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that it would merge with the largest private sector bank, ICICI Bank. The board of ICICI Bank
also agreed to give in-principle approval for merger of Bank of Rajasthan with it ³subject to due
diligence and valuation by an independent valuer jointly appointed by both banks. Bank of
Rajasthan is a listed bank with its corporate office in Mumbai and registered office at Udaipur in
Rajasthan. As on March 31, 2009, Bank of Rajasthan had 463 branches and 111 ATMs, total
assets of Rs.17,224 crore, deposits of Rs.15,187 crore and advances of Rs.7,781 crore. It made a
net profit of Rs.118 crore in the year ended March 31, 2009, and a net loss of Rs.10 crore in the
nine months ended December 31, 2009. ICICI Bank has a network of 2,009 branches and 5,219
ATMs.
In a day of high drama, BoR stock rose 19.95% on the Bombay Stock Exchange to close at
Rs99.50, its year high, and after trading hours, the bank sent a release to the stock exchanges
saying its board will meet in the evening to discuss a proposal of merging the bank with ICICI
Bank. ICICI Bank stock was down 1.45% to Rs889.35. The ICICI Bank ADR was trading at
ICICI Bank further stated that it has entered into an agreement with certain shareholders of Bank of
Bank of Rajasthan, one of the oldest private sector banks in the country, on May 18 announced
that it would merge with the largest private sector bank, ICICI Bank. The board of ICICI Bank
also agreed to give in-principle approval for merger of Bank of Rajasthan with it ³subject to due
diligence and valuation by an independent valuer jointly appointed by both banks. Bank of
Rajasthan is a listed bank with its corporate office in Mumbai and registered office at Udaipur in
Rajasthan. As on March 31, 2009, Bank of Rajasthan had 463 branches and 111 ATMs, total
assets of Rs.17,224 crore, deposits of Rs.15,187 crore and advances of Rs.7,781 crore. It made a
net profit of Rs.118 crore in the year ended March 31, 2009, and a net loss of Rs.10 crore in the
nine months ended December 31, 2009. ICICI Bank has a network of 2,009 branches and 5,219
ATMs.
In a day of high drama, BoR stock rose 19.95% on the Bombay Stock Exchange to close at
Rs99.50, its year high, and after trading hours, the bank sent a release to the stock exchanges
saying its board will meet in the evening to discuss a proposal of merging the bank with ICICI
Bank. ICICI Bank stock was down 1.45% to Rs889.35. The ICICI Bank ADR was trading at
ICICI Bank further stated that it has entered into an agreement with certain shareholders of Bank of
Rajasthan agreeing to effect the amalgamation of Bank of Rajasthan with ICICI Bank with a share
exchange ratio of 25 shares of ICICI Bank for 118 shares of Bank of Rajasthan.I CI CI
Bank said that it¶s willing to pay more than BoR¶s present market valuation.
According to banking circles, the Tayals, who acquired BoR a decade ago, have been under
pressure to sell the old private bank which is grappling with directives from Sebi and RBI. In
March, Sebi banned 100 entities allegedly holding BoR shares on behalf of the promoters from
A little earlier, RBI had slapped a penalty of Rs 25 lakh on the bank for a string of violations like
deletion of records in the bank¶s IT system, irregular property deals and lapses in the accounts of
a corporate group.
In the past few months, the central bank has virtually taken over BoR. The RBI appointed a new
CEO for the bank, which currently has five RBI nominated directors.
Significantly, well before the downturn, ICICI had considered the possibility of taking over BoR.
But the deal fell through as ICICI was unwilling to fork out the money Mr Tayal had asked for.
