20-F

As filed with the Securities and Exchange Commission on July 25, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended March 31, 2014.

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to .

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number:  001-15002

ICICI BANK LIMITED

(Exact name of Registrant as specified in its charter)

Vadodara, Gujarat, India

(Jurisdiction of incorporation or organization)

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400051, India

(Address of principal executive offices)

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Equity Shares of ICICI Bank Limited(1)	New York Stock Exchange
American Depositary Shares, each representing two Equity Shares of ICICI Bank Limited, par value Rs. 10 per share	New York Stock Exchange

(1) Not for trading, but only in connection with the registration of American Depositary Shares representing such Equity Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

[None]

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

[None]

The number of outstanding Equity Shares of ICICI Bank Limited as of March 31, 2014 was 1,154,832,769.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒                      No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐                      No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒                      No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐                      No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  ☒                                                Accelerated Filer  ☐                                           Non-accelerated Filer  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐           U.S. GAAP

☐           International Financial Reporting Standards as issued by the International Accounting Standards Board

☒           Other

☐           Indicate by check mark which financial statement item the registrant has elected to follow.

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17                      ☒ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐                      No ☒

TABLE OF CONTENTS

Page

Cross Reference Sheet	ii
Certain Definitions	1
Forward-Looking Statements	2
Exchange Rates	3
Market Price Information	5
Risk Factors	8
Business	36
Overview	36
History	37
Shareholding Structure and Relationship with the Government of India	38
Strategy	39
Overview of Our Products and Services	40
Funding	53
Risk Management	56
Loan Portfolio	79
Classification of Loans	85
Subsidiaries, Associates and Joint Ventures	96
Technology	99
Employees	103
Properties	104
Legal and Regulatory Proceedings	104
American Depository Receipt Fees and Payments	108
Selected Consolidated Financial and Operating Data	110
Operating and Financial Review and Prospects	115
Management	201
Overview of the Indian Financial Sector	217
Supervision and Regulation	229
Exchange Controls	266
Restriction on Foreign Ownership of Indian Securities	268
Dividends	271
Taxation	272
Presentation of Financial Information	278
Additional Information	279
Exhibit Index	Exh-1

i

CROSS REFERENCE SHEET

Form 20-F	Item Number and Caption	Location
Part – I
1	Identity of Directors, Senior Management and Advisers	Not applicable
2	Offer Statistics and Expected Timetable	Not applicable
3	Key Information	Selected Consolidated Financial and Operating Data	110
		Exchange Rates	3
		Risk Factors	8
4	Information on the Company	Business	36
		Operating and Financial Review and Prospects	115
		Overview of the Indian Financial Sector	217
		Supervision and Regulation	229
		Business—Subsidiaries, Associates and Joint Ventures	96
		Business—Properties	104
		Schedule 18B Note 5 in Notes to Consolidated Financial Statements	F-58
4A	Unresolved Staff Comments	None
5	Operating and Financial Review and Prospects	Operating and Financial Review and Prospects	115
		Business—Risk Management	56
		Business—Funding	53
6	Directors, Senior Management and Employees	Management	201
		Business—Employees	103
7	Major Shareholders and Related Party Transactions	Business—Shareholding Structure and Relationship with the Government of India	38
		Operating and Financial Review and Prospects—Related Party Transactions	188
		Management—Compensation and Benefits to Directors and Officers—Loans	215
		Schedule 18. Note 3 in Notes to Consolidated Financial Statements	F-40
8	Financial Information	Report of Independent Registered Public Accounting Firm	F-2

ii

Form 20-F	Item Number and Caption	Location
		Consolidated Financial Statements and the Notes thereto	F-5
		Operating and Financial Review and Prospects—Executive Summary	115
		Business—Legal and Regulatory Proceedings	104
		Dividends	271
9	The Offer and Listing	Market Price Information	5
10	Additional Information	Additional Information	279
		Exchange Controls	266
		Taxation	272
		Restriction on Foreign Ownership of Indian Securities	268
		Dividends	271
		Business—Subsidiaries, Associates and Joint Ventures	96
11	Quantitative and Qualitative Disclosures About Market Risk	Business—Risk Management—Quantitative and Qualitative Disclosures About Market Risk	63
12	Description of Securities Other than Equity Securities	Business—American Depository Receipt Fees and Payments	108
Part – II
13	Defaults, Dividend Arrearages and Delinquencies	Not applicable
14	Material Modifications to the Rights of Security Holders and Use of Proceeds	Not applicable
15	Controls and Procedures	Business—Risk Management—Controls and Procedures	78
16	[Reserved]	Not applicable
16A	Audit Committee Financial Expert	Management—Corporate Governance—Audit Committee	207
16B	Code of Ethics	Management—Corporate Governance—Code of Ethics	209
16C	Principal Accountant Fees and Services	Management—Corporate Governance—Principal Accountant Fees and Services	210

iii

Form 20-F	Item Number and Caption	Location
16D	Exemptions from the Listing Standards for Audit Committees	Not applicable
16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	Business—Shareholding Structure and Relationship with the Government of India	38
16F	Change in Registrant’s Certifying Accountant	Not applicable
16G	Corporate Governance	Management—Summary Comparison of Corporate Governance Practices	210
Part – III
17	Financial Statements	See Item 18
18	Financial Statements	Report of Independent Registered Public Accounting Firm	F-2
		Consolidated Financial Statements and the Notes Thereto	F-5
19	Exhibits	Exhibit Index and Attached Exhibits	Exh-1

iv

CERTAIN DEFINITIONS

In this annual report, all references to “we”, “our”, and “us” are to ICICI Bank Limited and its consolidated subsidiaries and other consolidated entities under generally accepted accounting principles in India (“Indian GAAP”). In the financial statements contained in this annual report and the notes thereto, all references to “the Company” are to ICICI Bank Limited and its consolidated subsidiaries and other consolidated entities under Indian GAAP.

References to specific data applicable to particular subsidiaries or other consolidated entities are made by reference to the name of that particular entity. References to the “amalgamation” are to the amalgamation of ICICI, ICICI Personal Financial Services and ICICI Capital Services with 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 approved by the High Court of Gujarat at Ahmedabad on March 7, 2002 and by the High Court of Judicature at Bombay on April 11, 2002 and approved by the Reserve Bank of India on April 26, 2002. References to “Sangli Bank” are to The Sangli Bank Limited prior to its amalgamation with ICICI Bank, effective April 19, 2007. References to “Bank of Rajasthan” are to the Bank of Rajasthan Limited prior to its amalgamation with ICICI Bank, effective from the close of business at August 12, 2010.

References to “ICICI Bank” and “the Bank” are to ICICI Bank Limited on an unconsolidated basis. References to “ICICI” are to ICICI Limited and its consolidated subsidiaries and other consolidated entities under Indian GAAP prior to the amalgamation of ICICI Limited, ICICI Personal Financial Services Limited and ICICI Capital Services Limited with ICICI Bank Limited which was effective March 30, 2002 under Indian GAAP. References to a particular “fiscal” year are to the year ended on March 31 of such a year. Unless otherwise indicated, all references to the “Board of Directors” and the “Board” are to the board of directors of ICICI Bank.

All references to the “Companies Act”, the “Banking Regulation Act” and the “Reserve Bank of India Act” are to the Companies Act, 1956, the Banking Regulation Act, 1949 and the Reserve Bank of India Act, 1934 as passed by the Indian Parliament and as amended from time to time. All references to “RBI” and the “Reserve Bank of India” are to the central banking and monetary authority of India.

Pursuant to the issuance and listing of our securities in the United States under registration statements filed with the United States Securities and Exchange Commission, we file annual reports on Form 20-F which must include financial statements prepared under generally accepted accounting principles in the United States (U.S. GAAP), or financial statements prepared according to a comprehensive body of accounting principles with a reconciliation of net income and stockholders’ equity to U.S. GAAP. When we first listed our securities in the United States, Indian GAAP was not considered a comprehensive body of accounting principles under the United States securities laws and regulations. Accordingly, our annual reports on Form 20-F for fiscal years 2000 through 2005 included U.S. GAAP financial statements. However, pursuant to a significant expansion of Indian accounting standards, Indian GAAP constitutes a comprehensive body of accounting principles. Accordingly, we have included in this annual report, as in the annual reports for fiscal years 2010 through 2013, consolidated financial statements prepared according to Indian GAAP, with a reconciliation of net income and stockholders’ equity to U.S. GAAP and a description of significant differences between Indian GAAP and U.S. GAAP.

Our annual report prepared and distributed to our shareholders under Indian law and regulations include unconsolidated Indian GAAP financial statements, management’s discussion and analysis of the Bank’s results of operations and financial condition based on the Bank’s unconsolidated Indian GAAP financial statements and our consolidated Indian GAAP financial statements.

1

FORWARD-LOOKING STATEMENTS

We have included statements in this annual report which contain words or phrases such as “will”, “would”, “aim”, “aimed”, “will likely result”, “is likely”, “are likely”, “believe”, “expect”, “expected to”, “will continue”, “will achieve”, “anticipate”, “estimate”, “estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”, “propose to”, “future”, “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will pursue” and similar expressions or variations of such expressions that may constitute “forward-looking statements”. These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results, opportunities and growth potential to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the actual growth in demand for banking and other financial products and services in the countries in which we operate or where a material number of our customers reside, our ability to successfully implement our strategy, including our retail deposit growth strategy, our use of the internet and other technology, our rural expansion, our exploration of merger and acquisition opportunities, our ability to integrate recent or future mergers or acquisitions into our operations and manage the risks associated with such acquisitions to achieve our strategic and financial objectives, our ability to manage the increased complexity of the risks that we face following our international growth, future levels of non-performing and restructured loans, our growth and expansion in domestic and overseas markets, the adequacy of our allowance for credit and investment losses, technological changes, investment income, our ability to market new products, cash flow projections, the outcome of any legal, tax or regulatory proceedings in India and in other jurisdictions in which we are or become a party to, the future impact of new accounting standards, our ability to implement our dividend payment practice, the impact of changes in banking and insurance regulations and other regulatory changes in India and other jurisdictions on us, including with respect to the assets and liabilities of ICICI, a former financial institution not subject to Indian banking regulations, the state of the global financial system and systemic risks, the bond and loan market conditions and availability of liquidity amongst the investor community in these markets, the nature of credit spreads and interest spreads from time to time, including the possibility of increasing credit spreads or interest rates, our ability to roll over our short-term funding sources and our exposure to credit, market and liquidity risks. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

In addition, other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this annual report include, but are not limited to, the monetary and interest rate policies of India and the other markets in which we operate, natural calamities and environmental issues, general economic and political conditions in India, southeast Asia, and the other countries which have an impact on our business activities or investments, political or financial instability in India or any other country caused by any factor including any terrorist attacks in India, the United States or elsewhere or any other acts of terrorism worldwide, any anti-terrorist or other attacks by the United States, a United States-led coalition or any other country, the monetary and interest rate policies of India, tensions between India and Pakistan related to the Kashmir region or military armament or social unrest in any part of India, inflation, deflation, unanticipated turbulence in interest rates, changes or volatility in the value of the rupee, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in general, changes in domestic and foreign laws, regulations and taxes, changes in competition and the pricing environment in India and regional or general changes in asset valuations. For a further discussion of the factors that could cause actual results to differ, see the discussion under “Risk Factors” contained in this annual report.

2

EXCHANGE RATES

Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar will affect the U.S. dollar equivalent of the Indian rupee price of equity shares on the Indian stock exchanges and, as a result, will affect the market price of our American Depositary Shares, or ADSs, in the United States. These fluctuations will also affect the conversion into U.S. dollars by the depositary of any cash dividends paid in Indian rupees on our equity shares represented by ADSs.

Given improved domestic economic conditions, during fiscal 2010, the rupee appreciated against the U.S. dollar by 11.6% moving from Rs. 50.87 per US$1.00 at March 31, 2009 to Rs. 44.95 at year-end fiscal 2010. During fiscal 2011, the rupee appreciated against the U.S$ 1.00 by 0.9%, moving from Rs. 44.95 per US$1.00 at year-end fiscal 2010 to Rs. 44.54 at year-end fiscal 2011. During fiscal 2012, the rupee depreciated against the U.S. dollar by 14.3%, moving from Rs. 44.54 per U.S. $ 1.00 at year-end fiscal 2011 to Rs. 50.89 at year-end fiscal 2012 due to volatility in capital flows on account of increased risk aversion following the European sovereign debt crisis as well as moderation in India’s economic growth. During fiscal 2013, the rupee further depreciated against the U.S. dollar by 7.1%, moving from Rs. 50.89 at year-end fiscal 2012 to Rs. 54.52 at year-end fiscal 2013. During fiscal 2014, the rupee further depreciated against the U.S. dollar by 10.1%, moving from Rs. 54.52 per US$1.00 at year-end fiscal 2013 to Rs. 60.00 per US$1.00 at year-end fiscal 2014 due to concern about India’s current account deficit and possible implications of prospective withdrawal of quantitative easing by the U.S. Federal Reserve. During fiscal 2015, up to June 30, 2014, the rupee has remained stable at around Rs. 60.06 per US$1.00. See also “Risk Factors—Risks Relating to India and Other Economic and Market Risks—Any volatility in the exchange rate and increased intervention by the Reserve Bank of India in the foreign exchange market may lead to a decline in India’s foreign exchange reserves and may affect liquidity and interest rates in the Indian economy, which could adversely impact us”.

The following table sets forth, for the periods indicated, certain information concerning the exchange rates between Indian rupees and U.S. dollars. The exchange rates reflect the exchange rates as set forth in the H.10 statistical release of the Federal Reserve Board.

Fiscal Year	Period End(1)		Average(1),(2)
2010		44.95		47.18
2011		44.54		45.46
2012		50.89		48.01
2013		54.52		54.48
2014		60.00		60.76
2015 (through June 30, 2014)		60.06		59.81

Month	High		Low
March 2013		54.92		54.06
April 2013		54.91		53.68
May 2013		56.50		53.65
June 2013		60.70		56.43
July 2013		60.80		59.01
August 2013		68.80		60.34
September 2013		67.71		61.68
October 2013		62.46		61.09
November 2013		63.73		61.74
December 2013		62.38		60.87
January 2014		63.09		61.45
February 2014		62.63		61.78
March 2014		62.17		59.89
April 2014		61.17		59.86
May 2014		60.21		58.30
June 2014		60.32		59.15

3

(1) The exchange rate at each period end and the average rate for each period differed from the exchange rates used in the preparation of our financial statements.

(2) Represents the average of the exchange rate on the last day of each month during the period.

Although certain rupee amounts in this annual report have been translated into U.S. dollars for convenience, this does not mean that the rupee amounts referred to could have been, or could be, converted into U.S. dollars at any particular rate, the rates stated below, or at all. Except as otherwise stated in this annual report, all translations from rupees to U.S. dollars are based on the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board at March 31, 2014. The Federal Reserve Bank of New York certifies this rate for customs purposes in a weekly version of the H.10 release. The exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board at March 31, 2014 was Rs. 60.00 per US$1.00 and at June 30, 2014 was Rs. 60.06 per US$1.00.

4

MARKET PRICE INFORMATION

Equity Shares

Our outstanding equity shares are currently listed and traded on the Bombay Stock Exchange, or the BSE, and on the National Stock Exchange of India Limited, or the NSE.

At March 31, 2014, 1,154,832,769 equity shares were outstanding. The prices for equity shares as quoted in the official list of each of the Indian stock exchanges are in Indian rupees.

The following table shows:

· The reported high and low closing prices quoted in rupees for our equity shares on the NSE; and

· The reported high and low closing prices for our equity shares, translated into U.S. dollars, based on the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board, on the last business day of each period presented.

	Price per equity share(1)
	High		Low		High		Low
Annual prices:
Fiscal 2010	Rs.	963.65	Rs.	349.35	US$	21.44	US$	7.77
Fiscal 2011		1,273.35		809.35		28.59		18.17
Fiscal 2012		1,126.85		653.40		22.14		12.84
Fiscal 2013		1,212.70		781.70		22.24		14.34
Fiscal 2014		1,259.20		783.55		20.99		13.06
Quarterly prices:
Fiscal 2013:
First Quarter	Rs.	908.20	Rs.	781.70	US$	16.34	US$	14.07
Second Quarter		1,070.95		879.65		20.24		16.62
Third Quarter		1,148.95		1,018.30		20.94		18.56
Fourth Quarter		1,212.70		1,001.55		22.24		18.37
Fiscal 2014:
First Quarter	Rs.	1,231.95	Rs.	989.10	US$	20.70	US$	16.62
Second Quarter		1,079.10		783.55		17.24		12.52
Third Quarter		1,201.70		910.75		19.41		14.71
Fourth Quarter		1,259.20		958.05		20.99		15.97
Fiscal 2015:
First Quarter	Rs.	1,492.20	Rs.	1,209.15	US$	24.85	US$	20.13
Monthly prices:
March 2013	Rs.	1,139.30	Rs.	1,001.55	US$	20.90	US$	18.37
April 2013		1,177.35		989.10		21.93		18.43
May 2013		1,231.95		1,129.95		21.80		20.00
June 2013		1,154.60		1,026.85		19.40		17.25
July 2013		1,079.10		909.05		17.76		14.96
August 2013		914.20		796.35		13.91		12.12
September 2013		1,036.25		783.55		16.56		12.52
October 2013		1,120.95		910.75		18.19		14.78
November 2013		1,133.45		1,012.75		18.17		16.23
December 2013		1,201.70		1,063.50		19.41		17.18
January 2014		1,097.70		974.55		17.53		15.56
February 2014		1,043.85		958.05		16.90		15.51
March 2014		1,259.20		1,029.80		20.99		17.16
April 2014		1,299.55		1,209.15		21.58		20.08
May 2014		1,468.40		1,252.40		24.82		21.17
June 2014		1,492.20		1,384.65		24.85		23.05

(1) Data from the NSE. The prices quoted on the BSE may be different.

5

At June 30, 2014, the closing price of equity shares on the NSE was Rs. 1,418.15 equivalent to US$23.61 per equity share (US$47.22 per ADS on an imputed basis) translated at the exchange rate of Rs. 60.06 per US$1.00 as set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2014.

At year-end fiscal 2014, there were approximately 585,463 holders of record of our equity shares, of which 396 had registered addresses in the United States and held an aggregate of approximately 117,175 equity shares.

ADSs

Our ADSs, each representing two equity shares, were originally issued in March 2000 in a public offering and are listed and traded on the New York Stock Exchange under the symbol IBN. The equity shares underlying the ADSs are listed on the BSE and the NSE.

At year-end fiscal 2014, ICICI Bank had approximately 168 million ADSs, equivalent to about 336 million equity shares, outstanding. At March 31, 2014, there were approximately 60,502 record holders of ICICI Bank’s ADSs, out of which 118 have registered addresses in the United States. The following table sets forth, for the periods indicated, the reported high and low closing prices on the New York Stock Exchange for our outstanding ADSs traded under the symbol IBN.

	Price per ADS
	High		Low
Annual prices:
Fiscal 2010	US$	43.43	US$	14.36
Fiscal 2011		57.57		34.85
Fiscal 2012		50.67		24.43
Fiscal 2013		47.76		27.99
Fiscal 2014		48.39		25.46
Quarterly prices:
Fiscal 2013:
First Quarter	US$	35.80	US$	27.99
Second Quarter		40.15		32.34
Third Quarter		44.91		37.36
Fourth Quarter		47.76		40.12
Fiscal 2014:
First Quarter	US$	48.39	US$	37.29
Second Quarter		38.96		25.46
Third Quarter		40.48		30.50
Fourth Quarter		43.96		30.98
Fiscal 2015:
First Quarter	US$	52.24	US$	42.67
Monthly prices:
March 2013	US$	45.15	US$	40.12
April 2013		46.82		38.98
May 2013		48.39		44.97
June 2013		44.25		37.29
July 2013		38.96		32.78
August 2013		33.06		25.46
September 2013		34.77		25.49
October 2013		37.32		30.50
November 2013		37.53		32.92
December 2013		40.48		34.80
January 2014		36.78		32.00
February 2014		35.68		30.98
March 2014		43.96		35.40
April 2014		44.78		42.67
May 2014		52.16		42.71
June 2014		52.24		48.65

6

See also “—Risk Factors—Risks Relating to ADSs and Equity Shares—Conditions in the Indian securities market may adversely affect the price or liquidity of our equity shares and ADSs”.

7

RISK FACTORS

You should carefully consider the following risk factors as well as other information contained in this annual report in evaluating us and our business.

Risks Relating to India and Other Economic and Market Risks

A prolonged slowdown in economic growth or rise in interest rates in India could cause our business to suffer.

A slowdown in the Indian economy could adversely affect our business and our borrowers and contractual counterparties, especially if such a slowdown were to be continued and prolonged. The Indian economy in general, and the agricultural sector in particular, are also impacted by the level and timing of monsoon rainfall. Investments by the corporate sector in India are impacted by government policies and decisions including policies and decisions regarding awards of licenses, access to land, access to natural resources and the protection of the environment. India’s gross domestic product grew by 8.6% in fiscal 2010 and 8.9% in fiscal 2011. Growth slowed to 6.7% in fiscal 2012 and further to 4.5% in fiscal 2013 and 4.7% in fiscal 2014. The slowdown in growth was mainly due to the industrial sector which grew by 1.0% in fiscal 2013 and by 0.4% in fiscal 2014 compared to 7.8% growth in fiscal 2012. Growth in the services sector moderated from 7.0% in fiscal 2013 to 6.8% in fiscal 2014. However, the agriculture sector, which contributes about 14% to India’s gross domestic product, saw an improvement in growth from 1.4% in fiscal 2013 to 4.7% in fiscal 2014.

Economic growth in India is influenced by several factors, including inflation, interest rates, government policies, and external trade and capital flows. The level of inflation or depreciation of the Indian rupee may limit monetary easing or cause monetary tightening by the Reserve Bank of India. Any increase in inflation, due to increases in domestic food prices or global prices of commodities, including crude oil, the impact of currency depreciation on the prices of imported commodities and additional pass through of higher fuel prices to consumers, or otherwise, may result in a tightening of monetary policy. For example, the average annual rate of inflation as measured by the wholesale price index increased from 3.6% in fiscal 2010 to 9.6% in fiscal 2011 and 8.9% in fiscal 2012 in response to which the Reserve Bank of India progressively tightened monetary policy, raising the repo rate by a total of 350 basis points during fiscal years 2011 and 2012. While inflation moderated in fiscal 2013 resulting in a 125 basis points reduction in the repo rate till May 2013, inflationary concerns re-emerged during fiscal 2014, resulting in the Reserve Bank of India increasing the repo rate by 75 basis points through January 2014 to 8.0%. Further, during fiscal 2014, the Reserve Bank of India also took measures to address the volatility in the exchange rate which resulted in a temporary but significant impact on short-term rates and liquidity.

In September 2013, the Reserve Bank of India set up a committee to review the monetary policy framework and recommend measures and pre-conditions to improve policy transmission. Key recommendations of the committee included adopting the consumer price index as the key inflation measure for monetary policy action and keeping the economy on a disinflationary glide path with a consumer price index inflation target of 8.0% by January 2015 and 6.0% by January 2016. Subsequent monetary policy announcements by the Reserve Bank of India have factored in some of the recommendations of the committee. A higher rate environment on account of inflation, other market factors, changes in the conduct of monetary policy or otherwise may have an adverse effect on economic growth in India.

Further, in light of the increasing linkage between India and other economies, the Indian economy is increasingly influenced by economic and market conditions in other countries. As a result, unfavourable developments in the United States, European Union and other countries in the developed world and in major emerging markets like China could have an adverse impact on economic growth and financial markets in India. In particular, adverse changes to global liquidity conditions, interest rates and risk appetite could lead to significant capital outflows from India. For instance, due to concerns regarding withdrawal of quantitative easing in the U.S. during June 2013, India saw outflow of foreign institutional investments in the debt segment of about US$ 7.5 billion during June-July 2013.

A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services, increased competition and higher defaults among corporate, retail and rural borrowers, which could adversely impact our business, our financial performance, our stockholders’ equity, our ability to implement our strategy and the price of our equity shares and ADSs.

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Financial instability in other countries, particularly emerging market countries and countries where we have established operations, could adversely affect our business and the price of our equity shares and ADSs.

Although the proximate cause of the 2008-2009 financial crisis, which was deeper than other recent financial crises, was the U.S. residential mortgage market, investors should be aware that there is a recent history of financial crises and boom-bust cycles in multiple markets in both the emerging and developed economies which leads to risks for all financial institutions, including us. Developments in the Eurozone, including concerns regarding sovereign debt and recessionary economic conditions as well as concerns related to the withdrawal of quantitative easing in developed markets, may lead to increased risk aversion and volatility in global capital markets. A loss of investor confidence in the financial systems of India or other markets and countries or any financial instability in India or any other market may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector, our business and our future financial performance. See also “—Risks Relating to Our Business—We experienced rapid international growth in earlier years which has increased the complexity of the risks that we face”. We remain subject to the risks posed by the indirect impact of adverse developments in the global economy, some of which cannot be anticipated and the vast majority of which are not under our control. We also remain subject to counterparty risk to financial institutions that fail or are otherwise unable to meet their obligations to us.

Any downgrade of India’s debt rating by an international rating agency could adversely affect our business, our liquidity and the price of our equity shares and ADSs.

Standard & Poor’s, an international rating agency, revised its outlook for India’s debt rating from ‘Stable’ to ‘Negative’ in April 2012 and stated that there was a one in three probability of a downgrade in the next two years. While the outlook by Standard & Poor’s continues to remain negative, Standard and Poor’s has indicated that any rating action would depend on the policies of the new government. Fitch Ratings, another international rating agency, also revised its outlook for India’s debt from ‘Stable’ to ‘Negative’ in June 2012, but has since revised the outlook to ‘Stable’ following improvements in fiscal deficit and government measures initiated to revive investments. In May 2012, Moody’s downgraded the baseline credit assessment of certain Indian banks, including us, to reflect the banks’ significant exposure to domestic credit and domestic sovereign debt and their linkage to India’s sovereign credit rating. Moody’s action did not impact the ratings of the Bank’s senior unsecured debt. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our business and limit our access to capital markets and adversely impact our liquidity position. See also “—Risks Relating to Our Business—Our inability to effectively manage credit, market and liquidity risk and inaccuracy of our valuation models and accounting estimates may have an adverse effect on our earnings, capitalization, credit ratings and cost of funds”.

The Bank has certain borrowings that would be affected by a one or two notch downgrade from its current credit rating. These borrowings amount to less than 4% of the total borrowings of the Bank at year-end fiscal 2014. If an international credit rating agency downgrades the Bank’s credit rating by one or two notches, the Bank would be required to pay an increased interest rate on certain borrowings, and for certain borrowings, the Bank would be required to re-negotiate a new interest rate with its lenders. If the Bank is not able to reach an agreement for an interest rate with a lender, the lender could require the Bank to prepay the outstanding principal amount of the loan.

A significant increase in the price of crude oil could adversely affect the Indian economy, which could adversely affect our business.

India imports a majority of its requirements of crude oil, which comprised around 37% of total imports in fiscal 2014. While global oil prices moderated in fiscal 2013 and fiscal 2014 over concerns of a slowdown in global economic growth, developments in the Eastern Europe and Middle East, including the recent events in Iraq, have resulted in volatility in oil prices. The government of India has deregulated the prices and has been reducing the subsidy provided on certain oil products resulting in international crude prices having a greater effect on domestic oil prices. Increases or volatility in oil prices, as well as the impact of currency depreciation, which makes imports more expensive in local currency, and the pass-through of such increases to Indian consumers could have a material negative impact on the Indian economy and the Indian banking and financial system in particular, including through a rise in inflation and market interest rates and higher trade and fiscal deficits. This could adversely affect our business including our liquidity, the quality of our assets, our financial performance, our stockholders’ equity, our ability to implement our strategy and the price of our equity shares and ADSs.

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Current account deficits, including trade deficits could adversely affect our business and the price of our equity shares and ADSs.

India’s trade relationships with other countries and its trade deficit, driven to a major extent by global crude oil prices, may adversely affect Indian economic conditions. For instance, India’s current account deficit as a percentage of gross domestic product increased sharply from 2.7% in fiscal 2011 to 4.7% in fiscal 2013, due to volatility in global oil prices and weak exports on lower global demand. Concerns regarding the increase in the current account deficit along with the possibility of a reduction in quantitative easing in the U.S. resulted in a sharp depreciation in the Indian rupee against the U.S. dollar during May 2013 to August 2013. While the current account deficit improved significantly to 1.7% of gross domestic product in fiscal 2014, driven primarily by measures to reduce gold imports, if the current account and trade deficits increase, or are no longer manageable because of the rise in global crude oil prices or otherwise, the Indian economy, and therefore our business, our financial performance, our stockholders’ equity and the price of our equity shares and ADSs could be adversely affected.

Any volatility in the exchange rate and increased intervention by the Reserve Bank of India in the foreign exchange market may lead to a decline in India’s foreign exchange reserves and may affect liquidity and interest rates in the Indian economy, which could adversely impact us.

During the first half of fiscal 2014, emerging markets including India witnessed significant capital outflows on account of concerns regarding the withdrawal of quantitative easing in the U.S. and other domestic structural factors such as high current account deficits and lower growth outlook. As a result, the Indian rupee depreciated by 21.1% from Rs. 56.5 per U.S. dollar at end-May 2013 to Rs. 68.4 per U.S. dollar at August 28, 2013. To manage the volatility in the exchange rate, the Reserve Bank of India took several measures including a 200 basis point increase in the marginal standing facility rate and reduction in domestic liquidity. The Reserve Bank of India also subsequently announced measures to attract capital flows, particularly targeted towards the non-resident Indian community. Subsequent to stability in the exchange rate being restored from September 2013 onwards, the Reserve Bank of India reversed some of these measures. Any increased intervention in the foreign exchange market or other measures by the Reserve Bank of India to control the volatility of the exchange rate may result in a decline in India’s foreign exchange reserves and reduced liquidity and higher interest rates in the Indian economy, which could adversely affect our business, our future financial performance and the price of our equity shares and ADSs. A sharp depreciation in the exchange rate may also impact some corporate borrowers having foreign currency obligations that are not fully hedged. See also “—Risks Relating to Our Business— We and our customers are exposed to fluctuations in foreign exchange rates”. Further, reduction or increased volatility in capital flows, due to changes in monetary policy in the United States or other economies and consequent reduction in global liquidity, or otherwise, may also impact the Indian economy and financial markets and increase the complexity and uncertainty in monetary policy decisions in India, leading to volatility in inflation and interest rates in India, which could adversely impact our business, our financial performance, our stockholders’ equity and the price of our equity shares and ADSs.

Financial difficulty and other problems in certain financial institutions in India could adversely affect our business and the price of our equity shares and ADSs.

As an Indian bank, we are exposed to the risks of the Indian financial system which may be affected by the financial difficulties faced by certain Indian financial institutions because the commercial soundness of many financial institutions may be closely related as a result of credit, trading, clearing or other relationships. This risk, which is sometimes referred to as “systemic risk”, may adversely affect financial intermediaries, such as clearing agencies, banks, securities firms and exchanges with which we interact on a daily basis. Any such difficulties or instability of the Indian financial system in general could create an adverse market perception about Indian financial institutions and banks and adversely affect our business. Our transactions with these financial institutions expose us to credit risk in the event of default by the counterparty, which can be exacerbated during periods of market illiquidity. See also “Overview of the Indian Financial Sector”. As the Indian financial system operates in an emerging market, we face risks of a nature and extent not typically faced in more developed economies, including the risk of deposit runs notwithstanding the existence of a national deposit insurance scheme. For example, in April 2003, unsubstantiated rumors, believed to have originated in Gujarat, a state in India, alleged that we were facing liquidity problems. Although our liquidity position was sound, we witnessed higher than normal deposit withdrawals on account of these unsubstantiated rumors for a few days in April 2003. During September and October 2008, following the disclosure of our exposure to Lehman Brothers and other U.S. and European financial institutions, rumors circulated about our financial position which resulted in concerns being expressed by depositors and higher than normal transaction levels on a few days. We controlled the situation in these instances, but any failure to

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control such situations in the future could result in high volumes of deposit withdrawals, which would adversely impact our liquidity position, disrupt our business and, in times of market stress, undermine our financial strength. In fiscal 2011, Indian government agencies initiated proceedings against certain financial institutions, alleging bribery in the loans and investment approval process, which impacted market sentiment. Similar developments in the future could adversely impact the financing of proposed investments by the corporate sector and negatively impact confidence in the financial sector.

Natural calamities, climate change and health epidemics could adversely affect the Indian economy, or the economy of other countries where we operate, our business and the price of our equity shares and ADSs.

India has experienced natural calamities such as earthquakes, floods and droughts in the past few years. The extent and severity of these natural disasters determine their impact on the Indian economy. In particular, climatic and weather conditions, such as the level and timing of monsoon rainfall, impact the agricultural sector, which constituted approximately 14% of India’s gross domestic product in fiscal 2014. Prolonged spells of below or above normal rainfall or other natural calamities, or global or regional climate change, could adversely affect the Indian economy and our business, especially our rural portfolio. The monsoons in fiscal 2015 so far have been below average. Similarly, global or regional climate change or natural calamities in other countries where we operate could affect the economies of those countries and our operations in those countries.

Health epidemics could also disrupt our business. In fiscal 2010, there were outbreaks of swine flu, caused by the H1N1 virus, in certain regions of the world, including India and several countries in which we operate. Any future outbreak of health epidemics may restrict the level of business activity in affected areas, which may in turn adversely affect our business.

A significant change in the Indian government’s policies could adversely affect our business and the price of our equity shares and ADSs.

Our business and customers are predominantly located in India or are related to and influenced by the Indian economy. The Indian government has traditionally exercised, and continues to exercise, a dominant influence over many aspects of the economy. Government policies could adversely affect business and economic conditions in India, our ability to implement our strategy and our future financial performance. Since 1991, successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector and encouraging the development of the Indian financial sector. While a single party achieved majority in the general elections in fiscal 2015, India has been governed by coalition governments in previous years. The leadership of India and the composition of the government are subject to change, and election results are sometimes not along expected lines. It is difficult to predict the economic policies that will be pursued by governments in the future. In addition, investments by the corporate sector in India may be impacted by government policies and decisions, including with respect to awards of licenses and resources, access to land and natural resources and policies with respect to protection of the environment. Such policies and decisions may result in delays in execution of projects, including those financed by us, and also limit new project investments, and thereby impact economic growth. The pace of economic liberalization could change, and specific laws and policies affecting banking and finance companies, foreign investment, currency exchange and other matters affecting investment in our securities could change as well. For instance, the government of India has proposed a new direct tax code that could impact our taxation in the future, as well as the investment decisions of individuals, thereby impacting our business. The government of India has also proposed adopting a uniform goods and service tax structure in India, which may also have an impact on the way in which we are taxed in the future. Any significant change in India’s economic policies or any market volatility as a result of uncertainty surrounding India’s macroeconomic policies or the future elections of its government could adversely affect business and economic conditions in India generally and our business in particular.

If regional hostilities, terrorist attacks or social unrest in India or elsewhere increase, our business and the price of our equity shares and ADSs could be adversely affected.

India has from time to time experienced social and civil unrest and hostilities both internally and with neighboring countries. In the past, there have been military confrontations between India and Pakistan. India has also experienced terrorist attacks in some parts of the country, including in Mumbai, where our headquarters are located. In addition geo-political events such as the recent developments in the Middle East and eastern Europe or terrorist or military action in other parts of the world may impact prices of key commodities, financial markets and trade and capital flows. These factors and any political or economic instability in India could adversely affect our business, our future financial performance, our stockholders’ equity and the price of our equity shares and ADSs.

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Risks Relating to Our Business

Our banking and trading activities are particularly vulnerable to interest rate risk and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance.

Interest rates in India are impacted by a range of factors including inflation, fiscal deficit and government borrowing, monetary policy and market liquidity. For instance, in July 2013, with a view to manage the volatility in the exchange rate, the Reserve Bank of India introduced measures to reduce liquidity in the Indian banking system and increase the cost of borrowing from the Reserve Bank of India.

As a result of certain reserve requirements of the Reserve Bank of India, we are more structurally exposed to interest rate risk than banks in many other countries. See also “Supervision and Regulation—Legal Reserve Requirements”. These requirements result in our maintaining a large portfolio of fixed income government of India securities, and we could be materially adversely impacted by a rise in interest rates, especially if the rise were sudden or sharp. Realized and marked-to-market gains or losses on investments in fixed income securities, including government of India securities, are an important element of our profitability and are impacted by movements in market yields. A rise in yields on government securities reduces our profits from this activity and the value of our fixed income portfolio. These requirements also have a negative impact on our net interest income and net interest margin because we earn interest on a portion of our assets at rates that are generally less favorable than those typically received on our other interest-earning assets. We are also exposed to interest rate risk through our treasury operations as well as the operations of certain of our subsidiaries, including ICICI Lombard General Insurance Company, which has a portfolio of fixed income securities, and ICICI Securities Primary Dealership, which is a primary dealer in government of India securities. In our asset management business, we manage money market mutual funds whose performance is impacted by a rise in interest rates, which adversely impacts our revenues and profits from this business. See also “—Risks Relating to India and Other Economic and Market Risks—A prolonged slowdown in economic growth or rise in interest rates in India could cause our business to suffer” and “—Risks Relating to India and Other Economic and Market Risks—Any volatility in the exchange rate and increased intervention by the Reserve Bank of India in the foreign exchange market may lead to a decline in India’s foreign exchange reserves and may affect liquidity and interest rates in the Indian economy, which could adversely impact us”.

If the yield on our interest-earning assets does not increase at the same time or to the same extent as our cost of funds, or if our cost of funds does not decline at the same time or to the same extent as the decrease in yield on our interest-earning assets, our net interest income and net interest margin would be adversely impacted. Any systemic decline in low cost funding available to banks in the form of current and savings account deposits would adversely impact our net interest margin. In its second quarter review of monetary policy in October 2011, the Reserve Bank of India deregulated the interest rate on savings deposits, following which some of the smaller banks in India increased their savings deposit rates by 200-300 basis points. If other banks with whom we compete similarly raise their deposit rates, we may also have to do so to remain competitive and this would adversely impact our cost of funds. If there are increases in our cost of funds and if we are unable to pass on the increases fully into our lending rates, our net interest margins and profitability would be adversely impacted. Further, any tightening of liquidity and volatility in international markets may limit our access to international bond markets and result in an increase in our cost of funding for our international business. Continued volatility in international markets could constrain and increase the cost of our international market borrowings and our ability to replace maturing borrowings and fund new assets. Our overseas banking subsidiaries are also exposed to similar risks.

High and increasing interest rates or greater interest rate volatility would adversely affect our ability to grow, our net interest margins, our net interest income, our income from treasury operations and the value of our fixed income securities portfolio.

If we are not able to control the level of non-performing assets in our portfolio, our business will suffer.

Increases in the level of non-performing loans increase the risk of investing in our equity shares and ADSs. Various factors, including a rise in unemployment, prolonged recessionary conditions, our regulators’ assessment and review of our loan portfolio, a sharp and sustained rise in interest rates, developments in the Indian economy, movements in global commodity markets and exchange rates and global competition, could cause an increase in the level of our non-performing assets and have a material adverse impact on the quality of our loan portfolio.

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In fiscal 2009 and fiscal 2010, due to an adverse macroeconomic environment and challenges in loan recovery, we experienced an increase in non-performing loans, especially in the non-collateralized retail loan portfolio. As a result of a slowdown in economic activity, rising interest rates and the limited ability of corporations to access capital in view of the volatility in global and domestic financial markets, there has been an increase in non-performing and restructured loans in the banking system as well as in our portfolio since fiscal 2012. The loan portfolio of our international branches and subsidiaries includes foreign currency loans to Indian companies for their Indian operations (where permitted by regulation) as well as for their overseas ventures, including cross-border acquisitions. This exposes us to specific additional risks including the failure of the acquired entities to perform as expected, and our inexperience in various aspects of the economic and legal framework in overseas markets. See also “—We experienced rapid international growth in earlier years which has increased the complexity of the risks that we face”. Further, the quality of our long-term project finance loan portfolio could be adversely impacted by several factors. See also “—Our loan portfolio includes long-term project finance loans, which are particularly vulnerable to completion and other risks”. In certain cases, we have extended loan facilities to clients based on collateral consisting of equity shares and any volatility in the capital markets may impact the value of such collateral. Economic and project implementation challenges, in India and overseas, could result in some of our borrowers not being able to meet their debt obligations, including debt obligations that have already been restructured, resulting in an increase in non-performing loans.

Further, guidelines issued by the Reserve Bank of India relating to identification and classification of non-performing assets could result in an increase our loans classified as non-performing. For instance, in May 2013, the Reserve Bank of India issued guidelines on the restructuring of loans, which requires all restructured loans (other than due to delay up to a specified period) from April 1, 2015 onwards to be classified as non-performing. See also “—The level of restructured loans in our portfolio may increase and the failure of our restructured loans to perform as expected could affect our business”. In January 2014, the Reserve Bank of India issued a framework for early identification and resolution of stressed assets. Effective April 1, 2014, the guidelines introduce an asset classification category of “special mention accounts”, which comprises cases that are not yet restructured or classified as non-performing but which exhibit early signs of stress, as specified through various parameters. Banks are also required to share data on a category of special mention accounts, form joint lenders’ forums and devise action plans for resolution of these accounts. The failure to do so within stipulated timeframes would attract accelerated provisioning for such cases. See also “Supervision and Regulation—Loan loss provisions and non-performing assets-Asset classification”. We may not be able to adequately control or reduce the level of non-performing assets in our portfolio.

We also have investments in security receipts arising from the sale of non-performing assets by us to Asset Reconstruction Company (India) Limited, a reconstruction company registered with the Reserve Bank of India and other reconstruction companies. See also “Business — Classification of Loans”. There can be no assurance that Asset Reconstruction Company (India) Limited and other reconstruction companies will be able to recover these assets and redeem our investments in security receipts and that there will be no reduction in the value of these investments.

If we are not able to adequately control or reduce the level of non-performing assets, the overall quality of our loan portfolio would deteriorate, we may become subject to enhanced regulatory oversight and scrutiny, our reputation may be adversely impacted and our profitability and the price of our equity shares and ADSs could be adversely affected.

We are subject to the directed lending requirements of the Reserve Bank of India, and any shortfall in achieving these requirements may be required to be invested in government schemes that yield low returns, thereby impacting our profitability. We may also experience a higher level of non-performing assets in our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our business and the price of our equity shares and ADSs.

Under the directed lending norms of the Reserve Bank of India, banks in India are required to lend 40.0% of their adjusted net bank credit to certain eligible sectors, categorized as priority sectors. Of this, 18.0% of adjusted net bank credit is required to be lent to the agricultural sector, including direct agricultural advances of at least 13.5% and indirect agricultural advances of not more than 4.5%. Direct agricultural advances include loans made directly to individual farmers or groups of individual farmers for agriculture and related activities. Indirect agricultural advances include loans for purposes linked to agriculture, such as loans to food and agri-processing units, finance for hire-purchase schemes for distribution of agricultural machinery and implements, financing

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farmers indirectly through the co-operative system and loans for the construction and operation of storage facilities. Other than the 18.0% of adjusted net bank credit that is required to be lent to the agricultural sector, the balance of the priority sector lending requirement can be met by lending to a range of sectors, including small businesses and residential mortgages satisfying certain criteria. Loans to identified weaker sections of society must comprise 10.0% of adjusted net bank credit. These requirements are to be met as of the last reporting Friday of the fiscal year with reference to the adjusted net bank credit of the previous fiscal year. These requirements apply to ICICI Bank on a stand-alone basis.

Further in July 2012 the Reserve Bank of India issued revised guidelines on priority sector lending requirements that restrict the ability of banks to meet the directed lending obligations through lending to specialized financial intermediaries. While keeping the lending targets unchanged, the revised guidelines specify certain categories of lending that would be eligible for classification as priority sector lending and its sub-segments. The guidelines also aim to increase direct agricultural lending by banks to individuals and reduce lending activity through intermediaries like non-banking finance companies and housing finance companies. The guidelines also stipulate that investments by banks in securitized assets and outright purchases of loans and assignments would be eligible for classification under the priority sector if the underlying assets themselves qualified for such treatment. Further, the interest rates charged to ultimate borrowers by the originating entities in such transactions have also been capped in order for such transactions to be classified as priority sector lending. The guidelines also increased the priority sector lending requirements of foreign banks in India that have 20 or more branches, bringing them on par with domestic banks with the target increasing from 32% of adjusted net bank credit to 40%.

Any shortfall in meeting these requirements may be required to be invested in government schemes that yield low returns, ranging from 3.0% to 6.5%, depending on the level of shortfall, thereby impacting our profitability. The aggregate amount of funding required by such schemes is drawn from banks that have shortfalls in achievement of their priority sector lending targets, with the amounts drawn from each bank determined by the Reserve Bank of India. At March 31, 2014, our total mandated investments in such schemes on account of past shortfalls in achieving the required level of priority sector lending were Rs. 248.2 billion. In May 2014, the Reserve Bank of India issued guidelines allowing banks to include the outstanding mandated investments in government schemes at March 31 of the fiscal year to be treated as part of indirect agriculture and count towards overall priority sector target achievement. Also, investments at March 31 of the preceding year would be included in the adjusted net bank credit which forms the base for computation of the priority sector and sub-segment lending requirements. These changes were made effective fiscal 2014. At year-end fiscal 2014, ICICI Bank’s priority sector lending was Rs. 1,010.3 billion, constituting about 108.5% of the lending target. However, the Bank met 46.4% and 27.0% of its direct agriculture and weaker section lending requirements respectively. Our investments in government schemes are expected to increase in view of the continuing shortfall in direct agriculture and weaker section loans.

As a result of priority sector lending requirements, we may experience a higher level of non-performing assets in our directed lending portfolio, particularly due to loans to the agricultural sector and small enterprises, where we are less able to control the portfolio quality and where economic difficulties are likely to affect our borrowers more severely. The Bank’s gross non-performing assets in the priority sector loan portfolio were 3.3% in fiscal 2011, 2.6% in fiscal 2012, 2.2% in fiscal 2013 and 2.3% in fiscal 2014.

In September 2013, the Reserve Bank of India set up a committee on comprehensive financial services for small businesses and low income households which among others recommended a new methodology for computation of priority sector targets based on district-level credit penetration and other criteria. See also “Supervision and Regulation—Directed lending”. Any future changes by the Reserve Bank of India to the directed lending norms may result in our continued inability to meet the priority sector lending requirements as well as require us to increase our lending to relatively more risky segments and may result in an increase in non-performing loans.

In addition to the directed lending requirements, the Reserve Bank of India has mandated banks in India to have a financial inclusion plan for expanding banking services to rural and unbanked centers and to customers who currently do not have access to banking services. In the Union Budget for fiscal 2015, the Finance Minister announced the launch of a financial inclusion mission from August 2014 under which it is proposed to open two bank accounts for each household. It is also envisaged that credit facilities may need to be provided to these households. The expansion into these markets involves significant investments and recurring costs. The profitability of these operations depends on our ability to generate business volumes in these centers and from these customers.

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The level of restructured loans in our portfolio may increase and the failure of our restructured loans to perform as expected could affect our business.

Our standard assets include restructured standard loans. See also “Business—Classification of Loans—Restructured Loans”. As a result of a slowdown in economic activity, rising interest rates and the limited ability of corporations to access capital in view of the volatility in global and domestic financial markets, there has been an increase in restructured loans in the banking system as well as in our portfolio since fiscal 2012. The loan portfolio of our international branches and subsidiaries includes foreign currency loans to Indian companies for their Indian operations (as permitted by regulation) as well as for their overseas ventures, including cross-border acquisitions. This exposes us to specific additional risks including the failure of the acquired entities to perform as expected, and our inexperience in various aspects of the economic and legal framework in overseas markets. See also “—We experienced rapid international growth in earlier years which has increased the complexity of the risks that we face”. Further, the quality of our long-term project finance loan portfolio could be adversely impacted by several factors. See also “—Our loan portfolio includes long-term project finance loans, which are particularly vulnerable to completion and other risks”. Economic and project implementation challenges, in India and overseas, could result in additions to restructured loans and we may not be able to control or reduce the level of restructured loans in our project and corporate finance portfolio.

In November 2012, the Reserve Bank of India increased the general provisioning on restructured standard accounts from 2.00% to 2.75%. Further in May 2013, the Reserve Bank of India issued final guidelines on the restructuring of loans. Pursuant to the guidelines, loans that are restructured (other than due to delays in project implementation under certain conditions and up to specified periods) from April 1, 2015 onwards would be classified as non-performing. Further, the general provisioning requirement on standard restructured loans was increased with all incremental restructured loans from June 1, 2013 requiring a 5.0% general provision while the general provisioning on the existing stock of standard restructured loans was mandated to be increased in a phased manner from 2.75% to 5.0% by March 31, 2016.

The combination of changes in regulations regarding restructured loans and provisioning thereof, any substantial increase in the level of restructured assets and the failure of these borrowers to perform as expected could adversely affect our business, our future financial performance, our stockholders’ equity and the price of our equity shares and ADSs.

Our loan portfolio includes long-term project finance loans, which are particularly vulnerable to completion and other risks.

Project financing provided to the industrial and manufacturing sectors constituted a significant portion of the ICICI loan portfolio. In the past, we have experienced a high level of default and restructuring in our industrial and manufacturing project finance loan portfolio as a result of the downturn in certain global commodity markets and increased competition in India.

The Indian banking sector has experienced a significant increase in infrastructure sector loans in recent years. We expect long-term project finance to be an area of growth in our business over the medium to long-term, and the quality of this portfolio could be adversely impacted by several factors. The viability of these projects depends upon a number of factors, including market demand, government policies, the processes for awarding government licenses and access to natural resources and their subsequent judicial or other review, the financial condition of the government or other entities that are the primary customers for the output of such projects and the overall economic environment in India and the international markets. These projects are particularly vulnerable to a variety of risks, including risks of delays in regulatory approvals, environmental and social issues, completion risk and counterparty risk, which could adversely impact their ability to generate revenues. Our loans to the power sector increased from 5.1% of our total gross loans at March 31, 2012 to 5.9% at March 31, 2013 and further to 6.0% at March 31, 2014. Concerns have emerged about the availability of coal for power projects in India, primarily due to environmental concerns around coal mining. In addition, power projects inherently have high leverage levels and the current volatility in capital markets and concerns about the implementation of these projects and their future cash flows may constrain the availability of equity funding for such projects. We cannot be sure that these projects will begin operations as scheduled or perform as anticipated. While a large portion of these projects are under implementation and the commercial dates of operations are yet to be reached, we may see an increase in our non-performing assets or restructured assets portfolio in case of delays of more than two years from the scheduled commercial date of operations of such projects, in line with Reserve Bank of India guidelines. In addition, any reduction in the output of

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operational power plants due to lower availability of fuel, or otherwise, may have an adverse impact on their financial condition and their ability to service their debt obligations, including to us. A slowdown in the Indian and global economy may exacerbate the risks for the projects that we have financed. Future project finance losses or high levels of loan restructuring could have a materially adverse effect on our profitability and the quality of our loan portfolio and the price of our equity shares and ADSs.

Further deterioration of our non-performing asset portfolio combined with an increase in Reserve Bank of India requirements on provisioning could adversely affect our business and profitability.

There can be no assurance that the percentage of non-performing assets that we will be able to recover will be similar to our past experience of recoveries of non-performing assets. As a result of a slowdown in economic activity, rising interest rates and the limited ability of corporations to access capital in view of the volatility in global markets, there has been an increase in non-performing and restructured loans in the banking system as well as in our portfolio since fiscal 2012. The failure of our restructured loans to perform as per the restructured terms would lead to their classification as non-performing loans. See also “—If we are not able to control the level of non-performing assets in our portfolio, our business will suffer”.

The classification of our loans into non-performing and restructured loans is governed by the Reserve Bank of India’s guidelines. Further, the classification of the loan portfolio of our overseas branches and subsidiaries is also subject to the regulations and views of respective local regulators. Our provisioning requirements are a function of the additions to non-performing and restructured loans as well as Reserve Bank of India and other regulators’ stipulations in this regard. Further, banks in India are also required to maintain general provision on standard loans at rates prescribed by the Reserve Bank of India. In its annual policy statement for fiscal 2012, the Reserve Bank of India increased the specific provisioning requirements on sub-standard and doubtful assets by 5%-10% of the gross outstanding from their existing levels. Since November 2012, the Reserve Bank of India has also increased the general provisioning requirements on standard restructured assets. In January 2014, the Reserve Bank of India issued guidelines requiring higher capital and provisioning requirements for banks with respect to their exposures to companies having unhedged foreign currency exposures, based on an assessment of likely loss on such exposures compared to the earnings of the corporate. In January 2014, the Reserve Bank of India issued a framework for early identification and resolution of stressed assets. Effective April 1, 2014, the guidelines introduce an asset category of special mention accounts, comprising cases that are not yet restructured or classified as non-performing but exhibit early signs of stress, as specified through various parameters. Banks are also required to share data on a category of special mention accounts, form joint lenders’ forums and come up with action plans for resolution of these accounts. The failure to do so within stipulated timeframes would attract accelerated provisioning for such cases. In March 2012, with the objective of limiting the volatility in loan loss provisioning requirements witnessed during an economic cycle, the Reserve Bank of India released a discussion paper on the dynamic loan loss provisioning framework. The framework proposes to replace existing general provisioning norms and recommends that banks make provisions on their loan books every year based on their historical loss experience in various categories of loans. In years where the specific provision is higher than the computed dynamic provision requirement, the existing dynamic provision balance can be drawn down to the extent of the difference, subject to a minimum specified level of dynamic provision balance being retained. The combination of any mandated increase in provisions, regulators’ assessment of our provisions, any change in the definition of non-performing assets by the regulator and any further deterioration or increase in our non-performing asset portfolio could lead to an adverse impact on our business, our future financial performance and the price of our equity shares and ADSs.

We have seen a significant increase in our branch network over the last few years and any inability to use these branches productively or substantial delays in achieving desired levels of productivity may have an adverse impact on our growth and profitability.

The branch network of ICICI Bank in India has increased from 1,419 branches at March 31, 2009 to 3,753 branches at March 31, 2014. See also “—We may buy or sell businesses or be required to undertake mergers by the Reserve Bank of India and could face integration and other acquisition risks”. Recently, we have also substantially scaled up our branch network in rural and semi-urban areas and have also established low-cost branches in centers in the country having no bank presence. Our new branches typically operate at lower productivity levels, as compared to our existing branches. Our performance depends also on the productivity of our employees. Any inability to achieve, substantial delays in achieving desired levels of productivity, would have an adverse impact on our growth and profitability and the price of our equity shares and ADSs.

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We are subject to capital adequacy and liquidity requirements stipulated by the Reserve Bank of India, including Basel III, and any inability to maintain adequate capital or liquidity due to changes in regulations, a lack of access to capital markets, or otherwise may impact our ability to grow and support our businesses.

Effective April 1, 2013, banks in India commenced implementation of the Basel III capital adequacy framework as stipulated by the Reserve Bank of India. The Basel III guidelines, among other things, establish Common Equity Tier 1 as a new tier of capital; impose a minimum Common Equity Tier 1 risk-based capital ratio of 5.5% and a minimum Tier 1 risk-based capital ratio of 7.0% while retaining the minimum total risk-based capital ratio of 9.0%; require banks to maintain a Common Equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets above the minimum requirements to avoid restrictions on capital distributions and discretionary bonus payments; establish new eligibility criteria for capital instruments in each tier of regulatory capital; require more stringent adjustments to and deductions from regulatory capital; provide for more limited recognition of minority interests in the regulatory capital of a consolidated banking group; impose a 4.5% Basel III leverage ratio of Tier 1 capital to exposure during a parallel run period from 2013 to 2017; and modify the Reserve Bank of India’s Basel II guidelines with respect to credit risk, including counterparty credit risk and credit risk mitigation, and market risk. The guidelines were earlier to be fully implemented by March 31, 2018, which was revised to March 31, 2019 in fiscal 2014. Applying the Basel III guidelines, capital ratios of ICICI Bank as of March 31, 2014 were: Common Equity Tier 1 risk-based capital ratio of 12.8%; Tier 1 risk-based capital ratio of 12.8%; and total risk-based capital ratio of 17.7%.

The capital regulations continue to evolve, both globally and in India. The Reserve Bank of India may require additional capital to be held by banks as a systemic buffer. For instance, in July 2014, the Reserve Bank of India has issued guidelines requiring additional Common Equity Tier 1 capital requirements ranging from 0.2% to 0.8% of risk-weighted for domestic banks that are identified as systemically important. The systemic importance of a bank would be determined based on the size, inter-connectedness, substitutability and complexity of the bank, with a larger weightage given to size. Further, the Reserve Bank of India has also released draft guidelines on implementation of counter-cyclical capital buffers which proposes higher capital requirements for banks, ranging from 0% to 2.5% of risk-weighted assets, during periods of high economic growth. The capital requirement would be determined based on certain triggers like deviation of long-term average credit-to-GDP ratio and other indicators. In addition, with the approval of the Reserve Bank of India, banks in India may migrate to advanced approaches for calculating risk-based capital requirements in the medium term. These evolving regulations may impact the amount of capital that we are required to hold. In December 2013, the Reserve Bank of India issued guidelines on stress testing according to which banks would have to carry out stress tests for credit risk and market risk to assess their ability to withstand shocks. Banks would be classified into three categories based on size of risk-weighted assets and banks with risk-weighted assets of more than Rs. 2,000.0 billion would be required to carry out complex and severe stress testing. Our ability to grow our business and execute our strategy is dependent on our level of capitalization and we typically raise resources from the capital markets to meet our capital requirements.

In June 2014, the Reserve Bank of India released guidelines on liquidity coverage ratio requirements under the Basel III liquidity framework. The Reserve Bank of India has proposed the monitoring and reporting of the Basel III liquidity coverage ratio, which is a ratio of the stock of high quality liquid assets and total net cash outflows over the next 30 calendar days. The Reserve Bank of India has also defined categories of assets qualifying as high quality liquid assets and has mandated a minimum liquidity coverage ratio of 60% from January 1, 2015, which would be increased in a phased manner to a minimum of 100% from January 1, 2019. These requirements together with the existing statutory liquidity ratio and cash reserve requirements may result in Indian banks, including us, holding higher amounts of liquidity, thereby impacting profitability.

Any reduction in our regulatory capital ratios, increase in liquidity requirements applicable to us on account of regulatory changes or otherwise, changes in the composition of liquidity and any inability to access capital markets may limit our ability to grow our business, impact our profitability and our future performance and strategy.

Our risk profile is linked to the Indian economy and the banking and financial markets in India which are still evolving.

Our credit risk may be higher than the credit risk of banks in some developed economies. Unlike several developed economies, a nation-wide credit bureau has been operational in India only since 2001. This may limit the information available to us about the credit history of our borrowers, especially individuals and small businesses. In addition, the credit risk of our borrowers, particularly small and middle market companies, is higher than borrowers

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in more developed economies due to the evolving Indian regulatory, political, economic and industrial environment. The directed lending norms of the Reserve Bank of India require us to lend a certain proportion of our loans to “priority sectors”, including agriculture and small enterprises, where we are less able to control the portfolio quality and where economic difficulties are likely to affect our borrowers more severely. Any shortfall may be required to be allocated to investments yielding sub-market returns. See also “—We are subject to the directed lending requirements of the Reserve Bank of India, and any shortfall in achieving these requirements may be required to be invested in government schemes that yield low returns, thereby impacting our profitability. We may also experience a higher level of non-performing assets in our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our business and the price of the equity shares and ADSs” and “Business—Loan Portfolio—Directed Lending”. Also, several of our corporate borrowers in the past suffered from low profitability because of increased competition from economic liberalization, a sharp decline in commodity prices, a high debt burden and high interest rates in the Indian economy at the time of their financing, and other factors. An economic slowdown and a general decline in business activity in India could impose further stress on these borrowers’ financial soundness and profitability and thus expose us to increased credit risk. This may lead to an increase in the level of our non-performing assets and there could be an adverse impact on our business, our future financial performance, our stockholders’ equity and the price of our equity shares and ADSs.

In addition to credit risks, we also face additional risks as compared with banks in developed economies. We pursue our banking, insurance and other activities in India in a developing economy with all of the risks that come with such an economy. Our activities in India are widespread and diverse and involve employees, contractors, counterparties and customers with widely varying levels of education, financial sophistication and wealth. Although we seek to implement policies and procedures to reduce and manage marketplace risks as well as risks within our own organization, some risks remain inherent in doing business in a large, developing country. We cannot eliminate these marketplace and operational risks, which may lead to legal or regulatory actions, negative publicity or other developments that could reduce our profitability. In the aftermath of the financial crisis, regulatory scrutiny of these risks is increasing.

The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action, whether formal or informal. Following the financial crisis, regulators are increasingly viewing us, as well as other financial institutions, as presenting a higher risk profile than in the past.

We are subject to a wide variety of banking, insurance and financial services laws, regulations and regulatory policies and a large number of regulatory and enforcement authorities in each of the jurisdictions in which we operate. Since the global financial crisis, regulators in India and in the other jurisdictions in which we operate have intensified their review, supervision and scrutiny of many financial institutions, including us. In the aftermath of the financial crisis, regulators are increasingly viewing us, as well as other financial institutions, as presenting a higher risk profile than in the past, in a range of areas. This increased review and scrutiny or any changes in the existing regulatory supervision framework, increases the possibility that we will face adverse legal or regulatory actions. The Reserve Bank of India and other regulators regularly review our operations, and there can be no guarantee that any regulator will agree with our internal assessments of asset quality, provisions, risk management, capital adequacy and management functioning, other measures of the safety and soundness of our operations or compliance with applicable laws, regulations, accounting norms or regulatory policies. Regulators may find that we are not in compliance with applicable laws, regulations, accounting norms or regulatory policies, or with the regulators’ revised interpretations of such laws, regulations or regulatory policies, and may take formal or informal actions against us. Such formal or informal actions might force us to make additional provisions for our non-performing assets or otherwise, divest our assets, adopt new compliance programs or policies, remove personnel, reduce dividend or executive compensation or undertake other changes to our business operations. Any of these changes, if required, could reduce our profitability by restricting our operations, imposing new costs or harming our reputation. See also “—The regulatory environment for financial institutions is facing unprecedented change in the post-financial crisis environment” and “Supervision and Regulation”.

Our banking subsidiaries in the United Kingdom and Canada have in the past focused primarily on leveraging their deposit franchises in these markets to extend financing to Indian companies for their operations in India and globally, including the financing of overseas acquisitions by Indian companies through structured transactions. In view of regulatory limitations on cross-border financing of this nature, these subsidiaries have experienced a reduction in their business, impacting their profitability and resulting in a sharp reduction in the return on the capital invested in these businesses. While both these subsidiaries are focused on growing their business within the current regulatory framework, the opportunities to do so may be limited. Further, while both these subsidiaries are focused

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on optimizing their capital base and have repatriated capital and made dividend payments to ICICI Bank in the recent past, such initiatives are subject to regulatory approvals. There can be no assurance regarding the timing or grant of such approvals in the future. Our overseas branches are also subject to respective local regulatory requirements, including any requirements related to liquidity, capital and asset classification and provisioning.

In addition to oversight by the Reserve Bank of India, our insurance subsidiaries are also subject to extensive regulation and supervision by India’s insurance regulators. The Insurance Regulatory and Development Authority has the authority to modify and interpret regulations regarding the insurance industry, including regulations governing products, selling commissions, solvency margins and reserving, which can lead to additional costs or restrictions on our insurance subsidiaries’ activities. Similarly, our asset management subsidiary is subject to supervision and regulation by the Securities and Exchange Board of India.

Failure to comply with applicable regulations in various jurisdictions, including unauthorized actions by employees, representatives, agents and third parties, suspected or perceived failures and media reports, and ensuing inquiries or investigations by regulatory and enforcement authorities, has resulted, and may result in the future, in regulatory actions, including financial penalties and restrictions on or suspension of the related business operations. Following the release on the Internet of videos forming part of a sting operation on banks and insurance companies in India that purported to show the Bank’s frontline branch employees engaging in conversations that would violate our Group’s Code of Business Conduct and Ethics and could have, if any transactions had been consummated, led to violations of anti-money laundering and ‘know-your-customer’ norms, the Reserve Bank of India undertook investigations at ICICI Bank and over 30 other banks in India. While the Reserve Bank of India’s investigations did not reveal any prima facie evidence of money laundering, the Reserve Bank of India imposed an aggregate penalty of Rs. 665 million on 31 Indian banks, including Rs. 10 million on ICICI Bank, for instances of violation of applicable regulations, which the Bank has paid. Although we have not received any formal notice of investigation, there can be no assurance that these incidents will not be the subject of further investigation by the regulatory authorities, including the tax enforcement authorities.

In addition, a failure to comply with the applicable regulations in various jurisdictions by our employees, representatives, agents and third party service providers either in or outside the course of their services, or suspected or perceived failures by them, may result in inquiries or investigations by regulatory and enforcement authorities and in regulatory or enforcement action against either us, or such employees, representatives, agents and third party service providers. Such actions may impact our reputation, result in adverse media reports, lead to increased or enhanced regulatory or supervisory concerns, cause us to incur additional costs, penalties, claims and expenses or impact adversely our ability to conduct business.

If we fail to manage our legal and regulatory risk in the many jurisdictions in which we operate, our business could suffer, our reputation could be harmed and we would be subject to additional legal and regulatory risks. This could, in turn, increase the size and number of claims and damages asserted against us and/or subject us to regulatory investigations, enforcement actions or other proceedings, or lead to increased supervisory concerns. We may also be required to spend additional time and resources on remedial measures, which could have an adverse effect on our business.

Despite our best efforts to comply with all applicable regulations, there are a number of risks that cannot be completely controlled. Our international expansion has led to increased legal and regulatory risks. Regulators in every jurisdiction in which we operate or have listed our securities have the power to restrict our operations, stipulate higher capital and liquidity requirements or bring administrative or judicial proceedings against us (or our employees, representatives, agents and third party service providers), which could result, among other things, in suspension or revocation of one or more of our licenses, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action which could materially harm our reputation, results of operations and financial condition.

We cannot predict the timing or form of any current or future regulatory or law enforcement initiatives, which are increasingly common for international banks and financial institutions, but we would expect to cooperate with any such regulatory investigation or proceeding.

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The value of our collateral may decrease or we may experience delays in enforcing our collateral when borrowers default on their obligations to us which may result in failure to recover the expected value of collateral security exposing us to a potential loss.

A substantial portion of our loans to corporate and retail customers is secured by collateral. See also “Business—Classification of Loans—Non-Performing Asset Strategy”. Changes in asset prices may cause the value of our collateral to decline, and we may not be able to realize the full value of our collateral as a result of delays in bankruptcy and foreclosure proceedings, delays in the creation of security interests, defects or deficiencies in the perfection of collateral (including due to inability to obtain approvals that may be required from various persons, agencies or authorities), fraudulent transfers by borrowers and other factors, including depreciation in the value of the collateral and illiquid market for disposal of and volatility in the market prices for the collateral, current legislative provisions or changes thereto and past or future judicial pronouncements.

In India, foreclosure on collateral consisting of property can be undertaken directly by lenders by fulfilling certain procedures and requirements (unless challenged in courts of law) or otherwise by a written petition to an Indian court or tribunal. An application, when made (or a legal challenge to the foreclosure undertaken directly), may be subject to delays or administrative requirements that may result in, or be accompanied by, a decrease in the value of collateral. These delays can last for several years and might lead to deterioration in the physical condition or market value of the collateral. In the event a corporate borrower is in financial difficulty and unable to sustain itself, it may opt for the process of voluntary winding up. If a company becomes a “sick unit” (as defined under Indian law, which provides for a unit to be so categorized based on the extent of its accumulated losses relative to its stockholders’ equity), foreclosure and enforceability of collateral is stayed.

In addition, for collateral we hold in jurisdictions outside India, the applicable laws and regulations in such jurisdictions may impact our ability to foreclose on collateral and realize its value. Failure to recover the expected value of collateral could expose us to potential losses, which could adversely affect our future financial performance, our stockholders’ equity and the price of our equity shares and ADSs.

We have a high concentration of loans to certain customers, borrower groups and sectors and if a substantial portion of these loans become non-performing, the overall quality of our loan portfolio, our business and the price of our equity shares and ADSs could be adversely affected.

Our loan portfolio and non-performing asset portfolio have a high concentration in certain types of customers. ICICI Bank’s policy is to limit its exposure to any particular industry (other than retail loans) to 15.0% of its total exposure. Our loans and advances to the retail finance segment constituted 40.9% of our gross loans and advances at March 31, 2014. Our loans and advances to (i) the infrastructure sector (excluding power), (ii) the non-finance service sector, (iii) the power sector and (iv) the iron and steel sector constituted 6.9%, 6.7%, 6.0% and 5.1%, respectively, of our gross loans and advances at March 31, 2014. Pursuant to the guidelines of the Reserve Bank of India, ICICI Bank’s credit exposure to an individual borrower must not exceed 15.0% of its capital funds, unless the exposure is with regards to an infrastructure project. ICICI Bank’s exposure to a group of companies under the same management control generally must not exceed 40.0% of its capital funds unless the exposure is with regards to an infrastructure project, as per the Reserve Bank of India guidelines. Banks may, in exceptional circumstances, with the approval of their boards, enhance the exposure by 5.0% of capital funds (i.e., aggregate exposure can be 20.0% of capital funds for an individual borrower and aggregate exposure can be 45.0% of capital funds for a group of companies under the same management). At March 31, 2014, our largest non-bank borrower accounted for approximately 12.1% of our capital funds. The largest group of companies under the same management control accounted for approximately 29.1% of our capital funds. See also “Business—Loan Portfolio—Loan Concentration”.

We depend on the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by or on behalf of customers and counterparties, including financial statements and other financial information. We may also rely on certain representations as to the accuracy and completeness of that information and, with respect to financial statements, on reports of their independent auditors. For example, in deciding whether to extend credit, we may assume that a customer’s audited financial statements conform to generally accepted accounting principles and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Our financial condition and results of operations could be negatively

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affected by relying on financial statements that do not comply with generally accepted accounting principles or other information that is materially misleading. In addition, unlike several developed economies, a nationwide credit bureau has only recently built up its database in India. This may affect the quality of information available to us about the credit history of our borrowers, especially individuals and small businesses. As a result, our ability to effectively manage our credit risk may be adversely affected.

Commission, exchange and brokerage income and profit on foreign exchange transactions are important elements of our profitability, and regulatory changes and market conditions could cause these income streams to decline and adversely impact our financial performance.

We earn commission, exchange and brokerage income from a variety of activities, including loan processing, syndication and advisory services for corporate clients with respect to their acquisition and project financing, distribution of retail investment and insurance products, transaction banking and retail credit products. Our commission, exchange and brokerage income is therefore impacted by the level of corporate activity including new financing proposals, the demand for retail financial products and the overall level of economic and trade activity. We also earn commission from the distribution of mutual fund and insurance products. Our commission, exchange and brokerage income is also impacted by applicable regulations governing various products and segments of financial services and changes in these regulations may adversely impact our ability to grow in this area. For example, in May 2014, the Reserve Bank of India directed banks to remove foreclosure charges on floating rate term loans given to individual borrowers and were prohibited from levying penalty for non-maintenance of minimum balance in inoperative accounts. The profit on foreign exchange transactions is dependent on foreign exchange market conditions and the risk management strategies of corporate clients. Volatile market conditions may also have an adverse impact on mergers and acquisitions activity by Indian companies, affecting our fee and other incomes related to such activity. Since fiscal 2012, we have witnessed a moderation in growth in our commission, exchange and brokerage income, primarily due to the decline in corporate investment activity and new financing proposals. While the growth rate of our commission, exchange and brokerage income has improved during fiscal 2014, various factors could adversely impact these income streams in the future and adversely affect our financial performance.

We experienced rapid international growth in earlier years which has increased the complexity of the risks that we face.

Beginning in fiscal 2004, we began international expansion, opening banking subsidiaries in the United Kingdom, Canada and Russia and branches and representative offices in several countries. This rapid international expansion into banking in multiple jurisdictions exposes us to a variety of regulatory and business challenges and risks, including cross-cultural risk and has increased the complexity of our risks in a number of areas including price risks, currency risks, interest rate risks, compliance risk, regulatory and reputational risk and operational risk. In the aftermath of the financial crisis and in light of enhanced regulations in many countries, we expect to face additional scrutiny in all of these areas and in the management of our international operations. We also face risks arising from our ability to manage inconsistent legal and regulatory requirements in the multiple jurisdictions in which we operate. Our businesses are subject to changes in legal and regulatory requirements and it may not be possible to predict the timing or nature of such changes.

The loan portfolio of our international branches and subsidiaries includes foreign currency loans to Indian companies for their Indian operations (as permitted by regulation) as well as for their overseas ventures, including cross-border acquisitions. This exposes us to specific additional risks including the failure of the acquired entities to perform as expected, and our inexperience in various aspects of the economic and legal framework in overseas markets. Regulatory changes globally and in specific markets, including increased regulatory oversight following the global financial crisis, may impact our ability to execute our strategy and deliver returns on capital invested in our international subsidiaries. Our banking subsidiaries in the United Kingdom and Canada have in the past focused primarily on leveraging their deposit franchises in these markets to extend financing to Indian companies for their operations in India and globally, including the financing of overseas acquisitions by Indian companies through structured transactions. In view of the position taken by these subsidiaries’ respective regulators in connection with cross-border risk and exposure concentration, these subsidiaries have reduced their business volumes, resulting in a high level of capital relative to their assets and impacting their profitability and return on the capital invested by ICICI Bank in these subsidiaries. While both these subsidiaries are focused on growing their business within the current regulatory framework, the opportunities to do so may be limited. Further, while we are seeking to rationalize the capital invested in our overseas banking subsidiaries and these subsidiaries have repatriated a part of their excess capital to ICICI Bank, there can be no assurance that we will be able to achieve further capital rationalization through repatriation or otherwise. See also “—The enhanced supervisory and compliance environment in the

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financial sector increases the risk of regulatory action, whether formal or informal. Following the financial crisis, regulators are increasingly viewing us, as well as other financial institutions, as presenting a higher risk profile than in the past” and “—The regulatory environment for financial institutions is facing unprecedented change in the post-financial crisis environment”. Our overseas branches and banking subsidiaries have made investments in bonds, certificates of deposits, mortgage backed securities, treasury bills, credit derivatives and asset-backed commercial paper. The global financial and economic crisis resulted in mark-to-market and realized losses on our overseas and other subsidiaries’ investment and derivative portfolios, increased the regulatory scrutiny of our international operations, constrained our international debt capital market borrowings and increased our cost of funding. If we are unable to manage these risks, our business would be adversely affected.

Our funding is primarily short-term and if depositors do not roll over deposited funds upon maturity, our business could be adversely affected.

Most of our incremental funding requirements are met through short-term funding sources, primarily in the form of deposits including deposits from corporate customers and interbank deposits. Our customer deposits generally have a maturity of less than one year. However, a large portion of our assets have medium-or long-term maturities, creating the potential for funding mismatches. In addition, we have seen significant growth in project financing in recent years, where the assets would typically be of longer-term maturities, relative to our funding profile. Our ability to raise fresh deposits and grow our deposit base depends in part on our ability to expand our network of branches, which in the past required the prior approval of the Reserve Bank of India. We have recently significantly expanded our branch network pursuant to the Reserve Bank of India’s authorizations for establishing new branches, and the Reserve Bank of India has also recently permitted banks to freely open new branches subject to certain conditions. Our new branches typically operate at lower efficiency levels, as compared to our existing branches, and although we intend to increase their efficiency over time, any inability to use these branches productively, or substantial delays in achieving desired levels of productivity, may have an impact on our ability to grow our deposit base to the desired extent. During September and October 2008, following the disclosure of our exposure to Lehman Brothers and other U.S. and European financial institutions, rumors were circulated about our financial position which resulted in concerns being expressed by depositors and higher than normal transaction levels on a few days. The deregulation of savings account interest rates in October 2011 may also increase the volatility of this component of our funding.

High volumes of deposit withdrawals or failure of a substantial number of our depositors to roll over deposited funds upon maturity or to replace deposited funds with fresh deposits as well as our inability to grow our deposit base, would have an adverse effect on our liquidity position, our business, our future financial performance, our stockholders’ equity and the price of our equity shares and ADSs.

Furthermore, a part of our loan and investment portfolio, consisting primarily of the loan and investment portfolios of our international branches and subsidiaries is denominated in foreign currencies, including the U.S. dollar. Our international branches are primarily funded by debt capital market issuances and syndicated/bilateral loans, while our international subsidiaries generally raise deposits in their local markets. Volatility in the international debt markets may constrain our international capital market borrowings. There can be no assurance that our international branches and subsidiaries will be able to obtain funding from the international debt markets or other sources in a timely manner on terms acceptable to them or at all. This may adversely impact our ability to replace maturing borrowings and fund new assets. In addition, borrowers who have taken foreign currency loans from us may face challenges in meeting their repayment obligations on account of market conditions and currency movements. See also “—Risks Relating to India and Other Economic and Market Risks—Financial instability in other countries, particularly emerging market countries and countries where we have established operations, could adversely affect our business and the price of our equity shares and ADSs”, “—Risks Relating to India and Other Economic and Market Risks—Financial difficulty and other problems in certain financial institutions in India could adversely affect our business and the price of our equity shares and ADSs” and “—Risks Relating to Our Business—We experienced rapid international growth in earlier years which has increased the complexity of the risks that we face”.

The regulatory environment for financial institutions is facing unprecedented change in the post-financial crisis environment.

The global financial crisis has led to significant and unprecedented changes in the laws, regulations and regulatory policies of India and the other jurisdictions in which we operate. Changes in laws, regulations or

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regulatory policies, including changes in the interpretation or application of such laws, regulations and regulatory policies, may adversely affect the products and services we offer, the value of our assets or the collateral available for our loans or our business in general. Recent regulatory changes as well as changes currently under discussion, such as changes with respect to Basel III risk-based and leverage capital requirements, Basel III liquidity requirements; restrictions on cross-border capital flows; enhanced emphasis on local lending obligations in overseas jurisdictions; changes in directed lending regulations in India; and discussions on management compensation, board governance, consumer protection and risk management, among other areas, are expected to have an impact on our business and our future strategy. These changes could require us to reduce or increase our business in specific segments, impact our overall growth and impact our return on capital. For instance, our wholly owned banking subsidiaries in the United Kingdom and Canada reduced their business volumes in response to the regulatory environment, which has impacted their growth and profitability. While both these subsidiaries are focused on growing their business within the current regulatory framework, the opportunities to do so may be limited. Further, while both these subsidiaries are focused on optimizing their capital base and have repatriated capital and made dividend payments to ICICI Bank in the recent past, such measures are subject to regulatory approvals. There can be no assurance regarding the timing or grant of such approvals in the future. The Reserve Bank of India has moved to a risk-based supervision approach for Indian banks, including us, and may require banks to hold additional capital over and above the minimum regulatory requirements based on its assessment of risks for individual banks.

Changes in laws, regulations and regulatory policies, or the interpretation or application thereof, have and we expect will continue to lead to enhanced regulatory oversight and scrutiny and increased compliance costs. In the aftermath of the financial crisis, regulators are increasingly viewing us, as well as other financial institutions, as presenting a higher risk profile than in the past. This increased scrutiny increases the possibility that we will face adverse legal or regulatory actions. The Reserve Bank of India and other regulators regularly review our operations, and there can be no guarantee that any regulator will agree with our internal assessments of asset quality, provisions, risk management, capital adequacy, management functioning or other measures of the safety and soundness of our operations. In addition, regulators may find that we are not in compliance with applicable laws, regulations or regulatory policies, or with the regulators’ revised interpretations of such laws, regulations or regulatory policies, and may take formal or informal actions against us. Our ability to predict future legal or regulatory changes is limited and we may face enhanced legal or regulatory burdens without advance notice. For example, the Reserve Bank of India, in its guidelines for new private sector banking licenses issued in February 2013, has mandated all new banks pursuant to the issuance of such licenses, to be set up under a financial holding company structure. In future, such requirements may be extended to existing banks in India, including us. Also, the Reserve Bank of India has released a discussion paper on a new banking structure in India. See also “Overview of the Indian Financial Sector-Recent structural reforms”. Any such regulatory or structural changes may result in increased expenses, operational restrictions, increased competition or revisions to our business operations, which may reduce our profitability or force us to forego potentially profitable business opportunities. See also “—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action, whether formal or informal. Following the financial crisis, regulators are increasingly viewing us, as well as other financial institutions, as presenting a higher risk profile than in the past”.

Our inability to effectively manage credit, market and liquidity risk and inaccuracy of our valuation models and accounting estimates may have an adverse effect on our earnings, capitalization, credit ratings and cost of funds.

Our risk management strategies may not be effective because in a difficult or less liquid market environment other market participants may be attempting to use the same or similar strategies to deal with difficult market conditions. In such circumstances, it may be difficult for us to reduce our risk positions due to the activity of such other market participants. Our derivatives businesses may expose us to unexpected market, credit and operational risks that could cause us to suffer unexpected losses or enhanced regulatory scrutiny. Severe declines in asset values, unanticipated credit events, or unforeseen circumstances that may cause previously uncorrelated factors to become correlated may create losses resulting from risks not appropriately taken into account in the development, structuring or pricing of a derivative instrument. In addition, many derivative transactions are not cleared and settled through a central clearing house or exchange, and they may not always be confirmed or settled by counterparties on a timely basis. In these situations, we are subject to heightened credit and operational risk, and in the event of a default, we may find the contract more difficult to enforce. Further, as new and more complex derivative products are created, disputes regarding the terms or the settlement procedures of the contracts could arise, which could force us to incur unexpected costs, including transaction and legal costs, and impair our ability to manage effectively our risk exposure to these products. Many of our hedging strategies and other risk management techniques have a basis in

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historic market behavior, and all such strategies and techniques are based to some degree on management’s subjective judgment. To the extent any of the instruments and strategies we use to hedge or otherwise manage our exposure to market or credit risk are not effective, we may not be able to mitigate effectively our risk exposures in particular market environments or against particular types of risk. Our balance sheet growth is dependent upon economic conditions, as well as upon our ability to securitize, sell, purchase or syndicate particular loans or loan portfolios. Our trading revenues and interest rate risk are dependent upon our ability to properly identify, and mark-to-market, changes in the value of financial instruments caused by changes in market prices or rates. Our earnings are dependent upon the effectiveness of our management of migrations in credit quality and risk concentrations, the accuracy of our valuation models and our critical accounting estimates and the adequacy of our allowances for loan losses.

To the extent our assessments, assumptions or estimates prove inaccurate or not predictive of actual results, we could suffer higher than anticipated losses and enhanced regulatory scrutiny. See also “—Further deterioration of our non-performing asset portfolio combined with an increase in Reserve Bank of India requirements on provisioning could adversely affect our business and profitability”. The successful management of credit, market and operational risk is an important consideration in managing our liquidity risk because it affects the evaluation of our credit ratings by domestic and international rating agencies. Rating agencies may reduce or indicate their intention to reduce the ratings at any time. See also “—Risks Relating to India and Other Economic and Market Risks—Any downgrade of India’s debt rating by an international rating agency could adversely affect our business, our liquidity and the price of our equity shares and ADSs”. The rating agencies can also decide to withdraw their ratings altogether, which may have the same effect as a reduction in our ratings. Any reduction in our ratings (or withdrawal of ratings) may increase our borrowing costs, limit our access to capital markets and adversely affect our ability to sell or market our products, engage in business transactions particularly longer-term, and derivatives transactions, or retain our customers. Conditions in the international and Indian debt markets may adversely impact our access to financing and liquidity. This, in turn, could reduce our liquidity and negatively impact our operating results and financial condition. For more information relating to our ratings, see also “Business—Risk Management—Quantitative and Qualitative Disclosures about Market Risk—Liquidity Risk”.

Negative publicity could damage our reputation and adversely impact our business and financial results and the price of our equity shares and ADSs.

Reputation risk, or the risk to our business, earnings and capital from negative publicity, is inherent in our business. The reputation of the financial services industry in general has been closely monitored as a result of the financial crisis and other matters affecting the financial services industry. Negative public opinion about the financial services industry generally or us specifically could adversely affect our ability to keep and attract customers, and expose us to litigation and regulatory action. Negative publicity can result from our actual or alleged conduct in any number of activities, including lending practices and specific credit exposures, corporate governance, regulatory compliance, mergers and acquisitions, and related disclosure, sharing or inadequate protection of customer information, and actions taken by government, regulators and community organizations in response to that conduct. Although we take steps to minimize reputation risk in dealing with customers and other constituencies, we, as a large financial services organization are inherently exposed to this risk. Our subsidiaries’ businesses include mutual fund, portfolio and private equity fund management, which are exposed to various risks including diminution in value of investments and inadequate liquidity of the investments. We also distribute products of our insurance, asset management and private equity subsidiaries. Investors in these funds and schemes may allege mismanagement or weak fund management as well as mis-selling and conflicts of interest which may impact our overall reputation as a financial services group and may require us to support these businesses with liquidity and may result in a reduction in business volumes and revenues from these businesses. We are also exposed to the risk of litigation by customers across our businesses.

We may seek opportunities for growth through acquisitions, divest our existing businesses, or be required to undertake mergers by the Reserve Bank of India and could face integration and other acquisitions risks.

We may seek opportunities for growth through acquisitions or be required to undertake mergers mandated by the Reserve Bank of India under its statutory powers. We have undertaken mergers and acquisitions in the past. Most recently, the Bank of Rajasthan, a private sector bank, merged with us effective August 12, 2010. In the past, the Reserve Bank of India has ordered mergers of weak banks with other banks primarily in the interest of depositors of the weak banks. We may in the future examine and seek opportunities for acquisitions in countries where we currently operate. Our non-banking subsidiaries in India may also undertake mergers and acquisitions.

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Any future acquisitions or mergers, both Indian or international, may involve a number of risks, including the possibility of a deterioration of asset quality, financial impact of employee related liabilities, diversion of our management’s attention required to integrate the acquired business and the failure to retain key acquired personnel and clients, leverage synergies or rationalize operations, or develop the skills required for new businesses and markets, or unknown and known liabilities including any ongoing litigation, claims or disputes concerning such acquisition, merger, its shareholders, share capital or its legal and regulatory compliance obligations or practices, some or all of which could have an adverse effect on our business.

We may also sell all or part of one or more of our businesses, including our subsidiaries, for a variety of reasons including changes in strategic focus, redeployment of capital, contractual obligations and regulatory requirements. See also “Business— Overview of Our Products and Services — Insurance”.

We and our customers are exposed to fluctuations in foreign exchange rates.

Several of our borrowers enter into derivative contracts to manage their foreign exchange risk exposures. Volatility in exchange rates may result in increased mark-to-market losses in derivative transactions for our clients. Upon the maturity or premature termination of the derivative contracts, these mark-to-market losses become receivables owed to us. Consequently, we become exposed to various kinds of risks including but not limited to credit risk, market risk and exchange risk.

Since fiscal 2012, following the volatility in the global capital markets and the economic slowdown in India, the rupee has depreciated sharply against the U.S. dollar. The rupee depreciated by 14.6% in fiscal 2012 and by 6.3% in fiscal 2013. During fiscal 2014, the rupee depreciated sharply against the U.S. dollar following the commencement of tapering of quantitative easing in the United States and the consequent withdrawal of capital flows from many emerging economies. During April-August 2013, the rupee depreciated by 22.4% to Rs. 68.4 per U.S. dollar before stabilising at Rs. 60.1 per U.S. dollar at end-March 2014. Some of our borrowers with foreign exchange and derivative exposures may be adversely impacted by the depreciation of the rupee. These include borrowers impacted by higher rupee denominated interest or principal repayment on unhedged foreign currency borrowings; increases in the cost of raw material imports where there is limited ability to pass through such escalations to customers; and the escalation of project costs due to higher imported equipment costs; and borrowers that may have taken adverse positions in the foreign exchange markets. The failure of our borrowers to manage their exposures to foreign exchange and derivative risk, particularly adverse movements and volatility in foreign exchange rates, may adversely affect our borrowers and consequently the quality of our exposure to our borrowers and our business volumes and profitability. In January 2014, the Reserve Bank of India issued guidelines requiring higher capital and provisioning requirements for banks on their exposures to companies having unhedged foreign currency exposure, based on an assessment of likely loss on such exposures compared to the earnings of the corporate. An increase in non-performing or restructured assets on account of our borrowers’ inability to manage exchange rate risk and any increased capital or provisioning requirement against such exposures may have an adverse impact on our profitability, our business and the price of our equity shares and ADSs. We have adopted certain risk management policies to mitigate such risk. However there is no assurance that such measures will be fully effective in mitigating such risks.

Entry into new businesses or expansions of existing businesses may expose us to increased risks that may adversely affect our business.

The rapid growth of our retail loan business and our rural initiative exposes us to increased risks within India including higher levels of non-performing loans in our unsecured retail credit portfolio, increased operational risk, increased fraud risk and increased regulatory and legal risk. Since fiscal 2012 we have focused on scaling up our retail lending volumes and in fiscal 2014, have also seen an increase in our retail unsecured portfolio. Our retail loan portfolio grew by 25.6% in fiscal 2014 compared to an increase of 17.1% in our overall gross loan portfolio. Further, we are also focusing on scaling up our business and distribution network in rural areas. While we have taken measures to address the risks in these businesses, there can be no assurance that the businesses would perform as per our expectations or that there would not be any adverse developments in these businesses in the future. Our inability to manage such risks may have an adverse impact on our future business and strategy, our asset quality and profitability and the price of our equity shares and ADSs.

During fiscal 2011 and fiscal 2012, we have seen a significant increase in our project finance exposure to the power sector. We cannot be sure that these projects will begin operations as scheduled or perform as anticipated.

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Any delays in operations or the inability of these projects to perform in accordance with our expectations may have an adverse impact on our asset quality and profitability. See also “—Our loan portfolio includes long-term project finance loans, which are particularly vulnerable to completion and other risks”.

Our business is very competitive and our strategy depends on our ability to compete effectively.

Within the Indian market, we face intense competition from other commercial banks, investment banks, insurance companies and non-bank finance companies. Some Indian public and private sector banks have experienced higher growth, achieved better profitability and increased their market shares relative to us. In addition, the moderation of growth in the Indian banking sector may lead to greater competition for business opportunities. Recent changes in the Indian banking sector include deregulation of interest rates on savings bank deposits, following which some smaller banks have significantly increased interest rates paid on savings deposits to compete with larger banks, including us, and removal of foreclosure charges or prepayment penalties payable by borrowers for floating rate home loans, which may lead to a higher proportion of higher yielding loans being prepaid as borrowers seek to refinance their existing loans. In February 2013, the Reserve Bank of India issued guidelines on the entry of new banks in the private sector including eligibility criteria, structure, capital requirements, shareholding structure and corporate governance practices. The Reserve Bank of India has issued in-principle licenses to two applicants during fiscal 2014. Further, in October 2013, the Reserve Bank of India completely deregulated branch licensing requirements and banks are permitted to open branches across tier 1 to tier 6 centers without the prior approval of the Reserve Bank of India, subject to them maintaining a prescribed proportion of 25% of their incremental branches in rural and semi-urban areas. See also “Supervision and Regulation-Regulations Relating to the Opening of Branches and Automated Teller Machines”. Greater presence of existing competitors or new entrants of banks offering a wider range of products and services could increase competition. The Reserve Bank of India released a discussion paper in August 2013 on the banking structure in India which proposes a differentiated licensing policy for different types of banks for niche business areas. It also recommends having a continuous licensing policy for entry of new banks compared to the current practice of issuing licenses intermittently. The Reserve Bank of India has also released the framework for the presence of foreign banks in India, and has proposed according treatment substantively similar to domestic banks for foreign banks, based on the principles of reciprocity and subsidiary mode of presence. In January 2014, the Reserve Bank of India had constituted a committee to review governance of boards of banks in India which, among others, proposes several measures aimed at improving the governance, ownership and board oversight of public sector banks. In July 2014, the Reserve Bank of India issued draft guidelines for licensing of payments banks and small banks. The Reserve Bank of India has also indicated that it would issue guidelines with respect to continuous licensing policy for universal banks. Any changes in the banking structure in India, including the entry of new banks, greater competition between existing players and improvement in the efficiency and competitiveness of existing banks may have an adverse impact on our business. Due to competitive pressures, we may be unable to successfully execute our growth strategy or offer products and services at reasonable returns and this may adversely impact our business. See also “Business—Competition” and “Overview of the Indian Financial Sector—Commercial Banks—Foreign Banks”.

In our international operations we also face intense competition from the full range of competitors in the financial services industry, both banks and non-banks and both Indian and foreign banks. We remain a small to mid-size player in the international markets and many of our competitors have resources much greater than our own.

Changes in the regulation and structure of the financial markets in India may adversely impact our business.

The Indian financial markets have in recent years experienced, and continue to experience, changes and developments aimed at reducing the cost and improving the quality of service delivery to users of financial services. We may experience an adverse impact on the cash float and fees from our cash management business resulting from the development and increased usage of payment systems, as well as other similar structural changes. Some recent structural changes in banking transactions in India include free access for a customer of any bank to ATMs of all other banks with restrictions on the amount and number of transactions. Furthermore, the Reserve Bank of India, from time to time, also imposes limits on transaction charges levied by banks on customers, including those on cash and card transactions. In fiscal 2013, banks were directed to remove foreclosure charges on home loans. In fiscal 2014, banks were mandated to have a uniform pricing policy for all customers across all branches, irrespective of the branch in which the account was opened. Also, banks were directed to remove foreclosure charges on floating rate term loans given to individual borrowers and were prohibited from levying penalty on inoperative accounts for non-maintenance of minimum balance. Such developments may adversely impact the profitability of banks, including us, by reducing float balances and fee incomes, and increasing costs. See also “—The regulatory

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environment for financial institutions is facing unprecedented change in the post-financial crisis environment”. Our subsidiaries are also subject to similar risks. For example, in the Union Budget for fiscal 2015, the Finance Minister announced an increase in the long term capital gains tax rate on investments in debt mutual funds from 10% to 20% and also increased the minimum holding period for qualification as a long term investment from 12 months to 36 months. These changes may have an impact on the inflows seen by mutual funds, including the funds managed by our asset management subsidiary, into debt schemes.

Additional capital requirements of our insurance subsidiaries may adversely impact our business and the price of our equity shares and ADSs.

While our life insurance business has recorded accounting profits since fiscal 2011, and the growth of our life insurance subsidiary has moderated, additional capital may be required to support the insurance business. In accordance with the Insurance Regulatory and Development Authority’s order dated March 12, 2011, all general insurance companies in India, including our general insurance subsidiary, were required to provide for losses on the third party motor pool (a multilateral arrangement for insurance in respect of third party claims against commercial vehicles, the results of which are shared by all general insurance companies in proportion to their overall market share) at a provisional rate of 153.0% from fiscal 2008 to fiscal 2011, as compared to the earlier loss rate of 122%-127%. Since the losses are allocated to general insurance companies based on their overall market shares, the profitability and solvency ratio of our general insurance subsidiary were adversely impacted. Accordingly, we invested Rs. 2.5 billion of capital into our general insurance subsidiary, ICICI Lombard General Insurance Company Limited, in fiscal 2011. In fiscal 2012, the Insurance Regulatory and Development Authority ordered the dismantling of the motor pool and advised that motor pool liabilities be recognized as per the loss rates estimated by the General Actuaries Department of the United Kingdom, for all underwriting years from fiscal 2008 to fiscal 2012. Our general insurance subsidiary recognized additional pool losses of Rs. 6.9 billion in fiscal 2012 and Rs. 1.0 billion in fiscal 2013. We invested Rs. 740.0 million into our general insurance subsidiary in fiscal 2013.

Our ability to invest additional capital in these businesses is subject to the Reserve Bank of India’s regulations on capital adequacy and its para-banking guidelines that prescribe limits for our aggregate investment in financial sector enterprises. All such investments require prior approval of the Reserve Bank of India. See also “—Loss reserves for our general insurance business are based on estimates as to future claims liabilities and adverse developments relating to claims could lead to further reserve additions and materially adversely affect the operation of our general insurance subsidiary”, “Business—Insurance” and “Supervision and Regulation—The Reserve Bank of India Regulation—Holding Companies”. The capital requirements of our insurance subsidiaries and restrictions on our ability to capitalize them could adversely impact their growth, our future capital adequacy, our financial performance and the price of our equity shares and ADSs.

While our insurance businesses are becoming an increasingly important part of our business, there can be no assurance of their future rates of growth or levels of profitability.

Our life insurance and general insurance joint ventures are becoming an increasingly important part of our business. See also “Business—Overview of Our Products and Services—Insurance”. These businesses have seen a moderation in growth since fiscal 2009. There can be no assurance of their future rates of growth. Our life insurance business comprises provision of life, pension and health products. Reduction in capital market valuations and volatility in capital markets have had an adverse impact on the demand for unit-linked products. Our life insurance subsidiary has also been impacted by the substantial changes in unit-linked and non-unit linked product regulations specified by the Insurance Regulatory and Development Authority. Effective September 1, 2010, changes for unit-linked products include caps on charges including surrender charges, an increase in minimum premium paying term and the introduction of minimum guaranteed returns on pension products. In March 2013, the Insurance Regulatory and Development Authority issued guidelines on non-linked and linked life insurance products which included limits on the commission rates payable by insurance companies, introduction of a minimum guaranteed surrender value and minimum death benefits for non-linked products. The new guidelines require life insurance companies to modify existing products to comply with the revised guidelines. These revisions have impacted the growth, margins and profitability of life insurance companies. Further, in August 2013, the Insurance Regulatory Development Authority permitted banks to act as brokers and sell insurance products of more than one insurer. The guidelines restrict sales of insurance policies of any single insurer to 50% of total sales, and to 25% of total sales in case the insurer is part of the same promoter group as the bank. Banks have the option to continue as corporate agents or become insurance brokers with the prior approval of the Reserve Bank of India. In November 2013, the Reserve Bank of India issued draft guidelines on permitting banks to enter the insurance broking business.

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See also “Supervision and Regulation—Regulations Governing Insurance Companies— Draft Guidelines on permitting banks to enter insurance broking business”. A change in the guidelines relating to insurance distribution by banks may require our insurance subsidiaries to change their distribution strategies, which may result in increased costs and lower business volumes, as well as impacting ICICI Bank’s distribution of their products and the associated fee income.

The growth of our general insurance business has been adversely impacted by the deregulation of pricing on certain products since 2007, which has resulted in a reduction in premiums for those products. There can be no assurance of the future rates of growth in the insurance business.

Further, our general insurance subsidiary has also been adversely impacted by higher losses on the mandated third party motor insurance pool, which resulted in a loss of Rs. 0.8 billion in fiscal 2011 and a loss of Rs. 4.2 billion in fiscal 2012 for the subsidiary. This subsidiary has been making profits since fiscal 2013. See also “—Additional capital requirements of our insurance subsidiaries may adversely impact our business and the price of our equity shares and ADSs” and “Supervision and Regulation—Regulations Governing Insurance Companies”. A slowdown in the Indian economy, further regulatory changes or customer dissatisfaction with our insurance products could adversely impact the future growth of these businesses. See also “—The regulatory environment for financial institutions is facing unprecedented change in the post-financial crisis environment”. Any slowdown in these businesses and in particular in the life insurance business could have an adverse impact on our business and the price of our equity shares and ADSs.

Actuarial experience and other factors could differ from assumptions made in the calculation of life actuarial reserves.

The assumptions our life insurance subsidiary makes in assessing its life insurance reserves may differ from what it experiences in the future. Our life insurance subsidiary derives its actuarial reserves using prudent assumptions. These assumptions include the assessment of the long-term development of interest rates, investment returns, the allocation of investments between equity, fixed income and other categories, mortality and morbidity rates, policyholder lapses, policy discontinuation and future expense levels. Our life insurance subsidiary monitors its actual experience of these assumptions and to the extent that it considers any deviation from assumption to continue in the longer term, it refines its long-term assumptions. Changes in any such assumptions may lead to changes in the estimates of life and health insurance reserves.

Loss reserves for our general insurance business are based on estimates as to future claims liabilities and adverse developments relating to claims could lead to further reserve additions and materially adversely affect the operation of our general insurance subsidiary.

In accordance with the general insurance industry practice and accounting and regulatory requirements, our general insurance subsidiary establishes reserves for loss and loss adjustment expenses related to its general insurance business. Reserves are based on estimates of future payments that will be made in respect of claims, including expenses relating to such claims. Such estimates are made on both a case-by-case basis, based on the facts and circumstances available at the time the reserves are established, as well as in respect of losses that have been incurred but not reported. These reserves represent the estimated ultimate cost necessary to bring all pending claims to final settlement.

Reserves are subject to change due to a number of variables which affect the ultimate cost of claims, such as changes in the legal environment, results of litigation, costs of repairs and other factors such as inflation and exchange rates. Our general insurance subsidiary’s reserves for environmental and other latent claims are particularly subject to such variables. The results of operations of our general insurance subsidiary depend significantly upon the extent to which its actual claims experience is consistent with the assumptions it uses in setting the prices for products and establishing the liabilities for obligations for technical provisions and claims. To the extent that its actual claims experience is less favorable than the underlying assumptions used in establishing such liabilities, it may be required to increase its reserves, which may materially adversely affect its results of operations.

Established loss reserves estimates are periodically adjusted in the ordinary course of settlement, using the most current information available to management, and any adjustments resulting from changes in reserve estimates are reflected in current results of operations. Our general insurance subsidiary also conducts reviews of various lines of

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business to consider the adequacy of reserve levels. Based on current information available and on the basis of internal procedures, the management of our general insurance subsidiary considers that these reserves are adequate. However, because the establishment of reserves for loss and loss adjustment expenses is an inherently uncertain process, there can be no assurance that ultimate losses will not materially exceed the established reserves for loss and loss adjustment expenses and have a material adverse effect on the results of operations of our general insurance subsidiary. See also “—Additional capital requirements of our insurance subsidiaries may adversely impact our business and the price of our equity shares and ADSs”.

The financial results of our general insurance business could be materially adversely affected by the occurrence of catastrophe.

Portions of our general insurance subsidiary’s business may cover losses from unpredictable events such as hurricanes, windstorms, monsoons, earthquakes, fires, industrial explosions, floods, riots and other man-made or natural disasters, including acts of terrorism. The incidence and severity of these catastrophes in any given period are inherently unpredictable.

Although the subsidiary monitors its overall exposure to catastrophes and other unpredictable events in each geographic region and determines its underwriting limits related to insurance coverage for losses from catastrophic events, the subsidiary generally seeks to reduce its exposure through the purchase of reinsurance, selective underwriting practices and by monitoring risk accumulation. Claims relating to catastrophes may result in unusually high levels of losses and may require additional capital to maintain solvency margins and could have a material adverse effect on our financial position or results of operations.

There is operational risk associated with the financial industry which, when realized, may have an adverse impact on our business.

We, like all financial institutions, are exposed to many types of operational risk, including the risk of fraud or other misconduct by employees or outsiders, unauthorized transactions by employees and third parties (including violation of regulations for prevention of corrupt practices, and other regulations governing our business activities), misreporting or non-reporting with respect to statutory, legal or regulatory reporting and disclosure obligations, or operational errors, including clerical or recordkeeping and reconciliation errors or errors resulting from faulty computer or telecommunications systems. We have experienced significant growth in a fast changing environment, and management as well as our regulators, are aware that this may pose significant challenges to our control framework. As a result of our internal evaluations, we and our regulators have noted certain areas where our processes and controls could be improved. Our growth, particularly in retail lending, our rural initiative, our international business and our insurance businesses exposes us to additional operational and control risks. Regulatory scrutiny of areas related to operational risk, including internal audit information, systems and data processing is increasing. The large size of our treasury and retail operations, which use automated control and recording systems as well as manual checks and recordkeeping, exposes us to the risk of errors in control, recordkeeping and reconciliation. The increasing size of our insurance business and the complexities of the products expose us to the risk that the models set up on actuarial software to compute the actuarial liabilities and deferred acquisition cost may contain errors or may require continuous improvement over a period of time. We also outsource some functions, like collections, to other agencies. Given our high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. In addition, our dependence upon automated systems to record and process transactions may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. We may also be subject to disruptions of our operating systems, arising from events that are wholly or partially beyond our control (including, for example, computer viruses or electrical or telecommunication outages), which may give rise

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to deterioration in customer service and to loss or liability to us. We are further exposed to the risk that external vendors may be unable to fulfil their contractual obligations to us (or will be subject to the same risk of fraud or operational errors by their respective employees as we are), and to the risk that our (or our vendors’) business continuity and data security systems prove not to be sufficiently adequate. We also face the risk that the design of our controls and procedures prove inadequate, or are circumvented, thereby causing delays in detection or errors in information. Although we maintain a system of controls designed to keep operational risk at appropriate levels, like all banks and insurance companies we have suffered losses from operational risk and there can be no assurance that we will not suffer losses from operational risks in the future that may be material in amount, and our reputation could be adversely affected by the occurrence of any such events involving our employees, customers or third parties. In addition, regulators or legal authorities may also hold banks, including us, liable for losses on account of customer errors such as inadvertent sharing of confidential account related information. There are inherent limitations to the effectiveness of any system especially of controls and procedures, including the possibility of human error, circumvention or over-riding of the controls and procedures, in a fast changing environment or when entering new areas of business or expanding geographic reach. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. We are committed to continuing to implement and improve internal controls and our risk management processes, and this remains a key priority for us. If, however, we are unable to manage operational risk in India and in the other jurisdictions in which we operate, or if we are perceived as being unable to manage such risk, we may be subject to enhanced regulatory oversight and scrutiny. For a discussion of how operational risk is managed. See also “—Business—Risk Management—Operational Risk”.

Fraud and significant security breaches in our computer system and network infrastructure could adversely impact our business.

Our business operations are based on a high volume of transactions. Although we take adequate measures to safeguard against system-related and other fraud, there can be no assurance that we would be able to prevent fraud. Our reputation could be adversely affected by fraud committed by employees, customers or outsiders, or by our perceived inability to properly manage fraud-related risks. Our inability or perceived inability to manage these risks could lead to enhanced regulatory oversight and scrutiny. Our rural initiative, our international growth and our expansion to product lines such as insurance may create additional challenges with respect to managing the risk of fraud due to increased geographical dispersion and use of intermediaries. See also “—Operating and Financial Review and Prospects—Provisions for Restructured Loans and Non-performing Assets” and “Business—Risk Management—Operational Risk”. Physical or electronic break-ins, security breaches or other disruptions caused by power disruptions or the increased use of technology could also affect the security of information stored in and transmitted through our computer systems and network infrastructure. Technology has been undergoing rapid evolution driven by mobility, cloud computing and social networks and this has led to increased cyber threats such as distributed denial of service attacks, spear phishing attacks and proliferation of malware and trojans. Given our focus on technology and presence in diverse geographies, we are exposed to such attacks which may impact the confidentiality, integrity or availability of data pertaining to us or our customers, which in turn may cause damage to our reputation and adversely impact our business and financial results. While ICICI Bank maintains insurance coverage that may, as per the policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses. The Bank has a governance framework in place for security and has implemented information security policies, procedures and technologies. However, considering that technology is currently in a phase of rapid evolution and considering that the methods used for cyber attacks are also changing frequently or, in some cases, are not recognized until an actual attack, we may not be able to anticipate or to implement effective preventive measures against all security breaches. The Bank, like many other large global financial institutions has also experienced a distributed denial of services attack which was intended to disrupt customer access to the Bank’s main portal. While the Bank’s monitoring and mitigating controls were able to detect and effectively respond to this incident, there can be no assurance that these security measures will be successful in future scenarios. A significant failure in security measures could have a material adverse effect on our business, our future financial performance, our stockholders’ equity and the price of our equity shares and ADSs.

System failures could adversely impact our business.

Given the large share of retail products and services and transaction banking services in our total business, the importance of systems technology to our business has increased significantly. We have also launched delivery of banking services through mobile telephones. Our principal delivery channels include ATMs, call centers and the Internet. While we have procedures to monitor for and prevent system failures, and to recover from system failures in the event they occur, there is no guarantee that these procedures will successfully prevent a system failure or allow us to recover quickly from a system failure. Any failure in our systems, particularly for retail products and services and transaction banking, could significantly affect our operations and the quality of our customer service and could result in enhanced regulatory scrutiny and business and financial losses that would adversely affect the price of our equity shares and ADSs. Regulatory scrutiny in this area is increasing. See also “—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action, whether formal or informal. Following the financial crisis, regulators are increasingly viewing us, as well as other financial institutions, as presenting a higher risk profile than in the past”.

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A determination against us in respect of disputed tax assessments may adversely impact our financial performance.

We are regularly assessed by the government of India’s tax authorities, and on account of outstanding tax demands we have included in contingent liabilities Rs. 46.9 billion in additional taxes in excess of our provisions at March 31, 2014. These additional tax demands mainly relate to issues disputed by us and the tax authorities, such as the disallowance of depreciation on leased assets, disallowance of expenditure incurred towards exempt income, withdrawal of a special reserve, marked-to-market losses, double taxation of income of two of our venture capital funds and indirect tax matters. The Rs. 46.9 billion included in our contingent liabilities does not include further disputed tax assessments amounting to Rs. 39.8 billion relating to bad debts written off and penalties levied, which has been considered remote based on favorable Supreme Court decisions in other similar cases. See also “—Business—Legal and Regulatory Proceedings”. We have appealed all of these demands. While we expect that no additional liability will arise out of these disputed demands based on our consultations with tax counsel and favorable decisions in our own and other cases, there can be no assurance that these matters will be settled in our favor or that no further liability will arise out of these demands. Any additional tax liability may adversely impact our financial performance and the price of our equity shares and ADSs.

We are involved in various litigations. Any final judgment awarding material damages against us could have a material adverse impact on our future financial performance and, our stockholders’ equity.

We and our group companies, or our or their directors or officers, are often involved in litigations (civil and criminal) in India and in the other jurisdictions in which we operate for a variety of reasons, which generally arise because we seek to recover our dues from borrowers or because customers seek claims against us. The majority of these cases arise in the normal course of business and we believe, based on the facts of the cases and consultation with counsel, that these cases generally do not involve the risk of a material adverse impact on our financial performance or stockholders’ equity. We estimate the probability of losses that may be incurred in connection with legal and regulatory proceedings as of the date on which our unconsolidated and consolidated financial statements are prepared. We recognize a provision when we have a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. We determine the amount of provision based on our estimate of the amount required to settle the obligation at the balance sheet date, supplemented by our experience in similar situations. We review provisions at each balance sheet date and adjust them to reflect current estimates. In cases where the available information indicates that a loss is reasonably possible but the amount of such loss cannot be reasonably estimated, we make a disclosure to this effect in the unconsolidated and consolidated financial statements. In certain instances, present and former employees have instituted legal and other proceedings against us alleging irregularities. When there is only a remote risk of loss, we do not recognize a provision nor do we include a disclosure in the unconsolidated and consolidated financial statements. See also “Business—Legal and Regulatory Proceedings”. We cannot guarantee that the judgments in any of the litigation in which we are involved would be favorable to us and if our assessment of the risk changes, our view on provisions will also change.

Any inability to attract and retain talented professionals may adversely impact our business.

Our business has become more complex with both product line expansion into the insurance area and geographic expansion internationally and through the rural initiatives. Our continued success depends in part on the continued service of key members of our management team and our ability to continue to attract, train, motivate and retain highly qualified professionals is a key element of our strategy and we believe it to be a significant source of competitive advantage. The successful implementation of our strategy depends on the availability of skilled management, both at our head office and at each of our business units and international locations and on our ability to attract and train young professionals. A substantial portion of our compensation structure for middle and senior management is in the form of employee stock options, and dependent on the market price of our equity shares. Depending on market and business conditions, we may decide to reduce our employee strength in certain of our businesses. Further, increased competition, including the entry of new banks into an already competitive sector, may affect our ability to hire and retain qualified employees. If we or one of our business units or other functions fail to staff operations appropriately, or lose one or more key senior executives or qualified young professionals and fail to replace them in a satisfactory and timely manner, our business, financial condition and results of operations, including our control and operational risks, may be adversely affected. Likewise, if we fail to attract and appropriately train, motivate and retain young professionals or other talent, our business may likewise be affected. See also “Business—Employees”.

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Adoption of a different basis of accounting or new accounting standards may result in changes in our reported financial position and results of operations for future and prior periods.

The financial statements and other financial information included in this annual report are based on our unconsolidated and consolidated financial statements under Indian GAAP. It is expected that Indian accounting standards will converge with International Financial Reporting Standards and we may be required to prepare financial statements under International Financial Reporting Standards, as adopted in India, according to a schedule to be determined by regulators for Indian companies in the future. However, the ongoing project undertaken by the International Accounting Standards Board, which will replace the current International Financial Reporting Standards on financial instruments, particularly IAS 39, in a phased manner, may impact the schedule for the adoption of International Financial Reporting Standards by Indian companies. We may issue financial statements under International Financial Reporting Standards prior to the schedule that may be announced by Indian regulators, for compliance with regulations in certain jurisdictions where we have operations or where our securities are listed. Financial statements prepared under standards different from Indian GAAP, as presently in existence, may diverge significantly from the financial statements and other financial information included in this annual report. See also “Operating and Financial Review and Prospects - Convergence of Indian accounting standards with International Financial Reporting Standards”.

Risks Relating to ADSs and Equity Shares

You will not be able to vote your ADSs and your ability to withdraw equity shares from the depositary facility is uncertain and may be subject to delays.

Our ADS holders have no voting rights unlike holders of our equity shares who have voting rights. For certain information regarding the voting rights of the equity shares underlying our ADSs, see also “Business—Shareholding Structure and Relationship with the Government of India”. If you wish, you may withdraw the equity shares underlying your ADSs and seek to exercise your voting rights under the equity shares you obtain from the withdrawal. However, for foreign investors, this withdrawal process may be subject to delays and is subject to a cap of 49.0% in the total shares foreign institutional investors and non-resident Indians may hold in us. For a discussion of the legal restrictions triggered by a withdrawal of the equity shares from the depositary facility upon surrender of ADSs, see also “Restriction on Foreign Ownership of Indian Securities”.

Your holdings may be diluted by additional issuances of equity and any dilution may adversely affect the market price of our equity shares and ADSs.

In fiscal 2008, we concluded a capital raising exercise comprising a public offering in India and an ADS offering aggregating Rs. 199.7 billion. We may conduct additional equity offerings to fund the growth of our business, including our international operations, our insurance business or our other subsidiaries. In addition, up to 10.0% of our issued equity shares from time to time, may be granted in accordance with our Employee Stock Option Scheme. Any future issuance of equity shares or ADSs or exercise of employee stock options would dilute the positions of investors in equity shares and ADSs and could adversely affect the market price of our equity shares and ADSs.

You may be unable to exercise preemptive rights available to other shareholders.

A company incorporated in India must offer its holders of equity shares preemptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless these rights have been waived by at least 75.0% of the company’s shareholders present and voting at a shareholders’ general meeting. United States investors in ADSs may be unable to exercise these preemptive rights for equity shares underlying ADSs unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available. Our decision to file a registration statement will depend on the costs and potential liabilities associated with any such registration as well as the perceived benefits of enabling investors in ADSs to exercise their preemptive rights and any other factors we consider appropriate at such time. To the extent that investors in ADSs are unable to exercise preemptive rights, their proportional ownership interests in us would be reduced.

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Your ability to sell in India any equity shares withdrawn from the depositary facility, the conversion of rupee proceeds from such sale into a foreign currency and the repatriation of such foreign currency may be subject to delays if specific approval of the Reserve Bank of India is required.

ADS holders seeking to sell in India any equity shares withdrawn upon surrender of ADSs, convert the rupee proceeds from such sale into a foreign currency or repatriate such foreign currency may need the Reserve Bank of India’s approval for each such transaction. See also “Restriction on Foreign Ownership of Indian Securities”. We cannot guarantee that any such approval will be obtained in a timely manner or at terms favorable to the investor. Because of possible delays in obtaining the requisite approvals, investors in equity shares may be prevented from realizing gains during periods of price increases or limiting losses during periods of price declines.

Restrictions on deposit of equity shares in the depositary facility could adversely affect the price of our ADSs.

Under current Indian regulations, an ADS holder who surrenders ADSs and withdraws equity shares may deposit those equity shares again in the depositary facility in exchange for ADSs. An investor who has purchased equity shares in the Indian market may also deposit those equity shares in the ADS program. However, the deposit of equity shares may be subject to securities law restrictions and the restriction that the cumulative aggregate number of equity shares that can be deposited as of any time cannot exceed the cumulative aggregate number represented by ADSs converted into underlying equity shares as of such time. These restrictions increase the risk that the market price of our ADSs will be below that of the equity shares.

Certain shareholders own a large percentage of our equity shares and their actions could adversely affect the price of our equity shares and ADSs.

The Life Insurance Corporation of India, the General Insurance Corporation of India and other government-owned general insurance companies, all of which are directly controlled by the Indian government, are among our principal shareholders. At June 30, 2014, the Life Insurance Corporation of India held 8.3% and the General Insurance Corporation of India and other government-owned general insurance companies held 1.8% of our outstanding equity shares. See also “Business—Shareholding Structure and Relationship with the Government of India”. Any substantial sale of our equity shares by these or other large shareholders could adversely affect the price of our equity shares and ADSs. Under the Indian Banking Regulation Act, no person holding shares in a banking company can exercise more than 10.0% of the total voting power. Deutsche Bank Trust Company Americas held approximately 29.1% of our equity shares at June 30, 2014 as depositary for ADS holders and votes on these shares in accordance with the directions of our board of directors. Pursuant to the provisions of the Banking Regulation Act as currently effective, Deutsche Bank Trust Company Americas can only vote 10.0% of our equity shares. After taking into consideration the restriction of 10.0%, the effective outstanding voting rights at June 30, 2014 for Deutsche Bank Trust Company Americas were 10.0%. An amendment to the Banking Regulation Act has increased the voting rights cap from 10.0% to 26.0%. However, this is pending notification by the Reserve Bank of India.

Conditions in the Indian securities market may adversely affect the price or liquidity of our equity shares and ADSs.

The Indian securities markets are smaller and more volatile than securities markets in developed economies. In the past, the Indian stock exchanges have experienced high volatility and other problems that have affected the market price and liquidity of the listed securities, including temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In April 2003, the decline in the price of the equity shares of a leading Indian software company created volatility in the Indian stock markets and created temporary concerns regarding our exposure to the equity markets. On May 17, 2004, the Bombay Stock Exchange Sensex fell by 565 points from 5,070 to 4,505, creating temporary concerns regarding our exposure to the equity markets. Both the BSE and the NSE halted trading on the exchanges on May 17, 2004 in view of the sharp fall in prices of securities. The Indian securities markets experienced rapid appreciation during fiscal 2006 but underwent a sharp correction in May 2006. The markets experienced a recovery thereafter and the BSE Sensex reached an all-time high of 20,873 on January 8, 2008 but subsequently experienced a sharp correction, with the BSE Sensex declining to 8,160 on March 9, 2009. In the 24 months since then, the equity markets had recovered with the BSE Sensex at 19,445 at March 31, 2011. However, the European debt crisis, volatile crude oil prices and concerns on growth in India caused a decline in the domestic equity markets with the BSE Sensex at 17,404 at March 30, 2012, which recovered to 18,836 at March 29, 2013 and further to 22,254 at March 31, 2014. In recent years, there have been changes in laws and regulations regulating the taxation of dividend income, which have impacted the Indian equity capital markets. See also “Dividends”.

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Similar problems or changes in the future could adversely affect the market price and liquidity of our equity shares and ADSs.

We are subject to regulatory restrictions on the payment of dividend to shareholders. Any change in such restrictions or increase in capital requirements may have an impact on our dividend payout to our equity share and ADS holders.

The Reserve Bank of India has prescribed limits on the dividend payout ratio of banks in India linked to certain parameters such as the risk-based capital ratio and net non-performing assets ratio. Under the Reserve Bank of India’s Basel III guidelines, banks are subject to higher minimum capital requirements and must maintain a capital conservation buffer above the minimum requirements to avoid restrictions on capital distributions and discretionary bonus payments. Any change in restrictions on payment of dividend or capital requirements may limit our ability to pay dividends to our equity share and ADS holders.

Settlement of trades of equity shares on Indian stock exchanges may be subject to delays.

The equity shares represented by ADSs are currently listed on the BSE and the NSE. Settlement on those stock exchanges may be subject to delays and an investor in equity shares withdrawn from the depositary facility upon surrender of ADSs may not be able to settle trades on such stock exchanges in a timely manner. See also “—Conditions in the Indian securities market may adversely affect the price or liquidity of our equity shares and ADSs”.

Changes in Indian regulations on foreign ownership, a change in investor preferences or an increase in the number of ADSs outstanding could adversely affect the price of our equity shares and ADSs.

ADSs issued by companies in certain emerging markets, including India, may trade at a discount or a premium to the underlying equity shares, in part because of the restrictions on foreign ownership of the underlying equity shares. See also “Restriction on Foreign Ownership of Indian Securities”. Historically, our ADSs have generally traded at a small premium to the trading price of our underlying equity shares on the Indian stock exchanges. See also “Market Price Information”. We believe that this price premium resulted from the limited portion of our market capitalization represented by ADSs, restrictions imposed by Indian law on the conversion of equity shares into ADSs and an apparent preference among some investors to trade dollar-denominated securities. In fiscal 2006 and fiscal 2008, we conducted offerings of ADSs which increased the number of outstanding ADSs and we may conduct similar offerings in the future. Also, over time, some of the restrictions on the issuance of ADSs imposed by Indian law have been relaxed. As a result, any premium enjoyed by ADSs as compared to the equity shares may be reduced or eliminated as a result of offerings made or sponsored by us, changes in Indian law permitting further conversion of equity shares into ADSs or a change in investor preferences.

