CERTAIN PORTIONS OF THIS EXHIBITS HAVE BEEN OMITTED
                 BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT

                  OMITTED PORTIONS HAVE BEEN SEPARATELY FILED
                   WITH THE SECURITIES AND EXCHANGE COMMISSI

                                                                     EXHIBIT 4.3

                             MEMORANDUM OF AGREEMENT
                                     BETWEEN
                    VIDESH SANCHAR NIGAM LIMITED (VSNI/INDIA)
                                       AND
             CONCERT GLOBAL NETWORK SERVICES LIMITED (CONCERT/U.K.)

1.       This memorandum between VSNL and CONCERT (U.K.) represents an agreement
         by VSNL and  CONCERT  to  apply  the  following  accounting  rates  and
         settlement  methods as specified below in paragraph 2 for settlement of
         International Telephone service between India and the United Kingdom.

2.       Total Accounting  rates and the settlement of  international  telephone
         service are agreed for the period beyond April 1, 2001 as follows:

2.1      Period of Applications    Accounting Rates on Sender pays transit basis

         1.4.2001 TO 31.3.2002         SDR.[text redacted] per Sender Pays
                                       Transit

2.2      Accounting/Settlement period Monthly basis

3.       The  application  period's  accounting  rates  shall be applied to each
         conversation     minute    of     international     switched    service
         (subscriber-dialed, operator-handled).

4.       This  agreement  supersedes  all prior  agreements  on the  subject  as
         indicated above between VSNL and CONCERT  (U.K.).  This agreement shall
         become binding upon execution by the duly authorized  representative of
         CONCERT (U.K.) and VSNL and where  applicable  upon  submission  and/or
         acceptance of the agreement by regulatory authorities.

The  concurrences  below  evidences the intent to present this agreement for the
approval by CONCERT's (U.K.'s) duly authorized representative.

                                        Concurred to on behalf of CONCERT (U.K.)


                                        /S/ASHOK SAPRA
                                        ----------------------------------------
                                        Name:      ASHOK SAPRA
                                        Title:     President
                                        Date:
                                        Place:     New Delhi, India


Approved on behalf of VSNL              Approved on behalf of CONCERT (U.K.)


/S/ S.S. BODH                           /S/ MICHAEL KOCH FOR
--------------------------------------  ----------------------------------------
Name:     S.S. BODH                     Name:      Thomas Luciano
Title     Chief General Manager (F&A)   Title:     V.P. - Global Wholesale
Date:     17 June 2001                  Date:      2 July 2001
Place:    Mumbai, India                 Place:     Hamilton, Bermuda