EXHIBIT 1.2

                           (THE COMPANIES ACT, 1956)

                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       OF

                          VIDESH SANCHAR NIGAM LIMITED

Interpretation Clause.          ARTICLE  1  -  In  the   interpretation  of  the
                                Memorandum of  Association  and these  Articles,
                                the   following   expressions   shall  have  the
                                following  meanings,  unless  repugnant  to  the
                                subject or context.

The Act/or the said Act.        (a)  "The  Act" or "the  said  Act"  means  "The
                                Companies  Act,  1956",  for the  time  being in
                                force.

These Articles.                 (b) "These  Articles"  means  these  Articles of
                                Association as originally framed or as from time
                                to time altered by Special Resolution.

(1)[Beneficial Owner             (bb) "Beneficial  Owner"  means the  beneficial
                                owner as defined  in clause  (a) of  sub-section
                                (1) of Section 2 of the Depositories Act, 1996.]

The Company.                    (c) "The Company"  means VIDESH  SANCHAR  NIGAM
                                LIMITED.

The Directors.                  (d) "The Directors"  means the Directors for the
                                time being of the Company and  includes  persons
                                occupying  the position of Directors by whatever
                                name called.

(2)[Depositories Act, 1996       (dd)  "Depositories  Act,  1996"  includes  any
                                statutory  modification or re-enactment thereof"
                                and

Depository                      (ddd) "Depository" means a Depository as defined
                                under clause (e) of sub-section (1) of Section 2
                                of the Depositories Act, 1996.]

The Board or Board              (e) "The  Board,"  or the  "Board of  Directors"
of  Directors.                  means a meeting of the Directors duly called and
                                constituted or as the case may be, the Directors
                                assembled at a Board, or the requisite number of
                                Directors entitled to pass a circular resolution
                                in accordance with the Act.

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(1-2)    INSERTED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT 12TH AGM
         HELD ON 21 SEPTEMBER 1998.

                                                                               1
<PAGE>

The Chairman.                   (f) "The  Chairman"  means the  Chairman  of the
                                Board of  Directors  for the  time  being of the
                                Company.

The Managing Director.          (g) "The Managing Director" includes one or more
                                persons appointed as such or any of such persons
                                or  Directors  for the time being of the Company
                                who may  for  the  time  being  be the  Managing
                                Director of the Company.

The Office.                     (h) "The Office" means the Registered Office for
                                the time being of the Company.

The President.                  (i)"The President" means the President of India.

Capital.                        (j)  "Capital"  means the Share  Capital for the
                                time being raised or authorised to be raised for
                                the purpose of the Company.

Register.                       (k) "Register"  means the Register of Members of
                                the Company  required to be kept pursuant to the
                                Act.

The Registrar.                  (l)  "The  Registrar"  means  the  Registrar  of
                                Companies,  of the State  where  the  registered
                                office of the Company is situated.

Dividend.                       (m) "Dividend" includes bonus shares.

Month.                          (n) "Month" means a calendar month.

Seal.                           (o) "Seal"  means the  Common  Seal for the time
                                being of the Company.

Proxy.                          (p) "Proxy"  includes  Attorney duly constituted
                                under a Power-of-Attorney.

In writing.                     (q) "In writing"  and  "written"  shall  include
                                printing,   lithography   and  other   modes  of
                                representing  or reproducing  words in a visible
                                form.

Plural Number.                  (r) Words  importing  the  singular  number also
                                include the plural number and vice versa.

Persons.                        (s) Words importing persons include corporations
                                and firms as well as individuals.

Gender.                         (t) Words importing  masculine gender shall also
                                include the feminine gender.

Government.                     (u) "Government" means the "Central Government".


2
<PAGE>

Expression in the Act to        (v)   Subject   as   aforesaid,   any  words  or
bear same meaning in            expressions  defined in the Act,  shall,  except
Articles.                       where the subject or context  forbids,  bear the
                                same meaning in these Articles.

Marginal Notes.                 (w) The  marginal  notes hereto shall not affect
                                the construction of the Articles.

Table "A" not to apply.         ARTICLE 2 - The  regulations  contained in Table
                                "A" in the first  Schedule  to the Act shall not
                                apply to the Company.

Company to be governed          ARTICLE 3 - The  regulations  for the management
by these Articles.              of the  Company  and for the  observance  of the
                                members thereof and their representatives shall,
                                subject to any exercise of the statutory  powers
                                of the  Company  in  reference  to the repeal or
                                alternation of or addition to its regulations by
                                special resolution as prescribed or permitted by
                                the  Act,  be such  as are  contained  in  these
                                Articles.

Company's shares not to         ARTICLE 4 - No part of the funds of the  Company
be purchased.                   shall be employed  directly or indirectly in the
                                purchase of or in loans upon the security of the
                                Company's shares.

                                            CAPITAL AND SHARES

(3)[Share Capital.              ARTICLE  5 -  Authorised  share  capital  of the
                                Company shall be Rs.300,00,00,000  (Rupees Three
                                hundred  crores only) divided into  30,00,00,000
                                (thirty   crores)   equity   shares  of  Rs.10/-
                                (Rupees ten only) each.]

Power to  increase              ARTICLE 6 - Subject to the approval of the share
capital.                        President,  the  Board  may,  from time to time,
                                with the  sanction  of the  Company in a general
                                meeting,  increase the share capital by such sum
                                to be divided into shares of such amounts as the
                                resolution shall prescribe.

Commission.                     ARTICLE 7 - The Company  may,  at any time,  pay
                                commission  to any  person  for  subscribing  or
                                agreeing to  subscribe  (whether  absolutely  or
                                conditionally)  for any shares,  debentures,  or
                                debenture  stock of the Company or  procuring or
                                agreeing   to  procure   subscription   (whether
                                absolute   or   conditional)   for  any  shares,
                                debentures or debenture stock of the Company but
                                so that if the  commission  in respect of shares
                                shall  be paid or  payable  out of  capital  the
                                statutory  conditions and requirements  shall be
                                observed  and  complied  with and the  amount or
                                rate of  commission  shall not  exceed 5% on the
                                price  of  shares  and 2 1/2%  on the  price  of
                                debentures  or  debenture  stock,  in each  case
                                subscribed or to be  subscribed.  The commission
                                may be paid or  satisfied  in cash or in shares,
                                debentures or debenture stock of the Company.


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(3)  AMENDED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT 14TH AGM HELD
     ON SEPTEMBER 2000.


                                                                               3
<PAGE>

On what condition new           ARTICLE 8 - Subject to such directions as may be
shares may be issued.           issued  by the  President  in this  behalf,  new
                                shares  shall be  issued  upon  such  terms  and
                                conditions  and with such rights and  privileges
                                annexed   thereto    as  the   general   meeting
                                resolving upon the creation thereof shall direct
                                and if no  direction be given as the Board shall
                                determine.

How far new shares to           ARTICLE 9 - Except so far as otherwise  provided
rank with existing shares.      by  the   conditions  of  issue,   or  by  these
                                Articles,  any capital raised by the creation of
                                new  shares  shall  be  considered  part  of the
                                original  capital  and shall be  subject  to the
                                provisions  herein  contained  with reference to
                                the payment of calls and installments,  transfer
                                and transmission,  lien,  voting,  surrender and
                                otherwise.

Reduction of capital.           ARTICLE  10  -  Subject  to  the  provisions  of
                                Section  100  to  104 of  the  Act  and to  such
                                directions  as may be issued by the President in
                                this behalf, the Company may, from time to time,
                                by  special  resolution  reduce  its  capital by
                                paying off capital or  canceling  capital  which
                                has been lost or is  unrepresented  by available
                                assets,   or  is  superfluous  by  reducing  the
                                liability  on the shares or  otherwise as may be
                                expedient,  and capital may be paid off upon the
                                footing  that  it  may be  called  up  again  or
                                otherwise;  and the Board  may,  subject  to the
                                provisions  of  the  Act,  accept  surrender  of
                                shares.

(4) [Sub-division and           ARTICLE  11 -  Subject  to the  approval  of the
consolidation of shares.        President,  the Company in general  meeting may,
                                from  time  to  time,  sub-divide  other  powers
                                conferred  by  Section  94 of the Act and  shall
                                file with the Registrar  such notice of exercise
                                of any such  powers  as may be  required  by the
                                Act.

                                Provided however that the provision  relating to
                                progressive  numbering  shall  not  apply to the
                                shares   of  the   Company   which   have   been
                                dematerialised.]

Power to modify.                ARTICLE 12 - If at any time,  the capital of the
                                Company  by reason  of the  issue of  preference
                                shares or otherwise,  is divided into  different
                                classes  of  shares,  all or  any of the  rights
                                attached  to  the  shares  of  each  class  may,
                                subject to the provisions of Section 106 and 107
                                of the Act be varied with the consent in writing
                                of the holders of at least  three-fourth  of the
                                issued shares of that class or with the sanction
                                of a special  resolution  passed  at a  separate
                                meeting of the holders of issued  shares of that
                                class   and  all  the   provisions   hereinafter
                                contained as to general  meeting shall,  MUTATIS
                                MUTANDIS, apply to every such meeting.


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(4)  AMENDED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT 12TH AGM HELD
     ON 21-09-1998.
4
<PAGE>

(5)[Allotment of shares.        ARTICLE 13 - Subject to the  provisions of these
                                Articles,  the shares shall be under the control
                                of the  Board  of  Directors  who may  allot  or
                                dispose  of the  same,  or any of them,  to such
                                persons upon such terms and conditions,  at such
                                times, and upon such  consideration as the Board
                                may think fit.  Provided that option or right to
                                call of shares  shall not be given to any person
                                or persons  without the  sanction of the company
                                in General Meeting.]

Installments of shares          ARTICLE 14 - If by the  conditions  of allotment
to be duly paid.                of any share, the whole or part of the amount or
                                issue   price   thereof   shall  be  payable  by
                                instalments,  every such instalment  shall, when
                                due,  be paid to the  Company by the person who,
                                for the  time  being,  shall  be the  registered
                                holder  of  the  shares  or by his  executor  or
                                administrator.

Liability of joint-holders      ARTICLE 15 - The Joint  Holders of a share shall
of shares.                      be severally  as well as jointly  liable for the
                                payment  of all  instalments  and  calls  due in
                                respect of such share.

How shares may be registered.   ARTICLE  16 - Shares  may be  registered  in the
                                name  of  any  person,  company  or  other  body
                                corporate.  Not more than four persons  shall be
                                registered as joint-holders of any share.

(6)[Share Certificates.         ARTICLE  17A -  Subject  to  the  provisions  of
                                Articles  17B and 17C every person whose name is
                                entered  as a  member  in  the  register  shall,
                                without payment, be entitled to a certificate or
                                more  certificates  in marketable  lot under the
                                common seal of the company  specifying the share
                                or  shares  held  by him  and  the  amount  paid
                                thereon. Provided that, in respect of a share or
                                shares  held  jointly  by several  persons,  the
                                Company  shall  not be bound to issue  more than
                                one  certificate  and delivery of a  certificate
                                for a  share  to one of  several  joint  holders
                                shall be sufficient delivery to all.

                                17B.  Save as  herein  otherwise  provided,  the
                                Company  shall be  entitled  to treat the person
                                whose name appears on the Register of Members as
                                holder of any share or whose name appears as the
                                beneficial owner of shares in the records of the
                                Depository  as the  absolute  owner  thereof and
                                accordingly  shall not  (except  as ordered by a
                                Court  of  competent  jurisdiction  or as by law
                                required) be bound to recognise any benami trust
                                or  equity  or  equitable,  contingent  or other
                                claim or  interest  in such share on the part of
                                any other  person  whether or not it, shall have
                                express or implied notice thereof.


----------------
(5)  AMENDED VIDE SPECIAL  RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
     ON 29 SEPTEMBER 1992.

(6)  AMENDED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT 12TH AGM HELD
     ON 21 SEPTEMBER 1998.


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<PAGE>

                                17C.  Notwithstanding anything contained herein,
                                the Company  shal1 be entitled to  dematerialise
                                pursuant to the  provisions of the  Depositories
                                Act,  1996  its  shares   debentures  and  other
                                securities for  subscription in a dematerialised
                                form.  The Company  shall further be entitled to
                                maintain a Register of Members  with the details
                                of Members  holding  shares both in material and
                                dematerialised form in any media as permitted by
                                law including any form of electronic media.]


Issue of new share              ARTICLE 18 - If a share certificate is worn out,
certificate(s) in place         defaced, lost, or destroyed, it may  be renewed
of worn out, defaced, lost      in accordance with the Share  Certificate  Rules
or destroyed.                   under the  Act on payment  of fee not  exceeding
                                Rupee  one and on  such  terms,  if  any,  as to
                                evidence  and  indemnity  and  the  payment  of
                                out-of-pocket  expenses  incurred by the Company
                                in investigating evidence as the Board may think
                                fit.

