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EXHIBIT 3.2

THE COMPANIES ACT, 1956

A COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

REDIFF.COM INDIA LIMITED

I. The name of the Company is REDIFF.COM INDIA LIMITED.(@)

II. The Registered Office of the Company will be situated in the State of
Maharashtra.

III. The Main Objects of the Company is established are:

A. THE MAIN OBJECTS WHICH THE COMPANY WILL PURSUE ON ITS INCORPORATION
ARE:

1. To carry on and undertake the business of providing on line
information services in various languages via electronic and
other forms of communications for local and other subscribers in
India and abroad and to deal in all materials connected
therewith.(@)

B. OBJECTS INCIDENTAL OR ANCILLARY TO ATTAINMENT OF THE MAIN OBJECTS:

1. To deal in export, import, buy, sell and or otherwise deal,
manufacture, develop in or carry on business in raw materials,
semi finished material or finished material, software, used or
useful in connection with publication of Electronic
Data/Computer Floppies/disks/cassettes and printing of books,
newspaper, journal, magazines, periodicals, directories
souvenirs, year books, etc.

2. To carry on and undertake the business of publishers of dailies,
weeklies, fortnightly, newspapers, periodicals, journals,
magazines, directories, souvenirs, year books and other literary
works in the Electronic and other forms in any language and on
any subject and marketing including exports markets
sell/distribute such published items to subscribers in India &
abroad.

3. To work as Consultants on Marketing, Advertising and Publicity
and Sales Promotion and undertake such work on behalf of
Companies, Corporations, Local Authorities, Government or any
other Customers.

4. To undertake all type of work in the area of Public Relations,
Press Relations and Editorial Publicity.

5. To plan and carry out training and Educational Programmes within
the areas of Advertising Publicity, Marketing, Mass
Communications and the applied Arts.

6. To organise Meetings and classes, Conferences and competitions to
ascertain the popularity of the products on their own or on
their own or on behalf of the customers, to organise
door-to-door publicity and train personnel for the same.

(@) Amended vide Resolution passed at the Annual General Meeting
held on 13th August 1999

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7. To assist customers in their Sales Promotion, Market Research
Programmes, Recruitment of personnel furnishings with
advertisement and Publicity layouts, write-ups and other
materials necessary for effective Sales Promotion.

8. Generally to carry on business as Advertisers, Publishers,
Canvassers etc. and to undertake all such work which falls
within the purview of modern methods of advertising publicity
propaganda, mass communication, marketing including exports
market and the applied Arts.

9. To employ Artists, Authors, Photographers and other personnel
required for the efficiently carrying out the objects of the
Company and to remunerate them from time to time, to enter into
Agreements with them laying down the terms and conditions of
employment, remuneration, etc. etc.

10. To receive money on deposit, merely for the purpose of financing
the Company's business on interest or otherwise and to lend and
advance money and give credit to such persons and on such terms
as may seem expedient and in particular to customers and others
having dealing with the Company and to guarantee the payment of
money or the performance of any obligation or contract.

11. To lend money with or without security to such companies, firms
or persons, and on such terms as may seem expedient and in
particular to customers of and others having dealings with the
Company and to guarantee the performance of contracts by any
persons, firms or companies. Provided that the Company shall not
carry on the Banking business as defined under the Banking
Companies Act.

12. To borrow or raise or secure the payment of money in such manner
as the company shall think fit and in particular by the issue of
debentures or debenture stock, perpetual or otherwise, charged
upon all or any of the company's property (both present and
future), including its uncalled capital and to purchase, or
redeem, any such securities.

13. To guarantee the payment or repayment of any money or
performances of any contracts or obligations by any person, firm
or company, including such companies which are or may come
under the management or control of the Company, and also to give
guarantee in respect of any financial arrangement that may be
made by or on behalf of such Company and if thought fit to
secure or support such guarantee by mortgage, pledge or
hypothecation of any properties of the Company or to mortgage,
pledge or hypothecate any properties of the Company as security
for any advance to be made to, or any debits or obligations of
any person, firm or company.

14. To draw, make, accept, endorse, discount, execute and issue
promissory Notes, Bills of Exchange, Bills of Lading, Warrants,
Debentures and other negotiable or transferable instruments.

15. To invest or otherwise deal with the funds Company and from time
to time to vary or realise such investments.

16. To remunerate the servants of the Company and others out of and
in proportion to the profits of the Company or otherwise as the
Company may think fit.

17. To remunerate any person or company for services rendered or to
be rendered in acting as trustees for debentures or debenture
stock holders or placing or assisting to place or guarantee the
placing of any of the shares in the Company's capital, or any
debentures, debenture stock or other securities of the Company
in or about the formation or promotion of the Company or the
conduct of its business or for guaranteeing payment of such
debentures or debenture stock and interest.

