EXHIBIT 4
(VSNL LOGO)

Rishabh Nath Aditya
Assistant Company Secretary

HQ/CS/CL.24B/10139
13 October 2003

Sir,
SUB: SENDING CERTIFICATES OF PRACTISING COMPANY SECRETARY REGARDING
PAID-UP CAPITAL AND LISTING AGREEMENT REQUIREMENT

In accordance with SEBI regulations, please find sent herewith the
following:

a) Certificate from Practising Company Secretary regarding total
paid-up capital of VSNL and

b) Certificate from Practising 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.

SECRETARIAL AUDIT REPORT

ANNEXURE

1. For Quarter Ended : 30TH SEPTEMBER, 2003
2. ISIN : INE151A01013
3. Face Value : RS. 10/- EACH
4. Name of the Company : VIDESH SANCHAR NIGAM LIMITED
5. Registered Office : VIDESH SANCHAR BHAVAN, FORT
MUMBAI - 400 001.
6. Correspondence Address : SAME AS ABOVE
7. Telephone No. : 56395156
Fax No. : 56395156
8. E-mail Address : rnaditya@rediffmail.com
9. Names of the Stock Exchanges where the company's : MUMBAI, CALCUTTA, AHMEDABAD, DELHI, NSE.
securities are listed

No. of Shares % of Total Issued Capital
------------- -------------------------

10. Issued Capital 28,50,00,000 100.00
11. Listed Capital (Exchange-wise) (as per company records) 28,50,00,000 100.00

12. Held in dematerialised form in CDSL 23,04,53,479 80.86
13. Held in dematerialised form in NSDL 5,40,28,356 18.96
14. Physical 5,18,165 0.18
------------ ------
15. Total No. of Shares (12+13+14) 28,50,00,000 100.00
------------ ------

16. Reasons for difference if any, between (10&11), (10&15), (11&15) N A.
17. Certifying the details of changes in share capital during the
quarter under consideration as per table below : NO CHANGE

Applied/Not Listed on Stock Whether Whether
No. of Applied for Exchanges (Specify intimated to intimated to In-prin. appr. pending
Particulars*** shares listing Names) CDSL NSDL for SE (Specify Names)
-------------- ------ ----------- ------------------ ------------ ------------ ----------------------

NOT APPLICABLE

*** RIGHTS, BONUS, PREFERENTIAL ISSUE, ESOPS, AMALGAMATION, CONVERSION,
BUYBACK, CAPITAL REDUCTION, FORFEITURE, ANY OTHER (TO SPECIFY).

18. Register of Members is updated (Yes/No) YES
If not, updated up to which date -
19. Mentioned the total no. of requests, if any, confirmed after 21 days
and the total no. of requests pending beyond 21 days with the reasons
for delay : NONE

Total No. of demat requests No. of requests No. of shares Reasons for delay
- --------------------------- --------------- ------------- -----------------

Confirmed after 21 Days NOT APPLICABLE

Pending for more than 21 days NOT APPLICABLE

20. Name, Telephone & Fax No. of the Compliance MR. R.N. ADITYA
Officer of the Co. TEL NO: 56395156
FAX NO. 56395156

21. Name, Address, Tel. & Fax No., Regn. No. of the T.R.VAIDYANATHAN & CO.
Auditor 12, "UDAYARAJ", SHREE NAGAR, GOREGAON (W)
MUMBAI - 400 062. TEL. NO. 2874 13 86
REGN. NO. 2718

22. Appointment of common agency for share registry SHAREPRO SERVICES
work, if yes (name & address) SATAM ESTATE, 3RD FLOOR, CARDINAL
GRACIOUS ROAD, CHAKALA, ANDHERI (E),
MUMBAI - 400 099.

23. Any other detail that the auditor may like to None
provide, (e.g. BIFR Company, delisting from SE,
Company changed its name etc.

PLACE: MUMBAI FOR T R VAIDYANATHAN & CO.
DATE: 10.10.2003

T R VAIDYANATHAN.
COMPANY SECRETARY.

T.R.VAIDYANATHAN & CO. 12 "UDAYARAJ"
COMPANY SECRETARIES. SHREE NAGAR,
T.R.VAIDYANATHAN. GOREGAON (W)
F.C.S, A.C.I.S. (LONDON). MUMBAI- 400 062.
COMPANY SECRETARY. TEL NO : - 8741386.
E-MAIL: - TRVCO@REDIFFMAIL.COM PAGER NO:- 9624 -242229

TO WHOMSOEVER IT MAY CONCERN

This is to certify that VIDESH SANCHAR NIGAM LTD having its Registered office at
Videsh Sanchar Bhavan, Mahatma Gandhi Road, Mumbai - 400 001 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 the Mumbai Stock
Exchange.

I/We have examined the relevant Books, Registers, Forms, Documents and Records
of VIDESH SANCHAR NIGAM LTD 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
30th September, 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 the Record Date.

For T.R.Vaidyanathan & Co.

Place : Mumbai Signature T.R. Vaidyanathan
-------------------------

Date : 10/10/2003. T.R.Vaidyanathan.
(Company Secretary)

C P Number : 2718.

TO WHOMSOEVER IT MAY CONCERN

I have examined the relevant records, correspondence and information maintained
in the electronic mode by VIDESH SANCHAR NIGAM LTD in respect of the transfer
deeds received for registration during the quarter ended 30th September 2003,
details whereof are given in Annexure 1 hereto, and certify that:

The Company has followed the necessary procedure 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 of the transferee maintained by it
and before confirming the dematerialisation has amended the Register of Members
in National Securities Depository Limited as the holder of dematerialized
Shares.

The Company has defaced and cancelled all the certificates covering the share
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 Depository.

For T.R.Vaidyanathan & Co.

Place : Mumbai Signature T.R. Vaidyanathan
-----------------

Date : 10th October 2003. T.R.Vaidyanathan.
(Company Secretary)
C P Number : 2718.

ANNEXURE 1

VIDESH SANCHAR NIGAM LTD

Details of Shares transferred and dematted during the quarter ended
30th September 2003.

Number Of Transfer Deeds Received 64
Number Of Transfers Approved 64
Number Of Shares Involved 2156
Number Of Option Letters Sent to Transferees 43
Number of Demat Requests Received From The Transferees 18
Number Of Shares Involved 868

For T.R.Vaidyanathan & Co.

Place : Mumbai Signature T.R. Vaidyanathan
-----------------

Date : 10th October 2003. T.R.Vaidyanathan.
(Company Secretary)
C P Number: 2718.