As filed with the Securities and Exchange Commission on October 1, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 ⌧ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2007 Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from to Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-15118 VIDESH SANCHAR NIGAM LIMITED (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) The Republic of India (Jurisdiction of incorporation or organization) Videsh Sanchar Bhavan, Mahatma Gandhi Road, Mumbai 400 001 +91-22-66578765 (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares* New York Stock Exchange Equity Shares, par value Rs.10 per share** Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report: 285,000,000 Equity Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer ⌧ Non-accelerated filer Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 ⌧ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ⌧ * American Depositary Shares evidenced by American Depositary Receipts. Each American Depositary Share represents two Equity Shares. ** Not for trading, but only in connection with the listing of American Depositary Shares pursuant to the requirements of the New York Stock Exchange. TABLE OF CONTENTS Page CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS FORWARD-LOOKING STATEMENTS PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 13 ITEM 4 A. UNRESOLVED STAFF COMMENTS 26 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 26 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 26 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 36 ITEM 8. FINANCIAL INFORMATION 37 ITEM 9. THE OFFER AND LISTING 40 ITEM 10. ADDITIONAL INFORMATION 40 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 52 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 53 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 54 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF 54 PROCEEDS ITEM 15T. CONTROLS AND PROCEDURES 54 ITEM 16. RESERVED 54 ITEM 16 A. AUDIT COMMITTEE FINANCIAL EXPERT 54 ITEM 16 B. CODE OF ETHICS 55 ITEM 16 C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 55 ITEM 16 D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 55 ITEM 16 E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 55 PART III ITEM 17. FINANCIAL STATEMENTS 55 ITEM 18. FINANCIAL STATEMENTS 56 ITEM 19. EXHIBITS 56 SIGNATURES i CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS In this Form 20-F, references to “U.S.” or the “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. Reference to “$” or “Dollars” or “US Dollars” are to the legal currency of the United States and references to “Rs.” or “Rupees” or “Indian Rupees” are to the legal currency of India. Our financial statements are presented in Indian Rupees and are prepared in accordance with United States generally accepted accounting principles or US GAAP. In this Form 20-F, any discrepancies in any table between totals and the sums of the amounts listed are due to rounding. For the convenience of the reader, this Form 20-F contains translations of certain Indian Rupee amounts into US Dollars, which should not be construed as a representation that such Indian Rupee or US Dollar amounts referred to herein could have been, or could be, converted to US Dollars or Indian Rupees, as the case may be, at any particular rate, the rates stated, or at all. References to “Indian GAAP” are to Indian generally accepted accounting principles. References to a particular “fiscal” year are to the Company’s fiscal year ended March 31 of such year. References to years not specified as being fiscal years are to calendar years. Unless the context otherwise requires, references herein to “we,” “us,” “our,” “the Company” and “VSNL” are to Videsh Sanchar Nigam Limited and its subsidiaries, unless it is clear from the context or expressly stated that these references are only to Videsh Sanchar Nigam Limited. The VSNL and Teleglobe logos and VSNL and Teleglobe are registered service marks of Videsh Sanchar Nigam Limited and/or its subsidiaries in the United States and/or other countries. All rights are reserved. This Form 20-F refers to trade names and trademarks of other companies. The mention of these trade names and trademarks in this Form 20-F is made with due recognition of the rights of these companies and without any intent to misappropriate those names or marks. All other trade names and trademarks appearing in this Form 20-F are the property of their respective owners. EXCHANGE RATES The noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York was Rs.43.10 per $1.00 on March 30, 2007 for the conversion of Rupees into US Dollars. Unless otherwise specified herein, financial information has been converted into US Dollars at this rate. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. For more information regarding rates of exchange between Indian Rupees and US Dollars, see “Item 3. Key Information—Selected Financial Data—Exchange Rates.” CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS (CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995) This Form 20-F contains “forward-looking statements” (as the phrase is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934) and information as amended, that are based on our management’s current expectations, assumptions, estimates and projections about our Company and our industry and information currently available to us. These forward looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “objectives”, “outlook”, “probably”, “project”, “will”, “seek”, “target” and similar terms and phrases and reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those described in this document. These forward-looking statements include, among others, statements concerning: • our communications and information services business, its advantages and our strategy for continuing to pursue our business; • anticipated development and launch of new services in our business; • anticipated dates on which we will begin providing certain services or reach specific milestones in the development and implementation of our business strategy; • growth and recovery of the communications and information services industry; • expectations as to our future revenue, margins, expenses and capital requirements; and • other statements of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These forward-looking statements are subject to risks and uncertainties, including financial, regulatory, environmental, industry growth and trend projections, that could cause actual events or results to differ materially from those expressed or implied by the statements. The most important factors that could prevent us from achieving our stated goals include, but are not limited to, our failure to: • increase the volume of traffic on our network; • develop new products and services that meet customer demands and generate acceptable margins; • successfully complete commercial testing of new technology and information systems to support new products and services, including voice and data transmission services; • stabilize or reduce the rate of price compression on certain of our communications services; • integrate strategic acquisitions; • attract and retain qualified management and other personnel; and • meet all of the terms and conditions of our debt obligations and other contractual obligations.