<PAGE>
                                                                     EXHIBIT 1.2

                                   [VSNL LOGO]

                                   MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                          VIDESH SANCHAR NIGAM LIMITED

                               REGISTERED OFFICE:

                              VIDESH SANCHAR BHAVAN
                               MAHATMA GANDHI ROAD
                                MUMBAI - 400 001.

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                         [CERTIFICATE OF INCORPORATION]

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                   [CERTIFICATE FOR COMMENCEMENT OF BUSINESS]

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[VSNL COMPANY LOGO]   Videsh Sanchar Nigam Limited     Memorandum of Association
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                            (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.

4.       To provide and maintain international leased telecommunication
         services.

                                       1
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(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.

(2)[8.   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.

9.       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.

10.      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

---------------
(1) Clause 5 inserted and subsequent clauses 5 - 57 renumbered as 6 - 58 as per
Special Resolution passed at the 13th AGM held on 30 September 1999.
(2) Clause 8 & 9 deleted and subsequent clauses 10 to 58 renumbered as 8 to 56
as per Special Resolution passed at the 16th AGM held on 20 August 2002.

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         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.

11.      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 any
         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.

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

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

14.      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 install machinery and plant and other
         equipment deemed necessary or convenient or profitable for the purposes
         of the Company.

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

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16.      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.

17.      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.

18.      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.

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

20.      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

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         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.

21.      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.

22.      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.

23.      To invest and deal with the moneys of the Company not immediately
         required in such manner as may be thought fit and as determined by the
         Board of Directors of the Company from time to time.

24.      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.

(3)[25.  (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.

---------------
(3) Clause 25 (i) & (ii) amended as per Special Resolution passed at the 16th
AGM held on 20 August 2002.

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         (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 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 such arrangement is for the purpose of business
         which the Company is authorised to carry on.]

26.      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.

27.      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.

(4)[28.  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

---------------
(4) Amended as per Special Resolution passed at the 13th AGM held on 30
September 1999.

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         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 administrators of any such company or business
         organisations.]

29.      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.

30.      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.

31.      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.

32.      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.

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

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

35.      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.

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

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37.      To carry out or to have carried out experiment and 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
         authorised to carry on.

38.      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.

39.      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.

40.      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 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.

41.      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

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         purchase, sale and consumption of provisions, both liquid and solid and
         for the safe custody of goods.

42.      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 repurchasing or
         obtaining a licence or lease on such price or prices and on such terms
         and conditions as may be agreed upon.

43.      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.

44.      (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.

45.      To improve, manage, develop, grant rights or privileges in respect of,
         or otherwise deal with, all or any part of the property and rights of
         the company.

46.      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.

47.      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.

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48.      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
         any 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
         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.

49.      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.

50.      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 and audio-visual media, exhibitions and by granting
         prizes, rewards and concessions.

51.      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.

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52.      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.

53.      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.

54.      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
         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:

55.      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.

56.      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.(2)

IV.      The liability of the members is limited.

(5)[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.10/-(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.]

---------------
                                     *****
(2) Clause 8 & 9 deleted and subsequent clauses 10 to 58 renumbered as 8 to 56
as per Special Resolution passed at the 16th AGM held on 20 August 2002.
(5) Amended vide Ordinary Resolution passed by the shareholders at 14th AGM held
on 26 September 2000.

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

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

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

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

5. A.W. Furtado, S/o.       Addl. Director General,                                  Daljit Singh, S/o.
Late Shri R.T. Furtado      Overseas Communications                                  Shri Jogendar Singh,
                            Service, VSB, Bombay.             Sd/-           1       Dy. Director General,
                                                                                     OCS, VSB, New Delhi.
6. J.K. Chhabra, S/o.       Director, Dept. of
Shri D.N. Chhabra           Telecommunications, Sanchar
                            Bhavan, 20, Ashoka Road,
                            New Delhi.                        Sd/-           1               - DO -

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

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

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

                                                                        -----------
                                                                            126
                                                                            ONE
                                                                          HUNDRED
                                                                        TWENTY SIX
                                                                          EQUITY
</TABLE>

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

                                     *****

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[VSNL COMPANY LOGO]   Videsh Sanchar Nigam Limited       Articles of Association
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                            (THE COMPANIES ACT, 1956)

                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       OF

                          VIDESH SANCHAR NIGAM LIMITED

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

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

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

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

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

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

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

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

---------------
(6) Inserted vide special resolution passed by the shareholders at 12th AGM held
on 21 September 1998.
(7) Inserted vide special resolution passed by the shareholders at 12th AGM held
on 21 September 1998.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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(8)[Government of India    (u) "Government of India or Government" means the
Government.                President of India, as represented by and acting
                           through the Ministry of Communications and
                           Information Technology, Government of India.]

(9)[Strategic Partner.     (v) "Strategic Partner" means Panatone Finvest
                           Limited, a company duly incorporated and existing
                           under the provisions of the Companies Act, 1956 and
                           who has purchased 25% of the equity shareholding of
                           the Company from the Government of India, in the year
                           2002.

Shareholder(s).            (w) "Shareholder(s)" means the Strategic Partner and
                           the Government.

Other Shareholders.        (x)"Other Shareholders" means the shareholders of the
                           Company other than the Strategic Partner and the
                           Government.

All Shareholders.          (y) "All Shareholders" means collectively the
                           Strategic Partner, Government and Other Shareholders.

Parties.                   (z) "Parties" means collectively the Government and
                           the Strategic Partner and Party means either of them.

Affiliate.                 (aa)"Affiliate", with respect to a specified Person,
                           means any other Person (a) directly or indirectly
                           Controlling, Controlled by or under common Control
                           with such specified Person; and/or (b) which is a
                           holding company or subsidiary of such specified
                           Person; provided, however, that for the purposes of
                           this Agreement:

                                    (i) the terms "holding company" and
                                    "subsidiary" shall have the meanings set
                                    forth in Section 4 of the Act and;

                                    (ii) in no event shall the Company be deemed
                                    an Affiliate of either the Government or the
                                    Strategic Partner;

Controlling, Controlled    (bb)"Controlling", "Controlled by" or "Control", with
by or Control.             respect to any Person, means the possession, directly
                           or indirectly, of the power to direct or cause the
                           direction of the management, business or policies or
                           actions of such Person, whether through the ownership
                           of voting securities, by contract or otherwise, or
                           the power to elect or appoint at least 50% of the
                           directors, managers, partners or other individuals
                           exercising similar authority with respect to such
                           Person(s);

Person.                    (cc)"Person" means any individual, sole
                           proprietorship, unincorporated association,
                           unincorporated organization, body corporate,
                           corporation, company, partnership, limited liability

---------------
(8) Modified vide special resolution passed by the shareholders at 16th AGM held
on 20 August 2002.
(9) Inserted vide special resolution passed by the shareholders at 16th AGM held
on 20 August 2002.

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                           company, joint venture, Government Authority or trust
                           or any other entity or organization;

Audited Financial          (dd)"Audited Financial Statement" shall mean the
                           accounts of Statement. the Company as on 31 March
                           2001 prepared and audited by M/s. Khandelwal Jain &
                           Co. and M/s. Kalyaniwala & Mistry and that have been
                           made available to the Strategic Partner;

Principal(s).              (ee)"Principal(s)" means a Person or Person(s), other
                           than the Government, who Control(s) a Shareholder
                           (other than the Government) in relation to the
                           Strategic Partner;

Shareholders'              (gg) "Shareholders' Agreement" means the agreement
Agreement.                 dated 13th February 2002, entered into between the
                           Government and the Strategic Partner, to record the
                           manner in which the business of the Company is to be
                           conducted as between the Government and the Strategic
                           Partner.]

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

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

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

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

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

                           CAPITAL AND SHARES

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

(12)[Power to increase     ARTICLE 6 - The Board may, from time to time, with
                           the sanction

---------------
(10) Renumbered vide special resolution passed by the shareholders at 16th AGM
held on 20 August 2002.
(11) Amended vide special resolution passed by the shareholders at 14th AGM held
on 26 September 2000.

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share capital.             of the Company in a general meeting, increase the
                           share capital by such sum to be divided into shares
                           of such amounts as the resolution shall prescribe.]

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

(13)[On what condition     ARTICLE 8 - New shares shall be issued upon such
new shares may be          terms and conditions and with such rights and
issued.                    privileges annexed thereto as the general meeting
                           resolving upon the creation thereof shall direct and
                           if no direction be given as the Board shall
                           determine.

How far new shares to      ARTICLE 9 - Except so far as otherwise provided by
rank with existing         the conditions of issue, or by these Articles, any
shares.                    capital raised by the creation of new shares shall be
                           considered part of the original capital and shall be
                           subject to the provisions herein contained with
                           reference to the payment of calls and installments,
                           transfer and transmission, lien, voting, surrender
                           and otherwise. Such new shares shall rank pari passu
                           with the existing shares in all respect except for
                           the purposes of dividend that shall be pro rated to
                           the period for which such newly issued shares are in
                           existence.

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

Sub-division and           ARTICLE 11 - The Company in general meeting may, from
consolidation of           time to time, sub-divide or consolidate its shares or
shares.                    any of them and exercise any of the other powers
                           conferred by Section 94 of

---------------
(12) Amended vide special resolution passed by the shareholders at 16th AGM held
on 20 August 2002.
(13) Amended vide special resolution passed by the shareholders at 16th AGM held
on 20 August 2002.

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                           the Act and shall file with the Registrar such notice
                           of exercise of any such powers as may be required by
                           the Act.

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

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

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

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

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

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

(15)[Share Certificates.   ARTICLE 17A - Subject to the provisions of Articles
                           17B and 17C every person whose name is entered as a
                           member in the register shall, without payment, be
                           entitled to a certificate or more certificates in
                           marketable lot under the common seal of the company
                           specifying the share or shares held by him and the
                           amount paid thereon. Provided that, in respect of a
                           share

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

(14)     Amended vide Special Resolution passed by the shareholders at 6th AGM
         held on 29 September 1992.

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                           or shares held jointly by several persons, the
                           Company shall not be bound to issue more than one
                           certificate and delivery of a certificate for a share
                           to one of several joint holders shall be sufficient
                           delivery to all.

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

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

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

                           CALL ON SHARES

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

Calls to carry             (2) If any member fails to pay any call due from him
interest.                  on the day appointed for payment thereof or any such
                           extension thereof as aforesaid, he shall be liable to
                           pay interest on the same from the day appointed for
                           the payment thereof to the time of

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

(15)     Amended vide Special Resolution passed by the shareholders at 12th AGM
         held at 21 September 1998.

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                           actual payment, at such rate as shall from time to
                           time be fixed by the Board of Directors, but nothing
                           in this Article shall render it compulsory for the
                           Board of Directors to demand or recover any interest
                           from any such member.

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

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

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

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

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

                           (2) The notice aforesaid shall :

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

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

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

(16)     Amended vide Special Resolution passed by the shareholders at 6th AGM
         held on 29 September 1992.

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

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

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

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

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

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

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

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

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

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

(17)[Company's lien        ARTICLE 26 - The Company shall have a first and
on shares.                 paramount lien upon every share not being fully paid
                           up, registered in the

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

(17)     Amended vide Special Resolution passed by the shareholders at 6th AGM
         held on 29 September 1992.

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

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

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

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

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

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

                           (19)[(c) If the Board refuse to register transfer of
                           any shares, the Board shall, within one month of the
                           date on which the instrument of transfer is delivered
                           to the Company, send to the transferee and the
                           transferor notice of the refusal. Provided that
                           registration of a transfer shall not be refused on
                           the

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

(18)     Amended vide Special Resolution passed by the shareholders at 6th AGM
         held on 29 September 1992.

(19)     Amended vide Special Resolution passed by the shareholders at 6th AGM
         held on 29 September 1992.

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                           ground of the transferor being either alone or
                           jointly with any other person or persons indebted to
                           the company on any account whatsoever except a lien
                           on the shares.]

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

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

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

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

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

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

Closing of Registers       ARTICLE 34 - The Register of Members or the Register
of members and             of Debenture holders may be closed for any period or
Debenture holders.         periods not exceeding 45 (forty five) days in each
                           year but not

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

(20)     Amended vide Special Resolution passed by the shareholders at 12th AGM
         held on 21 September 1996.

(21)     Amended vide Special Resolution passed by the shareholders at 6th AGM
         held on 29 September 1992.

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                           exceeding 30 (thirty) days at any onetime after
                           giving not less than 7 (seven) days previous notice
                           by advertisement in some newspaper circulating in the
                           district in which the registered office of the
                           Company is situated.

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

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

(22)[How far new           ARTICLE 37 - Except so far as otherwise provided by
shares to rank with        the conditions of issue, or by these Articles, any
share in original          capital raised by the creation of new shares shall be
capital.                   considered part of the original capital and shall be
                           subject to the provisions herein contained with
                           reference to the payment of calls and instalments,
                           transfer and transmission, lien, voting, surrender
                           and otherwise. Such new shares shall rank pari passu
                           with the existing Shares in all respects except for
                           the purposes of dividend that shall be pro rated to
                           the period for which such newly issued shares are in
                           existence.

New Shares to be           ARTICLE 38(a) - If the Board, in exercise of good
offered to Members.        faith and in its reasonable judgement, determines
                           that the Company requires additional funds, the Board
                           may request, by issuance of a notice (the "Funding
                           Notice") to All Shareholders of the Company, to
                           contribute, within 90 Business Days after the
                           issuance of the Funding Notice (the "Funding
                           Period"), additional capital to the Company, on a pro
                           rated basis depending upon the number of voting
                           shares of the Company then held by such shareholders,
                           by way of subscription for additional voting equity
                           shares in accordance with Section 81(1) of the Act or
                           provide a loan to the Company, all as determined by
                           the Board and set forth in the Funding Notice.

                           (b) If additional capital is to be contributed
                           pursuant to Article 38(a) by way of subscription for
                           additional voting equity shares of the Company, then
                           the subscription price for each such additional
                           voting equity share shall be determined by the Board
                           and set out in the Funding Notice. The Company shall,
                           promptly upon the receipt of such subscription
                           amount, issue to All Shareholders the appropriate
                           number of voting equity shares based upon the payment
                           received from each such shareholder.