                                               CALL ON SHARES

Board of Directors to           ARTICLE  19 - (1) The  Board of  Directors,  may
make calls.                     from time to time,  by a resolution  passed at a
                                meeting of the Board (and not by a resolution by
                                circulation)  make such  call as it  thinks  fit
                                upon the members in respect of moneys  unpaid on
                                the shares held by them  respectively, by giving
                                not less than 15 days  notice  for  payment  and
                                each  member  shall pay the amount of every call
                                so made on him to the  persons  and at the times
                                and places  appointed by the Board of Directors.
                                A call may be made payable by  instalments.  The
                                Board may, at their discretion,  extend the time
                                for  payment  of  such  calls.

Calls  to  carry interest.      (2) If any member fails to pay any call due from
                                him on the day appointed for payment  thereof or
                                any such  extension  thereof  as  aforesaid,  he
                                shall be liable to pay interest on the same from
                                the day appointed for the payment thereof to the
                                time of  actual  payment,  at such rate as shall
                                from  time to  time be  fixed  by the  Board  of
                                Directors  but  nothing  in this  Article  shall
                                render it compulsory  for the Board of Directors
                                to demand or recover any interest  from any such
                                member.

Sums  payable on  allotment     ARTICLE  20 - (1) Any sum  which by the terms of
or at fixed  date to be paid    issue of a share becomes payable on allotment or
on due  dates.                  at any fixed  date,  whether  on  account of the
                                nominal value of the share or by way of premium,
                                shall for the purposes of these  regulations  be
                                deemed to be a call duly made and payable on the
                                date on  which by the  terms  of issue  such sum
                                becomes payable.

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<PAGE>

Voluntary advances of           (2)(a)  The Board may, if it thinks fit, receive
uncalled share capital.         from any member willing to advance the same, all
                                or any part of the  moneys  uncalled  and unpaid
                                upon any shares held by him.

(7)[Interest payable on calls   (2)(b)  Upon  all  or  any   of  the  moneys  so
in advance.                     advanced may, until the same would, but for such
                                advance,  become presently payable, pay interest
                                at such rate not  exceeding,  unless the Company
                                in general meeting shall otherwise  direct,  six
                                percent per annum as may be agreed upon  between
                                the  Board  and  the  member  paying  the sum in
                                advance and the Board of  Directors  may, at any
                                time,  repay the amount so advanced  upon giving
                                to such members  three months notice in writing.
                                Moneys  paid in  advance  of calls  shall not in
                                respect thereof confer a right to dividend or to
                                participate in the profits of the Company.]

Calls to date from resolution.  ARTICLE 21 - A call shall be deemed to have been
                                made at the time when the resolution authorising
                                such call was  passed at a meeting  of the Board
                                of Directors.

Forfeiture of shares.           ARTICLE  22 - (1) If a  member  fails to pay any
                                call  or  instalment  of  a  call,  on  the  day
                                appointed for payment thereof, the Board may, at
                                any time thereafter during such time as any part
                                of the call or instalment remains unpaid,  serve
                                a notice on him requiring  payment of so much of
                                the call or  instalment  as is  unpaid  together
                                with any interest which may have accrued.

                                (2) The notice aforesaid shall:

                                   (a) name a  further  day (not  being  earlier
                                   than the  expiry  of  fourteen  days from the
                                   date of service  of the  notice) on or before
                                   which the  payment  required by the notice is
                                   to be made; and,

                                   (b) state that,  in the event of  non-payment
                                   on or before the day so named,  the shares in
                                   respect  of which  the call was made  will be
                                   liable to be forfeited.

                                (3) If the  requirement  of any such  notice  as
                                aforesaid  are not complied  with,  any share in
                                respect  of which the notice has been given may,
                                at  any  time  thereafter   before  the  payment
                                required  by  the  notice  has  been  made,   be
                                forfeited by a  resolution  of the Board to that
                                effect.

                                (4) A forfeited  share may be sold or  otherwise
                                disposed  of on such terms and in such manner as
                                the Board thinks fit.


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(7)  AMENDED VIDE SPECIAL  RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
     ON 29 SEPTEMBER 1992.


                                                                               7
<PAGE>

                                (5) At any  time  before a sale or  disposal  as
                                aforesaid,  the Board may cancel the  forfeiture
                                on such terms as it thinks fit.

Liability to pay money          ARTICLE 23 - (1) A person whose shares have been
owing at the time of            forfeited  shall cease to be a member in respect
forfeiture.                     of   the    forfeited    shares,    but   shall,
                                notwithstanding the forfeiture, remain liable to
                                pay to the Company all moneys  which at the date
                                of forfeiture,  were presently payable by him to
                                the Company in respect of the shares.

                                (2) The liability of such persons shall cease if
                                and when the Company shall have received payment
                                in full of all such  moneys  in  respect  of the
                                shares.

Declaration of forfeiture.      ARTICLE 24 - (1) A duly verified  declaration in
                                writing that the  declarant  is a Director,  the
                                Manager or the  Secretary,  of the Company,  and
                                that  a  share  in the  Company  has  been  duly
                                forfeited  on a date stated in the  declaration,
                                shall  be  conclusive   evidence  of  the  facts
                                therein  stated as against all persons  claiming
                                to be entitled to the share.

                                (2) The Company  may receive the  consideration,
                                if any,  given  for  the  share  on any  sale or
                                disposal  thereof  and may execute a transfer of
                                the share in  favour  of the  person to whom the
                                share is sold or disposed of.

                                (3) The transferee shall thereupon be registered
                                as the holder of the share.

                                (4) The transferee  shall not be bound to see to
                                the  application of the purchase  money, if any,
                                nor shall his title to the share, be affected by
                                any    irregularity   or   invalidity   in   the
                                proceedings  in  reference to or disposal of the
                                share.

Provisions regarding            ARTICLE 25 - The provisions of these Articles as
forfeiture to apply in the      to  forfeiture   shall  apply  in  the  case  of
case of non-payment of          non-payment  of any sum  which by terms of issue
sums payable at a fixed         of a share,  becomes  payable  at a fixed  time,
time.                           whether on account of the  nominal  value of the
                                shares or by way of premium,  as if the same had
                                been  payable  by virtue of a call duly made and
                                noticed.



8
<PAGE>

(8)[Company's lien on shares.   ARTICLE 26 - The Company  shall have a first and
                                paramount  lien upon every share not being fully
                                paid up,  registered  in the name of each member
                                (whether  solely or jointly  with  others),  and
                                upon the  proceeds  of sale  thereof  for moneys
                                called or  payable at a fixed time in respect of
                                such  shares  whether  the time for the  payment
                                thereof shall have  actually  arrived or not and
                                no  equitable  interest  in any  share  shall be
                                created  except upon the  footing and  condition
                                that this Article is to have full  effect.  Such
                                lien shall extend to all  dividends  and bonuses
                                from time to time  declared  in  respect of such
                                shares.    Unless    otherwise    agreed,    the
                                registration  of a  transfer  of a  share  shall
                                operate as a waiver of the  Company's  lien,  if
                                any, on such shares.]

Enforcement of lien on sale     ARTICLE  27 - The  Company  may  sell,  in  such
of shares.                      manner as the Board  thinks  fit,  any shares on
                                which the Company has lien, but no sale shall be
                                made  unless a sum in  respect of which the lien
                                exists  is   presently   payable  or  until  the
                                expiration  of  fourteen  days after a notice in
                                writing  stating and  demanding  payment of such
                                part of amount in respect  of which lien  exists
                                as is presently  payable,  has been given to the
                                registered  holder  for the  time  being  of the
                                share, or the person entitled  thereto by reason
                                of his death or insolvency.

Application of proceeds         ARTICLE 28 - The  proceeds  of the sale shall be
of sales.                       received  by the Company and shall be applied in
                                payment of such part of the amount in respect of
                                which lien  exists as is  presently  payable and
                                the  residue  shall  (subject to a like lien for
                                sums not  presently  payable as existed upon the
                                shares prior to the sale) be paid to the persons
                                entitled  to the shares at the date of the sale.
                                The purchaser  shall be registered as the holder
                                of the share and he shall not be bound to see to
                                the application of the purchase money, nor shall
                                his  title  to the  shares  be  affected  by any
                                irregularity or invalidity in the proceedings in
                                reference to the sale.

Transfer and transmission       ARTICLE  29  -  Subject  to  the  provisions  of
of shares.                      Article  3, the  right of  members  to  transfer
                                their shares shall be restricted as follows:

                                (9)[(a) A share may be  transferred by a  member
                                or other person entitled to transfer to a person
                                approved by the Board.]

                                (b) Subject to the Act and subject as aforesaid,
                                the   Board   may,   in   their   absolute   and
                                uncontrolled discretion,  refuse to register any
                                proposed transfer of shares.

                                (10)[(c)If the Board refuse to register transfer
                                of any shares, the Board shall, within one month
                                of the date on which the  instrument of transfer
                                is   delivered   to  the  Company, send  to  the
                                transferee  and  the  transferor  notice  of the
                                refusal.   Provided  that   registration   of  a

----------------

(8)  AMENDED VIDE SPECIAL  RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
     ON 29 SEPTEMBER 1992.

(9)  AMENDED VIDE SPECIAL  RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
     ON 29 SEPTEMBER 1992.

(10) AMENDED VIDE SPECIAL  RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
     ON 29 SEPTEMBER 1992.

                                                                               9
<PAGE>

                                transfer  shall not be  refused on the ground of
                                the  transferor  being  either  alone or jointly
                                with any other person or persons indebted to the
                                company on any account  whatsoever except a lien
                                on the shares.]

                                (d)  Subject  to the  provisions  of the Act and
                                save as  herein  otherwise  provided,  the Board
                                shall be entitled to treat the person whose name
                                appears on the register of members as the holder
                                of any share as the absolute  owner  thereof and
                                accordingly  shall not  (except  as  ordered  by
                                court  of  competent  jurisdiction  or as by law
                                required)  be bound  to  recognise  any  benami,
                                trust or equity or equitable contingent or other
                                claim to or  interest  in such share on the part
                                of any  person  whether  or not  it  shall  have
                                express or implied notice thereof.

(11)[Transmission by            (e) In the case of  transfer  of shares or other
operation of law.               marketable  securities where the company has not
                                issued any certificates and where such shares or
                                securities  are being held in an electronic  and
                                fungible form the provisions of the Depositories
                                Act, 1996 shall apply.]

Execution of transfer.          ARTICLE 30 - The  instrument  of transfer of any
                                share in the Company  shall be executed  both by
                                the transferor and transferee and the transferor
                                shall be deemed  to  remain  holder of the share
                                until the name of the  transferee  is entered in
                                the register of members in respect thereof.

Register of  transfers.         ARTICLE 31 - The Company  shall keep a book,  to
                                be  called  the  "Register  of  Transfers"   and
                                therein shall be fairly and  distinctly  entered
                                particulars of every transfer or transmission of
                                any share.

Instrument of transfer to be    ARTICLE 32 - Every  instrument of transfer shall
left at office and evidence     be  delivered  to the  Company at the office for
of titled to be given.          registration  accompanied by any  certificate of
                                the shares to be  transferred  and such evidence
                                as the Company may require to prove the title of
                                the  transferor,  or his right to  transfer  the
                                shares.  All  instruments  of transfer  shall be
                                retained by the Company,  but any  instrument of
                                transfer which the Board may decline to register
                                shall  on  demand,  be  returned  to the  person
                                depositing the same.

(12)[Form of transfer.          ARTICLE 33 - The instrument of transfer shall be
                                in writing and all the provisions of Section 108
                                of  the  Companies  Act  and  of  any  statutory
                                modification thereof for the time being shall be
                                duly  complied  with in respect of all transfers
                                of shares and registration thereof.]

----------------

(11) AMENDED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT 12TH AGM HELD
     ON 21 SEPTEMBER 1998.

(12) AMENDED VIDE SPECIAL  RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
     ON 29 SEPTEMBER 1992.


10
<PAGE>

Closing of Registers of         ARTICLE  34 - The  Register  of  Members  or the
members and Debenture           Register of  Debenture-holders may be closed for
holders.                        any period or periods  not  exceeding  45 (forty
                                five)  days in each  year but not  exceeding  30
                                (thirty)  days at any one time after  giving not
                                less  than 7  (seven)  days  previous  notice by
                                advertisement  in some newspaper  circulating in
                                the district in which the  registered  office of
                                the Company is situated.

                                ARTICLE  35  deleted  vide  Special   Resolution
                                passed  by the  Shareholders  at 6th AGM held on
                                29-09-1992.

Board's right to refuse         ARTICLE  36 - The Board  shall have the right to
registration.                   refuse  to   register  a  person   entitled   by
                                transmission to any shares or his nominee, as if
                                he were  the  transferee  named  in an  ordinary
                                transfer presented for registration.

How far new shares to           ARTICLE 37 - Except so far as otherwise provided
rank with share in              by  the   conditions  of  issue,   or  by  these
original capital.               Articles,  any capital raised by the creation of
                                new  shares  shall  be  considered  part  of the
                                original  capital  and shall be  subject  to the
                                provisions  herein  contained  with reference to
                                the payment of calls and  instalments,  transfer
                                and transmission,  lien,  voting,  surrender and
                                otherwise.

