
	 	1.1.7	 	“Auditors” shall mean Ernst &
Young, KPMG, PWC or such other internationally recognized
auditors as may be appointed pursuant to Clause 13.2. of this
Agreement;
	 
	 	1.1.8	 	“Authorised Share Capital” shall mean the initial authorized share capital of the Company
of the amount of Rs. 650,000,000 divided into 65,000,000 equity shares of Rs. 10/- each or
such other authorised capital of the Company as may be amended by the shareholders in
accordance with the provisions of the Articles or this Agreement;

	 
	 	1.1.9	 	

 “Board” shall mean the board of Directors of the Company;
	 
	 	1.1.10	 	“Business Day” shall mean a day on which banks and/or Stock Exchangers are open for
business in Mumbai, India and New York, USA; UK.
	 
	 	1.1.11	 	“Chairman” shall mean the chairman of the
Board;
	 
	 	1.1.12	 	“Closing Date” shall mean the date on which MAN becomes a shareholder of the Company.

	 
	 	1.1.13	 	“Director” shall mean a Director of the Company from time to time.
	 
	 	1.1.14	 	“Effective Date” shall mean the date on
which this Agreement will come into effect, and is
the date on which both Parties sign this Agreement.
	 
	 	1.1.15	 	“Equity Shares” or “Shares” shall mean the equity shares of the Company.
	 
	 	1.1.16	 	“Executive Director” shall mean the executive director of the Company appointed pursuant
to Clauses 6.3 and 6.6 of this Agreement;
	 
	 	1.1.17	 	“SIFY Equity Shares” shall mean collectively, the Equity Shares held by SIFY;
	 
	 	1.1.18	 	“SIFY Nominee Directors” shall mean the Directors nominated to the Board by SIFY
pursuant to Clause 6.3 of this Agreement;
	 
	 	1.1.19	 	“Managing Director” means the managing director of the Company appointed pursuant to
Clauses 6.3 and 6.6 of this Agreement;
	 
	 	1.1.20	 	“Memorandum” shall mean the memorandum of association of the Company in the
amended form to be mutually agreed to between MAN and SIFY.
	 
	 	1.1.21	 	“Permitted Activities” shall mean the permitted activities of the Company specified in
Section III of this Agreement.
	 
	 	1.1.22	 	“Person” shall mean an individual, corporation, partnership, limited or unlimited
liability company, association, trust or other entity or organization including a government or
political sub-division or an agency or instrumentality thereof.
	 
	 	1.1.23	 	“Shareholders” shall mean Persons holding Share(s) of the Company.
	 
	 	1.1.24	 	“Share Capital” shall mean the paid up share capital of the Company;




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	 	1.1.25	 	“MAN Equity Shares” shall mean collectively, the Shares representing 70.15% of
the paid up share capital of the Company acquired by MAN from Refco Group Moldings Inc.
	 
	 	1.1.26	 	“Man Investments” shall mean those
Affiliates of MAN which form part of the division
known as Man Investments;
	 
	 	1.1.27	 	‘MAN Nominee Directors’ shall mean the Directors nominated by MAN pursuant to Clause
6.3 of this Agreement;






	 	1.2	 	Interpretation






	 	1.2.1	 	Except as other expressly provided herein, expressions defined in the Act have the same
meaning as in the Act;
	 
	 	1.2.2	 	Any reference to any statutory enactment shall be deemed to include a
reference to such enactments as are re-enacted, modified or amended.
	 
	 	1.2.3	 	Unless the context otherwise requires words importing the masculine
gender also includes the feminine gender and vice versa;
	 
	 	1.2.4	 	References to a particular clause, paragraph, sub-paragraph, section or
Annexures shall, except where the context otherwise requires, be a reference to that
clause, paragraph, sub-paragraph, section or Annexures in or to this Agreement;
	 
	 	1.2.5	 	The headings arc inserted for convenience and are to be ignored for
the purpose of construction;
	 
	 	1.2.6	 	The words “include” and “including” are to be construed without limitation;
	 
	 	1.2.7	 	The Annexures to this Agreement form part of this Agreement and will be of full force and
effect as though they were expressly set out in the body of this
Agreement;
	 
	 	1.2.8	 	Any reference to any agreement, deed, instrument, licence,
code or other document of any
description shall be construed, at the particular time, as a reference to that
agreement, deed, instrument, licence, code or other document as me same may then
have been amended, varied, suppleted, modified, suspended or novated.





SECTION II




ESTABLISHMENT AND SCOPE OF THE COMPANY





	 	2.1	 	Establishment of the Company
	 
	 	 	 	The Company has been incorporated under the name and style of Refco-Sify Securities India
Private Limited on 29th December, 1999 in the State of Maharashtra under the Companies Act,
1956. Upon execution of this Agreement the name of Refco-Sify Securities India Private
limited will be changed to Man-Sify Securities India Private Limited. It is agreed between
the Parties that, unless otherwise mutually agreed between MAN and SIFY in writing, the
Company will lose its right to use the names of MAN or SIFY, as the case may be, in case the
shareholding of the respective party falls below 26% at any point in time and the Company
and the continuing shareholder(s) shall take all necessary steps (including exercise of
voting and other rights available to the continuing shareholder(s) in relation to the
Company, at the shareholders meeting and/or at the meeting of the Board) to change the name
of the Company within 45 days from the date of the shareholders meeting.
	 
	 	2.2	 	Memorandum and Articles of Association
	 
	 	 	 	The Memorandum and Articles of the Company shall reflect fully the relevant provisions
of this Agreement. The Parties acknowledge and agree that within 60 days from the date of
signing of this Agreement, the Parties shall cause the Company to amend the Memorandum
and/or Articles to incorporate all the provisions of this Agreement
and to incorporate an
article to the effect that in the event the provisions of the Memorandum and/or Articles
are in conflict with this Agreement or are ambiguous, the provisions of this Agreement
shall supercede and prevail.




