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                         UNDER THE COMPANIES ACT, 1956

                                  (1 OF 1956)

                           COMPANY LIMITED BY SHARES

                           MEMORANDUM OF ASSOCIATION

                                      OF

                            SATYAM INFOWAY LIMITED


I    The name of the Company is "SATYAM INFOWAY LIMITED [/1/].

II   The Registered Office of the Company will be situated in the State of
     `Andhra Pradesh'.

III  The objects for which the Company is established are:

(A)  THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:


1.   To develop, service & sell / lease data based through direct or electronic
     media, to develop a wide area communication network of sell / lease the
     network or provide value added services on the network to develop, service,
     buy / sell computers, software, peripherals and related products to provide
     marketing services rising direct as well as electronic media;

2.   To undertake the designing and development of systems and applications
     software either for its own use or for sale in India or for export outside
     India and to design and develop such systems and application software for
     or on behalf of manufacturers, owners and users of computer systems and
     digital / electronic equipment in India or elsewhere in the world;

3.   To set up and run electronic data processing centres and to carry on the
     business of data processing, word processing, software consultancy, system
     studies, management consultancy, techno-economic feasibility studies of
     projects, design and development of management information systems, share /
     debenture issues management and / or registration and share / debenture
     transfer agency;

4.   To undertake and execute feasibility studies for computerization, setting
     up of all kind of computer systems and digital/electronic equipment and the
     selection, acquisition and installation thereof whether for the company or
     its customers or other users;

5.   To conduct, sponsor or otherwise participate in training programmes,
     courses, seminar conferences in respect of any of the objects of the
     company and for spreading or imparting the knowledge and use of computers
     and computer programming languages including the publication of books,
     journals, bulletins, study / course materials, circulars and news-letters;
     and to undertake the business as agents, stockists, distributors, franchise
     holders or otherwise for trading or dealing in computer systems,
     peripherals, accessories, parts and computer consumables, continuous and
     non-continuous stationery, ribbons and other allied products and things and
     standard software packages.


________________________
/1/  With effect from 31/st/ August 1997 the Company has become a Deemed Public
Company u/s 43A of the Companies Act, 1956.
<PAGE>

(B)  THE OBJECTS THAT ARE INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN
     OBJECTS

1.   To pay either in cash or by allotment of shares or otherwise as the company
     deems fit, all costs, charges and expenses incurred or sustained in or
     about the promotion and establishment of the company which the company
     shall consider to be in the nature of preliminary expenses;

2.   To purchase or otherwise acquire, take on lease or rent computer systems
     and digital / electronic equipment of all kinds;

3.   To adopt and carry into effect, with or without modification, all or any of
     the arrangements made for the purpose of achieving any of the company's
     objects mentioned in clauses III(A) and III(C) hereof;

4.   To purchase, take on lease or otherwise acquire for the purpose of the
     company estates, lands, buildings, easements or other interests in real
     estate, and to sell, let on lease or otherwise dispose of or grant rights
     over any real property belonging to the Company;

5.   To purchase, take on lease or otherwise acquire, erect, maintain,
     reconstruct and adopt offices, factories, sheds, workshops, mills, plant,
     machinery and other things found necessary or convenient for the purposes
     of the company;

6.   To purchase or otherwise acquire all or any part of the business,
     properties and liabilities of any company, society, partnership or person,
     formed for all or any part of the purpose within the objects of this
     company and to conduct and carry on, or liquidate and wind up any such
     business;

7.   To promote any other company or companies for the purpose of taking over
     all or any of the properties, rights and liabilities of the company, or for
     any other purpose which may seem directly or indirectly calculated to
     benefit the company;

8.   To enter into any arrangements with any Government authority, undertakings
     or corporations controlled or owned by any Government or any person(s)
     including any individual, firm body corporate or other association of
     individuals, whether incorporated or not, society and trust whether in
     India or abroad that may seem conducive to the company's objects or any of
     them and to obtain from any such Government, authority, undertakings,
     corporations and person(s) any rights privileges and concessions which the
     company may deem desirable to obtain and to carry out, exercise and comply
     with any such arrangements, rights, privileges and concession;

9.   To amalgamate or enter into partnership or into any arrangement for sharing
     of profits, union of interest, cooperation, joint venture, reciprocal;
     concession or otherwise with any person, whether an individual,
     association, firm, body corporate, corporation or otherwise carrying on or
     engaged in or about to carry on or engage in any business or transaction
     which the company is authorised to carry on or engage in, or in any
     business or transaction capable of being conducted so as directly or
     indirectly to benefit the company;

10.  To acquire and undertake the whole or any part of the business properties
     and liabilities of any person whether an individual, association, firm,
     body corporate, corporation or otherwise carrying on any business which the
     company is authorised to carry on, or possessed of property suitable for
     the purposes of the Company;

