<PAGE>

                                                                     EXHIBIT 2.2

                       DEBENTURE SUBSCRIPTION AGREEMENT

    This AGREEMENT is made at Chennai this 31st day of March Two Thousand.

                                    BETWEEN

     Satyam Infoway Ltd. a public limited company incorporated under the
Companies Act, 1956 and having its registered office at MayFair Centre, 1-8-
303/36, S.P. Road, Secunderabad 500 003 (hereinafter referred to as "the
Company", which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors) of the One Part;

                                      AND

     IDBI Bank, a banking company incorporated in India with limited liability,
having its registered office at Chaturvedi Mansion, 2nd Floor, 26/4, Old
Palasia, Agra-Bombay Road, Indore 452 001 and among other places a branch at
"P.M.Towers", 37 Greams Road, Chennai - 600 006 (hereinafter referred to as "the
Investor", which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors and assigns) of
the Other Part.

WHEREAS:

     (i)   the Company is in need of finance for the purposes set out in this
Agreement and has approached the Investor requesting the Investor to finance its
requirements.

     (ii)   the Investor is willing to finance the company by subscribing to the
Non Convertible Debentures (as hereinafter defined) inter alia on the condition
that the Company shall enter into this Debenture Subscription Agreement.

     (iii)  The parties hereto desire to record the terms and conditions of
their agreement as under:

     IT IS HEREBY AGREED BY & BETWEEN THE PARTIES HERETO AS UNDER:

                                   ARTICLE 1
                                  DEFINITIONS

          In this Agreement, unless the context otherwise requires, the
following terms shall have the following meanings:

     1.1  "Material Adverse Effect" shall mean a material adverse effect on (i)
           -----------------------
the assets, business, properties, liabilities, financial condition, results,
operations or prospects of the Company, and (ii) the ability of the Company to
perform its obligations under this Agreement.
<PAGE>

     1.2  "Non Convertible Debentures" means the 2,50,000 debentures which may
           --------------------------
be issued by the Company to the Investor pursuant to this Agreement, inter alia
on the terms and conditions set out in Annexure I to this Agreement.
                                       ----------

                                   ARTICLE 2
                  SUBSCRIPTION OF NON CONVERTIBLE DEBENTURES

          Subject to the terms and conditions of this Agreement, and in reliance
upon the agreements, undertakings, covenants, warranties and representations set
forth in this Agreement, the Investor agrees to subscribe to, and the Company
agrees to issue, allot and deliver to the Investor 2,50,000 (Two lakhs fifty
thousand), 13% Non Convertible Debentures of the Company of the face value of
Rs.100/- each (hereinafter referred to as the "Investor's Securities") for cash
                                               ---------------------
for the aggregate issue price of Rs.2,50,00,000/- (Rupees Two Crores fifty lakhs
Only).  (hereinafter referred to as "the Subscription Amount".)
                                     -----------------------

          The Company shall fulfill all the Conditions Precedent set out below
within thirty days of the date of execution of this Agreement or such extended
date as the Investor may in its discretion specify from time to time. Upon the
fulfillment of the conditions precedent the Company shall forward to the
Investor the application form for the subscription of the aforesaid Non
Convertible Debentures. Upon being satisfied about the fulfillment of the
Conditions Precedent the Investor shall apply for the Non Convertible Debentures
and shall also forward the Subscription Amount thereto with such application
form to the Company. The Company shall allot, issue and deliver the Non
Convertible Debentures to the Investor within a period of 15 days from the date
of receipt of such application, failing which the Company shall pay an
additional default interest of 2% from the date of such default till the date of
actual delivery of the Non Convertible Debenture.

                                   ARTICLE 3
                                   PURPOSES

          The Company hereby expressly intimates, informs, agrees, covenants
to/with the Investor that the Subscription Amount shall be utilized exclusively
for the purposes set out hereunder and for no other purpose:

          .  Purchase of Building at Andheri, Mumbai

                                   ARTICLE 4
                             CONDITIONS PRECEDENT

          The Investor shall not be obliged to subscribe to the Investor's
Securities or any of them unless and until the Company shall have performed all
its obligations and undertakings contained in this Agreement, complied with the
subscription procedure and shall also have complied with the following
conditions precedent:

                                       2
<PAGE>

     4.1  Representations and Warranties.
          ------------------------------

          The representations and warranties of the Company contained in Article
4 shall be true (i) on and as of the date hereof, and (ii) on and as of the date
of any subscription of the Investor's Securities (as if made on such date), and
the Company shall have provided to the Investor a certificate to that effect
on/as on the date specified in clause (ii).