(13)[New Shares to be offered   ARTICLE 38 - The new shares  shall be offered to
to Members.                     the  persons  who at the date of the  offer  are
                                holders of the equity shares of the company,  in
                                proportion as nearly as circumstances  admit, to
                                the capital paid up on those shares at that date
                                and  such   offer   shall  be  made  by   notice
                                specifying  the  number  of  shares to which the
                                member is  entitled  and  limiting a time within
                                which the offer, if not accepted, will be deemed
                                to be declined, and after the expiration of such
                                time or in  receipt  of an  intimation  from the
                                member  to whom  such  notice  is given  that he
                                declines to accept the shares offered, the Board
                                may  dispose of the same in such  manner as they
                                think most beneficial to the Company.]

                                               BORROWING POWERS

Power of borrowing.             ARTICLE 39 - (1)  Subject to the  provisions  of
                                Sections 292 and 293(1)(d) of the Act, the Board
                                may by means of a resolutio  passed at a meeting
                                of the Board  from time to time,  borrow  and/or
                                secure  the  payment of any sum or sums of money
                                for the purposes of the Company.


----------------
(13)  AMENDED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
      ON 29 SEPTEMBER 1992.


                                                                              11
<PAGE>

Conditions on which             (2) The Board may secure the  repayment  of such
money may be borrowed.          moneys in such  manner  and upon such  terms and
                                conditions in all respects as they think fit and
                                in particular  by the issue of bonds,  perpetual
                                or redeemable debentures,  or debenture-stock or
                                any  mortgage,  charge or other  security on the
                                undertaking  of the  whole  or any  part  of the
                                property  of  the  Company   (both  present  and
                                future)  including its uncalled  capital for the
                                time being.

How debentures etc. shall       (3) Debentures,  bonds etc. of the Company shall
be transferred.                 be transferred or transmitted in accordance with
                                the procedure  prescribed  for shares in Section
                                108 of the  Companies  Act  and  the  prevailing
                                rules made thereunder by Central Government from
                                time to time,  unless  different  provisions are
                                made   specifically   in  the   terms  of  issue
                                governing such debentures, bonds etc.

Securities may be               ARTICLE 40 - Debentures,  debenture stock, bonds
assignable free from            or other  securities may be made assignable free
equities.                       from any  equities  between  the Company and the
                                person to whom the same may be issued.

(14)[Issue at discount etc. or  ARTICLE 41 - Subject to  Sections  79 and 117 of
with special privileges.        the Act, any debentures,  debenture stock, bonds
                                or other securities may be issued at a discount,
                                premium  or  otherwise,  and  with  any  special
                                privileges to redemption,  surrender,  drawings,
                                allotment  of shares,  appointment  of Directors
                                and  otherwise.   Debentures,   Debenture-Stock,
                                Bonds or  other  securities  with  the  right to
                                allotment of or conversion  into shares shall be
                                issued  only with the  consent of the company in
                                General Meeting.]

Inviting/accepting deposits.    ARTICLE  42  -  Subject  to  the  provisions  of
                                Sections  58A  and  58B,  292  and  293  of  the
                                Companies Act and the rules made thereunder from
                                time to time,  the Board of Directors  may, from
                                time to time, invite and/or accept deposits from
                                members of the public  and/or  employees  of the
                                Company/or  otherwise at such interest  rates as
                                may be decided by the Board.  Board may also pay
                                commission  to any  person  for  subscribing  or
                                agreeing  to  subscribe  or  procure or agree to
                                procure these deposits.

                                               GENERAL MEETINGS

Notice of General Meeting.      ARTICLE  43 -  (1)  A  general  meeting  of  the
                                Company  may be called  by giving  not less than
                                twenty one days notice in writing.

                                (2) A general meeting may be called after giving
                                shorter notice than that specified in clause (1)
                                of this Article if consent is accorded thereto:


----------------

(14) AMENDED VIDE SPECIAL  RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
     ON 29 SEPTEMBER 1992.


12
<PAGE>

                                   (i) in the case of an annual general meeting,
                                   by all the members  entitled to vote thereat,
                                   and

                                   (ii) in the case of any other meeting subject
                                   to the  provisions of Section 171 of the Act,
                                   by members of the  Company  holding  not less
                                   than ninety five  percent of such part of the
                                   paid-up share capital of the Company as gives
                                   a right to vote at meeting.

Business of  meeting.           ARTICLE 44 - The ordinary  business of an annual
                                general meeting shall be to receive and consider
                                the profit and loss account,  the balance sheet,
                                and the report of the Board of Directors  and of
                                the  Auditors,  and to  declare  dividends.  All
                                other  business  transacted  at such meeting and
                                all  business  transacted  at an extra  ordinary
                                meeting shall be deemed special.

Quorum.                         ARTICLE 45 - (1) No business shall be transacted
                                at  any  general  meeting  unless  a  quorum  of
                                members is present at the time when the  meeting
                                proceeds to business.

                                (2)  Save as  herein  otherwise  provided,  five
                                members   present,   one  of  whom   will  be  a
                                representative of the President, in person shall
                                be quorum for a general meeting of the Company.

General Meetings.               ARTICLE 46 - The first annual general meeting of
                                the Company shall be held within eighteen months
                                of  its  incorporation  thereafter,  the  annual
                                general  meeting shall be held within six months
                                after the expiry of each financial year,  except
                                in the case where,  for any special  reason time
                                for  holding  any annual  general  meeting  (not
                                being  the  first  annual  general  meeting)  is
                                extended by the  Registrar  under Section 166 of
                                the Act, no greater interval than fifteen months
                                shall be allowed to elapse  between  the date of
                                one annual general meeting and that of the next.
                                Every  annual  general  meeting  shall  be  held
                                during  business  hours  on a day  other  than a
                                public holiday  either at the registered  office
                                of the  company  or at some  other  place as the
                                Central  Government  may direct,  and the notice
                                calling  the  meeting  shall  specify  it as the
                                annual  general  meeting.  All other meetings of
                                the  Company  shall  be  called   "Extraordinary
                                General Meeting".

When Extra-ordinary             ARTICLE 47 - The Board may,  whenever they think
meeting to be called.           fit and shall, on the requisition of the holders
                                of   not   less    than   one   tenth   of   the
                                paid-up-capital  of the  Company  upon which all
                                calls or other sums then due have been paid,  as
                                at the date  carry the right of voting in regard
                                to that matter  forthwith  proceed to convene an
                                extraordinary meeting of the Company, and in the
                                case  of   such   requisition,   the   following
                                provisions shall have effect:-


                                                                              13
<PAGE>

                                (1) The  requisition  must state the  objects of
                                the   meeting   and  must  be   signed   by  the
                                requisitionists  and deposited at the office and
                                may consist of several  documents,  in like-form
                                each signed by one or more requisitionists.

                                (2) If the Board of  Directors of the Company do
                                not proceed within twenty one days from the date
                                of the  requisition  being so deposited to cause
                                meeting  to be called on a day not later than 45
                                days   from   the   date  of   deposit   of  the
                                requisition,  the  requisitionists or a majority
                                of them in  value  may  themselves  convene  the
                                meeting,  but any meeting so  convened  shall be
                                held  within  three  months from the date of the
                                deposits of the requisition.

                                (3) Any meeting  convened  under this Article by
                                the  requisitionists  shall be  convened  in the
                                same  manner as nearly  as  possible  as that in
                                which meetings are to be convened by the Board.

                                If, after a requisition has been received, it is
                                not  possible   for  a   sufficient   number  of
                                Directors  to  meet  in  time  so as to  form  a
                                quorum,    any    Director    may   convene   an
                                extraordinary general meeting in the same manner
                                as early as possible  as that in which  meetings
                                may be convened by the Board.

Omission to give notice.        ARTICLE 48 - The accidental omission to give any
                                such  notice  or the  non-receipt  of  any  such
                                notice by any member  shall not  invalidate  the
                                proceedings at any meeting.

Chairman of General Meeting.    ARTICLE 49 - The  Chairman of the Board shall be
                                entitled  to take the  Chair  at  every  general
                                meeting or if there be no such  Chairman,  or if
                                at any  meeting he shall not be  present  within
                                fifteen  minutes  after the time  appointed  for
                                holding  such  meeting or is unwilling to act as
                                Chairman,   the  members  present  shall  choose
                                another   Director  as  Chairman,   and,  if  no
                                Director  shall  be  present,   or  if  all  the
                                Directors  present  decline  to take  the  chair
                                then,  the members  present  shall choose one of
                                their number to be the Chairman.

When,  if quorum not present,   ARTICLE 50 - If within half an  hour  from  the
meetings  to be  dissolved      time appointed for the  meeting a quorum is not
and when to be  adjourned.      present,  the  meeting if  convened  upon  such
                                requisition  as aforesaid,  shall be dissolved;
                                but in any other case it shall stand  adjourned
                                to the same  day in the  next  week at the same
                                time  and  place,  and  if  at  such  adjourned
                                meeting  a quorum  is not  present  then  those
                                members who are  present  shall be a quorum and
                                may transact the business for which the meeting
                                was called.

Right of  President to appoint  ARTICLE 51 - (1) The President, so long  as  he
any person as his               is a shareholder of the Company, may, from time
representative.                 to time, appoint one or more persons (who  need
                                not be a member or members of the  Company)  to
                                represent  him at all  or  any  meeting  of the
                                Company.



14
<PAGE>

                                 (2) Any one of the persons  appointed under sub
                                 clause (1) of this  Article  shall be deemed to
                                 be  a  member  of  the  Company  and  shall  be
                                 entitled  to vote and be  present in person and
                                 exercise the same rights and powers  (including
                                 the right to vote by  proxy)  as the  President
                                 could exercise as a member of the Company.

                                 (3) The  President  may,  from  time  to  time,
                                 cancel  any  appointment  made under sub clause
                                 (1) of this Article and make fresh appointment.

                                 (4) The  production  at the meeting of an order
                                 of the  President  evidenced as provided in the
                                 Constitution,  shall be accepted by the Company
                                 as sufficient  evidence of any such appointment
                                 or  cancellation  as aforesaid.

Adjournment of meeting.          ARTICLE 52 - (1) The Chairman may,  with the
                                 consent  of any  meeting  at which a quorum  is
                                 present  and  shall,  if  so  directed  by  the
                                 meeting,  adjourn the meeting from time to time
                                 and place to place.

Business at adjourned  meeting.  (2)  No  business shall  be   transacted  at
                                 any  adjourned  meeting other than the business
                                 left  unfinished  at the meeting from which the
                                 adjournment  took  place.

Notice of  adjourned meeting.    (3) When a meeting is adjourned  for 30 days or
                                 more,  notice of the adjourned meeting shall be
                                 given as was  given in the case of an  original
                                 meeting.

                                 (4)  Save  as   aforesaid,   it  shall  not  be
                                 necessary to give any notice of an  adjournment
                                 or  of  the  business  to be  transacted  at an
                                 adjourned meeting.

How questions to be decided at   ARTICLE  53 - (1) Every  question  submitted to
meetings.                        a  meeting  shall  be  decided  in  the   first
                                 instance  by a show of hands and in the case of
                                 an equality of votes the Chairman  shall,  both
                                 on a show of hands and at a poll (if any), have
                                 a casting vote in addition to the vote or votes
                                 to which he may be entitled as a member.

Evidence of a resolution         (2) At any general  meeting a  resolution  put
where poll not demanded.         to vote of the meeting  shall be decided  on  a
                                 show of hands,  unless a poll is,  before or on
                                 the  declaration  of the  result of the show of
                                 hands,  demanded by a member  present in person
                                 or proxy or by duly authorised  representative,
                                 and unless a poll is so demanded, a declaration
                                 by the  Chairman  that a  resolution  has, on a
                                 show  of  hands,   been   carried   or  carried
                                 unanimously  or  by a  particular  majority  or
                                 lost,  and an entry to that  effect in the book
                                 of  proceedings   of  the  Company,   shall  be
                                 conclusive  evidence of the fact, without proof
                                 of  the  number  or   proportion  of  the  vote
                                 recorded   in   favour  of  or   against   that
                                 resolution.



                                                                              15
<PAGE>

Poll how to be taken.            (3) If a poll  is  duly demanded, it  shall  be
                                 taken in such manner and at such time and place
                                 as the  Chairman  of the  meeting  directs  and
                                 either  at  once  or  after  an   interval   or
                                 adjournment or otherwise, and the result of the
                                 poll  shall be deemed to be the  resolution  of
                                 the meeting at which the poll was demanded. The
                                 demand of a poll may be withdrawn.

Poll when to be taken at the     (4)  Subject to the provisions of  Section  180
meeting.                         of the Act,  any  poll  duly  demanded  on  the
                                 election  of a Chairman  of a meeting or on any
                                 question of  adjournment  shall be taken at the
                                 meeting and without adjournment.

Business may proceed             (5) The demand of a poll shall not  prevent the
notwithstanding demand of poll.  continuance  of a meeting  for the  transaction
                                 of any  business  other  than the  question  on
                                 which a poll has been demanded.