                           (c) If any offer to subscribe for voting equity
                           shares of the Company pursuant to Article 38(a) (such
                           offer, the "Right") includes a right to renounce the
                           Right in favour of any other

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

(22)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                           Person, then, no Shareholder shall renounce such
                           Right in favour of any other Person (other than an
                           Affiliate of the renouncing Shareholder) without
                           first giving the other Shareholder a reasonable
                           opportunity to acquire such Right, either directly or
                           through its nominees on the same terms and conditions
                           that such Right is proposed to be renounced in favour
                           of any other Person (other than an Affiliate of the
                           renouncing Shareholder).]

                                          BORROWING POWERS

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

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

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

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

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

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

(23)     Amended vide Special Resolution passed by the shareholders at 6th AGM
         held on 29 September 1992.

(24)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

                                       25
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Inviting/accepting         ARTICLE 42 - Subject to the provisions of Sections
deposits.                  58A and 58B, 292 and 293 of the Companies Act and
                           the rules made thereunder from time to time, the
                           Board of Directors may, from time to time, invite
                           and/or accept deposits from members of the public
                           and/or employees of the Company/or otherwise at such
                           interest rates as may be decided by the Board. Board
                           may also pay commission to any person for subscribing
                           or agreeing to subscribe or procure or agree to
                           procure these deposits.

                           GENERAL MEETINGS

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

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

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

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

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

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

                           (2) The quorum requirement for the general meeting of
                           the Company shall be governed by the provisions of
                           the Act.

                           (3) Notwithstanding the provisions of Article 45(2),
                           at least one authorised representative each of the
                           Government and the Strategic Partner, in case of a
                           general meeting, shall be necessary to constitute
                           quorum for any meeting in which a resolution for any
                           of the matters specified in Article 69(2) is to

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

(24)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                           be passed and a notice of not less than 21 (twenty
                           one) days shall be given to the Government and the
                           Strategic Partner for any such meeting.]

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

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

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

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

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

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

                                       27
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Omission to give           ARTICLE 48 - The accidental omission to give any such
notice.                    notice or the non-receipt of any such notice by any
                           member shall not invalidate the proceedings at any
                           meeting.

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

(25)[When, if quorum       ARTICLE 50 - (1) If within half an hour from the time
not present, meetings      appointed for the meeting a quorum is not present,
to be dissolved and        the meeting if convened upon such requisition as
when to be adjourned.      aforesaid, shall be dissolved.

                           (2) In the event that no authorised representative of
                           either the Government or the Strategic Partner is
                           present at a meeting referred to in Article 45(3)
                           above, such meeting shall stand adjourned to the same
                           day in the next week, at the same time and place, or
                           to such later day as may be notified to the
                           Government or the Strategic Partner as the case may
                           be.

                           (3) In the event that no authorised representative of
                           the same Shareholder, whose authorised representative
                           was not present in the meeting referred to in Article
                           45(3), is present at the adjourned meeting referred
                           to in Article 50(2) above, such meeting shall stand
                           adjourned to the same day in the next week, at the
                           same time and place, or to such later day as may be
                           notified to such Shareholder.

                           (4) Notwithstanding anything to the contrary in
                           Article 45(3) above, in the event that no authorised
                           representative of the same Shareholder, whose
                           authorised representative was not present in the
                           meetings referred to in Articles 45(3) and 50(2), is
                           present at the adjourned meeting referred to in
                           Article 50(3), it shall be deemed that the presence
                           of the authorised representatives of such Shareholder
                           is not required for such meeting and the shareholders
                           present at such adjourned general meeting shall be
                           entitled to proceed with the items on the agenda in
                           such manner as they deem fit even though such items
                           may be relating to matters listed in Article 69(2).]

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

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

(25)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                           Company.

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

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

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

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

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

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

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

(26)[How questions         ARTICLE 53 - (1) Every question submitted to a
to be decided at           meeting shall be decided in the first instance by a
meetings.                  show of hands.]

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

(26)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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

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

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

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

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

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

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

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

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

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                           Board of Directors of his right to such shares,
                           unless the Board of Directors shall have previously
                           admitted his right to such shares of his right to
                           vote at such meeting in respect thereof.

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

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

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

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

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

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

When vote by proxy         ARTICLE 62 - A vote given in accordance with the
valid though authority     terms of an instrument of proxy shall be valid
revoked.                   notwithstanding the previous death or insanity of the
                           principal, or the revocation of the proxy or of the
                           authority under which the proxy was executed or the
                           transfer of the shares in respect of which the proxy
                           is given

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                           provided that no intimation in writing of such death,
                           insanity, revocation or transfer or transmission
                           shall have been received at the office of the Company
                           before the commencement of the meeting or adjourned
                           meeting at which the proxy is used.

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

                           BOARD OF DIRECTORS

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

(27)(28)[Number            ARTICLE 65 - (1) Until otherwise determined by a
of Directors.              General Meeting of the Company and subject to the
                           provisions of Section 252 of the Act, the Board shall
                           comprise of twelve Directors. The Directors are not
                           required to hold any qualification shares.

                           (2) As long as the Government holds at least 10% of
                           the voting equity share capital of the Company the
                           composition of the Board shall be as under:

                                    (i) Four out of twelve directors shall be
                                    permanent or non-retiring directors, of
                                    which the Government and the Strategic
                                    Partner shall be entitled to appoint two
                                    directors each.

                                    (ii) The balance eight directors shall be
                                    liable to retire by rotation. Of the
                                    retiring directors, four directors shall be
                                    independent directors on the Board.

                                    (iii) Of the four independent directors the
                                    Strategic Partner and the Government shall
                                    be entitled to nominate and recommend names
                                    of two independent directors each.

                                    (iv) The composition of the balance four
                                    directors i.e. the retiring and non
                                    independent directors shall be as under:

                                             iv.i As long as the Strategic
                                             Partner together with its
                                             Affiliates holds 25% of the voting
                                             equity share capital of the
                                             Company, two directors shall be

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

(27)     Articles 65 to 66L amended vide Special Resolution passed by the
         shareholders at EGM held on 10 March 1993.

(28)     Modified vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                                             nominated each by the Government
                                             and the Strategic Partner.

                                             iv.ii As soon as the Strategic
                                             Partner acquires and holds more
                                             than 25% but less than 30% of the
                                             voting equity share capital of the
                                             Company, the Strategic Partner
                                             shall have the right to appoint
                                             three directors on the Board and
                                             the Government shall have the right
                                             to appoint one Director on the
                                             Board.

                                             iv.iii As soon as the Strategic
                                             Partner acquires and holds more
                                             than 30% of the voting equity share
                                             capital of the Company, the
                                             Strategic Partner shall have the
                                             right to appoint all the four
                                             directors.

                           (3) Notwithstanding anything to the contrary herein
                           (i) the Government shall have the right to appoint
                           two non retiring Directors so long as the Government
                           holds at least 10% of the voting equity share capital
                           of the Company, and (ii) the Government shall be
                           entitled to appoint one non retiring director on the
                           Board so long as the Government is a shareholder in
                           the Company.

                           (4) Notwithstanding the foregoing, at least
                           three-fourths of the total number of directors on the
                           Board shall, at all times, be Indian Nationals.

                           (5) For purposes of clarity and avoidance of doubt,
                           the Government and the Strategic Partner agree that
                           if additional independent directors are required to
                           be appointed to the Board to comply with any Laws or
                           regulation or to comply with the provisions of any
                           listing agreement, then, by mutual agreement between
                           the Government and the Strategic Partner, either the
                           strength of the Board shall be increased to the
                           extent required or the number of directors that each
                           of the Government and the Strategic Partner shall be
                           entitled to appoint shall be proportionately
                           reduced.]

(29)[Appointment of        ARTICLE 66A - The Board may appoint an alternate
alternate Director.        Director recommended for such appointment by a
                           Director other than whole-time Director (hereinafter
                           called the Original Director) in whose place he is
                           being appointed during his absence for a period of
                           not less than three months from the State in which
                           the meetings of the Board are ordinarily held. An
                           alternate Director appointed under this Article shall
                           not hold office for a period longer than that
                           permissible to the Original Director in whose place
                           he has been appointed and shall vacate office if and
                           when the original Director returns to that State. If
                           the term

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

(29)     Article 66A & 66B deleted and Article 66C to 66L suitably renumbered
         and renumbered Article 66A modified vide Special Resolution passed by
         the shareholders at 16th AGM held on 20 August 2002.

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                           of office of the Original Director is determined
                           before he so returns to that State, any provision(s)
                           in the Act or in this Articles for the automatic
                           appointment shall apply to the Original Director and
                           not to the alternate Director.]

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

Directors power to fill    Article 66C - (A) IF THE OFFICE OF ANY DIRECTOR
casual vacancies.          APPOINTED BY THE COMPANY IN GENERAL MEETING IS
                           VACATED BEFORE HIS TERM OF OFFICE WILL EXPIRE IN THE
                           NORMAL COURSE, THE RESULTING CASUAL VACANCY MAY, IN
                           DEFAULT OF AND SUBJECT TO THESE ARTICLES, BE FILLED
                           BY THE BOARD OF DIRECTORS AT A MEETING OF THE BOARD.

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

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

Eligibility for re-        ARTICLE 66E - A retiring Director shall be eligible
election.                  for re-election.

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

(30)[Special position      ARTICLE 66G - As long as the Strategic Partner holds
of Managing Director.      25% of the then-outstanding Equity Shares, one of the
                           director nominated by the Strategic Partner shall be
                           the Managing Director of the Company. The Managing
                           Director shall not, while he continues to hold that
                           office be subject to retirement

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

(30)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                           by rotation in accordance with Article 66 D. If he
                           otherwise, ceases to hold the office of Director he
                           shall ipso facto and immediately cease to be a
                           Managing Director.]

Notice of candidature      Article 66H - (A) A PERSON OTHER THAN A RETIRING
for office of Director     DIRECTOR SHALL BE ELIGIBLE FOR APPOINTMENT TO THE
except in certain cases.   OFFICE OF DIRECTOR AT ANY GENERAL MEETING, IF HE OR
                           SOME MEMBER INTENDING TO PROPOSE HIM HAS, NOT LESS
                           THAN FOURTEEN DAYS BEFORE THE MEETING, LEFT AT THE
                           REGISTERED OFFICE, A NOTICE IN WRITING UNDER HIS
                           HAND, SIGNIFYING HIS CANDIDATURE FOR THE OFFICE OF
                           DIRECTOR OR THE INTENTION OF SUCH MEMBER TO PROPOSE
                           HIM AS A CANDIDATE FOR THAT OFFICE, AS THE CASE MAY
                           BE, ALONG WITH A DEPOSIT OF FIVE HUNDRED RUPEES OR
                           SUCH SUM AS MAY FOR THE TIME BEING BE PRESCRIBED BY
                           THE ACT, WHICH SHALL BE REFUNDED TO SUCH PERSON OR,
                           AS THE CASE MAY BE, TO SUCH MEMBER, IF THE PERSON
                           SUCCEEDS IN GETTING ELECTED AS A DIRECTOR.

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

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

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

Filing of consent to       ARTICLE 66 I - A person other than
act as Director.

                           (a) a Director re-appointed after retirement by
                           rotation or immediately on the expiry of his term of
                           office; or

                           (b) an additional or alternate Director, or a person
                           filling a casual vacancy in the office of a Director
                           under Section 262 of the Act, appointed as an
                           additional or alternate Director, immediately on the
                           expiry of his term of office;

                           shall not act as a Director of the Company, unless he
                           has, within thirty days of his appointment, signed
                           and filed with the Registrar his consent in writing
                           to act as such Director.

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Remuneration of                     ARTICLE 66 J - (a) The fee payable to a
Directors.                          Director for attending a meeting of the
                                    Board or Committee thereof shall be decided
                                    by the Board of Directors from time to time
                                    within the maximum limit of such fee that
                                    may be prescribed under the proviso to
                                    Section 310 of the Companies Act, 1956.

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

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

Directors may act                   ARTICLE 66L - The continuing Director(s) may
notwithstanding vacancy.            act notwithstanding any vacancy in their
                                    body, but, if and so long as their number is
                                    reduced below the quorum fixed by these
                                    Articles for a meeting of the Board, the
                                    continuing Director(s) may act for the
                                    purpose of increasing the number of
                                    Directors to that fixed for the quorum, or
                                    for summoning a General Meeting, but for no
                                    other purpose.)(27)

(31)[General powers of              ARTICLE 67 - Subject to the provisions of
the company vested in               the Act, the Business of the Company shall
the Board of Directors.             be managed by the Directors who may pay all
                                    expenses incurred in setting up and
                                    registering the Company and who may exercise
                                    all such powers and all such acts and things
                                    as the Company is authorised to exercise and
                                    do. Provided that the Directors Shall not
                                    exercise any power or do any act or thing
                                    which is directed or required whether by the
                                    Act or any other act or by the Memorandum or
                                    Articles of the Company or otherwise, to be
                                    exercised or done by the
-------------------
(27)     Article 65 to 66L initially amended vide Special Resolution passed by
         the shareholders at EGM held on 10 March 1993.

(31)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                                    Company in general meeting.

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

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

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

(32)[Powers of                      ARTICLE 69 -
Chairman. Matters requiring         (1) The property, business and affairs of
affirmative vote of the             the Company shall be managed exclusively by
Government and the                  and be under the direction of the Board. The
Strategic Partner at                Board may exercise all such powers of the
the General Meeting                 Company and have such authority and do all
and at the meeting of               such lawful acts and things as are permitted
the Board.                          by applicable Law and the Memorandum of
                                    Association and Articles of Association.
                                    Subject to Article 69(2) below, all
                                    decisions, actions and resolutions of the
                                    Board shall be adopted by the affirmative
                                    vote of a simple majority of the members of
                                    Board.