                                       2
<PAGE>

11.  To enter into arrangement or agreements, with any other person, whether an
     individual, association, firm, body corporate, corporation or otherwise,
     for the carrying out by such other person on behalf of the company, of any
     of the objects of the Company;

12.  To apply, for purchase or otherwise acquire any patents, patent rights,
     copyrights, trademarks, formulae, licences, concessions and the like,
     conferring any exclusive, non-exclusive or limited right to use, or any
     secret or other information to any invention which may seem capable of
     being used for any of the purposes of the company, or the acquisition of
     which may seem calculated directly or indirectly to benefit the company and
     to use, exercise, develop, or grant licences in respect of, or otherwise
     turn to account the property, rights of information so acquired;

13.  To enter into collaboration agreement(s) with any person(s) including
     Government(s) or any other authority within or outside India, whether the
     nature of the agreement is financial, technical or otherwise on such terms
     and conditions as the company deems fit;

14.  To import into and export from India the technology in respect of the
     products mentioned in clauses III(A) and III(C) hereof on such terms and
     conditions as the company deems fit;

15.  To do research and development work and experiments in connection with the
     business of the company;

16.  To let on lease or on hire or otherwise the whole or any part of the real
     and personal properties of the company on such terms as the company shall
     determine;

17.  Subject to section 3(i) (iii) of the Companies Act, 1956, to issue shares,
     debentures, debenture stock or other securities on such terms and
     conditions as the company shall determine and to purchase, redeem, pay off
     or convert into equity any such securities on such terms and conditions as
     the company shall determine;

18.  To borrow, raise money(s) or secure obligations (whether of the company or
     any other person) in any manner and subject to such terms and conditions
     including the payment of guarantee commission to persons including the
     directors of the company as the company shall determine;

19.  To advance and lend money(s) with or without security, and on such terms
     and conditions as the company shall determine;

20.  To invest and deal with the money(s) with or without security, and on such
     terms and conditions as the company shall determine;

21.  Subject to section 58A of the Companies Act, 1956 and the rules framed
     there under in consultation with the Reserve Bank of India, to receive
     money(s) on deposit, on such terms and conditions as the company shall
     determine, without carrying on banking business within the meaning of the
     Banking Regulations Act 1949 and also to pay brokerage on such deposits;

22.  To subsidise, assist and guarantee any payment of money by, or the
     performance of any contract, engagement or obligation by, any person;

23.  To open bank accounts of all kinds including overdrafts and to draw, make,
     accept, endorse, discount, negotiate, execute and issue cheques, bills of
     exchange, promissory notes, bills of lading, warrants and other negotiable
     or transferable instruments of securities;

24.  To adopt such means of making known and advertising the business and
     products of the company as may seem expedient to the company;

                                       3
<PAGE>

25.  To appoint officers, staff, trainees and other types of personnel for the
     company and to dispense with their services and to carry out or cause to be
     carried out all functions necessary to implement the objects of the
     company;

26.  To transfer, sell or otherwise dispose of all or any of the business,
     properties and undertakings of the company for any consideration which the
     company may deem fit to accept;

27.  To establish agencies and to regulate and discontinue the same and to pay
     such remuneration to agents as the company shall determine;

28.  To open, maintain and close branches and depots;

29.  To establish, promote and otherwise assist any person whether an
     individual, firm association, body corporate including companies or
     corporation or otherwise for the purpose of acquiring any property(ies) or
     furthering any objects of the company;

30.  To do in any part of the world all or any of the matters hereby authorised
     either alone or jointly, whether as factors, trustees or agents;

31.  To do all such things as are necessary for the company or its nominee(s) to
     become members or to be otherwise associated with national and
     international associations, institutes or other organisations, so as to
     promote or strengthen the company's interests on such terms and condition
     as may be determined by the company;

32.  (a)  To undertake, carry out, promote, sponsor or to otherwise assist any
          activity for the promotion and growth of national economy and for what
          the company may consider to be its moral or social responsibility to
          the public or a section thereof, or what the company considers likely
          to promote national welfare or social, economic or moral uplift of the
          public or any section thereof in such manner as the company thinks
          fit;

     (b)  Without prejudice to the generality of the foregoing, the company may
          undertake, carry out, promote and sponsor any activity in connection
          with the publication of any books, literature, newspaper or other
          documents or organising lectures or seminars for advancing the said
          objects or giving merit awards, scholarships, loans or any other
          assistance to deserving persons directly or through an institution,
          fund or trust;

     (c)  In order to achieve any of the foregoing, the company may divest
          without consideration or such fair or concessional rates as it thinks
          or otherwise transfer any properties or goods of the company to or in
          favour of any public or local body or authority, central or state
          government, governmental agencies, public institutions, trusts or
          funds recognised or approved by the central government or state
          governments or any authorities specified for the purpose by such
          government;

33.  Subject to the provisions of the Act, to subscribe to or contribute to or
     undertake or otherwise assist any national, charitable, benevolent,
     religious, public, scientific, rural, general or other useful object or
     institution as the company deems fit;

