Exhibit 3
[LOGO]
Rishabh Nath Aditya
Assistant Company Secretary
HQ/CS/CL.24B/9840
25 April 2003
Sir,
Sub : Sending Certificates of Practicing Company Secretary
regarding Paid-up Capital and Listing Agreement requirement.
In accordance with SEBI regulations, please find sent herewith the following
a) Certificate from Practicing Company Secretary regarding total paid-up
capital of VSNL and
b) Certificate from Practicing Company Secretary regarding transfer of
shares.
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
<Table>
T. R. VAIDYANATHAN & CO. 12, "Udayaraj"
Company Secretaries Shree Nagar
T. R. Vaidyanathan. Goregaon West
F.C.S, A.C.I.S (London) Mumbai - 400 062.
COMPANY SECRETARY Tel: 28741386
E-Mail: trvco@rediffmail.com Pager: 9624-242229
</Table>
The Board of Directors
Videsh Sanchar Nigar Limited
Fort
Mumbai - 400 001.
Certificate.
<Table>
Company Registraion No: 11-39266
Authorised Capital: Rs. 3,00,00,00,000/- (Rupees Three hundred Crores)
ISIN: INE 151A01013.
</Table>
I/We have examined the Register of Members, beneficiary details furnished by the
Depositories and other records/documents maintained BY VIDESH SANCHAR NIGAM
LIMITED (hereinafter referred to as "The Company") and its Registrars and Share
Transfer Agents M/S. SHAREPRO SERVICES for issuing this certificate, in
accordance with circular D&CC/FITTC/CIR-16 2002 dated December 31, 2002 issued
by the Securities and Exchange Board of India.
In my /our opinion and to the best of my/our information and according to the
explanations given to me/us and based on such verification as considered
necessary, I/We hereby certify, in respect of the quarter ended 31ST MARCH 2003
that:
(a) The aggregate number of shares of the Company held in NSDL,CDSL and in
physical form as on 31.03.2003 (quarter end) tally with the total number of
issued/paid - upcapital as on 31.03.2003 (quarter end) as per details given
in TABLE A below:
TABLE - A
<Table>
<Caption>
(Number of Shares)
AT THE BEGINNING OF THE QUARTER AT THE END OF THE QUARTER
(I) ISSUED CAPITAL 28,50,00,000 28,50,00,000
(II) PAID UP CAPITAL 28,50,00,000 28,50,00,000
(A) NSDL 7,65,87,275 8,03,91,782
(B) CDSL 12,98,03,241 20,40,17,998
(C) PHYSICAL 7,86,09,484 5,90,220
TOTAL (A+B+C) 28,50,00,000 28,50,00,000
</Table>
(b) The Company has obtained approval for listing of issued/paid up
share capital, as stated in table A above, from all the Stock
Exchange(s), Mumbai where the Securities of the Company are Listed.
(c) The details of Changes in Share Capital during the quarter ended 31.03.2003
are as per Table B below:
TABLE B.
<Table>
<Caption>
(Number of Shares)
SL.NO Particulars No. of Shares Listed/delisted Admitted Admitted
- ----- ----------- on Stock by NSDL by CDSL
Exchange
Increase -
1 Right Issue
2 Bonus Issue
3 Preferential Issue
4 Initial Public Offer
5 Re-issue of Forfeited Shares NIL
---
6 Employee Stock Option exercised
Decrease -
7 Buy-back
8 Capital Reduction
9 Forfeiture
10 Amalgamation/Scheme of Arrangement
11 Any other (to Specify)
Net Increase/Decrease
</Table>
(d) That the Register of Members is Updated :
(e) The dematerialisation requests received during the quarter, have been
confirmed within 21 days from the date of request, except requests for 1600
shares which have been issued beyond 21 days for reason given below: As per
Annexure.
<Table>
<Caption>
Date of Demat Date of Number of Delay in Reason for Delay/Non-
Request Release Shares Days dematerialisation within
21 Days.
(a) (b) (C) (d)=(b)-(a)
AS PER ANNEXURE -I
</Table>
Cases of pending (not released on date of this certificate) demat requests
beyond 21 days. NIL
<Table>
<Caption>
Date of Demat Period of 21 days Number of Delay in Reason for Delay/Non-
Request expires on Shares Days dematerialisation within 21 Days.