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section iii




PERMITTED ACTIVITIES





	 	3.1	 	Permitted Activities
	 
	 	 	 	Unless otherwise agreed to in writing by the Parties, the Permitted Activities shall be the fallowing:






	 	3.1.1	 	To carry on and undertake the business of share broking,
stock and commodities futures and
derivatives and general brokers and dealers for shares, debentures,
stocks, bonds, units,
obligations, securities including government securities, participation certificates, reselling of
mutual/hedge funds units including third party mutual/hedge funds, to undertake portfolio
management services and to act as underwriters, sub-underwriters to any issue of shares,
securities or bonds and to apply for membership of any stock exchange in India or abroad as
may be agreed by the Parties from time to time.
	 
	 	3.1.2	 	Additional activities as may be decided by the Board from time to time in accordance with the
provisions of this agreement.





SECTION IV




CAPITALIZATION OF THE COMPANY





	 	4.1	 	Authorised Share Capital of the Company:
	 
	 	 	 	The Company has an Authorised Share Capital of Rupees 650,000,000/- divided into
65,000,000 number of Equity Shares of Rupees 10/- each. The Company will operate on the basis that,
subject to the provisions of this Agreement or unless otherwise mutually agreed to by the
Parties, the Share Capital of the Company will be held, at all time, in the ratio of
70.15:29.85 by MAN or its nominees and SIFY or it’s nominees respectively. Except as
otherwise permitted or provided in this Agreement, the issued share capital and any
further issue of Shares by the Company shall always be held by the Parties in the manner
and proportion mentioned above.
	 
	 	4.2	 	Transfer of shares and Share Certificates:
	 
	 	4.2.1	 	SIFY provides its irrevocable consent to the proposed transfer of the entire shareholding of
Refco Group Holdings Inc. representing approximately 70.15% of the paid up shares capital of the Company
to MAN and hereby waives all its rights (including pre-emption rights, if any) available under any
agreement or otherwise which relate to the aforesaid transfer. SIFY further agree and undertakes that it
shall do all such further things and execute and deliver all such additional documents as may be
necessary to give full effect to the transfer of Shares as aforesaid.
	 
	 	4.2.2	 	The Company also provides its consent to the proposed transfer as aforesaid and hereby agrees and
undertakes to transfer and deliver to MAN share certificates of the Company representing the
appropriate number of Shares as described in Clause 4.2.1 above.
	 
	 	4.3	 	Employee Stock Option (ESOP):
	 
	 	 	 	The Board shall have the right to consider allotment of equity shares to its Key
employees and Directors to reward their efforts and to allow the management to
participate in the growth of the Company.
	 
	 	4.4	 	Additional Shareholders:


No Share shall be issued to any third party, except the Employee Stock Option (ESOP) mentioned in
Clause 4.3, without the mutual consent in writing of MAN and SIFY.
	 
	 	4.5	 	Effective Date of Agreement
	 
	 	 	 	This Agreement shall come into effect on the Closing Date
save and except Section 1,
Section 2, Section 3, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 9,
Section 15 (excluding Sections 15.2, 15.4, 15.6 and 15.9), which shall, as the
circumstances may admit, come into effect
from the date of execution of this Agreement by the Parties.
	 
	 	4.6	 	Approvals




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The Company shall be responsible
for obtaining licences, permits, approvals and consents
as may be necessary, for and in relation to the transfer of Shares as slated in Clause
4.2 herein and/or for any further issue of shares of the Company. Notwithstanding such
infirmities due to lack of the licences, permits, approvals and consents as may be
neecessary, the Parties obligations in terms of the further issue of Shares by the
Company shall continue in the best suitable manner as may be mutually agreed by the
Parties provided that the same is nut in violation of applicable law.



SECTION V




TRANSFER OF SHARES





	 	5.1	 	If either MAN or SIFY propose in transfer any of the Shares held by them, the
non-transferring Party
shall have the pre-emptive right to acquire all the Shares offered for sale, at a Price per
Share reflecting
the fair market value of those shares as certified by the Auditors, or any other valuation
mutually
agreeable to the transferring and non-transferring Parties
(“Fair Price”). The pre-emptive
right may be
in respect of all the Shares offered for sale by the Party proposing to transfer any Share
(hereinafter
called the “Proposed Transferor”).
	 
	 	5.2	 	The Proposed Transferor shall give notice to the Company that it/ they desire to
transfer the Shares and
such notice shall enable the Company to act as their/ its agent for sale to the
non-transferring Party. The
transfer notice shall not be revocable except with the unanimous approval of the Board.
	 
	 	5.3	 	The Company shall forthwith upon receipt of the aforesaid transfer notice pursuant to Clause
5.2 forward the same to the non-transferring Party, (hereinafter referred to as the “Proposed
Purchaser”). The Proposed Purchaser shall within three mouths of
being served with the notice
inform in Company whether they/ it are/ is willing to purchase any or all of the Shares at
the price specified in Clause 5.2. In case they/ it are/ is willing,
then the Proposed
Purchaser shall, subject to all regulatory approvals to be obtained pay the Fair Price in
respect of the Shares it/ they has/ have agreed to purchase within 90 days of such
acceptance.
	 
	 	5.5	 	If in any case, the Proposed Transferor after having been bound as aforesaid makes
a default in transferring the Shares, the Company may receive the purchase money and the
Proposed Transferor shall be deemed to have appointed any one Director or the Secretary of
the Company as his agent to execute the transfer of the Shares to the purchasing member and
upon the execution of such transfer the Company shall hold the
purchase money in trust for the
Proposed Transferor. The receipt by the Company of the purchase money shall be a good
discharge to the Proposed Transferor and after his/ its name has been entered in the register
in the purported exercise of the aforesaid power the validity of the proceedings shall
not be questioned by any Person.
	 
	 	5.6	 	If the Proposed Purchaser does not within a period of ninety
days (90) from the date of
acceptance of the offer made by the Proposed Transferor, pay the Fair Price for the Shares
accepted, the Proposed Transferor shall at any time within six months thereafter be at liberty
to sell and transfer the Shares to any Person at any price not below
the Fair Price.






