EXHIBIT 1
[LOGO]
Rishabh Nath Aditya
Assistant Company Secretary
HQ/CS/CL.24B/9805
8 April 2003
Sir, SUB : QUARTERLY COMPLIANCE AS ON 31 MARCH 2003.
In accordance with the Clause 35 and Clause 49 of the Listing Agreement
please find attached herewith the following:
a) Shareholding Pattern of VSNL as on 31 March 2003 (Attach "A").
b) Quarterly Compliance Report on Corporate Governance for the quarter
ended 31 March 2003 (Attach "B").
c) Details of share holding in terms of Regulation 8(3) of SEBI
(Substantial Acquisition of Shares & Takeovers) Regulations 1997
(Attach "C")
Thanking you,
Yours faithfully,
For Videsh Sanchar Nigam Limited
R.N. Aditya
Asst. Company Secretary
To :
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) Mr. 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 1195
VIDESH SANCHAR NIGAM LIMITED
VIDESH SANCHAR BHAVAN, MAHATMA GANDHI ROAD, MUMBAI - 400 001,
INDIA. BOARD : +91-22- 56578765
DIRECT : +91-22-22624300 FAX: +91 22 22667744
E-MAIL : RISHABH.ADITYA@VSNL.CO.IN
Attachment "A"
SHAREHOLDING PATTERN AS ON 31-MAR-03
<Table>
<Caption>
NO. CATEGORY HOLDING
-------------------------------
NO. OF SHARES PERCENTAGE
------------- ----------
A. PROMOTER'S HOLDING
1 Promoters
Indian Promoters 202696815 71.12
Foreign Promoters 0 0.00
2 Persons acting in concert 0 0.00
--------- ------
SUB -TOTAL 202696815 71.12
B. NON-PROMOTERS HOLDING
3 Institutional Investors
(a) Mutual Funds and UTI 1503652 0.53
(b) Banks, Financial Institutions, Insurance 19627669 6.89
Companies (Central/ State Govt.
Institutions/Non-Government Institutions)
(c) FIIs 5541572 1.94
--------- ------
SUB -TOTAL 26672893 9.36
4 OTHER
(a) Private Corporate Bodies 7990354 2.80
(b) Indian Public 17029707 5.98
(c) NRIs/OCBs 176970 0.06
(d) Any other
i ADR 30431005 10.68
ii In Transit NSDL 2256 0.00
--------- ------
SUB TOTAL 55630292 19.52
--------- ------
GRAND TOTAL 285000000 100.00
</Table>
TOTAL FOREIGN HOLDINGS
<Table>
<Caption>
SR.NO. CATEGORY HOLDING
-------------------------------
NO. OF SHARES PERCENTAGE
------------- ----------
1 FIIs 5541572 1.94
2 NRIs/OCBs 176970 0.06
3 ADR 30431005 10.68
--------- ------
TOTAL 36149547 12.68
</Table>
VIDESH SANCHAR NIGAM LIMITED
DISTRIBUTION OF SHAREHOLDING ENTITIES / PERSONS HOLDING MORE THAN 1% OF PAID
UP CAPITAL AS ON QUARTER ENDING 31ST MARCH 2003 AS PER CLAUSE 35 OF LISTING
AGREEMENT
<Table>
<Caption>
SR.NO. CATEGORY NAME HOLDING
NO.OF SHARES PERCENTAGE
A PROMOTER'S HOLDING
1 Indian Promoters Central Govt.Including Nominees
of President of India 74446885 26.12
Panatone Finvest Limited* 128249930 45.00
2 Persons acting in Concert
SUB TOTAL 202696815 71.12
B NON-PROMOTERS HOLDING
3 INSTITUTIONAL INVESTORS
a Mutual Funds & UTI
b Financial Institutions
Life Insurance Corporation of
India Limited 11348970 3.98
SUB TOTAL 11348970 3.98
4 OTHERS
a Private Corporate Bodies 7990354 2.80
Tata Sons Limited 3720976 1.31
b Any other (please specify) The Bank of New York (ADR) 30431005 10.68
SUB TOTAL 42142335 14.79
GRAND TOTAL 256188120 89.89
</Table>
Attachment "B"
QUARTERLY COMPLIANCE REPORT ON CORPORATE GOVERNANCE
Name of the Company : VIDESH SANCHAR NIGAM LIMITED
Quarter ending on : 31 MARCH 2003
<Table>
<Caption>
Particulars Clause of Compliance) Remarks
Listing status
Agreement (Yes/No)
1. 2. 3. 4.
