Exhibit 3

Section 4.03 of the Bylaws of Syntel, Inc., as amended:

BE IT RESOLVED, that Section 4.03 of Syntel, Inc.'s Bylaws is hereby amended to
read in its entirety as follows:

                  4.03 SPECIAL MEETINGS. Special meetings of shareholders may be
         called by the Board of Directors, the Chairman of the Board (if such
         office is filled) or the President and shall be called by the President
         or Secretary at the written request of shareholders holding a majority
         of the shares of stock of the corporation outstanding and entitled to
         vote. The request shall state the purpose or purposes for which the
         meeting is to be called. At any special meeting of shareholders, the
         business which may be transacted shall be limited to that which was
         specifically stated in the notice of such special meeting provided to
         shareholders.