Chairman's decision  conclusive. (6) The Chairman of  any  meeting  shall be the
                                 sole  judge  of  the  validity  of  every  vote
                                 tendered  at such meeting. The Chairman present
                                 at the taking of a poll shall be the sole judge
                                 of the validity of every vote  tendered at such
                                 poll.

Objection to vote.               (7) No objection  shall  be  raised as  to  the
                                 qualification  of  any  voter  except  at   the
                                 meeting or adjourned meeting at which the  vote
                                 objected to is given or tendered and every vote
                                 not  disallowed at such meeting  shall be valid
                                 for all other purposes.

Chairman to judge validity.      (8) Any such objection made in due  time  shall
                                 be  referred to  the Chairman  of  the  meeting
                                 whose  decision shall  be final and conclusive.

Vote of  Members.                ARTICLE 54 -  Upon a show of hands every member
                                 present  in  person  or by  proxy,  or by  duly
                                 authorised  representative  shall have one vote
                                 and upon a poll  every such  member  shall have
                                 one vote for every share held by him.

Votes in respect of              ARTICLE 55 -  Any  person  entitled  under  the
deceased and                     transmission clause to  any  shares may vote at
bankrupt members.                any general  meeting in respect thereof  in the
                                 same manner as if he were the registered holder
                                 of such shares provided that seventy-two  hours
                                 at least before the time of holding the meeting
                                 or  adjourned  meeting  as the  case  may be at
                                 which he proposes to vote, he shall satisfy the
                                 Board of Directors of his right to such shares,
                                 unless  the  Board  of  Directors   shall  have
                                 previously admitted his right to such shares of
                                 his right to vote at such  meeting  in  respect
                                 thereof.

Joint holders.                   ARTICLE 56 - Where there are  joint  registered
                                 holders of any share,  any one of such  persons
                                 may vote at any meeting,  either  personally or
                                 by proxy,  in respect  of such  shares as if he
                                 were solely entitled thereto,  and if more than
                                 one of such  joint  holders  be  present at any
                                 meeting personally or by proxy, that one of the
                                 said persons present whose name stands first on
                                 the  register  in respect  of such share  shall
                                 alone be entitled  to vote in respect  thereof.
                                 Several   executors  or   administrators  of  a
                                 deceased  member in whose name any share stands
                                 shall for the purposes of this clause be deemed
                                 joint  holders  thereof.

16
<PAGE>

Votes in  respect  of shares of  ARTICLE 57 - A member of  unsound  mind  or  in
members of  unsound  mind.       respect of whom an order has been made by any
                                 Court having  jurisdiction in lunacy,  may vote
                                 whether  on a show of hands or on poll,  by his
                                 committee or other legal guardian, and any such
                                 committee  or guardian  may on a poll,  vote by
                                 proxy.

No member to vote unless         ARTICLE 58 - No member  shall  be  entitled  to
calls are  paid-up.              vote at any general  meeting  unless all  calls
                                 or other  sums  presently  payable  by  him  in
                                 respect  of  shares  in  the  Company have been
                                 paid.

Instrument appointing            ARTICLE  59 - A member  entitled  to attend and
proxy to be in writing.          vote at a meeting  may  appoint another  person
                                 (whether  a  member  or  not) as his  proxy  to
                                 attend a  meeting  and vote on show of hands or
                                 on a poll.  No member  shall  appoint more than
                                 one proxy to attend on the same  occasion.  The
                                 instrument  appointing  a  proxy  shall  be  in
                                 writing and be signed by the  appointer  or his
                                 attorney  duly  authorised in writing or if the
                                 appointer  is a body  corporate,  be under  its
                                 seal or be signed by an officer or an  attorney
                                 duly authorised by it.

Form of  Proxy.                  ARTICLE  60 -  An instrument appointing a proxy
                                 shall be in either of the forms in  Schedule IX
                                 to  the  Act  or a  form  as  near  thereto  as
                                 circumstances admit.

Instrument appointing            ARTICLE 61 - The instrument appointing  a proxy
proxy to be deposited            and the power of  attorney or other  authority
in office.                       (if  any)  under  which   it  is  signed,  or a
                                 notarially  certified  copy  of that  power  or
                                 authority, shall be deposited at the registered
                                 office  of  the   Company   not  less  than  48
                                 (forty-eight) hours before the time for holding
                                 the meeting or  adjourned  meeting at which the
                                 person  named  in the  instrument  proposes  to
                                 vote, or in the case of a poll not less than 24
                                 (twenty  four) hours before the time  appointed
                                 for  taking  of the  poll  and in  default  the
                                 instrument  of proxy  shall not be  treated  as
                                 valid.

When vote by proxy valid         ARTICLE 62 - A vote given  in  accordance  with
though authority   revoked.      the terms  of  an   instrument  of  proxy shall
                                 be valid  notwithstanding the previous death or
                                 insanity of the principal, or the revocation of
                                 the proxy or of the  authority  under which the
                                 proxy  was  executed  or  the  transfer  of the
                                 shares in  respect  of which the proxy is given
                                 provided  that no intimation in writing of such
                                 death,  insanity,  revocation  or  transfer  or
                                 transmission  shall have been  received  at the
                                 office of the Company  before the  commencement
                                 of the  meeting or  adjourned  meeting at which
                                 the proxy is used.

No member entitled to vote etc.  ARTICLE  63 - No member  shall be  entitled  to
while call due to the company.   be  present, or to vote on any question  either
                                 personally or by proxy at any  general  meeting
                                 or upon a poll, or  be  reckoned  in  a  quorum
                                 whilst any call  or  other sum shall be due and
                                 payable to the Company in respect of any of the
                                 share of such members.

                                                                              17
<PAGE>

                               BOARD OF DIRECTORS

Board of Directors.              ARTICLE  64 - The   business   of  the  Company
                                 shall be managed by  the  Board  of  Directors.

(15)[Number of Directors.        ARTICLE 65 - Until  otherwise  determined  by a
                                 General  Meeting  of the Company and subject to
                                 the  provisions  of Section  252  of  the  Act,
                                 the  number of Directors shall not be less than
                                 three and more than twelve.  The  Directors are
                                 not required to hold any qualification shares.

President of India's powers      ARTICLE  66 A - The President  of  India  shall
to appoint Director.             be entitled by a notice in  writing,  addressed
                                 to the Company by an order made and executed in
                                 the   name  of  the  President  of  India   and
                                 authenticated as provided by  the  Constitution
                                 of India, to  appoint  such  number of  persons
                                 as Directors  as   shall,  together   with  the
                                 Managing   Director   and   other     Directors
                                 including  whole-time  Directors,   not  exceed
                                 one-third of the total number of Directors  for
                                 the  time  being on the  Board  of the  Company
                                 (including  vacancies,  if any)  and to  remove
                                 such  person or  persons  from  office and on a
                                 vacancy  being  caused in such  office from any
                                 cause   whatsoever,   whether  by  resignation,
                                 retirement, death, removal or otherwise, of any
                                 such person or persons so appointed, to appoint
                                 another  or  others to fill  such  vacancy.  An
                                 appointment or removal of a Director under this
                                 Article shall become  effective  forthwith upon
                                 receipt by the Company of the aforesaid  order.
                                 The  Directors so appointed by the President of
                                 India  shall  not be  liable  to  retire at any
                                 General Meeting of the Company.

Right of the  President          ARTICLE 66 B - Subject to provisions of Article
of India to appoint              66 A above,  the  President  of India  shall be
Chairman/Managing                entitled  by a notice in writing  addressed  to
Director, etc.                   the  Company to  appoint  any  Director  as the
                                 Chairman of the Board or Chairman  and Managing
                                 Director,   Managing  Director,  or  whole-time
                                 Director(s) of the Company and prescribe  their
                                 remuneration subject to the provisions relating
                                 to  remuneration  contained  in the  Act and to
                                 remove such person from office and on a vacancy
                                 being  caused  in  such   office,   whether  by
                                 resignation,   retirement,  death,  removal  or
                                 otherwise,  of any such person so appointed, to
                                 appoint another/others to fill such vacancy. An
                                 appointment or removal of a Director under this
                                 Article shall become  effective  forthwith upon
                                 receipt by the Company of the notice in writing
                                 aforesaid.


Appointment of alternate         ARTICLE  66  C  -  The  Board  may  appoint  an
Director.                        alternate   Director   recommended   for   such
                                 appointment by a Director other than whole-time
                                 Director   (hereinafter   called  the  Original
                                 Director) in whose place he is being  appointed
                                 during  his  absence  for a period  of not less
                                 than three  months  from the State in which the
                                 meetings  of the  Board  are  ordinarily  held.



----------------
(15)  AMENDED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT EGM  HELD ON
      10 MARCH 1993.

18

<PAGE>

                                 Provided  that  in  the  case  of  an  Original
                                 Director who is  appointed by the  President of
                                 India under the  provisions of Article 66A, the
                                 Board  may   appoint  an   alternate   Director
                                 recommended   for  such   appointment   by  the
                                 President  of  India.  An  alternate   Director
                                 appointed  under  this  Article  shall not hold
                                 office   for  a   period   longer   than   that
                                 permissible  to the Original  Director in whose
                                 place he has been  appointed  and shall  vacate
                                 office  if  and  when  the  original   Director
                                 returns to that State. If the term of office of
                                 the Original  Director is determined  before he
                                 so returns to that State,  any  provision(s) in
                                 the Act or in this  Articles for the  automatic
                                 appointment   shall   apply  to  the   Original
                                 Director and not to the alternate Director.

Directors'  power to appoint     ARTICLE 66 D -  Subject  to  the  provisions of
additional Director.             Section 260 of the Act, the  Board  shall  have
                                 power  at  any  time  and  from  time  to time,
                                 appoint  any  other qualified  person(s)  to be
                                 an  Additional  Director(s),  but  so that  the
                                 total number of Directors shall not at any time
                                 exceed the maximum   fixed   under  Article 65.
                                 Any such  additional  Director  (s) shall  hold
                                 office only upto the  date of the  next  Annual
                                 General Meeting.

Directors power to fill          ARTICLE 66 E
casual vacancies.                (a) If the office of any Director  appointed by
                                 the  Company  in  General  Meeting  is  vacated
                                 before  his term of office  will  expire in the
                                 normal  course,  the resulting  casual  vacancy
                                 may,   in  default  of  and  subject  to  these
                                 Articles,  be filled by the Board of  Directors
                                 at a meeting of the Board.

                                 (b) Any person so  appointed  shall hold office
                                 only up to the date up to which the Director in
                                 whose  place he is  appointed  would  have held
                                 office, if it had not been vacated as aforesaid
                                 but shall be eligible for the re-appointment at
                                 such Meeting  subject to the  provisions of the
                                 Act.

Retirement  by rotation of       ARTICLE  66 F(i) -   At  every  Annual  General
Directors and  ascertaining      Meeting of the  Company,  one-third  of such of
of Directors retiring by         the Directors for the time being, as are liable
rotation and filling up of       to retire by rotation or if their number is not
vacancies.                       three   or a  multiple  of  three,  the  number
                                 nearest  to one-third shall retire from office.
                                 The  non-retiring  Directors, if any, shall not
                                 be subject to retirement  under this clause and
                                 shall not be taken into account  in determining
                                 the  rotation of  retirement  or  the number of
                                 Directors to  retire.  Subject to provisions of
                                 the Act,   the  Directors to retire by rotation
                                 under  this  Article  at every  Annual  General
                                 Meeting  shall be those  who have been  longest
                                 in office since their last  appointment, but as
                                 between  persons who become  Directors   on the
                                 same day, those who are to retire,  shall,   in
                                 default of and subject to any agreement   among
                                 themselves, be determined by lot.



                                                                              19
<PAGE>

Eligibility for re-election.     ARTICLE 66 F(ii) - A retiring Director shall be
                                 eligible for re-election.

Company to appoint successors.   ARTICLE  66 F(iii) - Subject  to   Section  258
                                 of the Act, the Company at the General  Meeting
                                 at  which  a  Director  retires  in the  manner
                                 aforesaid  may fill up the  vacated  office  by
                                 electing a person thereto.

Special  position of Managing    ARTICLE 66 G -The Managing  Director shall not,
Director.                        while  he  continues  to  hold  that office be
                                 subject to retirement by rotation in accordance
                                 with Article 66F(i).  If  he otherwise,  ceases
                                 to hold the office  of  Director  he shall ipso
                                 facto  and  immediately  cease to be a Managing
                                 Director.

Notice of  candidature  for      ARTICLE  66 H
office of  Director  except in   (a)  A   person    other    than   a   retiring
certain cases.                   Director shall  be  eligible for appointment to
                                 the office of Director at any General  Meeting,
                                 if he or some member  intending  to propose him
                                 has,  not less than  fourteen  days  before the
                                 Meeting,  left  at  the  Registered  Office,  a
                                 notice in  writing  under his hand,  signifying
                                 his  candidature  for the office of Director or
                                 the  intention of such Member to propose him as
                                 a candidate  for that  office,  as the case may
                                 be, alongwith  a deposit of five hundred rupees
                                 or  such  sum as may  for  the  time  being  be
                                 prescribed by the Act,  which shall be refunded
                                 to such  person or, as the case may be, to such
                                 member,  if  the  person  succeeds  in  getting
                                 elected as a Director.