Because the equity shares underlying ADSs are quoted in rupees in India, you may be subject to potential losses arising out of exchange rate risk on the Indian rupee.

Investors who purchase ADSs are required to pay for ADSs in U.S. dollars and are subject to currency fluctuation risk and convertibility risks since the equity shares underlying ADSs are quoted in rupees on the Indian stock exchanges on which they are listed. Dividends on the equity shares will also be paid in rupees and then converted into U.S. dollars for distribution to ADS investors. Investors who seek to convert the rupee proceeds of a sale of equity shares withdrawn upon surrender of ADSs into foreign currency and repatriate the foreign currency may need to obtain the approval of the Reserve Bank of India for each such transaction. See also “—Your ability to sell in India any equity shares withdrawn from the depositary facility, the conversion of rupee proceeds from such sale into a foreign currency and the repatriation of such foreign currency may be subject to delays if specific approval of the Reserve Bank of India is required” and “Exchange Rates”.

You may be subject to Indian taxes arising out of capital gains.

Generally, capital gains, whether short-term or long-term, arising on the sale of the underlying equity shares in India are subject to Indian capital gains tax. Investors are advised to consult their own tax advisers and to carefully consider the potential tax consequences of an investment in ADSs. See also “Taxation—Indian Tax”.

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There may be less company information available in Indian securities markets than in securities markets in the United States.

There is a difference between India and the United States in the level of regulation and monitoring of the securities markets and the activities of investors, brokers and other market participants. The Securities and Exchange Board of India is responsible for improving disclosure and regulating insider trading and other matters for the Indian securities markets. There may, however, be less publicly available information about Indian companies than is regularly made available by public companies in the United States.

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BUSINESS

Overview

We are a diversified financial services group offering a wide range of banking and financial services to corporate and retail customers through a variety of delivery channels. We are the largest private sector bank in India in terms of total assets. Apart from banking products and services, we offer life and general insurance, asset management, securities brokering and private equity products and services through our specialized subsidiaries. Our total assets at year-end fiscal 2014 were Rs. 7,475.3 billion. Our consolidated capital and reserves at year-end fiscal 2014 were Rs. 764.3 billion. In fiscal 2014, we earned a net profit of Rs. 110.4 billion compared to Rs. 96.0 billion in fiscal 2013.

Our primary business consists of commercial banking operations for corporate and retail customers. We provide a range of commercial banking and project finance products and services, including loan products, fee and commission-based products and services, deposit products and foreign exchange and derivatives products to India’s leading corporations, middle market companies and small and medium enterprises. Our commercial banking operations for retail customers consist of retail lending and deposit taking and distribution of third party investment products. We also offer agricultural and rural banking products. We deliver our products and services through a variety of channels, including bank branches, ATMs, call centers, the internet and mobile phones. ICICI Bank had a network of 3,753 branches and 11,315 ATMs in India at year-end fiscal 2014.

In our international banking operations, our primary focus is on offering products and services to the Indian diaspora, Indian businesses, select local businesses and multi-national corporations and insured mortgage products in our Canadian subsidiary as well as offering deposit products to the larger community. ICICI Bank’s overseas branches take deposits, raise borrowings and make loans primarily to Indian companies for their overseas operations as well as for their foreign currency requirements in India. They also engage in advisory and syndication activities for fund-raising by Indian companies and their overseas operations. We currently have banking subsidiaries in the United Kingdom, Canada and Russia, branches in Singapore, Dubai, Sri Lanka, Hong Kong, Qatar, the United States and Bahrain and representative offices in China, the United Arab Emirates, Bangladesh, South Africa, Malaysia and Indonesia. Our subsidiary in the United Kingdom has established a branch in each of Antwerp, Belgium and Frankfurt, Germany.Our subsidiaries in the United Kingdom and Canada and our branches in Bahrain, Singapore and Hong Kong have the largest share of our international assets and liabilities. See also “Risk factors— Risks Relating to Our Business — We experienced rapid international growth in earlier years which has increased the complexity of the risks that we face”.

Our treasury operations include the maintenance and management of regulatory reserves, proprietary trading in equity and fixed income and a range of foreign exchange and derivatives products and services for corporate customers, such as forward contracts and interest rate and currency swaps. We take advantage of movements in markets to earn treasury income. Our overseas branches and subsidiaries also have investments in credit derivatives, bonds of non-India financial institutions and asset backed securities.

We are also engaged in insurance, asset management, securities business and private equity fund management through specialized subsidiaries. Our subsidiaries ICICI Prudential Life Insurance Company, ICICI Lombard General Insurance Company and ICICI Prudential Asset Management Company provide a wide range of life and general insurance and asset management products and services to retail and corporate customers. ICICI Prudential Life Insurance Company was the largest private sector life insurance company in India during fiscal 2014, with a market share of 7.2% in new business written (on retail weighted new business premium basis) according to Insurance Regulatory and Development Authority. ICICI Prudential Pension Funds Management Company Limited, a 100% subsidiary of ICICI Prudential Life Insurance Company, is one of the fund managers for the pension assets of Indian citizens (other than the mandated pension funds of government employees) under the National Pension System. This pension scheme was launched by the Indian government in 2004 for all citizens on a voluntary basis, and has allowed professional fund managers to invest the scheme’s funds since 2008. ICICI Lombard General Insurance Company was the largest private sector general insurance company in India during fiscal 2014, with a market share of 9.4% in gross written premium according to Insurance Regulatory and Development Authority. ICICI Prudential Asset Management Company manages the ICICI Prudential Mutual Fund, which was the second largest mutual fund in India in terms of average funds under management for the three months ended March 31, 2014 according to Association of Mutual Funds in India. We cross-sell the products of our insurance and asset management subsidiaries and of other asset management companies to our retail and corporate customers. Our

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subsidiaries ICICI Securities Limited and ICICI Securities Primary Dealership Limited are engaged in equity underwriting and brokerage and primary dealership in government securities and fixed income market operations, respectively. ICICI Securities owns icicidirect.com, a leading online brokerage platform. ICICI Securities Limited has a subsidiary in the United States, ICICI Securities Holdings Inc. that in turn has an operating subsidiary in the United States, ICICI Securities Inc., which is engaged in brokerage services. Our private equity fund management subsidiary, ICICI Venture Funds Management Company, manages funds that make private equity investments. In fiscal 2013, ICICI Bank, in partnership with domestic and international banks and financial institutions, launched India’s first infrastructure debt fund structured as a non-banking finance company in which ICICI Bank and a wholly owned subsidiary together have a shareholding of 31.0%.

Our legal name is ICICI Bank Limited but we are known commercially as ICICI Bank. We were incorporated on January 5, 1994 under the laws of India as a limited liability corporation. The duration of ICICI Bank is unlimited. Our principal corporate office is located at ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051, India, our telephone number is +91 22 2653 1414 and our web site address is www.icicibank.com. None of the contents of our and our subsidiaries’ websites are incorporated in this annual report. Our agent for service of process in the United States is Mr. Akashdeep Sarpal, Joint General Manager, ICICI Bank Limited, New York Branch, 500 Fifth Avenue, Suite 2830, New York, New York 10110.

History

ICICI was formed in 1955 at the initiative of the World Bank, the government of India and Indian industry representatives. The principal objective was to create a development financial institution for providing medium-term and long-term project financing to Indian businesses. Until the late 1980s, ICICI primarily focused its activities on project finance, providing long-term funds to a variety of industrial projects. With the liberalization of the financial sector in India in the 1990s, ICICI transformed its business from a development financial institution offering only project finance to a diversified financial services provider that, along with its subsidiaries and other group companies, offered a wide variety of products and services. As India’s economy became more market-oriented and integrated with the world economy, ICICI capitalized on the new opportunities to provide a wider range of financial products and services to a broader spectrum of clients.

ICICI Bank was incorporated in 1994 as a part of the ICICI group. ICICI Bank’s initial equity capital was contributed 75.0% by ICICI and 25.0% by SCICI Limited, a diversified finance and shipping finance lender of which ICICI owned 19.9% at December 1996. Pursuant to the merger of SCICI into ICICI, ICICI Bank became a wholly owned subsidiary of ICICI. Effective March 10, 2001, ICICI Bank acquired Bank of Madura, a private sector bank, in an all-stock merger.

The issue of universal banking, which in the Indian context means conversion of long-term lending institutions such as ICICI into commercial banks, had been discussed at length in the late 1990s. Conversion into a bank offered ICICI the ability to accept low-cost demand deposits and offer a wider range of products and services, and greater opportunities for earning non-fund based income in the form of banking fees and commissions. ICICI Bank also considered various strategic alternatives in the context of the emerging competitive scenario in the Indian banking industry. ICICI Bank identified a large capital base and size and scale of operations as key success factors in the Indian banking industry. In view of the benefits of transformation into a bank and the Reserve Bank of India’s pronouncements on universal banking, ICICI and ICICI Bank decided to merge.

At the time of the merger, both ICICI Bank and ICICI were publicly listed in India and on the New York Stock Exchange. The amalgamation was approved by each of the boards of directors of ICICI, ICICI Personal Financial Services, ICICI Capital Services and ICICI Bank at their respective board meetings held on October 25, 2001. The amalgamation was approved by ICICI Bank’s and ICICI’s shareholders at their extraordinary general meetings held on January 25, 2002 and January 30, 2002, respectively. The amalgamation was approved by the High Court of Gujarat at Ahmedabad on March 7, 2002 and by the High Court of Judicature at Bombay on April 11, 2002. The amalgamation was approved by the Reserve Bank of India on April 26, 2002. The amalgamation became effective on May 3, 2002. The date of the amalgamation for accounting purposes under Indian GAAP was March 30, 2002.

The Sangli Bank Limited, an unlisted private sector bank, merged with ICICI Bank with effect from April 19, 2007. On the date of acquisition, the Sangli Bank had over 190 branches and extension counters, total assets of Rs. 17.6 billion, total deposits of Rs. 13.2 billion and total loans of Rs. 2.0 billion.

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The Bank of Rajasthan, a listed Indian private sector bank, merged with ICICI Bank with effect from the close of business on August 12, 2010. At August 12, 2010, the Bank of Rajasthan had total assets of Rs. 156.0 billion, deposits of Rs. 134.8 billion, loans of Rs. 65.3 billion and investments of Rs. 71.0 billion. During fiscal 2010, it incurred a loss of Rs. 1.0 billion. The Bank of Rajasthan was also a sponsoring entity of a regional rural bank called Mewar Anchalik Gramin Bank, with a holding of 35%. This holding was transferred to ICICI Bank pursuant to the merger. Mewar Anchalik Gramin Bank had 60 branches with total deposits of Rs. 6.2 billion and total loans of Rs. 2.8 billion at year-end fiscal 2014. It made a profit of Rs. 57 million in fiscal 2014. The Government of India has notified that Mewar Anchalik Gramin Bank and another regional rural bank, Marudhara Gramin Bank, were amalgamated into a single regional rural bank, Rajasthan Marudhara Gramin Bank. ICICI Bank does not have any shareholding in the new bank.

Shareholding Structure and Relationship with the Government of India

The following table sets forth, at June 30, 2014, certain information regarding the ownership of our equity shares.

	Percentage of Total Equity Shares Outstanding			Number of Equity Shares Held
Government Controlled Shareholders:
Life Insurance Corporation of India		8.3	%		95,969,997
General Insurance Corporation of India and government-owned general insurance companies		1.8			20,969,963
UTI and UTI Mutual Fund		0.9			9,950,471
Other government-controlled institutions, mutual funds, corporations and banks		0.0			634,275
Total government-controlled shareholders		11.0			127,524,706
Other Indian investors:
Individual domestic investors(1),(2)		4.9			56,785,349
Mutual funds and banks (other than government-controlled mutual funds and banks) (2)		7.4			85,151,076
Other Indian corporations and others(2)		7.2			83,205,876
Total other Indian investors		19.5			225,142,301
Total Indian investors		30.5			352,667,007
Foreign investors:
Deutsche Bank Trust Company Americas, as depositary for ADS holders		29.1			336,713,170
Dodge And Cox International Stock Fund		3.6			42,074,757
Europacific Growth Fund		2.7			31,318,399
Carmignac Gestion A\C Carmignac Patrimoine		1.6			18,256,935
Centaura Investments (Mauritius) PTE Ltd		1.2			13,809,852
Aberdeen Global Indian Equity (Mauritius) Limited		1.1			12,420,000
Other foreign institutional investors, foreign banks, overseas corporate bodies, foreign companies, foreign nationals, foreign institutional investors and non-resident Indians(2)		30.2			348,751,609
Total foreign investors		69.5			803,344,722
Total		100.0			1,156,011,729

(1) Executive officers and directors (including non-executive directors) as a group held about 0.08% of ICICI Bank’s equity shares at June 30, 2014.

(2) No single shareholder in this group owned 5.0% or more of ICICI Bank’s equity shares as of this date.

The holding of government-controlled shareholders was 11.0% at June 30, 2014 against 10.5% at June 30, 2013 and 12.9% at June 30, 2012. The holding of Life Insurance Corporation of India was 8.3% at June 30, 2014 against 7.5% at June 30, 2013, and 9.3% at June 30, 2012.

We operate as an autonomous commercial enterprise and the Indian government has never directly held any of our shares. We are not aware of or a party to any shareholders’ agreement or voting trust relating to the ownership of

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the shares held by the government-controlled shareholders. We do not have any agreement with our government-controlled shareholders regarding management control, voting rights, anti-dilution or any other matter. Our Articles of Association provide that the government of India is entitled, pursuant to the provisions of guarantee agreements between the government of India and ICICI, to appoint a representative to our Board. The government of India has appointed one representative to our Board. We have traditionally invited a representative of each of the government-controlled insurance companies that are among our principal institutional shareholders, Life Insurance Corporation of India and General Insurance Corporation of India to join our Board. There is currently a representative of Life Insurance Corporation of India but no representative of General Insurance Corporation of India on our Board. See “Management—Directors and Executive Officers” for a discussion of the composition of our Board of Directors.

The holding of other Indian investors was 19.5% at June 30, 2014 against 20.8% at June 30, 2013 and 24.4% at June 30, 2012. The total holding of Indian investors was 30.5% at June 30, 2014 against 31.3% at June 30, 2013 and 37.3% at June 30, 2012. The holding of foreign investors was 69.5% at June 30, 2014 against 68.7% at June 30, 2013 and 62.7% at June 30, 2012. See “Supervision and Regulation—Reserve Bank of India Regulations—Ownership Restrictions”. Deutsche Bank Trust Company Americas holds the equity shares represented by 168 million American Depositary Receipts outstanding as depositary on behalf of the holders of the American Depositary Shares. The American Depositary Shares are listed on the New York Stock Exchange. Under the Indian Banking Regulation Act, no person holding shares in a banking company can exercise more than 10.0% of the total voting power. This means that Deutsche Bank Trust Company Americas (as depositary), which held approximately 29.1% of our equity shares at June 30, 2014 against 29.2% at June 30, 2013 and 27.4% at June 30, 2012 could only vote 10.0% of our equity shares, in accordance with the directions of our Board of Directors. An amendment to the Banking Regulation Act approved by the Indian Parliament in fiscal 2013 has increased the voting rights cap to 26.0%. However, this is not yet effective pending notification in the government of India’s official gazette. See “Overview of the Indian Financial Sector—Recent Structural Reforms— Amendments to the Banking Regulation Act”. Except as stated above, no shareholder has differential voting rights.

Strategy

The key elements of our business strategy are to:

· focus on opportunities for sustainable profitable growth by:

· enhancing our retail and corporate franchise

· maintaining the proportion of current and savings account and retail term deposits in our domestic deposit base;

· building a rural & inclusive banking franchise; and

· strengthening our insurance, asset management and securities businesses;

· emphasize conservative risk management practices;

· use technology for competitive advantage; and

· attract and retain talented professionals.

Following the financial and economic crisis in fiscal 2009, we focused on capital conservation, liquidity management and risk containment. We tightened our lending norms, especially in the unsecured retail segment and moderated our credit growth. We expanded our branch network with a focus on increasing our low cost and retail deposit base. At the same time, we maintained a strict control on operating expenses.

From fiscal 2011, we focused on growing our loan book by capitalizing on selected credit segments such as mortgages, secured retail loans and project finance, mobilizing low cost current account and savings deposits, reducing credit costs, optimizing operating expenses and improving our customer service capabilities. Considering the challenging economic environment during fiscal 2013 and fiscal 2014 and a sharp slowdown in economic growth in India, our strategic focus was to maintain an optimal balance among profitability, risk management and

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growth across various businesses. During this period, we adopted a cautious approach to incremental lending while closely monitoring asset quality.

Our objective going forward will be to leverage our capital base for profitable growth, while sustaining the improvements in our deposit profile, cost ratios and credit quality. As we grow our businesses, meeting customer expectation on service quality will be a critical element of our strategy.

Overview of Our Products and Services

We offer products and services in the commercial banking area to corporate and retail customers, both domestic and international. We also undertake treasury operations and offer treasury-related products and services to our customers. We are also engaged in insurance, asset management, securities business venture capital and private equity fund management through specialized subsidiaries.

Commercial Banking for Retail Customers

Our commercial banking operations for retail customers consist of retail lending and deposits, credit cards, depositary share accounts, distribution of third party investment and insurance products, other fee-based products and services, and the issuance of unsecured redeemable bonds.

Retail Lending Activities

Our retail lending activities include home loans, automobile loans, commercial business loans (including primarily commercial vehicle loans), business banking loans (including dealer funding and small ticket loans to small businesses), personal loans, credit cards, loans against time deposits, loans against securities, jewel loans and retail lending in rural markets. We also fund dealers who sell automobiles, consumer durables and commercial vehicles. The retail portfolio increased from Rs. 1,290.2 billion constituting 38.1% of gross loans at year-end fiscal 2013 to Rs. 1,621.3 billion constituting 40.9% of gross loans at year-end fiscal 2014. This was driven by growth in secured retail lending categories like mortgages, automobile loans and business banking loans, resulting in an increase in the retail portfolio. We also selectively offer unsecured products such as personal loans and credit cards to our customers. Our retail loans also include rural and agricultural loan products. We believe that retail credit has a robust long-term growth potential due to rising income levels and the expansion of the middle class.

Our retail asset products are generally fixed rate products repayable in equated monthly installments other than our floating rate home loan portfolio, where any change in the benchmark rate to which the rate of interest on the loan is referenced is passed on to the borrower on the first day of the succeeding quarter or succeeding month, as applicable. Any decrease in the rate of interest payable on floating rate home loans is generally implemented by an acceleration of the repayment schedule, keeping the monthly installment amount unchanged. Any increase in the rate of interest payable on floating rate home loans is generally effected in the first instance by an extension of the repayment schedule, keeping the monthly installment amount unchanged, and based on certain criteria, by changing the monthly installment amount. See also “Risk Factors—Risks Relating to Our Business—Our banking and trading activities are particularly vulnerable to interest rate risk and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance”.

Commercial Banking for Rural and Agricultural Customers

The Reserve Bank of India’s directed lending norms also require us to lend a portion of advances to the rural and agricultural sector. See also “—Loan Portfolio—Directed Lending”. Our rural banking operations include serving the financial requirements of customers in rural and semi-urban locations, primarily engaged in agriculture and allied activities. We provide corporate banking products and services to corporate clients engaged in agriculture-linked businesses. We finance suppliers and vendors of corporations and medium enterprises engaged in agriculture-linked businesses. We have also strengthened our relationships with co-operatives that are constituted by farmers. We offer financial solutions to farmers, commodity traders and processors and to micro-finance institutions. We also provide loans against warehouse receipt finance and loans to self help groups. As per the Reserve Bank of India requirements, we have formulated a board-approved financial inclusion plan to facilitate opening of basic deposit accounts for customers in rural and unbanked areas. Rural banking presents significant challenges in terms of geographical coverage and high unit transaction costs. We are exploring various models for operating through lower cost secured structures in rural locations, including technology-based channels, and have opened 448 low-cost

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branches in rural locations, which offer basic banking services to rural customers. See also “Risk Factors—Risks Relating to Our Business—Entry into new businesses or expansions of existing businesses may expose us to increased risks that may adversely affect our business”.

The following table sets forth, at the dates indicated, the break-down of our gross (net of write-offs) retail finance portfolio.

	At March 31,
	2012		2013		2014		2014		2014
	(Rs. in billions)						(% share)		(US$ in millions)
Home loans	Rs.	638.3	Rs.	744.6	Rs.	891.1	55.0	%	US$	14,852
Automobile loans		94.7		115.9		155.1	9.6			2,586
Commercial business loans		180.7		151.2		125.3	7.7			2,088
Business banking(1)		47.3		44.7		57.8	3.5			962
Others(2),(3)		119.5		139.1		268.5	16.6			4,475
Total secured retail finance portfolio		1,080.5		1,195.5		1,497.8	92.4	%		24,963
Personal loans		29.6		31.8		46.9	2.9			782
Business banking(1)		25.8		22.7		25.4	1.6			422
Credit card receivables		46.0		36.4		36.2	2.2			603
Others(2)		2.0		3.8		15.0	0.9			251
Total unsecured retail finance portfolio		103.4		94.7		123.5	7.6	%		2,058
Total retail finance portfolio	Rs. 1,183.9		Rs. 1,290.2		Rs. 1,621.3		100.0	%	US$27,021

(1) Includes dealer financing and small ticket loans to small businesses.

(2) Includes rural loans and loans against securities.

(3) Includes loans against foreign currency non-resident (bank) deposits of Rs. 82.4 billion at March 31, 2014.

Our unsecured retail portfolio primarily includes personal loans and loans against credit card receivables. Following the global financial crisis leading to increase in interest rates, tightening liquidity and challenging macroeconomic environment and also changes in regulations pertaining to the use of recovery agents by banks, we witnessed higher than anticipated losses in the unsecured retail portfolio. We reduced incremental lending in personal loans and credit card issuances, resulting in a decline in the overall unsecured retail lending portfolio. Since fiscal 2013, we have been growing our personal loans and credit card lending portfolio, primarily by offering these products to existing customers of the Bank. During fiscal 2014, ICICI Bank’s personal loans disbursements were about 6.0% of total retail loan disbursements at Rs. 36.3 billion and the number of outstanding credit cards increased from around 2.9 million at year-end fiscal 2013 to about 3.2 million at year-end fiscal 2014. ICICI Bank’s personal loans typically range from Rs. 100,000 to Rs. 1,000,000 in size with tenors of 1-4 years and yields ranging from 13-18%. At year-end fiscal 2014, our personal loans portfolio was Rs. 46.9 billion compared to Rs. 31.8 billion at year-end fiscal 2013. The credit card receivables portfolio at year-end fiscal 2014 was Rs. 36.2 billion compared to Rs. 36.4 billion at year-end fiscal 2013. The proportion of unsecured retail loans in the total retail portfolio was 7.6% at year-end fiscal 2014 compared to 7.3% at year-end fiscal 2013 and 8.7% at year-end fiscal 2012.

We offer retail lending products primarily in India through ICICI Bank and our wholly owned subsidiary, ICICI Home Finance Company Limited. Our home loan portfolio includes both loans for the purchase and construction of homes as well as loans against property. Our policies for such loans are based on certain stipulated ratios such as the loan-to-value ratio and the ratio of fixed debt obligations to a borrower’s income. The Reserve Bank of India, through a guideline issued on July 1, 2013, has capped the loan-to-value ratio at 90% for home loans up to Rs. 2.0 million, at 80% for home loans between Rs. 2.0 million and Rs. 7.5 million and at 75% for home loans above Rs 7.5 million. The initial repayment term of such loans is 15 to 20 years with payments in the form of equated monthly installments. We conduct a part of our housing loan business through ICICI Home Finance Company.

Our banking subsidiary in Canada offers residential mortgages in the local market. The mortgages are insured and primarily have federal-backed insurance. At year-end fiscal 2014, ICICI Bank Canada held residential mortgages amounting to CAD 2,365 million (Rs. 128.4 billion) as compared to CAD 2,015 million (Rs. 107.7 billion) at year-end fiscal 2013. This includes mortgages of CAD 1,973 million (Rs. 107.1 billion) at year-end fiscal 2014 as compared to CAD 1,745 million (Rs. 93.2 billion) at year-end fiscal 2013 securitized under the Canadian

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National Housing Act – Mortgage Backed Securities program. We also undertake retail lending activities to a very limited extent in certain of our other overseas branches and subsidiaries.

Retail Deposits

Our retail deposit products include time deposits and savings account deposits. We also offer targeted products to specific customer segments such as high net worth individuals, defense personnel, trusts and businessmen, and have corporate salary account products. We offer current account (i.e., checking accounts for businesses) products to our small enterprise customers, who maintain balances with us. Further, we offer an international debit card in association with VISA International. At year-end fiscal 2014, we had a debit card base in excess of 22 million cards.

We are currently placing enhanced emphasis on increasing our current and savings account deposit base and improving the proportion of current and savings accounts in our total deposits. Expansion of our branch network in India is a critical element of this strategy.

For a description of the Reserve Bank of India’s regulations applicable to deposits in India and required deposit insurance, see “Supervision and Regulation—Reserve Bank of India Regulations—Regulations Relating to Deposits” and “Supervision and Regulation—Deposit Insurance”. For more information on the type, cost and maturity profile of our deposits, see “Business—Funding”.

Fee-Based Products and Services

Through our distribution network, we offer government of India savings bonds, insurance policies from ICICI Prudential Life Insurance Company and ICICI Lombard General Insurance Company, bullion and public offerings of equity shares and debt securities by Indian companies. We offer several card-based products such as credit cards, debit cards, prepaid cards, travel cards and commercial cards. We also offer a variety of mutual fund products from ICICI Prudential Asset Management Company and other select mutual funds. We levy services charges on deposit accounts.

We also offer foreign exchange products to retail customers including sale of currency notes, traveler’s checks and travel cards. We also facilitate retail inward remittances from foreign geographies.

As a depositary participant of the National Securities Depository Limited and Central Depository Services (India) Limited, we offer depositary share accounts to settle securities transactions in a dematerialized mode. Further, we are one of the banks designated by the Reserve Bank of India for issuing approvals to non-resident Indians and overseas corporate bodies to trade in shares and convertible debentures on the Indian stock exchanges.

Lending to Small and Medium Enterprises

We have segmented offerings for the small and medium enterprise sector while adopting a cluster based financing approach to fund small enterprises that have a homogeneous profile such as engineering, information technology, transportation and logistics and pharmaceuticals. We also offer supply chain financing solutions to the channel partners of corporate clients and business loans (in the form of cash credit/overdraft/term loans) to meet the working capital needs of small businesses. We are also proactively reaching out to small and medium enterprises through various initiatives such as the “SME toolkit” —an online business and advisory resource for small and medium enterprises; and the “Emerging India Awards” —a small and medium enterprises recognition platform. We also offer fee-based products and services including transaction banking services, documentary credits and guarantees to small and medium enterprises.

Commercial Banking for Corporate Customers

We provide a range of commercial and investment banking products and services to India’s leading corporations and middle market companies. Our product suite includes working capital and term loan products, fee and commission-based products and services, deposits and foreign exchange and derivatives products. The Corporate Banking Group focuses on origination and coverage of all corporate clients. The Corporate Banking Group comprises relationship and credit teams. The Commercial Banking Group is responsible for growing the trade services and transaction banking business through identified branches, while working closely with the corporate relationship teams. The Markets Group provides foreign exchange and other treasury products to corporations. The

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Project Finance Group focuses on origination of large project finance mandates. We seek to syndicate corporate and project financing among domestic and international banks and institutions.

Corporate Loan Portfolio

Our corporate loan portfolio consists of project and corporate finance (including structured finance and cross-border acquisition financing) and working capital financing. For further details on our loan portfolio, see “—Loan Portfolio—Loan Concentration”. For a description of our credit rating and approval system, see “—Risk Management—Credit Risk”.

Our project finance business consists principally of extending medium-term and long-term rupee and foreign currency loans to the manufacturing and infrastructure sectors. We also provide financing by way of investment in marketable instruments such as fixed rate and floating rate debentures. We generally have a security interest and first charge on the fixed assets of the borrower.

Our working capital financing consists mainly of cash credit facilities, overdraft, demand loans and non-fund based facilities including bill discounting, letters of credit and guarantees. For more details on our credit risk procedures, see “—Risk Management—Credit Risk”.

Fee and Commission-Based Activities

We generate fee income from our syndication, structured financing and project financing activities. We seek to leverage our project financing and structuring skills and our relationships with companies and financial institutions and banks to earn fee incomes from structuring and syndication.

We offer our corporate customers a wide variety of fee and commission-based products and services including documentary credits and standby letters of credit (called guarantees in India).

We also offer commercial banking services such as cash management services (such as collection, payment and remittance services), escrow, trust and retention account facilities, online payment facilities, custodial services and tax collection services on behalf of the government of India and the governments of Indian states. At year-end fiscal 2014, total assets held in custody on behalf of our clients (mainly foreign institutional investors, offshore funds, overseas corporate bodies and depositary banks for GDR investors) were Rs. 1,700.5 billion. As a registered depositary participant of National Securities Depository Limited and Central Depository Services (India) Limited, the two securities depositaries operating in India, we also provide electronic depositary facilities to investors.

Corporate Deposits

We offer a variety of deposit products to our corporate customers including current accounts, time deposits and certificates of deposits. For more information on the type, cost and maturity profile of our deposits, see “—Business—Funding”.

Foreign Exchange and Derivatives

We provide customer specific products and services, which cater to risk hedging needs of corporations at domestic and international locations, arising out of currency and interest rate fluctuations. The products and services include:

· Foreign Exchange Products

Products include cash, spot and forwards transactions. We offer customized hedging and trading solutions to clients, on the basis of their business needs. These products are offered in India and across our international locations covering a number of time zones.

· Derivatives

We offer derivative products including interest rate swaps, currency swaps, options and currency futures. We provide market making in interest rate and currency derivatives in all G7 currencies.

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Commercial Banking for International Customers

Our strategy for growth in international markets is based on leveraging home country links and technology for international expansion in selected international markets. Our international strategy is focused on building a retail deposit franchise in geographies where we have such licenses, meeting the foreign currency needs of our Indian corporate clients, taking select non-India trade finance exposures linked to imports to India, carrying out select local lending and achieving the status of the preferred nonresident Indian community bank in key markets. We also seek to build stable wholesale funding sources and strong syndication capabilities to support our corporate and investment banking business, and to expand private banking operations for India-centric asset classes.

We currently have subsidiaries in the United Kingdom, Canada and Russia, branches in Bahrain, Dubai International Finance Center, Hong Kong, Singapore, Sri Lanka, Qatar Financial Centre and the United States and representative offices in Bangladesh, China, Indonesia, Malaysia, South Africa and the United Arab Emirates. Our subsidiary in the United Kingdom has established a branch in Antwerp, Belgium and a branch in Frankfurt, Germany.

Many of the commercial banking products that we offer through our overseas branches and subsidiaries, as well as to international customers from our domestic network, such as debt financing, trade finance and letters of credit, are similar to the products offered to our customers in India. Some of the products and services that are unique to international customers are:

· Remittance services: Remittances into India were US$ 70.0 billion in calendar year 2014, with India being the largest remittance receiving country in the world. We recognized the remittance opportunity early on in the decade and started offering a host of remittance services tailored to meet the needs of diverse customer segments. To facilitate easy transfer of funds to India, we offer a suite of online as well as offline money transfer services that enable non-resident Indians from across 50 countries worldwide to send money to any beneficiary in India with a wide choice of delivery channels including electronic transfers to accounts with over 100,000 bank branches in India. With partnerships with over 200 correspondent banks and exchange houses worldwide, ICICI Bank is a significant participant in facilitating cross-border remittance flows into India.

· TradeWay: An Internet-based document collection product to provide correspondent banks access to real-time online information on the status of their export bills collections routed through us.

· Remittance Tracker: An Internet-based application that allows a correspondent bank to check on the status of its payment instructions and to get various information reports online.

· Offshore banking deposits: Multi-currency deposit products in U.S. dollar, pound sterling and euro.

· Foreign currency non-resident deposits: Foreign currency deposits offered in nine main currencies —U.S. dollar, pound sterling, euro, yen, Canadian dollar, Singapore dollar, Australian dollar, Hong Kong dollar and Swiss franc.

· Non-resident external fixed deposits: Deposits maintained in Indian rupees.

· Non-resident external savings account: Savings accounts maintained in Indian rupees.

· Non-resident ordinary savings accounts and non-resident ordinary fixed deposits.

Total assets (net of inter-office balances) of ICICI Bank’s overseas branches at year-end fiscal 2014 were Rs. 1,046.4 billion and total advances were Rs. 897.0 billion compared to total assets of Rs. 935.1 billion and total advances were Rs. 733.6 billion at year-end fiscal 2013. The increase in assets and advances of ICICI Bank’s overseas branches at year-end fiscal 2014 compared to year-end fiscal 2013 primarily reflects the depreciation of the rupee against the U.S. dollar by 10.1% during fiscal 2014 and loans against foreign currency non-resident (bank) deposits. Our overseas branches are primarily funded by debt capital market borrowings, syndicated/bilateral loans and borrowings from external commercial agencies. See also “Risk Factors—Risks Relating to Our Business—Our funding is primarily short-term and if depositors do not roll over deposited funds upon maturity, our business could be adversely affected”.

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Our subsidiaries in the United Kingdom and Canada are full service banks offering retail and corporate banking services. In the United Kingdom and Canada, our subsidiaries offer direct banking using the internet as the access channel.

At year-end fiscal 2014, ICICI Bank UK PLC had 11 branches, including one in Belgium and one in Germany and total assets of US$ 4 billion. ICICI Bank UK made a net profit of US$ 25 million during fiscal 2014, compared to US$ 14 million during fiscal 2013.

At year-end fiscal 2014, ICICI Bank Canada had nine branches and total assets of CAD 5 billion. ICICI Bank Canada made a net profit of CAD 48 million in fiscal 2014 as compared to CAD 44 million in fiscal 2013.

At year-end fiscal 2014, ICICI Bank Eurasia Limited Liability Company had one branch and total assets of US$ 120 million. ICICI Bank Eurasia Limited Liability Company made a net profit of US$ 2 million in fiscal 2014 as compared to US$ 6 million in fiscal 2013.

See also “Risk Factors—Risks Relating to India and Other Economic and Market Risks—Financial instability in other countries, particularly emerging market countries and countries where we have established operations, could adversely affect our business and the price of our equity shares and ADSs” and “Risk Factors—Risks Relating to Our Business—We have experienced rapid international growth in earlier years, which has increased the complexity of the risks that we face”.

Delivery Channels

We deliver our products and services through a variety of channels, ranging from traditional bank branches to ATMs, call centers and the Internet. At year-end fiscal 2014, we had a network of 3,753 branches across several Indian states.

As a part of its branch licensing conditions, the Reserve Bank of India has stipulated that at least 25.0% of our branches must be located in tier 5 and tier 6 centers. See also “Supervision and Regulation—Regulation Relating to the opening of Branches and Automated Teller Machines”. The following table sets forth the number of branches broken down by area at year-end fiscal 2014.

	At March 31, 2014
	Number of branches and extension counters		% of total
Metropolitan		935		24.9	%
Urban		865		23.0	%
Semi-urban		1,114		29.7	%
Rural		839		22.4	%
Total branches and extension counters		3,753		100.0	%

At year-end fiscal 2014, we had 11,315 ATMs, of which 3,874 were located at our branches. During fiscal 2014, we opened 653 branches, of which 374 branches were located in tier 5 and tier 6 centers. We expect our branch network to become key points of customer acquisition and service. Accordingly, during fiscal 2011, we changed our organization structure to provide greater empowerment to our branches. The branch network is expected to serve as an integrated channel for deposit mobilization and selected retail asset origination. Through our website, www.icicibank.com, we offer our customers online access to account information, payment and fund transfer facilities and internet banking business for our corporate clients. We provide telephone banking services through our call centers. We also provide mobile banking services and plan to focus on further strengthening these delivery channels.

Investment Banking

Our investment banking operations principally consist of ICICI Bank’s treasury operations and the operations of ICICI Securities Primary Dealership Limited and ICICI Securities Limited.

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Treasury

Through our treasury operations, we seek to manage our balance sheet, including the maintenance of required regulatory reserves, and to optimize profits from our trading portfolio by taking advantage of market opportunities. Our domestic trading and securities portfolio includes our regulatory reserve portfolio, as there is no restriction on active management of our regulatory reserve portfolio. Our treasury operations include a range of products and services for corporate and small enterprise customers, such as forward contracts and interest rate and currency swaps, and foreign exchange products and services. See also “—Commercial Banking for Corporate Customers—Foreign Exchange and Derivatives”.

Our treasury undertakes liquidity management by seeking to maintain an optimum level of liquidity and complying with the cash reserve ratio requirement and ensuring the smooth functioning of all our branches. We maintain a balance between interest-earning liquid assets and cash to optimize earnings and undertake reserve management by maintaining statutory reserves, including the cash reserve ratio and the statutory liquidity ratio. At year-end fiscal 2014, ICICI Bank was required to maintain the statutory liquidity ratio requirement percentage at 23% of its domestic net demand and time liabilities by way of approved securities such as government of India securities and state government securities. ICICI Bank maintains the statutory liquidity ratio through a portfolio of government of India securities that it actively manages to optimize the yield and benefit from price movements. The Reserve Bank of India in its policy dated June 3, 2014 reduced the statutory liquidity ratio by 50 basis points from 23.0% to 22.5% with effect from the fortnight beginning June 14, 2014. Further, as a prudent liquidity management strategy, ICICI Bank generally maintains excess investments in securities eligible for classification under the statutory liquidity ratio requirement. See also “Supervision and Regulation—Legal Reserve Requirements”.

ICICI Bank engages in domestic investments and foreign exchange operations from a centralized trading floor in Mumbai. As part of our treasury activities, we also maintain proprietary trading portfolios in domestic debt and equity securities and in foreign currency assets. Our treasury manages our foreign currency exposures and the foreign exchange and risk hedging derivative products offered to our customers and engages in proprietary trading in currencies. Our investment and market risk policies are approved by the Board of Directors.

ICICI Bank’s domestic investment portfolio is classified into three categories —held to maturity, available-for-sale and held for trading. Investments are classified as held to maturity subject to the current regulation issued by the Reserve Bank of India. Investments acquired by us with the intention to trade by taking advantage of the short-term price/interest rate movements are classified as held for trading. The investments which do not fall in the above two categories are classified as available-for-sale. Investments under the held for trading category should be sold within 90 days; in the event of inability to sell due to adverse factors including tight liquidity, extreme volatility or a uni-directional movement in the market, the unsold securities should be shifted to the available-for-sale category. Under each category the investments are classified under (a) government securities (b) other approved securities (c) shares (d) bonds and debentures (e) subsidiaries and joint ventures and (f) others. Investments classified under the held to maturity category are not marked to market and are carried at acquisition cost, unless the acquisition cost is more than the face value, in which case the premium is amortized over the period until maturity of such securities. At year-end fiscal 2014, 82.0% of ICICI Bank’s government securities portfolio was in the held to maturity category. The individual securities in the available-for-sale category are marked to market. Investments under this category are valued security-wise and depreciation/appreciation is aggregated for each classification. Net depreciation, if any, is provided for. Net appreciation, if any, is ignored. The individual securities in the held for trading category are accounted for in a similar manner as those in the available-for-sale category.

The following tables set forth, at the dates indicated, certain information related to our available-for-sale investments portfolio.

	At March 31, 2012
	Amortized cost		Gross unrealized gain		Gross unrealized loss			Fair value
	(in millions)
Corporate debt securities	Rs.	242,284	Rs.	3,741	Rs.	(3,265	)	Rs.	242,760
Government securities		227,890		250		(381	)		227,760
Other securities(1)		11,186		523		(88	)		11,621
Total debt investments		481,360		4,514		(3,734	)		482,141
Equity shares		29,646		5,626		(6,659	)		28,613
Other investments(2)		69,512		2,029		(8,734	)		62,808
Total	Rs.580,518		Rs.12,169		Rs.(19,127)			Rs.573,562

(1) Includes credit linked notes.

(2) Includes preference shares, mutual fund units, venture fund units and security receipts.

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	At March 31, 2013
	Amortized cost		Gross unrealized gain		Gross unrealized loss			Fair value
	(in millions)
Corporate debt securities	Rs.	169,497	Rs.	3,533	Rs.	(505	)	Rs.	172,525
Government securities		205,050		432		(152	)		205,330
Other securities(1)		94,512		708		(1,119	)		94,101
Total debt investments		469,059		4,673		(1,776	)		471,956
Equity shares		38,374		7,789		(8,090	)		38,073
Other investments(2)		37,564		2,413		(6,644	)		33,333
Total	Rs.544,997		Rs.14,875		Rs. (16,510)			Rs.543,362

(1) Includes credit linked notes.

(2) Includes preference shares, mutual fund units, venture fund units and security receipts.

	At March 31, 2014
	Amortized cost		Gross unrealized gain		Gross unrealized loss			Fair value
	(in millions)
Corporate debt securities	Rs.	117,214	Rs.	2,260	Rs.	(1,909	)	Rs.	117,565
Government securities		202,088		745		(535	)		202,298
Other securities		139,277		1,789		(829	)		140,237
Total debt investments		458,579		4,794		(3,273	)		460,100
Equity shares		38,307		12,176		(6,999	)		43,484
Other investments(1)		32,893		3,431		(5,942	)		30,382
Total	Rs.529,779		Rs.20,401		Rs. (16,214)			Rs.533,966

(1) Includes preference shares, mutual fund units, venture fund units and security receipts.

The investments in corporate debt securities decreased from Rs. 242.3 billion at year-end fiscal 2012 to Rs. 169.5 billion at year-end fiscal 2013, primarily due to the redemption/sale of debentures held by ICICI Bank and decrease in investment in corporate debt securities by ICICI Bank UK. The investments in other debt securities increased from Rs. 11.2 billion at year-end fiscal 2012 to Rs. 94.5 billion at year-end fiscal 2013, primarily due to increase in investment in India-linked pass through certificate securities. Other investments decreased from Rs. 69.5 billion at year-end fiscal 2012 to Rs. 37.6 billion at year-end fiscal 2013 primarily due to decrease in investment in mutual funds and security receipts.

The investments in corporate debt securities decreased from Rs. 169.5 billion at year-end fiscal 2013 to Rs. 117.2 billion at year-end fiscal 2014, primarily due to the redemption/sale of debentures and corporate bonds held by ICICI Bank and transfer of corporate bonds held by ICICI Bank Canada to loans and receivables during fiscal 2014. The investments in other debt securities increased from Rs. 94.5 billion at year-end fiscal 2013 to Rs. 139.3 billion at year-end fiscal 2014, primarily due to increase in investment in India-linked pass through certificate securities,

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offset, in part, by decrease in investment in commercial paper. Other investments decreased from Rs. 37.6 billion at year-end fiscal 2013 to Rs. 32.9 billion at year-end fiscal 2014 primarily due to decrease in investment in security receipts and preference shares.

Net unrealized gain on debt investments was Rs. 2.9 billion at year-end fiscal 2013 as compared to a net unrealized gain of Rs. 0.8 billion at year-end fiscal 2012, primarily due to net unrealized gain on corporate debt securities of Rs. 3.0 billion at year-end fiscal 2013 compared to net unrealized gain of Rs. 0.5 billion at year-end fiscal 2012. Net unrealized gain on corporate debt securities increased primarily due to a decrease in yield. The yield on 10-year government of India securities decreased from 8.57% at year-end fiscal 2012 to 7.96% at year-end fiscal 2013. Net unrealized loss on other securities was Rs. 0.4 billion at year-end fiscal 2013 compared to net unrealized gain of Rs. 0.4 billion at year-end fiscal 2012. Net unrealized loss on equity securities decreased from Rs. 1.0 billion at year-end fiscal 2012 to Rs. 0.3 billion at year-end fiscal 2013. Net unrealized losses on other investments decreased from Rs. 6.7 billion at year-end fiscal 2012 to Rs. 4.2 billion at year-end fiscal 2013 primarily due to a decrease in net unrealized losses on security receipts issued by asset reconstruction company on redemption of securitization trusts.

Net unrealized gain on debt investments was Rs. 1.5 billion at year-end fiscal 2014 as compared to a net unrealized gain of Rs. 2.9 billion at year-end fiscal 2013, primarily due to net unrealized gain on corporate debt securities of Rs. 0.4 billion at year-end fiscal 2014 compared to net unrealized gain of Rs. 3.0 billion at year-end fiscal 2013. Net unrealized gain on corporate debt securities decreased primarily due to an increase in yield. The yield on 10-year government of India securities increased from 7.96% at year-end fiscal 2013 to 8.80% at year-end fiscal 2014. Further, there was net unrealized gain on other debt securities of Rs. 1.0 billion at year-end fiscal 2014 compared to net unrealized loss of Rs. 0.4 billion at year-end fiscal 2013. Net unrealized gain on equity securities was Rs. 5.2 billion at year-end fiscal 2014 compared to a net unrealized loss on equity securities of Rs. 0.3 billion at year-end fiscal 2013. The benchmark equity index, the BSE Sensex, increased by 18.8% from 18,836 at year-end fiscal 2013 to 22,386 at year-end fiscal 2014. Net unrealized losses on other investments decreased from Rs. 4.2 billion at year-end fiscal 2013 to Rs. 2.5 billion at year-end fiscal 2014 primarily due to a decrease in net unrealized losses on security receipts issued by asset reconstruction company on redemption of securitization trusts and preference shares.

The following table sets forth, for the periods indicated, income from available-for-sale securities.

	Year ended March 31,
	2012			2013			2014			2014
	(in millions)
Interest	Rs.	30,688		Rs.	35,521		Rs.	35,837		US$	593
Dividend		5,866			3,142			1,393			23
Total	Rs.	36,554		Rs.	38,663		Rs.	37,230		US$	616
Gross realized gain		8,199			6,679			8,031		US$	133
Gross realized loss		(4,379	)		(1,197	)		(2,680	)		(44	)
Total	Rs.	3,820		Rs.	5,482		Rs.	5,351		US$	89

Interest and dividend income from our available-for-sale securities decreased from Rs. 38.7 billion in fiscal 2013 to Rs. 37.2 billion in fiscal 2014 primarily due to decrease in dividends received on investments in mutual funds in fiscal 2014 compared to fiscal 2013 due to decrease in investments in mutual funds. Interest and dividend income from our available-for-sale securities increased from Rs. 36.6 billion in fiscal 2012 to Rs. 38.7 billion in fiscal 2013 primarily due to an increase in yield on investments, offset, in part by decrease in dividends received on investments in mutual funds in fiscal 2013 compared to fiscal 2012.

The following table sets forth, at the date indicated, an analysis of the maturity profile of our investments in debt securities classified as available-for-sale investments, and yields thereon. This maturity profile is based on repayment dates and does not reflect re-pricing dates of floating rate investments.

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		At March 31, 2014
		Up to one year					One to five years					Five to ten years					More than ten years
		Amount	Yield				Amount	Yield				Amount	Yield				Amount	Yield
		(in millions, except percentages)
Corporate debt securities	Rs.	17,749		11.1	%	Rs.	41,811		8.3	%	Rs.	40,784		11.0	%	Rs.	16,870		9.0	%
Government securities		140,250		5.7			31,290		8.2			30,337		8.9			210		9.8
Other securities		33,566		8.1			65,658		8.5			18,915		8.5			21,138		7.6
Total amortized cost of interest-earning securities(1)	Rs.	191,565		6.6	%	Rs.	138,759		8.4	%	Rs.	90,036		9.8	%	Rs.	38,218		8.2	%
Total fair value	Rs.	191,843				Rs.	138,841				Rs.	90,650				Rs.	38,765

(1) Includes securities denominated in different currencies.

The amortized cost of our held to maturity portfolio amounted to Rs. 1,293.0 billion at year-end fiscal 2014, Rs. 1,154.2 billion at year-end fiscal 2013 and Rs. 1,042.7 billion at year-end fiscal 2012. Net unrealized loss on the held to maturity portfolio was Rs. 41.9 billion at year-end fiscal 2014 compared to net unrealized gain of Rs. 0.2 billion at year-end fiscal 2013 and net unrealized loss of Rs. 26.4 billion at year-end fiscal 2012. Net unrealized loss on government securities was Rs. 43.1 billion at year-end fiscal 2014 compared to Rs. 0.9 billion at year-end fiscal 2013 primarily due to an increase in yield on government securities. The yields on the benchmark 10-year government securities decreased from 8.57% at year-end fiscal 2012 to 7.96% at year-end fiscal 2013 and then increased to a high of 9.24% at August 19, 2013 following significant outflow of foreign portfolio funds, particularly debt funds. Yields remained volatile and elevated at above 8.00% levels thereafter and ended fiscal 2014 at 8.80%.

The fair value of investments in held-for-trading securities decreased to Rs. 247.3 billion at year-end fiscal 2014 compared to Rs. 286.8 billion at year-end fiscal 2013 primarily due to decrease in portfolio of corporate bonds and debentures and government securities. Interest and dividend income on held-for-trading securities decreased marginally from Rs. 16.0 billion in fiscal 2013 to Rs. 15.8 billion in fiscal 2014 reflecting decrease in held-for-trading portfolio, offset, in part, by increase in yield on the portfolio. Net realized and unrealized gain on held-for-trading portfolio decreased from Rs. 3.4 billion in fiscal 2013 to Rs. 1.9 billion in fiscal 2014 primarily due to lower gains on sale of our government and other domestic fixed income securities during fiscal 2014.

We have investment in equity shares amounting to Rs. 44.6 billion. The Reserve Bank of India restricts investments in equity securities by banks by prescribing limits linked to capital funds. See also “Supervision and Regulation—Reserve Bank of India Regulations—Regulations Relating to Investments and Capital Market Exposure Limits”.

In general, we pursue a strategy of active management of our long-term equity portfolio to maximize our return on investment. To ensure compliance with the Securities and Exchange Board of India’s insider trading regulations, all dealings in our equity and debt investments in listed companies are undertaken by our treasury’s equity and corporate bonds dealing desks, which are segregated from both the other groups and desks in the treasury and from our other business groups, and which do not have access to unpublished price sensitive information about these companies that may be available to us as a lender.

We deal in several major foreign currencies and take deposits from non-resident Indians in major foreign currencies. We also manage onshore accounts in foreign currencies. The foreign exchange treasury manages our portfolio through money market and foreign exchange instruments to optimize yield and liquidity.

We provide a variety of risk management products to our corporate and small and medium enterprise clients, including foreign currency forward contracts and currency and interest rate swaps. We control market risk and credit risk on our foreign exchange trading portfolio through an internal model which sets counterparty limits, stop-loss limits and limits on the loss of the entire foreign exchange trading operations and exception reporting. See also “Risk Management—Quantitative and Qualitative Disclosures About Market Risk—Exchange Rate Risk”.

Through our branches and subsidiaries outside India and our offshore banking unit in Mumbai, we have made investments in corporate and financial sector bonds and debt securities and mortgage and asset backed securities outside India.

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The following table sets forth, at the date indicated, investments in corporate and financial sector debt securities and mortgage and asset backed securities by our overseas branches and banking subsidiaries by region and the mark-to-market and realized losses thereon.

	At March 31, 2014
	Asset backed securities (1),(2)				Bonds(2),(3)				Others				Total
	Trading		Available-for-sale and held to maturity		Trading		Available-for-sale and held to maturity		Trading		Available-for-sale and held to maturity		Trading		Available-for-sale and held to maturity		Mark-to-market gain/ (loss) in fiscal 2014			Realized gain/(loss)/ Impairment loss in income statement for fiscal 2014			Mark-to-market gain/ (loss) at March 31, 2014
	(Rs. in millions)
U.S.		–		–		–		820		–		–		–		820		15			2			(5	)
Canada		737		117		–		32,997		–		1,198		737		34,312		(369	)		(1	)		390
Europe		–		9,818		–		–		–		1,198		–		11,016		543			(111	)		(1,377	)
India		–		–		–		30,602		–		–		–		30,602		(397	)		(75	)		(198	)
Rest of Asia		–		–		–		420		–		899		–		1,319		6			(32	)		0
Others		–		–		–		–		–		–		–		–		–			–			–
Total portfolio		737		9,935		–		64,839		–		3,295		737		78,069		(201	)		(217	)		(1,190	)

(1) Includes residential mortgage backed securities, commercial mortgage backed securities and other asset backed securities.

(2) Includes asset backed securities and bonds classified under loans and receivable by our UK subsidiary including those transferred in fiscal 2009 from investment to loans and receivables pursuant to Accounting Standard Board issuing amendments to “FRS 26 – ‘Financial Instruments: Recognition and Measurement’ which permitted reclassification of financial assets in certain circumstances from ‘held for trading’ and ‘available-for-sale categories’ to the ‘loans and receivables’ category.

(3) Includes corporate bonds classified under loans and receivables by our Canadian subsidiary during fiscal 2014.

Investments in corporate and financial sector debt securities and mortgage and asset backed securities by our overseas branches and banking subsidiaries increased from Rs. 60.7 billion at year-end fiscal 2013 to Rs. 78.8 billion at year-end fiscal 2014. Investment in asset backed securities increased from Rs. 9.6 billion at year-end fiscal 2013 to Rs. 10.6 billion at year-end fiscal 2014. We had no investment in funded credit derivatives at year-end fiscal 2014 compared to Rs. 0.8 billion at year-end fiscal 2013. Our bond portfolio increased from Rs. 47.6 billion at year-end fiscal 2013 to Rs. 64.8 billion at year-end fiscal 2014, primarily due to purchase of bonds by our Canadian and UK subsidiaries. Our investments in Europe increased from Rs. 10.7 billion at year-end fiscal 2013 to Rs. 11.0 billion at year-end fiscal 2014. The majority of our investments in Europe is in the United Kingdom.

The mark-to-market losses on our investment portfolio were Rs. 0.9 billion at year-end fiscal 2013 and Rs. 1.2 billion at year-end fiscal 2014. During fiscal 2014, there was a mark-to-market loss of Rs. 0.2 billion compared to a gain of Rs. 4.1 billion during fiscal 2013. Net realized and impairment loss was Rs. 0.2 billion during fiscal 2014 as compared to a net realized and impairment loss of Rs. 1.1 billion during fiscal 2013.

The following table sets forth a summary of the investment portfolio of our overseas branches and banking subsidiaries based on the category of investments.

	At March 31
Category	2013		2014
	(in millions)
Bonds
Banks and financial institutions	Rs.	15,831	Rs.	17,632
Corporate		31,727		47,207
Total bonds		47,558		64,839
Asset backed securities		9,608		10,672
Funded credit derivatives		803		..
Others(1)		2,714		3,295
Total	Rs.	60,683	Rs.	78,805

(1) Includes investments in certificates of deposits.

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Our investments in securities of banks and financial institutions is spread over a number of banks and of this the investment in the top 10 banks accounts for approximately 84.6% of the total investments in banks and financial institutions at year-end fiscal 2014 as compared to approximately 92.1% at year-end fiscal 2013. Approximately 32.9% of our investment in securities of corporate entities is India-linked at year-end fiscal 2014 as compared to approximately 31.2% at year-end fiscal 2013.

Our total investment in asset backed securities represents less than 0.5% of our total assets at year-end fiscal 2014. The portfolio size of such securities was Rs. 10.6 billion and primarily comprised retail mortgage backed securities of Rs. 9.6 billion, commercial mortgage backed securities of Rs. 0.1 billion and asset backed commercial paper of Rs. 0.7 billion. The retail mortgage backed securities portfolio consists primarily of UK residential mortgage backed securities portfolio backed by prime and buy-to-let mortgages. The asset backed commercial paper portfolio consists of investments made by ICICI Bank Canada in securities issued by securitization trusts. These trusts have in turn invested in various Canadian and United States assets.

At year-end fiscal 2014, the fair value of investments in the government securities held by our overseas branches and banking subsidiaries was Rs. 42.4 billion, primarily in Canada.

The investments in these securities are governed by the respective investment policies of ICICI Bank and its banking subsidiaries. To mitigate significant concentrations in credit risk, the investment policy lays down a number of limits that need to be adhered to before investments can be made. The investment policy lays down rating and issuer wise investment limits at each of these units. Further, there are counterparty limits for individual banks and financial institutions. Country exposure limits have also been established for various countries. In addition, ICICI Bank monitors the credit spread risk arising out of such investments while ICICI Bank UK has instituted credit spread sensitivity limits on its portfolio. Any exceptions to the above limits are made with due approvals from the appropriate forums. ICICI Bank has not bought credit protection against any of its international investments.

ICICI Securities Limited

ICICI Securities Limited is engaged in the business of broking (institutional and retail), merchant banking and advisory services. ICICI Securities Limited has an online share trading portal called icicidirect.com. The primary objective of icicidirect.com is to enable individuals to make investments and to offer a wide range of investment options by providing a seamless structure that integrates a customer’s bank account, demat account and trading account. ICICI Securities Limited has a subsidiary in the United States, ICICI Securities Holdings Inc., which in turn has a subsidiary in the United States, ICICI Securities Inc., which is engaged in brokerage services. ICICI Securities Limited’s net profit remained flat at Rs. 0.7 billion in fiscal 2014.

ICICI Securities Primary Dealership

ICICI Securities Primary Dealership is engaged in the primary dealership of Indian government securities. It also deals in other fixed income securities. In addition to this, it has underwriting, portfolio management services and placement of debt and money market operations. ICICI Securities Primary Dealership made a net profit of Rs. 1.3 billion in fiscal 2014 compared to a net profit of Rs. 1.2 billion in fiscal 2013. The revenues of the business are directly linked to conditions in the fixed income market.

Venture Capital and Private Equity

Our subsidiary ICICI Venture Funds Management Company Limited manages funds that provide venture capital funding to start-up companies and private equity to a range of companies. At year-end fiscal 2014, ICICI Venture managed or advised funds of about Rs. 129.0 billion. ICICI Venture made a net profit of Rs. 0.3 billion in fiscal 2014 compared to a net profit of Rs. 0.2 billion in fiscal 2013.

Asset Management

We provide asset management services through our subsidiary, ICICI Prudential Asset Management. ICICI Prudential Asset Management is a joint venture with Prudential PLC of UK. We have approximately 51.0% interest

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in the entity. ICICI Prudential Asset Management also provides portfolio management services and advisory services to clients. ICICI Prudential Asset Management Company had average mutual fund assets under management of Rs. 1,068.2 billion during fiscal 2014. ICICI Prudential Asset Management made a net profit of Rs. 1.8 billion during fiscal 2014 compared to a net profit of Rs.1.1 billion in fiscal 2013.

Insurance

We provide a wide range of insurance products and services through our subsidiaries ICICI Prudential Life Insurance Company and ICICI Lombard General Insurance Company. ICICI Prudential Life Insurance Company and ICICI Lombard General Insurance Company are joint ventures with Prudential PLC of UK and Fairfax Financial Holdings Limited of Canada, respectively. We have approximately 74.0% interest in both of these entities. Our agreement with Prudential PLC provides that subject to the amendment of foreign ownership regulations, Prudential PLC would increase its shareholding in ICICI Prudential Life Insurance Company to 49.0% at the market value of the shares to be determined as mutually agreed. Laws and regulations governing insurance companies currently provide that each promoter should eventually reduce its stake to 26.0% following the completion of 10 years from the commencement of business by the concerned insurance company. The Insurance Laws (Amendment) Bill introduced in the Indian Parliament in 2008, would remove the requirement that promoters dilute their stake to 26.0%. See also “Overview of the Indian Financial Sector —Recent Structural Reforms—Proposed Insurance Laws (Amendment) Bill 2008”.  As per the agreement between ICICI Bank and Prudential PLC, if a higher level of promoter shareholding is permitted, then this would be in the proportion of 51% being held by us and 49.0% being held by Prudential PLC. In the Union Budget for fiscal 2015, the government announced an increase in the composite foreign shareholding cap in the insurance sector to 49% from 26%, through the Foreign Investment Promotion Board route. It has also proposed to take up the pending Insurance Laws (Amendment) Bill in the Parliament. See also “Supervision and Regulation—Taxation—Regulations Governing Insurance Companies”. Further, we and each of our joint venture partners have a right of first refusal in case the other partner proposes to sell its shareholding in the joint venture (other than transfer to a permitted affiliate of the transferor).

ICICI Prudential Life Insurance Company made a net profit of Rs. 15.7 billion in fiscal 2014, compared to Rs. 15.0 billion in fiscal 2013. The retail new business premium decreased marginally from Rs. 36.4 billion in fiscal 2013 to 35.9 billion in fiscal 2014. The retail renewal premium witnessed marginal growth from Rs. 80.6 billion in fiscal 2013 to 81.0 billion during fiscal 2014 after declining for two consecutive years in fiscal 2012 and fiscal 2013. The total premium declined by 8.2% from Rs. 135.4 billion during fiscal 2013 to Rs. 124.3 billion during fiscal 2014 which was mainly due to the decrease in group premium. ICICI Prudential Life Insurance Company maintained its market leadership in the private sector with an overall market share of 7.2% based on retail weighted new business received premium during fiscal 2014 compared to 7.0% in fiscal 2013 and a market share of 18.9% in the private market in fiscal 2014 compared to 18.5% in fiscal 2013.

Following the regulatory changes issued by the Insurance Regulatory and Development Authority with respect to unit-linked products in fiscal 2011, the Indian life insurance industry witnessed a significant shift in product mix towards conventional products. The proportion of unit-linked products declined from 54.8% in fiscal 2010 to 10.1% in fiscal 2013 on the basis of new business premium received. Further, the Insurance Regulatory and Development Authority issued guidelines on non-linked life insurance products which included limits on the commission rates payable by insurance companies, introduction of minimum guaranteed surrender value and minimum death benefits. The new guidelines, which were effective in phases on October 1, 2013 and January 1, 2014, require life insurance companies to modify existing non-linked products which do not comply with the revised guidelines. These changes had an impact on the non-linked life insurance business which resulted in a lower share of non-linked products in the product mix of insurance companies. The regulatory changes on unit-linked as well as non-unit linked products have impacted the margins of insurance companies. See also “Risk Factors—Risks Relating to Our Business— While our insurance businesses are becoming an increasingly important part of our business, there can be no assurance of their future rates of growth or levels of profitability”. Considering these product changes, the business mix of ICICI Prudential Life Insurance Company has also changed with an increase in the proportion of retail unit-linked products in fiscal 2014. Linked products contributed to 66.5% of the retail weighted received premium business of the company in fiscal 2014 as compared to 54.5% in fiscal 2013. See also “Operating and Financial Review and Prospects—Segment Revenues and Assets—Life Insurance”.

ICICI Lombard General Insurance Company’s gross written premiums (excluding its share of declined risk pool and inward reinsurance) increased by 11.8% to Rs. 68.6 billion during fiscal 2014, as compared to Rs. 61.3 billion

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for fiscal 2013. ICICI Lombard General Insurance Company was the largest private general insurer with a market share of about 9.4% in gross written premiums amongst all general insurance companies during fiscal 2014 according to Insurance Regulatory and Development Authority.

ICICI Lombard General Insurance Company made a net profit of Rs. 5.1 billion in fiscal 2014 compared to net profit of Rs. 3.1 billion in fiscal 2013 primarily due to the increase in investment income in fiscal 2014.

ICICI Bank earns commissions and fees from these subsidiaries as their distributor for sales of life and general insurance products.

Funding

Our funding operations are designed to ensure stability of funding, minimize funding costs and effectively manage liquidity. Since the amalgamation of ICICI with ICICI Bank, the primary source of domestic funding has been deposits raised from both retail and corporate customers. We also raise funds through short-term rupee borrowings and domestic or overseas bond offerings pursuant to specific regulatory approvals. As ICICI was not allowed to raise banking deposits as a financial institution, its primary sources of funding prior to the amalgamation were retail bonds and rupee borrowings from a wide range of institutional investors. ICICI also raised funds through foreign currency borrowings from commercial banks and other multilateral institutions like the Asian Development Bank and the World Bank, which were guaranteed by the government of India. With regard to these guarantees by the government of India for purposes of obtaining foreign currency borrowings, the government of India has, in its letter dated May 31, 2007, instructed us to take steps to either repay or prepay such foreign currency borrowings for which a guarantee has been provided by the government of India or to substitute the guarantees provided by the government of India with other acceptable guarantees. At year-end fiscal 2014, the total outstanding loans/bonds of ICICI Bank that are guaranteed by the government of India were Rs. 16.4 billion, constituting approximately 1.1% of the total borrowings of ICICI Bank at that date.

Our overseas branches are primarily funded by bond issuances, syndicated loans from banks, money market borrowings, inter-bank bilateral loans and borrowings from external commercial agencies. See also “Risk Factors—Risks Relating to Our Business—Our funding is primarily short-term and if depositors do not roll over deposited funds upon maturity, our business could be adversely affected”. Our subsidiaries in the United Kingdom and Canada fund themselves primarily through retail deposits. Our Canadian subsidiary also funds itself through securitization of insured mortgages.

Our deposits were 48.1% of our total liabilities at year-end fiscal 2014 compared to 46.6% of our total liabilities at year-end fiscal 2013. Our borrowings, including preference shares issued by us, were 24.6% of our total liabilities at year-end fiscal 2014 compared to 25.6% of our total liabilities at year-end fiscal 2013. Our deposits increased by 14.2% from Rs. 3,147.7 billion at year-end fiscal 2013 to Rs. 3,595.1 billion at year-end fiscal 2014. Our borrowings (including redeemable non-cumulative preference shares and subordinated debt) increased by 6.2% from Rs. 1,728.9 billion at year-end fiscal 2013 to Rs. 1,835.4 billion at year-end fiscal 2014 primarily due to increase in overseas borrowings including call and term borrowings and refinance borrowings offset, in part, by a decrease in borrowings under liquidity adjustment facility with the Reserve Bank of India. The increase in overseas borrowings was primarily due to increase in securitization of insured mortgages by ICICI Bank Canada and increase in borrowings by way of bankers’ acceptance, bilateral borrowings and repurchase borrowings by ICICI Bank UK. The overseas borrowings also increased due to rupee depreciation.

The following table sets forth, at the dates indicated, the composition of deposits by type of deposit.

	At March 31,
	2012					2013					2014
	Amount		% of total			Amount		% of total			Amount		% of total
	(in millions, except percentages)
Current account deposits	Rs.	358,694		12.7	%	Rs.	379,705		12.1	%	Rs.	443,647		12.3	%
Savings deposits		829,071		29.4			921,660		29.3			1,078,310		30.0
Time deposits		1,631,740		57.9			1,846,340		58.6			2,073,170		57.7
Total deposits	Rs.	2,819,505		100.0	%	Rs.	3,147,705		100.0	%	Rs.	3,595,127	Rs.	100.0	%

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The following table sets forth, for the periods indicated, the average volume and average cost of deposits by type of deposit.

		Year ended March 31, (1)
		2012					2013					2014
		Amount	Cost(2)				Amount	Cost(2)				Amount		Amount	Cost(2)
		(in millions, except percentages)
Interest-bearing deposits:
Savings deposits	Rs.	732,138		3.7	%	Rs.	822,611		3.7	%	Rs.	947,800	US$	15,797		3.7	%
Time deposits		1,647,818		7.6			1,815,828		8.0			1,934,262		32,238		7.7
Non-interest-bearing deposits:
Other demand deposits		254,219		–			260,800		–			293,741		4,896		–
Total deposits	Rs.	2,634,175		5.8	%	Rs.	2,899,239		6.1	%	Rs.	3,175,803	US$	52,931		5.8	%

(1) The average balances are based on daily average balances outstanding, except for the averages of foreign branches of ICICI Bank, which are calculated on fortnightlybasis.

(2) Represents interest expense divided by the average balances.

Our average deposits in fiscal 2014 were Rs. 3,175.8 billion at an average cost of 5.8% compared to average deposits of Rs. 2,899.2 billion at an average cost of 6.1% in fiscal 2013. Our average time deposits in fiscal 2014 were Rs. 1,934.3 billion at an average cost of 7.7% compared to average time deposits of Rs. 1,815.8 billion at an average cost of 8.0% in fiscal 2013. The cost of time deposits decreased primarily due to benefit on account of re-pricing of time deposits at lower rates in the beginning of fiscal 2014, offset, in part, by the impact of high cost time deposits mobilized during the second quarter of fiscal 2014 due to higher systemic interest rates during that period. The average cost of savings deposits was 3.7% in fiscal 2013 and fiscal 2014. Our savings deposits include retail savings deposits accepted by ICICI Bank UK. Term deposits of ICICI Bank increased primarily due to foreign currency non-resident (bank) deposits mobilized during fiscal 2014. See also “Operating and Financial Review and Prospects—Financial Condition—Deposits”.

The following table sets forth, at the date indicated, the contractual maturity profile of deposits, by type of deposit.

		At March 31, 2014
		Up to one year		After one year and within three years		After three years		Total
		(in millions)
Interest-bearing deposits:
Savings deposits	Rs.	1,078,310	Rs.	–	Rs.	–	Rs.	1,078,310
Time deposits		1,501,408		447,173		124,589		2,073,170
Non-interest-bearing deposits:
Other demand deposits		443,647		–		–		443,647
Total deposits	Rs.	3,023,365	Rs.	447,173	Rs.	124,589	Rs.	3,595,127

(1) Savings and other demand deposits are payable on demand and hence are classified in the ‘Up to one year’ bucket.

The following table sets forth, for the periods indicated, average outstanding rupee borrowings and the percentage composition by category of borrowing. The average cost (interest expense divided by average balances) for each category of borrowings is provided in the footnotes.

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	At March 31,(1)
	2012					2013					2014
	Amount		% of total			Amount		% of total			Amount		Amount		% of total
	(in millions, except percentages)
Statutory liquidity ratio bonds(2)	Rs.	2,810		0.5	%	Rs.	–		0.0	%	Rs.	–	US$	–		0.0	%
Borrowings from Indian government(3)		162		0.0			20		0.0			–		–		0.0
Money market borrowings(4),(5)		194,147		33.3			243,415		37.9			261,461		4,358		38.6
Other borrowings(6),(7)		386,423		66.2			399,562		62.1			416,756		6,625		61.4
Total	Rs.583,542			100.0	%	Rs.642,997			100.0	%	Rs.678,217		US$ 11,304			100.0	%

(1) The average balances are based on daily average balances outstanding, except for the averages of foreign branches of ICICI Bank which are calculated on fortnightly basis.

(2) With an average cost of 11.6% in fiscal 2012.

(3) With an average cost of 12.6% in fiscal 2012 and 13.1% in fiscal 2013.

(4) Includes call market, repurchase agreements and transactions by ICICI Bank with the Reserve Bank of India under the liquidity adjustment facility.

(5) With an average cost of 9.1% in fiscal 2012, 8.7% in fiscal 2013 and 8.6% in fiscal 2014.

(6) Includes publicly and privately placed bonds, borrowings from institutions, inter-bank overnight borrowings and inter-corporate deposits.

(7) With an average cost of 11.9% in fiscal 2012, 12.2% in fiscal 2013 and 12.5% in fiscal 2014.

The following table sets forth, at the date indicated, the maturity profile of our rupee term deposits of Rs. 10 million or more.

	At March 31,
	2013		2014				% of total deposits
	(in millions, except percentages)
Less than three months	Rs.	349,854	Rs.	Rs.306,094	US$	5,102	8.5	%
Above three months and less than six months		182,205		163,212		2,720	4.5
Above six months and less than 12 months		359,007		315,222		5,254	8.8
More than 12 months		35,975		36,805		613	1.0
Total deposits of Rs. 10 million and more	Rs.	927,041	Rs.	821,333	US$	13,689	22.8	%

Rupee term deposits of Rs. 10 million or more decreased from Rs. 927.0 billion at year-end fiscal 2013 to Rs. 821.3 billion at year-end fiscal 2014.

The following table sets forth, at the dates indicated, certain information related to short-term rupee borrowings.

	At March 31, (1)
	2012			2013			2014
	(in millions, except percentages)
Year-end balance	Rs.	277,587		Rs.	283,998		Rs.	228,815
Average balance during the year (2)		194,147			243,415			261,461
Maximum quarter-end balance		277,587			300,095			301,622
Average interest rate during the year (3)		9.1	%		8.7	%		8.6	%
Average interest rate at year-end (4)		9.5	%		8.4	%		9.3	%

(1) Short-term borrowings include borrowings in the call market, repurchase agreements and transactions by ICICI Bank with the Reserve Bank of India under the liquidity adjustment facility.

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(2) The average balances are based on daily average balances outstanding, except for the averages of foreign branches of ICICI Bank which are calculated on fortnightly basis.

(3) Represents the ratio of interest expense on short-term borrowings to the average balances of short-term borrowings.

(4) Represents the weighted average rate of the short-term borrowings outstanding at fiscal year-end.

Our short term rupee borrowings increased from Rs. 277.6 billion at year-end fiscal 2012 to Rs. 284.0 billion at year-end fiscal 2013 and decreased to Rs. 228.8 billion at year-end fiscal 2014 primarily due to a decrease in borrowings from the Reserve Bank of India under the liquidity adjustment facility.

The following table sets forth, for the periods indicated, the average outstanding volume of foreign currency borrowings based on average balances by source and the percentage composition by source. The average cost (interest expense divided by average balances) for each source of borrowings is provided in the footnotes.

	For year ended March 31,(1)
	2012					2013					2014
	Amount		% of total			Amount		% of total			Amount		Amount		% of total
	(in millions, except percentages)
Bond borrowings (2)	Rs.	398,613		45.2	%	Rs.	407,005		40.1	%	Rs.	442,757	US$	7,379		38.8	%
Other borrowings (3)		483,515		54.8			606,858		59.9			699,657		11,661		61.2
Total	Rs.	882,128		100.0	%	Rs.	1,013,863		100.0	%	Rs.	1,142,414	US$	19,040		100.0	%

(1) The average balances are based on daily average balances outstanding, except for the averages of foreign branches of ICICI Bank, which are calculated on fortnightly basis.

(2) With an average cost of 5.6% in fiscal 2012, 5.5% in fiscal 2013 and 5.2% in fiscal 2014.

(3) With an average cost of 2.3% in fiscal 2012, 2.5% in fiscal 2013 and 2.2% in fiscal 2014.

At year-end fiscal 2014, the outstanding debt capital instruments raised by us were Rs. 421.5 billion. The outstanding debt capital instruments include debt that is classified either as Additional Tier 1 or Tier 2 capital in calculating the capital adequacy ratio in accordance with the Reserve Bank of India’s regulations on capital adequacy as per Basel III. See also “Supervision and Regulation—Reserve Bank of India Regulations”.

Risk Management

As a financial intermediary, we are exposed to risks that are particular to our lending, transaction banking and trading businesses and the environment within which we operate. Our goal in risk management is to ensure that we understand, measure, monitor and manage the various risks that arise and that the organization adheres to the policies and processes, which are established to address these risks.

The key principles underlying the risk management framework at ICICI Bank are as follows:

· The Board of Directors has oversight of all the risks assumed by the Bank.

· Specific committees of the Board have been constituted to facilitate focused oversight of various risks. For a discussion of these and other committees, see “Management”.

· The Risk Committee reviews risk management policies in relation to various risks (including credit risk, market risk, liquidity risk, interest rate risk and operational risk, key risk indicators and risk profile templates (covering areas including credit risk, market risk, liquidity risk, operational risk, compliance risk, capital at risk, earning at risk and group risk). A calendar of reviews includes periodic review of policies such as credit and recovery policy, investment policy, derivative policy, and asset liability management policy, outsourcing policy, operational risk management policy, broker empanelment policy and liquidity contingency plan. The Committee reviews the stress-testing framework that includes a wide range of Bank-specific and market (systemic) scenarios. The Risk Committee also assesses our capital adequacy position, based on the risk profile of our balance sheet and reviews the implementation status of capital regulations.

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· The Credit Committee reviews the credit quality of the major portfolios developments in key industrial sectors and exposure to these sectors and exposures to large borrower accounts in addition to approving certain exposures as per the credit approval authorization policy approved by the Board of Directors.

· The Audit Committee provides direction to and monitors the quality of the compliance and internal audit function.

· The Fraud Monitoring Committee reviews frauds above certain values, suggests corrective measures to mitigate fraud risks and monitors the efficacy of remedial actions.

· Policies approved from time to time by the Board of Directors form the governing framework for each type of risk. The business activities are undertaken within this policy framework.

· Independent groups and sub-groups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.

The risk management framework forms the basis for developing consistent risk principles across the Bank, and its overseas banking subsidiaries.

We are primarily exposed to credit risk, market risk, liquidity risk, operational risk and reputation risk. ICICI Bank has centralized groups, the Risk Management Group, the Compliance Group, the Corporate Legal Group, the Financial Crime Prevention and Reputation Risk Management Group and the Internal Audit Group with a mandate to identify, assess and monitor all of our principal risks in accordance with well-defined policies and procedures. In addition, the Credit Middle Office Group and Treasury Control and Service Group and the Operations Group monitor operational adherence to regulations, policies and internal approvals. The Risk Management Group is further organized into the Credit Risk Management Group, Market Risk Management Group and the Operational Risk Management Group. The Risk Management Group, Credit Middle Office Group and Treasury Control and Service Group and Operations Group report to an Executive Director. The Compliance Group and the Internal Audit Group report to the Audit Committee of the Board of Directors and the Managing Director and Chief Executive Officer. The Compliance and Internal Audit Groups have administrative reporting to an Executive Director. These groups are independent of the business units and coordinate with representatives of the business units to implement our risk management methodologies.

Credit Risk

Credit risk is the risk of loss that may occur from the failure of any party to abide by the terms and conditions of any financial contract, principally the failure to make required payments of amounts due to us. In its lending operations, ICICI Bank is principally exposed to credit risk.

The credit risk is governed by the Credit and Recovery Policy or credit policy approved by the Board of Directors. The Credit and Recovery Policy outlines the type of products that can be offered, customer categories, the targeted customer profile and the credit approval process and limits. ICICI Bank measures, monitors and manages credit risk at an individual borrower level and at the portfolio level for non-retail borrowers. The credit risk for retail borrowers is being managed at portfolio level. It has a structured and standardized credit approval process, which includes a well-established procedure of comprehensive credit appraisal. The Country Risk Management Policy addresses the recognition, measurement, monitoring and reporting of country risk.

Credit Approval Authorities

The Board of Directors of ICICI Bank has delegated credit approval authority to various committees, forums and individual officers under the credit approval authorization policy. The credit approval authorization policy is based on the level of risk and the quantum of exposure, and is designed to ensure that transactions with higher exposure and higher levels of risk are sent to a correspondingly higher forum/committee for approval.

The Bank has established several levels of credit approval authorities for its corporate banking activities -the Credit Committee, the Committee of Executive Directors, the Committee of Senior Management, the Committee of Executives and Regional Committees. For certain exposures to small and medium enterprises and rural and agricultural loans under programs, separate forums have been established for approval. These forums sanction

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programs formulated through a cluster-based approach wherein a lending program is implemented for a homogeneous group of individuals or business entities that comply with certain norms. To be eligible for funding under the programs, borrowers need to meet the stipulated credit norms and obtain a minimum score on the scoring model. ICICI Bank has incorporated control norms, borrower approval norms and review triggers in all such programs.

Retail credit facilities are required to comply with approved product policies. All products policies are approved by the Committee of Executive Directors. The individual credit proposals are evaluated and approved by individual officers/forums on the basis of the product policies.

Credit Risk Assessment Methodology for Standalone Entities

All credit proposals other than retail products, program lending, score card-based lending to small and medium enterprises and agri-businesses and certain other specified products are rated internally by Credit Risk Management Group, prior to approval by the appropriate forum.

The Credit Risk Management Group rates proposals, carries out industry analysis, tracks the quality of the credit portfolio and reports periodically to the Credit Committee and the Risk Committee. For non-retail exposures, the Credit Middle Office Group verifies adherence to the terms of the approval prior to the commitment and disbursement of credit facilities. The Bank also manages credit risk through various limit structures, which are in line with the Reserve Bank of India’s prudential guidelines. The Bank has set up various exposure limits, including the single borrower exposure limit, the group borrower exposure limit, the industry exposure limit, the unsecured exposure limit, the long tenor exposure limit and limits on exposure to sensitive sectors such as capital markets, non-banking finance companies and real estate. Rating based thresholds on incremental sanctions have also been put in place.

ICICI Bank has an established credit analysis procedure leading to appropriate identification of credit risk both at the individual borrower and the portfolio level. Appropriate appraisal and credit rating methodologies have been established for various types of products and businesses. The methodology involves assessment of quantitative and qualitative parameters. For example, for any large corporate, the rating methodology entails a comprehensive evaluation of the industry, borrower’s business position in the industry (benchmarking), financial position and projections, quality of management, impact of projects being undertaken by the borrower and structure of the transaction. The credit rating process has been certified as being compliant with ISO 9001:2008 quality management system requirements.

Borrower risk is evaluated by considering:

· the risks and prospects associated with the industry in which the borrower is operating (industry risk);

· the financial position of the borrower by analyzing the quality of its financial statements, its past financial performance, its financial flexibility in terms of ability to raise capital and its cash flow adequacy (financial risk);

· the borrower’s relative market position and operating efficiency (business risk);

· the quality of management by analyzing their track record, payment record and financial conservatism (management risk); and

· the risks with respect to specific projects, both pre-implementation, such as construction risk and funding risk, as well as post-implementation risks such as industry, business, financial and management risks related to the project (project risk).

After conducting an analysis of a specific borrower’s risk, the Credit Risk Management Group assigns a credit rating to the borrower. ICICI Bank has a scale of 12 ratings ranging from AAA to B. A borrower’s credit rating is a critical input for the credit approval process. The borrower’s credit rating and the default pattern corresponding to that credit rating, forms an important input in the risk-based pricing framework of the Bank. Every proposal for a financing facility is prepared by the relevant business unit and reviewed by the Credit Risk Management Group before being submitted for approval to the appropriate approval authority. The approval process for non-fund facilities is similar to that for fund-based facilities. The credit rating for every borrower is reviewed periodically.

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The Bank also reviews the ratings of all its borrowers in a particular industry upon the occurrence of any significant event impacting that industry.

On the Bank’s current rating scale, ratings of below BBB- (i.e., BB and B ratings) are considered to be relatively high-risk categories. The current credit policy of the Bank does not expressly provide a minimum rating required for a borrower to be considered for a loan. All corporate loan proposals with an internal rating of below BBB- are sent to our Credit Committee for its approval, which is constituted with a majority of non-executive directors.

The following table sets forth a description of our internal rating grades linked to the likelihood of loss:

Grade		Definition
(I)	Investment grade	Entities/obligations are judged to offer moderate to high safety with regard to timely payment of financial obligations.
	AAA, AA+, AA, AA-	Entities/obligations are judged to offer high safety with regard to timely payment of financial obligations.
	A+, A, A-	Entities/obligations are judged to offer an adequate degree of safety with regard to timely payment of financial obligations.
	BBB+, BBB and BBB-	Entities/obligations are judged to offer moderate safety with regard to timely payment of financial obligations.
(II)	Below investment grade (BB and B)	Entities/obligations are judged to carry inadequate safety with regard to timely payment of financial obligations.

At year-end fiscal 2014, our net non-investment grade loans constituted about 11.2% of our total net loans.

Working capital loans are generally approved for a period of 12 months. At the end of the 12-month validity period, ICICI Bank reviews the loan arrangement and the credit rating of the borrower. On completion of this review, a decision is made whether to renew the working capital loan arrangement.

The following sections detail the risk assessment process for various business segments:

Assessment of Project Finance Exposures

ICICI Bank has a framework for the appraisal and execution of project finance transactions. ICICI Bank believes that this framework creates optimal risk identification, allocation and mitigation and helps minimize residual risk.

The project finance approval process begins with a detailed evaluation of technical, commercial, financial, marketing and management factors and the sponsor’s financial strength and experience. Once this review is completed, an appraisal memorandum is prepared for credit approval purposes. As part of the appraisal process, a risk matrix is generated, which identifies each of the project risks, mitigating factors and residual risks associated with the project. The appraisal memorandum analyzes the risk matrix and establishes the viability of the project. Typical risk mitigating factors include the commitment of stand-by funds from the sponsors to meet any cost over-runs and a conservative collateral position. After credit approval, a letter of intent is issued to the borrower, which outlines the principal financial terms of the proposed facility, sponsor obligations, conditions precedent to disbursement, undertakings from and covenants on the borrower. After completion of all formalities by the borrower, a loan agreement is entered into with the borrower.

In addition to the above, in the case of structured project finance in areas such as infrastructure, oil, gas and petrochemicals, as a part of the due diligence process, ICICI Bank appoints consultants, wherever considered necessary, to advise the lenders, including technical advisors, business analysts, legal counsel and insurance consultants. These consultants are typically internationally recognized and experienced in their respective fields.

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Risk mitigating factors in these financings include creation of debt service reserves and channeling project revenues through a trust and retention account.

ICICI Bank’s project finance loans are generally fully secured and have full recourse to the borrower. In most cases, ICICI Bank has a security interest and first lien on all the fixed assets. Security interests typically include property, plant and equipment as well as other tangible assets of the borrower, both present and future. ICICI Bank’s borrowers are required to maintain comprehensive insurance on their assets where ICICI Bank is recognized as payee in the event of loss. In some cases, ICICI Bank also takes additional credit comforts such as corporate or personal guarantees from one or more sponsors of the project or a pledge of the sponsors’ equity holding in the project company. In certain industry segments, ICICI Bank also takes security interest in relevant project contracts such as concession agreements, off-take agreements and construction contracts as part of the security package.

ICICI Bank normally disburses funds after the entire project funding is committed and all necessary contractual arrangements have been entered into. Funds are disbursed in tranches to pay for approved project costs as the project progresses. When ICICI Bank appoints technical and market consultants, they are required to monitor the project’s progress and certify all disbursements. ICICI Bank also requires the borrower to submit periodic reports on project implementation, including orders for machinery and equipment as well as expenses incurred. Project completion is contingent upon satisfactory operation of the project for a certain minimum period and, in certain cases, the establishment of debt service reserves. ICICI Bank continues to monitor the credit exposure until its loans are fully repaid.

Assessment of Corporate Finance Exposures

As part of the corporate loan approval procedures, ICICI Bank carries out a detailed analysis of funding requirements, including normal capital expenses, long-term working capital requirements and temporary imbalances in liquidity. ICICI Bank’s funding of long-term core working capital requirements is assessed on the basis, among other things, of the borrower’s present and proposed level of inventory and receivables. In case of corporate loans for other funding requirements, ICICI Bank undertakes a detailed review of those requirements and an analysis of cash flows. A substantial portion of ICICI Bank’s corporate finance loans are secured by a lien over appropriate assets of the borrower. Corporate finance loans are typically secured by a first charge on fixed assets, which normally consist of property, plant and equipment. We may also take as security a pledge of financial assets, such as marketable securities, and obtain corporate guarantees and personal guarantees wherever appropriate. In certain cases, the terms of financing include covenants relating to sponsors’ shareholding in the borrower and restrictions on the sponsors’ ability to sell all or part of their shareholding.

The focus of ICICI Bank’s structured corporate finance products is on cash flow-based financing. We have a set of distinct approval procedures to evaluate and mitigate the risks associated with such products. These procedures include:

· carrying out a detailed analysis of cash flows to forecast the amounts that will be paid and the timing of the payments based on an exhaustive analysis of historical data;

· conducting due diligence on the underlying business systems, including a detailed evaluation of the servicing and collection procedures and the underlying contractual arrangements; and

· paying particular attention to the legal, accounting and tax issues that may impact the structure.

ICICI Bank’s analysis enables it to identify risks in these transactions. To mitigate risks, ICICI Bank uses various credit enhancement techniques, such as over-collateralization, cash collateralization, creation of escrow accounts and debt service reserves. ICICI Bank also has a monitoring framework to enable continuous review of the performance of such transactions.

With respect to financing for corporate mergers and acquisitions, ICICI Bank carries out detailed due diligence on the acquirer as well as the target’s business profile. The key areas covered in the appraisal process include:

· assessment of the industry structure in the target’s host country and the complexity of the business operations of the target;

· financial, legal, tax, technical due diligence (as applicable) of the target;

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· appraisal of potential synergies and likelihood of their being achieved;

· assessment of the target company’s valuation by comparison with its peer group and other transactions in the industry;

· analysis of regulatory and legal framework of the overseas geographies with regard to security creation, enforcement and other aspects;

· assessment of country risk aspects and the need for political insurance; and

· the proposed management structure of the target post-takeover and the ability and past experience of the acquirer in completing post-merger integration.

Assessment of Working Capital Finance Exposures

ICICI Bank carries out a detailed analysis of borrowers’ working capital requirements. Credit limits are established in accordance with the credit approval authorization approved by the Bank’s Board of Directors. Once credit limits are approved, ICICI Bank calculates the amounts that can be lent on the basis of monthly statements provided by the borrower and the margins stipulated. Quarterly information statements are also obtained from borrowers to monitor the performance on a regular basis. Monthly cash flow statements are obtained where considered necessary. Any irregularity in the conduct of the account is reported to the appropriate authority on a monthly basis. Credit limits are reviewed on a periodic basis.

Working capital facilities are primarily secured by inventories, receivables and other current assets. Additionally, in certain cases, these credit facilities are secured by personal guarantees of directors, or subordinated security interests in the tangible assets of the borrower including plant and machinery and covered by personal guarantees of the promoters.

Assessment of Retail Loans

The sourcing and approval of retail credit exposures are segregated to achieve independence. The Credit Risk Management Group, Retail Strategy and Policy Group and credit teams are assigned complementary roles to facilitate effective credit risk management for retail loans.

The Retail Strategy and Policy Group are responsible for preparing credit policies/operating notes. The Credit Risk Management Group oversees the credit risk issues for retail assets including the review vetting of all credit policies/operating notes proposed for approval by the Board or forums authorized by the Board. The Credit Risk Management Group is involved in portfolio monitoring of all retail assets and in suggesting and implementing policy changes. Independent units within retail banking, focus on customer-segment specific strategies, policy formulation, portfolio tracking and monitoring, analytics, score card development and database management. The credit team, which is independent from the business unit, oversees the underwriting function and is organized geographically to support the retail sales and service structure.

ICICI Bank’s customers for retail loans are primarily middle and high-income, salaried and self-employed individuals. Except for personal loans and credit cards, ICICI Bank requires a contribution from the borrower and its loans are secured by the asset financed.

The Bank’s credit officers evaluate credit proposals on the basis of operating notes approved by the Committee of Executive Directors. The criteria vary across product segments but typically include factors such as the borrower’s income, the loan-to-value ratio and demographic parameters. External agencies such as field investigation agencies facilitate a comprehensive due diligence process including visits to offices and homes in the case of loans made to retail borrowers. In making its credit decisions, ICICI Bank draws upon a centralized delinquent database and reports from the Credit Information Bureau (India) Limited to review the borrower’s profile. For mortgage loans and used vehicle loans, a valuation agency or an in-house technical team carries out the technical valuations. In the case of credit cards, in order to limit the scope of individual discretion, ICICI Bank has implemented a credit-scoring program that assigns a credit score to each applicant based on certain demographic and credit bureau variables. The credit score then forms one of the criteria for loan evaluation. For loans against gold ornaments and gold coins, emphasis is given on ownership and authenticity (purity and weight) of the jewelry for

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which an external appraiser is appointed by the Bank. Certain norms like a cap on the gross weight of certain kind of jewelry have been set to reduce jewelry evaluation risks.

ICICI Bank has established centralized operations to manage operating risk in the various back-office processes of its retail loan business except for a few operations, which are decentralized to improve turnaround time for customers. A separate team under the Retail Strategy and Policy Group undertakes review and audits of credit quality and processes across different products. The Bank also has a debt services management group structured along various product lines and geographical locations, to manage debt recovery. The group operates under the guidelines of a standardized recovery process. A fraud prevention and control group has been set up to manage fraud-related risks, through fraud prevention and through the recovery of fraud losses. The fraud control group evaluates various external agencies involved in retail finance operations, including direct marketing associates, external verification associates and collection agencies.

Assessment Procedures of Small Enterprises Loans

ICICI Bank finances small enterprises, which include individual cases and financing dealers and vendors of companies by implementing structures to enhance the base credit quality of the vendor/dealer. Small enterprise credit also includes financing extended directly to small enterprises as well as financing extended on a cluster-based approach in which credit is extended to small enterprises that have a homogeneous profile, such as apparel manufacturers and manufacturers of pharmaceuticals. The risk assessment of such a cluster involves the identification of appropriate credit norms for target market, the use of scoring models for enterprises that satisfy these norms and a comprehensive appraisal of those enterprises which are awarded a minimum required score in the scoring model. A detailed appraisal is performed based on the financial as well as non-financial parameters to identify the funding needs of the enterprise in all the cases. There are appropriate credit structures built in based on the assessment of each case. The group also finances small businesses based on analysis of the business and financials. The assessment includes a scoring model with minimum score requirement before appraisal of these enterprises are conducted.

ICICI Bank’s small enterprise portfolio also finances small and medium enterprises, dealers and vendors linked to these entities by implementing structures to enhance the base credit quality of the vendor/dealer. The process involves an analysis of the base credit quality of the vendor/dealer pool and an analysis of the linkages that exist between the vendor/dealer and the company.

The risk management policy also includes setting up of portfolio control norms, continuous monitoring renewal norms as well as stringent review and exit triggers to be followed while financing such clusters or communities.

Assessment Procedures of Rural and Agricultural Loans

The rural and agricultural loan portfolio is composed of corporations in the rural sector, small and medium enterprises in the rural sector, dealers and vendors linked to these entities and loans to farmers. ICICI Bank seeks to adopt appropriate risk assessment methodologies for each of the segments. For corporations, borrower risk is evaluated by analyzing the industry risk, the borrower’s market position, financial performance, cash flow adequacy and the quality of management. The credit risk of dealers, vendors and farmers is evaluated by analyzing the base credit quality of the borrowers or the pool and also the linkages between the borrowers and the companies to which the dealers, vendors or farmers are supplying their produce. We attempt to enhance the credit quality of the pool of dealers, vendors and farmers by strengthening the structure of the transaction.

For some segments, ICICI Bank uses a cluster-based approach wherein a lending program is implemented for a homogeneous group of individuals or business entities that comply with certain laid down parameterized norms. To be eligible for funding under the programs, the borrowers need to meet the stipulated credit norms and obtain a minimum score on the scoring model where applicable. ICICI Bank has incorporated control norms, borrower approval norms and review triggers in all the programs.

ICICI Bank’s rural initiative may create additional challenges with respect to managing the risk of fraud and credit monitoring due to the increased geographical dispersion and use of intermediaries. ICICI Bank has put in place control structure and risk management framework to mitigate the related risk. See also “Risk Factors—Risks Relating to Our Business—Entry into new businesses or expansions of existing businesses may expose us to increased risks that may adversely affect our business”.

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Risk Monitoring and Portfolio Review

We ensure effective monitoring of credit facilities through a risk-based asset review framework under which the frequency of asset review is higher for cases with higher outstanding balances and/or lower credit ratings. For corporate, small enterprises and agri-business related borrowers, the Credit Middle Office Group verifies adherence to the terms of the credit approval prior to the commitment and disbursement of credit facilities.

The Credit Middle Office Group monitors compliance with the terms and conditions for credit facilities prior to disbursement. It also reviews the completeness of documentation, creation of security and insurance policies for assets financed.

Borrower accounts are generally reviewed at least once a year.

An analysis of our portfolio composition based on our internal rating is carried out and is submitted to the Risk Committee of the Board on a quarterly basis as part of a risk profile template. This facilitates the identification and analysis of trends in the portfolio credit risk.

The Credit Committee of the Bank, apart from approving proposals, regularly reviews the credit quality of the portfolio and various sub-portfolios. A summary of the reviews carried out by the Credit Committee is submitted to the Board for its information.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the possibility of loss arising from changes in the value of a financial instrument as a result of changes in market variables such as interest rates, exchange rates, credit spreads and other asset prices. Our exposure to market risk is a function of our trading and asset-liability management activities and our role as a financial intermediary in customer-related transactions. These risks are mitigated by the limits stipulated in the Investment Policy and Asset Liability Management Policy, which are approved and reviewed by the Board of Directors.

Market Risk Management Procedures

Market risk policies include the Investment Policy, the Asset Liability Management Policy and the Derivative Policy. The policies are approved by the Board of Directors. The Asset Liability Management Committee stipulates liquidity and interest rate risk limits, monitors adherence to limits and determines the strategy in light of the current and expected environment. The framework for implementing strategy is articulated in the Asset Liability Management Policy. The Investment Policy addresses issues related to investments in various treasury products. The policies are designed to ensure that operations in the securities and foreign exchange and derivatives areas are conducted in accordance with sound and acceptable business practices and are as per current regulatory guidelines, laws governing transactions in financial securities and the financial environment. The policies contain the limit structures that govern transactions in financial instruments. The Board has authorized the Asset Liability Management Committee and Committee of Executive Directors (Borrowing, Treasury and Investment Operations) to grant certain approvals related to treasury activities, within the broad parameters laid down by policies approved by the Board.

The Asset Liability Management Committee meets periodically and reviews the positions in domestic trading groups, overseas branches and banking subsidiaries, interest rate and liquidity gap positions on the banking book, sets deposit and benchmark lending rates, reviews the business profile and its impact on asset liability management and determines the asset liability management strategy, as deemed fit, in light of the current and expected business environment.

The Market Risk Management Group is responsible for the identification, assessment and mitigation of risk. Risk limits including position limits and stop loss limits are monitored on a daily basis by the Treasury Control and Service Group and reviewed periodically. Foreign exchange risk is monitored through the net overnight open foreign exchange limit. Interest rate risk is measured through the use of repricing gap analysis and duration analysis. Interest rate risk is further monitored through interest rate risk limits approved by the Board of Directors.

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Interest Rate Risk

Our core business is deposit taking, borrowing and lending in both Indian rupees and foreign currencies as permitted by the Reserve Bank of India. These activities expose us to interest rate risk.

Our balance sheet consists of Indian rupee and foreign currency assets and liabilities, with a predominantly higher proportion of rupee-denominated assets and liabilities. Thus, movements in Indian interest rates are our main source of interest rate risk.

Interest rate risk is measured through Earnings at Risk from an earnings perspective and through Duration of Equity from an economic value perspective. Further, exposure to fluctuations in interest rates is also measured by way of gap analysis, providing a static view of the maturity and re-pricing characteristics of balance sheet positions. An interest rate sensitivity gap report is prepared by classifying all rate sensitive assets and rate sensitive liabilities into various time period categories according to contracted/behavioral maturities or anticipated re-pricing date. The difference in the amount of rate sensitive assets and rate sensitive liabilities maturing or being re-priced in any time period category, gives an indication of the extent of exposure to the risk of potential changes in the margins on new or re-priced assets and liabilities. ICICI Bank monitors interest rate risk through the above measures on a fortnightly basis. The Duration of Equity and interest rate sensitivity gap statements are submitted to the Reserve Bank of India on a monthly basis. These interest rate risk limits are approved by the Board of Directors. The Bank also monitors Greeks of its interest rate options.

Our primary source of funding is deposits and, to a smaller extent, borrowings. In the rupee market, most of our deposit taking is at fixed rates of interest for fixed periods, except for savings account deposits and current account deposits, which do not have any specified maturity and can be withdrawn on demand. We usually borrow for a fixed period with a one-time repayment on maturity, with some borrowings having European call/put options, exercisable only on specified dates, attached to them. However, we have a mix of floating and fixed interest rate assets. Our loans are generally repaid gradually, with principal repayments being made over the life of the loan. Our housing loans at year-end fiscal 2014 were primarily floating rate loans where any change in the benchmark rate with reference to which these loans are priced, is generally passed on to the borrower on the first day of the succeeding quarter or succeeding month, as applicable. Since January 1, 2004, we have used a single benchmark prime lending rate structure for all loans other than specific categories of loans advised by the Indian Banks’ Association. Effective July 1, 2010, as required by the Reserve Bank of India, our new loans are priced with reference to a base rate, called the ICICI Bank Base Rate. The Asset Liability Management Committee sets the ICICI Bank Base Rate based on the cost of funds, cost of operations, credit charge and likely changes in the Bank’s cost of funds, market rates, interest rate outlook and other systemic factors. Pricing for fresh approvals and renewal of rupee facilities is linked to the ICICI Bank Base Rate. The lending rates comprise the ICICI Bank Base Rate, term premium and transaction-specific credit and other charges. As specified by the Reserve Bank of India, the lending rates for loans and advances are not permitted to be lower than the ICICI Bank Base Rate with the exception of certain categories of loans specified by the Reserve Bank of India from time to time. Existing loans, other than cases where the borrower migrates to base rate, continue to be linked to a benchmark as stipulated in the existing loan agreements. We generally seek to eliminate interest rate risk on undisbursed commitments by fixing interest rates on rupee loans at the time of loan disbursement. Pursuant to regulatory reserve requirements, we maintain a large part of our assets in government of India securities and in interest-free balances with the Reserve Bank of India, which are funded mainly by wholesale deposits and borrowings. This exposes us to the risk of differential movement in the yield earned on statutory reserves and the related funding cost.

We use the duration of our government securities portfolio as a key variable for interest rate risk management. We increase or decrease the duration of our government securities portfolio to increase or decrease our interest rate risk exposure. In addition, we also use interest rate derivatives to manage asset and liability positions. We are an active participant in the interest rate swap market and are one of the largest counterparties in India.

Almost all our foreign currency loans in our overseas branches are floating rate loans. These loans are generally funded with foreign currency borrowings and deposits in our overseas branches. We generally convert all our foreign currency borrowings into floating rate dollar liabilities through the use of interest rate and currency swaps with leading international banks. Our overseas subsidiaries in the UK and Canada have fixed rate retail term deposits and fixed / floating rate wholesale borrowings as their funding sources. They also have fixed and floating rate assets. Interest rate risk is generally managed by entering into swaps whenever required.

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For a discussion of our vulnerability to interest rate risk, see “Risk Factors—Risks Relating to Our Business—Our banking and trading activities are particularly vulnerable to interest rate risk and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance” and “Risk Factors—Risks Relating to Our Business—Our inability to effectively manage credit, market and liquidity risk and inaccuracy of our valuation models and accounting estimates may have an adverse effect on our earnings, capitalization, credit ratings and cost of funds”.

The following table sets forth, at the date indicated, our asset-liability gap position.

	At March 31, 2014(1)
	Less than or equal to one year			Greater than one year and up to five years			Greater than five years			Total
	(in millions)
Loans, net	Rs.	3,188,433		Rs.	548,938		Rs.	136,047		Rs.	3,873,418
Investments		600,514			482,506			1,593,074			2,676,094
Other assets(2)		224,700			2,013			646,297			873,010
Total assets		4,013,647			1,033,457			2,375,418			7,422,522
Stockholders’ equity and preference share capital		–			–			764,299			764,299
Borrowings		947,258			556,744			331,419			1,835,421
Deposits		2,711,990			727,080			156,057			3,595,127
Other liabilities		–			–			1,280,410			1,280,410
Total liabilities		3,659,248			1,283,824			2,532,185			7,475,257
Total gap before risk management positions		354,399			(250,367	)		(156,767	)		(52,735	)
Off-balance sheet positions(3)		(399,812	)		183,704			170,563			(45,545	)
Total gap after risk management positions	Rs.	(45,413	)	Rs.	(66,663	)	Rs.	13,796		Rs.	(98,280	)

(1) Assets and liabilities are classified into the applicable categories based on residual maturity or re-pricing whichever is earlier. Classification methodologies are generally based on Asset Liability Management Guidelines, including behavioral studies, as per local policy/regulatory norms of the entities. Items that neither re-price nor have a defined maturity are included in the ‘greater than five years’ category. This includes investments in the nature of equity, cash and cash equivalents and miscellaneous assets and liabilities. Fixed assets (other than leased assets) have been excluded from the above table.

(2) The categorization for these items is different from that reported in the financial statements.

(3) Off-balance sheet positions comprise derivatives, including foreign exchange forward contacts.

The following table sets forth, at the date indicated, the amount of our loans with residual maturities greater than one year that had fixed and variable interest rates.

		At March 31, 2014
		Fixed rate loans		Variable rate loans		Total
		(in millions)
Loans	Rs.	631,170	Rs.	2,221,371	Rs.	2,852,541

The following table sets forth, using the balance sheet at year-end fiscal 2014 as the base, one possible prediction of the impact of adverse changes in interest rates on net interest income for fiscal 2015, assuming a parallel shift in the yield curve at year-end fiscal 2014.

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	At March 31, 2014
	Change in interest rates (in basis points)
		(100)			(50)			50		100
	(in millions)
Rupee portfolio	Rs.	(7,685	)	Rs.	(3,842	)	Rs.	3,842	Rs.	7,685
Foreign currency portfolio		(1,191	)		(596	)		596		1,191
Total	Rs.	(8,876	)	Rs.	(4,438	)	Rs.	4,438	Rs.	8,876

Based on our asset and liability position at year-end fiscal 2014, the sensitivity model shows that net interest income from the banking book for fiscal 2015 would rise by Rs. 8.9 billion if interest rates increased by 100 basis points during fiscal 2015. Conversely, the sensitivity model shows that if interest rates decreased by 100 basis points during fiscal 2015, net interest income for fiscal 2015 would fall by an equivalent amount of Rs. 8.9 billion. Based on our asset and liability position at year-end fiscal 2013, the sensitivity model showed that net interest income from the banking book for fiscal 2014 would rise by Rs. 6.8 billion if interest rates increased by 100 basis points during fiscal 2014. Conversely, the sensitivity model showed that if interest rates decreased by 100 basis points during fiscal 2013, net interest income for fiscal 2014 would fall by an equivalent amount of Rs. 6.8 billion.

Sensitivity analysis, which is based upon static interest rate risk profile of assets and liabilities, is used for risk management purposes only and the model above assumes that during the course of the year no other changes are made in the respective portfolios. Actual changes in net interest income will vary from the model.

Price Risk (Trading Book)

The following table sets forth, using the fixed income portfolio at year-end fiscal 2014 as the base, one possible prediction of the impact of changes in interest rates on the value of our fixed income held for trading portfolio for fiscal 2014, assuming a parallel shift in interest rate curve.

	At March 31, 2014
	Change in interest rates (in basis points)
	Portfolio Size			(100)		(50)		50			100
	(in millions)
Indian government securities	Rs.	67,376	Rs.	1,203	Rs.	607	Rs.	(607	)	Rs.	(1,203	)
Corporate debt securities		181,008		1,905		957		(957	)		(1,905	)
Total	Rs.	248,384	Rs.	3,108	Rs.	1,564	Rs.	(1,564	)	Rs.	(3,108	)

At year-end fiscal 2014, the total value of our fixed income trading portfolio was Rs. 248.4 billion. The sensitivity model shows that if interest rates increase by 100 basis points during fiscal 2015, the value of this portfolio would fall by Rs. 3.1 billion. Conversely, if interest rates fall by 100 basis points during fiscal 2015, the value of this portfolio would rise by Rs. 3.1 billion. At year-end fiscal 2013, the total value of our fixed income trading portfolio was Rs. 286.7 billion. The sensitivity model showed that if interest rates increased by 100 basis points during fiscal 2014, the value of this portfolio would fall by Rs. 7.3 billion. Conversely, if interest rates fell by 100 basis points during fiscal 2014, the value of this portfolio would rise by Rs. 7.3 billion. The sensitivity for fixed income trading portfolio decreased in fiscal 2014 compared to fiscal 2013 primarily due to a decrease in the duration of the securities and decrease in trading portfolio size.

At year-end fiscal 2014, the total outstanding notional principal amount of our trading interest rate derivatives portfolio was Rs. 3,137.1 billion compared to Rs. 3,201.2 billion at year-end fiscal 2013. The sensitivity model shows that if interest rates increase by 100 basis points, the value of this portfolio would rise by Rs. 0.8 billion. At year-end fiscal 2014, the total outstanding notional principal amount of our trading currency derivatives (such as futures, options and cross currency interest rate swaps) portfolio was Rs. 1,019.5 billion compared to Rs. 952.9 billion at year-end fiscal 2013. The sensitivity model shows that if interest rates increase by 100 basis points, the value of this portfolio would rise by Rs. 1.1 billion. At year-end fiscal 2014, the total outstanding notional principal amount of our trading foreign exchange portfolio was Rs. 2,342.1 billion compared to Rs. 2,457.7 billion at year-end

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fiscal 2013. The sensitivity model shows that if interest rates increase by 100 basis points, the value of this portfolio would fall by Rs. 0.07 billion.

Equity Risk

We assume equity risk both as part of our investment book and our trading book. At year-end fiscal 2014, we had a total equity investment portfolio of Rs. 44.6 billion, primarily comprising Rs. 14.3 billion of investments by the Bank and Rs. 29.1 billion of investments by our insurance subsidiaries. Additionally, ICICI Securities and ICICI Securities Primary Dealership also have a small portfolio of equity derivatives. The equity investments by the Bank include the equity portfolio of our proprietary trading group amounting to Rs. 1.4 billion and other equity investments amounting to Rs. 12.9 billion. These other equity investments are primarily unlisted and long-term in nature. We also invest in private equity and venture capital funds, primarily those managed by our subsidiary ICICI Venture Funds Management Company. These funds invest in equity and equity linked instruments. Our investments through these funds are similar in nature to our other equity investments and are subject to the same risks. In addition, they are also subject to risks in the form of changes in regulation and taxation policies applicable to such equity funds. For further information on our trading and available-for-sale investments, see “—Overview of Our Products and Services—Investment Banking—Treasury”.

The risk in the equity portfolio of the proprietary trading group, which manages the equity trading book of the Bank, is controlled through a value-at-risk approach and stop loss limits, as stipulated in the Investment Policy. Value-at-risk measures the statistical risk of loss from a trading position, given a specified confidence level and a defined time horizon.

The Bank computes value-at-risk using historical simulation model for limit monitoring purposes. The value-at-risk is calculated using a 99% confidence level and a holding period of one day.

The following table sets forth the high, low, average and period-end value-at-risk.

	High		Low		Average		At March 31, 2014
	Rs. in million
Value-at-risk		256.1		36.7		88.3		125.7

We monitor the effectiveness of the value-at-risk model by regularly back-testing its performance. Statistically, we would expect to see losses in excess of value-at-risk only 1% of the time over a one-year period. During fiscal 2014, hypothetical losses exceed the value-at-risk estimates for nine days. An examination of these nine outliers revealed that these losses occurred on days when the stocks in the equity portfolio experienced high price volatility. Most of these losses were incurred during the period May 2013 to August 2013, a period of high volatility across the markets in India.

The following table sets forth a comparison of the hypothetical daily profit/loss, computed on the assumption of no intra-day trading, and value-at-risk calculated using the historical simulation model during fiscal 2014.

	Average			On March 31, 2014
	Rs. in million
Hypothetical daily profit/(loss)		(0.8	)		(14.8	)
Value-at-risk		88.3			125.7

The high and low hypothetical daily profit/(loss) during fiscal 2014 was Rs. 153 million and Rs. (115) million respectively.

While value-at-risk is an important tool for measuring market risk under normal market conditions, it has inherent limitations that should be taken into account, including its inability to accurately predict future losses when extreme events are affecting the markets, because it is based on the assumption that historical market data is indicative of future market performance. Moreover, different value-at-risk calculation methods use different assumptions and hence may produce different results, and computing value-at-risk at the close of the business day would exclude intra-day risk. There is also a general possibility that the value-at-risk model may not fully capture all the risks present in the portfolio.

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Exchange Rate Risk

The Bank offers foreign currency hedge instruments like swaps, forwards, and currency options to clients, which are primarily banks and corporate customers. The Bank uses cross currency swaps, forwards, and options to hedge against exchange risks arising out of these transactions and for foreign currency loans that are originated in currencies different from the currencies of borrowings supporting them. Some of these transactions may not meet the hedge accounting requirements and are subject to mark-to-market. Trading activities in the foreign currency markets expose us to exchange rate risks. This risk is mitigated by setting counterparty limits, stipulating daily and cumulative stop-loss limits, and engaging in exception reporting.

The Reserve Bank of India has permitted banks to offer foreign currency-rupee options by banks for hedging foreign currency exposures including hedging of balance sheet exposures to the users. The Bank has been offering such products primarily to corporate clients and other inter-bank counterparties. All the options positions are maintained within the limits specified in the Investment Policy. The foreign exchange rate risk is monitored through the net overnight open position limit approved by the Reserve Bank of India.

Assuming a 1% movement in each of the foreign currencies against the respective base currency, our exchange rate sensitivity comes to Rs. 22 million and Rs. 10 million at year-end fiscal 2014 and year-end fiscal 2013 respectively. The above numbers are without any netting benefit across base currencies. The Bank also monitors Greeks of its currency options.

Derivative Instruments Risk

The Bank offers various derivative products, including options and swaps, to clients for their risk management purposes. The Bank also enters into interest rate and currency derivative transactions for the purpose of hedging interest rate and foreign exchange mismatches and also engages in trading of derivative instruments on its own account.

The Bank generally does not carry market risk on client derivative positions as the Bank covers its positions in the inter-bank market. Profits or losses on account of currency movements on these transactions are borne by the clients. However, for the transactions which are not covered in the inter-bank market, the Bank has open positions within the limits prescribed in its Investment Policy. The derivative transactions are subject to counterparty risk to the extent particular obligors are unable to make payment on contracts when due. During fiscal 2009, due to high exchange rate volatility as a result of the financial crisis, a number of clients experienced significant mark-to-market losses in derivative transactions. On maturity or premature termination of the derivative contracts, these mark-to-market losses became receivables owed to the Bank. Some clients did not pay their derivatives contract obligations to the Bank in a timely manner and, in some instances, clients filed lawsuits to avoid payment of derivatives contract obligations entirely. In other instances, at the request of clients, the Bank converted overdue amounts owed to the Bank into loans and advances. See also “Risk Factors—Risks Relating to Our Business—We and our customers are exposed to fluctuations in foreign exchange rates”.

In October 2008, the Reserve Bank of India issued guidelines requiring banks to classify derivative contract receivables overdue for 90 days or more as non-performing assets. Pursuant to these guidelines, the Bank reverses derivative contracts receivables in its income statement when they are overdue for more than 90 days. After reversal, any expected recovery is accounted for only on actual receipt of payment.

As per Reserve Bank of India guidelines issued in August 2011, for a derivative contract where a crystallized receivable is overdue for more than 90 days, in addition to reversing crystallized receivable through the profit and loss account, any other positive mark-to-market on derivative contracts for such customer is also required to be reversed through the profit and loss account. Further, if any credit facility is overdue for more than 90 days, any crystallized receivable and positive mark-to-market on derivative contracts for such customer is also required to be reversed through the profit and loss account. The guidelines also disallow netting of receivables and payables from/to the same counterparty. The exposure to qualifying central counterparties can be netted as prescribed by extant Reserve Bank of India guidelines.

The Bank pursues a variety of recovery strategies to collect receivables owed in connection with derivative contracts. These strategies include, among other approaches, set-offs against any other payables to the same client, negotiated settlements, rescheduling of obligations, the exercise of rights against collateral (if available) and legal

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redress. The Bank selects collection strategies and makes assessments of collectability based on all available financial information about a client account as well as economic and legal factors that may affect its recovery efforts.

We had no credit exposure in funded credit derivatives instruments and non-funded credit derivatives instruments at year-end fiscal 2014 compared to Rs. 0.8 billion of funded credit derivatives instruments and Rs. 3.5 billion of non-funded credit derivatives instruments at year-end fiscal 2013.

Credit Spread Risk

Credit spread risk arises out of investments in fixed income securities. Hence, volatility in the level of credit spreads would impact the value of these portfolios held by the Bank. The Bank closely monitors its portfolio and risk is monitored by setting investment limits, rating-wise limits, single issuer limit, maturity limits and stipulating daily and cumulative stop-loss limits.

The following table sets forth, using our held for trading portfolio at year-end fiscal 2014 as the base, one possible prediction of the impact of changes in credit spreads on the value of the trading portfolio, assuming a parallel shift in credit spreads.

		At March 31, 2014
		Change in credit spread (in basis points)
		Portfolio Size		(100)		(50)		50			100
		(in millions)
Corporate debt securities	Rs.	181,008	Rs.	1,905	Rs.	957	Rs.	(957	)	Rs.	(1,905	)

At year-end fiscal 2014, our held for trading portfolio (excluding government securities) was Rs. 181.0 billion. The sensitivity model showed that if credit spreads increased by 100 basis points during fiscal 2015, the value of this portfolio would fall by Rs. 1.9 billion. Conversely, if credit spreads fall by 100 basis points during fiscal 2015, the value of this portfolio would rise by Rs. 1.9 billion. At year-end fiscal 2013, our held for trading portfolio (excluding government securities) was Rs. 213.2 billion. The sensitivity model shows that if credit spreads increase by 100 basis points during fiscal 2014, the value of this portfolio would fall by Rs. 4.7 billion. Conversely, if credit spreads fall by 100 basis points during fiscal 2014, the value of this portfolio would rise by Rs. 4.7 billion.

Liquidity Risk

Liquidity risk is the current and prospective risk arising out of an inability to meet financial commitments as they fall due, through available cash flows or through the sale of assets at fair market value. It includes both, the risk of unexpected increases in the cost of funding an asset portfolio at appropriate maturities and the risk of being unable to liquidate a position in a timely manner at a reasonable price.

The goal of liquidity risk management is to be able, even under adverse conditions, to meet all liability repayments on time and to fund all investment opportunities by raising sufficient funds either by increasing liabilities or by converting assets into cash expeditiously and at reasonable cost.

The Bank manages liquidity risk in accordance with its Asset Liability Management Policy. This policy is framed as per the current regulatory guidelines and is approved by the Board of Directors. The Asset Liability Management Policy is reviewed periodically to incorporate changes as required by regulatory stipulation or to realign the policy with changes in the economic landscape. The Asset Liability Management Committee of the Bank formulates and reviews strategies and provides guidance for management of liquidity risk within the framework laid out in the Asset Liability Management Policy. The Asset Liability Management Committee comprises executive directors, Presidents, Chief Financial Officer, Senior General Managers in charge of Risk and Treasury and heads of business groups. The Risk Committee of the Board, a Board Committee, has oversight of the Asset Liability Management Committee.

The Bank uses various tools for the measurement of liquidity risk including the statement of structural liquidity, dynamic liquidity cash flow statements, liquidity ratios and stress testing through scenario analysis. The statement of structural liquidity is used as a standard tool for measuring and managing net funding requirements and the

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assessment of a surplus or shortfall of funds in various maturity buckets in the future. The cash flows pertaining to various assets, liabilities and off-balance sheet items are placed in different time buckets based on their contractual or behavioral maturity. The statement of structural liquidity of rupee currency for domestic operations, and statement of structural liquidity all currencies together for international operations of the Bank (country-wise and in aggregate) are prepared on daily basis. The statement of structural liquidity of foreign currency for domestic operations, consolidated statement for domestic operations and for the Bank as a whole are prepared on fortnightly basis. The utilization against gap limits laid down for each bucket is reviewed by Asset Liability Management Committee of the Bank.

The Bank also prepares dynamic liquidity cash flow statements, which in addition to scheduled cash flows, also consider the liquidity requirements pertaining to incremental business and the funding thereof. The dynamic liquidity cash flow statements are prepared in close coordination with the business groups, and cash flow projections based on the statements are periodically presented to the Asset Liability Management Committee. As a part of the stock and flow approach, the Bank also monitors various liquidity ratios, and limits are laid down for these ratios in the Asset Liability Management Policy.

The Bank has diverse sources of liquidity to allow for flexibility in meeting funding requirements. For the domestic operations, current accounts and savings deposits payable on demand form a significant part of the Bank’s funding and the Bank is implementing its strategy to sustain and grow this segment of deposits along with retail term deposits. These deposits are augmented by wholesale deposits, borrowings and through the issuance of bonds and subordinated debt from time to time. Loan maturities and sale of investments also provide liquidity. The Bank holds unencumbered, high quality liquid assets and has certain mitigating measures to protect against stress conditions.

For domestic operations, the Bank also has the option of managing liquidity by borrowing in the inter-bank market on a short-term basis. The overnight market, which is a significant part of the inter-bank market, is susceptible to volatile interest rates. To limit the reliance on such volatile funding, the Asset Liability Management Policy stipulates limits for borrowing and lending in the inter-bank market. The Bank also has access to refinancing facilities extended by the Reserve Bank of India and other financial institutions against refinance eligible assets.

For its overseas branches, the Bank also has a well-defined borrowing program. In order to maximize borrowings at a reasonable cost through its branches, liquidity in different markets and currencies is targeted. The wholesale borrowings are in the form of bond issuances, syndicated loans from banks, money market borrowings, interbank bilateral loans and deposits, including structured deposits. The Bank also raises refinance from other banks against the buyers’ credit and other trade assets. Those loans that meet the Export Credit Agencies’ criteria are refinanced as per the agreements entered into with these agencies. The Bank also mobilizes retail deposit liabilities, in accordance with the regulatory framework in place in the respective host country.

We maintain prudential levels of liquid assets in the form of cash, balances with the central bank and government securities, money market and other fixed income securities. Currently, as stipulated by the regulator, banks in India are required to maintain their statutory liquidity ratio at a level of 22.5% of net demand and time liabilities in India and their cash reserve ratio at a level of 4.0% of net demand and time liabilities in India. The Bank generally holds additional securities over and above the stipulated level.

