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CONTENTS

(For detailed index refer to page 238)

Title

Page No.

Preamble Risk Factors and Management Perception thereof

 

i

ii

Terms

of the Bonds

xiii

PART I

I.

General Information

1

II.

Capital Structure

6

III.

Terms of the Present Issue Nature of Bonds Tax Saving Bond Regular Income Bond Children Growth Bond Common Features, Terms and Conditions of the Bonds Procedure for Application Payment Instructions Tax Benefits

22

22

22

23

23

23

29

31

33

IV.

Particulars of the Issue

36

V.

Company Information

36

VI.

Overview of Our Operations

39

VII.

Regulations and Policies

103

VIII.

Indian Licences, Approvals, Registrations and Permissions

113

IX.

Outstanding Litigations or Defaults and Material Developments

114

X

Companies Under the Same Management

124

XI.

Changes in Memorandum of Association

124

XII.

Mechanism Evolved for Redressal of Investor Grievances

125

XIII.

Specific Disclosures

126

PART II

A.

General Information

127

B.

Financial Information

129

C.

Statutory and Other Information Main Provisions of the Articles of Association of the Company Material Contracts and Documents for Inspection

217

228

235

PART III

Declaration

237

Detailed Index

 

238

 

DEFINITIONS AND ABBREVIATIONS

 

CERTAIN DEFINITIONS

 

ICICI Limited, ICICI Personal Financial Services Limited and ICICI Capital Services Limited amalgamated with and into ICICI Bank Limited, with the appointed date being March 30, 2002. In this Prospectus, all references to “ICICI Bank”, the “Company”, “we”, “our” and “us” are, as the context requires, to ICICI Bank Limited on an unconsolidated basis subsequent to the amalgamation, to ICICI Bank Limited on an unconsolidated basis prior to the amalgamation, or to both. References to specific data applicable to particular subsidiaries, joint ventures, associates and other consolidated entities are made by reference to the name of that particular company or entity. References to “ICICI” are to ICICI Limited on an unconsolidated basis prior to the amalgamation. References to “ICICI Personal Financial Services” are to ICICI Personal Financial Services Limited. References to “ICICI Capital Services” are to ICICI Capital Services Limited. References to the “amalgamation” are to the amalgamation of ICICI, ICICI Personal Financial Services and ICICI Capital Services with and into ICICI Bank. References to the “Scheme of Amalgamation” are to the Scheme of Amalgamation of ICICI, ICICI Personal Financial Services and ICICI Capital Services with ICICI Bank.

In the financial statements contained in this Prospectus and the notes thereto, all references to “the Bank” are, as the context requires, to ICICI Bank Limited on an unconsolidated basis subsequent to the amalgamation, to ICICI Bank Limited on an unconsolidated basis prior to the amalgamation, or to both. All references to “the Group” are to ICICI Bank, its subsidiaries, joint ventures and associates on a consolidated basis.

ISSUE RELATED TERMS AND ABBREVIATIONS

 

ADR ……………………………………

American Depository Receipts

 

ADS……………………………………….

American Depository Shares

AGM ……………………………………

Annual General Meeting

Articles

Our Articles of Association

March 2005

March 2005
March 2005

Automated Teller Machine

Our statutory auditors, S.R. Batliboi & Co., Chartered Accountants.

Banking Regulation Act……………… The Banking Regulation Act, 1949, as amended from time to time.

ATM ……………………………………

Auditors ………………………………

Board of Directors/ Board

Bondholder/Debentureholder

Bond

Our Board of Directors or a Committee thereof

The holder of the Bonds

Unsecured Redeemable Bonds in the nature of Debentures (The word “Bond” is used interchangeably for the word “Debenture”) issued under this Prospectus

BSE ……………………………………… The Stock Exchange, Mumbai

CDSL……………………………………

Companies Act or the Act…………… The Companies Act, 1956, as amended from time to time

Corporate Office ………………….…

CRR……………………………………… Cash Reserve Ratio

Deemed Date of Allotment

Central Depository Services (India) Limited

ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051

30 days from the date of closure of the Issue or date of utilisation of proceeds, whichever is earlier.

Depositories Act……………………… The Depositories Act, 1996, as amended from time to time

Depository………………………………

A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996 as amended from time to time

Depository participant………………… A depository participant as defined under the Depositories Act.

Designated Stock Exchange…………

DRR

DRT……………………………………

DSPML…………………………………. DSP Merrill Lynch Limited

EPS………………………………….…. Earnings per Equity Share

ESOS…………………………………….

The Stock Exchange, Mumbai (BSE)

Debenture Redemption Reserve

Debt Recovery Tribunal

The Employee Stock Option Scheme as approved and adopted by our shareholders in January 2000 and amended from time to time.

Foreign Currency Non Repatriable

Foreign Exchange Management Act, 1999 as amended from time to time and regulations framed thereunder

FCNR…………………………………….

FEMA…………………………………….

FERA……………………………………. Foreign Exchange Regulation Act, 1973, now repealed

FII

Financial year/ Fiscal/ FY……………

GDP……………………………………

HUF

“ICICI Bank” or the “Company” ICICI Bank Limited (formerly ICICI Banking Corporation Limited), a company incorporated

Foreign Institutional Investors

The 12 months ended March 31 of a particular year

Gross Domestic Product

Hindu Undivided Family

or the “Issuer”

under the Companies Act, 1956, and licensed as a bank under the Banking Regulation Act, 1949, being the issuer of the Bonds

ICICI

the erstwhile ICICI Limited

ICICI Brokerage

ICICI Brokerage Services Limited

ICICI Capital

the erstwhile ICICI Capital Services Limited

3i Infotech

3i Infotech Limited (formerly ICICI Infotech Limited)

ICICI Investment

ICICI Investment Management Company Limited

ICICI Lombard

ICICI Lombard General Insurance Company Limited

ICICI PFS

the erstwhile ICICI Personal Financial Services Limited

ICICI Prudential Life

ICICI Prudential Life Insurance Company Limited

ICICI Securities

ICICI Securities Limited

b

March 2005

March 2005
March 2005

ICICI Venture

Indian GAAP…………………………… Generally accepted accounting principles in India

IRR………………………………………

Issue or Tranche

I.T. ………………………………………

I.T. Act

LIBOR…………………………………….