                                 (b) The Company shall inform its members of the
                                 candidature  of a person  for the  office  of a
                                 Director  or  the  intention  of  a  member  to
                                 propose  such  person as a  candidate  for that
                                 office,  by serving  individual  notices on the
                                 members  not less than  seven  days  before the
                                 Meeting;

                                 Provided that it shall not be necessary for the
                                 Company to serve  individual  notices  upon the
                                 members as aforesaid, if the Company advertises
                                 such  candidature  or intention,  not less than
                                 seven days before the  Meeting, in atleast  two
                                 newspapers circulating  in the place  where the
                                 Registered Office of the Company is located, of
                                 which one is published in English and the other
                                 in the regional language of that place.

                                 (c)  Every   person   (other  than  a  Director
                                 retiring by rotation or  otherwise  or a person
                                 who has left at the  office of the  Company,  a
                                 notice under Section 257 of the Act, signifying
                                 his  candidature  for the  office of  Director)
                                 proposed  as a  candidate  for the  office of a
                                 Director  shall sign and file with the  Company
                                 his consent in writing to act as a Director, if
                                 appointed.

Filing of consent to act as      ARTICLE 66 I - A person other than
Director.
                                 (a) A Director re-appointed after retirement by
                                 rotation  or  immediately  on the expiry of his
                                 term  of  office;   or



20
<PAGE>

                                 (b) An additional or alternate  Director,  or a
                                 person filling a casual vacancy in  the  office
                                 of a Director under Section  262  of  the  Act,
                                 appointed  as  an   additional   or   alternate
                                 Director, immediately on the expiry of his term
                                 of office; shall not act as a  Director  of the
                                 Company, unless he has,  within  thirty days of
                                 his  appointment, signed  and  filed  with  the
                                 Registrar his consent in writing to act as such
                                 Director.

Remuneration of Directors.       ARTICLE 66 J

                                 (a) The fee payable to a Director for attending
                                 a  meeting  of the Board or  Committee  thereof
                                 shall be decided by the Board of Directors from
                                 time to time within the  maximum  limit of such
                                 fee that may be prescribed under the proviso to
                                 Section 310 of the Companies Act, 1956.

                                 (b) Subject to the  Provisions  of the Act, any
                                 Director  if  called  upon  to  perform   extra
                                 services or special exertions or efforts (which
                                 expression   shall   include  work  done  by  a
                                 Director as a member of any committee formed by
                                 the Directors), the board may arrange with such
                                 Director  for such  special  remuneration,  for
                                 such extra  services  or special  exertions  or
                                 efforts, either by a fixed sum or otherwise, as
                                 may  be   determined  by  the  Board  and  such
                                 remuneration may be either in addition to or in
                                 substitution   of   his   remuneration    above
                                 provided.

Travelling expenses
incurred by                      ARTICLE 66 K - The Board of Directors may allow
Director.                        and pay to any  Director, who is not a resident
                                 of the place where the meetings of the Board or
                                 Committees  thereof or  General  Meeting of the
                                 Company  are  held and who  shall  come to such
                                 place for the purpose of attending a meeting or
                                 for  attending  its  business at the request of
                                 the Company, such sum as the Board may consider
                                 fair  compensation  for  travelling,  hotel and
                                 other incidental  expenses,  in addition to his
                                 fee,  if any,  for  attending  such  meeting as
                                 above specified,  and if any Director be called
                                 upon to go or reside out of the ordinary  place
                                 of his residence on the Company's business,  he
                                 shall  be   entitled  to  be   reimbursed   all
                                 travelling  and  other  expenses   incurred  in
                                 connection with the business of the Company.

Directors may act                ARTICLE 66 L - The continuing  Director(s) may
notwithstanding                  act notwithstanding any vacancy in their  body,
vacancy.                         but, if and so long as their  number is reduced
                                 below the quorum fixed by  these  Articles  for
                                 a meeting  of   the   Board,   the   continuing
                                 Director(s)   may  act  for  the   purpose   of
                                 increasing  the  number  of  Directors  to that
                                 fixed  for  the  quorum,  or  for  summoning  a
                                 General Meeting, but for no other purpose.]



                                                                              21
<PAGE>

General powers of the            ARTICLE  67 -  Subject  to the   provisions  of
company vested in the            the  Act and  the  directives  or  instruments,
Board of Directors.              if any, the President  may  issue  from time to
                                 time,  the business of  the  Company  shall  be
                                 managed  by the Directors   who  may   pay  all
                                 expenses incurred in setting up and registering
                                 the  Company  and who  may  exercise  all  such
                                 powers  and all  such  acts and  things  as the
                                 Company  is  authorised  to  exercise  and  do.
                                 Provided that the Directors  shall not exercise
                                 any  power  or do any  act or  thing  which  is
                                 directed or required  whether by the Act or any
                                 other act or by the  Memorandum  or Articles of
                                 the Company or  otherwise,  to be  exercised or
                                 done  by  the   Company  in  general   meeting.

                                 Provided  further that in  exercising  any such
                                 power or  doing  any  such  act or  thing,  the
                                 directors  shall be subject  to the  provisions
                                 contained  in  that  behalf  in the  Act or any
                                 other act, or in the  Memorandum or Articles of
                                 the Company,  or in any regulation  made by the
                                 Company in general meeting.  No regulation made
                                 by  the  Company  in  general   meeting   shall
                                 invalidate any prior act of the Directors which
                                 would  have been valid if that  regulation  had
                                 not been made.

Delegation of Powers.            ARTICLE 68 - (1)  Subject to the  provisions of
                                 the Act,  the Board may,  from  time  to  time,
                                 delegate such of its powers as it may think fit
                                 to the Chairman, Chairman-cum-Managing Director
                                 and/or  Managing  Director(s),  subject to such
                                 terms,  conditions and  restrictions  as it may
                                 deem  necessary to impose and may, from time to
                                 time,  revoke,  amend or vary all or any of the
                                 powers  so  delegated.

                                 (2)  The  Chairman,  the  Chairman-cum-Managing
                                 Director  and/or   Managing   Director(s)   may
                                 sub-delegate any of the powers delegated to him
                                 by the Board to any officer or other  employees
                                 of the Company, subject to condition that every
                                 such  sub-delegation  of  his  powers  will  be
                                 reported to the Board.

Powers of Chairman.              ARTICLE 69 - (i) The Chairman shall reserve for
                                 decision of the President any proposals or
                                 decisions  of the  Board  of  Directors  or any
                                 matter brought before the Board which raises in
                                 the  opinion  of the  Chairman,  any  important
                                 issue and which is, on that account,  fit to be
                                 reserved for the decision of the  President and
                                 no decision on such an important issue shall be
                                 taken in the absence of the Chairman  appointed
                                 by the President.

(16)[Matters  requiring  prior    (ii)  Notwithstanding   any  of the provisions
approval of President.           contained in the other Articles, prior approval
                                 of the  President  shall be obtained in respect
                                 of:

                                 (a)   Appointment,   which  term  will  include
                                 initial  appointment,  extension in service and
                                 re-employment  of personnel  who have  attained
                                 the age of 58 years on a pay (including pension
                                 and   pensionary   equivalent   of   retirement
                                 benefits)   exceeding   Rs.5,700  (Rupees  Five
                                 Thousand  and Seven  Hundred  only) per mensem.



----------------
(16)  SUBSTITUTED  VIDE  SPECIAL  RESOLUTION  PASSED BY THE SHAREHOLDERS AT 11TH
      AGM HELD ON 27 SEPTEMBER 1997.

22


<PAGE>

                                 (b) Appointment of any foreign  national to any
                                 post  in the  Company.

                                 (c)  Winding  up of the Company.

                                 (d) Sale,  lease or  disposal  of any  land and
                                 /or  building  having an original book value of
                                 Rs.   Ten  lakhs  and   above.

                                 (e) Establishing financial joint  ventures  and
                                 wholly  owned  subsidiaries  in India or abroad
                                 only  except  in the  cases  where  the  equity
                                 investment   of  the  Company   satisfies   the
                                 following  criteria:

                                        (i) Rs.200  crores in any one project

                                        (ii)  5 per cent of the net worth of the
                                              company in any one project

                                        (iii) 15  percent  of the net worth  of
                                              the company in all joint ventures/
                                              subsidiaries put together.

                                 (f)  Company's  five year and Annual  Plans for
                                 Development  and Capital  Budgets.

                                 (g) Revenue Budget of the Company in case there
                                 is an element of deficit  which is  proposed to
                                 be  met  by   obtaining   funds  from   Central
                                 Government.

                                 (h) Withdrawal of an existing service.

                                 (i)   Fixation,   modification,   increase   or
                                 reduction  in  tariff  for   telecommunications
                                 services provided by the Company to the user.]

Power of President to issue      ARTICLE 70 - Notwithstanding anything contained
directives.                      in  all  these  Articles  but  subject  to  the
                                 provisions of the Act, the President  may, from
                                 time  to  time,   issue  such   directives   or
                                 instructions as may be considered  necessary in
                                 regard to the conduct of  business  and affairs
                                 of the  Company and in like manner may vary and
                                 annul any such  directive or  instruction.  The
                                 Board of Directors shall give immediate  effect
                                 to the directives or instructions so issued. In
                                 particular, the President will have the powers:

                                 (i) to give directives to the Company as to the
                                 exercise and  performance  of its  functions in
                                 matters   involving    national   security   or
                                 substantial public interest

                                 (ii) to call for  such  returns,  accounts  and
                                 other  information with respect to the property
                                 and   activities  of  the  company  as  may  be
                                 required from time to time.

                                 (iii)  to  provide   wholly  or  partly   owned
                                 company(ies)   or   subsidiary(ies)   including
                                 participations    in   their   share    capital
                                 irrespective  of the  sources  from  which  the
                                 operations   of  such   companies   are  to  be
                                 financed.



                                                                              23
<PAGE>

                                 (iv) to  determine  in  consultation  with  the
                                 Board annual, short and long-term financial and
                                 economic  objectives  of the company.

                                 Provided  that  all directives  issued  by  the
                                 President  shall  be in  writing  addressed  to
                                 Chairman.  The  Board shall,  except  where the
                                 President   considers  that  the   interest  of
                                 national    security    requires     otherwise,
                                 incorporate the contents  of  directives issued
                                 by the President in the  annual report  of  the
                                 company and also  indicate  its  impact  on the
                                 financial position of the company.

                                 (v) To take decisions  regarding  entering into
                                 partnership  and/or regarding  arrangements for
                                 sharing profits.

Matters reserved for             ARTICLE  71 - No  action shall be taken  by the
President's approval.            company in respect of any proposal or  decision
                                 of the Board  reserved for the  approval of the
                                 President  until his  approval  to the same has
                                 been  obtained.  The  President  shall have the
                                 power to modify such  proposals  or decision of
                                 the Board.

Specific Powers of the           ARTICLE 72 - Without  prejudice to the  general
Board of  Directors.             powers  conferred by Article 67 and  the  other
                                 powers conferred by these Articles, but subject
                                 to the provisions of Sections 293,  293-A,  and
                                 294 of the Act,  the Board of  Directors  shall
                                 have  the  following  powers,  that  is to  say
                                 power:

To acquire  property.            (1) to purchase,  take on  lease  or  otherwise
                                 acquire for the  company  property,  rights  or
                                 privileges which the company is  authorised  to
                                 acquire at such price,  and  generally  on such
                                 terms and conditions as they think fit.

Works of a capital nature.       (2)  to  authorise  without  reference  to  the
                                 Central Government, the undertaking of works of
                                 a capital  nature  within the limits  stated in
                                 Article 69 (ii)(c) above.

To pay for property,             (3)  to  pay  for  any   property,   rights  or
debentures etc.                  privileges acquired by, or services rendered to
                                 the company  either wholly or partially in cash
                                 or  in  shares,  bonds,   debentures  or  other
                                 securities of the company,  and any such shares
                                 may be issued  either as fully  paid-up or with
                                 such amount  credited as paid-up thereon as may
                                 be agreed upon and any such bond, debentures or
                                 other  securities  may be  either  specifically
                                 charged upon all or any part of the property of
                                 the company and its uncalled  capital or not so
                                 charged.

To secure contracts by mortgage. (4)  to secure the fulfillment of any contracts
                                 or  engagements  entered into by the company by
                                 mortgage  or  charge  of  all  or  any  of  the
                                 property  of  the  company  and  its   uncalled
                                 capital  for the time  being  or in such  other
                                 manner as they may think fit.



24
<PAGE>

To appoint officers etc.         (5) to create posts of, to  appoint persons and
                                 at their discretion,  remove or suspend general
                                 managers,  managers,   secretaries,   officers,
                                 clerks,  agents  and  servants  for  permanent,
                                 temporary  or  special  services,  as they may,
                                 from time to time,  think fit, and to determine
                                 their powers and duties and fix their  salaries
                                 or  emoluments  and  require  security  in such
                                 instances  and to such  amounts  as they  think
                                 fit.