On 24th May, ICICI Bank (The Board of Directors of ICICI Bank Ltd ) approved the
amalgamation of Bank of Rajasthan with it for a share exchange ratio of one share of ICICI Bank
for every 4.72 shares of Bank of Rajasthan. Unsatisfied with the internal valuation arrived at by
ICICI Bank, Bank of Rajasthan's promoter Tayals have asked their suitor to sweeten the deal to a level
that would value the Udaipur-based bank at Rs 4,500 crore. After the two banks agreed to merge,
ICICI Bank released an internal valuation that put BoR's worth at nealry Rs 3,040 crore.
During the week, shares of Bank of Rajasthan gained 74 per cent on the BSE to settle at Rs
144.40 on 27th May.
On 13th Aug the country's oldest private sector bank, Bank of Rajasthan Ltd, had become part of
ICICI bank Ltd. Accordingly, all Bank of Rajasthan branches have started functioning as ICICI
Bank branches. This follows the Reserve Bank of India's (RBI) sanctioning the scheme of
amalgamation of Bank of Rajasthan Ltd with ICICI Bank Ltd.The scheme has come into force
from the close of business on 12 August 2010. Shares of ICICI Bank closed at Rs 963.95, down
0.74 per cent, while that of Bank of Rajasthan slipped 0.03 per cent to Rs 190.15 on the Bombay
Stock Exchange. K N Bhandari, Director Bank of Rajasthan assured that all BoR employees will
Significantly, well before the downturn, ICICI had considered the possibility of taking over BoR.
But the deal fell through as ICICI was unwilling to fork out the money Mr Tayal had asked for.
On 24th May, ICICI Bank (The Board of Directors of ICICI Bank Ltd ) approved the
amalgamation of Bank of Rajasthan with it for a share exchange ratio of one share of ICICI Bank
for every 4.72 shares of Bank of Rajasthan. Unsatisfied with the internal valuation arrived at by
ICICI Bank, Bank of Rajasthan's promoter Tayals have asked their suitor to sweeten the deal to a level
that would value the Udaipur-based bank at Rs 4,500 crore. After the two banks agreed to merge,
ICICI Bank released an internal valuation that put BoR's worth at nealry Rs 3,040 crore.
During the week, shares of Bank of Rajasthan gained 74 per cent on the BSE to settle at Rs
144.40 on 27th May.
On 13th Aug the country's oldest private sector bank, Bank of Rajasthan Ltd, had become part of
ICICI bank Ltd. Accordingly, all Bank of Rajasthan branches have started functioning as ICICI
Bank branches. This follows the Reserve Bank of India's (RBI) sanctioning the scheme of
amalgamation of Bank of Rajasthan Ltd with ICICI Bank Ltd.The scheme has come into force
from the close of business on 12 August 2010. Shares of ICICI Bank closed at Rs 963.95, down
0.74 per cent, while that of Bank of Rajasthan slipped 0.03 per cent to Rs 190.15 on the Bombay
Stock Exchange. K N Bhandari, Director Bank of Rajasthan assured that all BoR employees will
The research reports by some foreign institutional investors have given a mixed reaction to the
proposed take-over bid of Bank of Rajasthan by ICICI Bank. JP Morgan says the valuations of the
deal is very expensive. The swap ratio implies a price of Rs188/share for BoR, which is at a 90%
premium to the current market price. It would typically take a year for ICICI Bank to set up a similar
network to that of BoR and another two years to break-even. Key downside risk to the deal is
Advantages
y
The proposed amalgamation would substantially enhance ICICI Bank's branch network,
already the largest among Indian private sector banks.
y
It would combine Bank of Rajasthan's branch franchise with ICICI Bank's strong capital
base.
y
It offers a strategic fit, as it adds to our network in north and western India. It saves us
about three years time to market. In the normal course, it takes about a year to set up 500
branches and then three years for the branches to come up to the kind of deposit levels.