	 	5.7	 	Conditions for Third Party Transfers
	 
	 	 	 	In the event of any permitted salt to a third party under
this Section V, it
shall be a condition precedent that such third party shall, in advance to or
concurrent with such sale, deliver to the non-transferring Party and to the Company
written confirmation of such third party’s acknowledgement of, and agreement to be
bound by, the provisions of this Agreement (with appropriate amendments as approved
by the Board), and to assume (on a pro rata basis equal to the Company ownership
percentage represented by the Shares acquired from the transferor pursuant to the
procedures specified in Section V) the transferor’s right and obligations hereunder.
	 
	 	5.8	 	Tag Along Rights
	 
	 	 	 	Recognising that SIFY shall be a shareholder holding less than 50% of the
shares, the Parties agree that in the event MAN proposes to transfer some or all of
MAN’s Equity Shares, in addition to the rights mentioned in clauses herein above.
SIFY shall also have the option to request MAN to sell the
SIFY’s Equity Shares
alongwith the Shares proposed to be transferred




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by MAN to such persons at the
 price and on the terms and conditions as may be
applicable to
the sale of MAN’s Equity Shares. In the event of such an option being exercised by
SIFY within a period of 90 days mentioned in clause 5.6 above, MAN will be obliged
to arrange for sale of the SIFY’s Equity Shares to the third party on the
terms and conditions and at the price applicable to the sale of MAN’s Equity
Shares.




	 	5.9	 	Transfer to Affiliates:
	 
	 	5.9.1	 	Each of SIFY and MAN may transfer their Shares, rights and obligations hereunder
to an Affiliate, and such Affiliate may transfer such Shares to another Affiliate of SIFY
or MAN, as the case may be, provided that:






	 	(i)	 	such transferring shareholder has provided 30 Business Days prior
written notice of its intention of such transfer to the other shareholder(s);
	 
	 	(ii)	 	prior to a transferee ceasing to be an Affiliate of either
SIFY or MAN, as the case may be, or the transferee becoming subject to
receivership, bankruptcy, insolvency, dissolution, liquidation or any similar
proceeding (“Insolvency”), or in the event that the aforementioned events take
place, the transferring shareholder shall buy back the Shares from such
transferee, or if such transferring shareholder is subject to Insolvency or
has been deregistered, then MAN or SIFY, as the case may be, shall buy back
the Shares from the transferee;
	 
	 	(iii)	 	such transferee is not in receivership, bankruptcy,
insolvency, dissolution, liquidation or any similar proceeding; and
	 
	 	(iv)	 	the transferring Shareholder remains responsible for the
compliance by the transferee of its duties and obligations under this
Agreement.






	 	5.9.2.	 	Each of SIFY and MAN and any transferee of Shares from either of them or an
Affiliate of
either of them, hereby agree and undertake to each other that in the event of
transfer of Shares to an Affiliate as provided in Clause 5.9.1 above, they shall
obtain a power of attorney in favour of the Company and such other documents as may
be required from the transferee, and shall themselves give the Company a power of
attorney, to ensure that on occurrence of any of the events mentioned in Clause
5.9.1 (ii) above, the Company would be entitled cause the sale and transfer of such
transferred shares, from the Affiliate to the transferring shareholder, or if such
transferring shareholder is subject to Insolvency or been deregistered then to MAN
or SIFY, as the case may be.






	 	5.10.	 	No party shall transfer the Shares save and except in the manner provided in this Section V.





SECTION VI




MANAGEMENT OF THE COMPANY





	 	6.1	 	Board of Directors
	 
	 	 	 	The Company shall be managed by the Board pursuant to this Section VI and the Act. The
Board shall have the general authority to take any decisions of the Company consistent with
the provisions of this
Agreement, the Articles and the Act.
	 
	 	6.2	 	Number of Directors
	 
	 	 	 	The Board of the Company shall consist of five (5) Directors. MAN shall have 3 Directors as
its nominees and SIFY shall have 2 Directors as its nominees. The Chairman of the Company
shall be a MAN nominee. Upon execution of this Agreement, the Shareholders of the Company
shall take all steps as may be necessary to appoint MAN’s nominees on the Board of the
Company.
	 
	 	6.3	 	Appointment. Removal and Filling of casual
vacancies


Unless otherwise agreed by the Parties, MAN shall have the right to appoint three (3)
Directors including the Chairman of the Company and the appointment, removal and filling
of casual vacancies of these Directors shall be effected directly by MAN.
	 
	 	 	 	SIFY shall have the right to appoint two (2) Directors and the appointment, removal and
filling of casual vacancies of these Directors shall be effected
directly by SIFY.
	 
	 	6.4	 	The Directors nominated by MAN on the Board of the Company may be foreign nationals
in the wholetime employment of MAN or one of its affiliates.




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	 	6.5	 	Alternate Directors
	 
	 	6.5.1	 	The Board shall be entitled to appoint Alternate Directors to act for a Director, at the
request of any of MAN or SIFY who has nominated such Director.
	 
	 	6.5.2	 	Alternate Directors to be appointed for nominee Directors of
each of MAN and SIFY shall be individuals proposed by MAN or SIFY, as the case may be, only and accepted by the Board,
which acceptance shall not be unreasonably withheld. The Alternate Director shall be
entitled to participate and vote at the meetings of the Board in the absence of the Original Director.
	 
	 	6.6	 	Appointment of the Chairman
	 
	 	 	 	The Chairman of the Board will be a Director nominated by MAN. Managing Director and
Executive Directors of the Company will be appointed by the Board. No person shall be
appointed as Managing Director or as Executive Director if
either MAN or SIFY has
reasonable objection to the appointment of such person.
	 
	 	6.7	 	The Chairman of any Board Meeting of the Company shall not have a casting vote.
	 
	 	6.8	 	Compensation to Directors
	 
	 	 	 	Any compensation payable to Directors shall be determined by
the Board.
	 
	 	6.9	 	Committees of the Board






	 	6.9.1	 	The Board shall have the power to constitute, if necessary, committees or sub
committees of the Board and delegates such of its powers to the aforesaid committee as
it deems fit.
	 
	 	6.9.2	 	At least one Director representing MAN and SIFY respectively shall always be
a member of any Committee or Sub Committee constituted by the Board,
provided that
MAN’s Directors shall be a majority of each Committee.
	 
