EXHIBIT 2.2

                                                                [Execution Copy]



                ________________________________________________


                          VIDESH SANCHAR NIGAM LIMITED

                                       and

                              THE BANK OF NEW YORK,

                                  as Depositary

                                       and

                         OWNERS AND BENEFICIAL OWNERS OF
                          AMERICAN DEPOSITARY RECEIPTS



                           __________________________

                                 AMENDMENT NO. 1

                                       TO

                                DEPOSIT AGREEMENT

                          (Dated as of August 7, 2000)

                           ___________________________

                          Dated as of December 11, 2000

                ________________________________________________





<PAGE>



                      AMENDMENT NO. 1 TO DEPOSIT AGREEMENT

         AMENDMENT  NO. 1 TO DEPOSIT  AGREEMENT  dated as of  December  11, 2000
(this "Amendment")  among VIDESH SANCHAR NIGAM LIMITED,  a company  incorporated
under the laws of the Republic of India (the "Company"), THE BANK OF NEW YORK, a
New York banking  corporation (the  "Depositary")  and all Owners and Beneficial
Owners from time to time of American Depositary Receipts issued hereunder.

                               W I T N E S S E T H

         WHEREAS,  the Company and the Depositary executed the Deposit Agreement
dated as of August 7, 2000 (the "Deposit  Agreement") for the purposes set forth
therein; and

         WHEREAS, the Company is distributing a bonus issue of Shares to holders
of its Shares amounting to two Shares for each Share held by them as of November
16, 2000; and

         WHEREAS, pursuant to Section 6.01 of the Deposit Agreement, the Company
and the Depositary deem it advisable to amend the Deposit Agreement and the form
of  American  Depositary  Receipt  annexed  thereto  as  Exhibit  A to  effect a
conversion  of  each  four  outstanding   American   Depositary   Shares,   each
representing  (after  giving effect to the  aforementioned  bonus issue) one and
one-half Shares,  into three American  Depositary  Share,  each representing two
Shares and a  cancellation  of  holdings of  American  Depositary  Shares to the
extent such holdings  represent other than an integral multiple of four American
Depositary Shares.

         NOW,  THEREFORE,  the Company and the Depositary  hereby agree to amend
the Deposit Agreement, effective as of the date hereof, as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. DEFINITIONS.  Unless otherwise defined in this Amendment,
terms  which are  defined in the  Deposit  Agreement  are used herein as therein
defined.

                                   ARTICLE II

                         AMENDMENTS TO DEPOSIT AGREEMENT

         Section 2.01.  Section 1.01 of the Deposit  Agreement is hereby amended
and restated in its entirety as follows:

              "SECTION  1.01.  AMERICAN  DEPOSITARY  SHARES.  The term "American
         Depositary Shares" shall mean the securities representing the interests
         in the  Deposited  Securities  and  evidenced  by the  Receipts  issued
         hereunder.  Each American  Depositary Share shall represent two Shares,
         until  there  shall  occur a  distribution  upon  Deposited  Securities
         covered by Section 4.03 or a change in Deposited  Securities covered by
         Section 4.08 with respect to which additional Receipts are not executed


<PAGE>

         and  delivered,   and  thereafter   American  Depositary  Shares  shall
         represent  the amount of Shares or  Deposited  Securities  specified in
         such Sections."


                                   ARTICLE III

                          AMENDMENTS TO FORM OF RECEIPT

         Section  3.01.  AMENDMENT.  The Form of Receipt is hereby  amended  and
restated in its entirety by substituting  the Form of Receipt annexed as Exhibit
A to this Amendment.

                                   ARTICLE IV

                                  MISCELLANEOUS

         Section 4.01.  CONVERSION OF OUTSTANDING  AMERICAN  DEPOSITARY  SHARES.
Each four outstanding  American  Depositary  Shares,  each  representing  (after
giving  effect to the bonus issue  described in the recitals to this  Amendment)
one and one-half  Shares,  are hereby  converted into three American  Depositary
Share, each representing two Shares; PROVIDED,  HOWEVER, that to the extent that
such conversion  would require the Depositary to make any delivery of a fraction
of an  American  Depositary  Share,  the  holding  which would give rise to such
fraction upon  conversion  shall not be converted  and shall be  cancelled,  the
Depositary shall use reasonable efforts to sell the amount of Shares represented
by the  aggregate of such  holdings and portions of holdings and the  Depositary
shall distribute the net proceeds of such sale to the Owners entitled thereto in
the  manner and  subject  to the  conditions  described  in Section  4.01 of the
Deposit Agreement.

         Section  4.02.  NEW  RECEIPTS.  Pursuant to Section 4.08 of the Deposit
Agreement,  the Depositary shall arrange, at the expense of the Company, to have
new Receipts  printed to reflect the changes to the form of Receipt  effected by
this Amendment.  The Depositary shall call for surrender of outstanding Receipts
to be exchanged for new Receipts, reflecting in each case the number of American
Depositary  Shares  evidenced  thereby  after  giving  effect to the  conversion
effected by this Amendment;  PROVIDED,  HOWEVER, that outstanding Receipts shall
continue  to  evidence  American   Depositary  Shares   representing   Deposited
Securities  and  shall  remain  valid  for  settlement  of  trades  in  American
Depositary  Shares until so surrendered or exchanged,  except that the number of
American  Depositary Shares evidenced by each such unexchanged  Receipt shall be
three-fourths  of the  number  shown  on the  face  thereof,  rounded  down,  if
necessary, to the nearest whole number of American Depositary Shares.


                                       2
<PAGE>

         IN WITNESS  WHEREOF,  VIDESH  SANCHAR NIGAM LIMITED and THE BANK OF NEW
YORK have duly executed this Amendment as of the date first above written.

                                    VIDESH SANCHAR NIGAM LIMITED

                                    By: /s/ Satish Ranade
                                       ---------------------------------
                                        Name:  Satish Ranade
                                        Title:


                                    THE BANK OF NEW YORK

                                    By: /s/ Keith G. Galfo
                                       ---------------------------------
                                        Name:   Keith G. Galfo
                                        Title:  Vice President



                                       3
<PAGE>

                                    EXHIBIT A

                                       TO

                      AMENDMENT NO. 1 TO DEPOSIT AGREEMENT

                                          AMERICAN DEPOSITARY
                                          SHARES
                                          (Each American Depositary
                                          Share represents two
                                          deposited Shares)


                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                               FOR ORDINARY SHARES
                          FACE VALUE 10 RUPEES EACH OF
                          VIDESH SANCHAR NIGAM LIMITED
             (INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF INDIA)

         The  Bank  of  New  York,   as  depositary   (hereinafter   called  the
"Depositary"), hereby certifies  that___________________________,  or registered
assigns IS THE OWNER OF ____________________________.