The Bank of Rajasthan is the building block but it gives synergies in the form of a larger
customer base. It gives the ability to offer other products to customer base such as
different loan products from ICICI Bank and other products. ICICI have a high capital
adequacy ratio, so the customer base that they are acquiring will help them in lending.
y
ICICI Bank is facing stiff competition from HDFC Bank and also the resurging Axis
Bank. To remain as the top private player, it needs to grow bigger and what better way to
grow than the path of acquisition.
y
The customers of BOR may now enjoy would class personal banking experience, but of
course, at a cost. While µpersonal touch¶ of BOR may be missing, one can then feel
The fixed deposits may also witness some shift. Undoubtedly, customers will have rich
immensely gain out of such products adding to their efficient cash management. BOR has
considerable business of state government corporations and bodies (eg, roadways, JDA,
University, RIICO etc). While ICICI would benefit out of this, a question may arise in
these corporations to continue banking relations with a new generation private bank or
Disadvantages
y
ICICI Bank has valued BOR at a whopping 3000 crores which is much more than its
market capitalization. It values the acquired bank at 2.9 times the book value in
comparison to 1.89 times, which is the Indian Banking average. At a time, where the
picture of global financial world again seems to be shallow with Greece crisis, this
The market gave its judgment on the day of announcement when the shares of ICICI
bank were down by over 7% and BoR¶s shares hit an upper circuit of 20%. The
shareholders of BOR are to reap benefits as their per share value has been valued at Rs.
188.42 as compared to Rs. 80 on the end of17th May, the day previous to the day of
announcement.
BOR, though being a private bank, has been managed like a public sector bank, where the
jobs were safe and the productivity per employee was low.
ICICI Bank may probably pay them higher but again the expectations to perform will go up. Even, the
average age of employees in BOR is around 40 as compared to young age group of ICICI Bank. BoR
had a profit per employee of Rs Rs 2.89 lakh for the financial year up to March 31, 2009, compared to
The staff union at BOR is opposing the merger and has even threatened to take legal
The most challenging task before BOR employees would be to adjust to new target
oriented professional work culture where performance is rewarded and every team
member has to contribute in tangible terms to organizational growth. Those who are
able to change would survive and also rediscover their talent and those who won¶t would
find such merger really difficult to cope with. The writing is on the wall and this change
(merger) seems to be inevitable. The softer part of the merger is not yet out but it would
be desirable for ICICI Bank to value the BOR¶s brand as well as human resource when
the final valuation exercise is done and finally approved by the shareholders of both
banks.
y
Tayal Family had been the promoters of Bank of Rajasthan holding 28.6 percent stake in
the bank. But according to a SEBI order, they, in coalition with related parties, set to hold
55% shares in the company. Tayal family has been barred by SEBI ti access capital
The SEBI investigation is in progress and thus the possibility of a scam in the said bank
cannot be ignored.
y
A penalty of Rs. 25 lakhs was imposed on them for violating RBI norms of illegal
Thus, in a nut shell, it can be said that all is not well with the bank and it was highly mismanaged. After
the merger, ICICI Bank may have to bear the brunt of many such things.
Bank of Rajasthan¶s profit has increased over the years. But still, it has a low EPS and net
profit margin. The profit till nine months ended in a negative of Rs. 44 crores for nine
months ended December 2009 against a profit of Rs. 117 crores in the year ended March
2009.
Thus, the above indicates the pros and cons of this merger but apparently it seems that the
arguments against the merger are higher. We have seen certain expensive deals in the recent past
which has affected the acquirer in a pretty big way. Will this merger also go down as one of the
worst deals or will ICICI bank prove analysts and critiques wrong needs to be seen?
ICICI Bank started as a wholly owned subsidiary of ICICI Limited, an Indian financial
institution, in 1994. Four years later, when the company offered ICICI Bank's shares to
the public, ICICI's shareholding was reduced to 46%. In the year 2000, ICICI Bank
offered made an equity offering in the form of ADRs on the New York Stock Exchange
(NYSE), thereby becoming the first Indian company and the first bank or financial
institution from non-Japan Asia to be listed on the NYSE. In the next year, it acquired the
Bank of Madura Limited in an all-stock amalgamation. Later in the year and the next
fiscal year, the bank made secondary market sales to institutional investors.