(a) (b) (C) (d)=(b)-(a)
Not Applicable
</Table>
For T. R. VAIDYANATHAN & CO.
(T. R. VAIDYANATHAN)
COMPANY SECRETARY.
Place: Mumbai FCS No 254 COP No. 2718
Date: 21.04.2003
T. R. VAIDYANATHAN & CO. 12, "Udayaraj"
Company Secretaries Shree Nagar
T. R. Vaidyanathan. Goregaon West
F.C.S, A.C.I.S (London) Mumbai - 400 062.
COMPANY SECRETARY Tel: 28741386
E-Mail: trvco@rediffmail.com Pager: 9624-242229
- -------------------------------------------------------------------------------
TO WHOMSOEVER IT MAY CONCERN
I have examined the relevant records, correspondence and information maintained
in the electronic mode by VIDESH SANCHAR NIGAM LIMITED in respect of the
transfer deeds received for registration during the quarter ended 31st March,
2003, details whereof are given in Annexure 1 hereto, and certify that The
Company has followed the necessary procedures for effecting the transfer of
shares covered by the transfer deeds lodged during the aforesaid period. The
Company has accordingly amended the Register of Members maintained by it and the
shares comprised in the aforementioned transfer deed has been registered in the
names of the respective transferees.
The Company has adequate procedures to deal with dematerialisation requests and
has satisfied itself that the transferee and the person requesting
dematerialisation are one and the same by verifying the signature of the person
requesting for dematerialisation with that the transferee maintained by its and
before confirming the dematerialisation has amended the Register of Members in
National Securities Depositary Limited as the holder of the dematerialized
Shares. The Company has defaced and cancelled all the certificates covering the
shares dematerialized and The Company has adequate systems to ensure that the
respective investors do not lose their corporate benefits on account of the
transfer entries made in favour of the aforementioned Depositary.
For T. R. VAIDYANATHAN & CO.
Place: Mumbai
T. R. VAIDYANATHAN
Date: 15th April 2003 (COMPANY SECRETARY)
C P Number: 2718
T. R. VAIDYANATHAN & CO. 12, "Udayaraj"
Company Secretaries Shree Nagar
T. R. Vaidyanathan. Goregaon West
F.C.S, A.C.I.S (London) Mumbai - 400 062.
COMPANY SECRETARY Tel: 28741386
E-Mail: trvco@rediffmail.com Pager: 9624-242229
- --------------------------------------------------------------------------------
TO WHOMSOEVER IT MAY CONCERN
This is to certify that VIDESH SANCHAR NIGAM LIMITED, having its Registered
office at Videsh Sanchar Bhavan, Churchgate, Fort, Mumbai-400001 has kept all
the records and registers for the purpose of issuing a certificate as stipulated
under Sub-Clause (C) of Clause 47 of the Listing Agreement with Mumbai Stock
Exchange I / We have examined the relevant Books, Registers, Forms, Documents
and Records of VIDESH SANCHAR NIGAM LIMITED as may be necessary for the purpose
of issuing Certificate under Sub-Clause (C) of Clause 47 of the Listing
Agreement with the Mumbai Stock Exchange.
I hereby certify that the Company has delivered during the half year ended on
31st March, 2003 all certificates of Shares after registration of valid
transfers within one month of the date of lodgement of Transfers, Consolidation,
Renewal or Exchange, prior to the date of the intimation of the closure of
Register of Members or Record Date.
For T. R. VAIDYANATHAN & CO.
Place: Mumbai
T. R. VAIDYANATHAN
Date: 16th April 2003 (COMPANY SECRETARY)
C P Number: 2718
ANNEXURE 1
VIDESH SANCHAR NIGAM LIMITED
Details of Shares transferred and dematted during the quarter ended March 31st
2003.
<Table>
Number Of Transfer Deeds Received ....................................... 44
Number Of Transfers Approved ............................................. 44
Number Of Shares Involved................................................ 2726
Number Of Option Letters Sent to Transferees............................. 32
Number Of Demat Requests Received From The Transferees................... 12*
Number Of Shares Involved................................................ 866
</Table>
*02 Responses received up to and including 10/04/2003 as against dispatch of
12 option letters during March, 2003
For T. R. VAIDYANATHAN & CO.
Place: Mumbai
T. R. VAIDYANATHAN
Date: 17th April 2003 (COMPANY SECRETARY)
C P Number: 2718