AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 7, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F/A
AMENDMENT NO. 1
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ______ to ________
Commission File Number 001-15118
VIDESH SANCHAR NIGAM LIMITED
(Exact name of Registrant as specified in its charter)
NOT APPLICABLE
(Translation of Registrant's name into English)
THE REPUBLIC OF INDIA
(Jurisdiction of incorporation or organization)
VIDESH SANCHAR BHAVAN
MAHATMA GANDHI ROAD
MUMBAI 400 001
INDIA
+91-22 262 4020
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
American Depositary Shares*
Equity Shares, par value Rs.10 per share New York Stock Exchange
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
NONE
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
NONE
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the last fiscal year covered by
this Annual Report.
83,133,086 EQUITY SHARES.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 [ ] Item 18 [X]
* American Depositary Shares evidenced by American Depositary Receipts. Each
American Depositary Share represents two Equity Shares.
Not for trading, but only in connection with the listing of American
Depositary Shares pursuant to the requirements of the New York Stock Exchange.
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A to the registrant's Annual Report on
Form 20-F for the fiscal year ended March 31, 2001 (the "Annual Report") is
being filed to resubmit the exhibits filed thereto, a certain number of which
had portions that were illegible due to formatting problems and one of which was
inadvertently omitted due to a transmission error that occurred when the Annual
Report was being filed electronically with the Securities and Exchange
Commission. This Amendment No. 1 amends and restates in its entirety "Item 19.
Exhibits" of the Annual Report.
Item 19. Exhibits
Exhibit
Number Description
--------------------------------------------------------------------------------
1.1* Certificate of Incorporation of Videsh Sanchar Nigam Limited, dated
March 19, 1986 and as currently in effect.
1.2 Articles of Association of Videsh Sanchar Nigam Limited, dated
September 26, 2000 and as currently in effect.
1.3 Memorandum of Association of Videsh Sanchar Nigam Limited, dated
September 26, 2000 and as currently in effect.
1.4* Certificate for Commencement of Business, dated March 21, 1986 and as
currently in effect.
1.5* Specimen Certificate for Equity Shares of Videsh Sanchar Nigam
Limited.
2.1* Form of Deposit Agreement, among Videsh Sanchar Nigam Limited, The
Bank of New York, as Depositary, and owners and beneficial owners of
American Depositary Receipts issued thereunder (including as an
exhibit, the form of American Depositary Receipt).
2.2 Amendment No. 1 to Deposit Agreement, among Videsh Sanchar Nigam
Limited, The Bank of New York, as Depositary, and owners and
beneficial owners of American Depositary Receipts issued thereunder
(including as an exhibit, the form of American Depositary Receipt).
4.1* License Agreement for the provision of Internet Service between the
President of India and Videsh Sanchar Nigam Limited, dated January 25,
1999.
4.2+ Total Accounting Rate Arrangement between Videsh Sanchar Nigam Limited
and Concert-USA
4.3+ Total Accounting Rate Arrangement between Videsh Sanchar Nigam Limited
and Concert (UK).
4.4+ Total Accounting Rate Arrangement letter between Videsh Sanchar Nigam
Limited and UAE.
4.5 Memorandum of Understanding between Videsh Sanchar Nigam Limited and
Ministry of Communications, Department of Telecommunications for the
year 2001-2002.
4.6 Memorandum of Settlement Over the Revision of Pay and Certain
Allowances between Management of Videsh Sanchar Nigam Limited and
Their Workmen, dated December 2, 2000.
4.7* Letter from the Department of Telecommunications with respect to the
Revenue Sharing Arrangement between the Bharat Sanchar Nigam Limited
and Videsh Sanchar Nigam Limited, dated April 22, 1997.
10.1 The Hindu Business Line, article titled "Teledensity Set to Exceed
Target", dated September 15, 2001.
10.2 ITSpace.com, article regarding analysis of VSNL, dated April 2001.
Exhibit
Number Description
--------------------------------------------------------------------------------
10.3* License granted under the Indian Telegraph Act, 1885 to Videsh Sanchar
Nigam Limited, dated January 22, 1999, by the Department of
Telecommunications.
10.4 Letter from the Ministry of Communications, Department of
Telecommunications regarding termination of the monopoly granted to
Videsh Sanchar Nigam Limited, dated September 7, 2000.
10.5 Telecom Regulatory Authority of India Consultation Paper No. 2001/2 on
International Long Distance Services, dated September 3, 2001.
-------------------------------
+Registrant has requested confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934 for a portion of the referenced exhibit and has
separately filed such exhibit with the Commission.
*Previously filed as an exhibit to the Company's Annual Report on Form 20-F
(File No. 000-30772) filed with the Commission on October 13, 2000 and
incorporated herein by reference.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this Amendment No. 1 to the Annual Report on its behalf.
November 7, 2001
VIDESH SANCHAR NIGAM LIMITED
By: /s/ S.K. Gupta
---------------------------------
Name: S.K. Gupta
Title: Chairman & Managing Director
By: /s/ R.S.P. Sinha
---------------------------------
Name: R.S.P. Sinha
Title: Director (Finance)