                           AMERICAN DEPOSITARY SHARES

representing  deposited  ordinary  shares  (herein  called  "Shares")  of Videsh
Sanchar  Nigam  Limited,  incorporated  under the laws of the  Republic of India
(herein  called the  "Company").  At the date hereof,  each American  Depositary
Share  represents  two Shares  deposited or subject to deposit under the Deposit
Agreement (as such term is hereinafter  defined) at the principal Mumbai,  India
office of ICICI  Limited  (herein  called  the  "Custodian").  The  Depositary's
Corporate  Trust  Office is located at a different  address  than its  principal
executive  office.  Its Corporate Trust Office is located at 101 Barclay Street,
New York, N.Y. 10286, and its principal  executive office is located at One Wall
Street, New York, N.Y. 10286.

               THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                    101 BARCLAY STREET, NEW YORK, N.Y. 10286


         1. THE DEPOSIT AGREEMENT.

         This  American  Depositary  Receipt is one of an issue  (herein  called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the Deposit  Agreement,  dated as of August 7, 2000,  as amended by Amendment
No. 1 to Deposit  Agreement,  dated as of December 11, 2000 (as so amended,  the
"Deposit Agreement"),  by and among the Company, the Depositary,  and all Owners
and Beneficial Owners from time to time of Receipts issued  thereunder,  each of
whom by accepting a Receipt agrees to become a party thereto and become bound by


<PAGE>

all the terms and  conditions  thereof.  The  Deposit  Agreement  sets forth the
rights of Owners and Beneficial Owners of the Receipts and the rights and duties
of the Depositary In respect of the Shares deposited  thereunder and any and all
other  securities,  property  and cash from time to time  received in respect of
such Shares and held thereunder (such Shares, securities, property, and cash are
herein called  "Deposited  Securities").  Copies of the Deposit Agreement are on
file at the  Depositary's  Corporate  Trust  Office  in New York City and at the
office of the Custodian.

         The  statements  made on the  face  and  reverse  of this  Receipt  are
summaries of certain  provisions  of the Deposit  Agreement and are qualified by
and  subject to the  detailed  provisions  of the  Deposit  Agreement,  to which
reference is hereby made. Capitalized terms defined in the Deposit Agreement and
not defined herein shall have the meanings set forth in the Deposit Agreement.

         2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

         Upon surrender at the Corporate  Trust Office of the Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this Receipt,
and subject to the terms and conditions of the Deposit Agreement,  the terms and
conditions  of  the  Company's   Memorandum  and  Articles  of  Association  and
applicable Indian law, the Owner hereof is entitled to delivery,  to him or upon
his order, of the Deposited  Securities at the time  represented by the American
Depositary  Shares for which this Receipt is issued.  Delivery of such Deposited
Securities  may be  made by (a)  such  Owner's  option  either  (i)  book-entry
transfer of Shares in the book-entry system in India to an account designated by
such Owner or an account  designated by a person  designated  by such Owner,  if
feasible or (ii)  delivery of  certificates  for Shares in the name of the Owner
hereof or as ordered by him or certificates  properly endorsed or accompanied by
proper  instruments  of  transfer,  if  feasible  and (b)  delivery of any other
securities, property and cash to which such Owner is then entitled in respect of
this  Receipt.  Such  delivery  will be made at the option of the Owner  hereof,
either at the office of the  Custodian or at the  Corporate  Trust Office of the
Depositary,  provided that the  forwarding of  certificates  for Shares or other
Deposited  Securities  for such  delivery at the  Corporate  Trust Office of the
Depositary shall be at the risk and expense of the Owner hereof.

         3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

         The  transfer  of this  Receipt  is  registrable  on the  books  of the
Depositary at its  Corporate  Trust Office by the Owner hereof in person or by a
duly authorized  attorney,  upon surrender of this Receipt properly endorsed for
transfer or accompanied by proper  instruments of transfer and funds  sufficient
to pay any applicable transfer taxes and the expenses of the Depositary and upon
compliance  with such  regulations,  if any, as the Depositary may establish for
such  purpose.  This  Receipt may be split into other such  Receipts,  or may be
combined  with  other  such  Receipts  into  one  Receipt,  evidencing  the same
aggregate  number of  American  Depositary  Shares as the  Receipt  or  Receipts
surrendered.   As  a  condition   precedent  to  the   execution  and  delivery,
registration of transfer, split-up,  combination, or surrender of any Receipt or
withdrawal  of any Deposited  Securities,  the  Depositary,  the  Custodian,  or
Registrar may require  payment from the depositor of the Shares or the presentor
of the  Receipt  of a sum  sufficient  to  reimburse  it for  any  tax or  other
governmental  charge and any stock  transfer or  registration  fee with  respect


                                       2
<PAGE>

thereto  (including  any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any  applicable  fees as provided in this
Receipt,  may  require  the  production  of proof  satisfactory  to it as to the
identity and  genuineness of any signature and may also require  compliance with
any reasonable  regulations  the Depositary  may establish  consistent  with the
provisions  of  the  Deposit  Agreement  or  this  Receipt,  including,  without
limitation, this Article 3.

         The delivery of Receipts against deposit of Shares generally or against
deposit of particular  Shares may be  suspended,  or the transfer of Receipts in
particular  instances  may  be  refused,  or the  registration  of  transfer  of
outstanding  Receipts  generally  may be  suspended,  during any period when the
transfer  books of the  Depositary  are closed,  or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from time
to time because of any  requirement of law or of any government or  governmental
body or  commission,  or under any  provision  of the Deposit  Agreement or this
Receipt,  or for any other  reason,  subject to the  provisions of the following
sentence.  Notwithstanding  anything to the contrary in the Deposit Agreement or
this Receipt,  the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended  subject only to (i) temporary  delays caused by
closing the transfer  books of the  Depositary  or the Company or the deposit of
Shares in connection with voting at a shareholders'  meeting,  or the payment of
dividends,  (ii) the  payment  of fees,  taxes and  similar  charges,  and (iii)
compliance with any U.S. or foreign laws or governmental regulations relating to
the  Receipts  or  to  the  withdrawal  of  the  Deposited  Securities.  Without
limitation of the  foregoing,  the  Depositary  shall not  knowingly  accept for
deposit  under the Deposit  Agreement  any Shares  which would be required to be
registered  under the  provisions of the  Securities  Act of 1933 for the public
offer and sale thereof in the United States unless a  registration  statement is
in effect as to such Shares for such offer and sale.

