EXHIBIT 4.2

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.

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

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.

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

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. 12,00,00,000
(Rupees Twelve Crores) divided into 2,40,00,000(Two Crores Forty Lakhs)
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.

(%) Amended vide Resolution passed at the Annual General Meeting held
on 9th August, 2004.

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.

- ----- ------------------------------- ---------------- ---------- -----------------------
Sr Name, Address, Description & No. of Equity Signature Signature, Name,
No Occupation if any of Shares taken of the Address Description
Subscribers. by each Subscribers & Occupation if any
Subscriber. of the Witness.
- ----- ------------------------------- ---------------- ---------- -----------------------

1 AJIT BALAKRISHNAN 100 SD/- WITNESS TO BOTH:

S/O.THAYYAMBALI EQUITY
SD/-

BALAKRISHNAN SHARES OF
BHARAT M. PENDSE
26 D, SAGAR SANGEET RS.10/-
EACH S/O.MADHAV
COLABA, S.PENDSE

BOMBAY 400 025 31, PREM MILAN,

BUSINESS 87-B, NEPEAN SEA
ROAD

BOMBAY 400 006

CHARTERED
ACCOUNTANT

2 ARUN NANDA 100 SD/-

S/O.DIWAN NAROTAMLAL EQUITY

NANDA SHARES OF

15, TARANGINI APARTMENTS RS.10/-
EACH

VEER SAVARKAR MARG

BOMBAY 400 025

BUSINESS

TOTAL

----------------
200 EQUITY

SHARES OF

RS.10/- EACH

- ----- ------------------------------- ---------------- ---------- -----------------------
PLACE: BOMBAY DATED: 14TH DECEMBER, 1995