To appoint trustees.            (6)  to  appoint any person or persons (whether
                                 incorporated  or not),  to  accept  and hold in
                                 trust for the company,  any property  belonging
                                 to the company or in which it is  interested or
                                 for any other  purposes,  and to execute and do
                                 all such deeds and  things as may be  requisite
                                 in  relation  to any such  trust and to provide
                                 for  the   remuneration   of  such  trustee  or
                                 trustees.

To bring and defend action.      (7) to institute, conduct,  defend  compound or
                                 abandon,  any legal  proceedings  by or against
                                 the  company  or  its   officers  or  otherwise
                                 concerning  the affairs of the company and also
                                 to  compound  and  allow  time for  payment  or
                                 satisfaction  of any  claims or  demands  by or
                                 against the company.

To refer to arbitration.         (8) to  refer  any  claims  or  demands  by  or
                                 against the  company to arbitration and observe
                                 and perform the awards.

To give receipt.                 (9) to  make   and give receipts,  release, and
                                 other  discharges  for  money  payable  to  the
                                 company,  and  for  the   claims   and  demands
                                 of company.

To authorise acceptance etc.     (10) to  determine   the  person(s)  who  shall
                                 be  entitled to sign on the  company's  behalf,
                                 bills,    notes,     receipts,     acceptances,
                                 endorsements,  cheques, releases, contracts and
                                 documents.

To appoint attorney.             (11)  From  time  to time  to  provide  for the
                                 management   of  the  affairs  of  the  company
                                 outside the areas which in the context includes
                                 the  townships  and sites of  operations of the
                                 company in such  manner as they think fit,  and
                                 in  particular  to appoint any person to be the
                                 attorney  or agent  of the  company  with  such
                                 powers  (including power to  sub-delegate)  and
                                 upon such terms as may be thought fit.

To invest moneys.                (12) To invest in  Reserve  Bank/State  Bank of
                                 India/any   nationalised   bank   or  in   such
                                 securities  as may be approved by the President
                                 and deal with any of the moneys of the  company
                                 upon  such   investments   authorised   by  the
                                 Memorandum of  Association  of the company (not
                                 being  shares  in  this  company)  and in  such
                                 manner as they  think fit and from time to time
                                 to vary or realise such investments.



                                                                              25
<PAGE>

To give security by way of       (13) To  execute  in the name and on  behalf of
indemnity.                       the company in favour of any  Director or other
                                 persons  who may incur or be about to incur any
                                 personal  liability  for  the  benefit  of  the
                                 company such mortgage of the company's property
                                 (present  and future) as they think fit and any
                                 such  mortgage  may contain a power of sale and
                                 such other powers,  covenants and provisions as
                                 shall be agreed upon.

To give percentage.              (14) Subject to the approval of the  President,
                                 to give to any person employed by the company a
                                 commission  on the  profits  of any  particular
                                 business  transaction or a share in the general
                                 profits of the company,  and such commission or
                                 share of profit shall be treated as part of the
                                 working expenses of the company.

To make bye-laws.               (15) From time  to  time  make,  vary and repeal
                                bye-laws  for  the regulation of the business of
                                the company, its officers and servants.

To give bonus.                  (16)  To  give,   award,  or  allow  any  bonus,
                                pension,   gratuity  or   compensation   to  any
                                employee of the  company or his widow,  children
                                or  dependants,  that may appear to the Board of
                                Directors just or proper, whether such employee,
                                his widow,  children or dependants  have or have
                                not a legal  claim upon the  company.

To create Provident             (17) Before  declaring any dividend to set aside
Fund.                           such  portion of the  profits of the  company as
                                they may think  fit,  to form a fund to  provide
                                for such pensions, gratuities or compensation or
                                to create any  provident or benefit fund in such
                                manner as the Board of Directors may deem fit.



To establish                    (18)  From  time  to  time  and at any  time  to
Managing Committee.             establish  any Managing  Committee  for managing
                                any  of  the  affairs  of  the  company  in  any
                                specified  locality  in India,  or out of India,
                                and to appoint any  person(s) to be member(s) of
                                such   Managing   Committee  and  to  fix  their
                                remuneration  and  from  time to time and at any
                                time to delegate to any  person(s)  so appointed
                                any of the powers,  authorities  and  discretion
                                for  the  time  being  vested  in the  Board  of
                                Directors other than the power to make call; and
                                to  authorise  the members for the time being of
                                any such  Managing  Committee  or any of them to
                                fill  up  any  vacancies   therein  and  to  act
                                notwithstanding    vacancies,   and   any   such
                                appointment  or  delegation  may be made in such
                                terms,  and  subject to such  conditions  as the
                                Board of  Directors  may think fit and the Board
                                of  Directors  may at any time remove any person
                                so  appointed  and may  annul  or vary  any such
                                delegation.





26
<PAGE>

To make  contracts.             (19) To enter  into all  such  negotiations  and
                                contracts   and   rescind   and  vary  all  such
                                contracts,  execute and do all such acts,  deeds
                                and  things  in the  name and on  behalf  of the
                                company as they may consider expedient for or in
                                relation  to  any of the  matters  aforesaid  or
                                otherwise for the purposes of the company; and



To establish institution,       (20)  To  establish,   maintain,  support  and
society, etc.                   subscribe to any charitable,  benevolent, public
                                or general  useful  objects or any  institution,
                                society,  or club or fund  which  may be for the
                                benefit of the company or its  employees  or may
                                be  connected  with any town or place  where the
                                company carries on its business or any object in
                                which the company may be interested.

To borrow or raise or secure    (21) Subject to the approval of the President to
the payment of money  subject   borrow or raise or secure  the  payment of money
to the approval of the          in such  manner as the  company  shall think fit
President.                      and in particular by executing mortgages and 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,   redeem,   or  pay   off   any   such
                                securities.


To fix terms and conditions     (22) To fix terms and conditions for  providing,
for providing, maintaining &    maintaining and operating services  provided  to
operating services.             the customers.

Seal.                           ARTICLE 73 - The seal of the  company  shall not
                                be  affixed  to  any  instrument  except  by the
                                authority  of  a  resolution  of  the  Board  of
                                Directors and except in the presence of at least
                                one  Director or such other  person as the Board
                                may  appoint  for  the  purpose;  and  the  said
                                Director  or the  person  aforesaid  shall  sign
                                every  instrument  to  which  the  seal  of  the
                                company is so affixed in his presence.

                            PROCEEDINGS OF THE BOARD

Meeting of the Board.           ARTICLE 74 - A meeting of the Board of Directors
                                shall be held for the  despatch of the  business
                                of the  company  at least  once in  every  three
                                months and at least four such meetings  shall be
                                held in every year.

Director may summon meeting.    ARTICLE 75 - A Director  may at any time convene
                                a  meeting  of the  Board  Directors.  Questions
                                arising  at any  meeting  shall  be  decided  by
                                majority  of votes.  The  Chairman  shall have a
                                second  or  casting  vote  in  the  case  of  an
                                equality of votes.



                                                                              27
<PAGE>

Notice of meetings.             ARTICLE 76 - (1) Notice of every  meeting of the
                                Board of Directors of the Company shall be given
                                in writing to every  Director for the time being
                                in India  and at his usual  address  in India to
                                every other  Director.

                                (2) Every officer of the company,  whose duty is
                                to give notice as aforesaid  and who fails to do
                                so shall  be  punishable  with  fine  which  may
                                extend to one hundred rupees.

Quorum for meetings.            ARTICLE  77 - The  quorum  for a meeting  of the
                                Board  of  Directors  of the  Company  shall  be
                                one-third of its total strength  (total strength
                                as  determined  by the Act and any  fraction  in
                                that  one-third  being  rounded off as one) or 2
                                Directors, whichever is higher.

Chairman of  Board's            ARTICLE  78  -  The  President  may  nominate  a
meeting.                        Director as Chairman of the Directors'  meetings
                                and determine the period for which he is to hold
                                office. If no such Chairman is nominated,  or if
                                at any  meeting  the  Chairman  is  not  present
                                within 15 minutes after the time for holding the
                                same,  the  Directors  present may choose one of
                                their number to be the Chairman of the meeting.


Power of  Quorum.               ARTICLE 79 - A meeting of the Board of Directors
                                for the time  being at which a quorum is present
                                shall be competent to exercise all or any of the
                                authorities,  powers, and discretion by or under
                                the  Articles  of  company  for the  time  being
                                vested  in  or   exercisable  by  the  Board  of
                                Directors generally.

Delegation of powers            ARTICLE  80 - The  Board  may,  subject  to  the
to committees.                  restrictions  laid  down in  Section  292 of the
                                Act,  delegate any of their powers to Committees
                                consisting  of such number of their body as they
                                think fit,  and may,  from time to time,  revoke
                                such delegation.  Any Committee so formed, shall
                                in the  exercise  of  the  power  so  delegated,
                                conform to any regulation that may, from time to
                                time,  be  imposed  upon  it  by  the  Board  of
                                Directors.  The  proceedings of such a Committee
                                shall be placed before the Board of Directors at
                                its next meeting.

Chairman of  meeting of         ARTICLE 81 - A Committee of Directors  may elect
committee.                      a  Chairman  of  their  meetings,   if  no  such
                                Chairman  is  elected or if at any  meeting  the
                                Chairman is not present  within 15 minutes after
                                the time  appointed  for holding  the same,  the
                                members  present may choose one of their  number
                                to be Chairman of the meeting.


When acts of Directors or       ARTICLE 82 - All acts done by any meeting of the
Committee valid                 Board  of  Directors,   or  of  a  Committee  of
notwithstanding defective       Directors, or by any person acting as a Director
appointment.                    shall  notwithstanding  that  it  be  afterwards
                                discovered  that  there  was some  defect in the
                                appointment  of such Directors or persons acting
                                as aforesaid or that they or any of them were or
                                was  disqualified,  be as valid as if every such
                                person had been duly appointed and was qualified


28
<PAGE>

                                to be  Director.  Provided  that nothing in this
                                Article shall be deemed to give validity to acts
                                done by a  Director  after his  appointment  has
                                been  shown to the  company  to be invalid or to
                                have terminated.

Resolution without Board        ARTICLE  83  -  Subject  to  the  provisions  of
Meeting valid.                  Section 292 of the Act, resolutions of the Board
                                can be passed by  circulation  and they shall be
                                as valid  and  effectual  as if they  have  been
                                passed  at a meeting  of the Board of  Directors
                                duly  called  and  constituted.   No  resolution
                                shall,  however,  be  deemed  to have  been duly
                                passed by the Board or by a Committee thereof by
                                circulation   unless  the  resolution  has  been
                                circulated in draft, together with the necessary
                                papers, if any, to all the Directors,  or to all
                                the members of the Committee  then in India (not
                                being less in number than the quorum fixed for a
                                meeting  of the Board or  Committee  as the case
                                may be),  and to all other  Directors or members
                                at their  usual  address in India,  and has been
                                approved by such of the Directors as are then in
                                India or by a majority  of such of them,  as are
                                entitled to vote on the resolution.

                                RESERVES AND DIVIDENDS.

Reserve Fund.                   ARTICLE 84 - Subject to Section  205 of the Act,
                                the Board may, before recommending any dividend,
                                set apart out of the profits of the company such
                                sums as they think  proper as a reserve  fund to
                                meet contingencies or for equalising  dividends,
                                or for  special  dividends,  or  for  repairing,
                                improving and maintaining any of the property of
                                the company, and for amortisation of capital and
                                for  such  other   purposes   as  the  Board  of
                                Directors  shall, in their absolute  discretion,
                                think  conducive to the interest of the company,
                                and may  invest  the  several  sums so set aside
                                upon such investments, (other than shares of the
                                company) as they may think fit from time to time
                                to deal  with  and  vary  such  investments  and
                                dispose  of all  or any  part  thereof  for  the
                                benefit  of the  company,  and  may  divide  the
                                reserve funds into such special  funds,  as they
                                think fit and  employ the  reserve  funds or any
                                part  thereof in the business of the company and
                                that  without  being  bound  to  keep  the  same
                                separate from the other assets.

Net Profits.                    ARTICLE 85 - The declaration of the Directors as
                                to the  amount  of net  profits  of the  company
                                shall be conclusive.

Dividend                        ARTICLE  86  -  The   profits  of  the   company
                                available for payment of dividend subject to any
                                special  rights  relating  thereto,  created  or
                                authorised  to be created by these  presents and
                                subject to the  provisions of these  presents as
                                to the reserve fund and amortisation of capital,
                                shall,  with the approval of the  President,  be
                                divisible among the members in proportion to the
                                amount of capital paid up by them  respectively,
                                provided  always that (subject as aforesaid) any


                                                                              29
<PAGE>

                                capital  paid up on a share during the period in
                                respect of which a dividend  is  declared  shall
                                only  entitle  the  holder  of such  share to an
                                apportioned  amount of such dividend as from the
                                date of payment.


Interim dividend.               ARTICLE 87 - The Board  may,  from time to time,
                                pay to the members such interim  dividends as in
                                their  judgement  the  position  of the  company
                                justifies.