         4. LIABILITY OF OWNER OR BENEFICIAL OWNER FOR TAXES.

         If any tax or other  governmental  charge  shall  become  payable  with
respect to any Receipt or any Deposited Securities  represented hereby, such tax
or other  governmental  charge shall be payable by the Owner or Beneficial Owner
hereof to the  Depositary.  The  Depositary may refuse to effect any transfer of
this Receipt or any withdrawal of Deposited  Securities  represented by American
Depositary  Shares evidenced by such Receipt until such payment is made, and may
withhold any  dividends or other  distributions,  or may sell for the account of
the Owner or Beneficial Owner hereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by this Receipt, and may
apply such dividends or other  distributions or the proceeds of any such sale in
payment of such tax or other  governmental  charge  and the Owner or  Beneficial
Owner hereof shall remain liable for any deficiency.

         5. WARRANTIES ON DEPOSIT OF SHARES.

         Every person  depositing  Shares under the Deposit  Agreement  shall be
deemed  thereby to represent  and warrant that such Shares and each  certificate
therefor  are  validly  issued,  fully  paid,  non-assessable,  and  free of any
preemptive  rights of the  holders  of  outstanding  Shares  and that the person
making such deposit is duly authorized so to do. Every such person shall also be
deemed to represent  that such Shares are not, and  American  Depositary  Shares
representing   such   Shares   would  not  be,   Restricted   Securities.   Such


                                       3
<PAGE>

representations  and warranties shall survive the deposit of Shares and delivery
of Receipts.

         6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

         Any person  presenting  Shares for  deposit or any Owner or  Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the  Custodian  such proof of  citizenship  or  residence,  exchange  control
approval,  or such information  relating to the registration on the books of the
Company or the Foreign  Registrar,  if applicable,  to execute such certificates
and to make such  representations  and  warranties,  as the  Depositary may deem
necessary or proper. The Depositary may withhold the delivery or registration of
transfer  of any  Receipt  or the  distribution  of any  dividend,  or  sale  or
distribution  of  rights  or of the  proceeds  thereof  or the  delivery  of any
Deposited  Securities  until  such proof or other  information  is filed or such
certificates are executed or such  representations and warranties made. No Share
shall be accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that any necessary approval has been granted by any governmental body
in India which is then  performing  the function of the  regulation  of currency
exchange.

         7. CHARGES OF DEPOSITARY.

         The  Company   agrees  to  pay  the  fees,   reasonable   expenses  and
out-of-pocket  charges  of the  Depositary  and those of any  Registrar  only in
accordance  with  agreements in writing  entered into between the Depositary and
the Company from time to time.  The  Depositary  shall present its statement for
such charges and expenses to the Company  once every three  months.  The charges
and expenses of the Custodian are for the sole account of the Depositary.

         The  following  charges  shall be incurred by any party  depositing  or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation,  issuance pursuant to a stock dividend or
stock  split  declared by the  Company or an  exchange  of stock  regarding  the
Receipts or  Deposited  Securities  or a  distribution  of Receipts  pursuant to
Section 4.03 of the Deposit Agreement) or by Owners,  whichever applicable:  (1)
taxes and other  governmental  charges,  (2) such  registration fees as may from
time to time be in effect for the  registration of transfers of Shares generally
on the Share  register of the Company or Foreign  Registrar  and  applicable  to
transfers  of  Shares  to the  name  of the  Depositary  or its  nominee  or the
Custodian  or its  nominee on the making of deposits  or  withdrawals  under the
terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in the Deposit  Agreement,  (4) such expenses
as are incurred by the Depositary in the conversion of foreign currency pursuant
to Section  4.05 of the  Deposit  Agreement,  (5) a fee of $5.00 or less per 100
American  Depositary  Shares (or portion thereof) for the execution and delivery
of Receipts  pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and
the  surrender  of  Receipts  pursuant  to Section  2.05 or 6.02 of the  Deposit
Agreement,  (6) (to the extent  permitted by the rules of any stock  exchange on
which American  Depositary  Shares are listed for trading) a fee of $.02 or less
per American  Depositary  Share (or portion  thereof) for any cash  distribution
made pursuant to Sections  4.01 through 4.04 of the Deposit  Agreement and (7) a
fee for the  distribution of securities  pursuant to Section 4.02 of the Deposit
Agreement,  such fee being in an amount equal to the fee for the  execution  and
delivery of American  Depositary  Shares referred to above which would have been
charged as a result of the  deposit of such  securities  (for  purposes  of this
clause 7  treating  all such  securities  as if they  were  Shares),  but  which


                                       4
<PAGE>

securities are instead distributed by the Depositary to Owners and (8) any other
charges payable by the Depositary, any of the Depositary's agents, including the
Custodian,  or the  agents of the  Depositary's  agents in  connection  with the
servicing  of  shares  or other  Deposited  Securities  (which  charge  shall be
assessed  against  Owners  as of the  date or  dates  set by the  Depositary  in
accordance with Section 4.06 of the Deposit  Agreement and shall be collected at
the sole  discretion of the Depositary by billing such Owners for such charge or
by  deducing  such  charge  from  one or  more  cash  dividends  or  other  cash
distributions).

         The  Depositary,  subject to Article 8 hereof,  may own and deal in any
class of securities of the Company and its affiliates and in Receipts.