With a change in the corporate structure and the budding competition in the Indian
Banking industry, the management of both ICICI and ICICI Bank were of the opinion
that a merger between the two entities would prove to be an essential step. It was in 2001
that the Boards of Directors of ICICI and ICICI Bank sanctioned the amalgamation of
ICICI and two of its wholly-owned retail finance subsidiaries, ICICI Personal Financial
Services Limited and ICICI Capital Services Limited, with ICICI Bank. In the following
year, the merger was approved by its shareholders, the High Court of Gujarat at
Ahmedabad as well as the High Court of Judicature at Mumbai and the Reserve Bank of
India.
Present Scenario
ICICI Bank has its equity shares listed in India on Bombay Stock Exchange and the
National Stock Exchange of India Limited. Overseas, its American Depositary Receipts
(ADRs) are listed on the New York Stock Exchange (NYSE). As of December 31, 2008,
ICICI is India's second-largest bank, boasting an asset value of Rs. 3,744.10 billion and
profit after tax Rs. 30.14 billion, for the nine months, that ended on December 31, 2008.
Personal Banking
• Deposits
• Loans
• Cards
• Investments
• Insurance
• Demat Services
• Wealth Management
NRI Banking
• Money Transfer
• Bank Accounts
• Investments
• Property Solutions
• Insurance
• Loans
Business Banking
Head Office
ICICI Bank
9th Floor, South Towers
ICICI Towers
Bandra Kurla Complex
Bandra (E)
Mumbai
Phone: 91-022-653 7914
Website: www.icicibank.com
Introduction:
Company Profile
ICICI Bank is India's second-largest bank with total assets of Rs. 3,997.95 billion (US$ 100
billion) at March 31, 2008 and profit after tax of Rs. 41.58 billion for the year ended on March
31, 2008. ICICI Bank is the second amongst all the companies listed on the Indian stock
exchanges in terms of free float market capitalisation. The Bank has a network of about 1,308
branches and 3,950 ATMs in India and a presence in 18 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 specialised subsidiaries and affiliates in the areas of
investment banking, life and non-life insurance, venture capital and asset management or
wealth management. The Bank currently has its 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. The bank’s UK subsidiary has
ICICI Bank's equity shares are listed in India on Bombay Stock Exchange (BSE) and the
National Stock Exchange of India Limited and its American Depositary Receipts (ADRs) are
Over the last few years, the ICICI Bank has taken rapid strides in developing new businesses in
line with its proposition to offer complete financial services to both corporate and retail
customers.
With the recent addition of insurance, the proposition of ICICI Bank is now fulfilled. Going
forward, the challenge for ICICI will be to continue innovating to improve market shares and
maintain its competitive edge. In this endeavour, ICICI will continue to benchmark with global
best practices to ensure optimum utilization of its resources and the finest exposure to its work
force. The speed with which it has been able to transform the organization and successfully
start so many new businesses is almost singularly owing to the skills, enterprise and the depth
ICICI Bank is committed to enriching this valuable resource which in turn, will allow it to bring innovative
practices to the world of financial services in India. With technology playing the key role mainly.