                                    (2) Notwithstanding any other provision of
                                    these Articles or otherwise permitted or
                                    provided under the Act, no obligation of the
                                    Company or any of its subsidiaries shall be
                                    entered into, no decision shall be made and
                                    no action shall be taken by or with respect
                                    to the Company or any of its subsidiaries in
                                    relation to the following matters unless
                                    such obligation, decision or action as the
                                    case may be, is approved ,if at any meeting
                                    of the Company's shareholders, duly called
                                    for the purpose of considering such
                                    obligation, decision or action, by an
                                    affirmative vote of the one authorised
                                    representative of both the Government and
                                    the Strategic Partner, and if at the meeting
                                    of the Board by an affirmative vote of, at
                                    least one nominee director of each of the
                                    Government and the Strategic
-------------------
(32)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                                    Partner:

                                        (i) Any change in the Memorandum of
                                        Association and Articles of
                                        Association;

                                        (ii) The granting of any security
                                        or the creation of any Encumbrance
                                        on the assets of the Company or the
                                        incurrence of any indebtedness or
                                        guaranteeing the debts of any
                                        Person which in the aggregate at
                                        any time exceeds the net worth of
                                        the Company;

                                        (iii) The taking of any steps to
                                        wind-up or terminate the corporate
                                        existence of the Company or any of
                                        its Affiliates or entering into any
                                        arrangement with the creditors of
                                        the Company in relation to all or
                                        substantial part of the assets of
                                        the Company;

                                        (iv) Any one or a series of transactions
                                        which causes a sale lease, exchange or
                                        disposition of land and building of the
                                        Company or its subsidiary which are
                                        acquired by the Company at any time
                                        prior to the Closing;

                                        (v) Subject to Article 69(2)(xv)
                                        hereunder, any sale, lease, exchange or
                                        disposition of any property, assets or
                                        equipments (other than land and
                                        building)of the Company or its
                                        subsidiary which are acquired by the
                                        Company at any time prior to the
                                        Closing;

                                        (vi) The making, directly or indirectly,
                                        of loans or advances in excess of Rs.500
                                        million to any Person other than in the
                                        ordinary course of business of the
                                        Company;

                                        (vii) The entering into of an
                                        amalgamation, merger or consolidation
                                        with any other company or body
                                        corporate;

                                        (viii) Any change in the number of
                                        directors of the Company from that
                                        provided in this Article;

                                        (ix) Any agreement with or commitment to
                                        any Shareholder or its Principal(s) or
                                        their respective Affiliates, except
                                        where, and to the extent, (a) such
                                        agreement or commitment between the
                                        Company or any of its Affiliates on the
                                        one hand and the Government or any
                                        Government Authority on the other is
                                        required under applicable Law or (b)
                                        such agreement is on an arms' length
                                        basis and in good faith;

                                        (x) Establishment of any subsidiary or
                                        associated company by Company;

                                        (xi) Transfer of any rights or interest
                                        in Affiliates of the Company including,
                                        without limitation, Transfer of Relevant
                                        Interests in securities of such
                                        Affiliates held by the Company;

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                                        (xii) Any agreement, license or
                                        permission in respect of the use of the
                                        name and/or logo of the Company (except
                                        where such agreement, license or
                                        permission is for the purpose of, or in
                                        connection with, advertising or
                                        promotional activities only by the
                                        Company);

                                        (xiii) The delegation by the Board to
                                        any Person of the Board's authority to
                                        approve or authorize any matter
                                        described in this Article 69(2);

                                        (xiv) Change directly or indirectly in
                                        the use of land and building of the
                                        Company other than for the purposes of
                                        the main objects of the Company as
                                        defined in the Memorandum of Association
                                        of the Company;

                                        (xv) Any one or a series of
                                        transactions, which causes a sale,
                                        lease, exchange or disposition of
                                        obsolete equipments or equipments not in
                                        use, of the Company or its subsidiary
                                        having an aggregate value exceeding 25%
                                        of the total value of the net fixed
                                        assets of the Company as specified in
                                        the Audited Financial Statement;

                                        (xvi) Any commitment or agreement to do
                                        any of the foregoing. Notwithstanding
                                        anything to the contrary contained in
                                        these Articles, in the event any of the
                                        aforesaid items of business mentioned in
                                        Article 69 (2) is not approved by the
                                        Board or Shareholders at a meeting or
                                        otherwise then such non-approved items
                                        shall not be implemented by the Company
                                        and the Parties shall not directly or
                                        indirectly take any steps to cause the
                                        Company to implement such items of
                                        business.]

(33)(34){[Specific Powers           ARTICLE 70 - Without prejudice to the
of the Board of                     general powers conferred by Article 67 and
Directors.                          the other powers conferred by these
                                    Articles, but subject to the provisions of
                                    Sections 293, 293-A, and 294 of the Act and
                                    Article 69 herein, the Board of Directors
                                    shall have the following powers, that is to
                                    say power:]

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

(35)(To pay for property,           (2) To pay for any property, rights or
debentures etc.                     privileges acquired by, or services rendered
                                    to the company either wholly or partially in
                                    cash or in shares, bonds, debentures or
                                    other securities of the company, and any
                                    such shares may be issued either as fully
-------------------
(33)     Article 70 & 71 deleted and Article 72 to 105 renumbered as Article 70
         to 103 vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

(34)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                                    paid-up or with such amount credited as
                                    paid-up thereon as may be agreed upon and
                                    any such bond, debentures or other
                                    securities may be either specifically
                                    charged upon all or any part of the property
                                    of the company and its uncalled capital or
                                    not so charged.

To secure contracts by              (3) To secure the fulfillment of any
mortgage.                           contracts or engagements entered into by the
                                    company by mortgage or charge of all or any
                                    of the property of the company and its
                                    uncalled capital for the time being or in
                                    such other manner as they may think fit.

To appoint officers etc.            (4) To create posts of, to appoint persons
                                    and at their discretion, remove or suspend
                                    general managers, managers, secretaries,
                                    officers, clerks, agents and servants for
                                    permanent, temporary or special services, as
                                    they may, from time to time, think fit, and
                                    to determine their powers and duties and fix
                                    their salaries or emoluments and require
                                    security in such instances and to such
                                    amounts as they think fit.

To appoint trustees.                (5) To appoint any person or persons
                                    (whether incorporated or not), to accept and
                                    hold in trust for the company, any property
                                    belonging to the company or in which it is
                                    interested or for any other purposes, and to
                                    execute and do all such deeds and things as
                                    may be requisite in relation to any such
                                    trust and to provide for the remuneration of
                                    such trustee or trustees.

To bring and defend                 (6) To institute, conduct, defend compound
action.                             or abandon, any legal proceedings by or
                                    against the company or its officers or
                                    otherwise concerning the affairs of the
                                    company and also to compound and allow time
                                    for payment or satisfaction of any claims or
                                    demands by or against the company.

To refer to arbitration.            (7) To refer any claims or demands by or
                                    against the company to arbitration and
                                    observe and perform the awards.

To give receipt.                    (8) To make and give receipts, release, and
                                    other discharges for money payable to the
                                    company, and for the claims and demands of
                                    company.

To authorise                        (9) To determine the person(s) who shall be
acceptance etc.                     entitled to sign on the company's behalf,
                                    bills, notes, receipts, acceptances,
                                    endorsements, cheques, releases, contracts
                                    and documents.

To appoint attorney.                (10) From time to time to provide for the
                                    management of the affairs of the company
                                    outside the areas which in the context
                                    includes the townships and sites of
                                    operations of the company in such manner as
                                    they think fit, and in particular to appoint
                                    any person to be the attorney or agent of
                                    the company with such powers (including
                                    power to sub-delegate) and upon such terms
                                    as may be thought fit.
-------------------

(35)     Article 70(2) deleted and Article 70(3) till 70(22) renumbered as 70(2)
         till 70(21) vide Special Resolution passed by the shareholders at 16th
         AGM held on 20 August 2002.

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(36)[To invest moneys.              (11) To invest in Reserve Bank/State Bank of
                                    India/any nationalised bank or in such
                                    securities and deal with any of the moneys
                                    of the company upon such investments
                                    authorised by the Memorandum of Association
                                    of the company (not being shares in this
                                    company) and in such manner as they think
                                    fit and from time to time to vary or realise
                                    such investments.]

To give security by                 (12) To execute in the name and on behalf
way of indemnity.                   of the company in favour of any Director or
                                    other persons who may incur or be about to
                                    incur any personal liability for the benefit
                                    of the company such mortgage of the
                                    company's property (present and future) as
                                    they think fit and any such mortgage may
                                    contain a power of sale and such other
                                    powers, covenants and provisions as shall be
                                    agreed upon.

(37)[To give percentage.            (13) To give to any person employed by the
                                    company a commission on the profits of any
                                    particular business transaction or a share
                                    in the general profits of the company, and
                                    such commission or share of profit shall be
                                    treated as part of the working expenses of
                                    the company.]

To make bye-laws.                   (14) From time to time make, vary and repeal
                                    bye-laws for the regulation of the business
                                    of the company, its officers and servants.

To give bonus.                      (15) To give, award, or allow any bonus,
                                    pension, gratuity or compensation to any
                                    employee of the company or his widow,
                                    children or dependants, that may appear to
                                    the Board of Directors just or proper,
                                    whether such employee, his widow, children
                                    or dependants have or have not a legal claim
                                    upon the company.

To create Provident                 (16) Before declaring any dividend to set
Fund.                               aside such portion of the profits of the
                                    company as they may think fit, to form a
                                    fund to provide for such pensions,
                                    gratuities or compensation or to create any
                                    provident or benefit fund in such manner as
                                    the Board of Directors may deem fit.
-------------------
(36)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

(37)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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To establish Managing               (17) From time to time and at any time to
Committee.                          establish any Managing. Committee for
                                    managing any of the affairs of the company
                                    in any specified locality in India, or out
                                    of India, and to appoint any person(s) to be
                                    member(s) of such Managing Committee and to
                                    fix their remuneration and from time to time
                                    and at any time to delegate to any person(s)
                                    so appointed any of the powers, authorities
                                    and discretion for the time being vested in
                                    the Board of Directors other than the power
                                    to make call; and to authorise the members
                                    for the time being of any such Managing
                                    Committee or any of them to fill up any
                                    vacancies therein and to act notwithstanding
                                    vacancies, and any such appointment or
                                    delegation may be made in such terms, and
                                    subject to such conditions as the Board of
                                    Directors may think fit and the Board of
                                    Directors may at any time remove any person
                                    so appointed and may annul or vary any such
                                    delegation.

To make contracts.                  (18) To enter into all such negotiations and
                                    contracts and rescind and vary all such
                                    contracts, execute and do all such acts,
                                    deeds and things in the name and on behalf
                                    of the company as they may consider
                                    expedient for or in relation to any of the
                                    matters aforesaid or otherwise for the
                                    purposes of the company; and

To establish                        (19) To establish, maintain, support and
institution.                        subscribe to any society, etc. charitable,
                                    benevolent, public or general useful objects
                                    or any institution, society, or club or fund
                                    which may be for the benefit of the company
                                    or its employees or may be connected with
                                    any town or place where the company carries
                                    on its business or any object in which the
                                    company may be interested.

(38)[To borrow or raise             (20) To borrow or raise or secure the
or secure the payment               payment of money in such manner as the
of money.                           company shall think fit and in particular by
                                    executing mortgages and the issue of
                                    debentures, or debenture-stock, perpetual or
                                    otherwise, charged upon all or any of the
                                    company's property (both present and future)
                                    including its uncalled capital and to
                                    purchase, redeem, or pay off any such
                                    securities.]

To fix terms and                    (21) To fix terms and conditions for
conditions for                      providing, maintaining and operating
providing,                          services provided to the customers.)(36)
maintaining &
operating services.

Seal.                               ARTICLE 71 - The seal of the company shall
                                    not be affixed to any instrument except by
                                    the authority of a resolution of the Board
                                    of Directors and except in the presence of
                                    at least one
-------------------
(36)     Article 70(2) deleted and Article 70(3) till 70(22) renumbered as 70(2)
         till 70(21) vide Special Resolution passed by the shareholders at 16th
         AGM held on 20 August 2002.

(38)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                                    Director or such other person as the Board
                                    may appoint for the purpose; and the said
                                    Director or the person aforesaid shall sign
                                    every instrument to which the seal of the
                                    company is so affixed in his presence.

                            PROCEEDINGS OF THE BOARD

Meeting of the Board.               ARTICLE 72 - A meeting of the Board of
                                    Directors shall be held for the despatch of
                                    the business of the company at least once in
                                    every three months and at least four such
                                    meetings shall be held in every year.

(39)[Director may                   ARTICLE 73 - A Director may at any time
summon meeting.                     convene a meeting of the Board Directors.
                                    Questions arising at any meeting shall be
                                    decided by majority of votes. The Chairman
                                    shall not have a second or casting vote in
                                    the case of an equality of votes.]

Notice of meetings.                 ARTICLE 74 - (1) Notice of every meeting of
                                    the Board of Directors of the Company shall
                                    be given in writing to every Director for
                                    the time being in India and at his usual
                                    address in India to every other Director.

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

(40)[Quorum for                     ARTICLE 75 (1) The quorum requirement for
meetings.                           the Board shall be governed by the
                                    provisions of the Act.

                                    (2) Notwithstanding anything to the contrary
                                    in Article 75(1) above, the presence of
                                    at least one nominee director each of the
                                    Government and the Strategic Partner, in
                                    case of a Board meeting, shall be necessary
                                    to constitute quorum for any meeting in
                                    which a resolution for any of the matters
                                    specified in Article 69(2) is to be passed
                                    and a notice of not less than 7 (seven) days
                                    shall be given to the Government and the
                                    Strategic Partner for any such meeting,
                                    unless the Government and the Strategic
                                    Partner agrees to a shorter notice in
                                    writing.

                                    (3) In the event that no nominee director of
                                    either the Government or the Strategic
                                    Partner is present at a meeting referred to
                                    in Article 75(2) above, such meeting shall
                                    stand adjourned to the same day in the next
                                    week, at the same time and place, or to such
                                    later day as may be notified to the
                                    Government or the Strategic Partner as the
                                    case may be.

                                    (4) In the event that no nominee director of
                                    the same
-------------------
(39)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

(40)     Substituted vide Special Resolution passed by the shareholders at 16th
         AGM held on 20 August 2002.

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                                    Shareholder, whose nominee director was not
                                    present in the meeting referred to in
                                    Article 75(2), is present at the adjourned
                                    meeting referred to in Article 75(3) above,
                                    such meeting shall stand adjourned to the
                                    same day in the next week, at the same time
                                    and place, or to such later day as may be
                                    notified to such Shareholder.

                                    (5) Notwithstanding anything to the contrary
                                    in Article 75(2) above, in the event that no
                                    nominee director of the same Shareholder,
                                    whose nominee director was not present in
                                    the meetings referred to in Articles 75(2)
                                    and 75(3), is present at the adjourned
                                    meeting referred to in Article 75(4), it
                                    shall be deemed that the presence of the
                                    nominee director of such Shareholder is not
                                    required for such meeting and the directors
                                    present at such adjourned Board Meeting
                                    shall be entitled to proceed with the items
                                    on the agenda in such manner as they deem
                                    fit even though such items may be relating
                                    to matters listed in Article 69(2).]

