EXHIBIT 1.3

                            (THE COMPANIES ACT, 1956)

                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       OF

                          VIDESH SANCHAR NIGAM LIMITED

I.      The name of the Company is VIDESH SANCHAR NIGAM LIMITED.


II      The  registered  office of the Company  will be situated in the State of
        Maharashtra.


III     Objects for which the Company is established are:


A.      THE MAIN  OBJECTS OF THE  COMPANY  TO BE  PURSUED BY THE  COMPANY ON ITS
        INCORPORATION ARE:


1.      Pursuant  to an  agreement  to be  entered  into to take over the entire
        management,   control,   operations  and  maintenance  of  the  Overseas
        Communications  Service (OCS) of the  Department of  Telecommunications,
        Ministry of Communications, Government of India, with all its assets and
        liabilities  including  contractual rights and obligations on such terms
        and conditions as may be prescribed by the Government of India from time
        to time.


2.      To plan, establish,  develop, provide, operate and maintain all types of
        international   telecommunication   net-works,   systems  and   services
        including Telephone, Telex, Message Relay, Data transmission, Facsimile,
        Television,  Telematics,  Value Added  Network  Services,  New Business
        Services,   Audio  and  Video   Services,   Maritime  and   Aeronautical
        Communication   Services  and  other  international   telecommunications
        services as are in use elsewhere or to be developed in future.


3.      To   plan,   establish,   develop,   provide,   operate   and   maintain
        telecommunications  systems  and  networks  within  India  as are  found
        necessary for international telecommunications.


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4.      To provide and maintain international leased telecommunication services.

(1)5.   To design, develop,  install,  maintain,  operate long distance domestic
        and  international  basic and  value  added  telecommunications,  global
        mobile  telecommunications,  electronic mail services,  globally managed
        data networks, data telecom networks, video conferencing,  international
        gateway  networks,  satellite  networks in and  outside  India by way of
        Joint Venture  partnerships  which should be in conformity  with overall
        licensing conditions defined from time to time by Government of India.

6.      To raise necessary  financial  resources for its  development  needs for
        telecommunication services/facilities.

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

7.      To collect and settle revenue,  rental, leased charges and other charges
        payable   to  the   Company  by   persons,   companies,   agencies   and
        administrations  for the  services  provided and to utilise the same for
        furtherance of activities of the Company.

8.      To  work  in  consultation  with  and  on  behalf  of  the  Ministry  of
        Communications in matters of:

        (a)     Introduction of new services.

        (b)     To enter into  agreement with  International  Telecommunications
                Satellite   Organisation   (INTELSAT),   International  Maritime
                Satellite      Organisation       (INMARSAT),       Commonwealth
                Telecommunications  Organisations  (CTO)  as  successors  to the
                Overseas    Communications    Service   and   with   any   other
                telecommunication organisations.


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(1)     INSERTED  AS PER  SPECIAL  RESOLUTION  PASSED  AT THE  13TH  ACM HELD ON
        30.09.1999 AND SUBSEQUENT CLAUSES 5-57 RENUMBERED AS 6-58.


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        (c)     To enter into  bilateral/multilateral  ownership agreements with
                foreign  administrations,  communications  entities  and service
                agencies for telecommunications.

9.      To obtain specific prior approval of the Ministry of  Communications  in
        the following cases:

        (a)     Withdrawal of any existing telecommunication service.

        (b)     Fixation,  modification,  increase  or  decrease  of tariff  for
                telecommunication services provided to the user.

        (c)     Fixation  of  Terminal   Charges  to  be  paid  to  the  Telecom
                Department for international services.

10.     To  participate  in seminars,  expositions  and  exhibitions  and attend
        meetings of the technical, planning, financial, maintenance,  management
        and  administrative  committees  of  international  organisations,  like
        International  Telecommunication  Union, INTELSAT,  INMARSAT,  CTO, Asia
        Pacific  Telecommunity,  Indian Ocean Commonwealth  Cable, and India-UAE
        Cable.


11.     To acquire  from any  person,  firm or body  corporate  whether in India
        and/or  outside  India  in  the  public  or  private  sector,  technical
        information, know-how, process engineering,  manufacturing and operating
        data,  plans,  layouts  and blue  prints  useful for  design,  erection,
        construction,  commissioning,  operation  and  maintenance  of plant and
        equipment required for any of the business of the Company and to acquire
        any grant or licence  and other  rights and  benefits  in the  foregoing
        matters and things.