The vision is to develop ICICI Bank into an organization that is empowered by bright and
talented individuals, working in teams and riding on the backbone of world class technology
history
The 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 year 1998, an equity offering in the form of
ADRs listed on the NYSE in fiscal year 2000, ICICI Bank's acquisition of Bank of Madura
Limited in an all-stock amalgamation in fiscal year 2001, and secondary market sales by ICICI
to institutional investors in fiscal year 2001 and fiscal year 2002. ICICI was formed in year 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
the medium-term and long-term project financing to Indian businesses. In the 1990s, the ICICI
transformed its business from a development financial institution offering only single 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, the
ICICI become the first Indian company and the first bank or financial institution from non-Japan
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
scenario, the managements of the ICICI and ICICI Bank formed the view that the merger of
ICICI with ICICI Bank would be the optimal strategic alternative for both of the entities, and
would create the optimal legal structure for the ICICI group's universal banking strategy. The
merger would enhance value for the ICICI shareholders through the merged entity's access to
low-cost deposits, much 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 the 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 the ICICI and its number of
subsidiaries. In October 2001, the Boards of Directors of the ICICI and ICICI Bank approved the
merger of ICICI and two of its wholly owned retail finance subsidiaries, the ICICI Personal
Financial Services Limited and the ICICI Capital Services Limited, with the ICICI Bank. The
merger was approved by shareholders of the ICICI and ICICI Bank in January 2002, by the High
Court of Gujarat at Ahmadabad 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 the wholesale and retail, have been integrated in a
S
ubsidiaries
y
ICICI Lombard
y
ICICI Prudential
Acq
uisition
y
2005
- Investitsionno-Kreditny Bank (IKB), a Russian bank
y
2007
- Sangli Bank ,MaharashtraState
y
23
May
-Bank of Rajasthan
Controversy
ICICI Bank has been in focus in recent years because of alleged harassment of customers by
itsrecovery agents. Listed below are some of the related news links:
y
ICICI Bank was fined 55 lakh for hiring goons (known coloquially as "goondas") torecover a
loan. Recovery agents had, allegedly, forcibly dragged out a youth (who wasnot even the
borrower) from the car, beaten him up with iron rods and left him bleedingas they drove away
with the vehicle. "We hold ICICI Bank guilty of the grossest kind of deficiency in service and
unfair trade practice for breach of terms of contract of hire-purchase/loan agreement by seizing
the vehicle illegally","No civilised society governedby the rule of law can brook such kind of
conduct" said Justice Kaleem, who was born inLaddhawala, Muzaffarnagar is the president of the
consumer commission. Four ICICIloan employees arrested on theft charges in Punjab
ICICI Bank told to pay 1 lakh ascompensation for using unlawful recovery methodsRBI warns
ICICI Bank for coercivemethods to recover loansICICI Bank drives customer to suicide - Four
men including anemployee of ICICI Bank booked under sections 452, 306, 506 (II) and 34 of IPC
for abetting suicide. According to the suicide note they advised him, "If you cannot repay thebank
loan, sell off your wife, your kids, yourself, sell everything at your home. Even thenif you cannot
not pay back the due amount, then it's better if you commit suicide." Indiabiggest private bank
has compensated the life by money ICICI Bank on huge car recovery scam in Goa - ICICI Bank
invest in car-jackers to recover loans in Goa. A half an hour investigative report on CNN-IBN's
30 Minutes. The under cover report wasexecuted by CNN-IBN's Special Investigations Team
from Mumbai, led by RukshChatterji
y
Family of Y. Yadaiah alleged that he was beaten to death by ICICI Bank¶s recoveryagents, for
failing to pay the dues. Four persons were arrested in this caseA father whiletalking to Times of
India, alleged that "ICICI Bank recovery agents visited his house andthreatened his family. And
his son Nikhil consumed poison because of thetension".Oppressed by ICICI Bank's loan recovery
agents, Shakuntala Joshi (38),committed suicide by hanging. The suicide note stated that she was
upset with the ill-treatment meted out by ICICI Bank's recovery agents and had thus decided to
end her lifeIn another case of a suicide it is alleged that µgoondas¶ sent by ICICI Bank
abusedHimanshu and his wife in front of the entire residential colony before taking away
hisvehicle. Feeling frustrated and insulted, he reportedly committed suicide.
y
In a landmark case, Allahabad High Court had ordered registration of an FIR againstICICI Bank's
branch manager, President, Chairman and Managing Director on acomplaint of 75-year-old
widow Prakash Kaur. She had complained that ³goondas´ were