Overview

ICICI Bank is India's second-largest bank with total assets of Rs.

3,767.00 billion (US$ 96 billion) at December 31, 2007 and profit after
tax of Rs. 30.08 billion for the nine months ended December 31, 2007.
ICICI Bank is second amongst all the companies listed on the Indian
stock exchanges in terms of free float market capitalization*. The Bank
has a network of about 955 branches and 3,687 ATMs in India and
presence in 17 countries. ICICI Bank offers a wide range of banking
products and financial services to corporate and retail customers through
a variety of delivery channels and through its specialized subsidiaries
and affiliates in the areas of investment banking, life and non-life
insurance, venture capital and asset management. The Bank currently
has subsidiaries in the United Kingdom, Russia and Canada, branches in
Unites States, Singapore, Bahrain, Hong Kong, Sri Lanka, Qatar and
Dubai International Finance Centre and representative offices in United
Arab Emirates, China, South Africa, Bangladesh, Thailand, Malaysia
and Indonesia. Our UK subsidiary has established a branch in Belgium.

ICICI Bank's equity shares are listed in India on Bombay Stock

Exchange and the National Stock Exchange of India Limited and its
American Depositary Receipts (ADRs) are listed on the New York
Stock Exchange (NYSE).
 History

ICICI Bank was originally promoted in 1994 by ICICI Limited, an

Indian financial institution, and was its wholly-owned subsidiary.
ICICI's shareholding in ICICI Bank was reduced to 46% through a
public offering of shares in India in fiscal 1998, an equity offering in the
form of ADRs listed on the NYSE in fiscal 2000, ICICI Bank's
acquisition of Bank of Madura Limited in an all-stock amalgamation in
fiscal 2001, and secondary market sales by ICICI to institutional
investors in fiscal 2001 and fiscal 2002. ICICI was formed in 1955 at
the initiative of the World Bank, the Government of India and
representatives of Indian industry. The principal objective was to create
a development financial institution for providing medium-term and
long-term project financing to Indian businesses. In the 1990s, ICICI
transformed its business from a development financial institution
offering only project finance to a diversified financial services group
offering a wide variety of products and services, both directly and
through a number of subsidiaries and affiliates like ICICI Bank. In
1999, ICICI become the first Indian company and the first bank or
financial institution from non-Japan Asia to be listed on the NYSE.

After consideration of various corporate structuring alternatives in the

context of the emerging competitive scenario in the Indian banking
industry, and the move towards universal banking, the managements of
ICICI and ICICI Bank formed the view that the merger of ICICI with
ICICI Bank would be the optimal strategic alternative for both entities,
and would create the optimal legal structure for the ICICI group's
universal banking strategy. The merger would enhance value for ICICI
shareholders through the merged entity's access to low-cost deposits,
greater opportunities for earning fee-based income and the ability to
participate in the payments system and provide transaction-banking
services. The merger would enhance value for ICICI Bank shareholders
through a large capital base and scale of operations, seamless access to
ICICI's strong corporate relationships built up over five decades, entry
into new business segments, higher market share in various business
segments, particularly fee-based services, and access to the vast talent
pool of ICICI and its subsidiaries. In October 2001, the Boards of
Directors of ICICI and ICICI Bank approved the merger of ICICI and
two of its wholly-owned retail finance subsidiaries, ICICI Personal
Financial Services Limited and ICICI Capital Services Limited, with
ICICI Bank. The merger was approved by shareholders of ICICI and
ICICI Bank in January 2002, by the High Court of Gujarat at
Ahmedabad in March 2002, and by the High Court of Judicature at
Mumbai and the Reserve Bank of India in April 2002. Consequent to
the merger, the ICICI group's financing and banking operations, both
wholesale and retail, have been integrated in a single entity.
 Board Members

• Mr. N. Vaghul, Chairman

• Mr. Sridar Iyengar
• Mr. Lakshmi N. Mittal
• Mr. Narendra Murkumbi
• Mr. Anupam Puri
• Mr. Arun Ramanathan
• Mr. M.K. Sharma
• Mr. P.M. Sinha
• Prof. Marti G. Subrahmanyam
• Mr. T.S. Vijayan
• Mr. V. Prem Watsa
• Mr. K.V. Kamath, Managing Director & CEO
• Ms. Chanda Kochhar, Joint Managing Director & Chief Financial
Officer
• Mr. V. Vaidyanathan, Executive Director
• Ms. Madhabi Puri-Buch, Executive Director
• Mr. Sonjoy Chatterjee, Executive Director
 Board Committees

Board Governance & Remuneration

Audit Committee
Committee
Mr. Sridar Iyengar Mr. N. Vaghul
Mr. Narendra Murkumbi Mr. Anupam Puri
Mr. M. K. Sharma Mr. M. K. Sharma
Mr. P. M. Sinha
Prof. Marti G. Subrahmanyam

Customer Service
Credit Committee
Committee
Mr. N. Vaghul Mr. N. Vaghul
Mr. Narendra Murkumbi Mr. Narendra Murkumbi
Mr. M.K. Sharma Mr. M .K. Sharma
Mr. P.M. Sinha Mr. P. M. Sinha
Mr. K. V. Kamath Mr. K. V. Kamath
Fraud Monitoring
Risk Committee
Committee
Mr. M. K. Sharma Mr. N. Vaghul
Mr. Narendra Murkumbi Mr. Sridar Iyengar
Mr. K. V. Kamath Prof. Marti G. Subrahmanyam
Ms. Chanda D. Kochhar Mr. V. Prem Watsa
Mr. V. Vaidyanathan Mr. K. V. Kamath

Share Transfer &

Shareholders'/ Investors' Asset-Liability Management Committee
Grievance Committee
Mr. M. K. Sharma Ms. Chanda D. Kochhar
Mr. Narendra Murkumbi Ms. Madhabi Puri-Buch
Ms. Chanda D. Kochhar Mr. Sonjoy Chatterjee
Ms. Madhabi Puri-Buch Mr. V. Vaidyanathan

Committee of Directors

Mr. K. V. Kamath
Ms. Chanda D. Kochhar
Ms. Madhabi Puri-Buch
Mr. Sonjoy Chatterjee
Mr. V. Vaidyanathan
 CEO PROFILE

K V Kamath: KV Kamath was born on December 2, 1947, in

Mangalore, Karnataka, and is a mechanical engineering by

education. He did his MBA from IIM-Ahmedabad. After

graduating from IIM in 1971, he started his career with ICICI

in the project finance division and moved on to different

departments. In 1998, Kamath joined the Asian Development

Bank, Manila, in their private sector department. In may 1996,

he returned to ICICI as its managing director and chief

executive officer, a position he still holds. He is a member of

the governing board of various educational institutions,

including IIM-Ahmedabad, Indian school of Business-

Hyderabad, National Institute of Bank Management and

Manipal Academy of Higher Education.

Location

ICICI Bank

Location Details

Location Type Address

Registered Office Landmark Race Course Circle
Vadodra - 390007
Gujarat - India
Phone : 2339923, 2339924, 2339925, 2339927, 2339928
Fax : 2339926
Email : jyotin.mehta@icicibank.com
Internet : N.A.

Corporate Office ICICI Bank Towers Bandra-Kurla Complex

Mumbai - 400051
Maharashtra - India
Phone : 26531414
Fax : 26531122
Email : jyotin.mehta@icicibank.com
Internet : N.A.
Head quarters

ICICI Bank
ICICI Bank Towers, Bandra-Kurla Complex
Mumbai, 400 051, India
Phone: +91-22 2653 1414
Fax: +91-22 2653 1175

Branches:

The Bank has a network of about 955 branches and 3,687 ATMs in
India and presence in 17 countries.

Major Branches in Andhra Pradesh:

• Hyderabad / secunderabad
No. 514, Road No. 12,
Banjara Hills, Andhra Pradesh.
HYDERABAD, 500034

1st Floor, East Wing,

1-11-256, Street No 1,Begumpet
HYDERABAD , 500016

ICICI Bank Ltd, D. No.22-8-290/291,

Nayapul X Road, Charminar,
HYDERABAD , 500002
ICICI Bank Ltd,D. No.2-42/1 to 8, GBR Towers,
Chaitanya Puri, Dilsukhnagar,
HYDERABAD , 500060

ICICI Bank Ltd, Plot No- 1259, Road no. 36, Jubilee Hills, Hyderabad
HYDERABAD, 500033

• Vijayawada

40-1-127,128 and 129, Murali Chambers,

M G Road,
VIJAYAWADA , 520010

ICICI Bank Ltd.,

9-61-8, BRP Road, Vijayawada
VIJAYAWADA , 520001

• VIZAG

47-14-18, Isnar Satyasri Complex, Main Road, Dwarkanagar, Vishakapatnam.