Memorandum

NABARD…………………………………

NCD………………………………………

NCDEX…………………………………

NPA……………………………………

NRE……………………………………… Non Resident External

NRI/ Non Resident Indian

ICICI Venture Funds Management Company Limited

Internal Rate of Return

This Issue of Bonds aggregating Rs. 700 crore being Tranche III out of the total Rs. 4,000 crore

Income Tax

The Income-tax Act, 1961 as amended from time to time

London Inter Bank Offer Rate

Our Memorandum of Association

National Bank of Agriculture & Rural Development

Non Convertible Debentures

National Commodities and Derivatives Exchange Limited

Non-Performing Asset(s)

A person resident outside India, as defined in FEMA, and who is a citizen of India or a Person of Indian origin, as defined under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000.

National Securities Depository Limited

National Stock Exchange of India Limited

This Prospectus through which the Bonds are being offered for public subscription

NSDL……………………………………

NSE……………………………………

Offer Document or Prospectus

Over Subscription Option……………… Right to retain over subscription to the extent of 100% of the issue, as per SEBI Guidelines

PCM……………………………………… Professional Clearing Member

Prudential ICICI AMC

Prudential ICICI Asset Management Company Limited

Prudential ICICI Trust

Prudential ICICI Trust Limited

PFI

Public Financial Institution

RBI

the Reserve Bank of India

Registered Office……………………… Our Registered office, being ‘Landmark’, Race Course Circle, Vadodara 390 007

ROC

SCRA……………………………………

SCRR……………………………………. Securities Contracts (Regulation) Rules, 1957, as amended from time to time.

Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)

SEBI Act…………………………….…

SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI on January 19, 2000 and the subsequent amendments to the same

Securities Act…………………………… United States Securities Act of 1933, as amended from time to time.

Securitisation Act/ SARFAESI…………… The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, as amended from time to time

SIDBI……………………………………

Statutory Liquidity Ratio or SLR……

TDS………………………………………. Tax Deduction at Source

SEBI Guidelines

SEBI

Registrar of Companies, Gujarat at Ahmedabad

Securities Contracts (Regulation) Act, 1956, as amended from time to time.

Securities and Exchange Board of India Act, 1992, as amended from time to time

Small Industries Development Bank of India

Statutory Liquidity Ratio prescribed by RBI under the Banking Regulation Act.

Trustees

Trustees for the Debentureholders

YTM/Yield

Yield to Maturity

c

March 2005

March 2005
March 2005

PREAMBLE

The Lead Manager had filed a Draft Prospectus for the Public Issue of Unsecured Redeemable Bonds in the nature of Debentures aggregating Rs.4,000 crore (including a right to retain oversubscription up to Rs.2,000 crore) and dealt with more specifically hereunder with respect to Over Subscription option, to be raised in one or more tranches having an Over Subscription Option.

The present Public Issue is for mobilising Rs. 350 crore with a right to retain Over Subscription upto Rs. 350 crore.

Over Subscription Option

The Over Subscription option is disclosed as follows:

The Umbrella offering filed was for Public Issue of Unsecured Redeemable Bonds in the nature of Debentures aggregating Rs. 4,000 crore (including a right to retain Over Subscription up to Rs.2,000 crore).

The shortfall in the base amount plus Over Subscription amount of this tranche and previous tranches, if any, may be raised in one or more tranches in future within the stipulated period of 365 days from the date of SEBI’s observation letter dated December 15, 2004.

The excess amount, over the total issue size (base amount plus Over Subscription amount), raised can be retained by the company subject to the fulfillment of the condition that overall amount raised and retained by the company falls within the limit of Rs. 4,000 crore.

The aggregate issue in terms of all tranches shall not exceed the issue size as per the Umbrella Prospectus.

The

aggregate Over Subscription in terms of all tranches shall not exceed the Over Subscription limit as per the Umbrella

Prospectus.

Details of previous tranches

Tranche

Date of the Issue

Deemed

Issue

Amount

Additional Subscription Retained under Over Subscription Option (Rs. in crore)

Date of

Name of the Stock

Number of

Number

Date of

Size for

Raised

Despatch

Exchanges and Date of Listing

Investors’

   
 

Opening

Closing

Allotment

the

(Rs. in

of

complaints

Tranche

crore)

Debenture

 

pending

(Rs. in

Certificates

crore)

1

January

February

March

600

600

175

@

@

@

27, 2005

9, 2005

11, 2005

2.

February

March

@

400

@

@

@

@

@

28, 2005

9, 2005

@ Post Issue formalities are being completed.

The balance of Rs. 1300 crore, along with any shortfall in the target amount of Rs. 700 crore of this tranche and Rs. 1200 crore of tranche I and Rs. 800 crore of Tranche II, if any, may be raised in one or more tranches having an Over Subscription Option in future within the stipulated period of 365 days from the date of SEBI’s observation letter dated December 15, 2004. The excess amount raised, over the target amount of any tranche (including the Over Subscription Option), can be retained by us, subject to the limit of Rs. 4,000 crore.

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March 2005

TERMS OF THE BONDS

There is no put/call option on any of the Bonds

Invest FULL Rs. 1,00,000/- in Tax Saving Bond** under Section 88 OR Invest for 5

Invest FULL Rs. 1,00,000/- in Tax Saving Bond** under Section 88

OR

Invest for 5 years and Save Tax under Section 88 (Option I)

OR

Save tax under Section 88**

Choose any/all of the following options :

Option I

: Earn 5.80%* p.a. for 5 years

Option II

: Rs. 5,000 becomes Rs. 6,630* in 5 years

Option

 

I

 

II

Tax Benefit under Section

 

88

 

88

Issue Price (Rs.)

 

5,000/-

 

5,000/-

Face Value (Rs.)

 

5,000/-

 

6,630/-

Tenure

5

years

5

years

Interest (%) (p.a.)*

 

5.80

DDB @ (YTM 5.8*)

Interest Payable

Annually

 

DDB @

Minimum Application

1

Bond

1

Bond

Yield to Investor (%)* #

   

(Including Tax Benefits)

 

9.8

 

9.4

@ Tax Saving Bond Options II is in the nature of Deep Discount Bond (DDB), hence no periodic interest is payable.

* Subject to TDS as per the then prevailing tax laws.

The yield has been calculated assuming that a tax rebate of 15% is available to the eligible investors and that a surcharge of nil% and education cess of 2% of tax is payable in case of all the options.

