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 communication 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

7. To assist customers in their Sales Promotion, Market
Research Programmes, Recruitment of personnel furnishing
with advertisement

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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.

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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 authorised 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 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

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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 or 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 of 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.

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.

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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 & heath
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 2,00,00,000 (Two Crore) equity shares of Rs. 5
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

(#)Amended vide Resolution passed at the Extra-Ordinary General Meeting
held on 3rd May, 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, Name,
Name, Address, Description & Shares taken Signature Address Description &
Sr Occupation if any of by each of the Occupation if any of
No Subscribers. Subscriber. Subscribers the Witness.
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1 AJIT BALAKRISHNAN 100 SD/-
S/O. THAYYAMBALI EQUITY WITNESS TO BOTH:
BALAKRISHNAN SHARES OF
26 D, SAGAR SANGEET RS.10/- EACH SD/-
COLABA, BHARAT M. PENDSE
BOMBAY 400 025 S/O.MADHAV S.PENDSE
BUSINESS 31, PREM MILAN,
87-B, NEPEAN SEA ROAD
BOMBAY 400 006

2 ARUN NANDA 100 CHARTERED ACCOUNTANT
S/O.DIWAN NAROTAMLAL EQUITY SD/-
NANDA SHARES OF
15, TARANGINI APARTMENTS RS.10/- EACH
VEER SAVARKAR MARG
BOMBAY 400 025
BUSINESS

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TOTAL 200 EQUITY
SHARES OF
RS.10/-EACH

PLACE: BOMBAY DATED: 14TH DECEMBER, 1995