34.  To provide for the welfare of directors or persons in the employment of the
     company, or formerly in the employment of the company and the wives, widows
     and other family members of such persons by grants of money, pensions,
     superannuation gratuity, insurance, bonus, medical benefits or otherwise;

                                       4
<PAGE>

35.  To establish and maintain or procure the establishment and maintenance of
     any non-contributory or contributory provident, gratuity, pension or
     superannuation funds and give and procure the giving of money, pension,
     superannuation, gratuity, insurance, bonus, medical benefits or other
     amounts to any directors or persons who are or were at any time in the
     employment or service of the company;

36.  To establish, undertake and execute or procure the establishment,
     undertaking execution of any trust, either gratuitously or otherwise;

37.  To procure the company to be registered or recognised in any foreign
     country;

38.  To arrange for risks of all kinds likely to affect the company to be
     covered by insurance.

39.  Subject to the provisions of the Companies Act, 1956 as amended by the
     Companies (Amendment) Act, 1985, to contribute to any political party or
     for any political purpose to any person.

(C)  THE OTHER OBJECTS FOR WHICH THE COMPANY IS FORMED ARE:

1.   To carry on the business of giving on lease or rent, or sell under a scheme
     of hire-purchase or instalment, computers, digital / electronic equipments,
     computer hardware and software products, computer peripherals and
     consumables and accessories thereof;

2.   To undertake and execute systems audits for persons owning or using
     computer systems and to generally assist them in the more economic and / or
     efficient utilisation therefore;

3.   To provide consultancy services in regard to the design, development,
     manufacture and use of all products and things incorporated in clauses
     III(A) and III(C) hereof;

4.   To undertake and execute job works in relation to and / or to give others
     job works in respect of, any of the business mentioned in the main and
     other objects of the company;

5.   To set up and run electronic video game parlours and recreation centres;

IV   The liability of the members in the Company is limited.

V    The authorised share capital of the Company is Rs. 25.00 crores (Rs. Twenty
Five crores)[/2/] divided into 2,50,00,000 (Two crores Fifty lakhs only) shares
of Rs.10/-(Rs. Ten) each. The company shall have power, at any time and from
time to time, to increase or reduce its capital. Any of the said shares and any
new shares may, at any time and from time to time, be divided into shares of
several classes in such manner as the articles of association of the Company may
prescribe and the shares of each class may confer such preferred or other
special rights and privileges and impose such restrictions and conditions
whether in regard to dividend, voting, return of capital or otherwise as will be
prescribed in or under the articles of association.


_______________________
/2/ Authorised Share Capital increased from Rs.25 lakhs to Rs.15 crores by
Special Resolution passed in an Extra-ordinary General Meeting held on 30/th/
June 1997. By Special Resolution passed on an Extra-ordinary General Meeting
held on 30/th/ November 1998, the authorised share capital was increased from
Rs.15 crores to Rs.17 crores. Further the same has increased from Rs. 17.00
crores to 25.00 crores vide special resolution passed in the Extraordinary
General Meeting held on 19.03.1999.

                                       5
<PAGE>

       We, the several persons whose names and addresses have been subscribed
hereunder are desirous of being formed into a Company in pursuance of the
Memorandum of Association and we respectively agree to take the number of shares
in the capital of the Company set opposite our respective names.


<TABLE>
<CAPTION>
Sl.No      Name, address, description and occupation   Number of Equity      Name, address, description,
                 of subscribers and signatures          Shares taken by      occupation and signature of
                                                        each subscriber                witness
-------------------------------------------------------------------------------------------------------------------
<S>        <C>                                         <C>
1.         B. Ramalinga Raju,                                 100            A.  VENKATARAMAPPA, B.Com, CA Final
           Plot No.1242,                                     (One            109 Venkata Ramana Towers,
           Road No.62,                                      hundred          Opp. Skyline Theatre,
           Jubilee Hills,                                    only)           Baheerbagh,
           Hyderabad 500 033.                                                Hyderabad 500 029.

           OCCUPATION: BUSINESS
                                                                             Sd/-
           Sd/-
-----------------------------------------------------------------------
2.         B. Rama Raju                                       100
           H.NO.:1-10-72/A                                   (One
           Chikoti Gardens,                                 hundred
           Begumpet,                                         only)
           Hyderabad 500 016.

           OCCUPATION: BUSINESS

           Sd/-
-----------------------------------------------------------------------
3.         Satyam Computer Services Ltd.                      30
           I Floor May Fair Buildings,                   (Thirty only)
           S.P. Road, Secunderabad.
-----------------------------------------------------------------------
                                                              230
                                                             (Two
           Total Shares Taken                               Hundred
                                                         Thirty only)
 ----------------------------------------------------------------------
</TABLE>


Date : 4-11-95

Place: Hyderabad

                                       6

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