# Rounded off to nearest multiple of 0.1

** All options of Tax Saving Bond.

ICICI Bank would ensure full and firm allotment against all valid applications for the Tax Saving Bond.

xiii

March 2005

March 2005
March 2005

ICICI BANK LIMITED

(Originally incorporated in Vadodara as ICICI Banking Corporation Limited on January 5, 1994, subsequently renamed as ICICI Bank Limited on September 10, 1999) Registered Office: “Landmark”, Race Course Circle, Vadodara - 390 007 Corporate Office: ICICI Bank Towers, Bandra Kurla Complex, Mumbai 400 051

Tel.: (022) 2653 1414

Fax.: (022) 2653 1122

Website: www.icicibank.com

PART I I. GENERAL INFORMATION

OFFER OF BONDS

We are offering for Public subscription the following types of Unsecured Redeemable Bonds in the nature of Debentures aggregating Rs. 700 crore:

Tax Saving Bond

Regular Income Bond

Children Growth Bond

This is the third tranche of Rs. 350 crore, with right to retain oversubscription up to Rs. 350 crore, out of the Public Issue of Unsecured Redeemable Bonds in the nature of Debentures aggregating Rs. 4,000 crore to be raised in one or more tranches including an Over Subscription Option of Rs. 2,000 crore. The balance of Rs. 1,300 crore, along with any shortfall in the target amount of Rs. 700 crore of this tranche and Rs. 1,200 crore of tranche I and Rs.800 of tranche II, if any, may be raised in one or more tranches having an Over Subscription Option in future within the stipulated period of 365 days from the date of SEBI’s observation letter dated December 15, 2004.

AUTHORITY FOR THE ISSUE

This Issue of Bonds is being made pursuant to the Resolutions of our Board of Directors, passed at its Meeting held on April 12, 2002, the Resolutions of the Committee of Directors, passed at its Meeting held on August 24, 2004 and March 3, 2005 and is within the overall borrowing limit under section 293(1)(d) of the Act as per the Scheme of Amalgamation of ICICI, ICICI Capital and ICICI PFS with us. This Scheme of Amalgamation was approved by the shareholders at their Meeting held on January 25, 2002.

No approval is required from any Government Authority for this Issue.

The RBI has vide its guidelines dated June 11, 2004, permitted banks to raise long term funds by issuing Bonds with a minimum maturity of five years to the extent of their exposure of residual maturity of more than five years to the infrastructure sector. This means that the total amount of long term Bonds issued shall not be more than the bank’s exposure of residual maturity of more than five years to the infrastructure sector at the time of issuing the Bonds. The Bonds should be issued in plain vanilla form without call or put option. The proposed issue would be within the overall limit granted by RBI as applicable to us.

The present Issue of Bonds is being made in accordance with the terms of the SEBI Guidelines and RBI Guidelines.

Our main business is to grant loans to our borrowers, hence we do not have adequate fixed assets to give as security. Further, the RBI Guidelines have permitted Banks to issue only unsecured instruments. Moreover, terms of certain overseas and domestic borrowings by us and Bonds issued by us stipulate that if we raise any secured loans or issue any secured Bonds, similar security needs to be extended to them also. Hence, all our borrowings, as also this issue of Bonds, are unsecured. However, such terms of overseas and domestic loans and Bonds shall not apply to (i) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property; or (ii) any statutory lien or (iii) any lien arising in the ordinary course of banking transactions or by membership of any clearing system.

Note:

We reserve the right to revise upwards the interest rate(s) / yield(s) being offered on the Bonds being offered in this Issue, subject to prior approvals from SEBI and/or any other regulatory authority as may be required.

DISCLAIMER CLAUSE

AS REQUIRED, A COPY OF THE DRAFT PROSPECTUS FOR MOBILISING RS. 4,000 CRORE INCLUDING AN OVER SUBSCRIPTION OPTION OF RS. 2,000 CRORE IN ONE OR MORE TRANCHES HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF DRAFT PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR VETTED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT PROSPECTUS. DSPML, LEAD MANAGERS TO THE ISSUE, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI GUIDELINES FOR DISCLOSURE AND INVESTOR PROTECTION AS IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT PROSPECTUS, THE LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF

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AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, DSPML HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED OCTOBER 28, 2004 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS, 1992, WHICH READS AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, ETC., AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE DRAFT PROSPECTUS PERTAINING TO THE SAID ISSUE.

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:

A. THE DRAFT PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPER RELEVANT TO THE ISSUE;

B. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC., ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

C. THE DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATION IS VALID.

The Lead Manager has issued a fresh Due Diligence Certificate dated March 16, 2005 for this tranche which reiterates the statements made in the above referred certificate and states that all observations made by SEBI vide letter No. CFD/DIL/UR/28436/2004 dated December 15, 2004, letter No. CFD/DIL/UR/29283/2004 dated December 24, 2004, letter No. CFD/DIL/UR/29504/2004 dated December 28, 2004 and letter No. CFD/DIL/UR/30760/2004 dated January 11, 2005 have been incorporated in the Prospectus. THE FILING OF PROSPECTUS DOES NOT, HOWEVER, ABSOLVE US FROM ANY LIABILITIES UNDER SECTION 63 OR 68 OF THE ACT OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE LEAD MANAGER, ANY IRREGULARITIES OR LAPSES IN THE PROSPECTUS. We and the Lead Manager accept no responsibility for statements made otherwise than in the Prospectus or in advertisements or any other material issued by or at the instance of us and the Lead Manager and anyone placing reliance on any other source of information would be doing so at his/her/their own risk.

DISCLAIMER IN RESPECT OF JURISDICTION

This Prospectus has been registered in India in accordance with the provisions of the Act. This offer of Bonds is made in India to persons resident in India and to NRIs. RBI vide its Notification No. FEMA 4/2000-RB dated May 3, 2000 has granted general permission to NRIs to invest in the issue on repatriation and on non-repatriation basis subject to certain conditions mentioned elsewhere in this Prospectus. This offer is not being made to Foreign Institutional Investors (FIIs) as defined under the Indian laws.

The distribution of this Prospectus or Application forms and the offer, sale, pledge or disposal of the Bonds may be restricted in certain overseas jurisdictions. This Prospectus does not constitute an offer to sell or an invitation to subscribe to the Bonds issued hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Prospectus comes is required to inform himself about and to observe any such restrictions.

DISCLAIMER CLAUSE OF BSE

BSE has given vide its letter dated December 7, 2004 permission to us to use BSE’s name in the Prospectus as one of the stock exchanges on which the securities are proposed to be listed. BSE has scrutinised this Prospectus for its internal purpose of deciding on the matter of granting the aforesaid permission to us.

BSE does not in any manner:

warrant, certify or endorse the correctness or completeness of any of the contents of this prospectus; or warrant that this Company’s Bonds will be listed or will continue to be listed on BSE; or take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company and it should not for any reason be deemed or construed that this Prospectus has been cleared or approved by BSE. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation, analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

DISCLAIMER CLAUSE OF NSE

As required, a copy of the Draft Umbrella Prospectus has been submitted to NSE. NSE has given vide its letter dated December 8, 2004 permission to us to use NSE’s name in the Prospectus as one of the stock exchanges on which the securities are proposed to be listed. NSE has scrutinised the Draft Umbrella Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to us. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the Draft Umbrella Prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Umbrella Prospectus; nor does it warrant that the securities will be listed or will continue to be listed on NSE; nor does it take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company.