VISHAKAPATNAM, 530016

Srinivasa Plaza, Plot No. HIG 244, Sector - IV, M V P colony, Vishakapatnam.
VISHAKAPATNAM, 530017

Door No10 50 81 A B, Vijayalakshmi Nilayam,

Opp Lazarus Hospital, Waltair Main Road, Ram Nagar,
VISHAKAPATNAM , 530002
MANAGING ACTIVITIES
At ICICI Bank, we offer corporates a wide range of products and services, the
technologies to leverage them anytime, anywhere and the expertise to customize
them to client-specific requirements.

From cash management to corporate finance, from forex to acquisition financing,

we provide you with end-to-end services for all your banking needs. The result is an
overall financial solution for your company that helps you accomplish your
objectives.

• ICICI Bank can guide you through the universe of strategic

alternatives - from identifying potential merger or acquisition
targets to realigning your business' capital structure.
• ICICI Bank has been the foremost arrangers of acquisition
finance for cross border transactions and is the preferred
financer for acquisitions by Indian companies in overseas
markets.
• The Bank has also developed Forex risk hedging products for
clients after comprehensive research of the risks a corporate
body is exposed to, e.g., Interest Rate, Forex, Commodity,
Credit Risk, etc.
• We offer you global services through our correspondent banking
relationship with 950 foreign banks and maintain a NOSTRO
account in 19 currencies to service you better and have
strong ties with our neighbouring countries
• ICICI Bank is the leading collecting bankers to Public &
Private Placement/ Mutual Funds/ Capital Gains Bonds
issues. Besides, we have products specially designed for the
financial intermediaries to meet their unique requirements.
• We support your international business by meeting working
capital requirements of export and import financing. We also
have a host of non-funded services for our clients.
• Whatever your industry, size or financial requirements, ICICI
Bank has the expertise and the solutions to partner you all the
way.

Transaction Banking
The Bank delivers world class banking services to financial sector clients. Our
current roaming accounts empower you with 'Anytime, Anywhere Banking'. They
are designed for your convenience.
Our comprehensive collection and payment services span India's largest CMS
network of over 4,500 branches.
We provide correspondent banking tie-ups with foreign banks to assist them in
their India-related businesses.

Loan Syndication
The FISG is responsible for syndication of loans to corporate clients.
We ensure the participation of banks and financial institution for the syndication of
loans. Some of the products syndicated are
• Project Finance
• Corporate Term Loans
• Working Capital Loans
• Acquisition Finance, etc.

Sell Down
ICICI Bank is a market leader in the securitisation and asset sell-down market.
From its portfolio, the FISG offers different products to its clients in this segment.
The products are:
• Asset-Backed Securities (ABS).
Awards & Recognitions

ICICI Bank
2008

ICICI Bank wins the 'Excellence in Remittance Business 2007' award

by The Asian Banker

Ms. Madhabi Puri Buch, ED, ICICI Bank wins FICCI's "Young Women
Achievers" Award

Mr. K. V. Kamath, MD & CEO, ICICI Bank wins "The Asian Banker
Leadership Achievement Award" for the Asia Pacific and Gulf Region
2007

EuroWeek award for “Most Improved Market Profile”

The award is designed to recognise the institution that has been most
successful in building its own niche in Asia's competitive syndicated
loan market

The Asset Triple A Transaction Banking Awards, 2008

• Best Trade Finance Bank in India
 • Best Transaction Bank in India
• Best Cash Management Bank in India
• Best Domestic Custodian in India

Global Finance Award for:

• Best "Trade Finance Bank and Provider" in India

ICICI Bank wins the Gold Shield for " Excellence in Financial
Reporting" by Institute of Chartered Accountant of India (ICAI) for the
Year ended March 31, 2007

Mr. K. V. Kamath, MD & CEO, ICICI Bank awarded the "Padma

Bhushan"
2007

ICICI Bank won the "Most Customer Responsive Company" award in

the Banking and Financial Services vertical at The Economic Times -
Avaya Global Connect Customer Responsiveness Awards 2007

Asset Asian Awards 2007 Triple A

1. Country Awards for the Best Domestic Bank in India
2. Triple A House and Deal Awards for
a. Best Investment Grade Bond- India
b. Best follow on offering for The Asset 2007

c. Best Syndicated Loan

ICICI Bank won "The Bankers Award" for the Bank of the Year (India)

Mr. K. V. Kamath is Forbes Asia's Businessman of the Year.

ICICI Bank named as one of the "Fabulous 50 companies in Asia" by

Forbes Asia

Mr. K. V. Kamath won the Lifetime achievement Award at the seventh

Annual Teacher's Achievement Awards.

Ms. Chanda Kochhar won the Teachers Achievement Award in the

business category.

Best Regional Private Bank - Asia Pacific Award at the 17th Private
Banker International Awards.

Mr. K. V. Kamath featured among Asiamoney's top 100 most powerful

businessmen from Asia.

Ms Chanda Kochhar ranked 33rd in the Fortune's List of 50 Most

Powerful Women in Global Business.
 ICICI Bank was one of the four Indian companies to make it to the
global list of Top Companies for Leaders 2007, according to a survey
conducted by Hewitt Associates in partnership with the RBL group
and Fortune magazine.

ICICI Bank adjudged winner of the annual CIO 100 awards in

recognition of the organization's pre-eminence in the area of
Innovative technology deployment.

Ms Chanda Kochhar featured in the list of Business Today's 25 most

powerful women leaders.

Best private sector bank by Outlook Money NDTV Profits Awards

2007

The Uptime Champion Awards 2007

The Economic Times Business Leader of the Year Award for

Mr.K.V.Kamath

CNBC Awaaz Consumer Awards 2007 for:

Most Preferred brand for Auto Loans
Most Preferred brand for Credit Cards
Most Preferred brand for Financial Advisory Services
Most Preferred brand for Home Loans.

Global Finance Awards for :

The Best Consumer Internet Bank in India.
The Best Corporate / Institutional Internet Bank in India.

ICICI Bank has won the Euromoney Award for the "Best Bank in
Asia" and "Best Bank in India"

Asia's Best Financial Borrower 2007 - Euromoney

Best Bank in the New Private Sector Bank category By Financial

Express.

Excellence in Remittance Business Award, 2006 from Asian Banker.

ICICI Bank has won the Reader’s Digest Trusted Brand Gold Award
for the Bank category in India in 2007.

2006

Bank of the Year 2006 India by the Banker

THE ASSET TRIPLE AAA Awards for :
Best Transaction Bank in INDIA
Best Trade Finance in India
 Best Domestic Custody in India
Business Standard's Banker of the Year for Mr.K.V.Kamath
CNBC-TV18 India Business Leader Award for Mr. K. V. Kamath
Business India's Best Bank of the Year 2006
Ms.Chanda Kochhar featured on Fortune's 50 Most Powerful Women
in International Business.
NDTV Profit Business Leadership Award in the Banking category.
Ms. Kalpana Morparia and Ms. Lalita Gupte featured on Forbes Most
Powerful Women
CII National Award for Energy Management
Business Baron - Most Admired Bank
Global Finance Award for World's Best Foreign Exchange Bank from
India" and the "World's Best Trade Finance from India"
Global Finance Awards for :
Best Integrated Consumer Bank Site in Asia
Bill Presentment and Payment in Asia
Best Consumer Internet Bank in India
Best Corporate/ Institutional Internet Bank in India
ICICI Bank wins three awards for outstanding performance from Asian
Banker
Best Retail Bank India
Excellence in Multi Channel Distribution
Excellence in Automobile Lending Award
Reader's Digest India - Most Trusted Brand Award for 2006 voted by
consumers

Social responsibilities

ICICI was going to establish a ICICI Foundation and fund it with 1% of

its profits. Even one of its very senior executive was going to head this
foundation

Rural Thrust: ICICI Bank has identified rural sector as one of the major
areas of growth. It is creating holistic propositions to address this
opportunity. ICICI Bank has formulated a comprehensive strategy for
rural, micro-banking and agri business encompassing a range of
products and multiple delivery channels. The objective is to meet the
needs of the rural economy while building a sustainable business model.
The range of products comprises six primary credit products – micro
finance loans, farmer financing, working capital financing for agri-
enterprises, farm equipment financing, commodity based financing and
jewel loans as well as savings investments and insurance products. The
rural delivery channels included branches at major agricultural markets,
credit franchisees, rural internet kiosks and micro-finance institution
partnerships targeting speciific segments of the rural populations.