Further, the Bank has a board approved liquidity stress testing framework, under which the Bank estimates its liquidity position under a range of stress scenarios, and considers possible measures that the Bank could take to mitigate the outflows under each scenario. These scenarios cover bank specific, market-wide and combined stress situations and have been separately designed for the domestic and international operations of the Bank. Each scenario included in the stress-testing framework covers a time horizon of 28 days. The stress-testing framework measures the impact on profit due to liquidity outflows for each scenario, considering possible measures that the Bank could take to mitigate the stress. The impact on profits is subject to a stress tolerance limit specified by the Board of Directors. The results of liquidity stress testing are reported to the Asset Liability Management Committee on a monthly basis. During fiscal 2014, the results of each of the stress scenarios were within the Board-prescribed limits.

The Risk Committee of the Board has further approved a Liquidity Contingency Plan, which lays down a framework for ongoing monitoring of potential liquidity contingencies and an action plan to meet such contingencies. The Liquidity Contingency Plan lays down several liquidity indicators, which are monitored on a

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predefined (daily or weekly) basis and also defines the protocol and responsibilities of various teams in the event of a liquidity contingency.

Similar frameworks to manage liquidity risk have been established at each of the overseas banking subsidiaries of the Bank addressing the risks they run as well as incorporating host country regulatory requirements as applicable.

The Prudential Regulation Authority classifies ICICI Bank United Kingdom as an individual liquidity adequacy standards firm, which means it is required to meet certain quantitative requirements set out in the Prudential sourcebook for banks, building societies and investment firms. In addition, effective June 27, 2012, the Prudential Regulation Authority issued liquidity guidelines which specify the quantity of liquid assets (in any currency that the Prudential Regulation Authority deems material with respect to ICICI Bank United Kingdom and also on an all currency combined basis) that the Prudential Regulation Authority believes is appropriate for ICICI Bank United Kingdom to hold.

Canadian regulations impose no liquidity pool requirements or liquidity buffer requirements on regulated Canadian banks, including ICICI Bank Canada. However, the Office of the Superintendent of Financial Institutions expects each such bank to have an internal liquidity policy articulating and defining the role of liquid assets within the bank’s overall liquidity management system and establishing minimum targets for liquid asset holdings. ICICI Bank Canada has a liquidity management policy and market risk management policy that are approved by its board of directors. These policies require ICICI Bank Canada to maintain a certain percentage of its customer liabilities in liquid assets and to maintain sufficient liquidity to cover net outflows in the “up to 30 days” maturity bucket.

The Central Bank of Russia requires banks in Russia to maintain a reserve that is deposited with the Central Bank of Russia based on a certain percentage of the banks’ liabilities. The Central Bank of Russia also requires banks in Russia to comply with certain limits on regulatory ratios relating to liquidity mismatches, especially to liquidity mismatches that may occur due to net outflows in the “next day,” “up to 30 days,” and “more than 1 year” maturity buckets.

Our subsidiary in the United Kingdom raises funding through wholesale and retail sources. Wholesale sources comprise issuance of bonds through an MTN programme, bilateral and club loans as well as repo borrowings. In the retail segment, it raises deposits through its branch network as well as its internet platform. A buffer of high quality liquid assets/central bank reserves is maintained against these deposits. Our subsidiary in Canada is funded through diversified funding sources from retail as well as wholesale sources like borrowings through securitization of insured mortgages across tenor buckets.

See also “Operating and Financial Review and Prospects—Liquidity Risk”.

Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk includes legal risk but excludes strategic and reputational risks. Legal risk includes, but is not limited to, exposure to fines, penalties or punitive damages resulting from supervisory actions, as well as private settlements. For a discussion on our vulnerability to operational risk, see “Risk Factors—Risks Relating to Our Business—There is operational risk associated with the financial industry which, when realized, may have an adverse impact on our business”.

The management of operational risk is governed by the Operational Risk Management Policy approved by the Board of Directors. The policy is applicable across the Bank including overseas branches, ensuring a clear accountability and responsibility for management and mitigation of operational risk, developing a common understanding of operational risk and helping the business and operation groups units to improve internal controls. Operational risk can result from a variety of factors, including failure to obtain proper internal authorizations, improperly documented transactions, failure of operational and information security procedures, computer systems, software or equipment, fraud, inadequate training and employee errors. Operational risk is sought to be mitigated by maintaining a comprehensive system of internal controls, establishing systems and procedures to monitor transactions, maintaining key back-up procedures and undertaking regular contingency planning.

In each of the banking subsidiaries, local management is responsible for implementing operational risk management framework through the operational risk management policy approved by their respective boards.

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Operational Controls and Procedures in Branches

The Bank has put in place comprehensive operating manuals detailing procedures for the processing of various banking transactions. Amendments to these manuals are implemented through circulars, which are accessible to our branch employees on the intranet of the Bank. In addition, our branches are supported by product, marketing, audit and compliance teams. Our core banking application software has multiple security features to protect the integrity of applications and data.

Transactions relating to customer accounts are processed based on built-in system checks and authorization procedures. Cash transactions over a specified limit are subjected to enhanced scrutiny to avoid potential money laundering.

Operational Controls and Procedures for Internet Banking

The Bank has put in place adequate authentication and authorization controls for transactions through internet banking by customers. In addition to login password, transactions are authorized through grid-level value authentication (a grid is a unique set of numbers printed on the debit card). Additionally, a one-time password is sent to the customer’s registered mobile number for the addition of a payee for fund transfers. Additionally, one-time password (sent to registered mobile number) authentication is also required in case the login is from a different system, browser, blacklisted IP addresses or blacklisted country. Internet transactions using credit cards require additional password-based authentication besides other authentications present on the card. Text message alerts are also sent to the customer for internet-based transactions beyond a threshold level. To prevent phishing and internet-related fraud, the Bank also regularly communicates with customers. The internet banking infrastructure is secured through the multi-layer information security controls, including firewalls, intrusion prevention systems and network level access controls. These are supplemented by periodic penetration tests, vulnerability assessments and continuous security incident monitoring of internet banking servers.

Operational Controls and Procedures in the Regional Processing Centers and Central Processing Center

The Bank has 49 regional processing centers located at various cities across the country. These regional processing centers engage in activities like processing clearing checks and inter-branch transactions, outstation check collections, and engage in back-office activities for account opening, renewal of deposits and salary transaction processing of corporations. There are currency chests located at 35 locations in various cities across India, which cater to the cash requirements of branches and ATMs.

Our central processing centers, two located in Mumbai and one in Hyderabad, process the transactions on a nationwide basis for the issuance of debit cards, mailing of personal identification numbers, reconciliation of ATM transactions, issuance of passwords to internet banking customers and internet banking bill payments and processing of credit card transactions. Centralized processing has also been extended to activities like issuance of personalized checkbooks and the activation of newly opened accounts.

Operational Controls and Procedures in Treasury

The Bank has put in place a comprehensive internal control structure with respect to its treasury operations. The control measures include the segregation of duties between treasury front-office and treasury control and service office, automated control procedures, continuous monitoring procedures through detailed reporting statements, and a well-defined code of conduct for dealers. The Bank has also set up limits in respect of treasury operations including deal-wise limits and product-wise limits. In order to mitigate the potential mis-selling risks, if any, a labeling policy has been implemented. Similarly in order to mitigate potential contractual risks, if any, negotiations for deals are recorded on a voice recording system. All key processes in treasury operations are documented and approved by the Bank’s Product and Process Approval Committee. Some of the control measures include deal validation, independent confirmation, documentation, limits monitoring, treasury accounting, settlement, reconciliation and regulatory compliance. Middle-office group reviews the unconfirmed, unsettled deals if any, on a regular basis and follows up for timely confirmation or settlement. There is a mechanism of escalation to senior management in case of delays in settlement or confirmation beyond a time period. In addition to the above, concurrent and internal audits are also there in respect of treasury operations. The control structure in our treasury operations is designed to minimize errors, prevent potential fraud and provide early-warning signals.

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Operational Controls and Procedures in Retail Asset Operations

Retail asset operations comprise decentralized retail asset operations and central asset operations. Activities of decentralized operations include disbursement and regular banking activities. Decentralized retail asset operations support operations relating to retail asset products across the country. Disbursements are done through automated processes with sufficient internal checks and controls like fund transfers through the National Electronic Funds Transfer system and Real Time Gross Settlement system. An independent team conducts regular banking activity, reconciliation and publishes management reports to the senior management.

The central asset operations unit is located in Mumbai, while regional operations units are located at Delhi, Hyderabad and Chennai. These central and regional units support operations relating to retail asset products across the country. The central asset operations unit carries out activities like loan accounts maintenance, accounting and reconciliation, payouts and repayment management activities for all retail asset products.

Operational Controls and Procedures for Corporate Banking

Corporate banking is organized into a zonal structure. The front office is responsible for sourcing clients and performing a credit analysis of the proposal. The credit risk is independently evaluated by the Risk Management Group. Operations regarding corporate banking products and services are supported by the middle office and back office with well-defined process ownership. The key processes and their ownership are documented through process notes which are reviewed periodically. The middle office conducts verification and scrutiny of the documents and memos to ensure mitigation of post-approval risks. It also monitors adherence to the terms of approval by periodically publishing compliance monitoring reports. The back office in corporate operations comprises units responsible for the execution of trade finance, cash management and general banking transactions based on the requests and instructions initiated through channels including branches.

Operational Controls and Procedures for Commercial Banking

Commercial banking products and services are offered through identified commercial and retail branches, which are spread across all major business centers throughout the country. The commercial branches are led by senior branch heads, who are experienced commercial bankers. The transactions initiated at the mega branches are processed by independent and centralized operation units responsible for the execution of trade finance, cash management and general banking transactions.

Operational Controls and Procedures in Rural Loan Operations

Operational controls and procedures for corporate customers in rural and agricultural banking are similar to those of other corporate customers. For other loans, duly approved disbursement requests are submitted to local operations teams where they are checked for completeness and tallied with the terms of approval, before loans are disbursed. Account reconciliation and other monitoring activities are conducted centrally by an independent team.

Anti-Money Laundering Controls

The Bank has implemented the Know Your Customer /Anti-Money Laundering /Combating of Financing of Terrorism guidelines in accordance with the provisions under Prevention of Money Laundering Act, 2002, rules promulgated thereunder and guidelines issued by the regulators from time to time.

Implementation of these guidelines includes the formulation of a Group Anti-money Laundering Policy with the approval of the Board of Directors of the Bank which also covers the overseas branches/subsidiaries; oversight by the Audit Committee on the implementation of the Anti-Money Laundering framework; appointment of a senior level officer as Money Laundering Reporting Officer who has the day-to-day responsibility for implementation of the anti-money laundering framework; implementation of adequate Know Your Customer procedures based on risk categorization of customer segments, screening of names of customers with negative lists issued by the regulators and customer risk categorization for classifying the customers into high, medium and low risk segments; risk-based transaction monitoring and regulatory reporting procedures through automated applications; implementing appropriate mechanisms to train employees and to create customer awareness on this subject.

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The Know-Your-Customer procedures take into account the risk assessment of product and customer segments, with basic due diligence performed for low risk, enhanced due diligence performed for high risk customers pursuant to the Reserve Bank of India guidelines.

The Bank also adheres to the anti-money laundering requirements as specified by the regulators of respective geographies. The Bank’s anti-money laundering framework is subject to audit by the Internal Audit Department and their observations are reported to the Audit Committee at regular intervals.

Our life insurance subsidiary has implemented Know-Your-Customer/Anti-Money Laundering/Combating of Financing of Terrorism guidelines issued according to the Prevention of Money Laundering Act, 2002 and guidelines issued by Insurance Regulatory and Development Authority from time to time.

Anti-Money Laundering/Combating Financing of Terrorism Policy is approved by the Board of Directors of the life insurance subsidiary. The Policy is also in accordance with the Group Anti-Money-Laundering policy and includes oversight by the Audit Committee on the implementation of the Anti-Money Laundering framework, appointment of a senior level officer as Money Laundering Prevention Officer who has the day-to-day responsibility for implementation of the anti-money laundering framework, adoption of a risk-based Anti-Money-Laundering framework, implementation of adequate Know-Your-Customer procedures based on risk categorization of customer segments, screening of customers against sanctioned lists, risk-based transaction monitoring, regulatory reporting procedures and appropriate mechanisms to train employees and to create customer awareness on this subject.

Anti-Money laundering framework is reviewed by the Internal Audit Department and its observations are periodically reported to the Audit Committee.

Following the release on the internet of videos in March-April 2013 forming part of a sting operation on banks and insurance companies in India, that purported to show the Bank’s frontline branch employees engaging in conversations that would violate the Group Code of Business Conduct and Ethics and could have, if any transactions had been consummated, led to violations of anti-money laundering and know your customer norms, the Reserve Bank of India undertook investigations at ICICI Bank and over 30 other banks in India. While the Reserve Bank of India’s investigations did not reveal any prima facie evidence of money laundering, the Reserve Bank of India has imposed an aggregate penalty of Rs. 665 million (US$11 million) on 31 Indian banks, including Rs. 10 million (US$ 0.2 million) on ICICI Bank, for instances of violation of applicable regulations. See “Risk Factors—Risks Relating to Our Business—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action, whether formal or informal. Following the financial crisis, regulators are increasingly viewing us, as well as other financial institutions, as presenting a higher risk profile than in the past.” and “Risk Factors—Risks Relating to Our Business—Negative publicity could damage our reputation and adversely impact our business and financial results and the price of our equity shares and ADSs.”

Audit

The Internal Audit Group provides independent, objective assurance on the effectiveness of internal controls, risk management and corporate governance and suggests improvements. It helps us accomplish our objectives by evaluating and improving the effectiveness of risk management, internal controls and governance processes, through a systematic and disciplined approach. The Internal Audit Group acts as an independent entity and reports to the Audit Committee of the Board.

The Internal Audit Group maintains staff with sufficient knowledge, skills, experience and professional certifications. It deploys audit resources with expertise in audit execution and adequate understanding of business activities. The processes within Internal Audit Group are certified under ISO 9001-2008. Further, an assessment of the quality of assurance provided by the Internal Audit Group is conducted through an independent external firm once in three years.

The Internal Audit Group has adopted a risk based audit methodology in accordance with the Reserve Bank of India guidelines. The risk-based audit methodology is outlined in the Internal Audit Policy approved by the Board of Directors. An annual risk-based audit plan is drawn up based on the risk-based audit methodology and is approved by the Audit Committee of the Board. Accordingly, the Internal Audit Group undertakes a comprehensive audit of all branches, business groups and other functions in accordance with the risk-based audit plan.

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The Internal Audit Group also has a dedicated team responsible for information technology security audits. The annual audit plan covers various components of information technology including applications, databases, networks and operating systems.

The Reserve Bank of India requires banks to have a process of concurrent audits at business groups dealing with treasury functions and branches handling large volumes, to cover a minimum of 50.0% of credit, deposits and other risk exposures of the Bank. Accordingly, the Internal Audit Group has formulated a strategy for concurrent audits at treasury-related functions and branches. Concurrent audits are also carried out at centralized and regional processing centers and at centralized operations with a focus on areas that are identified as needing transaction testing and also to ensure existence of and adherence to internal controls.

The audit of overseas banking subsidiaries and domestic non-banking subsidiaries is carried out by a dedicated team of resident auditors attached to the respective subsidiaries. These audit teams functionally report to the Audit Committees of the respective subsidiary and to the Internal Audit Group. The audit of overseas branches and representative offices is carried out by audit teams consisting of auditors from India as well as a resident auditor based at the Singapore branch. International operations outsourced to India are audited by a team of auditors in India.

Legal and Regulatory Risk

We are involved in various litigations and are subject to a wide variety of banking and financial services laws and regulations in each of the jurisdictions in which we operate. We are also subject to a large number of regulatory and enforcement authorities in each of these jurisdictions. The uncertainty of the enforceability of the obligations of our customers and counter-parties, including the foreclosure on collateral, creates legal risk. Changes in laws and regulations could adversely affect us. Legal risk is higher in new areas of business where the law is often untested by the courts. We seek to minimize legal risk by using stringent legal documentation, employing procedures designed to ensure that transactions are properly authorized and consulting internal and external legal advisors. See also “Risk Factors—Risks Relating to Our Business— We are involved in various litigations. Any final judgment awarding material damages against us could have a material adverse impact on our future financial performance and, our stockholders’ equity” and “Risk Factors—Risks relating to Our Business—The regulatory environment for financial institutions is facing unprecedented change in the post-financial crisis environment”.

Risk Management Framework for International Operations

ICICI Bank has adopted a risk management framework for its international banking operations, including overseas branches and offshore banking unit. Under the framework, the Bank’s credit, investment, asset liability management and anti-money laundering policies apply to all the overseas branches and offshore banking units, with modifications to meet local regulatory or business requirements. These modifications may be made with the approval of our Board of Directors or the committees designated by the Board of Directors. The Board of Directors/designated committee of the Board approve their respective risk management policies, based on applicable laws and regulations as well as the Bank corporate governance and risk management framework. Policies at the overseas banking subsidiaries are approved by Board of Directors of the respective subsidiaries and are framed in consultation with the related groups in the Bank as per the risk management framework.

The Compliance Group oversees regulatory compliance at the overseas branches and offshore banking subsidiaries. Compliance risk assessment along with the key risk indicators pertaining to our domestic and international banking operations are presented to the Risk Committee of our Board of Directors on a periodic basis. Management of regulatory compliance risk is considered as an integral component of the governance framework at the Bank and its subsidiaries along with the internal control mechanisms. We have therefore adopted an appropriate framework for compliance, by formulating the Group Compliance Policy, which is approved by the Board of Directors and is reviewed from time to time. The Group Compliance Policy outlines a framework for identification and evaluation of the significant compliance risks, on a consolidated basis, in order to assess how these risks might affect our safety and soundness.

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Risk Management in Key Subsidiaries

ICICI Bank UK

ICICI Bank UK is primarily exposed to credit risk, market risk (including interest and liquidity risks), operational risk, compliance and reputation risk.

The Board of Directors of ICICI Bank UK is responsible for oversight and control of the functioning of ICICI Bank UK and approves all major policies and procedures. The Board is assisted by its sub-committees, the Audit Committee, Governance Committee, Risk Committee and Credit Committee which have been constituted to facilitate focused oversight on various risks. Policies approved from time to time by the Board/or the Board’s committees form the governing framework for each type of risk. Business activities are undertaken within this policy framework.

All credit risk related issues are governed by ICICI Bank UK’s Credit Risk Management Policy. ICICI Bank UK takes a two-tier approach to assessment of credit risk-first review by the commercial officer proposing the transaction followed by a credit officer’s independent assessment of the same. Credit risk is also managed at the portfolio level by monitoring the key parameters of risk concentration such as industry exposures, country exposures, rating category based exposures, product specific exposures and large exposures. ICICI Bank UK has board approved policies for managing market risk such as its treasury policy manual, trading book policy statement, valuation, model validation policy and independent price verification policy. For monitoring and managing market risk, it uses various risk metrics, including the duration of equity, price value of one basis point change in interest rate, price value of one basis point change in credit spread and stop loss limits. ICICI Bank UK uses various tools for measurement of liquidity risk including the statement of structural liquidity, dynamic liquidity gap statements, liquidity ratios and stress testing through scenario analysis. In line with its liquidity risk appetite, ICICI Bank UK maintains adequate high quality liquid assets/central bank reserves to cover projected stressed outflows under various scenarios as approved by the Board in the Individual Liquidity Adequacy Assessment framework. The management of operational risk (including fraud and conduct risks) is governed by the Operational Risk Management Policy approved by the Risk Committee. Operational risk elements covered in the Operational Risk Management Policy include operational incident management, techniques for risk identification and measurement, monitoring through key risk indicators and risk mitigation techniques.

ICICI Bank Canada

ICICI Bank Canada is primarily exposed to credit risk, market risk (including interest and liquidity risks), operational risk, compliance and reputation risk. ICICI Bank Canada has developed a risk management framework to ensure that the risks are identified, measured and monitored effectively. The framework also requires the establishment of policies and procedures to monitor and mitigate the risks.

The Board of Directors of ICICI Bank Canada has oversight on all risks assumed by ICICI Bank Canada. The Board has established committees and assigned specific mandates to the committees for providing oversight for the various risks facing it. The policies approved by the Board create the governing framework for managing various risks facing it. Business activities are undertaken within this policy framework.

The Risk Committee of the Board has delegated the operational responsibility for credit risk management to the Management Credit Committee within the broad parameters and limits laid down in the Credit and Recovery Policy. The Management Credit Committee approves credit proposals before recommending them to Risk Committee, manages the credit risk on a portfolio basis and reviews asset quality and portfolio quality on a monthly basis and the same is presented to the Risk Committee at least on a quarterly basis.

The Risk Committee has delegated operational responsibility for market risk management and liquidity risk management to the Asset Liability Committee within the broad parameters and limits laid down in the Market Risk Management Policy and Liquidity Management Policy respectively. The Asset Liability Committee reviews matters pertaining to Investment and Treasury operations and the implementation of risk mitigation measures and recommends major policy changes governing treasury activities to the Risk Committee. Asset Liability Committee reviews adherence to market risk and liquidity risk requirements of the Office of the Superintendant of Financial Institutions (Canada’s banking regulator), internal control guidelines and limits.

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The Risk Committee has delegated operational responsibility for management of operational risk to the Operational Risk Committee under the Management Committee. Operational Risk Committee is responsible for managing operational risks in the day-to-day operations of ICICI Bank Canada. The Operational Risk Committee under the oversight of Management Committee reviews the Operational Risk Management implementation and operational risk profiles on a monthly basis.

ICICI Securities Primary Dealership

ICICI Securities Primary Dealership is a primary dealer and has government of India securities as a significant proportion of its portfolio. The Corporate Risk Management Group at ICICI Securities Primary Dealership has developed comprehensive risk management policies which seek to minimize risks generated by the activities of the organization. The Corporate Risk Management Group develops and maintains models to assess market risks which are constantly updated to capture the dynamic nature of the markets, and in this capacity participates in the evaluation and introduction of new products and business activities.

ICICI Securities Primary Dealership has constituted an internal Risk Management Committee comprising members of the Board of Directors of the company. The Committee debates various aspects of risk management and among other things decides risk and investment policies for its various businesses and ensures compliance with regulatory guidelines on risk management as well as with all the prudential and exposure limits set by the Board of Directors.

ICICI Prudential Life Insurance Company

The risk governance structure of ICICI Prudential Life Insurance Company consists of the Board, Board Risk Management Committee, Executive Risk Committee and its sub-committees. The Board Risk Management Committee consists of non-executive directors. The Board, on recommendation of Board Risk Management Committee, has approved policies to address various risks such as market risk, credit risk, liquidity risk, insurance risk and operational risk. In addition, the Board has also approved fraud prevention, reinsurance, underwriting and outsourcing policies.

The risk policies set out the governance structure for risk management in ICICI Prudential Life Insurance Company. The Executive Risk Committee is responsible for assisting the Board and the Board Risk Management Committee in their risk management duties and, in particular, is responsible for the approval of all new products launched by ICICI Prudential Life Insurance Company.

The Investment Risk Committee assists the Executive Risk Committee in identification, measurement, monitoring and control of market, liquidity and credit risks, including asset liability management through regular monitoring of the equity backing ratios and asset liability duration mismatch. ICICI Prudential Life Insurance Company has a liquidity contingency plan in place. The Insurance Risk Committee assists the Executive Risk Committee in identification, measurement, monitoring and control of insurance risks such as persistency, mortality, morbidity and expense risks.

The Operational Risk Committee assists the Executive Risk Committee in identification, measurement, monitoring and control of operational risks such as risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. The Outsourcing Committee assists the Executive Risk Committee on management of outsourcing risk arising due to use of services provided by a third party to perform activities on a continuous basis that would have been normally undertaken by ICICI Prudential Life Insurance Company.

The risk management model of ICICI Prudential Life Insurance Company comprises a four-stage continuous cycle, namely identification and assessment, measurement, monitoring and control of risks. ICICI Prudential Life Insurance Company’s risk policies detail the strategy and procedures adopted to follow the risk management cycle at the enterprise level. A risk report detailing the key risk exposures faced by ICICI Prudential Life Insurance Company and mitigation measures is placed before the Board Risk Management Committee on a periodic basis.

ICICI Lombard General Insurance Company

ICICI Lombard General Insurance Company is principally exposed to risks arising out of the nature of business underwritten and credit risk on its investment portfolio as well as the credit risk it carries on its reinsurers. In respect of business risk, ICICI Lombard General Insurance seeks to diversify its insurance portfolio across product classes,

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industry sectors and geographical regions. ICICI Lombard General Insurance focuses on achieving a balance between the corporate and retail portfolio mix to achieve favorable claim ratio and risk diversification. ICICI Lombard General Insurance has a risk retention and reinsurance policy whereby tolerance levels are set as per risk and on a per event basis. ICICI Lombard General Insurance also has the ability to limit its risk exposure by way of re-insurance arrangements. Investments of the company are governed by the investment policy approved by its Board of Directors within the norms stipulated by the Insurance Regulatory and Development Authority. The Investment Committee oversees the implementation of this policy and reviews it periodically. Exposure to any single entity is restricted to 5.0% of the portfolio and to any industry to 15.0% of the portfolio.

Controls and Procedures

We have carried out an evaluation under the supervision and with the participation of management, including the Managing Director and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act at year-end fiscal 2014.

As a result, it has been concluded that, as of the end of the period covered by this report, the disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in the reports we file and submit under the Securities Exchange Act is recorded, processed, summarized and reported as and when required.

However, as a result of our evaluation, we noted certain areas where our processes and controls could be improved. The Audit Committee monitors the resolution of any identified significant process and control improvement opportunities to a satisfactory conclusion. Like all financial institutions, we nevertheless believe there is room for further improvement. We are committed to continuing to implement and improve internal controls and our risk management processes, and this remains a key priority for us. We also have a process whereby business and financial officers throughout the Bank attest to the accuracy of reported financial information as well as the effectiveness of disclosure controls, procedures and processes.

There are inherent limitations to the effectiveness of any system, especially of disclosure controls and procedures, including the possibility of human error, circumvention or overriding of the controls and procedures, in a fast-changing environment or when entering new areas of business or expanding geographic reach. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

We have experienced significant growth in a fast-changing environment, and management is aware that this may pose significant challenges to the control framework. See also “Risk Factors—Risks Relating to Our Business—There is operational risk associated with financial industries which, when realized, may have an adverse impact on our business”.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act). Our internal control system has been designed to provide reasonable assurance regarding the reliability of financial reporting and preparation and fair presentation of published financial statements and net income and stockholders’ equity reconciliation statements, in accordance with respective applicable Generally Accepted Accounting Principles.

Management maintains an internal control system intended to ensure that financial reporting provides reasonable assurance that transactions are executed in accordance with the authorizations of management and directors, assets are safeguarded and financial records are reliable.

Our internal controls include policies and procedures that:

· pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of our assets;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and

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expenditures are made only in accordance with authorizations of management and the executive directors; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

All internal control systems, no matter how well-designed, have inherent limitations, and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management assessed the effectiveness of internal control over financial reporting at year-end fiscal 2014 based on criteria set by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (1992). Based on the assessment, management concluded that our internal control over financial reporting was effective at year-end fiscal 2014. Effectiveness of our internal control over financial reporting at year-end fiscal 2014 has been audited by KPMG, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

Change in Internal Control Over Financial Reporting

No change in our internal control over financial reporting occurred during the period covered by this annual report that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Loan Portfolio

Our gross loan portfolio was Rs. 3,964.9 billion at year-end fiscal 2014, an increase of 17.1% over the gross loan portfolio of Rs. 3,385.6 billion at year-end fiscal 2013. The gross loan portfolio increased by 12.5% to Rs. 3,385.6 billion at year-end fiscal 2013 from Rs. 3,008.2 billion at year-end fiscal 2012. At year-end fiscal 2014, approximately 64.6% of our gross loans were rupee loans.

Loan Portfolio by Categories

The following table sets forth, at the dates indicated, our gross (net of write-off) rupee and foreign currency loans by business category.

	At March 31,
	2010			2011			2012			2013			2014			2014
	(in millions)
Consumer loans and credit card receivables(1)	Rs.	954,245		Rs.	910,952		Rs.	1,040,975		Rs.	1,181,588		Rs.	1,470,783		US$	24,513
Rupee		923,831			888,953			946,778			1,068,305			1,251,032			20,850
Foreign currency(2)		30,414			21,999			94,197			113,283			219,751			3,663
Commercial(3)		1,367,175			1,732,675			1,967,210			2,204,054			2,494,150			41,569
Rupee		565,990			853,920			1,006,863			1,193,433			1,310,457			21,841
Foreign currency		801,185			878,755			960,347			1,010,621			1,183,693			19,728
Leasing and related activities(4)		17			7			–			–			-			-
Rupee		17			7			–			–			-			-
Foreign currency		–						–			–			-			-
Gross loans		2,321,437			2,643,634			3,008,185			3,385,642			3,964,933			66,082
Rupee		1,489,838			1,742,880			1,953,641			2,261,738			2,561,488			42,691
Foreign currency		831,599			900,754			1,054,544			1,123,904			1,403,445			23,391
Total gross loans		2,321,437			2,643,634			3,008,185			3,385,642			3,964,933			66,082
Allowance for loan losses		(63,656	)		(83,441	)		(86,931	)		(85,901	)		(91,515	)		(1,525	)
Net loans	Rs.	2,257,781		Rs.	2,560,193		Rs.	2,921,254		Rs.	3,299,741		Rs.	3,873,418		US$	64,557

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(1) Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables and farm equipment loans.

(2) Includes loans against foreign currency non-resident (bank) deposits of Rs. 82.4 billion at March 31, 2014.

(3) Includes builder financing and dealer financing.

(4) Leasing and related activities includes leasing and hire purchase.

Our gross rupee loans increased from Rs. 2,261.7 billion constituting 66.8% of our total gross loans at year-end fiscal 2013 to Rs. 2,561.5 billion constituting 64.6% of our total gross loans at year-end fiscal 2014 primarily due to an increase in consumer loans and credit card receivables. Our gross foreign currency loans increased from Rs. 1,123.9 billion, constituting 33.2% of our total gross loans at year-end fiscal 2013 to Rs. 1,403.4 billion, constituting 35.4% of our total gross loans at year-end fiscal 2014 primarily due to rupee depreciation, loans against foreign currency non-resident (bank) deposits, transfer of certain corporate bonds of ICICI Bank Canada from the available-for-sale category to loans and receivables and increase in insured mortgage loans. See also “Operating and Financial Review and Prospects—Financial Condition—Advances”.

At year-end fiscal 2014, we did not have outstanding cross-border loans (defined as loans made to borrowers outside of India) exceeding 1.0% of our assets in any country except Canada, which were between approximately 3.0% and 3.5% of our assets. We had outstanding cross-border loans to U.S. borrowers amounting to between 0.25% and 0.50% of our assets.

Collateral —Completion, Perfection and Enforcement

Our loan portfolio largely consists of loans to retail customers, including home loans, automobile loans, commercial business loans, personal loans and credit card receivables, project and corporate finance and working capital loans to corporate borrowers and agricultural financing. In general, other than personal loans, credit card receivables and some forms of corporate and agricultural financing, which are unsecured, we stipulate that the loans should be over-collateralized at the time of loan origination. However, it should be noted that obstacles within the Indian legal system can create delays in enforcing collateral. See “Risk Factors—Risks Relating to Our Business— If we are not able to control the level of non-performing assets in our portfolio, our business will suffer”. In India, there are no regulations stipulating loan-to-collateral limits, except in the case of home loans. The Reserve Bank of India, through a guideline issued on July 1, 2013, has capped the loan-to-value ratio at 90% for home loans up to Rs. 2.0 million, at 80% for home loans between Rs. 2.0 million and Rs. 7.5 million and at 75% for home loans above Rs 7.5 million.

Secured consumer loan portfolio

Secured consumer loans for the purchase of assets, such as mortgage loans and automobile loans are secured by the assets being financed (predominantly property and vehicles).

Depending on the type of borrower and the asset being financed, the borrower may also be required to contribute towards the cost of the asset. Accordingly, the security value is generally higher than the loan amount at the date of loan origination.

For other secured consumer loans, such as loans against property and property overdrafts, we generally require collateral of 125% of the loan amount at origination.

Commercial loans

We generally require collateral valued at 125% to 150% of the loan amount at origination for commercial loans. Our commercial loans mainly consist of project and other corporate loans. The collateral are immovable assets, which are typically mortgaged in the Bank’s favor, or movable assets, which are typically hypothecated in the Bank’s favor. These security interests are perfected by the registration of these interests within time limits stipulated

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under the Companies Act with the Registrar of Companies pursuant to the provisions of the Companies Act when borrowers are constituted as companies. This registration amounts to a constructive public notice to other business entities of the security interests created by such companies. Prior to creation of security interests on all assets, which are not stock-in-trade for the company, a no-objection certificate from the income tax authorities is required to create a charge on the asset. We may also take security of a pledge of financial assets like marketable securities (for which perfection of security interests by registration with the Registrar of Companies is not mandatory for companies under the Companies Act), and obtain corporate guarantees and personal guarantees wherever appropriate. In certain cases, the terms of financing include covenants relating to sponsor shareholding in the borrower and restrictions on the sponsors’ ability to sell all or part of their shareholding. Covenants involving equity shares have a top-up mechanism based on price triggers. For all immovable property and shares, which are secured in favor of offshore lenders, approval from the Reserve Bank of India is obtained prior to creation. See also “Risk factors—Risks Relating to Our Business—The value of our collateral may decrease or we may experience delays in enforcing our collateral when borrowers default on their obligations to us which may result in failure to recover the expected value of collateral security exposing us to a potential loss”.

We generally require collateral valued at 150% of the loan amounts at origination for loans to real estate companies and customers of our lease rental discounting facility. Our lease rental discounting facility is a loan facility offered to borrowers where the loans are granted against confirmed future lease rental payments to be received by the borrowers.

For working capital facilities, the current assets of borrowers are taken as collateral. Each borrower is required to declare the value of current assets periodically. The borrower’s credit limit is subject to an internally approved ceiling that applies to all borrowers. We calculate a borrower’s credit limits as a certain percentage of the value of the collateral, which provides the Bank with an adequate margin, should the borrower default.

Additionally, in some cases, we may take further security of a first or second charge on fixed assets, a pledge of financial assets like marketable securities, or obtain corporate guarantees and personal guarantees wherever appropriate. We also accept post-dated checks and cash as additional comfort for the facilities provided to various entities.

The Bank has an internal framework for updating the collateral values of commercial loans on a periodic basis. Generally, for commercial loans, the value of moveable property held as collateral is updated annually and the value of immovable property held as collateral is updated every three years.

We have a mechanism by which we track the creation of security and follow up in case of any delay in creation of any security interest. The delays could be due to time taken for acquisition of the asset on which security interest is to be created (or completion of formalities related thereto), obtaining of requisite consents including legal, statutory or contractual obligations to obtain such consents, obtaining of legal opinions as to title and completion of necessary procedure for perfection of security in the respective jurisdictions.

We are entitled in terms of our security documents to enforce security and appropriate the proceeds towards the borrower’s loan obligations without reference to the courts or tribunals unless a client makes a reference to such courts or tribunals to challenge such enforcement.

Separately, in India, foreclosure on collateral of property can be undertaken directly by lenders by fulfilling certain procedures and requirements (unless challenged in courts of law) or otherwise by a written petition to an Indian court or tribunal. An application, when made, may be subject to delays and administrative requirements that may result, or be accompanied by, a decrease in the value of the collateral. These delays can last for several years and therefore might lead to deterioration in the physical condition and market value of the collateral. In the event a corporate borrower is in financial difficulty and unable to sustain itself, it may opt for the process of voluntary winding up. In case a company becomes a sick unit, foreclosure and enforceability of collateral is stayed. In fiscal 2003, the Indian Parliament passed the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, as amended, which strengthened the ability of lenders to resolve non-performing assets by granting them greater rights as to enforcement of security, including over immovable property and recovery of dues, without reference to the courts or tribunals. See also “Overview of the Indian Financial Sector—Recent Structural Reforms—Legislative Framework for Recovery of Debts due to Banks”.

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In case of consumer installment loans, we obtain direct debit mandates or post-dated checks towards repayment on pre-specified dates. Postdated checks, if dishonored, entitle us on occurrence of certain events to initiate criminal proceedings against the issuer of the checks.

We recognize that our ability to realize the full value of the collateral in respect of current assets is difficult due to, among other things, delays on our part in taking immediate action, delays in bankruptcy foreclosure proceedings, defects in the perfection of collateral (including due to inability to obtain approvals that may be required from various persons, agencies or authorities) and fraudulent transfers by borrowers and other factors, including current legislative provisions or changes thereto and past or future judicial pronouncements. However, cash credit facilities are so structured that we are generally able to capture the cash flows of our customers for recovery of past due amounts. In addition, we generally have a right of set-off for amounts due to us on these facilities. We regularly monitor the cash flows of our working capital loan customers so that we can take any actions required before the loan becomes impaired. On a case-by-case basis, we may also stop or limit the borrower from drawing further credit from its facility.

Loan Concentration

We follow a policy of portfolio diversification and evaluate our total financing exposure in a particular industry in light of our forecasts of growth and profitability for that industry. Our Credit Risk Management Group monitors all major sectors of the economy and specifically tracks industries in which we have credit exposures. We seek to respond to economic weakness through active portfolio management, by restricting exposure to weak sectors and increasing exposure to the segments that are growing and have been resilient. ICICI Bank’s policy is to limit its loan portfolio to any particular industry (other than retail loans) to 15.0% of its total exposure.

Pursuant to the guidelines of the Reserve Bank of India, credit exposure of banks to an individual borrower generally must not exceed 15.0% of our capital funds, unless the exposure is in respect of an infrastructure project. Capital funds comprise Tier 1 and Tier 2 capital calculated pursuant to the guidelines of the Reserve Bank of India, under Indian GAAP. Credit exposure to individual borrowers may exceed the exposure norm of 15.0% of our capital funds by an additional 5.0% (i.e. the aggregate exposure can be 20.0%) provided the additional credit exposure is on account of infrastructure financing. Our exposure to a group of companies under the same management control generally must not exceed 40.0% of our capital funds unless the exposure is in respect of an infrastructure project. The exposure to a group of companies under the same management control, including exposure to infrastructure projects, may be up to 50.0% of our capital funds. Banks may, in exceptional circumstances, with the approval of their boards, enhance the exposure by 5.0% of capital funds (i.e., the aggregate exposure can be 20.0% of capital funds for an individual borrower and the aggregate exposure can be 45.0% of capital funds for a group of companies under the same management), making appropriate disclosures in their annual reports. Exposure for funded and non-funded credit facilities is calculated as the total committed amount or the outstanding amount whichever is higher (for term loans, as the sum of undisbursed commitments and the outstanding amount). Investment exposure is considered at book value. At year-end fiscal 2014, we were in compliance with these guidelines.

At year-end fiscal 2014, our largest non-bank borrower accounted for approximately 12.1% of our capital funds. The largest group of companies under the same management control accounted for approximately 29.1% of our capital funds.

The following table sets forth, at the dates indicated, the composition of our gross advances (net of write-offs).

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	At March 31,
	2010						2011						2012						2013						2014
	Amount			As a%			Amount			As a %			Amount			As a%			Amount			As a %			Amount			Amount			As a %
	(in millions, except percentages)
Retail finance(1), (2)	Rs.	1,048,931			45.2	%	Rs.	1,004,970			38.0	%	Rs.	1,183,925			39.4	%	Rs.	1,290,184			38.1	%	Rs.	1,621,267		US$	27,021			40.9	%
Road, port, telecom, urban development & other infrastructure		112,116			4.8			151,499			5.7			196,855			6.5			227,966			6.7			271,869			4,531			6.9
Services —non finance		221,955			9.6			232,627			8.8			233,325			7.8			243,298			7.2			266,016			4,434			6.7
Power		82,158			3.5			109,745			4.2			153,841			5.1			200,452			5.9			237,912			3,965			6.0
Iron/steel and iron/steel products		89,627			3.9			109,092			4.1			132,311			4.4			173,350			5.1			200,754			3,346			5.1
Crude petroleum/refining & petrochemicals		150,164			6.5			157,500			6.0			77,804			2.6			95,729			2.8			127,887			2,131			3.2
Services —finance		64,243			2.8			160,163			6.1			152,184			5.1			155,201			4.6			127,735			2,129			3.2
Electronics & engineering		45,054			1.9			60,635			2.3			65,576			2.2			73,835			2.2			96,717			1,612			2.4
Metal & products (excluding iron & steel)		35,970			1.5			46,171			1.7			68,587			2.3			63,650			1.9			93,121			1,552			2.3
Construction		23,152			1.0			51,423			1.9			60,408			2.0			73,443			2.2			89,316			1,489			2.3
Wholesale/retail trade		48,770			2.1			53,367			2.0			54,985			1.8			70,752			2.1			83,757			1,396			2.1
Food & beverages		79,348			3.4			83,376			3.2			86,473			2.9			92,257			2.7			82,020			1,367			2.1
Cement		22,391			1.0			24,921			0.9			48,149			1.6			72,156			2.1			79,019			1,317			2.0
Mining		10,050			0.4			56,253			2.1			86,802			2.9			83,086			2.5			65,455			1,091			1.7
Shipping		18,755			0.8			23,035			0.9			42,894			1.4			45,257			1.3			59,459			991			1.5
Automobiles		21,489			0.9			26,068			1.0			44,233			1.4			60,985			1.8			50,180			836			1.2
Gems & jewellery		26,099			1.1			25,736			1.0			32,749			1.1			38,001			1.1			44,845			747			1.1
Others(3)		221,165			9.6			267,053			10.1			287,084			9.5			326,040			9.7			367,604			6,127			9.3
Gross loans		2,321,437			100.0			2,643,634			100.0			3,008,185			100.0			3,385,642			100.0			3,964,933			66,082			100.0	%
Allowance for loan losses		(63,656	)					(83,441	)					(86,931	)					(85,901	)					(91,515	)		(1,525	)
Net loans	Rs.	2,257,781					Rs.	2,560,193					Rs.	2,921,254					Rs.	3,299,741					Rs.	3,873,418		US$	64,557

(1) Includes home loans, automobile loans, commercial business loans, dealer financing and small ticket loans to small businesses, personal loans, credit cards, rural loans and loans against securities.

(2) Includes loans against foreign currency non-resident (bank) deposits of Rs. 82.4 billion at March 31, 2014.

(3) Primarily include developer financing portfolio, manufacturing products (excluding metal), chemicals and fertilizers, drugs and pharmaceuticals, textile and FMCG.

Our gross loan portfolio increased by 17.1% from Rs. 3,385.6 billion at year-end fiscal 2013 to Rs. 3,964.9 billion at year-end fiscal 2014. Retail finance was 40.9% of gross loans at year-end fiscal 2014 compared to 38.1% at year-end fiscal 2013 and 39.4% at year-end fiscal 2012. Our gross loans to the road, port, telecom, urban development & other infrastructure sector as a percentage of gross loans were 6.9% at year-end fiscal 2014 compared to 6.7% at year-end fiscal 2013. Our gross loans to the services – non-finance sector as a percentage of gross loans were 6.7% at year-end fiscal 2014 compared to 7.2% at year-end fiscal 2013. Our gross loans to the power sector as a percentage of gross loans were 6.0% at year-end fiscal 2014 compared to 5.9% at year-end fiscal 2013.

At year-end fiscal 2014, our 20 largest borrowers accounted for approximately 12.7% of our gross loan portfolio, with the largest borrower accounting for approximately 1.5% of our gross loan portfolio. The largest group of companies under the same management control accounted for approximately 5.2% of our gross loan portfolio.

Geographic Diversity

Our portfolios are geographically diversified. The state of Maharashtra accounted for the largest proportion of our domestic gross loans outstanding at year-end fiscal 2014.

Directed Lending

The Reserve Bank of India requires banks to lend to certain sectors of the economy. Such directed lending comprises priority sector lending and export credit.

Priority Sector Lending

The Reserve Bank of India guidelines on priority sector lending require banks to lend 40.0% of their adjusted net bank credit, to fund certain types of activities carried out by specified borrowers. The definition of adjusted net

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bank credit includes certain investments and is computed with reference to the outstanding amount at March 31 of the previous year. Further, the Reserve Bank of India allowed loans extended in India against incremental foreign currency non-resident (bank)/non-resident externaldeposits from July 26, 2013 and outstanding at March 7, 2014 to be excluded from adjusted net bank credit. In May 2014, the Reserve Bank of India issued guidelines allowing banks to include the outstanding investments in Rural Infrastructure Development Fund and other specified funds at March 31 of the fiscal year to be classified as “indirect agriculture” and count towards overall priority sector target achievement. Investments at March 31 of the preceding year would be included in the adjusted net bank credit which forms the base for computation of the priority sector and sub-segment lending requirements.

The priority sectors include the agricultural sector, food and agri-based industries, small enterprises/businesses and housing finance up to certain limits. Out of the 40.0%, banks are required to lend a minimum of 18.0% of their adjusted net bank credit to the agriculture sector and the balance to certain specified sectors. Banks are also required to lend 10.0% of their adjusted net bank credit, to certain borrowers under the “weaker section” category.

ICICI Bank is required to comply with the priority sector lending requirements prescribed by the Reserve Bank of India from time to time. The shortfall in the amount required to be lent to the priority sectors and weaker sections may be required to be deposited in funds with government sponsored Indian development banks like the National Bank for Agriculture and Rural Development, the Small Industries Development Bank of India and the National Housing Bank and other financial institutions as decided by the Reserve Bank from time to time based on the allocations made by the Reserve Bank of India. These deposits have a maturity of up to seven years and carry interest rates lower than market rates. At year-end fiscal 2014, our total investment in such bonds was Rs. 248.2 billion.

At year-end fiscal 2014, ICICI Bank’s priority sector lending was Rs. 1,010.3 billion, constituting about 108.5% of target. At that date, the qualifying total agriculture loans were Rs. 250.6 billion, constituting about 59.8% of the target. The advances to “direct agriculture” were Rs. 145.9 billion constituting about 46.4% of the target. ICICI Bank’s loans to weaker sections were Rs. 62.8 billion, constituting about 27.0% of the target. See also “Supervision and Regulation—Directed Lending—Priority Sector Lending”.

The following table sets forth ICICI Bank’s priority sector loans, classified by the type of borrower, at the last day of fiscal 2014.

	At March 31, 2014
	Amount				% of total priority sector lending			% of adjusted net bank credit
	(in billion, except percentages)
Agricultural sector(1)	Rs.	250.6	US$	4		24.8	%		10.8	%
Small enterprises(2)		382.4		7		37.9			16.4
Others including eligible residential mortgage loans		377.3		6		37.3			16.2
Total	Rs.	1,010.3	US$	17		100.0	%		43.4	%

(1) Includes direct agriculture lending of Rs. 145.9 billion constituting 6.3% of our adjusted net bank credit against the requirement of 13.5%.

(2) Small enterprises include enterprises engaged in manufacturing/processing and whose investment in plant and machinery does not exceed Rs. 50 million and enterprises engaged in providing/rendering of services and whose investment in equipment does not exceed Rs. 20 million.

Export Credit

As part of directed lending, the Reserve Bank of India also requires banks to make loans to exporters at concessional rates of interest. Export credit is provided for pre-shipment and post-shipment requirements of exporter borrowers in rupees and foreign currencies. At least 12.0% of a bank’s adjusted net bank credit is required to be in the form of export credit. This requirement is in addition to the priority sector lending requirement but credits extended to exporters that are small scale industries or small businesses may also meet part of the priority sector lending requirement. The Reserve Bank of India provides export refinancing to banks for an eligible portion of total

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outstanding export loans in rupees in line with the current Reserve Bank of India guidelines in India as amended from time to time. The interest income earned on export credits is supplemented through fees and commissions earned from these exporter customers from other fee-based products and services taken by them from us, such as foreign exchange products and bill handling. At March 31, 2014, ICICI Bank’s export credit was Rs. 63.0 billion, which amounted to 2.8% of the Bank’s adjusted net bank credit.

Loan Pricing

As required by the Reserve Bank of India guidelines effective July 1, 2010, ICICI Bank prices its loans with reference to a base rate, called the ICICI Bank Base Rate. The Asset Liability Management Committee sets the ICICI Bank Base Rate based on ICICI Bank’s current cost of funds, likely changes in the Bank’s cost of funds, market rates, interest rate outlook and other systemic factors. Pricing for floating rate fresh approvals and renewal of rupee facilities are linked to the ICICI Bank Base Rate and comprise the ICICI Bank Base Rate, transaction-specific credit and other charges. The Reserve Bank of India has also stipulated that a bank’s lending rates for rupee loans cannot be lower than its base rate, except for certain categories of loans as may be specified by the Reserve Bank of India from time to time. ICICI Bank has set its base rate at 10.00% per annum payable monthly, effective August 23, 2013. As prescribed in the guidelines of the Reserve Bank of India, existing borrowers at July 1, 2010 have an option to migrate to the base rate mechanism. All loans approved before July 1, 2010, and where the borrowers choose not to migrate to the base rate mechanism, would continue to be based on the earlier benchmark rate regimes.

Classification of Loans

We classify our assets, including those in our overseas branches, as performing and non-performing in accordance with the Reserve Bank of India’s guidelines except in the case of ICICI Home Finance Company and our overseas banking subsidiaries. Loans held at the overseas branches of the Bank that are identified as impaired as per host country regulations for reasons other than record of recovery, but which are standard as per the extant Reserve Bank of India guidelines, are identified as non-performing to the extent of amount of outstanding in the host country. ICICI Home Finance Company classifies its loans and other credit facilities as per the guidelines of its regulator, the National Housing Bank. Loans made by any of our overseas banking subsidiaries are classified as impaired only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition on the loan (a loss event) and that loss event has an impact on the estimated future cash flows of the loan that can be reliably estimated. Under the Reserve Bank of India guidelines, an asset is classified as non-performing if any amount of interest or principal remains overdue for more than 90 days in respect of term loans. In respect of overdraft or cash credit, an asset is classified as non-performing if the account remains out of order for a period of 90 days and, in respect of bills, if the account remains overdue for more than 90 days. Further, non-performing assets are classified into sub-standard, doubtful and loss assets based on the criteria stipulated by the Reserve Bank of India. The Reserve Bank of India has separate guidelines for restructured loans. See below “—Restructured Loans”.

The classification of assets in accordance with the Reserve Bank of India guidelines is detailed below.

Standard assets:	Assets that do not disclose any problems or which do not carry more than normal risk attached to the business are classified as standard assets.
Sub-standard assets:	Sub-standard assets comprise assets that are non-performing for a period not exceeding 12 months.
Doubtful assets:	Doubtful assets comprise assets that are non-performing for more than 12 months.
Loss assets:	Loss assets comprise assets (i) the losses on which are identified or (ii) that are considered uncollectible.

Our non-performing assets include loans and advances as well as credit substitutes, which are funded credit exposures. In compliance with regulations governing the presentation of financial information by banks, we report only non-performing loans and advances in our financial statements.

See also “Supervision and Regulation—Reserve Bank of India Regulations—Loan Loss Provisions and Non-Performing Assets—Asset Classification”.

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Restructured Loans

The Reserve Bank of India has separate guidelines for restructured loans. A fully secured standard loan (other than that classified as a commercial real estate exposure, a capital market exposure or a personal loan) can be restructured with asset classification benefits by the rescheduling of principal repayments and/or the interest element, but must be separately disclosed as a restructured loan in the year of restructuring. We continue to classify these loans as restructured until they complete at least one year of satisfactory payment in accordance with the restructured terms and revert to the normal level of standard asset provisions/risk weights for capital adequacy purposes. The diminution in the fair value of the loan, if any, measured in present value terms, is either written off or provision is made to the extent of the diminution involved. For restructured loans, provisions are made in accordance with the guidelines issued by the Reserve Bank of India, which require that the difference between the fair value of the loan before and after restructuring be provided for at the time of the restructuring. There are certain conditions stipulated by the Reserve Bank of India for continuing to classify a restructured standard loan as a standard asset. Similar guidelines apply to sub-standard and doubtful loans.

As per the Reserve Bank of India guidelines issued in May 2013, general provisions on standard accounts restructured from June 1, 2013 have been increased to 5.0%. The general provision required on standard accounts restructured before June 1, 2013 has been increased to 3.5% from March 31, 2014, and would be further increased to 4.25% from March 31, 2015 and 5.0% from March 31, 2016. Further, loans that are restructured (other than due to delay up to a specified period in the infrastructure sector and non-infrastructure sector) from April 1, 2015 onwards would be classified as non-performing. Banks are required to disclose the aggregate fund based credit facilities of borrowers whose loans were restructured. The guidelines also prescribe measures with respect to the terms of restructuring that may be approved for borrowers.

Provisioning and Write-Offs

We make provisions in accordance with the Reserve Bank of India’s guidelines. The Reserve Bank of India guidelines do not specify the conditions under which assets may be written-off. The Bank has internal policies for writing-off non-performing loans against loan loss allowances. See also “Supervision and Regulation—Reserve Bank of India Regulations—Loan Loss Provisions and Non-Performing Assets—Provisioning and Write-offs”. The Reserve Bank of India guidelines on provisioning are as described below.

Standard assets:

The allowances on the performing portfolios are based on guidelines issued by the Reserve Bank of India. The provisioning requirement is a uniform rate of 0.4% for all standard assets except – ·      direct advances to agricultural and the Small and Micro Enterprise sectors, which attract a provisioning requirement of 0.25%, ·      advances to commercial real estate residential and non-residential sectors which attract a provisioning requirement of 0.75% and 1.0% respectively, ·      housing loans, where such loans are made at comparatively lower interest rates for the first years of the loan after which the rates are reset at higher rates, which attract a provisioning requirement of 2.0%. In May 2011, the Reserve Bank of India increased the standard asset provisioning on restructured loans to 2.0% in the first two years from the date of restructuring. Loans restructured with a moratorium on payment of interest/principal attracted a standard asset provision of 2.0% for the period covering the moratorium and two years thereafter. Restructured accounts classified as non-performing advances when upgraded to the standard category carry a provision of 2.0% in the first year from the date of up-gradation. In November 2012, the Reserve Bank of India increased the standard asset provision on restructured loans from 2.00% to 2.75%. Standard asset provisions on accounts restructured from June 1, 2013 have been increased to 5.0%. The standard asset provision required on accounts restructured before June 1, 2013 has been increased to 3.5% from March 31, 2014, and would be further increased to 4.25% from March 31, 2015 and 5.0% from March 31, 2016.

Sub-standard assets:

Effective May 2011 a provision of 15.0% is required for all sub-standard assets as

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	compared to the previous requirement of 10.0%. An additional provision of 10.0% is required for accounts that are unsecured. Unsecured infrastructure loan accounts classified as sub-standard require provisioning of 20.0%.
Doubtful assets:	A 100.0% provision/write-off is required against the unsecured portion of a doubtful asset and is charged against income. With effect from fiscal 2012, for the secured portion of assets classified as doubtful, a 25.0% provision is required for assets that have been classified as doubtful for a year (compared to 20.0% through fiscal 2011), a 40.0% provision is required for assets that have been classified as doubtful for one to three years (compared to a 30.0% provision was required through fiscal 2011) and a 100.0% provision is required for assets classified as doubtful for more than three years. The value assigned to the collateral securing a loan is the amount reflected on the borrower’s books or the realizable value determined by third party appraisers.
Loss assets:	The entire asset is required to be written off or provided for.
Restructured loans:	The provision on restructured loans is required to be equal to the difference between the fair value of the loan before and after restructuring. The fair value of the loan before restructuring is computed as the present value of cash flows representing the interest at the existing rate charged on the loan before restructuring and the principal. The fair value of the loan after restructuring is computed as the present value of cash flows representing the interest at the rate charged under the loan’s restructured terms and the principal. Both sets of cash flows are discounted at the Bank’s Base Rate as on the date of restructuring plus the appropriate term premium and credit risk premium for the borrower category on the date of restructuring.

Our Policy

ICICI Bank provides for non-performing corporate loans in line with the Reserve Bank of India guidelines. ICICI Bank provides for non-performing consumer loans at the borrower levels in accordance with provisioning policy of ICICI Bank, subject to minimum provision requirements set by the Reserve Bank of India. Loss assets and the unsecured portion of doubtful assets are fully provided for or written off. The Bank holds specific provisions against non-performing loans, general provisions against performing loans and floating provision taken over from the erstwhile Bank of Rajasthan upon amalgamation.

For restructured loans, provisions are made in accordance with the restructuring guidelines issued by the Reserve Bank of India. The Bank’s provisioning coverage ratio at year-end fiscal 2014 computed as per the Reserve Bank of India guidelines mentioned above was 68.6%.

Impact of Economic Environment on Commercial and Consumer Loan Borrowers

In the late 1990s, increased domestic competition due to the opening up of the Indian economy, high levels of debt relative to equity and a downturn in the commodities markets globally led to stress on the operating performance of Indian businesses, impairment of a significant amount of assets in the financial system and approval of restructuring programs for a large number of companies. This led to an increase in the level of restructured and non-performing loans in the Indian financial system, including our loans, from fiscal 2001 to fiscal 2004. While restructured and non-performing loans subsequently declined, the deterioration in the global economic environment during fiscal 2009, in particular following the bankruptcy of Lehman Brothers in September 2008, adversely impacted the operations of several Indian companies. Indian businesses were impacted by the lack of access to financing/refinancing from global debt capital markets, losses on existing inventories due to the sharp decline in commodity prices, reduction in demand for and prices of output and reduction in cash accruals and profitability. This led to additional restructuring of loans in the Indian banking system, including us in fiscal 2009 and fiscal 2010.

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The Indian retail credit market (comprising consumer loans, credit card receivables and unsecured personal loans) expanded rapidly from fiscal 2002 to fiscal 2007 driven by growth in household incomes, decline in interest rates and increased availability of retail credit. Since fiscal 2007, the retail credit market slowed down significantly following increases in systemic interest rates and home prices, which reduced affordability for borrowers. During fiscal 2008 and fiscal 2009, we experienced an increase in non-performing loans in our consumer loans and credit card receivables portfolio. The primary reasons for this increase were the seasoning of the overall portfolio and the increase in defaults on the unsecured personal loans and credit card receivables due to challenges in collections and deterioration in the macroeconomic environment. While additions to gross non-performing assets in our retail portfolio remained at a high level in fiscal 2010, we experienced a sharp decline in net additions to gross retail non-performing loans from fiscal 2011, due to the measures initiated by the Bank to curb delinquencies and improve collection practices from the second half of fiscal 2009. These measures included strengthening loan eligibility requirements for retail loans, reducing emphasis on unsecured lending and realigning credit limits for certain credit card holders. The measures also covered improved collection practices by integrating collections across products and using technology more efficiently. In addition, there was increased usage of its customer-facing call center operations, interactions through local dialects and regional languages and use of early reminders of the amounts due by the borrowers. Further,disputed claims of certain delinquent borrowers were resolved through alternative dispute resolution techniques such as mediation and through centralization of certain legal processes.

Since fiscal 2012, the Indian economy has experienced a sharp moderation in growth. Interest rates in the economy rose following tightening of monetary policy in response to high inflation. The corporate sector experienced a decline in sales and profit growth, and also experienced elongation of working capital cycles and a high level of receivables. The Indian rupee depreciated significantly vis-a-vis the U.S. dollar during this period. Further, corporate investment activity was impacted by concerns over administrative clearances and issues around access to land and natural resources. For example, there have been concerns over the availability of fuel for thermal and gas-based power plants. Given the concerns over growth, companies found it difficult to access equity capital markets and several companies and sectors have relatively high leverage. These trends and concerns persisted during fiscal 2014. Against initial expectations of a moderate recovery in fiscal 2014, growth in gross domestic product remained at 4.7% compared to 4.5% in fiscal 2013, with industrial growth further moderating to 0.4% in fiscal 2014 compared to 1.0% in fiscal 2013. In addition, given higher than expected inflation levels in the second half of fiscal 2014, the Reserve Bank of India increased the repo rate by 50 basis points during the year, as against initial expectations of a reduction in interest rates in fiscal 2014. Further, financial markets remained volatile, particularly in the first half of fiscal 2014, driven by a sharp depreciation in the exchange rate and consequent measures taken by the Reserve Bank of India to address the same. See also “Operating and Financial Review and Prospects— Executive Summary-Business environment —Trends in fiscal 2014”. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us. See also “Risk Factors—Risks Relating to Our Business—If we are not able to control the level of non-performing assets in our portfolio, our business will suffer” and “Business—Strategy”.

Various factors, including a rise in unemployment, prolonged recessionary conditions, our regulators’ assessment and review of our loan portfolio, a sharp and sustained rise in interest rates, developments in the global and Indian economy, movements in global commodity markets and exchange rates and global competition could cause a further increase in the level of non-performing assets on account of retail and other loans and have a material adverse impact on the quality of our loan portfolio. See also “Risk Factors—Risks Relating to Our Business—If we are not able to control the level of non-performing assets in our portfolio, our business will suffer” and “Business—Strategy”.

Restructured Loans

The following table sets forth, at the dates indicated, our gross standard restructured rupee and foreign currency loan portfolio by business category.

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	At March 31,
	2010			2011			2012			2013			2014
	Amount			Amount			Amount			Amount			Amount			Amount
	(in millions, except percentages)
Consumer loans & credit card receivables	Rs.	3,704		Rs.	1,847		Rs.	164		Rs.	388		Rs.	297		US$	5
Rupee		3,704			1,623			13			152			185			3
Foreign currency		–			224			151			236			112			2
Commercial(1)		63,534			27,256			52,553			66,919			133,151			2,219
Rupee		42,798			17,934			40,319			47,314			83,258			1,388
Foreign currency		22,736			9,322			12,234			19,605			49,893			831
Total restructured loans		69,238			29,104			52,717			67,307			133,448			2,224
Rupee		46,502			19,558			40,333			47,466			83,443			1,391
Foreign currency		22,736			9,546			12,385			19,841			50,005			833
Gross restructured loans(2)		69,238			29,104			52,717			67,307			133,448			2,224
Provision for loan losses		(2,758	)		(940	)		(4,642	)		(5,294	)		(11,235	)		(187	)
Net restructured loans	Rs.	66,480		Rs.	28,164		Rs.	48,075		Rs.	62,013		Rs.	122,213		US$	2,037
Gross customer assets(2)	Rs.	2,601,135		Rs.	3,108,740		Rs.	3,531,625		Rs.	4,001,517		Rs.	4,615,808		US$	76,930
Net customer assets	Rs.	2,536,941		Rs.	3,024,694		Rs.	3,443,817		Rs.	3,914,869		Rs.	4,523,471		US$	75,391
Gross restructured loans as a percentage of gross customer assets		2.7	%		0.9	%		1.5	%		1.7	%		2.9	%
Net restructured loans as a percentage of net customer assets		2.6	%		0.9	%		1.4	%		1.6	%		2.7	%

(1) Includes working capital finance.

(2) Includes loans of ICICI Bank and its subsidiaries and credit substitutes of ICICI Bank, net of write-offs.

(3) Based on the Reserve bank of India guidelines effective fiscal 2013, restructured loans include all loans to a borrower where any of the loan facilities have been restructured. Accordingly, numbers for earlier years presented have also been re-classified.

The following table sets forth, at the dates indicated, gross restructured loans by borrowers’ industry or economic activity and as a percentage of total gross restructured loans.

	At March 31,
	2010					2011					2012					2013					2014
	Amount		As a percentage of restructured loans			Amount		As a percentage of restructured loans			Amount		As a percentage of restructured loans			Amount		As a percentage of restructured loans			Amount		Amount		As a percentage of restructured loans
	(in millions, except percentages)
Services-non finance	Rs.	12,256		17.7	%	Rs.	8,954		30.8	%	Rs.	10,891		20.7	%	Rs.	8,632		12.8	%	Rs.	15,930	US$	265		11.9	%
Drugs and pharmaceuticals		2,668		3.9			2,373		8.2			7,200		13.7			6,993		10.4			12,574		210		9.4
Road, port, telecom, urban development & other infrastructure		8,696		12.6			3,851		13.2			6,695		12.7			16,282		24.2			24,214		404		18.1
Chemicals & fertilizers		212		0.3			2,664		9.2			5,676		10.8			6,261		9.3			7,196		120		5.4
Services-finance		313		0.5			–		0.0			6,137		11.6			5,595		8.3			4,967		83		3.7
Power		16,993		24.5			554		1.9			2,648		5.0			3,828		5.7			7,879		131		5.9
Manufacturing products (excluding metals)		194		0.3			145		0.5			2,608		5.0			3,004		4.5			76		1		0.1
Wholesale/retail trade		–		–			–		–			2,177		4.1			1,588		2.4			1,716		29		1.3
Textiles		5,162		7.5			887		3.1			1,432		2.7			1,510		2.2			4,435		74		3.3
Food & beverages		2,998		4.3			1,929		6.6			2,069		3.9			720		1.1			1,898		32		1.4
Construction		300		0.4			305		1.0			–		–			5,453		8.1			19,168		319		14.4
Iron/steel & products		2,791		4.0			1,555		5.3			2,268		4.3			1,913		2.8			11,072		184		8.3
Electronics & engineering		1,216		1.8			393		1.4			457		0.9			3,642		5.4			6,364		106		4.8
Shipping		47		0.1			1,612		5.5			500		1.0			881		1.3			9,688		161		7.3
Cement		537		0.8			101		0.4			341		0.6			320		0.5			–		–		–

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	At March 31,
	2010					2011					2012					2013								2014
	Amount			As a percentage of restructured loans		Amount			As a percentage of restructured loans		Amount			As a percentage of restructured loans		Amount			As a percentage of restructured loans		Amount			Amount			As a percentage of restructured loans
	(in millions, except percentages)
Automobile (including trucks)		5,271			7.6		37			0.1		19			–		–			–		–			–			–
Paper & paper products		367			0.5		–			–		–			–		–			–		–			–			–
Crude petroleum/ refining & petrochemicals		–			–		18			–		–			–		–			–		–			–			–
Metal & products (excluding iron & steel)		293			0.4		–			–		–			–		–			–		217			4			0.2
Retail finance		3,704			5.4		1,847			6.3		164			0.3		388			0.6		297			5			0.2
Others		5,220			7.5		1,879			6.5		1,435			2.7		297			0.4		5,757			96			4.3
Gross restructured loans	Rs.	69,238			100.0	Rs.	29,104			100.0	Rs.	52,717			100.0	Rs.	67,307			100.0	Rs.	133,448		US$	2,224			100
Aggregate provision for loan losses		(2,758	)				(940	)				(4,642	)				(5,294	)				(11,235	)		(187	)
Net restructured loans	Rs.	66,480				Rs.	28,164				Rs.	48,075				Rs.	62,013				Rs.	122,213		US$	2,037

(1) Others primarily include real estate.

Since fiscal 2012, the Indian economy experienced a moderation in growth. Interest rates in the economy rose following tightening of monetary policy in response to high inflation. The corporate sector experienced a decline in sales and profit growth, and also experienced elongation of working capital cycles and a high level of receivables. The Indian rupee depreciated significantly vis-a-vis the U.S. dollar during this period. Further, corporate investment activity was impacted by concerns over administrative clearances and issues around access to land and natural resources. For example, there have been concerns over the availability of fuel for thermal and gas-based power plants. Given the concerns over growth, companies found it difficult to access equity capital markets and several companies and sectors have relatively high leverage. These trends and concerns persisted during fiscal 2014. Against initial expectations of a moderate recovery in fiscal 2014, growth in gross domestic product remained at 4.7% compared to 4.5% in fiscal 2013, with industrial growth further moderating to 0.4% in fiscal 2014 compared to 1.0% in fiscal 2013. In addition, given higher than expected inflation levels in the second half of fiscal 2014, the Reserve Bank of India increased the repo rate by 50 basis points during the year, as against initial expectations of a reduction in interest rates in fiscal 2014. Further, financial markets remained volatile, particularly in the first half of fiscal 2014, driven by a sharp depreciation in the exchange rate and consequent measures taken by the Reserve Bank of India to address the same. See also “Operating and Financial Review and Prospects—Executive Summary-Business environment—Trends in fiscal 2014”. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us.

We restructured loans amounting to Rs. 69.4 billion restructured in fiscal 2014 as compared to Rs. 24.9 billion in fiscal 2013. The loans restructured in fiscal 2014 were across industry sectors. During fiscal 2014, restructured loans in construction sector increased by Rs. 13.7 billion, iron & steel and products sector increased by Rs. 9.2 billion, shipping sector increased by Rs. 8.8 billion, roads, port, telecom, urban development & other infrastructure sector increased by Rs. 7.9 billion and drugs and pharmaceuticals increased by Rs. 5.6 billion. During fiscal 2014, based on payment performance, we upgraded certain borrower accounts with outstanding loans totalling Rs. 0.9 billion as compared to Rs. 2.6 billion during fiscal 2013. As a result, the gross restructured loans increased by 98.3% from Rs. 67.3 billion at year-end fiscal 2013 to Rs. 133.4 billion at year-end fiscal 2014, while the net restructured loans increased by 97.1% from Rs. 62.0 billion at year-end fiscal 2013 to Rs. 122.2 billion at year-end fiscal 2014.

The net restructured loans were 2.7% of net customer assets at year-end fiscal 2014, compared to 1.6% at year-end fiscal 2013. At year-end fiscal 2014, the outstanding provision for diminution in fair value of restructured loans (including the provision for funded interest) was Rs. 11.2 billion compared to Rs. 5.3 billion at year-end fiscal 2013. See also “Risk Factors—Risks Relating to Our Business—The level of restructured loans in our portfolio may increase and the failure of our restructured loans to perform as expected could affect our business”. See also “Operating and Financial Review and Prospects—Provisions for Restructured Loans and Non-performing Assets”.

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Non-Performing Assets

The following table sets forth, at the dates indicated, our gross non-performing rupee and foreign currency customer asset portfolio by business category.

	At March 31,
	2010			2011			2012			2013			2014
	Amount			Amount			Amount			Amount			Amount			Amount
	(in millions, except percentages)
Consumer loans & credit card receivables(1)	Rs.	69,462		Rs.	71,778		Rs.	67,356		Rs.	49,156		Rs.	32,968		US$	549
Rupee		69,111			71,296			66,915			48,891			32,701			545
Foreign currency		351			482			441			265			267			4
Commercial(2)		35,923			39,641			39,673			57,914			89,929			1,499
Rupee		25,337			29,058			27,616			42,939			61,481			1,025
Foreign currency		10,586			10,583			12,057			14,975			28,448			474
Leasing and related activities		436			156			95			95			97			2
Rupee		436			156			95			95			97			2
Foreign currency		–			–			–			–			–			–
Total non-performing assets		105,821			111,575			107,124			107,165			122,994			2,050
Rupee		94,884			100,510			94,626			91,925			94,279			1,572
Foreign currency		10,937			11,065			12,498			15,240			28,715			478
Gross non-performing assets(3),(4)		105,821			111,575			107,124			107,165			122,994			2,050
Provision for loan losses		(59,083	)		(79,501	)		(79,875	)		(78,016	)		(78,366	)		(1,306	)
Net non-performing assets	Rs.	46,738		Rs.	32,074		Rs.	27,249		Rs.	29,149		Rs.	44,628		US$	744
Gross customer assets(3)	Rs.	2,601,135		Rs.	3,108,740		Rs.	3,531,625		Rs.	4,001,517		Rs.	4,615,808		US$	76,930
Net customer assets	Rs.	2,536,941		Rs.	3,024,694		Rs.	3,443,817		Rs.	3,914,869		Rs.	4,523,471		US$	75,391
Gross non-performing assets as a percentage of gross customer assets		4.1	%		3.6	%		3.0	%		2.7	%		2.7	%
Net non-performing assets as a percentage of net customer assets		1.8	%		1.1	%		0.8	%		0.7	%		1.0	%

(1) Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables and farm equipment loans.

(2) Includes working capital finance.

(3) Includes loans of ICICI Bank and its subsidiaries and credit substitutes of ICICI Bank, net of write-offs.

(4) Includes loans identified as impaired in line with the guidelines issued by regulators of the respective subsidiaries.

The following table sets forth, for the periods indicated, our gross non-performing asset portfolio.(1)

Particulars	2010			2011			2012			2013			2014			2014
	(in millions)
A. Consumer loans & credit card receivables(2),(3)
Non-performing assets at the beginning of the fiscal year	Rs.	72,201		Rs.	69,462		Rs.	71,778		Rs.	67,356		Rs.	49,156		US$	819
Addition: New non-performing assets during the year		55,834			18,535			18,604			9,927			12,759			213
Less:
Upgradations(4)		(4,176	)		(5,817	)		(4,927	)		(3,995	)		(3,314	)		(55	)
Recoveries (excluding recoveries made from upgraded accounts)		(20,371	)		(9,785	)		(11,461	)		(8,793	)		(6,049	)		(101	)
Write-offs		(34,026	)		(617	)		(6,638	)		(15,339	)		(19,584	)		(326	)
Non-performing assets at the end of the fiscal year	Rs.	69,462		Rs.	71,778		Rs.	67,356		Rs.	49,156		Rs.	32,968		US$	549
B. Commercial(5)
Non-performing assets at the beginning of the fiscal year	Rs.	27,188		Rs.	35,923		Rs.	39,641		Rs.	39,673		Rs.	57,914		US$	965

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Particulars	2010			2011			2012			2013			2014			2014
	(in millions)
Addition: New non-performing assets during the year		18,717			14,561			17,183			28,992			40,839			680
Less:
Upgradations(4)		(2,480	)		(1,765	)		(3,485	)		(4,083	)		(1,055	)		(18	)
Recoveries (excluding recoveries made from upgraded accounts)		(6,511	)		(7,806	)		(7,995	)		(3,947	)		(5,200	)		(86	)
Write-offs		(991	)		(1,272	)		(5,671	)		(2,721	)		(2,569	)		(43	)
Non-performing assets at the end of the fiscal year	Rs.	35,923		Rs.	39,641		Rs.	39,673		Rs.	57,914		Rs.	89,929		US$	1,499
C. Leasing and related activities
Non-performing assets at the beginning of the fiscal year	Rs.	532		Rs.	436		Rs.	156		Rs.	95		Rs.	95		US$	2
Addition: New non-performing assets during the year		–			–			–			–			2			–
Less:
Upgradations(4)		(96	)		–			–			–			–			–
Recoveries (excluding recoveries made from upgraded accounts)		–			(280	)		(61	)		–			–			–
Write-offs		–			–			–			–			–			–
Non-performing assets at the end of the fiscal year	Rs.	436		Rs.	156		Rs.	95		Rs.	95		Rs.	97		US$	2
D. Total non-performing assets (A+B+C)
Non-performing assets at the beginning of the fiscal year	Rs.	99,921		Rs.	105,821		Rs.	111,575		Rs.	107,124		Rs.	107,165		US$	1,786
Addition: New non-performing assets during the year		74,551			33,096			35,787			38,919			53,600			893
Less:
Upgradations(4)		(6,752	)		(7,582	)		(8,412	)		(8,078	)		(4,369	)		(73	)
Recoveries (excluding recoveries made from upgraded accounts)		(26,882	)		(17,871	)		(19,517	)		(12,740	)		(11,249	)		(187	)
Write-offs		(35,017	)		(1,889	)		(12,309	)		(18,060	)		(22,153	)		(369	)
Non-performing assets at the end of the fiscal year(5)	Rs.	105,821		Rs.	111,575		Rs.	107,124		Rs.	107,165		Rs.	122,994		US$	2,050

(1) Includes loans identified as impaired in accordance with guidelines issued by regulators of the respective subsidiaries.

(2) For “Credit card receivables”, the difference between the opening and closing balances of non-performing assets is included in additions to gross non-performing assets on a net basis, except with respect to accounts written-off during the year, which are included in the “Write-offs” row.

(3) Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables and farm equipment loans.

(4) Represents accounts that were previously classified as non-performing but have been upgraded to performing.

(5) Includes working capital finance.

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The following table sets forth, at the dates indicated, gross (net of write-offs) non-performing assets by borrowers’ industry or economic activity and as a percentage of total non-performing assets.

	At March 31,
	2010						2011						2012						2013						2014
	Amount			As a percentage of non-performing assets			Amount			As a percentage of non- performing assets			Amount			As a percentage of non-performing assets			Amount			As a percentage of non-performing assets			Amount			Amount			As a percentage of non-performing assets
	(in millions, except percentages)
Retail finance(1)	Rs.	81,363			76.9	%	Rs.	83,691			75.0	%	Rs.	78,790			73.6	%	Rs.	59,786			55.8	%	Rs.	42,793		US$	713			34.8	%
Services—non finance		575			0.5			804			0.7			398			0.4			9,144			8.5			15,598			260			12.7
Road, ports, telecom, urban development & other infrastructure		77			0.1			73			0.1			146			0.1			142			0.1			9,922			165			8.1
Chemicals & fertilizers		2,042			1.9			1,830			1.6			1,515			1.4			1,772			1.7			1,737			29			1.4
Services—finance		2,735			2.6			1,213			1.1			1,265			1.2			1			–			569			9			0.5
Power		2			–			18			–			92			0.1			91			0.1			654			11			0.5
Wholesale/retail trade		2,503			2.4			2,697			2.4			1,152			1.1			4,165			3.9			4,064			68			3.3
Textile		1,347			1.3			1,605			1.4			1,527			1.4			2,646			2.5			5,078			85			4.1
Food and beverages		3,929			3.7			4,240			3.8			4,045			3.8			4,595			4.3			7,097			118			5.8
Construction		297			0.3			703			0.6			893			0.8			2,237			2.1			3,188			53			2.6
Iron/steel and products		1,563			1.5			102			0.1			913			0.9			1,993			1.9			3,795			63			3.1
Electronics and engineering		430			0.4			334			0.3			1,805			1.7			3,025			2.8			3,406			57			2.8
Shipping		13			–			1,173			1.1			448			0.4			376			0.4			674			11			0.5
Cement		–			–			359			0.3			–			–			–			–			300			5			0.2
Crude petroleum/refining and petrochemicals		233			0.2			18			–			2,819			2.6			2,467			2.3			2,637			44			2.1
Metal & products (excluding iron & steel)		736			0.7			1,334			1.2			1,366			1.3			1,336			1.2			1,350			22			1.1
Mining		581			0.5			–			–			611			0.6			804			0.8			900			15			0.7
Gems & jewelry		1,640			1.5			1,960			1.8			2,904			2.7			3,008			2.8			4,081			68			3.3
Other Industries(2)		5,755			5.4			9,421			8.5			6,435			6.0			9,577			8.9			15,151			254			12.3
Gross non-performing assets	Rs.	105,821			100.0	%	Rs.	111,575			100.0	%	Rs.	107,124			100.0	%	Rs.	107,165			100.0	%	Rs.	122,994		US$	2,050			100.0	%
Aggregate provision for loan losses		(59,083	)					(79,501	)					(79,875	)					(78,016	)					(78,366	)		(1,306	)
Net non-performing assets	Rs.	46,738					Rs.	32,074					Rs.	27,249					Rs.	29,149					Rs.	44,628		US$	744

(1) Includes home loans, commercial business loans, rural loans, automobile loans, business banking, credit cards, personal loans, loans against securities and dealer financing portfolio.

(2) Other industries primarily include developer financing portfolio, automobiles, manufacturing products (excluding metal), drugs and pharmaceuticals and FMCG.

(3) From March 31, 2013, we have changed the classification of the domestic loan portfolio to better reflect the nature of the underlying loans. Accordingly, our loan portfolio for earlier years presented is also reclassified.

We experienced an increase in non-performing assets in our consumer loans portfolio in fiscal 2009 due to the seasoning of the portfolio and a higher level of defaults in unsecured personal loans and credit card receivables due to challenges in collections and the impact of the adverse macroeconomic environments. While additions to gross non-performing assets in our consumer loans remained high in fiscal 2010, we experienced a sharp decline in additions to gross non-performing consumer loans since fiscal 2011, due to the measures initiated by the Bank to curb delinquencies and improved collection practices. See also “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Non-performing Assets”. Gross additions to non-performing consumer loans, which were Rs. 55.8 billion in fiscal 2010, declined sharply to Rs. 18.5 billion during fiscal 2011 and Rs. 18.6 billion in fiscal 2012. Gross additions to non-performing consumer loans remained at lower level at Rs. 9.9 billion in fiscal 2013 and Rs. 12.8 billion in fiscal 2014. During fiscal 2014, we upgraded non-performing consumer loans amounting to Rs. 3.3 billion and made recoveries against non-performing consumer loans amounting to Rs. 6.0 billion. During fiscal 2014, consumer loans amounting to Rs. 19.6 billion were written-off. As a result, gross non-performing consumer loans decreased from Rs. 49.2 billion at year-end fiscal 2013 to Rs. 33.0 billion at year-end fiscal 2014.

As discussed in “—Classification of Loans—Restructured Loans”, there has been an increase in the non-performing commercial loans of Indian banks, including us. This has reflected in the increase in gross additions to non-performing commercial loans from Rs. 17.2 billion in fiscal 2012 to Rs. 29.0 billion in fiscal 2013 and further to Rs. 40.8 billion in fiscal 2014.

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During fiscal 2014, there was an increase in non-performing loans in road, ports, telecom, urban development & other infrastructure sector by Rs. 9.8 billion, services – non-finance sector by Rs. 6.5 billion, food and beverages sector by Rs. 2.5 billion and textiles sector by Rs. 2.4 billion. During fiscal 2014, we upgraded non-performing commercial loans amounting to Rs. 1.1 billion and made recoveries against non-performing commercial loans amounting to Rs. 5.2 billion. During fiscal 2014, commercial loans amounting to Rs. 2.6 billion were written-off. As a result, gross non-performing commercial loans increased from Rs. 57.9 billion at year-end fiscal 2013 to Rs. 89.9 billion at year-end fiscal 2014.

Gross additions to aggregate non-performing assets in fiscal 2014 were higher at Rs. 53.6 billion as compared to Rs. 38.9 billion in fiscal 2013. During fiscal 2014, we upgraded non-performing assets amounting to Rs. 4.4 billion and made recoveries against non-performing assets amounting to Rs. 11.2 billion. During fiscal 2014, loans amounting to Rs. 22.2 billion were written-off as compared to Rs. 18.1 billion in fiscal 2013. As a result, gross non-performing assets increased from Rs. 107.2 billion at year-end fiscal 2013 to Rs. 123.0 billion at year-end fiscal 2014. As a percentage of net customer assets, net non-performing assets were 1.0% at year-end fiscal 2014 compared to 0.7% at year-end fiscal 2013.

Non-Performing Asset Strategy

In respect of unviable non-performing assets, where companies have lost financial viability, we adopt an aggressive approach aimed at out-of-court settlements, enforcing collateral and driving consolidation. Our focus is on time value of recovery and a pragmatic approach towards settlements. The collateral against our loan assets is the critical factor towards the success of our recovery efforts. In addition, we continually focus on proactive management of accounts under supervision. Our strategy constitutes a proactive approach towards identification, aimed at early stage solutions to incipient problems.

Our strategy for resolution of non-performing assets includes sales of financial assets to asset reconstruction companies in exchange for receipt of securities in the form of pass-through instruments issued by asset reconstruction companies, wherein payments to holders of the securities are based on the actual realized cash flows from the transferred assets. Under Indian GAAP, these instruments are valued at the net asset values as declared by the asset reconstruction companies in accordance with the Reserve Bank of India guidelines. Under U.S. GAAP, the assets we sell in exchange for security receipts are not accounted for as sales either because transfers do not qualify for sale accounting under FASB ASC Topic 860, “Transfers and servicing”, or transfers were impacted by FASB ASC Subtopic 810-10, “Consolidation – overall”, whereby, because the Bank is the ‘primary beneficiary’ of certain of these funds/trusts, it is required under U.S. GAAP to consolidate these entities. These assets are considered restructured assets under U.S. GAAP. See also “Supervision and Regulation—Reserve Bank of India Regulations—Regulations relating to Sale of Assets to Asset Reconstruction Companies”. We sold our net non-performing assets to asset reconstruction companies amounting to Rs. 0.04 billion in fiscal 2012, Rs. 0.1 billion in fiscal 2013 and Rs. 1.5 billion in fiscal 2014. At year-end fiscal 2014, we had an outstanding net investment of Rs. 8.8 billion in security receipts issued by asset reconstruction companies in relation to sales of our non-performing assets.

We monitor migration of the credit ratings of our borrowers to enable us to take proactive remedial measures to prevent loans from becoming non-performing. We review the industry outlook and analyze the impact of changes in the regulatory and fiscal environment. Our periodic review system helps us to monitor the health of accounts and to take prompt remedial measures.

Secured loans to retail customers are secured by first and exclusive liens on the assets financed (predominantly property and vehicles). We are entitled in terms of our security documents to repossess security comprising assets such as plant, equipment and vehicles without reference to the courts or tribunals unless a client makes a reference to such courts or tribunals to stay our actions. In respect of our retail loans, we adopt a standardized collection process to ensure prompt action for follow-up on overdue loans and recovery of defaulted amounts.

We generally stipulate that corporate loans should be over-collateralized at the date of the loan’s origination. However, recoveries may be subject to delays of up to several years, due to the long legal process in India. This leads to delay in enforcement and realization of collateral. We may also take as security a pledge of financial assets, including marketable securities, and obtain corporate guarantees and personal guarantees wherever appropriate. In certain cases, the terms of financing include covenants relating to sponsors’ shareholding in the borrower and restrictions on the sponsors’ ability to sell all or part of their shareholding. Covenants involving equity shares have top-up mechanism based on price triggers. We maintain the non-performing assets on our books for as long as the

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enforcement process is ongoing. Accordingly, a non-performing asset may continue for a long time in our portfolio until the settlement of loan account or realization of collateral, which may be longer than that for U.S. banks under similar circumstances. See also “—Loan portfolio—Collateral—Completion, Perfection and Enforcement”.

Provision for Loan Losses

The following table sets forth, at the periods indicated, the provisions for our non-performing asset portfolio.(1)

	At March 31,
	2010			2011			2012			2013			2014			2014
	(in millions)
A. Consumer loans & credit card receivables (2),(3)
Aggregate provision for loan losses at the beginning of the year	Rs.	40,674		Rs.	42,087		Rs.	56,507		Rs.	56,928		Rs.	42,642		US$	711
Add: Provision made during the year		36,028			19,696			13,839			7,630			7,015			117
Less: Provision utilized for write-off		(33,470	)		(617	)		(6,638	)		(15,339	)		(19,584	)		(326	)
Less: Write-back of excess provision		(1,145	)		(4,659	)		(6,780	)		(6,577	)		(4,486	)		(75	)
Aggregate provision for loan losses at the end of the year	Rs.	42,087		Rs.	56,507		Rs.	56,928		Rs.	42,642		Rs.	25,587		US$	427
B. Commercial (4)
Aggregate provision for loan losses at the beginning of the year	Rs.	11,654		Rs.	16,834		Rs.	22,838		Rs.	22,852		Rs.	35,279		US$	588
Add: Provision made during the year		8,617			9,466			8,548			16,658			21,977			366
Less: Provision utilized for write-off		(636	)		(759	)		(4,930	)		(1,996	)		(2,454	)		(41	)
Less: Write-back of excess provision		(2,801	)		(2,703	)		(3,604	)		(2,235	)		(2,120	)		(35	)
Aggregate provision for loan losses at the end of the year	Rs.	16,834		Rs.	22,838		Rs.	22,852		Rs.	35,279		Rs.	52,682		US$	878
C. Leasing and related activities
Aggregate provision for loan losses at the beginning of the year	Rs.	252		Rs.	162		Rs.	156		Rs.	95		Rs.	95		US$	2
Add: Provision made during the year		–			80			–			–			2			–
Less: Provision utilized for write-off		–			–			–			–			–			–
Less: Write-back of excess provision		(90	)		(86	)		(61	)		–			–			–
Aggregate provision for loan losses at the end of the year	Rs.	162		Rs.	156		Rs.	95		Rs.	95		Rs.	97		US$	2
D. Total provision (A+B+C)
Aggregate provision for loan losses at the beginning of the year	Rs.	52,580		Rs.	59,083		Rs.	79,501		Rs.	79,875		Rs.	78,016		US$	1,300
Add: Provision made during the year		44,645			29,242			22,387			24,288			28,994			483
Less: Provision utilized for write-off		(34,106	)		(1,376	)		(11,568	)		(17,335	)		(22,038	)		(367	)
Less: Write-back of excess provision		(4,036	)		(7,448	)		(10,445	)		(8,812	)		(6,606	)		(110	)
Aggregate provision for loan losses at the end of the year	Rs.	59,083		Rs.	79,501		Rs.	79,875		Rs.	78,016		Rs.	78,366		US$	1,306

(1) Includes loans identified as impaired in line with the guidelines issued by regulators of the respective subsidiaries.

(2) For “Credit card receivables”, the difference between the opening and closing balances of aggregate provision for loan losses is included in “Add: Provision made during the year” on a net basis, except with respect to accounts written-off during the year, which are included in the “Less: Provision utilized for write-off” row.

(3) Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables and farm equipment loans.

(4) Includes working capital finance.

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Provision for non-performing assets, net of write-back of excess provisions, increased from Rs. 11.9 billion in fiscal 2012 to Rs. 15.5 billion in fiscal 2013 and further to Rs. 22.4 billion in fiscal 2014.

As discussed in “—Classification of Loans—Restructured Loans” and “—Non-Performing Assets”, there has been an increase in additions to non-performing and restructured commercial loans across industry sectors in fiscal 2013 and 2014. This has resulted in higher provisions in fiscal 2013 and fiscal 2014. The provision, net of write-back of excess provisions on commercial loans increased from Rs. 4.9 billion in fiscal 2012 to Rs. 14.4 billion in fiscal 2013 and further to Rs. 19.9 billion in fiscal 2014.

Between fiscal 2008 and fiscal 2010 we experienced an increase in non-performing consumer loans due to the seasoning of the portfolio and a higher level of defaults in unsecured personal loans and credit card receivables due to challenges in collections and the impact of the adverse macroeconomic environments. We have experienced a sharp decline in additions to gross non-performing consumer loans since fiscal 2011, due to the measures initiated by the Bank to curb delinquencies and improved collection practices. This resulted in a decline in provisions, net of write-back of excess provisions, against non-performing consumer loans from Rs. 7.1 billion in fiscal 2012 to Rs. 1.1 billion in fiscal 2013 and to Rs. 2.5 billion in fiscal 2014. See also “—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Non-performing Assets” and “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Restructured Loans”.

Potential problem loans

When management has doubts as to a borrower’s ability to comply with loans’ repayment terms, the Bank considers these loans as potential problem loans. At year-end fiscal 2014, the Bank had Rs. 103.0 billion in potential problem loans, which were not classified as non-performing or restructured assets. We closely monitor these loans and the borrowers of these loans for compliance with the loan repayment terms. We also similarly monitor past-due loans and below-investment grade loans, as discussed in Schedule 18B of the consolidated financial statements.

Subsidiaries, Associates and Joint Ventures

 The following table sets forth certain information relating to our subsidiaries, associates and joint ventures at year-end fiscal 2014.

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Name	Year of formation	Activity	Ownership interest			Total income(1)		Net worth(2)		Total assets(3)
						(in millions, except percentages)
ICICI Venture Funds Management Company Limited	January 1988	Private Equity/ venture capital fund management		100.00	%	Rs.	1,363	Rs.	2,180	Rs.	2,879
ICICI Securities Primary Dealership Limited	February 1993	Securities investment, trading and underwriting		100.00	%		9,036		7,423		105,511
ICICI Prudential Asset Management Company Limited	June 1993	Asset management company for ICICI Prudential Mutual Fund		51.00	%		5,491		2,864		4,559
ICICI Prudential Trust Limited	June 1993	Trustee company for ICICI Prudential Mutual Fund		50.80	%		6		12		15
ICICI Securities Limited	March 1995	Securities broking & merchant banking		100.00	%		8,117		2,996		16,204
ICICI International Limited	January 1996	Asset management		100.00	%		26		97		100
ICICI Bank Eurasia LLC	May 1998	Banking		100.00	%		1,008		3,616		7,061
ICICI Trusteeship Services Limited	April 1999	Trusteeship services		100.00	%		1		4		5
ICICI Home Finance Company Limited	May 1999	Housing finance		100.00	%		9,357		15,209		72,575
ICICI Investment Management Company Limited	March 2000	Asset management		100.00	%		60		154		174
ICICI Securities Holdings Inc.	June 2000	Holding company		100.00	%		0.3		603		603
ICICI Securities Inc.	June 2000	Securities broking		100.00	%		153		70		147
ICICI Prudential Life Insurance Company Limited	July 2000	Life insurance		73.84	%		220,600		43,930		814,925
ICICI Lombard General Insurance Company Limited	October 2000	General insurance		73.22	%		85,556		24,949		135,449
ICICI Bank UK PLC	February 2003	Banking		100.00	%		10,200		37,689		267,889
ICICI Bank Canada	September 2003	Banking		100.00	%		11,739		51,119		295,813
ICICI Prudential Pension Fund Management Company Limited(4)	April 2009	Pension fund management		100.00	%		25		258		291

(1) Total income represents gross income from operations and other income.

(2) Net worth represents share capital, share application money and reserves and surplus.

(3) Total assets represent fixed assets, advances, investments and gross current assets (including cash and bank balances).

(4) ICICI Prudential Pension Funds Management Company Limited is a wholly owned subsidiary of ICICI Prudential Life Insurance Company Limited.

(5) During the three months ended September 30, 2013, TCW/ICICI Investment Partners Limited ceased to be a jointly controlled entity and accordingly has not been accounted as per the proportionate consolidation method as per AS 27.

The following table sets forth certain information on other significant entities whose results were included in the consolidated financial statements under Indian GAAP at year-end fiscal 2014.

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Name	Year of formation	Activity	Ownership interest			Total income(1)		Net worth(2)			Total assets(3)
						(In millions, except percentages)
Mewar Aanchalik Gramin Bank(4)	January 1983	Banking		35.00	%	Rs.	631	Rs.	236		Rs.	6,820
ICICI Kinfra Limited	January 1996	Infrastructure development consultancy		76.00	%		0.4		6			18
ICICI Equity Fund	March 2000	Unregistered venture capital fund		100.00	%		12		486			556
ICICI Strategic Investments Fund	February 2003	Unregistered venture capital fund		100.00	%		19		1,105			1,107
I-Ven Biotech Limited	December 2003	Investment in research and development of biotechnology		100.00	%		95		340			340
I-Process Services (India) Private Limited(4)	April 2005	Services related to back end operations		19.00	%		1,664		(23	)		262
FINO Paytech Limited(4)	June 2006	Support services for financial inclusion		27.11	%		3,025		2,552			3,806
NIIT Institute of Finance, Banking and Insurance Training Limited(4)	June 2006	Education and training in banking and finance		18.79	%		640		69			177
ICICI Merchant Services Private Limited(4)	July 2009	Merchant servicing		19.00	%		1,405		707			3,718
India Infradebt Limited(4)	October 2012	Infrastructure finance		31.00	%		288		3,289			3,316

(1) Total income represents gross income from operations and other income of the entity.

(2) Net worth represents share capital/unit capital (in case of venture capital funds) and reserves and surplus of the entity.

(3) Total assets represent fixed assets, advances, investments and gross current assets (including cash and bank balances) of the entity.

(4) These entities have been accounted as per the equity method as prescribed by AS 23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements’.

(5) During the three months ended December 31, 2013, ICICI Venture Value Fund ceased to be a consolidating entity and accordingly, has not been consolidated.

(6) During the three months ended March 31, 2014, ICICI Eco-net Internet and Technology Fund, ICICI Emerging Sectors Fund and Rainbow Fund ceased to be a consolidating entities and accordingly have not been consolidated.

At year-end fiscal 2014, all of our subsidiaries and joint ventures were incorporated in India, except the following six companies:

· ICICI Securities Holdings Inc., incorporated in the United States;

· ICICI Securities Inc., incorporated in the United States;

· ICICI Bank UK PLC, incorporated in the United Kingdom;

· ICICI Bank Canada, incorporated in Canada;

· ICICI Bank Eurasia Limited Liability Company, incorporated in Russia; and

· ICICI International Limited, incorporated in Mauritius.

ICICI Securities Holdings Inc. is a wholly owned subsidiary of ICICI Securities Limited and ICICI Securities Inc. is a wholly owned subsidiary of ICICI Securities Holdings Inc. ICICI Securities Holdings Inc. and ICICI Securities Inc. are consolidated in ICICI Securities’ Limited’s financial statements.

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Technology

We continue to endeavor to be at the forefront of usage of technology in the financial services sector. We strive to use information technology as a strategic tool for our business operations, to gain a competitive advantage and to improve our overall productivity and efficiency. The Bank seeks to provide high levels of functionality in all its channels such as branches, Internet banking, automated teller machines, mobile banking, tab banking which involves opening bank accounts using tablets, phone banking & Facebook banking where banking facilities are provided through a social network and at the same time continue to improve and strengthen security, infrastructure and networks. Our technology initiatives are aimed at enhancing value, offering customers greater convenience and improved service levels while optimizing costs. Our focus on technology emphasizes:

· Electronic and online channels to:

· offer easy access to our products and services;

· reduce distribution and transaction costs;

· new customer acquisition;

· enhance existing customer relationships; and

· reduce time to market.

· The application of information systems for:

· increasing our customer base;

· effective marketing;

· monitoring and controlling risks;

· identifying, assessing and capitalizing on market opportunities; and

· assisting in offering improved products and services to customers;

We also seek to leverage our domestic technology capabilities in our international operations.

Technology Organization

 We have dedicated technology groups for our products and services for retail, corporate, international and rural customers. Our Technology Management Group coordinates our enterprise-wide technology initiatives. Our Technology Infrastructure Group provides the technology infrastructure platform across all business technology groups to gain synergies in operation. The business technology groups review the individual requirements of the various business groups and the Information Security Group ensures that information related to customers or the enterprise is secure.

Banking Application Software

We use banking applications like a core banking system, loan management system, and credit card management system, all of which are flexible and scalable and allow us to serve our growing customer base. A central stand-in server ensures services all days of the week, throughout the year, to the various delivery channels even if the primary systems are unavailable. We have built a new state-of-the-art data center in Hyderabad for centralized data base management, data storage and retrieval and a new disaster recovery center.

Electronic and Online Channels

We use a combination of physical and electronic delivery channels to maximize customer choice and convenience, which has helped to differentiate our products in the marketplace. Our branch banking software is flexible and scalable and integrates seamlessly with our electronic delivery channels. At year end fiscal 2014, we

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had 11,315 automated teller machines across India. Our automated teller machines have additional features such as instant fund transfer, bill payment and insurance premium payment. We also have 101 Touch Banking branches that provide 24-hour simple and convenient electronic banking to customers. At year end fiscal 2014, we offered tab banking facilities across 29 locations in India that has minimized physical documents and improved efficiency in opening of new deposit accounts. We offer a number of online banking services to our customers for both corporate and retail products and services. Our call centers across locations at Thane and Hyderabad are operational around the clock and are equipped with multiple leading edge systems such as interactive voice response systems, automatic call distribution, computer telephony integration and voice recorders. We seek to use the latest technology in these call centers to provide an integrated customer view to the call center agents to get a complete overview of the customer’s relationship with us. The database enables customer segmentation and assists the call agent in identifying and executing cross-selling opportunities. In fiscal 2013, we launched a banking application on Facebook allowing customers to access their account details, view account statements and place service requests.

We offer mobile banking services in India in line with our strategy to offer multi-channel access to our customers. This service has now been extended to all mobile telephone service providers across India and non-resident Indian customers in certain other countries where we have a presence. Our online remittance solution is also available as a mobile application across major platforms and allows customers to track exchange rates and initiate remittance transactions.

High-Speed Electronic Communications Infrastructure

We have a nationwide data communications backbone linking all our channels and offices. The network is designed for extensive reach and redundancy, which are imperative in a vast country like India. The communications network is monitored 24 hours a day using advanced network management software.

Operations Relating to Commercial Banking for Corporate Customers

Our corporate banking back office operations are centralized and we have a business process management solution to automate our activities in the areas of trade services and general banking operations. Through integration of the work flow system with the imaging and document management system, we have achieved substantial savings and practically eliminated the use of paper for these processes.

We have centralized the processing systems of treasuries of all our overseas branches and banking subsidiaries. As a result, the processing of transactions as well as the applications used for deal entry are now centrally located and maintained in India.

Customer Relationship Management

We have implemented a customer relationship management solution for the automation of customer handling in all key retail products. The solution helps in tracking and timely resolution of various customer queries and issues. The solution has been deployed at the telephone banking call centers as well as at a large number of branches.

Data Warehousing and Data Mining

We have a data warehouse for customer data aggregation and data mining initiatives. We have implemented an enterprise application integration initiative across our retail and corporate products and services, to link various products, delivery and channel systems. This initiative follows from our multi-channel customer service strategy and seeks to deliver customer related information consistently across access points. It also aims to provide us with valuable information to compile a unified customer view and creates various opportunities associated with cross-selling and upselling other financial products.

Data Center and Disaster Recovery System

We have commissioned and built a new data center at Hyderabad, which is designed to optimize energy efficiency and accommodate high server densities.

We have also completed the design for a new disaster recovery data center at Jaipur. Our current disaster recovery data center at Hyderabad can host all critical banking applications in the event of a disaster at the primary site.

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We have developed business continuity plans, which would help facilitate continuity of critical businesses in the event of a disaster. These plans are tested periodically under live or simulated scenarios. These plans have been prepared in line with the guidelines issued by the Reserve Bank of India and have been approved by our Board of Directors.

Competition

We face competition in all our principal areas of business from Indian and foreign commercial banks, housing finance companies, mutual funds and investment banks. We are the largest private sector bank in India in terms of total assets. We seek to gain competitive advantage over our competitors by offering innovative products and services, using technology, building customer relationships and developing a team of highly motivated and skilled employees. We evaluate our competitive position separately in respect of our products and services for retail and corporate customers.

Commercial Banking Products and Services for Retail Customers

In the retail markets, competition is primarily from foreign and Indian commercial banks and housing finance companies. Foreign banks have product and delivery capabilities but are likely to focus on limited customer segments and geographical locations since they have a smaller branch network than Indian commercial banks. Foreign banks in aggregate had only 301 branches in India at December 31, 2013. Indian public sector banks have wide distribution networks but generally relatively less strong technology and marketing capabilities while private sector banks have a relatively smaller branch network but stronger technology capabilities. With the implementation of technology-based core banking solutions, public sector banks have become more competitive in selling products and services to retail customers. In addition some specialized non-bank finance companies have increased market share in certain segments of retail banking products. We seek to compete in this market through a full product portfolio and effective distribution channels, which include branches, agents, robust credit processes and collection mechanisms, experienced professionals and superior technology.

Commercial banks attract the majority of retail bank deposits, historically the preferred retail savings product in India. We have sought to capitalize on our corporate relationships to gain individual customer accounts through payroll management products and will continue to pursue a multi-channel distribution strategy utilizing physical branches, ATMs, telephone banking call centers and the internet to reach customers. Further, following a strategy focused on customer profiles and product segmentation, we offer differentiated liability products to customers of various ages and income profiles. Mutual funds are another source of competition to us. Mutual funds offer tax advantages and have the capacity to earn competitive returns and hence present a competitive alternative to bank deposits.

As part of the Reserve Bank of India’s specified objective of strengthening the banking structure, a discussion paper was released in August 2013 which proposes issuing new bank licenses and having a differentiated licensing policy for different types of banks operating in niche business areas. Following this, the Reserve Bank of India has granted in-principle approval to two applicants for setting up new private sector banks. In July 2014, the Reserve Bank of India issued draft guidelines for licensing of payments banks and small banks. The Reserve Bank of India has also indicated that it would issue guidelines with respect to continuous licensing policy for universal banks. It also proposes to have a continuous licensing policy for entry of new banks as compared to the current practice of intermittently issuing licenses. The Reserve Bank of India has also indicated that it plans to give greater access to foreign banks in the Indian market. The Reserve Bank of India released a framework for the presence of foreign banks in November 2013 and has indicated that the subsidiary route would be the preferred mode of presence for foreign banks and has proposed giving near national treatment based on the principles of reciprocity and subsidiary mode of presence.

Commercial Banking Products and Services for Agricultural and Rural Customers

In our commercial banking operations for agricultural and rural customers, we face competition from public sector banks that have large branch networks in rural India. Other private sector banks and non-banking finance companies also provide products and services in rural India. We also face competition from specialized players such as rural finance institutions and non-banking finance companies. We seek to compete in this business based on our product strategy and multiple channels. The Reserve Bank of India has issued draft guidelines in July 2014 for

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licensing of specialized small banks and payments banks with limitations in operations and lower capital requirements that would cater to the rural and unorganized segments.

Commercial Banking Products and Services for Corporate Customers

In products and services for corporate customers, we face strong competition primarily from public sector banks, foreign banks and other new private sector banks. Our principal competition in these products and services comes from public sector banks, which have built extensive branch networks that have enabled them to raise low-cost deposits and, as a result, price their loans and fee-based services very competitively. Their wide geographical reach facilitates the delivery of banking products to their corporate customers located in most parts of the country. Public sector banks and certain private sector banks also have a traditional competitive advantage with respect to the government banking segment. We seek to compete based on our service and prompt turnaround times that we believe are significantly faster than public sector banks. We seek to compete with the large branch networks of the public sector banks through our multi-channel distribution approach and technology-driven delivery capabilities. Traditionally, foreign banks have been active in providing treasury-related products and services, trade finance, fee-based services and other short term financing products to top tier Indian corporations. We compete with foreign banks in cross-border trade finance based on our wider geographical reach relative to foreign banks and our customized trade financing solutions. We have established strong fee-based cash management services and leverage our balance sheet size, wider branch network, technology and our international presence to compete in treasury-related products and services.

Other new private sector banks also compete in the corporate banking market on the basis of efficiency, service delivery and technology. However, we believe that our size, capital base, strong corporate relationships, wider geographical reach and ability to use technology to provide innovative, value-added products and services provide us with a competitive edge.

In project finance, ICICI’s primary competitors were established long-term lending institutions. Indian and foreign commercial banks have also sought to expand their presence in this market. We believe that we have a competitive advantage due to our strong market reputation and expertise in risk evaluation and mitigation. We believe that our in-depth sector specific knowledge and capabilities in understanding risks and policy related issues as well as our advisory, structuring and syndication services have allowed us to gain credibility with project sponsors, overseas lenders and policy makers.

Commercial Banking Products and Services for International Customers

Our international strategy is focused on India-linked opportunities. In our international operations, we face competition from Indian public sector banks with overseas operations, foreign banks with products and services targeted at non-resident Indians and Indian businesses and other service providers such as remittance services. Foreign banks have become more competitive in providing financing to Indian businesses leveraging their strength of access to lower cost foreign currency funds. We are seeking to position ourselves as an Indian bank offering globally-benchmarked products and services with an extensive distribution network in India to gain competitive advantage. We seek to leverage our technology capabilities developed in our domestic businesses to offer convenience and efficient services to our international customers. We also seek to leverage our strong relationships with Indian corporations in our international business.

Insurance and Asset Management

Our insurance and asset management joint ventures face competition from existing dominant public sector players as well as new private sector players. We believe that the key competitive strength of our insurance joint ventures is the combination of our experience in the Indian financial services industry with the global experience and skills of our joint venture partners. We believe that ICICI Prudential Life Insurance Company, ICICI Lombard General Insurance Company and ICICI Prudential Asset Management Company have built strong product, distribution and risk management capabilities, achieving market leadership positions in their respective businesses. According to data published by the Insurance Regulatory and Development Authority of India, ICICI Prudential Life Insurance Company had a retail market share of about 7.2% in new business written (on a retail weighted received premium basis) during fiscal 2014. ICICI Lombard General Insurance Company had a market share of about 9.4% in gross written premiums during fiscal 2014. See also “—Insurance”. ICICI Prudential Asset Management Company manages the ICICI Prudential Mutual Fund, which was the second largest mutual fund in India in terms of average funds under management.

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Management Company manages the ICICI Prudential Mutual Fund, which was the second largest mutual fund in India in terms of average funds under management.

Employees

At year-end fiscal 2014, we had 94,204 employees, including sales executives, employees on fixed term contracts and interns, compared to 85,217 employees at year-end fiscal 2013 and 81,254 employees at year-end fiscal 2012. Of these, 72,226 employees were employed by ICICI Bank at year-end fiscal 2014, an increase from 62,065 at year-end fiscal 2013. Of our 94,204 employees at year-end fiscal 2014, approximately 39,243 were professionally qualified, holding degrees in management, accountancy, engineering, law, computer science, economics or banking.

We dedicate a significant amount of senior management time to ensuring that employees remain highly motivated and perceive the organization as a satisfactory working environment. Employee compensation is linked to performance and we encourage the involvement of our employees in the overall performance and profitability of the Bank. A performance appraisal system has been implemented to assist management in career development and succession planning. Management believes that it has good relationships with its employees.

ICICI Bank has an employee stock option scheme to encourage and retain high-performing employees. Pursuant to the employee stock option scheme up to 10.0% of the aggregate of our issued equity shares at the time of grant of the stock options can be allocated under the employee stock option scheme. The stock options entitle eligible employees to apply for equity shares. The grant of stock options is approved by ICICI Bank’s Board of Directors on the recommendation of the Board Governance, Remuneration and Nomination Committee. The eligibility of each employee is determined based on an evaluation including the employee’s work performance, technical knowledge and leadership qualities. See also “Management—Compensation and Benefits to Directors and Officers—Employee Stock Option Scheme”.

ICICI Bank has training centers, where various training programs designed to meet the changing skill requirements of its employees are conducted. These training programs include orientation sessions for new employees and management development programs for mid-level and senior executives. The training centers regularly offer courses conducted by faculty, both national and international, drawn from industry, academia and ICICI Bank’s own organization. Training programs are also conducted for developing functional as well as managerial skills. Products and operations training are also conducted through web-based training modules.

In addition to basic compensation, employees of ICICI Bank are eligible to receive loans from ICICI Bank at subsidized rates and to participate in its provident fund and other employee benefit plans. The provident fund, to which both ICICI Bank and its employees contribute a defined amount, is a savings scheme, required by government regulation, under which ICICI Bank at present is required to pay to employees a minimum annual return as specified from time to time, which was specified at 8.75% for fiscal 2014. If such return is not generated internally by the fund, ICICI Bank is liable for the difference. ICICI Bank has also set up a superannuation fund to which it contributes defined amounts. The employees have been given an option to opt out of the superannuation fund and in such cases the defined amounts are paid as part of monthly salary. In addition, ICICI Bank contributes specified amounts to a gratuity fund set up pursuant to Indian statutory requirements.

The following table sets forth, at the dates indicated, the number of employees in ICICI Bank and its consolidated subsidiaries and other consolidated entities.

	At March 31,
	2012				2013				2014
	Number		% of total		Number		% of total		Number		% of total
ICICI Bank Limited		58,276		71.7		62,065		72.8		72,226		76.7
ICICI Prudential Life Insurance Company Limited		13,608		16.8		12,841		15.1		10,745		11.4
ICICI Lombard General Insurance Company Limited		4,153		5.1		4,532		5.3		5,243		5.6
ICICI Home Finance Company Limited(2)		363		0.4		399		0.5		532		0.6
ICICI Prudential Asset Management Company Limited		698		0.9		648		0.8		773		0.8

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	At March 31,
	2012				2013				2014
	Number		% of total		Number		% of total		Number		% of total
ICICI Securities Limited		3,481		4.3		4,100		4.8		4,075		4.3
ICICI Securities Primary Dealership Limited		73		0.1		73		0.1		73		0.1
Others		602		0.7		559		0.7		537		0.5
Total number of employees(1)		81,254		100.0		85,217		100.0		94,204		100.0

(1) Includes interns, sales executives and employees on fixed-term contract totaling 1,813 at year-end fiscal 2014, 2,071 at year-end fiscal 2013 and 2,241 at year-end fiscal 2012.

(2) All employees are deputed from ICICI Bank.

Properties

Our registered office is located at Landmark, Race Course Circle, Vadodara 390 007, Gujarat, India. Our corporate headquarters are located at ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra, India.

ICICI Bank had a principal network consisting of 3,753 branches and 11,315 ATMs at year-end fiscal 2014 in India. At June 30, 2014, ICICI Bank had a network of 3,763 branches in India. These facilities are located throughout India. In addition to the branches, extension counters and ATMs, ICICI Bank has 39 controlling/administrative offices including the registered office at Vadodara and the corporate headquarters at Mumbai, and 49 regional processing centers and three central processing centers, two located in Mumbai and one in Hyderabad. We have branches in Bahrain, Dubai International Financial Centre, Hong Kong, Qatar financial centre, Singapore, Sri Lanka and the United States and representative offices in the United Arab Emirates, Bangladesh, China, Indonesia, Malaysia and South Africa. ICICI Bank also provides residential facilities to employees. At year-end fiscal 2014, ICICI Bank had 733 apartments for its employees.

Legal and Regulatory Proceedings

We are involved in various litigations and are subject to a wide variety of banking and financial services laws and regulations in each of the jurisdictions in which we operate. We are also subject to a large number of regulatory and enforcement authorities in each of these jurisdictions. We are involved in a number of legal proceedings and regulatory relationships in the ordinary course of our business. However, we are not a party to any proceedings and no proceedings are known by us to be contemplated by governmental authorities or third parties, which, if adversely determined, may have a material adverse effect on our financial condition or results of operations.

The following penalties were imposed and paid by us in the past:

· In fiscal 2011, the Reserve Bank of India imposed a penalty of Rs. 0.5 million on us in connection with Know Your Customer guidelines.

· In May 2012, the Insurance Regulatory and Development Authority of India imposed a penalty of Rs. 11.8 million on ICICI Prudential Life Insurance Company because of non-compliance with certain provisions of the Insurance Act, 1938 and regulations/guidelines issued by the Insurance Regulatory and Development Authority in respect of intermediaries and group insurance.

· In fiscal 2012, the Reserve Bank of India imposed a penalty of Rs. 1.5 million on us in connection with non-compliance of certain instructions issued by the Reserve Bank of India with respect to our derivatives business.

· In May 2012, the Reserve Bank of India imposed a penalty of Rs. 0.1 million on the Bank in connection with an operational error regarding the sale of government securities on behalf of a customer.

· In May 2012, the Reserve Bank of India imposed a penalty of Rs. 0.5 million on ICICI Securities Primary Dealership in connection with an operational error regarding the sale of government securities.

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· In October 2012, the Reserve Bank of India imposed a penalty of Rs. 3.0 million on ICICI Bank for non-compliance with the Know Your Customer directions issued by Reserve Bank of India.

· In December 2012, the Reserve Bank of India imposed a penalty of Rs. 0.5 million on ICICI Securities Primary Dealership in connection with an operational error regarding the sale of government securities.

· In June 2013, the Reserve Bank of India imposed a penalty of Rs. 10.0 million on ICICI Bank, along with penalties on other banks in India, pursuant to its investigation following a sting operation by a news website on branches of Indian banks and insurance companies.

· In September 2013, the Insurance Regulatory and Development Authority of India imposed a penalty of Rs. 0.5 million on ICICI Lombard General Insurance Company Limited, along with penalties on other general insurers in India, for not meeting the mandatory target in respect of declined risk pool for fiscal 2013.

· In July 2014, the Reserve Bank of India imposed a penalty on 12 Indian banks including us following its scrutiny of the loan and current accounts of one corporate borrower with these banks. The penalty imposed on us was Rs. 4.0 million.

See also “Risk Factors— “We are involved in various litigations. Any final judgment awarding material damages against us could have a material adverse impact on our future financial performance and our stockholders’ equity” and “—The regulatory environment for financial institutions is facing unprecedented change in the post financial crisis environment”.

At year-end fiscal 2014, our contingent tax liability was assessed at an aggregate of Rs. 46.9 billion, mainly pertaining to income tax, service tax and sales tax/value added tax demands by the government of India’s tax authorities for past years. We have appealed against each of these tax demands. The tax related inquiries are not included in contingent liabilities as we believe that such proceedings are likely to be dropped by the tax authorities or will not be upheld by judicial authorities. Based on consultation with counsel and favorable decisions in our own and other cases as set out below, management believes that the tax authorities are not likely to be able to substantiate their tax assessments and, accordingly, we have not provided for these tax demands at year-end fiscal 2014. Disputed tax issues that are classified as remote are not disclosed as contingent liabilities by us.

Of the contingent tax liability of Rs. 46.9 billion:

· Rs. 2.9 billion relates to sales tax/value added tax assessment mainly pertaining to VAT on disposal of repossessed assets, tax on interstate/import leases by various state government authorities in respect of lease transactions entered into by the Bank, and bullion-related matters, where we are relying on favorable opinions from counsel. Of the total demand, Rs.1.3 billion pertains to VAT on disposal of repossessed assets where we are relying on a favorable opinion from counsel confirming that the Bank only facilitates the disposal of repossessed assets for recovery of its loan from the borrower and cannot be regarded as a seller of repossessed assets.

· Rs. 3.1 billion is in respect of service tax matters. Of the total demand, Rs. 1.5 billion pertains to our life insurance subsidiary for levy of service tax surrender/foreclosure charges under unit linked insurance plans/life insurance plans, Rs. 0.7 billion pertains to venture capital funds in respect of retention of contribution received by the fund being treated as fees received in lieu of management services rendered by them and Rs. 0.6 billion pertains to the Bank mainly relating to interest charged on liquidity facilities provided to trusts holding securitized loan portfolios and income received from merchants on credit card acquiring transactions prior to May 2006. The Bank believes that the tax authorities are not likely to be able to substantiate the above tax demands.

· Rs. 40.9 billion relates to appeals filed by us or the tax authorities with respect to assessments mainly pertaining to income tax, and interest tax, where we are relying on favorable precedent decisions of the appellate court and expert opinions. The key disputed liabilities are:

· Rs. 14.1 billion relates to whether interest expenses can be attributed to earning tax-exempt income. We believe that no interest can be allocated thereto as there are no borrowings earmarked for investment in shares/tax free bonds and our interest free funds are sufficient to cover investments in the underlying tax free securities. The Bank has relied on favorable opinion from counsel and favorable appellate decisions in similar cases.

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· Rs. 11.2 billion relates to the disallowance of mark-to-market losses on derivative transactions treated by the tax authorities as notional losses. The Bank has relied on favorable opinion from counsel and favorable appellate decisions in similar cases, which had allowed the deduction of mark-to-market losses from business income.

· Rs. 6.2 billion relates to the disallowance of depreciation claims on leased assets by the tax authorities, by treating the lease transactions as loan transactions. The Bank has relied on a favorable opinion from counsel and favorable appellate decisions in the Bank’s own case and other similar cases.

· Rs. 2.7 billion relates to taxability of amounts withdrawn from the special reserve. ICICI had maintained two special reserve accounts, which includes special reserve created up to assessment year 1997-98. Withdrawals from the account were assessed as taxable by the tax authorities for the assessment years 1998-99 to 2000-01. We have received favorable orders in respect of the assessment year 1998-1999 and 1999-2000 but the income tax department has appealed against the favorable orders.

Based on judicial precedents in our own and other cases, and upon consultation with tax counsel, management believes that it is more likely than not that our tax position will be sustained. Accordingly, no provision has been made in the accounts.

The above contingent liability does not include Rs. 39.8 billion, considered as remote. Of the total disputed tax demands classified as remote, Rs. 34.9 billion pertains to the deduction of bad debts and levy of penalties which are pending before appellate authorities, and are covered by Supreme Court of India decisions in other cases, and therefore are not required to be disclosed as contingent liability. The balance of Rs. 4.9 billion pertains to disputed tax liability of our life insurance subsidiary primarily due to non-allowance of set-off of brought forward business loss by the assessing officer against the shareholders income, which has been considered as income from other sources by the tax authorities. The same is considered as remote on the basis of favorable income tax appellate decisions in our life insurance subsidiary’s own case.

A number of litigations and claims against ICICI Bank and its directors are pending in various forums. The claims on ICICI Bank mainly arise in connection with civil cases involving allegations of service deficiencies, property or labor disputes, fraudulent transactions, economic offences and other cases filed in the normal course of business. The Bank is also subject to counterclaims arising in connection with its enforcement of contracts and loans. A provision is created where an unfavorable outcome is deemed probable and in respect of which a reliable estimate can be made. In view of the inherent unpredictability of litigation and for cases where the claim amount sought is substantial, the actual cost of resolving litigations may be substantially different from the provision held.

ICICI Bank held a total provision of Rs. 312 million at year-end fiscal 2014 for 540 cases with claims totaling approximately Rs. 1,747 million, where an unfavorable outcome was deemed probable and in respect of which a reliable estimate could be made.

For cases where an unfavorable outcome is deemed to be reasonably possible but not probable, the amount of claims is included in contingent liabilities. At year-end fiscal 2014, such claims amounted to a total of Rs. 12,698 million relating to 92 cases. It was not possible to estimate the possible loss or range of possible losses for these cases due to the nature of the cases. However, in one matter where the claim was Rs. 12,410 million, the Bank had estimated possible liability of Rs. 140 million and Rs. 12,270 million was considered as remote. Hence, Rs. 140 million was considered as the contingent liability for this matter. Accordingly, at year-end fiscal 2014, total contingent liability of the Bank was Rs. 428 million.

For cases where the possibility of an unfavorable outcome is deemed remote, we have not made a provision, nor have we included the amount of the claims in these cases in contingent liabilities.

In some instances, civil litigants have named our directors as co-defendants in lawsuits against ICICI Bank. There were 227 such cases at year-end fiscal 2014.

Management believes, based on consultation with counsel, that the claims and counterclaims filed against us in the above legal proceedings are frivolous and untenable and their ultimate resolution will not have a material adverse effect on our results of operations, financial condition or liquidity. Based on a review of other litigations

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with legal counsel, management also believes that the outcome of such other matters will also not have a material adverse effect on our financial position, results of operations or cash flows.