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March 2005

Every person who desires to apply for or otherwise acquire any of the securities may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which may be suffered by such person consequent

to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other

reason whatsoever.

LISTING

Our existing equity shares are listed on BSE and NSE. Further our American Depository Shares (ADSs) are listed on the New York Stock Exchange, US$ 150 million 7.55% Medium Term Notes due August 15, 2007 issued by ICICI in August 1997 are listed on the Luxembourg Stock Exchange, US$ 300 million 4.75% Fixed Rate Notes due October 22, 2008 issued by us in October 2003 are listed on the Singapore Exchange Securities Trading Limited and US$ 300 million 5.00% Fixed Rate Notes issued by the Singapore Branch under the Medium Term Notes Programme due August 18, 2009 are listed on the Luxembourg Stock Exchange. As on March 5, 2005, 97.14% of our share capital was in dematerialised form. The Bonds issued by ICICI in February 1996, March 1997, December 1997, March 1998, April 1998, July 1998, August 1998, October 1998, December 1998, January 1999, March 1999, May 1999, July 1999, August 1999, October 1999, November 1999, February 2000, March 2000, July 2000, August 2000, October 2000, November 2000, December 2000, February 2001, March 2001, June 2001, July 2001, August 2001, September 2001, November 2001, December 2001, January 2002, February 2002 and March 2002 are listed on BSE and NSE. The Bonds issued by us in January 2003, February 2003, March 2003, August 2003, October 2003 and December 2003 are listed on BSE and NSE. We will apply to BSE and NSE to list these Bonds. The Designated Stock Exchange will be BSE. We shall complete all the formalities relating to listing of the Bonds within 70 days from the date of closure of the Issue.

If such permission is not granted within 70 days from the Date of Closure of the Issue or where such permission is refused before the expiry

of

the 70 days from the closure of the Issue, we shall forthwith repay without interest, all monies received from the applicants in pursuance

of

the Offer Document, and if such money is not repaid within eight days after we become liable to repay it (i.e. from the date of refusal or

70 days from the date of closing of the subscription list, whichever is earlier), then we and every director of ours who is an officer in default shall, on and from expiry of eight days, will be jointly and severally liable to repay the money, with interest at the rate of 15 per cent per annum on application money, as prescribed under section 73 of the Act.

FILING

A copy of this Prospectus along with the documents as specified under the head ”Material Contracts and Documents for Inspection”

required to be filed under section 60 of the Act, has been delivered to the Registrar of Companies, Gujarat, at Ahmedabad for registration.

A copy of this Prospectus has also been filed with SEBI at Mittal Court, ‘A’ Wing, Ground Floor, Nariman Point, Mumbai 400 021.

CAUTIONARY NOTE

As a matter of abundant caution and although not applicable in the case of Bonds, attention of applicants is specially drawn to the provisions of sub-section (1) of section 68A of the Act, which is reproduced below:

“Any person who:

a) makes, in a fictitious name, an application to a company for acquiring, or subscribing for, any shares therein, or

b) otherwise induces a company to allot, or register any transfer of, shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.”

MINIMUM-MAXIMUM TARGET

We propose to make Public Issue of Unsecured Redeemable Bonds in the nature of Debentures aggregating Rs. 700 crore Over Subscription Option of Rs 350 crore.

MINIMUM SUBSCRIPTION

We can retain any amount received by us even if it is less than 90% of the issue size.

LETTER(S) OF ALLOTMENT / REFUND ORDER(S) AND INTEREST IN CASE OF DELAY IN DESPATCH

We shall despatch the letter(s) of allotment or Bond certificate(s)/letter(s) of regret/refund order(s), as the case may be, by Registered Post/ Speed Post at the applicant’s sole risk, within 10 weeks from the date of closure of the Issue. However, refund orders up to Rs. 1,500/- will be sent under certificate of posting.

a) as far as possible, allotment of securities offered to the public shall be made within 30 days of the closure of the Issue;

b) we shall pay interest @ 15 per cent per annum if the allotment has not been made and/or the Refund Orders have not been despatched to the investors within 30 days from the date of the closure of the Issue, for the delay beyond 30 days.

We will provide adequate funds to the Registrar to the Issue, for this purpose.

ISSUE PROGRAMME

THE ISSUE WILL OPEN FOR SUBSCRIPTION AT THE COMMENCEMENT OF BANKING HOURS AND CLOSE AT THE CLOSE OF BANKING HOURS ON THE DATES INDICATED BELOW OR EARLIER OR ON SUCH EXTENDED DATE (SUBJECT TO A MAXIMUM OF 21 WORKING DAYS) AS MAY BE DECIDED AT THE DISCRETION OF THE COMMITTEE OF DIRECTORS OF ICICI BANK, SUBJECT TO NECESSARY

APPROVALS:

including an

ISSUE OPENS ON

: SATURDAY

MARCH

26,

2005

ISSUE CLOSES ON : THURSDAY

MARCH

31, 2005

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March 2005

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March 2005

ISSUE MANAGEMENT TEAM

LEAD MANAGER TO THE ISSUE

DSP MERRILL LYNCH LIMITED Mafatlal Centre, 10 th Floor, Nariman Point, Mumbai 400 021. Tel. No.: (022) 5632 8000 Fax No.: (022) 2204 8518

ENAM FINANCIAL CONSULTANTS PRIVATE LIMITED 801/802, Dalamal Towers, Nariman Point, Mumbai 400 021. Tel. No.: (022) 5638 1800 Fax No.: (022) 2284 6824

JM MORGAN STANLEY PRIVATE LIMITED 141, Maker Chambers III, Nariman Point, Mumbai 400 021. Tel. No.: (022) 5630 3030 Fax No.: (022) 5630 1694

BAJAJ CAPITAL LIMITED Agra Building, Ground Floor, 7/9, Oak Lane, Mumbai 400 023. Tel. No.: (022) 5637 6999 Fax No.: (022) 5637 6994

RR FINANCIAL CONSULTANTS LIMITED 133-A, 13th Floor, A- Wing, Mittal Tower, Nairman Point, Mumbai 400 021. Tel. No.: (022) 2288 6627 Fax No.: (022) 2285 1925

KJMC GLOBAL MARKET (INDIA) LIMITED 168, Atlanta, 16th Floor, Nariman Point, Mumbai 400 021. Tel. No.: (022) 2283 2350 / 2288 5201 Fax No.: (022) 2285 2892

ICICI SECURITIES LIMITED 163, Backbay Reclamation H. T. Parekh Marg, Churchgate, Mumbai 400 020. Tel. No.: (022) 2288 2460/70 Fax No.: (022) 2288 2312

KARVY INVESTOR SERVICES LIMITED “Karvy House”, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034. Tel. No.: (040) 2331 2454 Fax No.: (040) 2337 4714

REGISTRAR TO THE ISSUE

MCS LIMITED Sri Padmavathi Bhavan, Plot No. 93, Road No.16, MIDC, Andheri (East), Mumbai 400 093. Tel. No.: (022) 2820 1785 Fax No.: (022) 2820 1783

4

SOLICITORS & ADVOCATES

M/S. AMARCHAND & MANGALDAS & SURESH A. SHROFF & CO. Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013

M/S. KHAITAN AND COMPANY Emerald House 1B Old Post Office Street Kolkata 700 001.