12.     To buy in India or outside India any plants,  equipments and auxiliaries
        which can be  advantageously  utilised  by the  Company  to  attain  its
        objects and carry on  operations  or  business  of any nature  which the
        Company  from  time to time  may deem  fit or  expedient  to carry on in
        connection with its business at any time being conducted.

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13.     To build,  construct,  maintain,  enlarge, pull down, remove or replace,
        dispose  off,  improve or develop  and work,  manage,  and  control  any
        buildings,  offices, godowns, warehouses, shops, machinery and plant and
        telephone exchanges,  telex exchanges,  message relay systems, microwave
        stations,  repeater stations,  telecommunications lines, cables, towers,
        or any other  equipment,  plant and  machinery  connected  with  design,
        development,     construction,     maintenance    and    operation    of
        telecommunications services and conveniences,  which may seem calculated
        directly or  indirectly  to advance the  interests of the Company and to
        subsidise,  contribute to or otherwise assist or take part in doing arty
        of these  things,  and/or to join with any other person  and/or  company
        and/or with any Governmental authority in doing any of these things.

14.     To establish/construct  and maintain or windup branch offices and/or new
        offices in and outside  India as may be necessary to protect and promote
        the interests of the Company.

15.     To carry on the business of  manufacture  of the equipment  required for
        telecommunication systems, networks and services.

16.     To  purchase or sell,  take or give on lease or licence or in  exchange,
        hire or  otherwise  acquire  or dispose  any  immovable  and/or  movable
        property  and any  rights  or  privileges  which the  Company  may think
        necessary or convenient  for the purposes of its business or may enhance
        the value of any other  property of the Company and in  particular,  any
        land  (freehold,  leasehold,  or  other  tenure)  buildings,  easements,
        machinery,  plant and  stock-in-trade and on any such lands to erect and
        to lend/advance money for the erection of buildings,  factories,  sheds,
        godowns or other  structures for the works,  for purposes of the Company
        and also for the residence and amenity of its employees, staff and other
        workmen  and erect and instal  machinery  and plant and other  equipment
        deemed  necessary or convenient  or  profitable  for the purposes of the
        Company.

17.     To engage in research,  development,  study and experiments  relating to
        all  the  aspects  of  telecommunications,   to  collect,   prepare  and

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        distribute  information  and  statistics  relating to any of the aspects
        pertaining to  telecommunications  working in India or outside India and
        to promote or propose  such  methods,  studies  and  measures  as may be
        considered desirable by or beneficial to the interests of the Company.

18.     To  receive or pay  remuneration,  assist  and  finance in India  and/or
        outside India any industrial undertaking, project or enterprise, whether
        owned or run by Government,  Statutory Body,  private  company,  firm or
        individual  with capital  credit or resources  for execution of its work
        and business by or to the Company.

19.     To  design,  establish,   provide,  maintain  and  perform  engineering,
        technical and consultancy services for any administration,  person, firm
        or body corporate, for development of telecommunications projects of all
        types/descriptions  in India and outside India including but not limited
        to surveys of all types, feasibility reports,  detailed project reports,
        techno-economic investigations, supply of basic engineering and detailed
        design and making drawings,  layouts and blue prints for construction of
        telecommunication  facilities,  preparation of tender documents,  tender
        evaluation,  purchase  assistance,  construction,  supervision,  project
        management, acceptance testing, commissioning,  maintenance, training of
        personnel and such other services.


20.     To receive  engineering,  technical and management  consultancy services
        for telecommunications but not limited to engineering,  commercial,  and
        operational  management of telecommunications  systems,  market research
        and personnel management.


21.     (a)    To pay for any rights,  facilities  and property  acquired by the
               Company and to remunerate any person, company, administration, or
               body whether by cash payment or by allotment of share, debentures
               or other securities of the Company credited as paid up in full or
               in part or otherwise.

        (b)    To  receive  payment  for any  rights,  facilities  and  property
               provided  by the  Company  and to receive  remuneration  from any


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               person,  company,  administration or body either by cash payment,
               allotment of share, debentures or other securities.