At year-end fiscal 2014, there were 63 ongoing litigations (including those where the likelihood of our incurring liability is assessed as “probable”, “possible” and “remote”), each involving a claim of Rs. 10 million or more, with an aggregate amount of approximately Rs. 79.4 billion (to the extent quantifiable and including amounts claimed jointly and severally from us and other parties). The following are litigations where the amounts claimed are Rs. 1.0 billion or higher:

· The promoters and promoter group entities of Kingfisher Airlines Limited have filed a suit in the Bombay High Court against 19 lenders who had provided credit facilities to Kingfisher Airlines Limited seeking to declare void the corporate guarantee given by one of the entities to the lenders and restrain the lenders from acting in furtherance of the corporate guarantee as well as a personal guarantee of the promoter and invocation of pledge of shares held by the lenders, and claiming damages of Rs. 32.00 billion from the lenders towards sums invested by the promoter group in Kingfisher Airlines Limited. The Bombay High Court has not granted any interim relief restraining lenders from acting in furtherance of the invocation of pledge. ICICI Bank had assigned its exposure to Kingfisher Airlines Limited to a third party in June 2012 and thereby ceased to be a lender to the company. The cause of action for the suit arose subsequent to that date, and the securities mentioned in the suit were not securities held by ICICI Bank even when it was a lender to the company. Consequently ICICI Bank believes the suit against it is not maintainable and has filed its written statement on October 8, 2013. The matter is now directed to be listed on August 20, 2014.

· On October 19, 2011 the revenue intelligence wing of the Government of Rajasthan sought information on the immoveable properties transferred from Bank of Rajasthan to ICICI Bank pursuant to the merger of the Bank of Rajasthan with ICICI Bank. We provided the required information to the revenue intelligence wing. On November 9, 2011, ICICI Bank received a notice demanding payment of stamp duty and registration fees of Rs. 12.4 billion with regard to the merger without providing any details of how the demand had been computed. ICICI Bank duly responded to the notice by denying the liability on the basis that the merger was approved by Reserve Bank of India by an order under the Banking Regulation Act, 1949 and there was no provision in the Rajasthan Stamp Act for payment of stamp duty on such order or any requirement for registration thereof. The Additional Collector (Stamps), Jaipur, issued a prosecution notice to ICICI Bank on March 14, 2012 for nonpayment of stamp duty and non-registration of documents in relation to the immovable properties belonging to Bank of Rajasthan that had been transferred to ICICI Bank as a result of the merger. ICICI Bank sought an opinion from a legal counsel which confirmed that the order under the Banking Regulation Act, 1949 is not required to be stamped. ICICI Bank has filed a writ petition in the High Court of Jaipur challenging the demand notice and the notice for prosecution. The Additional Collector (Stamp) is scheduled to hear the matter on July 21, 2014. The High Court has not granted any stay based on our writ petition and the matter was listed on July 17, 2014 and adjourned for two weeks.

· In 1999, we filed a suit in the Debt Recovery Tribunal, Delhi against Esslon Synthetics Limited and its Managing Director (in his capacity as guarantor) for the recovery of amounts totaling Rs. 169 million due from Esslon Synthetics Limited. In May 2001, the guarantor filed a counterclaim for an amount of Rs. 1.00 billion against us and other lenders who had extended financial assistance to Esslon Synthetics on the grounds that he had been coerced by officers of the lenders into signing an agreement between LML Limited, Esslon Synthetics and the lenders on account of which he suffered, among other things, loss of business. Esslon Synthetics Limited filed an application to amend the counterclaim in January 2004. We have filed our reply to the application for amendment. The guarantor has also filed an interim application on the grounds that certain documents have not been exhibited, to which we have filed our reply stating that the required documents are neither relevant nor necessary for adjudicating the dispute between the parties. In the meantime, the Industrial Development Bank of India has challenged the order of the Debt Recovery Tribunal, Delhi, whereby the Debt Recovery Tribunal allowed LML Limited to be included in the list of parties. The Debt Recovery Appellate Tribunal, Delhi has passed an interim stay order against the Debt Recovery Tribunal proceedings. In the liquidation proceeding before the High Court at Allahabad, the official liquidator attached to the Allahabad High Court sold the assets of Esslon Synthetics for Rs. 61 million in November 2002. We have filed our claim with the official liquidator attached to the Allahabad High Court for our dues. The official liquidator has informed us that the claim of the Bank has been allowed and that the amount payable to the Bank is Rs. 12 million. We have filed an affidavit before the

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official liquidator for disbursement of the amount and the official liquidator has released Rs. 9 million to the Bank and the balance amount will be disbursed after finalization of amounts due to the employees of Esslon Synthetics by the Company court. Further, the guarantor has filed an insolvency proceeding before the insolvency court which is currently being opposed by the lenders including ICICI Bank. The next date of hearing in the Debt Recovery Tribunal and the Insolvency court is listed in the first week of August 2014.

In addition, we have experienced rapid international expansion into banking in multiple jurisdictions which exposes us to a new variety of regulatory and business challenges and risks, including cross-cultural risk, and which increased the complexity of our risks in a number of areas including currency risks, interest rate risks, compliance risk, regulatory risk, reputational risk and operational risk. As a result of this rapid growth and increased complexity, we or our employees may be subject to regulatory investigations or enforcement proceedings in multiple jurisdictions in a variety of contexts. Despite our best efforts at regulatory compliance and internal controls, we, or our employees, may from time to time, and as is common in the financial services industry, be the subject of confidential examinations or investigations that might, or might not, lead to proceedings against us or our employees. In any such situation it would be our policy to conduct an internal investigation, co-operate with the regulatory authorities and, where appropriate, suspend or discipline employees, including terminating their services.

We cannot predict the timing or form of any future regulatory or law enforcement initiatives, which we note are increasingly common for international banks, but we would expect to co-operate with any such regulatory investigation or proceeding.

American Depository Receipt Fees and Payments

Fees and Charges Payable by Holders of our ADSs

The fees and charges payable by holders of our ADSs include the following:

i) a fee not in excess of US$0.05 per ADS is charged for each issuance of ADSs including issuances resulting from distributions of shares, share dividends, share splits, bonuses and rights distributions;

ii) a fee not in excess of US$0.05 per ADS is charged for each surrender of ADSs in exchange for the underlying deposited securities;

iii) a fee for the distribution of the deposited securities pursuant to the deposit agreement, such fee being an amount equal to the fee for the execution and delivery of ADSs referred to in item (i) above which would have been charged as a result of the deposit of such securities, but which securities were instead distributed by the depositary, Deutsche Bank Trust Company Americas, to ADR holders.

Additionally, under the terms of our deposit agreement, the depositary is entitled to charge each registered holder the following:

i) taxes and other governmental charges incurred by the depositary or the custodian on any ADS or an equity share underlying an ADS including any applicable penalties thereon;

ii) transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities, including those of a central depository for securities (where applicable);

iii) any cable, telex, facsimile transmission and delivery expenses incurred by the depositary; and

iv) customary expenses incurred by the depositary in the conversion of foreign currency, including, without limitation, expenses incurred on behalf of registered holders in connection with compliance with foreign exchange control restrictions and other applicable regulatory requirements, together with all expenses, transfer and registration fees, taxes, duties, governmental or other charges payable by the Depositary.

In the case of cash distributions, fees, if applicable, are generally deducted from the cash being distributed. Other fees may be collected from holders of ADSs in a manner determined by the depositary with respect to ADSs registered in the name of investors (whether certificated or in book-entry form) and ADSs held in brokerage and

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custodian accounts (via DTC). In the case of distributions other than cash (i.e., stock dividends, etc.), the depositary charges the applicable ADS record date holder concurrently with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or in book-entry form), the depositary sends invoices to the applicable record date ADS holders.

If any tax or other governmental charge is payable by the holders and/or beneficial owners of ADSs to the depositary, the depositary, the custodian or the Bank may withhold or deduct from any distributions made in respect of deposited securities and may sell for the account of the holder and/or beneficial owner any or all of the deposited securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the holder and the beneficial owner thereof remaining fully liable for any deficiency.

Fees and Other Payments Made by the Depositary

In fiscal 2012, the Bank entered into an agreement with the Depositary, Deutsche Bank Trust Company Americas, under which the Depositary shall reimburse the Bank for annual expenses incurred by the Bank towards investor relations or other expenses directly related to the ongoing maintenance of the American Depository Receipt program. There are limits on the amount of expenses for which the depository will reimburse the Bank, but the amount of reimbursement available to the Bank is not necessarily tied to the amount of fees the depository collects from investors. Under certain circumstances, including the removal of Deutsche Bank Trust Company Americas as Depositary or termination of the American Depository Receipt program, we are required to repay to Deutsche Bank Trust Company Americas amounts reimbursed in prior periods. During fiscal 2014, the Bank claimed and received a reimbursement of US$325,000 from the Depositary towards expenses already incurred relating to the American Depositary Receipt Program. Further, during fiscal 2014, the Bank received a reimbursement of US$ 4,010.86 from the Depositary toward expenses incurred relating to the American Depositary Receipt Program in earlier years.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following discussion and tables are based on our audited consolidated financial statements and accompanying notes prepared in accordance with Indian GAAP. For a reconciliation of net income and stockholders’ equity to U.S. GAAP, a description of significant differences between Indian GAAP and U.S. GAAP and certain additional information required under U.S. GAAP, see notes 20 and 21 to our consolidated financial statements included in this annual report. For selected financial data in accordance with U.S. GAAP, see “Selected U.S. GAAP Financial Data”.

Certain re-classifications have been made in the financial statements for prior years to conform to classifications used in the current year. These changes have no impact on previously reported results of operations or stockholders’ equity. The accounting and reporting policies used in the preparation of our financial statements reflect general industry practices and conform with Indian GAAP, including the Accounting Standards issued by the Institute of Chartered Accountants of India and guidelines issued by the Reserve Bank of India and the Insurance Regulatory and Development Authority and the National Housing Bank as applicable to ICICI Bank and specific subsidiaries and joint ventures.

The consolidated financial statements for fiscal 2010 were audited by B S R & Co., Chartered Accountants, and for fiscal 2011 through 2014 by S.R. Batliboi & Co. LLP, Chartered Accountants, under auditing standards issued by the Institute of Chartered Accountants of India. The consolidated financial statements for fiscal 2010 through 2014 have also been audited by KPMG, an independent registered public accounting firm in India, in accordance with the auditing standards of the United States Public Company Accounting Oversight Board. Our Indian GAAP consolidated financial statements, reconciliation of net income and stockholders’ equity to U.S. GAAP and notes to these financial statements, audited by KPMG, are set forth at the end of this annual report.

Our annual report, prepared and distributed to our shareholders under Indian law and regulations, includes consolidated as well as unconsolidated Indian GAAP financial statements and analysis of our results of operations and financial condition based on unconsolidated Indian GAAP financial statements.

You should read the following data with the more detailed information contained in “Operating and Financial Review and Prospects” and our consolidated financial statements. Historical results do not necessarily predict our results in the future.

Operating Results Data

The following table sets forth, for the periods indicated, our operating results data.

	Year ended March 31,
	2010			2011			2012			2013			2014			2014(1)
	(in millions, except per common share data)
Selected income statement data:
Interest income(2)	Rs.	301,537		Rs.	300,814		Rs.	379,948		Rs.	448,846		Rs.	494,792		US$	8,247
Interest expense		(207,292	)		(193,426	)		(250,132	)		(282,854	)		(297,106	)		(4,952	)
Net interest income		94,245			107,388			129,816			165,992			197,686			3,295
Non-interest income		294,461			315,133			286,634			293,198			300,846			5,014
Net total income		388,706			422,521			416,450			459,190			498,532			8,309
Non-interest expenses
Depreciation on leased assets		(1,417	)		(789	)		(423	)		(328	)		(317	)		(5	)
Expenses pertaining to insurance business		(179,160	)		(209,029	)		(179,254	)		(173,517	)		(162,367	)		(2,706	)
Other operating expenses(3)		(96,756	)		(103,206	)		(115,844	)		(128,225	)		(143,979	)		(2,400	)
Total non-interest expenses		(277,333	)		(313,024	)		(295,521	)		(302,070	)		(306,663	)		(5,111	)
Operating profit before provisions		111,373			109,497			120,929			157,120			191,869			3,198
Provisions and contingencies		(45,587	)		(25,600	)		(14,063	)		(20,952	)		(29,003	)		(484	)
Profit before tax		65,786			83,897			106,866			136,168			162,866			2,714
Provision for tax		(17,352	)		(20,715	)		(27,490	)		(34,869	)		(46,095	)		(768	)
Profit after tax		48,434			63,182			79,376			101,299			116,771			1,946
Minority interest		(1,731	)		(2,249	)		(2,947	)		(5,263	)		(6,357	)		(106	)
Net profit	Rs.	46,703		Rs.	60,933		Rs.	76,429		Rs.	96,036		Rs.	110,414		US$	1,840

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	Year ended March 31,
	2010		2011		2012		2013		2014		2014(1)
	(in millions, except per common share data)
Per common share:
Earnings-basic(4)	Rs.	41.93	Rs.	53.54	Rs.	66.33	Rs.	83.29	Rs.	95.65	US$	1.59
Earnings-diluted(5)		41.72		53.25		66.06		82.84		95.14		1.59
Dividend(6)		12.00		14.00		16.50		20.00		23.00		0.38
Book value(7)		436.48		452.89		506.02		571.60		652.53		10.88
Equity shares outstanding at the end of the period (in millions of equity shares)		1,115		1,152		1,153		1,154		1,155		1,155
Weighted average equity shares outstanding - basic (in millions of equity shares)		1,114		1,138		1,152		1,153		1,154		1,154
Weighted average equity shares outstanding – diluted (in millions of equity shares)		1,118		1,143		1,156		1,157		1,159		1,159

(1) Rupee amounts for fiscal 2014 have been translated into U.S. dollars using the exchange rate of Rs. 60.00 = US$ 1.00 as set forth in the H.10 statistical release of the Federal Reserve Board at year-end fiscal 2014.

(2) Interest income includes interest on rupee and foreign currency loans and advances (including bills) and hire purchase receivables and gains/(losses) on sell-down of loans of ICICI Bank. Interest income also includes interest on income tax refunds of Rs. 1.2 billion, Rs. 1.7 billion, Rs. 846 million, Rs. 2.7 billion and Rs. 2.0 billion for fiscal 2010, 2011, 2012, 2013 and 2014 respectively.

(3) Includes employee expenses, depreciation on fixed assets and other general office expenses.

(4) Earnings per share is computed based on the weighted average number of shares and represents net profit/(loss) per share before dilutive impact.

(5) Earnings per share is computed based on the weighted average number of shares and represents net profit/(loss) per share adjusted for full dilution. Options to purchase 9,238,020, 13,503,150, 12,870,600, 12,489,440 and 14,675,220 equity shares granted to employees at a weighted average exercise price of Rs. 926.3, Rs. 944.7, Rs. 1,003.4, Rs. 967.7 and Rs. 1,036.0 were outstanding at year-end fiscal 2010, 2011, 2012, 2013 and 2014 respectively, but were not included in the computation of diluted earnings per share as these options were anti-dilutive.

(6) In India, dividends for a fiscal year are normally declared and paid in the following year. We declared a dividend of Rs. 12.00 per equity share for fiscal 2010, which was paid in fiscal 2011. We declared a dividend of Rs. 14.00 per equity share for fiscal 2011, which was paid in fiscal 2012. We declared a dividend of Rs. 16.50 per equity share for fiscal 2012, which was paid in fiscal 2013. We declared a dividend of Rs. 20.00 per equity share for fiscal 2013, which was paid in fiscal 2014. We declared a dividend of Rs. 23.00 per equity share for fiscal 2014, which has been paid in fiscal 2015. The dividend per equity share is based on the total amount of dividends declared for the year, exclusive of dividend distribution tax.

(7) Represents equity share capital, employees’ stock options outstanding and reserves and surplus reduced by deferred tax asset, goodwill and debit balance in the profit and loss account.

The following table sets forth, for the periods indicated, selected income statement data expressed as a percentage of average total assets for the respective period. Until fiscal 2011, the average balances are the sum of the daily average balances outstanding for ICICI Bank, except for the averages of overseas branches which were calculated on a monthly basis until October 31, 2010 and on a fortnightly basis thereafter and the average of quarterly balances outstanding at the end of March of the previous fiscal year and June, September, December and March of that year for subsidiaries and other consolidated entities. Since fiscal 2012, the average balances are the sum of the daily average balances outstanding except for the averages of overseas branches of ICICI Bank which are calculated on fortnightly basis.

	Year ended March 31,
	2010			2011			2012			2013			2014
Selected income statement data:
Interest income		5.92	%		5.69	%		6.52	%		7.01	%		7.03	%
Interest expense		(4.07	)		(3.66	)		(4.29	)		(4.42	)		(4.22	)
Net interest income		1.85			2.03			2.23			2.59			2.81
Non-interest income		5.78			5.97			4.91			4.59			4.28
Total income		7.63			8.00			7.14			7.18			7.09

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	Year ended March 31,
	2010			2011			2012			2013			2014
Depreciation on leased assets		(0.03	)		(0.01	)		(0.01	)		(0.01	)		(0.00	)
Expenses pertaining to insurance business		(3.52	)		(3.96	)		(3.07	)		(2.71	)		(2.31	)
Other operating expenses		(1.89	)		(1.96	)		(1.99	)		(2.00	)		(2.05	)
Non-interest expenses		(5.44	)		(5.93	)		(5.07	)		(4.72	)		(4.36	)
Operating profit before provisions		2.19			2.07			2.07			2.46			2.73
Provisions and contingencies		(0.90	)		(0.48	)		(0.24	)		(0.33	)		(0.41	)
Profit before tax		1.29			1.59			1.83			2.13			2.32
Provision for tax		(0.34	)		(0.39	)		(0.47	)		(0.55	)		(0.66	)
Profit after tax		0.95			1.20			1.36			1.58			1.66
Minority interest		(0.03	)		(0.05	)		(0.05	)		(0.08	)		(0.09	)
Net profit		0.92	%		1.15	%		1.31	%		1.50	%		1.57	%

The following table sets forth, for the periods indicated, our selected financial data.

	At or for the year ended March 31,
	2010			2011			2012			2013			2014			2014(1)
	(in millions, except percentages)
Selected balance sheet data:
Total assets	Rs.	5,014,153		Rs.	5,471,907		Rs.	6,192,869		Rs.	6,748,217		Rs.	7,475,257		US$	124,588
Investments		1,863,198			2,096,528			2,398,641			2,556,667			2,676,094			44,602
Advances, net		2,257,781			2,560,193			2,921,254			3,299,741			3,873,418			64,557
Non-performing customer assets (gross)		105,821			111,575			107,124			107,165			122,994			2,050
Total liabilities		4,501,188			4,918,882			5,580,104			6,060,593			6,710,959			111,849
Deposits		2,415,723			2,591,060			2,819,505			3,147,705			3,595,127			59,919
Borrowings (includes subordinated debt and redeemable non-cumulative preference shares)		1,156,983			1,258,389			1,612,966			1,728,882			1,835,421			30,590
Equity share capital		11,149			11,518			11,528			11,536			11,550			193
Reserves and surplus		501,816			541,507	(2)		601,237	(2)		676,088	(2)		752,748	(2)		12,546
Period average(3):
Total assets		5,093,245			5,282,746			5,832,309			6,394,436			7,037,002			117,283
Interest-earning assets		4,060,883			4,157,164			4,697,241			5,272,489			5,830,625			97,177
Advances, net		2,395,300			2,350,205			2,720,937			3,149,347			3,589,293			59,822
Total liabilities(4)		4,580,654			4,723,072			5,214,310			5,723,133			6,284,987			104,750
Interest-bearing liabilities		3,713,343			3,717,501			4,099,844			4,556,099			4,996,433			83,274
Borrowings		1,308,823			1,303,276			1,465,670			1,656,860			1,820,630			30,344
Stockholders’ equity		512,591			559,674			617,999			671,303			752,016			12,534
Profitability:
Net profit as a percentage of:
Average total assets		0.92	%		1.15	%		1.31	%		1.50	%		1.57	%
Average stockholders’ equity		9.11			10.89			12.37			14.31			14.68
Average stockholders’ equity (including preference share capital)		9.05			10.82			12.30			14.23			14.61
Dividend payout ratio(5)		28.65			26.46			24.89			24.02			24.06
Spread(6)		1.95			2.12			2.06			2.35			2.58
Net interest margin(7)		2.42			2.67			2.83			3.20			3.44
Cost-to-income ratio(8)		71.35			74.08			70.96			65.78			61.51
Cost-to-average assets ratio(9)		5.44			5.93			5.07			4.72			4.36
Capital(10):
Average stockholders’ equity as a percentage of average total assets		10.06	%		10.59	%		10.60	%		10.50	%		10.69	%
Average stockholders’ equity (including preference share capital) as a percentage of average total assets		10.13	%		10.66	%		10.66	%		10.55	%		10.74	%

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	At or for the year ended March 31,
	2010			2011			2012			2013			2014			2014(1)
	(in millions, except percentages)
Asset quality:
Net restructured assets as a percentage of net customer assets		2.62	%		0.93	%		1.40	%		1.58	%		2.70	%
Net non-performing assets as a percentage of net customer assets(11)		1.84	%		1.06	%		0.79	%		0.74	%		0.99	%
Provision on restructured assets as a percentage of gross restructured assets		3.98	%		3.23	%		8.81	%		7.87	%		8.42	%
Provision on non-performing assets as a percentage of gross non-performing assets		55.83	%		71.25	%		74.56	%		72.80	%		63.72	%
Provision as a percentage of gross customer assets(12)		3.10	%		3.25	%		2.98	%		2.63	%		2.47	%

(1) Rupee amounts at year-end fiscal 2014 have been translated into US dollars using the exchange rate of Rs. 60.00 = US$ 1.00 as set forth in the H.10 statistical release of the Federal Reserve Board at year-end fiscal 2014.

(2) Includes balance in employees stock options outstanding which will be transferred to “Equity share capital” or “Reserves and surplus” on exercise/lapse of options.

(3) Until fiscal 2011, the average balances are the sum of daily average balances outstanding for ICICI Bank, except for the averages of overseas branches which were calculated on a monthly basis until October 31, 2010 and on a fortnightly basis thereafter and the average of quarterly balances outstanding at the end of March of the previous fiscal year and June, September, December and March of that year for subsidiaries and other consolidated entities. Since fiscal 2012, the average balances are the sum of the daily average balances outstanding, except for the averages of overseas branches of ICICI Bank which are calculated on fortnightly basis.

(4) Includes preference share capital and minority interest, but does not include stockholders’ equity.

(5) Represents the ratio of total dividends paid on equity share capital, exclusive of dividend tax, as a percentage of net profit.

(6) Represents the difference between yield on average interest-earning assets and cost of average interest-bearing liabilities. Yield on average interest-earning assets is the ratio of interest income to average interest-earning assets. Cost of average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities.

(7) Represents the ratio of net interest income to average interest-earning assets. The difference in net interest margin and spread arises due to the difference in the amount of average interest-earning assets and average interest-bearing liabilities. If average interest-earning assets exceed average interest-bearing liabilities, net interest margin is greater than spread, and if average interest-bearing liabilities exceed average interest-earning assets, net interest margin is less than spread.

(8) Represents the ratio of non-interest expenses to total income. Total income represents the sum of net interest income and non-interest income.

(9) Represents the ratio of non-interest expenses to average total assets.

(10) ICICI Bank’s capital adequacy is computed in accordance with the Basel III guidelines stipulated by the Reserve Bank of India with effect from April 1, 2013 and is based on Indian GAAP. The capital adequacy ratios of ICICI Bank on an unconsolidated basis in accordance with the Reserve Bank of India’s guidelines on Basel III, at year-end fiscal 2014 were: Common Equity Tier 1 risk-based capital ratio of 12.8%; Tier 1 risk-based capital ratio of 12.8%; and total risk-based capital ratio of 17.7%. The capital adequacy ratios of ICICI Bank on consolidated basis in accordance with the Reserve Bank of India’s guidelines on Basel III, at year-end fiscal 2014 were: Common Equity Tier 1 risk-based capital ratio of 13.1%; Tier 1 risk-based capital ratio of 13.1%; and total risk-based capital ratio of 18.3%.

(11) Includes loans identified as non-performing/impaired in line with the guidelines issued by regulators of the respective subsidiary.

(12) Includes general provision on standard assets.

(13) Previous year figures have been re-grouped/re-classified where necessary to conform to current period classification.

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Selected U.S. GAAP Financial Data

The following table sets forth, certain selected financial data under generally accepted accounting principles adopted in the United States.

	At or for the year ended March 31,
	2010			2011			2012			2013		2014		2014(1)
	(in millions)
Total income(2)	Rs.	155,106		Rs.	152,661		Rs.	188,192		Rs.	245,463	Rs.	274,705	US$	4,578
Net income/(loss) attributable to ICICI Bank’s shareholders’		45,250			54,361			70,811			101,052		101,421		1,690
Total assets		4,820,604			5,229,844			5,506,134			5,860,331		6,485,471		108,091
ICICI Bank’s stockholders’ equity		523,063			584,083			633,518			736,566		801,882		13,365
Other comprehensive income/(loss)		(246	)		(1,332	)		(7,257	)		14,431		2,157		36
Per equity share
Net income/(loss) from continuing operation-basic(3)		40.63			47.77			61.45			87.64		87.86
Net income/(loss) from continuing operation-diluted(4)		40.35			47.52			61.21			87.21		87.48
Dividend(5)		11.00			12.00			14.00			16.50		20.00

(1) Rupee amounts for fiscal 2014 have been translated into U.S. dollars using the exchange rate of Rs. 60.00 = US$ 1.00 as set forth in the H.10 statistical release of the Federal Reserve Board at year-end fiscal 2014.

(2) Represents net interest income plus non-interest income.

(3) Represents net income/(loss) before dilutive impact.

(4) Represents net profit/(loss) adjusted for full dilution. Options to purchase 9,238,020, 13,503,150, 12,870,600, 12,489,440 and 14,675,220 equity shares granted to employees at a weighted average exercise price of Rs. 926.3, Rs. 944.7, Rs. 1,003.4, Rs. 967.7 and Rs. 1,036.0 were outstanding at year-end fiscal 2010, 2011, 2012, 2013 and 2014, respectively, but were not included in the computation of diluted earnings per share as these options were anti-dilutive.

(5) In India, dividends for a fiscal year are normally declared and paid in the following year. We declared a dividend of Rs. 12.00 per equity share for fiscal 2010, which was paid in fiscal 2011. We declared a dividend of Rs. 14.00 per equity share for fiscal 2011, which was paid in fiscal 2012. We declared a dividend of Rs. 16.50 per equity share for fiscal 2012, which was paid in fiscal 2013. We declared a dividend of Rs. 20.00 per equity share for fiscal 2013, which was paid in fiscal 2014. We declared a dividend of Rs. 23.00 per equity share for fiscal 2014, which has been paid in fiscal 2015. The dividend per equity share is based on the total amount of dividends paid during the year, exclusive of dividend tax.

(6) Previous year figures have been re-grouped/re-classified where necessary to conform to current period classification.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements. The following discussion is based on our audited consolidated financial statements and accompanying notes prepared in accordance with Indian GAAP, which varies in certain significant respects from U.S. GAAP. For a reconciliation of net income and stockholders’ equity to U.S. GAAP, a description of significant differences between Indian GAAP and U.S. GAAP and certain additional U.S. GAAP information, see notes 20 and 21 to our consolidated financial statements included herein.

Executive Summary

Introduction

We are a diversified financial services group offering a wide range of banking and financial services to corporate and retail customers through a variety of delivery channels. We are the largest private sector bank in India in terms of total assets. Apart from banking products and services, we offer life and general insurance, asset management, securities brokering and private equity products and services through specialized subsidiaries. Our total assets at year-end fiscal 2014 were Rs. 7,475.3 billion. Our consolidated capital and reserves at year-end fiscal 2014 was Rs. 764.3 billion. During fiscal 2014, our net profit was Rs. 110.4 billion compared to Rs. 96.0 billion during fiscal 2013.

Our primary business consists of commercial banking operations for retail and corporate customers. Our commercial banking operations for retail customers consist of retail lending and deposit taking and distribution of insurance and investment products. We deliver our products and services through a variety of channels, including bank branches, ATMs, call centers, internet and mobile phones. We had a network of 3,753 branches and 11,315 ATMs in India at year-end fiscal 2014. We provide a range of commercial banking and project finance products and services, including loan products, fee and commission-based products and services, deposit products and foreign exchange and derivatives products to India’s leading corporations, middle market companies and small and medium enterprises. We also offer agricultural and rural banking products. We earn interest and fee income from our commercial banking operations.

In our international banking operations, our primary focus is on offering products and services to persons of Indian origin, Indian businesses, select local businesses and multi-national corporations and insured mortgage products in our Canada subsidiary as well as offering deposit products to the larger community. ICICI Bank’s overseas branches take deposits, raise borrowings and make loans primarily to Indian companies for their overseas operations as well as for their foreign currency requirements in India. They also engage in advisory and syndication activities for fund-raising by Indian companies and their overseas operations. We currently have banking subsidiaries in the United Kingdom, Canada and Russia, branches in Singapore, Dubai, Sri Lanka, Hong Kong, Qatar, the United States and Bahrain and representative offices in China, the United Arab Emirates, Bangladesh, South Africa, Malaysia and Indonesia. Our subsidiary in the United Kingdom has established a branch in each of Antwerp, Belgium and Frankfurt, Germany.

Our treasury operations include the maintenance and management of regulatory reserves, proprietary trading in equity and fixed income and a range of foreign exchange and derivatives products and services for corporate customers, such as forward contracts, swaps and options. We take advantage of movements in markets to earn treasury income. We also earn fees from treasury products that we offer to our customers. Our overseas branches and subsidiaries also have investments in bonds of non-India financial institutions and in asset backed securities.

We are also engaged in insurance, asset management, securities business and private equity fund management through specialized subsidiaries. Our subsidiaries ICICI Prudential Life Insurance Company, ICICI Lombard General Insurance Company and ICICI Prudential Asset Management Company provide a wide range of life and general insurance and asset management products and services to retail and corporate customers. ICICI Prudential Life Insurance Company was the largest private sector life insurance company in India during fiscal 2014, with a market share of 7.2% based on new business written (on a retail weighted received premium basis). ICICI Lombard General Insurance Company was the largest private sector general insurance company in India during fiscal 2014, with a market share of 9.4% in gross written premium. ICICI Prudential Asset Management Company manages the ICICI Prudential Mutual Fund, which was the second largest mutual fund in India in terms of average funds under management for the three months ended March 31, 2014. We cross-sell the products of our insurance and asset

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management subsidiaries and other asset management companies to our retail and corporate customers. Our subsidiaries ICICI Securities Limited and ICICI Securities Primary Dealership Limited are engaged in equity underwriting and brokerage and primary dealership in government securities respectively. ICICI Securities owns icicidirect.com, a leading online brokerage platform. ICICI Securities Limited has a subsidiary in the United States, ICICI Securities Holdings Inc., which in turn has an operating subsidiary in the United States, ICICI Securities Inc., engaged in brokerage services. Our private equity fund management subsidiary ICICI Venture Funds Management Company manages funds that make private equity investments.

Business environment

Our loan portfolio, financial condition and results of operations have been and, in the future, are expected to be influenced by economic conditions in India, global economic developments affecting the business activities of our corporate customers, such as changes in commodity prices, conditions in global financial markets, economic conditions in the United States and in foreign countries where we have a significant presence or which impact the Indian economy and global markets, and evolving global and domestic regulations. For ease of understanding the following discussion of our results of operations, you should consider these macroeconomic factors and other key factors.

Trends in fiscal 2014

Global economic growth remained subdued during fiscal 2014, while global financial markets witnessed volatility in response to the commencement of withdrawal of quantitative easing by the US Federal Reserve. Annual growth in the Indian economy remained below 5.0% for the second consecutive year, along with subdued investment activity and consumer demand. Uncertainties regarding the global recovery, concerns over domestic growth and volatility in financial markets were the key features of the economic environment in fiscal 2014.

India’s gross domestic product (GDP) grew by 4.7% during fiscal 2014 compared to a growth of 4.5% during fiscal 2013. Growth in the industrial sector was 0.4% during fiscal 2014 compared to 1.0% during fiscal 2013. The services sector grew by 6.8% during fiscal 2014 compared to 7.0% during fiscal 2013. The agriculture sector saw an improvement in growth to 4.7% during fiscal 2014 compared to 1.4% during fiscal 2013. Private consumption recorded a growth of 4.8% while investments, as measured by gross fixed capital formation, declined by 0.1% during fiscal 2014, compared to a growth of 5.0% in private consumption and a growth of 0.8% in investments during fiscal 2013.

Inflation, measured by the Wholesale Price Index, increased from 4.8% in April 2013 to 7.5% in November 2013, and then eased to 6.0% in March 2014. Average Wholesale Price Index inflation during fiscal 2014 was 6.0% compared to 7.4% during fiscal 2013. Inflation eased due to a moderation in the manufactured products segment, where average inflation in fiscal 2014 decreased to 3.0% compared to 5.4% during fiscal 2013. Fuel inflation remained flat at about 10.0% in fiscal 2014. However, food inflation increased from an average of 9.9% in fiscal 2013 to 12.8% in fiscal 2014. Retail inflation, measured by the Consumer Price Index, remained elevated at above 9.0% during the early part of fiscal 2014 and increased to a high of 11.2% in November 2013 before easing to 8.3% in March 2014. Retail inflation largely followed the trend in food inflation.

Conduct of monetary policy during fiscal 2014 could be divided into three distinct phases. In the early part of fiscal 2014, considering the easing inflation levels, the Reserve Bank of India reduced the repo rate by 25 basis points from 7.50% to 7.25% in May 2013. In the second phase, following the US Federal Reserve indicating a likely withdrawal of its quantitative easing programme in May 2013, there was considerable outflow of portfolio funds from emerging market economies. India also saw a significant outflow of foreign portfolio investments, particularly debt funds, leading to a sharp depreciation in the rupee. The rupee depreciated by 17.8% against the US dollar between June and August 2013 and touched a low of Rs. 68.4 per US$ at August 28, 2013 as compared to Rs. 56.5 per US$ at the end of May 2013. In response to these developments, the Reserve Bank of India changed its monetary policy stance. On July 15, 2013, with a view to stabilize the exchange rate, the Reserve Bank of India increased the Marginal Standing Facility rate, which is the rate at which banks borrow overnight funds, in excess of the specified threshold, from the Reserve Bank of India against government securities, by 200 basis points from 8.25% to 10.25% while keeping the repo rate unchanged. The Reserve Bank of India also fixed the borrowing limit for banks under the liquidity adjustment facility at Rs. 750.0 billion. Effective July 24, 2013, the Reserve Bank of India announced a further reduction in the borrowing limit under the liquidity adjustment facility to 0.5% of net demand and time liabilities. In addition, effective July 27, 2013, the minimum daily cash reserve ratio balance

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required to be maintained by banks was increased to 99.0% of the stipulated fortnightly requirement from 70.0% earlier. The immediate impact of these measures on the market was a sharp increase in wholesale deposit rates and yields on government securities. Yields on the benchmark 10-year government securities increased from 7.5% at end-June 2013 to 8.24% by July 30, 2014 and further to a peak 9.2% at August 19, 2013 before easing. Also, short term wholesale deposit rates increased sharply by about 385 basis points with rates on the three-month certificate of deposits rising from 7.95% at July 15, 2014 to 11.83% by August 31, 2014. Considering the impact of these measures to stabilize the exchange rate, the Reserve Bank of India allowed certain adjustments on the investment portfolio of banks. The measures included increasing the limit for holding government securities in the held-to-maturity category to 24.5% of net demand and time liabilities as against the earlier requirement of 24.0%, allowing banks to transfer securities from the available-for-sale and held-for-trading categories to the held-to-maturity category up to 24.5% of demand and time liabilities as a one-time measure at prices prevailing prior to the announcement of the July 15, 2013 measures, and giving banks the option to amortize net depreciation on the available-for-sale and held-for-trading portfolio over the remaining period of fiscal 2014.

The third phase of monetary policy action was from September 2013 when monetary operations were gradually normalized while focus shifted to addressing the elevated inflation levels. Following stability in the currency markets, the Reserve Bank of India gradually reduced the Marginal Standing Facility rate in stages by 150 basis points from 10.25% to 8.75% during September-October 2013. At the same time, the repo rate was increased by 50 basis points in stages from 7.25% to 7.75% reflecting concerns over elevated inflation levels. With these changes, monetary operations were normalized and the 100 basis points gap between the two rates was re-instated by the end of October 2013. In January 2014, the Reserve Bank of India increased the repo rate by another 25 basis points to 8.0%.

India’s external indicators improved during fiscal 2014 following policy interventions as well as improvement in exports. The high current account deficit of 4.8% of GDP in fiscal 2013 significantly declined to 1.7% of GDP during fiscal 2014. During fiscal 2014, imports declined by 8.1%, particularly due to policy curbs on gold imports. Correspondingly, exports grew by 4.0% during fiscal 2014, leading to a contraction in the trade deficit by 27.2% during the year. Capital inflows also improved towards the later part of fiscal 2014. With a view to attracting US dollar inflows and provide support to the currency, in September 2013 the Reserve Bank of India initiated a swap facility for banks for incremental foreign currency non-resident US dollar deposits at a fixed rate of 3.5% per annum. The foreign currency borrowing limits of banks were enhanced and banks were allowed to borrow up to 100.0% of their unimpaired Tier 1 capital as against 50.0% earlier. The borrowings under this route could be swapped with the Reserve Bank of India at a concessional rate of 100 basis points below the prevailing swap rate. The swap facility was available from September 10, 2013 until November 30, 2013 and attracted an inflow of US$ 34.3 billion in the form of foreign currency non-resident bank deposits and bank borrowings during the period. Further, incremental non-resident dollar deposits mobilized between July 26, 2013 and outstanding at March 7, 2014 and having a maturity of three years and above were exempted from maintenance of cash reserve ratio and statutory liquidity ratio. Advances against such deposits were permitted to be deducted from adjusted net bank credit for computation of priority sector lending targets. This was permitted until the maturity of the deposits and repayment of the loans, respectively. Overall, the rupee depreciated by 10.5% during fiscal 2014 from Rs. 54.4 per US$ at the end of March 2013 to Rs. 60.1 per US$ at the end of March 2014, including an appreciation of 9.7% during September 2013 and March 2014.

Indian equity markets improved during fiscal 2014, though there were periods of high volatility during the year. The benchmark equity index, the BSE Sensex, increased by 18.8% during fiscal 2014, moving from 18,836 at March 31, 2013 to a low of 17,906 on August 21, 2013 and subsequently rising to 22,386 at March 31, 2014. Foreign institutional investment flows were significantly lower in fiscal 2014 with net inflows of around US$ 5.0 billion compared to net inflows of US$ 27.6 billion during fiscal 2013. Foreign direct investments improved marginally to US$ 20.5 billion and external commercial borrowings to US$ 10.7 billion during fiscal 2014 compared to US$ 16.0 billion and US$ 8.6 billion, respectively, during fiscal 2013.

Non-food credit growth remained subdued during fiscal 2014, with a growth of 14.2% year-on-year at March 21, 2014 compared to 13.9% at March 22, 2013. Based on sector-wise credit deployment data, year-on-year growth in credit to industry was 13.1% and to the services sector was 16.1%. Credit to the infrastructure sector grew by 15.1% compared to 15.8% at March 22, 2013. Retail loan growth increased to 15.5% in March 2014 compared to 14.7% in March 2013. Deposit growth was 14.1% year-on-year at March 21, 2014 compared to 14.2% at March 22, 2013. Demand deposit growth improved to 7.8% year-on-year at March 21, 2014 compared to 5.9% at March 22, 2013.

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First year retail premium underwritten in the life insurance sector (on weighted received premium basis) was Rs. 454.3 billion in fiscal 2014 as compared to Rs. 470.2 billion in fiscal 2013. Gross premium of the non-life insurance sector (excluding specialized insurance institutions) grew by 12.7% to Rs. 728.5 billion during fiscal 2014 from Rs. 646.5 billion during fiscal 2013. The average assets under management of mutual funds increased by 10.8% from Rs. 8,166.6 billion in March 2013 to Rs. 9,045.5 billion in March 2014.

Banking regulation underwent several changes during fiscal 2014 with several more measures proposed to be implemented going forward. In the second quarter monetary policy review announced on October 29, 2013, the Reserve Bank of India outlined five areas that would be the focus for developmental measures to be announced in the short to medium term. These include the following:

· Strengthening and clarifying the monetary policy framework. In this regard, the recommendations of the Urjit Patel Committee to Revise and Strengthen Monetary Policy Framework were considered and implementation was initiated during fiscal 2014. Key proposals include adopting the consumer price index as the key inflation measure for monetary policy action, keeping the economy on a disinflationary glide path with a target of 8.0% consumer price index inflation by January 2015 and 6.0% by January 2016, transitioning to a bi-monthly monetary policy cycle, and progressively reducting in banking system access to overnight liquidity under the liquidity adjustment facility and corresponding increase in access to liquidity through term repos.

· Strengthening the banking structure through the entry of new banks, branch expansion, encouraging new varieties of banks and clarifying an organizational framework for foreign banks. On April 2, 2014, two new banks were given in-principle licenses. The Reserve Bank of India further indicated that going forward it would issue licenses on an ongoing basis and would also create categories of differentiated bank licenses.

· Broadening and deepening financial markets and increasing their liquidity and resilience.

· Expanding access to finance to small and medium enterprises, the unorganized sector, the poor and the remote underserved areas. The Reserve Bank of India appointed a Committee on Comprehensive Financial Services for Small Businesses and Low-Income Households which submitted its recommendations in March 2014 and has proposed, among other things, allowing the setting up of specialized payments and wholesale banks, and a new framework for priority sector lending.

· Strengthening real and financial restructuring and debt recovery from corporates and improving the system’s ability to deal with distress. In January 2014, the Reserve Bank of India issued a “Framework for Revitalising Distressed Assets in the Economy”. The framework outlines an action plan for early identification of problem cases, timely restructuring of accounts which are considered to be viable and prompt steps for recovery or sale of unviable accounts. Accounts have to be categorized into ‘special mention accounts’ based on certain criteria. Joint lenders’ forums are required to be formed to formulate corrective action plans, and in case the forum fails to agree on an action plan, it would result in an accelerated provisioning requirement. An independent evaluation of large value restructuring with a focus on viability and fair sharing of gains and losses between promoters and creditors has been mandated. The framework is effective from April 1, 2014.

Some important regulatory developments impacting the banking sector during fiscal 2014 were the following:

· In May 2013, the Reserve Bank of India issued guidelines on restructuring of advances. As per the guidelines, loans that are restructured (other than due to delay in project completion up to separate specified periods in the infrastructure sector and non-infrastructure sector) from April 1, 2015 onwards would be classified as non-performing. General provision on standard accounts restructured from June 1, 2013 was increased to 5.0%. The general provision required on standard accounts restructured prior to that date has been increased to 3.5% by March 31, 2014, 4.25% by March 31, 2015 and 5.0% by March 31, 2016;

· In June 2013, prudential norms pertaining to risk weights, provisioning and loan-to-value ratio for individual housing loans were revised. Accordingly, individual housing loans of up to Rs. 7.5 million now attract risk weight of 50% with standard asset provisioning of 0.4%. For individual housing loans of above

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Rs. 7.5 million, the loan-to-value ratio was set at 75.0% and risk weight was lowered from 125.0% to 75.0%;

· A new category of commercial real estate referred to as commercial real estate-residential housing was created within the commercial real estate category. Commercial real estate — residential housing attracts risk weight of 75.0% and standard asset provisioning of 0.75%. Commercial real estate excluding residential housing has risk weight of 100% and standard asset provisioning of 1.0%;

· In August 2013, the Reserve Bank of India released a discussion paper on the structure of the banking system in India. The paper envisages changes in the structure of the banking system with a view to addressing specific issues such as enhancing competition, financing higher growth, providing specialized services and expanding financial inclusion. The paper proposes to allow different types of banks along with differentiated licensing for niche services. It has also proposed continuous licensing for entry of new banks. The paper also favors migration from the current bank-led universal banking model to a financial holding company structure;

· In the first half of fiscal 2014, the Reserve Bank of India announced measures with regard to gold imports and financing of gold. Banks’ import of gold on a consignment basis was restricted to only to meet the needs of exporters of gold jewellery. Further, import of gold under all categories was mandated to be only on 100.0% cash margin basis. Advances against the security of gold coins per customer were restricted to gold coins weighing up to 50 grams;

· In October 2013, the Reserve Bank of India liberalized the branch authorization policy, removing the requirement of approvals to open branches in metropolitan regions. However, the total number of branches opened in Tier 1 centers during a year cannot exceed the total number of branches opened in Tier 2 to Tier 6 centers during a year. It was also specified that at least 25.0% of total new branches opened in a year should be in unbanked rural Tier 5 and Tier 6 centers;

· Under Section 36(1)(viii) of the Income-tax Act, a deduction from taxable profits of amounts transferred by banks to Special Reserve was permitted. The deduction allowed was up to 20% of the profits derived from long term lending business, for tenures exceeding five years. No deferred tax liability was created on this reserve, since only a drawdown of the reserve could reverse the tax benefit and the special reserve was not intended to be drawn down. The Special Reserve was however considered net of tax for capital adequacy computation as per RBI requirements. In December 2013, the Reserve Bank of India mandated banks to create deferred tax liability on amounts transferred to Special Reserve on a prudent basis. The deferred tax liability up to March 31, 2013 was permitted to be directly adjusted through reserves and from the financial year ended March 31, 2014 onwards deferred tax liability was to be charged through the profit and loss account.

· In December 2013, the Reserve Bank of India issued a draft framework on capital surcharges for domestic systemically important banks. The higher capital requirements applicable to domestic systemically important banks would be implemented in a phased manner from April 2016 to April 2019. These banks would be required to have additional Common Equity Tier 1 capital ranging from 0.2% to 0.8% of risk-weighted assets;

· In December 2013, the Reserve Bank of India issued draft guidelines on implementation of a counter-cyclical capital buffer. According to the guidelines, the counter-cyclical capital buffer would range from 0% to 2.5% of risk-weighted assets of the bank. The variation in the credit-to-GDP ratio from its long-term trend would be a key parameter for identifying business cycles;

· Considering the slowdown in economic growth and rising asset quality concerns, as a countercyclical measure the Reserve Bank of India allowed banks to utilise up to 33.0% of the countercyclical provisioning buffer or floating provisions held as on March 31, 2013, for making accelerated or additional provisions towards non-performing assets during fiscal 2014.

· In December 2013, the Reserve Bank of India issued updated guidelines on stress testing. As per the guidelines, banks would have to carry out stress tests for credit risk and market risk to assess their ability to withstand shocks. Banks would be classified into three categories based on the size of risk-weighted assets.

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Complex and severe stress testing would be carried out by banks with risk-weighted assets of more than Rs. 2,000.0 billion;

· In January 2014, the Reserve Bank of India introduced incremental provisioning and capital requirements for banks’ exposure to entities with unhedged foreign currency exposure. Banks are required to make incremental provisioning (over and above standard asset provisioning) that would range between 0-80 basis points based on the likely loss to the borrower due to exchange rate movement as a percentage of earnings before interest and depreciation of the borrower. An additional risk weight of 25% would be applicable if the expected loss exceeds 75% of earnings before interest and depreciation of the borrower, while for losses less than 75% there is no additional capital requirement. This guideline is effective from April 1, 2014;

· In February 2014, the Reserve Bank of India issued guidelines setting limits on intra-group transactions and exposures. The Reserve Bank of India has prescribed a single group entity exposure limit of 5.0% of paid-up capital and reserves for non-financial companies and 10.0% for regulated financial entities. The aggregate group exposure cannot exceed 20.0% of paid up capital and reserves;

· In March 2014, the Reserve Bank of India released a notification amending the implementation schedule of Basel III capital regulations. The introduction of a capital conservation buffer was deferred by a year to March 31, 2016, and full implementation of Basel III capital regulations was rescheduled to March 31, 2019 compared to the earlier schedule of March 31, 2018. With regard to loss absorption features for Additional Tier 1 capital instruments, the guidelines prescribed two pre-specified trigger points as compared to the earlier trigger of Common Equity Tier 1 of 6.125%: a Common Equity Tier 1 of 5.5% of risk-weighted assets applicable for instruments issued before March 31, 2019; and a Common Equity Tier 1 of 6.125% of risk-weighted assets for instruments issued on or after March 31, 2019. Further, for new capital instruments, the guidelines did away with temporary write-down features and prescribed that new capital instruments should necessarily have conversion/permanent write-down features.

Business overview

While assessing our performance, we monitor key financial variables such as movement in yield on assets, cost of funds and net interest margin, movement in fee income, cost ratios, loan loss provisions and return on assets and equity. We also monitor key business indicators such as deposit growth, funding mix, loan disbursements and loan delinquency trends. We also analyze changes in economic indicators such as interest rates, liquidity and exchange rates. In addition to these financial indicators, we monitor other non-financial indicators such as quality of customer service and the extent and nature of customer complaints and estimates of market share in key product lines.

Since fiscal 2012, the Indian economy experienced a moderation in growth. Interest rates in the economy rose following tightening of monetary policy in response to high inflation. The corporate sector experienced a decline in sales and profit growth, and also experienced elongation of working capital cycles and a high level of receivables. The Indian rupee depreciated significantly vis-a-vis the U.S. dollar during this period. Further, corporate investment activity was impacted by concerns over administrative clearances and issues around access to land and natural resources. For example, there have been concerns over the availability of fuel for thermal and gas-based power plants. Given the concerns over growth, companies found it difficult to access equity capital markets and several companies and sectors have relatively high leverage. These trends and concerns persisted during fiscal 2014. Against initial expectations of a moderate recovery in fiscal 2014, growth in gross domestic product remained at 4.7% compared to 4.5% in fiscal 2013, with industrial growth further moderating to 0.4% in fiscal 2014 compared to 1.0% in fiscal 2013. In addition, given higher than expected inflation levels in the second half of fiscal 2014, the Reserve Bank of India increased the repo rate by 50 basis points during the year, as against initial expectations of a reduction in interest rates in fiscal 2014. Further, financial markets remained volatile, particularly in the first half of fiscal 2014, driven by a sharp depreciation in the exchange rate and consequent measures taken by the Reserve Bank of India to address the same. See also “- Executive Summary - Business environment - Trends in fiscal 2014”. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us during fiscal 2014. Monetary policy continues to be focused on containing inflation by maintaining elevated policy rates. Trends in systemic liquidity, interest rates and inflation would influence deposit growth, especially with respect to low cost savings and current account deposits. Our ability to grow our low cost deposit base may be impacted by increasing competition for such deposits. The slowdown in fresh corporate investments and new infrastructure projects has adversely impacted our related fee income revenue streams. Given these developments, we have adopted a balanced approach to growth, risk management and profitability. During fiscal

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2014, we have focused on driving momentum in the retail segment while adopting a selective approach to corporate lending. We have also focused on sustaining the improvements in our deposit profile and cost ratios and managing the quality of our portfolio. As we grow our businesses, meeting customer expectations on service quality has been critical element of our strategy. A discussion of our financial performance in fiscal 2014 is given below:

Our net profit increased by 15.0% from Rs. 96.0 billion in fiscal 2013 to Rs. 110.4 billion in fiscal 2014 primarily due to an increase in net interest income by 19.1%, offset, in part, by an increase in provisions (excluding provisions for tax) by 38.4%.

The increase in net interest income by 19.1% from Rs. 166.0 billion in fiscal 2013 to Rs. 197.7 billion in fiscal 2014 reflects a 10.6% increase in average interest-earning assets and an increase in net interest margin by 24 basis points.

Provisions and contingencies (excluding provisions for tax) increased by 38.4% from Rs. 21.0 billion in fiscal 2013 to Rs. 29.0 billion in fiscal 2014, primarily due to an increase in provisions for non-performing and restructured assets. The provisions increased primarily on account of an increase in additions to non-performing assets and restructured loans in the small & medium enterprise and corporate loan portfolio.

Non-interest income increased by 2.6% from Rs. 293.2 billion in fiscal 2013 to Rs. 300.8 billion in fiscal 2014 primarily due to an increase in commission, exchange and brokerage income and profit from treasury-related activities, offset, in part, by decrease in income relating to our insurance business. Commission, exchange and brokerage income increased from Rs. 62.8 billion in fiscal 2013 to Rs. 73.2 billion in fiscal 2014 primarily due to an increase in loan processing fees, transaction banking fees, credit card fees and commercial banking fees. Further, there was an increase in average assets under management and margins on mutual fund operations of ICICI Prudential Asset Management Company. Profit from treasury-related activities increased from Rs. 24.0 billion in fiscal 2013 to Rs. 31.4 billion in fiscal 2014 primarily due to realized gains/reversal of mark-to-market losses on our equity portfolio, exchange gain on repatriation of retained earnings at overseas branches and profit on security receipts, offset, in part, by lower gains on government securities and other fixed income positions. Income relating to our insurance business decreased from Rs. 203.9 billion in fiscal 2013 to Rs. 193.3 billion in fiscal 2014 primarily due to a decrease in income from our life insurance business, offset, in part, by an increase in income from our general insurance business.

Non-interest expense increased by 1.5% from Rs. 302.1 billion in fiscal 2013 to Rs. 306.7 billion in fiscal 2014 primarily due to an increase in employee expenses and other administrative expenses, offset, in part, by a decrease in expenses relating to our insurance business. Employee expenses increased from Rs. 56.3 billion in fiscal 2013 to Rs. 59.7 billion in fiscal 2014 primarily due to annual increments and increase in employee base, offset, in part, by decrease in retirement benefit obligations due to an increase in the discount rate, which is linked to the yield on government securities.

Economic trends during fiscal 2014 continued to remain weak. Against initial expectations of a moderate recovery in fiscal 2014, growth in gross domestic product remained at 4.7% compared to 4.5% in fiscal 2013, with industrial growth further moderating to 0.4% in fiscal 2014 compared to 1.0% in fiscal 2013. In addition, given higher than expected inflation levels in the second half of fiscal 2014, the Reserve Bank of India increased the repo rate by 50 basis points during the year, as against initial expectations of a reduction in interest rates in fiscal 2014. Further, financial markets remained volatile, particularly in the first half of fiscal 2014, driven by a sharp depreciation in the exchange rate and consequent measures taken by the Reserve Bank of India to address the same. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us. Net non-performing assets increased by 53.1% from Rs. 29.1 billion at year-end fiscal 2013 to Rs. 44.6 billion at year-end fiscal 2014 primarily due to higher additions to non-performing assets in our corporate and small and medium enterprise loan portfolio. Net restructured assets increased from Rs. 62.0 billion at year-end fiscal 2013 to Rs. 117.1 billion at year-end fiscal 2014 primarily due to restructuring of loans to companies including small and medium enterprises.

Loans increased by 17.4% from Rs. 3,299.7 billion at year-end fiscal 2013 to Rs. 3,873.4 billion at year-end fiscal 2014 primarily due to an increase in retail loans, transfer of corporate bonds by ICICI Bank Canada from available-for-sale category to loans and receivables and the impact of the exchange rate movement on the overseas loan book. Deposits increased by 14.2% from Rs. 3,147.7 billion at year-end fiscal 2013 to Rs. 3,595.1 billion at year-end fiscal 2014, primarily due to an increase in term deposits and savings account deposits. We continued to

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expand our branch network in India during the year. ICICI Bank’s branch and extension counters network in India increased from 3,100 at year-end fiscal 2013 to 3,753 at year-end fiscal 2014. ICICI Bank also increased its ATM network from 10,481 ATMs at year-end fiscal 2013 to 11,315 ATMs at year-end fiscal 2014.

The capital adequacy ratios of ICICI Bank on an unconsolidated basis in accordance with the Reserve Bank of India’s guidelines on Basel III, at year-end fiscal 2014 were: Common Equity Tier 1 risk-based capital ratio of 12.8%; Tier 1 risk-based capital ratio of 12.8%; and total risk-based capital ratio of 17.7%. The capital adequacy ratios of ICICI Bank on consolidated basis in accordance with the Reserve Bank of India’s guidelines on Basel III, at year-end fiscal 2014 were: Common Equity Tier 1 risk-based capital ratio of 13.1%; Tier 1 risk-based capital ratio of 13.1%; and total risk-based capital ratio of 18.3%.

Business outlook

Growth in India’s gross domestic product has remained moderate for the last three fiscal years and has come down from 8.9% in fiscal 2011 to 6.7% in fiscal 2012, 4.5% in fiscal 2013 and 4.7% during fiscal 2014. The moderation in growth has occurred against the backdrop of a challenging global environment, including moderation in growth in several emerging markets including China. Further, domestic factors including inflation and moderation in capital investment plans have impacted economic growth. Also, a significant depreciation in the rupee against the US dollar, in response to global developments, had an impact during fiscal 2014. See also “Risk Factors—Risks Relating to India and other Economic and Market Risks—A prolonged slowdown in economic growth or rise in interest rates in India could cause our business to suffer”.

During fiscal 2014, credit and deposit growth in the Indian banking system continued to remain muted, along with an increase in the level of non-performing and restructured loans. In the life insurance sector, the industry declined by 3.4% during fiscal 2014 compared to a decline of 1.9% during fiscal 2013 on new business retail weighted premium basis. The private insurance companies also saw a decline of 3.4% in fiscal 2014 compared to an increase of 1.9% in fiscal 2013 on new business retail weighted premium basis. The general insurance sector however continued to grow. See also “Business—Overview of Our Products and Services—Insurance”.

Following the general elections in fiscal 2015, a central government has been formed with a parliamentary majority. This is expected to permit the government to develop a policy environment conducive to a revival in growth. While consumer spending continues to remain relatively healthy, we believe that a gradual revival in corporate investment activity would result in increased lending opportunities as well as avenues for banks to earn related fee income streams. Further, an improvement in the health of the corporate sector is also expected to result in normalization in the pace of additions to non-performing and restructured loans over the medium term.

Over the longer-term, we thus see favorable prospects for the Indian economy. India’s strong domestic consumption and investment drivers will continue to support healthy rates of growth. Increasing household incomes and consumption is expected to lead to opportunities in retail savings, investment and loan products, significant industrial and infrastructure investment potential to lead to opportunities in project and corporate finance, and increasing global linkages to lead to opportunities in international banking for Indian corporations and non-resident Indians.

Over the last few years, we have re-balanced our deposit profile, improved cost efficiency, scaled up retail loan growth, calibrated corporate loan growth considering the challenging operating environment and maintained high capital adequacy ratios. Our objective going forward will be to leverage our capital base for profitable growth, while sustaining the improvements in our operating performance and continuing to closely monitor the credit quality. As we grow our businesses, meeting customer expectation on service quality will be a critical element of our strategy. We seek to adopt a balanced approach to growth, risk management and profitability.

The success of our strategy depends on several factors, including our ability to grow our low cost deposit base, grow our loan book profitably, contain non-performing and restructured loans, maintain regulatory compliance in an evolving regulatory environment, and address regulators’ assessments of and observations on our operations, and compete effectively in the Indian corporate and retail financial services market. Achieving directed lending targets is expected to be challenging. Regulations governing the financial sector in India, including banking, insurance and asset management, continue to evolve, with a potential impact on the growth and profitability of financial services groups such as us. Our overseas branches are primarily funded from wholesale sources and global financial market conditions may impact our ability to raise funds and grow the business of our overseas branches. See also “Risks

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Relating to Our Business—We experienced rapid international growth in earlier years which has increased the complexity of the risks that we face”. The success of our strategy is also subject to the overall regulatory and policy environment in which we operate including the direction of monetary policy. Our ability to execute our strategy will also depend on the liquidity and interest rate environment. See also “Risk Factors—Risks Relating to Our Business—Our banking and trading activities are particularly vulnerable to interest rate risk and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance”.

For a detailed discussion of risks that we face in our business please refer to “Risk Factors”.

Other Key Factors

Under Indian GAAP, we have not consolidated certain entities in which investments are intended to be temporary. However under U.S. GAAP, these entities have been consolidated in accordance with FASB ASC Subtopic 810-10, “Consolidation – Overall”. Under Indian GAAP, investment in 3i Infotech Limited was not accounted as per equity method based on the severe long-term restrictions on 3i Infotech Limited under its debt restructuring arrangement that impair the ability of 3i Infotech Limited to transfer funds to its investors and the Group’s continued intention to reduce the stake in 3i Infotech Limited below 20% in the future. However, under U.S. GAAP, this entity has been accounted for as an equity affiliate in accordance with FASB ASC Subtopic 323-10 “Investments – Equity Method and Joint Ventures”.

Effect of Other Acquisitions

During fiscal 2011, ICICI Bank entered into an all-stock amalgamation of the Bank of Rajasthan at a share exchange ratio of 25 shares of ICICI Bank for 118 shares of the Bank of Rajasthan. Our financial statements for fiscal 2011 include the results of the operations of Bank of Rajasthan for the period from August 13, 2010 to year-end fiscal 2011. The amalgamation of the Bank of Rajasthan was not material to our overall operations.

During fiscal 2007, ICICI Bank entered into an all-stock merger with Sangli Bank at a share exchange ratio of 100 shares of ICICI Bank for 925 shares of Sangli Bank. Our financial statements for fiscal 2008 include the results of the operations of Sangli Bank from April 19, 2007. The value of this transaction was not material to our overall operations.

Average Balance Sheet

The average balances are the sum of daily average balances outstanding, except for the averages of overseas branches of ICICI Bank which are calculated on fortnightly basis. The yield on average interest-earning assets is the ratio of interest income to average interest-earning assets. The cost of average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities. The average balances of advances include non-performing advances and are net of allowance for loan losses. We have re-calculated tax-exempt income on a tax-equivalent basis. Tax exempt income primarily consists of dividend income and interest income on tax free bonds. During fiscal 2014, we have applied an effective marginal tax rate of 28%. Other interest income has been bifurcated into rupee and foreign currency amounts in order to facilitate the explanation of movements of rupee and foreign currency spreads and margins. The rupee portion of other interest income primarily includes interest on income tax refunds and income from interest rate swaps. The foreign currency portion of other interest income primarily includes income from interest rate swaps in foreign currencies. The swaps considered in other interest income are part of the non-trading portfolio and are undertaken by us to manage the market risk arising from our assets and liabilities. Previous year figures have been re-grouped/re-classified where necessary to conform to current period classification.

The following table sets forth, for the periods indicated, the average balances of the assets and liabilities outstanding, which contribute to the major components of interest income, interest expense and net interest income.

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	Year ended March 31,
	2012							2013							2014
	Average balance		Interest income/ expense		Average yield/cost			Average balance		Interest income/ expense		Average yield/cost			Average balance		Interest income/ expense		Average yield/ cost
	(in millions, except percentages)
Assets:
Advances:
Rupee	Rs.	1,743,013	Rs.	204,357		11.72	%	Rs.	2,048,621	Rs.	246,408		12.03	%	Rs.	2,306,443	Rs.	281,158		12.19	%
Foreign currency		977,924		41,845		4.28			1,100,726		49,217		4.47			1,282,850		56,051		4.37
Total advances		2,720,937		246,202		9.05			3,149,347		295,625		9.39			3,589,293		337,209		9.39
Investments:
Rupee		1,520,787		114,106		7.50			1,672,004		133,076		7.96			1,849,764		142,681		7.71
Foreign currency		125,963		2,985		2.37			118,789		2,783		2.34			97,742		2,368		2.42
Total investments		1,646,750		117,091		7.11			1,790,793		135,859		7.59			1,947,506		145,049		7.45
Other interest-earning assets:
Rupee		233,523		5,963		2.55			208,674		6,558		3.14			180,082		3,491		1.94
Foreign currency		96,031		1,018		1.06			123,675		1,265		1.02			113,745		694		0.61
Total other interest-earning assets		329,554		6,981		2.12			332,349		7,823		2.35			293,826		4,185		1.42
Other interest income:
Rupee				1,456							4,814							4,115
Foreign currency				11,547							7,395							6,835
Total other interest income				13,003							12,209							10,950
Interest-earning assets:
Rupee		3,497,323		325,882		9.32			3,929,299		390,856		9.95			4,336,288		431,445		9.95
Foreign currency		1,199,918		57,395		4.78			1,343,190		60,660		4.52			1,494,337		65,947		4.41
Total interest-earning assets		4,697,241		383,277		8.16			5,272,489		451,516		8.56			5,830,625		497,393		8.53
Fixed assets		54,834							54,738							54,752
Other assets		1,080,234							1,067,209							1,151,625
Total non-earning assets		1,135,068							1,121,947							1,206,377
Total assets	Rs.	5,832,309	Rs.	383,277				Rs.	6,394,436	Rs.	451,516				Rs.	7,037,002	Rs.	497,393
Liabilities:
Savings account deposits:
Rupee	Rs.	665,832	Rs.	26,154		3.93	%	Rs.	753,946	Rs.	29,878		3.96	%	Rs.	865,748	Rs.	34,336		3.97	%
Foreign currency		66,306		730		1.10			68,665		733		1.07			82,051		1,025		1.25
Total savings account deposits		732,138		26,884		3.67			822,611		30,611		3.72			947,800		35,361		3.73
Time deposits:
Rupee		1,294,349		113,215		8.75			1,481,452		134,675		9.09			1,541,494		135,375		8.78
Foreign currency		353,468		12,631		3.57			334,376		10,550		3.16			392,768		13,454		3.43
Total time deposits		1,647,817		125,846		7.64			1,815,828		145,225		8.00			1,934,262		148,829		7.69
Other demand deposits:
Rupee		221,298							217,742							246,554
Foreign currency		32,921							43,058							47,187
Total other demand deposits		254,219							260,800							293,741

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	Year ended March 31,
	2012						2013						2014
	Average balance		Interest income/ expense		Average yield/cost		Average balance		Interest income/ expense		Average yield/cost		Average balance		Interest income/ expense		Average yield/ cost
	(in millions, except percentages)
Total deposits:
Rupee		2,181,479		139,369		6.39		2,453,140		164,553		6.71		2,653,796		169,711		6.40
Foreign currency		452,695		13,361		2.95		446,099		11,283		2.53		522,006		14,479		2.77
Total deposits		2,634,174		152,730		5.80		2,899,239		175,836		6.06		3,175,802		184,190		5.80
Borrowings:
Rupee		583,542		64,009		10.97		642,997		69,757		10.85		678,217		74,740		11.02
Foreign currency		882,128		33,393		3.79		1,013,863		37,261		3.68		1,142,414		38,176		3.34
Total borrowings		1,465,670		97,402		6.65		1,656,860		107,018		6.46		1,820,630		112,916		6.20
Interest-bearing liabilities:
Rupee		2,765,021		203,378		7.36		3,096,137		234,310		7.57		3,332,013		244,451		7.34
Foreign currency		1,334,823		46,754		3.50		1,459,962		48,544		3.32		1,664,419		52,655		3.16
Total interest-bearing liabilities		4,099,844		250,132		6.10		4,556,099		282,854		6.21		4,996,433		297,106		5.95
Preference share capital		3,500						3,500						3,500
Other liabilities		1,110,966						1,163,534						1,285,054
Total liabilities		5,214,310		250,132				5,723,133		282,854				6,284,987		297,106
Stockholders’ equity		617,999						671,303						752,016
Total liabilities and stockholders’ equity	Rs.	5,832,309	Rs.	250,132			Rs.	6,394,436	Rs.	282,854			Rs.	7,037,002	Rs.	297,106

Analysis of Changes in Interest Income and Interest Expense: Volume and Rate Analysis

The following table sets forth, for the periods indicated, the changes in the components of net interest income. The changes in net interest income between periods have been reflected as attributed either to volume or rate changes. For the purpose of this table, changes which are due to both volume and rate have been allocated solely to volume.

	Fiscal 2013 vs. Fiscal 2012									Fiscal 2014 vs. Fiscal 2013
				Increase (decrease) due to									Increase (decrease) due to
	Net change			Change in average volume			Change in average rate			Net change			Change in average volume			Change in average rate
	(in millions)
Interest income:
Advances:
Rupee	Rs.	42,051		Rs.	36,758		Rs.	5,293		Rs.	34,750		Rs.	31,429		Rs.	3,321
Foreign currency		7,373			5,491			1,882			6,834			7,957			(1,123	)
Total advances		49,424			42,249			7,175			41,584			39,386			2,198
Investments:
Rupee		18,970			12,035			6,935			9,605			13,711			(4,106	)
Foreign currency		(202	)		(168	)		(34	)		(416	)		(510	)		94
Total investments		18,768			11,867			6,901			9,189			13,201			(4,012	)
Other interest-earning assets:
Rupee		596			(781	)		1,377			(3,067	)		(554	)		(2,513	)
Foreign currency		247			283			(36	)		(571	)		(61	)		(510	)
Total other interest earning asset		843			(498	)		1,341			(3,638	)		(615	)		(3,023	)
Other interest income
Rupee		3,358			—			3,358			(699	)		—			(699	)
Foreign currency		(4,152	)		—			(4,152	)		(560	)		—			(560	)
Other interest income		(794	)		—			(794	)		(1,259	)		—			(1,259	)

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	Fiscal 2013 vs. Fiscal 2012									Fiscal 2014 vs. Fiscal 2013
				Increase (decrease) due to								Increase (decrease) due to
	Net change			Change in average volume			Change in average rate			Net change		Change in average volume		Change in average rate
	(in millions)
Total interest income:
Rupee		64,975			48,012			16,963			40,589		44,586		(3,997	)
Foreign currency		3,266			5,606			(2,340	)		5,287		7,386		(2,099	)
Total interest income		68,241			53,618			14,623			45,876		51,972		(6,096	)
Interest expense:
Savings account deposits:
Rupee		3,725			3,492			233			4,458		4,434		24
Foreign currency		3			25			(22	)		292		167		125
Total savings account deposits		3,728			3,517			211			4,750		4,601		149
Time deposits:
Rupee		21,459			17,009			4,450			700		5,273		(4,573	)
Foreign currency		(2,081	)		(602	)		(1,479	)		2,904		2,000		904
Total time deposits		19,378			16,407			2,971			3,604		7,273		(3,669	)
Total deposits:
Rupee		25,184			20,501			4,683			5,158		9,707		(4,549	)
Foreign currency		(2,078	)		(577	)		(1,501	)		3,196		2,167		1,029
Total deposits		23,106			19,924			3,182			8,354		11,874		(3,520	)
Borrowings:
Rupee		5,748			6,450			(702	)		4,983		3,881		1,102
Foreign currency		3,868			4,841			(973	)		915		4,296		(3,381	)
Total borrowings		9,616			11,291			(1,675	)		5,898		8,177		(2,279	)
Total interest expense:
Rupee		30,932			26,951			3,981			10,141		13,588		(3,447	)
Foreign currency		1,790			4,264			(2,474	)		4,111		6,463		(2,352	)
Total interest expense		32,722			31,215			1,507			14,252		20,051		(5,799	)
Net interest income:
Rupee		34,043			21,061			12,982			30,448		30,998		(550	)
Foreign currency		1,476			1,342			134			1,176		923		253
Total net interest income	Rs.	35,519		Rs.	22,403		Rs.	13,116		Rs.	31,624	Rs.	31,921	Rs.	(297	)

Yields, Spreads and Margins

The following table sets forth, for the periods indicated, the yields, spreads and net interest margins on interest-earning assets.

	Year ended March 31,
	2010			2011			2012			2013			2014
	(in millions, except percentages)
Interest income(1)	Rs.	305,644		Rs.	304,411		Rs.	383,277		Rs.	451,516		Rs.	497,393
Average interest-earning assets		4,060,883			4,157,164			4,697,241			5,272,489			5,830,625
Interest expense		207,292			193,426			250,132			282,854			297,106
Average interest-bearing liabilities		3,713,342			3,717,501			4,099,844			4,556,099			4,996,433
Average total assets		5,093,245			5,282,746			5,832,309			6,394,436			7,037,002
Average interest-earning assets as a percentage of average total assets		79.73	%		78.69	%		80.54	%		82.45	%		82.86	%
Average interest-bearing liabilities as a percentage of average total assets		72.91			70.37			70.30			71.25			71.00
Average interest-earning assets as a percentage of average interest-bearing liabilities		109.36			111.83			114.57			115.72			116.70
Yield		7.53			7.32			8.16			8.56			8.53
Rupee		8.78			8.28			9.32			9.95			9.95
Foreign currency		4.52			4.66			4.78			4.52			4.41
Cost of funds		5.58			5.20			6.10			6.21			5.95
Rupee		6.44			5.97			7.36			7.57			7.34
Foreign currency		3.90			3.53			3.50			3.32			3.16
Spread(2)		1.95			2.12			2.06			2.35			2.58
Rupee		2.34			2.31			1.96			2.38			2.61
Foreign currency		0.62			1.13			1.28			1.20			1.25
Net interest margin(3)		2.42			2.67			2.83			3.20			3.44

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	Year ended March 31,
	2010		2011		2012		2013		2014
	(in millions, except percentages)
Rupee		3.25		3.31		3.50		3.98		4.31
Foreign currency		0.44		0.90		0.89		0.90		0.89

(1) We have re-calculated tax-exempt income on a tax-equivalent basis. The impact of re-calculation of tax-exempt income on a tax equivalent basis was Rs. 4.1 billion for fiscal 2010, Rs. 3.6 billion for fiscal 2011, Rs. 3.3 billion for fiscal 2012, Rs. 2.7 billion for fiscal 2013 and Rs. 2.6 billion for fiscal 2014.

(2) Spread is the difference between yield on average interest-earning assets and cost of average interest-bearing liabilities. Yield on average interest-earning assets is the ratio of interest income to average interest-earning assets. Cost of average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities.

(3) Net interest margin is the ratio of net interest income to average interest-earning assets. The difference in net interest margin and spread arises due to the difference in amount of average interest-earning assets and average interest-bearing liabilities. If average interest-earning assets exceed average interest-bearing liabilities, net interest margin is greater than the spread and if average interest-bearing liabilities exceed average interest-earning assets, net interest margin is less than the spread.

Net Interest Income

The following table sets forth, for the periods indicated, the principal components of net interest income.

	Year ended March 31,
	2013			2014			2014			2014/2013 % change
	(in millions, except percentages)
Interest income(1)	Rs.	448,846		Rs.	494,792		US$	8,247			10.2	%
Interest expense		(282,854	)		(297,106	)		(4,952	)		5.0
Net interest income	Rs.	165,992		Rs.	197,686		US$	3,295			19.1	%

(1) Tax exempt income has not been re-calculated on a tax-equivalent basis.

Net interest income increased by 19.1% from Rs. 166.0 billion in fiscal 2013 to Rs. 197.7 billion in fiscal 2014, reflecting an increase of 10.6% in the average volume of interest-earning assets and an increase in net interest margin by 24 basis points from 3.20% in fiscal 2013 to 3.44% in fiscal 2014.

Net interest margin

Net interest margin increased by 24 basis points from 3.20% in fiscal 2013 to 3.44% in fiscal 2014. There was an increase of 33 basis points in the net interest margin on the rupee portfolio.

The yield on the rupee portfolio remained at a similar level of 9.95% in fiscal 2013 and fiscal 2014.

· The yield on rupee advances increased from 12.03% in fiscal 2013 to 12.19% in fiscal 2014. The Bank increased its Base Rate from 9.75% to 10.00% with effect from August 23, 2013. See also “Business—Loan portfolio—Loan pricing”

· The yield on interest-earning rupee investments decreased from 7.96% in fiscal 2013 to 7.71% in fiscal 2014, primarily due to a decrease in yield on investments other than statutory liquidity ratio investments. The yield on investments other than statutory liquidity ratio investments decreased primarily on account of decrease in yield on pass through certificates, the maturity of high yielding bonds and debentures and an increase in investment in lower yielding Rural Infrastructure Development Fund and other related investments. The above decrease was offset, in part, by an increase in yield from mutual funds and statutory liquidity ratio investments.

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· The yield on other interest-earning rupee assets decreased from 3.14% in fiscal 2013 to 1.94% in fiscal 2014 primarily due to maturity of higher yielding deposits with banks.

· Interest on income tax refunds decreased from Rs. 2.7 billion in fiscal 2013 to Rs. 2.0 billion in fiscal 2014. The receipt, amount and timing of such income depend on the nature and timing of determinations by tax authorities and are neither consistent nor predictable.

The cost of funds for the rupee portfolio decreased by 23 basis points from 7.57% in fiscal 2013 to 7.34% in fiscal 2014 primarily due to the following factors:

· The cost of rupee deposits decreased from 6.71% in fiscal 2013 to 6.40% in fiscal 2014 primarily due to a decrease in the cost of rupee term deposits and an increase in average current and savings account deposits which are lower cost deposits. The cost of rupee term deposits decreased by 31 basis points from 9.09% in fiscal 2013 to 8.78% in fiscal 2014 primarily due to benefit on account of re-pricing of term deposits at lower rates in the beginning of fiscal 2014. This was partly offset by the impact of high cost term deposits mobilized during the second quarter of fiscal 2014 due to higher systemic interest rates. The average current and savings account deposits as a percentage of total rupee deposits increased from 39.6% in fiscal 2013 to 41.9% in fiscal 2014.

The above decrease was offset, in part, by an increase in the cost of rupee borrowings from 10.85% in fiscal 2013 to 11.02% in fiscal 2014.

The yield on our foreign currency portfolio decreased by 11 basis points from 4.52% in fiscal 2013 to 4.41% in fiscal 2014 primarily due to the following:

· The yield on assets of ICICI Bank Canada decreased primarily due to a decline in the yield on loans and yield on investments. The yield on loans decreased on account of prepayments/repayments of higher yielding loans and an increase in the lower yielding securitized insured mortgages portfolio. The yield on investments decreased primarily on account of sale/maturity of government securities with higher yields in fiscal 2014.

· The yield on assets of ICICI Bank UK increased primarily due to an increase in the yield on investments. The increase in yield on investments was primarily on account of increase in the bond portfolio with higher yields and sale/maturity of low yielding investments during fiscal 2014. The above increase was offset, in part, by decrease in yield on advances primarily due to decrease in higher yielding loans on account of prepayments/repayments and maturities of higher yielding foreign currency convertible bonds and advances made against foreign currency non-resident (bank) deposits with banks in India, with low yields.

· The yield on assets of overseas branches of ICICI Bank decreased primarily on account of a decrease in the yield on deposits with banks and term money lending.

The cost of funds for the foreign currency portfolio decreased by 16 basis points from 3.32% in fiscal 2013 to 3.16% in fiscal 2014, due to the following factors:

· The cost of funds of ICICI Bank Canada decreased due to a decrease in the cost of deposits and the cost of borrowings. The cost of borrowings decreased on account of a decrease in the cost of borrowings through securitization of mortgages.

· The cost of funds of ICICI Bank UK decreased due to a decrease in the cost of deposits and the cost of borrowings. The cost of deposits decreased on account of the maturities of high cost term deposits and an increase in institutional term deposits and retail term deposits raised at lower rates. Further, there was an increase in the proportion of low cost savings account deposits in the deposit base. The cost of borrowings decreased on account of the repayment of high cost borrowings and new borrowings and repo borrowings raised at lower cost during fiscal 2014.

· The cost of funds for ICICI Bank’s foreign currency funding decreased primarily on account of a decrease in the cost of borrowings, offset, in part, by an increase in the cost of term deposits.

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Interest-earning assets

The average volume of interest-earning assets increased by 10.6% from Rs. 5,272.5 billion in fiscal 2013 to Rs. 5,830.6 billion in fiscal 2014. The increase in interest-earning assets was primarily due to an increase in average loans by Rs. 439.9 billion and an increase in average interest-earning investments by Rs. 156.7 billion.

Average loans increased by 14.0% from Rs. 3,149.3 billion in fiscal 2013 to Rs. 3,589.3 billion in fiscal 2014. Average rupee loans increased from Rs. 2,048.6 billion in fiscal 2013 to Rs. 2,306.4 billion in fiscal 2014, reflecting an increase in both domestic corporate and retail loans. Average foreign currency loans increased by 16.5% from Rs. 1,100.7 billion in fiscal 2013 to Rs. 1,282.8 billion in fiscal 2014, primarily due to the impact of the depreciation of the rupee against the U.S. dollar, an increase in the insured mortgage portfolio of ICICI Bank Canada and an increase in corporate loans and loans against foreign currency non-resident (bank) deposits of ICICI Bank UK.

Average interest-earning investments increased by 8.8% from Rs. 1,790.8 billion in fiscal 2013 to Rs. 1,947.5 billion in fiscal 2014, primarily due to an increase in average interest-earning investments in Indian government securities by 15.1% from Rs. 994.7 billion in fiscal 2013 to Rs. 1,145.1 billion in fiscal 2014. Interest-earning investments, other than Indian government securities include investments in corporate bonds and debentures, certificates of deposits, commercial paper, pass through certificates, the Rural Infrastructure Development Fund and related investments and investments in liquid mutual funds. During fiscal 2014, there was an increase in Rural Infrastructure Development Fund and other related investments and participation certificates and a decrease in bonds and debentures and mutual funds compared to fiscal 2013. Average investments of ICICI Bank Canada decreased due to re-classification of corporate bonds to loans and advances and a decrease in investment in treasury bills. Average investments of ICICI Bank UK decreased on account of a decrease in investments in bonds.

Interest-bearing liabilities

Average interest-bearing liabilities increased by 9.7% from Rs. 4,556.1 billion in fiscal 2013 to Rs. 4,996.4 billion in fiscal 2014 on account of an increase in average deposits by Rs. 276.6 billion and an increase in average borrowings by Rs. 163.7 billion. Average term deposits increased from Rs. 1,815.8 billion in fiscal 2013 to Rs. 1,934.3 billion in fiscal 2014. Average current and savings account deposits increased from Rs. 1,083.4 billion in fiscal 2013 to Rs. 1,241.5 billion in fiscal 2014. Average borrowings increased from Rs. 1,656.9 billion in fiscal 2013 to Rs. 1,820.6 billion in fiscal 2014 due to an increase in bond borrowings, call borrowings, refinance borrowings and collateralized borrowing and lending obligation borrowings, offset, in part, by a decrease in Liquidity Adjustment Facility borrowings and participation certificates. The overseas borrowings of ICICI Bank in rupee terms increased primarily due to the impact of rupee depreciation.

Average deposits of ICICI Bank UK increased primarily due to increase in average savings account deposits. Average borrowings of ICICI Bank UK increased due to an increase in borrowings by way of bankers’ acceptance, bilateral borrowings and borrowings under repurchase transactions, offset, in part, by a decrease in bond borrowings. Average borrowings of ICICI Bank Canada increased primarily on account of an increase in borrowings through securitization of mortgages. However, there was a decrease in average deposits of ICICI Bank Canada due to a decrease in average term deposits and average savings account deposits.

See also “Risk Factors—Risks Relating to Our Business—Our banking and trading activities are particularly vulnerable to interest rate risk and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance”.

Non-Interest Income

The following table sets forth, for the periods indicated, the principal components of non-interest income.

	Year ended March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Commission, exchange and brokerage	Rs.	62,767	Rs.	73,241	US$	1,221		16.7	%
Profit/(loss) on treasury-related activities (net)(1)		23,994		31,378		523		30.8

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	Year ended March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Profit/(loss) on sale of land, buildings and other assets (net)		339		1,352		23		..
Premium and other operating income from insurance business		203,944		193,319		3,222		(5.2	)
Miscellaneous income		2,154		1,556		26		(27.7	)
Total non-interest income	Rs.	293,198	Rs.	300,846	US$	5,015		2.6	%

(1) Includes profit/(loss) on the sale/revaluation of investments and exchange transactions.

Non-interest income primarily includes income pertaining to our insurance business, commission, exchange and brokerage income, profit/(loss) on treasury-related activities and other miscellaneous income. This analysis of non-interest income should be read against the backdrop of global and Indian economic developments, financial market activities, the competitive environment, client activity levels and our strategy, as detailed in earlier sections.

Non-interest income increased by 2.6% from Rs. 293.2 billion in fiscal 2013 to Rs. 300.8 billion in fiscal 2014 primarily due to an increase in commission, exchange and brokerage income and profit on treasury-related activities, offset, in part, by a decrease in income from our insurance business.

Commission, exchange and brokerage

Commission, exchange and brokerage income primarily includes fees from our banking business as well as fee and brokerage income of our securities brokering, asset management and venture capital fund management subsidiaries. The fee income of our banking business primarily includes fees from corporate clients such as loan processing fees, transaction banking fees and structuring fees and fees from retail customers such as loan processing fees, credit card fees and service charges on retail deposit accounts.

Commission, exchange and brokerage income increased by 16.7% from Rs. 62.8 billion in fiscal 2013 to Rs. 73.2 billion in fiscal 2014. Commission, exchange and brokerage income of ICICI Bank increased from Rs. 54.6 billion in fiscal 2013 to Rs. 63.1 billion in fiscal 2014 and that of our banking subsidiaries from Rs. 1.6 billion in fiscal 2013 to Rs. 2.3 billion in fiscal 2014. Further, there was an increase in management fees of our asset management subsidiary and brokerage income of our securities broking subsidiary. However, there was a marginal decrease in management fees from our venture capital fund management subsidiary in fiscal 2014.

The commission, exchange and brokerage income of ICICI Bank increased primarily due to an increase in loan processing fees, transaction banking fees, credit card fees and commercial banking fees. Our banking subsidiaries’ fee income increased primarily due to an increase in loan processing fees of ICICI Bank UK.

The management fees of our asset management subsidiary increased in fiscal 2014 compared to fiscal 2013 primarily due to an increase in fees on mutual funds operations on account of an increase in average assets under management and an increase in margins on mutual fund operations. Further, there was an increase in brokerage income and third party product distribution fees of our securities broking subsidiary in fiscal 2014 compared to fiscal 2013.

The management fees of our venture capital fund management subsidiary decreased due to a reduction in outstanding capital of certain funds on account of divestment.

Profit/(loss) on treasury-related activities (net)

Profit/(loss) on treasury-related activities includes income from the sale of investments and the revaluation of investments on account of changes in unrealized profit/(loss) in the fixed income, equity and preference share portfolio, units of venture capital and private equity funds, units of mutual funds and security receipts issued by asset reconstruction companies. It also includes income from foreign exchange transactions, consisting of various foreign exchange and derivatives transactions with clients, including options and swaps. Profit from treasury-related activities increased by 30.8% from Rs. 24.0 billion in fiscal 2013 to Rs. 31.4 billion in fiscal 2014. The increase in

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income from treasury-related activities in fiscal 2014 was primarily due to realized gains/reversal of marked-to market losses on equity portfolio, exchange gain on repatriation of retained earnings at overseas branches and profit on security receipts, offset, in part, by lower gains on government securities and other fixed income positions.

Our profit on the government securities portfolio and other fixed income positions decreased from Rs. 7.6 billion in fiscal 2013 to Rs. 5.9 billion in fiscal 2014 primarily due to volatility in financial markets and the sharp upward movement in interest rates during fiscal 2014. The yields on the benchmark 10-year government securities increased from 7.96% at March 29, 2013 to a high of 9.24% at August 19, 2013 following significant outflow of foreign portfolio funds, particularly debt funds. Yields remained volatile and elevated at above 8.00% levels thereafter and were at 8.80% at March 28, 2014.

During fiscal 2014, there was profit on our equity portfolio of Rs. 2.2 billion compared to loss of Rs. 0.4 billion in fiscal 2013 primarily due to realized gains/reversal of mark-to market losses on the equity portfolio in fiscal 2014 as equity markets improved in fiscal 2014.

At year-end fiscal 2014, the Bank had an outstanding net investment of Rs. 8.8 billion in security receipts issued by asset reconstruction companies in relation to the sale of non-performing assets. During fiscal 2014, the Bank recorded realized/unrealized gain on security receipts of Rs. 2.0 billion, compared to a gain of Rs. 0.5 billion in fiscal 2013, primarily due to an improvement in net asset value and realized gains on redemption.

Our income from foreign exchange transactions with clients and from margins on derivatives transactions with clients increased from Rs. 12.8 billion in fiscal 2013 to Rs. 14.1 billion in fiscal 2014, primarily on account of an enhanced focus on large corporate customers and acquisition of new small and medium corporate clients. Further, depreciation in rupee during fiscal 2014 led to higher remittances to India during the year and resulted in higher remittance related fees/commissions.

During fiscal 2014, the Bank made a profit of Rs. 2.2 billion on account of exchange gain on repatriation of retained earnings of US$ 200 million from overseas branches.

We had no credit exposure in funded credit derivatives instruments and non-funded credit derivatives instruments at year-end fiscal 2014 compared to Rs. 0.8 billion of funded credit derivatives instruments and Rs. 3.5 billion of non-funded credit derivatives instruments at year-end fiscal 2013.

Income relating to our insurance business

Income from our insurance business decreased from Rs. 203.9 billion in fiscal 2013 to Rs. 193.3 billion in fiscal 2014, primarily due to a decrease in income from our life insurance business, from Rs. 160.4 billion in fiscal 2013 to Rs. 145.5 billion in fiscal 2014, offset in part by an increase in income from our general insurance business from Rs. 43.5 billion in fiscal 2013 to Rs. 47.8 billion in fiscal 2014. Income from our insurance business included net premium income, fee and commission income and surrender charges, including income on foreclosure of policies. Income from our life insurance business includes net premium income of Rs. 122.7 billion and fee and other life insurance related income of Rs. 22.8 billion in fiscal 2014, compared to net premium income of Rs. 134.1 billion and fee and other life insurance related income of Rs. 26.3 billion in fiscal 2013.

The premium income (gross of premium on reinsurance ceded) of ICICI Prudential Life Insurance Company decreased by 8.2% from Rs. 135.4 billion in fiscal 2013 to Rs. 124.3 billion in fiscal 2014. Retail new business premium decreased by 1.5% from Rs. 36.4 billion in fiscal 2013 to Rs. 35.9 billion in fiscal 2014. Retail renewal premium increased marginally from Rs. 80.6 billion in fiscal 2013 to Rs. 81.0 billion in fiscal 2014. Group premium decreased from Rs. 18.4 billion in fiscal 2013 to Rs. 7.4 billion in fiscal 2014. ICICI Prudential Life Insurance Company’s fee and other life insurance related income decreased from Rs. 26.3 billion in fiscal 2013 to Rs. 22.8 billion in fiscal 2014. There was a decrease in policy fees, fund management charges and surrender charges, including income on foreclosure of policies.

Income from our general insurance business includes net premium income amounting to Rs. 42.2 billion and commission income amounting to Rs. 5.6 billion in fiscal 2014, compared to net premium income of Rs. 38.9 billion and commission income of Rs. 4.6 billion in fiscal 2013.

The net premium income increased from Rs. 38.9 billion in fiscal 2013 to Rs. 42.2 billion in fiscal 2014 primarily due to the growth in weather insurance and motor insurance business. Commission income of ICICI

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Lombard General Insurance Company increased by 19.6% from Rs. 4.6 billion in fiscal 2013 to Rs. 5.6 billion in fiscal 2014, primarily due to an increase in commission on reinsurance ceded in retail health insurance business.

Miscellaneous income

Miscellaneous income decreased from Rs. 2.2 billion in fiscal 2013 to Rs. 1.6 billion in fiscal 2014.

Non-Interest Expense

The following table sets forth, for the periods indicated, the principal components of non-interest expense.

	Year ended March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Payments to and provisions for employees	Rs.	56,291	Rs.	59,688	US$	995		6.0	%
Depreciation on own property		5,926		6,876		115		16.0
Auditor’s fees and expenses		167		210		4		25.6
Depreciation on leased assets		328		317		5		(3.4	)
Expenses pertaining to insurance business		173,517		162,367		2,706		(6.4	)
Other administrative expenses		65,841		77,206		1,286		17.3
Total non-interest expenses	Rs.	302,070	Rs.	306,664	US$	5,111		1.5	%

Non-interest expense primarily includes expenses relating to our insurance business, payment to and provision for employees and other administrative expenses. Operating expenses increased from Rs. 302.1 billion in fiscal 2013 to Rs. 306.7 billion in fiscal 2014 primarily due to an increase in payments to and provisions for employees and other administrative expenses offset, in part, by a decrease in expenses related to our insurance business.

Payments to and provisions for employees

Employee expenses increased by 6.0% from Rs. 56.3 billion in fiscal 2013 to Rs. 59.7 billion in fiscal 2014, reflecting an annual increase in salaries and an increase in our employee base, offset, in part, by a decrease in provision for retirement benefit obligations due to an increase in the discount rate, which is linked to the yield on government securities. Our employee base, including sales executives, employees on fixed term contracts and interns, increased from 85,217 at year-end fiscal 2013 to 94,204 at year-end fiscal 2014.

The employee expenses of ICICI Bank increased by 8.4% from Rs. 38.9 billion in fiscal 2013 to Rs. 42.2 billion in fiscal 2014. Employee expenses increased primarily due to annual increments and an increase in the employee base, including sales executives, employees on fixed term contracts and interns, from 62,065 employees at year-end fiscal 2013 to 72,226 employees at year-end fiscal 2014. This was offset, in part, by a decrease in provision for retirement benefit obligations due to an increase in the discount rate, which is linked to the yield on government securities. Pension related costs decreased from Rs. 2.4 billion in fiscal 2013 to Rs. 1.6 billion in fiscal 2014.

Employee expenses for ICICI Prudential Life Insurance Company decreased by 7.0% from Rs. 7.7 billion in fiscal 2013 to Rs. 7.2 billion in fiscal 2014 primarily due to a decrease in employee base from 12,841 at year-end fiscal 2013 to 10,745 at year-end fiscal 2014. Employee expenses of ICICI Lombard General Insurance Company increased marginally from Rs. 3.1 billion in fiscal 2013 to Rs. 3.2 billion in fiscal 2014.

Depreciation

Depreciation on owned property increased from Rs. 5.9 billion in fiscal 2013 to Rs. 6.9 billion in fiscal 2014 due to an increase in fixed assets. Depreciation on leased assets remained at similar levels at Rs. 0.3 billion in fiscal 2013 and fiscal 2014.

Other administrative expenses

Other administrative expenses primarily include rent, taxes and lighting, advertisement and publicity, repairs and maintenance, direct marketing agency expenses and other expenditures. Other administrative expenses increased by 17.3% from Rs. 65.8 billion in fiscal 2013 to Rs. 77.2 billion in fiscal 2014, primarily due to an increase in

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expenses of ICICI Bank and our general insurance subsidiary. Other administrative expenses of ICICI Bank increased from Rs. 46.3 billion in fiscal 2013 to Rs. 55.1 billion in fiscal 2014 primarily on account of an increase in the branch and ATM network of the Bank and an increase in retail business volume. The number of branches and extension counters of ICICI Bank in India increased from 3,100 at year-end fiscal 2013 to 3,753 at year-end fiscal 2014. ICICI Bank also increased its ATM network from 10,481 ATMs at year-end fiscal 2013 to 11,315 ATMs at year-end fiscal 2014. Further, there was an increase in the advertisement expenses and other business support expenses of our general insurance subsidiary in fiscal 2014 compared to fiscal 2013.

Expenses related to our insurance business

Expenses related to our insurance business include claims and benefit payouts, commission expenses and reserves for actuarial liability (including the investible portion of the premium on unit-linked policies of our life insurance business). Expenses relating to our insurance business decreased by 6.4% from Rs. 173.5 billion in fiscal 2013 to Rs. 162.4 billion in fiscal 2014, primarily due to a decrease in the business volume of our life insurance subsidiary, offset, in part, by an increase in claims and benefit payouts of our general insurance subsidiary. The expenses related to our insurance business include expenses of our life insurance subsidiary amounting to Rs. 123.5 billion and of our general insurance subsidiary amounting to Rs. 38.9 billion in fiscal 2014, compared to expenses of Rs. 137.4 billion for our life insurance subsidiary and Rs. 36.1 billion for our general insurance subsidiary in fiscal 2013.

The expenses of our life insurance business include increase in reserves for actuarial liability (including the investible portion of the premium on unit-linked policies) of Rs. 110.3 billion, claims and benefit payouts and commission expenses of Rs. 13.2 billion in fiscal 2014, compared to Rs. 122.1 billion of increase in reserves for actuarial liability (including the investible portion of the premium on unit-linked policies), claims and benefit payouts and commission expenses of Rs. 15.3 billion in fiscal 2013.

During fiscal 2014, the reserves for the actuarial liability of the life insurance business (including the investible portion of the premium on unit-linked policies) decreased from Rs. 122.1 billion in fiscal 2013 to Rs. 110.3 billion in fiscal 2014, primarily due to a decrease in the volume of our unit-linked insurance business (including renewal) and single premium business. The investible portion of the premium on linked policies of our life insurance business represents the amount of premium, including renewal premium received on linked policies of life insurance business invested, after deducting charges and the premium for risk coverage, in the underlying fund. The claims and benefit payouts and commission expenses decreased from Rs. 15.3 billion in fiscal 2013 to Rs. 13.2 billion in fiscal 2014, primarily due to a decrease in surrender claims pertaining to group business and lower commission expenses due to a change in product mix from conventional products to linked products. In line with Indian accounting norms for insurance companies, we do not amortize the customer acquisition cost, but account for the expenses as incurred.

The expenses of our general insurance business increased from Rs. 36.1 billion in fiscal 2013 to Rs. 38.9 billion in fiscal 2014. Claims and benefit payouts increased from Rs. 33.8 billion in fiscal 2013 to Rs. 36.2 billion in fiscal 2014, primarily due to certain high value claims in weather insurance, engineering insurance business, aviation insurance business and group health insurance. The commission expenses increased from Rs. 2.3 billion in fiscal 2013 to Rs. 2.7 billion in fiscal 2014, reflecting higher business volumes.

In accordance with the Insurance Regulatory and Development Authority guidelines, ICICI Lombard General Insurance Company, together with all other general insurance companies, participated in the Pool, administered by the General Insurance Corporation of India covering third party risks of commercial vehicles, from April 1, 2007. As per the Insurance Regulatory and Development Authority direction effective March 31, 2012, the Pool was dismantled on a clean cut basis and general insurance companies were required to recognize the Pool liabilities as per loss ratios estimated by the General Actuaries Department of the United Kingdom.

Further, in accordance with the Insurance Regulatory and Development Authority direction effective April 1, 2012, ICICI Lombard General Insurance Company together with other insurance companies participated in the Declined Risk Pool. Every insurer is required to underwrite a minimum percentage of standalone commercial vehicle motor third party insurance.

During fiscal 2014, the Insurance Regulatory and Development Authority declared the ultimate loss ratio for the Declined Risk Pool for fiscal 2013 at 210% against the provisional estimate of 145%. Further, the Insurance Regulatory and Development Authority advised that provisions for quarterly settlements for fiscal 2014 should be

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done at 210%. Accordingly, ICICI Lombard General Insurance Company accounted for the change in the ultimate loss ratio from 145% to 210% for fiscal 2013 in fiscal 2014. Further, as per the Insurance Regulatory and Development Authority recommendation, ICICI Lombard General Insurance Company also accounted for the claims in respect of fiscal 2014 based on the revised ultimate loss ratio of 210%. The change in the ultimate loss ratio from 145% to 210% has resulted in an adverse impact of Rs. 0.4 billion.

See also “Business—Overview of Our Products and Services—Insurance”.

Provisions and contingencies (excluding tax provisions)

The following table sets forth, for the periods indicated, the composition of provisions and contingencies, excluding provisions for tax.

	Year ended March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Provision for investments (net)	Rs.	1,718	Rs.	1,629	US$	27		(5.2	)%
Provision for non-performing and other assets		15,514		24,818		414		60.0
Provision for standard assets		1,350		1,592		27		17.9
Others		2,370		964		16		(59.3	)
Total provisions and contingencies (excluding tax)	Rs.	20,952	Rs.	29,003	US$	484		38.4	%

Provisions are generally made by ICICI Bank on standard, substandard and doubtful assets at rates prescribed by the Reserve Bank of India. Loss assets and unsecured portions of doubtful assets are provided/written off to the extent required by Reserve Bank of India guidelines. Subject to the minimum provisioning levels prescribed by the Reserve Bank of India, provisions on non-performing retail loans are made at the borrower level in accordance with the provisioning policy of ICICI Bank. The specific provisions on retail loans held by ICICI Bank are higher than the minimum regulatory requirement. In addition to the specific provision on non-performing assets, ICICI Bank maintains a general provision on performing loans and advances at rates prescribed by the Reserve Bank of India. For performing loans and advances in overseas branches, the general provision is made at higher of host country regulatory requirements and the Reserve Bank of India requirement. See also “Business—Loan portfolio—Classification of Loans”.

Provisions and contingencies (excluding provisions for tax) increased by 38.4% from Rs. 21.0 billion in fiscal 2013 to Rs. 29.0 billion in fiscal 2014, primarily due to an increase in provisions for non-performing and restructured assets. The provision for non-performing and restructured assets increased from Rs. 15.5 billion in fiscal 2013 to Rs. 24.8 billion in fiscal 2014. Since fiscal 2012, the Indian economy experienced a moderation in growth. Interest rates in the economy rose following tightening of monetary policy in response to high inflation. The corporate sector experienced a decline in sales and profit growth, and also experienced elongation of working capital cycles and a high level of receivables. The Indian rupee depreciated significantly vis-a-vis the U.S. dollar during this period. Further, corporate investment activity was impacted by concerns over administrative clearances and issues around access to land and natural resources. For example, there have been concerns over the availability of fuel for thermal and gas-based power plants. Given the concerns over growth, companies found it difficult to access equity capital markets and several companies and sectors have relatively high leverage. These trends and concerns persisted during fiscal 2014. Against initial expectations of a moderate recovery in fiscal 2014, growth in gross domestic product remained at 4.7% compared to 4.5% in fiscal 2013, with industrial growth further moderating to 0.4% in fiscal 2014 compared to 1.0% in fiscal 2013. In addition, given higher than expected inflation levels in the second half of fiscal 2014, the Reserve Bank of India increased the repo rate by 50 basis points during the year, as against initial expectations of a reduction in interest rates in fiscal 2014. Further, financial markets remained volatile, particularly in the first half of fiscal 2014, driven by a sharp depreciation in the exchange rate and consequent measures taken by the Reserve Bank of India to address the same. See also “—Executive Summary-Business environment—Trends in fiscal 2014”. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us. The provision, net of write-back of excess provisions, on commercial loans increased from Rs. 14.4 billion in fiscal 2013 to Rs. 19.9 billion in fiscal 2014,

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primarily on account of an increase in additions to non-performing and restructured loans in the small and medium enterprises and corporate loan portfolio.

The provisions, net of write-back of excess provision, against non-performing consumer loans increased from Rs. 1.1 billion in fiscal 2013 to Rs. 2.5 billion in fiscal 2014. The diminution in fair value of restructured loans (including the provision for funded interest) increased from Rs. 0.7 billion in fiscal 2013 to Rs. 5.9 billion in fiscal 2014.

See also “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Non-performing Assets” and “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Restructured Loans”.

ICICI Bank’s provisioning coverage ratio at year-end fiscal 2014, computed in accordance with the Reserve Bank of India guidelines, was 68.6%.

General provision on standard assets increased from Rs. 1.4 billion in fiscal 2013 to Rs. 1.6 billion in fiscal 2014 primarily due to an increase in loan portfolio and higher general provision on restructured loans of ICICI Bank, offset, in part by an increase in write-back of provisions of ICICI Bank UK and ICICI Bank Canada. We held a cumulative general provision of Rs. 21.4 billion at year-end fiscal 2014 compared to Rs. 19.1 billion at year-end fiscal 2013.

Provisions, including general provisions on performing assets, as a percentage of gross customer assets were 2.5% at year-end fiscal 2014 compared to 2.6% at year-end fiscal 2013.

Provision for investments decreased from Rs. 1.7 billion in fiscal 2013 to Rs. 1.6 billion in fiscal 2014.

Provisions for Restructured Loans and Non-performing Assets

We classify our assets, including those in our overseas branches, as performing and non-performing in accordance with the Reserve Bank of India guidelines, except in the case of ICICI Home Finance Company and our overseas banking subsidiaries. ICICI Home Finance Company classifies its loans and other credit facilities in accordance with the guidelines of its regulator, the National Housing Bank. A loan made by any of our overseas banking subsidiaries is classified as impaired only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition on the loan (a loss event) and the loss event has an impact on the estimated future cash flows of the loans that can be reliably estimated. Under Reserve Bank of India guidelines for term loans, such assets are classified as non-performing if any amount of interest or principal remains overdue for more than 90 days. For overdrafts or cash credits, assets are classified as non-performing if the account remains out of order continuously for a period of 90 days and, for bills, if the account remains overdue for more than 90 days. Further, non-performing assets are also classified into sub-standard, doubtful and loss assets based on the criteria stipulated by the Reserve Bank of India. See also “Business—Classification of Loans”.

Our non-performing assets include loans and advances as well as credit substitutes, which are funded credit exposures. In compliance with regulations governing the presentation of financial information by banks, we report only non-performing loans and advances in our financial statements.

The following table sets forth, at the dates indicated, information regarding roll-forward and average balances of restructured loans.

	At March 31,
	2013			2014			2014			2014/2013 % change
	(in millions, except percentages)
Opening balance (gross restructured loans)	Rs.	52,717		Rs.	67,307		US$	1,122			27.7	%
Add: Loans restructured during the year		24,887			69,372			1,156			178.7
Add: Increase in loans outstanding in respect of previously restructured loans/borrowers		2,756			7,096			118			157.5
Less: Loans upgraded to standard category during the year		(2,609	)		(876	)		(15	)		(66.4	)

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	At March 31,
	2013			2014			2014			2014/2013 % change
	(in millions, except percentages)
Less: Loans downgraded to non-performing category during the year		(4,491	)		(7,284	)		(121	)		62.2
Less: Repayments during the year		(5,953	)		(2,167	)		(36	)		(63.6	)
Gross restructured loans	Rs.	67,307		Rs.	133,448		US$	2,224			98.3
Provisions for restructured loans		(5,294	)		(11,235	)		(187	)		112.2
Net restructured loans	Rs.	62,013		Rs.	122,213		US$	2,037			97.1
Average balance of net restructured loans(1)		51,709			85,603			1,427			65.5
Gross customer assets	Rs.	4,001,517		Rs.	4,615,808		US$	76,930			15.4	%
Net customer assets		3,914,869			4,523,471			75,391			15.5
Gross restructured loans as a percentage of gross customer assets		1.7	%		2.9	%
Net restructured loans as a percentage of net customer assets		1.6	%		2.7	%

(1) The average balance is the average of quarterly balances outstanding at the end of March of the previous year and June, September, December and March of the current year.

(2) Based on the Reserve Bank of India guidelines effective fiscal 2013, restructured loans include all loans to a borrower where any of the loan facilities have been restructured.

Since fiscal 2012, the Indian economy experienced a moderation in growth. Interest rates in the economy rose following tightening of monetary policy in response to high inflation. The corporate sector experienced a decline in sales and profit growth, and also experienced elongation of working capital cycles and a high level of receivables. The Indian rupee depreciated significantly vis-a-vis the U.S. dollar during this period. Further, corporate investment activity was impacted by concerns over administrative clearances and issues around access to land and natural resources. For example, there have been concerns over the availability of fuel for thermal and gas-based power plants. Given the concerns over growth, companies found it difficult to access equity capital markets and several companies and sectors have relatively high leverage. These trends and concerns persisted during fiscal 2014. Against initial expectations of a moderate recovery in fiscal 2014, growth in gross domestic product remained at 4.7% compared to 4.5% in fiscal 2013, with industrial growth further moderating to 0.4% in fiscal 2014 compared to 1.0% in fiscal 2013. In addition, given higher than expected inflation levels in the second half of fiscal 2014, the Reserve Bank of India increased the repo rate by 50 basis points during the year, as against initial expectations of a reduction in interest rates in fiscal 2014. Further, financial markets remained volatile, particularly in the first half of fiscal 2014, driven by a sharp depreciation in the exchange rate and consequent measures taken by the Reserve Bank of India to address the same. See also “—Executive Summary-Business environment-Trends in fiscal 2014”. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us.

During fiscal 2014, loans amounting to Rs. 69.4 billion were restructured as compared to Rs. 24.9 billion in fiscal 2013. There were no borrower accounts that were restructured for a second time during fiscal 2014. After restructuring, based on the satisfactory performance of the borrower over a period of at least one year and after it reverts to the normal level of general provision for standard loans/risk weights for capital adequacy computations, the restructured account may be upgraded and removed from this category. During fiscal 2014, based on payment performance, the Bank upgraded certain borrower accounts with outstanding loans totaling Rs. 0.9 billion as compared to Rs. 2.6 billion during fiscal 2013. The gross restructured loans increased by 98.3% from Rs. 67.3 billion at year-end fiscal 2013 to Rs. 133.4 billion at year-end fiscal 2014, while the net restructured loans increased by 97.1% from Rs. 62.0 billion at year-end fiscal 2013 to Rs. 122.2 billion at year-end fiscal 2014. The net restructured loans were 2.7% of net customer assets at year-end fiscal 2014, compared to 1.6% at year-end fiscal 2013. At year-end fiscal 2014, the diminution in fair value of restructured loans (including the provision for funded interest) was Rs. 11.2 billion compared to Rs. 5.3 billion at year-end fiscal 2013. See also “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers— Restructured Loans”.

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The following table sets forth, at the dates indicated, certain information regarding non-performing assets.

	At March 31,
	2013			2014			2014			2014/2013 % change
	(in millions, except percentages)
Gross non-performing assets(1)	Rs.	107,165		Rs.	122,994		US$	2,050			14.8	%
Provisions for non-performing assets(1)		(78,016	)		(78,366	)		(1,306	)		0.4
Net non-performing assets(1)	Rs.	29,149		Rs.	44,628		US$	744			53.1	%
Gross customer assets	Rs.	4,001,517		Rs.	4,615,808		US$	76,930			15.4	%
Net customer assets		3,914,869			4,523,471			75,391			15.5
Gross non-performing assets as a percentage of gross customer assets		2.7	%		2.7	%
Net non-performing assets as a percentage of net customer assets		0.7	%		1.0	%

(1) Includes loans identified as non-performing/impaired in line with the guidelines issued by regulators of the respective subsidiary.

Since fiscal 2012, the Indian economy experienced a moderation in growth. Interest rates in the economy rose following tightening of monetary policy in response to high inflation. The corporate sector experienced a decline in sales and profit growth, and also experienced elongation of working capital cycles and a high level of receivables. The Indian rupee depreciated significantly vis-a-vis the U.S. dollar during this period. Further, corporate investment activity was impacted by concerns over administrative clearances and issues around access to land and natural resources. For example, there have been concerns over the availability of fuel for thermal and gas-based power plants. Given the concerns over growth, companies found it difficult to access equity capital markets and several companies and sectors have relatively high leverage. These trends and concerns persisted during fiscal 2014. Against initial expectations of a moderate recovery in fiscal 2014, growth in gross domestic product remained at 4.7% compared to 4.5% in fiscal 2013, with industrial growth further moderating to 0.4% in fiscal 2014 compared to 1.0% in fiscal 2013. In addition, given higher than expected inflation levels in the second half of fiscal 2014, the Reserve Bank of India increased the repo rate by 50 basis points during the year, as against initial expectations of a reduction in interest rates in fiscal 2014. Further, financial markets remained volatile, particularly in the first half of fiscal 2014, driven by a sharp depreciation in the exchange rate and consequent measures taken by the Reserve Bank of India to address the same. See also “—Executive Summary-Business environment-Trends in fiscal 2014”. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us. Gross additions to non-performing assets in fiscal 2014 were higher at Rs. 53.6 billion as compared to Rs. 38.9 billion in fiscal 2013 primarily due to increase in commercial loans. During fiscal 2014, we upgraded non-performing assets amounting to Rs. 4.4 billion and made recoveries against non-performing assets amounting to Rs. 11.2 billion. During fiscal 2014, loans amounting to Rs. 22.2 billion were written-off as compared to Rs. 18.1 billion in fiscal 2013. As a result, gross non-performing assets increased from Rs. 107.2 billion at year-end fiscal 2013 to Rs. 123.0 billion at year-end fiscal 2014.

Gross additions to non-performing consumer loans increased from Rs. 9.9 billion in fiscal 2013 to Rs. 12.8 billion during fiscal 2014 reflecting an increase in loan book. Gross additions to non-performing commercial loans increased from Rs. 29.0 billion in fiscal 2013 to Rs. 40.8 billion in fiscal 2014. See also “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Non-performing Assets”.

 In fiscal 2013, the Bank sold four commercial loans with aggregate book value (net of provision) of Rs. 0.1 billion to an asset reconstruction company. In fiscal 2014, the Bank sold two commercial loans with aggregate book value (net of provision) of Rs. 1.5 billion to an asset reconstruction company. See also “Business—Classification of Loans—Non-Performing Asset Strategy”.

As a percentage of net customer assets, net non-performing assets were 1.0% at year-end fiscal 2014, compared to 0.7% at year-end fiscal 2013.

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Tax Expense

Income tax expense increased by 32.1% from Rs. 34.9 billion in fiscal 2013 to Rs. 46.1 billion in fiscal 2014 due to an increase in profit before tax and increase in the effective tax rate. The effective tax rate increased from 25.6% in fiscal 2013 to 28.3% in fiscal 2014. The increase in effective tax rate was primarily due to the creation of deferred tax liability on Special Reserve by the Bank and an increase in surcharge on income tax from 5.0% in fiscal 2013 to 10.0% in fiscal 2014, offset, in part, due to tax benefit in our insurance subsidiaries.

The Bank creates special reserve through appropriation of profits, in order to avail tax deduction as per Section 36(1)(viii) of the Income Tax Act, 1961. Any drawdown from the reserve is subject to taxation. The Reserve Bank of India, through its circular dated December 20, 2013, advised banks to create deferred tax liability on the amount outstanding in special reserve, as a matter of prudence. In accordance with these guidelines, the Bank created a deferred tax liability of Rs. 14.2 billion on special reserve outstanding at year-end fiscal 2013, by reducing the general reserves. Further, the tax expense of the Bank for fiscal 2014 was higher by Rs. 3.0 billion due to the creation of deferred tax liability on the special reserve created in fiscal 2014.

Income tax expense of our life insurance subsidiary was a tax benefit of Rs. 0.4 billion in fiscal 2014 compared to a tax expense of Rs. 0.7 billion in fiscal 2013. Income tax expense of our general insurance subsidiary was a tax expense of Rs. 0.1 billion in fiscal 2014 compared to a tax benefit of Rs. 0.2 billion in fiscal 2013. The lower tax expense or tax benefit was primarily due to tax benefit on carried forward business losses of earlier years, which were adjusted with current year’s profit for tax purpose. As per Indian GAAP accounting guidelines, deferred tax were not created on such losses in earlier years, resulting in lower effective tax rate for our insurance subsidiaries during current year.

Financial Condition

Assets

The following table sets forth, at the dates indicated, the principal components of assets.

	At March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Cash and cash equivalents	Rs.	493,709	Rs.	482,582	US$	8,043		(2.3	)%
Investments		2,556,667		2,676,094		44,602		4.7
Advances (net of provisions)		3,299,741		3,873,418		64,557		17.4
Fixed assets		54,735		55,068		918		0.6
Other assets		343,365		388,095		6,468		13.0
Total assets	Rs.	6,748,217	Rs.	7,475,257	US$	124,588		10.8	%

Our total assets increased by 10.8% from Rs. 6,748.2 billion at year-end fiscal 2013 to Rs. 7,475.3 billion at year-end fiscal 2014 primarily due to an increase in net advances and investments. Net advances increased by 17.4% from Rs. 3,299.7 billion at year-end fiscal 2013 to Rs. 3,873.4 billion at year-end fiscal 2014. Investments increased by 4.7% from Rs. 2,556.7 billion at year-end fiscal 2013 to Rs. 2,676.1 billion at year-end fiscal 2014.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and balances with the Reserve Bank of India and other banks, including money at call and short notice. Cash and cash equivalents decreased from Rs. 493.7 billion at year-end fiscal 2013 to Rs. 482.6 billion at year-end fiscal 2014 primarily due to a decrease in deposits with other banks and term money lent, offset, in part, by an increase in the balances with the Reserve Bank of India.

Investments

Total investments increased by 4.7% from Rs. 2,556.7 billion at year-end fiscal 2013 to Rs. 2,676.1 billion at year-end fiscal 2014. Investments of ICICI Bank increased from Rs. 1,713.9 billion at year-end fiscal 2013 to Rs. 1,770.2 billion at year-end fiscal 2014 primarily due to an increase in investments in the Rural Infrastructure Development Fund and in other related investments in lieu of a shortfall in meeting directed lending requirements,

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pass-through-certificates and investments in government securities. This was offset, in part, by a decrease in investments in corporate bonds and debentures and commercial paper and certificates of deposit. The investment of ICICI Bank in government securities increased from Rs. 930.3 billion in fiscal 2013 to Rs. 958.9 billion in fiscal 2014.

Investments of ICICI Prudential Life Insurance Company increased from Rs. 720.3 billion at year-end fiscal 2013 to Rs. 790.9 billion at year-end fiscal 2014. The investments, other than held to cover linked liabilities, increased from Rs. 145.1 billion at year-end fiscal 2013 to Rs. 187.8 billion at year-end fiscal 2014 primarily on account of an increase in investment in government securities, corporate bonds and debentures, certificates of deposit and equity shares.

Investments of ICICI Lombard General Insurance Company increased from Rs. 67.3 billion at year-end fiscal 2013 to Rs. 87.5 billion primarily on account of increase in government securities, corporate bonds and debentures, offset, in part, by a decrease in certificates of deposit.

Our total investment in government securities in India of Rs. 1,147.5 billion at year-end fiscal 2014, compared to Rs. 1,097.6 billion at year-end fiscal 2013.

Investments of our overseas banking subsidiaries decreased primarily due to a decline in the investment portfolio of ICICI Bank Canada. ICICI Bank Canada’s investment portfolio decreased by 52.5% from Rs. 58.9 billion at year-end fiscal 2013 to Rs. 28.0 billion at year-end fiscal 2014 primarily due to transfer of certain corporate bonds, with a fair value of CAD 532 million (Rs. 28.9 billion) (amortized cost of CAD 521 million (Rs. 28.3 billion)), from the available-for-sale category to loans and receivables during fiscal 2014. Investments of ICICI Bank UK increased from Rs. 28.5 billion at year-end fiscal 2013 to Rs. 29.9 billion at year-end fiscal 2014.

At year-end fiscal 2014, we had no funded credit derivatives as compared to Rs. 0.8 billion at year-end fiscal 2013. At year-end fiscal 2014, the Bank had an outstanding net investment of Rs. 8.8 billion in security receipts issued by asset reconstruction companies in relation to sales of non-performing assets, compared to Rs. 11.5 billion at year-end fiscal 2013. See also “Business—Overview of Our Products and Services—Treasury”.

Advances

Net advances increased by 17.4% from Rs. 3,299.7 billion at year-end fiscal 2013 to Rs. 3,873.4 billion at year-end fiscal 2014 primarily due to an increase in retail advances and overseas corporate advances.

Net retail advances of ICICI Bank increased by 23.0% from Rs. 1,073.6 billion at year-end fiscal 2013 to Rs. 1,320.1 billion at year-end fiscal 2014 primarily due to an increase in home loans and automobile loans portfolio. Net advances of the overseas branches (including the offshore banking unit) of ICICI Bank increased in U.S. dollar terms by 11.1% from US$ 13.5 billion at year-end fiscal 2013 to US$ 15.0 billion at year-end fiscal 2014. However, due to exchange rate movements, the net advances of overseas branches (including offshore banking unit), in rupee terms, increased by 22.3% from Rs. 733.6 billion at year-end fiscal 2013 to Rs. 897.0 billion at year-end fiscal 2014. The rupee depreciated from Rs. 54.29 per USD at year-end fiscal 2013 to Rs. 59.92 per USD at year-end fiscal 2014.

Net advances of overseas banking subsidiaries increased in U.S. dollar terms by 10.8% from US$ 6.5 billion at year-end fiscal 2013 to US$ 7.2 billion at year-end fiscal 2014. However, due to exchange rate movements, the net advances increased by 22.7% from Rs. 351.7 billion at year-end fiscal 2013 to Rs. 431.7 billion at year-end fiscal 2014. Advances of ICICI Bank Canada increased primarily due to the transfer of certain corporate bonds, with a fair value of CAD 532 million (Rs. 28.9 billion) (amortized cost of CAD 521 million (Rs. 28.3 billion)), from the available-for-sale category to loans and receivables during fiscal 2014 and an increase in the insured mortgages portfolio offset, in part, by a decrease in the corporate loan portfolio. Advances of ICICI Bank UK increased primarily due to an increase in corporate loan portfolio and loan against foreign currency non-resident (bank) deposits, offset, in part, by a reduction on account of maturities and redemptions. See also “Business – Loan Portfolio”.

Fixed and other assets

Fixed assets include premises, furniture and fixtures, assets given on lease and other fixed assets. Fixed assets increased marginally by 0.6% from Rs. 54.7 billion at year-end fiscal 2013 to Rs. 55.1 billion at year-end fiscal

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2014. Other assets increased by 13.0% from Rs. 343.4 billion at year-end fiscal 2013 to Rs. 388.1 billion at year-end fiscal 2014.

Liabilities and Stockholders’ Equity

The following table sets forth, at the dates indicated, the principal components of liabilities and stockholders’ equity.

