EXHIBIT 4.6


                             RESERVE BANK OF INDIA
                                CENTRAL OFFICE
               DEPARTMENT OF BANKING OPERATIONS AND DEVELOPMENT
              CENTRE - 1, WORLD TRADE CENTRE, CUPPE PARADE COLABA,
                               MUMBAI - 400 008


Ref.DBOD.No.PSBS.1183/16.01.128/2001-2002                        April 26, 2002

The Managing Director,
ICICI Bank Ltd.,
ICICI Towers,
Bandra-Kurla Complex,
Mumbai 400 051.

Dear Sir,

Merger of ICICI Ltd. with ICICI Bank Ltd.

Please refer to your letter dated 25th October 2001 seeking our approval for
the scheme of amalgamation of ICICI Ltd. and two other of its subsidiaries viz
ICICI Capital Services Ltd. and ICICI Personal Financial Services Ltd. with
your bank.

2. It is observed that the scheme of amalgamation has been approved by the High
Courts of Gujaral and Mumbai vide their Orders dated 7th March 2002 and 11th
April 2002 respectively.

3. We have examined the request based on the statutory, prudential and other
regulatory requirements and accord our approval for the merger subject to the
following conditions:

(i) Compliance with reserve requirements

The ICICI Bank Ltd. would comply with the Cash Reserve Requirements (under
Section 42 of RBI Act, 1934) and Statutory Liquidity Reserve Requirements
(under Section 24 of the Banking Regulation Act, 1949) as


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applicable to banks on the net demand and time liabilities of the bank,
inclusive of the liabilities pertaining to ICICI Ltd. from the date of merger.
Consequently, ICICI Bank Ltd. would have to comply with the CRR/SLR computed
accordingly and with reference to the position of Net Demand and Time
Liabilities as required under existing instructions.

(ii) Other Prudential Norms

ICICI Bank Ltd. will continue to comply with all prudential requirements,
guidelines and other instructions as applicable to banks concerning capital
adequacy, asset classification, income recognition and provisioning, issued by
RBI from time to time on the entire portfolio of assets and liabilities of the
bank after the merger.

(iii) Conditions relating to Swap Ratio

As the proposed merger is between a banking company and a financial
institution, all matters connected with shareholding including the swap ratio,
will be governed by the provisions of Companies Act, 1956, as provided. In case
of any disputes, the legal provisions in the Companies Act and the decision of
the Courts would apply.

(iv) Appointment of Directors

The bank should ensure compliance with Section 20 of the Banking Regulation
Act, 1949, concerning granting of loans to the companies in which Directors of
such companies are also Directors. In respect of loans granted by ICICI Ltd. to
companies having common Directors, while it will not be legally necessary for
ICICI Bank Ltd. to recall the loans already granted to such companies after the
amalgamation, it will not be open to the bank to grant any fresh loans and
advances to such companies after amalgamation. The prohibition will include any
renewal or enhancement of existing loan facilities. The restriction contained
in Section 20 of the Act ibid, does not make any distinction between
professional Directors and other Directors and would apply to all Directors.


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(v) Priority Sector lending

Considering that the advances of ICICI Ltd. were not subject to the requirement
applicable to banks in respect of priority sector lending, the bank would after
merger, maintain an additional 10% over and above the requirement of 40%, i.e.,
a total of 50% of the net bank credit on the residual portion of the bank's
advances. This additional 10% by way of priority sector advances will apply
until such time as the aggregate priority sector advances reaches a level of
40% of the total net bank credit of the bank. RBI's existing instructions on
sub targets under priority sector lending and eligibility of certain types of
investments/funds for reckoning as priority sector advances (vide Circular
No.RPCD.Plan.BC.12 dated 1st August 2001), would apply to the bank as hitherto.

(vi) Equity exposure ceiling of 5%

A list of the investments of ICICI Ltd. acquired by way of project finance as
on the date of merger may be prepared and such investments kept outside the
exposure ceiling of 5% of advances towards exposure to equity and equity linked
instruments for a period of five years since these investments need to be
continued to avoid any adverse effect on the viability or expansion of the
project. The bank should, however, mark to market the above instruments and
provide for any loss in their value in the manner prescribed for the
investments of the bank. It may be clarified that any incremental accretion to
the above project-finance category of equity investment will be reckoned within
the 5% ceiling for equity exposure for the bank.

(vii) Investments in other companies

The bank should ensure that its investments in any of the companies in which
ICICI Ltd. had investments prior to the merger are in compliance with Section
19(2) of Banking Regulation Act, 1949, prohibiting holding of equity in excess
of 30% of the paid-up share capital of the company concerned or 30% of its own
paid-up share capital and reserves, whichever is less. The arrangements made in
this regard should be advised to us.


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(viii) Subsidiaries of the bank

(a) While taking over the subsidiaries of ICICI Ltd. after merger, the bank
should ensure that the activities of the subsidiaries comply with the
requirements of permissible activities to be undertaken by a bank under Section
6 of the Banking Regulation Act, 1949 and Section 19 (1) of the Act ibid.

(b) The take over of certain subsidiaries presently owned by ICICI Ltd. by
ICICI Bank Ltd. will be subject to approval, if necessary, by other regulatory
agencies viz. IRDA, SEBI, NHB, etc. Requisite approval from these regulators
should be furnished to us, if necessary.

(ix) Preference share capital

A banking company other than those incorporated before March 1944, shall not
hold preference share capital in terms of Section 12 (2) of the Banking
Regulation Act, 1949. The inclusion of preference share capital of Rs.350 crore
(350 shares of RS.1 crore each issued by ICICI Ltd. prior to merger), in the
capital structure of the bank after amalgamation is subject to the exemption
from the application of the above provision of Banking Regulation Act, 1949,
granted by the Central Government in terms of Section 53 of the Act ibid (copy
enclosed) and is permitted for a period of five years from the date of its
Notification.

4. Date of merger

As the scheme of merger has been approved by the High Courts, RBI has no
objection to the date of merger being the Appointed Date, viz. 30th March 2002
or any other date as per the orders of the High Court.

5. It may be ensured by ICICI Bank Ltd. that the fair valuation of the assets
of the ICICI Ltd. before merger is completed to its satisfaction and the
required provisioning requirements towards shortfall in the value of advances
and investments is duly carried out in the books of ICICI Ltd. before the


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accounts are merged. Certificates from Statutory Auditors that the valuation
and provisioning requirements in respect of the assets of ICICI Ltd. have been
carried out consistent with the prudential norms applicable to banks and
provisioning requirements have been fully met out of the existing
provisions/reserves of ICICI Ltd. prior to the merger to their satisfaction
should be obtained and kept on record.

6. The bank may approach RBI separately for approval for the appointment of
whole time Directors on the Board of the bank and payment of remuneration to
them after merger.

7. The bank's request for conversion of the existing branches/offices of ICICI
Ltd. as the branches of ICICI Bank Ltd. would be examined after completion of
all formalities connected with the merger.

Yours faithfully,

/s/ C R Muralidharan

(C R Muralidharan)
Chief General Manager