Sustainable Development: The bank operates and supports a diverse

range of social projects in the areas of primary education, healthcare,
micro-finance, environment, research & bio technology, finance &
development. ICICI Bank’s work in the area of development aims at
facilitating wider participation by India’s poorer communities in social
and economic process. Its efforts are broadly divided into two spheres –
partnership based development intiatives and market-based direct
initiatives. For those initiatives that seek to make a broader impact on
socitey, ICICI Bank’s stategy has been to identitfy partners and work
with them to build competencies and effectiveness on the field. The
Bank has taken a more market-based direct approach for those
intitiatives that directly impact the economic well-being of individuals.
(www.icicicommunities.org)

Financial Counselling: ICICI Bank setup the DISHA Trust in April

2007 as part of ICICI Bank’s Corporate Social Responsibility activity.
Its main objectives are to provide free credit counselling, financial
education and debt management services to consumers and to increase
awareness about financial products and services, thus promoting better
understanding and decision making.

With centres around the country, DISHA Financial Counselling

provides its services FREE of cost to all customers, even to those of
other bank’s.

FINANCIAL MANAGEMENT

INITIAL CAPITAL:

Second largest Bank in India is now formally in place . RBI has given
approval for the reverse merger of ICICI Ltd with its banking arm ICICI
Bank. ICICI Bank with Rs 1 lakhs crore asset base bank is second only
to State Bank of India, which is well over Rs 3 lakh crore in size. RBI
also cleared the merger of two ICICI subsidiaries, ICICI Personal
Financial Services and ICICI Capital Services with ICICI Bank.

The merger is effective from the appointed dated of March 30, 02, and
the swap ratio has been fixed at two ICICI shares for one ICICI Bank
share.

WORKING CAPITAL:

Major Holders

BREAKDOWN

% of Shares Held by All Insider and 5% Owners: NaN

% of Shares Held by Institutional & Mutual Fund Owners: 21%

% of Float Held by Institutional & Mutual Fund Owners: 21%

Number of Institutions Holding Shares: 270

TOP INSTITUTIONAL HOLDERS

Holder Shares % Out Value* Reported

Capital World Investors 8,969,350 1.61 $342,539,476 31-Mar-08

GILDER, GAGNON, HOWE & CO. 5,593,445 1.01 $213,613,664 31-Mar-08

MARSICO CAPITAL MANAGEMENT, LLC 4,915,178 .88 $187,710,647 31-Mar-08

JANUS CAPITAL MANAGEMENT, LLC 4,494,295 .81 $171,637,126 31-Mar-08

OPPENHEIMER FUNDS, INC. 4,273,720 .77 $163,213,366 31-Mar-08

UBS GLOBAL ASSET MANAGEMENT
4,048,931 .73 $154,628,674 31-Mar-08
(AMERICAS) INC

DEUTSCHE BANK AKTIENGESELLSCHAFT 3,737,967 .67 $142,752,959 31-Mar-08

Temasek Holdings (Private) LImited 3,633,482 .65 $138,762,677 31-Mar-08

TPG-AXON CAPITAL MANAGEMENT LP 2,925,000 .53 $111,705,750 31-Mar-08

ABERDEEN ASSET MANAGEMENT PLC 2,783,530 .50 $106,303,010 31-Mar-08

TOP MUTUAL FUND HOLDERS

Holder Shares % Out Value* Reported

EUROPACIFIC GROWTH FUND 6,961,650 1.25 $265,865,413 31-Mar-08

ISHARES MSCI EMERGING MARKETS INDEX

5,354,723 .96 $277,588,840 29-Feb-08
FUND

JANUS CONTRARIAN FUND 3,275,369 .59 $125,086,342 31-Mar-08

OPPENHEIMER DEVELOPING MARKETS 2,658,700 .48 $137,827,008 29-Feb-08

NEW PERSPECTIVE FUND INC 2,033,050 .37 $77,642,179 31-Mar-08

FEDERATED KAUFMANN FUND 1,368,500 .25 $83,150,060 31-Jan-08

Columbia Fds Ser Tr-Columbia Marsico

1,099,856 .20 $57,016,535 29-Feb-08
International Opportuni

OPPENHEIMER GLOBAL FUND 1,078,400 .19 $66,321,600 31-Dec-07

JP Morgan Asia Equity Fund 1,000,000 .18 $38,190,000 31-Mar-08

DFA INVESTMENT DIMENSIONS-DIMENSIONS

949,468 .17 $57,452,308 30-Nov-07
EMERGING MKTS VALUE

* Value shown is computed using the security's price on the report date given.

ICICI Bank

BSE: 532174 NSE: ICICIBANK ISIN: INE090A01013

Industry : Banks - Private Sector

Balance Sheet ------------------- in Rs. Cr. -------------------

Mar '03 Mar '04 Mar '05 Mar '06 Mar '07
 12 mths 12 mths 12 mths 12 mths 12 mths
Capital and Liabilities:
Total Share Capital 962.66 966.40 1,086.75 1,239.83 1,249.34
Equity Share Capital 612.66 616.40 736.75 889.83 899.34
Share Application Money 0.00 0.00 0.02 0.00 0.00
Preference Share Capital 350.00 350.00 350.00 350.00 350.00
Reserves 6,320.65 7,394.16 11,813.20 21,316.16 23,413.92
Revaluation Reserves 0.00 0.00 0.00 0.00 0.00
Net Worth 7,283.31 8,360.56 12,899.97 22,555.99 24,663.26
Deposits 48,169.31 68,108.58 99,818.78 165,083.17 230,510.19
Borrowings 34,302.42 30,740.24 33,544.50 38,521.91 51,256.03
Total Debt 82,471.73 98,848.82 133,363.28 203,605.08 281,766.22
Other Liabilities &
17,056.93 18,019.49 21,396.17 25,227.88 38,228.64
Provisions
Total Liabilities 106,811.97 125,228.87 167,659.42 251,388.95 344,658.12
Mar '03 Mar '04 Mar '05 Mar '06 Mar '07
12 mths 12 mths 12 mths 12 mths 12 mths
Assets
Cash & Balances with
4,886.14 5,408.00 6,344.90 8,934.37 18,706.88
RBI
Balance with Banks,
1,602.86 3,062.64 6,585.07 8,105.85 18,414.45
Money at Call
Advances 53,279.41 62,095.52 91,405.15 146,163.11 195,865.60
Investments 35,462.30 42,742.86 50,487.35 71,547.39 91,257.84
Gross Block 4,812.98 5,090.20 5,525.65 5,968.57 6,298.56
Accumulated
752.26 1,033.79 1,487.61 1,987.85 2,375.14
Depreciation
Net Block 4,060.72 4,056.41 4,038.04 3,980.72 3,923.42
Capital Work In Progress 156.21 93.99 96.30 147.94 189.66
Other Assets 7,364.31 7,769.45 8,702.59 12,509.57 16,300.26
Total Assets 106,811.95 125,228.87 167,659.40 251,388.95 344,658.11
Contingent Liabilities 40,677.03 74,091.00 97,507.79 119,895.78 177,054.18
Bills for collection 5,661.98 8,025.13 9,803.67 15,025.21 22,717.23
Book Value (Rs) 113.10 130.67 170.35 249.55 270.37
 BSE: 532174 NSE: ICICIBANK Reuters: ICBK.BO ICBK.NS

Source : Asian CERC

Cash Flow ------------------- in Rs. Cr. -------------------

Mar '03 Mar '04 Mar '05 Mar '06 Mar '07
12 mths 12 mths 12 mths 12 mths 12 mths
Net Profit Before Tax 780.39 1902.22 2527.20 3096.61 3648.04
Net Cash From Operating
10711.91 7891.69 9131.72 4652.93 23061.95
Activities
Net Cash (used in)/from
-5743.22 -1323.04 -3445.24 -7893.98 -18362.67
Investing Activities
Net Cash (used in)/from
-11266.03 -4587.02 -1227.13 7350.90 15414.58
Financing Activities
Net (decrease)/increase In
-6297.35 1981.63 4459.34 4110.25 20081.10
Cash and Cash Equivalents
Opening Cash & Cash
12786.35 6489.00 8470.63 12929.97 17040.22
Equivalents
Closing Cash & Cash
6489.00 8470.63 12929.97 17040.22 37121.32
Equivalents