	At March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Deposits	Rs.	3,147,705	Rs.	3,595,127	US$	59,919		14.2	%
Borrowings(1)		1,728,882		1,835,421		30,590		6.2
Other liabilities(2)		1,166,948		1,260,303		21,005		8.0
Minority interest		17,058		20,108		335		17.9
Total liabilities		6,060,593		6,710,959		111,849		10.7
Equity share capital		11,536		11,550		193		0.1
Reserves and surplus(3)		676,088		752,748		12,546		11.3
Total liabilities (including capital and reserves)	Rs.	6,748,217	Rs.	7,475,257	US$	124,588		10.8	%

(1) Includes subordinated debt and redeemable non-cumulative preference shares.

(2) Includes proposed dividend (including corporate dividend tax) of Rs. 29.6 billion for fiscal 2014 (fiscal 2013: Rs. 26.4 billion).

(3) Includes employees stock options outstanding.

Our total liabilities (including capital and reserves) increased by 10.8% from Rs. 6,748.2 billion at year-end fiscal 2013 to Rs. 7,475.3 billion at year-end fiscal 2014, primarily due to an increase in deposits and borrowings.

Deposits

Deposits increased by 14.2% from Rs. 3,147.7 billion at year-end fiscal 2013 to Rs. 3,595.1 billion at year-end fiscal 2014. Term deposits of ICICI Bank increased from Rs. 1,700.4 billion at year-end fiscal 2013 to Rs. 1,895.4 billion at year-end fiscal 2014 primarily due to an increase in foreign currency non-resident (bank) deposits mobilized during the year. Savings account deposits increased from Rs. 856.5 billion at year-end fiscal 2013 to Rs. 991.3 billion at year-end fiscal 2014 and current account deposits increased from Rs. 369.3 billion at year-end fiscal 2013 to Rs. 432.5 billion at year-end fiscal 2014. The current and savings account deposits of ICICI Bank increased from Rs. 1,225.8 billion at year-end fiscal 2013 to Rs. 1,423.8 billion at year-end fiscal 2014.

Deposits of ICICI Bank UK increased from Rs. 97.7 billion at year-end fiscal 2013 to Rs. 151.8 billion at year-end fiscal 2014, primarily due to an increase in savings account deposits and term deposits. The deposits of ICICI Bank Canada increased from Rs. 128.8 billion at year-end fiscal 2013 to Rs. 132.1 billion at year-end fiscal 2014, primarily due to an increase in term deposits from Rs. 85.7 billion at year-end fiscal 2013 to Rs. 96.2 billion at year-end fiscal 2014, offset, in part, by a decrease in savings account deposits from Rs. 38.3 billion at year-end fiscal 2013 to Rs. 31.8 billion at year-end fiscal 2014.

Our total term deposits increased from Rs. 1,846.3 billion at year-end fiscal 2013 to Rs. 2,073.2 billion at year-end fiscal 2014, while savings deposits increased from Rs. 921.7 billion at year-end fiscal 2013 to Rs. 1,078.3 billion at year-end fiscal 2014. Total deposits at year-end fiscal 2014 formed 66.2% of our funding (i.e., deposits and borrowings, including subordinated debt and redeemable non-cumulative preference shares). See also “Business—Funding”.

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Borrowings

Borrowings (including redeemable non-cumulative preference shares and subordinated debt) increased by 6.2% from Rs. 1,728.9 billion at year-end fiscal 2013 to Rs. 1,835.4 billion at year-end fiscal 2014. Borrowings of ICICI Bank increased primarily due to overseas borrowings including call and term borrowings and refinance borrowings, offset, in part, by a decrease in borrowings under the liquidity adjustment facility with the Reserve Bank of India at year-end fiscal 2014. The increase in overseas borrowings also reflects rupee depreciation from Rs. 54.29 per USD at year-end fiscal 2013 to Rs. 59.92 per USD at year-end fiscal 2014.

Further, there was an increase in borrowings of ICICI Bank UK during fiscal 2014 due to an increase in borrowings by way of bankers’ acceptance, bilateral borrowings and borrowings under repurchase transactions during fiscal 2014, offset, in part, by a decrease in bond borrowings. The borrowings of ICICI Bank Canada increased due to an increase in borrowings through securitization of mortgages offset, in part, by repayment of subordinated debt. See also “Business—Funding”.

Other liabilities

Other liabilities primarily consist of liabilities on insurance policies in force, pertaining to our insurance subsidiaries, and proposed dividend including corporate dividend tax. Other liabilities increased by 8.0% from Rs. 1,166.9 billion at year-end fiscal 2013 to Rs. 1,260.3 billion at year-end fiscal 2014 primarily due to an increase in liabilities on policies in force of our life insurance business from Rs. 689.1 billion at year-end fiscal 2013 to Rs. 749.3 billion at year-end fiscal 2014. The increase in liabilities on insurance policies in force was primarily due to increase in linked policy liabilities due to higher equity valuations and an increase in non-linked business resulting in higher reserving requirement in fiscal 2014.

Other liabilities include proposed dividends (including corporate dividend tax) of Rs. 29.6 billion for fiscal 2014 compared to Rs. 26.4 billion in fiscal 2013. In India, dividends declared for a fiscal year are normally paid in the following year. We declared a dividend of Rs. 20.00 per equity share for fiscal 2013, which was paid in fiscal 2014. We declared a dividend of Rs. 23.00 per equity share for fiscal 2014, which has been paid in fiscal 2015.

Equity share capital and reserves

Stockholders’ equity increased from Rs. 687.6 billion at year-end fiscal 2013 to Rs. 764.3 billion at year-end fiscal 2014 primarily due to the annual accretion to reserves out of profit, offset, in part, by proposed dividend and deferred tax liability created through reserves on Special Reserve outstanding at year-end fiscal 2013.

Fiscal 2013 to Fiscal 2012

Summary

Our net profit increased by 25.7% from Rs. 76.4 billion in fiscal 2012 to Rs. 96.0 billion in fiscal 2013.

The increase in net profit was primarily due to an increase in net interest income by 27.9%, offset, in part, by an increase in provisions (excluding provisions for tax) by 49.0%.

The increase in net interest income reflects a 12.2% increase in average interest-earning assets and an increase in net interest margin by 37 basis points.

Provisions and contingencies (excluding provisions for tax) increased by 49.0% from Rs. 14.1 billion in fiscal 2012 to Rs. 21.0 billion in fiscal 2013, primarily due to an increase in provisions for non-performing and other assets. The provision for non-performing assets increased primarily on account of an increase in provisions on non-performing and restructured loans in the small & medium enterprise and corporate loan portfolio.

Non-interest income increased by 2.3% from Rs. 286.6 billion in fiscal 2012 to Rs. 293.2 billion in fiscal 2013 primarily due to an increase in income from treasury-related activities. Income from treasury-related activities increased from Rs. 16.9 billion in fiscal 2012 to Rs. 24.0 billion in fiscal 2013 primarily due to higher gains on government securities and other fixed income positions. Commission, exchange and brokerage income decreased marginally from Rs. 63.2 billion in fiscal 2012 to Rs. 62.8 billion in fiscal 2013 primarily due to decrease in loan processing fees, offset, in part, by higher income on transaction banking fees and credit card fees. Non-interest

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expense increased by 2.2% from Rs. 295.5 billion in fiscal 2012 to Rs. 302.1 billion in fiscal 2013 primarily due to an increase in employee expenses and other administrative expenses, offset, in part, by a decrease in expenses relating to our insurance business.

Net non-performing assets increased by 7.0% from Rs. 27.2 billion at year-end fiscal 2012 to Rs. 29.1 billion at year-end fiscal 2013 primarily due to higher additions to non-performing assets in our commercial loans. Net restructured assets increased from Rs. 48.1 billion at year-end fiscal 2012 to Rs. 62.0 billion at year-end fiscal 2013.

Loans increased by 13.0% from Rs. 2,921.3 billion at year-end fiscal 2012 to Rs. 3,299.7 billion at year-end fiscal 2013 primarily due to an increase in domestic corporate and retail loans. Deposits increased by 11.6% from Rs. 2,819.5 billion at year-end fiscal 2012 to Rs. 3,147.7 billion at year-end fiscal 2013, primarily due to an increase in savings and term deposits. We continued to expand our branch network in India during the year. ICICI Bank’s branch and extension counters network in India increased from 2,752 at year-end fiscal 2012 to 3,100 at year-end fiscal 2013. ICICI Bank also increased its ATM network from 9,006 ATMs at year-end fiscal 2012 to 10,481 ATMs at year-end fiscal 2013.

The risk-based capital ratios of ICICI Bank on an unconsolidated basis at year-end fiscal 2013, calculated in accordance with the Reserve Bank of India’s Basel II guidelines, include a Tier 1 risk-based capital ratio of 12.8% and a total risk-based capital ratio of 18.7%, compared to a Tier 1 risk-based capital ratio of 12.7% and a total risk-based capital ratio of 18.5% at year-end fiscal 2012. Our risk-based capital ratios on a consolidated basis at year-end fiscal 2013, calculated in accordance with the Reserve Bank of India’s Basel II guidelines and guidelines on consolidated prudential return, include a Tier 1 risk-based capital ratio of 12.9% and a total risk-based capital ratio of 19.7%, compared to a Tier 1 risk-based capital ratio of 12.8% and a total risk-based capital ratio of 19.6% at year-end fiscal 2012.

Net Interest Income

The following table sets forth, for the periods indicated, the principal components of net interest income.

	Year ended March 31,
	2012			2013			2013			2013/2012 % change
	(in millions, except percentages)
Interest income(1)	Rs.	379,948		Rs.	448,846		US$	7,481			18.1	%
Interest expense		(250,132	)		(282,854	)		(4,714	)		13.1
Net interest income	Rs.	129,816		Rs.	165,992		US$	2,767			27.9	%

(1) Tax exempt income has not been re-calculated on a tax-equivalent basis.

Net interest income increased by 27.9% from Rs. 129.8 billion in fiscal 2012 to Rs. 166.0 billion in fiscal 2013, reflecting an increase of 12.2% in the average volume of interest-earning assets and an increase in net interest margin by 37 basis points from 2.83% in fiscal 2012 to 3.20% in fiscal 2013.

Net interest margin

Net interest margin increased by 37 basis points from 2.83% in fiscal 2012 to 3.20% in fiscal 2013. There was an increase of 48 basis points in the net interest margin on the rupee portfolio.

The yield on the rupee portfolio increased by 63 basis points from 9.32% in fiscal 2012 to 9.95% in fiscal 2013, due to the following factors:

· The yield on rupee advances increased from 11.72% in fiscal 2012 to 12.03% in fiscal 2013 primarily due to an increase in yield on domestic corporate loans. The yield on domestic corporate loans increased as a result of incremental disbursements at higher lending rates and also due to the full impact of the increase in the Bank’s base rate during fiscal 2012. In response to tight liquidity conditions and a rising interest rate environment, scheduled commercial banks increased their lending and deposit rates during fiscal 2012. The Bank increased its base rate by 125 basis points, in three phases, during fiscal 2012 from 8.75% at the end

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of March 2011 to 10.00%. The full impact of this increase was reflected in the yield on rupee advances in fiscal 2013. However, the Bank reduced its base rate during fiscal 2013 from 10.00% at year-end fiscal 2012 to 9.75% at year-end fiscal 2013. See also “Business—Loan pricing”.

· The yield on interest-earning rupee investments increased from 7.50% in fiscal 2012 to 7.96% in fiscal 2013, primarily due to investment in longer duration statutory liquidity ratio securities at higher yields and maturities of low-yielding securities.

· We reduce losses from the securitization of assets (including credit losses on existing securitized pools) from our interest income. The amount of such losses declined to Rs. 0.3 billion in fiscal 2013 from Rs. 2.0 billion in fiscal 2012.

· The Reserve Bank of India reduced the cash reserve ratio by 200 basis points in phases during fiscal 2012 and fiscal 2013. The cash reserve ratio was 6.00% at September 30, 2011, 4.75% at year-end fiscal 2012 and 4.00% at year-end fiscal 2013. As cash reserve ratio balances do not earn any interest income, these reductions had a positive impact on overall yield in fiscal 2013.

· Interest on income tax refunds increased from Rs. 0.8 billion in fiscal 2012 to Rs. 2.7 billion in fiscal 2013. The receipt, amount and timing of such income depend on the nature and timing of determinations by tax authorities and are not consistent or predictable.

The cost of funds for the rupee portfolio increased by 21 basis points from 7.36% in fiscal 2012 to 7.57% in fiscal 2013 primarily due to the following factors:

· The cost of rupee deposits increased from 6.39% in fiscal 2012 to 6.71% in fiscal 2013. The cost of rupee term deposits increased by 34 basis points from 8.75% in fiscal 2012 to 9.09% in fiscal 2013, reflecting the full impact of the systemic increase in deposit rates in fiscal 2012. This was partly offset by a decrease in cost of rupee borrowings from 10.97% in fiscal 2012 to 10.85% in fiscal 2013. The interest rate, offered by the Bank, for 390-days retail term deposit, was 8.50% at year-end fiscal 2011, 9.25% at year-end fiscal 2012 and 9.00% at year-end fiscal 2013.

The yield on our foreign currency portfolio decreased by 26 basis points from 4.78% in fiscal 2012 to 4.52% in fiscal 2013 primarily due to the following factors:

· The yield on assets of ICICI Bank UK decreased primarily due to a decrease in the yield on loans and yield on investments. The decrease in yield was on account of a decrease in higher yielding loans and the sale and maturities of high yielding investments during fiscal 2013.

· The yield on assets of ICICI Bank Canada decreased primarily due to a decline in the yield on loans and yield on investments. The yield on loans decreased on account of prepayments/repayments of higher yielding loans and an increase in the low yielding insured mortgages portfolio. The yield on investments decreased primarily on account of a decrease in investment in corporate bonds and an increase in investments in low yielding investments such as treasury bills in fiscal 2013.

· The net interest income on non-trading interest rate swaps of ICICI Bank, which are undertaken to manage the market risk arising from assets and liabilities, decreased from Rs. 9.4 billion in fiscal 2012 to Rs. 6.8 billion in fiscal 2013 on account of maturity of swaps during fiscal 2013 in line with maturity of underlying borrowings.

However, there was an increase in the yield on overseas advances of ICICI Bank primarily due to new advances at higher rates and the repayment and prepayment of low yielding loans.

The cost of funds of the foreign currency funding decreased by 18 basis points from 3.50% in fiscal 2012 to 3.32% in fiscal 2013, due to the following factors:

· The cost of funds for ICICI Bank’s foreign currency funding decreased primarily on account of a decrease in the cost of term deposits.

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· The cost of funds of ICICI Bank Canada decreased due to a decrease in the cost of deposits and the cost of borrowings. The cost of deposits decreased on account of a higher proportion of low cost savings account deposits and a reduction in interest rates offered on new term deposits during fiscal 2013. The cost of borrowings decreased on account of a decrease in cost of borrowings under securitized insured mortgages.

· The cost of funds of ICICI Bank UK decreased primarily due to a decrease in the cost of deposits on account of a decrease in cost of term deposits and savings account deposits. Further, there was an increase in proportion of low cost savings account deposits in the deposit base. The above decrease was offset, in part, by an increase in the cost of borrowings on account of the maturity of lower cost borrowings during fiscal 2013.

During fiscal 2013, the Reserve Bank of India reduced the repo rate by 100 basis points to 7.50% and the cash reserve ratio by 75 basis points to 4.00% in response to easing inflation levels and slowdown in growth. As a result, wholesale funding rates had been on a declining trend during the first quarter of fiscal 2014. However, in July 2013, following the volatility in global markets, high current account deficit and the consequent sharp depreciation in the exchange rate, the Reserve Bank of India announced measures to stabilise the exchange rate. These measures included limits on banks' borrowing through the liquidity adjustment facility of the Reserve Bank of India, increase in the marginal standing facility rate from 8.25% to 10.25% and increase in the minimum daily cash reserve ratio of banks to 99.0% of the requirement from 70% earlier. These measures would result in tightening of liquidity in the banking sector and may result in an increase in wholesale funding costs. Going forward, the extent and timing of any change in interest rates will depend on systemic liquidity, the current account and balance of payments, the future movement of inflation and the evolving monetary stance.

Interest-earning assets

The average volume of interest-earning assets increased by 12.2% from Rs. 4,697.2 billion in fiscal 2012 to Rs. 5,272.5 billion in fiscal 2013. The increase in interest-earning assets was primarily due to an increase in average loans by Rs. 428.4 billion and an increase in average interest-earning investments by Rs. 144.0 billion.

Average loans increased by 15.7% from Rs. 2,720.9 billion in fiscal 2012 to Rs. 3,149.3 billion in fiscal 2013. Average rupee loans increased from Rs. 1,743.0 billion in fiscal 2012 to Rs. 2,048.6 billion in fiscal 2013, reflecting an increase in both domestic corporate and retail loans. Average foreign currency loans increased by 12.6% from Rs. 977.9 billion in fiscal 2012 to Rs. 1,100.7 billion in fiscal 2013, primarily due to the impact of the depreciation of the rupee against the U.S. dollar and an increase in the insured mortgage portfolio of ICICI Bank Canada. There was a decrease in average loans of ICICI Bank UK primarily on account of a decrease in corporate loans.

Average interest-earning investments increased by 8.7% from Rs. 1,646.8 billion in fiscal 2012 to Rs. 1,790.8 billion in fiscal 2013, primarily due to an increase in average interest-earning investments in Indian government securities by 14.8% from Rs. 866.2 billion in fiscal 2012 to Rs. 994.7 billion in fiscal 2013. Interest-earning investments, other than Indian government securities include investments in corporate bonds and debentures, certificates of deposits, commercial paper, the Rural Infrastructure Development Fund and related investments and investments in liquid mutual funds. Average investments of ICICI Bank Canada increased on account of an increase in investment in treasury bills. However, average investments of ICICI Bank UK decreased on account of a decrease in investments in bonds and treasury bills.

Interest-bearing liabilities

Average interest-bearing liabilities increased by 11.1% from Rs. 4,099.8 billion in fiscal 2012 to Rs. 4,556.1 billion in fiscal 2013 on account of an increase in both average deposits and average borrowings. Average term deposits increased from Rs. 1,647.8 billion in fiscal 2012 to Rs. 1,815.8 billion in fiscal 2013. Average current and savings account deposits increased from Rs. 986.4 billion in fiscal 2012 to Rs. 1,083.4 billion in fiscal 2013. Average borrowings increased from Rs. 1,465.7 billion in fiscal 2012 to Rs. 1,656.9 billion in fiscal 2013 due to an increase in overseas borrowings, participation certificates and call and short term borrowings. The overseas borrowings of ICICI Bank in rupee terms increased primarily due to the impact of rupee depreciation.

Average deposits of ICICI Bank UK decreased primarily due to a decline in average term deposits. Average borrowings of ICICI Bank UK decreased due to redemption/maturity of long term borrowings, offset, in part, by borrowings under repurchase transactions during fiscal 2013. Average borrowings of ICICI Bank Canada increased

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primarily on account of increase in borrowings under securitized insured mortgages. However, there was a decrease in average deposits of ICICI Bank Canada due to a decrease in average term deposits.

See also “Risk Factors—Risks Relating to Our Business—Our banking and trading activities are particularly vulnerable to interest rate risk and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance”.

Non-Interest Income

The following table sets forth, for the periods indicated, the principal components of non-interest income.

	Year ended March 31,
	2012			2013		2013		2013/2012 % change
	(in millions, except percentages)
Commission, exchange and brokerage	Rs.	63,155		Rs.	62,767	US$	1,046		(0.6	)%
Profit/(loss) on treasury-related activities (net)(1)		16,908			23,994		400		41.9
Profit/(loss) on sale of land, buildings and other assets (net)		(37	)		339		6		–
Premium and other operating income from insurance business		204,878			203,944		3,399		(0.5	)
Miscellaneous income		1,730			2,154		36		24.4
Total non-interest income	Rs.	286,634		Rs.	293,198	US$	4,887		2.3	%

(1) Includes profit/(loss) on the sale/revaluation of investments and exchange transactions.

Non-interest income primarily includes income pertaining to our insurance business, commission, exchange and brokerage income, profit/(loss) on treasury-related activities and other miscellaneous income. This analysis of non-interest income should be read against the backdrop of global and Indian economic developments, financial market activities, the competitive environment, client activity levels and our strategy, as detailed in earlier sections.

Non-interest income increased by 2.3% from Rs. 286.6 billion in fiscal 2012 to Rs. 293.2 billion in fiscal 2013 primarily due to an increase in profit on treasury-related activities.

Commission, exchange and brokerage

Commission, exchange and brokerage income primarily includes fees from our banking business as well as fee and brokerage income of our securities brokering, asset management and venture capital fund management subsidiaries. The fee income of our banking business is primarily includes fees from corporate clients such as loan processing fees, transaction banking fees and structuring fees and fees from retail customers such as loan processing fees, credit card fees and service charges on retail deposit accounts.

Commission, exchange and brokerage income decreased by 0.6% from Rs. 63.2 billion in fiscal 2012 to Rs. 62.8 billion in fiscal 2013 primarily due to a decrease in loan processing fees from corporate customers, offset, in part, by an increase in fee income from transaction banking fees, credit card fees and management fees from asset management services.

Loan processing fees decreased due to the continued slowdown in economic activities and higher interest rates resulting in deceleration in new project proposals and investment by corporate customers.

The management fees of our asset management subsidiary increased in fiscal 2013 compared to fiscal 2012 primarily due to an increase in fees on mutual funds operations on account of an increase in average assets under management.

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Profit/(loss) on treasury-related activities (net)

Profit/(loss) on treasury-related activities includes income from the sale of investments and the revaluation of investments on account of changes in unrealized profit/(loss) in the fixed income, equity and preference share portfolio, units of venture capital and private equity funds, units of mutual funds and security receipts issued by asset reconstruction companies. It also includes income from foreign exchange transactions, consisting of various foreign exchange and derivatives transactions with clients, including options and swaps, and from credit derivatives instruments including credit default swaps, credit-linked notes and collateralized debt obligations. Profit from treasury-related activities increased by 41.9% from Rs. 16.9 billion in fiscal 2012 to Rs. 24.0 billion in fiscal 2013. The increase in income from treasury-related activities in fiscal 2013 was primarily due to higher gains on government securities and other fixed income positions, profit on security receipts compared to a loss in fiscal 2012 and higher income from foreign exchange and derivatives transactions with our clients. This increase was offset, in part, by lower profits from our equity portfolio and lower mark-to-market/realized profits on credit derivatives.

Our profit on the government securities portfolio and other fixed income positions increased from Rs. 3.6 billion in fiscal 2012 to Rs. 7.6 billion in fiscal 2013. During fiscal 2013, we capitalized on certain market opportunities to realize gains from the sale of our government and other domestic fixed income positions.

During fiscal 2013, there was a loss on our equity portfolio of Rs. 0.4 billion compared to profit of Rs. 0.7 billion in fiscal 2012 as equity markets were volatile in fiscal 2013.

During fiscal 2013, the Bank recorded realized/unrealized gain on security receipts of Rs. 0.5 billion, compared to a loss of Rs. 4.1 billion in fiscal 2012, primarily due to a improvement in net asset value and realized gains on redemption. At year-end fiscal 2013, the Bank had an outstanding net investment of Rs. 11.5 billion in security receipts issued by asset reconstruction companies in relation to the sale of non-performing assets.

We have credit exposures in the form of both funded and non-funded credit derivatives. The notional principal amount of funded instruments at year-end fiscal 2013 was Rs. 0.8 billion compared to Rs. 1.5 billion at year-end fiscal 2012. The notional principal amount of non-funded instruments at year-end fiscal 2013 was Rs. 3.5 billion compared to Rs. 11.1 billion at year-end fiscal 2012. During fiscal 2012 and fiscal 2013, softening of credit spreads and maturity of the portfolio resulted in a reduction in provision held against the credit derivatives portfolio. We had realized/unrealized gains of Rs. 0.1 billion during fiscal 2013 compared to a gain of Rs. 0.7 billion during fiscal 2012 on these credit derivatives instruments.

We offer various derivatives products, including options and swaps, to our clients primarily for their risk management purposes. We generally do not carry market risk on client derivatives positions as we manage our own risk in the inter-bank market. Profits or losses on account of currency movements on these transactions are borne by the clients. During fiscal 2009, due to high exchange rate volatility as a result of the global financial crisis, a number of clients experienced significant mark-to-market losses in derivatives transactions. On maturity or premature termination of the derivatives contracts, these mark-to-market losses became receivables owed to us. Some clients did not pay their derivatives contract obligations to us in a timely manner and, in some instances, clients filed lawsuits to avoid payment of derivatives contract obligations entirely. In other instances, at the request of clients, we converted overdue amounts owed to us into loans and advances. In October 2008, the Reserve Bank of India issued guidelines requiring banks to classify derivatives contract receivables overdue for 90 days or more as non-performing assets. Pursuant to these guidelines, the Bank reverses derivatives contract receivables in our income statement when they are overdue for 90 days or more. Further, mark-to-market gains on other derivative contracts with the same counterparties mentioned above are reversed through the profit and loss account. After reversal, any subsequent recovery is accounted for only on actual receipt of payment. In fiscal 2013, we made a reversal of derivative income of Rs. 0.1 billion relating to receivables under derivatives contracts that were overdue for more than 90 days and related mark-to-market receivables from such counterparties compared to a reversal of income of Rs. 0.4 billion in fiscal 2012.

The treatment of receivables owed in connection with derivatives contracts differs under U.S. GAAP from under Indian GAAP. Under U.S. GAAP, these receivables are analyzed to identify the required provisions in the same manner as provisions for loan losses. Accordingly, under U.S. GAAP, the amount receivable by us when a derivatives contract obligation arises is charged to the client’s account and treated like a loan. We periodically conduct a comprehensive analysis of our corporate loan portfolio, including overdue derivatives receivables to determine appropriate allowances for loan losses. This analysis takes into account both qualitative and quantitative

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criteria including, among other considerations, the account conduct, future prospects, repayment history and financial performance. This comprehensive analysis includes an account-by-account review of a substantial portion of our corporate loan portfolio and an allowance is made for probable loss, if any, on each account. In addition to the detailed review of large balance loans, we also classify our portfolio based on the overdue status of each account and classify loans as impaired if principal or interest has remained overdue for more than 90 days.

Our income from foreign exchange transactions with clients and from margins on derivatives transactions with clients increased from Rs. 12.0 billion in fiscal 2012 to Rs. 12.8 billion in fiscal 2013, primarily on account of an enhanced focus on large corporate customers, acquisition of new small and medium corporate clients and higher remittance fees/commissions during the year due to the depreciation in the rupee.

The investment portfolio of ICICI Bank UK decreased from Rs. 59.7 billion at year-end fiscal 2012 to Rs. 28.5 billion at year-end fiscal 2013. The investment portfolio included available-for-sale investments of Rs. 57.7 billion at year-end fiscal 2012 and Rs. 26.4 billion at year-end fiscal 2013 with the mark-to-market post-tax loss reflected in the shareholders’ equity of Rs. 2.0 billion at year-end fiscal 2012 and Rs. 0.9 billion at year-end fiscal 2013. The portfolio decreased primarily due to a decline in investment in bonds on account of sales and maturities, a decrease in investment in mortgage backed securities on account of redemptions and a decrease in investment in treasury bills.

Income relating to our insurance business

Income from our insurance business decreased marginally from Rs. 204.9 billion in fiscal 2012 to Rs. 203.9 billion in fiscal 2013, primarily due to a decrease in income from our life insurance business, from Rs. 167.5 billion in fiscal 2012 to Rs. 160.4 billion in fiscal 2013, offset in part by an increase in income from our general insurance business from Rs. 37.4 billion in fiscal 2012 to Rs. 43.5 billion in fiscal 2013. Income from our insurance business includes net premium income, fee and commission income and surrender charges, including income on foreclosure of policies by our life insurance business. Income from our life insurance business includes net premium income of Rs. 134.1 billion and fee and other life insurance related income of Rs. 26.3 billion in fiscal 2013, compared to net premium income of Rs. 139.1 billion and fee and other life insurance related income of Rs. 28.4 billion in fiscal 2012.

The premium income (gross of premium on reinsurance ceded) of ICICI Prudential Life Insurance Company decreased by 3.4% from Rs. 140.2 billion in fiscal 2012 to Rs. 135.4 billion in fiscal 2013. Renewal premium decreased by 8.9% from Rs. 95.8 billion in fiscal 2012 to Rs. 87.3 billion in fiscal 2013, and single premium business decreased by 22.5% from Rs. 8.0 billion in fiscal 2012 to Rs. 6.2 billion in fiscal 2013. Renewal premium decreased due to higher surrender of policies and a decline in new business volumes in the past few years, which is reflected in lower renewal premium during fiscal 2013. The new business premium from regular premium business increased by 15.1% from Rs. 36.4 billion in fiscal 2012 to Rs. 41.9 billion in fiscal 2013. ICICI Prudential Life Insurance Company’s fee and other life insurance related income decreased from Rs. 28.4 billion in fiscal 2012 to Rs. 26.3 billion in fiscal 2013. There was a decrease in surrender charges, including income on foreclosure of policies, offset, in part, by an increase in policy fees.

Income from our general insurance business includes net premium income amounting to Rs. 38.9 billion and commission income amounting to Rs. 4.6 billion in fiscal 2013, compared to net premium income of Rs. 34.6 billion and commission income of Rs. 2.8 billion in fiscal 2012.

The net premium income increased from Rs. 34.6 billion in fiscal 2012 to Rs. 38.9 billion in fiscal 2013 primarily due to the growth in motor insurance business and health insurance business. Commission income of ICICI Lombard General Insurance Company increased by 64.3% from Rs. 2.8 billion in fiscal 2012 to Rs. 4.6 billion in fiscal 2013, primarily due to an increase in commission on higher reinsurance ceded in motor and health business. Further, there was an increase in reinsurance commission on account of a new treaty entered for motor and health insurance business.

Miscellaneous income

Miscellaneous income increased from Rs. 1.7 billion in fiscal 2012 to Rs. 2.2 billion in fiscal 2013.

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Non-Interest Expense

The following table sets forth, for the periods indicated, the principal components of non-interest expense.

	Year ended March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Payments to and provisions for employees	Rs.	51,013	Rs.	56,291	US$	938		10.3	%
Depreciation on own property		6,292		5,926		99		(5.8	)
Auditor’s fees and expenses		160		167		3		4.5
Depreciation on leased assets		423		328		5		(22.3	)
Expenses pertaining to insurance business		179,254		173,517		2,892		(3.2	)
Other administrative expenses		58,379		65,841		1,097		12.8
Total non-interest expenses	Rs.	295,521	Rs.	302,070	US$	5,034		2.2	%

Non-interest expense primarily includes expenses relating to our insurance business, payment to and provision for employees and other administrative expenses. Operating expenses increased from Rs. 295.5 billion in fiscal 2012 to Rs. 302.1 billion in fiscal 2013 primarily due to an increase in payments to and provisions for employees and other administrative expenses offset, in part, by a decrease in expenses related to our insurance business.

Payments to and provisions for employees

Employee expenses increased by 10.3% from Rs. 51.0 billion in fiscal 2012 to Rs. 56.3 billion in fiscal 2013, reflecting an annual increase in salaries and an increase in our employee base. Our employee base, including sales executives, employees on fixed term contracts and interns, increased from 81,254 at year-end fiscal 2012 to 85,217 at year-end fiscal 2013.

The employee expenses of ICICI Bank increased by 10.5% from Rs. 35.2 billion in fiscal 2012 to Rs. 38.9 billion in fiscal 2013. Employee expenses increased primarily due to annual increments and an increase in the employee base, including sales executives, employees on fixed term contracts and interns, from 58,276 employees at year-end fiscal 2012 to 62,065 employees at year-end fiscal 2013. Pension costs decreased from Rs. 2.7 billion in fiscal 2012 to Rs. 2.4 billion in fiscal 2013.

Employee expenses for ICICI Prudential Life Insurance Company increased by 2.7% from Rs. 7.5 billion in fiscal 2012 to Rs. 7.7 billion in fiscal 2013, and for ICICI Lombard General Insurance Company increased by 14.8% from Rs. 2.7 billion in fiscal 2012 to Rs. 3.1 billion in fiscal 2013.

Depreciation

Depreciation on owned property decreased from Rs. 6.3 billion in fiscal 2012 to Rs. 5.9 billion in fiscal 2013. Depreciation on leased assets decreased from Rs. 0.4 billion in fiscal 2012 to Rs. 0.3 billion in fiscal 2013.

Other administrative expenses

Other administrative expenses increased by 12.8% from Rs. 58.4 billion in fiscal 2012 to Rs. 65.8 billion in fiscal 2013, primarily due to an increase in expenses of ICICI Bank and our general insurance subsidiary offset, in part, by a decrease in expenses of our life insurance subsidiary. The number of branches and extension counters of ICICI Bank in India increased from 2,752 at year-end fiscal 2012 to 3,100 at year-end fiscal 2013. ICICI Bank also increased its ATM network from 9,006 ATMs at year-end fiscal 2012 to 10,481 ATMs at year-end fiscal 2013. The number of branches and offices of our insurance subsidiaries decreased from 1,302 at year-end fiscal 2012 to 834 at year-end fiscal 2013. Advertisement and publicity expenses increased in fiscal 2013 primarily due to an increase in expenses of ICICI Bank and our general insurance subsidiary.

Expenses related to our insurance business

Expenses related to our insurance business include claims and benefit payouts, commission expenses and reserves for actuarial liability (including the investible portion of the premium on unit-linked policies of our life

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insurance business). Expenses relating to our insurance business decreased by 3.2% from Rs. 179.3 billion in fiscal 2012 to Rs. 173.5 billion in fiscal 2013, primarily due to a decrease in the business volume of our life insurance subsidiary and a decrease in claims and benefit payouts of our general insurance business, offset, in part, by an increase in claims and benefit payouts of our life insurance subsidiary. The expenses related to our insurance business include expenses of our life insurance subsidiary amounting to Rs. 137.4 billion and of our general insurance subsidiary amounting to Rs. 36.1 billion in fiscal 2013, compared to expenses of Rs. 141.4 billion for our life insurance subsidiary and Rs. 37.9 billion for our general insurance subsidiary in fiscal 2012.

The expenses of our life insurance business include reserves for actuarial liability (including the investible portion of the premium on unit-linked policies) of Rs. 122.1 billion, claims and benefit payouts and commission expenses of Rs. 15.3 billion in fiscal 2013, compared to Rs. 132.5 billion of reserves for actuarial liability (including the investible portion of the premium on unit-linked policies), claims and benefit payouts and commission expenses of Rs. 8.9 billion in fiscal 2012.

During fiscal 2013, the reserves for the actuarial liability of the life insurance business (including the investible portion of the premium on unit-linked policies) decreased from Rs. 132.5 billion in fiscal 2012 to Rs. 122.1 billion in fiscal 2013, primarily due to a decrease in the volume of our unit-linked insurance business (including renewal) and our single premium business. The investible portion of the premium on linked policies of our life insurance business represents the amount of premium, including renewal premium received on linked policies of life insurance business invested, after deducting charges and the premium for risk coverage, in the underlying asset or index chosen by the policy holder. The claims and benefit payouts and commission expenses increased from Rs. 8.9 billion in fiscal 2012 to Rs. 15.3 billion in fiscal 2013, primarily due to higher claims on account of higher maturities of policies and annuity payouts. In line with Indian accounting norms for insurance companies, we do not amortize the customer acquisition cost, but account for the expenses up front.

The expenses of our general insurance business decreased from Rs. 37.9 billion in fiscal 2012 to Rs. 36.1 billion in fiscal 2013. Claims and benefit payouts decreased from Rs. 36.0 billion in fiscal 2012 to Rs. 33.8 billion in fiscal 2013, primarily due to lower provisions on the third party risks on motor insurance. The commission expenses increased from Rs. 1.9 billion in fiscal 2012 to Rs. 2.3 billion in fiscal 2013, reflecting higher business volumes.

In accordance with the Insurance Regulatory and Development Authority guidelines, ICICI Lombard General Insurance Company, together with all other general insurance companies, participated in the Pool, administered by the General Insurance Corporation of India covering third party risks of commercial vehicles, from April 1, 2007. As per the Insurance Regulatory and Development Authority direction effective March 31, 2012, the Pool was dismantled on a clean cut basis and general insurance companies were required to recognize the Pool liabilities as per loss ratios estimated by the General Actuaries Department of the United Kingdom with the option to recognize the same over a three year period. ICICI Lombard General Insurance Company recognized the entire additional liabilities of Rs. 6.9 billion of the Pool in fiscal 2012. During fiscal 2013, the Appointed Actuary carried out re-assessment of liabilities relating to policies underwritten by ICICI Lombard General Insurance Company for risks incepted between April 1, 2007 and March 31, 2012. Based on the re-assessment, ICICI Lombard General Insurance Company recognized additional provision of Rs. 1.0 billion during fiscal 2013. See also “Business—Overview of Our Products and Services—Insurance”.

Provisions and contingencies (excluding tax provisions)

The following table sets forth, for the periods indicated, the composition of provisions and contingencies, excluding provisions for tax.

	Year ended March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Provision for investments (net)	Rs.	1,174	Rs.	1,718	US$	29		46.4	%
Provision for non-performing and other assets		10,501		15,514		259		47.7
Provision for standard assets		288		1,350		22		–
Others		2,100		2,370		40		12.8
Total provisions and contingencies (excluding tax)	Rs.	14,063	Rs.	20,952	US$	350		49.0	%

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Provisions are generally made by ICICI Bank on standard, substandard and doubtful assets at rates prescribed by the Reserve Bank of India. Loss assets and unsecured portions of doubtful assets are provided/written off to the extent required by Reserve Bank of India guidelines. Subject to the minimum provisioning levels prescribed by the Reserve Bank of India, provisions on non-performing retail loans are made at the borrower level in accordance with the provisioning policy of ICICI Bank. The specific provisions on retail loans held by ICICI Bank are higher than the minimum regulatory requirement. In addition to the specific provision on non-performing assets, ICICI Bank maintains a general provision on performing loans and advances at rates prescribed by the Reserve Bank of India. For performing loans and advances in overseas branches, the general provision is made at higher of host country regulations requirement and the Reserve Bank of India requirement. See also “Business—Loan portfolio—Classification of Loans”.

Provisions and contingencies (excluding provisions for tax) increased by 49.0% from Rs. 14.1 billion in fiscal 2012 to Rs. 21.0 billion in fiscal 2013, primarily due to an increase in provisions for non-performing and other assets. The provision for non-performing assets increased from Rs. 10.5 billion in fiscal 2012 to Rs. 15.5 billion in fiscal 2013. The provision, net of write-back of excess provisions, on commercial loans increased from Rs. 4.9 billion in fiscal 2012 to Rs. 14.6 billion in fiscal 2013, primarily on account of an increase in provisions on non-performing and restructured loans in the small & medium enterprises and corporate loans. Since fiscal 2012, the Indian economy has experienced a moderation in growth. Interest rates in the economy rose following tightening of monetary policy in response to high inflation. While inflation moderated and the central bank effected some reductions in policy rates, interest rates in general continue to be relatively high. The corporate sector has experienced a decline in sales and profit growth, and has also experienced elongation of working capital cycles and a high level of receivables. The Indian rupee has depreciated significantly vis-a-vis the U.S. dollar during this period. Further, corporate investment activity has been impacted by concerns over administrative clearances and issues around access to land and natural resources. For example, there have been concerns over the availability of fuel for thermal and gas-based power plants. Given the concerns over growth, companies have found it difficult to access equity capital markets and several companies and sectors have relatively high leverage. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us.

Between fiscal 2008 and fiscal 2010 we experienced an increase in non-performing consumer loans due to the seasoning of the portfolio and a higher level of defaults in unsecured personal loans and credit card receivables due to challenges in collections and the impact of the adverse macroeconomic environments. We experienced a sharp decline in additions to gross non-performing consumer loans since fiscal 2011, due to the measures initiated by the Bank to curb delinquencies and improved collection practices. This resulted in a decline in provisions, net of write-back of excess provision, against non-performing consumer loans from Rs. 7.1 billion in fiscal 2012 to Rs. 1.0 billion in fiscal 2013. The diminution in fair value of restructured loans (including the provision for funded interest) decreased from Rs. 3.5 billion in fiscal 2012 to Rs. 0.7 billion in fiscal 2013. See also “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Non-performing Assets” and “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Restructured Loans”.

ICICI Bank’s provisioning coverage ratio at year-end fiscal 2013, computed in accordance with the Reserve Bank of India guidelines, was 76.8%.

Additional general provision of Rs. 1.4 billion was made on standard assets by the Bank during fiscal 2013, reflecting an increase in the loan portfolio. The Bank held a cumulative general provision of Rs. 16.2 billion at year-end fiscal 2013 compared to general provision of Rs. 14.8 billion at year-end fiscal 2012.

Provisions, including general provisions on performing assets, as a percentage of gross customer assets were 2.6% at year-end fiscal 2013 compared to 3.0% at year-end fiscal 2012.

Provision for investments increased from Rs. 1.2 billion in fiscal 2012 to Rs. 1.7 billion in fiscal 2013.

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Provisions for Restructured Loans and Non-performing Assets

We classify our assets, including those in our overseas branches, as performing and non-performing in accordance with the Reserve Bank of India guidelines, except in the case of ICICI Home Finance Company and our overseas banking subsidiaries. ICICI Home Finance Company classifies its loans and other credit facilities in accordance with the guidelines of its regulator, the National Housing Bank. A loan made by any of our overseas banking subsidiaries is classified as impaired only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition on the loan (a loss event) and the loss event has an impact on the estimated future cash flows of the loans that can be reliably estimated. Under Reserve Bank of India guidelines for term loans, such assets are classified as non-performing if any amount of interest or principal remains overdue for more than 90 days. For overdrafts or cash credits, assets are classified as non-performing if the account remains out of order continuously for a period of 90 days and, for bills, if the account remains overdue for more than 90 days. Further, non-performing assets are also classified into sub-standard, doubtful and loss assets based on the criteria stipulated by the Reserve Bank of India. See also “Business—Classification of Loans”.

Our non-performing assets include loans and advances as well as credit substitutes, which are funded credit exposures. In compliance with regulations governing the presentation of financial information by banks, we report only non-performing loans and advances in our financial statements.

The following table sets forth, at the dates indicated, information regarding roll-forward and average balances of restructured loans.

	At March 31,
	2012			2013			2013			2013/2012 % change
	(in millions, except percentages)
Opening balance (gross restructured loans)	Rs.	29,104		Rs.	52,717		US$	879			81.1	%
Add: Loans restructured during the year		38,776			24,887			415			(35.8	)
Add: Increase in loans outstanding to previously restructured loans		868			2,756			46			–
Less: Loans upgraded to standard category during the year		(8,986	)		(2,609	)		(43	)		(71.0	)
Less: Loans downgraded to non-performing category during the year		(1,233	)		(4,491	)		(75	)		-
Less: Repayments during the year		(5,812	)		(5,953	)		(99	)		2.4
Gross restructured loans	Rs.	52,717		Rs.	67,307		US$	1,123			27.7
Provisions for restructured loans		(4,642	)		(5,294	)		(88	)		14.0
Net restructured loans	Rs.	48,075		Rs.	62,013		US$	1,035			29.0
Average balance of net restructured loans(1)		37,056			51,709			862			39.5
Gross customer assets	Rs.	3,531,625		Rs.	4,001,517		US$	66,692			13.3	%
Net customer assets		3,443,817			3,914,869			65,248			13.7
Gross restructured loans as a percentage of gross customer assets		1.5	%		1.7	%
Net restructured loans as a percentage of net customer assets		1.4	%		1.6	%

(1) The average balance is the average of quarterly balances outstanding at the end of March of the previous year and June, September, December and March of the current year.

(2) Based on the Reserve bank of India guidelines effective fiscal 2013, restructured loans include all loans to borrower where any of the loans have been restructured. Accordingly, numbers for earlier years presented have also been re-classified.

Since fiscal 2012, the Indian economy has experienced a moderation in growth. Interest rates in the economy rose following tightening of monetary policy in response to high inflation. While inflation moderated and the central bank effected some reductions in policy rates, interest rates in general continue to be relatively high. The corporate sector has experienced a decline in sales and profit growth, and has also experienced elongation of working capital

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cycles and a high level of receivables. The Indian rupee has depreciated significantly vis-a-vis the U.S. dollar during this period. Further, corporate investment activity has been impacted by concerns over administrative clearances and issues around access to land and natural resources. For example, there have been concerns over the availability of fuel for thermal and gas-based power plants. Given the concerns over growth, companies have found it difficult to access equity capital markets and several companies and sectors have relatively high leverage. Due to these and other factors, there has been an increase in the non-performing and restructured loans of Indian banks, including us.

During fiscal 2013, loans amounting to Rs. 24.9 billion were restructured as compared to Rs. 38.8 billion in fiscal 2012. Two non-performing borrower accounts were restructured for a second time during fiscal 2013. After restructuring, based on the satisfactory performance of the borrower over a period of atleast one year and after it reverts to the normal level of general provision for standard loans/risk weights for capital adequacy computations, the restructured account may be upgraded and removed from this category. During fiscal 2013, based on payment performance, the Bank upgraded certain borrower accounts with outstanding loans totaling Rs. 2.6 billion as compared to Rs. 9.0 billion during fiscal 2012. The gross restructured loans increased by 27.7% from Rs. 52.7 billion at year-end fiscal 2012 to Rs. 67.3 billion at year-end fiscal 2013, while the net restructured loans increased by 29.0% from Rs. 48.1 billion at year-end fiscal 2012 to Rs. 62.0 billion at year-end fiscal 2013. The net restructured loans were 1.6% of net customer assets at year-end fiscal 2013, compared to 1.4% at year-end fiscal 2012. At year-end fiscal 2013, the diminution in fair value of restructured loans (including the provision for funded interest) was Rs. 5.3 billion compared to Rs. 4.6 billion at year-end fiscal 2012. See also “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers— Restructured Loans”.

The following table sets forth, at the dates indicated, certain information regarding non-performing assets.

	At March 31,
	2012			2013			2013			2013/2012 % change
	(in millions, except percentages)
Gross non-performing assets(1)	Rs.	107,124		Rs.	107,165		US$	1,786			0.0	%
Provisions for non-performing assets(1)		(79,875	)		(78,016	)		(1,300	)		(2.3	)
Net non-performing assets(1)	Rs.	27,249		Rs.	29,149		US$	486			7.0	%
Gross customer assets	Rs.	3,531,625		Rs.	4,001,517		US$	66,692			13.3	%
Net customer assets		3,443,817			3,914,869			65,248			13.7
Gross non-performing assets as a percentage of gross customer assets		3.0	%		2.7	%
Net non-performing assets as a percentage of net customer assets		0.8	%		0.7	%

(1) Includes loans identified as non-performing/impaired in line with the guidelines issued by regulators of the respective subsidiary.

Gross additions to non-performing assets in fiscal 2013 were higher at Rs. 38.9 billion as compared to Rs. 35.8 billion in fiscal 2012. During fiscal 2013, we upgraded non-performing assets amounting to Rs. 8.1 billion and made recoveries against non-performing assets amounting to Rs. 12.6 billion. During fiscal 2013, loans amounting to Rs. 18.1 billion were written-off as compared to Rs. 12.3 billion in fiscal 2012. As a result, gross non-performing assets increased marginally from Rs. 107.1 billion at year-end fiscal 2012 to Rs. 107.2 billion at year-end fiscal 2013.

Gross additions to non-performing consumer loans, declined from Rs. 18.6 billion in fiscal 2012 to Rs. 9.9 billion during fiscal 2013. Gross additions to non-performing commercial loans increased from Rs. 17.2 billion in fiscal 2012 to Rs. 29.0 billion in fiscal 2013. Non-performing loans in the banking system in India increased during fiscal 2012 and fiscal 2013. See also “Business—Classification of Loans—Impact of Economic Environment on Commercial and Consumer Loan Borrowers—Non-performing Assets”.

In fiscal 2012, the Bank sold two commercial loans with aggregate book value (net of provision) of Rs. 44 million to an asset reconstruction company. In fiscal 2013, the Bank sold four commercial loans with aggregate book value (net of provision) of Rs. 83 million to an asset reconstruction company. See also “Business—Classification of Loans—Non-Performing Asset Strategy”.

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As a percentage of net customer assets, net non-performing assets were 0.7% at year-end fiscal 2013, compared to 0.8% at year-end fiscal 2012.

Tax Expense

Income tax expense increased by 26.9% from Rs. 27.5 billion in fiscal 2012 to Rs. 34.9 billion in fiscal 2013 due to an increase in profit before tax. The effective tax rate remained at a similar level of 25.6% in fiscal 2013 compared to 25.7% in fiscal 2012.

Financial Condition

Assets

The following table sets forth, at the dates indicated, the principal components of assets.

	At March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Cash and cash equivalents	Rs.	411,563	Rs.	493,709	US$	8,228		20.0	%
Investments		2,398,641		2,556,667		42,611		6.6
Advances (net of provisions)		2,921,254		3,299,741		54,996		13.0
Fixed assets		54,320		54,735		912		0.8
Other assets(1)		407,091		343,365		5,723		(15.7	)
Total assets	Rs.	6,192,869	Rs.	6,748,217	US$	112,470		9.0	%

(1) The Bank has presented mark-to-market gain or loss on forex and derivatives transactions on a gross basis. This was previously presented on a net basis, and the net positive mark-to-market was recorded in ‘Other Assets’, while the net negative mark-to-market was recorded in ‘Other Liabilities’. Accordingly, the gross positive mark-to-market amounting to Rs. 113.2 billion has been included in other assets at year-end fiscal 2013. Consequent to the change, other assets have increased by Rs. 151.0 billion at year-end fiscal 2012.

Our total assets increased by 9.0% from Rs. 6,192.9 billion at year-end fiscal 2012 to Rs. 6,748.2 billion at year-end fiscal 2013 primarily due to an increase in net advances and investments. Net advances increased by 13.0% from Rs. 2,921.3 billion at year-end fiscal 2012 to Rs. 3,299.7 billion at year-end fiscal 2013. Investments increased by 6.6% from Rs. 2,398.6 billion at year-end fiscal 2012 to Rs. 2,556.7 billion at year-end fiscal 2013.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and balances with the Reserve Bank of India and other banks, including money at call and short notice. Cash and cash equivalents increased from Rs. 411.6 billion at year-end fiscal 2012 to Rs. 493.7 billion at year-end fiscal 2013. The increase was primarily due to an increase in term money lending and call money lending. The balances with the Reserve Bank of India decreased from Rs. 157.9 billion at year-end fiscal 2012 to Rs. 143.8 billion at year-end fiscal 2013 primarily due to reduction in cash reserve ratio requirement by 75 basis points from 4.75% at year-end fiscal 2012 to 4.00% at year-end fiscal 2013.

Investments

Total investments increased by 6.6% from Rs. 2,398.6 billion at year-end fiscal 2012 to Rs. 2,556.7 billion at year-end fiscal 2013, primarily due to an increase in investments in government securities, investments in the Rural Infrastructure Development Fund and in other related investments in lieu of a shortfall in meeting directed lending requirements, pass-through-certificates, and commercial paper and certificates of deposit by ICICI Bank. This was offset, in part, by a decrease in investments in mutual funds and corporate bonds and debentures. The investment of ICICI Bank in government securities increased from Rs. 873.9 billion in fiscal 2012 to Rs. 930.3 billion in fiscal 2013. We had an investment in government securities in India of Rs. 1,097.6 billion at year-end fiscal 2013, compared to Rs. 993.5 billion at year-end fiscal 2012.

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The investments of ICICI Prudential Life Insurance Company increased from Rs. 685.9 billion at year-end fiscal 2012 to Rs. 720.3 billion at year-end fiscal 2013. The investments, other than held to cover linked liabilities, increased from Rs. 107.7 billion at year-end fiscal 2012 to Rs. 145.1 billion at year-end fiscal 2013 primarily on account of increase in investment in government securities.

Investments of our overseas banking subsidiaries decreased primarily due to a decline in the investment portfolio of ICICI Bank UK offset, in part, by an increase in the investment portfolio of ICICI Bank Canada. ICICI Bank UK’s investment portfolio declined from Rs. 59.7 billion at year-end fiscal 2012 to Rs. 28.5 billion at year-end fiscal 2013 primarily due to a decline in investment in bonds on account of sales and maturities, a decrease in investment in mortgage backed securities on account of redemptions, and a decrease in investment in treasury bills. ICICI Bank Canada’s investment portfolio increased by 9.9% from Rs. 53.6 billion at year-end fiscal 2012 to Rs. 58.9 billion at year-end fiscal 2013 primarily due to an increase in investments in treasury bills.

Investments of ICICI Securities Primary Dealership limited increased by 26.5% from Rs. 76.7 billion at year-end fiscal 2012 to Rs. 97.0 billion at year-end fiscal 2013 primarily due to an increase in investments in government securities, bonds and debentures.

At year-end fiscal 2013, we had outstanding net investment of Rs. 0.8 billion in funded credit derivatives as compared to Rs. 1.5 billion at year-end fiscal 2012. At year-end fiscal 2013, the Bank had an outstanding net investment of Rs. 11.5 billion in security receipts issued by asset reconstruction companies in relation to sales of non-performing assets, compared to Rs. 18.3 billion at year-end fiscal 2012. See also “Business—Overview of Our Products and Services—Treasury”.

Advances

Net advances increased by 13.0% from Rs. 2,921.3 billion at year-end fiscal 2012 to Rs. 3,299.7 billion at year-end fiscal 2013 primarily due to an increase in domestic corporate and retail loans and an increase in ICICI Bank Canada’s loans primarily due to increase in securitized insured mortgages, commercial loans and commercial mortgages.

Net retail advances of ICICI Bank increased by 11.4% from Rs. 963.6 billion at year-end fiscal 2012 to Rs. 1,073.6 billion at year-end fiscal 2013. Net advances of the overseas branches (including the offshore banking unit) of ICICI Bank decreased in U.S. dollar terms by 0.7% from US$ 13.6 billion at year-end fiscal 2012 to US$ 13.5 billion at year-end fiscal 2013. In rupee terms, net advances of overseas branches (including offshore banking unit) increased by 5.7% from Rs. 694.0 billion at year-end fiscal 2012 to Rs. 733.6 billion at year-end fiscal 2013 due to rupee depreciation.

Net advances of overseas banking subsidiaries decreased in U.S. dollar terms by 1.5% from US$ 6.6 billion at year-end fiscal 2012 to US$ 6.5 billion at year-end fiscal 2013, however, in rupee terms, the net advances increased by 4.1% from Rs. 337.7 billion at year-end fiscal 2012 to Rs. 351.7 billion at year-end fiscal 2013 due to rupee depreciation. Advances of ICICI Bank Canada increased primarily due to an increase in the insured mortgages portfolio. Advances of ICICI Bank UK, in U.S. dollar terms, decreased from US$ 2.4 billion (Rs. 123.8 billion) at year-end fiscal 2012 to US$ 2.3 billion (Rs. l26.0 billion) at year-end fiscal 2013. Going forward, ICICI Bank UK will look at selective lending opportunities to highly rated entities, including trade and transaction banking products and smaller term loans to multinational corporations and subsidiaries of Indian companies in the United Kingdom and Europe. See also “Business – Loan Portfolio”.

Fixed and other assets

Fixed assets include premises, furniture and fixtures, assets given on lease and other fixed assets. Fixed assets increased marginally by 0.8% from Rs. 54.3 billion at year-end fiscal 2012 to Rs. 54.7 billion at year-end fiscal 2013. Other assets decreased by 15.7% from Rs. 407.1 billion at year-end fiscal 2012 to Rs. 343.4 billion at year-end fiscal 2013 primarily due to a decrease in mark-to-market on forex and derivatives trading transactions.

Liabilities and Stockholders’ Equity

The following table sets forth, at the dates indicated, the principal components of liabilities and stockholders’ equity.

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	At March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Deposits	Rs.	2,819,505	Rs.	3,147,705	US$	52,462		11.6	%
Borrowings(1)		1,612,966		1,728,882		28,815		7.2
Other liabilities(2),(3)		1,133,356		1,166,948		19,449		3.0
Minority interest		14,277		17,058		284		19.5
Total liabilities		5,580,104		6,060,593		101,010		8.6
Equity share capital		11,528		11,536		192		0.1
Reserves and surplus(4)		601,237		676,088		11,268		12.4
Total liabilities (including capital and reserves)	Rs.	6,192,869	Rs.	6,748,217	US$	112,470		9.0	%

(1) Includes subordinated debt and redeemable non-cumulative preference shares.

(2) Includes proposed dividend (including corporate dividend tax) of Rs. 26.4 billion for fiscal 2013 (fiscal 2012: Rs. 21.5 billion).

(3) The Bank has presented mark-to-market gain or loss on forex and derivatives transactions on a gross basis. This was previously presented on a net basis, and the net positive mark-to-market was recorded in ‘Other Assets’, while the net negative mark-to-market was recorded in ‘Other Liabilities’. Accordingly, the gross negative mark-to-market amounting to Rs. 108.3 billion has been included in other liabilities at year-end fiscal 2013. Consequent to the change, other liabilities have increased by Rs. 151.0 billion at year-end fiscal 2012.

(4) Includes Employees Stock Options Outstanding.

Our total liabilities (including capital and reserves) increased by 9.0% from Rs. 6,192.9 billion at year-end fiscal 2012 to Rs. 6,748.2 billion at year-end fiscal 2013, primarily due to an increase in deposits and borrowings.

Deposits

Deposits increased by 11.6% from Rs. 2,819.5 billion at year-end fiscal 2012 to Rs. 3,147.7 billion at year-end fiscal 2013. Term deposits of ICICI Bank increased from Rs. 1,444.8 billion at year-end fiscal 2012 to Rs. 1,700.4 billion at year-end fiscal 2013, while savings account deposits increased from Rs. 760.5 billion at year-end fiscal 2012 to Rs. 856.5 billion at year-end fiscal 2013; current deposits increased from Rs. 349.7 billion at year-end fiscal 2012 to Rs. 369.3 billion at year-end fiscal 2013. The current and savings account deposits of ICICI Bank increased from Rs. 1,110.2 billion at year-end fiscal 2012 to Rs. 1,225.8 billion at year-end fiscal 2013.

The deposits of ICICI Bank UK decreased from Rs. 122.7 billion at year-end fiscal 2012 to Rs. 97.7 billion at year-end fiscal 2013, primarily due to maturity of term deposits and reduction in the savings account deposits. The deposits of ICICI Bank Canada decreased from Rs. 147.0 billion at year-end fiscal 2012 to Rs. 128.8 billion at year-end fiscal 2013, primarily due to a decrease in term deposits from Rs. 104.3 billion at year-end fiscal 2012 to Rs. 85.7 billion at year-end fiscal 2013.

Our total term deposits increased from Rs. 1,631.7 billion at year-end fiscal 2012 to Rs. 1,846.3 billion at year-end fiscal 2013, while savings deposits increased from Rs. 829.1 billion at year-end fiscal 2012 to Rs. 921.7 billion at year-end fiscal 2013. Total deposits at year-end fiscal 2013 formed 64.5% of our funding (i.e., deposits and borrowings, including subordinated debt and redeemable non-cumulative preference shares). See also “Business—Funding”.

Borrowings

Borrowings (including redeemable non-cumulative preference shares and subordinated debt) increased by 7.2% from Rs. 1,613.0 billion at year-end fiscal 2012 to Rs. 1,728.9 billion at year-end fiscal 2013. The increase in borrowings of ICICI Bank was on account of debt capital instruments borrowings, refinance borrowings, short-term borrowings and overseas borrowings. The above increase was offset by a decrease in borrowings under the Liquidity Adjustment Facility with the Reserve Bank of India at year-end fiscal 2013. The increase in overseas borrowing was primarily due to rupee depreciation. The borrowings of overseas branches of ICICI Bank (including our offshore

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banking unit) decreased in USD terms by 5.4% from US$ 13.0 billion at year-end fiscal 2012 to US$ 12.3 billion at year-end fiscal 2013. In rupee terms, borrowings of overseas branches (including our offshore banking unit) increased marginally by 1.0% from Rs. 661.9 billion at year-end fiscal 2012 to Rs. 668.7 billion at year-end fiscal 2013.

Further, there was an increase in borrowings of ICICI Bank Canada due to an increase in securitized borrowings of insured mortgages. The borrowings of ICICI Bank UK increased due to increase in bonds issued and borrowings under repurchase transactions during fiscal 2013. See also “Business—Funding”.

Other liabilities

Other liabilities primarily consist of liabilities on insurance policies in force, pertaining to our insurance subsidiaries and proposed dividend, including corporate dividend tax. Other liabilities increased by 3.0% from Rs. 1,133.4 billion at year-end fiscal 2012 to Rs. 1,166.9 billion at year-end fiscal 2013 primarily due to an increase in liabilities on policies in force of our life insurance business from Rs. 662.3 billion at year-end fiscal 2012 to Rs. 689.1 billion at year-end fiscal 2013. This increase in liabilities on insurance policies in force was due to improved market conditions and an increase in non-linked assets during fiscal 2013.

Other liabilities include proposed dividends (including corporate dividend tax) of Rs. 26.4 billion for fiscal 2013 compared to Rs. 21.5 billion in fiscal 2012. In India, dividends declared for a fiscal year are normally paid in the following year. We declared a dividend of Rs. 16.50 per equity share for fiscal 2012, which was paid in fiscal 2013. We declared a dividend of Rs. 20.00 per equity share for fiscal 2013, which was paid in fiscal 2014.

Equity share capital and reserves

Stockholders’ equity increased from Rs. 612.8 billion at year-end fiscal 2012 to Rs. 687.6 billion at year-end fiscal 2013 primarily due to the annual accretion to reserves out of profit for fiscal 2013.

Off Balance Sheet Items, Commitments and Contingencies

Foreign Exchange and Derivatives Contracts

We enter into foreign exchange forwards, options, swaps and other derivatives products to enable customers to transfer, modify or reduce their foreign exchange and interest rate risks and to manage our own interest rate and foreign exchange positions. These instruments are used to manage foreign exchange and interest rate risk relating to specific groups of on-balance sheet assets and liabilities.

The following table sets forth, at the dates indicated, the notional amount of foreign exchange and interest rate derivatives contracts.

	Notional principal amounts								Balance sheet fair value(1)
	At March 31,								At March 31,
	2012		2013		2014		2014		2012			2013			2014			2014
	(in millions)
Interest rate products:
Swap agreements	Rs.	3,611,341	Rs.	3,416,506	Rs.	3,476,714	US$	57,945	Rs.	27,017		Rs.	26,282		Rs.	14,544		US$	242
Others		214,565		95,195		102,529		1,709		53			30			(38	)		(1	)
Total interest rate products	Rs.	3,825,906	Rs.	3,511,701	Rs.	3,579,243	US$	59,654	Rs.	27,070		Rs.	26,313		Rs.	14,506		US$	242
Foreign exchange products:
Forward contracts	Rs.	3,552,805	Rs.	2,838,268	Rs.	2,839,616	US$	47,327	Rs.	13,428		Rs.	1,657		Rs.	2,417		US$	40
Swap agreements		703,775		637,317		616,816		10,280		19,615			6,881			8,532			142
Others		603,254		404,839		450,440		7,507		(2,945	)		(6,422	)		(9,223	)		(154	)
Total foreign exchange products	Rs.	4,859,834	Rs.	3,880,424	Rs.	3,906,872	US$	65,114	Rs.	30,098		Rs.	2,116		Rs.	1,726		US$	28

(1) Denotes the net mark-to-market impact of the derivatives and foreign exchange products on the reporting date.

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The notional principal amount of interest rate products increased to Rs. 3,579.2 billion at year-end fiscal 2014, compared to Rs. 3,511.7 billion at year-end fiscal 2013. The notional principal amount of foreign exchange products increased to Rs. 3,906.9 billion at year-end fiscal 2014, compared to Rs. 3,880.4 billion at year-end fiscal 2013. The credit exposure on interest rate derivatives was Rs. 79.9 billion at year-end fiscal 2014, compared to Rs. 82.7 billion at year-end fiscal 2013. The credit exposure on foreign exchange derivatives was Rs. 243.1 billion at year-end fiscal 2014, compared to Rs. 218.1 billion at year-end fiscal 2013.

An interest rate swap does not entail the exchange of notional principal, and the cash flow arises because of the difference between the interest rate pay and receive portions of the swap, which is generally much lower than the notional principal of the swap. A large proportion of interest rate swaps, currency swaps and forward exchange contracts are on account of market making, which involves providing regular two-way prices to customers or inter-bank counter-parties. This results in the generation of a higher number of outstanding transactions, and hence a large value of gross notional principal of the portfolio. For example, if a transaction entered into with a customer is covered by an exactly opposite transaction entered into with another counterparty, the net market risk of the two transactions will be zero whereas the notional principal amount of the portfolio will be the sum of both transactions. We had no funded credit derivatives instruments and non-funded credit derivatives instruments at year-end fiscal 2014. The notional principal amount of these credit derivatives outstanding at year-end fiscal 2013, excluding accrued interest, was Rs. 0.8 billion in funded instruments and Rs. 3.5 billion in non-funded instruments.

Securitization

We primarily securitize retail and corporate loans through securitization transactions involving special purpose entities, usually constituted as trusts. Post securitization of the loans, we generally continue to maintain customer account relationships and service loans transferred to the securitization trusts. The securitization transactions can be either with or without credit enhancement. In accordance with the Reserve Bank of India guidelines for securitization of standard assets, with effect from February 1, 2006, the Bank accounts for any loss arising from securitization immediately at the time of sale, and the profit/premium arising from securitization is amortized over the life of the securities issued or to be issued by the special purpose vehicle to which the assets are sold. In accordance with the Reserve Bank of India guidelines for securitization of standard assets, with effect from May 7, 2012, the Bank accounts for any loss arising from securitization immediately at the time of sale and the profit/premium arising from securitization is amortized over the life of the transaction based on the method prescribed by the Reserve Bank of India guidelines.

The Bank acts in different capacities and under different contracts for a consideration including as originator, liquidity or credit enhancement provider, underwriter and senior contributor.

In a securitization transaction, the excess interest spreads from the underlying assets in securitization transactions are generally subordinated to provide credit enhancement. In addition to the subordination of excess interest spreads, the Bank in a separate capacity provides external credit enhancement facilities to mitigate cash flow shortfalls that may arise from the underlying asset delinquencies. These facilities include first loss credit enhancement representing the first or primary level of protection provided to bring the ratings accorded to the beneficial interests of senior contributors to investment grade. The Bank also provides second loss credit enhancement representing a subsequent level of protection provided to protect the beneficiaries against further cash flow shortfalls. The first loss and second loss credit enhancements are provided either in the form of undertakings or cash collateral in a current account operated by the trust. The total outstanding first loss credit enhancements at year-end fiscal 2014 were Rs. 2.6 billion and second loss credit enhancements were Rs. 2.4 billion. There were no outstanding credit enhancements in the form of guarantees.

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The Bank, in a separate capacity, provides liquidity facilities to help smoothen the timing differences faced by the special purpose vehicles between the receipt of cash flows from the underlying assets and the payments to be made to the investors. The liquidity facility enjoys a priority of claim over the future cash flows from the underlying assets, which is even senior to the claims of the senior contributors. The Bank also invests as a senior contributor in issuances by other originators.

Loan Commitments

We have outstanding undrawn commitments to provide loans and financing to customers. These loan commitments aggregated to Rs. 1,068.4 billion (including fund-based commitments fungible with non-fund-based facilities) at year-end fiscal 2014, compared to Rs. 1,363.6 billion at year-end fiscal 2013. The interest rate on a significant portion of these commitments is dependent on the lending rates prevailing on the date of the loan disbursement. Further, the commitments have fixed expiration dates and are contingent upon the borrower’s ability to maintain specific credit standards.

Capital Commitments

We are obligated under a number of capital project contracts which have been committed. The estimated amounts of contracts remaining to be executed on capital projects increased from Rs. 3.8 billion at year-end fiscal 2013 to Rs. 6.1 billion at year-end fiscal 2014.

The following table sets forth certain contractual obligations at year-end fiscal 2014.

	Payments due by period
Contractual Obligations	Total		Less than 1 year			1-3 years			3-5 years		More than 5 years
	(in millions, except percentages)
Long-term debt obligations	Rs.	1,283,117	Rs.	132,933		Rs.	431,482		Rs.	359,328	Rs.	359,374
Time deposits		2,073,170		1,501,408			447,173			108,211		16,378
Life-insurance obligations(1)		1,227,809		(16,125	)		(141,887	)		18,418		1,367,403
Gratuity obligations(2)		12,351		1,135			2,314			2,681		6,221	(3)
Pension obligations(2)		8,856		442			1,452			1,982		4,980	(3)
Operating lease obligations		2,042		667			1,031			229		115
Guarantees
Financial guarantees		532,814		316,952			154,696			50,044		11,122
Performance guarantees		554,784		288,917			177,039			56,495		32,333
Total	Rs.	5,694,943	Rs.	2,226,329		Rs.	1,073,300		Rs.	597,388	Rs.	1,797,926

(1) The amounts shown represent an estimate of undiscounted cash flows under life insurance contracts. The cash flows shown consist of expected benefit payments net of premiums receivable as per the contractual terms. Cash flows associated with benefit payments are projected based on assumptions for factors like mortality and investment returns. The cash flows included in the above table are different from the liabilities on policies in effect on March 31, 2014 that are disclosed in the balance sheet because the liabilities are disclosed at discounted values and include an allowance for other non-contractual cash flows, such as expenses.

(2) Based on actuarial assumptions.

(3) Based on outflow estimates between five and ten years.

Long-term debt obligations

Long-term debt represents debt with an original contractual maturity greater than one year. Maturity distribution is based on contractual maturity or the date, at which the debt is callable at the option of the holder, whichever is earlier. For a detailed discussion on long-term debt, see note 3 to our “Consolidated Financial Statements—Additional Notes” included herein.

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Time deposits

Time deposits represent deposits with fixed maturity terms. Generally, time deposits can be withdrawn by the depositors any time before maturity, subject to certain prepayment charges.

Life insurance obligations

Life insurance obligations primarily include liabilities for life insurance policies, including both unit-linked and non-linked policies.

A unit-linked life insurance policy is a policy in which the cash value of the policy varies according to the net asset value of units (i.e., shares) in investment assets chosen by the policyholder. The liability for unit-linked life insurance policies is equal to the net asset value of the units in each policy as of the valuation date. Certain of our unit-linked life insurance policies carry financial payout guarantees, and the liability for these policies takes into account both the net asset values of the units and these guarantees.

The liability for non-linked life insurance policies is calculated using the gross premium method using assumptions for interest, mortality, expense and inflation. This method is used for both participating and non-participating policies; however, for participating policies, the method also uses assumptions for future bonuses, together with allowances for taxation and allocation of profits to shareholders. These assumptions are determined as prudent estimates at the date of valuation with allowances for adverse deviations.

Gratuity obligations

We provide gratuity, a defined benefit retirement plan covering all employees who retire or resign after a minimum prescribed period of continuous service. The plan provides a lump sum payment to eligible employees at retirement or termination of employment based on the respective employee’s salary and years of employment with us.

The gratuity benefit is provided to employees through either an in-house fund or separate funds managed by Life Insurance Corporation of India Limited and ICICI Prudential Life Insurance Company Limited. We are responsible for settling the gratuity obligation through contribution to these funds.

Pension obligations

The Bank provides pensions—deferred retirement plans—covering certain employees of the former Bank of Madura, Sangli Bank and Bank of Rajasthan. The plans provide for monthly pension payments to these employees when they retire. These payments are based on the respective employee’s years of service with the Bank and applicable salary and also include a cost of living adjustment. Pension funds for employees in service who previously worked at the former Bank of Madura, Sangli Bank or Bank of Rajasthan are managed in an in-house trust and the liability is funded as per actuarial valuation.

Pursuant to a master policy, the Bank purchases annuities from Life Insurance Corporation and ICICI Prudential Life Insurance Company Limited for the benefit of employees upon their retirement. These annuities provide the pension payments to retired employees of the former Bank of Madura, Sangli Bank and Bank of Rajasthan.

Operating lease obligations

We have commitments under long-term operating leases principally for premises. The following table sets forth a summary of future minimum lease rental commitments at year-end fiscal 2014.

Lease rental commitments for fiscal	(in millions)
2015	Rs.	667
2016		624
2017		407
2018		199
2019		30
Thereafter		115
Total minimum lease commitments	Rs.	2,042

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Guarantees

As a part of our project financing and commercial banking activities, we have issued bank guarantees to support business requirements of our clients. Guarantees represent irrevocable assurances that the Bank will pay in the event a customer fails to fulfill its financial or performance obligations. Financial guarantees are obligations to pay a third party beneficiary, when a customer fails to make payment towards a specified financial obligation. Performance guarantees are obligations to pay a third party beneficiary, where a customer fails to perform a non-financial contractual obligation. The guarantees are generally for a period not exceeding 10 years. The credit risks, as well as the operating risks, associated with bank guarantees are similar to those relating to other types of unfunded facilities. We enter into guarantee arrangements after conducting appropriate due diligence on our clients. We generally review these facilities on an annual basis. If a client’s risk profile deteriorates to an unacceptable level, we may choose not to renew the guarantee upon expiry or may require additional security sufficient to protect our exposure. Guarantees increased by 8.8% from Rs. 999.2 billion at year-end fiscal 2013 to Rs. 1,087.6 billion at year-end fiscal 2014.

The following table sets forth, at the dates indicated, guarantees outstanding.

	At year-end fiscal
	2012		2013		2013/2012 % change			2014		2014		2014/2013 % change
	(in millions, except percentages)
Financial guarantees	Rs.	338,207	Rs.	292,767		(13.4	)%	Rs.	532,814	US$	9,247		82.0	%
Performance guarantees		659,121		706,453		7.2			554,784		8,880		(21.5	)
Total guarantees	Rs.	997,328	Rs.	999,220		0.2	%	Rs.	1,087,598	US$	18,127		8.8	%

Financial guarantees constituted approximately 49% of our guarantee exposure at year-end fiscal 2014. Of these financial guarantees, approximately 23% were issued towards risk participation, syndication and favoring other lenders as beneficiaries to allow our clients to avail credit assistance or credit enhancement from other lenders. The balance of financial guarantees were issued to support other business requirements of our clients, such as guarantees for the procurement of goods or guarantees in lieu of security/cash deposits etc. Performance guarantees constituted 51% of our guarantee exposure at year-end fiscal 2014. In fiscal 2014, based on the guidelines issued by the Reserve Bank of India, advance payment guarantees earlier classified as performance guarantees were re-classified as financial guarantees.

Illustrative examples of client business activities requiring guarantees include: contracts to procure goods from suppliers where guarantees are obtained by clients to provide suppliers with assurance of payment in case the clients fail to pay upon receipt of goods; submission of bids for projects where guarantees are obtained by clients to provide assurance of performance of contract obligations in case the bid is awarded to them; advances against goods or services to be supplied by clients to their own customers where guarantees are obtained by clients to assure their customers of a refund of the advance in case the clients are unable to supply goods or services; guarantees provided in lieu of security deposits or cash deposits that clients would otherwise be required to maintain with stock exchanges; commodity exchanges, regulatory authorities or other bodies, or for participating in tenders or in other business contracts; and guarantees obtained by clients in favor of lenders that enable the clients to receive credit assistance or credit enhancement from lenders by providing such lenders with assurance of payment.

Upon default by a client under the terms of the guarantee, the beneficiary may exercise its rights under the guarantees, and we are obligated to honor payments to the beneficiaries. Banks and financial institutions are beneficiaries for some of our financial guarantees, so as to enable clients to receive financial assistance from these banks and financial institutions. If our clients default on such loans, the banks and financial institutions may exercise their rights under the guarantee and we are obligated to honor payments to them. Amounts that we pay to the other banks and financial institutions and do not recover from clients are subject to the Reserve Bank of India’s prudential norms on income recognition, asset classification and provisioning pertaining to advances.

We also issue guarantees for clients to whom we have provided other funded facilities in the form of loans. The outstanding amount of such guarantees related to non-performing or restructured loans was Rs. 47.9 billion at year-end fiscal 2014. The guarantees we issue are not unilaterally changed or revised when a related loan is restructured. Guarantees are valid for a specified amount and a specified period. Any change in expiry date or amount requires

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the consent of both the beneficiary and the guarantor. We generally provide guarantee facilities to our customers for a validity period of 12-18 months.

In some cases, we have collateral available to reimburse potential losses on our guarantees. Margins in the form of cash and fixed deposit available to us to reimburse losses realized under guarantees amounted to Rs. 53.3 billion at year-end fiscal 2014, compared to Rs. 45.6 billion at year-end fiscal 2013. Other property or security may also be available to us to cover losses under these guarantees.

Our related party guarantees amounted to Rs. 0.1 million at year-end fiscal 2014.

The following table sets forth the roll-forward of activity for guarantees at year-end fiscal 2014.

Particulars	Performance Guarantees			Financial Guarantees
	(in millions)
Opening balance at April 1, 2013	Rs.	706,453		Rs.	292,767
Re-classification based on the Reserve Bank of India guidelines		(189,759	)		189,759
Additions: Issued during the year		382,737			368,832
Deletions: Closed due to expiry/termination during the year		(333,163	)		(313,210	)
Invoked and paid during the year		(11,484	)		(5,334	)
Closing balance at year-end fiscal 2014	Rs.	554,784		Rs.	532,814

Capital Resources

ICICI Bank actively manages its capital to meet regulatory norms and current and future business needs, considering the risks in its businesses, expectations of rating agencies, shareholders and investors, and the available options of raising capital. Its capital management framework is administered by the Finance Group and the Risk Management Group under the supervision of the Board and the Risk Committee. The capital adequacy position and assessment is reported to the Board and the Risk Committee periodically.

Regulatory capital

ICICI Bank was subject to Basel II capital adequacy guidelines stipulated by the Reserve Bank of India from March 31, 2008 until March 31, 2013.

During fiscal 2013, the Reserve Bank of India issued final Basel III guidelines, applicable with effect from April 1, 2013 in a phased manner through March 31, 2019 as per the transitional arrangement determined by the Reserve Bank of India for Basel III implementation. The Basel III rules on capital consist of measures on improving the quality, consistency and transparency of capital, enhancing risk coverage, introducing a supplementary leverage ratio, reducing pro-cyclicality and promoting counter-cyclical buffers and addressing systemic risk and inter-connectedness.

At year-end fiscal 2014, ICICI Bank was required to maintain a minimum Common Equity Tier 1 risk-based capital ratio of 5.0%, a minimum Tier 1 risk-based capital ratio of 6.5% and a minimum total risk-based capital ratio of 9.0%.

Under Pillar 1 of the Reserve Bank of India’s Basel III guidelines, ICICI Bank follows the standardized approach for measurement of credit risk, standardized duration method for measurement of market risk and the basic indicator approach for measurement of operational risk. ICICI Bank is in the process of implementing various projects for migrating to the advanced approaches for calculating risk-based capital requirements.

Unconsolidated capital adequacy position

The following table sets forth, at the dates indicated, regulatory capital, risk-weighted assets and risk-based capital ratios computed in accordance with the Reserve Bank of India’s Basel III guidelines and based on ICICI Bank’s unconsolidated financial statements prepared in accordance with Indian GAAP.

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	As per the Reserve Bank of India’s Basel III guidelines
	At year-end fiscal
	2014			2014
	(in millions, except percentages)
Common Equity Tier 1 capital	Rs.	637,381		US$	10,623
Tier 1 capital		637,381		US$	10,623
Tier 2 capital		245,131			4,086
Total capital	Rs.	882,512		US$	14,709
Credit risk- risk-weighted assets	Rs.	4,409,130		US$	73,485
Market risk- risk-weighted assets		265,735			4,429
Operational risk- risk-weighted assets		311,163			5,186
Total risk-weighted assets	Rs.	4,986,028		US$	83,100
Common Equity Tier 1 risk-based capital ratio		12.8	%
Tier 1 risk-based capital ratio		12.8	%
Tier 2 risk-based capital ratio		4.9	%
Total risk-based capital ratio		17.7	%

The above table shows that ICICI Bank is well capitalized to meet Basel III capital requirements with Common Equity Tier 1 risk-based capital ratio of 12.8%, Tier 1 risk-based capital ratio of 12.8% and total risk-based capital ratio of 17.7% against the current requirement of minimum Common Equity Tier 1 risk-based capital ratio of 5.0%, a minimum Tier 1 risk-based capital ratio of 6.5% and a minimum total risk-based capital ratio of 9.0% respectively.

The following table sets forth, at the dates indicated, regulatory capital, risk-weighted assets and risk-based capital ratios computed in accordance with the Reserve Bank of India’s Basel II guidelines and based on ICICI Bank’s unconsolidated financial statements prepared in accordance with Indian GAAP.

	As per the Reserve Bank of India’s Basel II guidelines
	At year-end fiscal
	2013			2014			2014
	(in millions, except percentages)
Tier 1 capital	Rs.	565,616		Rs.	665,400		US$	11,090
Tier 2 capital		262,739			264,884			4,415
Total capital	Rs.	828,355		Rs.	930,284		US$	15,505
Credit risk- risk-weighted assets	Rs.	3,894,818		Rs.	4,333,787		US$	72,230
Market risk- risk-weighted assets		254,681			232,018			3,867
Operational risk- risk-weighted assets		269,936			311,163			5,186
Total risk-weighted assets	Rs.	4,419,435		Rs.	4,876,968		US$	81,283
Tier 1 risk-based capital ratio		12.8	%		13.7	%
Tier 2 risk-based capital ratio		5.9	%		5.4	%
Total risk-based capital ratio		18.7	%		19.1	%

Movement in ICICI Bank’s capital funds and risk-weighted assets from year-end fiscal 2013 to year-end fiscal 2014 (as per the Reserve Bank of India’s Basel II guidelines):

During fiscal 2014, capital funds (net of deductions) increased by Rs. 102.0 billion from Rs. 828.3 billion at year-end fiscal 2013 to Rs. 930.3 billion at year-end fiscal 2014. The increase in the capital funds was due to accretion to reserves out of profit, decrease in deduction on account of securitization and repatriation of capital from an overseas banking subsidiary.

Risk-weighted assets relating to credit risk increased by Rs. 439.0 billion from Rs. 3,894.8 billion at year-end fiscal 2013 to Rs. 4,333.8 billion at year-end fiscal 2014, due to an increase of Rs. 385.6 billion in risk-weighted assets for on-balance sheet exposures and an increase of Rs. 53.4 billion in risk-weighted assets for off-balance sheet credit exposures.

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Risk-weighted assets relating to market risk decreased by Rs. 22.7 billion from Rs. 254.7 billion at year-end fiscal 2013 to Rs. 232.0 billion at year-end fiscal 2014, due to a decrease in general market risk risk-weighted assets by Rs. 25.7 billion (reflecting a capital charge of Rs. 2.3 billion), offset, in part, by increase in specific market risk risk-weighted assets by Rs. 3.0 billion (reflecting a capital charge of Rs. 0.3 billion).

Risk-weighted assets relating to operational risk at year-end fiscal 2014 were Rs. 311.2 billion (reflecting a capital charge of Rs. 28.0 billion). The operational risk capital charge is computed based on 15% of the average of the previous three financial years’ gross income and is revised on an annual basis at June 30.

Consolidated capital adequacy position

Consolidation for regulatory capital calculations is based on the consolidated financial statements of ICICI Bank and its subsidiaries, in line with the standards on consolidated prudential reporting issued by the Reserve Bank of India. The entities considered for consolidation for regulatory capital calculations include subsidiaries, associates and joint ventures of the Bank, which carry on activities of a banking or of a financial nature as stated in the reporting guidelines prescribed by the Reserve Bank of India. Entities engaged in the insurance business and businesses not pertaining to financial services are excluded from consolidation for capital adequacy calculation. As per Basel III guidelines stipulated by the Reserve Bank of India, equity and other regulatory capital investments in the unconsolidated insurance and non-financial subsidiaries will be deducted from consolidated regulatory capital of the group.

At year-end fiscal 2014, our total risk-based capital ratio at the consolidated level as per Basel III guidelines stipulated by the Reserve Bank of India were Common Equity Tier 1 risk-based capital ratio of 13.0%, Tier 1 risk-based capital ratio of 13.1% and total risk-based capital ratio of 18.3% against the current requirement of minimum Common Equity Tier 1 capital ratio of 5.0%, a minimum Tier 1 capital ratio of 6.5% and a minimum total capital ratio of 9.0% respectively.

Internal assessment of capital

ICICI Bank’s capital management framework includes a comprehensive internal capital adequacy assessment process conducted annually which determines the adequate level of capitalization for ICICI Bank to meet regulatory standards and current and future business needs, including under stress scenarios. The internal capital adequacy assessment process is formulated at both the stand alone bank level and the consolidated group level. The process encompasses capital planning for a four-year time horizon, identification and measurement of material risks and the relationship between risk and capital.

The capital management framework is complemented by the risk management framework, which includes a comprehensive assessment of material risks. Stress testing, which is a key aspect of the capital assessment process and the risk management framework, provides an insight on the impact of extreme but plausible scenarios on the risk profile and capital position. Based on our Board-approved stress testing framework, we conduct stress tests on our various portfolios and assess the impact on our capital ratios and the adequacy of our capital buffers for current and future periods. We periodically assess and refine our stress tests in an effort to ensure that the stress scenarios capture material risks as well as reflect possible extreme market moves that could arise as a result of market conditions. The business and capital plans and the stress testing results of the ICICI Bank entities are integrated into the internal capital adequacy assessment process.

Based on the internal capital adequacy assessment process, we determine the level of capital that needs to be maintained by considering the following in an integrated manner:

· strategic focus, business plan and growth objectives;

· regulatory capital requirements as per the Reserve Bank of India guidelines;

· assessment of material risks and impact of stress testing;

· perception of credit rating agencies, shareholders and investors;

· future strategy with regard to investments or divestments in subsidiaries; and

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· evaluation of options to raise capital from domestic and overseas markets, as permitted by the Reserve Bank of India from time to time.

Impending regulatory developments associated with capital adequacy

On March 27, 2014, the Reserve Bank of India deferred the introduction of a capital conservation buffer by a year to March 31, 2016. Basel III guidelines will now be fully implemented in India by March 31, 2019.

In July 2014, the Reserve Bank of India issued final report on implementation of counter-cyclical capital buffer. According to the guidelines, the counter-cyclical capital buffer would range from 0% to 2.5% of risk-weighted assets of banks. The variation in the credit-to-gross domestic product ratio from its long-term trend would be a key parameter for identifying business cycles.

In July 2014, the Reserve Bank of India issued a final framework on capital surcharge for domestic systemically important banks. The higher capital requirements applicable to domestic systemically important banks would be implemented in a phased manner from April 2016 to April 2019. Domestic systemically important banks would be required to have additional Common Equity Tier 1 capital ranging from 0.2% to 0.8% of risk-weighted assets.

The Reserve Bank of India, through its circular in December 2013, deferred the introduction of credit value adjustment risk capital charge for over the counter derivatives. Credit value adjustment captures the risk of mark-to-market losses due to deterioration in the credit worthiness of a counterparty. Credit value adjustment risk capital charge is effective from April 1, 2014.

In January 2014, the Reserve Bank of India issued the final guidelines on the treatment of exposures to entities with unhedged foreign currency exposure wherein it introduced incremental provisioning and capital requirements for banks’ exposures to entities with unhedged foreign currency exposures based on the likely loss to the entity due to movement in foreign exchange rates. The requirements are effective from April 1, 2014.

ICICI Bank continues to monitor further developments and believe that its current robust capital adequacy position and demonstrated track record of access to domestic and overseas markets for capital raising will enable it to adapt to the Basel III framework.

Liquidity Risk

Liquidity risk is the current and prospective risk arising out of an inability to meet financial commitments as they fall due, through available cash flows or through the sale of assets at fair market value. It includes both the risk of unexpected increases in the cost of funding an asset portfolio at appropriate maturities and the risk of being unable to liquidate a position in a timely manner at a reasonable price.

The goal of liquidity risk management is to be able, even under adverse conditions, to meet all liability repayments on time and to fund all investment opportunities by raising sufficient funds either by increasing liabilities or by converting assets into cash expeditiously and at reasonable cost.

Most of the Bank’s incremental funding requirements are met through short-term funding sources, primarily in the form of deposits including inter-bank deposits. However, a large portion of the Bank’s assets, primarily the corporate and project finance and home loan portfolio, have medium or long-term maturities, creating a potential for funding mismatches. The Bank actively monitors its liquidity position and attempts to maintain adequate liquidity at all times to meet all the requirements of its depositors and bondholders, while also meeting the credit demand of its customers.

The Bank seeks to establish a continuous information flow and an active dialogue between the funding and borrowing divisions of the organization to enable optimal liquidity management. A separate group is responsible for liquidity management. The Bank is required to submit a rupee gap reports for domestic operations on a fortnightly basis to the Reserve Bank of India. Pursuant to the Reserve Bank of India guidelines, the liquidity gap (if negative) must not exceed 5.0%, 10.0%, 15.0% and 20.0% of cumulative outflows in the 1-day, up to 7-day, up to 14-day and up to 28-day time categories, respectively. As per the Reserve Bank of India guidelines on liquidity risk management, these limits on near term liquidity gaps are applicable for rupee liquidity gaps in domestic operations of the Bank and country-wise for overseas branch operations. The Bank prepares a daily maturity gap analysis for the rupee book for domestic and overseas operations. The Bank’s static gap analysis is also supplemented by a short-

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term dynamic cash-flow analysis, in order to provide the liability raising units with a fair estimate of its funding requirements in the near-term. In addition, the Bank also monitors certain liquidity ratios on a fortnightly basis. The Bank has a liquidity contingency plan in place, through which it monitors key indicators that could signal potential liquidity challenges, to enable it to take necessary measures to ensure sufficient liquidity.

The Bank maintains diverse sources of liquidity to facilitate flexibility in meeting funding requirements. Incremental operations in India are principally funded by accepting deposits from retail and corporate depositors. The deposits are augmented by borrowings in the short-term inter-bank market and through the issuance of bonds. The Bank also has recourse to the liquidity adjustment facility, marginal standing facility and the refinance window which are short-term funding arrangements provided by the Reserve Bank of India. The Bank generally maintains a substantial portfolio of high quality liquid securities that may be sold on an immediate basis to meet our liquidity needs. The Bank also has the option of managing liquidity by borrowing in the inter-bank market on a short-term basis. The overnight market, which is a significant part of the inter-bank market, is susceptible to volatile interest rates. These interest rates on certain occasions have touched highs of 100.0% and above. To curtail reliance on such volatile funding, the Bank’s liquidity management policy has stipulated daily limits for borrowing and lending in this market. The Bank’s limit on daily borrowing is more conservative than the limit set by the Reserve Bank of India. ICICI Securities Primary Dealership, like us, relies for a certain proportion of its funding on the inter-bank market for overnight money and is therefore also exposed to similar risk of volatile interest rates.

The Bank’s gross liquid assets consist of cash, nostro balances, overnight and other short-term money market placements, government bonds and treasury bills (including investments eligible for reserve requirements and net of borrowings on account of repurchase agreements and the liquidity adjustment facility), corporate bonds (rated AA and above), other money market investments such as commercial paper and certificates of deposits and mutual fund investments. The Bank deducts short-term money-market borrowings (borrowings with maturity up to 28 days) from the aggregate of these assets to determine net liquid assets. In addition to aforementioned liquid assets, the Bank has access to other reliable sources of liquidity, such as unutilized refinance and standing facilities from the Reserve Bank of India.

The Bank maintains a significant portion of its demand and time liabilities in forms required pursuant to regulatory reserve requirements imposed by the Reserve Bank of India. The Reserve Bank of India stipulates a cash reserve ratio applicable to Indian banks, which requires the Bank to maintain an average percentage of its demand and time liabilities as a cash balance deposited with the Reserve Bank of India over 14-day periods. At year-end fiscal 2014, the cash reserve ratio requirement percentage was 4.00%. In addition, cash reserves may not fall below 95% of the required cash reserve ratio on any day during any 14-day reporting period.

The Reserve Bank of India also stipulates a statutory liquidity ratio applicable to Indian banks, which requires the Bank to maintain a certain percentage of demand and time liabilities in certain prescribed investments. At year-end fiscal 2014, the statutory liquidity ratio requirement percentage was 23%. The Reserve Bank of India in its policy dated June 3, 2014 reduced the statutory liquidity ratio by 50 basis points from 23.0% to 22.5% with effect from the fortnight beginning June 14, 2014. The Bank generally holds more statutory liquidity ratio eligible securities than the statutory liquidity ratio requirement. Statutory liquidity ratio eligible instruments include cash, gold or approved unencumbered securities.

At various overseas branches of the Bank, certain reserves are maintained pursuant to local regulations. The Bank has complied with these local reserve requirements during fiscal 2014.

The Reserve Bank of India on June 9, 2014 issued final guidelines on the Basel III framework on liquidity standards including liquidity coverage ratio, liquidity risk monitoring tools and liquidity coverage ratio disclosure standards. The liquidity coverage ratio promotes short-term resilience of banks to potential liquidity disruptions by ensuring that banks have sufficient high quality liquid assets to survive an acute stress scenario lasting for 30 days. As per the guidelines, the liquidity coverage ratio requirement will be effective January 1, 2015 with a minimum requirement of 60%, and will rise in equal steps to reach 100% on January 1, 2019. 

The Bank maintains liquid assets in addition to Statutory Liquidity Ratio and Cash Reserve Ratio requirement. Throughout fiscal 2014, the Bank maintained adequate reserves as per the regulatory requirements mentioned above.

The following table indicates the details of the components of average and balance sheet date liquid assets of the Bank.

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	At March 31, 2013			Fortnightly average for fiscal 2014			At March 31, 2014
	(in billions)
Statutory liquidity ratio eligible investments and other government securities, net of borrowings on account of repurchase agreement, liquidity adjustment facility and collateralized borrowings	Rs.	781.6		Rs.	847.4		Rs.	879.6
Balance with central banks and current accounts with other banks		166.5			186.6			201.0
Other liquid assets		397.5			251.7			369.9
Gross liquid assets		1,345.6			1,285.7			1,450.5
(Less) Short-term borrowings		(2.4	)		(9.5	)		–
Net liquid assets	Rs.	1,343.2		Rs.	1,276.2		Rs.	1,450.5

The Bank held net liquid assets totaling about Rs. 1,450.5 billion at year-end fiscal 2014, compared to Rs. 1,343.2 billion at year-end fiscal 2013. During fiscal 2014, the Bank held fortnightly average net liquid assets of about Rs. 1,276.2 billion. In addition to the amounts included in net liquid assets above, at year-end fiscal 2014, the Bank also held other fixed-income non-government securities totaling about Rs. 75.2 billion, compared to Rs. 105.4 billion at year-end fiscal 2013.

As per local regulations, some of the overseas branches of the Bank are required to maintain a ‘net due to’ position with other group entities i.e. they can only be net borrower by specified amount. Accordingly, the liquidity maintained in excess of such ‘net due to’ requirements only can be utilized at other group entities. At March 31, 2014, such overseas branches of the Bank were holding net liquid assets of Rs. 58.5 billion (equivalent), which are included in overall net liquid assets of the Bank of Rs. 1,450.5 billion.

The Bank also has access to other reliable sources of liquidity. The Reserve Bank of India conducts repurchase and reverse repurchase transactions with banks through its liquidity adjustment facility and marginal standing facility to carry out monetary policy and manage liquidity for the Indian banking system. The Reserve Bank of India stipulates an interest rate applicable to such repurchase, reverse repurchase agreements and marginal standing facility, known as the repo rate, reverse repo rate and marginal standing facility rate, respectively. At year-end fiscal 2014, the Reserve Bank of India repo rate, reverse repo rate and marginal standing facility rate were 8.00%, 7.00% and 9.00% respectively. The liquidity adjustment facility and marginal standing facility are available throughout the year. Under the marginal standing facility, in addition to the eligible securities bank holds in excess of statutory requirement, banks can borrow overnight up to 2.0% of their respective net demand and time liabilities outstanding at the end of the second preceding 14-day period. Further, there is a liquid market for repurchase transactions with other market counterparties. Banks may enter into repurchase transactions with the Reserve Bank of India or other market counterparties against the statutory liquidity ratio eligible securities it holds in excess of statutory requirement.

The Reserve Bank of India also gives Indian banks, including the Bank, access to certain refinance facilities that allow banks to borrow at the repo rate from the Reserve Bank of India when those banks have made loans to borrowers for specified activities.

At year-end fiscal 2014, the Bank had government securities amounting to Rs. 213.3 billion eligible for borrowings through the liquidity adjustment facility and marginal standing facility from the Reserve Bank of India. In addition the Bank also had unutilized refinance facilities amounting to Rs. 0.3 billion.

The Reserve Bank of India uses the liquidity adjustment facility, the marginal standing facility and its refinance facilities to implement monetary policy. The Reserve Bank of India has the right to suspend the liquidity adjustment facility or reduce the amounts that Indian banks can access through the liquidity adjustment facility or refinance facilities on any day on a proportionate basis for all banks. Such policy changes could affect the operations of these facilities and could restrict Indian banks’, including the Bank’s, access to these facilities. The Reserve Bank of India has restricted liquidity provision through overnight liquidity adjustment facility to a specified ratio of net demand and time liabilities and increasingly liquidity is provided through term repurchase agreements of various maturities. At year-end fiscal 2014, the liquidity provision through overnight liquidity adjustment facility was capped at 0.50% of net demand and time liabilities of banks.

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The Bank has a well-defined borrowing program for it overseas operations. In order to maximize borrowings at a reasonable cost through its branches, liquidity in different markets and currencies is targeted. The wholesale borrowings are in the form of bond issuances, syndicated loans from banks, money market borrowings and inter-bank bilateral loans. The Bank also raises refinance from other banks against the buyers credit and other trade assets. Those loans that meet the Export Credit Agencies’ criteria are refinanced as per the agreements entered into with these agencies. The Bank also mobilizes retail deposit liabilities, in accordance with the regulatory framework in place in the respective host country.

The Bank has the ability to use its rupee liquidity in India to meet refinancing needs at its overseas branches, although this may be at a relatively high cost based on swap and exchange rates prevailing at the time of such refinancing. ICICI Bank raised US$ 886 million through issuance of USD denominated bonds in November 2013 (original maturity of 5.6 years), Chinese Yuan (CNH) denominated bond in June 2013 (original maturity of 3.1 years) and Japanese Yen (JPY) denominated bond in December 2013 (original maturity of 1.0 years and 2.1 years respectively).

The terms of the Bank’s bond issuances and loans from other financial institutions and export credit agencies contain cross-default clauses, restrictions on its ability to merge or amalgamate with another entity and restrictions on its ability to prematurely redeem or repay such bonds or loans. The terms of the Bank’s subordinated debt issuances eligible for inclusion in Tier 1 or Tier 2 capital include the suspension of interest payments in the event of losses or capital deficiencies, and a prohibition on redemption, even at maturity or on specified call option dates, without the prior approval of the Reserve Bank of India. The Bank is currently not, and does not expect to be, in breach of any material covenants of its borrowings that would be construed as events of default under the terms of such borrowings.

There are restrictions on the use of liquidity maintained by UK and Canada subsidiaries of the Bank to meet their overall liquidity needs. The Office of the Superintendent of Financial Institutions of Canada has prescribed a limit of 100% of Tier 1 and Tier 2 capital (as defined under Canadian regulations) on the credit exposure to any single entity or a group of connected entities. ICICI Bank Canada, Bank’s Canadian subsidiary, has internally capped this credit exposure at 25% of the limit specified by the Office of the Superintendent of Financial Institutions, except with respect to exposure to the ICICI Bank. During fiscal 2014, ICICI Bank Canada has complied with both regulatory and their internal limits on exposures to any single entity, including to ICICI Bank.

As per the extant regulatory guidelines in the United Kingdom, ICICI Bank UK is subject to a limit of 25% of the capital base on the exposure to an individual counterparty (or a group of related counterparties). The capital base is calculated as the sum of eligible Tier 1 and Tier 2 capital, less any deductions as per the Basel III guidelines. ICICI Bank UK has a large exposure capital base of US$ 823 million at year-end fiscal 2014, resulting in a limit of US$ 206 million. Also, ICICI Bank UK stipulates various internal limits to manage exposure concentrations within the Bank. The key parameters of risk concentrations measured include sectoral, country, rating category based, product specific exposures, counterparty and large exposures. During fiscal 2014, ICICI Bank UK has complied with both regulatory limits and their own internal limits on exposures to any single entity, including to ICICI Bank and other consolidated entities.

The Prudential Regulation Authority classifies ICICI Bank UK as an individual liquidity adequacy standards firm, which means it is required to meet certain quantitative requirements set out in the Prudential sourcebook for banks, building societies and investment firms. In addition, effective June 27, 2012, the Prudential Regulation Authority issued liquidity guidelines which ICICI Bank UK is in compliance with. The liquidity guidelines specify the quantity of liquid assets (in any currency that the Prudential Regulation Authority deems material with respect to ICICI Bank UK and also on an all currency combined basis) that the Prudential Regulation Authority believes is appropriate for ICICI Bank UK to hold. During fiscal 2014, ICICI Bank UK continued to have a strong liquidity position and complied with these guidelines except for one day shortfall of US$ 2 million in one currency-specific requirement due to operational issues. However, ICICI Bank UK complied with all currency combined basis requirement on that day. The Bank reviewed its current processes and has further strengthened them by introducing additional checks to ensure that there is no recurrence of any such incidence going forward.

Canadian regulations impose no liquidity pool requirements or liquidity buffer requirements on regulated Canadian banks, including ICICI Bank Canada. However, the Office of the Superintendent of Financial Institutions expects each such bank to have an internal liquidity policy articulating and defining the role of liquid assets within the bank’s overall liquidity management system and establishing minimum targets for liquid asset holdings. ICICI

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Bank Canada has a liquidity management policy and market risk management policy that are approved by its Board of Directors. These policies require ICICI Bank Canada to maintain a certain percentage of its customer liabilities in liquid assets and to maintain sufficient liquidity to cover net outflows in the “up to 30 days” maturity bucket. These limits are monitored monthly. ICICI Bank Canada has complied with these requirements throughout fiscal 2014.

The Central Bank of Russia requires banks in Russia to maintain a reserve that is deposited with the Central Bank of Russia based on a certain percentage of the banks’ liabilities. The Central Bank of Russia also requires banks in Russia to comply with certain limits on regulatory ratios relating to liquidity mismatches, especially to liquidity mismatches that may occur due to net outflows in the “next day,” “up to 30 days,” and “more than 1 year” maturity buckets. ICICI Bank Eurasia Limited Liability Company, the Bank’s wholly owned subsidiary in Russia, has complied with these requirements throughout fiscal 2014.

The successful management of credit, market and operational risk is an important consideration in managing the liquidity because it affects the evaluation of our credit ratings by rating agencies. Rating agencies may reduce or indicate their intention to reduce the ratings at any time.

Rating agencies can also decide to withdraw their ratings of the Bank, which may have the same effect as a reduction in our ratings. Any reduction in our ratings (or withdrawal of ratings) may increase our borrowing costs, limit our access to capital markets and adversely affect our ability to sell or market our products, engage in business transactions (particularly longer-term transactions) and derivatives transactions, or retain our customers. See also “Risk Factors—Any downgrade of India’s debt rating by an international rating agency could adversely affect our business, our liquidity and the price of our equity shares and ADSs”.

Changes in or withdrawal of the Bank’s credit rating will not increase the amount of collateral that the Bank is required to post with counterparties. When Indian banks, including the Bank, engage in collateralized borrowing, they borrow from the Reserve Bank of India and through the Clearing Corporation of India Limited, a centralized clearing counterparty. When Indian banks borrow from the Reserve Bank of India, collateral is typically statutory liquidity ratio-eligible investments, such as central or state government securities. In general, the face value of collateral given for any such loan is higher than the value of the loan. This difference is referred to as a haircut. The haircut for all such securities borrowed from the Reserve Bank of India is stipulated by the Reserve Bank of India and is not based on the credit rating of the borrower. Similarly, the Clearing Corporation of India Limited’s margin requirement is based on maturity and certain other factors, but not on the credit ratings of the borrower. In addition, the Bank generally does not engage in derivative or swap transactions that require the Bank to increase its collateral if the Bank’s credit rating is downgraded. As such, any reduction in or withdrawal of the Bank’s credit ratings will not impact the Bank’s collateralized borrowing operations.

The Bank has certain borrowings that would be affected by a one or two notch downgrade from its current credit rating. These borrowings amount to less than 4% of the total borrowings of the Bank at year-end fiscal 2014. If an international credit rating agency downgrades the Bank’s credit rating by one or two notches, the Bank would be required to pay an increased interest rate on certain borrowings, and for certain borrowings, the Bank would be required to re-negotiate a new interest rate with its lenders. If the Bank is not able to reach an agreement for an interest rate with a lender, the lender could require the Bank to prepay the outstanding principal amount of the loan. The Bank has placed a limit on such borrowings.

Capital Expenditure

The following tables set forth, for the periods indicated, certain information related to capital expenditure by category of fixed assets.

	Fiscal 2012
	Cost at year-end fiscal 2011		Additions/ transfers		Deletions/ transfers			Depreciation			Net assets at year-end fiscal 2012
	(in millions)
Premises	Rs.	45,903	Rs.	1,656	Rs.	(592	)	Rs.	(9,383	)	Rs.	37,584	US$	626
Other fixed assets (including furniture and fixtures)		41,441		4,442		(747	)		(30,794	)		14,342		239
Assets given on lease		17,510		–		(1	)		(15,115	)		2,394		40
Total	Rs.	104,854	Rs.	6,098	Rs.	(1,340	)	Rs.	(55,292	)	Rs.	54,320	US$	905

168

	Fiscal 2013
	Cost at year-end fiscal 2012		Additions/ transfers		Deletions/ transfers			Depreciation			Net assets at year-end fiscal 2013
	(in millions)
Premises	Rs.	46,967	Rs.	1,711	Rs.	(1,498	)	Rs.	(9,896	)	Rs.	37,284	US$	621
Other fixed assets (including furniture and fixtures)		45,136		5,449		(2,933	)		(32,549	)		15,103		252
Assets given on lease		17,509		–		–			(15,161	)		2,348		39
Total	Rs.	109,612	Rs.	7,160	Rs.	(4,431	)	Rs.	(57,606	)	Rs.	54,735	US$	912

	Fiscal 2014
	Cost at year-end fiscal 2012		Additions/ transfers		Deletions/ transfers			Depreciation			Net assets at year-end fiscal 2014
	(in millions)
Premises	Rs.	47,180	Rs.	1,698	Rs.	(949	)	Rs.	(11,149	)	Rs.	36,780	US$	613
Other fixed assets (including furniture and fixtures)		47,652		6,357		(3,207	)		(34,847	)		15,955		266
Assets given on lease		17,509		–		(210	)		(14,966	)		2,333		39
Total	Rs.	112,341	Rs.	8,055	Rs.	(4,366	)	Rs.	(60,962	)	Rs.	55,068	US$	918

The additions to our premises and other assets were Rs. 8.1 billion in fiscal 2014, compared to Rs. 7.2 billion in fiscal 2013. Our capital expenditure on premises remained at a similar level of Rs. 1.7 billion in fiscal 2013 and fiscal 2014. Capital expenditure of Rs. 6.4 billion on other fixed assets in fiscal 2014 included Rs. 1.5 billion on software.

Collateral Management

Overview

The Bank defines collateral as the assets or rights provided to the Bank by the borrower or a third party in order to secure a credit facility. The Bank would have the rights of a secured creditor in respect of the assets/contracts offered as security for the obligations of the borrower/obligor. The Bank ensures that the underlying documentation for the collateral provides the Bank with appropriate rights over the collateral or other forms of credit enhancement including the right to liquidate, retain or take legal possession of it in a timely manner in the event of default by the counterparty. The Bank also endeavors to keep the assets provided as security to the Bank under adequate insurance during the tenor of the Bank’s exposure. The collateral value is monitored periodically.

Collateral valuation

As stipulated by the Reserve Bank of India guidelines, the Bank uses the comprehensive approach for collateral valuation. Under this approach, the Bank reduces its credit exposure to the counterparty when calculating its capital requirements to the extent of risk mitigation provided by the eligible collateral as specified in the Basel III guidelines.

The Bank adjusts the value of any collateral received to adjust for possible future fluctuations in the value of the collateral in line with the requirements specified by the Reserve Bank of India guidelines for calculating its capital requirements. These adjustments, also referred to as “haircuts”, in order to produce volatility-adjusted amounts for collateral, are reduced from the exposure to compute the capital charge based on the applicable risk weights. We apply these haircuts in the value of collateral only for regulatory capital adequacy computations and not for computing loan loss allowances under either Indian GAAP or U.S. GAAP.

Types of collateral taken by the Bank

In calculating its capital requirements, the Bank determines the appropriate collateral for each facility based on the type of product and risk profile of the counterparty. In the case of corporate and small and medium enterprises financing, fixed assets are generally taken as security for long tenor loans and current assets for working capital

169

finance. For project finance, security of the assets of the borrower and assignment of the underlying project contracts is generally taken. In addition, in some cases, additional security such as pledge of shares, cash collateral, charge on receivables with an escrow arrangement and guarantees is also taken.

For retail products, the security to be taken is defined in the product policy for the respective products. Housing loans and automobile loans are secured by the security of the property/automobile being financed. The valuation of the properties is carried out by an empanelled valuer at the time of sanctioning the loan.

The Bank also offers products which are primarily based on collateral, such as shares, specified securities, warehoused commodities and gold jewelry. These products are offered in line with the approved product policies which include types of collateral, valuation and margining.

The Bank extends unsecured facilities to clients for certain products such as derivatives, credit cards and personal loans. The limits with respect to unsecured facilities have been approved by our Board of Directors.

The decision on the type and quantum of collateral for each transaction is made by the credit approving authority as per the credit approval authorization approved by the Board of Directors. For facilities provided as per approved product policies, collateral is taken in line with the policy.

Significant Changes

Except as otherwise stated in this annual report, we have experienced no significant changes since the date of fiscal 2014 consolidated financial statements contained in this annual report.

Segment Revenues and Assets

The Reserve Bank of India in its guidelines on “segmental reporting” has stipulated specified business segments and their definitions, for the purposes of public disclosures on business information for banks in India.

The consolidated segmental report for fiscal 2014, based on the segments identified and defined by the Reserve Bank of India, has been presented as follows:

· Retail Banking includes exposures of the Bank, which satisfy the four qualifying criteria of “regulatory retail portfolio” as stipulated by the Reserve Bank of India’s Basel III guidelines. These criteria are as follows:

(i) Orientation criterion: Exposure to an individual person or persons (not to be restricted to an individual, Hindu Undivided Family, trust, partnership firm, private limited companies, public limited companies, co-operative societies, etc.) or to a small business are classified as retail. A small business is defined as one where the three year average annual turnover is less than Rs. 500 million.

(ii) Product criterion: All exposure should take the form of any of the following:

· revolving credits and lines of credit (including overdrafts);

· term loans and leases (e.g. installment loans and leases, student and educational loans); and

· small business facilities and commitments.

(iii) Low value of individual exposures: The maximum aggregate retail exposure to one counterparty should not exceed the absolute threshold limit of Rs. 50 million.

(iv) Granularity criterion: The regulatory retail portfolio should be sufficiently diversified to a degree that reduces the risks in the portfolio. The aggregate exposure to one counterparty should not exceed 0.2% of the overall retail portfolio.

· Wholesale Banking includes all advances to trusts, partnership firms, companies and statutory bodies, by the Bank which are not included in the Retail Banking segment, as per the Reserve Bank of India guidelines for the Bank.

170

· Treasury includes the entire investment and derivative portfolio of the Bank, ICICI Eco-net Internet and Technology Fund (up to December 31, 2013), ICICI Equity Fund, ICICI Emerging Sectors Fund (up to December 31, 2013), ICICI Strategic Investments Fund and ICICI Venture Value Fund (up to September 30, 2013).

· Other Banking includes leasing operations and other items not attributable to any particular business segment of the Bank. It also includes the Bank’s banking subsidiaries, i.e., ICICI Bank UK PLC, ICICI Bank Canada and ICICI Bank Eurasia Limited Liability Company.

· Life Insurance represents results of ICICI Prudential Life Insurance Company Limited.

· General Insurance represents results of ICICI Lombard General Insurance Company Limited.

· Others include ICICI Home Finance Company Limited, ICICI Venture Funds Management Company Limited, ICICI International Limited, ICICI Securities Primary Dealership Limited, ICICI Securities Limited, ICICI Securities Holdings Inc., ICICI Securities Inc., ICICI Prudential Asset Management Company Limited, ICICI Prudential Trust Limited, ICICI Investment Management Company Limited, ICICI Trusteeship Services Limited, TCW/ICICI Investment Partners Limited (up to June 30, 2013), ICICI Kinfra Limited, I-Ven Biotech Limited and ICICI Prudential Pension Funds Management Company Limited.

Framework for transfer pricing

Liabilities of retail banking and wholesale banking segments are transfer priced to a central treasury unit of the Bank, which pools all funds and lends to the business units at appropriate rates based on the relevant maturity of assets being funded after adjusting for regulatory reserve requirements and specific charge on account of directed lending to certain sectors categorized as priority sector. Current and savings account deposits are transfer priced at a fixed rate. For term deposits and borrowings the transfer pricing is primarily based on the categories specified in the Transfer Pricing Policy. Transfer pricing to our asset creation units is based on the incremental cost of deposits (blended for current and savings account deposits) and borrowings adjusted for the maturity of the asset (term premium) and regulatory reserve requirements. The allocated capital is also considered as a source of funding for this purpose.

Fiscal 2014 Compared with Fiscal 2013

The following table sets forth, for the periods indicated, profit before tax of various segments.

	Year ended March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Retail Banking	Rs.	9,546	Rs.	18,295	US$	305		91.7	%
Wholesale Banking		66,189		65,886		1,098		(0.5	)
Treasury		36,613		52,565		875		43.6
Other Banking		6,410		9,032		151		40.9
Life Insurance		15,697		15,292		255		(2.6	)
General Insurance		2,817		5,202		87		84.7
Others		7,817		9,784		163		25.2
Profit before tax	Rs.	145,089	Rs.	176,056	US$	2,934		21.3	%

Retail Banking

The following table sets forth, for the periods indicated, the principal components of profit before tax.

171

	Year ended March 31,
	2013			2014			2014			2014/2013 % change
	(in millions, except percentages)
Net interest income	Rs.	42,092		Rs.	57,730		US$	962			37.2	%
Non-interest income		30,425			36,211			604			19.0
Total income		72,517			93,941			1,566			29.5
Non-interest expenses		63,216			76,583			1,277			21.1
Profit before provisions		9,301			17,358			289			—
Provisions		(245	)		(937	)		(16	)		—
Profit before tax	Rs.	9,546		Rs.	18,295		US$	305			91.7	%

The following table sets forth, for the periods indicated, the outstanding balances of key assets and liabilities.

	Outstanding balance at March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Advances	Rs.	651,689	Rs.	903,841	US$	15,064		38.7	%
Deposits		1,922,796		2,252,516		37,542		17.1

Loans in the retail banking segment increased primarily due to higher retail disbursements, mainly in home loans and automobile loans segment. The retail banking segment maintained its focus on strengthening its deposit franchise, reflecting the increase in retail deposit base. The savings account deposits of the segment increased by 15.7% from Rs. 856.5 billion at year-end fiscal 2013 to Rs. 991.3 billion at year-end fiscal 2014.

Profit before tax of the retail banking segment increased from Rs. 9.5 billion in fiscal 2013 to Rs. 18.3 billion in fiscal 2014, primarily due to increase in net interest income and non-interest income. This was offset, in part, by an increase in non-interest expense.

Net interest income increased by 37.2% from Rs. 42.1 billion in fiscal 2013 to Rs. 57.7 billion in fiscal 2014, primarily due to an increase in loan portfolio and an increase an average current account and savings account deposits.

Non-interest income increased by 19.0% from Rs. 30.4 billion in fiscal 2013 to Rs. 36.2 billion in fiscal 2014, primarily due to the higher level of lending linked fees, third party product distribution fees, fees from the credit card portfolio and transaction banking fees.

Non-interest expenses increased by 21.1% from Rs. 63.2 billion in fiscal 2013 to Rs. 76.6 billion in fiscal 2014, primarily due to an increase in employee expenses and an expansion in branch network offset, in part, by a reduction in collection expenses.

During fiscal 2014, there was a write-back of provision of Rs. 0.9 billion compared to Rs. 0.2 billion in fiscal 2013.

Wholesale Banking

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2013		2014		2014		2014/2014 % change
	(in millions, except percentages)
Net interest income	Rs.	68,458	Rs.	75,393	US$	1,257		10.1	%
Non-interest income		38,216		40,565		676		6.1
Total income		106,674		115,958		1,933		8.7

Non-interest expenses		24,843		24,057		401	(3.2	)
Profit before provisions		81,831		91,901		1,532	12.3
Provisions		15,642		26,015		434	66.3
Profit before tax	Rs.	66,189	Rs.	65,886	US$	1,098	(0.5	)%

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The following table sets forth, for the periods indicated, the outstanding balances of key assets and liabilities.

	Outstanding balance at March 31,
	2013		2014		2013		2014/2013 % change
	(in millions, except percentages)
Advances	Rs.	2,225,648	Rs.	2,380,760	US$	39,679		7.0	%
Deposits		996,340		974,884		16,248		(2.2	)

The wholesale banking loan book increased by 7.0% from Rs. 2,225.6 billion at year-end fiscal 2013 to Rs. 2,380.8 billion at year-end fiscal 2014. The moderation in the wholesale banking loan book was primarily due to cautious approach in incremental lending in this segment, offset in part by the rupee depreciation impact on the overseas branches’ loan portfolio. The term deposits in the segment decreased by 8.5% from Rs. 802.0 billion at year-end fiscal 2013 to Rs. 733.7 billion at year-end fiscal 2014. The current account deposits increased by 24.1% from Rs. 194.3 billion at year-end fiscal 2013 to Rs. 241.1 billion at year-end fiscal 2014.

Profit before tax of the wholesale banking segment decreased from Rs. 66.2 billion in fiscal 2013 to Rs. 65.9 billion in fiscal 2014, primarily due to an increase in provisions offset, in part, by an increase in net interest income and non-interest income.

Net interest income increased by 10.1% from Rs. 68.5 billion in fiscal 2013 to Rs. 75.4 billion in fiscal 2014, primarily due to higher interest income on assets.

Non-interest income increased by 6.1% from Rs. 38.2 billion in fiscal 2013 to Rs. 40.6 billion in fiscal 2014 primarily due to an increase in fee income.

Provisions increased from Rs. 15.6 billion in fiscal 2013 to Rs. 26.0 billion in fiscal 2014, primarily due to higher provisions on account of an increase in non-performing loans and loans restructured during fiscal 2014. See also “—Selected Consolidated Financial and Operating Data — Provisions and contingencies (excluding tax provisions) - Provisions for Restructured Loans and Non-performing Assets”.

Treasury

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Net interest income	Rs.	25,094	Rs.	29,390	US$	490		17.1	%
Non-interest income		14,175		25,704		428		81.3
Total income		39,269		55,094		918		40.3
Non-interest expenses		1,763		1,777		30		0.8
Profit before provisions		37,506		53,317		888		42.2
Provisions		893		752		13		(15.8	)
Profit before tax	Rs.	36,613	Rs.	52,565	US$	875		43.6	%

The following table sets forth, for the periods indicated, the closing balances of key assets and liabilities.

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	Closing balance at March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Investments	Rs.	1,714,391	Rs.	1,770,061	US$	29,501		3.2	%
Borrowings		1,453,415		1,547,591		25,793		6.5

Our treasury operations include the maintenance and management of regulatory reserves, proprietary trading in equity and fixed income and a range of foreign exchange and derivatives products and services, such as forward contracts, swaps and options. It also includes investments made by ICICI Eco-net Internet and Technology Fund (up to December 31, 2013), ICICI Equity Fund, ICICI Emerging Sectors Fund (up to December 31, 2013), ICICI Strategic Investments Fund and ICICI Venture Value Fund (up to September 30, 2013).

Profit before tax of the treasury segment increased from Rs. 36.6 billion in fiscal 2013 to Rs. 52.6 billion in fiscal 2014, primarily due to an increase in net interest income and non-interest income.

Net interest income increased by 17.1% from Rs. 25.1 billion in fiscal 2013 to Rs. 29.4 billion in fiscal 2014, primarily due to investment in longer duration statutory liquidity ratio securities at higher yields , offset, in part, by lower yields on non-statutory liquidity ratio investments due to maturity of high yielding bonds and debentures.

Non-interest income increased from Rs. 14.2 billion in fiscal 2013 to Rs. 25.7 billion in fiscal 2014, primarily due to an increase in dividend income from subsidiaries, realized gain on the treasury segment’s government securities portfolio and other fixed income positions, exchange gain on repatriation of retained earnings at overseas branches, profit on security receipts and foreign exchange trading gains.

Other Banking

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Net interest income	Rs.	9,960	Rs.	10,615	US$	177		6.6	%
Non-interest income		4,300		5,903		98		37.3
Total income		14,260		16,518		275		15.8
Non-interest expenses		4,396		5,109		85		16.2
Profit before provisions		9,864		11,409		190		15.7
Provisions		3,454		2,377		40		(31.2	)
Profit before tax	Rs.	6,410	Rs.	9,032	US$	150		40.9	%

The following table sets forth, for the periods indicated, the outstanding balances of the key assets and liabilities.

	Outstanding balance on March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Advances	Rs.	376,854	Rs.	534,086	US$	8,901		41.7	%
Investments		88,111		58,417		974		(33.7	)
Deposits		228,693		372,840		6,214		63.0
Borrowings	Rs.	166,315	Rs.	187,829	US$	3,130		12.9	%

Other banking business includes our leasing operations, our overseas banking subsidiaries, ICICI Bank UK, ICICI Bank Canada and ICICI Bank Eurasia Limited Liability Company and other items not attributable to any particular business segment of the Bank.