     4.2  Corporate Action.
          ----------------

          That the Company shall have full power, capacity and authority to
execute, deliver and perform this Agreement and shall have taken all necessary
action (corporate, statutory or otherwise) to allot the Investor's Securities to
the Investor on the terms and conditions contained in this Agreement and to
authorize the execution, delivery and performance of this Agreement. Without
prejudice to the generality of the aforesaid, the company shall have:

          .  Passed Board Resolution authorizing the Company to issue the Non
             Convertible Debentures.
          .  Pass Board Resolution authorizing the Company to enter into this
             Agreement.
          .  Issue certificate to the Investor that the borrowing by the Company
             under this Agreement is within the limits of section 293(1)(d) of
             the Companies Act, 1956.
          .  Pass General Meeting resolutions where required.
          .  Pass Board Resolution delegating the power to negotiate, finalize
             and execute this Agreement to its authorized officials.

     4.3  No Material Adverse Change.
          --------------------------

          There shall not have occurred any Material Adverse Effect.

     4.4  Latest Financial Statements.
          ---------------------------

          The Company shall have furnished to the Investor the Company's latest
audited Profit and Loss Account and Balance Sheet including the latest half
yearly audited/unaudited results of the Company.

     4.5  Consents and Coordination.
          -------------------------

     All consents and waivers of the shareholders of the Company, governmental
authorities and other third parties that are required in connection with the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby (including, without limitation, any consents
required from the Company's lenders and waivers of any lock-in restrictions)
shall be duly obtained and effective.

                                       3
<PAGE>

                                   ARTICLE 5
              COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS

     5.1  The Company hereby represents, warrants, assures, declares, confirms,
covenants and undertakes as follows:

          5.1.1  The Company's present:

               (i)  authorized share capital is Rs. 25,00,000,00/- (Rupees
                    Twenty five crores only) divided into 2,50,000,00 (Two crore
                    fifty lakhs) Equity Shares of Rs.10/- each;

               (ii) issued, subscribed and paid-up share capital is
                    Rs.21,78,22,500/-(Rupees Twenty one crore seventy eight lakh
                    twenty two thousand five hundred only) divided into
                    2,17,82,250 (Two crore seventeen lakh eighty two thousand
                    two hundred and fifty) Equity Shares of Rs.10/- each.

          5.1.2  That the present secured debt due by the Company is
Rs.18,78,43,828/-(Rupees Eighteen crore seventy eight lakhs forty three thousand
eight hundred and twenty eight only).

          5.1.3  That the present debt due by the Company (both secured and
unsecured, trade creditors and sundry creditors being included) is
Rs.18,78,43,828/-(Rupees eighteen crore seventy eight lakhs forty three thousand
eight hundred and twenty eight only).

          5.1.4  That the present debt - equity ratio of the Company is 1:54.

          5.1.5  That the present contingent liability of the Company is to the
tune of Rs.2,30,57,400/- (Rupees Two Crores thirty lakhs fifty seven thousand
and four hundred only).

          5.1.6  All accounts and financial statements furnished by the Company
to the Investor have been prepared in accordance with accounting standards and
practice in force in India consistently applied during the periods involved
(except as stated in the published financial statements) and present truly and
fairly the financial position and results of operations of the Company; and the
Company has no liabilities or obligations of any nature (absolute, accrued,
contingent or otherwise) which are not fully reflected or reserved against in
the balance sheet included in such financial statements.

          5.1.7  That the Investor's Securities shall be freely transferable by
the Investor and there is/will be no lock-in or other restrictions concerning
the same or the transfer of the same. That the information furnished/to be
furnished by the Company to the Investor in connection with or for obtaining the
subscription of the Investor's Securities is / will be true, complete and
correct and not misleading in any respect.

          5.1.8  Nothing in this Agreement conflicts with the Memorandum or
Articles of Association of the Company, true and complete copies of which have
been provided to the Investor.