	 	6.9.3	 	All decisions taken by the Committee of Directors shall be reported to the Board
of Directors. All decisions shall be taken by the Committee of Director by unanimous consent. In
the event any business remains untransacted due to the members of the committee
present at the meeting of the committee not arriving at a unanimous consent, such a
business shall be referred to the board of directors for final decision.






	 	6.10	 	Proceedings for the Board
	 
	 	6.10.1	 	Meetings of the Board
	 
	 	 	 	The Parties intend that meetings of the Board shall be held at least once in every quarter
and at least four such meetings shall be held every calendar year. The Directors may
adjourn or otherwise regulate their meetings and proceedings as they
may think fit.
	 
	 	6.10.2	 	Place of Meetings
	 
	 	 	 	All meetings of the Board shall normally be held at the registered/ Corporate office of
the Company or such other place as decided by the Managing Director
of the Company. The Parties agree that
the Board Meetings of the Company may also be held through telephone/ video conference
calls.
	 
	 	6.10.3	 	Quorum
	 
	 	 	 	The quorum for the meeting of the Board shall be one-third (1/3) of its total strength
(any fraction
contained in that one-third being rounded-off as one) or two Directors, whichever is
higher, subject to the conditions set forth hereinafter. Provided however that no quorum
shall be validly constituted for any meeting including any adjourned meeting unless at
least two Directors representing MAN or their alternate and one Director representing SIFY
or his alternate is present at the commencement of the meeting and throughout its duration,
unless otherwise agreed to in writing by the concerned Director who would not like to
remain present.
	 
	 	6.10.4	 	Subject to other provisions contained in the Agreement, a meeting of the Directors at
which a quorum is present shall be competent to exercise all or any of the authorities powers
vested in or exercisable by the Directors generally by or under the
Articles of the Company
and this Agreement.




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	 	6.11	 	Matters which require affirmative votes or MAN and SIFY






	 	6.11.1	 	The Company and the Board of Directors of the Company shall not give effect to any
decisions or resolutions of the Board in respect of any of the following matters except
upon the affirmative vote of a majority of the Directors (or their duly authorized
Alternate Directors) present and voting, which majority shall include at least one
Director nominated or appointed or designated by MAN and one Director nominated or
appointed or designated by SIFY:






	 	(i)	 	Any amendment of the Memorandum of Articles of Association of the Company or
change or modification in the rights of the shareholders;
	 
	 	(ii)	 	Dissolution, liquidation or winding up of the Company;
	 
	 	(iii)	 	Increase in or issue or allotment of any shares in the capital of the
Company
(including issue of ESOPs) or issue of debentures;
	 
	 	(iv)	 	Merger or amalgamation with any other company;
	 
	 	(v)	 	Creation of any mortgage, charge or other encumbrance in respect of
the Company’s property and assets, except with respect to short term borrowings
of the Company of tenure not exceeding 365 days including bank loans or
facilities in the ordinary course of business or provided in the annual budget of
the Company;
	 
	 	(vi)	 	Investments in or loans and guarantees’ to government agencies and bodies
and to other firms and companies;
	 
	 	(vii)	 	Declaration of Dividends and appropriation of profits;
	 
	 	(viii)	 	Appointment of Committee, delegation of powers to the Committee;
	 
	 	(ix)	 	Appointment of Statutory Auditors and their remuneration;
	 
	 	(x)	 	Major changes in accounting policy and procedures;
	 
	 	(xi)	 	Borrowings or contracting or committing to borrow any amount other
than in the normal course of business;
	 
	 	(xii)	 	Closure of business or activities of the Company or sale or transfer of its
undertaking:
	 
	 	(xiii)	 	To take any action which materially impairs the financial interest of any
party hereto
in the Company;
	 
	 	(xiv)	 	Sale of any substantial assets/ equipment critical to the business
of the company;
	 
	 	(xv)	 	Institution, termination or settlement of litigation where the
amount in controversy exceeds INR 2 million
	 
	 	(xvi)	 	Approval of the Annual Operating budget and Annual Capital Expenditure
budget;
	 
	 	(xvii)	 	Approval of contracts of a value in excess of INR 2 million;
	 
	 	(xviii)	 	The approval of items of Special business, in any notice convening on annual
general meeting or any notice convening an extraordinary general meeting of the
Company;
	 
	 	(xvii)	 	Any action concerning the corporate name of the Company (except as
contemplated under clause 2.1) or the use of any trademark licensed to the Company
by MAN or SIFY.






	 	6.11.2	 	The business of the Company shall be managed by the Board, who may exercise all powers
of the Company as are not prohibited or required by the Act or any statutory modifications
thereof, for the time being in force or by this Agreement to be exercised by the Company
in a General Meeting, subject nevertheless to the Articles, the provisions of the Act and
this Agreement.






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	 	6.12	 	Resolutions by Circulation






The Board of Directors may pass a resolution
by way of circulation provided the
resolution
has been circulated in draft together with necessary papers, if any, to all the
Directors or to all the members of the committee (not less than the quorum fixed
for a meeting of the Board or committee, in accordance with this Agreement, as the
case may be) at their usual addresses in India, and has been approved by such of
the Directors or by a majority of such of them as are entitled to vote on the
resolution, subject to compliance with Section 6.11.1 where applicable.



SECTION VII




SHAREHOLDERS’ MEETINGS





	7.1.1	 	Meetings of the Shareholders of the Company shall normally be held at the
registered/corporate office of the Company in Mumbai, India or such other places as the Board
may determine.
	 
	7.2	 	The Chairman shall be the chairman of meetings of the Shareholders.
	 
	7.2.1	 	In no event, shall the chairman of the meetings of the
Shareholders have a casting vote.





SECTION VIII




SELLING AGENCY





	8.1	 	Selling Agency
	 
	 	 	So long as MAN holds at least 50% of the total paid up share capital of Company or MAN is the
single largest shareholder of the Company, MAN or an Affiliate of MAN, subject to regulatory
compliance, shall have the right to be a selling agent for the sale of the products and/or
services of the Company within or outside India.
	 