Board of Directors 49 I Yes As of 31 March 2003, VSNL had a total of twelve Directors,
out of whom two are Executive Directors and ten are non-executive
Directors including the Chairman. There were four independent
Directors.
Audit Committee 49 II Yes The Audit Committee of VSNL consists of five members with
all the Directors being non-executive and two of them being
independent with one of independent Directors being its Chairman.
Shareholders/Investors 49 VI(C) Yes Investors Grievance Committee as required under Clause 49 is in
Grievance Committee place under the Chairmanship of a non-executive Director.
Remuneration of 49 III Yes The non-executive Directors on the Board of VSNL are paid only
Directors sitting fees as per the applicable provisions of the Companies
Act, 1956. The Government Directors do not accept sitting fees.
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
</Table>
Attachment "C"
FORMAT FOR INFORMING DETAILS OF SHARE HOLDING {OBTAINED U/R8(1) & 8(2) FROM
ACQUIRERS** } BY TARGET COMPANY TO STOCK EXCHANGES, IN TERMS OF REGULATION 8(3)
OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS 1997
<Table>
<Caption>
Name of the Target Company (Reporting company) Videsh Sanchar Nigam Limited
Date of Reporting 10 April 2003
Name of Stock Exchanges where shares of VSNL shares are listed on Mumbai, Delhi, Madras, Calcutta, National
reporting company are listed Stock Exchanges in India and VSNL ADRs are listed on the New York
Stock Exchange.
(I) INFORMATION ABOUT PERSONS HOLDING MORE THAN 15% SHARES OR VOTING RIGHTS (VRS)
NAME OF PERSONS HOLDING DETAILS OF SHAREHOLDING/VOTING RIGHTS OF PERSONS MENTIONED AT (I) AS INFORMED U/R 8(1)
MORE THAN 15% SHARES OR TO TARGET COMPANY
VOTING RIGHTS
Names As on 31 March As on 31 March Changes, if any, As on record As on record Changes if any
2003 (current 2002 (previous between (A) & date for dividend date for dividend between (D) &
year) year) (B) (Current year) (previous year) (E)
(A) (B) (C) (D) (E) (F)
The Bank of New York (as 30431005 59853902 -29422897 30799948 80017274 -49217326
depositary to VSNL's
ADR issue)
TOTAL (I) 30431044 59853902 -29422858 30799948 80017274 -49217326
(II) PROMOTERS OR EVERY PERSON HAVING CONTROL OVER A COMPANY AND ALSO PERSONS ACTING IN CONCERT WITH HIM
</Table>
<Table>
<Caption>
NAME OF PROMOTERS OR DETAILS OF SHAREHOLDING/VOTING RIGHTS OF PERSONS MENTIONED AT (II) AS
EVERY PERSON HAVING INFORMED U/R 8(2) TO TARGET COMPANY
CONTROL OVER A COMPANY
Names As on As on Changes, if any, As on record As on record Changes if any
31 March 2003 31 March 2002 between date for dividend date for dividend between
(current year) (previous year) (A) & (B) (Current year) (previous year) (D) & (E)
(A) (B) (C) (D) (E) (F)
Panatone Finvest Limited 128249930 71250000 56999930 128249910 NIL 128249910
Central Government
Including Nominees of
President of India 74446885 74446885 0 74446885 150961440 -76514555
TOTAL (II) 202696854 145696885 56999969 202696795 150961440 51735355
PERSONS ACTING DETAILS OF SHAREHOLDING/VOTING RIGHTS OF PERSONS MENTIONED AT (II) AS INFORMED U/R 8(2) TO TARGET COMPANY
IN CONCERT
Names As on As on Changes, if any, As on record As on record Changes if any
31 March 2003 31 March 2002 between date for dividend date for dividend between
(current year) (current year) (A) & (B) (Current year) (Current year) (D) & (E)
NIL NIL NIL NIL NIL NIL
TOTAL (III) NIL NIL NIL NIL NIL NIL
GRAND TOTAL (I+II+III) 233127898 205550787 27577111 233496743 230978714 2518029
Place : Mumbai R.N. Aditya
Asst. Company Secretary
</Table>