(41)[Chairman of                    ARTICLE 76 - The Board shall at its meeting
Board's meeting.                    elect a Director as Chairman of the
                                    Directors' meetings and determine the period
                                    for which he is to hold office. If no such
                                    Chairman is nominated, or if at any meeting
                                    the Chairman is not present within 15
                                    minutes after the time for holding the same,
                                    the Directors present may choose one of
                                    their number to be the Chairman of the
                                    meeting.]

Power of Quorum.                    ARTICLE 77 - A meeting of the Board of
                                    Directors for the time being at which a
                                    quorum is present shall be competent to
                                    exercise all or any of the authorities,
                                    powers, and discretion by or under the
                                    Articles of company for the time being
                                    vested in or exercisable by the Board of
                                    Directors generally.

(42)[Delegation of                  ARTICLE 78 - Subject to Article 69 herein,
powers to committees.               the Board may, subject to the restrictions
                                    laid down in Section 292 of the Act,
                                    delegate any of their powers to Committees
                                    consisting of such number of their body as
                                    they think fit, and may, from time to time,
                                    revoke such delegation. Any committee so
                                    formed, shall in the exercise of the power
                                    so delegated, conform to any regulation that
                                    may, from time to time, be imposed upon it
                                    by the Board of Directors. The proceedings
                                    of such a Committee shall be placed before
                                    the Board of Directors at its next meeting.]

Chairman of meeting                 ARTICLE 79 - A Committee of Directors may
of committee.                       elect a Chairman of their meetings, if no
                                    such Chairman is elected or if at any
                                    meeting the Chairman is not present within
                                    15 minutes after the time appointed for
                                    holding the same, the members present may
                                    choose one of their number to be Chairman of
                                    the
-------------------
(41)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

(42)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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                                    meeting.

When acts of Directors              ARTICLE 80 - All acts done by any meeting
or Committee valid                  of the Board of Directors, or of a Committee
notwithstanding                     of Directors, or by any person acting as a
defective appointment.              Director shall notwithstanding that it be
                                    afterwards discovered that there was some
                                    defect in the appointment of such Directors
                                    or persons acting as aforesaid or that they
                                    or any of them were or was disqualified, be
                                    as valid as if every such person had been
                                    duly appointed and was qualified to be
                                    Director. Provided that nothing in this
                                    Article shall be deemed to give validity to
                                    acts done by a Director after his
                                    appointment has been shown to the company to
                                    be invalid or to have terminated.

(43)[Resolution without             ARTICLE 81 - Subject to the provisions of
Board Meeting valid.                Section 292 of the Act and Article 69
                                    herein, resolutions of the Board can be
                                    passed by circulation and they shall be as
                                    valid and effectual as if they have been
                                    passed at a meeting of the Board of
                                    Directors duly called and constituted. No
                                    resolution shall, however, be deemed to have
                                    been duly passed by the Board or by a
                                    Committee thereof by circulation unless the
                                    resolution has been circulated in draft,
                                    together with the necessary papers, if any,
                                    to all the Directors, or to all the members
                                    of the Committee then in India (not being
                                    less in number than the quorum fixed for a
                                    meeting of the Board or Committee as the
                                    case may be), and to all other Directors or
                                    members at their usual address in India, and
                                    has been approved by such of the Directors
                                    as are then in India or by a majority of
                                    such of them, as are entitled to vote on the
                                    resolution.]

                             RESERVES AND DIVIDENDS.

Reserve Fund.                       ARTICLE 82 - Subject to Section 205 of the
                                    Act, the Board may, before recommending any
                                    dividend, set apart out of the profits of
                                    the company such sums as they think proper
                                    as a reserve fund to meet contingencies or
                                    for equalising dividends, or for special
                                    dividends, or for repairing, improving and
                                    maintaining any of the property of the
                                    company, and for amortisation of capital and
                                    for such other purposes as the Board of
                                    Directors shall, in their absolute
                                    discretion, think conducive to the interest
                                    of the company, and may invest the several
                                    sums so set aside upon such investments,
                                    (other than shares of the company) as they
                                    may think fit from time to time to deal with
                                    and vary such investments and dispose of all
                                    or any part thereof for the benefit of the
                                    company, and may divide the reserve funds
                                    into such special funds, as they think fit
                                    and employ the reserve funds or any part
                                    thereof in the business of the company and
                                    that without being bound to keep the same
                                    separate from the other assets.

Net Profits.                        ARTICLE 83- The declaration of the Directors
                                    as to the amount
--------------------
(43)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

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

                                    of net profits of the company shall be
                                    conclusive.

(44)[Dividend.                      ARTICLE 84 - The profits of the company
                                    available for payment of dividend subject to
                                    any special rights relating thereto, created
                                    or authorised to be created by these
                                    presents and subject to the provisions of
                                    these presents as to the reserve fund and
                                    amortisation of capital, shallbe divisible
                                    among the members in proportion to the
                                    amount of capital paid up by them
                                    respectively, provided always that (subject
                                    as aforesaid) any capital paid up on a share
                                    during the period in respect of which a
                                    dividend is declared shall only entitle the
                                    holder of such share to an apportioned
                                    amount of such dividend as from the date of
                                    payment.]

Interim dividend.                   ARTICLE 85 - The Board may, from time to
                                    time, pay to the members such interim
                                    dividends as in their judgement the position
                                    of the company justifies.

Capital paid up in                  ARTICLE 86 - Where capital is paid up on any
advance.                            shares in advance of calls upon the footing
                                    that the same shall carry interest, such
                                    capital shall not, whilst carrying interest,
                                    confer a right to participate in profits.

Declaration of                      ARTICLE 87 - The company, in general
dividends.                          meeting, may declare a dividend to be paid
                                    to the members according to their rights and
                                    interests in the profits but no dividend
                                    shall exceed the amount recommended by the
                                    Board of Directors.

(45)[Dividends out of               ARTICLE 88 - No dividend shall be declared
profits only and not to             or paid by the company for any financial
carry interest.                     year except out of profits of the company
                                    for that year arrived at after providing for
                                    the depreciation in accordance with the
                                    provisions of sub-section(2) of Section 205
                                    of the Act or out of profits of the company
                                    for any previous financial year or years
                                    arrived at after providing for the
                                    depreciation in accordance with those
                                    provisions and remaining undistributed or
                                    out of both. No dividend shall carry
                                    interest against the company.]

(46)[Debts may be                   ARTICLE 89 - The Board may retain any
deducted.                           dividends in respect of shares on which the
                                    company has a lien and may apply the same in
                                    or towards satisfaction of the debts,
                                    liabilities or engagements in respect of
                                    which the lien exists. No unclaimed dividend
                                    shall be forfeited by the Board unless the
                                    claim thereto becomes barred by law and the
                                    company shall comply with all the provisions
                                    of Section 205-A of the Act in respect of
                                    unclaimed or unpaid dividend.]
--------------------
(44)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

(45)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

(46)     Amended vide Special Resolution passed by the shareholders at 6th AGM
         held on 29 September 1992.

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

Dividends to the joint           ARTICLE 90 - Any one of several persons who are
holders.                         registered  as the joint holders of any share,
                                 may give effectual receipts for all dividends
                                 and payments on account of dividends in respect
                                 of such shares.

Dividends are to be paid in      ARTICLE 91 - Subject to the provisions of
cash.                            Section 205 of the Act, no dividend shall be
                                 payable except in cash.

Payment by post.                 ARTICLE 92 - Unless otherwise directed, any
                                 dividends may be paid by cheque or warrant sent
                                 through the post to the registered address of
                                 the member or person entitled or in the case of
                                 joint holders, to the registered address of
                                 that one whose name stands first in the
                                 register in respect of the joint holding; and
                                 every cheque or warrant so sent shall be made
                                 payable to the order of the person to whom it
                                 is sent.

Notice of dividends.             ARTICLE 93 - Notice of the declaration of any
                                 dividend, whether interim or otherwise, shall
                                 be given to the holders of registered shares in
                                 the manner hereinafter provided.

                                                    ACCOUNTS.

Accounts to be kept.             ARTICLE 94 - The company shall cause to be kept
                                 proper books of accounts with respect to:

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

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

                                 (c) The assets and liabilities of the company.

Inspection of Accounts           ARTICLE 95 - The books of account shall be kept
Books.                           at the registered Office of the Company or such
                                 other place in India as the Board of Directors
                                 shall think fit and shall be open to inspection
                                 by the Directors during business hours.

Inspection by members.           ARTICLE 96 - The Board of Directors shall, from
                                 time to time, determine whether and to what
                                 extent and at what time and places and under
                                 what conditions or regulations the accounts and
                                 books of the company or any of them shall be
                                 open to inspection of members (not being
                                 Directors) and no member (not being a Director)
                                 shall have any right of inspecting any account
                                 or book or document of the company except as
                                 conferred by law or authorised by the Board of
                                 Directors or by the company in general meeting.

Annual accounts and balance      ARTICLE 97 - Subject to Section 210 (3) of the
sheets.                          Act, at the First Annual General Meeting and
                                 subsequently at every Annual General Meeting,
                                 the Board shall lay before the company, a
                                 Balance Sheet and Profit and Loss Account in
                                 the case of the first account since the
                                 Incorporation of the company, and in any other
                                 case since the preceding account made upto a
                                 date not earlier than the date of the meeting
                                 by more than six

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                                 months or where an extension of time has been
                                 granted for holding the meeting by more than
                                 six months and the extension so granted.

Annual report of the Board       ARTICLE 98 - The Board shall make out and
of Directors.                    attach to every  balance  sheet a report with
                                 respect to the state of the company's affairs,
                                 the amount, if any, which they recommended
                                 should be paid by way of dividend and the
                                 amount, if any, which they propose to carry to
                                 the Reserve Fund, General Reserve or Reserve
                                 Account shown specifically on the balance sheet
                                 or to a Reserve Fund, General Reserve or
                                 Reserve Account to be shown specifically in a
                                 subsequent balance sheet. The report shall be
                                 signed by the Chairman of the Board of
                                 Directors on behalf of the Directors,
                                 authorised in that behalf by the Board, and
                                 when he is not so authorised, shall be signed
                                 by such number of Directors as are required to
                                 sign the balance sheet and the profit and loss
                                 account by virtue of sub-sections (1) and (2)
                                 of Section 215 of the Act.

Content of profit and loss       ARTICLE 99 - Forms of Balance Sheet and Profit
account.                         and Loss account shall be in accordance with
                                 the provisions of Section 211 of the Act. The
                                 Profit and Loss Account shall in addition to
                                 the matters referred to in Section 211 of the
                                 Act show, arranged under the most convenient
                                 heads, the amount of gross income,
                                 distinguishing the several sources from which
                                 it has been derived and the amount of gross
                                 expenditure distinguishing the expenses of the
                                 establishment, salaries and other like matters.
                                 Every item of expenditure fairly chargeable
                                 against the year's income shall be brought into
                                 account so that just balance of profit and loss
                                 may be laid before the meeting, and in cases
                                 where any item of expenditure which may in
                                 fairness be distributed over several years has
                                 been incurred in any one year, the whole amount
                                 of such item shall be stated, with addition of
                                 the reason why only a portion of such
                                 expenditure is charged against the income of
                                 the year.

Balance sheet and profit         ARTICLE 100 - The company shall send a copy of
and loss account to              such Balance Sheet and Profit and Loss Account
be sent to member                of the company and to every holder
                                 of debenture/bonds issued by the company in the
                                 manner in which notices are to be given
                                 hereunder at least twenty-one days before the
                                 meeting at which it is to be laid before the
                                 members of the company and shall deposit a copy
                                 at the Registered Office of the company for
                                 inspection of the members of the company during
                                 a period of at least twenty-one days before
                                 that meeting.

Directors to comply              ARTICLE 101 - The Board shall, in all respects,
with the Sections 209 to         comply with the provisions of Sections 209 to
222 of the Act.                  222 of the Act, or any statutory Act.
                                 modification thereof for the time being in
                                 force as may be applicable to the company.


                                      AUDIT

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Accounts to be audited           ARTICLE 102 - Once at least in every financial
annually.                        year the accounts of the company shall be
                                 examined and the correctness of the Profit and
                                 loss account and Balance Sheet ascertained by
                                 one or more auditors.

(47)[Appointment of auditors.    ARTICLE 103 - The auditor/auditors of the
                                 company shall be appointed or re-appointed by
                                 the Company in its general meeting and
                                 his/their remuneration, rights and duties shall
                                 be regulated by Sections 224 to 233 of the
                                 Act.]}(34)

(48){Auditor's right to attend   ARTICLE 104 - The auditors of the company shall
meeting.                         be entitled to receive notice of and to attend
                                 accounts which have been examined or reported
                                 on by them are to be laid down before the
                                 company and may make any statement or
                                 explanation they desire with respect to the
                                 accounts.

When accounts to be deemed       ARTICLE 105 - Every  account of the company
finally settled.                 when audited and approved by a General Meeting
                                 shall be conclusive, except as regards any
                                 error discovered therein within three months
                                 next after the approval thereof. Whenever any
                                 such error is discovered within the period, the
                                 account shall forthwith be corrected and
                                 thenceforth shall be conclusive.

                                     NOTICE

How notices to be served on      ARTICLE  106 - A notice may be given by the
members.                         company to any member either personally or by
                                 sending it by post to him to his registered
                                 address; if he has no registered address, to
                                 the address, if any, supplied by him to the
                                 company for the giving of notice to him.

Notifying registered place       ARTICLE 107 - A holder of registered shares who
of address.                      has no registered place of address, may, from
                                 time to time, notify in writing to the company
                                 his address, which shall be deemed his
                                 registered place of address within the meaning
                                 of the last preceding Article.

Notice to joint holders.         ARTICLE 108 - A notice may be given by the
                                 company to the joint holders of share by
                                 giving the notice to joint holder named first
                                 in the register of the share.

How notice to be given to        ARTICLE 109 - A notice may be given by the
deceased or                      company to the person  deceased or bankrupt
                                 entitled to share in consequence


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

(34)     Article 70 & 71 deleted and Article 72 to 105 renumbered as Article 70
         to 103 vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

(47)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

(48)     Article 106 & 107 deleted and Article 108 till 123 renumbered as

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

To whom notice of general        ARTICLE 110 - Notice of every  general meeting
meeting to be given.             shall be given in the same manner hereinbefore
                                 authorised to (a) every member of the company
                                 except those members who, having no registered
                                 address, have not supplied to the company an
                                 address for giving of notice to them, and also
                                 to (b) every person entitled to a share in
                                 consequence of the death or insolvency of a
                                 member who, but for his death or insolvency,
                                 would be entitled to receive notice of the
                                 meeting, provided the company has been given
                                 due notice.