	8.2	 	Subject to Clause 8.1. so long as MAN holds at least 50% of the paid up share capital of the
Company or MAN is the single largest shareholder of the Company, subject to all regulatory compliance, the Company
shall be appointed as selling agents within India for products and services provided by MAN and its
Affiliates, which MAN would not otherwise be able to provide within India under the terms of this
Agreement.
	 
	8.3	 	The arrangement between the Company and the selling agency shall be on arms length basis.





SECTION IX




REPRESENTATIONS AND WARRANTIES





	9.1	 	Representations and Warranties of MAN
	 
	 	 	MAN represents and warrant as follows:






	 	a)	 	MAN is British Company duly organized, validly existing and in good standing.
MAN has all
requisite corporate power and authority to own and operate its properties and assets, to
enter into
this Agreement, to carry out the provisions hereof and to carry on its business as
presently
conducted and as presently proposed to be conducted.
	 
	 	b)	 	MAN has all requisite corporate power and authority to execute and deliver this
Agreement and
the agreements contemplated hereby, and to perform the transactions to be consummated or
performed by it hereunder and thereunder and this Agreements and the agreements
contemplated
hereby constitute valid and binding obligations of MAN executed and delivered by MAN
enforceable against MAN accordance with their terms.
	 
	 	c)	 	The execution, delivery, performance of and compliance with this Agreement
will not result in any material violation, or be in conflict with, or constitute a
default under any terms of MAN Certificate of Incorporation, or of any mortgage,
indenture or agreement to which it is a party or to






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which MAN acknowledges to be bound, or to the knowledge
of MAN of any judgement,
decree, order, writ, statute, rule or regulation applicable to MAN.




	 	d)	 	All representations and warranties made by MAN in this Clause 9.1 are, as of the
Effective Date,
and all other written or oral statements in connection with this Agreement or the
transactions contemplated hereunder will be, as of the time such statements are
provided, true, complete and accurate in all material respects and do not and will not
contain any untrue statements of material fact or omit to state any material fact
required.






	9.2	 	Representations and Warranties of SIFY






	 	a)	 	SIFY is an Indian corporation duly organized, validly existing and in good
standing. SIFY has all
requisite power and authority to own and operate its properties and assets to
enter into this
Agreement, to carry out the provisions hereof and to carry on its business as presently
conducted
and as presently proposed to be conducted.
	 
	 	b)	 	SIFY has all requisite power and authority to execute and deliver this
Agreement and the
agreements contemplated hereby, and to perform the transactions to be
consummated or
performed
by it hereunder and thereunder and this Agreement and the agreements contemplated hereby
constitute valid and binding obligations of SIFY and when executed and delivered by SIFY
will
constitute valid and legally binding obligations of SIFY, enforceable against SIFY, in
accordance
with their terms.
	 
	 	c)	 	The execution, delivery, performance of and compliance with this Agreement will
not result in any
material violation, or be in conflict with, or constitute a default under any terms of
SIFY’s
Memorandum and Articles of Incorporation, or of any mortagage, indenture or agreement to
which
it is a party or to which SIFY is bound, or of any judgement, decree, order, writ,
statute, rule or
regulation applicable to SIFY.
	 
	 	d)	 	All representations and warranties made by SIFY in this Clause 9.2 are, as of
the Effective Date, and all other written or oral statements in connection with this
Agreement or the transactions contemplated hereunder will be, as of the time such
statements are provided, true, complete and accurate in all material respects and do
not and will not contain any untrue statement of material fact or omit to state any
material fact required.





SECTION X




RESPONSIBILITIES OF THE SHAREHOLDERS





	10.1	 	Responsibilities of the Shareholders:
	 
	 	 	Without in any way detracting from the obligations of the Parties expressly
provided in this Agreement, the Parties shall have the following additional
responsibilities.






	 	a)	 	Each Party agrees to use its reasonable best effort to, or cause to be done,
all things necessary or
appropriate under applicable laws and regulations to consummate the transactions
contemplated
hereby as expeditiously as practicable, including without limitation, the performance of
such
further acts or the execution and delivery of any additional instruments or documents as
any Party
may reasonably request in order to carry out this Agreement and the transactions
contemplated
hereby.
	 
	 	b)	 	The Parties shall exercise their power as shareholders and cause the exercise
of the powers by their
nominees in the Board Meetings to ensure that:






	 	i)	 	the Company carries on and conducts its business and affairs in a proper and
efficient
manner;
	 
	 	ii)	 	the Company transacts all its business on arm’s length basis;
	 
	 	iii)	 	the business of the Company shall be carried on
pursuant to the policies laid down from time to time by the Board of
Directors;
	 
	 	iv)	 	the Company shall maintain proper and adequate insurance against all risks
usually
insured against by Companies carrying on the same or similar business and (without




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prejudice to the generality of the foregoing)
 for the full replacement
value of all its assets of an insurance nature:




	 	v)	 	the Company shall not acquire, dispose, hire, lease any assets, goods rights or
services otherwise than at the best price reasonably obtainable in the
circumstances.





SECTION XI




DEADLOCK





	11.1	 	Dead Lock:
	 
	 	 	If decisions mentioned in Clause 6.11.1 cannot be reached on account of a Veto by SIFY’s
Directors then such matters shall be referred to the Managing Director of the Company and a
director of MAN, who is not a Director on the Board of Directors of the Company and the CEO of
SIFY. If a solution is still not found within a period of 60 days on such matters then such
matters will be referred to arbitration.





SECTION XII




DIVIDEND





	12.1	 	DIVIDEND
	 
	 	 	The Parties hereto declare their intent that the Board may, before recommending any dividend,
set aside out of the profits of the Company such sums as the Board thinks fir, as a reserve or
reserves which shall, at the discretion of the Board, be made for liabilities (including
contingent and future liabilities) and working capital requirements.
	 
	12.2	 	After making necessary provisions for bonus, if any, for employees and taxes on income etc.
and
appropriations to reserves so as to entitle the Company to avail itself of all admissible tax
benefits, the
Parties shall cause the Company, subject to applicable legislation in India for the time being
in force, to
distribute dividend out of the net profits of the Company.
	 