18. To appoint attorneys and agents whether by commission or otherwise and
constitute agencies and sub-agencies of the Company in India or elsewhere.

19. To allot shares in this Company to be considered as fully or partly paid
up in payment for any property of whatever description which the Company
may acquire or in exchange of services rendered or technical know-how or
goodwill.

20. To adopt such means of making known to the public the business of the
Company as may seem expedient and in particular by advertising in the
press, by circulars and by publication of books and periodicals.

21. To apply for and to acquire any statutory or other powers, rights or
concessions.

22. To provide public or private amusements and entertainments upon any
property of the Company.

23. To acquire or construct, work, maintain, alter, use, deal with and to
sell, let or dispose of any property and/or interest.

24. To acquire and undertake and to work the whole or any part of the
business, property and liabilities of any person, firm or company
carrying on (or in the case of a company formed to carry on) any business
which the company is authorized to carry on, or possessed of property
suitable for the purposes of this company.

25. To enter into partnership or into any agreement for sharing, profits,
union of interests, co-operation, joint adventure, reciprocal concession,
or otherwise with any person, firm or company carrying on or engaged in
or about to carry on or engage in any business or transaction which this
company is authorised to carry on or engage in any business or
transaction capable of being conducted so as directly or indirectly to
benefit this company and to take, subscribe for or otherwise acquire
shares, debentures, and securities of any such company and to hold, sell,
re-issue with or without guarantee or otherwise deal with the same.

26. To acquire from any supreme, municipal, local or other Government or
Authority or from any body or person any concession, charter, contract
right or privilege which may seem desirable for the furtherance of any
object of the company and to make any arrangement which may seem
desirable for the last named purpose with any such Government, Authority,
body or person and to comply with, work, sell or otherwise turn to
account any such concession, charter, contract, right or privilege.

27. To sell, improve, manage, work develop, exchange, lease, mortgage,
charge hypothecate, enfranchise, dispose of, turn to account or
otherwise deal with all or any part of the property and rights of the
company.

28. To carry on any other trade or business of any description whatsoever
(manufacturing, trading or otherwise) which may seem to the company
capable of being advantageously or conveniently carried on including
manufacturing of Capital or Consumers Goods in connection with business
of the Company or otherwise calculated, directly or indirectly, to
enhance the value of any of the Company's property and rights for the
time being or to promote the interests of the company.

29. To amalgamate with any other company having objects altogether or in part
similar to those of this Company.

30. To do all or any of the above things as principals, agents, contractors,
trustees, or otherwise, and by or through trustees, agents or otherwise,
and either along or in conjunction with others, and to establish agencies
or branches for the purposes of the Company's business in such place or

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places as may be considered necessary, and to transact general agency
business.

31. To establish and support or to aid in the establishment and support of
associations, institutions, funds, trusts and conveniences calculated to
benefit employees or ex-employees of the Company or its predecessors in
business or the relative or dependents of such persons and great pensions
or allowances and to subscribe or guarantee money for charitable or
benevolent object or for any exhibition or for any public, general or
useful object.

32. To pay out of the funds of the Company the costs and expenses of and
incidental to the promotion, formation and establishment and registration
of the Company.

33. To sell or dispose of the undertaking of the Company or any part thereof
for such consideration as the Company may think fit and in particular for
shares, fully or partly paid debentures or debenture stock (redeemable or
perpetual) or securities of any other company having objects altogether or
in part similar to those of this Company and to distribute any such
shares, debentures, debenture stock or securities amongst the Members of
the Company and either by way of dividends or upon any return of Capital.

34. To acquire for such consideration as the Company shall think fit in India
or Overseas secret process, inventions, protections, patents, brevets
d'invention and rights in the nature of patent rights therein, the
acquisition of which may seem advantageous or beneficial to the Company
and to test, use exercise, develop or grant licenses in respect of or
otherwise turn to account the property rights or information so acquired.

35. To produce, distribute or exhibit in India or abroad cinematographs,
motion pictures, etc. and for that purpose engage services of Artists,
staff and other personnel required.

36. To acquire by purchase, lease, exchange, hire or otherwise any lands,
tenements and premises of any tenure, or interest in the same whether
subject or not to any charges or encumbrances and to hold or to sell, let,
alienate, mortgage, change or otherwise deal with all or any such lands,
tenements or premises.

37. To construct, erect and maintain either by the Company or other parties,
sewers, roads, streets, brick-kilns and works, buildings, houses, flats,
show-rooms and shops and all other works, erections and things of any
description whatsoever either upon the lands acquired by the Company or
upon other lands and generally to alter and to improve the lands and other
property of the Company.