22.     Subject to the  provisions of the Companies  Act, 1956 and directives of
        Reserve Bank of India,  to borrow or raise money or to receive  money on
        deposit or loan including  public deposit at interest  otherwise in such
        manner as the  Company may think fit and in  particular  by the issue of
        the debentures or debenture stock or bonds,  perpetual or otherwise, and
        which may or may not be  convertible  into shares,  in this or any other
        company, and to secure the repayment of any such money borrowed,  raised
        or received,  or owing by mortgage,  pledge,  charge or lien upon all or
        any of the property, assets, or revenue of the Company (both present and
        future)  including  its  uncalled  capital  and to give the  lenders  or
        creditors  the power of sale and other  powers as may seem  expedient to
        purchase,  redeem or pay off any such  securities  and also by a similar
        mortgage,  charge of lien to secure and guarantee the performance of the
        company or any person,  firm or company or any obligation  undertaken by
        the Company of any other person, firm or company as the case may be.

23.     To  issue or  guarantee  the  issue of or the  payment  of  interest  on
        debentures  or  other   security  or   obligations  of  any  company  or
        association  and  to  pay  or  provide  for  brokerage,  commission  and
        underwriting in respect of such issue.

24.     Subject to the  provisions of the Companies  Act, 1956 and directives of
        the Reserve Bank of India,  to receive money on deposits for interest or
        otherwise and to lend or advance money with or without  security to such
        companies, firms or persons and Government departments and on such terms
        and  conditions  as may seem  expedient  and in particular to customers,
        suppliers and others having  dealings with this Company and to guarantee
        the  performance  of  contracts  or  obligations  by any  such  persons,
        companies  and firms,  provided  that the company shall not carry on the
        business of Banking as defined by the Banking Regulations Act, 1949.

25.     To  invest  and deal  with the  moneys of the  Company  not  immediately


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        required in manner as may be thought fit and as  determined by the Board
        of Directors of the Company from time to time.

26.     To enter  into any  contracts  or  arrangements  for the more  efficient
        conduct of the business of the Company or any part thereof and to sublet
        any contracts from time to time.

(2)27.  (i) To  negotiate  and/or  enter  into  agreements  and  contracts  with
        individuals, companies, corporations, bodies corporate and/or such other
        organisations in India and abroad including governments and governmental
        or semi-governmental  bodies of other sovereign states, for obtaining or
        providing  know-how or technical and/or  financial  collaboration or any
        other such  assistance  for carrying  out any  business or  transactions
        which the Company is  authorised to carry on and also for the purpose of
        activating research and development and to acquire or provide,  exploit,
        use necessary formulae inventions,  utility models and patent rights for
        furthering  the  objects  of  the  Company,  subject  to  Joint  Venture
        guidelines issued by Government as amended from time to time.

        (ii) Subject to Section 391, 394, and 394A of the Companies  Act,  1956,
        to amalgamate or take over or merge with Or reconstruct  the business of
        the Company with any other person,  organisation,  firm,  company,  body
        corporate whether incorporated or not and whether registered in India or
        otherwise,  or enter into partnership or into any other  arrangement for
        sharing of profits,  union of  interest,  co-operation,  joint  venture,
        reciprocal  concession or  co-operation  or for limiting  competition or
        otherwise,  with any  person,  persons or company or body  corporate  or
        other  organisations  carrying on or engaged in or about to carry on, or
        engage in or being  authorized  to carry on or to bifurcate  one or more
        units of the Company in one or more  companies  for the  interest of the
        Company  and to give or  accept by way of  consideration  for any of the
        acts or things aforesaid or property acquired,  any shares,  debentures,
        debenture-stock or other debt instruments or securities including

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(2)     AMENDED  AS PER  SPECIAL  RESOLUTION  PASSED  AT THE  13TH AGM  HELD  ON
        30.09.1999.

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        futures,  options,  derivatives that may be agreed upon, and to hold and
        retain,  sell,  mortgage,  pledge,  encumber  and deal with any  shares,
        debentures,    debenture-stock   or   securities,    options,   futures,
        derivatives,  instruments  so  received or  offered.  Provided  that the
        merger  and  acquisition  to  arrived  at may not in any way  effect the
        majority interest of the Government of India unless otherwise  approved.
        Provided  further that Government of India approves and the scope of the
        business will be those which the Company is authorised to carry on.