	12.3	 	Subject to the provisions of Clauses 12.1 and 12.2 of this agreement, the dividend policy of
the Company shall be mandatory recommendation of dividend at the rate of 33% of the
distributable profits unless otherwise resolved by a unanimous resolution of the Board. The
term “distributable profits” shall mean the profits available for the distribution after
making the necessary provisions as required under Section 205 of the Act and rules framed
thereunder.





SECTION XIII




FINANCIAL AND ACCOUNTING MATTERS





	13.1	 	ANNUAL BUSINESS PLAN
	 
	 	 	The Annual Business Plan shall be developed by the MAN Nominee Directors on the Board in active
consultation with the Managing Director of the Company. The Annual Business Plan will have to
be approved every year by the Board of the Company. The business of the Company shall be
carried out in accordance with the Annual Business Plan. The Annual Business Plan, inter
alia, shall contain the financial marketing and operative policies of the Company.
	 
	13.2	 	FINANCIAL AND ACCOUNTING MATTERS
	 
	 	 	Subject to the provisions of the Act, the Shareholders shall appoint a recognized firm of
chartered
accountants mutually acceptable to the Parties as the Auditors of the
Company. Provided
however that any Auditors appointed by the Company shall be familiar with the accounting
principles presently applicable in India or United States of America or any other accounting
principles acceptable to MAN and SIFY.






	 	13.2.1	 	The Company shall keep and maintain true and proper books of accounts end
records in
conformity with all applicable legislation and regulations in force in India for the time being




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and shall make therein true and complete entries of all
its dealings and transactions of or in
relation to its business, activities or operations. The Company shall retain all
such books and records for at least 7 (seven) years after their creation or
amendment




	 	13.2.2	 	The Company shall compile, on a monthly basis, information concerning its finances,
operations and accounts. In particular, the Company shall compile and furnish to
each Party
(i) as soon as possible after the end of each quarter, a balance sheet and profit
and loss
statement for such quarter and for the fiscal year to date, to reflect the true and
fair view of the
financial position of the Company in accordance with the applicable laws and the
generally
accepted accounting principles and practices: and (ii) such other financial
information as
either Party may from time to time reasonably request.
	 
	 	13.2.3	 	Two sets of the annual audited accounts of the Company shall be prepared in
accordance with
accounting principles generally accepted in India.
	 
	 	13.2.4	 	The Company shall permit representatives of either Party to inspect at reasonable
intervals
during regular business hours and on reasonable notice, such books, records and
accounts
including in particular the accounts referred to in Clauses 13.2.2 and
13.2.3 and all or any part
of the Company’s operations and activities as may be necessary to confirm that all
policies
and procedures specified in this Agreement have been adhered to by the Company.
	 
	 	13.2.5	 	The Company shall provide access to its books of account, for the purpose of a
periodical
internal audit by the internal auditors of MAN.
	 
	 	13.2.6	 	The Parties shall take all actions as may be necessary to cause the Company to
perform its
obligations as set out above.






	 	13.3	 	Taxes
	 
	 	 	 	The amount of any tax required by the laws of India to be withheld from any
payment hereunder made to MAN and/or SIFY by the Company shall be to the account of MAN
and/or SIFY. The Company shall furnish to MAN and /or SIFY any tax receipts or other
records issued by India tax authorities sufficient to enable MAN and/or SIFY to establish
payment of taxes described in the immediately preceding sentence in support of MAN and/or
SIFY for appropriate income tax credit.





SECTION XIV




TERMINATION





	 	14.1	 	Subject to Clause 14.3 of this Agreement, this Agreement may be terminated as
follows:






	14.1.1	 	By written agreement of the Parties;
	 
	14.1.2	 	By MAN or SIFY, upon the outer Party’s Share ownership in the Company falling below 20%
unless the Parties mutually agree in writing, and provided that Shares of the Company which
may hereafter be sold in a public issue shall not be taken into account for purposes of
calculating such percentage.
	 
	14.1.3	 	By MAN or SIFY, upon the other Party commencing voluntary or involuntary winding up
proceedings or insolvency proceedings, including upon being unable to fulfill its obligations
as they come due making a general assignment for the benefit of its
creditors.
	 
	14.1.4	 	By MAN or SIFY, in the event of a material default by the other party and failure to cure
such default within sixty (60) days following receipt of notice of such default from the
non-defaulting Party. For the purposes of the above clauses material fact or material default
shall mean (i) a substantive matter; or (ii) any illegal act or (iii) the breach or
non-performance of this Agreement, which materially and adversely affects the business or
financial condition of the Company.
	 
	14.1.5	 	By MAN or SIFY, in the event that a force majeure event has arisen and continued for a
period of 60 (sixty) days.
	 
	 	 	For the purpose of this Agreement, “Force Majeure”
shall mean any act of God, war, warlike
conditions, hostilities, riots, civil commotion, strikes, lockouts, labour trouble, general
shortage and non-availability of raw materials, power supply, transport shortages,
breakdown of plant or machinery or any other cause or circumstance of whatsoever nature
beyond the control of either Party.




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	14.1.7.	 	By MAN or SIFY, if (i) the representations and warranties set forth by the other
Party in Section XI above, or (ii) any other information provided by the other Party
connection with this Agreement or the transactions contemplated hereunder, contain an untrue
statement of a material fact or omit to state a material fact in order to make such
representation or information not misleading.






14.2 Effective date of Termination:




The termination of the Agreement under clause 14.1 shall be effective on the sixtieth day (60th)
following a Party’s receipt of the terminating Party’s notice of termination except where a time
limit is otherwise specifically provided.




14.3 Effect of Termination;




Securities
Buy— Out provisions




	14.3.1.	 	Subject to clause 14.3.2., in the event of termination due to any of the causes referred
to in Clauses 14.1.2, 14.1.3 and 14.1.4 the Party rightfully terminating this
Agreement (the “Innocent Party”) shall
have the right to purchase the shares of the other Party (the “Affected/Defaulting Party”)
in the Company in accordance with the provisions of Section 5.2 of this Agreement. If a
sale of shares is not made within six (6) months from the date of default in accordance
with Section V of this agreement, the Parties shall agree to wind-up the Company in
accordance with Clause 15.4 of this Agreement.
	 