KHAITAN & JAYAKAR SUD BUDHIRAJA & VOHRA D- 41, Defence Colony, New Delhi 110 024.

M/S. RANGARAJAN AND PRABHAKARAN New No.315, (Old No. 152), Thambu Chetty Street, Chennai 600 001.

LEGAL ADVISOR TO THE ISSUE

M/S. AMARCHAND & MANGALDAS & SURESH A. SHROFF & CO. Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013

AUDITORS

S. R. BATLIBOI & CO. Chartered Accountants Express Tower, 6th floor Nariman Point Mumbai 400 021 Tel : 2287 6485 / 86 Fax : 2287 6401 Email id: srbatliboi.company@in.ey.com

TRUSTEES FOR THE BONDHOLDERS

THE WESTERN INDIA TRUSTEE & EXECUTOR COMPANY LTD. Viswasthan Bhavan, 218, Pratap Ganj Peth, Satara 415 002. Tel. No.: (02162) 280075 Fax No.: (02162) 284686

BANKERS TO THE ISSUE

BANK OF MAHARASHTRA Merchant Banking Division, 85, Maker Towers “E”, Ground Floor, Cuffe Parade, Mumbai 400 005.

CENTRAL BANK OF INDIA Mumbai Main Office, Mahatma Gandhi Road, Mumbai 400 023.

ICICI BANK LIMITED Capital Markets Division 30, Mumbai Samachar Fort, Mumbai 400 001.

Marg,

March 2005

March 2005
March 2005

PUNJAB AND SIND BANK Merchant Banking Bureau, J. K. Somani Bldg., British Hotel Lane, Off Mumbai Samachar Marg, Fort, Mumbai 400 023.

THE FEDERAL BANK LIMITED Merchant Banking Bureau First Floor, 32, Mumbai Samachar Marg, Fort, Mumbai 400 001.

THE SANGLI BANK LIMITED 296, Perin Nariman Street, Post Box No. 789, Gr. Flr., Fort, Mumbai 400 001.

BROKERS/AGENTS TO THE ISSUE

All members of the recognized Stock Exchanges and bankers to the Issue may act as Brokers to the Issue. Agents appointed by ICICI Bank would act as agents to the Issue.

CHIEF FINANCIAL OFFICER

MR. N. S. KANNAN Chief Financial Officer & Treasurer ICICI Bank Limited, ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051 Tel. No.: (022) 2653 1414 Fax No.: (022) 2653 1122

COMPLIANCE OFFICER AND COMPANY SECRETARY

MR. JYOTIN MEHTA General Manager and Company Secretary ICICI Bank Limited, ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051 Tel. No.: (022) 2653 1414 Fax No.: (022) 2653 1122 E-mail: investor@icicibank.com

The Investors can contact the Compliance Officer in case of any pre- issue/post-issue related problems such as non-receipt of letters of allotment/bond certificates/refund orders etc.

CREDIT RATING

We have obtained credit rating for an amount of Rs. 4,000 crore from the following agencies:

The Credit Analysis & Research Limited (CARE) has assigned a rating of “CARE AAA” (Pronounced as “CARE triple A”) to these Bonds. This is the highest rating for such instruments. Instruments carrying this rating are considered to be of the best quality, carrying negligible investment risk. Debt services payments are protected by stable cash flows with good margin. While the underlying assumptions may change, such changes as can be visualised are most unlikely to impair the strong position of such instruments.

ICRA Limited (ICRA) has assigned a rating of “LAAA” (Pronounced L triple A) to these Bonds. This is the highest rating for such instrument. This rating indicates highest safety and a fundamentally strong position. Risk factors are negligible. There may be circumstances adversely affecting the degree of safety but such circumstances, as may be visualised, are not likely to affect the timely payment of principal and interest as per terms.

Necessary co-operation would be given to the credit rating agencies in providing true and adequate information till the debt obligations in respect of the Bonds are outstanding.

Credit Rating of all listed Bonds and debentures issued by us and ICICI during the last five years have been disclosed under the head “Previous Debenture/Bond Issue” on pages 219 to 227 of this Prospectus.

Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal or suspension at any time in the future by the assigning rating agency on the basis of new information, etc. Each rating should be evaluated independently of any other rating.

UNDERWRITING

The Issue of Bonds has not been underwritten.

5

March 2005

March 2005
March 2005

II. CAPITAL STRUCTURE

 

(As on December 31, 2004)

 

(Rs. in Crore)

1.

SHARE CAPITAL

 

A)

AUTHORISED

1,550,000,000

Equity Shares of Rs. 10/- each

1,550.00

 

350

Preference Shares of Rs. 1,00,00,000/- each

350.00

B)

ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL (1)

 

61,63,91,905

Equity Shares of Rs. 10/- each

616.39

 

Less: Calls unpaid

(0.11)

Add: Forfeited (nil) equity shares

0.01

Add: Issued 11,95,36,244 equity shares

of Rs. 10/- each [refer note 1 (e), (f) & (g)]

119.54

Share capital suspense (net) (Refer note 4)

0.06

 

735.89

C)

ISSUED, SUBSCRIBED AND PAID UP PREFERENCE SHARE CAPITAL

(2) AND (3)

 

350

Shares of Rs. 1,00,00,000/- each

350.00

1,085.89

2.

