Exhibit 2
HQ/CS/CL.24B/9400
8 October 2002
Sir,
Sub : QUARTERLY COMPLIANCE REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 35 and Clause 49 of the listing agreement with Indian
Stock Exchanges, please find sent herewith the the following :
a) Shareholding Pattern as on 30 September 2002 (Attach "A").
b) Quarterly Compliance Report on Corporate Governance for the quarter ended
30 September 2002 (Attach "B").
Thanking you,
Yours faithfully,
For VIDESH SANCHAR NIGAM LIMITED
R.N. Aditya
Assistant Company Secretary
1. Security Code 23624, The Stock Exchange, Mumbai, Corporate Relationship
Department, 1st Floor, New Trading Ring, Rotunda Building, Phiroze Jee Jee
Bhoy Towers, Dalal Street, Mumbai - 400 001. Fax No.(22) 2722061, 2721072.
2. The Secretary, Madras Stock Exchange Limited, Post Box No.183, 11, Second
Line Beach, Chennai - 600 001. Fax No.(44) 524 48 97.
3. Security Code 32149, The Secretary, Calcutta Stock Exchange Assn. Ltd, 7,
Lyons Range, Calcutta - 700 001. Fax No.(33) 220 25 14/28 37 24.
4. Security Code 22064, The Secretary, Delhi Stock Exchange Assn. Limited,
3/1, Asaf Ali Road, New Delhi - 110 002. Fax No.(11) 329 21 81.
5. Security Code 5251, The Asst. Manager (Listing), National Stock Exchange
of India Limited, Capital Market - Listing, Exchange Plaza, Bandra Kurla
Complex, Bandra (E), Mumbai - 400 051.Fax Nos. : (22) 6598237/38.
6. National Securities Depository Ltd., Trade World, 4th Floor, Kamala Mills
Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013. Fax Nos. :
497 29 93.
7. Mr. Anish Kumar, The Bank of New York, Express Towers, 13th Floor, Nariman
Point, Mumbai - 400 021. Fax No.204 49 42.
8. Head Office : M/s. Sharepro Services, Satam Estate, 3rd Floor,Above Bank
of Baroda, Chakala, Andheri (E), Mumbai - 400 099 Ph. 821 5168 / 820 2108
/ 820 2114, FAX 837 5646
9. Ms.Caroline Yap, Managing Director, International Client Services, New
York Stock Exchange. No. :+1 2126565071
10. Shri Hitendra Patil, Vice President (Operations) Central Depository
Services (India) Limited Phiroze Jee Jee Bhoy Towers, Dalal Street, Mumbai
- 400 023. Fax : 267 3199
11. Mr.A.K. Gupta, DGM(FA), for SEC filing requirements, Fax 1162.
12. Shri U.C. Burman, DGM(Internet), for hosting on website.
QUARTERLY COMPLIANCE REPORT ON CORPORATE GOVERNANCE
Name of the Company : VIDESH SANCHAR NIGAM LIMITED
Quarter ending on : 30 SEPTEMBER 2002
Clause of Compliance
Listing status
Particulars Agreement (Yes/No) Remarks
- ----------- --------- -------- -------
1. 2. 3. 4.
Board of Directors 49 I Yes As of 30 September 2002, VSNL had a total of
eleven Directors, out of whom two were
Executive Directors and nine were non-executive
Directors including the Chairman. There were
four independent Directors.
Audit Committee 49 II Yes The Audit Committee of VSNL consists of three
members with all the Directors being
non-executive and two of them being independent.
Shareholders/Investors 49 VI(C) Yes Investors Grievance Committee as required under
Grievance Committee Clause 49 is in place under the Chairmanship of
a non-executive Director.
Remuneration of Directors 49 III Yes The non-executive Directors on the Board of
VSNL are paid only sitting fees as per the
applicable provisions of the Companies Act,
1956. Extracts of agreements signed with
executive Directors (including remuneration
details) have already been sent to the
shareholders.
Board Procedures 49 IV Yes
Management 49 V Yes
Shareholders 49 VI Yes
Report on Corporate 49 VII Yes
Governance
---------------------------------
Satish Ranade
Executive Director (Legal) & Company Secretary