Transferees bound by prior       ARTICLE 111 - Every person who by operation of
notice.                          the law, transfer or other means whatsoever,
                                 shall become entitled to any share, shall be
                                 bound by every notice in respect of such
                                 share, which previous to his name and address
                                 and title to the share being notified to and
                                 registered by the company, shall be duly given
                                 to the person from whom he derives his title
                                 to such share.

How notice to be signed.         ARTICLE 112 - The signature to any notice to be
                                 given by the company may be written or printed.

How time to be counted.          ARTICLE 113 - Where a given number of days'
                                 notice or notices extending over any other
                                 period is required to be given, the day of
                                 service shall, unless it is otherwise
                                 provided, be counted in such number or other
                                 period.

                               WINDING UP

Distribution of assets on        ARTICLE  114 - If the  company shall be wound
winding up.                      up and the assets  available for distribution
                                 among the members as such shall be
                                 insufficient to repay the whole of the paid up
                                 capital, such assets shall be distributed so
                                 that, as early as may be, the losses shall be
                                 borne by the members in proportion to the
                                 capital paid up or which ought to have been
                                 paid up at the commencement of the winding up,
                                 on the shares held by them respectively. And
                                 if in a winding up, the assets available for
                                 distribution among the members shall be more
                                 than sufficient to repay the whole of the
                                 capital paid up, the excess shall be
                                 distributed amongst the members in proportion
                                 to the capital paid up, or which ought to have
                                 been paid up on the shares held by them
                                 respectively. But this clause is to be without
                                 prejudice to the rights of the holders of
                                 share issued upon special terms and
                                 conditions.

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                               SECRECY

Secrecy clause.                   ARTICLE 115 - Every  Director, Secretary,
                                  Trustee for the company, its members, or
                                  debenture-holders, member of a committee,
                                  officer, servant, agent, accountant, or other
                                  person employed in or about the business of
                                  the company shall, if so required by the Board
                                  before entering upon his duties, sign a
                                  declaration pledging himself to observe strict
                                  secrecy respecting all transactions of the
                                  company with its customers and the state of
                                  accounts with individuals and in matters
                                  relating thereto and shall by such declaration
                                  pledge himself not to reveal any of the
                                  matters which may come to his knowledge in the
                                  discharge of his duties except when required
                                  so to do by the Board or by any general
                                  meeting or by a court of law and except so far
                                  as may be necessary in order to comply with
                                  any of the provisions contained in these
                                  Articles.

(49)[Restriction on entry upon    ARTICLE 116 - No shareholder or other person
property.                         (not being a Director) shall be entitled to
                                  enter upon the property of the company or to
                                  inspect or examine the premises or properties
                                  of the company without the permission of the
                                  Board or to require discovery of or any
                                  information respecting any detail of the
                                  trading of the Company or any matter which is
                                  or may be in the nature of a trade secret,
                                  mystery of trade, or secret process or of any
                                  matter whatsoever which may relate to the
                                  conduct of business of the company and which
                                  in the opinion of the Board it will be
                                  inexpedient in the interest of the company to
                                  communicate.]

                                            INDEMNITY AND RESPONSIBILITY

Directors' and others'            ARTICLE 117 - (i) Subject to the provisions
rights to indemnity.              of Section 201 (i) of the Companies Act, every
                                  Director, Manager, Auditor, Secretary or other
                                  officer or employee of the company shall be
                                  indemnified by the company against, and it
                                  shall be the duty of the Directors out of the
                                  funds of the company to pay all costs, losses
                                  and expenses (including travelling expenses)
                                  which any such Director, Manager, Officer or
                                  employee may incur or become liable to by
                                  reason of any contract entered into or act or
                                  deed done by him or them as such Director,
                                  Manager, Officer or servant or in any other
                                  way in the discharge of his duties and the
                                  amount for which such indemnity is provided
                                  shall immediately attach as a lien on the
                                  property of the company and have priority as
                                  between the members over all other claims.

                                  (ii) Subject as aforesaid every Director,
                                  Manager or Officer of the company shall be
                                  indemnified against any liability incurred by
                                  him or them in defending any proceedings
                                  whether civil or criminal in which judgement
                                  is given in his or their favour or in


---------------
(49)    Amended vide Special Resolution passed by the shareholders at 16th AGM
        held on 20 August 2002

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                                 which he is or they are acquitted or in
                                 connection with any application under Section
                                 633 of the Act in which relief is given to him
                                 or them by the Court.

Individual responsibility of     ARTICLE 118 - No Director or other officer of
Directors.                       the company shall be liable for the acts,
                                 receipts, neglects or defaults of any other
                                 Director or officer of the company or for
                                 joining in any receipt or other act for
                                 conformity or for any loss or expenses
                                 happening to the company through the
                                 insufficiency or deficiency of title to any
                                 property acquired by the order of the Board of
                                 Directors for or on behalf of the company, or
                                 for the insufficiency or deficiency of any
                                 security in or upon which any of the moneys of
                                 the company shall be invested or for any loss
                                 or damage arising from the bankruptcy,
                                 insolvency or tortious act of any persons with
                                 whom any moneys, securities or effects shall
                                 be deposited or for any loss occasioned by any
                                 error or judgement or oversight on his part or
                                 for any other loss, damage or misfortune
                                 whatever, which shall happen in the execution
                                 of the duties of his office or in relation
                                 thereto unless the same happens through his
                                 own negligence, default, misfeasance, breach
                                 of duty, or breach of trust.

                               CAPITALISATION

(50)[Power to capitalise         ARTICLE 119 - (1) Any General Meeting may upon
                                 the recommendation of the Directors, resolve
                                 that any moneys, investments or other assets
                                 forming part of the undivided profits of the
                                 Company standing to the credit of any of the
                                 Company's Reserve Accounts or to the credit of
                                 Profit and Loss Account or any Capital
                                 Redemption Reserve Account or in the hands of
                                 the Company and available for dividend or
                                 representing premiums received on the issue of
                                 shares standing to the credit of the Share
                                 Premium Account be capitalised and distributed
                                 amongst such of the members as would be
                                 entitled to receive the same if distributed by
                                 way of dividend and in the same proportion on
                                 the footing that they become entitled thereto
                                 as capital and that all or any part of such
                                 capitalised funds shall not be paid in cash
                                 but shall be applied subject to the provisions
                                 contained in clause (2) hereof on behalf of
                                 such member either in or towards -

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

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

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

(50)     Added vide Special Resolution passed by the shareholders at 5 th AGM
         held on 6 December 1991.

                                       53
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                                       (c) Partly in the way specified in
                                       sub-clause (a) and partly in that
                                       specified in sub-clause (b); and that
                                       such distribution or payment shall be
                                       accepted by such members in full
                                       satisfaction of their interest in the
                                       capitalised sum.

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

                                       (b) If the Company shall have redeemed
                                       any Redeemable Preference Shares, all or
                                       any part of any Capital Redemption Fund
                                       arising from the redemption of such
                                       shares; may by resolution of the Company
                                       be applied only in paying up in full or
                                       in part any new share or any shares then
                                       remaining unissued to be issued to such
                                       member of the Company as the General
                                       Meeting may resolve upto an amount equal
                                       to the nominal amount of the shares so
                                       issued.

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

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

                                       (a) Make all appropriations and
                                       applications of the undivided profit
                                       resolved to be capitalised thereby and
                                       all allotments and issue of fully paid
                                       shares or debentures; if any, and,

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

                                (5) The Board shall have full power:

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

                                       (b) To authorise, any person to enter on
                                       behalf of all the members entitled
                                       thereto, into an agreement with the
                                       Company providing for the allotment to
                                       them respectively credited as fully paid
                                       up, of any further shares or debentures
                                       to which they may be entitled upon such
                                       capitalisation, or (as the case may
                                       require) for the payment of the Company
                                       on their behalf by the application
                                       thereto of their respective proportions
                                       of the profits resolved to be
                                       capitalised, or the amounts or any

                                       54
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                                       part of the amounts remaining unpaid on
                                       their existing shares and may vest any
                                       such cash or specific assets in trustees
                                       upon the trust for the person entitled to
                                       the dividend or capitalised fund as may
                                       seem expedient to the Board.

                                 (6) Any agreement made under such authority
                                 shall be effective and binding on all such
                                 members.]}(49)

(51)[Shareholders' Agreement     ARTICLE 120 - The Company acknowledges that the
                                 Government and the Strategic Partner have
                                 entered into the Shareholders' Agreement,
                                 which is a binding voting and inter se
                                 shareholders' agreement between them or any
                                 transferees from them and any successors in
                                 interest. Salient terms of the Shareholders'
                                 Agreement are set out in appendix I* hereto to
                                 notify the shareholders of their covenants.
                                 The Company has undertaken that it shall not
                                 aid and/or abet any violation of the
                                 Shareholders' Agreement.]

*Appendix I containing salient features of Shareholders' Agreement is attached.


                                    * * * * * * *


---------------
(49)     Article 106 & 107 deleted and Article 108 till 123 renumbered as
         Article 104 to 119 vide Special Resolution passed by the shareholders
         at 16th AGM held on 20 August 2002.

(51)     Amended vide Special Resolution passed by the shareholders at 16th AGM
         held on 20 August 2002.

                                       55
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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------

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

<S>                                    <C>                           <C>            <C>        <C>
1.  President of India Through         Secretary, Department of         Sd/-          100      Daljit Singh, S/o. Shri Jogendar
Devendra Kumar Sangal (S/o. Shri       Telecommunications,                                     Singh, Dy. Director General,
Hardhian Singh Jain) Secretary,        Sanchar Bhavan, New Delhi.                              OCS, VSB, New Delhi.
Telecommunications.

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

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

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

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

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

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

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

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

                                                                                  -----------
                                                                                      126
                                                                                      ONE
                                                                                    HUNDRED
                                                                                  TWENTY SIX
                                                                                    EQUITY
</TABLE>

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


                                  * * * * * *

                                       56
<PAGE>
                                   APPENDIX I


EXTRACT OF THE SHAREHOLDERS' AGREEMENT DATED 13 FEBRUARY 2002



ARTICLE III

EQUITY PARTICIPATION


3.1      EQUITY PARTICIPATION

         (a)      The Parties acknowledge that a Transfer of Equity Shares by
         the Government to the employees of the Company upto 2% of the paid up
         share capital of the Company may occur after the Closing and that the
         Transfer of Equity Shares by the Government to the employees of the
         Company may be effected in such manner as may be determined by the
         Government in its sole discretion (including, without limitation,
         through an Offer for Sale, by Transfer in favour of any Person for the
         benefit of employees of the Company or through an employees stock
         purchase scheme).

3.2      ADDITIONAL CAPITAL

         (a)      Notwithstanding any other provision of this Agreement, if the
         Board, in exercise of good faith and in its reasonable judgement,
         determines that the Company requires additional funds, the Board may
         request, by issuance of a notice (the "Funding Notice") to all the
         shareholders of the Company, to contribute, within 90 Business Days
         after the issuance of the Funding Notice (the "Funding Period"),
         additional capital to the Company, on a pro rated basis depending upon
         the number of voting shares of the Company then held by such
         shareholders, by way of subscription for additional voting equity
         shares in accordance with Section 81(1) of the Act or provide a loan to
         the Company, all as determined by the Board and set forth in the
         Funding Notice.

         (b)      If additional capital is to be contributed pursuant to
         Article 3.2(a) by way of subscription for additional voting equity
         shares of the Company, then the subscription price for each such
         additional voting equity share shall be determined by the Board and set
         out in the Funding Notice. The Company shall, promptly upon the receipt
         of such subscription amount, issue to its shareholders the appropriate
         number of voting equity shares based upon the payment received from
         each such shareholder. Such voting equity shares shall rank pari passu
         with the existing Shares in all respects except for the purposes of
         dividend that shall be pro rated to the period for which such newly
         issued shares are in existence.

         (c)      If any offer to subscribe for voting equity shares of the
         Company pursuant to Article 3.2(a) (such offer, the "Right") includes a
         right to renounce the Right in favour of any other Person, then, no
         Shareholder shall renounce such Right in favour of any other Person
         (other than an Affiliate of the renouncing Shareholder) without first
         giving the other Shareholder a reasonable opportunity to acquire such
         Right, either directly or through its nominees on the same terms and
         conditions that such Right is proposed to


<PAGE>
                                                                              58


         be renounced in favour of any other Person (other than an Affiliate of
         the renouncing Shareholder).

         (d)      Any Person other than a Party hereto, who acquires any Shares
         pursuant to Article 3.2 (c), shall execute a Deed of Adherence and an
         undertaking to adhere to the terms and conditions of this Agreement.
         The rights of such Person shall be determined in the following manner:

                  (i)      Subject to the provisions of Article 3.2 (c) above,
                  in the event that a non-renouncing Shareholder exercises its
                  option to cause its nominee to acquire the Right, such
                  non-renouncing Shareholder shall exercise all the rights and
                  privileges on behalf of such nominee and shall be responsible
                  for all the duties and obligations of such nominee under the
                  terms of this Agreement. The rights of the non-renouncing
                  Shareholder and such nominee shall be the rights available to
                  the non-renouncing Shareholder under this Agreement and no
                  additional rights or privileges shall accrue to or be
                  available to the non-renouncing Shareholder or the nominee.

                  (ii)     Subject to the provisions of Article 3.2 (c) above,
                  in the event that a non-renouncing Shareholder does not
                  exercise its option to acquire or cause its nominee to acquire
                  the Rights and the renouncing Shareholder offers the Right to
                  a third party, such renouncing Shareholder shall exercise all
                  the rights and privileges on behalf of such third party and
                  shall be responsible for all the duties and obligations of
                  such third party under the terms of this Agreement. The rights
                  of the renouncing Shareholder and such third party shall be
                  the rights available to the renouncing Shareholder under this
                  Agreement and no additional rights or privileges shall accrue
                  to or be available to the renouncing Shareholder or the third
                  party.

         (e)      For the avoidance of doubt, under no circumstances shall a
         failure to provide funds by a Shareholder pursuant to a Funding Notice
         be considered to be a default by such Shareholder under this Agreement
         or make such Shareholder in any way liable for the payment of such
         funds.