174

Profit before tax of our other banking segment increased from Rs. 6.4 billion in fiscal 2013 to Rs. 9.0 billion in fiscal 2014, primarily due to an increase in net interest income and non-interest income.

Net interest income increased by 6.6% from Rs. 10.0 billion in fiscal 2013 to Rs. 10.6 billion in fiscal 2014, primarily due to an increase in net interest income of ICICI Bank UK and ICICI Bank Canada , offset, in part, by a decrease in interest received on income tax refunds upon the completion of pending income tax assessments of Rs. 2.0 billion in fiscal 2014 compared to Rs. 2.7 billion in fiscal 2013. The net interest income of ICICI Bank UK increased on account of an increase in average interest-earning assets. Average interest-earning assets increased primarily due to an increase in average loans and advances offset, in part, by a decrease in average investments and average overnight and term placements. The net interest income of ICICI Bank Canada increased primarily due to an increase in net interest margin in fiscal 2014 as compared to fiscal 2013.

Non-interest income increased by 37.3% from Rs. 4.3 billion in fiscal 2013 to Rs. 5.9 billion in fiscal 2014, primarily due to ICICI Bank UK’s higher fee income and realized gains on investments in fiscal 2014, compared to realized loss on investments in fiscal 2013. Non-interest income of ICICI Bank increased primarily due to gain on the sale of fixed assets in fiscal 2014.

Non-interest expenses increased by 16.2% from Rs. 4.4 billion in fiscal 2013 to Rs. 5.1 billion in fiscal 2014, primarily due to an increase in non-interest expenses of our overseas banking subsidiaries.

Loans increased by 41.7% from Rs. 376.9 billion at year-end fiscal 2013 to Rs. 534.1 billion at year-end fiscal 2014, primarily due to an increase in loans of ICICI Bank, ICICI Bank Canada and ICICI Bank UK partly reflecting depreciation of the Indian Rupee during the year. Loans of ICICI Bank increased primarily due to loans against foreign currency non-resident (bank) deposits made during fiscal 2014. Loans of ICICI Bank Canada increased primarily due to re-classification of investment in corporate bonds to loans and advances and an increase in the insured mortgages portfolio offset, in part, by a decrease in the corporate loan portfolio. Advances of ICICI Bank UK increased primarily due to an increase in corporate loan portfolio and loans against foreign currency non-resident (bank) deposits. The above increase was offset, in part, by reduction on account of maturities and redemptions.

Investments decreased by 33.7% from Rs. 88.1 billion at year-end fiscal 2013 to Rs. 58.4 billion at year-end fiscal 2014, primarily due to a decline in investments of ICICI Bank Canada. ICICI Bank Canada’s investment portfolio decreased by 52.4 % from Rs. 58.9 billion at year-end fiscal 2013 to Rs. 28.0 billion at year-end fiscal 2014 primarily due to re-classification of corporate bonds to loans and advances and on account of sale/maturities of government securities.

Deposits increased by 63.0% from Rs. 228.7 billion at year-end fiscal 2013 to Rs. 372.8 billion at year-end fiscal 2014 due to an increase in deposits of ICICI Bank and ICICI Bank UK. Deposits of ICICI Bank increased primarily due to foreign currency non-resident (bank) deposits mobilized during fiscal 2014. Deposits of ICICI Bank UK increased primarily on account of an increase in savings account deposits and term deposits.

Borrowings increased by 12.9% from Rs. 166.3 billion at year-end fiscal 2013 to Rs. 187.8 billion at year-end fiscal 2014, primarily due to an increase in the borrowings of ICICI Bank UK and ICICI Bank Canada. Borrowings of ICICI Bank UK increased primarily due to an increase in borrowings by way of bankers’ acceptance, bilateral borrowings and borrowings under repurchase transactions during fiscal 2014. The above increase was offset by a decrease in bond borrowings. Borrowings of ICICI Bank Canada increased due to an increase in borrowings through securitization of mortgages offset, in part, by repayment of sub-ordinated debt.

Life Insurance

The following table sets forth, for the periods indicated, the principal components of profit before tax.

175

	Year ended March 31,
	2013			2014			2014			2014/2013 % change
	(in millions, except percentages)
Premium earned	Rs.	135,382		Rs.	124,287		US$	2,071			(8.2	)%
Premium on reinsurance ceded		(1,210	)		(1,460	)		(24	)		20.7
Net premium earned		134,172			122,827			2,047			(8.5	)
Other income		26,479			22,989			383			(13.2	)
Investment income		13,109			13,685			228			4.4
Total income		173,760			159,501			2,658			(8.2	)
Commission paid		7,654			6,275			105			(18.0	)
Claims/benefits paid		11,662			10,773			180			(7.6	)
Operating expenses		18,026			17,095			285			(5.2	)
Total expenses		37,342			34,143			570			(8.6	)
Transfer to linked funds		94,334			81,387			1,356			(13.7	)
Provisions for policy holder liabilities (non-linked)		26,387			28,679			478			8.7
Profit before tax	Rs.	15,697		Rs.	15,292		US$	254			(2.6	)%

The following table sets forth, for the periods indicated, the outstanding balance of key assets and liabilities.

	Outstanding balance on March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Investments	Rs.	145,083	Rs.	187,764	US$	3,129		29.4	%
Assets held to cover linked liabilities		575,208		603,104		10,052		4.8
Liabilities on life policies in force	Rs.	689,105	Rs.	749,265	US$	12,488		8.7	%

The life insurance industry has witnessed a declining trend in new business year-on-year since fiscal 2011. The life insurance industry registered a decline of 3.4% in retail weighted new business premium during fiscal 2014. The private sector registered a decline of 3.4% while ICICI Prudential Life Insurance Company registered a decline of 1.7% during fiscal 2014.

ICICI Prudential Life Insurance Company maintained its leadership position among the private sector companies with a private market share of 18.9% on a retail weighted new business premium basis in fiscal 2014 compared to 18.5% in fiscal 2013. Overall market share on a retail weighted new business premium basis also increased to 7.2% in fiscal 2014 from 7.0% in fiscal 2013, according to the Insurance Regulatory and Development Authority.

Assets under management increased by 8.7% from Rs. 741.6 billion at fiscal 2013 to Rs. 806.0 billion at fiscal 2014.

Profit before tax of ICICI Prudential Life Insurance Company decreased by 2.6% from Rs. 15.7 billion in fiscal 2013 to Rs. 15.3 billion in fiscal 2014 primarily due to a decrease in net premium earned and other income offset, in part by a decrease in expenses.

The total premium income of ICICI Prudential Life Insurance Company decreased by 8.2% from Rs. 135.4 billion in fiscal 2013 to Rs. 124.3 billion in fiscal 2014. Retail new business premium decreased by 1.5% from Rs. 36.4 billion in fiscal 2013 to Rs. 35.9 billion in fiscal 2014. Retail renewal premium increased marginally from Rs. 80.6 billion in fiscal 2013 to Rs. 81.0 billion in fiscal 2014. Group premium decreased from Rs. 18.4 billion in fiscal 2013 to Rs. 7.4 billion in fiscal 2014.

Other income of ICICI Prudential Life Insurance Company decreased by 13.2% from Rs. 26.5 billion in fiscal 2013 to Rs. 23.0 billion in fiscal 2014. There was a decrease in policy fees and fund management charges and surrender charges, including income on foreclosure of policies.

Investment income of ICICI Prudential Life Insurance Company increased by 4.4% from Rs. 13.1 billion in fiscal 2013 to Rs. 13.7 billion in fiscal 2014, primarily due to higher interest income as debt assets under management have increased.

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Commission expenses of ICICI Prudential Life Insurance Company decreased by 18.0% from Rs. 7.7 billion in fiscal 2013 to Rs. 6.3 billion in fiscal 2014, primarily on account of a change in product mix from conventional products to linked products as linked products have lower commission rates.

Claims and benefit payouts of ICICI Prudential Life Insurance Company decreased from Rs. 11.7 billion in fiscal 2013 to Rs. 10.8 billion in fiscal 2014. There were higher surrender claims pertaining to group business in fiscal 2013.

The operating expenses of ICICI Prudential Life Insurance Company decreased by 5.2% from Rs. 18.0 billion in fiscal 2013 to Rs. 17.1 billion in fiscal 2014, mainly due to a decrease in staff cost on account of decrease in employee base.

Transfer to linked funds represents the transfer of premium received, including the renewal premium on linked policies of ICICI Prudential Life Insurance Company to investments, which has decreased by 13.7% from Rs. 94.3 billion in fiscal 2013 to Rs. 81.4 billion in fiscal 2014 due to a decrease in the volume of our unit-linked insurance business (including renewal) during fiscal 2014.

Assets held to cover the linked liabilities of ICICI Prudential Life Insurance Company increased by 4.8% from Rs. 575.2 billion at year-end fiscal 2013 to Rs. 603.1 billion at year-end fiscal 2014. The increase in linked assets under management is primarily attributable to the mark to market gains arising from an improvement in the equity market during fiscal 2014.

Liability under existing life insurance policies to be paid by ICICI Prudential Life Insurance Company increased by 8.7% from Rs. 689.1 billion at year-end fiscal 2013 to Rs. 749.3 billion at year-end fiscal 2014 on account of improved market conditions and an increase in non-linked liabilities during fiscal 2014.

General Insurance

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2013			2014			2014			2014/2013 % change
	(in millions, except percentages)
Gross written premium (including premium on reinsurance accepted)	Rs.	64,091		Rs.	71,761		US$	1,196			12.0	%
Premium on reinsurance ceded		(22,636	)		(26,781	)		(446	)		18.3
Unexpired risk reserve		(1,362	)		(1,451	)		(24	)		6.5
Net premium earned		40,093			43,529			726			8.6
Commission income (net)		1,831			2,291			38			25.1
Investment income from pool(1)		141			179			3			27.0
Investment income		5,730			7,877			131			37.5
Total income		47,795			53,876			898			12.7
Operating expenses		10,189			12,129			202			19.0
Claims/benefits paid		33,789			36,189			603			7.1
Other expenses (net)		1,000			356			6			(64.4	)
Total expense		44,978			48,674			811			8.2
Profit/(loss) before tax	Rs.	2,817		Rs.	5,202		US$	87			84.7	%

(1) Investment income from pool represents our share of income from the terrorism pool. The pool represents a multilateral reinsurance arrangement entered into by ICICI Lombard General Insurance Company together with other Indian insurance companies and the General Insurance Corporation of India. The funds belonging to the terrorism pool are administered by the General Insurance Corporation of India.

The following table sets forth, for the periods indicated, the outstanding balances of key assets and liabilities.

177

	Outstanding balance on March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Investments	Rs.	67,275	Rs.	87,452	US$	1,458		30.0	%
Current liabilities including claims outstanding		77,460		87,278		1,455		12.7
Provisions	Rs.	21,875	Rs.	23,223	US$	387		6.2	%

ICICI Lombard General Insurance Company was the largest private sector general insurance company in India during fiscal 2014, with a market share of 9.4% on the basis of gross written premium according to the Insurance Regulatory and Development Authority.

In accordance with the Insurance Regulatory and Development Authority direction effective April 01, 2012, ICICI Lombard General Insurance Company together with other insurance companies participated in the declined risk pool. Every insurer is required to underwrite a minimum percentage of standalone commercial vehicle motor third party insurance.

During fiscal 2014, the Insurance Regulatory and Development Authority declared the ultimate loss ratio for the declined risk pool for fiscal 2013 at 210% against the provisional estimate of 145%. Further, the Insurance Regulatory and Development Authority also advised that provisions for quarterly settlements for the fiscal 2014 should also be made at 210%. Accordingly, ICICI Lombard General Insurance Company accounted for the change in the ultimate loss ratio from 145% to 210% for fiscal 2013 in fiscal 2014. Further, as per the Insurance Regulatory and Development Authority recommendation, ICICI Lombard General Insurance Company also accounted for the claims in respect of fiscal 2014 based on the revised ultimate loss ratio of 210%. The change in the ultimate loss ratio from 145% to 210% has resulted in an additional provision of Rs. 0.4 billion pertaining to fiscal 2013.

Profit before tax of ICICI Lombard General Insurance Company increased by 84.7% from Rs. 2.8 billion in fiscal 2013 to Rs. 5.2 billion in fiscal 2014 primarily due to an increase in net earned premium, investment income and commission income offset, in part, by an increase in claims and benefits paid and operating expenses.

The gross written premium (including share of the motor third party insurance pool) increased by 12.0% from Rs. 64.1 billion in fiscal 2013 to Rs. 71.8 billion in fiscal 2014, primarily due to the growth in weather insurance business and motor insurance business. The net premium income increased from Rs. 40.1 billion in fiscal 2013 to Rs. 43.5 billion in fiscal 2014. Net commission income increased from Rs. 1.8 billion in fiscal 2013 to Rs. 2.3 billion in fiscal 2014, primarily due to an increase in commission on reinsurance ceded in retail health insurance business. Investment income increased from Rs. 5.7 billion in fiscal 2013 to Rs. 7.9 billion in fiscal 2014 primarily due to an increase in interest income on investments and higher realized gains. Operating expenses increased from Rs. 10.2 billion in fiscal 2013 to Rs. 12.1 billion in fiscal 2014, primarily due to higher business support expenses on account of an increase in retail business. Claims/benefits paid increased from Rs. 33.8 billion in fiscal 2013 to Rs. 36.2 billion in fiscal 2014, primarily due to certain high value claims in weather insurance, engineering insurance and aviation insurance business. Claims in the group health portfolio also increased in fiscal 2014.

Investments increased by 30.0% from Rs. 67.3 billion at year-end fiscal 2013 to Rs. 87.5 billion at year-end fiscal 2014, primarily due to an increase in business and the re-investment of income from investments in fiscal 2014. Current liabilities, including claims outstanding, increased by 12.7% from Rs. 77.5 billion at year-end fiscal 2013 to Rs. 87.3 billion at year-end fiscal 2014, primarily due to an increase in deposits on reinsurance ceded in respect of health and motor insurance business and an increase in claims outstanding in fire, motor and weather insurance business.

Others

The “others” segment mainly includes ICICI Prudential Asset Management Company Limited, ICICI Venture Funds Management Company Limited, ICICI Securities Limited, ICICI Securities Primary Dealership Limited and ICICI Home Finance Company Limited.

ICICI Prudential Asset Management Company Limited manages the investment schemes of ICICI Prudential Mutual Fund, which was among the top two mutual funds in India in terms of average funds under management in

178

March 2014, with a market share of 11.8%, according to Association of Mutual Funds in India. The average assets under management for ICICI Prudential Mutual Fund increased primarily on account of an increase in average assets under management of debt products in fiscal 2014.

ICICI Securities Limited and ICICI Securities Primary Dealership Limited are engaged in equity underwriting and brokerage and primary dealership in government securities respectively. ICICI Securities Limited owns icicidirect.com, a leading online brokerage platform.

Profit before tax of the “others” segment increased from Rs. 7.8 billion in fiscal 2013 to Rs. 9.8 billion in fiscal 2014 mainly due to increase in profit before tax of ICICI Prudential Asset Management Company Limited, ICICI Securities Limited, ICICI Securities Primary Dealership Limited, ICICI Venture Funds Management Company Limited and ICICI Home Finance Company Limited.

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2013		2014		2014		2014/2013 % change
	(in millions, except percentages)
Net interest income	Rs.	3,960	Rs.	4,291	US$	72		8.4	%
Non-interest income		14,740		17,606		293		19.4
Total income		18,700		21,897		365		17.1
Non-interest expenses		10,820		12,097		202		11.8
Operating profit before provisions and tax		7,880		9,800		163		24.4
Provisions		63		16		–		(74.6	)
Profit before tax	Rs.	7,817	Rs.	9,784	US$	163		25.2	%

Net interest income increased by 8.4% from Rs. 4.0 billion in fiscal 2013 to Rs. 4.3 billion in fiscal 2014.

Non-interest income increased from Rs. 14.7 billion in fiscal 2013 to Rs. 17.6 billion in fiscal 2014, primarily due to an increase in fees on account of an increase in average assets under management and margins on mutual funds operations and increase in brokerage income.

Non-interest expenses increased from Rs. 10.8 billion in fiscal 2013 to Rs. 12.1 billion in fiscal 2014.

ICICI Prudential Asset Management Company made a profit before tax of Rs. 2.8 billion in fiscal 2014 compared to Rs. 1.6 billion in fiscal 2013, primarily due to an increase in fee income on account of an increase in average assets under management and margins on mutual fund operations, offset, in part, by increase in administrative expenses.

ICICI Securities Limited made a profit before tax of Rs. 1.4 billion in fiscal 2014, compared to Rs. 1.0 billion in fiscal 2013, primarily due to an increase in brokerage income and net interest income, offset, in part, by an increase in staff cost.

ICICI Securities Primary Dealership made a profit before tax of Rs. 2.0 billion in fiscal 2014, compared to Rs. 1.8 billion in fiscal 2013, primarily due to an increase in trading gains and net interest income.

ICICI Home Finance Company Limited made a profit before tax of Rs. 3.1 billion in fiscal 2014 compared to Rs. 3.0 billion in fiscal 2013 primarily due to an increase in fee income offset, in part, by a decrease in net interest income.

ICICI Venture Fund Management Company Limited made a profit before tax of Rs. 0.4 billion in fiscal 2014 compared to Rs. 0.3 billion in fiscal 2013 primarily due to an increase in income from venture capital funds offset, in part, by a decrease in management fees.

Fiscal 2013 Compared with Fiscal 2012

The following table sets forth, for the periods indicated, profit before tax of various segments.

179

	Year ended March 31,
	2012			2013		2013		2013/2012 % change
	(in millions, except percentages)
Retail Banking	Rs.	5,500		Rs.	9,546	US$	159		73.6	%
Wholesale Banking		62,077			66,189		1,103		6.6
Treasury		22,441			36,613		610		63.2
Other Banking		3,928			6,410		107		63.2
Life Insurance		14,137			15,697		262		11.0
General Insurance		(3,952	)		2,817		47		—
Others		8,109			7,817		130		(3.6	)
Profit before tax	Rs.	112,240		Rs.	145,089	US$	2,418		29.3	%

Retail Banking

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2012		2013			2013			2013/2012 % change
	(in millions, except percentages)
Net interest income	Rs.	38,147	Rs.	42,092		US$	702			10.3	%
Non-interest income		25,757		30,425			507			18.1
Total income		63,904		72,517			1,209			13.5
Non-interest expenses		56,520		63,216			1,054			11.8
Profit before provisions		7,384		9,301			155			26.0
Provisions		1,884		(245	)		(4	)		—
Profit before tax	Rs.	5,500	Rs.	9,546		US$	159			73.6	%

The following table sets forth, for the periods indicated, the outstanding balances of key assets and liabilities.

	Outstanding balance at March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Advances	Rs.	620,630	Rs.	651,689	US$	10,861		5.0	%
Deposits		1,711,353		1,922,796		32,047		12.4

Loans in the retail banking segment increased by 5.0% from Rs. 620.6 billion at year-end fiscal 2012 to Rs. 651.7 billion at year-end fiscal 2013, primarily due to higher retail disbursements, mainly in home loans and auto loans segment. The retail banking segment maintained its focus on strengthening its deposit franchise, reflecting the increase in retail deposit base. The savings account deposits of the segment increased by 12.6% from Rs. 760.5 billion at year-end fiscal 2012 to Rs. 856.5 billion at year-end fiscal 2013.

Profit before tax of the retail banking segment increased from Rs. 5.5 billion in fiscal 2012 to Rs. 9.5 billion in fiscal 2013, primarily due to net write-back of provisions on loans and increase in non-interest income. This was offset, in part, by an increase in non-interest expense.

Net interest income increased by 10.3% from Rs. 38.1 billion in fiscal 2012 to Rs. 42.1 billion in fiscal 2013, primarily due to an increase in average current account and savings account deposits.

Non-interest income increased by 18.1% from Rs. 25.8 billion in fiscal 2012 to Rs. 30.4 billion in fiscal 2013, primarily due to the higher level of foreign exchange and third party referral fees and fees from the credit card portfolio.

180

Non-interest expenses increased by 11.8% from Rs. 56.5 billion in fiscal 2012 to Rs. 63.2 billion in fiscal 2013, primarily due to an increase in employee expenses and an expansion in branch network offset, in part, by a reduction in collection expenses.

During fiscal 2013, there was write-back of provision of Rs. 0.2 billion compared to provision charge of Rs. 1.9 billion in fiscal 2012.

Wholesale Banking

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Net interest income	Rs.	49,367	Rs.	68,458	US$	1,141		38.7	%
Non-interest income		41,014		38,216		637		(6.8	)
Total income		90,381		106,674		1,778		18.0
Non-interest expenses		19,965		24,843		414		24.4
Profit before provisions		70,416		81,831		1,364		16.2
Provisions		8,339		15,642		261		87.6
Profit before tax	Rs.	62,077	Rs.	66,189	US$	1,103		6.6	%

The following table sets forth, for the periods indicated, the outstanding balances of key assets and liabilities.

	Outstanding balance at March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Advances	Rs.	1,899,350	Rs.	2,225,648	US$	37,094		17.2	%
Deposits		838,726		996,340		16,606		18.8

The wholesale banking loan book increased by 17.2% from Rs. 1,899.4 billion at year-end fiscal 2012 to Rs. 2,225.6 billion at year-end fiscal 2013. The increase was primarily driven by focus on disbursements out of existing sanctions, fresh lendings to corporates and on account of impact of rupee depreciation on the loan portfolio of overseas branches. The domestic term deposits in the segment increased by 18.9% from Rs. 608.3 billion at year-end fiscal 2012 to Rs. 723.4 billion at year-end fiscal 2013. The domestic current account deposits increased by 9.7% from Rs. 167.5 billion at year-end fiscal 2012 to Rs. 183.7 billion at year-end fiscal 2013.

Profit before tax of the wholesale banking segment increased from Rs. 62.1 billion in fiscal 2012 to Rs. 66.2 billion in fiscal 2013, primarily due to an increase in net interest income offset, in part, by an increase in non-interest expenses and provisions.

Net interest income increased by 38.7% from Rs. 49.4 billion in fiscal 2012 to Rs. 68.5 billion in fiscal 2013, primarily due to higher interest income on assets.

Non-interest income decreased by 6.8% from Rs. 41.0 billion in fiscal 2012 to Rs. 38.2 billion in fiscal 2013 primarily due to moderation in lending linked fee income offset, in part, by an increase in foreign exchange and transaction banking related fees from corporate clients.

Non-interest expenses increased by 24.4% from Rs. 20.0 billion in fiscal 2012 to Rs. 24.8 billion in fiscal 2013, primarily due to increase in employee expenses.

Provisions increased from Rs. 8.3 billion in fiscal 2012 to Rs. 15.6 billion in fiscal 2013, primarily due to provisions made on non-performing loans and loans restructured during fiscal 2013. See also “—Selected Consolidated Financial and Operating Data - Provisions and contingencies (excluding tax provisions) - Provisions for Restructured Loans and Non-performing Assets”.

181

Treasury

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Net interest income	Rs.	18,833	Rs.	25,094	US$	418		33.2	%
Non-interest income		8,145		14,175		236		74.0
Total income		26,978		39,269		654		45.6
Non-interest expenses		1,690		1,763		29		4.3
Profit before provisions		25,288		37,506		625		48.3
Provisions		2,847		893		15		(68.6	)
Profit before tax	Rs.	22,441	Rs.	36,613	US$	610		63.2	%

The following table sets forth, for the periods indicated, the closing balances of key assets and liabilities.

	Closing balance at March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Investments	Rs.	1,595,230	Rs.	1,714,391	US$	28,573		7.5	%
Borrowings		1,401,649		1,453,415		24,224		3.7

Our treasury operations include the maintenance and management of regulatory reserves, proprietary trading in equity and fixed income and a range of foreign exchange and derivatives products and services, such as forward contracts, swaps and options. It also includes investments made by ICICI Eco-net Internet and Technology Fund, ICICI Equity Fund, ICICI Emerging Sectors Fund, ICICI Strategic Investments Fund and ICICI Venture Value Fund.

Profit before tax of the treasury segment increased from Rs. 22.4 billion in fiscal 2012 to Rs. 36.6 billion in fiscal 2013, primarily due to an increase in net interest income and non-interest income.

Net interest income increased by 33.2% from Rs. 18.8 billion in fiscal 2012 to Rs. 25.1 billion in fiscal 2013, primarily due to benefit on account of investment in longer duration statutory liquidity ratio securities at higher yields and reset of interest rates on floating rate bonds linked to treasury bills yields at higher levels.

Non-interest income increased from Rs. 8.1 billion in fiscal 2012 to Rs. 14.2 billion in fiscal 2013, primarily due to increase in dividend income from subsidiaries, realized gain on the treasury segment’s government securities portfolio, other fixed income positions and lower level of losses on security receipts, offset, in part, by the mark-to-market/realized loss on the equity portfolio as equity markets remained volatile in fiscal 2013.

Other Banking

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Net interest income	Rs.	7,430	Rs.	9,960	US$	166		34.1	%
Non-interest income		2,989		4,300		72		43.9
Total income		10,419		14,260		238		36.9
Non-interest expenses		4,110		4,396		73		7.0
Profit before provisions		6,309		9,864		165		56.3
Provisions		2,381		3,454		58		45.1
Profit before tax	Rs.	3,928	Rs.	6,410	US$	107		63.2	%

182

The following table sets forth, for the periods indicated, the outstanding balances of the key assets and liabilities.

	Outstanding balance on March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Advances	Rs.	354,985	Rs.	376,854	US$	6,281		6.2	%
Investments		114,136		88,111		1,469		(22.8	)
Deposits		272,705		228,693		3,812		(16.1	)
Borrowings	Rs.	114,736	Rs.	166,315	US$	2,772		45.0	%

Other banking business includes our hire purchase and leasing operations, our overseas banking subsidiaries, ICICI Bank UK, ICICI Bank Canada and ICICI Bank Eurasia Limited Liability Company and other items not attributable to any particular business segment of the Bank.

Profit before tax of our other banking segment increased from Rs. 3.9 billion in fiscal 2012 to Rs. 6.4 billion in fiscal 2013, primarily due to an increase in net interest income and non-interest income.

Net interest income increased by 34.1% from Rs. 7.4 billion in fiscal 2012 to Rs. 10.0 billion in fiscal 2013, primarily due to an increase in net interest income of ICICI Bank Canada and due to an increase in interest received on income tax refunds due upon the completion of pending income tax assessments of Rs. 2.7 billion in fiscal 2013, compared to Rs. 0.8 billion in fiscal 2012, offset, in part, by a decrease in net interest income of ICICI Bank UK. The net interest income of ICICI Bank Canada increased primarily due to an increase in net interest margin in fiscal 2013 as compared to fiscal 2012. The net interest income of ICICI Bank UK decreased on account of a decline in average interest-earning assets. Average interest-earning assets declined primarily due to a decrease in average loans and advances and average investments.

Non-interest income increased by 43.9% from Rs. 3.0 billion in fiscal 2012 to Rs. 4.3 billion in fiscal 2013, primarily due to ICICI Bank UK’s higher fee income, mark-to-market gains on the derivatives portfolio in fiscal 2013, compared to mark-to-market losses in fiscal 2012, and lower realized loss on investments in fiscal 2013.

Non-interest expenses increased by 7.0% from Rs. 4.1 billion in fiscal 2012 to Rs. 4.4 billion in fiscal 2013, primarily due to an increase in non-interest expenses of our overseas banking subsidiaries.

Loans increased by 6.2% from Rs. 355.0 billion at year-end fiscal 2012 to Rs. 376.9 billion at year-end fiscal 2013, primarily due to an increase in loans of ICICI Bank Canada. Loans of ICICI Bank Canada increased primarily due to an increase in securitized insured mortgages portfolio. Loans of ICICI Bank UK increased marginally due to rupee depreciation.

Investments decreased by 22.8% from Rs. 114.1 billion at year-end fiscal 2012 to Rs. 88.1 billion at year-end fiscal 2013, primarily due to a decline in investments of ICICI Bank UK, offset, in part, by an increase in investments of ICICI Bank Canada.

ICICI Bank UK’s investment portfolio decreased by 52.3% from Rs. 59.7 billion at year-end fiscal 2012 to Rs. 28.5 billion at year-end fiscal 2013, primarily due to a decline in investment in bonds on account of sales and maturities, a decrease in investment in mortgage backed securities on account of redemptions and a decrease in investment in treasury bills.

ICICI Bank Canada’s investment portfolio increased by 9.9% from Rs. 53.6 billion at year-end fiscal 2012 to Rs. 58.9 billion at year-end fiscal 2013 primarily due to increase in investments in treasury bills.

183

Deposits decreased by 16.1% from Rs. 272.7 billion at year-end fiscal 2012 to Rs. 228.7 billion at year-end fiscal 2013 due to a decrease in term deposits of ICICI Bank UK and ICICI Bank Canada.

Borrowings increased by 45.0% from Rs. 114.7 billion at year-end fiscal 2012 to Rs. 166.3 billion at year-end fiscal 2013, primarily due to an increase in the borrowings of ICICI Bank Canada and ICICI Bank UK. Borrowings of the ICICI Bank Canada increased due to an increase in borrowings under securitized insured mortgages. Borrowings of ICICI Bank UK increased primarily due to an increase in bond borrowings issued and borrowings under repurchase transactions during fiscal 2013.

Life Insurance

The following table sets forth, for the periods indicated, the principal components of profit before tax.

	Year ended March 31,
	2012			2013			2013			2013/2012 % change
	(in millions, except percentages)
Premium earned	Rs.	140,216		Rs.	135,382		US$	2,256			(3.4	)%
Premium on reinsurance ceded		(937	)		(1,210	)		(20	)		29.1
Net premium earned		139,279			134,172			2,236			(3.7	)
Other income		28,541			26,479			441			(7.2	)
Investment income		8,383			13,109			218			56.4
Total income		176,203			173,760			2,895			(1.4	)
Commission paid		6,069			7,654			128			26.1
Claims/benefits paid		5,419			11,662			194			–
Operating expenses		18,951			18,026			300			(4.9	)
Total expenses		30,439			37,342			622			22.7
Transfer to linked funds		106,639			94,334			1,572			(11.5	)
Provisions for policy holder liabilities (non-linked)		24,988			26,387			440			5.6
Profit before tax	Rs.	14,137		Rs.	15,697		US$	261			11.0	%

The following table sets forth, for the periods indicated, the outstanding balance of key assets and liabilities.

	Outstanding balance on March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Investments	Rs.	107,703	Rs.	145,083	US$	2,418		34.7	%
Assets held to cover linked liabilities		578,174		575,208		9,587		(0.5	)
Liabilities on life policies in force	Rs.	662,295	Rs.	689,105	US$	11,485		4.0	%

The life insurance industry has witnessed a declining trend in new business year-on-year since fiscal 2011. Life insurance industry registered a decline of 1.9% in retail weighted new business premium during fiscal 2013. The public sector registered a decline of 4.1% and the private sector registered a growth of 1.9% during fiscal 2013. Fiscal 2013 was the first year after regulatory changes in September 2010 that the private sector grew.

ICICI Prudential Life Insurance Company registered a growth of 17.5% during fiscal 2013 against a decline of 23.5% in fiscal 2012. ICICI Prudential Life Insurance Company maintained its leadership position among the private sector companies on retail weighted new business premium basis. The relatively stronger growth of ICICI Prudential Life Insurance Company, as compared to the industry decline, resulted in an increase in market share based on retail weighted new business premium basis from 5.9% in fiscal 2012 to 7.0% in fiscal 2013, according to Insurance Regulatory and Development Authority.

Assets under management increased by 4.8% from Rs. 707.7 billion at fiscal 2012 to Rs. 741.6 billion at fiscal 2013.

184

Profit before tax of ICICI Prudential Life Insurance Company increased by 11.0% from Rs. 14.1 billion in fiscal 2012 to Rs. 15.7 billion in fiscal 2013 primarily due to an increase in investment income and lower operating expenses as well as the continued income stream from business sold in prior years.

The total premium income of ICICI Prudential Life Insurance Company decreased by 3.4% from Rs. 140.2 billion in fiscal 2012 to Rs. 135.4 billion in fiscal 2013. Renewal premium decreased by 8.9% from Rs. 95.8 billion in fiscal 2012 to Rs. 87.3 billion in fiscal 2013, and single premium decreased by 22.5% from Rs. 8.0 billion in fiscal 2012 to Rs. 6.2 billion in fiscal 2013. Renewal premium decreased because of higher surrender of policies and the decline of new business volumes in the past few years, which is reflected in renewal premium with a lag. The new business premium (regular premium business) increased by 15.1% from Rs. 36.4 billion in fiscal 2012 to Rs. 41.9 billion in fiscal 2013.

Other income of ICICI Prudential Life Insurance Company decreased by 7.2% from Rs. 28.5 billion in fiscal 2012 to Rs. 26.5 billion in fiscal 2013. There was a decrease in surrender charges, including income on foreclosure of policies, offset, in part, by an increase in policy fees.

Investment income of ICICI Prudential Life Insurance Company increased by 56.4% from Rs. 8.4 billion in fiscal 2012 to Rs. 13.1 billion in fiscal 2013, primarily due to an increase in average non-linked assets under management and higher yields on the debt portfolio.

Commission expenses of ICICI Prudential Life Insurance Company increased by 26.1% from Rs. 6.1 billion in fiscal 2012 to Rs. 7.7 billion in fiscal 2013, primarily due to an increase in the proportion of conventional products in the new business mix, as the commission rates on conventional products are higher than on unit-linked products.

Claims and benefit payouts of ICICI Prudential Life Insurance Company increased from Rs. 5.4 billion in fiscal 2012 to Rs. 11.7 billion in fiscal 2013 due to higher surrenders, maturities and annuity payouts.

The operating expenses of ICICI Prudential Life Insurance Company decreased by 4.9% from Rs. 19.0 billion in fiscal 2012 to Rs. 18.0 billion in fiscal 2013, mainly due to a decrease in branch-related expenses in fiscal 2013 compared to fiscal 2012. The number of branches decreased from 992 at year-end fiscal 2012 to 559 at year-end fiscal 2013.

Transfer to linked funds represents the transfer of premium received, including the renewal premium on linked policies of ICICI Prudential Life Insurance Company to investments, which has decreased by 11.5% from Rs. 106.6 billion in fiscal 2012 to Rs. 94.3 billion in fiscal 2013 due to a decrease in the volume of our unit-linked insurance business (including renewal) during fiscal 2013. In the linked business, the premium amount paid by the policy holder after the deduction of charges and the premium for risk cover is invested in the underlying asset or index as chosen by the policy holder.

Assets held to cover the linked liabilities of ICICI Prudential Life Insurance Company decreased marginally by 0.5% from Rs. 578.2 billion at year-end fiscal 2012 to Rs. 575.2 billion at year-end fiscal 2013.The decrease in linked assets under management is primarily attributable to high withdrawals from the funds offset, in part, by higher investment income. In the linked business, the premium amount paid by the policy holder, after the deduction of charges and the premium for risk cover, is invested in the underlying asset or index as chosen by the policy holder. The risks and rewards on the investments of linked policies therefore lie to a large extent with the policy holders.

Liability under existing life insurance policies to be paid by ICICI Prudential Life Insurance Company increased by 4.0% from Rs. 662.3 billion at year-end fiscal 2012 to Rs. 689.1 billion at year-end fiscal 2013 on account of improved market conditions and an increase in non-linked assets during fiscal 2013.

General Insurance

The following table sets forth, for the periods indicated, the principal components of profit before tax.

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	Year ended March 31,
	2012			2013			2013			2013/2012 % change
	(in millions, except percentages)
Gross written premium (including premium on reinsurance accepted)	Rs.	60,144		Rs.	64,091		US$	1,068			6.6	%
Premium on reinsurance ceded		(19,057	)		(22,636	)		(377	)		18.8
Unexpired risk reserve		(5,597	)		(1,362	)		(23	)		(75.7	)
Net premium earned		35,490			40,093			668			13.0
Commission income (net)		614			1,831			31			–
Investment income from pool(1)		858			141			2			(83.6	)
Investment income		4,084			5,730			96			40.3
Total income		41,046			47,795			797			16.4
Operating expenses		8,706			10,189			170			17.0
Claims/benefits paid		36,008			33,789			563			(6.2	)
Other expenses (net)		284			1,000			17			—
Total expense		44,998			44,978			750			—
Profit/(loss) before tax	Rs.	(3,952	)	Rs.	2,817		US$	47			—

(1) Investment income from pool represents our share of income from the terrorism pool and the Indian Motor Third Party Insurance Pool for Commercial Vehicles. The pools represent a multilateral reinsurance arrangement entered into by ICICI Lombard General Insurance Company together with other Indian insurance companies and the General Insurance Corporation. The funds belonging to the terrorism pool are administered by the General Insurance Corporation, and funds belonging to Indian Motor Third Party Insurance Pool are administered by the individual member companies.

The following table sets forth, for the periods indicated, the outstanding balances of key assets and liabilities.

	Outstanding balance on March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Investments	Rs.	60,336	Rs.	67,275	US$	1,121		11.5	%
Current liabilities including claims outstanding		70,130		77,460		1,169		10.5
Provisions	Rs.	20,044	Rs.	21,875	US$	334		9.1	%

ICICI Lombard General Insurance Company was the largest private sector general insurance company in India during fiscal 2013, with a market share of 9.5% in gross written premium (excluding premium on the motor third party insurance pool), according to Insurance Regulatory and Development Authority and General Insurance Council.

In accordance with the Insurance Regulatory and Development Authority guidelines, ICICI Lombard General Insurance Company, together with all other general insurance companies, participated in the Pool, administered by the General Insurance Corporation of India covering third party risks of commercial vehicles, from April 1, 2007. As per the Insurance Regulatory and Development Authority direction effective March 31, 2012, the Pool was dismantled on a clean cut basis and general insurance companies were required to recognise the Pool liabilities as per loss ratios estimated by the General Actuaries Department of the United Kingdom with the option to recognise the same over a three year period. ICICI Lombard General Insurance Company recognized the additional liabilities of the Pool in fiscal 2012 and therefore, the loss after tax of ICICI Lombard General Insurance Company for fiscal 2012 included the impact of additional Pool losses of Rs. 6.9 billion. During fiscal 2013, the Appointed Actuary carried out re-assessment of liabilities relating to policies underwritten by ICICI Lombard General Insurance Company for risks incepted between April 1, 2007 and March 31, 2012. Based on the re-assessment, ICICI Lombard General Insurance Company recognized additional provision of Rs. 1.0 billion during fiscal 2013.

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The Insurance Regulatory and Development Authority ordered the dismantling of the Pool with effect from March 31, 2012 and set up a framework for the Indian Motor Third Party Declined Risk Insurance Pool (the Declined Risk Pool) for commercial vehicles. The Declined Risk Pool is effective from April 1, 2012. Under Declined Risk Pool approach, insurers will cede to the Declined Risk Pool only the policies that they would not consider underwriting themselves. Additionally, as compared to the earlier Pool approach of ceding all third party premiums (including those related to comprehensive policies), under the Declined Risk Pool framework, only specific third party insurance premiums will be pooled. Every insurer is required to underwrite a minimum percentage of standalone commercial vehicle motor third party insurance, and any shortfall compared to this requirement is allocated to the insurers from the Declined Risk Pool.

ICICI Lombard General Insurance Company made profit before tax of Rs. 2.8 billion in fiscal 2013 compared to loss of Rs. 4.0 billion in fiscal 2012, primarily due to impact of the Pool losses on account of the additional provisions of Rs. 6.9 billion in fiscal 2012 made as per the Insurance Regulatory and Development Authority’s order.

The gross written premium (including its share of the motor third party insurance pool) increased by 6.6% from Rs. 60.1 billion in fiscal 2012 to Rs. 64.1 billion in fiscal 2013, primarily due to the growth in motor insurance business and health insurance business. The net premium income increased from Rs. 35.5 billion in fiscal 2012 to Rs. 40.1 billion in fiscal 2013, primarily due to the growth in the motor insurance business and the health insurance business. Net commission income increased from Rs. 0.6 billion in fiscal 2012 to Rs. 1.8 billion in fiscal 2013, primarily due to an increase in the commission on higher reinsurance ceded in the motor insurance and the health insurance business. Operating expenses increased from Rs. 8.7 billion in fiscal 2012 to Rs. 10.2 billion in fiscal 2013, primarily due to higher business support expenses on account of an increase in business and also on account of higher provision for doubtful receivables. Claims/benefits paid decreased by 6.2% from Rs. 36.0 billion in fiscal 2012 to Rs. 33.8 billion in fiscal 2013, primarily due to lower provisions on the third party risks on motor insurance.

Investments increased by 11.5% from Rs. 60.3 billion at year-end fiscal 2012 to Rs. 67.3 billion at year-end fiscal 2013, primarily due to an increase in business and the re-investment of income from investments in fiscal 2013. Current liabilities, including claims outstanding, increased by 10.5% from Rs. 70.1 billion at year-end fiscal 2012 to Rs. 77.5 billion at year-end fiscal 2013, primarily due to an increase in claims outstanding on account of dismantling of the Pool effective April 1, 2012.

Others

The “others” segment mainly includes ICICI Prudential Asset Management Company Limited, ICICI Venture Funds Management Company Limited, ICICI Securities Limited, ICICI Securities Primary Dealership Limited and ICICI Home Finance Company Limited.

ICICI Prudential Asset Management Company Limited manages the investment schemes of ICICI Prudential Mutual Fund, which was among the top three mutual funds in India in terms of average funds under management in March 2013, with a market share of 10.8%, according to Association of Mutual Funds in India. The average assets under management for ICICI Prudential Mutual Fund increased primarily on account of an increase in average assets under management of debt products in fiscal 2013.

ICICI Securities Limited and ICICI Securities Primary Dealership Limited are engaged in equity underwriting and brokerage and primary dealership in government securities respectively. ICICI Securities Limited owns icicidirect.com, a leading online brokerage platform.

Profit before tax of the “others” segment decreased from Rs. 8.1 billion in fiscal 2012 to Rs. 7.8 billion in fiscal 2013 mainly due to decline in profit before tax of ICICI Venture Funds Management Company Limited, ICICI Home Finance Company Limited and ICICI Securities Limited offset, in part, by an increase in profit before tax of ICICI Securities Primary Dealership Limited and ICICI Prudential Asset Management Company Limited.

The following table sets forth, for the periods indicated, the principal components of profit before tax.

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	Year ended March 31,
	2012		2013		2013		2013/2012 % change
	(in millions, except percentages)
Net interest income	Rs.	4,369	Rs.	3,960	US$	66		(9.4	)%
Non-interest income		14,753		14,740		246		(0.1	)
Total income		19,122		18,700		312		(2.2	)
Non-interest expenses		10,680		10,820		180		1.3
Operating profit before provisions and tax		8,442		7,880		132		(6.7	)
Provisions		333		63		1		(81.1	)
Profit before tax	Rs.	8,109	Rs.	7,817	US$	131		(3.6	)%

Net interest income decreased by 9.4% from Rs. 4.4 billion in fiscal 2012 to Rs. 4.0 billion in fiscal 2013, primarily due to higher cost of funds.

Non-interest income remained at a similar level of Rs. 14.7 billion in fiscal 2013, compared to Rs. 14.8 billion in fiscal 2012, primarily due to a decrease in carry income, offset, in part, by an increase in trading gains and an increase in fees on mutual funds operations on account of an increase in average assets under management.

Non-interest expenses increased marginally from Rs. 10.7 billion in fiscal 2012 to Rs. 10.8 billion in fiscal 2013.

ICICI Prudential Asset Management Company made a profit before tax of Rs. 1.6 billion in fiscal 2013 compared to Rs. 1.3 billion in fiscal 2012, primarily due to an increase in fee income on account of an increase in average assets under management.

ICICI Securities Limited made a profit before tax of Rs. 1.0 billion in fiscal 2013, compared to Rs. 1.2 billion in fiscal 2012, due to trading losses in fiscal 2013 and an increase in staff cost and other administrative expenses, offset, in part, by an increase in net interest income.

ICICI Securities Primary Dealership made a profit before tax of Rs. 1.8 billion in fiscal 2013, compared to Rs. 1.3 billion in fiscal 2012, primarily due to an increase in trading gains. Trading gains increased in fiscal 2013 on account of higher trading opportunities as the yield on 10-year government securities declined in fiscal 2013 compared to an increase in fiscal 2012.

ICICI Home Finance Company Limited made a profit before tax of Rs. 3.0 billion in fiscal 2013 compared to Rs. 3.5 billion in fiscal 2012 primarily due to a decrease in net interest income offset, in part, by lower provision on loans.

ICICI Venture Fund Management Company Limited made a profit before tax of Rs. 0.3 billion in fiscal 2013 compared to Rs. 0.9 billion in fiscal 2012 primarily due to a decrease in management fees and a decrease in distribution income from venture capital funds.

Related Party Transactions

During fiscal 2014, we entered into transactions with related parties consisting of (i) associates/other related entities and (ii) key management personnel and their close family members.

Related Parties

Associates/Other Related Entities

During fiscal 2014, the following parties were identified as our associates/other related entities: FINO PayTech Limited, I-Process Services (India) Private Limited, NIIT Institute of Finance Banking and Insurance Training

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Limited, Comm Trade Services Limited, ICICI Foundation for Inclusive Growth, Rainbow Fund (upto December 31, 2013), ICICI Merchant Services Private Limited, Mewar Aanchalik Gramin Bank and India Infradebt Limited.1

Key Management Personnel and their Close Family Members

Our key management personnel include our executive directors. The following individuals were our key management personnel during fiscal 2014: Ms. Chanda Kochhar; Mr. N. S. Kannan; Mr. K. Ramkumar and Mr. Rajiv Sabharwal. The close family members of the above key management personnel are also our related parties. Close family members in relation to the executive directors means their spouses, children, siblings and parents. We have applied the Indian GAAP standard in determining the close family members of the executive directors.

Related Party Transactions

The following are the material transactions between us and our associates/other related entities or our key management personnel or their close family members. A related party transaction is disclosed as a material related party transaction whenever it exceeds 10% of all related party transactions in that category.

For additional details, see also “Management—Compensation and Benefits to Directors and Officers—Loans” and note 2 - “Related Party Transactions” of Schedule 18 to the consolidated financial statements included herein.

Insurance Services

During fiscal 2014, we received insurance premiums from our associates/other related entities amounting to Rs. 32 million, from key management personnel of the Bank amounting to Rs. 1 million and from the close family members of key management personnel amounting to Rs. 0.6 million. Our material transactions during fiscal 2014 amounted to Rs. 24 million of premiums received from FINO PayTech Limited and amounted to Rs. 4 million of premiums received from ICICI Foundation for Inclusive Growth. The premiums received were towards cover for health insurance, personal accident, motor and miscellaneous items.

During fiscal 2014, we paid claims to I-Process Services (India) Private Limited amounting to Rs. 0.4 million and to FINO PayTech Limited amounting to Rs. 0.1 million.

Fees, Commission and Other Income

During fiscal 2014, we received fees, commission and other income from our associates/other related entities amounting to Rs. 10 million, from key management personnel of the Bank amounting to Rs. 0.02 million and from the close family members of key management personnel, amounting to Rs. 0.1 million. Our material transactions during fiscal 2014 included Rs. 8 million of fees, commission and other income received from ICICI Merchant Services Private Limited and Rs. 2 million of fees, commission and other income received from NIIT Institute of Finance Banking and Insurance Training Limited. These transactions primarily generated bank charges for us.

Lease of Premises, Shared Corporate and Facilities Expenses

During fiscal 2014, we received lease of premises, facilities and other administrative costs from our associates/other related entities amounting to Rs. 91 million. Our material transactions during fiscal 2014 included Rs. 68 million received from ICICI Foundation for Inclusive Growth, Rs. 19 million from FINO PayTech Limited and Rs. 1 million from ICICI Merchant Services Private Limited. The amounts were paid to the Bank towards its share of the shared corporate expenses, infrastructure and technology sharing charges as specified by the operations agreement between the Bank and ICICI Foundation for Inclusive Growth and FINO PayTech Limited.

Secondment of Employees

During fiscal 2014, we received compensation from I-Process Services (India) Private Limited amounting to Rs. 7 million for the secondment of our employees.

(1) This entity was incorporated and identified as a related party during the three months ended December 31, 2012.

(2) Insignificant amount.

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Brokerage, Fees and Other Expenses

During fiscal 2014, we paid brokerage fees and other expenses to our associates/other related entities amounting to Rs. 3.6 billion. Our material transactions during fiscal 2014 included Rs. 1.7 billion in brokerage fees and other expenses paid to I-Process Services (India) Private Limited, Rs. 1.4 billion in brokerage fees and other expenses paid to ICICI Merchant Services Private Limited and Rs. 474 million in brokerage fees and other expenses paid to FINO PayTech Limited. These transactions primarily pertain to outsourcing services and expenses towards providing basic banking services/health insurance products to the rural segment of the country, including enrollment activities, issuance of cards, authentication devices and other incidental technology related services.

Sale of Investments

During fiscal 2014, we sold certain investments to Mewar Aanchalik Gramin Bank amounting to Rs. 148 million.

Interest Expenses

During fiscal 2014, we paid interest to our associates/other related entities amounting to Rs. 345 million, to our key management personnel amounting to Rs. 4 million and to the close family members of key management personnel amounting to Rs. 2 million, towards interest on deposits and bonds. Our material transactions during fiscal 2014 included Rs. 269 million of interest paid to India Infradebt Limited and Rs. 70 million of interest paid to Mewar Aanchalik Gramin Bank.

Interest Income

During fiscal 2014, we received interest from our associates/other related entities amounting to Rs. 56 million, from our key management personnel amounting to Rs. 0.9 million, and from the close family members of key management personnel amounting to Rs. 0.6 million. Our material transactions during fiscal 2014 included Rs. 48 million of interest received from ICICI Merchant Services Private Limited and Rs. 8 million of interest received from Mewar Aanchalik Gramin Bank. These transactions mainly pertain to interest received on bonds and loans.

Dividends Paid

During fiscal 2014, the Bank paid dividends to its key management personnel, amounting to Rs. 8 million. The dividend paid during fiscal 2014 to Ms. Chanda Kochhar was Rs. 7 million and to Mr. N. S. Kannan was Rs. 1 million.

Sale of fixed assets

During fiscal 2014, the Bank sold fixed assets to India Infradebt Limited amounting to Rs. 2.7 million.

Donations Given

During fiscal 2014, we gave donations to the ICICI Foundation for Inclusive Growth amounting to Rs. 258 million.

Related Party Balances

The following table sets forth, at the date indicated, our balance payable to/receivable from our associates/other related entities:

Items	At year-end fiscal 2014
	(in millions)
Deposits from related parties held by us	Rs.	4,232
Loans and advances to related parties(1)		2
Our investments in related parties		1,904
Investments in our shares held by related parties		15
Payables to related parties		381
Guarantees issued by us for related parties	Rs.	0.1

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The following table sets forth, at the date indicated, the balance payable to/receivable from the key management personnel:

Items	At year-end fiscal 2014
	(in millions, except number of shares)
Deposits from key management personnel	Rs.	51
Loans and advances to key management personnel(2)		28
Investments in our shares held by key management personnel		4
Employee stock options outstanding (numbers)		3,760,000
Employee stock options exercised(3)	Rs.	0.4

The following table sets forth, at the date indicated, the balance payable to/receivable from the close family members of key management personnel:

Items	At year-end fiscal 2014
	(in millions)
Deposits from close family members of key management personnel	Rs.	29
Loans and advances to close family members of key management personnel(1)	Rs.	6

The following table sets forth, for the period indicated, the maximum balance payable to/receivable from the key management personnel:

Items	Year ended March 31, 2014
	(in millions)
Deposits from key management personnel	Rs.	83
Loans and advances to key management personnel(2)		31
Investments in our shares held by key management personnel	Rs.	4

The following table sets forth, for the period indicated, the maximum balance payable to/receivable from the close family members of key management personnel:

Items	Year ended March 31, 2014
	(in millions)
Deposits from close family members of key management personnel	Rs.	30
Loans and advances to close family members of key management personnel(1)	Rs.	8

(1) The loans and advances (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features.

(2) The loans and advances (a) were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons or (b) were made on the same terms, including interest rates and collateral, as those prevailing at the time for other employees as part of employee loan scheme, and (c) did not involve more than the normal risk of collectability or present other unfavorable features.

(3) During fiscal 2014, 37,500 employee stock options were exercised by the key management personnel of the Bank, which have been reported at face value.

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Joint Ventures and Associates

From fiscal 2006, TCW/ICICI Investment Partners Limited (earlier known as TCW/ICICI Investment Partners LLC) has been classified as a Joint Venture as per AS 27 on “Financial Reporting of Interests in Joint Ventures”. During fiscal 2014, TCW/ICICI Investment Partners Limited ceased to be a jointly controlled entity and accordingly, has not been consolidated.

From fiscal 2008, ICICI Bank started applying equity method accounting for investment in FINO Pay Tech Limited (earlier known as Financial Inclusion Network & Operations Limited), I-Process Services (India) Private Limited, I-Solutions Providers (India) Private Limited, NIIT Institute of Finance, Banking and Insurance Training Limited and ICICI Venture Value Fund as associates, as required by AS 23 on “Accounting for Investments in Associates in Consolidated Financial Statements”. However, due to an increase in the equity stake in the ICICI Venture Value Fund from 48.0% to 54.8% during fiscal 2010 by ICICI Ventures Fund Management Company Limited, a wholly owned subsidiary of the Bank, ICICI Venture Value Fund has been consolidated as required by AS 21 on “Consolidated Financial Statements”. However, from fiscal 2014, due to redemption of units of ICICI Venture Value Fund, this entity ceased to be a consolidating entity and accordingly, has not been consolidated. During fiscal 2012, I-Solutions Providers (India) Private Limited was amalgamated with I-Process Services (India) Private Limited.

From fiscal 2009, ICICI Bank started applying equity method accounting for investment in Crossdomain Solutions Private Limited, Contests2win.com India Private Limited, Transafe Services Limited and Prize Petroleum Company Limited as per the equity method prescribed by AS 23 on “Accounting for Investments in Associates in Consolidated Financial Statements”. However, from fiscal 2010, due to the sale of investments in the equity share capital of Crossdomain Solutions Private Limited, Contests2win.com India Private Limited, and Transafe Services Limited, these entities ceased to be associates from the respective date of the sale and accordingly, these entities have not been consolidated. From fiscal 2012, due to the sale of investments in the equity share capital of Prize Petroleum Company Limited, this entity ceased to be an associate from its date of the sale, and, accordingly, has not been consolidated.

From fiscal 2010, ICICI Bank started applying equity method accounting for investment in Rainbow Fund and ICICI Merchant Services Private Limited as per the equity method prescribed by AS 23 on “Accounting for Investments in Associates in Consolidated Financial Statements”. However, from fiscal 2014, due to redemption of units of Rainbow Fund, this entity ceased to be an associate from its date of the redemption, and, accordingly, has not been consolidated.

From fiscal 2011, ICICI Bank started applying equity method accounting for investment in Mewar Aanchalik Gramin Bank as per the equity method prescribed by AS 23 on “Accounting for Investments in Associates in Consolidated Financial Statements”.

From fiscal 2013, ICICI Bank started applying equity method accounting for investment in India Infradebt Limited as per the equity method prescribed by AS 23 on “Accounting for Investments in Associates in Consolidated Financial Statements”.

Under Indian GAAP, we have not consolidated certain entities in which investments are intended to be temporary. However under U.S. GAAP, these entities have been consolidated in accordance with FASB ASC Subtopic 810-10, “Consolidation – Overall”. Under Indian GAAP, investment in 3i Infotech Limited was not accounted as per equity method based on the severe long-term restrictions on 3i Infotech Limited under its debt restructuring arrangement that impair the ability of 3i Infotech Limited to transfer funds to its investors and the Group’s continued intention to reduce the stake in 3i Infotech Limited below 20% in the future. However, under U.S. GAAP, this entity has been accounted for as an equity affiliate in accordance with FASB ASC Subtopic 323-10 “Investments – Equity Method and Joint Ventures”.

Reconciliation of Net Profit between Indian GAAP and U.S. GAAP

Our consolidated financial statements are prepared in accordance with Indian GAAP, which differs in certain significant aspects from U.S. GAAP. The following discussion explains the significant adjustments to our consolidated profit after tax under Indian GAAP in fiscal 2014, fiscal 2013 and fiscal 2012 that would result from the application of U.S. GAAP instead of Indian GAAP.

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Consolidated net income attributable to the shareholders of ICICI Bank of Rs. 101.4 billion in fiscal 2014 under U.S. GAAP was lower than the profit after tax attributable to the shareholders of ICICI Bank of Rs. 110.4 billion under Indian GAAP. During fiscal 2014, the net income under U.S. GAAP was lower primarily due to the impact of higher loan loss provisioning under U.S. GAAP as compared to Indian GAAP, higher losses on valuation of securities under U.S. GAAP, lower profits attributable to the shareholders’ of ICICI Bank from insurance subsidiaries, reversal of exchange gain recognized in the income statement under Indian GAAP on repatriation of profits by overseas branches and the impact of differences in accounting for compensation cost under U.S. GAAP, offset, in part, by the impact of amortization of loan processing fees, net of costs under U.S. GAAP and a higher deferred tax benefit as compared to Indian GAAP. See also note 20 to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes” under U.S. GAAP included herein.

The difference in accounting for the provision for loan losses resulted in a lower net income by Rs. 8.7 billion in fiscal 2014 as compared to lower net income by Rs. 1.3 billion in fiscal 2013 under U.S. GAAP, as compared to Indian GAAP. This was primarily due to differences in the methodology of computing loan loss allowances between Indian GAAP and U.S. GAAP, resulting in timing differences in the recognition of such losses. During fiscal 2014, loan loss provisioning was higher under U.S. GAAP as compared to Indian GAAP primarily due to higher additions of commercial loans to non-performing loans. Further, provisions on performing loans increased due to an increase in the overall loan portfolio and credit rating downgrades for certain loans. The cumulative provisions under U.S. GAAP at year-end fiscal 2014 continue to be higher than the cumulative provisions held under Indian GAAP, as shown in the statement of stockholders’ equity reconciliation. See also note 20(a) to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes” under U.S. GAAP included herein.

The difference in accounting for business combinations resulted in lower net income under U.S. GAAP by Rs. 0.8 billion in fiscal 2014 and by Rs. 1.1 billion in fiscal 2013, primarily because of the amortization of intangible assets. Under Indian GAAP, no intangible assets were created in business combinations by the Bank. However, under U.S. GAAP, intangible assets are created as required by FASB ASC Topic 805, “Business Combinations”. These intangibles are amortized over the estimated useful life of the intangible assets.

The difference in accounting for consolidation resulted in lower net income by Rs. 1.2 billion in fiscal 2014 as compared to higher net income by Rs. 1.9 billion in fiscal 2013 under U.S. GAAP as compared to Indian GAAP. This was primarily due to lower profits of our insurance subsidiaries by Rs. 1.2 billion in fiscal 2014 under U.S. GAAP as compared to Indian GAAP. The share of losses from entities which are treated as equity affiliates under U.S. GAAP, but not under Indian GAAP, resulted in loss of Rs. 1.6 billion in fiscal 2014 under U.S. GAAP as compared to Indian GAAP. This was offset in part, by net gain of Rs. 1.4 billion in fiscal 2014 on consolidation of certain variable interest entities (VIEs) under U.S GAAP which was not consolidated under Indian GAAP. See also note 20(c) to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes” under U.S. GAAP included herein.

The difference in accounting for the valuation of debt and equity securities resulted in lower net income by Rs. 5.8 billion in fiscal 2014 as compared to higher net income by Rs. 2.1 billion in fiscal 2013 under U.S. GAAP as compared to Indian GAAP. This was primarily due to the revaluation, resulting from changes in foreign currency exchange rates, of Euro, USD and GBP denominated available-for-sale debt securities under U.S. GAAP resulted in a loss of Rs. 2.5 billion as compared to a gain of Rs. 0.9 billion in fiscal 2013. Under U.S. GAAP, the changes in the fair value of available-for-sale securities, including currency revaluation gains/losses, are reflected in other comprehensive income, while under Indian GAAP these changes are reflected in the profit and loss account. Such foreign currency denominated available-for-sale securities are either funded in the same currency or the exchange rate risk on these investments is covered by foreign currency forwards/swaps. The impact of currency revaluation on such funding liabilities and the derivatives is taken through the income statement under both Indian GAAP and U.S. GAAP. Therefore, while the exchange rate movement risk on foreign currency denominated available-for-sale securities is economically covered, the difference in accounting treatment of the assets under U.S. GAAP as compared to Indian GAAP results in a difference in net profit between Indian GAAP and U.S. GAAP.

Under Indian GAAP unrealized losses of held for trading and available for sale securities are taken to profit and loss account. Under Indian GAAP, net unrealized gains on investments by category are ignored. Under U.S. GAAP, unrealized gains or losses on trading assets are recognized in the profit and loss account and unrealized gains or losses on securities classified as ‘available for sale’, which include all securities classified as ‘held to maturity’

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under Indian GAAP, are recognized in other comprehensive income under stockholders’ equity except for the unrealized losses on securities identified as other than temporarily impaired which are recognized in profit and loss account. There was a negative impact of other-than-temporary impairment during fiscal 2014 of Rs. 2.3 billion in fiscal 2014 as compared to Rs. 2.6 billion in fiscal 2013 under U.S. GAAP. Further, there was a negative impact of Rs. 0.9 billion in fiscal 2014 as compared to a positive impact of Rs. 3.8 billion in fiscal 2013 under U.S. GAAP, due to differences in mark-to-market accounting for available for sale securities and other differences. See also note 20(d) to our “Consolidated financial statements —Schedules forming part of the consolidated financial statements —Additional notes” under U.S. GAAP included herein.

We earn fees and incur costs on the origination of loans which are recognized upfront in Indian GAAP but are amortized in U.S. GAAP. Amortization of loan origination fees and costs resulted in higher income by Rs. 6.8 billion in both fiscal 2014 and in fiscal 2013 under U.S. GAAP as compared to Indian GAAP. Under U.S. GAAP, there was positive impact on loan processing fees and costs in fiscal 2014 and in fiscal 2013 due to higher amortization of previous years’ cumulative unamortized fees. Further, during fiscal 2014 and fiscal 2013, there was lower negative impact under U.S. GAAP as loan origination fees decreased during fiscal 2014 and fiscal 2013 as compared to fiscal 2012, which is recognized upfront as income under Indian GAAP but is amortized in U.S. GAAP. The amortization of loan fees and costs was also positively impacted in fiscal 2014 under U.S. GAAP as compared to Indian GAAP due to higher direct loan origination costs in consumer loans reflecting in an increase in business volume in these loans. See also note 20(e) to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes” under U.S. GAAP included herein.

Under Indian GAAP, on the disposal/partial disposal of a non-integral foreign operation, the cumulative/proportionate amount of the exchange differences which has been accumulated in the foreign currency translation reserve and which refers to that operation are recognized as income or expenses in the same period in which the gain or loss on disposal is recognized. Under U.S. GAAP, gain or loss accumulated in the foreign currency translation reserve is recognized in the income statement only on complete/substantially complete disposal of a non-integral foreign operation. Accordingly, profit on exchange gain on repatriation of retained earnings from overseas branches amounting to Rs. 2.2 billion under Indian GAAP was reversed under U.S. GAAP resulting in lower profit by Rs. 2.2 billion under U.S. GAAP compared to Indian GAAP in fiscal 2014. See also note 20(j) to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes” under U.S. GAAP included herein.

Deferred tax expenses were lower by Rs. 5.2 billion in fiscal 2014 as compared to being higher by Rs. 4.0 billion in fiscal 2013 under U.S. GAAP as compared to Indian GAAP.

The Bank creates a Special Reserve through appropriation of profits, in order to avail of tax benefits available to the Bank as per the Income Tax Act, 1961. Such tax benefits are refundable if the Bank withdraws funds from the Special Reserve in future periods. A deferred tax liability was not being created on such Special Reserve as the Bank does not intend to ever withdraw from this Reserve and therefore differences between taxable income and accounting income were considered not to be temporary in nature. In fiscal 2014, the Reserve Bank of India advised all banks in India to create a deferred tax liability on the amount outstanding in Special Reserve, under Indian GAAP. Under U.S. GAAP, deferred taxes are recognized and measured based on the expected manner of recovery and deferred taxes are not recognized if the expected manner of recovery does not give rise to tax consequences. Accordingly, a deferred tax liability was not created on Special Reserve based on the Bank’s continuing intention to not ever withdraw/utilize such Special Reserve and on an opinion from the legal counsel about non–taxability of such Special Reserve in the scenario of liquidation. This resulted in a reversal of deferred tax expenses of Rs. 3.0 billion under US GAAP which were recognized under Indian GAAP.

Further, there was difference due to the tax impact of Rs. 2.9 billion on U.S. GAAP adjustments over Indian GAAP and the tax impact of Rs. 1.5 billion because deferred tax assets or liabilities are created based on substantively enacted tax rates under Indian GAAP, whereas they are created on enacted tax rates in force at the balance sheet date under U.S. GAAP. This was offset, in part, by deferred tax expenses of Rs. 3.1 billion recognized on undistributed earnings of subsidiaries and affiliates under U.S. GAAP, but not recognized under Indian GAAP. See also note 20(i) to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes” under U.S. GAAP included herein.

Consolidated net income attributable to the shareholders of ICICI Bank of Rs. 101.1 billion in fiscal 2013 under U.S. GAAP was higher than the profit after tax attributable to the shareholders of ICICI Bank of Rs. 96.0 billion

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under Indian GAAP. During fiscal 2013, the net income under U.S. GAAP was higher primarily due to the positive impact of amortization of loan origination fees and costs of Rs. 6.8 billion under U.S. GAAP, higher profits of Rs. 3.8 billion on valuation of securities under U.S. GAAP as compared to Indian GAAP, higher profits of Rs. 1.8 billion attributable to the shareholders of ICICI Bank from insurance subsidiaries and the positive impact of consolidation of certain qualified special purpose entities under U.S. GAAP amounting to Rs. 1.4 billion. During fiscal 2013, as compared to Indian GAAP, net income under U.S. GAAP was impacted negatively by the higher deferred tax of Rs. 4.0 billion as compared to Indian GAAP, higher loan loss provisioning amounting to Rs. 1.3 billion, the impact of difference in accounting for business combinations of Rs. 1.1 billion and other-than-temporary impairment on available of sale securities under U.S. GAAP of Rs. 2.6 billion as compared to Indian GAAP. See also note 20 to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes” under U.S. GAAP included herein.

Consolidated net income attributable to the shareholders of ICICI Bank of Rs. 70.8 billion in fiscal 2012 under U.S. GAAP was lower than the profit after tax attributable to the shareholders of ICICI Bank of Rs. 76.4 billion under Indian GAAP. During fiscal 2012, the net income under U.S. GAAP was lower primarily due to the impact of other-than-temporary impairment of securities of Rs. 5.0 billion as compared to Indian GAAP, the impact of a difference in accounting for business combinations of Rs. 2.0 billion, higher deferred tax of Rs. 4.0 billion as compared to Indian GAAP and the impact of amortization of loan origination fees and costs of Rs. 1.9 billion under U.S. GAAP. During fiscal 2012, as compared to Indian GAAP, net income under U.S. GAAP was impacted positively by the lower loan loss provisioning amounting to Rs. 2.0 billion, the impact of consolidation of certain qualified special purpose entities under U.S. GAAP amounting to Rs. 3.1 billion, the impact of the currency revaluation of foreign currency-denominated available-for-sale debt securities amounting to Rs. 1.1 billion and the mark-to-market impact on held-for-trading and available-for-sale securities by Rs. 1.1 billion. See also note 20 to our “consolidated financial statements—schedules forming part of the consolidated financial statements—additional notes” under U.S. GAAP included herein.

For a further description of significant differences between Indian GAAP and U.S. GAAP, a reconciliation of net income and stockholders’ equity to U.S. GAAP and certain additional information required under U.S. GAAP, see notes 20 and 21 to our consolidated financial statements included herein.

Critical Accounting Policies

In order to understand our financial condition and the results of operations, it is important to understand our significant accounting policies and the extent to which we use judgments and estimates in applying those policies. Our accounting and reporting policies are in accordance with Indian GAAP and conform to standard accounting practices relevant to our products and services and the businesses in which we operate. Indian GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported income and expenses during the reported period. Accordingly, we use a significant amount of judgment and estimates based on assumptions for which the actual results are uncertain when we make the estimation. See also Schedule 17-Significant Accounting Policies to our “Consolidated Financial Statements” included herein.

ICICI Bank Limited

Accounting for Investments

ICICI Bank accounts for its investments in accordance with the guidelines on investment classification and valuation issued by the Reserve Bank of India. We classify all our investments into the following categories: (a) held to maturity, (b) available-for-sale and (c) held for trading. Under each classification, we further categorize investments into (a) government securities, (b) other approved securities, (c) shares, (d) bonds and debentures, (e) subsidiaries and joint ventures and (f) others.

Held to maturity securities are carried at their acquisition cost or at the amortized cost, if acquired at a premium over the face value. Any premium over the face value of the fixed rate and floating rate securities acquired is amortized over the remaining period to maturity on a constant effective yield basis and straight line basis respectively. Equity investments in joint ventures/associates are categorized as held-to-maturity in accordance with the Reserve Bank of India guidelines. These instruments are assessed for any permanent diminution in value and appropriate provisions are made.

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Available for sale and held for trading securities of the Bank are valued in accordance with the guidelines issued by the Reserve Bank of India. The Bank amortizes the premium, if any, over the face value of its fixed and floating rate investments in government securities classified as available-for-sale over the remaining period to maturity on a constant effective yield basis and straight line basis respectively. The market value of quoted investments are based on the trades/quotes on recognized stock exchanges, subsidiary general ledger account transactions, and price list of the Reserve Bank of India or prices declared by the Primary Dealers Association of India jointly with Fixed Income Money Market and Derivatives Association, periodically.

The Bank computes the market value of its unquoted government securities which are in the nature of Statutory Liquidity Ratio securities included in the available-for-sale and held for trading categories in accordance with rates published by the Fixed Income Money Market and Derivatives Association.

The Bank computes the market value of unquoted non-government fixed income securities, under the available-for-sale and held for trading category, wherever linked to the yield-to-maturity rates, with a mark-up (reflecting associated credit risk) over the yield to maturity rates for government securities published by the Fixed Income Money Market and Derivatives Association.

The Bank computes the market value of its unquoted equity shares at the break up value, if the latest balance sheet is available. If such a balance sheet is not available, the unquoted equity shares are valued at Re. 1 in accordance with the Reserve Bank of India guidelines.

The Bank computes the market value of its securities, under the available-for-sale and held for trading categories, scrip-wise (that is, by individual securities) and the depreciation/appreciation is aggregated for each category. Net appreciation in each category, if any, is ignored, as it is unrealized while net depreciation is provided for. Non-performing investments are identified based on Reserve Bank of India guidelines.

The Bank accounts for repurchase and reverse repurchase transactions with banks and financial institutions as borrowing and lending transactions respectively in accordance with the current guidelines of the Reserve Bank of India. It accounts for transactions with the Reserve Bank of India under the liquidity adjustment facility as borrowing and lending transactions.

As per the Reserve Bank of India guidelines, the Bank follows the trade date method of accounting for the purchase and sale of investments, except for government of India and state government securities, for which the settlement date method of accounting is followed.

Provisions/Write-offs on Loans and Other Credit Facilities

ICICI Bank classifies its loans into standard, substandard and doubtful assets based on the number of days an account is overdue. Loans held at the overseas branches that are identified as impaired as per host country regulations for reasons other than record of recovery, but which are standard as per the extant Reserve Bank of India guidelines, are classified as non-performing loans to the extent of amount outstanding in the host country. The Bank classifies non-performing loans as loss assets when it believes that the loans are no longer collectible or the security available is below 10% of the balance outstanding. The Bank creates specific provisions on its secured and unsecured corporate loans classified as substandard and doubtful assets at rates prescribed by the Reserve Bank of India. For loans booked in overseas branches, which are standard as per the extant Reserve Bank of India guidelines but are classified as non-performing loans based on host country guidelines, provisions are made as per the host country regulations. For loans booked in overseas branches, which are non-performing loans as per the extant Reserve Bank of India guidelines and as per host country guidelines, provisions are made at the higher of the provisions required under Reserve Bank of India regulations and host country regulations. Loans in the retail asset portfolio classified as sub-standard and doubtful are provided for at rates prescribed by our internal policy subject to minimum provisioning requirements set by the Reserve Bank of India. Loss assets are fully provided for or written off. The Bank held specific provisions for retail loans that are higher than the minimum regulatory requirements. The Bank held specific provisions against non-performing loans and a general provision against standard loans and floating provision taken over from the Bank of Rajasthan upon amalgamation.

The Bank determines provision for its restructured/rescheduled loans based on the diminution in the fair value of the loan under the methodology prescribed by the Reserve Bank of India. For loans classified as sub-standard and

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doubtful assets that are restructured, the Bank computes the diminution in fair value of the loan in addition to the loan loss provisions.

Loan accounts subjected to restructuring are upgraded to the standard category if the borrower demonstrates, over a minimum period of one year after the date when first payment of interest or of principal, whichever is later, falls due, the ability to repay the loan in accordance with the contractual terms and the borrower gets reinstated to a normal level of general provisions for standard loans/risk weights for capital adequacy computations. The Bank upgrades all other non-performing loans to a standard account if arrears of interest and principal are fully paid by the borrower.

The Reserve Bank of India has issued separate guidelines governing the off-balance sheet exposures of banks. The guidelines require banks to treat only unpaid amounts due for more than 90 days under derivatives contracts as non-performing assets. Further, mark-to-market gains on other derivative contracts with same counter-parties are reversed through profit and loss account. The Bank also creates general provisions on its standard loans based on the guidelines issued by the Reserve Bank of India. For performing loans in overseas branches, the general provision is made at higher of host country regulations requirement and the Reserve Bank of India requirement. The general provisioning requirements applicable to the loan assets in the standard asset category are applicable to banks’ derivative and gold exposures, using the current exposure method according to the guidelines of the Reserve Bank of India.

Additionally, the Bank creates provisions on individual country exposures including indirect country risk (other than for home country exposures). The countries are categorized into seven risk categories: insignificant, low, moderately low, moderate, moderately high, high and very high and provisioning is made for those exposures exceeding 180 days on a graded scale ranging from 0.25% to 25%. For exposures with a contractual maturity of less than 180 days, provision is required to be held at 25% of the rates applicable to exposures exceeding 180 days. The indirect exposure is reckoned at 50% of the exposure. If the country exposure (net) of the Bank with respect to each country does not exceed 1% of the total funded assets, no provision is required for such country exposure.

Transfer and Servicing of Assets

ICICI Bank transfers commercial and consumer loans through securitization transactions. The transferred loans are de-recognized, and gains/losses are accounted for only if we surrender the rights to benefits specified in the underlying securitized loan contract. Recourse and servicing obligations are accounted for net of provisions.

Under Indian GAAP, with effect from February 1, 2006, net income arising from securitization of loan assets is accounted for over the life of the securities issued or to be issued by the special purpose vehicle/special purpose entity to which the assets are sold. With effect from May 7, 2012, the profit/premium arising from securitization is amortized over the life of the transaction based on the method prescribed by the Reserve Bank of India. Net loss arising on account of the sell-down securitization and direct assignment of loan assets is recognized at the time of sale.

In the case of loans sold to an asset reconstruction company, the excess provision is not reversed but is utilized to meet the shortfall/loss on account of the sale of other financial assets to the securitization/ reconstruction company.

ICICI Prudential Life Insurance Company

Premium is recognized as income when due from policyholders. For our unit-linked business, premium is recognized as income when the associated units are created. Premium on lapsed policies is recognized as income when such policies are reinstated.

Income from linked funds, which includes fund management charges, policy administration charges, mortality charges, etc., are recovered from the linked funds in accordance with terms and conditions of policies issued and are recognized when due.

Acquisition costs are costs that vary with and are primarily related to the acquisition of insurance contracts and are expensed in the period in which they are incurred.

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Statutory reserves are held as per the requirements of the Insurance Regulatory and Development Authority and the Actuarial Society of India. Accordingly, the reserves are computed using the Gross Premium Method using assumptions for interest, mortality, morbidity, expense and inflation and, in the case of participating policies, future bonuses together with allowance for taxation and allocation of profits to shareholders.

Certain actuarial reserves on lapsed policies created in earlier years are not immediately released through our profit and loss account upon the lapse of the policy. The release of such actuarial reserves are accounted for as funds for future appropriations as a balance sheet item in accordance with the instructions received from the Insurance Regulatory and Development Authority and the same is recognized in our profit and loss account only on the expiration of the reinstatement period and on the Appointed Actuary’s recommendation. Based on the recommendation of Appointed Actuary unappropriated profits are held in the Balance Sheet as Funds for Future Appropriations.

Investments are accounted for in accordance with the provisions of Insurance Act and guidelines issued by the Insurance Regulatory and Development Authority in this context from time to time. Accordingly, unrealized gain on investment is not taken into the profit and loss account except in the case of unit-linked businesses. Unrealized gains/losses arising due to changes in the fair value of equity shares and mutual fund units, in non-unit-linked policyholders’ and shareholders’ segments, are reflected in the “Fair Value Change Account” in the balance sheet.

Fair Value Measurements

We determine the fair values of our financial instruments based on the fair value hierarchy established in ASC Topic 820. The standard describes three levels of inputs that may be used to measure fair value.

The valuation of Level 1 instruments is based upon the unadjusted quoted prices of identical instruments traded in active markets.

The valuation of Level 2 instruments is based upon the quoted prices for similar instruments in active markets, the quoted prices for identical or similar instruments in markets that are not active, prices quoted by market participants and prices derived from valuation models which use significant inputs that are observable in active markets. Inputs used include interest rates, yield curves, volatilities and credit spreads, which are available from public sources such as Reuters, Bloomberg, Foreign Exchange Dealers Association of India and the Fixed Income Money Markets and Derivatives Association of India.

The valuation of Level 3 instruments is based on valuation techniques or models which use significant market unobservable inputs or assumptions. Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable or when the determination of the fair value requires significant management judgment or estimation.

The valuation methodologies adopted by us for valuing our investments and derivatives portfolio are summarized below. A substantial portion of the portfolio is valued based on the unadjusted quoted or traded prices or based on models using market observable inputs such as interest rates, yield curves, volatilities and credit spreads available from public sources like Reuters, Bloomberg and stock exchanges.

The rupee denominated fixed income portfolio, which includes all rupee investments in government securities and corporate bonds, is valued based on guidelines for market participants established by the Fixed Income Money Market and Derivatives Association. The Fixed Income Money Market and Derivatives Association is an association of scheduled commercial banks, public financial institutions, primary dealers and insurance companies, and is a voluntary market body for bonds, derivatives and money markets in India. The international investments portfolio is generally valued on the basis of quoted prices. In certain markets, due to illiquidity, we use alternate valuation methodologies based on our own assumptions and estimates of the fair values.

A substantial part of the derivatives portfolio is valued using market observable inputs like swap rates, foreign exchange rates, volatilities and forward rates. The valuation of derivatives is carried out primarily using the market quoted swap rates and foreign exchange rates. Certain structured derivatives are valued based on counterparty quotes. The exposure regarding derivative transactions is computed and is marked against the credit limits approved for the respective counterparties.

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We also hold investments and derivatives that have been valued based on unobservable inputs or that involve significant assumptions made by the management in arriving at their fair values. Such instruments are classified under Level 3 as per the classification defined in FASB ASC Topic 820 “Fair Value Measurements and Disclosures”.

A description of the valuation methodologies of Level 3 investments under U.S. GAAP

Our total investment in Level 3 instruments amounted to Rs. 139.1 billion at year-end fiscal 2014, as compared to Rs. 77.8 billion at year-end fiscal 2013. Out of the total Level 3 investments, investments amounting to Rs. 135.3 billion were India-linked and investments amounting to Rs. 3.8 billion were non-India linked. India-linked investments consisted of pass through certificates of Rs. 127.9 billion, venture capital units of Rs. 3.6 billion, corporate bonds of Rs. 1.9 billion, security receipts of Rs. 0.7 billion, equity shares of Rs. 0.6 billion, preference shares of Rs. 0.5 billion and debentures of Rs. 0.1 billion. Non-India linked investments consisted of mortgage backed securities of Rs. 3.1 billion, asset backed commercial papers of Rs. 0.7 billion and equity shares of Rs. 0.3 million at year-end fiscal 2014.

Bonds that have been identified as illiquid and valued on the basis of a valuation model are classified as Level 3 instruments, only if the input used to value those securities is collected from unobservable market data or if the bonds were valued after making adjustment to the market observable data. The investment in bonds of Rs. 1.9 billion is valued at the amortized cost net of impairment or based on prices available from Bloomberg which are developed using internal estimates and assumptions or based on market value of the underlying collateral.

Due to illiquidity in the asset backed and mortgage backed security markets, a substantial part of these securities are classified as Level 3 and valuation models are used to value these securities.

The valuation of Indian pass through certificates is dependent on the estimated cash flows that the underlying trust would pay out. The underlying trust makes assumptions with regards to various variables to arrive at the estimated cash flows. The cash flows for pass through certificates are discounted at the yield-to-maturity rates and credit spreads published by Fixed Income Money Market and Derivatives Association on month ends.

The valuation of security receipts and venture capital funds is calculated using the net asset value published by the issuing company.

Our Canadian subsidiary holds investments in asset backed commercial paper amounting to Rs. 0.7 billion (book value, net of provision) at year-end fiscal 2014, which are overdue. We have made provisions on these investments based on management’s estimates of expected recovery. Retained interest, largely representing the excess spread of mortgage interest over the rate of return on the mortgaged backed securities, has been recorded as available-for-sale securities in the balance sheet at fair value of Rs. 3.1 billion determined using an internal model.

The methodologies we use for validating the pricing of products which are priced with reference to market observable inputs include comparing the outputs of our models with counterparty quotes, in comparison with pricing from third party pricing tools, replicating the valuation methodology used in the model or other methods used on a case-by-case basis. The prices are also computed under various scenarios and are checked for consistency. However, for products where there are no reliable market prices or market observable inputs available, valuation is carried out using models developed using alternate approaches and incorporating proxies wherever applicable. The validation of pricing models is performed by an independent risk management group, and approved by the Asset Liability Management Committee.

Recently Issued Accounting Pronouncements under U.S. GAAP

Financial Services – Investment Companies

In June 2013, the FASB issued Accounting Standards Update No. 2013-08, “Amendments to the Scope, Measurement, and Disclosure Requirements” (ASU2013-08), an update to Topic 946 – Financial Services – Investment Companies. The amendments change the approach to the investment company assessment in Topic 946, clarify the characteristics of an investment company and provide comprehensive guidance for assessing whether an entity is an investment company. Accounting Standards Update No. 2013-08 is effective for interim and annual reporting periods beginning after December 15, 2013. We are in the process of evaluating the impact of adopting this statement.

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Reclassification of Defaulted Consumer Mortgage Loans upon Foreclosure

In January 2014, the FASB issued Accounting Standards Update No. 2014-04, Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in-substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The Accounting Standards Update will become effective for annual and interim periods beginning after December 15, 2014 and can be adopted using either a modified retrospective method or a prospective transition method with the cumulative effect being recognized in the retained earnings of the earliest annual period for which the Accounting Standards Update is adopted. We are in the process of evaluating the impact of adopting this update.

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists (a consensus of the FASB Emerging Issues Task Force). This Accounting Standards Update requires that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset for a net operating loss or other tax credit carry-forward when settlement in this manner is available under the tax law. The assessment of whether settlement is available under the tax law would be based on facts and circumstances as of the balance sheet reporting date and would not consider future events.

This Accounting Standards Update is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are in the process of evaluating the impact of adopting this update.

Convergence of Indian accounting standards with International Financial Reporting Standards

The financial statements and other financial information included here are based on our consolidated financial statements under Indian GAAP. The Finance Minister of India in his budget speech in July 2014, expressed the need for convergence of current Indian accounting standards with International Financial Reporting Standards as issued by International Accounting Standards Board. Accordingly, he has proposed for adoption of the new Indian Accounting Standards by the Indian companies from fiscal 2016 voluntarily and from fiscal 2017 on a mandatory basis. Based on the international consensus, the regulators will separately notify the date of implementation of new Indian Accounting Standards for banks and insurance companies. Financial statements prepared under International Financial Reporting Standards may diverge significantly from the financial statements and other financial information prepared under Indian GAAP.

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MANAGEMENT

Directors and Executive Officers

Our Board of Directors, consisting of 12 members at June 30, 2014, is responsible for the management of our business. Our organizational documents provide for a minimum of three directors and a maximum of 21 directors, excluding the government director and the debenture director (defined below), if any. We may, subject to the provisions of our organizational documents and the Companies Act, 2013, change the maximum number of directors by a special resolution which has to be duly approved by the shareholders. A special resolution is considered as duly approved where the votes cast by members in favour of the resolution are not less than three times the number of the votes, if any, cast against the resolution. In addition, under the Banking Regulation Act 1949, the Reserve Bank of India may require us to convene a meeting of our shareholders for the purposes of appointing new directors to our Board of Directors.

The Banking Regulation Act requires that at least 51% of our directors should have special knowledge or practical experience in banking and areas relevant to banking including accounting, finance, agriculture and small scale industry. All of our directors are professionals with special knowledge of one or more of the above areas. The appointment of the chairman and executive directors requires the approval of the Reserve Bank of India, in addition to the approval of shareholders required for appointment of all directors other than the government director and the debenture director. In classification of directors as independent, we have relied on the declaration of independence provided by the independent directors as prescribed under the Companies Act and placed at the board meeting held on April 25, 2014, applicable Reserve Bank of India guidelines and circulars and certain legal advice obtained. The Companies Act excludes the government director from the definition of independent director. The Reserve Bank of India has also prescribed ‘fit and proper’ criteria to be considered while appointing persons as directors of banking companies. Our directors (other than the government director) are required to make declarations confirming their ongoing compliance of the ‘fit and proper’ criteria. Our Board Governance Remuneration & Nomination Committee/Board of Directors has reviewed the declarations received from the directors in this regard and determined that all our directors satisfy the ‘fit and proper’ criteria. Further, pursuant to the Reserve Bank of India guidelines, a person would be eligible for appointment as director if he or she is between 35 and 70 years of age.

Our organizational documents also provide that we may execute trust deeds in respect of our debentures under which the trustee or trustees may appoint a director, known as the debenture director. The debenture director is not subject to retirement by rotation and may only be removed as provided in the relevant trust deed. Currently, there is no debenture director on our Board of Directors.

Of the 12 directors, four directors are in our whole-time employment, or executive directors, one is a government director and the remaining seven directors are independent directors. Mr. Alok Tandon, Joint Secretary, Department of Financial Services, Ministry of Finance, has been nominated as government nominee director on the Board of ICICI Bank Limited in place of Mr. Arvind Kumar, with effect from June 6, 2014. Of the seven independent directors, Mr. K. V. Kamath is the Chairman of our Board and the others are company/corporate executives, retired company executives, advisors and chartered accountants. Of the seven independent directors, two have specialized knowledge in respect of agriculture and rural economy or small scale industry.

In 2013, the Indian Parliament enacted the Companies Act, 2013 which made several changes to corporate law in India which was thus far governed by the Companies Act, 1956. The Companies Act, 2013 provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years. To compute the period of five consecutive years, the tenure of every independent director was reckoned afresh from April 1, 2014. Pursuant to the provisions of the Banking Regulation Act, none of the directors other than the Chairman and executive directors may hold office continuously for a period exceeding eight years. The Companies Act also provides that in respect of banking companies, the provisions of the Act shall apply except in so far as the said provisions are inconsistent with the provisions of the Banking Regulation Act.

Pursuant to the provisions of the Companies Act, at least two-thirds of the total number of directors other than independent directors are subject to retirement by rotation. The government director and the debenture director are not subject to retirement by rotation as per our organizational documents. One-third of the directors liable to retire by rotation must retire from office at each annual meeting of shareholders. A retiring director is eligible for re-election.

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Mr. K.V. Kamath was the Managing Director and CEO of ICICI Bank from May 3, 2002 until April 30, 2009 and was appointed as non-executive Chairman for a period of five years effective May 1, 2009. The shareholders at the annual general meeting held on June 24, 2013 approved the re-appointment of K. V. Kamath for a period of five years effective May 1, 2014 up to April 30, 2019 and the Reserve Bank of India has approved his re-appointment for a period of three years effective May 1, 2014 up to April 30, 2017. Of the remaining independent directors, Dileep Choksi and V. K. Sharma have a residual tenure of more than five years out of their total eight year tenure permitted under the Banking Regulation Act. Dileep Choksi’s tenure as per the Companies Act, 2013 would be up to March 31, 2019 and he would be eligible for re-appointment up to April 25, 2021, which is the balance period permitted under the Banking Regulation Act. The appointment of V. K. Sharma as an independent director was approved by the shareholders at the annual general meeting held on June 30, 2014 for a period of five years up to March 31, 2019, after which he would be eligible for re-appointment up to March 5, 2022. The residual tenure of the other independent directors under the Banking Regulation Act is less than five years and they will continue to hold office as independent directors till the expiry of their tenure under the Banking Regulation Act. Ms. Chanda Kochhar was appointed as Executive Director effective April 1, 2001, designated as Deputy Managing Director effective April 29, 2006 and Joint Managing Director and Chief Financial Officer effective October 19, 2007. She was appointed as Managing Director and CEO for a period of five years effective May 1, 2009. The shareholders at the annual general meeting held on June 24, 2013, approved the re-appointment of Ms. Chanda Kochhar for a period of five years effective April 1, 2014 up to March 31, 2019. The Reserve Bank of India has approved the re-appointment of Ms. Chanda Kochhar up to April 30, 2017.

Mr. K. Ramkumar was appointed as Executive Director, for a period of five years, effective February 1, 2009. The shareholders at the annual general meeting held on June 24, 2013 approved the re-appointment of Mr. K. Ramkumar for a period of five years effective February 1, 2014 up to January 31, 2019. The Reserve Bank of India has approved the re-appointment of Mr. K. Ramkumar up to January 31, 2017.

Mr. N. S. Kannan was appointed as Executive Director and Chief Financial Officer, for a period of five years, effective May 1, 2009. The shareholders at the annual general meeting held on June 24, 2013 approved the re-appointment of Mr. N. S. Kannan for a period of five years effective May 1, 2014 up to April 30, 2019. The Reserve Bank of India has approved the re-appointment of Mr. N. S. Kannan up to April 30, 2017.

Our Board at its Meeting held on October 25, 2013 approved the change in designation of Mr. N. S. Kannan to Executive Director. The Board at the same meeting designated Mr. Rakesh Jha, Deputy Chief Financial Officer as the Chief Financial Officer. He continues to report to Mr. N. S. Kannan.

Mr. Rajiv Sabharwal was appointed as Executive Director for a period of five years effective June 24, 2010. The Reserve Bank of India approval for Mr. Sabharwal’s appointment is valid till June 23, 2015. The shareholders at the annual general meeting of the Bank held on June 30, 2014 approved the re-appointment of Mr. Rajiv Sabharwal for a period of five years effective June 24, 2015 until June 23, 2020. This is subject to the approval of the Reserve Bank of India.

Dr. Swati Piramal, an independent director of the Bank, resigned from the Board effective February 26, 2014.

The Board, at its Meeting held on March 6, 2014, appointed Mr. V. K. Sharma, Managing Director of Life Insurance Corporation of India as an additional Director effective March 6, 2014. The shareholders at the annual general meeting held on June 30, 2014 approved the appointment of Mr. V. K. Sharma as an independent director for a period of five years until March 31, 2019. Mr. Alok Tandon, Joint Secretary, Department of Financial Services, Ministry of Finance, has been nominated as government nominee Director on the Board of ICICI Bank Limited in place of Mr. Arvind Kumar with effect from June 6, 2014.

Our Board of Directors had the following members at June 30, 2014:

Name, designation and profession	Age	Date of first Appointment	Particulars of other Directorship(s) at June 30, 2014
Mr. Kundapur Vaman Kamath Independent Chairman	66	April 17, 1996	Lead Independent Director Infosys Limited Director Schlumberger Limited

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Name, designation and profession Age Date of first Appointment Particulars of other Directorship(s) at June 30, 2014

Mr. Dileep Choksi Non-Executive Director Profession: Advisor	64	April 26, 2013	Director ICICI Lombard General Insurance Company Limited ICICI Home Finance Company Limited AIA Engineering Limited Datamatics Global Services Limited Lupin Limited Mafatlal Cipherspace Private Limited Hexaware Technologies Limited Incube Ventures Private Limited
Mr. Homi Khusrokhan Non-Executive Director Profession: Advisor	70	January 21, 2010	Director Advinus Therapeutics Limited Fulford (India) Limited LIC Nomura Mutual Fund Trustee Company Private Limited Novalead Pharma Private Limited Samson Maritime Limited Tata AIA Life Insurance Company Limited The Anglo Scottish Education Society
Mr. Alok Tandon Nominee Director Profession: Government Service	51	June 6, 2014	Director IFCI Limited National Housing Bank Small Industries Development Bank of India United India Insurance Company Limited
Mr. M. S. Ramachandran Non-Executive Director Profession: Advisor	69	April 25, 2009	Director Ester Industries Limited Gulf Oil Corporation Limited Gulf Oil Lubricants India Limited Houghton International Inc. Infrastructure India Plc Supreme Petrochem Limited International Paper APPM Limited
Dr. Tushaar Shah Non-Executive Director Profession: Advisor	62	May 3, 2010	Member: Board of Governors DSC Foundation
Mr. V. K. Sharma Non-Executive Director Profession: Managing Director, Life Insurance Corporation of India	55	March 6, 2014	Managing Director Life Insurance Corporation of India Director ACC Limited Infrastructure Leasing & Financial Services Limited LIC Pension Fund Limited Life (International) B.S.C Bahrain Limited

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Name, designation and profession Age Date of first Appointment Particulars of other Directorship(s) at June 30, 2014

Mr. V. Sridar Non-Executive Director Profession: Advisor	66	January 21, 2010	Director Aadhar Housing Finance Limited Cent Bank Home Finance Limited ICICI Prudential Life Insurance Company Limited IDFC AMC Trustee Company Limited Morpheus Capital Advisors Private Limited Ponni Sugars (Erode) Limited Sarda Metals and Alloys Limited Seshasayee Paper and Boards Limited STCI Primary Dealer Limited
Ms. Chanda Kochhar Managing Director and CEO Profession: Company Executive	52	April 1, 2001	Chairperson ICICI Bank UK Plc ICICI Bank Canada ICICI Bank Eurasia Limited Liability Company ICICI Prudential Life Insurance Company Limited ICICI Lombard General Insurance Company Limited ICICI Prudential Asset Management Company Limited ICICI Securities Limited Member-Board Institute of International Finance, Inc Member-Executive Board Indian School of Business
Mr. N. S. Kannan Executive Director Profession: Company Executive	49	May 1, 2009	Chairman ICICI Securities Primary Dealership Limited Director ICICI Bank UK Plc ICICI Bank Canada ICICI Prudential Life Insurance Company Limited ICICI Lombard General Insurance Company Limited ICICI Prudential Asset Management Company Limited Member - Supervisory Board ICICI Bank Eurasia Limited Liability Company Member - Advisory Board IITB Monash Research Academy
Mr. K. Ramkumar Executive Director Profession: Company Executive	52	February 1, 2009	Director ICICI Prudential Life Insurance Company Limited ICICI Venture Funds Management Company Limited
Mr. Rajiv Sabharwal Executive Director Profession: Company Executive	48	June 24, 2010	Chairman ICICI Home Finance Company Limited Director ICICI Prudential Life Insurance Company Limited

Our executive officers at June 30, 2014 were as follows:

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Name	Age	Designation and Responsibilities	Years of work experience	Total remuneration in fiscal 2014(1) (in Rupees)	Bonus for fiscal 2014(2) (in Rupees)	Stock options granted for fiscal 2013	Stock options granted for fiscal 2014(2)	Total stock options granted through June 2014	Total stock options outstanding at June 30, 2014(3)	Shareholdings at June 30, 2014(4)
Ms. Chanda Kochhar	52	Managing Director and CEO	30	36,766,563	15,516,081	250,000	290,000	2,405,000	2,000,000	343,925
Mr. N. S. Kannan	49	Executive Director	27	24,973,590	10,400,859	125,000	145,000	997,400	795,000	50,225
Mr. K. Ramkumar	52	Executive Director	29	27,093,201	10,400,859	125,000	145,000	1,215,000	918,000	–
Mr. Rajiv Sabharwal	48	Executive Director	24	23,561,751	9,928,989	125,000	145,000	730,000	688,000	27,000
Mr. Vijay Chandok	46	President	23	25,305,626	9,534,105	90,000	105,000	796,100	672,025	6,000
Ms. Zarin Daruwala	49	President	24	23,898,126	9,534,105	90,000	105,000	705,600	622,000	61,452
Mr. Rakesh Jha	42	CFO	17	16,956,584	4,667,040	42,500	58,000	538,650	405,250	–

(1) Includes salary and other benefits and ICICI Bank’s contribution to superannuation fund, provident and gratuity fund paid for fiscal 2014 and excludes bonus for fiscal 2012 (if any) and fiscal 2013 which was paid in fiscal 2014.

(2) Stock options granted and bonuses for fiscal 2014 are subject to approval of the Reserve Bank of India.

(3) Each stock option, once exercised, is equivalent to one equity share of ICICI Bank. ICICI Bank granted these stock options to its executive officers at no cost. See “—Compensation and Benefits to Directors and Officers—Employee Stock Option Scheme” for a description of the other terms of these stock options.

(4) Executive officers and directors (including non-executive directors) as a group held about 0.08% of ICICI Bank’s equity shares as of this date.

Ms. Chanda Kochhar has a post-graduate degree in management from Jamnalal Bajaj Institute of Management Studies, Mumbai and a degree in cost and works accountancy from the Institute of Cost and Works Accountants of India. She started her career in 1984 with ICICI in its project finance department and has worked in the areas of corporate banking, infrastructure financing, e-commerce, strategy, retail banking and finance. She was appointed to our Board as an Executive Director in April 2001. Our Board designated her as Deputy Managing Director effective April 29, 2006 and as Joint Managing Director and Chief Financial Officer effective October 19, 2007. Effective May 1, 2009 our Board appointed Ms. Chanda Kochhar as Managing Director and CEO.

Mr. N. S. Kannan is a graduate in mechanical engineering, a post-graduate in management from the Indian Institute of Management, Bangalore and a chartered financial analyst from the Institute of Chartered Financial Analysts of India. He joined ICICI in 1991. He has worked in the areas of corporate finance, infrastructure finance, structured finance, treasury and life insurance. He was Chief Financial Officer and Treasurer of ICICI Bank from 2003 to 2005 and Executive Director on the board of ICICI Prudential Life Insurance Company from 2005 to 2009. Our Board of Directors appointed him as Executive Director and Chief Financial Officer effective May 1, 2009. Our board re-designated Mr. Kannan as Executive Director, effective October 25, 2013. His responsibilities include finance, treasury, commercial banking, legal, risk management, corporate social responsibility, corporate communications and corporate branding. He is also responsible for day-to-day administration of the compliance and internal audit functions.

Mr. K. Ramkumar is a science graduate from Madras University with a post-graduate diploma in personnel management. He worked with ICI India before joining ICICI Bank in 2001 in the human resources department. In 2006 he was designated as Group Chief Human Resources Officer. Our Board of Directors appointed him as Executive Director effective February 1, 2009. Effective August 1, 2014, he will be responsible for operations and will also head ICICI Foundation for Inclusive Growth as its President.

Mr. Rajiv Sabharwal is a graduate in mechanical engineering and a post-graduate in management from the Indian Institute of Management, Lucknow. He joined ICICI in 1998 and has worked in the areas of credit policy, collections, mortgage finance, consumer loans, rural banking, microfinance and financial inclusion. He left the services of the Bank in December 2008 and rejoined effective April 1, 2010, as Senior General Manager in charge of retail banking. Our Board of Directors appointed him as an Executive Director effective June 24, 2010. He is currently responsible for retail banking and inclusive and rural banking.

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Mr. Vijay Chandok is a post-graduate in management from Narsee Monjee Institute of Management Studies, Mumbai. He joined ICICI in 1993 and has worked in the areas of corporate banking, small enterprises and retail banking. He was designated as Group Executive-International Banking in April 2010 and re-designated as President effective May 10, 2011. He is responsible for international banking and small and medium enterprise businesses.

Ms. Zarin Daruwala is a chartered accountant and company secretary. She joined ICICI in 1989 and has worked in various areas including fund raising, project finance, corporate banking, investment banking and agri-business. She was designated as Group Executive – Wholesale Banking in July 2010 and re-designated as President effective May 10, 2011. She is responsible for wholesale banking including corporate banking, project finance, financial institutions & capital markets business and government banking.

Mr. Rakesh Jha is an engineering graduate from the Indian Institute of Technology at Delhi and a post-graduate in management from the Indian Institute of Management, Lucknow. He joined ICICI in 1996 and has worked in various areas including planning, strategy, finance and treasury. He was designated the Deputy Chief Financial Officer of ICICI Bank in May 2007 and Chief Financial Officer in October 2013. His responsibilities include financial reporting, planning & strategy, asset-liability management and technology management & infrastructure.

Corporate Governance

Our corporate governance policies recognize the accountability of the Board and the importance of making the Board transparent to all our constituents, including employees, customers, investors and the regulatory authorities, and for demonstrating that the shareholders are the ultimate beneficiaries of our economic activities.

Our corporate governance framework is based on an effective independent board, the separation of the Board’s supervisory role from the executive management and the constitution of Board committees, generally comprising a majority of independent directors and chaired by independent directors, to oversee critical areas and functions of executive management.

Our corporate governance philosophy encompasses regulatory and legal requirements, such as the terms of listing agreements with stock exchanges, aimed at a high level of business ethics, effective supervision and enhancement of value for all stakeholders.

Our Board’s role, functions, responsibility and accountability are clearly defined. In addition to its primary role of monitoring corporate performance, the functions of our Board include:

· approving corporate philosophy and mission;

· participating in the formulation of strategic and business plans;

· reviewing and approving financial plans and budgets;

· monitoring corporate performance against strategic and business plans, including overseeing operations;

· ensuring ethical behavior and compliance with laws and regulations;

· reviewing and approving borrowing limits;

· formulating exposure limits; and

· keeping shareholders informed regarding plans, strategies and performance.

To enable our Board of Directors to discharge these responsibilities effectively, executive management provides detailed reports on its performance to the Board on a quarterly basis.

Our Board functions either as a full board or through various committees constituted to oversee specific operational areas. These Board committees meet regularly. The constitution and main functions of the various committees are given below.

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Audit Committee

As of the date of filing this annual report, the Audit Committee comprises four independent directors — Mr. Homi Khusrokhan, Mr. Dileep Choksi, Mr. M. S. Ramachandran and Mr. V. Sridar. Mr. Homi Khusrokhan, an independent director, is the Chairman of the Committee and Mr. Dileep Choksi is the alternate Chairman. Mr. Homi Khusrokhan, Mr. Dileep Choksi and Mr. V. Sridar are chartered accountants.

Our Board of Directors has also determined that Mr. Dileep Choksi qualifies as an Audit Committee financial expert.

The Audit Committee provides direction to the audit function and monitors the quality of internal and statutory audit. The responsibilities of the Audit Committee include examining the financial statements and auditor’s report and overseeing the financial reporting process to ensure fairness, sufficiency and credibility of financial statements, recommendation of appointments, terms of appointment and removal of central and branch statutory auditors and chief internal auditor and fixation of their remuneration, approval of payment to statutory auditors for other permitted services rendered by them, review and monitor with the management the auditor’s independence, performance and effectiveness of audit process, review of functioning of whistle blower policy, review of the quarterly and annual financial statements before submission to the Board, review of the adequacy of internal control systems and the internal audit function, review of compliance with inspection and audit reports and reports of statutory auditors, review of the findings of internal investigations, approval of transactions with related parties or any subsequent modifications, review of statement of significant related party transactions, review of management letters/letters on internal control weaknesses issued by statutory auditors, review the statement of uses/application of funds raised through an issue (public issue, rights issue or preferential issue) with the management, review the statement of funds utilized for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency with the management, monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take steps in this matter, discussion on the scope of audit with external auditors and examination of reasons for substantial defaults, if any, in payment to stakeholders, valuation of undertakings or assets, evaluation of risk managements systems and scrutiny of inter-corporate loans and investments. The Audit Committee is also empowered to appoint/oversee the work of any registered public accounting firm, establish procedures for receipt and treatment of complaints received regarding accounting and auditing matters and engage independent counsel and also provide for appropriate funding for compensation to be paid to any firm/advisors. In addition, the Audit Committee also exercises oversight on the regulatory compliance function of the Bank. The Audit Committee is also empowered to approve the appointment of the Chief Financial Officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background of the candidate.

All significant audit and non-audit services to be provided by our principal accountants are pre-approved by the Audit Committee before such services are provided to us.

Board Governance, Remuneration and Nomination Committee

As of the date of filing this annual report, the Board Governance, Remuneration and Nomination Committee comprises three independent directors— Mr. Homi Khusrokhan, Mr. K. V. Kamath and Mr. M. S. Ramachandran. Mr. Homi Khusrokhan, an independent director, is the Chairman of the Committee.

The functions of the Committee include identification of persons qualified to become directors and who may be appointed in senior management and recommendation of their appointments and removal to the Board, evaluation of the performance of the Managing Director and CEO and wholetime directors on pre-determined parameters, recommendation to the Board of the remuneration (including performance bonus and perquisites) to wholetime directors, approval of the policy for and quantum of bonus payable to the members of the staff, recommendation to the Board of a policy relating to the remuneration for the directors, key managerial personnel and other employees, framing of guidelines for the Employees Stock Option Scheme and recommendation of grant of ICICI Bank stock options to the employees and the wholetime directors of ICICI Bank and its subsidiary companies and formulation of the criteria for determining qualifications, positive attributes and independence of a director.

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Corporate Social Responsibility Committee

As of the date of filing this annual report, the Corporate Social Responsibility Committee comprises three directors—Mr. M. S. Ramachandran, Dr. Tushaar Shah and Ms. Chanda Kochhar. Mr. M. S. Ramachandran, an independent director, is the Chairman of the Committee.

The functions of the Committee include review of corporate social responsibility initiatives undertaken by the ICICI Group and the ICICI Foundation for Inclusive Growth, formulation and recommendation to the Board of corporate social responsibility policy, reviewing and recommending the annual corporate social responsibility plan to the Board, making recommendations to the Board with respect to the corporate social responsibility initiatives, policies and practices of the ICICI Group, monitoring the corporate social responsibility activities and reviewing and implementing, if required, any other matters related to corporate social responsibility initiatives as recommended/suggested by the Reserve Bank of India or any other body.

Credit Committee

As of the date of filing this annual report, the Credit Committee comprises four directors—Mr. K. V. Kamath, Mr. Homi Khusrokhan, Mr. M. S. Ramachandran, and Ms. Chanda Kochhar. Mr. K. V. Kamath, an independent director, is the Chairman of the Committee.

The functions of the Committee include review of developments in key industrial sectors and major credit portfolios and approval of credit proposals as per the authorization approved by the Board.

Customer Service Committee

As of the date of filing this annual report, the Customer Service Committee comprises four directors—Mr. M. S. Ramachandran, Mr. K. V. Kamath, Mr. V. Sridar and Ms. Chanda Kochhar. Mr. M. S. Ramachandran, an independent director, is the Chairman of the Committee.

The functions of the Committee include review of customer service initiatives, overseeing the functioning of the Customer Service Council and evolving innovative measures for enhancing the quality of customer service and improvement in the overall satisfaction level of customers.

Fraud Monitoring Committee

As of the date of filing this annual report, the Fraud Monitoring Committee comprises seven directors—Mr. V. Sridar, Mr. K. V. Kamath, Mr. Dileep Choksi, Mr. Homi Khusrokhan, Mr. V. K. Sharma, Ms. Chanda Kochhar and Mr. Rajiv Sabharwal. Mr. V. Sridar, an independent director, is the Chairman of the Committee.

The Committee monitors and reviews all the frauds involving an amount of Rs. 10.0 million and above with the objective of identifying the systemic lacunae, if any, that facilitated perpetration of the fraud and to put in place measures to rectify the same. The Committee is also empowered to identify the reasons for delay in detection, if any, and report to top management of the Bank and the Reserve Bank of India on the same. The progress of investigations and recovery positions is also monitored by the Committee. The Committee also ensures that staff accountability is examined at all levels in all the cases of frauds and that action, if required, is completed quickly without loss of time. The role of the Committee is also to review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls and putting in place other measures as may be considered relevant to strengthen preventive measures against frauds.

Information Technology Strategy Committee

As of the date of filing this annual report, the Information Technology Strategy Committee comprises four directors—Mr. Homi Khusrokhan, Mr. K.V. Kamath, Mr. V. Sridar and Ms. Chanda Kochhar. Mr. Homi Khusrokhan, an independent director, is the Chairman of the Committee.

The functions of the Committee are to approve strategy for information technology and related policy documents, ensure that information technology strategy is aligned with business strategy, review information technology risks, ensure proper balance of information technology investments for sustaining the Bank’s growth, oversee the aggregate funding of information technology at a Bank-level, ascertain if the management has resources

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to ensure the proper management of information technology risks and review contribution of information technology to businesses.

Risk Committee

As of the date of filing this annual report, the Risk Committee comprises six directors—Mr. K. V. Kamath, Mr. Dileep Choksi, Mr. Homi Khusrokhan, Mr. V. K. Sharma, Mr. V. Sridar and Ms. Chanda Kochhar. Mr. K.V. Kamath, an independent director, is the Chairman of the Committee.

The functions of the Committee are to review ICICI Bank’s risk management policies pertaining to credit, market, liquidity, operational, outsourcing, reputation risks, business continuity and disaster recovery plan. The Committee’s functions also include review of the Enterprise Risk Management framework of the Bank, risk appetite, the stress testing framework, internal capital adequacy assessment process and the framework for capital allocation. The Committee also reviews the status of Basel II and Basel III implementation, risk return profile of the Bank, outsourcing activities, compliance with the Reserve Bank of India guidelines pertaining to credit, market and operational risk management systems and the activities of Asset Liability Management Committee. The Committee also reviews the risk profile template and key risk indicators pertaining to various risks. In addition, the Committee has oversight on risks of subsidiaries covered under the Group Risk Management Framework.

Stakeholders Relationship Committee (formerly known as Share Transfer and Shareholders’/Investors’ Grievance Committee)

The Board of Directors at its Meeting held on April 25, 2014, re-named the Share Transfer & Shareholders’/Investors’ Grievance Committee as Stakeholders’ Relationship Committee, effective April 25, 2014.

As of the date of filing this annual report, the Stakeholders’ Relationship Committee comprises three directors—Mr. Homi Khusrokhan, Mr. V. Sridar, and Mr. N. S. Kannan. Mr. Homi Khusrokhan, an independent director, is the Chairman of the Committee.

The functions and powers of the Committee include approval and rejection of transfer or transmission of equity shares, preference shares, bonds, debentures and securities, issue of duplicate certificates, allotment of shares and securities issued from time to time, review redressal and resolution of grievances of shareholders, debenture holders and other security holders, delegation of authority for opening and operation of bank accounts for payment of interest, dividend and redemption of securities and the listing of securities on stock exchanges.

Committee of Executive Directors

As of the date of filing this annual report, the Committee of Executive Directors comprises all four executive directors. Ms. Chanda Kochhar, Managing Director and CEO is the Chairperson of the Committee and the other members are Mr. N. S. Kannan, Mr. K. Ramkumar and Mr. Rajiv Sabharwal.

The powers of the Committee include approval/renewal of credit proposals, restructuring and settlement as per authorization approved by the Board, approvals of detailed credit norms related to individual business groups, approvals to facilitate introduction of new products and product variants, program lending within each business segment and asset or liability category, including permissible deviations and delegation of the above function(s) to any committee or individual. The Committee also approves and reviews from time to time limits on exposure to any group or individual company as well as approves underwriting assistance to equity or equity linked issues and subscription to equity shares or equity linked products or preference shares. The Committee also exercises powers in relation to borrowing and treasury operations as approved by the Board, empowers officials of the Bank and its group companies through execution of power of attorney, if required under the common seal of the Bank, and further exercises powers in relation to premises and property-related matters.

Code of Ethics

We have adopted a Group Code of Business Conduct and Ethics for our directors and all our employees. This code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company and is reviewed on an annual basis. We have not granted a waiver from any provision of the code to any of our directors or executive officers.

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Principal Accountant: Fees and Services

The total fees to our principal accountant relating to the audit of consolidated financial statements for fiscal 2013 and fiscal 2014 and the fees for other professional services billed in fiscal 2013 and fiscal 2014 are as follows:

	Year ended March 31,
	2013		2014		2014
Audit	(in millions)				(in thousands)
Audit of ICICI Bank Limited and our subsidiaries	Rs.	167	Rs.	180	US$	2,998
Audit-related services
Opinion on non-statutory accounts presented in Indian Rupees		4		2		39
Others		10		8		130
Sub-total		181		190		3,167
Non-audit services
Tax services		–		–		–
Tax compliance		5		7		111
Other services		11		20		342
Sub-total		16		27		453
Total	Rs.	197	Rs.	217	US$	3,620

Fees for “other services” under the non-audit services category are principally fees related to advisory and certification services. Our Audit Committee approved the fees paid to our principal accountant relating to audit of consolidated financial statements for fiscal 2014 and fees for other professional services billed in fiscal 2014. Our Audit Committee pre-approves all significant assignments undertaken for us by our principal accountant.

Summary Comparison of Corporate Governance Practices

The following is a summary comparison of significant differences between our corporate governance practices and those required by the New York Stock Exchange for United States issuers.

Independent Directors. A majority of our Board are independent directors, as defined under applicable Indian legal requirements. Section 149 of the Companies Act, 2013 notified effective April 1, 2014 has defined an independent director and specified the eligibility criteria for a director to be classified as independent. The criteria includes that a director in order to be independent should not have any pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year. Exemptions have been prescribed for certain transactions which may be in the ordinary course of business and at arm’s length. As per the Companies Act, 2013, every independent director at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his independent status is required to give a declaration that he meets the relevant criteria. In classification of the directors as independent, we have relied on the declaration provided by the directors as prescribed under the Companies Act and placed at the board meeting held on April 25, 2014, applicable Reserve Bank of India guidelines and circulars and the legal advice obtained in this regard. The Board has accordingly determined the independence of these directors. Pursuant to the Companies Act, 2013, the director nominated by Government of India would not be classified as independent. Although the judgment on independence must be made by our Board, there is no requirement that our Board affirmatively make such determination, as required by the New York Stock Exchange rules.

Non-Management Directors Meetings. Our non-management directors meet separately before or after each Board meeting. The Companies Act, 2013 requires independent directors to meet at least once a year without the non-independent directors and members of the management. The independent directors at such meetings are required to review the performance of the Chairman, non-independent directors and the Board as a whole. These provisions are applicable with effect from April 1, 2014, and the Bank will be required to comply with them in fiscal 2015.

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Board Governance, Remuneration and Nomination Committee and the Audit Committee. All members of our Board Governance, Remuneration and Nomination Committee are independent, as defined under applicable Indian legal requirements. All members of our Audit Committee are independent under Rule 10A-3 under the Exchange Act. The constitution and main functions of these committees as approved by our Board are described above and comply with the spirit of the New York Stock Exchange requirements for United States issuers.

Corporate Governance Guidelines. Under New York Stock Exchange rules, United States issuers are required to adopt and disclose corporate governance guidelines addressing matters such as standards of director qualification, responsibilities of directors, director compensation, director orientation and continuing education, management succession and annual performance review of the board of directors. While as a foreign private issuer, we are not required to adopt such guidelines, under the home country regulations, pursuant to the notification of the Companies Act, 2013, the Bank would be required to comply with certain disclosure requirements in its Indian annual report to shareholders. These disclosures relate to the Bank’s policy on director appointments and remuneration including criteria for determining qualifications and independence of a director. The Bank is also required to provide a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors. These reporting and disclosure requirements will be effective fiscal 2015.

Compensation and Benefits to Directors and Officers

Remuneration

Under our organizational documents, each non-executive director, except the government director, is entitled to receive remuneration for attending each meeting of our Board or of a Board committee. The amount of remuneration payable to non-executive directors is set by our Board from time to time in accordance with limits prescribed by the Companies Act or the government. The Board of Directors had approved the payment of Rs. 20,000 as sitting fees for each Meeting of the Board or Committee attended. Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 notified by the Ministry of Corporate Affairs effective April 1, 2014, a sitting fee not exceeding Rs. 100,000 for each meeting of the board or committee may be paid to a director with the approval of the board. Our Board at its meeting held on April 25, 2014, approved a revision in sitting fee of Rs. 100,000 for each meeting of the Board. There is no change in the sitting fee payable for committee meetings. In addition, we reimburse directors for travel and related expenses in connection with Board and Committee meetings and related matters. If a director is required to perform services for us beyond attending meetings, we may remunerate the director as determined by our Board of Directors and this remuneration may be either in addition to or as substitution for the remuneration discussed above. We have not paid any remuneration to non-executive directors other than the remuneration for attending each meeting of our Board or of a Board committee, except to Mr. K. V. Kamath, who was paid a remuneration of Rs. 2,000,000 per annum for fiscal 2014 as approved by the Reserve Bank of India. The above remuneration was also approved by shareholders and the government of India. Non-executive directors are not entitled to the payment of any benefits at the end of their terms of office.

The shareholders at the annual general meeting held on June 24, 2013 approved a revision in the remuneration payable to Mr. K. V. Kamath. In terms of the revised remuneration, Mr. K. V. Kamath is entitled to be paid a remuneration of up to Rs. 5,000,000 per annum. This remuneration limit will be effective May 1, 2014 up to April 30, 2019, being the period for which the shareholders re-appointed Mr. K. V. Kamath as Chairman. Within this range, the Board will approve the remuneration payable to Mr. K. V. Kamath from time to time subject to approval of the Reserve Bank of India. The Board at its Meeting held on October 25, 2013, approved a remuneration of Rs. 3,000,000 per annum effective May 1, 2014. The Reserve Bank of India while approving the re-appointment of the Chairman for the period May 1, 2014, up to April 30, 2017, has also approved the above remuneration of Rs. 3,000,000 per annum.

Our Board or any committee thereof may fix, within the range approved by the shareholders, the salary and supplementary allowance payable to the executive directors. We are required to obtain specific approval of the Reserve Bank of India for the actual monthly salary, supplementary allowance and annual performance bonus paid each year to the executive directors.

The following table sets forth the currently applicable monthly salary ranges:

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Name and Designation	Monthly Salary Range (Rs.)
Ms. Chanda Kochhar, Managing Director and CEO	1,350,000 – 2,600,000 (US$ 22,500 – US$ 43,333)
Mr. N. S. Kannan, Executive Director	950,000 – 1,700,000 (US$ 15,833 – US$ 28,333)
Mr. K. Ramkumar, Executive Director	950,000 – 1,700,000 (US$ 15,833 – US$ 28,333)
Mr. Rajiv Sabharwal, Executive Director	900,000 – 1,600,000 (US$ 15,000 – US$ 26,667)

The monthly supplementary allowances for the Managing Director & CEO will be within the range of Rs 1,000,000 – Rs. 1,800,000, for N. S. Kannan and K. Ramkumar, Executive Directors would be within the range of Rs. 675,000 - Rs 1,225,000 and for Rajiv Sabharwal, Executive Director would be within the range of Rs. 650,000 – Rs. 1,200,000. The Board will determine the actual remuneration/supplementary allowance payable within the above ranges from time to time subject to the approval of the Reserve Bank of India.

The executive directors are entitled to perquisites (evaluated pursuant to Indian income-tax rules wherever applicable and otherwise at actual cost to the Bank) such as the benefit of the Bank’s furnished accommodation, gas, electricity, water and furnishings, club fees, group insurance, use of car and telephone at residence or reimbursement of expenses in lieu thereof, medical reimbursement, leave and leave travel concession, education benefits, provident fund, superannuation fund and gratuity, in accordance with the scheme(s) and rule(s) applicable from time to time.

In line with the staff loan policy applicable to specified grades of employees who fulfill prescribed eligibility criteria to avail loans for purchase of residential property, the executive directors are also eligible for housing loans subject to the approval of the Reserve Bank of India.

There are no service contracts with our executive directors providing for benefits upon termination of their employment.

The total compensation paid by ICICI Bank to its executive directors and executive officers during fiscal 2014 was Rs. 235 million.

Bonus

Each year, our Board of Directors awards discretionary bonuses to employees and executive directors on the basis of performance and seniority. The performance of each employee is evaluated through a performance management appraisal system. The aggregate amount of bonuses to all eligible employees and executive directors of ICICI Bank for fiscal 2014 was Rs. 3.9 billion. This amount was paid in fiscal 2015, excluding the payment of bonuses to executive directors which requires the approval of the Reserve Bank of India.

Employee Stock Option Scheme

ICICI Bank has an employee stock option scheme to encourage and retain high-performing employees. Pursuant to the stock option scheme as amended, up to 10.0% of the aggregate of issued equity shares at the time of the grant of stock options could be allocated under the employee stock option scheme. At year-end fiscal 2014 against the limit of 10.0% of issued shares, equivalent to 115.5 million shares, we had granted about 66.4 million shares under the employee stock option scheme. Employees and directors of ICICI Bank, its subsidiaries and its holding company are eligible employees for grants of stock options. ICICI Bank has no holding company. The maximum number of options granted to any eligible employee in a year is restricted to 0.05% of the Bank’s issued equity shares at the time of the grant.