Profit & Loss account ------------------- in Rs. Cr. -------------------

Mar '03 Mar '04 Mar '05 Mar '06 Mar '07
12 mths 12 mths 12 mths 12 mths 12 mths
Income
Interest Earned 9,368.06 8,894.04 9,409.89 13,784.50 22,994.29
Other Income 3,158.72 3,064.92 3,416.23 5,036.62 6,962.95
Total Income 12,526.78 11,958.96 12,826.12 18,821.12 29,957.24
Expenditure
Interest expended 7,944.00 7,015.25 6,570.89 9,597.45 16,358.50
Employee Cost 403.02 546.06 737.41 1,082.29 1,616.75
Selling and Admin Expenses 1,745.52 921.58 1,040.49 2,360.72 4,900.67
Depreciation 505.94 539.44 590.36 623.79 544.78
Miscellaneous Expenses 722.11 1,299.53 1,881.77 2,616.78 3,426.32
Preoperative Exp Capitalised 0.00 0.00 0.00 0.00 0.00
Operating Expenses 3,332.67 2,955.35 3,177.78 5,274.23 8,849.86
Provisions & Contingencies 43.92 351.26 1,072.25 1,409.35 1,638.66
Total Expenses 11,320.59 10,321.86 10,820.92 16,281.03 26,847.02
Mar '03 Mar '04 Mar '05 Mar '06 Mar '07
12 mths 12 mths 12 mths 12 mths 12 mths
Net Profit for the Year 1,206.18 1,637.11 2,005.20 2,540.07 3,110.22
Extraordionary Items 0.00 0.00 0.00 0.00 0.00
Profit brought forward 19.56 5.05 53.09 188.22 293.44
Total 1,225.74 1,642.16 2,058.29 2,728.29 3,403.66
Preference Dividend 0.00 0.00 0.00 0.00 0.00
Equity Dividend 459.78 544.06 632.96 759.33 901.17
Corporate Dividend Tax 58.91 69.71 90.10 106.50 153.10
Per share data (annualised)
Earning Per Share (Rs) 19.68 26.71 27.22 28.55 34.59
Equity Dividend (%) 75.00 75.00 85.00 85.00 100.00
Book Value (Rs) 113.10 130.67 170.35 249.55 270.37
Appropriations
Transfer to Statutory Reserves 702.00 975.30 547.00 248.69 1,351.12
Transfer to Other Reserves 0.00 0.00 600.01 1,320.34 0.00
Proposed Dividend/Transfer to
518.69 613.77 723.06 865.83 1,054.27
Govt
Balance c/f to Balance Sheet 5.05 53.09 188.22 293.44 998.27
Total 1,225.74 1,642.16 2,058.29 2,728.30 3,403.66

ICICI Bank

Capital Structure
Period Instrument Authorized Issued -PAIDUP-
From To Capital Capital Shares Face Value Capital
(cr) (cr) (nos)
2006 2007 Equity 214.75 214.75 899266672 10 214.75
Share
2005 2006 Equity 214.75 153.84 153844503 10 153.84
Share
2004 2005 Equity 214.75 214.75 616391905 10 214.75
Share
2003 2004 Equity 214.75 214.75 613021301 10 214.75
Share
2001 2002 Equity 214.75 214.75 220358680 10 214.75
Share
2000 2001 Equity 214.75 196.82 196818880 10 196.82
Share
1999 2000 Equity 214.75 196.82 196818880 10 196.82
Share
1997 1999 Equity 214.75 165 165000700 10 165
Share
1995 1997 Equity 214.75 150 150000700 10 150
Share
1994 1995 Equity 214.75 150 700 10 0
Share

HUMAN RESOURCE MANAGEMENT

Campus recruitment
As a rapidly growing organization we look to induct post-graduate
management talent from various business schools across the country.
Enthusiastic and talented youth form the backbone of our banking
operations and will become our future leaders. What we offer is the
grooming needed to be the best. We offer a wide range of careers in all
functions including - Finance, Marketing, Operations, Information
Technology and Human Resources.

We are proud of our ability to nurture individuals and provide them the
space and empowerment they need to hone their talents. Our size gives
us the unique ability to provide fast growth and high responsibility early
in one’s career as well as multiple avenues to reach the top.

If you are on the verge of completing your management education and

believe that the amazing world of Banking is for you, there’s no better
place to start than ICICI Bank.

Selection Procedure

The M.B.A. admission process inevitably starts off with an entrance test. This is
basically a sieving process. This process is relative in nature rather than based on
individual scores i.e., if the general level of performance in a particular test is very
good a student who has done average may not be selected, whereas if the general
performance level is fair the student who has turned in an average performance may
be among the ones selected.
The format for the entrance test for the different schools/universities/ institutes
varies. Each institute also changes its format frequently. However the overall range
of abilities the entrance tests seek to test, remains more or less unchanged.
The aim of the entrance tests is to evaluate under stress, a candidate's general,
verbal, mathematical and analytical abilities which are critical for the M.B.A.
courses and a career in management. The management entrance tests calls for a
superior hold on the English language, quantitative prowess and sharp perceptive
mind. The entrance tests are constructed keeping the structure of the management
course in mind. Since the management course is grounded in mathematical
reasoning the test is designed to keep out those who are shaky with numbers. The
importance of command over the English language is related to the factor of
communication skills. Case studies have to be written, analysed and lectures have to
be followed in English which calls for a good command of the language. The
entrance tests seek to locate candidates who have the ability for creative and logical
reasoning revealing a decisive and perceptive mind.
The entrance test for an M.B.A. course is not in the nature of an IQ test devised by
psychologists; they are more in the nature of aptitude tests. Although aptitude for
something cannot really be created, at the same time it can definitely be built up an
intelligent and concerted effort.
All entrance tests are objective-type multiple-choice tests. The following elements
are generally included in an M.B.A. entrance test:

· Verbal ability & Comprehension in the English Language

· Mathematical/Quantitative Ability or Problem Solving
· Data Interpretation
· Analytical Reasoning

Of late, some management schools have introduced a section of analytical writing,

usually for the specialised management programmes.
The time available for each question varies between 30-45 seconds. Although it is
not expected that you would be able to answer all questions it is advisable to keep a
goal of attempting all questions.
The key to success in the test is constant practice and sufficient exposure to the
different types of questions. Systematic working for at least one year on the right
lines is advisable.

Final Selection
Candidates who qualify the first round of selections or the written test are called for
the final round of selections - Group Discussion and Personal Interview.
During the process of the group discussion, a candidate's leadership qualities are
assessed, his/her interaction with the group is observed along with his confidence
level and the quality of what he contributes to the discussion. A candidate appearing
for the interview for the final selection for an M.B.A. course faces an interview
board consisting of experts and specialists from the management institute and
industry. Brush up your General Knowledge, be confident about your personal
academic profile, likings, aspirations, strengths, goals and hobbies. Read a financial
paper regularly some months before the interview so that you have information on
the corporate world. If your opinion is sought try to give a balanced view.

Placements

The employment scenario for the management graduates is brightest for the premier
institutes. Top companies, multinationals, financial institutions, and banks wait
eagerly to sign them up even before they have completed their programme, on the
basis of their ongoing performance, academic record and performance in the campus
interviews. Fresh management graduates in top companies start their working life
with salaries upwards of Rs.25,000 and their remunerations and perquisites rise as
they learn how to go about adding value to their organisation's business.
The number of service industry management jobs is likely to be high compared to
the number of good-producing industry jobs. All managers plan, organise and
control the major functions of an organisation-be it the automobile manufacturer, the
department store, the local bank branch or the CEO of the MNC.
The spread of job opportunities of an MBA spans many industries and varied
organisations. With the vast range of jobs under its purview it is impossible to
generalize about prospects. However, one thing is certain that there is a serious
shortage of good managers although the entry to management jobs remains very
competitive.
Progress in any sector of the economy would automatically require professional
managers to handle the growth-hence the need for management graduates will
continue to be felt.

What happens after?

Once you obtain your desired job, you should still be applying the techniques and
approaches learned on the MBA to ensuring that you do your job effectively and
that your career needs are met. Application to job content is obvious but the same
goes to your own career management and achievement of your life objectives.
Think about your objectives at intervals. Take action if you feel that it is not
satisfactory.
Accept the idea of continuing education as a way of life all your life. You need not
take formal course work for this, but make it your style to read, watch educational
programmes on the TV and attend industry meetings where new trends surface. Just
as you work to keep fit, get into the habit of doing an information workout on a
regular basis.
If you want to lead in the 21st century, learn to handle money and to manage
technology. If you have mastered one, pick up the other during evening or weekend
studies. Money and technology are an unbeatable combination.