         (f)      In the event that any of the Affiliate(s) of the Strategic
         Partner becomes a Shareholder of the Company, whether pursuant to
         Article 3.2 or otherwise, the Strategic Partner shall cause such
         Affiliate(s) to execute a Deed of Adherence.

                                   ARTICLE IV

                               GENERAL OBLIGATIONS

4.1      MAXIMUM PERMISSIBLE FOREIGN PARTICIPATION

         Notwithstanding any provision in this Agreement to the contrary, no
         Party (other than the Government, and at the instance of the
         Government, the Company) shall take any action or engage in any conduct
         [including, without limitation, the issue by the Company of any
         securities including Equity Shares, or equity-linked securities or
         securities convertible into Equity Shares] that would increase the
         Foreign Participation in the Company to greater than such permissible
         percentage of shareholding as is prescribed by the Government from time
         to time under applicable Law, rule or regulation in India with

<PAGE>
                                                                              59


         respect to Foreign Participation in the Company (the "Maximum
         Permissible Foreign Participation")

4.2      SOURCE OF FUNDS/PROHIBITED PERSON

         (a)      Each Shareholder (other than the Government) and its
         Principal(s) shall furnish to the Government such information regarding
         the source of funds of such Shareholder, Principal(s) and their
         respective Affiliates as required by the Government from time to time,
         including without limitation, information relating to the source and
         the amount of funds or other consideration to be used in subscription
         or purchase of any Equity Shares or granting any Shareholder Loans to
         the Company, and if any part of the proposed subscription or Purchase
         Price is to be represented by funds or other consideration borrowed or
         otherwise obtained for the purpose of acquiring or holding Equity
         Shares or granting any Shareholder Loans, a description of such
         transaction and the names of the parties thereto. Such information
         shall be provided to the Government prior to the utilization of such
         funds for subscription or purchase of any Equity Shares or granting any
         Shareholder Loans to the Company.

         (b)      Notwithstanding anything to the contrary contained in this
         Agreement, for purposes of clarity and avoidance of doubt, each
         Shareholder and its Principal(s) agrees that the information provided
         to the Government regarding the source of funds of such Shareholder,
         its Principal(s) and their respective Affiliates of such Shareholder
         then holding any Equity Shares shall be without prejudice to, and shall
         not preclude or limit any Government Authority from undertaking, any
         investigation, inquiry or other course of action with respect to the
         affairs (including without limitation the source of funds) of such
         Shareholder, its Principal (s) and/or their respective Affiliates.

         (c)      Each Shareholder (other than the Government) and its
         Principal(s) shall ensure that neither such Shareholder, nor its
         Principal(s) nor any of its respective Affiliates is Controlled by a
         Prohibited Person.

4.3      MATTERS RELATING TO EXCEPTIONAL ACTS

         (a)      The Strategic Partner shall cause the Company to fully comply
         with the provisions of and requirements under the Company Agreements in
         order that the Company continue to avail of the benefits thereunder.
         Notwithstanding any other provision of this Agreement, if the Board or
         an appropriate Government Authority determines (the "Determination")
         that (i) an Exceptional Act has taken place or is contemplated,
         threatened or intended; or (ii) the ownership or control of the Company
         is such that an Exceptional Act may occur; the Board, the Government or
         the appropriate Government Authority may take any steps as, in the sole
         discretion of the Board, the Government or the appropriate Government
         Authority (it being understood that in case of a conflict or
         disagreement regarding the steps to be taken, the decision of the
         Government shall prevail) may be necessary or desirable to overcome,
         prevent or avoid an Exceptional Act including, without limitation (i)
         issuance of additional Equity Shares to the Government or its
         nominee(s) or any Person by means of a preferential allotment of
         shares; (ii) removal of any directors or executive officers; and (iii)
         identification of the Equity Shares which gave rise to the
         Determination or would have given rise to a Determination and require
         the compulsory disposal, or restrict the transferability of such Equity
         Shares. The Parties agree that the Articles of Association of the
         Company shall, subject to applicable Laws, contain provisions relating
         to the above, including giving


<PAGE>
                                                                              60


         additional powers to limit the number of voting rights of specified
         Persons or require the compulsory disposal or restrict the
         transferability of Equity Shares held by such Persons.

         (b)      Each Shareholder and its Principal(s) agree to, and agree to
         cause their respective Affiliates to, fully comply with any steps taken
         by the Board or the appropriate Government Authority under this Article
         4.3 including, without limitation, voting in favour of any resolutions
         at any Board or shareholders meetings in connection with any action
         contemplated under this Article 4.3.

4.4      CHANGE IN STRATEGIC PARTNER STRUCTURE

         For a period of three years from the Closing, the Strategic Partner
         shall not issue any additional shares or securities to any Person other
         than the Principal(s), if after the issue of such shares or securities
         or the conversion into voting securities of any convertible securities,
         the Strategic Partner would no longer be Controlled by its
         Principal(s).

4.6      NATIONAL SECURITY

         The Strategic Partner and the Principal shall, and shall cause the
         Company to, comply, at all times, and from time to time, with the
         conditions of licences or orders or other directions of the Government
         or any applicable Government Authority or body or the like in
         connection with or relating to the security of the Republic of India,
         public emergencies or in the interest of safety or tranquility under
         applicable Law, as amended, modified or re-enacted from time to time.

4.7      LAND

         (a)      (i)      The Strategic Partner confirms that it shall cause
                  and procure the Company to hive off or demerge the Land into
                  the Resulting Company pursuant to a scheme of arrangement in
                  terms of the provisions of Section 391 to 394 of the Act.

                  (ii)     The Strategic Partner confirms its understanding that
                  it will transfer all such shares in the Resulting Company to
                  the Government as it may acquire as a consequence of this
                  transaction, that is a minimum of 25% of the Resulting
                  Company's issued equity shares or a higher number which shall
                  include shares in the Resulting Company that it may further
                  acquire as a consequence of any further sale of the Equity
                  Shares in the Company by the Government to the Strategic
                  Partner, prior to the demerger, as part consideration of
                  transfer of the Transaction Shares and any subsequent sale of
                  the Company's shares by the Government to the Strategic
                  Partner, pursuant to this transaction.

         (b)      The Strategic Partner confirms that:

                  (i)      it shall do and cause to be done all and any such
                  acts, matters, deeds and things as are necessary, usual or
                  expedient including voting in favour of the item of business
                  relating to the approval of the scheme of arrangement to
                  implement the hiving off or demerging of the Land into the
                  Resulting Company;
<PAGE>
                                                                              61


                  (ii)     it shall not directly or indirectly do or cause to be
                  done any acts, matters, deeds or things which may adversely
                  affect or delay the hiving off or demerging of the Land into
                  the Resulting Company.

         (c)      (i)      If for any reason the Company cannot hive off or
                  demerge the Land into the Resulting Company then, subject to
                  Article 5.6 (b) (iv) and (xiv) hereto at any time when the
                  Company sells or transfers the Land or agrees to sell or
                  transfer or otherwise develop the Land, the Strategic Partner
                  shall pay to the Government within seven days of the sale or
                  transfer of the Land an amount equivalent of 25% of the
                  benefit accruing to the Company pursuant to such sale or
                  transfer or otherwise development of the Land , as determined
                  by the Appraiser, after taking into account any impact under
                  the Income Tax Act, 1961.

                  (ii)     Subsequent to this Agreement and the Share Purchase
                  Agreement, if the Government sells more than 25% of its equity
                  shareholding in the Company to the Strategic Partner, then the
                  percentage of amount to be paid to the Government by the
                  Strategic Partner on account of sale or transfer or otherwise
                  development of the Land under Article 4.7(c)(i)shall increase
                  in proportion to the percentage of such further sale of equity
                  shareholding in the Company by the Government to the Strategic
                  Partner. For the purpose of this Article the term "transfer"
                  shall include sale, lease, licence, grant of development
                  rights or the parting of physical possession of the Land or
                  transfer of any interest, whatsoever, in the Land.


                                    ARTICLE V

                            MANAGEMENT OF THE COMPANY

5.1      CONSTITUTION OF THE BOARD OF DIRECTORS

         (a)      On the Closing the Board shall comprise of 12 directors.

         (b)      As long as the Government holds atleast 10% of the voting
                  equity share capital of the Company the composition of the
                  Board shall be as under:

                  (i)      Four out of twelve directors shall be permanent or
                  non-retiring directors, of which the Government and the
                  Strategic Partner shall be entitled to appoint two directors
                  each.

                  (ii)     The balance eight directors shall be liable to retire
                  by rotation. Of the retiring directors, four directors shall
                  be independent directors on the Board.

                  (iii)    Of the four independent directors the Strategic
                  Partner and the Government shall be entitled to nominate and
                  recommend names of two independent directors each.

                  (iv)     The composition of the balance four directors i.e.
                  the retiring and non independent directors shall be as under:
<PAGE>
                                                                              62


                  iv.i.    As long as the Strategic Partner together with its
                  Affiliates holds 25% of the voting equity share capital of the
                  Company, two directors shall be nominated each by the
                  Government and the Strategic Partner.

                  iv.ii.   As soon as the Strategic Partner acquires and holds
                  more than 25% but less than 30% of the voting equity share
                  capital of the Company, the Strategic Partner shall have the
                  right to appoint three directors on the Board and the
                  Government shall have the right to appoint one Director on the
                  Board.

                  iv.iii.  As soon as the Strategic Partner acquires and holds
                  more than 30% of the voting equity share capital of the
                  Company, the Strategic Partner shall have the right to appoint
                  all the four directors.

         (c)      Notwithstanding anything to the contrary, contained in this
                  Agreement (i) the Government shall have the right to appoint
                  two non retiring Directors so long as the Government holds
                  atleast 10% of the voting equity share capital of the Company
                  and (ii) the Government shall be entitled to appoint one non
                  retiring director on the Board so long as the Government is a
                  shareholder in the Company.

         (d)      Subject to the provisions of sub clauses ( c ) above and (e)
                  below, if a Person, other than a Party to this Agreement, to
                  whom a Shareholder has transferred its Shares (or any equity
                  rights or interests therein) or renounced the Right pursuant
                  to Section 3.2, requests the right to nominate one or more
                  directors, and at the time of such request, such request
                  complies with the requirements of the Act, the right to
                  nominate one or more directors (depending on the percentage of
                  the equity share holding in the Company held by the
                  Shareholder who has transferred the Shares or renounced the
                  Right, as the case may be) shall be taken from such
                  Shareholder who has transferred the Shares or renounced the
                  Right, as the case may be and not from the other Shareholders
                  and such request shall not be fulfilled by increasing the
                  total number of directors constituting the Board. For the
                  purpose of clarity and removal of doubt, if at any time after
                  the expiry of three years from the Closing, the Strategic
                  Partner, together with its Affiliates, holds less than 25% of
                  the voting equity share capital of the Company, the
                  composition of the Board shall be suitably changed in
                  accordance with the provisions of the Act.

         (e)      Notwithstanding the foregoing, at least three-fourths of the
                  total number of directors on the Board shall, at all times, be
                  Indian Nationals.

         (f)      For purposes of clarity and avoidance of doubt, the Government
                  and the Strategic Partner agree that if additional independent
                  directors are required to be appointed to the Board to comply
                  with any Laws or regulation or to comply with the provisions
                  of any listing agreement, then, by mutual agreement between
                  the Government and the Strategic Partner, either the strength
                  of the Board shall be increased to the extent required or the
                  number of directors that each of the Government and the
                  Strategic Partner shall be entitled to appoint under Article
                  5.1(a) and 5.1(b) hereof shall be proportionately reduced.
<PAGE>
                                                                              63


         (g)      The proportion of representation of the Parties on any
                  committees or sub-committees of the Board shall be the same as
                  that of the Parties on the Board.

         (h)      In the event that the Board constitutes a share transfer
                  committee for the purpose of effecting the transfer of the
                  Shares, such share transfer committee shall include one
                  nominee of the Strategic Partner and the Government each.

         (i)      The Strategic Partner, Principal(s) and the Government shall
                  cause the Company to take all and any steps as may be required
                  under the Act to effect the appointment of the directors. Each
                  of the Government and the Strategic Partner shall be entitled
                  to remove and replace its nominees (except the independent
                  directors) from time to time as provided in Article 5.3. Both
                  the Government and the Strategic Partner shall vote the Equity
                  Shares held by them to elect the directors nominated/appointed
                  in accordance with this Agreement. As long as the Strategic
                  Partner holds 25% of the then-outstanding Equity Shares, one
                  of the director nominated by the Strategic Partner shall be
                  the Managing Director of the Company.

5.2      ALTERNATE DIRECTORS

         If any director is reasonably expected to be or is absent for a period
         of not less than three (3) calendar months from India where the
         registered office of the Company is located, the Board may, at a
         meeting of the Board or by circulation of a written resolution of the
         Board in accordance with applicable Law, appoint an alternate director.
         The alternate director shall be an individual nominated by the director
         in whose place such alternate director is being appointed, and the
         Shareholders shall cause their nominees on the Board to approve the
         appointment of such individual as an alternate director.

5.3      REMOVAL, RETIREMENT AND REPLACEMENT OF NOMINEES

         Each Shareholder shall be entitled to remove any director appointed by
         it to the Board by Notice to such director and the other Parties. Any
         vacancy occurring on the Board by reason of retirement, death,
         disqualification, resignation, removal or the inability to act of any
         director for any reason whatsoever shall be filled only by another
         nominee of the Party whose nominee was so affected so as to maintain a
         Board consisting of the number of nominees specified in Article 5.1.
         Retirement of any director shall also be subject to any applicable
         provisions in the Articles of Association.

5.4      MEETINGS OF BOARD

         The Board shall meet at least once every calendar quarter and there
         shall be at least four (4) Board meetings in any given calendar year.
         In the event that a meeting of the Board is not held before the end of
         any calendar quarter period, any director may call a meeting of the
         Board upon 72 hours prior Notice to the other directors. The Managing
         Director shall work under the overall supervision, direction and
         control of the Board.

5.5      Quorum


         (a)      The quorum requirement for the Board and shareholders meeting
                  of the Company shall be governed by the provisions of the Act
                  and the Strategic

<PAGE>
                                                                              64


                  Partner shall cause the Company to ensure that the Government
                  is given written notice of at least seven days in respect of
                  Board meetings.