                                       4
<PAGE>

          5.1.9  This Agreement has been duly executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms. Neither the making
of this Agreement nor compliance with its terms will be in violation of any law
or conflict with or result in the breach of or constitute a default or require
any consent under any decree, order, judgment, indenture, agreement or other
instrument to which the Company is a party or by which it is bound.

          5.1.10  The Company, its business and the Purposes for which the
Subscription Amount is to be utilised are in compliance with and are not in
default or violation in any respect of any Law, statute, order, rule,
regulation, bylaw, notification, policy or guideline of the Government or any
authority applicable to the Company.

          5.1.11  There are no legal, quasi-legal, administrative, arbitration,
mediation, conciliation or other proceedings, claims, actions or governmental
investigations of any nature pending against the Company or its Directors, or
any person in management of the Company or against any employee or to which the
Company or any of its assets are or may be subject, and, to the best knowledge
of the Company, there has not been threatened any such proceeding, claim, action
or governmental investigation against the Company which relates in any manner to
this Agreement or the transactions contemplated hereby or which individually or
in the aggregate would, if adversely determined, have a Material Adverse Effect.
The Company is not subject to any order, judgment or decree of any Court,
Tribunal, Board, Bench or any Governmental Entity or authority which relates in
any manner to this Agreement or the transactions contemplated hereby or thereby
or which has or may have a Material Adverse Effect.

          5.1.12  None of the following has occurred and is subsisting and no
notice in connection therewith has been served, in relation to the Company:

                  (i)    An application to a court for an order, or the making
                         of any order, that the Company be wound up, that a
                         liquidator, receiver or custodian be appointed of the
                         Company or any of its assets or that the Company be
                         placed in bankruptcy.

                  (ii)   The passing of a resolution for winding up of the
                         Company or any proposal or apprehension for/or passing
                         such resolution.

                  (iii)  The convening of a meeting or passing of a resolution
                         to appoint a liquidator.

                  (iv)   A scheme of arrangement, amalgamation or reconstruction
                         of the Company, or arrangement or composition with, or
                         assignment for the benefit of, all or a class of
                         creditors.

                  (v)    The taking of any action to seize, attach, take
                         possession of or appoint a custodian, receiver,
                         liquidator or manager in respect of the Company or any
                         shares or property of the Company.

                                       5
<PAGE>

          5.1.13  The Company will continue to comply and be in compliance with
all Laws, regulations, guidelines, notifications, etc. pertaining to pollution,
control and/or environment that may be in force or issued by the concerned
authorities from time to time.

          5.1.14  The Company has not, and none of its directors, officers,
agents or employees has/have, committed or omitted to do any act or thing the
commission or omission of which is in contravention of any Law including any
applicable pollution control or environmental Laws.

          5.1.15  The business of the Company has been operated in the usual and
ordinary course consistent with past practice and:

                  (i)    there has been no event, condition or change that
                         individually or in the aggregate has had or could
                         reasonably be expected in the foreseeable future to
                         have a Material Adverse Effect;

                  (ii)   the Company has not entered into any transaction or
                         incurred any liability or obligation, except in the
                         ordinary and usual course of its business;

                  (iii)  the Company has not sold or transferred any of its
                         assets nor incurred any indebtedness except in the
                         ordinary and usual course of its business;

                  (iv)   the Company has not sold and leased back any of its
                         assets or incurred any indebtedness except in the
                         ordinary and usual course of its business;

                  (v)    the Company has not changed its accounting policies or
                         procedures;

                  (vi)   the Company has not made any material investment nor
                         acquired any assets other than in the ordinary and
                         usual course of business.

          5.1.16  All the Company's agreements are in accordance with all
applicable laws and are enforceable in accordance with their respective terms
and all legal, exchange control, regulatory and other approvals for or in
connection therewith have been duly obtained and all conditions imposed under
all such approvals have been observed.

          5.1.17  The Company is not in breach of any agreement with any person
who has provided loans, deposits, advances, guarantees or other financial
facilities to the Company or at the Company's instance.

          5.1.18  The Company duly owns or holds valid and subsisting licenses
in respect of all trade names, trademarks, patents, designs and other
intellectual property used or intended to be used by the Company in the course
of its business and the same are duly registered in the name of the Company and
have not become voidable.