         8. PRE-RELEASE OF RECEIPTS.

         Unless  requested  by the  Company in  writing  to cease  doing so, the
Depositary may,  notwithstanding Section 2.03 of the Deposit Agreement,  execute
and deliver  Receipts prior to the receipt of Shares pursuant to Section 2.02 of
the Deposit Agreement (a "Pre-Release"). The Depositary may, pursuant to Section
2.05 of the Deposit Agreement,  deliver Shares upon the receipt and cancellation
of Receipts which have been  Pre-Released,  whether or not such  cancellation is
prior to the termination of such  Pre-Release or the Depositary  knows that such
Receipt has been  Pre-Released.  The Depositary may receive  Receipts in lieu of
Shares in satisfaction of a Pre-Release.  Each  Pre-Release will be (a) preceded
or accompanied by a written  representation  from the person to whom Receipts or
Shares are to be delivered that such person, or its customer, owns the Shares or
Receipts  to  be  remitted,  as  the  case  may  be,  (b)  at  all  times  fully
collateralized  with  cash or such  other  collateral  as the  Depositary  deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further  indemnities and credit regulations
as the  Depositary  deems  appropriate.  The  number  of Shares  represented  by
American  Depositary  Shares  which are  outstanding  at any time as a result of
Pre-Releases  will not  normally  exceed  thirty  percent  (30%)  of the  Shares
deposited under the Deposit Agreement;  PROVIDED,  HOWEVER,  that the Depositary
reserves  the right to change or  disregard  such  limit from time to time as it
deems appropriate.

         The Depositary may retain for its own account any compensation received
by it in connection with the foregoing.

         9. TITLE TO RECEIPTS.

         It is a  condition  of this  Receipt  and  every  successive  Owner and
Beneficial  Owner of this Receipt by accepting or holding the same  consents and
agrees,  that title to this Receipt when  properly  endorsed or  accompanied  by
proper instruments of transfer, is transferable by delivery with the same effect
as in the case of a negotiable  instrument under the laws of New York; PROVIDED,
HOWEVER,  that the Depositary,  notwithstanding any notice to the contrary,  may
treat the person in whose name this  Receipt is  registered  on the books of the
Depositary  as the  absolute  owner  hereof for the purpose of  determining  the
person entitled to distribution  of dividends or other  distributions  or to any
notice provided for in the Deposit Agreement or for all other purposes.



                                       5
<PAGE>

         10. VALIDITY OF RECEIPT.

         This Receipt  shall not be entitled to any  benefits  under the Deposit
Agreement or be valid or obligatory  for any purpose,  unless this Receipt shall
have been executed by the  Depositary by the manual or facsimile  signature of a
duly authorized signatory of the Depositary and, if a Registrar for the Receipts
shall have been  appointed,  countersigned  by the  manual of a duly  authorized
officer of the Registrar.

         11. REPORTS INSPECTION OF TRANSFER BOOKS.

         The Company is subject to the periodic  reporting  requirements  of the
Securities exchange Act of 1934 and, accordingly, files certain reports with the
Commission. Such reports and communications will be available for inspection and
copying  by Owners and  Beneficial  Owners at the  public  reference  facilities
maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549.

         The Depositary will make available for inspection by Owners of Receipts
at its  Corporate  Trust office any reports and  communications,  including  any
proxy soliciting material, received from the Company which are both (a) received
by the  Depositary  as the  holder  of the  deposited  Securities  and (b)  made
generally available to the holders of such Deposited  Securities by the Company.
The Depositary  will also send to Owners of Receipts copies of such reports when
furnished by the Company pursuant to the Deposit Agreement.

         The Depositary will keep books, at its Corporate Trust office,  for the
registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for  inspection  by the  Owners  of  Receipts  provided  that such
inspection shall not be for the purpose of communicating with Owners of Receipts
in the  interest of a business or object  other than the business of the Company
or a matter related to the Deposit Agreement or the Receipts.

         12. DIVIDENDS AND DISTRIBUTIONS.

         Whenever  the  Depositary  receives  any cash  dividend  or other  cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts  received in a foreign  currency can in the judgment
of the Depositary be converted on a reasonable  basis into United States dollars
transferable to the United States, and subject to the Deposit Agreement, convert
such dividend or  distribution  into dollars and will distribute the amount thus
received (net of the fees and expenses of the  Depositary as provided in Article
7 hereof and Section  5.09 of the Deposit  Agreement)  to the Owners of Receipts
entitled thereto;  PROVIDED,  HOWEVER, that in the event that the Company or the
Depositary  is required to withhold and does  withhold from any cash dividend or
other cash  distribution  in respect of any  Deposited  Securities  an amount on
account  of  taxes,  the  amount  distributed  to the  Owners  of  the  Receipts
evidencing  American  Depositary Shares  representing such Deposited  Securities
shall be reduced accordingly.

         Subject  to the  provisions  of  Section  4.11 and 5.09 of the  Deposit
Agreement,  whenever  the  Depositary  receives  any  distribution  other than a
distribution  described in Section 4.01, 4.03 or 4.04 of the Deposit  Agreement,
the  Depositary  will cause the  securities  or  property  received  by it to be
distributed to the Owners  entitled  thereto,  in any manner that the Depositary


                                       6
<PAGE>

may  deem  equitable  and  practicable  for  accomplishing   such  distribution;
PROVIDED,  HOWEVER,  that if in the opinion of the Depositary such  distribution
cannot be made proportionately among the Owners of Receipts entitled thereto, or
if for any  other  reason  the  Depositary  deems  such  distribution  not to be
feasible,  the Depositary may, after  consultation with the Company,  adopt such
method as it may deem  equitable  and  practicable  for the purpose of effecting
such distribution,  including, but not limited to, the public or private sale of
the  securities or property  thus  received,  or any part  thereof,  and the net
proceeds  of any such sale (net of the fees and  expenses of the  Depositary  as
provided in Article 7 hereof and Section 5.09 of the Deposit  Agreement) will be
distributed by the Depositary to the Owners of Receipts  entitled thereto all in
the  manner and  subject  to the  conditions  described  in Section  4.01 of the
Deposit Agreement.

         If any distribution consists of a dividend in, or free distribution of,
Shares,  the Depositary  may, and upon the written request of the Company shall,
distribute to the Owners of outstanding  Receipts entitled  thereto,  additional
Receipts   evidencing  an  aggregate  number  of  American   Depositary   Shares
representing the amount of Shares received as such dividend or free distribution
subject to the terms and conditions of the Deposit Agreement with respect to the
deposit of Shares and the issuance of American  Depositary  Shares  evidenced by
Receipts,  including the withholding of any tax or other governmental  charge as
provided in Section  4.11 of the Deposit  Agreement  and the payment of the fees
and expenses of the  Depositary as provided in Article 7 hereof and Section 5.09
of the Deposit Agreement. In lieu of delivering Receipts for fractional American
Depositary  Shares in any such  case,  the  Depositary  will sell the  amount of
Shares  represented  by the aggregate of such  fractions and  distribute the net
proceeds,  all in the manner and subject to the conditions  described in Section
4.01 of the Deposit  Agreement.  If additional  Receipts are not so distributed,
each American  Depositary Share shall  thenceforth also represent the additional
Shares distributed upon the Deposited Securities represented thereby.