         (b)      Notwithstanding anything to the contrary in Article 5.5(a)
                  above, the presence of atleast one nominee director each of
                  the Government and the Strategic Partner, in case of a Board
                  meeting, or at least one authorised representative each of the
                  Government and the Strategic Partner, in case of a general
                  meeting, shall be necessary to constitute quorum for any
                  meeting in which a resolution for any of the matters specified
                  in Article 5.6(b) is to be passed and a notice of not less
                  than 7 (seven) days shall be given to the Government and the
                  Strategic Partner for any such meeting, unless the Government
                  and the Strategic Partner agrees to a shorter notice in
                  writing.

         (c)      In the event that no nominee director or authorised
                  representative of either the Government or the Strategic
                  Partner is present at a meeting referred to in Article 5.5(b)
                  above, such meeting shall stand adjourned to the same day in
                  the next week, at the same time and place, or to such later
                  day as may be notified to the Government or the Strategic
                  Partner as the case may be.

         (d)      In the event that no nominee director or authorised
                  representative of the same Shareholder, whose nominee
                  director/authorised representative was not present in the
                  meeting referred to in Article 5.5(b), is present at the
                  adjourned meeting referred to in Article 5.5(c) above, such
                  meeting shall stand adjourned to the same day in the next
                  week, at the same time and place, or to such later day as may
                  be notified to such Shareholder.

         (e)      Notwithstanding anything to the contrary in Article 5.5(b)
                  above, in the event that no nominee director / authorised
                  representative of the same Shareholder, whose nominee director
                  / authorised representative was not present in the meetings
                  referred to in Articles 5.5(b) and 5.5(c), is present at the
                  adjourned meeting referred to in Article 5.5(d), it shall be
                  deemed that the presence of the nominee director / authorised
                  representatives of such Shareholder is not required for such
                  meeting and the directors / shareholders present at such
                  adjourned Board / general meeting shall be entitled to proceed
                  with the items on the agenda in such manner as they deem fit
                  even though such items may be relating to matters listed in
                  Article 5.6(b).

5.6      APPROVAL OF MATTERS

         (a)      The property, business and affairs of the Company shall be
                  managed exclusively by and be under the direction of the
                  Board. The Board may exercise all such powers of the Company
                  and have such authority and do all such lawful acts and things
                  as are permitted by applicable Law and the Memorandum of
                  Association and Articles of Association. Subject to Article
                  5.6(b) below, all decisions, actions and resolutions of the
                  Board shall be adopted by the affirmative vote of a simple
                  majority of the members of Board.

         (b)      Notwithstanding any other provision of this Agreement or
                  otherwise permitted or provided under the Act, no obligation
                  of the Company or any of its subsidiaries shall be entered
                  into, no decision shall be made and no action shall be taken
                  by or with respect to the Company or any of its subsidiaries
                  in relation to the

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                                                                              65


                  following matters unless such obligation, decision or action
                  as the case may be, is approved, if at any meeting of the
                  Company's shareholders, duly called for the purpose of
                  considering such obligation, decision or action, by an
                  affirmative vote of the one authorised representative of both
                  the Government and the Strategic Partner, and if at the
                  meeting of the Board by an affirmative vote of, at least one
                  nominee director of each of the Government and the Strategic
                  Partner:

         (i)      Any change in the Memorandum of Association and Articles of
                  Association;

         (ii)     The granting of any security or the creation of any
                  Encumbrance on the assets of the Company or the incurrence of
                  any indebtedness or guaranteeing the debts of any Person which
                  in the aggregate at any time exceeds the net worth of the
                  Company;

         (iii)    The taking of any steps to wind-up or terminate the corporate
                  existence of the Company or any of its Affiliates or entering
                  into any arrangement with the creditors of the Company in
                  relation to all or substantial part of the assets of the
                  Company;

         (iv)     Any one or a series of transactions which causes a sale lease,
                  exchange or disposition of land and building of the Company or
                  its subsidiary which are acquired by the Company at any time
                  prior to the Closing;

         (v)      Subject to Article 5.6(b)(xv) hereunder, any sale, lease,
                  exchange or disposition of any property, assets or equipments
                  (other than land and building) of the Company or its
                  subsidiary which are acquired by the Company at any time prior
                  to the Closing;

         (vi)     The making, directly or indirectly, of loans or advances in
                  excess of Rs.500 million to any Person other than in the
                  ordinary course of business of the Company;

         (vii)    The entering into of an amalgamation, merger or consolidation
                  with any other company or body corporate;

         (viii)   Any change in the number of directors of the Company from that
                  provided in this Agreement;

         (ix)     Any agreement with or commitment to any Shareholder or its
                  Principal(s) or their respective Affiliates, except where, and
                  to the extent, (a) such agreement or commitment between the
                  Company or any of its Affiliates on the one hand and the
                  Government or any Government Authority on the other is
                  required under applicable Law or (b) such agreement is on an
                  arms' length basis and in good faith;

         (x)      Establishment of any subsidiary or associated company by
                  Company;

         (xi)     Transfer of any rights or interest in Affiliates of the
                  Company including, without limitation, Transfer of Relevant
                  Interests in securities of such Affiliates held by the
                  Company;

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                                                                              66


         (xii)    Any agreement, license or permission in respect of the use of
                  the name and/or logo of the Company (except where such
                  agreement, license or permission is for the purpose of, or in
                  connection with, advertising or promotional activities only by
                  the Company);

         (xiii)   The delegation by the Board to any Person of the Board's
                  authority to approve or authorize any matter described in this
                  Article 5.6 (b);

         (xiv)    Change directly or indirectly in the use of land and building
                  of the Company other than for the purposes of the main objects
                  of the Company as defined in the Memorandum of Association of
                  the Company;

         (xv)     Any one or a series of transactions, which causes a sale,
                  lease, exchange or disposition of obsolete equipments or
                  equipments not in use, of the Company or its subsidiary having
                  an aggregate value exceeding 25% of the total value of the net
                  fixed assets of the Company as specified in the Audited
                  Financial Statement;

         (xvi)    Any commitment or agreement to do any of the foregoing.

Notwithstanding anything to the contrary contained in this Agreement in the
event any of the aforesaid items of business mentioned in Article 5.6 (b) is not
approved by the Board or Shareholders at a meeting or otherwise then such
non-approved items shall not be implemented by the Company and the Parties shall
not directly or indirectly take any steps to cause the Company to implement such
items of business. The non-approval of the aforesaid items of business at a
meeting or otherwise of the Board or the Shareholders shall not be considered as
subject matter of dispute, difference, disagreement or the like between the
Government and the Strategic Partner and the non approval of such item of
business will not be referred to Arbitration under this Agreement.

5.7      DEEMED CONSENT

         Any resolution in writing signed by a member of the Board who is
         nominated by a Shareholder shall be deemed to constitute the consent to
         such resolution of such Shareholder and any matter recorded in the
         minutes of a meeting of directors or shareholders as having been
         approved or agreed upon, by resolution or otherwise, shall, subject to
         any contrary intention being indicated in the minutes, be deemed to
         have been consented to by a Shareholder if the minutes are signed by
         that Shareholder or, in the case of a meeting of directors, signed by
         one or more of the directors nominated and elected by that Shareholder.

5.8      VOTING REQUIREMENTS

         Excepting the matters listed in Article 5.6(b) or such matters that
         require a special resolution under the provisions of the Act, the
         Government or any other entity nominated by it shall, at all
         shareholders' meetings of the Company, exercise the voting rights
         attached to the Equity Shares of the Company held by the Government in
         the manner directed in writing by the Strategic Partner. For purposes
         of clarity and avoidance of doubt, on any resolution(s) that directly
         or indirectly relates to matters specified in Article 5.6(b) or such
         matters that require a special resolution under the provisions of the
         Act,


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                                                                              67


         the Government shall be free to exercise the voting rights attached to
         the Equity Shares held by it in the manner it deems fit.

                                   ARTICLE VI


                            TRANSFER OF EQUITY SHARES


6.1      RESTRICTIONS ON TRANSFER OF SHARES

         (a)      Except as expressly provided in this Agreement, or as may
         otherwise be unanimously agreed, the Strategic Partner shall not, for a
         period of 3 (three) years from Closing, directly or indirectly, sell,
         transfer, assign, pledge, charge, mortgage or in any other way dispose
         of or encumber ("Transfer") any Transaction Shares or the legal or
         beneficial ownership of Transaction Shares or any of its rights or
         obligations under this Agreement, to any Person.

         (b)      Notwithstanding what is provided hereinabove in Article
         6.1(a), the Strategic Partner may with the prior written approval of
         the Government, pledge the Shares held by it to a financial
         institution, a scheduled bank or a recognized lender as security for
         any loan or advances made by such financial institution, scheduled bank
         or recognized lender, provided however that the identity of the
         proposed pledgee is disclosed to the Government and such pledgee
         confirms that the pledge shall be bound by the restrictions on transfer
         of Shares and the contractual obligations and covenants as provided in
         this Agreement. The Government agrees that it shall not unreasonably
         withhold its consent to a proposal by the Strategic Partner to pledge
         the Transaction Shares held by the Strategic Partner in accordance with
         this Article.

         (c)      The Parties agree that in the event that any share transfer
         committee is constituted pursuant to Article 5.1(h), Transfer of any
         Shares held by any Shareholder shall not be approved by such share
         transfer committee without an affirmative vote of the nominees of both
         the Strategic Partner and the Government on the share transfer
         committee. Provided, however, that the Strategic Partner and the
         Government nominee on the share transfer committee shall not withhold
         their approval to any transfer of Share if such transfer is in
         accordance with the terms of the Agreement.

         (d)      No Transfer or attempt to Transfer (whether or not to an
         Affiliate) shall be permitted if there is any breach or violation,
         whether threatened or actual, of any provision of Articles 4.1, 4.2 or
         4.3.

         (e)      Notwithstanding any provision in this Agreement to the
         contrary, there shall be no Transfer or attempt to Transfer of
         Transaction Shares by any Shareholder (other than the Government) to
         any Person ( other than its Affiliate, subject to Article 6.5 ) except
         with the prior written approval of the Government with respect to the
         identity of the transferee and confirmation by the Government that the
         transferee is not a Prohibited Person.

         (f)      For a period of 3 (three) years from Closing, all share
         certificates (if any) with respect to the Shares held by the Government
         and in the event that at any time prior to


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                                                                              68


         the expiry of 3 (three) years from Closing, the Strategic Partner holds
         any of its Transaction Shares in the form of physical share
         certificates, then the share certificates for such of the Strategic
         Partner's Shares shall bear the following legend either as an
         endorsement or on the face of such share certificate:

         "THIS CERTIFICATE AND THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
         SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE SHAREHOLDERS AGREEMENT
         AND THE SHARE PURCHASE AGREEMENT BOTH OF WHICH ARE DATED 13TH FEBRUARY
         2002 AND 6TH FEBRUARY 2002 RESPECTIVELY, BY AND AMONG THE PRESIDENT OF
         INDIA, PANATONE FINVEST LIMITED, TATA SONS LIMITED, TATA POWER COMPANY
         LIMITED, TATA IRON AND STEEL COMPANY LIMITED AND TATA INDUSTRIES
         LIMITED. COPIES OF WHICH ARE ON FILE AT THE CORPORATE OFFICE OF THE
         COMPANY. SUCH SHAREHOLDERS AGREEMENT. AMONG OTHER THINGS, IMPOSES
         VARIOUS RESTRICTIONS ON THE TRANSFER, SALE, ASSIGNMENT, PLEDGE,
         HYPOTHECATION, GIFT, PLACEMENT IN TRUST (VOTING OR OTHERWISE), OR OTHER
         ENCUMBRANCE OR DISPOSAL OF AN INTEREST IN, DIRECTLY OR INDIRECTLY AND
         WHETHER OR NOT VOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE, THE
         COMPANY'S EQUITY SHARES, PAR VALUE RS. 10/- PER SHARE (THE "EQUITY
         SHARES"), AND GRANTS TO CERTAIN SHAREHOLDERS OF THE COMPANY CERTAIN
         OPTIONS TO PURCHASE AND SELL THE EQUITY SHARES." THE ABOVE LEGEND SHAL
         BE VALID FOR A PERIOD COMMENCING FROM 13TH FEBRUARY 2002 TILL 12TH
         FEBRUARY 2005 AND SHALL BE DEEMED TO HAVE AUTOMATICALLY LAPSED UPON THE
         EXPIRY OF THREE YEARS FROM THE DATE OF THE ENDORSEMENT OR THE EXPIRY OF
         THE SHAREHOLDERS' AGREEMENT WHICHEVER IS EARLIER.

         (g)      Upon the expiry of three (3) years from Closing, the Strategic
         Partner shall have the right to submit the share certificates if any
         bearing the legend to the Company and seek the substitution by a new
         share certificate without the legend.

         (h)      The Parties recognize that the Strategic Partner has executed
         a Non -Disposal Undertaking to record inter-alia, their obligations in
         order to give effect to the provisions of the Shareholders' Agreement
         requiring the Strategic Partner not to transfer the Transaction Shares
         for a period of 3(three) years from the Closing, except as provided
         herein.

6.2      RIGHT OF FIRST REFUSAL

         (a)      Subject to Article 6.1(a), if the Government desires to sell
         all or any of the voting equity shares of the Company held by it, or if
         the Strategic Partner desires to sell all or any of the Transaction
         Shares, or any other voting equity shares of the Company acquired
         pursuant to this Agreement, the Government or the Strategic Partner, as
         the case may be, (the "Offeror") shall first offer (the "Offer") to
         sell such voting equity shares of the Company to the other Shareholder
         (the "Other Shareholder"). The Offeror shall send a notice of the offer
         (the "Sale Notice") to the Other Shareholder irrevocably offering to
         sell the Offeror Shares, for cash, to the Other Shareholder.
<PAGE>
                                                                              69


         (b)      The Sale Notice shall clearly stipulate among other things,
         the number of such voting equity shares of the Company that the
         Offerors desires to sell (the "Offer Shares"), the price at which it
         wishes to sell the Offer Shares (the "Offer Price"), and details of any
         willing third party buyer, if any.

         (c)      Upon the Sale Notice being given, the Other Shareholder shall
         have the right, exercisable at its sole discretion, to purchase all,
         but not less than all, of the Offer Shares.

         (d)      Within 30 Business Days of the Sale Notice (the "Offer
         Period"), the Other Shareholder may give to the Offeror a notice in
         writing (an "Acceptance Notice") accepting the offer contained in the
         Sale Notice. If the Acceptance Notice is given by the Other
         Shareholder, the transaction of purchase and sale shall be completed
         within 60 Business Days of the expiry of the Offer Period.