                                       6
<PAGE>

          5.1.19  The Company duly owns or holds all other material consents,
licenses, franchises, permits and authorisations necessary for the lawful
conduct, ownership and operation, of its businesses, and the same are valid and
subsisting and have not become voidable.

          5.1.20  The Company does not have and does not anticipate any claims
or liabilities including, without limitation, provident fund or labour dues,
income/corporate or other Taxes, duties, levies or cesses, royalties, license
fees, lease rentals, interest costs, penal levies, default rates, damages,
claims, penalties etc. (whether present, future or contingent) which are not
expressly disclosed either:

                  (i)    in the Company's last balance sheet furnished to the
                         Investor or

                  (ii)   otherwise to the Investor in writing as "off-balance
                         sheet liabilities".

          5.1.21  Except as set forth in Annexure II, the Company has a good and
                                         -----------
marketable title to all of its assets and properties, free and clear of any
material pledges, Liens, security interests, claims or other encumbrances of any
kind.  With respect to any assets or properties it leases, the Company holds a
valid leasehold interest therein, free and clear of any Liens, is in compliance,
in all material respects, with the terms of the applicable lease, and enjoys
peaceful and undisturbed possession under such lease.  All of the Company's
assets and properties that are material to the conduct of its business as
presently conducted or as proposed to be conducted are in good operating
condition and repair, subject to ordinary wear and tear.  The Company's
inventory is in good and marketable condition, does not and will not include any
material quantity of items which are obsolete or damaged and is saleable in the
normal course of the Company's business as currently conducted.

          5.1.22  All Taxes due and payable by the Company have been paid, and
all Tax returns and reports required to be filed by the Company have been timely
and correctly filed. There are no claims now pending or matters under dispute
with any Taxing authority in respect of any Tax of the Company.

          5.1.23  The issue of the Investor's Securities is not in contravention
of the provisions of the Companies Act, 1956, including the provisions of
section 58A of the Companies Act and/or the Companies (Acceptance of Deposits)
Rules, 1975 and/or Non-Banking Financial Companies (Reserve Bank) Directions,
1977.

     5.2  All representations and warranties of the Company in this Agreement
shall survive the execution, delivery and termination of this Agreement, the
consummation of the transactions contemplated hereby and the transfer of the
Investor's Securities by the Investor.

     5.3  The Company is aware that the Investor has entered into this Agreement
and has agreed to subscribe to the Investor's Securities on the basis of the
Company's representations, warranties, statements and covenants contained in
this Agreement and/or otherwise made to the Investor.

                                       7
<PAGE>

                                   ARTICLE 6
             COVENANTS & CONDITIONS APPLICABLE DURING CURRENCY OF
                               DEBENTURE HOLDING

     6.1  So long as the Investor continues to hold at least 5000 Non
Convertible Debentures of the Company, unless otherwise previously agreed to by
the Investor in writing, the Company agrees and undertakes as follows:

          6.1.1  To use the Subscription Amount solely for the purposes set out
in Article 2 above.

          6.1.2  As and when required by the Investor to furnish to the Investor
a detailed statement showing the manner in which the Subscription Amount has
been utilised.

          6.1.3  To keep such records as the Investor may require to facilitate
verification of the utilisation of the Subscription Amount.

          6.1.4  To permit the Investor and its / their authorized
representatives to carry out technical, financial and legal inspections and to
visit and inspect any and all facilities, construction sites, plants,
installations, sites, works, buildings, property, offices, equipment, records
and documents relating to the Company. The Investor and such representatives
shall have free access at all reasonable times to the Company's properties,
books and records and shall receive full cooperation and assistance from the
Company and its officers and employees.

          6.1.5  To permit any nominee of the Investor to examine the Company's
books, records and papers and the Company agrees to give all facilities to
enable such person to report on the business of the Company at any time. The
cost of inspection, including domestic (i.e. within India). traveling and all
other reasonable expenses in connection therewith shall be payable by the
Company.

          6.1.6  Not to undertake or permit any merger, consolidation or
reorganisation or scheme of arrangement or compromise with its creditors or
shareholders or effect any scheme of amalgamation or reconstruction.

          6.1.7  To provide to the Investor all such information relating to the
Company's goods, services, operations and other matters as the Investor may from
time to time at its discretion request, including information relating to the
administration, management and financial condition of the Company.