Capital paid  up in  advance.   ARTICLE  88 -  Where  capital  is paid up on any
                                shares in advance of calls upon the footing that
                                the same  shall  carry  interest,  such  capital
                                shall not,  whilst carrying  interest,  confer a
                                right to participate in profits.

Declaration of dividends.       ARTICLE 89 - The  company,  in general  meeting,
                                may declare a dividend to be paid to the members
                                according to their  rights and  interests in the
                                profits but no dividend  shall exceed the amount
                                recommended by the Board of Directors.

Dividends out of profits        ARTICLE 90 - No  dividend  shall be  declared or
only and not to carry           paid  by the  company  for  any  financial  year
interest.                       except out of profits  of the  company  for that
                                year   arrived  at  after   providing   for  the
                                depreciation  in accordance  with the provisions
                                of  sub-section(2)  of Section 205 of the Act or
                                out of profits of the company  for any  previous
                                financial   year  or  years   arrived  at  after
                                providing  for the  depreciation  in  accordance
                                with    those     provisions    and    remaining
                                undistributed  or out of both  or out of  moneys
                                provided  by the  Government  for the payment of
                                dividend in  pursuance  of a guarantee  given by
                                the Government. No dividend shall carry interest
                                against the company.


(17)[Debts may be deducted.     ARTICLE 91 - The Board may retain any  dividends
                                in respect of shares on which the  company has a
                                lien  and  may  apply  the  same  in or  towards
                                satisfaction   of  the  debts,   liabilities  or
                                engagements in respect of which the lien exists.
                                No unclaimed  dividend shall be forfeited by the
                                Board unless the claim thereto becomes barred by
                                law and the  company  shall  comply with all the
                                provisions  of  Section  205-A  of  the  Act  in
                                respect of unclaimed or unpaid dividend.]

Dividends to the joint holders. ARTICLE 92 - Any one of several  persons who are
                                registered  as the joint  holders  of any share,
                                may give  effectual  receipts for all  dividends
                                and  payments on account of dividends in respect
                                of such shares.

Dividends are to be paid        ARTICLE  93  -  Subject  to  the  provisions  of
in cash.                        Section  205 of the Act,  no  dividend  shall be
                                payable except in cash.



-------------
(17)  AMENDED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT 6TH AGM HELD
      ON 29 SEPTEMBER 1992.

30
<PAGE>

Payment by post.                ARTICLE  94 -  Unless  otherwise  directed,  any
                                dividends  may be paid by cheque or warrant sent
                                through  the post to the  registered  address of
                                the member or person  entitled or in the case of
                                joint holders, to the registered address of that
                                one whose name stands  first in the  register in
                                respect of the joint  holding;  and every cheque
                                or warrant so sent shall be made  payable to the
                                order of the person to whom it is sent.

Notice of  dividends.           ARTICLE  95 - Notice of the  declaration  of any
                                dividend, whether interim or otherwise, shall be
                                given to the holders of registered shares in the
                                manner hereinafter provided.

                                               ACCOUNTS.

Accounts to be kept.            ARTICLE 96 - The company  shall cause to be kept
                                proper books of accounts with respect to:-

                                (a) all sums of money  received  and expended by
                                the  company and the matters in respect of which
                                the receipt and expenditure take place;

                                (b) all sales and purchases made by the company;

                                (c) the assets and liabilities of the company.


Inspection of Accounts Books.   ARTICLE 97 - The books of account  shall be kept
                                at the Registered  Office of the Company or such
                                other  place in India as the Board of  Directors
                                shall think fit and shall be open to  inspection
                                by the Directors during business hours.

Inspection by members.          ARTICLE 98 - The Board of Directors shall,  from
                                time  to  time,  determine  whether  and to what
                                extent  and at what  time and  places  and under
                                what  conditions or regulations the accounts and
                                books  of the  company  or any of them  shall be
                                open  to   inspection   of  members  (not  being
                                Directors)  and no member (not being a Director)
                                shall have any right of  inspecting  any account
                                or book or  document  of the  company  except as
                                conferred by law or  authorised  by the Board of
                                Directors or by the company in general meeting.

Annual accounts and balance     ARTICLE 99 - Subject  to Section  210 (3) of the
sheets.                         Act,  at the First  Annual  General  Meeting and
                                subsequently  at every Annual  General  Meeting,
                                the  Board  shall  lay  before  the  company,  a
                                Balance Sheet and Profit and Loss Account in the
                                case   of   the   first    account   since   the
                                incorporation  of the company,  and in any other
                                case since the  preceding  account  made up to a
                                date not earlier than the date of the meeting by
                                more than six  months or where an  extension  of
                                time has been granted for holding the meeting by
                                more  than  six  months  and  the  extension  so
                                granted.


Annual report of the Board of   ARTICLE  100 - The  Board  shall  make  out  and
Directors.                      attach  to every  balance  sheet a  report  with
                                respect to the state of the  company's  affairs,
                                the  amount,  if  any,  which  they  recommended


                                                                              31
<PAGE>

                                should  be  paid  by way  of  dividend  and  the
                                amount,  if any,  which they propose to carry to
                                the  Reserve  Fund,  General  Reserve or Reserve
                                Account shown  specifically on the balance sheet
                                or to a Reserve Fund, General Reserve or Reserve
                                Account to be shown specifically in a subsequent
                                balance sheet. The report shall be signed by the
                                Chairman of the Board of  Directors on behalf of
                                the Directors,  authorised in that behalf by the
                                Board,  and when he is not so authorised,  shall
                                be signed by such  number  of  Directors  as are
                                required  to  sign  the  balance  sheet  and the
                                profit   and   loss   account   by   virtue   of
                                sub-sections  (1) and (2) of Section  215 of the
                                Act.


Content of profit and loss      ARTICLE 101 - Forms of Balance  Sheet and Profit
account.                        and Loss account shall be in accordance with the
                                provisions of Section 211 of the Act. The Profit
                                and  Loss  Account  shall  in  addition  to  the
                                matters  referred  to in Section  211 of the Act
                                show,  arranged under the most convenient heads,
                                the amount of gross income,  distinguishing  the
                                several  sources  from which it has been derived
                                and   the    amount    of   gross    expenditure
                                distinguishing     the     expenses    of    the
                                establishment,  salaries and other like matters.
                                Every  item  of  expenditure  fairly  chargeable
                                against the year's  income shall be brought into
                                account so that just  balance of profit and loss
                                may be laid  before  the  meeting,  and in cases
                                where  any  item  of  expenditure  which  may in
                                fairness be  distributed  over several years has
                                been incurred in any one year,  the whole amount
                                of such item shall be stated,  with  addition of
                                the   reason   why  only  a   portion   of  such
                                expenditure is charged against the income of the
                                year.


Balance sheet and profit and    ARTICLE 102 - The  company  shall send a copy of
loss account to be sent to      such  Balance  Sheet and Profit and Loss Account
members.                        together with a copy of the Auditor's  Report to
                                the  registered  address of every  member of the
                                company and to every  holder of  debenture/bonds
                                issued  by the  company  in the  manner in which
                                notices  are  to be  given  hereunder  at  least
                                twenty-one  days  before the meeting at which it
                                is to be laid  before the members of the company
                                and  shall  deposit  a copy  at  the  Registered
                                Office  of the  company  for  inspection  of the
                                members  of the  company  during a period  of at
                                least twenty-one days before that meeting.

Directors  to  comply  with     ARTICLE 103 - The Board shall,  in all respects,
Sections 209 to 222 of          comply with the  provisions  of Sections  209 to
the Act.                        222 of the  Act  or any  statutory  modification
                                thereof  for the  time  being in force as may be
                                applicable to the company.



32
<PAGE>

                                               AUDIT

Accounts to be audited          ARTICLE  104 - Once at least in every  financial
annually.                       year  the  accounts  of  the  company  shall  be
                                examined and the  correctness  of the Profit and
                                Loss account and Balance  Sheet  ascertained  by
                                one or more auditors.

Appointment of auditors.        ARTICLE  105  -  The   auditor/auditors  of  the
                                company shall be appointed or reappointed by the
                                Central   government   on  the   advice  of  the
                                Comptroller  and  Auditor-General  of India  and
                                his/their remuneration,  rights and duties shall
                                be regulated by Sections 224 to 233 of the Act.


Powers of the Comptroller       ARTICLE  106  -  The   Comptroller  and  Auditor
and Auditor General.            General of India shall have power:-

                                (a) to direct the manner in which the  company's
                                accounts     shall    be    audited    by    the
                                auditor/auditors   appointed   in  pursuance  of
                                Article    105   hereof   and   to   give   such
                                auditor/auditors  instructions  in regard to any
                                matter  relating to the performance of his/their
                                functions as such.

                                (b) to conduct a supplementary  or test audit of
                                the company's accounts by such person or persons
                                as he may authorise in this behalf,  and for the
                                purposes of such audit,  to have access,  at all
                                reasonable  times,  to  all  accounts,   account
                                books,  vouchers,  documents and other papers of
                                the  company  and  to  require   information  or
                                additional  information  to be  furnished to any
                                person  or  persons  so   authorised,   on  such
                                matters,  by such  person or persons and in such
                                form as the Comptroller and Auditor General may,
                                by general or special order, direct.

Comments upon or                ARTICLE  107  -The  auditor/auditors   aforesaid
supplement to audit report      shall submit a copy of his/their audit report to
by the Comptroller & Auditor    the Comptroller and Auditor General of India who
General to be placed before     shall  have  the  right  to   comment   upon  or
the  annual  meeting.           supplement the audit report in such manner as he
                                may  think  fit.   Any  such   comment  upon  or
                                supplement  to the audit  report shall be placed
                                before the Annual General Meeting of the company
                                at the same  time and in the same  manner as the
                                audit report.


Auditor's right to attend       ARTICLE 108 - The auditors of the company  shall
meeting.                        be entitled  to receive  notice of and to attend
                                any general  meeting of the company at which any
                                accounts which have been examined or reported on
                                by them are to be laid down  before the  company
                                and may make any statement or  explanation  they
                                desire with respect to the accounts.


When  accounts to be deemed     ARTICLE 109 - Every  account of the company when
finally settled.                audited and approved by a General  Meeting shall
                                be  conclusive,  except  as  regards  any  error
                                discovered  therein  within  three  months  next
                                after the  approval  thereof.  Whenever any such


                                                                              33
<PAGE>

                                error  is  discovered  within  the  period,  the
                                account   shall   forthwith  be  corrected   and
                                thenceforth shall be conclusive.

                                               NOTICE

How notices to be served        ARTICLE  110 - A  notice  may  be  given  by the
on  members.                    company to any member  either  personally  or by
                                sending  it by  post  to him  to his  registered
                                address; if he has no registered address, to the
                                address,  if any, supplied by him to the company
                                for the giving of notice to him.

Notifying registered            ARTICLE 111 - A holder of registered  shares who
place of address.               has no  registered  place of address,  may, from
                                time to time,  notify in writing to the  company
                                his   address,   which   shall  be  deemed   his
                                registered  place of address  within the meaning
                                of the last preceding Article.

Notice to joint  holders.       ARTICLE  112 - A  notice  may  be  given  by the
                                company to the joint  holders of share by giving
                                the notice to joint  holder  named  first in the
                                register of the share.

How notice to be given          ARTICLE  113 - A  notice  may  be  given  by the
to deceased or bankrupt         company  to the  person  entitled  to  share  in
member.                         consequence  of the  death  or  insolvency  of a
                                member  by  sending  it  through  the  post in a
                                prepaid letter  addressed to them by name, or by
                                the title of representative of the deceased,  or
                                assignee  of  the   insolvent  or  by  any  like
                                description,  at the address  (if any)  supplied
                                for the purpose by the persons claiming to be so
                                entitled  or (until  such an address has been so
                                supplied)  by  giving  notice  in any  manner in
                                which  the same  might  have  been  given if the
                                death or insolvency had not occurred.

To whom notice of               ARTICLE  114 - Notice of every  general  meeting
general meeting                 shall be given in the same  manner  hereinbefore
to be given.                    authorised  to (a) every  member of the  company
                                except those  members who,  having no registered
                                address,  have not  supplied  to the  company an
                                address  for giving of notice to them,  and also
                                to (b)  every  person  entitled  to a  share  in
                                consequence  of the  death  or  insolvency  of a
                                member  who,  but for his  death or  insolvency,
                                would  be  entitled  to  receive  notice  of the
                                meeting, provided the company has been given due
                                notice.

Transferees bound by prior      ARTICLE 115 - Every  person who by  operation of
notice.                         the law,  transfer  or other  means  whatsoever,
                                shall  become  entitled  to any share,  shall be
                                bound by every  notice in respect of such share,
                                which previous to his name and address and title
                                to the share being notified to and registered by
                                the  company,  shall be duly given to the person
                                from whom he derives his title to such share.



34
<PAGE>

How notice to be signed.        ARTICLE 116 - The  signature to any notice to be
                                given by the company may be written or printed.

How time to be counted.         ARTICLE  117 -  Where a given  number  of  days'
                                notice  or  notices  extending  over  any  other
                                period  is  required  to be  given,  the  day of
                                service shall,  unless it is otherwise provided,
                                be counted in such number or other period.