DEPOSITS AND BORROWINGS

 

A)

Deposits

81,928.28

Total (A)

81,928.28

B)

Borrowings

 

(i)

Borrowings in India

 

Unsecured Redeemable Debentures/ Bonds (Subordinated for Tier-II capital)

8,176.36

Loans and Advances from the Government of India Debentures and Bonds (Guaranteed by the Government of India) Tax Free Bonds Other Debentures and Bonds From Banks and Financial Institutions Deposits taken over from erstwhile ICICI Limited Total (B) (i)

380.65

1,481.50

-

11,273.11

8,916.84

262.80

30,491.26

(ii)

Borrowings outside India

 

From Multilateral/ Bilateral Credit Agencies (Guaranteed by Government of India equivalent of Rs. 2,112.47 crore) From International Banks, Institutions and Consortiums Other Bonds and Notes

2,562.76

4,962.14

3,105.50

Total (B) (ii) Total Borrowings (B) (i) and (ii) Total Deposits and Borrowings (A) and (B) Secured borrowing in (B) (i) and (ii) are Rs. NIL

 

10,630.40

41,121.66

 

123,049.94

3.

PRESENT ISSUE TO PUBLIC THROUGH THIS PROSPECTUS

 

Public Issue of Bonds (with a right to retain oversubscription up to Rs. 350 crore)

 

350.00

Notes: Pursuant to the amalgamation of ICICI Limited with ICICI Bank, ICICI Bank had increased the authorised share capital to 2,250.00 crores subsequent to March 31,2002. The Form No. 5 alongwith registration fee is yet to be filed with ROC, Gujarat and representation has been made to the Ministry of Company Affairs in this regard. Further, the authorised capital of ICICI Bank has been reduced to Rs.1900,00,00,000 divided into 155,00,00,000 equity shares of Rs.10 each and 350 preference shares of Rs.1 crore each vide Reserve Bank of India approval letter dated January 16, 2003.

1

Category (1) B includes

 

a) 31,818,180 underlying equity shares consequent to the ADS issue

 

b) 23,539,800 equity shares issued to the equity share holders of Bank of Madura Limited on amalgamation

 

c) 264,465,582 equity shares issued to the equity share holders [excluding ADS holders] of ICICI Limited on amalgamation

6

March 2005

March 2005
March 2005

d) 128,207,142 underlying equity shares issued to the ADS holders of ICICI Limited on amalgamation

e) 108,928,571 equity shares issued consequent to public issue vide prospectus dated April 12, 2004.

f) 6,992,187 equity shares on exercise of the green shoe option.

 

g) 3,615,486 equity shares on exercise of employee stock options (March 31, 2004 :3,370,604 equity shares).

2

Represents face value of 350 preference shares of Rs. 10 million each issued to preference share holders of erstwhile ICICI Limited on amalgamation redeemable at par on April 20, 2018

3.

The notification from Ministry of Finance, notification F.No. 13/3/2002-BOA dated April 17, 2002 has currently exempted the Bank from the restriction of section 12(1) of the Banking Regulation Act, 1949, which prohibits issue of preference shares by banks.

4

Represents application money received for 62,750 equity shares of Rs. 10 each on exercise of employee stock option.

5.

Our share capital history

 

Date of

No. of Equity Shares

Face Value

Issue Price

Nature of Payment

Allotment

(Rs.)

(Rs.)

January 27, 1994

700

10

10.00

Signatories to the Memorandum of Association.

April 28, 1994

150,000,000

10

10.00

Promoter’s contribution.

June 7, 1997

15,000,000

10

35.00

Promoter’s contribution.

March 31, 2000

31,818,180

10

239.91

ADR Issue.

April 17, 2001

23,539,800

10

10.00

Issue of shares to shareholders of Bank of Madura upon merger with ICICI Bank in ratio of 2:1

June 11, 2002

392,672,724

10

10.00

Issue of shares to shareholders of ICICI upon amalgamation with ICICI Bank in the ratio of 1:2

December 11, 2002

3,000

10

105.00

Allotment of shares under ESOS

June 30, 2003

970

10

120.35

Allotment of shares under ESOS

June 30, 2003

600

10

120.50

Allotment of shares under ESOS

July 22, 2003

11,550

10

120.35

Allotment of shares under ESOS

July 22, 2003

16,950

10

120.50

Allotment of shares under ESOS

August 5, 2003

3,000

10

105.00

Allotment of shares under ESOS

August 5, 2003

29,000

10

120.35

Allotment of shares under ESOS

August 5, 2003

29,680

10

120.50

Allotment of shares under ESOS

August 26, 2003

9,110

10

120.35

Allotment of shares under ESOS

August 26, 2003

7,550

10

120.50

Allotment of shares under ESOS

September 1, 2003

43,020

10

120.35

Allotment of shares under ESOS

September 1, 2003

31,950

10

120.50

Allotment of shares under ESOS

September 1, 2003

375

10

164.00

Allotment of shares under ESOS

September 8, 2003

9,670

10

120.35

Allotment of shares under ESOS

September 8, 2003

28,100

10

120.50

Allotment of shares under ESOS

September 8, 2003

925

10

170.00

Allotment of shares under ESOS

September 8, 2003

1,250

10

164.00

Allotment of shares under ESOS

September 15, 2003

18,180

10

120.35

Allotment of shares under ESOS

September 15, 2003

7,450

10

120.50

Allotment of shares under ESOS

September 22, 2003

15,670

10

120.35

Allotment of shares under ESOS

September 22, 2003

38,445

10

120.50

Allotment of shares under ESOS

September 22, 2003

10,000

10

164.00

Allotment of shares under ESOS

September 22, 2003

5,000

10

171.10

Allotment of shares under ESOS

September 22, 2003

2,500

10

171.90

Allotment of shares under ESOS

September 29, 2003

40,720

10

120.00

Allotment of shares under ESOS

September 29, 2003

24,900

10

120.50

Allotment of shares under ESOS

September 29, 2003

4,125

10

164.00

Allotment of shares under ESOS

September 29, 2003

375

10

170.00

Allotment of shares under ESOS

October 6, 2003

18,750

10

120.35

Allotment of shares under ESOS

October 6, 2003

34,850

10

120.50

Allotment of shares under ESOS

October 6, 2003

4,000

10

164.00

Allotment of shares under ESOS

7

March 2005

March 2005
March 2005

Date of

No.of Equity

Face Value

Issue Price

Nature of Payment

Allotment

Shares

(Rs.)

(Rs.)