38. To let on lease any such premises or parts thereof and to provide such
facilities for the occupiers whether members or tenants thereof as are
commonly provided in residential flats, business offices or hotels.

39. To grant easements, profits, a pander or other rights in over or under the
said lands and to acquire such right in, over or under any adjoining lands.

40. To enter into foreign or local collaboration, to start any industry or
business either in India or abroad.

41. To depute any person abroad or in the country or to call for any other
person either from abroad or from this country and pay for all such
expenses.

42. To start, acquire or build new hotels, boarding houses, clubs,
restaurants, cinema houses, theatres, or any other places of recreation.

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43. To acquire any agency rights, distributorships, etc. for goods of
any nature i.e. capital consumer's otherwise.

44. To purchase from within the country or import from abroad
machinery for manufacturing or resale and also to sell machinery
that may be purchased or imported for manufacturing purposes.

45. To sell or hire out machineries installed-either old or new.

46. Generally to do all such other things as may appear to be
incidental or conducive to the attainment of the above object or
any of them in any part of the world either along or in
conjunction with other objects of the Company mentioned hitherto.

C. OTHER OBJECTS:

1. To deal in shares, stock, Government papers, Debentures,
Debenture stock and securities of all kinds on its own account or
as agents for others, for ready or forward deliveries and also to
underwrite any shares, Debentures or Debenture stock.

2. To carry on the business of trading through Electronic Commerce
i.e. commercial transactions on the Internet facilitating buying
and selling or otherwise dealing in all kinds of merchandise and
services including books & publications, audio & video products,
tourism, jewelry, confectioneries and other food items, personal
& health care products, stationary, consumer utility products,
clothings, watches, sports goods, flowers, computers & computer
related accessories and electronic items.(**)

3. a. To engage in the business of data processing, software
development, computer consultancy and software supply
services.

b. To engage in any business relating to access or computer
resource (as defined under any law relating to information
technology)

c. To engage in any information Technology - enabled business
including relating to the Internet, Intranet, Extranet,
Outernet or any developments thereof and all interactive
services.(@)

IV. The liability of the members is limited.

V. "The Authorized share capital of the company is Rs. 10,00,00,000 (Rupees
Ten crores) divided into 5,00,00,000 (Five crore) equity shares of Rs. 2/-
each with power to increase and reduce the capital of the Company and to
divide the shares in the capital for the time being into several classes
and attach thereto respectively such preferential, deferred, qualified or
special rights, privileges or conditions as may be determined by or in
accordance with the Articles of Association of the Company for the time
being and to vary, modify or abrogate any such rights, privileges or
conditions in such manner as may be permitted by the Companies Act, 1956
or by the Articles of Association of the Company for the time being."(~)

(Amended vide Resolution passed at the Extra-Ordinary General Meeting held
on 20th March, 1998).

(**) Amended vide Resolution passed at the Extra-Ordinary General Meeting
held on 6th July, 1998).

(@) Amended vide Resolution passed at the Annual General Meeting held on
13th August, 1999

(~) Amended vide Resolution passed at the Extra-Ordinary General Meeting
held on 6th January, 2000

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We, the several persons whose names, addresses and descriptions are hereunder
subscribed are desirous of being formed into a Company in pursuance of this
Memorandum of Association and we respectively agree to take the number of
shares in the Capital of the Company set opposite to our respective names.

No. of Equity Signature Signature, Name,
Name, Address, Description & Shares taken of the Address Description &
Sr Occupation if any of by each Subscribe Occupation if any of the
No Subscribers. Subscriber. rs Witness.
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1 AJIT BALAKRISHNAN 100 SD/- WITNESS TO BOTH:
S/O. THAYYAMBALI EQUITY
BALAKRISHNAN SHARES OF
26 D. SAGAR SANGEET RS.10/- SD/-
COLABA, EACH BHARAT M. PENDSE
BOMBAY 400 025 S/O.MADHAV
BUSINESS S.PENDSE
31, PREM MILAN,
87-B, NEPEAN SEA
ROAD
BOMBAY 400 006
2 ARUN NANDA 100 SD/- CHARTERED
S/O.DIWAN NAROTAMLAL EQUITY ACCOUNTANT
NANDA SHARES OF
15. TARANGINI APARTMENTS RS.10/-
VEER SAVARKAR MARG
BOMBAY 400 025
BUSINESS
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TOTAL 200 EQUITY
SHARES OF
RS.10/-EACH

PLACE: BOMBAY DATE: 14TH DECEMBER, 1995