28.     To distribute or otherwise as may be resolved, any property or assets of
        the  company or any  proceeds  of sale or  disposal  of any  property or
        assets of the  company in case of winding up of the  company,  including
        the shares,  debentures or other  securities or any other  securities of
        any  other  company  formed  to take  over the  whole or any part of the
        assets or liability of the company so that no distribution  amounting to
        a reduction  of capital may be made except with the sanction of (if any)
        for the time being  required by law and subject to the provisions of the
        Companies Act in the event of winding up.

29.     To vest any immovable or movable property,  rights or interests acquired
        by or  belonging to the company in any person or company on behalf of or
        for the benefit of the company and with or without any declared trust in
        favour of the company.

(3)30.  To carry on the business  which the Company is authorised to carry on by
        means or through the agency of any subsidiary company or other associate
        or affiliate companies or other business organisation in India or abroad
        and to enter into any  arrangement  with any such company for taking the
        profits  and  bearing  the losses of any  business  so carried on or for
        financing any such company or business  organisation or guaranteeing its
        liabilities or obligations or to make any other  arrangements  which may
        seem desirable with reference to any other business so carried on by the
        Company  with a power  at any time to close  any  such  business  either
        temporarily or permanently and or to appoint Directors or Managers or


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(3)     AMENDED  AS PER  SPECIAL  RESOLUTION  PASSED  AT THE  13th AGM  HELD  ON
        30.09.1999.

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        administrators of any such company or business organisations.

31.     To  generally do and perform all the above acts and such other things as
        may be deemed  incidental  or conducive to the  attainment  of the above
        objects or of any of them.

32.     To  buy,  sell  and  deal in  minerals,  plant,  machinery,  implements,
        conveniences,  provisions and things capable of being used in connection
        with the business of the company.

33.     To purchase,  create,  generate,  or  otherwise  acquire,  use,  sell or
        otherwise  dispose of,  electric  current and electric,  steam and water
        power of every kind and  description,  and to sell,  supply or otherwise
        dispose of, light, heat and power of every kind and description.

34.     To  acquire  and take  over all or any part of the  business,  goodwill,
        property and other  assets,  and to assume or undertake the whole or any
        part of the liabilities and obligations of any person, form, association
        or corporate body or Government  department carrying on a business which
        the company is or may become  authorised to carry on, and to pay for the
        same in cash,  shares,  stocks,  debentures or bonds of the company,  or
        otherwise and to hold, manage,  operate,  conduct, and dispose of in any
        manner,  the whole or any part of any such  acquisitions and to exercise
        all the powers  necessary  or  convenient  in and about the  conduct and
        management thereof.

35.     To merge,  amalgamate or consolidate  with any corporate body heretofore
        or hereafter create in such manner as may be permitted by law.

36.     To cause the company to be  registered  or recognised in any part of the
        world.

37.     To make, draw,  accept,  endorse,  discount,  execute and issue cheques,
        promissory  notes,  hundies,  bills  of  exchange,   bills  of  ladings,
        warrants,    debentures,    and   other   negotiable   or   transferable
        instruments/securities.

38.     To do all or any of the above  things and all such  other  things as are

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        incidental  or may be thought  conducive to the  attainment of the above
        objects or any of them and as principals,  agents,  contractors trustees
        or otherwise and either along or in conjunction with others.

39-     To  carry  out  or  to  have  carried  out  experiment  ad  research  in
        laboratory,  pilot plant and on industrial  scale, and to incur expenses
        necessary  therefor  with a  view to improve on the  present  method and
        process of working the several business  activities which the company is
        authorized to carry on.

40.     To apply for purchase,  or otherwise  acquire,  and protect and renew in
        any part of the world any patents,  patent rights,  bravet d'inventions,
        trade marks, designs, licences, concessions and the like, conferring any
        exclusive or non-exclusive  or limited rights,  their use, or any secret
        or other information as to any invention which may seem capable of being
        used for any of the purposes of the company or the  acquisition of which
        may seem calculated  directly or indirectly to benefit the company,  and
        to use, exercise,  develop or grant licences in respect of, or otherwise
        turn to account the property,  rights or information so acquired, and to
        expend  money in  experimenting  upon,  testing  or  improving  any such
        patents, inventions or rights and without prejudice to the generality of
        the above,  any contracts,  or in relation to the supply and sale of any
        materials,  articles or things for or in  relation to the  construction,
        execution,  carrying out,  improvement,  management,  administration  or
        control  of any works  and  conveniences  required  for the  purpose  of
        carrying out any of the aforesaid  business and to  undertake,  execute,
        carry out, dispose of or otherwise turn to account such contracts.