October 6, 2003

1,975

10

170.00

Allotment of shares under ESOS

October 13, 2003

3,000

10

105.00

Allotment of shares under ESOS

October 13, 2003

163,864

10

120.35

Allotment of shares under ESOS

October 13, 2003

48,450

10

120.50

Allotment of shares under ESOS

October 13, 2003

34,124

10

164.00

Allotment of shares under ESOS

October 13, 2003

17,711

10

171.90

Allotment of shares under ESOS

October 20, 2003

61,715

10

120.35

Allotment of shares under ESOS

October 20, 2003

41,555

10

120.50

Allotment of shares under ESOS

October 20, 2003

40,100

10

164.00

Allotment of shares under ESOS

October 20, 2003

10,837

10

170.00

Allotment of shares under ESOS

October 20, 2003

2,900

10

171.10

Allotment of shares under ESOS

October 20, 2003

9,750

10

171.90

Allotment of shares under ESOS

October 27, 2003

21,820

10

120.35

Allotment of shares under ESOS

October 27, 2003

10,400

10

120.50

Allotment of shares under ESOS

October 27, 2003

5,350

10

164.00

Allotment of shares under ESOS

October 27, 2003

4,474

10

170.00

Allotment of shares under ESOS

October 27, 2003

3,350

10

171.10

Allotment of shares under ESOS

October 27, 2003

4,939

10

171.90

Allotment of shares under ESOS

November 3, 2003

24,376

10

120.35

Allotment of shares under ESOS

November 3, 2003

10,500

10

120.50

Allotment of shares under ESOS

November 3, 2003

6,625

10

164.00

Allotment of shares under ESOS

November 3, 2003

6,625

10

170.00

Allotment of shares under ESOS

November 3, 2003

500

10

171.10

Allotment of shares under ESOS

November 3, 2003

10,525

10

171.90

Allotment of shares under ESOS

November 10, 2003

6,000

10

105.00

Allotment of shares under ESOS

November 10, 2003

55,043

10

120.35

Allotment of shares under ESOS

November 10, 2003

21,150

10

120.50

Allotment of shares under ESOS

November 10, 2003

40,960

10

164.00

Allotment of shares under ESOS

November 10, 2003

51,849

10

170.00

Allotment of shares under ESOS

November 10, 2003

22,200

10

171.10

Allotment of shares under ESOS

November 10, 2003

32,525

10

171.90

Allotment of shares under ESOS

November 17, 2003

46,440

10

120.35

Allotment of shares under ESOS

November 17, 2003

19,600

10

120.50

Allotment of shares under ESOS

November 17, 2003

15,565

10

164.00

Allotment of shares under ESOS

November 17, 2003

10,803

10

170.00

Allotment of shares under ESOS

November 17, 2003

21,950

10

171.10

Allotment of shares under ESOS

November 17, 2003

13,425

10

171.90

Allotment of shares under ESOS

November 24, 2003

21,330

10

120.35

Allotment of shares under ESOS

November 24, 2003

31,600

10

120.50

Allotment of shares under ESOS

November 24, 2003

30,350

10

164.00

Allotment of shares under ESOS

November 24, 2003

10,524

10

170.00

Allotment of shares under ESOS

November 24, 2003

65,000

10

171.10

Allotment of shares under ESOS

November 24, 2003

6,550

10

171.90

Allotment of shares under ESOS

December 1, 2003

18,130

10

120.35

Allotment of shares under ESOS

December 1, 2003

51,280

10

120.50

Allotment of shares under ESOS

December 1, 2003

16,250

10

164.00

Allotment of shares under ESOS

December 1, 2003

5,625

10

170.00

Allotment of shares under ESOS

December 1, 2003

12,450

10

171.10

Allotment of shares under ESOS

December 1, 2003

9,020

10

171.90

Allotment of shares under ESOS

8

March 2005

March 2005
March 2005

Date of

No.of Equity

Face Value

Issue Price

Nature of Payment

Allotment

Shares

(Rs.)

(Rs.)

December 8, 2003

33,312

10

120.35

Allotment of shares under ESOS

December 8, 2003

13,650

10

120.50

Allotment of shares under ESOS

December 8, 2003

44,050

10

164.00

Allotment of shares under ESOS

December 8, 2003

46,445

10

170.00

Allotment of shares under ESOS

December 8, 2003

21,250

10

171.10

Allotment of shares under ESOS

December 8, 2003

79,425

10

171.90

Allotment of shares under ESOS

December 15, 2003

10,940

10

120.35

Allotment of shares under ESOS

December 15, 2003

3,500

10

120.50

Allotment of shares under ESOS

December 15, 2003

39,875

10

164.00

Allotment of shares under ESOS

December 15, 2003

7,893

10

170.00

Allotment of shares under ESOS

December 15, 2003

27,150

10

171.10

Allotment of shares under ESOS

December 15, 2003

14,925

10

171.90

Allotment of shares under ESOS

December 15, 2003

1,000

10

266.80

Allotment of shares under ESOS

December 22, 2003

27,350

10

120.35

Allotment of shares under ESOS

December 22, 2003

18,400

10

120.50

Allotment of shares under ESOS

December 22, 2003

13,575

10

164.00

Allotment of shares under ESOS

December 22, 2003

15,794

10

170.00

Allotment of shares under ESOS

December 22, 2003

13,300

10

171.10

Allotment of shares under ESOS

December 22, 2003

31,525

10

171.90

Allotment of shares under ESOS

December 22, 2003

5,500

10

266.80

Allotment of shares under ESOS

December 29, 2003

16,800

10

120.35

Allotment of shares under ESOS

December 29, 2003

5,600

10

120.50

Allotment of shares under ESOS

December 29, 2003

11,125

10

164.00

Allotment of shares under ESOS

December 29, 2003

5,455

10

170.00

Allotment of shares under ESOS

December 29, 2003

4,310

10

171.10

Allotment of shares under ESOS

December 29, 2003

27,940

10

171.90

Allotment of shares under ESOS

December 29, 2003

2,750

10

266.80

Allotment of shares under ESOS

January 5, 2004

28,980

10

120.35

Allotment of shares under ESOS

January 5, 2004

24,480

10

120.50

Allotment of shares under ESOS

January 5, 2004

47,450

10

164.00

Allotment of shares under ESOS

January 5, 2004

103,232

10

170.00

Allotment of shares under ESOS

January 5, 2004

66,140

10

171.10

Allotment of shares under ESOS

January 5, 2004

140,725

10

171.90

Allotment of shares under ESOS

January 5, 2004

18,650

10

266.80

Allotment of shares under ESOS

January 13, 2004

28,870

10

120.35

Allotment of shares under ESOS

January 13, 2004

39,950

10

120.50

Allotment of shares under ESOS

January 13, 2004

49,075

10

164.00

Allotment of shares under ESOS

January 13, 2004

22,466

10

170.00

Allotment of shares under ESOS

January 13, 2004

7,400

10

171.10

Allotment of shares under ESOS

January 13, 2004

46,536

10

171.90

Allotment of shares under ESOS

January 13, 2004

21,750

10

266.80

Allotment of shares under ESOS

January 19, 2004

13,930

10

120.35

Allotment of shares under ESOS

January 19, 2004

350

10

120.50

Allotment of shares under ESOS

January 19, 2004

16,475

10

164.00

Allotment of shares under ESOS

January 19, 2004

15,487

10

170.00

Allotment of shares under ESOS

January 19, 2004

29,900

10

171.10

Allotment of shares under ESOS

January 19, 2004

14,985

10

171.90

Allotment of shares under ESOS

January 19, 2004

10,750

10

266.80

Allotment of shares under ESOS

January 27, 2004

14,846

10

120.35

Allotment of shares under ESOS

9

March 2005

March 2005
March 2005

Date of

No.of Equity

Face Value

Issue Price

Nature of Payment

Allotment

Shares

(Rs.)