          6.1.8  To promptly notify the Investor if it has notice of any
application for winding up having been made or of any statutory notice of
winding up under the provisions of the Companies Act, 1956, or any other notice
under or in respect of any other legal process filed or intended to be filed or
initiated against the Company or if a custodian, liquidator or receiver is
appointed of any of its properties, business or undertaking.

          6.1.9  To promptly inform the Investor of the happening of any labour
strikes, lockouts, shutdowns, fires or any event likely to have a substantial
effect on the Company's

                                       8
<PAGE>

profits or business and of any material changes in the rate of production or
sales of the Company with an explanation of the reasons thereof.

          6.1.10  To keep insured at all times and maintain insurance policies
in a sufficient amount and with such coverage as are generally maintained by
responsible companies in the same industry and such policies shall be such as to
sufficiently cover liabilities considered normal in the course of business of
the Company.

          6.1.11  To promptly inform the Investor of any material loss or damage
which the Company may suffer due to any force majeure circumstances or act of
God such as fire, earthquake, flood, tempest, typhoon, etc. against which the
Company may not have insured its properties.

          6.1.12  To submit to the Investor its duly audited annual accounts
within six months from the close of its accounting year or such extended period,
if any, as may be permitted by law.

          6.1.13  To inform the Investor of any change in ownership, control
and/or management of the Company.

          6.1.14  To furnish to the Investor such financial statements, budgets
and financial plans as the Investor may specify, covering such periods as the
Investor may specify.

          6.1.15  The Company shall provide, from time to time, such additional
information to the Investor as the Investor may require.

          6.1.16  If so required by the Investor, to subdivide or consolidate
debenture certificates at any time within a period of one month without payment
of any fees.

          6.1.17  Except as may be required by Law, the Company shall not use
the name of, or make reference to, the Investor in any press release or in any
public manner without the Investor's prior written consent.

                                   ARTICLE 7
                      EVENTS OF DEFAULT AND CONSEQUENCES

          In event of:

                  (i)    the Company failing to redeem the Non Convertible
Debentures on being called upon to do so, pursuant to the terms and conditions
under which the Non Convertible Debentures are issued or otherwise and/or
failing to pay interest, costs, charges, expenses or other sum whatsoever in
accordance with the terms and conditions of this Agreement and/or

                  (ii)   the Company committing breach of the covenants and
conditions of this Agreement and/or any of the provisions of this Agreement
and/or

                                       9
<PAGE>

                  (iii)  any statement, representation, warranty or confirmation
on the part of any of the Company being found to be incorrect or untrue and/or

                  (iv)   there exists circumstances which in the opinion of the
Investor prejudicially affects or may affect the Investor's interest or the
Company's ability to redeem the Non Convertible Debentures or pay any amount to
the Investor and/or

                  (v)    the Company is in breach of the terms and conditions of
issue of the Non Convertible Debentures, including without limitation failure to
pay the interest on the Non Convertible Debentures on the date(s) that it is due
and/or

                  (vi)   there is a change in ownership, management and/or
control of the Company including without limitation any change in the chief
executive officer or the managing director, by whatever name called and/or

                  (vii)  the Company receives a notice from any person
threatening winding up action against the Company and/or

                  (viii) a meeting is called by the creditors/members of the
Company for the purpose of passing any resolution for winding up of the company
and/or

                  (ix)   any proceedings are filed in a Court of law, where the
relief that is asked is, inter alia the winding up of the Company and/or

                  (x)    any other event / material change which prejudicially
alters the Investor's interest Securities and/or

                  (xi)   any information provided to the Investor by the Company
is found to be false, untrue or incorrect and/or

                  (xii)  the Subscription Amount is utilized for any purpose
other than the purpose(s) enumerated in this Agreement and/or

                  (xiii) if the Company receives notice of any application for
winding up having been made or of any statutory notice of winding up under the
provisions of the Companies Act, 1956, or any other notice under or in respect
of any other legal process filed or intended to be filed or initiated against
the Company or if a custodian, liquidator or receiver is appointed of any of its
properties, business or undertaking and/or

                  (xiv)  any labour strikes, lockouts, shutdowns, fires
occurring in respect of any unit/undertaking or part of such unit/undertaking of
the Company; then, without prejudice to the Investor's other rights, the
Investor shall be entitled to declare the Non Convertible Debentures to be
forthwith due and payable and thereupon the same shall become forthwith due and
payable and the Company shall forthwith (and in any event within 48 hours of the
Investor calling upon the Company to do so) pay the same (together with all
arrears) to the Investor without demur or delay.