41.     To sell,  dispose of or transfer any building,  industrial  undertaking,
        projects or factory to any company or association or concern carrying on
        similar  business on such terms and  conditions  as may be determined by
        the company.

42      To acquire from any  Government  (Central,  State,  Local or Foreign) or
        public body,  persons,  authority,  or from any private  individual  any
        concessions,  grants, decrees,  rights, powers and privileges whatsoever
        which may seem to the company directly or indirectly conducive to any of

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        its  objects  or  capable of being  carried  on in  connection  with its
        business and to work,  develop,  carry out, exercise and turn to account
        the same and to oppose any  proceedings or  applications  which may seem
        calculated directly or indirectly, to prejudice the company's interests.

43.     To provide  against payment of charges or fees as may be prescribed from
        time to time,  residential  and/or  resting  accommodation,  medical and
        welfare  facilities  for the  employees of the company and in connection
        therewith to afford to such persons,  facilities  and  conveniences  for
        transport,  washing,  bathing,  cooking,  reading,  writing  and for the
        purchase, sale and consumption of provisions,  both liquid and solid and
        for the safe custody of goods.

44.     To exchange,  sell, convey,  assign or let on lease or grant licence for
        the  whole  or any part of the  company's  immovable  properties  and to
        accept  as  consideration  or in  lieu  thereof  other  land  or cash or
        Government securities,  or securities guaranteed by Government or shares
        in joint stock  companies or partly the one and partly the other or such
        other  property Or securities as may be determined by the company and to
        take back or re-acquire any property so disposed of by rep purchasing or
        obtaining  a licence  or lease on such price or prices and on such terms
        and conditions as may be agreed upon.

45.     To  employ  foreign  or  other  technicians,   experts,   advisers,   or
        consultants,  or to lend the services or the employees of the company on
        a contract basis for the furtherance of company's objectives aforesaid.

46.     (a)     To train and pay for the  training  in India or abroad of any of
                the company's  employees  under such terms and conditions as may
                be prescribed from time to time, and to establish,  maintain and
                operate training institutions for its employees.

        (b)     To  provide  attachment  or  training  facilities  to  Indian or
                foreign nationals on the terms and conditions agreed upon.

47.     To improve,  manage,  develop, grant rights or privileges in respect of,


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        or  otherwise  deal with,  all or any part of the property and rights of
        the company.

48.     To promote and form and to be interested in and take hold and dispose of
        shares in other companies  having objects in whole or in part similar to
        those of the company and to transfer to any such company any property of
        this  company,  and to take or  otherwise  acquire,  hold and dispose of
        shares, debentures and other securities in or of any such company and to
        subsidise or otherwise assist any such company.

49.     To pay out of the funds of the company all costs,  charges and  expenses
        which the  company may  lawfully  incur with  respect to the  promotion,
        formation  and  registration  of the company or which the company  shall
        consider to be preliminary  including  therein the cost of  advertising,
        printing  and  stationery,  expenses  attendant  upon the  formation  of
        agencies, branches and local boards.

50.     To establish and maintain or procure the  establishment  and maintenance
        of any contributory  provident funds,  contributory or  non-contributory
        pension or superannuation  funds for the benefit of, and give or procure
        the giving of donations,  gratuities, pension, bonus, annuities or other
        allowances  or  emoluments to any persons who are or were at any time in
        the employment and/or service of the company, or of any company which is
        a  subsidiary  of the  company  or is allied to or  associated  with the
        company  or with any such  subsidiary  company or who are or were at any
        time the  Directors  or  officers or staff of the company or of any such
        other company as aforesaid,  and the  employees or  ex-employees  of the
        company  or  Government  department  formerly  engaged  in any  business
        acquired by the company and the wives,  widows,  families and dependants
        of any such persons,  and also  establish and subsidise and subscribe to
        arty charitable or public object, institutions,  society,  associations,
        clubs or funds and by providing or  subscribing or  contributing  toward
        places  of  instruction  and  recreation,  hospitals  and  dispensaries,
        medical and other  attendance  and by building  or  contributing  to the
        building  of  houses,  dwellings,  calculated  to the  benefit  of or to


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        advance the interests and well being of the company or of any such other
        company or  department as aforesaid or its employees and to make payment
        to or towards the  insurance of any such person as aforesaid  and to any
        of the matters  aforesaid  either alone or in conjunction  with any such
        other company as aforesaid.