(Rs.)

January 27, 2004

8,200

10

120.50

Allotment of shares under ESOS

January 27, 2004

15,500

10

164.00

Allotment of shares under ESOS

January 27, 2004

5,337

10

170.00

Allotment of shares under ESOS

January 27, 2004

1,500

10

171.10

Allotment of shares under ESOS

January 27, 2004

11,230

10

171.90

Allotment of shares under ESOS

January 27, 2004

200

10

266.80

Allotment of shares under ESOS

February 2, 2004

6,390

10

120.35

Allotment of shares under ESOS

February 2, 2004

2,000

10

120.50

Allotment of shares under ESOS

February 2, 2004

1,875

10

164.00

Allotment of shares under ESOS

February 2, 2004

375

10

170.00

Allotment of shares under ESOS

February 2, 2004

17,000

10

171.10

Allotment of shares under ESOS

February 2, 2004

9,830

10

171.90

Allotment of shares under ESOS

February 9, 2004

5,280

10

120.35

Allotment of shares under ESOS

February 9, 2004

4,465

10

120.50

Allotment of shares under ESOS

February 9, 2004

3,000

10

164.00

Allotment of shares under ESOS

February 9, 2004

14,349

10

170.00

Allotment of shares under ESOS

February 9, 2004

5,750

10

171.10

Allotment of shares under ESOS

February 9, 2004

35,160

10

171.90

Allotment of shares under ESOS

February 9, 2004

11,300

10

266.80

Allotment of shares under ESOS

February 16, 2004

13,510

10

120.35

Allotment of shares under ESOS

February 16, 2004

5,000

10

120.50

Allotment of shares under ESOS

February 16, 2004

8,740

10

164.00

Allotment of shares under ESOS

February 16, 2004

15,399

10

170.00

Allotment of shares under ESOS

February 16, 2004

45,750

10

171.10

Allotment of shares under ESOS

February 16, 2004

26,845

10

171.90

Allotment of shares under ESOS

February 16, 2004

21,750

10

266.80

Allotment of shares under ESOS

March 2, 2004*

-13,103

10

-

Forfeiture of equity shares for non payment of allotment/call money

March 5, 2004

7,510

10

120.35

Allotment of shares under ESOS

March 5, 2004

5,700

10

120.50

Allotment of shares under ESOS

March 5, 2004

11,100

10

164.00

Allotment of shares under ESOS

March 5, 2004

15,550

10

170.00

Allotment of shares under ESOS

March 5, 2004

11,500

10

171.10

Allotment of shares under ESOS

March 5, 2004

39,869

10

171.90

Allotment of shares under ESOS

March 5, 2004

10,625

10

266.80

Allotment of shares under ESOS

March 8, 2004

3,980

10

120.35

Allotment of shares under ESOS

March 8, 2004

400

10

120.50

Allotment of shares under ESOS

March 8, 2004

1,525

10

164.00

Allotment of shares under ESOS

March 8, 2004

9,245

10

170.00

Allotment of shares under ESOS

March 8, 2004

1,975

10

171.90

Allotment of shares under ESOS

March 8, 2004

250

10

266.80

Allotment of shares under ESOS

April 21, 2004

100,157,271

10

280.00

Fully paid shares under public issue – April 2004

April 21, 2004

8,771,300

10

280.00

Partly paid equity shares of face value of Rs. 10/- each, on which Rs. 150 paid up (Rs. 5/- towards share capital and Rs. 145/- towards share premium) issued under the public issue. The balance amount of Rs. 130/- (Rs. 5/- towards share capital and Rs. 125/- towards share premium) payable on Call

April 27, 2004

73,328

10

120.35

Allotment of shares under ESOS

April 27, 2004

93,137

10

120.50

Allotment of shares under ESOS

April 27, 2004

3,120

10

132.05

Allotment of shares under ESOS

10

March 2005

March 2005
March 2005

Date of

No.of Equity

Face Value

Issue Price

Nature of Payment

Allotment

Shares

(Rs.)

(Rs.)

April 27, 2004

1,600

10

164.00

Allotment of shares under ESOS

April 27, 2004

3,287

10

170.00

Allotment of shares under ESOS

April 27, 2004

2,500

10

171.10

Allotment of shares under ESOS

April 27, 2004

7,200

10

171.90

Allotment of shares under ESOS

April 27, 2004

2,750

10

266.80

Allotment of shares under ESOS

May 4, 2004

90,370

10

120.35

Allotment of shares under ESOS

May 4, 2004

54,270

10

120.50

Allotment of shares under ESOS

May 4, 2004

149,750

10

132.05

Allotment of shares under ESOS

May 4, 2004

6,750

10

164.00

Allotment of shares under ESOS

May 4, 2004

19,624

10

170.00

Allotment of shares under ESOS

May 4, 2004

17,500

10

171.10

Allotment of shares under ESOS

May 4, 2004

23,875

10

171.90

Allotment of shares under ESOS

May 4, 2004

5,600

10

266.80

Allotment of shares under ESOS

May 10, 2004

85,475

10

120.35

Allotment of shares under ESOS

May 10, 2004

60,075

10

120.50

Allotment of shares under ESOS

May 10, 2004

113,150

10

132.05

Allotment of shares under ESOS

May 10, 2004

14,325

10

164.00

Allotment of shares under ESOS

May 10, 2004

36,040

10

170.00

Allotment of shares under ESOS

May 10, 2004

11,000

10

171.10

Allotment of shares under ESOS

May 10, 2004

16,305

10

171.90

Allotment of shares under ESOS

May 10, 2004

625

10

266.80

Allotment of shares under ESOS

May 17, 2004

54,365

10

120.35

Allotment of shares under ESOS

May 17, 2004

66,600

10

120.50

Allotment of shares under ESOS

May 17, 2004

75,510

10

132.05

Allotment of shares under ESOS

May 17, 2004

34,075

10

164.00

Allotment of shares under ESOS

May 17, 2004

15,768

10

170.00

Allotment of shares under ESOS

May 17, 2004

1,000

10</