Options granted till March 31, 2004 vested in a graded manner over a three-year period, with 20%, 30% and 50% of the grants vesting in each year, commencing not earlier than 12 months from the date of the grant. Options granted after April 1, 2004 through March 31, 2014, vest in a graded manner over a four-year period, with 20%, 20%, 30% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant, other than options granted in April 2009 which vest in a graded manner over a five year period with 20%, 20%, 30% and 30% of the grant vesting in each year, commencing from the end of 24 months from the date of the grant; options granted in February 2011, of which 50% vested on April 30, 2014 and the balance 50% will vest on April 30, 2015; and options granted in September 2011 which vest in a graded manner over a five year period with 15%, 20%, 20% and 45% of the grant vesting in each year, commencing from end of 24 months from the date of grant. Options granted in April 2014 vest over a three year period, with 30%, 30%, and 40% of the grant vesting in

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each year commencing from the end of 12 months from the date of grant, other than certain options which will vest to the extent of 50% on April 30, 2017 and the balance on April 30, 2018.

Options can be exercised within 10 years from the date of grant or five years from the date of vesting, whichever is later. The exercise price for options granted prior to June 30, 2003 is equal to the market price of our equity shares on the date of grant on the stock exchange, which recorded the highest trading volume on the date of grant. On June 30, 2003, the Securities and Exchange Board of India revised its guidelines on employee stock options. While the revised guidelines provided that companies were free to determine the exercise price of stock options granted by them, they prescribed accounting rules and other disclosures, including expensing of stock options in the income statement, which are applicable to their Indian GAAP financial statements, in the event the exercise price was not equal to the average of the high and low market price of the equity shares in the two week period preceding the date of grant of the options, on the stock exchange which recorded the highest trading volume during the two week period. Effective July 22, 2004, the Securities and Exchange Board of India revised this basis of pricing to the latest available closing price, prior to the date of the meeting of the Board of Directors, in which options are granted, on the stock exchange which recorded the highest trading volume on that date. The exercise price for options granted by ICICI Bank on or after June 30, 2003, but before July 22, 2004 is equal to the average of the high and low market price of the equity shares in the two week period preceding the date of grant of the options, on the stock exchange which recorded the highest trading volume during the two week period. The exercise price of options granted before June 30, 2003 and on or after July 22, 2004 is equal to the closing price on the stock exchange which recorded the highest trading volume preceding the date of grant of options. Options granted in February 2011 were granted at an exercise price which was approximately 3.0% below the closing price preceding the date of grant of options. The difference between the closing price and the exercise price is accounted for as an expense over the vesting period of the options.

The following table sets forth certain information regarding the stock option grants ICICI Bank has made under its employee stock option scheme. ICICI Bank granted all of these stock options at no cost to its employees. Options granted include grants to wholetime directors and employees of subsidiaries of ICICI Bank. ICICI Bank has not granted any stock options to its non-executive directors. The non-executive Chairman of the Board of Directors was granted options during his tenure as Managing Director & CEO up to April 30, 2009.

Date of grant	Number of options granted		Exercise price
February 21, 2000		1,713,000	Rs.	171.90	US$	2.87
April 26, 2001		1,580,200		170.00		2.83
March 27, 2002		3,155,000		120.35		2.01
April 25, 2003		7,338,300		132.05		2.20
July 25, 2003		147,500		157.03		2.62
October 31, 2003		6,000		222.40		3.71
April 30, 2004		7,539,500		300.10		5.00
September 20, 2004		15,000		275.20		4.59
April 30, 2005		4,906,180		359.95		6.00
August 20, 2005		70,600		498.20		8.30
January 20, 2006		5,000		569.55		9.49
April 29, 2006		6,267,400		576.80		9.61
July 22, 2006		29,000		484.75		8.08
October 24, 2006		78,500		720.55		12.01
January 20, 2007		65,000		985.40		16.42
April 28, 2007		4,820,300		935.15		15.59
July 21, 2007		11,000		985.85		16.43
October 19, 2007		46,000		1,036.50		17.28
January 19, 2008		40,000		1,248.85		20.81
March 8, 2008		39,000		893.40		14.89
April 26, 2008		5,595,000		915.65		15.26
July 26, 2008		25,000		656.75		10.95
October 27, 2008		20,500		308.50		5.14
April 25, 2009		1,728,500		434.10		7.24
March 6, 2010		2,500		901.75		15.03
April 24, 2010		2,392,600		977.70		16.30

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Date of grant	Number of options granted		Exercise price
July 31, 2010		44,000		904.90	15.08
October 29, 2010		18,000		1,089.05	18.15
January 24, 2011		25,000		1,065.55	17.76
February 7, 2011		3,035,000		967.00	16.12
April 28, 2011		4,018,600		1,106.85	18.45
July 29, 2011		9,000		1,017.45	16.96
September 16, 2011		30,000		876.20	14.60
October 31, 2011		3,000		933.35	15.56
April 27, 2012		4,392,200		841.45	14.02
July 27, 2012		3,000		906.75	15.11
October 26, 2012		55,000		1,087.15	18.12
April 26, 2013		4,414,650		1,177.35	19.62
January 29,2014		5,000		1,018.65	16.98
April 25, 2014(1)		6,470,100		1,299.55	21.66

(1) Options granted on April 25, 2014, include options granted to executive directors, which requires the approval of the Reserve Bank of India.

ICICI also had an employee stock option scheme for its directors and employees and the directors and employees of its subsidiary companies, the terms of which were substantially similar to the employee stock option scheme of ICICI Bank. The following table sets forth certain information regarding the stock option grants made by ICICI under its employee stock option scheme prior to the merger. ICICI had not granted any stock options to its non-executive directors.

Date of grant	Number of options granted		Exercise price(1)
August 3, 1999		2,323,750	Rs.	85.55	US$	1.43
April 28, 2000		2,902,500		133.40		2.22
November 14, 2000		20,000		82.90		1.38
May 3, 2001		3,145,000		82.00		1.37
August 13, 2001		60,000		52.50		0.88
March 27, 2002		6,473,700		60.25		1.00

(1) The exercise price is equal to the market price of ICICI’s equity shares on the date of grant.

In accordance with the Scheme of Amalgamation, directors and employees of ICICI and its subsidiary companies received stock options in ICICI Bank equal to half the number of their outstanding unexercised stock options in ICICI. The exercise price for these options is equal to twice the exercise price for the ICICI stock options. All other terms and conditions of these options are similar to those applicable to ICICI Bank’s stock options pursuant to its employee stock option scheme.

The following table sets forth certain information regarding the options granted by ICICI Bank (including options granted by ICICI adjusted in accordance with the Scheme of Amalgamation) at April 25, 2014.

Particulars	ICICI Bank
Options granted(1) (net of lapsed)		66,391,752
Options vested		49,356,153
Options exercised		31,958,326
Options forfeited/lapsed		11,229,853
Extinguishment or modification of options		..
Amount realized by exercise of options	Rs.	8,411,313,500
Total number of options in force		34,433,426

(1) Includes options granted to full-time directors which requires approval of the Reserve Bank of India.

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ICICI Prudential Life Insurance Company has an Employee Stock Option Scheme, the terms of which allow up to 3.0% of its issued capital to be allocated to employee stock options. ICICI Prudential Life Insurance Company had 9,869,198 stock options outstanding (net of forfeited or lapsed options) at year-end fiscal 2014.

ICICI Lombard General Insurance Company has an Employee Stock Option Scheme, the terms of which allow up to 5.0% of its paid-up capital to be allocated to employee stock options. ICICI Lombard General Insurance Company had 9,844,494 employee stock options outstanding (net of forfeited or lapsed options) at year-end fiscal 2014.

Loans

ICICI Bank has internal rules for grant of loans to employees and executive directors to acquire certain assets such as property, vehicles and other consumer durables. ICICI Bank’s loans to employees have been made at interest rates ranging from 2.5% to 3.5% per annum and are repayable over fixed periods of time. The loans are generally secured by the assets acquired by the employees. Pursuant to the Banking Regulation Act, ICICI Bank’s non-executive directors are not eligible for any loans. At year-end fiscal 2014, outstanding loans to ICICI Bank’s employees totaled Rs. 8.2 billion, compared to Rs. 7.2 billion at year-end fiscal 2013. This amount included loans to certain of ICICI Bank’s directors and executive officers amounting to Rs. 28 million at year-end fiscal 2014, compared to Rs. 5 million at year-end fiscal 2013, made on the same terms, including as to interest rates and collateral, as loans to other employees. Loans to the executive directors are made after approval by the Reserve Bank of India. See also “Operating and Financial Review and Prospects—Related Party Transactions”.

Gratuity

ICICI Bank pays gratuity to employees who retire or resign after a minimum prescribed period of continuous service and, in the case of employees at overseas locations, in accordance with the rules in force in the respective countries. ICICI Bank makes contributions to gratuity funds for employees which are administered by the Life Insurance Corporation of India and ICICI Prudential Life Insurance Company Limited.

Actuarial valuation of the gratuity liability for all the above funds is determined by an actuary appointed by the Bank. Actuarial valuation of gratuity liability is determined based on certain assumptions regarding rate of interest, salary growth, mortality and staff attrition as per the projected unit credit method.

The accounts of the fund are audited by independent auditors. The total corpus of the fund at year-end fiscal 2014 based on its audited financial statements was Rs. 5,838 million compared to Rs. 5,532 million at year-end fiscal 2013.

Superannuation Fund

ICICI Bank contributes 15% of the total annual basic salary to a superannuation fund in respect of the employees to whom it applies. ICICI Bank’s employees get an option on retirement or resignation to receive one-third or one-half, depending on the tenure of service, of the total balance as commutation and a periodic pension based on the remaining balance. In the event of the death of an employee, his or her beneficiary receives the remaining accumulated balance, if eligible. ICICI Bank also gives a cash option to its employees, allowing them to receive the amount that would otherwise be contributed by ICICI Bank in their monthly salary during their employment. The superannuation fund is being administered by Life Insurance Corporation of India and ICICI Prudential Life Insurance Company Limited. Employees have the option to choose between funds administered by the Life Insurance Corporation of India and ICICI Prudential Insurance Company Limited. The total corpus of the superannuation fund was Rs. 2,232 million at year-end fiscal 2014 compared to Rs. 2,011 million at year-end fiscal 2013.

Provident Fund

ICICI Bank is statutorily required to maintain a provident fund as part of its retirement benefits to its employees. There are separate provident funds for employees inducted from Bank of Madura, The Bank of Rajasthan, Sangli Bank and for other employees of ICICI Bank. These funds are managed by in-house trustees. Each employee contributes 12.0% of his or her basic salary (10.0% for clerks and sub-staff of Sangli Bank) and ICICI Bank contributes an equal amount to the funds. The investments of the funds are made according to rules prescribed by the government of India. The accounts of the funds are audited by independent auditors. The total corpuses of the

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funds for employees inducted from Bank of Madura, The Bank of Rajasthan, Sangli Bank and other employees of ICICI Bank at year-end fiscal 2014, based on their audited financial statements, amount to Rs. 984 million, Rs. 1,825 million, Rs. 719 million and Rs. 12,285 million, respectively.

Pension Fund

The Bank provides for pension, a deferred retirement plan covering certain employees of the former Bank of Madura, Sangli Bank and Bank of Rajasthan. The plan provides for pension payments, including dearness relief, on a monthly basis to these employees on their retirement based on the respective employee’s years of service with the Bank and applicable salary. For the former Bank of Madura, Sangli Bank and Bank of Rajasthan employees in service, separate pension funds are managed by the trust and the liability is funded as per actuarial valuation. The trust purchases annuities from the Life Insurance Corporation of India and ICICI Prudential Life Insurance Company Limited as part of its master policies for payment of pension to retired employees of the former Bank of Madura, Sangli Bank and Bank of Rajasthan. Employees covered by the pension plan are not eligible for their employer’s contribution under the provident fund plan. The corpus, based on unaudited financial statements at year-end fiscal 2014 was Rs. 8,983 million compared to Rs. 9,436 million at year-end fiscal 2013.

Interest of Management in Certain Transactions

Except as otherwise stated in this annual report, no amount or benefit has been paid or given to any of our directors or executive officers.

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OVERVIEW OF THE INDIAN FINANCIAL SECTOR

Introduction

The Reserve Bank of India, the central banking and monetary authority of India, is the central regulatory and supervisory authority for the Indian financial system. A variety of financial intermediaries in the public and private sectors participate in India’s financial sector, including the following:

· commercial banks;

· long-term lending institutions;

· non-banking finance companies, including housing finance companies;

· other specialized financial institutions, and state-level financial institutions;

· insurance companies; and

· mutual funds.

Until the early 1990s, the Indian financial system was strictly controlled. Interest rates were administered, formal and informal parameters governed asset allocation, and strict controls limited entry into and expansion within the financial sector. The Indian government’s economic reform program, which began in 1991, encompassed the financial sector. The first phase of the reform process began with the implementation of the recommendations of the Committee on the Financial System, the Narasimham Committee I. The second phase of the reform process began in 1999.

This discussion presents an overview of the role and activities of the Reserve Bank of India and of each of the major participants in the Indian financial system, with a focus on commercial banks. This is followed by a brief summary of the banking reform process and key reform measures announced or proposed in recent years. Finally, measures announced by the Reserve Bank of India in recent monetary policy statements are briefly reviewed.

The Reserve Bank of India

The Reserve Bank of India, established in 1935, is the central banking and monetary authority in India. The Reserve Bank of India manages the country’s money supply and foreign exchange and also serves as a bank for the government of India and for the country’s commercial banks. In addition to these traditional central banking roles, the Reserve Bank of India undertakes certain developmental and promotional roles.

The Reserve Bank of India issued guidelines on exposure limits, income recognition, asset classification, provisioning for non-performing and restructured assets, investment valuation and capital adequacy for commercial banks, long-term lending institutions and non-bank finance companies. The Reserve Bank of India requires these institutions to furnish information relating to their businesses to it on a regular basis. For further discussion regarding the Reserve Bank of India’s role as the regulatory and supervisory authority of India’s financial system and its impact on us, see “SupervisionandRegulation”.

Commercial Banks

Commercial banks in India meet the short-term financial needs, or working capital requirements, of industry, trade and agriculture, provide long-term financing to sectors like infrastructure and provide retail loan products. At December 31, 2013, there were 146 scheduled commercial banks in the country, with a network of 111,778 branches serving approximately Rs. 74.63 trillion in deposit accounts. Scheduled commercial banks are banks that are listed in the second schedule of the Reserve Bank of India Act, 1934, and are further categorized as public sector banks, private sector banks and foreign banks. Scheduled commercial banks have a presence throughout India, with approximately 64.0% of bank branches located in rural or semi-urban areas of the country.

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Public Sector Banks

Public sector banks make up the largest category in the Indian banking system. They include the State Bank of India and its five associate banks, 19 nationalized banks and 57 regional rural banks. Excluding the regional rural banks, the remaining public sector banks have 77,389 branches, and accounted for 72.8% of the outstanding gross bank credit and 74.2% of the aggregate deposits of the scheduled commercial banks at December 31, 2013. The State Bank of India is the largest bank in India in terms of total assets. At December 31, 2013, the State Bank of India and its five associate banks had 21,469 branches. They accounted for 22.3% of aggregate deposits and 22.5% of outstanding gross bank credit of all scheduled commercial banks. The Union Budget for fiscal 2015 announced on June 10, 2014 has proposed reduction of the government’s shareholding in public sector banks while maintaining majority shareholding by the government. The government has also agreed to consider proposals for consolidation of public sector banks.

Regional rural banks were established from 1976 to 1987 by the central government, state governments and sponsoring commercial banks jointly with a view to develop the rural economy. Regional rural banks provide credit to small farmers, artisans, small entrepreneurs and agricultural laborers. The National Bank for Agriculture and Rural Development is responsible for supervising the functions of the regional rural banks. In 1986 the Kelkar Committee made comprehensive recommendations covering both the organizational and operational aspects of regional rural banks, several of which were adopted as amendments to the Regional Rural Banking Act, 1976. As part of a comprehensive restructuring program, recapitalization of the regional rural banks was initiated in fiscal 1995, a process which continued until fiscal 2000 and covered 187 regional rural banks with aggregate financial support of Rs. 21.9 billion from the stakeholders. Simultaneously, prudential norms on income recognition, asset classification and provisioning for loan losses following customary banking benchmarks were introduced.

Currently there are 57 regional rural banks and at December 31, 2013 they had 17,524 branches, and accounted for 2.9% of aggregate deposits and 2.6% of gross bank credit outstanding of scheduled commercial banks.

Private Sector Banks

After the first phase of bank nationalization was completed in 1969, public sector banks made up the largest portion of Indian banking. In July 1993, as part of the banking reform process and as a measure to induce competition in the banking sector, the Reserve Bank of India permitted entry of the private sector into the banking system. This resulted in the introduction of private sector banks, including us. These banks are collectively known as the “new” private sector banks. At year-end fiscal 2014, there were seven “new” private sector banks. In addition, 13 old private sector banks existing prior to July 1993 were operating. The Sangli Bank Limited, an unlisted “old” private sector bank merged with us, effective April 19, 2007. The Centurion Bank of Punjab merged with HDFC Bank in May 2008. The Bank of Rajasthan Limited, an old private sector bank, merged with us with effect from the close of business on August 12, 2010.

At December 31, 2013, private sector banks accounted for approximately 18.4% of aggregate deposits and 19.8% of gross bank credit outstanding of the scheduled commercial banks. Their network of 16,564 branches accounted for 14.8% of the total branch network of scheduled commercial banks in the country.

In February 2013, the Reserve Bank of India issued guidelines on the entry of new banks in the private sector, specifying that select entities or groups in the private sector, entities in the public sector and non-banking financial companies with a successful track record of at least ten years would be eligible to promote banks. The initial minimum capital requirement for these entities is Rs. 5.0 billion, with foreign shareholding not exceeding 49.0% for the first five years. The business plan for the bank should cover a realistic plan for achieving financial inclusion. The new banks can be set up only through a non-operative financial holding company registered with the Reserve Bank of India. In April 2014, the Reserve Bank of India issued in-principle licenses to two non-banking finance companies, IDFC Limited and Bandhan Financial Services Private Limited, to set up banks under these guidelines. Further, the Reserve Bank of India has indicated that it will be establishing a framework for issuing licenses on an on-going basis and will also allow for different types of banks performing specialized functions.

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Foreign Banks

There are 43 foreign banks operating in India and at December 31, 2013, foreign banks had 301 branches in India. Foreign banks accounted for 4.6% of aggregate deposits and 4.9% of outstanding gross bank credit of scheduled commercial banks. As part of the liberalization process, the Reserve Bank of India has permitted foreign banks to operate more freely, subject to requirements largely similar to those imposed on domestic banks. The primary activity of most foreign banks in India has been in the corporate segment. However, some of the larger foreign banks have made retail banking a significant part of their portfolios. Most foreign banks operate in India through branches of the parent bank. Certain foreign banks also have wholly owned non-bank finance company subsidiaries or joint ventures for both corporate and retail lending.

In a circular dated July 6, 2004, the Reserve Bank of India stipulated that banks should not acquire any fresh stake in another banks’ equity shares, if by such acquisition, the investing bank’s holding exceeded 5.0% of the investee bank’s equity capital. This also applies to holdings of foreign banks with a presence in India, in Indian banks. The Reserve Bank of India issued a notification on “Roadmap for presence of foreign banks in India” on February 28, 2005, announcing the following measures with respect to the presence of foreign banks:

· During the first phase (up to March 2009), foreign banks were allowed to establish a presence by setting up wholly-owned subsidiaries or by converting existing branches into wholly-owned subsidiaries.

· In addition, during the first phase, foreign banks were allowed to acquire a controlling stake in a phased manner only in private sector banks that are identified by the Reserve Bank of India for restructuring.

· For new and existing foreign banks, it was proposed to go beyond the existing World Trade Organization commitment of allowing increases of 12 branches per year. A more liberal policy will be followed for areas with a small number of banks.

· During the second phase (scheduled to be from April 2009 onwards), after a review of the first phase, foreign banks would be allowed to acquire up to 74.0% in private sector banks in India.

However, in view of the deterioration in the global financial markets during fiscal 2009, the Reserve Bank of India decided to put on hold the second phase until there was greater clarity over the economic recovery as well as the reformed global regulatory and supervisory architecture.

In November 2013, the Reserve Bank of India issued a scheme for the establishment of wholly owned subsidiaries by foreign banks in India. The scheme envisages that foreign banks who commenced business in India after August 2010, or will do so in the future, will be permitted to do so only through wholly owned subsidiaries if certain specified criteria apply to them. These criteria include incorporation in a jurisdiction which gives legal preference to home country depositor claims, among others. Further, a foreign bank that has set up operations in India through the branch mode after August 2010 will be required to convert its operations into a subsidiary if it is considered to be systemically important. A bank would be considered to be systemically important if the assets on its Indian balance sheet (including credit equivalent of off-balance sheet items) exceed 0.25% of the assets of the Indian banking system. Establishment of a subsidiary would require approval of the Reserve Bank of India and for this purpose, the Reserve Bank of India would take into account various factors including economic and political relations with the country of incorporation of the parent bank and reciprocity with the home country of the parent bank. The regulatory framework for a subsidiary of a foreign bank would be substantially similar to that applicable to domestic banks, including with respect to management, directed lending, investments and branch expansion. Wholly-owned subsidiaries of foreign banks may, after further review, be permitted to enter into mergers and acquisition transactions with Indian private sector banks, subject to adherence to the foreign ownership limit of 74% applicable to Indian private sector banks.

In July 2012, the Reserve Bank of India revised priority sector lending norms and mandated foreign banks with 20 branches or more in India to meet priority sector lending norms as prescribed for domestic banks.

Cooperative Banks

Cooperative banks cater to the financing needs of agriculture, small industry and self-employed businessmen in urban and semi-urban areas of India. The state land development banks and the primary land development

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banks provide long-term credit for agriculture. In light of the liquidity and insolvency problems experienced by some cooperative banks in fiscal 2001, the Reserve Bank of India undertook several interim measures, pending formal legislative changes, including measures related to lending against shares, borrowings in the call market and term deposits placed with other urban cooperative banks. Presently, the Reserve Bank of India is responsible for the supervision and regulation of urban cooperative banks, and the National Bank for Agriculture and Rural Development for state cooperative banks and district central cooperative banks. The Banking Regulation (Amendment) and Miscellaneous Provisions Act, 2004 provides for the regulation of all cooperative banks by the Reserve Bank of India. See also “—RecentStructuralReforms—AmendmentstotheBankingRegulationAct”.

A task force appointed by the government of India to examine the reforms required in the cooperative banking system submitted its report in December 2004. It recommended several structural, regulatory and operational reforms for cooperative banks, including the provision of financial assistance by the government for revitalizing this sector. In the Indian government’s budget for fiscal 2006, the Finance Minister accepted the recommendations of the Task Force in principle. During fiscal 2006 the Reserve Bank of India outlined a medium term framework for urban cooperative banks. Subsequently a task force for urban cooperative banks has been set up in select states to identify and establish an action plan with a specific timeframe for reviving potentially viable urban cooperative banks and for ensuring the non-disruptive exit of non-viable urban cooperative banks. Further, with a view to strengthening the capital structure of cooperative banks, the Reserve Bank of India announced a minimum capital adequacy requirement of 9.0% for state and central cooperative banks in January 2014 to be achieved in a phased manner over a period of three years. The guidelines prescribe a minimum capital adequacy ratio of 7.0% by March 31, 2015 and 9.0% with effect from March 31, 2017. Further, cooperative banks have also been allowed to issue long-term deposits and perpetual debt instruments in order to be able to meet the prescribed capital adequacy requirements.

Long-Term Lending Institutions

The long-term lending institutions were established to provide medium-term and long-term financial assistance to various industries for setting up new projects and for the expansion and modernization of existing facilities. These institutions provided fund-based and non-fund-based assistance to industries in the form of loans, underwriting, direct subscription to shares, debentures and guarantees. The primary long-term lending institutions included Industrial Development Bank of India (now a bank), IFCI Limited, and the Industrial Investment Bank of India, as well as ICICI prior to the merger. The long-term lending institutions were expected to play a critical role in Indian industrial growth and, accordingly, had access to concessional government funding. However, following the economic and financial sector reforms post 1991, the operating environment of the long-term lending institutions changed substantially. Although the initial role of these institutions was largely limited to providing a channel for government funding to industries, the reform process required such institutions to expand the scope of their business activities, including into:

· fee-based activities like investment banking and advisory services; and

· short-term lending activities, including making corporate finance and working capital loans.

Pursuant to the recommendations of the Narasimham Committee II and the Khan Working Group, a working group created in 1999 to harmonize the role and operations of long-term lending institutions and banks, the Reserve Bank of India, in its midterm review of monetary and credit policy for fiscal 2000, announced that long-term lending institutions would have the option of transforming themselves into banks subject to compliance with the prudential norms as applicable to banks. In April 2001, the Reserve Bank of India issued guidelines on several operational and regulatory issues, which needed to be addressed, and laid down a path for how long-term lending institutions can transition into universal banks. In April 2002, ICICI merged with ICICI Bank. The Industrial Development Bank (Transfer of Undertaking and Repeal) Act, 2003 converted the Industrial Development Bank of India into a banking company incorporated under the Companies Act, 1956. IDBI Bank Limited, a new private sector bank that was a subsidiary of the Industrial Development Bank of India, was merged with the Industrial Development Bank of India in April 2005. The long-term funding needs of Indian companies are  met primarily by banks, Life Insurance Corporation of India and specialized non-bank finance companies. Indian companies also issue bonds to institutional and retail investors.

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Non-Bank Finance Companies

There were about 12,225 non-banking finance companies in India at June 30, 2013, mostly in the private sector. All non-banking finance companies are required to register with the Reserve Bank of India. The non-banking finance companies may be categorized into entities that take public deposits and those that do not. The companies that take public deposits are subject to strict supervision and capital adequacy requirements by the Reserve Bank of India. Non-banking financial companies are classified in five categories—asset finance companies, loan companies, investment companies, infrastructure finance companies and microfinance companies. ICICI Securities Limited, our subsidiary, is a non-banking finance company that does not accept public deposits, and ICICI Home Finance Company, our subsidiary, is a non-banking finance company that accepts public deposits. The primary activities of the non-banking finance companies are consumer credit (including automobile finance, home finance and consumer durable products finance, wholesale finance products such as bill discounting for small and medium companies), and infrastructure finance, and fee-based services, such as investment banking and underwriting. In 2003, Kotak Mahindra Finance Limited, a large non-banking finance company, was granted a banking license by the Reserve Bank of India and converted itself into Kotak Mahindra Bank. In April 2014, the Reserve Bank of India issued in-principle licenses to two non-banking finance companies, IDFC Limited and Bandhan Financial Services Private Limited, to set up banks under these guidelines.

The Reserve Bank of India issues guidelines on the financial regulation of systemically important non-banking finance companies and banks’ relationship with them in order to remove the possibility of regulatory arbitrage leading to an uneven playing field and potential systemic risk. Within non-deposit taking non-banking finance companies, the guidelines classify those with an asset size above Rs. 1.0 billion as per the last audited balance sheet as systemically important. These non-banking finance companies are required to maintain a minimum capital to risk-weighted assets ratio of 15.0%, in addition to conforming to single and group exposure norms. The Reserve Bank of India also issues draft guidelines covering non-deposit taking non-banking finance companies, wherein non-deposit taking non-banking finance companies with an asset size of Rs. 1.0 billion and above must maintain a capital to risk-weighted assets ratio of 15.0%.

For the purpose of enhancing the flow of funds to infrastructure projects, the Reserve Bank of India issued guidelines in November 2011 for the establishment of infrastructure debt funds in the form of mutual funds or non-banking finance companies. In fiscal 2013, we in partnership with other domestic and international banks and financial institutions launched India’s first infrastructure debt fund set up in the form of a non-banking finance company. We along with our wholly owned subsidiary have a shareholding of 31.0% in this company.

In August 2011, the Reserve Bank of India released a working group report on issues and concerns in the non-banking finance companies sector. Some key recommendations of the group included a minimum asset size of Rs. 500 million with a minimum net owned fund of Rs. 20 million for registering as a non-banking finance company, a minimum Tier 1 capital of 12% to be achieved in three years, introduction of liquidity ratios, more stringent asset classification norms and provisioning norms and limits on exposure to real estate. In December 2012, the Reserve Bank of India issued draft guidelines on the regulatory framework for non-banking finance companies based on the recommendations of the working group. The guidelines relate to entry norms, principal business criteria, prudential regulations, liquidity requirements and corporate governance of non-banking finance companies. In January 2014, the Reserve Bank of India issued revised guidelines on restructuring of advances by non-banking finance companies, bringing them in line with guidelines applicable to scheduled commercial banks. Further, the Reserve Bank of India has indicated that the regulatory framework for non-banking finance companies will be reviewed and detailed revised guidelines are expected to be issued separately.

Non-banking finance companies raise money by issuing capital or debt securities including debentures, by way of public issue or private placement. Non-deposit-taking non-banking financial companies can issue perpetual debt instruments which are eligible for inclusion as tier 1 capital to the extent of 15.0% of total tier 1 capital as on March 31 of the previous accounting year. Further, with regard to private placement of debentures by non-banking finance companies, the Reserve Bank of India issued guidelines in June 2013, which states that issue of debentures should necessarily be for deployment of funds on its own balance sheet, and not for facilitating resources for group companies. The guidelines also prescribe a minimum time gap of six months between two private placements, a limit on the number of investors to 49, and restrict non-banking finance companies from extending loans against the security of its own debentures.

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Housing Finance Companies

Housing finance companies form a distinct sub-group of the non-banking finance companies. As a result of the various incentives given by the government for investing in the housing sector in recent years, the scope of this business has grown substantially. Housing Development Finance Corporation Limited is a leading provider of housing finance in India. In recent years, several other players, including banks, have entered the housing finance industry. We also have a housing finance subsidiary, ICICI Home Finance Company. The National Housing Bank and the Housing and Urban Development Corporation Limited are the two major financial institutions instituted through acts of Parliament to improve the availability of housing finance in India. The National Housing Bank Act provides for securitization of housing loans, foreclosure of mortgages and setting up of the Mortgage Credit Guarantee Scheme.

Other Financial Institutions

Specialized Financial Institutions

In addition to the long-term lending institutions, there are various specialized financial institutions which cater to the specific needs of different sectors. These include the National Bank for Agricultural and Rural Development, Export Import Bank of India, Small Industries Development Bank of India, Tourism Finance Corporation of India Limited, National Housing Bank, Power Finance Corporation Limited, Infrastructure Development Finance Corporation Limited and India Infrastructure Finance Company.

State Level Financial Institutions

State financial corporations operate at the state level and form an integral part of the institutional financing system. State financial corporations were set up to finance and promote small and medium-sized enterprises. The state financial institutions are expected to achieve balanced regional socio-economic growth by generating employment opportunities and widening the ownership base of industry. At the state level, there are also state industrial development corporations, which provide finance primarily to medium-sized and large enterprises.

Insurance Companies

At March 31, 2014, there were 52 insurance companies in India, of which 24 are life insurance companies and 28 are general insurance companies. Of the 24 life insurance companies, 23 are in the private sector and one is in the public sector. Among the general insurance companies, 22 are in the private sector and six (including the Export Credit Guarantee Corporation of India Limited and the Agriculture Insurance Company of India Limited) are in the public sector. General Insurance Corporation of India, a reinsurance company, is in the public sector. Life Insurance Corporation of India, General Insurance Corporation of India and public sector general insurance companies also provide long-term financial assistance to the industrial sector.

The insurance sector in India is regulated by the Insurance Regulatory and Development Authority. In December 1999, the Indian Parliament passed the Insurance Regulatory and Development Authority Act, 1999, which also amended the Insurance Act, 1938. This opened up the Indian insurance sector for foreign and private investors. The Insurance Act allows foreign equity participation in new insurance companies of up to 26.0%. A new company should have minimum paid-up equity capital of Rs. 1.0 billion to carry on the business of life insurance or general insurance and of Rs. 2.0 billion to carry on exclusively the business of reinsurance.

In fiscal 2001, the Reserve Bank of India issued guidelines governing the entry of banks and financial institutions into the insurance business. The guidelines permit banks and financial institutions to enter the business of insurance underwriting through joint ventures provided they meet stipulated criteria relating to their net worth, capital adequacy ratio, profitability track record, level of non-performing loans and the performance of their existing subsidiary companies. The promoters of insurance companies have to divest in a phased manner their shareholding in excess of 26.0% (or such other percentage as may be prescribed), after a period of ten years from the date of commencement of business or within such period as may be prescribed by the Indian government.

In the general insurance sector, gross premiums underwritten by general insurance companies moderated in fiscal 2008 and fiscal 2009 owing to detariffing of the general insurance sector. Until January 1, 2007 almost 70.0% of the general insurance market was subject to price controls under a tariff regime. With the commencement of a

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tariff-free regime effective January 1, 2007, the resultant competitive pricing led to a significant decrease in premium rates across the industry leading to moderate premium growth during fiscal 2009 and fiscal 2010.

During fiscal 2014, the new business weighted individual premium underwritten by the life insurance sector decreased by 3.4% to Rs. 454.29 billion compared to Rs. 470.19 billion during fiscal 2013. Of the above, the share of the private sector was 38.0% during fiscal 2014. The gross premium underwritten in the general insurance sector amounted to Rs. 728.53 billion during fiscal 2014 as against Rs. 646.53 billion during fiscal 2013, recording a year-on-year growth of 12.7% (excluding the Export Credit Guarantee Corporation of India Limited and the Agriculture Insurance Company of India Limited). The share of the private sector increased from 45.9% during fiscal 2013 to 47.0% during fiscal 2014.

We have joint ventures in each of the life insurance and the general insurance sectors. Our life insurance joint venture, ICICI Prudential Life Insurance Company, is the largest private sector player in the life insurance sector in India in terms of new business retail weighted received premium. Our general insurance joint venture, ICICI Lombard General Insurance Company, is the largest private sector player in the general insurance sector in India in terms of gross written premium, excluding premium on motor third party insurance pool.

See also “Risk Factors—Risks Relating to Our Business—While our insurance businesses are becoming an increasingly important part of our business, there can be no assurance of their future rates of growth or level of profitability” and “Business—Overview of Our Products and Services—Insurance”.

Mutual Funds

Currently there are 46 mutual funds in India with assets under management at March 31, 2014 of Rs. 8,252.40 billion. Average assets under management of all mutual funds increased by 10.8% to Rs. 9,051.20 billion during the year ended March 31, 2014 from Rs. 8,166.57 billion during the year ended March 31, 2013. From year 1963 to 1987, Unit Trust of India was the only mutual fund operating in the country. It was set up in 1963 at the initiative of the government and the Reserve Bank of India. From 1987 onwards, several other public sector mutual funds entered this sector. These mutual funds were established by public sector banks, the Life Insurance Corporation of India and General Insurance Corporation of India. The mutual funds industry was opened up to the private sector in 1993. The industry is regulated by the Securities and Exchange Board of India (Mutual Fund) Regulation, 1996. Our asset management joint venture, ICICI Prudential Asset Management Company, was the second largest mutual fund in India in terms of average assets under management for the three months ended March 31, 2014, with an overall market share of about 11.8%.

To enhance marketability and access to mutual fund schemes, the Securities and Exchange Board of India in November 2009 permitted the use of stock exchange terminals to facilitate transactions in mutual fund schemes. As a result, mutual funds units can now be traded on recognized stock exchanges. While this facility was available to stock brokers and clearing members initially, it was widened to include mutual fund distributors in October 2013. In June 2009, the Securities and Exchange Board of India removed the entry load and up-front charges deducted by mutual funds, for all mutual fund schemes and required that the up-front commission to distributors should be paid by the investor to the distributor directly. In February 2010, the Securities and Exchange Board of India introduced guidelines for the valuation of money market and debt securities, with a view to ensuring that the value of money market and debt securities in the portfolio of mutual fund schemes reflects the current market scenario. The valuation guidelines were effective from August 1, 2010. Further, the Union Budget for fiscal 2014 allowed mutual fund distributors to become members on the mutual fund segment of stock exchanges to enable them to leverage the stock exchange network to improve the reach and distribution of mutual fund products.

Impact of Liberalization on the Indian Financial Sector

Until 1991, the financial sector in India was heavily controlled and commercial banks and long-term lending institutions, the two dominant financial intermediaries, had mutually exclusive roles and objectives and operated in a largely stable environment, with little or no competition. Long-term lending institutions were focused on the achievement of the Indian government’s various socioeconomic objectives, including balanced industrial growth and employment creation, especially in areas requiring development. Long-term lending institutions were extended access to long-term funds at subsidized rates through loans and equity from the government of

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India and from funds guaranteed by the government of India originating from commercial banks in India and foreign currency resources originating from multilateral and bilateral agencies.

The focus of the commercial banks was primarily to mobilize household savings through demand and time deposits and to use these deposits to meet the short-term financial needs of borrowers in industry, trade and agriculture. In addition, the commercial banks provided a range of banking services to individuals and business entities.

However, since 1991, there have been comprehensive changes in the Indian financial system. Various financial sector reforms, implemented since 1991, have transformed the operating environment of banks and long-term lending institutions. In particular, the deregulation of interest rates, emergence of a liberalized domestic capital market, and entry of new private sector banks, along with the transformation of long-term lending institutions into banks, have progressively intensified competition among banks. The Reserve Bank of India permitted the transformation of long-term lending institutions into banks subject to compliance with the prudential standards applicable to banks.

Banking Sector Reform

Most large banks in India were nationalized in 1969 and thereafter were subject to a high degree of control until reform began in 1991. In addition to controlling interest rates and entry into the banking sector, these regulations also channeled lending into priority sectors. Banks were required to fund the public sector through the mandatory acquisition of low interest-bearing government securities or statutory liquidity ratio bonds to fulfill statutory liquidity requirements. As a result, profitability was low in the banking sector, non-performing assets were comparatively high, capital adequacy was diminished, and operational flexibility was hindered. Reforms in the 1990s addressed a range of issues, including organizational issues, accounting practices, operating procedures, capital adequacy requirements, asset classification and provisioning, risk management and merger policies.

Recent Structural Reforms

Amendments to the Reserve Bank of India Act

In May 2006, the Indian Parliament approved amendments to the Reserve Bank of India Act removing the floor rate of 3.0% for cash reserve ratio requirement, giving the Reserve Bank of India discretion to reduce the cash reserve ratio to less than 3.0%. The amendments also created a legal and regulatory framework for derivative instruments.

Amendments to Laws Governing Public Sector Banks

In 2006, the Indian Parliament amended the laws governing India’s public sector banks permitting these banks to issue preference shares and make preferential allotments or private placements of equity. The amendments also authorize the Reserve Bank of India to prescribe ‘fit and proper’ criteria for directors of such banks and to permit the supersession of their boards and appointment of administrators in certain circumstances.

Amendments to the Banking Regulation Act

In December 2012, the Indian Parliament amended the laws governing the banking sector. The amendment to the Banking Regulation Act was enacted in January 2013. The main amendments were as follows:

· permit all private banking companies to issue preference shares that will not carry any voting rights;

· make prior approval by the Reserve Bank of India mandatory for the acquisition of more than 5.0% of a banking company’s paid-up capital or voting rights by any individual or firm or group, and empower the Reserve Bank of India to impose conditions while granting approval for such acquisition;

· empower the Reserve Bank of India, after consultations with the Central Government, to supersede the board of a private sector bank for a total period not exceeding twelve months, during which time the Reserve Bank of India will have the power to appoint an administrator to manage the bank;

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· give the Reserve Bank of India the right to inspect affiliates of enterprises or banking entities (affiliates include subsidiaries, holding companies or any joint ventures of banks); and

· ease the restrictions on voting rights by making them proportionate to the shareholding up to a cap of 26% in the case of private sector banks from the earlier 10%, and 10% in the case of public sector banks from the earlier 1%. However, this is pending notification by the Reserve Bank of India.

Proposed Insurance Laws (Amendment) Bill 2008

The Insurance Laws (Amendment) Bill 2008 was introduced in the Indian Parliament in 2008 and currently includes provisions to:

· raise the foreign investment limit in the insurance sector from 26.0% to 49.0%; and

· eliminate the requirement that Indian promoters of an insurance company reduce their stake to 26.0% after ten years.

The Union Budget for fiscal 2015, announced on July 10, 2014, proposed to increase the composite foreign shareholding cap in the insurance sector to 49% from 26%, through the Foreign Investment Promotion Board route. It has also proposed to take up the pending Insurance Laws (Amendment) Bill in the Parliament.

Legislative Framework for Recovery of Debts due to Banks

In fiscal 2003, the Indian Parliament passed the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (as amended, the “Securitization Act”). The Securitization Act provides that a secured creditor may, in respect of loans classified as non-performing in accordance with the Reserve Bank of India guidelines, give notice in writing to the borrower requiring it to discharge its liabilities within 60 days, failing which the secured creditor may take possession of the assets constituting the security for the loan, and exercise management rights in relation thereto, including the right to sell or otherwise dispose of the assets. The Securitization Act also provides for the setting up of asset reconstruction companies regulated by the Reserve Bank of India to acquire assets from banks and financial institutions. The Reserve Bank of India has issued guidelines for asset reconstruction companies in respect of their establishment, registration and licensing by the Reserve Bank of India, and operations. Asset Reconstruction Company (India) Limited, set up by us, Industrial Development Bank of India, State Bank of India and certain other banks and institutions, received registration from the Reserve Bank of India and commenced operation in August 2003. Foreign direct investment is now permitted in the equity capital of asset reconstruction companies and investment by Foreign Institutional Investors registered with the Securities and Exchange Board of India is permitted in security receipts issued by asset reconstruction companies, subject to certain conditions and restrictions.

In November 2004, the government of India issued an ordinance amending the Securitization Act and subsequently passed this ordinance as an Act. This Act, as amended, now provides that a borrower may make an objection or representation to a secured creditor after a notice is issued by the secured creditor to the borrower under the Act demanding payment of dues. The secured creditor has to give reasons to the borrower for not accepting the objection or representation. The Act also introduces a deposit requirement for borrowers if they wish to appeal the decision of the debt recovery tribunal. Further, the Act permits a lender to take over the business of a borrower under the Securitization Act under certain circumstances (unlike the earlier provisions under which only assets could be taken over). See also “SupervisionandRegulation—RegulationsRelatingtoSaleofAssetstoAssetReconstructionCompanies”.

Corporate Debt Restructuring Forum

The Reserve Bank of India has devised a corporate debt restructuring system to put in place an institutional mechanism for the restructuring of corporate debt. The objective of this framework is to ensure a timely and transparent mechanism for the restructuring of corporate debts of viable entities facing problems, outside the purview of the Board of Industrial and Financial Rehabilitation, debt recovery tribunals and other legal proceedings. In particular, this framework aims to preserve viable corporations that are affected by certain internal and external factors and minimize the losses to the creditors and other stakeholders through an orderly

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and coordinated restructuring program. The corporate debt restructuring system is a non-statutory mechanism and a voluntary system based on debtor-creditor and inter creditor agreements.

Pension Reforms

Currently, the pension schemes operating in India can be broadly classified in the following categories: pension schemes for government employees, the employees’ provident fund and employees’ pension schemes for employees in the organized sector, voluntary pension schemes and the new pension scheme. In case of pension schemes for government employees, the government pays its employees a defined periodic benefit upon their retirement. Further, the contribution towards the pension scheme is funded solely by the government and not matched by a contribution from the employees. The Employees Provident Fund, established in 1952, is a mandatory program for employees of certain establishments. It is a contributory program that provides for periodic contributions of 10% to 12% of the basic salary by both the employer and the employees. The contribution is invested in prescribed securities and the accumulated balance in the fund (including the accretion thereto) is paid to the employee as a lump sum on retirement. Besides these, there are voluntary pension schemes administered by the government (the Public Provident Fund to which contribution may be made up to a maximum of Rs. 150,000 per year) or offered by insurance companies, where the contribution may be made on a voluntary basis. Such voluntary contributions are often driven by tax benefits offered under the scheme. The new pension scheme was launched in January 2004 and offers a defined contribution based pension scheme with the individual having the option to decide where to invest the funds. The government initially made it mandatory for its new employees (excluding defense personnel) to join the new pension scheme where both the government and the employee would make monthly contributions of 10% of the employee’s basic salary. In 2009, the government extended the New Pension System to all citizens of India on a voluntary basis, effective from May 1, 2009.

The government set up the Pension Fund Development and Regulatory Authority to regulate the pension industry in August 2003. In October 2013, the Pension Fund Regulatory and Development Authority Act 2011 was enacted giving powers to the Pension Fund Development and Regulatory Authority to regulate pension schemes and funds and frame investment guidelines for pension funds. The Bill also allows foreign direct investments in the pension sector up to 26%. Private sector participation in managing pension assets was permitted for the first time in fiscal 2009, and six private sector companies have been issued licenses. See also “Business—Overview”.

Discussion Paper on Banking Structure

In August 2013, the Reserve Bank of India released a discussion paper ‘Banking Structure in India — the way forward’. The paper envisages a re-orientation of the banking structure with a view to addressing specific issues like enhancing competition, financing higher growth, providing specialised services and further increasing financial inclusion. The discussion paper proposes a differentiated licensing policy for different types of banks for niche business areas. It advocates a continuous licensing policy for entry of new banks compared to the current system of intermittently issuing licenses. To promote financial inclusion, the paper proposes setting up small banks with geographical limitations for catering to the rural and unorganised segments. In July 2014, the Reserve Bank of India issued draft guidelines on licensing of small banks and payments banks as differentiated banks. These banks would have a minimum capital requirement of Rs. 1.0 billion, and would be limited in their product offering and geographical area of operation. On the presence of foreign banks in India, the preferred mode of presence considered is the subsidiary route. The Reserve Bank of India, in its second quarter monetary policy review announced in October 2013 has also proposed near national treatment for foreign banks, based on the principles of reciprocity and subsidiary mode of presence.

Report on Governance of Boards of Banks in India

In May 2014, the Committee to Review the Governance of Boards of Banks in India submitted its report. The committee recommends a new governance structure for public sector banks and a reduction in the government’s stake in banks to less than 50%. It has proposed bringing public sector banks under the purview of the Companies Act and repealing other statutes that govern public sector banks. It has also envisaged creation of a Bank Investment Company which would be the de facto holding company of equity stake in banks on behalf of the government with the powers to govern the public sector banks. A phased transition towards empowering the Boards of public sector banks is also proposed which eventually should lead to government only acting as an

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investor rather than exercising ownership functions. With regard to governance in private sector banks, the committee has proposed allowing certain types of investors to take larger stakes and permit creation of Authorised Bank Investors comprising of funds that would be permitted to hold a 20% equity stake without regulatory approval or 15% if the Bank has a seat on the bank’s board. Further, other financial investors should be permitted to hold an equity stake of up to 10% from the current limit of 5.0% stake.

Credit Policy Measures

The Reserve Bank of India issues an annual policy statement setting out its monetary policy stance and announcing various regulatory measures. A review of the annual policy statement was issued on a quarterly basis as well as four mid-quarter reviews. From January 2014, the Reserve Bank of India has been issuing bi-monthly monetary policy statements.

Credit Policy During Fiscal 2013

During fiscal 2013, the Reserve Bank of India undertook calibrated easing of policy rates in line with growth and inflationary trends. The repo rate was reduced by 100 basis points from 8.50% to 7.50% with a 50 basis points cut in April 2012 followed by a 25 basis points reduction each in January 2013 and March 2013. During fiscal 2013, the cash reserve ratio was reduced by 75 basis points from 4.75% to 4.0%, with a 25 basis point cut each effective in September 2012, November 2012 and February 2013. In August 2012, the statutory liquidity ratio was reduced by 100 basis points from 24.0% to 23.0%.

Credit Policy During Fiscal 2014

During fiscal 2014, the Reserve Bank of India had to continuously orient monetary policy to evolving economic conditions. During the initial part of the year, in the Annual Policy Statement for fiscal 2014 announced on May 3, 2013, the Reserve Bank of India reduced the repo rate by 25 basis points from 7.5% to 7.25%. Accordingly, the reverse repo rate was adjusted to 6.25% and the marginal standing facility rate was adjusted to 8.25%. The cash reserve ratio was unchanged at 4.0%. In July 2013, following the volatility in global markets in response to likely tapering of quantitative easing by the U.S. Federal Reserve, India’s high current account deficit and the consequent sharp depreciation in the exchange rate, the Reserve Bank of India announced measures to stabilise the exchange rate. The measures included an increase in the marginal standing facility rate from 8.25% to 10.25% while the repo rate was kept unchanged at 7.25%. Also, banks’ borrowing under the liquidity adjustment facility of the Reserve Bank of India was limited to 1.0% of net demand and time liabilities effective July 17, 2013, which was further revised to 0.5% of net demand and time liabilities effective July 24, 2013. Further, the minimum daily cash reserve requirement of banks was increased to 99.0% of the fortnightly requirement from 70.0% of the fortnightly requirement.

In August 2013, considering the impact of measures announced to stabilize exchange rates, the Reserve Bank of India allowed certain prudential adjustments to the investment portfolio of banks. The measures announced on August 23, 2013 were as follows:

· the total government securities forming part of statutory liquidity ratio in the held-to-maturity category were allowed to be retained at 24.5% of net demand and time liabilities as against the earlier requirement of bringing it down to 24.0% during the quarter ended September 30, 2013;

· a one-time transfer of statutory liquidity ratio securities from the available-for-sale and held-for-trading categories to the held-to-maturity category up to the limit of 24.5% of net demand and time liabilities was permitted. The transfer had to be made before September 30, 2013 with the option to value it at July 15, 2013 rates;

· net depreciation on the available-for-sale and held-for-trading portfolio was allowed to be amortised over the remaining period of fiscal 2014.

Following an improvement in the currency market, the Reserve Bank of India gradually reduced the marginal standing facility during September and October 2014. The marginal standing facility rate was reduced by 75 basis points from 10.25% to 9.5% on September 20, 2013, by 50 basis points to 9.0% from October 7, 2013 and by a further 25 basis points to 8.75% on October 29, 2013. Correspondingly, the repo rate was increased by 25 basis points each effective September 20, 2013 and October 29, 2013 from 7.25% to 7.75% reflecting high inflation. With

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these changes, monetary operations were normalized and the 100 basis points gap between the marginal standing facility and repo rate was re-instated by end-October 2013. The minimum daily cash reserve requirement was reduced to 95.0% of the fortnightly requirement from 99.0% of the fortnightly requirement. Further, the repo rate was increased by another 25 basis points to 8.0% effective January 28, 2014. Accordingly, the reverse repo rate was adjusted to 7.0% and the marginal standing facility rate was adjusted to 9.0%. The cash reserve ratio was unchanged at 4.0%.

In October 2013, the Reserve Bank of India had introduced weekly variable rate term repo of 7-day and 14-day tenors equal to 0.25% of net demand and time liabilities as an additional liquidity enhancing measure. This was enhanced to 0.5% of demand and time liabilities in the second quarter review of monetary policy.

Banking regulation also underwent several changes during fiscal 2014. In the second quarter monetary policy review announced on October 29, 2013, Reserve Bank of India outlined five areas that would be the focus for developmental measures to be announced in the short to medium term. These include the following:

· strengthening and clarifying the monetary policy framework. In this regard, the recommendations of the Urjit Patel Committee to Revise and Strengthen Monetary Policy Framework were considered and implementation was initiated during fiscal 2014. Key proposals include adopting the consumer price index as the key inflation measure for monetary policy action, keeping the economy on a disinflationary glide path with a target of 8.0% consumer price index inflation by January 2015 and 6.0% by January 2016, transition to a bi-monthly monetary policy cycle, and progressive reduction in banking system’s access to overnight liquidity under the liquidity adjustment facility and corresponding increase in access to liquidity through term repos;

· strengthening the banking structure through entry of new banks, branch expansion, encouraging new varieties of banks, and clarifying an organizational framework for foreign banks. In this regard, two new banks were given in-principle licenses during fiscal 2014;

· broadening and deepening financial markets and increasing their liquidity and resilience;

· expanding access to finance to small and medium enterprises, the unorganized sector, the poor and the remote underserved areas. The Reserve Bank of India appointed a Committee on Comprehensive Financial Services for Small Businesses and Low-Income Households which submitted its recommendations in March 2014 and has proposed, among other things, allowing setting up of specialized payments and wholesale banks, and a new framework for priority sector lending. In July 2014, the Reserve Bank of India issued draft guidelines for licensing small banks and payments banks;

· strengthening real and financial restructuring and debt recovery from corporates and improving the system's ability to deal with distress.

Credit Policy During Fiscal 2015

In the first bi-monthly monetary policy statement for fiscal 2015 announced on April 1, 2014, the Reserve Bank of India kept the repo rate unchanged at 8.0%. The liquidity provided under the 7 day and 14 day term repos was increased from 0.5% of demand and time liabilities to 0.75%. In the second bi-monthly monetary policy statement announced on June 3, 2014, the Reserve Bank of India reduced the statutory liquidity ratio by 50 basis points from 23.0% to 22.5% of demand and time liabilities while keeping the repo rate and cash reserve ratio unchanged at 8.0% and 4.0% respectively.

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SUPERVISION AND REGULATION

The following description is a summary of certain sector specific laws and regulations in India, which are applicable to us. The information detailed in this chapter has been obtained from publications available in the public domain. The regulations set out below may not be exhaustive, and are only intended to provide general information.

The main legislation governing commercial banks in India is the Banking Regulation Act. The provisions of the Banking Regulation Act are in addition to and not, save as expressly provided in the Banking Regulation Act, in derogation of the Companies Act and any other law currently in force. Other important laws include the Reserve Bank of India Act, the Negotiable Instruments Act, the Foreign Exchange Management Act and the Banker’s Books Evidence Act. Additionally, the Reserve Bank of India, from time to time, issues guidelines to be followed by banks. Compliance with all regulatory requirements is evaluated with respect to financial statements under Indian GAAP. Banking companies in India are also subject to the purview of the Companies Act and if such companies are listed on a stock exchange in India, then various regulations of the Securities and Exchange Board of India would additionally apply to such companies.

Reserve Bank of India Regulations

Commercial banks in India are required under the Banking Regulation Act to obtain a license from the Reserve Bank of India to carry on banking business in India. This license is subject to such conditions as the Reserve Bank of India may choose to impose. Before granting the license, the Reserve Bank of India must be satisfied that certain conditions are complied with, including, but not limited to (i) that the bank has the ability to pay its present and future depositors in full as their claims accrue; (ii) that the affairs of the bank will not be or are not likely to be conducted in a manner detrimental to the interests of present or future depositors; (iii) that the bank has adequate capital and earnings prospects; and (iv) that the public interest will be served if such license is granted to the bank. The Reserve Bank of India can cancel the license if the bank, at any point, fails to meet the above conditions or if the bank ceases to carry on banking operations in India.

ICICI Bank, because it is licensed as a banking company, is regulated and supervised by the Reserve Bank of India. The Reserve Bank of India requires us to furnish statements and information relating to our business. It has issued, among others, guidelines for commercial banks on recognition of income, classification of assets, exposure norms on concentration risk, valuation of investments, maintenance of capital adequacy and provisioning for non-performing assets. The Reserve Bank of India has set up a Board for Financial Supervision, under the chairmanship of the Governor of the Reserve Bank of India. The appointment of the auditors of banks is subject to the approval of the Reserve Bank of India. The Reserve Bank of India can direct a special audit in the interest of the depositors or in the public interest.

Regulations Relating to the Opening of Branches and Automated Teller Machines

Opening of branches and shifting of existing branches are governed by the provisions of Section 23 of the Banking Regulation Act. The Reserve Bank of India may cancel a branch license for violations of the conditions under which the branch license is granted.

The Reserve Bank of India has in recent years substantially liberalised the branch authorisation policy, with the most recent liberalization being notified by the Reserve Bank of India in September 2013. The current branch authorization policy is based on the classification of centers into six tiers based on the population size according to the 2001 census. Banks are permitted to open branches in all centers without the prior approval of the Reserve Bank of India, subject to certain requirements. The term “branch” for this purpose includes a full-fledged branch, specialised branches, satellite offices, mobile branches, extension counter, off-site automated teller machines, administrative office and back offices. However, banks are required to report the opening of such branches or administrative offices to the Reserve Bank of India. Banks are mandated to allocate 25% of the total number of new branches opened during a year to unbanked rural areas, which are in tier 5 and tier 6 centers. Also, the total number of branches opened in tier 1 centers during a year cannot exceed the total number of branches opened in tier 2 to tier 6 centers during a year. However, banks can exceed the stipulated number of branches in tier 1 centers to the extent of number of branches opened in tier 2 to tier 6 centers in underbanked districts of underbanked states. The Reserve Bank of India can withhold the general

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permission granted with respect to branch opening and impose penal measures on banks that fail to meet the requirements.

Capital Adequacy Requirements

We are required to comply with the Reserve Bank of India’s capital adequacy guidelines. The Reserve Bank of India has implemented the Basel III framework in India effective April 1, 2013. The implementation of the Basel III framework will be phased in over several years.

Under the Reserve Bank of India’s Basel II guidelines, banks had to maintain a minimum total risk-based capital ratio of 9.0% and a minimum Tier 1 risk-based capital ratio of 6.0%. Investments above 30.0% in the paid-up equity of financial subsidiaries and associates (including insurance companies) that were not consolidated for regulatory capital purposes and investments in other instruments eligible for regulatory capital status in those entities were required to be deducted to the extent of 50.0% from Tier 1 capital and 50.0% from Tier 2 capital. The total capital of a bank is classified into Tier 1 and Tier 2 capital. Under the Basel II guidelines, Tier 1 capital comprised paid-up equity capital, reserves consisting of any statutory reserves, other disclosed free reserves, capital reserves representing surplus arising out of sale proceeds of assets, innovative perpetual debt instruments, perpetual non-cumulative preference shares and any other type of instrument generally notified by the Reserve Bank of India from time to time for inclusion in Tier 1 capital. Tier 2 capital included undisclosed reserves, revaluation reserves, general provisions and loss reserves, subordinated debt capital instruments classified into upper Tier 2 and lower Tier 2, and any other type of instrument generally notified by the Reserve Bank of India from time to time for inclusion in Tier 2 capital. In January 2011, the Reserve Bank of India directed banks not to issue Tier 1 or Tier 2 capital instruments with step-up options as such instruments would not qualify as regulatory capital under the Basel III capital framework agreed upon by the Basel Committee on Banking Supervision.

The Basel III guidelines, among other things, establish Common Equity Tier 1 as a new tier of capital; impose a minimum Common Equity Tier 1 risk-based capital ratio of 5.5% and a minimum Tier 1 risk-based capital ratio of 7.0% while retaining the minimum total risk-based capital ratio of 9.0%; require banks to maintain a Common Equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets above the minimum requirements to avoid restrictions on capital distributions and discretionary bonus payments; establish new eligibility criteria for capital instruments in each tier of regulatory capital; require more stringent adjustments to and deductions from regulatory capital; provide for more limited recognition of minority interests in the regulatory capital of a consolidated banking group and impose a 4.5% Basel III leverage ratio of Tier 1 capital to exposure measure The capital conservation buffer would be introduced from March 31, 2016, while the implementation of the Basel III guidelines which began from April 1, 2013 would be fully phased in by March 31, 2019. Credit value adjustment risk capital charge for over the counter derivatives is effective from April 1, 2014. The Basel III guidelines stipulate that Additional Tier 1 and Tier 2 capital instruments must have loss absorbency characteristics, which require them to be written down or be converted into Common Equity at a pre-specified trigger event. The guidelines prescribe two trigger points:.a Common Equity Tier 1 ratio of 5.5% of risk-weighted assets applicable for instruments issued before March 31, 2019; and a Common Equity Tier 1 ratio of 6.125% of risk-weighted assets for instruments issued on or after March 31, 2019. Further, for new capital instruments, the guidelines have eliminated temporary write-down features and have prescribed that new capital instruments should necessarily have conversion or permanent write-down features. Capital instruments that no longer qualify as Additional Tier 1 or Tier 2 capital will be phased out beginning April 1, 2013, with their recognition capped at 90% from April 1, 2013 and reduced by 10 percentage points in each subsequent year. Further, inclusion of non-equity capital instruments in Tier 1 and Tier 2 capital would be subject to specified limits. As per the guidelines, of the total minimum capital requirement of 9.0% of risk-weighted assets, net Additional Tier 1 capital at April 1, 2013 was capped at 1.5% of risk-weighted assets and net Tier 2 capital was capped at 3.0% of risk-weighted assets. However, Additional Tier 1 and Tier 2 capital in excess of the specified limits would be recognised in proportion to the excess Common Equity capital over and above the minimum requirement of 4.5% of risk-weighted assets.

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In March 2013, the Reserve Bank of India issued guidelines on capital disclosure requirements in addition to the existing Pillar 3 guidance. These disclosure requirements are scheduled to become effective on September 30, 2013. The guidelines prescribe reconciliation of all regulatory capital elements with the published financial statements and other disclosure requirements.

In July 2014, the Reserve Bank of India released the framework for domestic systemically important banks. Banks identified as systemically important based on their size, complexity and inter-connectedness in the financial sector would be required to maintain additional Common Equity Tier 1 capital ranging from 0.2% to 0.8% of risk- weighted assets. The implementation of this higher capital requirement for domestic systemically important banks would be in a phased manner from April 2016 to April 2019. The Reserve Bank of India also released working group report on the introduction of countercyclical capital buffer for Indian banks in July 2014. The counter-cyclical capital buffer would range from 0% to 2.5% of risk-weighted assets of a bank, based on the variation in the credit-to-GDP ratio from its long-term trend as a key parameter. The Reserve Bank of India would pre-announce the buffer with a lead time of four quarters. The Reserve Bank of India will also announce guidance regarding the treatment of the surplus capital when the countercyclical capital buffer returns to zero.

See also “Operating and Financial Review and Prospects—Capital Resources— Regulatory capital”.

See also “RiskFactors—RisksRelatingtoOurBusiness—We are subject to capital adequacy and liquidity requirements stipulated by the Reserve Bank of India, including Basel III, and any inability to maintain adequate capital or liquidity due to changes in regulations, a lack of access to capital markets, or otherwise may impact our ability to grow and support our businesses”.

With respect to computation of risk-weighted assets for capital adequacy purposes, the Bank follows the standardized approach for the measurement of credit and market risks and the basic indicator approach for the measurement of operational risk. In the measurement of risk-weighted assets on account of credit risk, degrees of credit risk expressed as a percentage weighting have been assigned to various balance sheet asset items and off-balance sheet items. The credit equivalent value of off-balance sheet items is determined by applying conversion factors to the notional amount of the off-balance sheet items. The value of each item is multiplied by the relevant risk weight (and conversion factor for off-balance sheet items) to produce risk-adjusted values of assets and off-balance sheet items. Consumer credit exposures have a risk weight of 125.0% and exposures meeting the qualifying criteria of regulatory retail, defined by the Reserve Bank of India, have a risk weight of 75.0%. Loans secured by residential property have differential risk weights ranging from 50.0% to 75.0% based on the size of the loan and the loan-to-value ratio. Till fiscal 2013, residential loans of Rs. 7.5 million and above had a risk weight of 125%, irrespective of the loan-to-value ratio. This was revised in July 2013 with the risk weight lowered to 75.0% up to a loan-to-value ratio of 75.0%. Further, a new sub-sector for residential housing was formed within the commercial real estate category in July 2013 called commercial real estate — residential housing. This segment has a risk weight of 75.0%. Credit exposures to commercial real estate, excluding residential housing, are risk-weighted at 100.0%. Further, restructured housing loans have an additional risk weight of 25.0%. Credit exposures to rated corporations other than specified categories such as commercial real estate, non-deposit taking systemically important non-banking finance companies, venture funds and capital markets are risk-weighted based on the external credit ratings at a facility level, with the risk weight ranging from 20% to 150% and unrated corporate exposures being risk-weighted at 100%. Credit exposures to non-deposit taking systemically important non-banking finance companies are risk-weighted at 100.0%, exposures to capital markets are risk-weighted at 125% and exposures to venture capital funds are risk-weighted at 150.0%. Capital requirements for market risk are applicable to the trading book exposure (including derivatives) and securities included in the available-for-sale category. Capital requirements for operational risk are computed based on a 15% of average of gross income for the previous three financial years.

In July 2013, the Reserve Bank of India introduced capital requirements for banks’ exposure to central counterparties. These guidelines were effective from January 1, 2014 and are based on the framework formulated by the Basel Committee. According to the guidelines, central counterparties would be treated as financial institutions for the purpose of capital adequacy. Capital requirements are defined based on the nature of the central counterparty, and a bank may consider holding capital in excess of the minimum requirement if the exposures are more risky or there is no clarity on the nature of the central counterparty.

The Reserve Bank of India has issued a timetable for the migration of Indian banks to the advanced approaches under the Basel II framework. Banks intending to migrate to the internal models approach for market

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risk and the standardized approach for operational risk are required to apply to the Reserve Bank of India after April 1, 2010. Banks intending to migrate to the advanced measurement approach for operational risk and internal ratings-based approaches for credit risk are required to apply to the Reserve Bank of India after April 1, 2012. In addition, in December 2011, the Reserve Bank of India issued guidelines on the internal ratings-based approach for calculating capital charges for credit risk. These guidelines prescribe the minimum loss given default levels to be considered for capital adequacy computation and treat restructured assets as non-performing assets for capital adequacy purposes. ICICI Bank is in the process of implementing various projects for migrating to the advanced approaches.

Under Pillar 2 of the Basel framework, banks are required to develop and put in place, with the approval of their boards, an Internal Capital Adequacy Assessment Process commensurate with their size, level of complexity, risk profile and scope of operations. The Reserve Bank of India has also issued guidelines on stress testing to advise banks to put in place appropriate stress testing policies and frameworks, including “sensitivity tests” and “scenario tests”, for the various risk factors, the details and results of which are included in the Internal Capital Adequacy Assessment Process. The Reserve Bank of India issued updated guidelines on stress testing in December 2013. According to the guidelines, banks would have to carry out stress tests for credit risk and market risk to assess their ability to withstand shocks. Banks would be classified into three categories based on size of risk-weighted assets. Complex and severe stress testing would be carried out by banks with risk-weighted assets of more than Rs. 2,000.0 billion.

Loan Loss Provisions and Non-Performing Assets

The Reserve Bank of India issued consolidated instructions and guidelines until June 30, 2014 relating to income recognition, asset classification and provisioning standards in the Master Circular —“Prudential Norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances” dated July 1, 2014. These guidelines are revised from time to time. Similarly, the Reserve Bank of India consolidated all instructions and guidelines until June 30, 2013 relating to valuation of investments in Master Circular —“Prudential Norms for Classification, Valuation and Operation of Investment Portfolio by Banks” dated July 1, 2014. These guidelines are also revised from time to time.

The principal features of the Reserve Bank of India guidelines, which have been implemented with respect to our loans, debentures, lease assets, hire purchases and bills in our Indian GAAP financial statements, are set forth below.

Asset Classification

A non-performing asset is an asset in respect of which any amount of interest or principal is overdue for more than 90 days. In particular, an advance is a non-performing asset where:

· interest and/or installment of principal remains overdue for a period of more than 90 days in respect of a term loan;

· the account remains “out-of-order” (as defined below) for a period of more than 90 days in respect of an overdraft or cash credit;

· the bill remains overdue for a period of more than 90 days in case of bills purchased and discounted;

· installment of principal or interest remains overdue for two crop seasons for short duration crops or for one crop season for long duration crops;

· the amount of liquidity facility remains outstanding for more than 90 days, in respect of a securitization transaction undertaken in accordance with the Reserve Bank of India guidelines on securitization issued on February 1, 2006; or

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· in respect of derivative transactions, the overdue receivables related to positive mark-to-market value of a derivative contract, if these remain unpaid for a period of 90 days from the specified due date for payment.

· in respect of credit card transactions, if the minimum amount due, as mentioned in the statement, remains overdue for a period of more than 90 days from the next statement date.

An account is treated as “out-of-order” if the outstanding balance remains continuously in excess of the approved drawing limit. In circumstances where the outstanding balance in the principal operating account is less than the approved drawing limit, but (i) there are no credits continuously for a period of 90 days as of the date of the balance sheet of the bank or (ii) the credits are not sufficient to cover the interest debited during the same period, these accounts are treated as “out-of-order”.

Interest in respect of non-performing assets is not recognized or credited to the income account unless collected.

Non-performing assets are classified as described below.

Sub-StandardAssets: Assets that are non-performing assets for a period not exceeding 12 months. In such cases, the current net worth of the borrower/guarantor or the current market value of the security charged is not enough to ensure recovery of dues to the banks in full. Such an asset has well-defined credit weaknesses that jeopardize the liquidation of the debt and are characterized by the distinct possibility that the bank will sustain some loss, if deficiencies are not corrected.

DoubtfulAssets: Assets that are non-performing assets for more than 12 months. A loan classified as doubtful has all the weaknesses inherent in assets that are classified as sub-standard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

LossAssets: Assets on which losses have been identified by the bank or internal or external auditors or the Reserve Bank of India inspection but the amount has not been written off fully.

There are separate guidelines for classification of loans for projects under implementation which are based on the date of commencement of commercial production and date of completion of the project as originally envisaged at the time of financial closure.

Restructured Loans

The Reserve Bank of India has separate guidelines for restructured loans. A fully secured standard loan can be restructured by rescheduling the principal repayment and/or the interest element, but must be separately disclosed as a restructured loan. The amount of diminution, if any, in the fair value of the loan, measured in present value terms, is either written off or provided for to the extent of the diminution involved. There are some categories of advances that are not eligible for classification as a standard asset upon restructuring. These include consumer and personal loans, advances classified as capital market exposures and commercial real estate exposures. Similar guidelines are applicable to sub-standard and doubtful assets. The Reserve Bank of India has specific sections concerning debt-restructuring mechanisms for small and medium enterprises in its guidelines on restructuring of loans by banks issued on August 27, 2008. In fiscal 2009, due to the extraordinary economic circumstances, modifications to guidelines on restructuring of loans covering all categories of loans were issued. The modified guidelines applied until June 30, 2009 and included measures such as allowing second restructurings of loan exposures, permitting restructuring of commercial real estate exposures, and disclosing in the annual report restructuring proposals received, implemented and under consideration during the year.

In March 2010, the Reserve Bank of India issued standards for the restructuring of advances for infrastructure and non-infrastructure projects classified as projects under implementation. With respect to infrastructure projects, a loan would be classified as non-performing if it failed to commence commercial operations within two years from the documented date of commencement, unless it is restructured during the period. With respect to non-infrastructure projects, a loan would be classified as non-performing if the projects fail to commence commercial operations within twelve months from the documented date of commencement, unless it has been restructured during the period. Any extension of the date of commencement of commercial operations beyond the prescribed period (i.e. two years for infrastructure projects and one year for non-infrastructure projects) would also be treated as restructuring of the account.

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Further in May 2013, the Reserve Bank of India issued guidelines on restructuring of advances which prescribe that with effect from April 1, 2015, loans that are restructured (other than due to delay up to a specified period in the infrastructure sector and non-infrastructure sector) from April 1, 2015 onwards would be classified as non-performing. The guidelines also prescribe measures with respect to the terms of restructuring that may be approved for borrowers. Non-performing accounts on restructuring can be upgraded only when all the outstanding loans or facilities in the account perform satisfactorily for a period of at least one year from the commencement of the first payment of interest or principal, whichever is later, on the credit facility with the longest period of moratorium.

Following the Reserve Bank of India’s focus on strengthening debt recovery from corporates and improving the banking system's ability to deal with distress, in January 2014 the Reserve Bank of India issued a “Framework for Revitalising Distressed Assets in the Economy”. The framework outlines an action plan for early identification of problem cases, timely restructuring of accounts which are considered to be viable, and taking prompt steps by banks for recovery or sale of unviable accounts. Accounts have to be categorized into ‘special mention accounts’ based on specified criteria. Joint lenders’ forums are required to be formed to formulate corrective action plans, and in case the forum fails to agree on an action plan, it would result in accelerated provisioning. An independent evaluation of large value restructuring with a focus on viability and fair sharing of gains and losses between promoters and creditors has been mandated. The framework is effective from April 1, 2014.

Since fiscal 2014, banks have been mandated to disclose further details on accounts restructured in their annual reports. This includes disclosing accounts restructured on a cumulative basis excluding the standard restructured accounts which cease to attract higher provision and/or higher risk weight, the provisions made on restructured accounts under various categories and details of movement of restructured accounts.

To put in place an institutional mechanism for the restructuring of corporate debt, the Reserve Bank of India has devised a corporate debt restructuring system. See “OverviewoftheIndianFinancialSector—RecentStructuralReforms—CorporateDebtRestructuringForum”.

Provisioning and Write-Offs

Provisions under Indian GAAP are based on guidelines specific to the classification of the assets. The following guidelines apply to the various asset classifications:

· StandardAssets:  The allowances on the performing portfolios are based on guidelines issued by the Reserve Bank of India. The provisioning requirement is a uniform rate of 0.4% for all standard assets except –

· direct advances to agricultural and the Small and Micro Enterprise sectors, which attract a provisioning requirement of 0.25%,

· advances to commercial real estate residential and non-residential sectors which attract a provisioning requirement of 0.75% and 1.0% respectively,

· housing loans, where such loans are made at comparatively lower interest rates for the first years of the loan after which the rates are reset at higher rates, which attract a provisioning requirement of 2.0%.

In May 2011, the Reserve Bank of India increased the standard asset provisioning on restructured loans to 2.0% in the first two years from the date of restructuring. Loans restructured with a moratorium on payment of interest/principal attracted a standard asset provision of 2.0% for the period covering the moratorium and two years thereafter. Restructured accounts classified as non-performing advances when upgraded to the standard category carry a provision of 2.0% in the first year from the date of up-gradation. In November 2012, the Reserve Bank of India increased the standard asset provision on restructured loans from 2.00% to 2.75%.

Standard asset provisions on accounts restructured from June 1, 2013 have been increased to 5.0%. The standard asset provision required on accounts restructured before June 1, 2013 has been increased to 3.5% from March 31, 2014, and would be further increased to 4.25% from March 31, 2015 and 5.0% from March 31, 2016.

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· Sub-Standard Assets: Effective May 2011 a provision of 15.0% is required for all sub-standard assets as compared to the previous requirement of 10.0%. An additional provision of 10.0% is required for accounts that are unsecured. Unsecured infrastructure loan accounts classified as sub-standard require provisioning of 20.0%.

· DoubtfulAssets: A 100.0% provision/write-off is required against the unsecured portion of a doubtful asset and is charged against income. With effect from fiscal 2012, for the secured portion of assets classified as doubtful, a 25.0% provision is required for assets that have been classified as doubtful for a year (compared to 20.0% through fiscal 2011), a 40.0% provision is required for assets that have been classified as doubtful for one to three years (compared to a 30.0% provision was required through fiscal 2011) and a 100.0% provision is required for assets classified as doubtful for more than three years. The value assigned to the collateral securing a loan is the amount reflected on the borrower’s books or the realizable value determined by third party appraisers.

· LossAssets: The entire asset is required to be written off or provided for.

RestructuredLoans: The provision on restructured loans is required to be equal to the difference between the fair value of the loan before and after restructuring. The fair value of the loan before restructuring is computed as the present value of cash flows representing the interest at the existing rate charged on the loan before restructuring and the principal. The fair value of the loan after restructuring is computed as the present value of cash flows representing the interest at the rate charged under the loan’s restructured terms and the principal. Both sets of cash flows are discounted at the Bank’s Base Rate as on the date of restructuring plus the appropriate term premium and credit risk premium for the borrower category on the date of restructuring. In May 2011, the Reserve Bank of India announced that the general provisioning on restructured accounts classified as standard advances would attract a provision of 2.0%. This was further increased to 2.75% in November 2012. Further, in May 2013, the Reserve Bank of India issued guidelines on restructuring of advances. As per the guidelines, loans that are restructured (other than due to delay up to a specified period in the infrastructure sector and non-infrastructure sector) from April 1, 2015 onwards would be classified as non-performing. The general provision required on restructured standard accounts has been increased to 3.5% from March 31, 2014, and would be further increased to 4.25% from March 31, 2015 and 5.0% from March 31, 2016. General provisions on standard accounts restructured from June 1, 2013 is 5.0%. The guidelines also prescribe measures with respect to the terms of restructuring that may be approved for borrowers.

The Reserve Bank of India has issued prudential norms on creation and utilization of floating provisions (i.e., provisions which are not made in respect of specific non-performing assets or are made in excess of regulatory requirements for provisions for standard assets). The norms state that floating provisions can be used only for contingencies under extraordinary circumstances for making specific provisions against non-performing accounts after obtaining approval from the board of directors and with the prior permission of the Reserve Bank of India. Floating provisions for advances and investments must be held separately and cannot be reversed by credit to the profit and loss account. Until utilization of such provisions, they can be netted off from gross non-performing assets to compute the net non-performing assets. Alternatively, floating provisions could be treated as part of tier 2 capital within the overall ceiling of 1.25% of total risk-weighted assets for inclusion of general provisions and loss reserves in tier 2 capital. Floating provisions do not include specific voluntary provisions made by banks for advances which are higher than the minimum provision stipulated by the Reserve Bank of India guidelines. The banks have a choice between deducting their existing floating provisions from gross non-performing assets to arrive at net non-performing assets or reckon it as part of tier 2 capital subject to the overall ceiling of 1.25% of total risk-weighted assets.

In October 2009, the Reserve Bank of India advised Indian banks to increase their total provisioning coverage ratio, including floating provisions and prudential/technical write-offs, to 70% by September 30, 2010. The Reserve Bank of India allowed the banks to include prudential/technical write-off in both the gross non-performing assets and the provisions held in the calculation of provisioning coverage ratio. The Reserve Bank of India permitted us to achieve the stipulated level of provisioning coverage of 70% in a phased manner by March 31, 2011. We reached the required 70% in December 2010. In April 2011, the Reserve Bank of India stipulated that banks would be required to maintain their provisioning coverage ratios with reference to their gross non-performing assets position at September 30, 2010 and not on an ongoing basis. The Reserve Bank of India further clarified that any surplus provisioning should not be written back but should be segregated into a “countercyclical provisioning buffer” and that banks will be allowed to use this buffer to make specific provisions for non-

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performing assets during a system-wide downturn. For instance, considering the slowdown in economic growth and rising asset quality concerns during fiscal 2014, as a countercyclical measure the Reserve Bank of India allowed banks to utilise up to 33.0% of the countercyclical provisioning buffer or floating provisions held as on March 31, 2013, for making accelerated or additional provisions towards non-performing assets during fiscal 2014. See also “Risk Factors—Risks RelatingtoOurBusiness— Further deterioration of our non-performing asset portfolio combined with an increase in Reserve Bank of India requirements on provisioning could adversely affect our business and profitability”.

To limit the volatility of loan loss provisioning over the course of an economic cycle, the Reserve Bank of India released a discussion paper on a dynamic loan loss provisioning framework in March 2012. The framework proposes to replace the existing general provisioning standards and recommends that banks make provisions on their loan book every year based on historical loss experience in various categories of loans. In those years where the bank’s actual provisions are higher than the computed dynamic provisions requirement, the bank can draw down from existing dynamic provisions to the extent of the difference, subject to the retention of a specified minimum level of dynamic provisions. The final guidelines on the dynamic provisioning framework and its implementation is awaited. The Reserve Bank of India has indicated in early 2014 that the framework would be implemented as economic conditions improve along with improvement in the banking system. In the meanwhile banks are expected to develop necessary capabilities to compute their long term average annual expected loss for different asset classes in a step towards switching to the dynamic provisioning framework.

In order to address the risks on account of unhedged forex exposure of corporates, the Reserve Bank of India decided to introduce capital and provisioning requirement on banks’ exposures to corporates on account of the corporates’ unhedged forex exposure positions. The Reserve Bank of India issued the final guidelines in January 2014 in which the provisioning and capital requirements on corporate exposures are linked to likely losses arising due to movement in the exchange rate during the last ten years as a proportion of the company’s annual earnings before interest and depreciation. Provisioning requirements vary between 20 to 80 basis points of the loan amount depending on the extent of likely losses, and in the event of likely losses exceeding 75.0% of earnings before interest and depreciation, an additional risk weight of 25.0% has been proposed. All fund based exposures including rupee denominated loans attract provisioning requirements. The guideline is effective from April 1, 2014.

Guidelines on Sale and Purchase of Non-performing Assets

In order to provide banks with option to resolve their non-performing assets, the Reserve Bank of India issued guidelines on the sale and purchase of non-performing assets among banks, financial institutions and non-bank finance companies. As per these guidelines, the board of directors of the bank must establish a policy for the purchase and sale of non-performing assets. Purchases and sales of non-performing assets must be without recourse to the seller and on a cash basis, with the entire consideration being paid upfront. The purchasing bank must hold the non-performing asset on its books for at least 12 months before it can sell the asset to another bank. The asset cannot be sold back to the original seller.

In October 2007, the Reserve Bank of India issued guidelines regarding valuation of non-performing assets being put up for sale. Banks have been instructed to calculate the net present value of the estimated cash flows associated with the realizable value of the available asset net of the cost of realization. The sale price should not be lower than the net present value. The Reserve Bank of India has instructed banks to follow the same procedure in case where a settlement is reached with the party that had defaulted on the non-performing asset.

Guidelines Relating to Use of Recovery Agents by Banks

In April 2008, the Reserve Bank of India issued guidelines for those banks which are engaging recovery agents. The Reserve Bank of India has asked banks to put in place a due diligence process for the engagement of recovery agents, structured to cover individuals involved in the recovery process. Banks are expected to communicate details of recovery agents to borrowers and have in place a grievance redressal mechanism pertaining to the recovery process. The Reserve Bank of India has advised banks to initiate a training course for current and prospective recovery agents to ensure prudent recovery practices. In case of persistent complaints received by the Reserve Bank of India regarding violation of guidelines, the Reserve Bank of India may consider imposing a ban on the bank from engaging recovery agents.

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Regulations Relating to Sale of Assets to Asset Reconstruction Companies

The Securitization Act, also known as the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), provides for the sale of financial assets by banks and financial institutions to asset reconstruction companies. The Reserve Bank of India has issued guidelines to banks on the process to be followed for sales of financial assets to asset reconstruction companies. These guidelines provide that a bank may sell financial assets to an asset reconstruction company provided the asset is a non-performing asset. These assets are to be sold on a ‘without recourse’ basis, only. A bank may sell a standard asset only if the borrower has a consortium or multiple banking arrangements, at least 75.0% by value of the total loans to the borrower are classified as non-performing and at least 75.0% by value of the banks and financial institutions in the consortium or multiple banking arrangements agree to the sale. The banks selling financial assets should ensure that there is no known liability devolving on them and that they do not assume any operational, legal or any other type of risks relating to the financial assets sold. Further, banks may not sell financial assets at a contingent price with an agreement to bear a part of the shortfall on ultimate realization. However, banks may sell specific financial assets with an agreement to share in any surplus realized by the asset reconstruction company in the future. While each bank is required to make its own assessment of the value offered in the sale before accepting or rejecting an offer for purchase of financial assets by an asset reconstruction company, in consortium or multiple banking arrangements where more than 75.0% by value of the banks or financial institutions accept the offer, the remaining banks or financial institutions are obliged to accept the offer. Consideration for the sale may be in the form of cash, bonds or debentures or security receipts or pass-through certificates issued by the asset reconstruction company or trusts set up by it to acquire the financial assets. Banks can also invest in security receipts or pass-through certificates issued by the asset reconstruction company or trusts set up by it to acquire the financial assets. In April 2010, amendments were made to the Securitization Companies and Reconstruction Companies (the Reserve Bank) Guidelines, 2003, wherein the period for realization of assets acquired by securitization and reconstruction companies was extended from five years to eight years. Securitization and reconstruction companies must invest and hold a minimum 5% stake of the outstanding amount of security receipts issued under each scheme until redemption.

As per the Reserve Bank of India’s framework for revitalising distressed assets which is applicable from April 1, 2014, banks are allowed to sell standard assets that have defaulted in payments but have not yet become a non-performing asset to asset reconstruction companies. Banks have been allowed to spread the loss on sale of loans over two years provided the loss is fully disclosed. Banks have also been allowed to reverse the excess provision in case a non-performing asset is sold to asset reconstruction companies at a value which is higher than the net book value subject to realization in cash and necessary disclosures. Further, securitization companies and asset reconstruction companies are henceforth not permitted to acquire any non-performing financial assets from their sponsor banks on a bilateral basis. However, they may participate in auctions of non-performing assets by their sponsor banks.

Pursuant to the powers conferred upon the Government under section 20 of the SARFAESI Act, the Ministry of Finance established the central electronic registry, which became operational from March 31, 2011. Henceforth, all transactions relating to securitisation, reconstruction of financial assets and the transactions relating to mortgage by deposit of title deeds to secure any loan or advances granted by banks and financial institutions are to be registered in the central electronic registry within 30 days of such transaction.

The records will be available for search by any lender or any other person interested in dealing with the property and are designed to prevent frauds involving multiple lending against the same security as well as to prevent fraudulent sale of property without disclosing any existing security interest over such property. See also “Overview of the Indian Financial Sector—Recent Structural Reforms—Legislative Framework forRecoveryofDebtsDuetoBanks”.

Regulations Relating to Making Loans

The provisions of the Banking Regulation Act govern the making of loans by banks in India. The Reserve Bank of India also issues directions covering the loan activities of banks. These directions and guidelines issued by the Reserve Bank of India have been consolidated annually in Master Circular —Loans and Advances —Statutory and Other Restrictions dated July 1, 2014. These guidelines and directions are revised from time to time by the Reserve Bank of India. Some of the major guidelines of the Reserve Bank of India pertain to loan exposure norms, bank loans to non-bank finance companies and to priority sectors, in addition to banks’ lending rates, base rates and loans against shares.

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Banks are free to determine their own lending rates but each bank must disclose its base rate. The base rate, which takes into consideration all elements of lending rates that are common across borrowers, replaced the benchmark prime lending rate as the standard on July 1, 2010. The base rate is also applicable for loans renewed from July 1, 2010. The base rate is the minimum rate for all loans; banks are not permitted to lend below the base rate except for Differential Rate of Interest advances, loans to banks’ own employees and loans to banks’ depositors against their own deposits. Accordingly, the earlier stipulation of the benchmark prime lending rate as the ceiling rate for loans of up to Rs. 200,000 has been withdrawn. Banks are permitted to arrive at the base rate for a specific tenor that would be needed to be disclosed transparently. Further, banks are permitted to determine their final lending rates on loans and advances with reference to the base rate and by including such other customer specific charges as they consider appropriate. Until such time that loans linked to the benchmark prime lending rate exists, banks must announce both the benchmark prime lending rate and the base rate. In April 2014, the Reserve Bank of India’s Working Group on Pricing of Credit submitted its report proposing to increase transparency and fairness in credit pricing. The committee has recommended that banks should compute the base rate on the basis of marginal cost of funds and there should be a Board approved policy delineating the various components that determine the spread that is charged to a customer. It is further recommended that the spread charged to a customer cannot be increased except when the credit risk profile of the customer deteriorates. Also, periodicity of interest rate reset should be pre-informed at the time of making the loan, and any change in interest rates can made only on pre-specified dates irrespective of the changes made in the base rate. Banks should be able to demonstrate to the Reserve Bank of India the rationale of the pricing policy.

Under Section 20(1) of the Banking Regulation Act, a bank cannot grant any loans and advances against the security of its own shares and a banking company is prohibited from entering into any commitment for granting any loans or advances to or on behalf of any of its directors, or any firm in which any of its directors is interested as partner, manager, employee or guarantor, or any company (not being a subsidiary of the banking company or a company registered under Section 25 of the Companies Act, 1956, or a government company) of which, or the subsidiary or the holding company of which any of the directors of the bank is a Director, managing agent, manager, employee or guarantor or in which he holds substantial interest, or any individual in respect of whom any of its directors is a partner or guarantor. There are certain exemptions in this regard as the explanation to the section provides that ‘loans or advances’ shall not include any transaction which the Reserve Bank of India may specify by general or special order as not being a loan or advance for the purpose of such section.

There are guidelines on loans against equity shares in respect of amount, margin requirement and purpose.

The Reserve Bank of India has issued guidelines requiring banks to put in place a policy for exposure to real estate with the approval of their boards. The policy should include exposure limits, collaterals to be considered, collateral cover and margins and credit authorization. The Reserve Bank of India has also permitted banks to extend financial assistance to Indian companies for acquisition of equity in overseas joint ventures or wholly owned subsidiaries or in other overseas companies, new or existing, as strategic investment. Banks are not permitted to finance acquisitions by companies in India. With regard to mortgages, the Reserve Bank of India has imposed a ceiling of 75.0% on the loan-to-value ratio in respect of housing loans exceeding Rs. 7.5 million. However, small value loans of less than Rs. 2.0 million are permitted to have a loan-to-value ratio not exceeding 90.0% and loans from Rs. 2.0 million to Rs 7.5 million can have a loan-to-value ratio of 80%. In November 2012, the Reserve Bank of India released a draft report to assess the feasibility of introducing long-term fixed interest rate loan products by banks. The report recommended that banks could explore the possibility of raising long-term bonds to extend long-term fixed rate loan products.

Further, in November 2012, the Reserve Bank of India issued instructions regarding sharing of information relating to credit, derivatives and unhedged foreign currency exposures among banks and to put in place an effective mechanism for information sharing. Also, from January 1, 2013, sanction of fresh loans and renewal of loans to new and existing borrowers should be done only after obtaining/sharing necessary information. In September 2013, the Reserve Bank of India announced the creation of a central repository of large common exposures across banks, to be based on submissions made by banks to the Reserve Bank of India on exposures of more than Rs. 100.0 million to individuals and entities.

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In order to ensure adequate credit flow to infrastructure projects, the Reserve Bank of India allowed banks to issue long-term bonds for financing infrastructure projects and low-cost housing in July 2014. These bonds would have a minimum maturity of seven years and would be exempted from reserve requirements like cash reserve ratio, statutory liquidity ratio and would also be eligible for exemption from adjusted net bank credit for the purpose of priority sector lending targets. The Reserve Bank of India has also issued guidelines in July 2014 permitting flexible structuring of long-term project loans to infrastructure and other core industries. According to the guidelines, banks are permitted to structure long-term project loans with the intent of refinancing these loans at periodic intervals without such refinancing being considered as restructuring. Such loans could have tenors linked to the economic life of the project and can extend up to 25 years. The amortization schedule of the loans can be modified once during the course of the loan without classifying them as restructured loans provided they meet certain specific requirements like being a standard asset with no loss on the net present value and the debt amortization is scheduled within 85% of the economic life of the project. This guideline is applicable only for long-term project loans provided after July 15, 2014.

Directed Lending

Priority Sector Lending

The lending to priority sector guidelines require commercial banks to lend a certain percentage of their adjusted net bank credit to specific sectors (the priority sectors), such as agriculture, micro and small enterprises, micro-credit, education and housing finance. The target for total priority sector advances is set at 40.0% of adjusted net bank credit (which is net bank credit plus those investments made by banks in non-statutory liquidity bonds that are included in the held-to-maturity category minus recapitalization bonds floated by the government) or of the credit equivalent amount of off-balance sheet exposure, whichever is higher as of March 31 of the previous fiscal year. Of the total priority sector advances, agricultural advances are required to be 18.0% of adjusted net bank credit. The advances to weaker sectors are required to be at 10.0% of the adjusted net bank credit. Advances to the agricultural sector are further divided into “direct lending,” with a target of 13.5% of adjusted net bank credit and “indirect lending,” with a target of 4.5% of adjusted net bank credit.

In July 2012, the Reserve Bank of India issued revised guidelines on priority sector lending. The guidelines maintained the priority sector lending targets including an overall target of 40% of adjusted net bank credit and sub-target of 18% towards agriculture lending. With a view to increase direct bank lending to farmers, self-help groups and joint liability groups, loans to corporations engaged in agriculture and allied activities were classified under indirect agriculture lending. Lending to a small or micro enterprise in the services sector was capped at Rs. 10 million. However, this was later revised and loans of up to Rs. 20.0 million to corporates or cooperatives directly engaged in agriculture and related activities were allowed to be classified as direct finance to agriculture under priority sector lending. The guidelines also stipulate that investments by banks in securitised assets, outright purchases of loans and assignments would be eligible for classification under priority sector if the underlying assets themselves qualified for such treatment. The interest rates charged to ultimate borrowers by the originating entities in such transactions were capped for such transactions to be classified as priority sector. Further, the priority sector target for foreign banks with 20 or more branches in India were brought on par with domestic banks with their target increasing from 32% of adjusted net bank credit to 40%.

In October 2012, advances to housing finance companies for on-lending towards house purchase of up to Rs. 1.0 million per borrower were included under priority sector. Further, in May 2013, the Reserve Bank of India enhanced the loan limit on certain categories of priority sector lending. The categories included micro and small enterprises in the services sector where the loan limit was enhanced from Rs. 20.0 million to Rs. 50.0 million, bank loans to dealers/sellers of fertilizers, pesticides, seeds, cattle feed, poultry feed, agricultural implements and other inputs where the loan limit was enhanced from Rs. 10.0 million to Rs. 50.0 million and pledge loans to individual farmers and corporates engaged in agricultural activities from Rs. 2.5 million to Rs. 5.0 million.

Fresh loans to non-banking finance companies for on-lending to individuals are no longer included in priority sector effective from April 1, 2011. Loans to microfinance institutions, including non-banking finance companies operating as microfinance companies prior to April 1, 2011, for on-lending to individuals continue to be eligible for classification under the priority sector category. However, banks have to ensure that microfinance companies comply with the restrictions prescribed by the Reserve Bank of India on margins and interest rates charged on individual loans. Further, loans sanctioned to non-banking finance

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companies which are then lent onwards to individuals and entities with gold jewellery as collateral are excluded from classification as direct agriculture lending under priority sector requirements since February 2011. Similarly, investments made by banks in securitised assets originated by non-banking finance companies, where the underlying assets were loans against gold jewellery, and the purchase/assignment of a gold loan portfolio from non-banking finance companies were also made ineligible for classification under agriculture sector lending.

Banks falling short of their priority sector lending targets are required to contribute amounts equivalent to the shortfall to specific government funds like the Rural Infrastructure Development Fund, established by the National Bank for Agriculture and Rural Development, or funds with other financial institutions. The allocation of amounts among the banks is decided by the Reserve Bank of India. The contribution is made by subscribing to bonds issued with a maturity of up to seven years. The interest rates on these contributions are below market rates and are generally set depending on the bank rate as set by the Reserve Bank of India. In May 2014, the Reserve Bank of India issued guidelines allowing banks to include the outstanding mandated investments in these government funds at March 31 of the fiscal year to be treated as part of indirect agriculture and count towards overall priority sector target achievement. Investments at March 31 of the preceding year would also be included in the adjusted net bank credit which forms the base for computation of the priority sector and sub-segment lending requirements.

Considering the volatility in the currency market, as a one-time measure in fiscal 2014, the Reserve Bank of India allowed incremental foreign currency non-resident bank deposits and non-resident (external) rupee deposits with a maturity of three years and above to be exempted from maintenance of reserve requirements including cash reserve ratio and statutory liquidity ratio. This benefit was available on deposits received between July 26, 2013 and March 7, 2014. Advances extended against such incremental foreign currency deposits were allowed to be excluded from the computation of adjusted net bank credit for priority sector lending targets. These advances would be eligible for exclusion from adjusted net bank credit till their repayment.

The Reserve Bank of India is also focused on promoting financial inclusion, and has envisaged a number of steps in this direction. The Committee on Comprehensive Financial Services for Small Businesses and Low-income Households, in its report released in January 2014, has proposed a differentiated banking system with creation of new payments and wholesale banks. These banks would have lower capital requirements and limited area of operations. The committee has further recommended giving certain non-bank entities direct access to the settlement systems and allowing non-deposit taking non-bank finance companies to act as business correspondents. The committee has also proposed a new framework for priority sector lending along with a new method for computation of priority sector targets based on district or sector wise credit penetration. Guidelines regarding setting up of small banks and payments banks were released in July 2014.

With a view to ensure adequate flow of credit to the micro and small enterprises, in April 2014 the Reserve Bank of India advised banks to provide differential interest rates for such borrowers. While pricing the loan, banks have to take into account incentives made available to micro and small enterprises in the form of credit guarantee cover and the zero risk weight applicable to such guaranteed loans for capital adequacy purposes. However, such differential rate of interest cannot be below the base rate of the bank.

Export Credit

The Reserve Bank of India also requires commercial banks to make loans to exporters at concessional rates of interest. This enables exporters to have access to an internationally competitive financing option. Pursuant to existing guidelines, 12.0% of a bank’s adjusted net bank credit is required to be in the form of export credit. This target is in addition to the priority sector lending mandate of 40.0% of adjusted net bank credit. We provide export credit for pre-shipment and post-shipment requirements of exporter borrowers in rupees and foreign currencies. In May 2014, the Reserve Bank of India allowed exporters with a satisfactory track record of at least three years to receive long term export advance at concessional rates for execution of long term supply contracts up to a maximum period of 10 years.

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Credit Exposure Limits

As a prudential measure aimed at better risk management and avoidance of concentration of credit risks, the Reserve Bank of India has prescribed credit exposure limits for banks and long-term lending institutions in respect of their lending to individual borrowers and to all companies in a single group (or sponsor group). These measures are consolidated in the Reserve Bank of India’s Master Circular on exposure norms dated July 1, 2014. The limits currently set by the Reserve Bank of India are as follows:

· The exposure ceiling for a single borrower is 15.0% of capital funds and group exposure limit is 40.0% of capital funds. In case of financing for infrastructure projects, the exposure limit to a single borrower may be extended by another 5.0% (i.e., up to 20.0% of capital funds) and the group exposure limit may be extended by another 10.0% (i.e., up to 50.0% of capital funds). Effective May 29, 2008. The exposure limit in respect of single borrower was raised to 25.0% of capital funds for oil companies that were issued oil bonds. Banks may, in exceptional circumstances, with the approval of their board of directors, consider enhancement of the exposure to a borrower up to a maximum of further 5.0% of capital funds, subject to the borrower consenting to the banks making appropriate disclosures in their annual reports

· Exposures to public sector undertakings are exempted from group exposure limits.

· Capital funds are the total capital as defined under capital adequacy norms (tier 1 and tier 2 capital).

· Exposure shall include credit exposure (funded and non-funded credit limits) and investment exposure (including underwriting and similar commitments). Non-fund based exposures are calculated at 100.0% and in addition, banks include exposure on account of  forward contracts in foreign exchange and other derivative products, like currency swaps and options, computed as per current exposure method at their replacement cost value in determining individual or group borrower exposure ceilings, effective April 1, 2003.

To ensure that exposures are evenly spread, the Reserve Bank of India requires banks to fix internal limits of exposure to specific sectors. These limits are subject to periodical review by the banks. We have fixed a ceiling of 15.0% on our exposure to any one industry (other than retail loans) and monitor our exposures accordingly.

As an interim measure to promote a central clearing of standardized over-the-counter derivative products through a central counterparty, in January 2014 the Reserve Bank of India issued guidelines allowing a bank’s clearing exposure to qualifying central counterparties to be outside of the ceiling of 15.0% of its capital funds. Other exposures to qualifying central counterparties such as loans, credit lines, investments in the capital of central counterparty, liquidity facilities, etc. would continue to be within the existing ceiling of 15.0% of capital funds to a single counterparty. However, all exposures of a bank to a non-qualifying central counterparty should be within the exposure ceiling of 15.0%.

Limits on Exposure to Non-banking Finance Companies

The guidelines restrict each bank’s exposure to non-banking finance companies, excluding asset financing and infrastructure financing companies, to 10.0% of the bank’s capital funds as per the last audited balance sheet. Exposure to non-banking asset finance companies/infrastructure finance companies has been restricted to 15.0% of bank’s capital funds and to non-banking gold loan companies to 7.5% of bank’s capital funds. . The limit may be increased to 12.5% for Non-Banking Finance Company-Gold Loan companies and 20.0% respectively for non-banking asset financing companies, provided that the excess exposure is on account of funds lent to infrastructure sectors.

Limits on intra-group transaction and exposures

In February 2014, the Reserve Bank of India issued guidelines on management of intra-group transaction and exposures for financial conglomerates. The guidelines prescribe quantitative limits for intra-group financial transactions and prudential measures for non-financial transactions. The Reserve Bank of India has prescribed a single group entity exposure limit of 5.0% of paid-up capital and reserves for non-financial companies and unregulated financial services companies and 10.0% in case of regulated financial entities. The aggregate group exposure cannot exceed 20.0% of paid up capital and reserves in case of all group entities (financial and non-financial) taken together and 10% in case of all non-financial companies and unregulated financial services companies taken together. Banks’ exposures to other banks/financial institutions in the group in form of equity and other capital instruments are exempted from above limits. In case a bank’s current intra-group exposure is more than the limits stipulated in the guidelines, it should bring down the exposure within the limits before March 31, 2016. If the exposure exceeds the permissible limits after March 31, 2016, the excess amount would be deducted from Common Equity Tier 1 capital of the bank. These guidelines are effective from October 1, 2014.

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Regulations Relating to Investments and Capital Market Exposure Limits

In terms of Section 19(2) of the Banking Regulation Act, banks should not hold shares in any company except as provided in sub-section (1) of that Act, whether as pledgee, mortgagee or absolute owner, of an amount exceeding 30.0% of the paid-up share capital of that company or 30.0% of its own paid-up share capital and reserves, whichever is less. Further, in terms of Section 19(3) of the Banking Regulation Act, banks should not hold shares, whether as pledgee, mortgagee or absolute owner, in any company in the management of which any managing director or manager of the bank is in any manner concerned or interested.

The Reserve Bank of India guidelines on capital market exposures stipulate that a bank’s exposure to capital markets in all forms (both fund based and non-fund based) by way of investments in shares, convertible bonds/debentures, units of equity oriented mutual funds, loans against shares, and secured and unsecured advances to stock brokers, should not exceed 40% of its net worth on both a stand-alone and consolidated basis as of March 31 of the previous year. Within this overall limit, direct investments in shares, convertible bonds/debentures, and units of equity oriented mutual funds and all exposures to venture capital funds have been restricted to 20.0% of their net worth on both a stand-alone and consolidated basis. Further, in July 2011, the Reserve Bank of India stipulated that a bank’s investments in liquid schemes of debt oriented mutual funds are subject to a prudential cap of 10.0% of the bank’s net worth as of March 31 of the previous year. The above guidelines are also applicable at a consolidated level.

Investment by banks in specified instruments which are issued by other banks or financial institutions and are eligible for capital status for the investee bank/financial institution should not exceed 10% of the investing bank’s capital funds. Further, the banks/financial institutions should not acquire any fresh stake in a bank’s equity shares, if by such acquisition, the investing bank’s or financial institution’s holding exceeds 5% of the investee bank’s equity capital. The guideline requires banks to obtain prior approval of the Reserve Bank of India for equity investment in a company engaged in the financials sector and such investments are held under the held-for-trading category.

The Reserve Bank of India has issued detailed guidelines on investments by banks in non-statutory liquidity ratio securities. These guidelines apply to primary market subscriptions and secondary market purchases. Pursuant to these guidelines, banks are prohibited from investing in non-statutory liquidity ratio securities with an original maturity of less than one year, other than commercial paper, certificates of deposits and certain non-convertible debentures issued by corporates and non-banking finance companies. Banks are also prohibited from investing in unrated securities. A bank’s investment in unlisted non-statutory liquidity ratio securities may not exceed 10.0% of its total investment in non-statutory liquidity ratio securities at the end of the preceding fiscal year. However, the bank’s investments in unlisted non-statutory liquidity ratio securities may exceed the 10.0% limit by an additional 10.0%, provided the investment is in securitization papers issued for infrastructure projects and bonds/debentures issued by securitization companies and reconstruction companies set up under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and registered with the Reserve Bank of India. In December 2007, the Reserve Bank of India permitted banks to invest in unrated bonds of corporations engaged in infrastructure activities within the ceiling of 10.0% for unlisted non-statutory liquidity ratio securities in order to encourage flow of credit to the infrastructure sector.

The Reserve Bank of India has also issued guidelines on investments in subsidiaries and other companies, including investments in non-financial services companies. According to the guidelines, equity investments by a bank in a subsidiary company or other financial services company cannot exceed 10.0% of the bank’s paid-up share capital and reserves. Equity investment by banks in non-financial services companies is capped at 10.0% (as opposed to an earlier cap of 30.0%) of the investee company’s paid-up share capital. Equity investments in non-financial services companies at the group level, including investments by the bank’s subsidiaries, cannot exceed 20% of the investee company’s paid-up share capital. Also, overall equity investments by a bank, including investments in its subsidiaries and other companies, cannot exceed 20.0% of the bank’s paid-up share capital and reserves.

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Further, the total investment by banks in liquid or short-term debt schemes of mutual funds with weighted average maturity of portfolio of not more than one year will be subject to a prudential cap of 10% of their net worth as on March 31 of the previous year. A 125% risk weight is assigned to all capital market exposures.

Banks’ Investment Classification and Valuation Norms

The key features of the Reserve Bank of India guidelines on categorization and valuation of banks’ investment portfolio are given below.

· The entire investment portfolio is required to be classified under three categories: (a) held to maturity, (b) held for trading and (c) available-for-sale. Held to maturity includes securities so classified in accordance with the Reserve Bank of India guidelines; held for trading includes securities acquired with the intention of being traded to take advantage of the short-term price/interest rate movements; and available-for-sale includes securities not included in held to maturity and held for trading. Banks should decide the category of investment at the time of acquisition.

The held to maturity category can include statutory liquidity ratio securities up to a specified percentage of the demand and time liabilities and certain non-statutory liquidity ratio securities, including fresh recapitalization bonds received from the government of India towards recapitalization requirement and held in the investment portfolio, fresh investment in the equity of subsidiaries and joint ventures, Rural Infrastructure Development Fund/Small Industries Development Board of India/Rural Housing Development Fund deposits and investment in long-term bonds (with a minimum residual maturity of seven years) issued by companies engaged in infrastructure activities. In December 2010, the Reserve Bank of India reduced the statutory liquidity ratio from 25.0% to 24.0%, and further to 23.0% in August 2012. In May 2013, the Reserve Bank of India announced that the level of government securities portfolio permitted to be included in the held-to-maturity category in excess of the overall limit of 25.0% of the investment portfolio permitted to be classified as held-to-maturity, was reduced from 25.0% of demand and time liabilities to 23.0% of demand and time liabilities, in line with then existing statutory liquidity ratio requirement, with the reduction to be implemented in a phased manner with 50 basis points being reduced every quarter beginning from the quarter ended June 30, 2013.

However, following the sharp increase in long-term yields in August 2013 caused by monetary tightening measures announced by the Reserve Bank of India on July 15, 2013 and July 23, 2013, the Reserve Bank of India allowed certain adjustments in the investment portfolio classification and valuation of banks as a temporary measure. Banks were allowed to retain the level of government securities portfolio in the held-to-maturity category at 24.5% of demand and time liabilities, as against the earlier requirement of bringing it down to 24.0% during the three months ended September 30, 2013.

· Profit or loss on the sale of investments in both held for trading and available-for-sale categories are taken in the income statement. Profit on the sale of investments in the held to maturity category, net of tax and statutory reserve, is appropriated to the capital reserve account after being taken in the income statement. Loss on any sale is recognized in the income statement.

· The market price of the security available from the stock exchange, the price of securities in subsidiary general ledger transactions, the Reserve Bank of India price list or prices declared by Primary Dealers Association of India jointly with the Fixed Income Money Market and Derivatives Association of India serves as the “market value” for investments in available-for-sale and held for trading securities.

· Investments under the held for trading category should be sold within 90 days; in the event of inability to sell due to adverse factors including tight liquidity, extreme volatility or a unidirectional movement in the market, the unsold securities should be shifted to the available-for-sale category.

Investments may be shifted from or to held-to-maturity with the approval of the board of directors once a year, normally at the beginning of the accounting year; shifting of investments from available-for-sale to held for trading may be done with the approval of the board of directors, the Asset Liability Management Committee or the Investment Committee; shifting from held for trading to available-for-sale is generally not permitted. Since August 2010, the Reserve Bank of India has mandated that, with regard to sales and transfers

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of securities from or to the held-to maturity category, if the value of sales exceeds 5.0% of the book value of the investment held in the held-to-maturity category at the beginning of the year, the market value of the investment will have to be disclosed in the notes to the financial accounts in the annual report along with the excess book value over market value for which a provision was not made. In August 2013, following the sharp movement in bond yields, the Reserve Bank of India permitted banks to transfer the government securities portfolio from the held-for-trading and available-for-sale categories to the held-to-maturity category up to 24.5% of demand and time liabilities as a one time measure. This transfer was excluded from the 5.0% limit prescribed for value of sale or transfer to the held-to-maturity category. The transfer had to be done before September 30, 2013 and banks had the option to value the transferred portfolio at July 15, 2013 prices.

Held-to-maturity securities need not be marked to market and are carried at acquisition cost, unless it is more than the face value, in which case the premium should be amortized over the period remaining to maturity.

Investments under available-for-sale category are marked to market at quarterly intervals and held for trading securities valued at market at monthly intervals. Depreciation or appreciation for each basket within the available-for-sale and held for trading categories is aggregated. Net appreciation in each basket, if any, which is not realized, is ignored, while net depreciation is provided for. In August 2013, as part of the special measures announced by the Reserve Bank of India following the sharp movement in market rates, banks were allowed to amortise the net depreciation in the available-for-sale and held for trading book in equal instalments over the remaining part of fiscal 2014.

Investments in security receipts or pass through certificates issued by asset reconstruction companies or trusts set up by asset reconstruction companies should be valued at the lower of: (a) the redemption value of the security receipts or pass through certificates; and (b) the net book value of the financial asset. However, if the instrument issued by securitization/asset reconstruction companies is limited to the actual realization of the financial asset assigned to the instrument, the net asset value should be obtained from the securitization/asset reconstruction companies for valuation of the investments.

In June 2008, the Reserve Bank of India issued revised guidelines for the valuation of non-statutory liquidity ratio securities, requiring banks to value securities issued by the government of India at a spread of 25 basis points above the corresponding yield on government of India securities from an earlier spread of 50 basis points above the corresponding yield on government of India securities.

On December 19, 2013, the Reserve Bank of India issued guidelines permitting banks to participate in interest rate futures for the dual purpose of hedging the risk in the underlying investment portfolio and to take a trading position. However, banks are not allowed to undertake transactions in interest rate futures on behalf of their clients.

Limit on Transactions through Individual Brokers

Guidelines issued by the Reserve Bank of India require banks to appoint brokers for transactions in securities. These guidelines also require that a disproportionate part of the bank’s business should not be transacted only through one broker or a few brokers. If for any reason this limit is breached, the Reserve Bank of India has stipulated that the board of directors of the bank should be informed on a half yearly basis of such occurrence and ratify such action.

Prohibition on Short-Selling

The Reserve Bank of India permits scheduled commercial banks and primary dealers to undertake short sale of central government dated securities, subject to the short position being covered within a maximum period of three months. The short positions shall have to be covered only by outright purchase of an equivalent amount of the same security. The Reserve Bank of India has permitted banks to sell Government securities already contracted for purchase, provided that the purchase contract is confirmed and the contract is guaranteed by Clearing Corporation of India Limited, or the security is contracted for purchase from the Reserve Bank of India. Each security is deliverable or receivable on a net basis for a particular settlement cycle. The Reserve Bank of India has also permitted a “when issued” market in government securities in order to further strengthen the debt management framework.

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Introduction of Credit Default Swaps for Corporate Bonds

In fiscal 2012, the Reserve Bank of India introduced credit default swaps on corporate bonds. Banks are allowed to undertake such transactions, both as market makers as well as users. Commercial banks will be eligible to act as market makers provided they fulfill the criteria of a minimum 11.0% capital adequacy ratio with a tier 1 ratio of at least 7%, and a net non-performing assets ratio of less than 3.0%. Banks’ net credit exposures on account of credit default swaps cannot exceed 10.0% of the investment portfolio of unlisted/unrated bonds. Credit default swaps were earlier allowed only on listed corporate bonds and unlisted but rated bonds of infrastructure companies. In January 2013, this was expanded to include unlisted but rated corporate bonds. Further, credit default swaps were permitted on securities with original maturities of up to one year such as commercial papers, certificates of deposit, and non-convertible debentures with original maturities of less than one year.

Subsidiaries and Other Financial and Non-Financial Sector Investments

We need prior permission of the Reserve Bank of India to incorporate a subsidiary. We are required to maintain an “arms’ length” relationship with our subsidiaries and with mutual funds sponsored by us in regard to business parameters such as not taking undue advantage in borrowing/lending funds, transferring/selling/buying of securities at rates other than market rates, giving special consideration for securities transactions, in supporting/financing the subsidiary or financing our clients through them when we are not able or not permitted to do so ourselves. We have to observe the prudential norms stipulated by the Reserve Bank of India, from time to time, in respect of our underwriting commitments. Pursuant to such prudential norms, our underwriting or the underwriting commitment of our subsidiaries under any single obligation shall not exceed 15.0% of an issue. We also need the prior specific approval of the Reserve Bank of India to participate in the equity of financial services ventures including stock exchanges and depositories notwithstanding the fact that such investments may be within the ceiling (the lower of 30.0% of the paid-up capital of the investee company or 30.0% of the investing bank’s own paid-up capital and reserves) prescribed under Section 19(2) of the Banking Regulation Act.

Under the Reserve Bank of India guidelines, a bank’s equity investments by a bank in a subsidiary company, or a financial services company (including a financial institution, a stock or other exchange or a depository) which is not a subsidiary, should not exceed 10% of the bank’s paid-up share capital and reserves and the total investments made in all subsidiaries and all non-subsidiary financial services companies should not exceed 20% of the bank’s paid-up share capital and reserves. However, the cap of 20% does not apply, nor is the prior approval of the Reserve Bank of India required, if investments in financial services companies are held under the “held for trading” category, and are not held beyond 90 days.

Under the Reserve Bank of India regulation, a bank’s equity investments in companies engaged in non-financial services activities are subject to a limit of 10% of the investee company’s paid-up share capital or 10% of the bank’s paid-up share capital and reserves, whichever is less. For the purpose of this limit, equity investments held under the “held for trading” category are included. Equity investments in any non-financial services company held by a bank, or entities which are bank’s subsidiaries, associates or joint ventures, and mutual funds managed by asset management companies controlled by the bank should in the aggregate not exceed 20% of the investee company’s paid-up share capital. Any investment by a bank in excess of 10% of the investee company’s paid-up share capital, but not exceeding 30%, requires the approval of the Reserve Bank of India.

A bank holding may hold equity in excess of 10% of a non-financial services investee company’s paid-up capital without the prior approval of the Reserve Bank of India if the additional acquisition is made through a restructuring or corporate debt restructuring, or is acquired by the bank in order to protect its interest on loans/investments made in a company. However, banks have to submit to the Reserve Bank of India a time bound action plan for disposal of such shares within a specified period.

Further, a bank’s equity investments in subsidiaries and other entities that are engaged in financial services activities, together with equity investments in entities engaged in non-financial services activities,

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should not exceed 20% of the bank’s paid-up share capital and reserves. The cap of 20% would not apply for investments classified under the “held for trading” category and which are not held beyond 90 days. The Reserve Bank of India has clarified that investment in overseas banking subsidiaries can be excluded from the above 20% limit. In August 2006, the Reserve Bank of India issued guidelines that included banks’ investments in venture capital funds in this limit.

Regulations Relating to Securitization of Loans

With a view to developing an orderly and healthy securitization market, and ensuring alignment of originators and investors’ interests, the Reserve Bank of India issued guidelines on securitization in May 2012. Under the guidelines, all on-balance sheet standard assets are eligible for securitization, except for revolving credit facilities, mortgage backed securities and asset backed securities. Loans must also meet a minimum holding period requirement, based on the maturity and repayment frequency of the loan, in order to be eligible for securitization. A minimum retention requirement is prescribed to ensure that the originating banks have a continuing stake in the performance of the securitised assets. The total exposure of banks to the securitised loans cannot exceed 20% of the total securitised instruments, and any exposure in excess of this limit must be risk-weighted at 1111%.

Regulations Relating to Deposits

The Reserve Bank of India has permitted banks to independently determine interest rates offered on term deposits. However, banks cannot pay interest on current account deposits. Interest rates payable on savings deposits were regulated until October 2011. In May 2011, the Reserve Bank of India increased the interest rate on savings deposits from 3.5% to 4.0%. In October 2011, the Reserve Bank of India deregulated the savings account interest rate, allowing a uniform interest rate to be paid on deposits up to Rs. 100,000 and permitting differential rates for deposits of over Rs. 100,000, depending on the amount in the account.

The Reserve Bank of India guidelines require that payment of interest be calculated on saving bank account deposits on a daily product basis since April 1, 2010.

Domestic time deposits and rupee-denominated non-resident ordinary and non-resident rupee accounts have a minimum maturity of seven days. Time deposits from non-resident Indians denominated in foreign currency have a minimum maturity of one year and a maximum maturity of five years.

Banks have the flexibility to offer varying rates of interests on domestic deposits of the same maturity subject to the following conditions:

· time deposits are of Rs. 10 million and above; and

· interest on deposits is paid in accordance with the schedule of interest rates disclosed in advance by the bank and not pursuant to negotiation between the depositor and the bank.

Interest rates on non-resident foreign currency term deposits of one to three years and three to five years are linked to the LIBOR/SWAP rates for the U.S. dollar of corresponding maturity. The rate is periodically prescribed by the Reserve Bank of India. In the last notification issued in August 2013, interest rate on deposits of one to three years was fixed at LIBOR/SWAP plus 200 basis points, and interest rate on deposits of three to five years was increased from LIBOR/SWAP plus 300 basis points to LIBOR/SWAP plus 400 basis points. Interest rates on non-resident rupee savings deposits are set at the rate applicable to domestic savings deposits. In fiscal 2012, the Reserve Bank of India deregulated interest rates on non-resident (external) rupee deposits and ordinary non-resident accounts, allowing banks to determine the interest rates on savings and term deposits with maturities of one year and above. However, the interest rates cannot exceed the rate offered by the bank on comparable domestic rupee deposits. In September 2013, the Reserve Bank of India removed the ceiling on interest rates for non-resident (external) rupee deposits of three years and above till February 28, 2014. Effective March 1, 2014, the interest rates offered on FCNR (B) deposits of tenor three to five years reverted to the ceiling of LIBOR/SWAP plus 300 basis points as against the exceptional rate of LIBOR/SWAP plus 400 basis points permitted between August 2013 to February 2014. Also, interest rates of non-resident (external) rupee deposits was capped to comparable domestic rupee deposits as against earlier deregulation of interest rates permitted from August 2013 to February 2014. The ceiling on ordinary non-resident accounts however continued.

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In September 2013, the Reserve Bank of India introduced a swap facility for incremental foreign currency deposits. This was set up with the intent to increase the flow of foreign currency funds into the country considering the sharp depreciation in the rupee. This facility was only for deposits in foreign currency non-resident (bank) deposit accounts, and was available only in U.S. dollars. The tenor of the swap was fixed at three years and above. A bank could avail the swap facility only once a week, with the maximum amount of U.S. dollars eligible for swap equal to the foreign currency deposits mobilised in the preceding week. The swap facility was made available only for a fixed period from September 10, 2013 to November 30, 2013. In another step taken by the Reserve Bank of India, effective from July 26, 2013, incremental foreign currency non-resident deposits and non-resident rupee deposits having a maturity of three years and above were exempted from cash reserve ratio and statutory liquidity ratio requirements. This benefit was withdrawn for deposits raised from March 8, 2014 onwards.

With a view to increasing the availability of financial services across regions and population segments, the Reserve Bank of India has advised banks to make available a basic savings bank deposit account without having the requirement of any minimum balance..

Regulations Relating to Customer Service & Customer Protection

Enhancing customer service and customer protection is a focus area for the Reserve Bank of India and it has regularly emphasized on offering efficient, fair and speedy customer service. In this regard, a committee was set up in fiscal 2010 to consider improvements in customer service in banks. Following the recommendations made by the committee, the Reserve Bank of India has issued several guidelines. In July 2013, banks were mandated to have a uniform pricing policy for all customers across all branches, irrespective of the branch in which the account was opened. Further, draft guidelines on wealth management and marketing services offered by banks were issued. According to the guidelines, wealth management services can be offered only through a subsidiary or a separately identifiable department or division in the bank in order to avoid conflict of interest. Also, banks need to take the prior approval of the Reserve Bank of India to offer wealth management services. In May 2014, the Reserve Bank of India issued guidelines instructing banks to not charge foreclosure charges or pre-payment penalties on floating rate term loans. Further, banks are also not permitted to levy penal charges for non-maintenance of minimum balance in any in-operative accounts.

Deposit Insurance

Demand and time deposits of up to Rs. 100,000 that are accepted by Indian banks have to be insured with the Deposit Insurance and Credit Guarantee Corporation, a wholly-owned subsidiary of the Reserve Bank of India. Banks are required to pay the insurance premium for the eligible amount to the Deposit Insurance and Credit Guarantee Corporation on a semi-annual basis. The cost of the insurance premium cannot be passed on to the customer.

The Depositor Education and Awareness Fund (DEAF) Scheme, 2014 –section 26A of Banking Regulation Act, 1949

The Reserve Bank of India has advised that banks shall calculate the cumulative balances in all eligible accounts which are unclaimed for more than 10 years along with interest accrued, as on the day prior to May 23, 2014 and such amounts due should be transferred to the Fund on June 30, 2014 (before the close of banking hours). Subsequently, the amount due in each calendar month shall be transferred on the last working day of the subsequent month.