51.     To create any depreciation fund, reserve fund, sinking fund or any other
        special fund,  whether for  depreciation  or for  repairing,  improving,
        extending or  maintaining  any of the property of the company or for any
        other purpose conducive to the interest of the company.

52.     To adopt such means of making  known the  business  of the company or in
        which the company is interested as may seem  expedient and in particular
        by  advertising  in the  press,  circulars,  publication  of  books  and
        periodicals,  audio arid audiovisual media,  exhibitions and by granting
        prizes, rewards and concessions.

53.     To enter into, make and perform contracts and arrangements of every kind
        and  description   for  any  lawful  purpose  with  any  person,   firm,
        association,  corporate  body,  municipality,  body politic,  territory,
        province,  state,  Government or colony or dependency  thereof,  without
        limit as to amount,  and to obtain from any  Government or authority any
        rights, privileges, contracts and concessions which the company may deem
        desirable to obtain,  and to carry out, exercise or comply with any such
        arrangements, rights, privileges, contracts and concessions.

54.     To  subscribe  or  guarantee   money  for  any   national,   charitable,
        benevolent,  public, general or useful object or for any exhibition,  or
        for any purpose which may be considered likely directly or indirectly to
        further the objects of the company or the interest of its members.

55.     To layout and prepare any land for any kind of athletics, sports and for
        the playing of such sports or kind of amusement or entertainment  and to
        construct  the  stands  and  buildings  and   conveniences  for  use  in
        connection therewith.

56.     To act as  agents  and as  trustees  for any  person or  company  and to
        undertake  and perform  sub-contracts  and to do all or any of the above


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        things in any part of the world and as principals,  agents, contractors,
        trustees  or  otherwise  and  by  or  through  agents,  sub-contractors,
        trustees  or  otherwise  and  either  alone or  jointly  with  others in
        connection with the business of the company.


C.      OTHER OBJECTS.

57.     To purchase or otherwise  acquire and to hold,  own,  invest,  trade and
        deal in, mortgage,  pledge,  assign, sell, transfer Or otherwise dispose
        of goods, equipment, machinery, wares, merchandise and personal property
        of every class and description and to transport the same in any manner.

58.     To carry on the  business of a store  keeper in all its  branches and in
        particular, to buy, sell and deal in goods, stores, consumable articles,
        chattels and effects of all kinds, both wholesale and retail.


IV.     The liability of the members is limited.

(4)V.   The  authorised  Share  Capital  of the  Company  is  Rs.300,00,00,000/-
        (Rupees Three Hundred  Crore) divided into  30,00,00,000  (Thirty Crore)
        Equity Shares of Rs.l0/-  (Rupees Ten) each with the rights,  privileges
        and conditions  attaching  thereto as may be provided by the Articles of
        Association of the Company for the time being.



--------
(4)     AMENDED VIDE ORDINARY  RESOLUTION PASSED BY THE SHAREHOLDERS AT 14TH AGM
        HELD ON 26 SEPTEMBER 2000.

14

<PAGE>




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

<TABLE>
<CAPTION>
<S>                       <C>               <C>              <C>            <C>

     Name                 Address,           Signature      No. of Shares   Name, Signature,
                          Description and    of             Equity          Address
                          Occupation         Subscribers                    Description &
                                                                            Occupation
                                                                            of witness

1.   President of         Secretary,            Sd/-           100          Daljit Singh,S/u.
     India Through        Department of                                     Shri Jogenclar
     Devendra Kumar       Telecommunications,                               Singh.Dy.
     Sangsl (Sb.          Sanchar Shavan,                                   Director
     Shri Hardhian        New Delhi.                                        General,OCS, VSB,
     Singh Jain)                                                            New Delhi.
     Secretary,
     Telecommunications.

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

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

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

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

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

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

                                                                              15
<PAGE>

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





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

  Dated this 12th Day of March, 1986
  Place - Bombay.


16