                                      10
<PAGE>

                                   ARTICLE 8
                             MORE FAVORABLE TERMS

          In the event of any person subscribing to the Company's Non
Convertible Debentures on terms which are directly or indirectly more favorable
than those on which the Investor is subscribing to the Investor's Securities,
the Investor shall be entitled to such favorable terms.

                                   ARTICLE 9
                       TRANSFER OF INVESTOR'S SECURITIES

          The Investor may at any time after the execution of this Agreement
transfer any or all of the Investor's Securities to any other person/concern at
its discretion and there shall be no lock in on the Investor's Securities.

                                  ARTICLE 10
                          MISLEADING STATEMENTS, ETC.

          Without prejudice to what is stated above, if the Company or any
official or employee of the Company has made or at any time makes any statement
or representation to the Investor which is false, incorrect or misleading, the
Investor shall, in addition to what is stated above, be entitled to take such
proceedings, civil and/or criminal, against the Company, its officials and/or
employees as the Investor thinks fit.

                                  ARTICLE 11
                             SUCCESSORS & ASSIGNS

          The Investor may assign its respective rights under this Agreement in
whole or in part to any transferee. The Company may not assign any of its rights
or delegate any of its duties under this Agreement without the prior written
consent of the Investor. Any purported assignment in violation of this Article
shall be void.

                                  ARTICLE 12
                              PARTIAL INVALIDITY

          If at any time any provision hereof is or becomes or is held to be
illegal, invalid or unenforceable in any respect, the legality, validity or
enforceability of the remaining provisions hereof shall in no way be affected or
impaired thereby.

                                  ARTICLE 13
                                    WAIVER

          No delay in exercising or omission to exercise any right, power or
remedy accruing to the Investor under this Agreement or any other agreement or
document shall impair any such right, power or remedy or be construed to be a
waiver thereof or any acquiescence in such default, nor shall the action or
inaction of the Investor in respect of any default or any acquiescence by it in

                                      11
<PAGE>

any default, affect or impair any right, power or remedy of the Investor in
respect of any other default.

                                  ARTICLE 14
                                 JURISDICTION

          All parties hereby agree to submit to the exclusive jurisdiction of
the competent Courts in Mumbai in respect of all matters arising out of this
Agreement.

                                  ARTICLE 15
                                 MISCELLANEOUS

     15.1  Service of Notice.
           -----------------

           Any notice provided for in this Agreement shall be in writing and
shall be either personally delivered or mailed by Registered Post A.D. (postage
prepaid) or sent by reputable overnight courier service (charges prepaid) to the
addressee at the address set forth in the title and to any subsequent holder of
Investor's Securities subject to this Agreement at such address as indicated by
the Company's records, or at such address in India as the recipient party has
specified by prior written notice to the sending party. In the case of any
notice to the Investor, a copy of such notice shall also be delivered to the
Investor at the following fax number and/or such other addresses/ fax numbers as
may be notified by the Investor to the Company in writing:

          The Vice President
          IDBI Bank Ltd.
          PM Towers, 37, Greams Road
          Chennai-600 006

          However such notice shall be deemed to be received by the Investor
only on the day on which it is actually/physically delivered to the Investor.

     15.2  Headings.
           --------

           The headings of various Clauses, Articles and Sections in this
Agreement are inserted for convenience of reference only and shall not affect
the construction of the relative provisions.

     15.3  Effective Date and Term of Agreement.
           ------------------------------------

           15.3.1  This Agreement shall become binding on the Company and the
Investor on and from the date first above written.

           15.3.2  Unless otherwise stated (expressly or by implication) in
respect of any provision of this Agreement, the term of this Agreement shall be
as follows:

                   (i)  So long as the Investor holds 2,50,000 Non Convertible
Debentures of the Company or

                                      12
<PAGE>

                   (ii) Until all the Non Convertible Debentures have been
redeemed in full by the Company, whichever is earlier.

     15.4  Amendments.
           ----------

           This Agreement may be amended or modified only by a written
instrument signed by the Investor and the Company.