	14.3.2.	 	If the consideration to be paid by SIFY to MAN in respect of shares to be acquired under
clause 14.3.1 would be greater than US$ 400 million then:






	 	(a)	 	clause 14.3.1 and section 5 of this Agreement shall cease to
apply;
	 
	 	(b)	 	the relevant shares shall not be acquired; and
	 
	 	(c)	 	SIFY shall have the right to have the Company wound up
in accordance with Clause 15.4 of the Agreement.






	14.3.3.	 	In the event of termination due to any of the causes referred
to in Sections 14.1.1, 14.1.5
the parties shall wind up the Company in accordance with Clause 15.4 of the Agreement.





SECTION XV




MISCELLANEOUS





	15.1	 	Confidentiality:






	15.1.1	 	The Parties agree that the terms of this Agreement, together with all confidential
information or
information which, by its nature, is intended to be exclusively for the knowledge of the recipient alone
and any confidential information concerning the business transactions or the financial arrangements of
the Parties, the Company, or of any Person or Entity with whom any of them is in a confidential
relationship with regard to the matter in question coming to the knowledge of the recipient (the
“Confidential Information”), shall be kept confidential and shall not be utilized for any purpose other
than that for which it was disclosed without the prior written consent, of the disclosing party and after
complying with such reasonable conditions as the disclosing party may require in relation thereto;
provided, however, that any party may disclose the terms of this Agreement (i) to employees who
have a need to know, (ii) to legal counsel, financial advisors and accountants of any Party (iii) or as
may otherwise be required by law. The provisions of this Clause 15.1 shall survive the termination of
the Agreement.
	 
	15.1.2	 	Each Party shall obtain from its employees involved in or otherwise having Knowledge of the
transactions, an undertaking that they shall comply with the obligations set forth in this
Clause 15.1.1
	 
	15.1.3	 	Notwithstanding anything to the contrary in Clauses 15.1.1 or 15.1.2, the
provisions of this clause 15.1 shall not apply to information which:




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	 	a)	 	Is in the public domain or becomes public knowledge as is generally known in
professional
circles or is generally known in professional circles or is generally known to
companies in the communication business through no fault of any Party; or
	 
	 	b)	 	Subsequently becomes generally known through no fault of any Party.
	 
	 	c)	 	Is, at the time of disclosure thereof, already in the rightful possession of the
receiving Party; or
	 
	 	d)	 	Is subsequently rightfully obtained by the receiving Party from a third
party having free right
of disposal of such information.






	15.1.4	 	Any Director shall be entitled to inform the Party appointing such Director of all matters
concerning
the Company’s affairs. Subject to the foregoing, each Director and each Party receiving Company
Confidential Information undertakes to keep such information confidential and shall not use or disclose
any Company Confidential Information to a third party for any unauthorized purpose and shall take all
reasonable precautions for the safe custody of such Confidential Information for so long as it shall
remain confidential or proprietary.
	 
	15.1.5	 	Upon winding up of the Company, the Parties shall cooperate to enable each Party to remove, or have
destroyed by the Company, all of such Party’s Confidential information in the possession of
the
company. Each Party shall retain sole ownership of all its Confidential Information provided
to the
Company to facilitate the transaction contemplated hereby, provided that the time of
transfer, if the
subject Confidential Information is in written form, it be labeled “Confidential
Information”.
	 
	15.1.6	 	Any proprietary information / patents developed by the Company shall remain the property
of the Company and on dissolution of the Company may be shared by the shareholders of the
Company.






	15.2	 	Indemnification




Each Party shall to the extent possible defend, indemnify to a maximum amount of INR 10 million,
and keep
harmless the other Party and its respective officers, directors, shareholders, employees, agents,
independent contractors, representatives, and affiliates from and against any loss, damage,
liability, cost or expense, including each attorneys, fees and disbursements, arising in
connection with:





	 	15.2.1	 	Any material breach of a representation of either Party as set forth in this
Agreement; and
	 
	 	15.2.2	 	Any material breach of or failure to perform any covenant, agreement or
obligation of either Party set forth in this Agreement or any
agreement
contemplated hereby.
	 
	 	
This indemnity obligation shall
 survive the termination of this Agreement. Nothing in this
clause shall be taken to limit a party’s rights, including rights to damages, otherwise
existing at law.









	 	15.3	 	Publicity




The Panics shall not issue any information, document or article for publication in
any news or communications media or make any public statement in relation to this Agreement
without the prior written consent of the other Party unless required to do so by applicable law.
Without prejudice to the foregoing, any press release shall be co-ordinated between the Parties
and subject to the Parties’ prior approval, which approval shall not be unreasonably withheld.





	 	15.4	 	Winding Up




In the event that the Parties agree to discontinue the operations of and to dissolve and liquidate
the Company pursuant to this Agreement, the Company shall forthwith be wound up and liquidated in
accordance with the Act. The Parties shall cooperate and take whatever actions may be
required to accomplish such liquidation in the most expeditious manner possible.





	 	15.5	 	Compliance with Laws And Regulations




The Parties agree to use reasonable endeavour to cause the Company to comply with all laws
applicable to its operations activities.





	 	15.6	 	Non-Competition






	 	15.6.1	 	Subject to Clause 15.6.2 below, during the continuance of this Agreement SIFY
and/or any of its
Affiliates, or MAN and/or any of its Affiliates, shall not carry on any of the
activities specified in Clause 3.1.1 above within India, which are of a similar nature
to, or competitive with the activities which are carried on from time
to time
by the Company.




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	 	15.6.2	 	Clause 15.6.1 shall not apply to Affiliates of MAN which are members of the
division known as Man Investments. The Company and SIFY hereby acknowledge and confirm
that they have no-objection to Affiliates of MAN which are members of the division known
as Man Investments carrying on any activities in India which do not compete with the
activities being carried on from time to time by the Company.






	 	15.6.3	 	MAN may incorporate one or more entities in India for the purpose of carrying on
activities that do not compete with the activities carried on from time to time by the
Company.