A Career in Management

If you wish to be in a career where you are making decisions, shaping

company policies, setting new growth records and making your firm a Fortune
500 company, then business management is the track you should be on.
Although many students opt for management courses after graduation, their
reasons for doing so vary considerably. Some do it because all their friends
plan to, others in anticipation of a good job on completion of the management
course.
The MBA(Master of Business Administration) is the most popular business
qualification in the world. Most prospective students regard the MBA as an
adjunct to their career. They believe that the MBA is about success in the
corporate world in terms of both promotion and salary. It is a broadening
process, designed to introduce the student to all the main management
functions. Accountancy, Economics, Finance, Human Resource Management,
Information Management, Marketing, Production and Operations
Management, Business Policy, Bovernment and the International Economy,
Organisational behaviour, Quantitative methods, would be the core of a
serious management programme. Most management programmes allow the
students to pick out a stream to specialise in during their second year of the
MBA programme, building upon their first year grounding. The MBA also
seeks to improve effectiveness. It is designed like a physical fitness regime.
Not only are broad management functions introduced, students are drilled in
them so that they respond swiftly, almost automatically. The case method of
teaching in which real-life corporate problems are analysed, is a classic way of
doing this.

What does it involve?

Management of a business is the process of planning, organisation, leading
and controlling efforts of members of an organisation and using the available
resources of the organisation to achieve the organisational goals. When the
process of planning, organising, leading and controlling is applied to business
organisations, it is called business management. The current trend of thought
regarding management is that it is both an art and a science. The element of
science is present in the theory of management while the ability to apply it
correctly represents the art element.
Work Environment

Working conditions vary according to the position, employer and

industry. You just cannot expect any standardised pay packet or work
environment or set of responsibilities. Most managers, however, work
long hours and in some industries regularly work night shifts too. The
pace of work also varies. In media, managers are subject to constant
deadlines, in the retail trade businesses, seasonal changes in activity are
pronounced. Managers are decision makers. They set goals and policies
and work through other people to reach them. As a business executive or
manager, you are directing others in sales, research, production,
accounting, and purchasing. There is often a lot of teamwork involved.
Management consulting and financial services have always been the
traditional routes to top jobs and high salaries for MBA graduates. Both
these sectors have cut MBA recruitment in recent years.
Management consultants collect, review and analyse data, make
recommendations and assist in the implementation of proposals. An
Operations manager improves productivity and performance of an
organisation. They are problem solvers, problems typically revolving
around inventory control, personnel schedules, security, forecasting,
resource allocation, product mix and distribution systems.
Personnel and Industrial Relations / Labour Welfare Officers / Managers
deal with people, some deal with interviewing, selecting and
recommending, others handle union-management relations ,some handle
wage and salary administration, others specialise in training and career
development on the job. Commonly know as human resource manager,
they may oversee several departments, each headed by an experienced
manager specialising in one of the above-mentioned activities.
Financial managers oversee the cash flow and develop information to
assess the future financial status of a business.
An MBA may become a Bank manager in the private sector or in a
foreign bank. Banks are in the "money" business and the bank manager
is responsible for the management of the bank's business.
Market analysts use market research to plan, implement and analyse
surveys to learn more about consumers' want, needs and spending
patters. Marketing is a fascinating and challenging job that is attracting
top MBA students because of its influence on company business
strategies.

Levels of responsibility
In any business organisation there are a series of management positions
from the top to the bottom. The amount of authority and status of any
managerial position is determined by the level of management. Broadly,
there are three levels of management -- top, middle and lower. In the top
management level we have the board of directors, chief executives and the
departmental heads. These people provide leadership to the organisation
and establish overall long-term goals. The middle level management
consists of the departmental managers who receive orders, suggestions
and decisions from the top management and convey them to the lower
level for implementation. The lower level management is responsible for
day-to-day working of the organisations.

Education & Training

The allure and financial reward of a career in management have fuelled
an unexpected boom in application to business schools/institutes from the
mid-eighties and the interest is till escalating. The demand far exceeds the
supply and so there is a mad scramble among students to join the business
schools in the country. The candidates applying for the M.B.A.
programmes in reputed business schools are too many and the seats
available are too few.
 The minimum educational qualification for entry into the M.B.A.
programme is graduation in any stream. Some universities and business
schools do lay down a minimum aggregate of 50% for being eligible to
apply for their MBA programmes.
Admission notifications appear from August onwards. Another twenty
business schools use the Common Admission Test being conducted by the
Indian Institutes of Management as the written test for the first round of
selection.

Employees Benefits

“Where your money works’

Advantages to employees

Employees automatically become ICICI Bank Salary Account

holders with special benefits and privileges and receive instant salary
credit. The benefits include International debit card, corporate card with
Individual Liability (CCIL), access to Phone Banking and Internet
Banking, Demat accounts, and a host of other services to complement
their savings account. Here are some of the features of ICICI Bank
Salary Account: -

BANKING

• Welcome-Kit
No more waiting for weeks to get your chequebook and debit
cards. ICICI Bank Salary Account customers will have the
facility of filling up a form and getting their chequebooks and
debit cards immediately.
• Money Multiplier : The Money Multiplier feature gives you the
liquidity of a Savings Account coupled with high earnings of a
Fixed Deposit. This is achieved by creating a Fixed Deposit
linked to your Savings Account providing you the following
unique facilities. …more
• Debit Card
We offer an International “N-Cash” Debit card to our Salary
Account customers to provide them access to our extensive ATM
network. The card also allows them to shop at over 11,000
merchant establishments. N-Cash is a Visa electron card, which
gives the cardholder access to more than a million merchant
establishments and Visa ATMs all over the world.

• Free Internet Banking

ICICI Bank Internet Banking, ICICI Bank's Internet Banking
facility gives your employees the freedom to operate their
account from the convenience of their home, office or from
anywhere in the world.

• Online Funds Transfer

No need for cash withdrawals and cheque deposits. We give your
employees the facility to transfer funds online from any part of
the world.

• Mobile Banking **
Your employees can receive alerts on their mobile handsets
providing them information about their ICICI Bank Accounts and
ICICI Credit Cards Account. Now customers can also know the
balance and other details of their accounts by requisitioning for it
through SMS.

• Phone Banking **
Your employees can use our phone banking facility to do banking
transactions through our customer care centres.

• Free Utility Bill Payments

No queues. No wasted minutes. Now your employees can pay
utility bills like electricity, phone bills etc. using ICICI Bank
Internet Banking.

• Reimbursement Account
If you opt to disburse/reimburse the travel, food etc. expenses via
reimbursement accounts, a reimbursement account can be opened
simultaneously along with the Salary Account savings bank
 account, which would be linked together with the debit card
already held by your employee.

• Free Remittance Facilities

Salary Account customers can avail of free remittance (demand
drafts, cheques, pay orders) up to Rs.25,000 on ICICI Bank
network.

• Cash Delivery and Cheque Pick-up Facility **

If your office is located far away from our branch or ATM, we
can, on request deliver cash to you or pick up your cheques to be
deposited.

• Bureau de change

Your employees can meet all their foreign currency needs, buy
internationally valid travelers cheques issued by Thomas Cook,
American Express, VISA and avail of a host of other travel
related services.

CARDS & LOANS

• CCIL - Silver Card

Salary Account holders have the privilege of receiving the ICICI
Bank Silver credit card (Corporate Card with Independent
Liability), free for the first year(available subject to employees
satisfying the eligibility criteria).
• Personal Loans *
As a special offering, our Salary Account customers would be
extended personal loans.
• Home Loans *
Home Loans from ICICI Bank comes to you with attractive
interest rates and personalised service in the comfort of your
home.
 • Car Loans *
Car Loans from ICICI Bank come to you with instant approval,
hassle-free documentation and competitive interest rates.
• Two Wheeler Loans *
Two-Wheeler loans from ICICI Bank come to you at attractive
interest rates coupled with a flexible financing option.
• Loans Against Securities **
ICICI Bank will advance loans to Salary Account holders
against securities and mutual funds owned by them.