         In the event that the Depositary  determines that arty  distribution in
property  (including Shares and rights to subscribe  therefor) is subject to any
tax or other governmental  charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges,  and the Depositary  shall  distribute the net proceeds of any
such sale after  deduction  of such  taxes or charges to the Owners of  Receipts
entitled thereto.

         13. RIGHTS.

         In the event that the Company shall offer or cause to be offered to the
holders of any  Deposited  Securities  any rights to  subscribe  for  additional
Shares or any rights of any other nature,  the  Depositary,  after  consultation
with the Company,  shall have  discretion  as to the procedure to be followed in
making such rights  available  to any Owners or in  disposing  of such rights on
behalf of any Owners and making the net proceeds available to such Owners or, if
the Depositary  determines in its reasonable  judgment that it is not lawful and
feasible to either make such rights  available  to any Owners or dispose of such
rights and make the net proceeds  available to such Owners,  then the Depositary
shall  allow the rights to lapse.  If at the time of the  offering of any rights
the Depositary  determines in its  discretion  that it is lawful and feasible to
make such rights available to all or certain Owners but not to other Owners, the
Depositary may distribute to any Owner to whom it determines the distribution to


                                       7
<PAGE>

be lawful and  feasible,  in  proportion  to the number of  American  Depositary
Shares held by such Owner,  warrants or other instruments  therefor in such form
as it deems appropriate.

         In circumstances in which rights would otherwise not be distributed, if
an Owner of Receipts  requests the distribution of warrants or other instruments
in order to exercise the rights allocable to the American  Depositary  Shares of
such Owner  hereunder,  the Depositary  will make such rights  available to such
Owner  upon  written  notice  from the  Company to the  Depositary  that (a) the
Company has elected in its sole discretion to permit such rights to be exercised
and (b) such Owner has executed such  documents as the Company has determined in
its sole discretion are reasonably required under applicable law.

         If the Depositary has  distributed  warrants or other  instruments  for
rights  to all or  certain  Owners,  then  upon  instruction  from such an Owner
pursuant to such warrants or other instruments to the Depositary from such Owner
to exercise such rights,  upon payment by such Owner to the  Depositary  for the
account of such Owner of an amount equal to the purchase  price of the Shares to
be received  upon the  exercise of the rights,  and upon payment of the fees and
expenses of the  Depositary  and any other charges as set forth in such warrants
or other  instruments,  the Depositary shall, on behalf of such Owner,  exercise
the rights and  purchase the Shares,  and the Company  shall cause the Shares so
purchased to be delivered to the  Depositary  on behalf of such Owner.  As agent
for such  Owner,  the  Depositary  will  cause  the  Shares so  purchased  to be
deposited pursuant to Section 2.02 of the Deposit Agreement, and shall, pursuant
to Section 2.03 of the Deposit  Agreement,  execute and deliver Receipts to such
Owner;  PROVIDED,  HOWEVER,  that in the case of a distribution  pursuant to the
preceding paragraph,  such deposit shall be made, and depositary shares shall be
delivered,   under  depositary   arrangements  which  provide  for  issuance  of
depositary  receipts subject to the appropriate  restrictions on sale,  deposit,
cancellation, and transfer under applicable United States laws.

         If the Depositary  determines in its  discretion  that it is not lawful
and feasible to make such rights available to all or certain Owners, it may sell
the  rights,  warrants  or other  instruments  in  proportion  to the  number of
American  Depositary  Shares held by the Owners to whom it has determined it may
not  lawfully  or feasibly  make such rights  available,  and  allocate  the net
proceeds  of such  sales  (net of the fees and  expenses  of the  Depositary  as
provided in Section 5.09 of the Deposit Agreement and all taxes and governmental
charges  payable in  connection  with such  rights and  subject to the terms and
conditions of the Deposit  Agreement)  for the account of such Owners  otherwise
entitled  to such  rights,  warrants or other  instruments,  upon an averaged or
other  practical  basis  without  regard to any  distinctions  among such Owners
because of  exchange  restrictions  or the date of  delivery  of any  Receipt or
otherwise.

         The  Depositary  will not offer rights to Owners unless both the rights
and  the  securities  to  which  such  rights  relate  are  either  exempt  from
registration  under the Securities Act of 1933 with respect to a distribution to
all Owners or are registered  under the provisions of such Act;  PROVIDED,  that
nothing in this Deposit Agreement shall create any obligation on the part of the
Company  to  file a  registration  statement  with  respect  to such  rights  or
underlying  securities  or to  endeavor  to have such a  registration  statement
declared  effective.  If an Owner  of  Receipts  requests  the  distribution  of
warrants  or other  instruments,  notwithstanding  that  there  has been no such
registration  under such Act, the Depositary shall not effect such  distribution
unless it has received an opinion from  recognized  counsel in the United States


                                       8
<PAGE>

for the company upon which the  Depositary  may rely that such  distribution  to
such Owner is exempt from such registration.

         The Depositary  shall not be  responsible  for any failure to determine
that it may be lawful or  feasible to make such  rights  available  to Owners in
general or any Owner in particular. 14. CONVERSION OF FOREIGN CURRENCY.

         14. CONVERSION OF FOREIGN CURRENCY.

         Whenever  the  Depositary  or  the  Custodian   shall  receive  foreign
currency,  by way of dividends or other  distributions  or the net proceeds from
the sale of  securities,  property or rights,  and if at the time of the receipt
thereof the foreign  currency so received can in the reasonable  judgment of the
Depositary  be converted on a  reasonable  basis into Dollars and the  resulting
Dollars  transferred to the United States,  the Depositary shall, as promptly as
practicable,  convert or cause to be  converted,  by sale or in any other manner
that it may  determine,  such foreign  currency into  Dollars,  and such Dollars
shall be distributed to the Owners entitled  thereto or, if the Depositary shall
have  distributed  any warrants or other  instruments  which entitle the holders
thereof to such Dollars, then to the holders of such warrants and/or instruments
upon surrender thereof for  cancellation.  Such distribution may be made upon an
averaged or other  practicable  basis without regard to any  distinctions  among
Owners on account of exchange restrictions,  the date of delivery of any Receipt
or  otherwise  and  shall be net of any  expenses  of  conversion  into  Dollars
incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement.