         (e)      If the Other Shareholder does not give Acceptance Notice in
         accordance with the provisions of Article 6.2(d), the rights of the
         Other Shareholder, subject to the terms provided in this Article 6.2,
         to purchase the Offer Shares shall cease and the Offeror may sell the
         Offer Shares to any Person or Persons within (60) Business Days after
         the expiry of the Offer Period, for a price and on terms no more
         favourable to such Persons than those set out in the Sale Notice.
         Provided however for the first four years from the Closing the
         Government shall not sell the Offer Shares to any person other than to
         public in open market if the Other Shareholder does not give Acceptance
         Notice in accordance with the provision of Article 6.2 (d). If the
         Offer Shares are not sold within such 60 Business Day period on such
         terms, the rights of the Other Shareholder pursuant to this Article 6.2
         shall again take effect with respect to any sale of voting equity
         shares of the Company held by the Offeror, and so on from time to time.
         For the avoidance of doubt, if the Offeror proposes to sell the Offer
         Shares at a price lower than the Offer Price stipulated in the Sale
         Notice, the Offeror shall be bound to offer the Offer Shares at such
         lower price to the Other Shareholder in accordance with Article 6.2(a)
         and such lower price shall then be deemed to be the "Offer Price" for
         the purposes of this Article 6.2.

         (f)      Notwithstanding anything to contrary contained in this Article
         6.2, whenever the Government desires to sell its Shares by way of offer
         for sale in open market, Offer Price for the purposes of right of first
         refusal to the Strategic Partner shall be Fair Value. Further, if the
         Strategic Partner does not issue an Acceptance Notice, the Government
         may make an offer for sale to public at a price other than Fair Value
         and the Government will have 120 days to make an Offer for Sale to
         public and the Strategic Partner's right of first refusal will be
         reinstated only after expiry of 120 days.

         (g)      The Strategic Partner and the Government shall cause such
         resolutions to be passed at the shareholders' meeting and Board meeting
         as may be required for listing of the Company's Shares at the Stock
         Exchange(s), under applicable Law, including without limitation,
         Securities Exchange Board of India guidelines and listing conditions.
         Further, the Strategic Partner and the Government through their
         respective nominee directors shall cause the Company to comply with all
         Securities and Exchange Board of India guidelines, issue norms and
         listing guidelines and all other conditions for listing under
         applicable Law.


<PAGE>
                                                                              70


         (h)      Except when the sale is to public pursuant to an offer for
         sale, the Other Shareholder shall be entitled to require proof that the
         purchase and sale of the Offer Shares was completed at a price and on
         terms no more favourable than those that would have been applicable had
         the Other Shareholder agreed to purchase the Offer Shares

         (i)      All Sale Notices, Acceptance Notices or any other notices
         given under this Article shall be given concurrently to the Company.

         (j)      Notwithstanding anything to the contrary in this Article 6,
         the Government, shall at its sole discretion, have the option of
         selling from its shares representing not more than 2% (two percent) of
         the equity share capital existing as of date of this Agreement, to the
         employees of the Company. In the event that the Government exercises
         its option to sell part of its shares to the employees, the employees
         shall be issued fresh share certificates for the shares transferred to
         the employees, without the endorsement of the legend provided in
         Article 6.1(f). The Parties agree that, upon the completion of
         transfer, the shares transferred to the employees pursuant to this
         Article 6.2 (j) shall not be subject to any restrictions in the
         Agreement, whether by way of a voting arrangement or a right of first
         refusal.


6.3      TAG ALONG RIGHT

         (a)      Notwithstanding anything to the contrary in this Article 6.3,
         but subject to the restrictions in Articles 6.1 and 6.2 in the event
         that the Government decides not to exercise its right to first refusal
         pursuant to a Sale Notice (as defined in Article 6.2(a)), the
         Government at any time before the expiry of the Offer Period (as
         defined in Article 6.2(d)), may instead of exercising its right to
         purchase the Offer Shares (as defined in Article 6.2(b)), send a tag
         along notice (the "Tag Along Notice") to the Strategic Partner
         requiring the Strategic Partner to ensure that the proposed third party
         purchaser of the Offer Shares purchases the Equity Shares offered by
         the Government at the same price and on the same terms as the Offer
         Shares.

         (b)      In the event that the Government delivers a Tag Along Notice
         to the Strategic Partner, the Strategic Partner shall ensure that along
         with the Offer Shares, the proposed third party purchaser also acquires
         the shares specified in the Tag Along Notice for the same consideration
         and upon the same terms and conditions as applicable to the Offer
         Shares.

         (c)      In the event that the proposed third party purchaser is
         unwilling or unable to acquire all of the Offer Shares and the
         Government's equity shares mentioned in the Tag Along Notice, upon such
         terms then the Strategic Partner may elect either to cancel proposed
         transfer or to allocate the maximum number of equity shares of the
         Company which the proposed third party purchaser is willing to purchase
         among the Sale Shares and the shares mentioned in the Tag Along Notice
         pro-rata in the ratio of equity shareholding in the Company at such
         time of the Strategic Partner and the Government and to complete such
         transfer on such terms.


<PAGE>
                                                                              71


         (d)      Notwithstanding anything to the contrary in this Agreement,
         the Strategic Partner shall not be entitled to sell or transfer any of
         the Offer Shares to any proposed purchaser / transferee unless the
         proposed purchaser / transferee simultaneously purchases and pays for
         the required number of equity shares mentioned in the Tag Along Notice
         in accordance with the provisions of this Article 6.3.

6.4      EVENT OF BANKRUPTCY OF THE  STRATEGIC PARTNER

         (a)      If an Event of Bankruptcy occurs in relation to the Strategic
         Partner, the Strategic Partner shall give notice of such Event of
         Bankruptcy ("Bankruptcy Offer Notice") to the Government within 15
         Business Days of such Event of Bankruptcy, offering to sell all, but
         not less than all, of the voting Equity Shares beneficially then owned
         by the Strategic Partner and its Affiliates to the Government or its
         nominee at Fair Value as determined pursuant to Article 6.7 (b).

         (b)      Within 60 Business Days of the Fair Value being determined in
         accordance with Article 6.7 (for the purposes of this Article the
         "Offer Period") the Government may give to the Strategic Partner, with
         a copy to the Company, a notice in writing exercising its right to
         purchase or cause its nominee(s) to purchase the voting Equity Shares
         under this Article 6.4 (a "Bankruptcy Acceptance Notice"). If the
         Bankruptcy Acceptance Notice is given by the Government, the
         transaction of purchase and sale shall be completed within 60 Business
         Days of the expiry of the Offer Period.

         (c)      Upon the completion of the purchase of the Strategic Partner
         shares by the Government or its nominee(s) pursuant to this Article
         6.4, the Government shall be constituted as successors in interest of
         the Strategic Partner to the extent of the equity shares of the Company
         held by the Strategic Partner and the Government and / or its
         nominee(s) as the case may be, shall be entitled to succeed to, and be
         transmitted as a successor Shareholder on the register of members of
         the Company.


6.5      PERMITTED TRANSFERS

         (a)      Any Securities held by the Strategic Partner may be
         Transferred to a Person who is an Affiliate of the Strategic Partner
         provided that, in connection with any such Transfer (i) the transferee
         shall, in writing, assume all rights and obligations of the transferor
         under this Agreement, and (ii) effective provision is made whereby the
         transferee and the transferor are bound, prior to the transferee
         ceasing to be an Affiliate of Strategic Partner to effect the Transfer
         back to the Strategic Partner, of all (but not less than all) such
         Securities held by the transferee.

         (b)      Notwithstanding the completion of any Transfer by the
         Strategic Partner to an Affiliate pursuant to this Article 6.5, the
         Strategic Partner shall continue to be bound by all the obligations
         under this Agreement as the principal obligator.

6.6      CALL OPTION

         (a)      The Parties hereby agree that upon the expiry of the fourth
         anniversary of the Closing, for a period of one year thereafter, the
         Strategic Partner shall have the option to issue a notice ("Call
         Notice") to the Government, thereby requiring the Government to sell to
         the Strategic Partner within a period of 30 (thirty) days from the date
         of


<PAGE>
                                                                              72


         determination of Fair Value (the "Call Period"), of all but one voting
         Equity Shares in the Company then held by the Government, (the "Called
         Shares") and the Government in that event shall be under mandatory
         obligation to sell the Called Shares as aforesaid. The price for the
         sale and purchase of the Called Shares pursuant to this Article shall
         be the Fair Value of the Called Shares as determined in accordance with
         Article 6.7 of this Agreement;

         (b)      The Parties shall cause the Fair Value of the Called Shares to
         be determined within 60 (sixty) days of the date of receipt of the Call
         Notice.

         (c)      If the purchase, pursuant to the Call Notice, is not completed
         by the Strategic Partner, the Government shall be relieved of its
         obligations to sell the Called Shares specified in Article 6.6 herein.
         For the avoidance of doubt, other than the right of first refusal
         provided in Article 6.2 and the tag along rights provided in Article
         6.3, there shall be no restriction on the right of the Government to
         Transfer any or all of its Shares till such time that the Call Notice
         is received by the Government.

6.7      DETERMINATION OF FAIR VALUE

         (a)      The Fair Value for the purpose of Articles 6.2(f), 6.4(a), 6.6
         and 6.8(a) shall be determined in accordance with Article 6.7 (b),

         (b)      For the purpose of Article 6.7(a) the Government and the
         Strategic Partner shall appoint the Appraiser to determine the Fair
         Value of the relevant voting equity shares of the Company. The
         Appraiser shall determine the value of the equity shares in accordance
         with the principles of valuation set forth in Schedule 6.7. The
         Appraiser shall deliver its report to the Government and the relevant
         Shareholder as soon as practicable, but in any event not later than 60
         days after its selection as Appraiser. The valuation arrived at by the
         Appraiser, made as an expert and not as an umpire or arbitrator, shall
         be final and binding on the Parties and no appeal shall lie from such
         valuation. All costs and expenses relating to the determination of the
         Fair Value of any Transaction Shares of the Company pursuant to Article
         6.7(b) shall be, unless otherwise expressly provided, shared equally
         among the Government and the relevant Shareholder(s) provided that if
         the sale or purchase of Equity Shares under this Agreement is pursuant
         to a breach by either Party, then the defaulting Party shall bear the
         entire cost and expenses relating to the determination of the Fair
         Value of any voting equity shares of the Company pursuant to this
         Article 6.7.

         (c)      The Parties shall cooperate in good faith with each other and
         the Appraiser and shall use their best efforts to respond promptly to
         any reasonable request by the Appraiser. Any projections and other
         information concerning the business of the Company and its operations
         and sales, whether historical or projected, submitted (or to be
         submitted) to the Appraiser shall have been (or shall be) prepared in
         good faith and in accordance with generally accepted accounting
         principles consistent with the past practice of the Company.


6.8      CONSEQUENCES OF FUNDAMENTAL EVENT OF DEFAULT AND EVENT OF DEFAULT

         (a)      If the Strategic Partner commits any breach or default of the
         terms of this Agreement or if there is an occurrence of an Event of
         Default, which, if capable of being
<PAGE>
                                                                              73


         remedied, is not remedied within 60 days of receipt of notice of such
         breach, or if there is an occurrence of Fundamental Event of Default,
         the Government shall have the right, exercisable at its sole
         discretion, at any time within 90 days of the day it became aware of
         such breach or default (without giving any notice to remedy such
         breach), to give notice (such notice being referred to in this Article
         6.8 as the "Default Notice") to the Strategic Partner by the Government
         to either:

                  (i)      Sell all or any of the voting equity shares of the
                  Company held by the Government to the Strategic Partner (such
                  offer being referred to in this Article 6.8 as, an "Right to
                  Sell") at a price that is equivalent to 125% of the price of
                  such equity shares determined in accordance with Article 6.7.
                  Provided however, that the event of breach committed by the
                  Strategic Partner is a Fundamental Event of Default, the price
                  at which the Government will have the right to sell its Equity
                  Shares to the Purchaser shall be 150% of the price of such
                  equity shares determined in accordance with Article 6.7.

                  (ii)     Purchase, directly or indirectly, through a
                  designated nominee, all or any of the voting equity shares of
                  the Company held by the Strategic Partner or its Principal(s)
                  or its Affiliates (such offer being referred to in this
                  Article 6.8 as, an "Right to Purchase") at a price that is
                  equivalent to 75% of the price of such shares determined in
                  accordance with Article 6.7. Provided however, that the event
                  of breach committed by the Strategic Partner is a Fundamental
                  Event of Default, the price, at which the Government will have
                  the right to buy the Equity Shares then held by the Strategic
                  Partner or its Principal(s) or its Affiliates shall be 50% of
                  the price of such equity shares determined in accordance with
                  Article 6.7.

         (b)      Within 30 Business Days of the Default Notice being given
         containing the Right to Sell or the Right to Purchase, as the case may
         be, the Strategic Partner shall complete the transaction of the
         purchase and sale.

         (c)      The Strategic Partner shall be liable for all costs and
         expenses (including reasonable legal fees) including, but not limited
         to, those that the Government or its nominee may incur to complete the
         transaction of sale and purchase pursuant to this Article 6.8 and
         comply with the applicable rules and regulations of the Securities and
         Exchange Board of India.


6.9      CLOSING FOR SALE AND PURCHASE

         The closing of any purchase or sale of the Transaction Shares pursuant
         to Articles 6.2, 6.4, 6.6 and 6.8 shall take place as provided in
         Schedule 6.9 of the Agreement.

6.10     COMPLIANCE WITH LEGAL REQUIREMENTS

         Notwithstanding any other provision of this Agreement to the contrary,
         a Transfer will not be permitted without the making of all applicable
         Notices and the receipt of all applicable governmental approvals and/or
         authorisations as required by applicable Law or until the Board has
         received such legal opinions, assurances or other evidence that such

<PAGE>
                                                                              74


         Transfer complies with applicable Law and the terms of this Agreement
         in all material respects as the Board deems appropriate in light of the
         facts and circumstances relating to such proposed Transfer, together
         with such representations, warranties and indemnifications from the
         transferor and the transferee as the Board deems appropriate to confirm
         the accuracy of the facts and circumstances that form the basis for
         such opinion or other assurances and to protect the Company from any
         liability resulting from any such Transfer.


                                   * * * * *