INVESTMENT SERVICES

• Demat Services
A Demat Account will let your employees transact in shares
instantaneously in a safe and secure manner.
• Relief Bonds/ Mutual Funds/ Insurance
Salary Account customers can now invest in Government of India
relief and savings bonds, a basket of mutual funds, foreign
exchange facilities and Insurance products through ICICI Bank.
• Gold Coin
Employees can buy 24 karats Pure Gold, which ICICI Bank
brings to you. Each coin comes to you straight from Switzerland.
Refined to 99.99% fine gold and sealed with a unique Certificate
of Authenticity- guaranteeing you its purity.

ICICI Bank

Notes to Accounts Year End : Mar '07

1. Includes:

a) 110,967,096 equity shares of Rs.10 each issued vide prospectus dated

December 8, 2005.

b) 37,237,460 equity shares of Rs. 10 each issued consequent to issue

of 18,618,730 American Depository Shares vide prospectus dated December
6, 2005.

2. For these preference shares, the notification dated April 17, 2002
from Ministry of Finance, Government of India, issued on the
recommendation of Reserve Bank of India (RBI), under Section 53 of the
Banking Regulation Act, 1949 had exempted the Bank from the restriction
of Section 12(1) of the Banking Regulation Act, 1949, which prohibits
the issue of preference shares by banks, for a period of five years.
The Bank has applied to the RBI for making a recommendation to Central
Government for continuation of such exemption.

B. NOTES FORMING PART OF THE ACCOUNTS

The following additional disclosures have been made taking into account
the requirements of accounting standards and RBI guidelines in this
regard.

1. Merger of The Sangli Bank Limited

On December 9, 2006, the Board of Directors of ICICI Bank and the Board
of Directors of The Sangli Bank Limited (`Sangli Bank') at their
respective meetings, approved an all-stock amalgamation of Sangli Bank
with ICICI Bank at a share exchange ratio of 100 shares of ICICI Bank
for 925 shares of Sangli Bank. Shareholders of Sangli Bank have
approved the scheme in their extra-ordinary general meeting held on
January 15, 2007 and shareholders of ICICI Bank have approved the
scheme of amalgamation in their extra-ordinary general meeting held on
January 20, 2007.

RBI has sanctioned the scheme of amalgamation with effect from April
19, 2007 vide its order DBOD No. PSBD 10268/16.01.128/2006-07 dated
April 18, 2007 under sub-section (4) of Section 44A of Banking
Regulation Act, 1949.

As on March 31, 2006, Sangli Bank had total assets of Rs. 21,508.5
million, deposits of Rs. 20,043.3 million, loans of Rs. 8,882.8 million
and capital adequacy of 1.6%. During the year ended March 31, 2006, it
incurred a loss of Rs. 292.7 million.

For the purpose of computing the ratios, working funds represent the
average of total assets as reported to RBI under Section 27 of the
Banking Regulation Act, 1949.

For the purpose of computing the ratio, assets represent average total
assets as reported to RBI in Form X under Section 27 of the Banking
Regulation Act, 1949.

For the purpose of computing the ratio, deposits and advances are the
total deposits and total advances as reported to RBI in Form A under
Section 27 of the Banking Regulation Act, 1949. The average deposits
and the average advances represent the simple average of the figures
reported in Form A to RBI under Section 27 of the Banking Regulation
Act, 1949.

Information about business and geographical segments

Business Segments

Consumer and Commercial Banking comprising of the retail and corporate

banking operations of the Bank.

Investment Banking comprising the treasury operations of the Bank.

Inter-segment transactions are generally based on transfer pricing

measures as determined by management. Income, expenses, assets and
liabilities are either specifically identified with individual segments
or are allocated to segments on a systematic basis.

Based on such allocations, segmental balance sheet as on March 31, 2007

and March 31, 2006 and segmental profit & loss account for the year
ended March 31, 2007 and for the year ended March 31, 2006 have been
prepared.

Related party transactions

The Bank has transactions with its related parties comprising of

subsidiaries, associates, joint ventures and key management personnel.
The following are the significant transactions between the Bank and its
related parties.

Insurance services

During the year ended March 31, 2007, the Bank paid insurance premium
to insurance joint ventures amounting to Rs. 1,613.5 million (March 31,
2006: Rs. 829.6 million). During the year ended March 31, 2007, the
Bank received claims from insurance joint ventures amounting to Rs.
725.4 million (March 31, 2006: Rs. 16.8 million).

Fees and commission

During the year ended March 31, 2007, the Bank received fees from its
subsidiaries and joint ventures amounting to Rs. 4,427.2 million (March
31, 2006: Rs. 2,280.5 million) and commission of Rs. 10.7 million
(March 31, 2006: Rs. 9.9 million) on account of guarantees and letters
of credit issued for subsidiaries.

Lease of premises and facilities

During the year ended March 31, 2007, the Bank charged an aggregate
amount of Rs. 711.5 million (March 31, 2006: Rs. 443.7 million) for
lease of premises, facilities and other administrative costs to
subsidiaries and joint ventures. Sale/purchase of housing loan
portfolio

During the year ended March 31, 2007, the Bank sold housing loan
portfolio to its subsidiary amounting to Rs. 13,171.4 million (March
31, 2006: Rs. 37,711.0 million). During the year ended March 31, 2007,
the Bank purchased housing portfolio from its subsidiary amounting to
Rs. Nil (March 31, 2006: Rs. 18,307.7 million).

Secondment of employees

During the year ended March 31,2007, the Bank received Rs. 136.3
million (March 31, 2006: Rs. 3.0 million) from subsidiaries and joint
ventures for secondment of employees.

Purchase of investments

During the year ended March 31, 2007, the Bank purchased certain
investments from its subsidiaries and joint ventures amounting to Rs.
14,186.8 million (March 31, 2006: Rs. 15,255.5 million) and from its
associates amounting to Rs. 944.7 million (March 31, 2006: Rs. Nil).
During the year ended March 31, 2007, the Bank invested in the equity
share capital of its subsidiaries amounting to Rs. 13,584.7 million
(March 31, 2006: Rs. 8,217.3 million).

Sale of investments

During .the year ended March 31, 2007, the Bank sold certain
investments to its subsidiaries and joint ventures amounting to
Rs.8,569.2 million (March 31, 2006: Rs. 6,757.7 million) and to its
associates amounting to Rs. Nil (March 31, 2006: Rs. 1,545.0 million).
On the sales made to subsidiaries and joint ventures, the Bank
accounted for a gain of Rs. 186.4 million (March 31, 2006: Gain of
Rs.16.7 million) and on the sale made to associates, the Bank accounted
for no gain (March 31, 2006: Gain of Rs. 10.1 million).

Redemption/Buyback and Conversion of investments

During the year ended March 31,2007, consideration of Rs. 663.9 million
(March 31, 2006: Rs. 1,078.9 million) was received on account of
buyback/capital reduction of equity shares by subsidiaries and a gain
amounting to Rs. 614.0 million (March 31, 2006: Rs. 620.6 million) was
accounted in the books. Units in associates amounting to Rs. 2,795.9
million (March 31, 2006: Rs. 1,162.3 million) were redeemed during the
year ended March 31, 2007.

Reimbursement of expenses

During the year ended March 31, 2007, the Bank reimbursed expenses to
its subsidiaries amounting to Rs. 2,147.7 million (March 31, 2006:
Rs.3,397.8 million).
Brokerage expenses

During the year ended March 31, 2007, the Bank paid brokerage to its
subsidiaries amounting to Rs. 795.4 million (March 31, 2006: Rs. 13.6
million).

Custodial charges income

During the year ended March 31,2007, the Bank received custodial
charges from its subsidiaries and joint ventures amounting to Rs. 20.4
million (March 31, 2006: Rs. 15.8 million) and from its associates
amounting to Rs. 5.7 million (March 31, 2006: Rs. 5.4 million).

Interest expenses

During the year ended March 31, 2007, the Bank paid interest to its
subsidiaries and joint ventures amounting to Rs. 513.6 million (March
31, 2006: Rs. 384.2 million) and to its associates amounting to Rs. 1.1
million (March 31, 2006: Rs. Nil).

Interest income

During the year ended March 31, 2007, the Bank received interest from
its subsidiaries and joint ventures amounting to Rs. 1,366.2 million
(March 31, 2006: Rs. 613.6 million) and from its key management
personnel1 Rs. 0,7 million (March 31, 2006: Rs. 0.5 million).

Other income

During the year ended March 31, 2007, the gain on derivative
transactions entered into with subsidiaries and joint ventures was
Rs.537.3 million (March 31, 2006: Gain of Rs. 245.3 million).

