EXHIBIT 1.3
(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.
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4. To provide and maintain international leased telecommunication services.
(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.
8. To work in consultation with and on behalf of the Ministry of
Communications in matters of:
(a) Introduction of new services.
(b) To enter into agreement with International Telecommunications
Satellite Organisation (INTELSAT), International Maritime
Satellite Organisation (INMARSAT), Commonwealth
Telecommunications Organisations (CTO) as successors to the
Overseas Communications Service and with any other
telecommunication organisations.
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(1) INSERTED AS PER SPECIAL RESOLUTION PASSED AT THE 13TH ACM HELD ON
30.09.1999 AND SUBSEQUENT CLAUSES 5-57 RENUMBERED AS 6-58.
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(c) To enter into bilateral/multilateral ownership agreements with
foreign administrations, communications entities and service
agencies for telecommunications.
9. To obtain specific prior approval of the Ministry of Communications in
the following cases:
(a) Withdrawal of any existing telecommunication service.
(b) Fixation, modification, increase or decrease of tariff for
telecommunication services provided to the user.
(c) Fixation of Terminal Charges to be paid to the Telecom
Department for international services.
10. 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.
11. 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.
12. 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 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.
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13. 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 arty
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.
14. To establish/construct and maintain or windup branch offices and/or new
offices in and outside India as may be necessary to protect and promote
the interests of the Company.
15. To carry on the business of manufacture of the equipment required for
telecommunication systems, networks and services.
16. 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 instal machinery and plant and other equipment
deemed necessary or convenient or profitable for the purposes of the
Company.
17. To engage in research, development, study and experiments relating to
all the aspects of telecommunications, to collect, prepare and
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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.
18. 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.
19. 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.
20. 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.
21. (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 share, 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
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person, company, administration or body either by cash payment,
allotment of share, debentures or other securities.
22. 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 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.
23. 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.
24. 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.
25. To invest and deal with the moneys of the Company not immediately
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required in manner as may be thought fit and as determined by the Board
of Directors of the Company from time to time.
26. 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.
(2)27. (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, subject to Joint Venture
guidelines issued by Government as amended from time to time.
(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
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(2) AMENDED AS PER SPECIAL RESOLUTION PASSED AT THE 13TH AGM HELD ON
30.09.1999.
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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 the
merger and acquisition to arrived at may not in any way effect the
majority interest of the Government of India unless otherwise approved.
Provided further that Government of India approves and the scope of the
business will be those which the Company is authorised to carry on.
28. 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.
29. 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.
(3)30. 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 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
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(3) AMENDED AS PER SPECIAL RESOLUTION PASSED AT THE 13th AGM HELD ON
30.09.1999.
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administrators of any such company or business organisations.
31. 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.
32. 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.
33. 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.
34. 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.
35. To merge, amalgamate or consolidate with any corporate body heretofore
or hereafter create in such manner as may be permitted by law.
36. To cause the company to be registered or recognised in any part of the
world.
37. 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.
38. To do all or any of the above things and all such other things as are
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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.
39- To carry out or to have carried out experiment ad 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
authorized to carry on.
40. 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.
41. 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.
42 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
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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.
43. 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
purchase, sale and consumption of provisions, both liquid and solid and
for the safe custody of goods.
44. 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 rep purchasing or
obtaining a licence or lease on such price or prices and on such terms
and conditions as may be agreed upon.
45. 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.
46. (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.
47. To improve, manage, develop, grant rights or privileges in respect of,
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or otherwise deal with, all or any part of the property and rights of
the company.
48. 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.
49. 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.
50. 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
arty 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
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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.
51. 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.
52. 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 arid audiovisual media, exhibitions and by granting
prizes, rewards and concessions.
53. 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.
54. 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.
55. 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.
56. 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
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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.
57. 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.
58. 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.
IV. The liability of the members is limited.
(4)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.l0/- (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.
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(4) 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.
Name Address, Signature No. of Shares Name, Signature,
Description and of Equity Address
Occupation Subscribers Description &
Occupation
of witness
1. President of Secretary, Sd/- 100 Daljit Singh,S/u.
India Through Department of Shri Jogenclar
Devendra Kumar Telecommunications, Singh.Dy.
Sangsl (Sb. Sanchar Shavan, Director
Shri Hardhian New Delhi. General,OCS, VSB,
Singh Jain) New Delhi.
Secretary,
Telecommunications.
2. Shree Shankar Additional Sd/- 10 -DO-
Sharan, S/o. Secretary, Dept.
Late Shri of
Shambhu Sharan Telecommunications,
Sanchar Bhavan,
20, Ashoka road,
New Delhi
3 V. Devarajan, Additional Sd/- 10 -DO-
S/o, Late Shri Secretary and
N. Financial
Venkataramanan Adviser, Dept. of
Telecommunications,
Sanchar Bhavan,
New Delhi
4 K.C. Katiyar, Director General, Sd/- 1 V.D. Kulkarni,
S/o Bhajanlal Overseas S/o D.G.
Katiyar Communications Kulkarni,
Service, Bombay Director (Admn
OCS, VSB, M.G.
Road, Bombay -
400 001
5. A.W. Furtado, Addl. Director Sd/- 1 Daljit Singh,
S/o. Late Shri General, Overseas S/o, Shri
R.T. Furtado Communications Jogendar Singh,
Service, VSB Dy. Director
Bombay General, OCS,
VSB, New Delhi.
6 J.K Chhabra, Director, Dept. Sd/- 1 -DO-
S/o Shri D.N. of
Chhabra Telecommunications,
Sanchar Bhavan,
20, Ashoka Road,
New Delhi
7 S.D. Raheja, Dy. Financial Sd/- 1 -DO-
S/o. Late Shri Adviser, Dept. of
S.R. Raheja Telecommunications,
Sanchar Bhavan,
20, Ashoka Road,
New Delhi
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8 R.R. Anand, Under Secretary, Sd/- 1 -DO-
S/o. Late Shri Dept. of
Gopal Das Anand Telecommunications,
Sanchar Bhavan,
20, Ashoka Road,
New Delhi
9 K.P. Under Secretary, Sd/- 1 -DO-
Radhakrisnan Dept. of
Kidave, S/o Telecommunications,
Shri K.G. Kidave Sanchar Bhavan,
New Delhi
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126
ONE
HUNDRED
TWENTY SIX
EQUITY
Dated this 12th Day of March, 1986
Place - Bombay.
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