	 	15.7	 	Assignment






The Parties shall not assign any of their rights under this Agreement, without the prior
written consent of the other Parry save and except as expressly provided herein above.




	 	15.8	 	Arbitration






In the event that a dispute arises out of or in connection with the validity, interpretation
or implementation of this Agreement, the Parties shall attempt in the first instance to
resolve such dispute through friendly
consultations. If the dispute is not resolved in this manner within 60 days after the
commencement of discussions by notice from one party to the other Party or such longer period
as the Parties agree to in writing at that time, then either Party may refer the dispute to a
single arbitrator acceptable to both and failing agreement, to three arbitrators, one to be
appointed by each party and the third arbitrator to be jointly appointed by the two
arbitrators appointed by the Parties. The arbitration proceedings shall be held in Singapore
in accordance with the Arbitration Rules of the Singapore International Arbitration Centre
(“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by
reference in this Clause. The language of the arbitration shall be English.




	 	15.9	 	Validity




This Agreement shall be valid and binding on the Parties until:



15.10.1       terminated;



15.10.2       the Company is wound up;



15.10.3       for a Shareholder, when
it/they cease to be a shareholder in the Company.



excepting the Confidentiality and Indemnity provisions hereof, which shall be of continuing effect,






	 	15.10	 	Severability





If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, in
whole or in part, under any enactment or rule of law, such provision or part shall to that extent
be deemed not to form part of this Agreement, but the legality and enforceability of the remainder
of this Agreement shall not be affected.





	 	15.11	 	Costs




Each party shall bear its own costs in connection with the negotiation, preparation and execution of this
Agreement and the other documents referred to herein.





	 	15.12	 	Further Assurance




Each party shall cooperate with the other and execute
and deliver to the other such instruments
and document and take such other actions as many be reasonably
requested from time to time in
order to carry out, evidence and confirm their rights and the intended purpose of this
agreement.





	 	15.13	 	Language




This Agreement is drawn up and execute in
 the English Language, which shall be the only valid text.





	 	15.14	 	Legal And Prior Rights




All rights and remedies of the Parties hereto or of either of them hereunder shall be in
addition to all other legal rights and remedies belonging to such Parties and the same shall be
deemed to be cumulative and not alternative to such legal rights and remedies aforesaid and it is
hereby expressly agreed and declared by and between the parties hereto that the determination of
this Agreement for any cause whatsoever shall be without prejudice to any and all rights and
claims of either Party hereto, hereunder which shall or may have
accrued prior thereto.





	 	15.15	 	Waiver




The waive of any default under this Agreement by either Party shall not constitute a waiver
of the right to
terminate this Agreement for any substantial default of a similar nature or under any other terms
and conditions of this Agreement.





	 	15.16 Modifications	 	 




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Non modification, alternation or amendment of this Agreement or any of its terms or
provisions shall be valid or legally binding on the Parties unless made in writing and duly
executed by or on behalf of both the Parties hereto.





	 	15.17	 	Counterparts




This Agreement may execute in two or more counterparts, each of which shall be deemed an
original but all of which constitute a single agreement.





	 	15.18	 	Consents and Notices




All
notices under his Agreement and the provisions contained herein shall be in writing and
shall be deemed to be duly sent by registered post, facsimile transmission or courier to
the other party at the address indicated below:-




To, MAN:




The Secretary,

MAN Financial Holdings Limited

Sugar Quay,

Lower Thames Street,

London EC3R 6DU




To, SIFY:

Sify Limited

2nd Floor,

Tidel Park.

No. 4. Canal Bank Road,

Taramani, Chennai, — 600 113




To, Company:

REFCO-Sify Securities India Private Limited
2nd Floor

C Block

Modern Mills Compound

Jacob Circle

Mahalaxmi

Mumbai 400 011



If any Party shall change its address written notice of such change shall he given to the
other Party and any change shall, by this reference, be adopted into this Clause 15.19 and become
part of this agreement. All notices shall be deemed to have been duly given on:-





	 	a)	 	The date fourteen (14) days after positing if
transmitted by airmail; registered post or
courier or
	 
	 	b)	 	Twenty-four (24) hours after facsimile transmission
with confirmation of error-free
transmission.





16.1 Entire Agreement





This Agreement constitutes and represents the entire agreement between the Parties
hereto with regard to the subject matter hereof and all mailers dealt with herein and
cancels and supersedes all prior arrangements, agreements or understandings, if any,
whether oral or in writing, between the Parties hereto on the subject matter hereof or in
respect of matters dealt with herein,



16.2 Governing law





This Agreement shall be governed by the laws of India.



16.3. Waiver of all rights under the Existing Shareholders Agreement





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Upon execution of this Agreement . SIFY shall be deemed to
have waived all
its existing rights under the
 existing shareholders Agreement including but not limited to the right of pre-emption
over the
share held by Reico Group Limited LLC in the Company.


IN WITNESS
WHEREOF, the Parties hereto have executed these presents the day and year first herein
above written




	 	 	 
	Signed /s/ Karel Frederick Harbour

	 	/s/ David Alan Brown
	(for and on behalf of )

	 	David Alan Brown
	Man Financial Holdings Ltd.

	 	Director
	Mr. Karel Frederick Harbour
	 	 
	Designation: Director
	 	 
	 
	 	 
	Signed: /s/ Helen Davies

Witness 1: Helen Davies
	 	 
	Signed: /s/ Ahm Marcus
	 	 
	Witness 2: Ahm Marcus
	 	 





Signed :
/s/ R. Ramaraj

(For and on behalf of)

Sify Limited

Mr. R. Ramaraj

Designation Managing Director and CEO




Signed: /s/
Gayathri R.S.

Witness 1: /s/ Gayathri R.S.

Signed /s/ M. Aravind

Witness 2: /s/ M. Aravind




Signed:
/s/ Vineet Bhatnagar

(For and on behalf of)

REFCO-Sify Securities India Private Limited

Mr. Vineet Bhatnagar

Designation: Managing Director




Signed:
/s/ R. Bhambhani

Witness 1: /s/ R.
Bhambhani

Signed: /s/ V. Gandhi

Witness 2: /s/ V. Gandhi





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