Dividend income

During the year ended March 31, 2007, the Bank received dividend from
its subsidiaries and joint ventures amounting to Rs. 2,027.8 million
(March 31, 2006: Rs. 1,635.6 million) and from its associates amounting
to Rs. 2,457.1 million (March 31, 2006: Rs. 1,808.2 million).

Dividend paid

During the year ended March 31, 2007, the Bank paid dividend to its key
management personnel1 amounting to Rs. 4.4 million (March 31, 2006:
Rs.3.2 million).

Remuneration to whole-time directors

Remuneration paid to the whole-time directors of the Bank during the

year ended March 31, 2007 was Rs. 87.0 million (March 31, 2006: Rs.75.9
million).

Lines of credit
As on March 31, 2007, the Bank had issued lines of credit to its
subsidiaries amounting to Rs. 2,173.5 million (March 31, 2006:
Rs.4,461.5 million).

Sale of property

During the year ended March 31, 2007, the Bank sold properties to its
subsidiaries amounting to Rs. 1,505.7 million (March 31, 2006: Rs. Nil)
and a gain amounting to Rs. 769.0 million (March 31, 2006: Rs. Nil) was
accounted in the books.

Letter of Comfort

The Bank has issued letters of comfort on behalf of its foreign

subsidiaries namely, ICICI Bank UK PLC., ICICI Bank Eurasia LLC and
ICICI Bank Canada. The details of the same are given in the table
below.

Subsidiaries and joint ventures

ICICI Venture Funds Management Company Limited, ICICI Securities

Primary Dealership Limited (formerly known as ICICI Securities
Limited), ICICI Securities Limited (formerly known as ICICI Brokerage
Services Limited), ICICI International Limited, ICICI Trusteeship
Services Limited, ICICI Home Finance Company Limited, ICICI Investment
Management Company Limited, ICICI Securities Holdings Inc., ICICI
Securities Inc., ICICI Bank UK Pic., ICICI Bank Canada, ICICI
Prudential Life Insurance Company Limited, ICICI Lombard General
Insurance Company Limited, ICICI Prudential Asset Management Company
Limited (formerly known as Prudential ICICI Asset Management Company
Limited), ICICI Prudential Trust Limited (formerly known as Prudential
ICICI Trust Limited), ICICI Bank Eurasia Limited Liability Company,
TCW/ICICI Investment Partners, L.L.C., TSI Ventures (India) Private
Limited and ICICI Wealth Management Inc.

Associates

ICICI Equity Fund, ICICI Eco-net Internet and Technology Fund, ICICI
Emerging Sectors Fund, ICICI Strategic Investments Fund, ICICI Property
Trust.

The estimates of future salary increases, considered in actuarial

valuation, take into consideration inflation, seniority, promotion and
other relevant factors.

Employee Stock Option Scheme (ESOS)

In terms of the ESOS, as amended, the maximum number of options granted

to any eligible employee in a financial year shall not exceed 0.05% of
the issued equity shares of the Bank at the time of grant of the
options and aggregate of all such options granted to the eligible
employees shall not exceed 5% of the aggregate number of the issued
equity shares of the Bank on the date(s) of the grant of options.
In terms of the Scheme, 13,187,783 options (March 31, 2006: 17,362,584
options) granted to eligible employees were outstanding at March 31,
2007.

As per the scheme, the exercise price of ICICI Bank's options is the
last closing price on the stock exchange which recorded highest trading
volume preceding the date of grant of options. Hence, there is no
compensation cost in year ended March 31, 2007 based on intrinsic value
of options. However, if ICICI Bank had used the fair value of options
based on the Black-Scholes model, compensation cost in year ended March
31, 2007 would have been higher by Rs. 827.4 million and proforma
profit after tax would have been Rs. 30,274.8 million. On a proforma
basis, ICICI Bank's basic and diluted earnings per share would have
been Rs. 33.91 and Rs. 33.72 respectively. The key assumptions used to
estimate the fair value of options.

The options were exercised regularly throughout the year and weighted
average share price as per NSE price volume data during the year ended
March 31, 2007 was Rs. 750.58 (March 31, 2006: Rs. 531.34).

Preference shares

Certain government securities amounting to Rs. 2,104.8 million (March

31, 2006: Rs. 2,001.1 million) have been earmarked against redemption
of preference share capital, which falls due for redemption on April
20, 2018, as per the original issue terms.

For these preference shares, the notification dated April 17, 2002 from
Ministry of Finance, Government of India, issued on the recommendation
of Reserve Bank of India (RBI), under Section 53 of the Banking
Regulation Act, 1949, had exempted the Bank from the restriction of
Section 12(1) of the Banking Regulation Act, 1949, which prohibits the
issue of preference shares by banks, for a period of five years. The
Bank has applied to RBI for making a recommendation to Central
Government for continuation of such exemption.

Transfer to Investment Fluctuation Reserve (IFR)

An amount of Rs. 2,143.4 million being the excess balance in IFR

account over the regulatory requirement was transferred to general
reserve account during the year ended March 31, 2005. RBI had
subsequently instructed that this amount should be retained in IFR
account itself. Accordingly, the said amount was transferred back to
IFR account from the general reserve account in the first quarter of
the year ended March 31, 2006, making IFR account balance Rs. 7,303.4
million. RBI required banks to create Investment Fluctuation Reserve
account aggregating to 5% of their investments in fixed income
securities (in AFS and Trading Book) over a five-year period starting
from March 31, 2002. Accordingly a further amount of Rs. 5,900.0
million was transferred to IFR during the year ended March 31, 2006,
making the IFR account balance Rs. 13,203.4 million. RBI had vide its
circular DBOD.No.BP.BC.38/21.04.141/2005-06 dated October 10, 2005
permitted banks that have maintained capital of at least 9% of the risk
weighted assets for both credit risk and market risk for both held for
trading and available for sale categories of investments as on March
31, 2006, to transfer the balance in the IFR account `below the line'
in the Profit and Loss Appropriation Account to Statutory Reserve,
General Reserve or balance of Profit & Loss Account.

Pursuant to the above, the entire IFR account balance of Rs. 13,203.4
million has been transferred from IFR account to Revenue and other
Reserves in the balance sheet during the year ended March 31, 2006.

Coupon rate of 9.98% payable semi-annually from January 15, 2007 upto
April 30, 2017 and 100 basis points over and above the coupon rate of
9.98% i.e. 10.98% payable semi-annually for the balance years, if the
call option is not exercised by the Bank.

Call option exercisable on April 30, 2017 and on every interest payment
date thereafter (exercisable with RBI approval).

Represents loans to non-banking financial companies (NBFCs), brokers

and individuals against pledge of shares and includes an amount of
Rs.Nil as on March 31, 2007 (March 31, 2006: Rs. 102.7 million)
pertaining to guarantee issued to a corporate for the issue of
non-convertible debentures, the proceeds of which have been utilised
for acquisition of shares by the corporate. It includes a guarantee of
Rs. 3,040.0 million (March 31, 2006: Rs. Nil) issued on behalf of a
corporate customer to ensure equity capital contribution and an amount
of Rs. 118.4 million (March 31, 2006: Rs. Nil) for issue of guarantee
to venture funds.

The total does not include exposure in venture capital funds amounting
to Rs. 19,499.7 million as of March 31, 2007 (the total does not
include exposure in unregistered venture capital funds at March 31,
2006: Rs. 16,149.9 million), which forms a part of capital market
exposure.

Credit exposure

During the year ended March 31, 2007, the Bank had no single borrower
exposure above 15% and no group borrower exposure above 40% of capital
funds.

Risk category-wise country-wise exposure

As per the extant RBI guidelines, the country exposure of the Bank is
categorised into various risk categories listed in the following table.
Since the country exposure (net) of the Bank in respect of any country
does not exceed 1% of the total funded assets, no provision is required
to be maintained on country exposures as on March 31, 2007.

Provisions on standard assets

During the year ended March 31, 2007, RBI increased the requirement of
general provisioning to 2% on standard loans relating to personal
loans, loans and advances qualifying as capital market exposure, credit
card receivables, advances to non-deposit taking systemically important
non-banking financial companies (NBFCs) and commercial real estate
loans. On standard loans for residential housing beyond Rs. 2.0
million, the provisioning requirement has been increased to 1 % from
the earlier level of 0.4%. In accordance with the revised RBI
guidelines, a general provision of Rs. 7,310.0 million has been made
during the year ended March 31, 2007. The provision on standard assets
held by the Bank in accordance with RBI guidelines was Rs. 12,948.3
million at March 31, 2007 (March 31, 2006: Rs. 5,638.3 million).