     15.5  Counterparts.
           ------------

           This Agreement may be executed in two or more counterparts, each of
which when so executed and delivered shall be deemed to be an original and both
of which together shall be deemed to be one and the same agreement.

     15.6  Expenses.
           --------

           The Company shall pay all stamp, documentary and other taxes and
duties which may be payable in India in connection with the execution, delivery
and performance of this Agreement and the subscription to the Investor's
Securities. The Company shall also pay all legal and other out-of-pocket
expenses relating to the negotiation, documentation and consummation of this
transaction and all legal and other expenses incurred in connection with any
future waiver, consent or amendment (whether or not any such future waiver,
consent or amendment is given or consummated).

     15.7  Remedies.
           --------

           The Investor shall be entitled to enforce its rights under this
Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that the
Investor may in its sole discretion apply to any Court of Law or equity of
competent jurisdiction for specific performance or injunctive relief (without
posting a bond or other security) in order to enforce or prevent any violation
of the provisions of this Agreement.

                                      13
<PAGE>

ANNEXURES

           ANNEXURE I - TERMS AND CONDITIONS OF NON CONVERTIBLE DEBENTURES

           ANNEXURE II - PROPERTIES OF THE COMPANY WHICH ARE SUBJECT TO LIENS,
ETC. AND DETAILS OF SUCH LIENS, ETC.

          IN WITNESS WHEREOF the parties hereto have executed this agreement on
the day first hereinabove written.

The Common Seal of the Company is hereunto
affixed pursuant to the resolution passed
at the meeting of the Board of Directors
held on 29th day of March 2000
in the presence of:



a.  S. Srinivasan, Director (Designation)
    -----------------------
    who have put their signatures in token thereof

(as per Articles of Association of the Company).


SIGNED AND DELIVERED
by the within named investor
IDBI Bank by the hand of its
Ms/Ms.
<PAGE>

                                  ANNEXURE I

              TERMS AND CONDITIONS OF NON CONVERTIBLE DEBENTURES

<TABLE>
<CAPTION>
<S>                                   <C>
1.  Aggregate Quantity:               2,50,000 Non Convertible Debentures. (The Debentures)

2.  Face Value per debenture:         Rs.100/-

3.  Issue Price:                      At par (i.e. Rs.100/- each.)

4.  Interest Rate:                    13% p.a. payable quarterly

5.  Default Interest Rate:            2% per annum, over and above the normal interest rate
                                      payable from the date of default till the date of actual
                                      payment of interest.

6.  Manner of computation of          Compounded on a daily basis considering 365 days in a year.
    interest:

7.  Mode of Payment:                  By cheque payable in Madras drawn in favor of Satyam
                                      Infoway Ltd. account.

8.  Security:                         Exclusive first charge on Immovable property of value
                                      Rs.3..07 crs to be purchased at Andheri, Mumbai out of the
                                      NCD proceeds.

9.  Period within which security      1 month from the date of creation of mortgage.
    to be created:

10.  Transferability:                 The Debentuers shall be transferable by endorsement and
                                      delivery.

11.  Redemption Terms:                The Debentures shall be redeemable at the expiry of 24
                                      months from the date of their issue.
                                      In the event of the company failing to redeem the
                                      Debentures upon being called upon to do so, the company
                                      shall be liable to pay penal interest compounded on a
                                      daily basis at a rate of 4 % per annum over and above the
                                      normal interest rate payable by the company from the date
                                      of default till the date of actual redemption.  This
                                      remedy shall be in addition to all other remedies
                                      available with the Debenture holder.

12.  Redemption Price:                At par.
</TABLE>
                                               A-1
<PAGE>

13.  In the event of failure of the Company to pay any part of the interest or
     in the event of the failure of the Company to repay any sums as may be
     required to be repaid, or in the event of the failure of the Company to
     redeem the Debentures upon exercise of the call contemplated above, the
     Debenture shall become payable forthwith.

14.  The Debentures shall also be governed by the terms and conditions of the
     Debenture Subscription Agreement dated March 31, 2000 entered into between
     the IDBI Bank on one part and the Company on the other part.

                                      A-2
<PAGE>

ANNEXURE II

Description of properties already charged.  (See clause 3.1.21 of the
Subscription Agreement.)

First charge on the movable and immovable assets of the company (existing and
future) in favour of EXIM Bank for financial assistance extended.

                                      A-3