                                               WINDING UP.

Distribution of assets on       ARTICLE 118 - If the  company  shall be wound up
winding up.                     and the assets available for distribution  among
                                the  members  as such shall be  insufficient  to
                                repay  the  whole of the paid up  capital,  such
                                assets shall be distributed so that, as early as
                                may be, the losses shall be borne by the members
                                in  proportion  to the capital  paid up or which
                                ought to have been  paid up at the  commencement
                                of the  winding  up, on the shares  held by them
                                respectively. And if in a winding up, the assets
                                available  for  distribution  among the  members
                                shall be more than sufficient to repay the whole
                                of the  capital  paid up,  the  excess  shall be
                                distributed amongst the members in proportion to
                                the capital paid up, or which ought to have been
                                paid up on the shares held by them respectively.
                                But this  clause is to be without  prejudice  to
                                the rights of the  holders of share  issued upon
                                special terms and conditions.

                                               SECRECY

Secrecy clause.                 ARTICLE 119 - Every Director, Secretary, Trustee
                                for    the    company,     its    members,    or
                                debenture-holders,   member   of  a   committee,
                                officer,  servant, agent,  accountant,  or other
                                person  employed in or about the business of the
                                company  shall,  if so  required  by  the  Board
                                before   entering   upon  his  duties,   sign  a
                                declaration  pledging  himself to observe strict
                                secrecy   respecting  all  transactions  of  the
                                company  with  its  customers  and the  state of
                                accounts   with   individuals   and  in  matters
                                relating  thereto and shall by such  declaration
                                pledge  himself not to reveal any of the matters
                                which may come to his knowledge in the discharge
                                of his duties  except when  required so to do by
                                the  Board  or by any  general  meeting  or by a
                                court  of  law  and  except  so  far  as  may be
                                necessary  in  order to  comply  with any of the
                                provisions contained in these Articles.


Restriction on entry            ARTICLE  120 - No  shareholder  or other  person
upon property.                  (not  being a  Director)  shall be  entitled  to
                                enter  upon the  property  of the  company or to
                                inspect or examine the premises or properties of
                                the company  without the permission of the Board
                                or to require  discovery  of or any  information
                                respecting  any  detail  of the  trading  of the
                                Company or any matter  which is or may be in the
                                nature of a trade secret,  mystery of trade,  or
                                secret process or of any matter whatsoever which
                                may  relate to the  conduct of  business  of the
                                company and which in the opinion of the Board it
                                will  be  inexpedient  in  the  interest  of the
                                company to communicate.



                                                                              35
<PAGE>

                                The President shall, however, be exempt from the
                                provisions   of  this  Article   notwithstanding
                                anything mentioned hereinbefore.

                          INDEMNITY AND RESPONSIBILITY

Directors' and others'          ARTICLE 121 - (i) Subject to the  Provisions  of
rights to indemnity.            Section  201  (i) of the  Companies  Act,  every
                                Director,  Manager, Auditor,  Secretary or other
                                officer  or  employee  of the  company  shall be
                                indemnified by the company against, and it shall
                                be the duty of the Directors out of the funds of
                                the  company  to  pay  all  costs,   losses  and
                                expenses (including  travelling  expenses) which
                                any such Director,  Manager, Officer or employee
                                may incur or  become  liable to by reason of any
                                contract entered into or act or deed done by him
                                or them as such  Director,  Manager,  Officer or
                                servant or in any other way in the  discharge of
                                his   duties  and  the  amount  for  which  such
                                indemnity is provided shall  immediately  attach
                                as a lien on the  property  of the  company  and
                                have  priority as between  the members  over all
                                other  claims.

                                (ii)  Subject  as  aforesaid   every   Director,
                                Manager  or  Officer  of the  company  shall  be
                                indemnified  against any  liability  incurred by
                                him or them in defending any proceedings whether
                                civil or criminal in which judgement is given in
                                his or  their  favour  or in which he is or they
                                are   acquitted  or  in   connection   with  any
                                application  under  Section  633 of  the  Act in
                                which  relief  is  given  to him or  them by the
                                Court.

Individual responsibility       ARTICLE 122 - No  Director  or other  officer of
of Directors.                   the  company  shall  be  liable  for  the  acts,
                                receipts,  neglects  or  defaults  of any  other
                                Director  or  officer  of  the  company  or  for
                                joining   in  any   receipt  or  other  act  for
                                conformity or for any loss or expenses happening
                                to the  company  through  the  insufficiency  or
                                deficiency of title to any property  acquired by
                                the  order of the Board of  Directors  for or on
                                behalf of the company,  or for the insufficiency
                                or  deficiency  of any security in or upon which
                                any  of  the  moneys  of the  company  shall  be
                                invested or for any loss or damage  arising from
                                the  bankruptcy,  insolvency  or tortious act of
                                any persons with whom any moneys,  securities or
                                effects  shall  be  deposited  or for  any  loss
                                occasioned   by  any  error  or   judgement   or
                                oversight  on his  part or for any  other  loss,
                                damage  or  misfortune  whatever,   which  shall
                                happen  in the  execution  of the  duties of his
                                office or in  relation  thereto  unless the same
                                happens  through  his own  negligence,  default,
                                misfeasance breach of duty, or breach of trust.

                                               CAPITALISATION

(18)[Power to capitalise.       ARTICLE 123 - (1) Any  General  Meeting may upon
                                the  recommendation  of the  Directors,  resolve
                                that any  moneys,  investments  or other  assets
                                forming  part of the  undivided  profits  of the
                                Company  standing  to the  credit  of any of the
                                Company's  Reserve  Accounts or to the credit of




--------------
(18)    ADDED VIDE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS AT 5TH AGM HELD
        ON 6 DECEMBER 1991.

36

<PAGE>

                                Profit   and  Loss   Account   or  any   Capital
                                Redemption  Reserve  Account  or in the hands of
                                the  Company  and   available  for  dividend  or
                                representing  premiums  received on the issue of
                                shares  standing  to the  credit  of  the  Share
                                Premium  Account be capitalised  and distributed
                                amongst such of the members as would be entitled
                                to  receive  the same if  distributed  by way of
                                dividend  and  in  the  same  proportion  on the
                                footing  that they  become  entitled  thereto as
                                capital  and  that  all  or  any  part  of  such
                                capitalised  funds shall not be paid in cash but
                                shall  be  applied  subject  to  the  provisions
                                contained in clause (2) hereof on behalf of such
                                member  either in or towards:-


                                (a)  paying up any  amounts  for the time  being
                                remaining  unpaid  on any  share  held  by  such
                                members respectively; or

                                (b)  paying  up in full the  unissued  shares or
                                debentures  of the  company to be  allotted  and
                                distributed  credited  as  fully  paid up to and
                                amongst   such   members   in  the   proportions
                                aforesaid; or

                                (c) partly in the way  specified  in  sub-clause
                                (a) and partly in that  specified in  sub-clause
                                (b);

                                and that such  distribution  or payment shall be
                                accepted by such members in full satisfaction of
                                their interest in the capitalised sum.

                                (2)(a)  Any moneys,  investments or other assets
                                        representing  premium  received  on  the
                                        issue  of  shares  and  standing  to the
                                        credit of Shares Premium Account;

                                   (b)  if the Company  shall have  redeemed any
                                        Redeemable Preference Shares, all or any
                                        part  of  any  Capital  Redemption  Fund
                                        arising  from  the  redemption  of  such
                                        shares;

                                may by resolution of the Company be applied only
                                in paying up in full or in part any new share or
                                any shares then remaining  unissued to be issued
                                to such  member of the  Company  as the  General
                                Meeting may resolve up to an amount equal to the
                                nominal amount of the shares so issued.

                                (3) Any General  Meeting  may  resolve  that any
                                surplus moneys  arising from the  realisation of
                                any  capital   assets  of  the  Company  or  any
                                investments  representing  the same or any other
                                undistributed profits of the company not subject
                                to charge for income  tax be  distributed  among
                                the members on the footing that they receive the
                                same as capital.

                                (4) Whether such  resolution  under this Article
                                shall have been passed, the Board shall

                                   (a)  make all appropriations and applications



                                                                              37
<PAGE>

                                        of the undivided  profit  resolved to be
                                        capitalised  thereby and all  allotments
                                        and  issue  of  fully  paid   shares  or
                                        debentures, if any, and

                                   (b)  generally   do  all  acts   and   things
                                        required to give effect thereto.

                                (5) The Board shall have full power:-

                                   (a)  to make such  provisions by the issue of
                                        fractional  certificate or by payment in
                                        cash or  otherwise as it thinks fit, for
                                        the  case  of   shares   or   debentures
                                        becoming  distributable in fractions and
                                        that  fraction  of less  value than Re.1
                                        may be disregarded and also;

                                   (b)  to  authorise,  any  person  to enter on
                                        behalf  of  all  the  members   entitled
                                        thereto,  into  an  agreement  with  the
                                        Company  providing  for the allotment to
                                        them respectively credited as fully paid
                                        up, of any further  shares or debentures
                                        to which they may be entitled  upon such
                                        capitalisation,  or  (as  the  case  may
                                        require)  for the payment of the Company
                                        on  their  behalf  by  the   application
                                        thereto of their respective  proportions
                                        of   the   profits    resolved   to   be
                                        capitalised,  or the amounts or any part
                                        of the amounts remaining unpaid on their
                                        existing  shares  and may  vest any such
                                        cash or specific assets in trustees upon
                                        the trust for the person entitled to the
                                        dividend or capitalised fund as may seem
                                        expedient to the Board.

                                (6) Any  agreement  made  under  such  authority
                                shall  be  effective  and  binding  on all  such
                                members.]


                              *********************



38
<PAGE>



<TABLE>
<CAPTION>
<S>     <C>                          <C>                      <C>         <C>          <C>
------ ----------------------------- ------------------------ ----------- ------------ -------------------------------
                                                              Signature     No. of       Name, Signature, Address,
                                      Address, Description    of            Shares      Description & Occupation of
                   Name                  and Occupation       Subscribers   Equity                witness
------ ----------------------------- ------------------------ ----------- ------------ -------------------------------
------ ----------------------------- ------------------------ ----------- ------------ -------------------------------
1.     President of India Through    Secretary, Department       Sd/-         100      Daljit Singh, S/o. Shri
       Devendra Kumar Sangal (S/o.   of Telecommunications,                            Jogendar Singh, Dy. Director
       Shri Hardhian Singh Jain)     Sanchar Bhavan, New                               General, OCS, VSB, New Delhi.
       Secretary,                    Delhi.
       Telecommunications.

2.     Shree Shankar Sharan, S/o.    Additional Secretary,       Sd/-         10                   - DO -
       Late Shri Shambhu Sharan      Dept. of
                                     Telecommunications,
                                     Sanchar Bhavan, 20,
                                     Ashoka Road, New Delhi.

3.     V. Devarajan, S/o. Late       Additional Secretary        Sd/-         10                   - DO -
       Shri N. Venkataramanan        and Financial Adviser,
                                     Dept. of
                                     Telecommunications,
                                     Sanchar Bhavan, New
                                     Delhi.

4.     K.C. Katiyar, S/o.            Director General,           Sd/-          1       V.D. Kulkarni, S/o. D.G.
       Bhajanlal Katiyar             Overseas                                          Kulkarni, Director (Admn),
                                     Communications                                    OCS, VSB, M.G. Road, Bombay -
                                     Service, Bombay.                                  400 001.

5.     A.W. Furtado, S/o. Late       Addl. Director              Sd/-          1       Daljit Singh, S/o. Shri
       Shri R.T. Furtado             General, Overseas                                 Jogendar Singh, Dy, Director
                                     Communications                                    General, OCS, VSB, New Delhi.
                                     Service, VSB, Bombay.

6.     J.K. Chhabra, S/o. Shri       Director, Dept. of          Sd/-          1                   - DO -
       D.N. Chhabra                 Telecommunications,
                                     Sanchar Bhavan, 20,
                                     Ashoka Road, New Delhi

7.     S.D. Raheja, S/o. Late Shri   Dy., Financial              Sd/-          1                   - DO -
       S.R. Raheja                   Adviser, Dept. of
                                     Telecommunications,
                                     Sanchar Bhavan, 20,
                                     Ashoka Road, New Delhi

8.     R.R. Anand, S/o. Late Shri    Under Secretary, Dept.      Sd/-          1                   - DO -
       Gopal Das Anand               of Telecommunications,
                                     Sanchar Bhavan, 20,
                                     Ashoka Road, New Delhi

9.     K.P. Radhakrishnan Kidave,    Under Secretary, Dept.      Sd/-          1                   - DO -
       S/o. Shri K.G. Kidave         of Telecommunications,
                                     Sanchar Bhavan, New
                                     Delhi
                                                                          ------------
                                                                          ------------
                                                                              126
                                                                              ONE
                                                                            HUNDRED
                                                                          TWENTY SIX
                                                                            EQUITY

Dated this 12TH DAY OF MARCH, 1986.
Place - Bombay.

</TABLE>


                                       39