Early Retirement Option (ERO)

The Bank had implemented an Early Retirement Option Scheme 2003 for its
employees in July 2003. All employees who had completed 40 years of age
and seven years of service with the Bank (including period of service
with entities amalgamated with the Bank) were eligible for the ERO.

The ex-gratia payments under ERO, termination benefits and leave

encashment in excess of the provision made (net of tax benefits),
aggregating to Rs. 1,910.0 million is being amortised over a period of
five years commencing August 1, 2003 (the date of retirement of
employees exercising the Option being July 31, 2003).

On account of the above ERO scheme, an amount of Rs. 384.0 million

(March 31, 2006: Rs. 384.0 million) has been charged to revenue being
the proportionate amount amortised for the year ended March 31, 2007.

Provisions for income tax

The provision for income tax (including deferred tax and fringe benefit
tax) for the year ended March 31, 2007 amounted to Rs. 5,348.2 million
(March 31, 2006: Rs. 5,535.3 million).

Subvention Income

The Bank had aligned its accounting policy for subvention income with
its accounting policy for direct marketing agency/associate expenses
in the year ended March 31, 2006. Accordingly, subvention income has
been accounted for in the period in which it is received instead of
over the period of the loan. As a result of the change in policy, the
impact on profit for the year ended March 31, 2006 was not significant.

Derivatives

ICICI Bank is a major participant in the financial derivatives market.

The Bank deals in derivatives for balance sheet management and market
making purposes whereby the Bank offers derivative products to its
customers, enabling them to hedge their risks.

Dealing in derivatives is carried out by identified groups in the

treasury of the Bank based on the purpose of the transaction.
Derivative transactions are entered into by the treasury front office.
Treasury middle office conducts an independent check of the
transactions entered into by the front office and also undertakes
activities such as confirmation, settlement, accounting, risk
monitoring and reporting and ensures compliance with various internal
and regulatory guidelines. The market making and the proprietary
trading activities in derivatives are governed by the investment policy
of the Bank, which lays down-the position limits, stop loss limits as
well as other risk limits. The Risk Management Group (RMG) lays down
the methodology for computation and monitoring of risk. The Risk
Committee of the Board (RGB) reviews the Bank's risk management
policy in relation to various risks (portfolio, liquidity, interest
rate, off-balance sheet and operational risks), investment policies and
compliance issues in relation thereto. The RGB comprises of independent
directors and the Managing Director and CEO.

Risk monitoring of the derivatives portfolio other than credit

derivatives is done on a daily basis. Risk monitoring of the credit
derivatives portfolio is done on a monthly basis. The Bank measures and
monitors risk using Value at Risk (VAR) approach and the relevant
greeks for options. Risk reporting on derivatives forms an integral
part of the management information system and the marked to market
position and the VAR of the derivatives portfolio other than credit
derivatives is reported on a daily basis. The marked to market position
and VAR on the credit derivatives portfolio is reported on a monthly
basis. The use of derivatives for hedging purpose is governed by the
hedge policy approved by Asset Liability Management Committee (ALCO).
Subject to prevailing RBI guidelines, the Bank deals in derivatives for
hedging fixed rate, floating rate or foreign currency
assets/liabilities. Transactions for hedging and market making purposes
are recorded separately. For hedge transactions, the Bank identifies
the hedged item (asset or liability) at the inception of the
transaction itself. The effectiveness is assessed at the time of
inception of the hedge and periodically thereafter. During the year
ended March 31, 2006, the Bank changed its method for testing hedge
effectiveness from the price value of basis point (PVBP) or duration
method to the marked to market method. Due to this change certain
derivative contracts, which were hitherto accounted for as hedges,
became ineffective and were accordingly accounted for as trading.

Hedge derivative transactions are accounted for pursuant to the

principles of hedge accounting. Derivatives for market making purpose
are marked to market and the resulting gain/loss is recorded in the
profit and loss account. The premium on option contracts is accounted
for as per Foreign Exchange Dealers' Association of India guidelines.
The Bank makes provisions on the outstanding positions in trading
derivatives for possible adverse movements in the underlying.
Derivative transactions are covered under International Swap Dealers
Association (ISDA) master agreements with the respective
counterparties. The credit exposure on account of derivative
transactions is computed as per RBI guidelines and is marked against
the credit limits approved for the respective counterparties.

The notional principal amount of credit derivatives outstanding at

March 31, 2007 was Rs. 59,096.9 million (March 31, 2006: Rs. 23,514.4
million). Of the above, notional principal amount Rs. 434.7 million
represents protection bought by the Bank through its overseas branches
as on March 31, 2007.
The notional principal amount of forex contracts classified as hedging
at March 31, 2007 amounted to Rs. 288,639.6 million (March 31, 2006:
Rs. 165,041.4 million).

The notional principal amount of forex contracts classified as trading

at March 31, 2007 amounted to Rs. 1,042,920.8 million (March 31, 2006:
Rs. 753,273.6 million).

The net overnight open position at March 31, 2007 was Rs. 1,279.7
million (March 31, 2006: Rs. 457.8 million).

Forward rate agreement (FRA)/Interest rate swaps (IBS)

The notional principal amount of Rupee IRS contracts at March 31, 2007
was Rs. Nil for hedging contracts (March 31, 2006: Rs. Nil) and Rs.
2,389,261.3 million for trading contracts (March 31, 2006: Rs.
1,870,025.6 million).

The fair value represents the estimated replacement cost of swap

contracts at balance sheet date. At March 31, 2007 the fair value of
trading rupee interest rate swap contracts was Rs. 1,111.4 million
(March 31, 2006: Rs. 922.4 million).

Associated credit risk is the loss that the Bank would incur in case
all the counter-parties to these swaps fail to fulfil their contractual
obligations. At March 31, 2007, the associated credit risk on trading
rupee interest rate swap contracts was Rs. 37,605.4 million (March 31,
2006: Rs. 16,754.4 million).

Market risk is monitored as the loss that would be incurred by the Bank
for a 100 basis points change in the interest rates.

At March 31, 2007 the market risk on trading rupee interest rate swap
contracts amounted to Rs. 844.4 million (March 31, 2006: Rs. 1,192.3
million).

Credit risk concentration is measured as the highest net receivable

under swap contracts from a particular counter-party. At March 31,
2007, there was a credit risk concentration of Rs. 657.9 million with
ICICI Securities Primary Dealership Limited (formerly known as ICICI
Securities Limited) (March 31, 2006: Rs. 476.4 million with ICICI
Securities Primary Dealership Limited) under rupee interest rate swap
contracts. As per the prevailing market practice, the Bank does not
insist on collateral from the counter-parties in these contracts.

Penalties/fines imposed 'by RBI and other regulatory bodies

There were no penalties imposed by RBI during the year ended March 31,
2007. A penalty of Rs. 0.5 million was imposed under Section 47A(1 )(b)
of the Banking Regulation Act, 1949 by RBI during the year ended March
31, 2006 citing contravention of RBI instructions relating to opening
of accounts, monitoring of transactions for adherence to Know Your
Customer (KYC)/Anti Money Laundering (AMI) norms, and non-adherence
to normal banking practices.

Securities and Futures Commission (SFC), Hong Kong charged the Bank
with carrying on the business of dealing in securities in Hong Kong
without having a license to do so. Pursuant to the charges preferred
vide issue of summons on March 30, 2007 and the submissions of SFC and
the Bank, the Eastern Magistrate's Court, Hong Kong, on April 10, 2007
fined the Bank a sum of HKD 40,000 (Rs. 0.2 million) and required the
Bank to reimburse investigation costs to SFC.

Commission paid to marketing agents

Commission paid to direct marketing agents/dealers for origination of

retail automobile loans, which was being netted from Interest Income
up to the year ended March 31, 2006 has been reclassified to Operating
Expenses.

Premium amortisation

As per Reserve Bank of India circular DBOD.BP.BC.87/21.04.141/2006-07

dated April 20, 2007, the Bank has deducted the amortisation of premium
on government securities from Profit/(Loss) on revaluation of
investments (net) in Schedule 14, which was earlier included in
Provisions for investments (including credit substitutes) (net) in
Schedule 17.

Comparative figures

Figures of the previous year have been regrouped to conform to the

current year presentation.