         If such  conversion  or  distribution  can be  effected  only  with the
approval or license of any governmental or regulatory authority,  the Depositary
shall file such  application  for  approval or  license,  if any, as it may deem
desirable.

         If at any time the Depositary  shall determine that in its judgment any
foreign currency  received by the Depositary or the Custodian is not convertible
on a reasonable basis into Dollars  transferable to the United States, or if any
approval  or  license  of any  governmental  or  regulatory  authority  which is
required for such  conversion  is denied or in the opinion of the  Depositary is
not  obtainable,  or if any such  approval or license is not  obtained  within a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive
such foreign  currency)  received by the Depositary to, or in its discretion may
hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of, the Owners entitled to receive the same.

         If any such conversion of foreign currency, in whole or in part, cannot
be  effected  for  distribution  to some of the  Owners  entitled  thereto,  the
Depositary  may in its  discretion  make such  conversion  and  distribution  in
Dollars  to the  extent  permissible  to the  Owners  entitled  thereto  and may
distribute the balance of the foreign currency received by the Depositary to, or
hold such balance  uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled thereto.

         15. RECORD DATES.

         Whenever  any cash  dividend or other cash  distribution  shall  become
payable or any  distribution  other than cash shall be made, or whenever  rights
shall be issued  with  respect to the  Deposited  Securities,  or  whenever  the


                                       9
<PAGE>

Depositary  shall  receive  notice of any  meeting of holders of Shares or other
Deposited Securities,  or whenever for any reason the Depositary causes a change
in the number of Shares that are represented by each American  Depositary Share,
or whenever the Depositary shall find it necessary or convenient, the Depositary
shall fix a record date (a) for the  determination of the Owners of Receipts who
shall be (i) entitled to receive such  dividend,  distribution  or rights or the
net proceeds of the sale thereof or (ii).  entitled to give instructions for the
exercise  of voting  rights at any such  meeting,  or (b) on or after which each
American  Depositary Share will represent the changed number of Shares,  subject
to the provisions of the Deposit Agreement.

         16. VOTING OF DEPOSITED SECURITIES.

         Owners and  Beneficial  Owners  shall not be entitled  to instruct  the
Depositary  as to voting any  Deposited  Securities.  Each Owner and  Beneficial
Owner  shall be  deemed,  by  acceptance  of a  Receipt  or  acquisition  of any
beneficial  interest therein,  to have authorized and directed the Depositary to
vote or cause to be voted, or to grant a proxy or power of attorney to vote, the
Deposited  Securities as set forth in this Section 4.07.  Except as specifically
set forth in this Section  4.07,  the  Depositary  shall not vote or cause to be
voted,  or grant  any proxy or power of  attorney  to any  person  to vote,  any
Deposited Securities.

         Whenever  the  Company  gives  notice of a meeting of  shareholders  or
whenever the Company solicits any proxy or consent from  shareholders in lieu of
a shareholders' meeting,  PROVIDED that the Depositary has received in each case
an  opinion  of  Indian  counsel  in  form  and  substance  satisfactory  to the
Depositary  at the expense of the Company to the effect that,  under Indian law,
(i) the Deposit Agreement is valid,  binding and enforceable against the Company
and the Owners and Beneficial Owners,  including  specifically,  that the voting
arrangement  set forth  herein is valid,  binding  and  enforceable  against the
Owners and Beneficial  Owners,  and (ii) the Depositary will not be deemed to be
authorized to exercise any discretion when voting or giving any proxy or consent
in  accordance  with this Section 4.07 and will not be subject to any  potential
liability  under the laws of the Republic of India for losses or claims  arising
from such voting or giving any proxy or consent,  the  Depositary  shall vote or
cause to be voted  Deposited  Securities  as  directed  in  writing  by a person
designated by the board of directors of the Company, or give a proxy or power of
attorney to vote  Deposited  Securities  to a person  designated by the board of
directors of the Company, at such meeting or in respect of such solicitation. If
the  Depositary  does not receive such an opinion or a person  designated by the
board of directors of the Company does not give such directions,  the Depositary
shall not vote the Deposited Securities.

         17. CHANGES AFFECTING DEPOSITED SECURITIES.

         In  circumstances  where the  provisions of Section 4.03 of the Deposit
Agreement do not apply,  upon any change in nominal value,  change in par value,
split-up,  consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization,  reorganization,  merger or consolidation, or sale
of assets  affecting the Company or to which it is a party, any securities which
shall be  received  by the  Depositary  or a  Custodian  in  exchange  for or in
conversion  of or in respect  of  Deposited  Securities  shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary Shares
shall thenceforth  represent,  in addition to the existing Deposited Securities,
the right to receive  the new  Deposited  Securities  so received in exchange or


                                       10
<PAGE>

conversion,  unless additional  Receipts are delivered pursuant to the following
sentence.  If any such case the  Depositary  may execute and deliver  additional
Receipts as in the case of a dividend in Shares,  or call for the  surrender  of
outstanding  Receipts to be exchanged for new Receipts  specifically  describing
such new Deposited Securities.

         18. LIABILITY OF THE COMPANY AND DEPOSITARY.

         Neither the  Depositary  nor the  Company  nor any of their  respective
directors,  employees,  agents or  affiliates  shall incur any  liability to any
Owner or Beneficial  Owner of any Receipt,  if by reason of any provision of any
present or future law or regulation  of the United States or any other  country,
or of any  other  governmental  or  regulatory  authority,  or by  reason of any
provision,  present or future,  of the  Memorandum or Articles of Association of
the  Company,  or by  reason  of any  provision  of  any  securities  issued  or
distributed  by the Company,  or any  offering or  distribution  thereof,  or by
reason of any act of God or war or other circumstances  beyond its control,  the
Depositary or the Company shall be  prevented,  delayed or forbidden  from or be
subject to any civil or criminal  penalty on account of doing or performing  any
act or thing which by the terms of the Deposit Agreement or Deposited Securities
it is  provided  shall be done or  performed;  nor shall the  Depositary  or the
Company or any of their respective  directors,  employees,  agents or affiliates
incur any liability to any Owner or  Beneficial  Owner of a Receipt by reason of
any non-performance or delay, caused as aforesaid, in the performance of any act
or thing which by the terms of the Deposit Agreement it is provided shall or may
be done or  performed,  or by reason of any exercise of, or failure to exercise,
any discretion provided for in. the Deposit Agreement.  Where, by the terms of a
distribution pursuant to Section 4.01, 4.02 or 4.03 of the Deposit Agreement, or
an offering or distribution  pursuant to Section 4.04 of the Deposit  Agreement,
such distribution or offering may not be made.  available to Owners of Receipts,
and the Depositary may not dispose of such distribution or offering on behalf of
such  Owners  and make  the net  proceeds  available  to such  Owners,  then the
Depositary  shall not make such  distribution  or offering,  and shall allow any
rights, if applicable,  to lapse. Neither the Company nor the Depositary assumes
any obligation or shall be subject to any liability under the Deposit  Agreement
to Owners or  Beneficial  Owners of Receipts,  except that they agree to perform
their  obligations  specifically  set  forth in the  Deposit  Agreement  without
negligence or bad faith.  The  Depositary  shall not be subject to any liability
with respect to the validity or worth of the Deposited  Securities.  Neither the
Depositary nor the Company shall be under any obligation to appear in, prosecute
or defend any action,  suit,  or other  proceeding  in respect of any  Deposited
Securities  or in respect  of the  Receipts  on behalf of any Owner,  Beneficial
Owner or other  person  and the  Custodian  shall  not be under  any  obligation
whatsoever with respect to such proceedings, the responsibility of the custodian
being solely to the Depositary.  Neither the Depositary nor the Company shall be
liable  for any  action or  nonaction  by it in  reliance  upon the advice of or
information from legal counsel,  accountants,  any person  presenting Shares for
deposit,  any  Owner or  Beneficial  Owner of a  Receipt,  or any  other  person
believed by it in good faith to be competent to give such advice or information.
The  Depositary  shall  not be  responsible  for any  failure  to carry  out any
instructions to vote any of the Deposited Securities, or for the manner in which
any such vote is cast or the  effect of any such  vote,  provided  that any such
action or nonaction is in good faith. The Depositary shall not be liable for any
acts or omissions made by a successor  depositary  whether in connection  with a
previous  act or  omission  of the  Depositary  or in  connection  with a matter
arising wholly after the removal or resignation of the Depositary, provided that
in connection with the issue out of which such potential  liability arises,  the


                                       11
<PAGE>

Depositary  performed its obligations  without  negligence or bad faith while it
acted as Depositary. No disclaimer of liability under the Securities Act of 1933
is intended by any provision of the Deposit Agreement.

         19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
CUSTODIAN.

         The  Depositary  may at any time  resign  as  Depositary  hereunder  by
written  notice  of  its  election  so to do  delivered  to  the  Company,  such
resignation to take effect upon the  appointment  of a successor  depositary and
its  acceptance of such  appointment as provided in the Deposit  Agreement.  The
Depositary  may at any time be removed by the Company by written  notice of such
removal,  effective  upon the  appointment  of a  successor  depositary  and its
acceptance of such  appointment as provided in the Deposit  Agreement.  Whenever
the Depositary in its discretion  determines  that it is in the best interest of
the Owners of  Receipts  to do so, it may  appoint a  substitute  or  additional
custodian or custodians.

         20. AMENDMENT.

         The form of the Receipts and any  provisions  of the Deposit  Agreement
may at any  time and from  time to time be  amended  by  agreement  between  the
Company and the Depositary without the consent of Owners or Beneficial Owners of
Receipts  in any  respect  which  they  may deem  necessary  or  desirable.  Any
amendment  which shall impose or increase any fees or charges  (other than taxes
and other governmental charges,  registration fees and cable, telex or facsimile
transmission  costs,  delivery  costs or other such  expenses),  or which  shall
otherwise prejudice any substantial existing right of Owners of Receipts, shall,
however, not become effective as to outstanding Receipts until the expiration of
thirty days after notice of such  amendment  shall have been given to the Owners
of outstanding  Receipts.  Every Owner of a Receipt at the time any amendment so
becomes  effective  shall be deemed,  by  continuing  to hold such  Receipt,  to
consent and agree to such amendment and to be bound by the Deposit  Agreement as
amended  thereby.  In no event shall any amendment impair the right of the Owner
of any Receipt to  surrender  such Receipt and receive  therefor  the  Deposited
Securities  represented  thereby  except  in  order  to  comply  with  mandatory
provisions of applicable law.

         21. TERMINATION OF DEPOSIT AGREEMENT.

         The  Depositary  at any time at the  direction  of the  Company,  shall
terminate the Deposit  Agreement by mailing  notice of such  termination  to the
Owners of all Receipts then outstanding at least 30 days prior to the date fixed
in such notice for such termination.  The Depositary may likewise  terminate the
Deposit  Agreement by mailing notice of such  termination to the Company and the
Owners  of all  Receipts  then  outstanding  if at any time 90 days  shall  have
expired  after the  Depositary  shall have  delivered  to the  Company a written
notice of its election to resign and a successor  depositary shall not have been
appointed and accepted its appointment as provided in the Deposit Agreement.  On
and  after  the date of  termination,  the  Owner of a  Receipt  will,  upon (a)
surrender of such Receipt at the Corporate Trust Office of the  Depositary,  (b)
payment of the fee of the Depositary  for the surrender of Receipts  referred to
in Section  2.05 of the Deposit  Agreement,  and (c)  payment of any  applicable
taxes or  governmental  charges,  be  entitled to  delivery,  to him or upon his
order,  of the  amount  of  Deposited  Securities  represented  by the  American


                                       12
<PAGE>

Depositary  Shares  evidenced  by such  Receipt.  If any  Receipts  shall remain
outstanding  after the date of  termination,  the  Depositary  thereafter  shall
discontinue  the  registration  of  transfers  of  Receipts,  shall  suspend the
distribution of dividends to the Owners thereof,  and shall not give any further
notices or perform any further acts under the Deposit Agreement, except that the
Depositary  shall  continue  to  collect   dividends  and  other   distributions
pertaining  to  Deposited  Securities,  shall sell rights and other  property as
provided  in the Deposit  Agreement,  and shall  continue  to deliver  Deposited
Securities,  together  with any dividends or other  distributions  received with
respect  thereto  and the  net  proceeds  of the  sale of any  rights  or  other
property,  in  exchange  for  Receipts  surrendered  to  the  Depositary  (after
deducting,  in each  case,  the fee of the  Depositary  for the  surrender  of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes
or governmental  charges). At any time after the expiration of one year from the
date of termination,  the Depositary may sell the Deposited Securities then held
under the Deposit  Agreement and may thereafter hold uninvested the net proceeds
of any such  sale,  together  with any other  cash  then held by it  thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the
Owners of Receipts  which have not  theretofore  been  surrendered,  such Owners
thereupon  becoming general creditors of the Depositary with respect to such net
proceeds.  After making such sale, the Depositary  shall be discharged  from all
obligations under the Deposit Agreement, except to account for such net proceeds
and other cash (after  deducting,  in each case,  the fee of the Depositary f or
the  surrender  of a Receipt,  any expenses for the account of the Owner of such
Receipt in accordance  with the terms and  conditions of the Deposit  Agreement,
and any applicable taxes or governmental  charges).  Upon the termination of the
Deposit  Agreement,  the Company shall be discharged from all obligations  under
the Deposit  Agreement except for its obligations to the Depositary with respect
to indemnification, charges, and expenses.

         22. SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.

         In the Deposit  Agreement,  the Company has (i) appointed State Bank of
India, New York Branch,  460 Park Avenue, New York, New York 10022, in the State
of New York, as the Company's authorized  agent upon which process may be served
in any suit or proceeding  arising out of or relating to the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or this Agreement, (ii)
consented and submitted to the jurisdiction of any state or federal court in the
State of New York in which any such suit or proceeding  may be  instituted,  and
(iii) agreed that service of process upon said authorized  agent shall be deemed
in every respect  effective service of process upon the Company in any such suit
or proceeding.

         To the  extent  that the  Company or any of its  properties,  assets or
revenues may have or hereafter become entitled to, or have attributed to it, any
right of immunity,  on the grounds of sovereignty  or otherwise,  from any legal
action,  suit or  proceeding,  from the  giving  of any  relief  in any  respect
thereof,  from setoff or counterclaim,  from the jurisdiction of any court, from
service of process,  from attachment upon or prior to judgment,  from attachment
in aid of execution or judgment,  or other legal process or  proceeding  for the
giving of any relief or for the enforcement of any judgment, in any jurisdiction
in  which  proceedings  may  at any  time  be  commenced,  with  respect  to its
obligations,  liabilities  or any other  matter  under or  arising  out of or in
connection  with the Shares or Deposited  Securities,  the  American  Depositary
Shares,  the  Receipts or the Deposit  Agreement,  the  Company,  to the fullest


                                       13
<PAGE>

extent  permitted by law, hereby  irrevocably and  unconditionally  waives,  and
agrees not to plead or claim,  any such immunity and consents to such relief and
enforcement.

             23.  MODIFIED RIGHTS SHARES.

         In the event  that any Shares  deposited  under the  Deposit  Agreement
will,  for  a  limited  period  of  time,  entitle  holders  of  record  thereof
("recordholders")   to  rights   which  may  vary  from  the   rights  to  which
recordholders  of the shares first  deposited  thereunder  may be entitled,  the
following provisions shall apply:

         (a) The term  "Standard  Rights  Shares"  shall mean Shares  which will
entitle their  recordholders  to the same rights as  recordholders of the Shares
first deposited under the Deposit  Agreement.  The term "Modified Rights Shares"
shall mean those Shares which will, for a limited period of time,  entitle their
recordholders to rights which may vary from the rights to which recordholders of
the Shares first deposited thereunder may be entitled.

         (b) Modified Rights Shares deposited under the Deposit  Agreement shall
be held by the  Depositary or Custodian in a segregated  account  different from
the account in which Standard Rights Shares and any other Modified Rights Shares
which may entitle their  recordholders to rights which differ from the rights to
which  recordholders  of such Modified  Rights Shares  deposited  thereunder are
held, Modified Rights Shares which will entitle their recordholders to identical
rights are referred to as a "series" of Modified Rights Shares.

         (c) Each series of Modified  Rights  Shares shall be  represented  by a
class of American  Depositary  Shares  ("Temporary  ADSs")  different from those
representing  Standard  Rights  Shares  ("Standard  Rights  ADSs") and any other
series of Modified  Rights  Shares.  Each such class of Temporary  ADSs shall be
evidenced  by a class  of  Receipts  ("Temporary  ADRs")  different  from  those
evidencing  standard Rights ADSs ("Standard Rights ADRs") and any other class of
Temporary ADSs and shall bear a legend with respect to their status as Temporary
ADRs.   Temporary  ADRs  may  also  bear  a  legend  setting  forth   applicable
restrictions on transfer,  which may differ from the restrictions  applicable to
any other class of Receipts.

         (d) Whenever a series of Modified  Rights Shares become Standard Rights
Shares,  the  Depositary  shall cause the  Custodian to transfer  such series of
Modified  Rights Shares into the account in which other  Standard  Rights Shares
are  held,  the  class  of  Temporary  ADSs   representing   such  Shares  shall
automatically  convert into Standard  Rights ADSs and the Depositary  shall take
such action as may be  necessary  to effect such  conversion.  At any time after
such conversion, the Owner of any Temporary ADR of such class shall be entitled,
upon surrender thereof to the Depositary, to receive a Standard Rights ADR.

         (e) Owners  and  Beneficial  Owners of  Standard  Rights  ADSs shall be
entitled to rights  under the Deposit  Agreement  only with  respect to Standard
Rights  Shares.  Owners and  Beneficial  Owners of Temporary  ADSs of each class
shall be  entitled  to rights  thereunder  only with  respect  to the  series of
Modified Rights Shares represented thereby.

         (f) All  other  provisions  of the  Deposit  Agreement  shall  apply to
Modified  Rights  Shares,  Temporary  ADSs and Temporary ADRs subject to Section
2.10 thereof.



                                       14
<PAGE>

         24. MEMORANDUM AND ARTICLES OF ASSOCIATION.

         Notwithstanding  any other  provision  of the Deposit  Agreement,  each
Owner and  Beneficial  Owner agrees to be bound by and subject to the Memorandum
and  Articles  of  Association  of the Company to the same extent as if American
Depositary Shares were the Shares represented thereby;  PROVIDED,  HOWEVER, that
such provisions shall apply to such persons only to the extent feasible.