Regulations Relating to Knowing the Customer and Anti-Money Laundering

The Prevention of Money Laundering Act, 2002, which came into effect beginning July 2005, seeks to prevent and criminalise money laundering and terrorist financing. It also provides for the freezing and confiscation of assets concerned in money laundering / terrorism offences, and the formation of the Financial Intelligence Unit. The Act lays down the obligations on designated entities (including banks and financial institutions) for maintaining records of prescribed transactions and for reporting such transactions to the Financial Intelligence Unit. It also lists out the predicate offences that come under the purview of the Act. Prevention of Money-Laundering Rules have also been framed under the Act. The Act and the Rules have since been amended from time to time.

The Reserve Bank of India has prescribed comprehensive guidelines to be observed by Banks/Financial Institutions under its jurisdiction with regard to Know Your Customer, Anti-Money Laundering and Combating Financing of Terrorism procedures in line with the provisions of the Prevention of Money Laundering Act and Rules notified there under. This is in line with the recommendations made by the Financial Action Task Force on Anti-Money Laundering standards and on Combating Financing of Terrorism. These guidelines are revised from time to time, and consolidated guidelines are issued in the Reserve Bank of India’s master circulars. The objective of these guidelines is to prevent banks from being used, intentionally or unintentionally, by criminal

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elements for money laundering or terrorist financing activities. The guidelines cover key aspects including customer acceptance policy, customer identification procedures, monitoring of transactions and risk management. The guidelines also cover enhanced due diligence measures, appointment of principal officers, training and audit.

The Reserve Bank of India guidelines also provide for simplified Know Your Customers procedures for persons intending to open small deposit accounts (balances not exceeding Rs. 50,000 in all their accounts taken together in which the total credit in all accounts taken together does not exceed Rs. 100,000 in a year). These provisions are intended to promote financial inclusion and to ensure that the implementation of the Know Your Customers guidelines do not result in the denial of banking services to financially or socially disadvantaged sections of society. The Reserve Bank of India simplified the requirement for submission of proof of address at the time of opening a bank account. Customers can now submit any one address proof, either the permanent address or current address. In case of a customer who has migrated and has not furnished the local address, the bank can take a declaration of the local address from the customer which can be later verified by the bank through visits or indirect confirmation by way of delivery of mails.

Regulations on Asset Liability Management

The Reserve Bank of India’s regulations for asset liability management require banks to draw up asset liability gap statements separately for rupee and foreign currencies for the domestic and overseas operations of the bank. These gap statements are prepared by scheduling all assets and liabilities according to the stated and anticipated repricing date, or maturity date. The statements are submitted to the Reserve Bank of India on a periodic basis. The Reserve Bank of India has advised banks to actively monitor the difference in the amount of assets and liabilities maturing or being repriced in a particular period and to place internal prudential limits on the gaps in each time period, as a risk control mechanism.

In March 2007, the Reserve Bank of India issued guidelines regarding prudential limits for inter-bank liabilities. Inter-bank liabilities of a bank cannot exceed 200.0% of its net worth as on the last day of the previous fiscal year. Individual banks have been permitted, with the approval of their boards of directors, to fix a lower limit for their inter-bank liabilities, keeping in view their business model. However, banks whose capital to risk assets ratio is at least 25% more than the minimum capital to risk assets ratio (currently 9%), i.e., 11.25% as on the last day of the previous fiscal year, are allowed a higher limit with respect to inter-bank liability of up to 300.0% of their net worth. It may be noted that the limits prescribed above would include only fund-based inter-bank liabilities within India (including inter-bank liabilities in foreign currency to banks operating within India), and inter-bank liabilities outside India are excluded. The Reserve Bank of India guidelines also stipulate that existing limits on call-money borrowing shall form a sub-limit of the above-mentioned limit. At present, on a fortnightly average basis, call/notice money borrowings should not exceed 100% of bank’s capital funds. However, banks are allowed to borrow a maximum of 125% of their capital funds on any day during a fortnight.

In October 2007, the Reserve Bank of India issued amendments to guidelines on asset liability management to improve management of liquidity by banks and to provide a stimulus for development of the term-money market. The Reserve Bank of India has advised banks to adopt a more detailed approach to the measurement of liquidity risk effective January 1, 2008 by splitting the first time period (1-14 days earlier) in the statement of structural liquidity into three time periods—next day, 2-7 days and 8-14 days. The net cumulative negative liquidity mismatches during the next day, 2-7 days, 8-14 days and 15-28 days periods should not exceed 5%, 10%, 15% and 20% of the cumulative cash outflows in the respective time periods in order to recognize the cumulative impact on liquidity. Banks have also been advised to undertake dynamic liquidity management and are required to prepare the structural liquidity statement on a daily basis. Further, since April 1, 2008, banks are required to report their liquidity gap statements on a fortnightly basis.

In November 2010, the Reserve Bank of India issued guidelines on the introduction of duration gap analysis for interest rate risk management. The guidelines are aimed at providing an indication of the interest rate risk to which the bank is exposed. The report on interest rate sensitivity as per duration gap analysis is required to be submitted on a quarterly basis with effect from June 30, 2011 and on a monthly basis with effect from April 30, 2012.

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In November 2012, the Reserve Bank of India has issued revised guidelines consolidating the various instructions/guidance on liquidity risk management issued from time to time in the past. Instructions/guidance have been enhanced in line with the Basel Committee on Banking Supervision Principles for Sound Liquidity Risk Management and Supervision. The guideline includes enhanced guidance on liquidity risk governance, measurement, monitoring and the reporting to the Reserve Bank of India on liquidity positions.

In June 2014, the Reserve Bank of India released guidelines on Basel III Framework on Liquidity Standards – Liquidity Coverage Ratio, Liquidity Risk Monitoring Tools and Liquidity Coverage Ratio Disclosure Standards. According to the guidelines, banks have to maintain a minimum liquidity coverage ratio which is a ratio of the stock of high quality liquid assets and total net cash outflows over the next 30 calendar days. It is designed to ensure that a bank maintains an adequate level of unencumbered high quality liquid assets to meet any acute liquidity requirements over a period of one month. These guidelines are applicable from January 1, 2015 starting with a minimum liquidity coverage ratio of 60% and increasing gradually to 100% from January 1, 2019. The Reserve Bank of India has also defined categories of assets qualifying as high quality liquid assets. The Reserve Bank of India had earlier also proposed a Basel III net stable funding ratio designed to ensure a minimum amount of funding that is expected to be stable over a one-year time horizon, guidelines for which are awaited.

Further, in July 2014, the Reserve Bank of India issued guidelines permitting banks to issue long-term bonds for financing infrastructure projects and affordable housing. These bonds have been exempt from regulatory pre-emptions such as the cash reserve ratio, statutory liquidity ratio and priority sector lending. The guidelines are intended to benefit banks in their asset-liability management in extending long-term financing to infrastructure projects.

Foreign Currency Dealership

The Reserve Bank of India has granted us a full-fledged authorized dealers’ license to deal in foreign exchange through our designated branches. Under this license, we have been granted permission to:

· engage in foreign exchange transactions in all currencies;

· open and maintain foreign currency accounts abroad;

· raise foreign currency and rupee denominated deposits from non-resident Indians;

· grant foreign currency loans to on-shore and off-shore corporations;

· open documentary credits;

· grant import and export loans;

· handle collection of bills, funds transfer services;

· issue guarantees; and

· enter into derivative transactions and risk management activities that are incidental to our normal functions authorized under our organizational documents and as permitted under the provisions of the Banking Regulation Act.

Further, we have been permitted to hedge foreign currency loan exposures of Indian corporations in the form of interest rate swaps, currency swaps and forward rate agreements, subject to certain conditions. Banks in the authorized dealer category may become trading or clearing members of the currency derivatives segment to be set up by stock exchanges recognized by the Securities and Exchange Board of India, subject to their fulfilling the requirements of (i) minimum net worth of Rs. 5.0 billion, (ii) minimum capital adequacy ratio of 10%, (iii) net non-performing assets not exceeding 3% and (iv) net profit for the previous three years.

Our foreign exchange operations are subject to the guidelines specified by the Reserve Bank of India in the exchange control manual. As an authorized dealer, we are required to enroll as a member of the Foreign Exchange Dealers Association of India, which prescribes the rules relating to foreign exchange business in India. We are also among banks that submit data to government authorities for the setting of financial benchmarks. In April 2014, the Reserve Bank of India issued guidelines recommending measures to strengthen the quality, methodology and the governance framework with respect to financial benchmarks. This was based on recommendations submitted by the committee on financial benchmarks. According to the guidelines, banks submitting data would have to put in place an internal board approved policy on governance of the benchmark submission process and periodically submit a confirmation on compliance with the guidelines.

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Authorized dealers, like us, are required to determine our limits on open positions and maturity gaps in accordance with the Reserve Bank of India guidelines and these limits are approved by the Reserve Bank of India.

In July 2010, the Reserve Bank of India permitted persons resident in India to enter into currency futures on stock exchanges.

Statutes Governing Foreign Exchange and Cross-Border Business Transactions

Foreign exchange and cross-border transactions undertaken by banks are subject to the provisions of the Foreign Exchange Management Act. Banks are required to monitor transactions of customers based on pre-defined rules using a risk-based approach. The transaction monitoring system envisages identification of unusual transactions, undertaking due diligence on such transactions and, if confirmed as suspicious, reporting to the financial intelligence unit of the respective jurisdiction. Our transaction monitoring system is periodically reviewed and is being supplemented with appropriate anti-money laundering software technology solutions.

The Reserve Bank of India issues guidelines on external commercial borrowings from time to time. Consolidated guidelines relating to external commercial borrowings until June 30, 2014 are covered by the Reserve Bank of India in Master Circular —“Master Circular on External Commercial Borrowings and Trade Credit” dated July 1, 2014. The guidelines do not permit financial intermediaries, including banks, to raise such borrowings or provide guarantees in favor of overseas lenders for such borrowings. Eligible borrowers, which are largely corporations, may raise such borrowings for investments such as the import of capital goods, in new and expansion projects, and also to meet foreign exchange needs of the infrastructure sector. The external commercial borrowing proceeds can also be utilized for overseas direct investment in joint ventures and wholly owned subsidiaries subject to the existing guidelines on Indian Direct Investment in joint ventures and wholly owned subsidiaries abroad. Utilization of external commercial borrowing proceeds is not permitted for lending, capital market investments or acquisitions in India or real estate investments (including integrated townships). From November 2011, the all-in-cost ceiling for external commercial borrowings was fixed at LIBOR plus 350 basis points for borrowings with an average maturity period of three to five years from the earlier 300 basis points over LIBOR. For borrowings with an average maturity of over five years, the all-in-cost ceiling remains at 500 basis points over LIBOR. The limit on external commercial borrowings was enhanced in September 2011 to US$ 750 million, from the earlier limit of US$ 500 million. Corporations in the services sector were permitted to avail of external commercial borrowing of up to US$ 200 million as against the earlier limit of US$ 100 million. In July 2012, the Reserve Bank of India permitted companies in the manufacturing and infrastructure sector to raise external commercial borrowings for the repayment of rupee loans availed from domestic banks, subject to their satisfying certain conditions. However, overseas branches/subsidiaries of Indian banks are not permitted to provide external commercial borrowings for repayment of rupee loans of domestic banks.

Borrowers are permitted to raise external commercial borrowings for the purpose of refinancing an existing external commercial borrowing. The fresh borrowing can be at a lower or higher all-in-cost compared to the original borrowing. The higher all-in-cost, however, cannot exceed the ceiling as prescribed by the Reserve Bank of India from time to time. In fiscal 2014, the facility for raising fresh borrowings for refinancing an existing external commercial borrowing at a higher all-in-cost was discontinued from October 1, 2013.

Non-banking finance companies categorized as infrastructure finance companies were allowed to raise borrowings through external commercial borrowing in March 2010 and were permitted to borrow up to 50% of their owned funds under the automatic approval route in May 2010. The external commercial borrowing limit was enhanced to 75% of their owned funds under the automatic route in January 2013. Companies that want to exceed the limit of 75% of owned funds will require to take approval of the Reserve Bank of India. In September 2011, a number of measures were announced to ease availability of funding to infrastructure projects through external commercial borrowing.

· Companies in the infrastructure sector were permitted to utilize 25.0% of fresh external commercial borrowing towards refinancing existing rupee loans as against the earlier guideline which did not allow repayment of outstanding rupee loans through external commercial borrowing.

· Companies in the infrastructure sector were allowed to import capital goods by availing short-term credit in the nature of a bridge finance. The bridge finance can later be replaced with long-term external commercial borrowing.

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· “Interest during construction” was accepted as an eligible end-use for availing external commercial borrowing.

· Foreign equity holders were allowed to provide credit enhancement to Indian companies exclusively engaged in the development of infrastructure under the automatic route without the prior approval of the Reserve Bank of India.

In July 2010, the Reserve Bank of India permitted take-out financing arrangements through external commercial borrowing, under the approval route, for refinancing rupee loans provided for new infrastructure projects, including sea ports, airports, roads, bridges and the power sector. Further, in January 2013, the currency hedging requirement for non-banking finance companies categorized as infrastructure finance companies was reduced from 100% of their exposure to 75%.

In fiscal 2012, following the sharp depreciation in the Rupee, the Reserve Bank of India issued several guidelines to provide support to the currency. With regard to export earners foreign currency accounts, the Reserve Bank of India required that 50% of the balances in such accounts be converted immediately into Rupee balances and credited to the Rupee accounts. Also, only 50% of all future foreign exchange earnings could be retained in the export earners foreign currency account and access to foreign exchange markets was allowed only after utilizing the available balances in these accounts. Further, the net overnight open position limit of authorized dealers in the exchanges for trading currency futures and options was set at US$ 100 million or 15% of the outstanding open interest, whichever is lower.

Foreign Currency Borrowings by Banks in India

The Reserve Bank of India has allowed banks to borrow funds from their overseas branches and correspondent banks (including borrowings for financing export credit, external commercial borrowings and overdrafts from their head office/nostro account) up to a limit of 50% of unimpaired tier 1 capital or US$ 10 million, whichever is higher. However, short-term borrowings up to a period of one year or less should not exceed 20% of unimpaired tier 1 capital within the overall limit of 50%. In October 2013, the Reserve Bank of India issued a notification enhancing the borrowing limit from 50% to 100% of unimpaired tier 1 capital or US$ 10 million, whichever is higher. The enhanced limit was made available for a limited period of up to November 30, 2013 as a measure to improve foreign currency inflows in the economy. These borrowings were also eligible for the U.S. dollar—Rupee swap facility provided by the Reserve Bank of India at a fixed rate of 3.5% per annum from September 10, 2013 till November 30, 2013.

All the regulations and guidelines issued by the Reserve Bank of India, as amended from time to time, in connection with foreign currency borrowings by banks in India have been consolidated in the master circular on Risk Management and Inter-Bank Dealings dated July 1, 2014. The aforesaid limit applies to the aggregate amount availed of by all the offices and branches in India from all their branches or correspondents abroad and also includes overseas borrowings in gold for funding domestic gold loans. Capital funds raised by issue of innovative perpetual debt instruments and other overseas borrowings with the specific approval of the Reserve Bank of India will continue to be outside the limit of 50% of unimpaired tier 1 capital.

Legal Reserve Requirements

Cash Reserve Ratio

A bank is required to maintain a specified percentage of its net demand and time liabilities, excluding inter-bank deposits, by way of cash reserve with itself and by way of balance in current account with the Reserve Bank of India. Following the enactment of the Reserve Bank of India (Amendment) Bill 2006, the floor and ceiling rates (earlier 3.0% and 20.0% respectively) on the cash reserve ratio were removed. The following liabilities are excluded from the calculation of the demand and time liabilities to determine the cash reserve ratio:

· inter-bank liabilities;

· liabilities to primary dealers;

· refinancing from the Reserve Bank of India and other institutions permitted to offer refinancing to banks; and

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· perpetual debt qualifying for lower tier 1 capital treatment.

The cash reserve ratio was revised to 4% effective from the fortnight beginning February 9, 2013. Effective April 13, 2007 the Reserve Bank of India does not pay any interest on cash reserve ratio balances.

The cash reserve ratio has to be maintained on an average basis for a fortnightly period. In July 2013, the Reserve Bank of India increased the daily cash reserve requirement from a minimum of 70.0% of the required cash reserve ratio on any day of the fortnight to 99%, as part of measures to stabilize the movement in exchange rates. In September 2013, following stabilisation in the movement in exchange rates, the daily minimum cash reserve requirement was reduced to 95%.

Statutory Liquidity Ratio

In addition to the cash reserve ratio, a bank is required to maintain a specified percentage of its net demand and time liabilities by way of liquid assets like cash, gold or approved unencumbered securities. The percentage of this liquidity ratio is fixed by the Reserve Bank of India from time to time, and must be a minimum of 22.5% (with effect from June 3, 2014) and a maximum of 40.0% pursuant to section 24 of the Banking Regulation Act. See also “OverviewoftheIndianFinancialSector—RecentStructuralReforms—AmendmentstotheBankingRegulationAct”. With effect from June 3, 2014, the Reserve Bank of India reduced the statutory liquidity ratio from 23.0% to 22.5%.

Ownership Restrictions

The government of India regulates foreign ownership in Indian banks. The total foreign ownership in a private sector bank, like us, cannot exceed 74% of the paid-up capital, and shares held by foreign institutional investors under portfolio investment schemes through stock exchanges cannot exceed 49% of the paid-up capital.

The Reserve Bank of India’s acknowledgement is required for the acquisition or transfer of a bank’s shares which will take the aggregate holding (direct and indirect, beneficial or otherwise) of an individual or a group to the equivalent of 5% or more of the bank’s total paid-up capital. The Reserve Bank of India, while granting acknowledgement, may take into account all matters that it considers relevant to the application, including ensuring that shareholders whose aggregate holdings are above specified thresholds meet fitness and propriety tests. In determining whether the acquirer or transferee is fit and proper to be a shareholder, the Reserve Bank of India may take into account various factors including, but not limited to, the acquirer or transferee’s integrity, reputation and track record in financial matters and compliance with tax laws, proceedings of a serious disciplinary or criminal nature against the acquirer or transferee and the source of funds for the investment.

The Reserve Bank of India issued guidelines on ownership and governance in private sector banks in February 2005. The key provisions of the guidelines on ownership are:

· No single entity or group of related entities would be permitted to directly or indirectly hold or control more than 10.0% of the paid up equity capital of a private sector bank and any higher level of acquisition would require the Reserve Bank of India’s prior approval;

· In respect of corporate shareholders, the objective will be to ensure that no entity or group of related entities has a shareholding in excess of 10.0% in the corporate shareholder. In the case of shareholders that are financial entities, the objective will be to ensure that it is widely held, publicly listed and well regulated;

· The Reserve Bank of India may permit a higher level of shareholding in the case of the restructuring of problem banks or weak banks or in the interest of consolidation in the banking industry;

· No single non-resident Indian can invest in excess of 5.0% of the paid-up capital of a private sector bank. The aggregate limit for investments by non-resident Indians is restricted to 10.0% of a private sector bank’s paid-up capital and can be increased to 24.0% of the bank’s paid-up capital by approval of its board of directors;

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· Banks would be responsible for compliance with the “fit and proper” criteria for shareholders on an ongoing basis; and

· Banks where shareholders holdings are in excess of the prescribed limit would have to indicate a plan for compliance.

A legislation to amend the Banking Regulation Act making the prior approval of the Reserve Bank of India mandatory for the acquisition of more than 5% of a banking company’s paid-up capital or voting rights by any individual or firm or group passed by Parliament and notified in fiscal 2013. See also, “Overview of Indian Financial Sector - Recent Structural Reforms - Report on Governance of Boards of Banks in India”.

In February 2009, the government of India issued guidelines for calculation of total foreign investment, both direct and indirect, in Indian companies. Pursuant to this guideline, the foreign shareholding in an Indian company which is not majority-owned and controlled by Indian shareholders will be taken into account in computing the foreign shareholding in investee companies of such Indian company (other than investee companies in the insurance sector, for which there are separate specific regulations). Since foreign ownership up to 74% is permitted in Indian private sector banks, such as us, this would impact investments made by Indian private sector banks, including us, and their subsidiaries, in other companies. This would also require assessment of whether any of the Indian shareholders are to be reckoned for purposes of adherence to the foreign ownership limit of 74%. This does not, however, impact our investments in our subsidiaries.

Holding Companies

In the annual policy review for fiscal 2011, the Reserve Bank of India announced the formation of a working group, with representatives from the government, various regulatory authorities and banks, to draw a road map for the introduction of a holding company structure. The report of the working group was released in May 2011 with key recommendations favoring a financial holding company structure for the financial sector, particularly large financial groups, with a separate regulatory framework for these holding companies. The Reserve Bank of India, in its guidelines for new private sector banking licenses, has mandated all new banks pursuant to the issuance of such licenses, to be set up under a financial holding company structure. See also “OverviewoftheIndianFinancialSector—RecentStructuralReforms—DiscussionPaperonBankingStructure”.

Restrictions on Payment of Dividends

The Banking Regulation Act requires banks to completely write off capitalized expenses and transfer 20.0% of the disclosed yearly profit to a reserve account before declaring a dividend.

Banks have to comply with the following prudential requirements to be eligible to declare dividends:

· The capital adequacy ratio is at least 9.0% for the preceding two completed years and the accounting year for which the bank proposes to declare a dividend.

· The net non-performing asset ratio is less than 7.0%.

· The Bank is in compliance with the prevailing regulations and guidelines issued by the Reserve Bank of India, including the creation of adequate provision for the impairment of assets, staff retirement benefits, transfer of profits to statutory reserves, etc.

· The proposed dividend will be paid out of the current year’s profit.

· Under the Reserve Bank of India’s Basel III guidelines, banks are subject to higher minimum capital requirements and must maintain a capital conservation buffer above the minimum requirements to avoid restrictions on capital distribution. The capital conservation buffer would be implemented in a phased manner beginning March 31, 2016 and fully implemented by March 31, 2019 as prescribed by the Reserve Bank of India. The Reserve Bank of India has clarified that dividend payment by banks would be governed by the interaction of both the above guidelines, once the capital conservation framework is in effect.

In case a bank does not meet the capital adequacy norms for two consecutive years, but has a capital adequacy ratio of at least 9.0% for the accounting year for which it proposes to declare a dividend, it would be eligible to do so if its net non-performing asset ratio is less than 5.0%.

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Banks that are eligible to declare dividends under the above rules can do so subject to the following:

· The dividend payout ratio (calculated as a percentage of dividend payable in a year to net profit during the year) must not exceed 40.0%. The maximum permissible dividend payout ratio would vary from bank to bank, depending on the capital adequacy ratio in each of the last three years and the net non-performing asset ratio.

· In case the profit for the relevant period includes any extraordinary income, the payout ratio must be calculated after excluding that income for compliance with the prudential payout ratio.

· The financial statements pertaining to the financial year for which the bank is declaring a dividend should be free of any qualification by the statutory auditors, which might have an adverse effect on the profit during that year. In case there are any such qualifications, the net profit should be suitably adjusted while computing the dividend payout ratio.

Moratorium, Reconstruction and Amalgamation of Banks

The Reserve Bank of India can apply to the government of India for suspension of business by a banking company. The government of India, after considering the application of the Reserve Bank of India, may order a moratorium staying commencement of action or proceedings against such company for a maximum period of six months. During such period of moratorium, the Reserve Bank of India may

· in the public interest;

· in the interest of the depositors; (c) in order to secure the proper management of the bank; or (d) in the interests of the banking system of the country as a whole, prepare a scheme for the reconstruction of the bank or merger of the bank with any other bank. In circumstances entailing reconstruction of the bank or merger of the bank with another bank, the Reserve Bank of India invites suggestions and objections on the draft scheme prior to placing the scheme before the government of India for its approval. The central government may approve the scheme with or without modifications. The law does not require consent of the shareholders or creditors of such banks.

Regulations on Mergers between Private Sector Banks and between Banks and Non-banking Finance Companies

In May 2005, the Reserve Bank of India issued guidelines on mergers between private sector banks and between banks and non-banking finance companies. The guidelines particularly emphasize the examination of the rationale for mergers, the systemic benefits arising from it and the advantages accruing to the merged entity. With respect to a merger between two private sector banks, the guidelines require the draft scheme of merger to be approved by the shareholders of both banks with a two-thirds majority after approval by the boards of directors of the two banks concerned. The draft scheme should also consider the impact of the merger on the valuation, profitability and capital adequacy ratio of the amalgamating bank and verify that the reconstituted board conforms to the Reserve Bank of India norms. The approved scheme needs to be submitted to the Reserve Bank of India for valuation and approval in accordance with the Banking Regulation Act, along with other documentation such as the draft document of proposed merger, copies of all relevant notices and certificates, swap ratio, share prices, etc. With respect to a merger of a bank and a non-banking company, the guidelines specify that the non-banking financial company has to comply with Know Your Customer norms for all accounts and all relevant norms issued by the Reserve Bank of India and the Securities and Exchange Board of India. The non-banking finance company should also conform to insider trading norms issued by the Securities and Exchange Board of India, whether it is listed or not, in order to regulate the promoter’s trading of shares before and after the merger discussion period. See also “—OtherStatutes—CompetitionAct”.

Credit Information Bureaus

The Parliament of India has enacted the Credit Information Companies (Regulation) Act, 2005, pursuant to which every credit institution, including a bank, has to become a member of a credit information bureau and furnish to it such credit information as may be required of the credit institution by the credit information bureau about persons who enjoy a credit relationship with it. Other credit institutions, credit information bureaus and

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such other persons as the Reserve Bank of India specifies may access such disclosed credit information. The Reserve Bank of India is also seeking to strengthen the coverage and use of credit information and had set up a committee in this regard. The committee submitted its recommendations in March 2014 and recommendations included consistent data formats, common classification of credit scores and best practices to be followed by credit information companies. In June 2014, some of the recommendations were accepted by the Reserve Bank of India and guidelines were accordingly issued.

Financial Stability and Development Council and Financial Sector Legislative Reforms Commission

The Indian government set up an apex-level body called the Financial Stability and Development Council in fiscal 2011. This is an independent body that oversees regulation and strengthens mechanisms for maintaining financial stability. The institution monitors macro-prudential supervision of the economy and the functioning of large financial conglomerates addresses inter-regulatory coordination issues and focuses on financial literacy and financial inclusion activities. The government has also set up a Financial Sector Legislative Reforms Commission to review the financial sector laws and to bring them in line with the requirements of the sector. The commission submitted its report in March 2013 and has proposed an Indian Financial Code that brings together different laws governing the financial sector. The framework incorporates components like consumer protection, regulation, capital controls, systemic risk and resolution. The Code also proposes to move to a regulatory system where the Reserve Bank of India regulates the banking and payments system and a Unified Financial Agency subsumes all other existing financial sector regulators like the Insurance Regulatory Development Authority and the Securities Exchange Board of India.

In August 2010, the parliament passed the Securities and Insurance Laws (Amendment and Validation) Bill, 2010, which provides a mechanism to settle disputes between regulators. A committee chaired by the Finance Minister, with the governor of the Reserve Bank of India as vice chairperson and chairpersons of the Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, Pension Fund Regulatory of India and Development Authority and secretaries of the Department of Economic Affairs and Department of Financial Services would make the final decision on such disputes.

Resolution Regime for Financial Institutions

The Financial Stability and Development Council constituted a high level working group to suggest strengthening of the resolution regime for financial institutions. The working group submitted its report in May 2014. Some key recommendations of the group include setting up of an independent Financial Resolution Authority which would be responsible for implementation of the resolution framework in coordination with respective financial sector regulators. The financial resolution framework should be legally enforceable and extend to all financial institutions including banks, non-banks and financial conglomerates. The framework identifies a set of tools like liquidation, purchase and assumption, bail-in which involves converting existing creditors into shareholders, temporary public ownership, etc. The resolution framework should avoid use of taxpayers money and ensure imposition of losses to shareholders and unsecured creditors. In case of financial institutions under distress and deemed to be systemically important, government taking control of the financial institution can be a last option for resolution when all other options fail.

Microfinance Institutions

A sub-committee of the Central Board of the Reserve Bank of India was established to study issues and concerns in the Indian microfinance industry and submitted its report in January 2011. The recommendations of the committee include, among others, margin and rate caps on loans by such institutions and transparency in interest charges. The Reserve Bank of India has accepted the broad framework recommended by the committee. In July 2011, the government released the draft Micro Financial Sector (Development and Regulation) Bill, 2011, seeking to bring all microfinance institutions under the regulation of the Reserve Bank of India. In the second quarter monetary policy review for fiscal 2012, the Reserve Bank of India accepted the recommendations of the Malegam committee report and decided to introduce a new category of non-banking financial company—microfinance institutions. These microfinance non-banking finance companies would require a minimum net worth of Rs. 50 million and a minimum capital adequacy of 15.0% of risk-weighted assets, with interest on individual loans capped at either the cost of funds plus margin or the average base rate of the five largest commercial banks by assets multiplied by 2.75 per annum, whichever is lower. Further, with effect from April 1,

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2014, the margin cap cannot exceed 10% for microfinance institutions having loan portfolio exceeding Rs. 1.0 billion and 12.0% for others.

Regulations Governing Use of Business Correspondents

To increase the outreach of banking and ensure greater financial inclusion, in January 2006 the Reserve Bank of India issued guidelines for the engagement of Business Correspondents by banks providing banking and financial services. Business Correspondents are agents engaged by banks to provide banking services at locations other than a bank branch. Business Correspondents offer a limited range of banking services at low cost, as setting up a brick and mortar branch may not be viable in all areas. Banks are required to take full responsibility for the acts of omission and commission of the Business Correspondents that they engage and to conduct due diligence for minimizing agency risks. When the Business Correspondent model was introduced in January 2006, the entities permitted to act as Business Correspondents included individuals such as retired bank employees, retired teachers, individual owners of kirana (small, independent grocery stores), medical and fair price shops and certain other individuals. The non-individual entities included Non-Government Organizations or Micro Finance Institutions set up under Societies/Trust Acts, societies registered under Mutually Aided Cooperative Societies Acts or the Cooperative Societies Acts of States, Section 25 companies and post offices. This list was eventually expanded to include Section 25 companies, provided the companies are stand-alone entities or Section 25 companies in which non-banking finance companies, banks, telecom companies and other corporate entities or their holding companies do not have holdings in excess of 10%. Also, from September 2010, banks are allowed to engage for-profit companies registered under the Indian Companies Act, 1956, excluding non-banking finance companies, as Business Correspondents in addition to the individuals/entities permitted earlier. In June 2014, the Reserve Bank of India also permitted non-deposit taking non-banking finance companies to be appointed as business correspondents. Further, with a view to scale up the business correspondent channel, the Reserve Bank of India has issued guidelines in April 2014 requiring the Board of banks to review the operations and payment of remuneration to business correspondents at least once every six months. The Reserve Bank of India has prescribed that the pre-funding requirement of Corporate BCs and BC agents should progressively taper down with passage of time.

Requirements of the Banking Regulation Act

Prohibited Business

The Banking Regulation Act specifies the business activities in which a bank may engage. Banks are prohibited from engaging in business activities other than the specified activities.

Reserve Fund

Any bank incorporated in India is required to create a reserve fund to which it must transfer not less than 25.0% of the profits of each year before dividends. If there is an appropriation from this account, the bank is required to report the same to the Reserve Bank of India within 21 days, explaining the circumstances leading to such appropriation. The government of India may, on the recommendation of the Reserve Bank of India, exempt a bank from requirements relating to its reserve fund.

Restriction on Share Capital and Voting Rights

Banks can issue only ordinary shares. The Banking Regulation Act currently specifies that no shareholder in a banking company can exercise voting rights on poll in excess of 10.0% of total voting rights of all the shareholders of the banking company.

In 2006, the Indian Parliament amended the laws governing India’s public sector banks permitting these banks to issue preference shares and make preferential allotments or private placements of equity. According to current provisions private sector banks in India are not permitted to issue preference shares. Legislation has been introduced in the Parliament to amend the Banking Regulation Act to allow all banks to issue redeemable and non-redeemable preference shares. Prior to the merger, ICICI had preference share capital of Rs. 3.5 billion redeemable in 2018. The government of India, on the recommendation of the Reserve Bank of India, had granted us an exemption which allowed the inclusion of preference capital in our capital structure until the maturity of

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these shares. However, the Reserve Bank of India, in March 2010, issued a guideline requiring all commercial banks to treat preference shares as borrowings.

An amendment to the Banking Regulation Act in fiscal 2013 has increased the voting rights cap from 10.0% to 26.0%. However, this is pending notification by the Reserve Bank of India. See also “OverviewoftheIndianFinancialSector—RecentStructuralReforms—AmendmentstotheBankingRegulationAct”.

Restrictions on Investments in a Single Company

No bank may hold shares, as a pledgee, mortgagee or absolute owner in any company other than a subsidiary, exceeding 30.0% of the paid up share capital of that company or 30.0% of its own paid up share capital and reserves, whichever is less. In December 2011, the Reserve Bank of India issued guidelines on banks’ investments in non-financial services companies, under which equity investment by a bank in companies engaged in non-financial services activities was limited to 10% of the investee company’s paid up share capital.

Regulatory Reporting and Examination Procedures

The Reserve Bank of India (RBI) is responsible for supervising the Indian banking system under various provisions of the Banking Regulation Act, 1949 and the Reserve Bank of India Act, 1934. Presently, this responsibility is discharged by the Reserve Bank of India’s Department of Banking Supervision for all scheduled commercial banks excluding regional rural banks. The supervision framework is evolving over a period of time and the Reserve Bank of India has been progressively moving in line with Basel ‘Core Principles for Effective Banking Supervision’. The existing supervisory framework has been suitably modified towards establishing a risk based supervision framework.

This framework is intended to make the supervisory process for banks more efficient and effective, with the Reserve Bank of India applying differentiated supervision to each bank based on its risk profile. A detailed qualitative and quantitative assessment of the bank’s risk is made by the supervisor on an on-going basis and a Risk Assessment Report is issued by RBI. The Reserve Bank of India has designated a Senior Supervisory Manager for the banks under this framework who will be the single point of contact for a designated bank.

We are subject to supervision under this framework since fiscal 2013. The Risk Assessment Report, along with the report on actions taken by us, has to be placed before our board of directors. On approval by our board of directors, we are required to submit the report on actions taken by us to the Reserve Bank of India. The Reserve Bank of India also discusses the report with our management team, including the Managing Director and CEO.

Appointment and Remuneration of the Chairman, Managing Director and Other Directors

We are required to obtain prior approval of the Reserve Bank of India before we appoint our chairman, managing director and any other executive directors and fix their remuneration. The Reserve Bank of India is authorized to remove an appointee from the posts of chairman, managing director and other executive directors on the grounds of public interest, interest of depositors or to ensure our proper management. Further, the Reserve Bank of India may order meetings of our board of directors to discuss any matter in relation to us, appoint observers to such meetings and in general may make such changes to the management as it may deem necessary and may also order the convening of a general meeting of our shareholders to elect new directors. We cannot appoint as a director any person who is a director of another banking company. The Reserve Bank

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of India has issued guidelines on “fit and proper” criteria for directors of banks. Our directors must satisfy the requirements of these guidelines.

On January 13, 2012, the Reserve Bank of India issued guidelines on the compensation of whole-time directors/chief executive officers/risk takers and control function staff of private sector and foreign banks operating in India. The guidelines include principles for effective governance of compensation, alignment of compensation with risk taking and effective supervisory oversight and engagement by stakeholders.

Penalties

The Reserve Bank of India may impose penalties on banks and its employees in case of infringement of regulations under the Banking Regulation Act. The penalty may be a fixed amount or may be related to the amount involved in any contravention of the regulations. The penalty may also include imprisonment. A press release has been issued by the Reserve Bank of India giving details of the circumstances under which the penalty is imposed on the bank along with the communication on the imposition of the penalty in public domain. The banks are also required to disclose the penalty in their annual report. In April 2008, the Reserve Bank of India issued guidelines for banks engaging recovery agents. Under these guidelines, the Reserve Bank of India may ban banks from engaging recovery agents in a particular area, either jurisdictional or functional, for a limited period, in case of complaints received by the regulator regarding violation of the above guidelines and adoption of abusive practices followed by banks’ recovery agents. In case of persistent breach of the above guidelines, the Reserve Bank of India may consider extending the period of ban or the area of ban. Similar supervisory action could be attracted when the High Courts or the Supreme Court pass strictures or impose penalties against any bank or its directors/officers/agents with regard to policy, practice and procedure related to the recovery process.

Assets to be Maintained in India

Every bank is required to ensure that its assets in India (including import-export bills drawn in India and the Reserve Bank of India approved securities, even if the bills and the securities are held outside India) are not less than 75.0% of its demand and time liabilities in India.

Restriction on Creation of Floating Charge

Prior approval of the Reserve Bank of India is required for creating floating charge on our undertaking or property. Currently, all of our borrowings, including bonds, are unsecured.

Maintenance of Records

We are required to maintain books, records and registers. The Banking Regulation Act specifically requires banks to maintain books and records in a particular manner and file the same with the Registrar of Companies on a periodic basis. The provisions for production of documents and availability of records for inspection by shareholders as stipulated under the Companies Act and the rules thereunder would apply to us as in the case of any company. The Know Your Customer Guidelines framed by the Reserve Bank of India also provide for certain records to be updated at regular intervals. As per the Prevention of Money Laundering Act, records of a transaction are to be preserved for five years (changed from ten years to five years in February 2013) from the date of the transaction between a customer and the bank. The Know-Your-Customer records are required to be preserved for a period of five years from the date of cessation of relationship with the customer. The Banking Companies (Period of Preservation of Records) Rules, 1985 requires such records to be preserved for eight years. The Banking Companies (Period of Preservation of Records) Rules, 1985 requires a bank’s records of books, accounts and other documents relating to stock and share registers to be maintained for a period of three years.

Other Statutes

Companies Act

Companies in India, including banks, in addition to the sector-specific statutes and the regulations and guidelines prescribed by the sectoral regulators, are required to comply with relevant provisions of the Companies Act 1956. In 2013, the Indian Parliament enacted the new Companies Act, 2013, including, among other things, provisions to make independent directors more accountable, improve corporate governance practices and make corporate social responsibility mandatory for companies above a certain size and require them to spend a minimum of 2% of the average net profits of the preceding three years for corporate social responsibility initiatives. Any shortfall in this regard is required to be explained in the annual report. The new

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Companies Act, 2013 has been made only partly effective, and various provisions of the Companies Act, 2013 will become effective as and when they are notified. Further, several provisions require rule-making by the government. Until such time as the provisions of the new Companies Act, 2013 are effective, the relevant provisions of the old Companies Act, 1956 will continue to apply.

Competition Act

The Competition Act 2002 established the Competition Commission of India with the objective of promoting competition, preventing unfair trade practices and protecting the interest of consumers. The Competition Act prohibits anti-competitive agreements and abuse of market dominance, and requires the approval of the Competition Commission for mergers and acquisitions involving companies above a certain size. The Competition (Amendment) Bill 2012, introduced in the lower house of Parliament in December 2012, seeks to widen the scope from the enterprise level to the group level in identifying abuse of dominance, give the government of India the flexibility to specify thresholds for mergers to be regulated under the Act, and make it mandatory for sector-specific regulators to take the views of the Competition Commission of India on mergers and acquisitions in their respective sectors.

Secrecy Obligations

Our obligations relating to maintaining secrecy arise out of common law principles governing our relationship with our customers. We cannot disclose any information to third parties except under clearly defined circumstances. The following are the exceptions to this general rule:

· where disclosure is required to be made under any law;

· where there is an obligation to disclose to the public;

· where we need to disclose information in its interest; and

· where disclosure is made with the express or implied consent of the customer.

We are also required to disclose information if ordered to do so by a court. The Reserve Bank of India may, in the public interest, publish the information obtained from the bank. Under the provisions of the Banker’s Books Evidence Act, a copy of any entry in a bankers’ book, such as ledgers, day books, cash books and account books certified by an officer of the bank may be treated as prima facie evidence of the transaction in any legal proceeding.

Regulations Governing Offshore Banking Units

The government and the Reserve Bank of India have permitted banks to set up offshore banking units in Special Economic Zones, which are specially delineated duty-free enclaves deemed to be foreign territory for the purpose of trade operations, duties and tariffs. We have an offshore banking unit located in the Santacruz Electronic Exports Promotion Zone, Mumbai. The key regulations applicable to offshore banking units include, but are not limited to, the following:

· No separate assigned capital is required. However, the parent bank is required to provide a minimum of US$ 10 million to its offshore banking unit.

· Offshore banking units are exempt from cash reserve ratio requirements.

· The Reserve Bank of India may exempt a bank’s offshore banking unit from statutory liquidity ratio requirements on specific application by the bank.

· An offshore banking unit may not enter into any transactions in foreign exchange with residents in India, unless such a person is eligible to enter into or undertake such transactions under the Foreign Exchange Management Act.

· All prudential norms applicable to overseas branches of Indian banks apply to offshore banking units.

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· Offshore banking units are required to adopt liquidity and interest rate risk management policies prescribed by the Reserve Bank of India in respect of overseas branches of Indian banks as well as within the overall risk management and asset and liability management framework of the bank subject to monitoring by the bank’s board of directors at prescribed intervals. Further, the bank’s board would be required to set comprehensive overnight limits for each currency for these branches, which would be separate from the open position limit of the parent bank.

· Offshore banking units may raise funds in convertible foreign currency as deposits and borrowings from non-residents including non-resident Indians but excluding overseas corporate bodies.

· Offshore banking units may operate and maintain balance sheets only in foreign currency.

· The loans and advances of offshore banking units would not be reckoned as net bank credit for computing priority sector lending obligations.

· Offshore banking units must follow the Know Your Customer guidelines and must be able to establish the identity and address of the participants in a transaction, the legal capacity of the participants and the identity of the beneficial owner of the funds.

· The Special Economic Zone Act, 2005 permitted offshore banking units to additionally undertake the following activities:

· lend outside India and take part in international syndications/consortiums on par with foreign offices.

· invest in foreign currency denominated debt of Indian units; and

· extend facilities to subsidiaries/units of Indian entities, located outside India.

Consolidated Supervision Guidelines

In fiscal 2003, the Reserve Bank of India issued guidelines for consolidated accounting and consolidated supervision for banks. These guidelines became effective April 1, 2003. The principal features of these guidelines are:

ConsolidatedFinancialStatements: Banks are required to prepare consolidated financial statements intended for public disclosure.

ConsolidatedPrudentialReturns: Banks are required to submit to the Reserve Bank of India consolidated prudential returns reporting their compliance with various prudential norms on a consolidated basis, excluding insurance subsidiaries and group companies engaged in businesses not pertaining to financial services. Compliance on a consolidated basis is required in respect of the following main prudential norms:

· single borrower exposure limit of 15.0% of capital funds (20.0% of capital funds, provided that the additional exposure of up to 5.0% is for the purpose of financing infrastructure projects);

· borrower group exposure limit of 40.0% of capital funds (50.0% of capital funds, provided that the additional exposure of up to 10.0% is for the purpose of financing infrastructure projects);

· deduction from tier 1 capital of the bank of any shortfall in capital adequacy of a subsidiary for which capital adequacy norms are specified; and

· consolidated capital market exposure limit of 40.0% of consolidated net worth with a direct investment limit of 20.0% of consolidated net worth.

See also “Business—LoanPortfolio—LoanConcentration”.

In June 2004, the Reserve Bank of India published the report of a working group on the monitoring of financial conglomerates, which proposed the following framework:

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· identification of financial conglomerates that would be subjected to focused regulatory oversight;

· monitoring intra-group transactions and exposures and large exposures of the group to outside counter parties;

· identifying a designated entity within each group that would collate data in respect of all other group entities and furnish the same to its regulator; and

· formalizing a mechanism for inter-regulatory exchange of information.

The framework covers entities under the jurisdiction of the Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority and the National Housing Bank and would in due course be extended to entities regulated by the proposed Pension Fund Regulatory and Development Authority. The Reserve Bank of India has identified us and our related entities as a financial conglomerate with ICICI Bank as the designated entity responsible for reporting to the Reserve Bank of India.

In March 2013, financial sector regulators the Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority and the Pension Fund Regulatory and Development Authority, signed a memorandum of understanding to cooperate in the field of consolidated supervision and monitoring of financial conglomerates.

Regulations and Guidelines of the Securities and Exchange Board of India

The Securities and Exchange Board of India was established to protect the interests of public investors in securities and to promote the development of and to regulate the Indian securities market. We and our subsidiaries and affiliates are subject to the Securities and Exchange Board of India regulations for public capital issuances, as well as underwriting, custodial, depositary participant, investment banking, brokering, asset management and debenture trusteeship activities. These regulations provide for our registration with the Securities and Exchange Board of India for each of these activities, functions and responsibilities. We and our subsidiaries are required to adhere to codes of conduct applicable for these activities.

Special Status of Banks in India

The special status of banks is recognized under various statutes including the Sick Industrial Companies Act, 1985, Recovery of Debts Due to Banks and Financial Institutions Act, 1993, and the SARFAESI Act. As a bank, we are entitled to certain benefits under various statutes including the following:

· The Recovery of Debts Due to Banks and Financial Institutions Act, 1993 provides for establishment of Debt Recovery Tribunals for expeditious adjudication and recovery of debts due to any bank or Public Financial Institution or to a consortium of banks and Public Financial Institutions. Under this Act, the procedures for recoveries of debt have been simplified and time frames have been fixed for speedy disposal of cases. Upon establishment of the Debt Recovery Tribunal, no court or other authority can exercise jurisdiction in relation to matters covered by this Act, except the higher courts in India in certain circumstances.

· The Sick Industrial Companies Act, 1985, (“SICA”), provides for referral of sick industrial companies to the Board for Industrial and Financial Reconstruction. Under the Act, other than the board of directors of a company, a scheduled bank (where it has an interest in the sick industrial company by any financial assistance or obligation, rendered by it or undertaken by it) may refer the company to the Board of Industrial and Financial Reconstruction (“BIFR”). The SICA has been repealed by the Sick Industrial Companies (Special Provisions) Repeal Act, 2004 (“SICA Repeal Act”). However, the SICA Repeal Act, which is due to come into force on a date to be notified by the central Government in the official gazette, has not yet been notified. On the repeal becoming effective, the provisions of the Companies Act will apply in relation to “sick” companies, under which the reference must be made to the National Company Law Tribunal, in place of the BIFR.

· The SARFAESI Act focuses on improving the rights of banks and financial institutions and other specified secured creditors as well as asset reconstruction companies by providing that such

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secured creditors can take over management control of a borrower company upon default and/or sell assets without the intervention of courts, in accordance with the provisions of the SARFAESI Act.

Taxation

The Government has proposed three major reforms in Indian tax laws, namely the Goods and Services Tax, the Direct Taxes Code and the provisions relating to GAAR. While the implementation of Goods and Services Tax and the Direct Taxes Code are awaited, the implementation of GAAR has been deferred to fiscal 2017. Under the Goods and Services Tax reforms, it has been proposed to introduce unified goods and services tax structures to expand the tax base, rationalize the input tax credit and harmonize the current multiple taxation laws in India. The Goods and Services Tax would replace the indirect taxes on goods and services such as central excise duty, service tax, customs duty, central sales tax, state VAT, surcharge and excise currently being collected by the central and state governments. In the Union Budget for fiscal 2015, announced on July 10, 2014, the government has indicated that it is committed to a smooth transition to Goods and Services Tax and will endeavor to resolve all issues during the year to enable its introduction. The Direct Taxes Code aims to reduce distortions in the tax structure, introduce moderate levels of taxation and expand the tax base. It also aims to provide greater tax clarity and stability to investors who invest in Indian projects and companies. It proposes to consolidate and amend laws relating to all direct taxes like income tax, dividend distribution tax, fringe benefit tax and wealth tax and facilitates voluntary compliance. The Direct Taxes Code Bill 2010 has however lapsed, and a revised code has been issued for public comments in March 2014.

The GAAR provisions would apply to arrangements declared as “impermissible avoidance arrangements”, which is defined to mean an arrangement, the main purpose or one of the main purposes of which is to obtain a tax benefit and which satisfy at least one of the following tests (i) creates rights, or obligations, which are not ordinarily created between persons dealing at arm’s length; (ii) results, directly or indirectly, in misuse, or abuse, of the provisions of the Income Tax Act, 1961; (iii) lacks commercial substance or is deemed to lack commercial substance, in whole or in part; or (iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bonafide purposes. If GAAR provisions are invoked, then the tax authorities have wide powers, including denial of tax benefit or a benefit under a tax treaty.

Income Tax Benefits

As a banking company, the Bank is entitled to certain tax benefits under the Indian Income-tax Act including the following:

· We are allowed a deduction of up to 20% of the profits derived from the business of providing long-term finance (defined as loans and advances extended for a period of not less than five years) computed in the manner specified under the Indian Income-tax Act and carried to a Special Reserve account. The deduction is allowed subject to the aggregate of the amounts transferred to the Special Reserve Account for this purpose from time to time not exceeding twice our paid-up share capital and general reserves. The amount withdrawn from such a Special Reserve Account would be chargeable to income tax in the year of withdrawal, in accordance with the provisions of the Income-tax Act. As per guidelines issued by the Reserve Bank of India in December 2013, banks have to create deferred tax liability on the special reserve on a prudent basis. The deferred tax liability up to March 31, 2013 was permitted to be directly adjusted through reserves and from fiscal year ended March 31, 2014 onwards to be charged through the profit and loss account.

Regulations Governing Insurance Companies

ICICI Prudential Life Insurance Company and ICICI Lombard General Insurance Company, our subsidiaries offering life insurance and non-life insurance, respectively, are subject to the provisions of the Insurance Act, 1938 and the various regulations prescribed by the Insurance Regulatory and Development Authority. These regulations regulate and govern, among other things, registration as an insurance company, investment, solvency margin requirements, licensing of insurance agents, advertising, sale and distribution of insurance products and services and protection of policyholders’ interests.

In May 2002, the Indian Parliament approved the Insurance (Amendment) Act 2002, which facilitates the appointment of corporate agents by insurance companies and prohibits intermediaries and brokers from

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operating as surrogate insurance agents. The Indian government has proposed an increase in the limit on foreign equity participation in private sector insurance companies from 26% to 49%, which is awaiting Parliament’s approval. The current policy requires the Indian promoter to reduce its stake to 26% after completion of 10 years of operations in a manner that would be prescribed by the regulator. The new Insurance Amendment Bill 2008 introduced in Parliament proposes to remove this restriction on divestment by Indian promoters. In the Union Budget for fiscal 2015, the new government announced an increase in the composite foreign shareholding cap in the insurance sector to 49% from 26%, through the Foreign Investment Promotion Board route. It has also proposed to take up the pending Insurance Laws (Amendment) Bill in the Parliament.

The Insurance Regulatory and Development Authority periodically issues guidelines pertaining to life insurance business. The Insurance Regulatory and Development Authority issued guidelines effective September 2010 introducing a cap on charges levied on customers investing in equity linked life insurance policies and unit-linked insurance products. For unit-linked insurance products, the difference between gross and net yields was capped at 300 basis points for products with a tenor of less than ten years and 225 basis points for products with a tenor more than ten years. The fund management charges within these charges were capped at 150 basis points and 125 basis points for products with tenors of less than ten years and more than ten years respectively. Mortality and morbidity charges are not a part of the cap. Policy surrender charges from the fifth policy year onwards for unit-linked products have been removed. The changes included a cap on surrender charges, an increase in the minimum premium paying term and minimum guaranteed positive returns on pension products. The life insurance industry had to incorporate specific changes in its product offerings to comply with these guidelines. The minimum guaranteed return of 4.5% on pension products was applicable up to year-end fiscal 2011, and was withdrawn beginning fiscal 2012. Further, the Insurance Regulatory and Development Authority issued guidelines on non-linked life insurance products to be effective in a phased manner on October 1, 2013 and January 1, 2014, which included limits on the commission rates payable by insurance companies, introduction of minimum guaranteed surrender value and minimum death benefits. The new guidelines would require life insurance companies to modify existing non-linked products which do not comply with the revised guidelines.

The Insurance Regulatory and Development Authority released draft guidelines on bancassurance (i.e., the practice of banks selling insurance products in a marketing arrangement with insurance companies) in November 2011, under which banks cannot align with more than one life, one non-life and one standalone health insurance company in any of the zones in the country, as defined by the regulator. Correspondingly, no insurer can tie up with a bancassurance agent in more than a specified number of zones. Final guidelines on bancassurance are awaited.

In December 2011, the Insurance Regulatory and Development Authority issued regulations on the issue of capital by life insurance companies and disclosure requirements. As per the guidelines, an insurance company can raise share capital through a public issue after completion of 10 years from the date of commencement of operations, having maintained the prescribed regulatory solvency margin for at least the preceding six quarters, and an embedded value of at least twice the paid-up equity capital.

In fiscal 2007, the general insurance industry in India was de-tariffed and insurance premiums were freed from price controls. Further, in accordance with the Insurance Regulatory and Development Authority’s order dated March 12, 2011, all general insurance companies in India were required to provide for losses on the third party motor pool (a multilateral arrangement for insurance in respect of third party claims against commercial vehicles, the results of which are shared by all general insurance companies in proportion to their overall market share) at a provisional rate of 153.0% from fiscal 2008 to fiscal 2011, as compared to the earlier loss rate of 122%-127%. This upward revision of the loss rates for the previous years impacted the profitability of the general insurance companies for fiscal 2012. In fiscal 2012, the Insurance Regulatory and Development Authority ordered the dismantling of the motor pool and advised that motor pool liabilities be recognized as per the loss rates estimated by the General Actuaries Department of the United Kingdom, for all underwriting years from fiscal 2008 to fiscal 2012. Further, a Declined Risk Pool was created under which insurers would cede only those policies to the pool that they would not consider underwriting themselves. Insurers have been mandated to underwrite motor pool policies to the extent of the sum of 50% of their share in total gross premium and 50% share in total motor premium. Any shortfall against this requirement will be allocated to the insurers from the Declined Risk Pool. Additionally, only specific third party insurance premiums is pooled as against the earlier approach of ceding all third party premiums. Accordingly, under this approach, the size of the pool is expected to decline substantially and the allocation of losses to individual insurers will be based on their ability to meet the

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mandated targets. Further, the Insurance Regulatory and Development Authority relaxed the solvency requirement for insurers to 1.3 at March 2012 and 1.4 at March 2013. The solvency margin required at March 2014 and at all times thereafter is 1.5. See also “RiskFactors—RisksRelatingtoOurBusiness—Theregulatoryenvironmentforfinancialinstitutionsisfacingunprecedentedchangeinthepost-financialcrisisenvironment”.

In December 2011, the Insurance Regulatory and Development Authority issued regulations on the issue of capital by life insurance companies and disclosure requirements. As per the guidelines, an insurance company can raise share capital through a public issue after completion of 10 years from the date of commencement of operations, having maintained the prescribed regulatory solvency margin for at least the preceding six quarters, and an embedded value of at least twice the paid up equity capital.

Draft Guidelines on permitting banks to enter insurance broking business

The Insurance Regulatory Development Authority permitted banks to act as brokers and sell insurance products of more than one insurer in August 2013. The guidelines restrict sales of insurance policies of any single insurer to 50% of total sales, and 25% if the insurer is part of the same promoter group as the bank. As per the guidelines, banks had the option to continue as corporate agents or become insurance brokers with the prior approval of the Reserve Bank of India. In this regard, in November 2013, the Reserve Bank of India issued draft guidelines on permitting banks to enter the insurance broking business. As per the draft guidelines, only those banks fulfilling certain specified minimum criteria including a networth of Rs. 5.0 billion, a minimum capital adequacy ratio of 10.0%, minimum three yeasr of profitable growth and a net non-performing asset ratio of less than 3.0% would be eligible for entering the business. Banks in insurance broking business would not be allowed to enter into agreements for corporate agency or for referral arrangements for insurance. Banks would also have to disclose details of earnings from the insurance broking business in their annual report.

Regulations Governing Mutual Funds

ICICI Prudential Asset Management Company, our asset management subsidiary, is subject to provisions of the Securities and Exchange Board of India (Mutual Fund) Regulations 1996, as amended from time to time. These regulations regulate and govern, among other things, registration as a mutual fund, restrictions on business activities of an asset management company, process for launching of mutual fund schemes, investment objectives and valuation policies and pricing. In June 2009, the Securities and Exchange Board of India issued guidelines stating that mutual funds could not charge any entry load to investors investing in mutual fund schemes. In August 2009, the Securities and Exchange Board of India issued guidelines directing mutual funds to ensure parity of exit loads charged across various unit holder groups.

In February 2010, the Securities and Exchange Board of India introduced guidelines for the valuation of money market and debt securities with a view to ensuring that the value of money market and debt securities in the portfolio of mutual fund schemes reflects the current market scenario. The valuation guidelines have been effective from August 1, 2010.

In the Union Budget for fiscal 2014 announced on February 28, 2013, it was proposed that mutual fund distributors would be allowed to become members in the mutual fund segment of stock exchanges to improve their reach and distribution. Further, the Union Budget for fiscal 2015 announced on July 10, 2014, proposed to increase the tax on long-term capital gains from 10.0% to 20.0% on transfer of units held for more than a year. The period for defining long-term was also revised from 12 months to 36 months.

Regulations Governing International Operations

Our international operations are governed by regulations in the countries in which we have a presence. Further, the Reserve Bank of India has notified that foreign branches or subsidiaries of Indian banks can offer structured financial and derivative products, which are not permitted in the domestic market, only at established financial centers outside India, like New York, London, Singapore, etc. At other centers, the branches and subsidiaries of Indian banks can only offer those products permissible in the domestic market. For undertaking activities not permitted in the domestic market at these centers, banks will have to take special permission from the Reserve Bank of India.

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Overseas Banking Subsidiaries

Our wholly owned subsidiary in the United Kingdom, ICICI Bank UK PLC, is authorized and regulated by the Financial Services Authority, which granted its application for authorization under Part IV of the Financial Services and Markets Act, 2000. The UK subsidiary has established a branch in Antwerp, Belgium under the European Union Passporting arrangements and also opened a branch in Frankfurt, Germany. The UK subsidiary adopted the Basel II capital framework effective January 1, 2008.

Our wholly owned subsidiary in Canada, ICICI Bank Canada (a Schedule II Bank in Canada), is regulated by the Office of the Superintendent of Financial Institutions, which provided it with an order to commence and carry on business on November 25, 2003. ICICI Bank Canada’s wholly owned subsidiary, ICICI Wealth Management Inc., is regulated by Ontario Securities Commission, which licensed it as a Limited Market Dealer, on March 2, 2007. As required by the Office of the Superintendent of Financial Institutions, the Canadian subsidiary adopted the Basel II capital framework effective January 1, 2008.

Our wholly owned subsidiary in Russia, ICICI Bank Eurasia Limited Liability Company, is regulated by the Central Bank of the Russian Federation. The capital requirements prescribed by the Central Bank of Russia, which are based on Basel I, are applicable for ICICI Bank Eurasia Limited Liability Company.

Offshore Branches

The Foreign Exchange Management (Borrowing or Lending in Foreign Exchange) Regulations, 2000, as amended, and rules issued thereunder, permit a branch located outside India of a bank incorporated or constituted in India to borrow in foreign currency in the normal course of its banking business outside India, subject to the directions or guidelines issued by the Reserve Bank of India from time to time and the Regulatory Authority of the country where the branch is located.

Our Singapore branch is currently engaged in corporate and institutional banking, private banking and treasury-related activities. In April 2010, the Monetary Authority of Singapore granted the Singapore branch Qualified Full Banking privileges which entitled us to take retail deposits. In Bahrain, we have a retail branch, regulated by the Central Bank of Bahrain. The Bahrain branch is permitted to transact banking business with approved financial institutions within Bahrain, individuals or institutions outside Bahrain. It is also permitted to offer banking services to non-resident Indians in Bahrain. Our branch in Hong Kong is regulated by the Hong Kong Monetary Authority and is permitted to undertake banking business with certain restrictions. Our branch in Sri Lanka is regulated by the Central Bank of Sri Lanka. Our branch in the Dubai International Financial Centre is regulated by the Dubai Financial Services Authority and is licensed to engage with professional clients  in or from the Dubai International Financial Centre (DIFC). The Qatar Financial Centre Regulatory Authority regulates our branch in Qatar Financial Centre (QFC). Our branch in New York is regulated by the Federal Reserve Board and the Office of the Comptroller of the Currency. In addition, we also have an Offshore Banking Unit located in the Santacruz Electronic Exports Promotion Zone, Mumbai.

Representative Offices

Our representative offices in United Arab Emirates, China, South Africa, Bangladesh, Malaysia and Indonesia are regulated by the respective regulatory authorities.

Foreign Account Tax Compliance Act

Government of India effective April 11, 2014, has reached an agreement in substance on the terms of Inter-Governmental Agreement Model 1 with the United States. Further to this, the Reserve Bank of India has issued a circular dated June 27, 2014, advising all scheduled commercial banks in India that they have time upto December 31, 2014 to register with US authorities and obtain a Global Intermediary Identification Number. In line with this communication, ICICI Bank would be registering with IRS based on the Inter-Governmental Agreement and regulations applicable in India.

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EXCHANGE CONTROLS

Restrictions on Conversion of Rupees

There are restrictions on the conversion of rupees into dollars. Before February 29, 1992, the Reserve Bank of India determined the official value of the rupee in relation to a weighted basket of currencies of India’s major trading partners. In the February 1992 budget, a new dual exchange rate mechanism was introduced by allowing conversion of 60% of the foreign exchange received on trade or current account at a market-determined rate and the remaining 40% at the official rate. All importers were, however, required to buy foreign exchange at the market rate except for certain specified priority imports. In March 1993, the exchange rate was unified and allowed to float. In February 1994 and again in August 1994, the Reserve Bank of India announced relaxations in payment restrictions in the case of a number of transactions. Since August 1994, the government of India has substantially complied with its obligations owed to the International Monetary Fund, under which India is committed to refrain from using exchange restrictions on current international transactions as an instrument in managing the balance of payments. Effective July 1995, the process of current account convertibility was advanced by relaxing restrictions on foreign exchange for various purposes, such as foreign travel and medical treatment.

The Foreign Exchange Management Act, 1999 regulates transactions involving foreign exchange and provides that certain transactions cannot be carried out without the general or special permission of the Reserve Bank of India. The Foreign Exchange Management Act, 1999 has substantially eased the restrictions on current account transactions (with a few exceptions). However, the Reserve Bank of India continues to exercise control over capital account transactions (i.e., those which alter the assets or liabilities, including contingent liabilities, of persons). The Reserve Bank of India has issued regulations under the Foreign Exchange Management Act, 1999 to regulate the various kinds of capital account transactions, including certain aspects of the purchase and issuance of shares of Indian companies. The Reserve Bank of India has also permitted authorized dealers to freely allow remittances by individuals up to US$ 75,000 subject to certain restrictions per financial year for any permissible current or capital account transactions or a combination of both, under the Liberalized Remittance Scheme.

Restrictions on Sale of the Equity Shares underlying ADSs and Repatriation of Sale Proceeds

ADSs issued by Indian companies to non-residents have free transferability outside India. Under current Indian regulations and practice, approval of the Reserve Bank of India is not required for the sale of equity shares underlying ADSs by a non-resident of India to a resident of India if the sale has been executed on a recognized stock exchange in India through a registered broker at the prevailing market price, subject to the relevant sectoral cap as prescribed by the Reserve Bank of India from time to time. Approval of the Reserve Bank of India is not required for a sale of shares of a company other than a company in the financial services sector (banks, non-bank finance companies and insurance companies) and certain other specified sectors, even if the transfer is other than on a recognized stock exchange in India or through a registered broker, as long as conditions prescribed in the Reserve Bank of India guidelines are complied with. The same applies to a renunciation of rights to a resident of India. Foreign institutional investors registered with the Securities and Exchange Board of India are eligible to purchase shares of an Indian company under the Portfolio Investment Scheme. However, such investment is subject to certain limits as prescribed by the Reserve Bank of India for investment through the Portfolio Investment Scheme from time to time. Approval of the Reserve Bank of India is not required for a sale of shares by foreign institutional investor to any person resident outside India under the Portfolio Investment Scheme prescribed by the Reserve Bank of India provided the sale is made on a recognized stock exchange and through a stock broker registered with the stock exchange or a merchant banker registered with Securities and Exchange Board of India.

If a sale of securities has taken place in terms of the Reserve Bank of India guidelines and other applicable regulations, as briefly described in the previous paragraph, then provided (i) the securities were held on repatriation basis, (ii) the shares were sold on a recognized stock exchange in India through a stock broker at the ruling market price as determined on the floor of the exchange and (iii) a no objection/tax clearance certificate from income tax authority had been obtained, the sale proceeds may be freely remitted. If a sale was made pursuant to specific approval of the Reserve Bank of India, then sale proceeds can be remitted as per the terms of such an approval. If the equity shares underlying ADSs are sold under the Portfolio Investment Scheme, then the sale proceeds may be remitted through an authorized dealer, without the approval of the Reserve Bank of India, provided that the equity shares are sold on a recognized stock exchange through a registered stock broker and a no objection/tax clearance certificate from the income-tax authority has been produced.

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After the announcement of India’s budget for fiscal 2002, the Reserve Bank of India issued certain notifications for the liberalization of the capital account. Pursuant to the notifications, in contrast to prior regulations, limited two-way fungibility in ADS/GDR issues of Indian companies was introduced, subject to sectoral caps, wherever applicable. On April 17, 2014, a new edition of Consolidated Foreign Direct Investment Policy came into effect, to further liberalize capital account transactions.

The Reserve Bank of India issued a notification under the provisions of the Foreign Exchange Management Act, 1999, permitting a registered broker in India to purchase shares of any Indian company on behalf of a person resident outside India, for the purpose of converting the shares so purchased into ADSs, provided that:

· the shares are purchased on a recognized stock exchange;

· the Indian company has issued ADSs;

· the shares are purchased with the permission of the custodian of ADSs of the concerned Indian company and are deposited with the custodian;

· the number of shares so purchased shall not exceed the number of ADSs converted into underlying shares and shall be subject to sectoral caps as applicable; and

· the non-resident investor, broker, custodian and the overseas depositary comply with the provisions of the Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme, 1993 and the guidelines issued there under by the government of India from time to time.

On November 23, 2002, the government of India’s Ministry of Finance issued Operative Guidelines for Disinvestment of Shares by the Indian Companies in the Overseas Market through the Issue of ADSs. Under these guidelines, the shareholders may divest their holdings in the overseas market through the mechanism of a sponsored ADS issue by the Indian company. The holdings which may be divested are holdings in Indian companies which are listed either in India or on an overseas exchange. The divestment process is initiated when the Indian company whose shares are being offered for divestment in the overseas market sponsors an ADS issue against the block of existing shares offered by the shareholders under these guidelines. Such ADS issues against existing shares offered for divestment must also comply with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, if ADSs are cancelled and the underlying shares are to be registered with the company. Such divestment would result in foreign equity investment and would also need to conform to the foreign direct investment sectoral policy. All mandatory approvals including those under the Companies Act, 1956 or Companies Act, 2013 (as applicable) and the approval of the Foreign Investment Promotion Board for foreign equity induction through the offer of existing shares would have to be obtained.

The Reserve Bank of India has permitted Indian companies to retain abroad, for any period, the funds raised through an issue of ADSs (except funds raised under a sponsored issue of ADSs), in order to meet their future foreign exchange requirement. Further, pending repatriation or utilization, the Indian company may invest the foreign currency funds raised in:

· deposits or certificates of deposit or other products offered by banks who have been rated by Standard and Poor’s Ratings Service/Fitch, IBCA or by Moody’s Investors Service; and such rating not being less than the applicable rating stipulated by the Reserve Bank of India from time to time for the purpose.

· deposits with an overseas branch of an authorized dealer in India; and

· treasury bills and other monetary instruments with a maturity or unexpired maturity of one-year or less.

The Reserve Bank of India permits resident shareholders of Indian companies who offer their shares for conversion to ADSs to receive the sale proceeds in foreign currency. However, the conversion to such ADSs must have the approval of the Foreign Investment Promotion Board. Further, the sale proceeds received by residents are permitted to be credited to their Exchange Earners’ Foreign Currency/Resident Foreign Currency (Domestic) accounts or to their rupee accounts in India at their option.

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RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

The Government of India strictly regulates ownership of Indian companies by foreigners. Foreign investment in Indian securities, including the equity shares represented by ADSs, is generally regulated by the Foreign Exchange Management Act, 1999, which permits transactions involving the inflow or outflow of foreign exchange and authorizes the Reserve Bank of India to prohibit or regulate such transactions.

The Foreign Exchange Management Act, 1999 regulates transactions involving foreign exchange and provides that certain transactions cannot be carried out without the general or special permission of the Reserve Bank of India or the Foreign Investment Promotion Board of the government of India. The Foreign Exchange Management Act, 1999 has eased restrictions on current account transactions. However, the Reserve Bank of India continues to exercise control over capital account transactions (i.e., those which alter the assets or liabilities, including contingent liabilities, of persons). The Reserve Bank of India has issued regulations under the Foreign Exchange Management Act, 1999 to regulate the various kinds of capital account transactions, including certain aspects of the purchase and issuance of shares of Indian companies.

Under the foreign investment rules, the following are the restrictions on foreign ownership applicable to us:

· Foreign investors may own up to 74.0% (including by foreign institutional investors) of our equity share capital subject to conformity with guidelines issued by the Reserve Bank of India from time to time. The limit under the automatic route is 49.0% and does not require specific approval of the Foreign Investment Promotion Board. The limit under the approval route is beyond 49.0% and up to 74%. It includes investments by way of foreign direct investment, ADSs, Global Depositary Receipts and investment under the Portfolio Investment Scheme by foreign institutional investors and also non-resident Indians, and also includes shares acquired by subscription to private placements and public offerings and acquisition of shares from existing shareholders. At all times, at least 26.0% of the paid-up equity capital would have to be held by residents, except in regard to a wholly owned subsidiary of a foreign bank. The Reserve Bank of India released its roadmap for foreign banks in India. The roadmap was divided into two phases. During the first phase, between March 2005 and March 2009, foreign banks were allowed to acquire a controlling stake in a phased manner only in private sector banks that are identified by the Reserve Bank of India for restructuring. The second phase was scheduled to commence in April 2009 after a review of the experience gained and after due consultation with all the stakeholders in the banking sector. For new and existing foreign banks, it was proposed to go beyond the existing commitment to the World Trade Organization of allowing an increase of 12 branches per year. A more liberal policy was to be followed for under-banked areas. However, in April 2009, in view of the deterioration in the global financial markets, the Reserve Bank of India decided to put on hold the second phase until greater clarity emerged on recovery as well as the reformed global regulatory and supervisory architecture. In January 2011, the Reserve Bank of India released a discussion paper on the Presence of Foreign Banks in India. On November 6, 2013, RBI released the framework for setting up of wholly owned subsidiaries by foreign banks in India.

· Indian companies can raise foreign currency resources abroad through the issue of ADSs, in accordance with the Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism), 1993 (FCCB Scheme) and guidelines issued by the government of India there under from time to time. The policy for External Commercial Borrowings is also applicable to FCCBs. Under the FCCB Scheme, foreign investors may purchase ADSs, subject to the receipt of all necessary government approvals at the time the depositary receipt program is set up. The government of India announced the Issue of Foreign Currency Exchangeable Bonds Scheme, 2008 on February 15, 2008 and the policy was implemented through a Reserve Bank of India circular dated September 23, 2008 to facilitate the issue of bonds expressed in a foreign currency exchangeable into equity shares of another group company.

· Under the portfolio investment scheme, foreign institutional investors, subject to registration with the Securities and Exchange Board of India, may hold in aggregate up to 24.0% of paid-up equity capital, and this limit may be raised to the sectoral cap/statutory ceiling of 49.0%, subject to the approval of the board of directors followed by the general body of the company passing a special resolution to that effect, provided that no single foreign institutional investor may own more than 10.0% of total paid-up equity capital on behalf of itself or its sub-accounts. The shareholding of an individual non-resident Indian is restricted to 5.0% of our total paid-up equity capital both on repatriation and non-repatriation basis. This

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limit may be raised to 24.0% of the total paid-up capital both on repatriation and non-repatriation basis provided the banking company passes a special resolution at a general meeting of the shareholders of the company. Foreign institutional investors registered with the Securities and Exchange Board of India shall restrict the allocation of their total investment between equities and debt in the Indian capital market in a 70:30 ratio.

· A person residing outside India (other than a non-resident Indian and overseas corporate bodies) may transfer by way of sale or gift the shares or convertible debentures to any person residing outside India (including a non-resident Indian), subject to the requirement that the transferee obtain prior permission of the Secretarial for Industrial Assistance/Foreign Investment Promotion Board to acquire the shares if he has previous venture or tie-up in India through investment/technical collaboration/trade mark agreement in the same field in which the Indian company, whose shares are being transferred, is engaged. This restriction is, however, not applicable to the transfer of shares to international financial institutions such as The Asian Development Bank, International Financial Corporation, Commonwealth Development Corporation, Deutsche Entwicklungs Gescelschaft and transfer of shares to an Indian company engaged in information technology sector.

· The Reserve Bank of India guidelines relating to acquisition by purchase or otherwise of equity shares of a private sector bank, if such acquisition results in any person owning or controlling 5.0% or more of the paid-up capital of the bank, are also applicable to non-resident investors investing in our shares. For more details on the Reserve Bank of India guidelines relating to acquisition by purchase or otherwise of shares of a private bank, see “Supervision and Regulation— Ownership Restrictions”.

Pursuant to a circular dated November 29, 2001, the Reserve Bank of India stated that, as of that date, overseas corporate bodies are not permitted to invest under the portfolio investment scheme, although they may continue to hold investments that have already been made under the portfolio investment scheme until such time as these investments are sold on the stock exchange. Overseas corporate bodies have been derecognized as a class of investor entity in India with effect from September 16, 2003. However, requests from such entities which are incorporated and not under the adverse notice of the Reserve Bank of India or the Securities and Exchange Board of India will be considered for fresh investments under the foreign direct investment scheme of the Reserve Bank of India with prior approval of the government of India or the Reserve Bank of India, as applicable.

An Indian company may sponsor an issue of ADSs with an overseas depositary against shares held by its shareholders at a price to be determined by the lead manager. Under this mechanism the company offers its resident shareholders a choice to submit their shares back to the company so that on the basis of such shares, ADSs can be issued abroad. The proceeds of a sponsored ADR must be repatriated to India within a period of one month of the closure of the issue. The sponsoring company must comply with the provisions of the FCCB Scheme and the guidelines issued thereunder by the government of India from time to time. The sponsoring company must also furnish full details of the issue in the prescribed forms to the Reserve Bank of India within 30 days from the date of closure of the issue.

We obtained the approval of the Foreign Investment Promotion Board for our ADS offering in March 2000 and our sponsored ADS offering in March 2005, which were foreign direct investments. The investments through the portfolio investment scheme in the secondary market in India by foreign institutional investors, non-resident Indians and overseas corporate bodies and investments through the foreign direct investment scheme are distinct schemes that are available concurrently. As of June 30, 2014, foreign investors owned approximately 69.5% of our equity in total, of which 29.1% was through the ADS program.

An investor in ADSs does not need to seek the specific approval from the government of India to purchase, hold or dispose of ADSs. In the ADS offerings, we obtained the approval of the government of India’s Department of Corporate Affairs and the relevant stock exchanges.

Equity shares which have been withdrawn from the depositary facility and transferred on our register of shareholders to a person other than the depositary or its nominee may be voted by that person provided the necessary procedural requirements have been met. However, you may not receive sufficient advance notice of shareholder meetings to enable you to withdraw the underlying equity shares and vote at such meetings.

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Notwithstanding the foregoing, if a foreign institutional investor, non-resident Indian or overseas corporate body were to withdraw its equity shares from the ADS program, its investment in the equity shares would be subject to the general restrictions on foreign ownership noted above and may be subject to the portfolio investment restrictions. Secondary purchases of securities of a banking company in India by foreign direct investors or investments by non-resident Indians, overseas corporate bodies and foreign institutional investors above the ownership levels set forth above require the Indian government’s approval on a case-by-case basis. It is unclear whether similar case-by-case approvals of ownership of equity shares withdrawn from the depositary facility by foreign institutional investors, non-resident Indians and overseas corporate bodies would be required.

You will be required to make a public offer to the remaining shareholders to purchase the equity shares held by them if you withdraw your equity shares from the ADS program and your direct or indirect holding in us exceeds 15.0% of our total equity under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended from time to time. Such a public offer would have to be made in compliance with the provisions of the aforesaid regulations of the Securities and Exchange Board of India. You will also require the acknowledgement of the Reserve Bank of India for the acquisition or transfer of our shares, which will take your aggregate holding (direct and indirect, beneficial or otherwise) as an individual or a group to the equivalent of 5.0% or more of our total paid-up capital. The Reserve Bank of India, while granting acknowledgement, may take into account all matters that it considers relevant to the application, including ensuring that shareholders whose aggregate holdings are above specified thresholds meet fitness and propriety tests. For more details on the Reserve Bank of India guidelines relating to acquisition by purchase or otherwise of shares of a private bank, see “Supervision and Regulation—Ownership Restrictions”.

ADSs issued by Indian companies to non-residents have free transferability outside India. Under current Indian regulations and practice, approval of the Reserve Bank of India is not required for the sale of equity shares underlying the ADSs by a non-resident of India to a resident of India if the sale has been executed on a recognized stock exchange in India through a registered broker at the prevailing market price. Approval of the Reserve Bank of India is also not required for a sale of shares of a company other than a company in the financial services sector (banks, non-bank finance companies and insurance companies), even if the transfer is other than on a recognized stock exchange in India or through a registered broker, as long as conditions generally prescribed by the Reserve Bank of India are complied with. The same restrictions apply to a renunciation of rights to a resident of India. Approval of the Reserve Bank of India is not required for sale of shares under the portfolio investment scheme prescribed by the Reserve Bank of India provided the sale is made on a recognized stock exchange and through a registered stock broker.

In February 2009, the government of India issued guidelines for the calculation of total foreign investment, both direct and indirect, in Indian companies. Pursuant to this guideline, the foreign shareholding in an Indian company which is not majority owned and controlled by Indian shareholders will be taken into account in computing the foreign shareholding in investee companies of such Indian company (other than investee companies in the insurance sector, for which there are separate specific regulations). Since foreign ownership up to 74% is permitted in Indian private sector banks, such as us, this would impact investments made by Indian private sector banks, including us, and their subsidiaries, in other companies. This would also require an assessment as to whether any of the Indian shareholders are to be included for purposes of adherence to the foreign ownership limit of 74%. This does not, however, impact our investments in our insurance subsidiaries.

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DIVIDENDS

Under Indian law, a company pays dividends upon a recommendation by its Board of Directors and approval by a majority of the shareholders at the annual general meeting of shareholders held within six months of the end of each fiscal year. The shareholders have the right to decrease but not increase the dividend amount recommended by the Board of Directors. Dividends may be paid out of the company’s profits for the fiscal year for which the dividend is declared or out of undistributed profits of prior fiscal years. Dividends can also be paid by a company in the interim period, termed “interim dividend” which does not require the approval of the shareholders unless it is combined with the final dividend being recommended by the Board of Directors. The Reserve Bank of India has stipulated that banks may declare and pay dividend out of the profits from the relevant accounting period, without prior approval of the Reserve Bank of India if they satisfy the minimum prudential requirements and subject to the prudential cap on dividend payout ratio prescribed in the guidelines issued in this regard by the Reserve Bank of India. See also “Supervision and Regulation—Restrictions on Payment of Dividends”.

Pursuant to circular number NSDL/SG/005/2000 issued by National Securities Depository Limited in February 2000, equity shares issued by us are pari passu in all respects including dividend entitlement.

ICICI Bank has paid dividends consistently every year from fiscal 1996, the second year of our operations. For fiscal 2010, we paid a dividend, excluding dividend tax, of Rs. 12.00 per equity share aggregating to Rs. 13.4 billion in June 2010. For fiscal 2011, we paid a dividend, excluding dividend tax, of Rs. 14.00 per equity share aggregating to Rs. 16.1 billion in June 2011. For fiscal 2012, we paid a dividend, excluding dividend tax, of Rs. 16.50 per equity share aggregating to Rs. 19.0 billion in June 2012. For fiscal 2013, we paid a dividend, excluding dividend tax, of Rs. 20.00 per equity share aggregating to Rs. 23.1 billion in June 2013. For fiscal 2014, we paid a dividend, excluding dividend tax, of Rs. 23.00 per equity share aggregating to Rs. 26.6 billion in July 2014.

The following table sets forth, for the periods indicated, the dividend per equity share and the total amount of dividends paid out on the equity shares during the fiscal year by ICICI Bank, each exclusive of dividend tax. This may be different from the dividend declared for the year.

	Dividend per equity share		Total amount of dividends paid
Dividend paid during the fiscal year	(Rs. in billions)
2010		11.00		12.3
2011		12.00		13.4
2012		14.00		16.1
2013		16.50		19.0
2014		20.00		23.1

Dividend income is tax-exempt in the hands of shareholders. However, the Companies are liable to pay dividend distribution tax on distributed profits. For fiscal 2014, we paid dividend distribution tax at the rate of 16.9950% (including surcharge and cess) on distributed profits.

Future dividends will depend upon our revenues, cash flow, financial condition, the regulations of the Reserve Bank of India and other factors. Owners of ADSs will be entitled to receive dividends payable in respect of the equity shares represented by such ADSs. The equity shares represented by ADSs rank pari passu with existing equity shares. At present, we have equity shares issued in India and equity shares represented by ADSs.

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TAXATION

Indian Tax

The following discussion of material Indian tax consequences to investors in ADSs and equity shares who are not resident in India, regardless of whether such investors are of Indian origin or not (each, a “non-resident investor”), is based on the provisions of the Indian Income-tax Act, 1961 (the “Income-tax Act”), including the special tax regime for ADSs contained in Section 115AC, which has been extended to cover additional ADSs that an investor may acquire in a merger or restructuring of the company, and certain regulations implementing the Section 115AC regime. The Income-tax Act is amended every year by the Finance Act of the relevant year. Some or all of the tax consequences described herein may be amended or modified by future amendments to the Income-tax Act. This summary is not intended to constitute a complete analysis of the tax consequences under Indian law of the acquisition, ownership and sale of ADSs and equity shares by non-resident investors. Holders should, therefore, consult their own tax advisers regarding the tax consequences of such acquisition, ownership and sale, including the tax consequences under Indian law, the law of the jurisdiction of their residence, any tax treaty between India and their country of residence, and in particular the application of the regulations implementing the Section 115AC regime.

Residence

For the purposes of the Income-tax Act, an individual is a resident of India during any fiscal year, if such individual (i) is in India in that year for 182 days or more or (ii) having been in India for a period or periods aggregating 365 days or more during the four years preceding that fiscal year, is in India for a period or periods aggregating 60 days or more in that fiscal year. The period of 60 days is replaced with 182 days in the case of an Indian citizen or person of Indian origin who, being resident outside India, comes on a visit to India during the fiscal year, or an Indian citizen who leaves India for purposes of employment or as a member of the crew of an Indian ship during the fiscal year. A company is resident in India in any fiscal year if it is registered in India or the control and management of its affairs are situated wholly in India in that year. A firm or other association of persons is resident in India except where the control and the management of its affairs are situated wholly outside India.

Taxation of Distributions

Dividends paid are not subject to tax in India in the hands of a recipient. However, we are required to pay tax at the rate of 16.995% (including the applicable surcharge and education cess) on the dividends distributed by us. Under Section 115-O(1A) of the Income-tax Act, dividends received by us on which our domestic subsidiaries have paid the dividend distribution tax under this Section or dividends received from our offshore subsidiaries on which we have paid tax under Section 115BBD of the Income-tax Act, are deducted from the dividends distributed by us for the purpose of determining the dividend distribution tax payable by us. Currently, dividend distribution tax is paid on the amount distributed to the shareholders however vide Finance bill 2014, it is proposed that with effect from October 1, 2014, dividend distribution tax will be levied on gross amount (including distribution tax) instead of net amount distributed resulting in increase in dividend distribution tax rate to 20.475% (including the applicable surcharge and education cess).

Taxation on Exchange of ADSs

The receipt of equity shares upon the surrender of ADSs by a non-resident investor will not give rise to a taxable event for Indian tax purposes.

Taxation on Sale of ADSs or Equity Shares

Any transfer of ADSs outside India by a non-resident investor to another non-resident investor will not give rise to Indian capital gains tax in the hands of the transferor. Through Finance bill, 2014 it has been clarified that the income earned by Foreign Institutional Investors from portfolio investment will be considered as capital gains.

Subject to any relief under any relevant double taxation treaty, gain arising from the sale of an equity share will generally give rise to liability for Indian income tax in the hands of the transferor and tax will be required to be withheld at source. Gains will either be taxable as capital gains or as business income, depending upon the nature of holding. Where the equity share has been held for more than 12 months (measured from the date of advice of redemption of the ADS by the depositary as specified below), the resulting long-term capital gains will be exempt

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from tax if the shares are traded on a recognized stock exchange and the securities transaction tax, described below, is paid on such sale. If the equity share has been held for 12 months or less, the resulting short-term capital gains, will be taxable for fiscal 2014 at a tax rate of 15% (plus the applicable education cess and secondary and higher education cess). This rate of tax is applicable provided the gains are treated as capital gains and provided the shares are sold on recognized Indian stock exchanges and are subject to securities transaction tax. In other cases, the rate of tax applicable under the provisions of the Income-tax Act varies, subject to a maximum rate of 40% (plus the applicable surcharges and education cess and secondary and higher education cess) for fiscal 2014. The actual rate depends on a number of factors, including without limitation the nature of the non-resident investor.

The above rate may be reduced under the provisions of the double taxation treaty entered into by the government of India with the country of residence of the nonresident investors. The double taxation treaty between the United States and India (the “Treaty”) does not provide U.S. residents with any relief from Indian tax on capital gains. The benefit of a double tax treaty may be available provided that a tax residency certificate along with Form 10F, is obtained by the taxpayer from the government of which the investor is a resident.

Further, if tax is deductible then investors are required to submit a valid Permanent Account Number, issued by the Indian Income Tax authorities, to the person responsible for deducting tax on capital gains or business income, otherwise tax will be deducted at the higher of (a) the rate specified in the relevant provisions of the Finance Act of 2014; (b) the rate or rates in force; or (c) 20%.

A sale/puchase of equity shares entered into on a recognized stock exchange in India, whether settled by actual delivery or transfer, will be subject to STT at the rate of 0.1% on the value of the transaction at the time of sale.

For purposes of determining the amount of capital gains arising on a sale of an equity share for Indian tax purposes, the cost of acquisition of an equity share received upon the surrender of an ADS will be the price of the share prevailing on the Bombay Stock Exchange or the National Stock Exchange on the date on which the depositary advises the custodian of such event and not the acquisition cost of the ADS being surrendered. The holding period of an equity share received upon the surrender of an ADS will commence on the date of advice of such event by the depositary.

Rights

Distributions to non-resident customers of additional ADSs or equity shares or rights to subscribe for equity shares made with respect to ADSs or equity shares are not subject to Indian income tax in the hands of the non-resident investor.

It is unclear whether capital gains derived from the sale of rights outside India by a non-resident investor, that is not entitled to exemption under a tax treaty, to another non-resident investor will be subject to Indian capital gains tax. These rights, however, may be deemed by the Indian tax authorities to be situated within India (as our situs is in India), in which case, any gains realized on the sale of the rights will be subject to Indian capital gains taxation, in the manner discussed above under “—Taxation on Sale of ADS or Equity Shares”.

Stamp Duty

Upon the issuance of the equity shares underlying ADSs, we are required to pay a stamp duty of 0.1% of the issue price per share if the aggregate value of shares being issued does not exceed Rs. 1,000,000, and 0.2% of the issue price per share if the aggregate value of shares being issued exceeds Rs. 1,000,000. A transfer of ADSs is not subject to stamp duty under Indian law. Generally, upon the receipt of equity shares in physical form from the depositary in exchange for ADSs representing such equity shares, a non-resident investor is liable for stamp duty under Indian law which would be applicable to re-issuances in physical form. This stamp duty is the same as stamp duty payable on original issuances in physical form. Similarly, an agreement to sell equity shares in physical form by a non-resident investor is also subject to stamp duty at the rate of 0.005% of the market value of the equity shares on the trade date. In addition, a stamp duty of 0.25% of the market value of the equity shares on the trade date is levied upon the transfer certificate. Customarily, such tax is borne by the transferee, that is, the purchaser. However, our equity shares are compulsorily delivered in non-physical form, unless the trade is for 500 shares or less, in which case, the shares may be delivered in physical form. Under stamp laws in India, no stamp duty is payable on the acquisition or transfer of equity shares in non-physical form. Except for the stamp duty payable on a transfer certificate, the rates of stamp duty provided above are the rates that are applicable when the document is stamped in

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the state of Maharashtra. The transfer certificate is stamped as per the rate prescribed under the Indian Stamp Act, 1899.

Other Taxes

At present, there are no taxes on wealth, gifts or inheritance which apply to the ADSs or underlying equity shares.

Service Tax

Brokerage fees paid to stockbrokers in connection with the sale or purchase of shares which are listed on any recognized stock exchange in India are subject to a service tax at a rate of 12.36% (including the applicable education cess). The stockbroker is responsible for collecting the service tax and paying it to the relevant authority.

Goods and Services Tax

The constitutional amendment bill necessary for implementation of the Goods and Services Tax Act as well as the provisions of Goods and Services Tax Act are yet to be introduced.

General Anti Avoidance Rule (GAAR)

The Finance Act of 2012 introduced provisions for General Anti Avoidance of Tax (“GAAR”) which will be effective beginning on April 1, 2016. The specific details of the relevant guidelines are not known yet. The powers to invoke provisions under GAAR are bestowed upon the Indian Income Tax Authorities if they allege that the primary motive of a particular transaction or arrangement is to obtain a tax advantage. If provisions under GAAR are invoked by tax authorities, then a tax benefit or benefit under the tax treaty may be denied.

Direct Tax Code

The Direct Tax Code Bill (the “Bill”) was tabled in the Parliament in August 2010, and was referred to the Standing Committee on Finance (SCF) in September, 2010 for examination and report thereon. A large number of recommendations of the SCF along with other suggestions which were forwarded at the examination stage have been accepted by the Government. Amendments consistent with the policy laid down in the Direct Taxes Code Bill, 2010 were carried out in the Income-tax Act, 1961 and the Wealth-tax Act, 1957 through Finance Acts, 2011, 2012 and 2013. A new revised Direct Taxes Code incorporating all these amendments was drafted in 2013 and has been presented as a fresh Bill and placed on the website for a public discussion.

Tax Residency in India

Under the Bill, a person would be treated as resident in India if (a) such person’s stay in India during the fiscal year is 182 days or more or (b) such person’s stay in India is 365 days or more within the four years preceding the fiscal year and is for a period or periods aggregating 60 days or more in the fiscal year. In the case of a person who leaves India for the purpose of employment, or a citizen of India or a person of Indian origin living outside India with whom India has Double Taxation Avoidance Agreement visits India in the fiscal year, condition (b) as mentioned above shall not be applicable.

A foreign company would be treated as tax resident in India if its place of effective management, at any time in that year is in India. A company’s place of effective management means the place where key management and commercial decisions that are necessary for the conduct of the business of an entity as a whole are, in substance made. Every other person shall be treated as resident in India except where the place of control and management of its affairs is situated wholly outside India.

Capital Gains Tax

Under the Bill, capital gains tax would be applicable at a maximum marginal rate of 30% pursuant to the First Schedule to the Bill. Further, in the case of capital gains arising from the sale of equity shares or units of an equity-oriented fund that is subject to STT, a 100% deduction would be allowed for assets held for more than one year and a 50% deduction for assets held for one year or less. For equity shares held for more than one year that are not

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subject to STT, capital gains would be computed after indexation for inflation. The Bill proposes to change the base year for the purposes of the computation of capital gains indexation from 1981 to 2000.

United States Federal Income Tax

The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of ADSs or equity shares, but it does not purport to be a comprehensive description of all tax considerations that may be relevant to a particular person’s decision to own ADSs or equity shares. This discussion applies only to a U.S. Holder that owns ADSs or equity shares as capital assets for U.S. federal income tax purposes.

This discussion does not discuss all of the tax consequences that may be relevant in light of your particular circumstances, including alternative minimum tax consequences, tax consequences of the “Medicare contribution tax” on “net investment income” and tax consequences applicable to U.S. Holders subject to special rules, such as:

· insurance companies;

· tax-exempt entities;

· certain dealers and traders in securities who use a mark-to-market method of tax accounting;

· certain financial institutions;

· persons who own ADSs or equity shares as part of an integrated investment (including a straddle or conversion transaction) comprised of ADS or equity shares, and one or more other positions for U.S. federal income tax purposes;

· persons whose functional currency is not the U.S. dollar;

· persons who acquired or received ADSs or equity shares pursuant to the exercise of any employee stock option or otherwise as compensation;

· persons holding ADSs or equity shares in connection with a trade or business conducted outside of the United States;

· persons who own, directly, indirectly or constructively, 10.0% or more of our voting stock; or

· partnerships or other entities classified as partnerships for U.S. federal income tax purposes.

If an entity that is classified as a partnership for U.S. federal income tax purposes owns ADSs or equity shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning ADSs or equity shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of ADSs or equity shares.

This discussion is based on the tax laws of the United States including the Internal Revenue Code of 1986, as amended, (referred to as the “Code”), proposed and final Treasury regulations, Revenue Rulings and judicial decisions, all as of the date hereof. These laws may change, possibly with retroactive effect.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ADSs or equity shares and is:

· a citizen or individual resident of the United States;

· a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States, any state therein or the District of Columbia; or

· an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

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In general, a U.S. Holder who owns ADSs will be treated as the owner of the underlying equity shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying equity shares represented by those ADSs.

The U.S. Treasury has expressed concern that parties to whom depositary shares are released before shares are delivered to the depositary (“pre-release”), or intermediaries in the chain of ownership between holders and the issuer of the security underlying the depositary shares, may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. Holders of depositary shares. These actions would also be inconsistent with the claiming of the reduced rates of tax, described below, applicable to dividends received by certain non-corporate U.S. Holders. Accordingly, the creditability of Indian taxes and the availability of the reduced tax rates for dividends received by certain non-corporate U.S. Holders, each described below, could be affected by actions taken by such parties or intermediaries. This discussion is also based in part on representations by the depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms.

Please consult your tax adviser with regard to the application of U.S. federal income tax laws to ADSs or equity shares in your particular circumstances, including the passive foreign investment company (“PFIC”) rules described below, as well as any tax consequences arising under the laws of any state, local or other taxing jurisdiction.

This discussion assumes that we were not for the taxable year ended March 31, 2014, and will not become, a PFIC (as discussed below).

Taxation of Dividends

Distributions you receive on ADSs or equity shares, other than certain pro rata distributions of equity shares or rights to acquire equity shares to all holders of equity shares (including holders of ADSs), will generally constitute foreign-source dividend income for U.S. federal income tax purposes. The amount of the dividend you will be required to include in income will be based on the U.S. dollar value of the rupee, calculated by reference to the exchange rate in effect on the date the payment is received by the depositary (in the case of ADSs) or by you (in the case of equity shares) regardless of whether the payment is converted into U.S. dollars on the date of receipt. If the dividend is converted into U.S. dollars on the date of receipt, you should not be required to recognize foreign currency gain or loss in respect of the dividend income. You may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. If you realize gain or loss on a sale or other disposition of rupees, it will constitute U.S. source ordinary income or loss. The amount of the dividend will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Subject to applicable limitations, the discussion above regarding concerns expressed by the U.S. Treasury and the PFIC discussion below, if you are a non-corporate U.S. Holder, dividends paid to you may be taxable at the favorable rates applicable to long-term capital gains. If you are a non-corporate U.S. Holder, you should consult your tax adviser to determine whether you are subject to any special rules that limit your ability to be taxed at these favorable rates.

Taxation of Capital Gains

You will recognize gain or loss for U.S. federal income tax purposes on the sale or exchange of ADSs or equity shares. The gain or loss will generally be U.S. source capital gain or loss, which will be long-term capital gain or loss if you have held such ADSs or equity shares for more than one year. You should consult your tax adviser about the treatment of capital gains, which may be taxed at lower rates than ordinary income for non-corporate taxpayers, and capital losses, the deductibility of which may be limited.

Under certain circumstances as described under “Taxation—Indian Tax—Taxation on sale of ADSs or Equity Shares,” you may be subject to Indian tax upon the disposition of equity shares. You should consult your tax adviser with respect to your ability to credit this Indian tax against your U.S. federal income tax liability.

Passive Foreign Investment Company Rules

In general, a foreign corporation is a PFIC for any taxable year in which (i) 75.0% or more of its gross income consists of passive income (such as dividends, interest, rents, royalties and capital gains) or (ii) 50.0% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. There are certain exceptions for active business income, including exceptions for certain income earned by foreign active banks and insurance companies. Based upon certain proposed Treasury regulations, which were proposed to

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be effective for taxable years beginning after December 31, 1994, we do not believe we were a PFIC for our taxable year that ended March 31, 2014. Because there can be no assurance that the proposed regulations will be finalized in their current form and the manner of the application of the proposed regulations is not entirely clear, and because the composition of our income and assets will vary over time and our PFIC status for any taxable year will depend, in large part, on the extent to which our income and assets will be considered active under the exception for active banks, there can be no assurance that we will not be considered a PFIC for any taxable year.

If we were a PFIC for any taxable year during which you owned ADSs or equity shares, you may be subject to adverse tax consequences. Generally, gain recognized upon a disposition (including, under certain circumstances, a pledge) of ADSs or equity shares by you would be allocated ratably over your holding period for such ADSs or equity shares. The amounts allocated to the taxable year of disposition and to years before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax attributable to the allocated amounts. Further, to the extent that any distribution received by you on your ADSs or equity shares exceeds 125% of the average of the annual distributions on such ADSs or equity shares received during the preceding three years or your holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, as described above in this paragraph.

If we were a PFIC for any year during which you owned ADSs or equity shares, we generally would continue to be treated as a PFIC with respect to such ADSs or equity shares for all succeeding years during which you held the ADSs or equity shares, even if we ceased to meet the threshold requirements for PFIC status.

Alternatively, if we were a PFIC and if ADSs or equity shares were “regularly traded” on a “qualified exchange,” you could make a mark-to-market election that would result in tax treatment different from the general tax treatment for PFICs described above. ADSs or equity shares would be treated as “regularly traded” in any calendar year in which more than a de minimis quantity of ADSs or equity shares, as the case may be, were traded on a qualified exchange on at least 15 days during each calendar quarter. The New York Stock Exchange, on which ADSs are listed, is a qualified exchange for this purpose. A foreign exchange is a “qualified exchange” if it is regulated by a governmental authority in the jurisdiction in which the exchange is located and with respect to which certain other requirements are met.

If you make the mark-to-market election (assuming the election is available), you generally will recognize as ordinary income any excess of the fair market value of ADSs or equity shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of ADSs or equity shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If you make the election, your tax basis in ADSs or equity shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of ADSs or equity shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election).

In addition, if we were a PFIC or, with respect to you, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the favorable dividend rates with respect to dividends paid to certain non-corporate U.S. Holders, described above under “—Taxation of Dividends”, would not apply.

If we are a PFIC for any taxable year during which you owned our ADSs or equity shares, you will generally be required to file IRS Form 8621 (or any successor form) with your annual U.S. federal income tax returns, subject to certain exceptions.

You should consult your tax adviser regarding whether we are or were a PFIC and the potential application of the PFIC rules.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding, unless (i) you are an exempt recipient or (ii) in the case of backup withholding, you provide a correct taxpayer identification number and certify that no loss of exemption from backup withholding has occurred. The amount of any backup withholding

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from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

PRESENTATION OF FINANCIAL INFORMATION

Pursuant to the issuance and listing of our securities in the United States under registration statements filed with the United States Securities Exchange Commission, we file annual reports on Form 20-F, which must include financial statements prepared under generally accepted accounting principles in the United States (U.S. GAAP) or financial statements prepared according to a comprehensive body of accounting principles with a reconciliation of net income and stockholders’ equity to U.S. GAAP. When we first listed our securities in the United States, Indian GAAP was not considered a comprehensive body of accounting principles under the United States securities laws and regulations. Accordingly, our annual reports on Form 20-F for fiscal years 2000 through 2005 have included U.S. GAAP financial statements. However, pursuant to a significant expansion of Indian accounting standards, Indian GAAP constitutes a comprehensive body of accounting principles. Accordingly, from fiscal 2006 onwards we have included in the annual report consolidated financial statements prepared according to Indian GAAP, which varies in certain respects from U.S. GAAP. For a reconciliation of net income and stockholders’ equity to U.S. GAAP, a description of significant differences between Indian GAAP and U.S. GAAP and certain additional information required under U.S. GAAP, see notes 20 and 21 to our consolidated financial statements herein. For selected financial data in accordance with U.S. GAAP see “Selected Consolidated Financial and Operating Data—Selected U.S. GAAP Financial Data”.

The data for fiscal 2010 through fiscal 2014 have been derived from our consolidated financial statements. The accounting and reporting policies used in the preparation of our financial statements reflect general industry practices and conform with Indian GAAP including the Accounting Standards (AS) issued by Institute of Chartered Accountants of India, guidelines issued by the Reserve Bank of India, the Insurance Regulatory and Development Authority and the National Housing Bank as applicable to relevant companies. In the case of foreign subsidiaries, Generally Accepted Accounting Principles as applicable to the respective subsidiaries are followed.

The consolidated financial statements for fiscal 2010 were audited by B S R & Co. Chartered Accountants, and for fiscal 2011 through fiscal 2014 by S. R. Batliboi & Co. LLP, Chartered Accountants, under auditing standards issued by the Institute of Chartered Accountants of India. The consolidated financial statements for fiscal 2010 through fiscal 2014 have also been audited by KPMG, an independent registered public accounting firm in India, in accordance with the standards of the United States Public Company Accounting Oversight Board. Our financial statements as per Indian GAAP along with the reconciliation of net profit and stockholders’ equity to U.S. GAAP, including the notes to these financial statements, audited by KPMG are set forth at the end of this annual report.

Under U.S. GAAP, the consolidation of ICICI’s majority ownership interest in two insurance companies, ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited, because of substantive participative rights retained by the minority shareholders, is accounted for by the equity method. Under Indian GAAP, these insurance subsidiaries are fully consolidated.

Under Indian GAAP, we have not consolidated certain entities in which investments are intended to be temporary. However under U.S. GAAP, these entities have been consolidated in accordance with FASB ASC Subtopic 810-10, “Consolidation – Overall”. Under Indian GAAP, investment in 3i Infotech Limited was not accounted as per equity method based on the severe long-term restrictions on 3i Infotech Limited under its debt restructuring arrangement that impair the ability of 3i Infotech Limited to transfer funds to its investors and the Group’s continued intention to reduce the stake in 3i Infotech Limited below 20% in the future. However, under U.S. GAAP, this entity has been accounted for as an equity affiliate in accordance with FASB ASC Subtopic 323-10 “Investments – Equity Method and Joint Ventures”.

Although we have translated in this annual report certain rupee amounts into dollars for convenience, this does not mean that the rupee amounts referred to could have been, or could be, converted into dollars at any particular rate, the rates stated earlier in this annual report, or at all. Except in the section on “Market Price Information”, all translations from rupees to U.S. dollars are based on the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board at year-end fiscal 2014. The Federal Reserve Bank of New York certifies this rate for customs purposes in a weekly version of the H.10 release. The exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board at year-end fiscal 2014 was Rs. 60.00 per US$ 1.00.

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ADDITIONAL INFORMATION

Memorandum and Articles of Association

Objects and Purposes

Pursuant to Clause III.A.1 of ICICI Bank’s Memorandum of Association, ICICI Bank’s main objective is to, inter alia, carry on the business of banking in any part of India or outside India.

Directors’ Powers

ICICI Bank’s directors’ powers include the following:

· Article 140 of the Articles of Association provides that no director of ICICI Bank shall, as a director, take any part in the discussion of or vote on any contract or arrangement if such director is directly or indirectly concerned or interested in such contract or arrangement.

· Directors have no powers to vote in absence of a quorum.

· Article 83 of the Articles of Association provides that the directors may by a resolution passed at a meeting of the Board of Directors borrow moneys and raise and secure the payment of amounts in a manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, debenture stock, or any mortgage or charge or other security on the undertaking or the whole or any part of the property of ICICI Bank (both present and future) including our uncalled capital.

Amendment to Rights of Holders of Equity Shares

Any change to the existing rights of the equity holders can be made only by amending the Articles of Association which would require a special resolution of the shareholders, passed by not less than three times the number of votes cast against the resolution.

Change in Control Provisions

Article 59 of the Articles of Association provides that the Board of Directors may at its discretion decline to register or acknowledge any transfer of shares in respect of shares upon which we have a lien or while any money in respect of the shares desired to be transferred on any of them remain unpaid. Moreover, the Board of Directors may refuse to register the transfer of any shares if the total nominal value of the shares or other securities intended to be transferred by any person would, together with the total nominal value of any shares held in ICICI Bank, exceed 1% of the paid-up equity share capital of ICICI Bank or if the Board of Directors is satisfied that as a result of such transfer, it would result in the change in the Board of Directors or change in the controlling interest of ICICI Bank and that such change would be prejudicial to the interests of ICICI Bank. However, under the Indian Companies Act, the enforceability of such transfer restrictions is unclear.

Recent Amendments to Memorandum and Articles of Association

The last amendment as effected to the Memorandum of Association is as follows:

Pursuant to a resolution passed by shareholders on June 8, 2007, section 5 of our Memorandum of Association was amended so that the authorized share capital of ICICI Bank was altered to Rs. 17,750,000,000 divided into 1,275,000,000 shares of Rs. 10 each, 15,000,000 shares of Rs. 100 each and 350 shares of Rs. 10 million each.

The last amendments as effected to the Articles of Association was approved by a special resolution passed by our shareholders at our annual general meeting held on June 30, 2014. The amendments are as follows:

Article 56(d) is amended to enhance the scope of the already existing guidelines to include the act of acquisition of shares or voting rights by a person acting in concert, relative and associate enterprise and the revised Article states that Acquisition of shares or voting rights therein, by a person  directly  or indirectly,  by himself or acting in concert with  any  other  person which  taken together  with shares  and  voting  rights,  if any, held  by him or his relative  or

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associate  enterprise or person  acting  in concert  with him, makes the applicant  to hold five per cent or more of the paid-up share capital of the Bank  or entitles  him to exercise  five per cent or more of the voting rights  in the Bank, should be effected by such person(s) after obtaining prior approval of Reserve Bank of India. The Article also contains the definitions of associate enterprise, relative, persons deemed to be acting in concert and joint venture.

Article 113(b) is amended to include the power given to the Reserve Bank of India to increase, in a phased manner, ceiling on voting rights on poll from ten per cent to twenty six per cent. The revised Article states that on a poll, the voting rights of Members shall be as provided in Section 47 of the Companies Act, 2013, but will be subject to the ceiling of ten per cent of the total voting rights or such other percentage as may be stipulated by Section 12(2) of the Banking Regulation Act or under any of the proviso or explanation to Section 12 of the Banking Regulation Act.

The Memorandum and Articles of Association reflecting the above revisions are attached as exhibits to this annual report.

Documents on Display

The documents concerning us which are referred to herein may be inspected at the Securities and Exchange Commission (“SEC”). You may read and copy any document filed or furnished by us at the SEC’s public reference rooms in Washington D.C., New York and Chicago, Illinois or obtain them by mail upon payment of prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information. The SEC also maintains a website at www.sec.gov, which contains, in electronic form, each of the reports and other information that we have filed electronically with the SEC. Information about ICICI Bank is also available on the web at www.icicibank.com.

Incorporation by Reference

We incorporate by reference the information disclosed under “Description of Equity Shares” and “Description of the American Depositary Shares” in ICICI Bank’s Registration Statement on Form F-1 (File No. 333-30132).

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EXHIBIT INDEX

Exhibit No.	Description of Document
1.1	ICICI Bank Memorandum of Association, as amended.
2.1	Deposit Agreement among ICICI Bank, Deutsche Bank and the holders from time to time of American Depositary Receipts issued thereunder (including as an exhibit, the form of American Depositary Receipt) (incorporated herein by reference to ICICI Bank’s Registration Statement on Form F-1 (File No. 333-30132)).
2.2	Letter Agreements dated February 19, 2002 and April 1, 2002 (incorporated herein by reference to ICICI Bank’s Annual Report on Form 20-F for the year ended March 31, 2002 filed on September 30, 2002) and Letter Agreement dated March 8, 2005 (incorporated by reference to ICICI Bank’s Registration Statement on Form F-3 (File No. 333-121664) amending and supplementing the Deposit Agreement.
2.3	Letter Agreement dated November 4, 2011 amending and supplementing the Deposit Agreement (incorporated by reference to ICICI Bank’s Annual Report on Form 20-F for fiscal 2012 filed on July 31, 2012).
2.4	ICICI Bank’s Specimen Certificate for Equity Shares.
4.1	ICICI Bank’s Employee Stock Option Plan, as amended (incorporated by reference to ICICI Bank’s Annual Report on Form 20-F for fiscal 2013 filed on July 31, 2013).
8.1	List of Subsidiaries (included under “Business—Subsidiaries, Associates and Joint Ventures” herein).
11.1	Code of Business Conduct and Ethics, as amended.
12.1	Certification of the Managing Director and Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act.
12.2	Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act.
13	Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on our behalf.

For ICICI BANK LIMITED
By:	/s/ Rakesh Jha
	Name:	Mr. Rakesh Jha
	Title:	Chief Financial Officer

Place: Mumbai

Date: July 25, 2014

ICICI Bank Limited and subsidiaries

Consolidated Financial Statements

For the year ended March 31, 2013

and March 31, 2014 together

with Auditors’ Report

 

Index to Consolidated Financial Statements

Contents Page

Reports of independent registered public accounting firm	F-2
Consolidated balance sheet	F-5
Consolidated profit and loss account	F-6
Consolidated cash flow statement	F-7
Schedules to the consolidated financial statements	F-9

F-1

Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements

The Board of Directors and Stockholders

ICICI Bank Limited

We have audited the accompanying consolidated balance sheets of ICICI Bank Limited and subsidiaries (the “Company”) as of March 31, 2014 and 2013, and the related consolidated profit and loss accounts and consolidated cash flow statements for each of the years in the three-year period ended March 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2014, in conformity with generally accepted accounting principles in India.

Accounting principles generally accepted in India vary in certain significant respects from U.S. generally accepted accounting principles. Information relating to the nature and effect of such differences is presented in Note 20 of Schedule 18B to the consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of March 31, 2014, based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 25, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG

Mumbai, India

April 25, 2014, except as to additional notes in Schedule 18B

As to which the date is July 25, 2014

F-2

Report of Independent Registered Public Accounting Firm – Internal Controls over Financial Reporting

The Board of Directors and Stockholders

ICICI Bank Limited

We have audited ICICI Bank Limited and subsidiaries’ (the “Company”) internal control over financial reporting as of March 31, 2014, based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting in the accompanying Form 20-F for the year ended March 31, 2014. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

F-3

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of March 31, 2014 and 2013, and the related consolidated profit and loss accounts and consolidated cash flow statements for each of the years in the three-year period ended March 31, 2014, and our report dated April 25, 2014, except as to additional notes in Schedule 18B as to which the date is July 25, 2014, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG

Mumbai, India

July 25, 2014

F-4

ICICI Bank Limited and subsidiaries

Consolidated balance sheet

(Rs. in thousands)

			At
	Schedule		March 31, 2014		March 31, 2013
CAPITAL AND LIABILITIES
Capital		1		11,550,446		11,536,362
Employees stock options outstanding				65,744		44,835
Reserves and surplus		2		752,682,333		676,042,933
Minority interest		2A		20,107,641		17,057,595
Deposits		3		3,595,126,823		3,147,705,357
Borrowings		4		1,835,420,690		1,728,882,194
Liabilities on policies in force				749,265,060		689,105,371
Other liabilities and provisions		5		511,038,033		477,842,496
TOTAL CAPITAL AND LIABILITIES				7,475,256,770		6,748,217,143
ASSETS
Cash and balances with Reserve Bank of India		6		220,969,309		193,062,020
Balances with banks and money at call and short notice		7		261,612,955		300,646,550
Investments		8		2,676,094,407		2,556,666,786
Advances		9		3,873,417,806		3,299,741,265
Fixed assets		10		55,068,300		54,734,587
Other assets		11		388,093,993		343,365,935
TOTAL ASSETS				7,475,256,770		6,748,217,143
Contingent liabilities		12		9,141,257,961		9,139,712,204
Bills for collection				136,798,982		124,534,781
Significant accounting policies and notes to accounts		17 & 18

The Schedules referred to above form an integral part of the Balance Sheet.

F-5

ICICI Bank Limited and subsidiaries

Consolidated profit and loss account

                       (Rs. in thousands)

			Year ended
	Schedule		March 31, 2014			March 31, 2013		March 31, 2012
I.    INCOME
Interest earned		13		494,792,476			448,845,894		379,948,587
Other income		14		300,846,072			293,198,074		286,634,177
TOTAL INCOME				795,638,548			742,043,968		666,582,764
II.    EXPENDITURE
Interest expended		15		297,106,119			282,854,093		250,132,455
Operating expenses		16		306,663,585			302,070,495		295,520,458
Provisions and contingencies (refer note 18.7)				75,097,674			55,820,531		41,553,508
TOTAL EXPENDITURE				678,867,378			640,745,119		587,206,421
III.   PROFIT/(LOSS)
Net profit for the year				116,771,170			101,298,849		79,376,343
Less: Minority interest				6,357,506			5,262,724		2,946,988
Net profit after minority interest				110,413,664			96,036,125		76,429,355
Profit/(loss) brought forward				103,294,625			68,048,685		40,077,613
TOTAL PROFIT/(LOSS)				213,708,289			164,084,810		116,506,968
IV.  APPROPRIATIONS/TRANSFERS
Transfer to Statutory Reserve				24,530,000			20,820,000		16,170,000
Transfer to Reserve Fund				46,146			27,775		10,665
Transfer to Capital Reserve				760,000			330,000		380,000
Transfer to/(from) Investment Reserve Account				1,270,000			--		--
Transfer to Special Reserve				9,446,000			8,041,000		7,020,000
Transfer to Revenue and other reserves				1,992,076			4,556,213		1,877,920
Dividend (including corporate dividend tax) for the previous year paid during the year				(539,685	)		2,491		4,284
Proposed equity share dividend				26,562,812			23,072,271		19,020,400
Proposed preference share dividend				35			35		35
Corporate dividend tax				4,165,357			3,940,400		3,257,185
Balance carried over to balance sheet				145,475,548			103,294,625		68,766,479
TOTAL				213,708,289			164,084,810		116,506,968
Significant accounting policies and notes to accounts		17 & 18
Earnings per share (refer note 18.1)
Basic (Rs.)				95.65			83.29		66.33
Diluted (Rs.)				95.14			82.84		66.06
Face value per share (Rs.)				10.00			10.00		10.00

The Schedules referred to above form an integral part of the Profit and Loss Account.

F-6

ICICI Bank Limited and subsidiaries

Consolidated cash flow statement

 (Rs. in thousands)

Particulars		Year ended
		March 31, 2014			March 31, 2013			March 31, 2012
Cash flow from operating activities
Profit before taxes			156,508,688			130,904,932			103,919,499
Adjustments for:
Depreciation and amortization			8,418,401			7,309,535			7,546,097
Net (appreciation)/depreciation on investments			(704,719	)		4,964,954			7,773,019
Provision in respect of non-performing and other assets			24,818,320			15,513,824			10,510,044
Prudential provision on standard assets			1,591,953			1,349,872			279,057
Provision for contingencies & others			963,597			2,370,283			2,100,543
(Profit)/loss on sale of fixed assets			(1,352,001	)		(339,276	)		37,180
Employee stock option grants			120,371			98,647			93,240
	(i)		190,364,610			162,172,771			132,258,679
Adjustments for:
(Increase)/decrease in investments			49,187,517			53,888,779			(126,076,483	)
(Increase)/decrease in advances			(573,005,899	)		(394,857,560	)		(335,829,069	)
Increase/(decrease) in deposits			447,421,466			328,200,621			228,444,687
(Increase)/decrease in other assets			(58,988,442	)		19,276,308			(24,703,198	)
Increase/(decrease) in other liabilities and provisions			58,968,410			43,960,881			83,850,256
	(ii)		(76,416,948	)		50,469,029			(174,313,807	)
Refund/(payment) of  direct taxes	(iii)		(46,299,744	)		(37,702,018	)		(26,082,984	)
Net cash flow from/(used in) operating activities((i)+(ii)+(iii) (A)			67,647,918			174,939,782			(68,138,112	)
Cash flow from investing activities
Purchase of fixed assets			(8,373,656	)		(6,249,292	)		(6,054,398	)
Proceeds from sale of fixed assets			2,051,182			700,038			180,758
(Purchase)/sale of held to maturity securities			(160,353,177	)		(185,928,901	)		(206,755,330	)
Net cash used in investing activities	(B)		(166,675,651	)		(191,478,155	)		(212,628,970	)
Cash flow from financing activities
Proceeds from issue of share capital (including ESOPs)			761,818			447,515			591,128
Net proceeds/(repayment) of borrowings			105,001,542			114,579,019			312,815,320
Dividend and dividend tax paid			(27,040,480	)		(22,194,629	)		(19,013,434	)
Net cash generated from financing activities	(C)		78,722,880			92,831,905			294,393,014
Effect of exchange fluctuation on translation reserve	(D)		9,178,547			5,852,155			4,084,332

F-7

ICICI Bank Limited and subsidiaries

Consolidated cash flow statement (Continued)

(Rs. in thousands)

Particulars	Year ended
	March 31, 2014			March 31, 2013		March 31, 2012
Net increase/(decrease) in cash and cash equivalents (A) + (B) + (C) + (D)		(11,126,306	)		82,145,687		17,710,264
Cash and cash equivalents as the beginning of the year		493,708,570			411,562,883		393,852,619
Cash and cash equivalents as at the end of the year		482,582,264			493,708,570		411,562,883

Significant accounting policies and notes to accounts (refer Schedule 17 & 18).

Refer item no. 12 in Schedule 17 Significant accounting policies.

The Schedules referred to above form an integral part of the Balance Sheet.

F-8

ICICI Bank Limited and subsidiaries

Schedules forming part of the consolidated balance sheet

SCHEDULE 1 - CAPITAL

                                                                                                                           (Rs. in thousands)

	At
	March 31, 2014		March 31, 2013
Authorized capital
1,275,000,000 equity shares of Rs. 10 each (March 31, 2013: 1,275,000,000 equity shares of Rs. 10 each)		12,750,000		12,750,000
15,000,000 shares of Rs. 100 each (March 31, 2013: 15,000,000 shares of Rs. 100 each)1		1,500,000		1,500,000
350 preference shares of Rs. 10 million each (March 31, 2013: 350 preference shares of Rs. 10 million each)2		3,500,000		3,500,000
Equity share capital Issued, subscribed and paid-up capital
1,153,581,715 equity shares of Rs. 10 each (March 31, 2013: 1,152,714,442 equity shares )		11,535,817		11,527,144
Add: 1,405,540 equity shares of Rs. 10 each fully paid up (March 31, 2013: 867,273 equity shares) issued pursuant to exercise of employee stock options		14,055		8,673
Less: 154,486 equity shares of Rs. 10 each forfeited (March 31, 2013: Nil)		1,545		--
		11,548,327		11,535,817
Less:Calls unpaid		--		(225	)
Add:266,089 equity shares of Rs. 10 each forfeited (March 31, 2013: 111,603 equity shares)		2,119		770
TOTAL CAPITAL		11,550,446		11,536,362

1. These shares will be of such class and with such rights, privileges, conditions or restrictions as may be determined by the Bank in accordance with the Articles of Association of the Bank and subject to the legislative provisions in force for the time being in that  behalf.

2. Pursuant to RBI circular the issued and paid–up preference shares are grouped under Schedule 4-“Borrowings”.

F-9

ICICI Bank Limited and subsidiaries

Schedules forming part of the consolidated balance sheet (Continued)

SCHEDULE 2 - RESERVES AND SURPLUS

(Rs. in thousands)

	At
	March 31, 2014		March 31, 2013
I.         Statutory reserve
Opening balance		110,736,519		89,916,519
Additions during the year		24,530,000		20,820,000
Deductions during the year		--		--
Closing balance		135,266,519		110,736,519
II.        Special reserve
Opening balance		48,612,700		40,571,700
Additions during the year		9,446,000		8,041,000
Deductions during the year		--		--
Closing balance		58,058,700		48,612,700
III.       Securities premium
Opening balance		314,492,354		313,975,852
Additions during the year1		1,045,396		516,502
Deductions during the year		--		--
Closing balance		315,537,750		314,492,354
IV.       Investment reserve account
Opening balance		--		--
Additions during the year		1,270,000		--
Deductions during the year		--		--
Closing balance		1,270,000		--
V.        Unrealized investment reserve2
Opening balance		36,240		85,451
Additions during the year		86,956		12,400
Deductions during the year		89,096		61,611
Closing balance		34,100		36,240
VI.       Capital reserve
Opening balance		22,417,857		22,087,857
Additions during the year3		760,000		330,000
Deductions during the year		1,466		--
Closing balance4		23,176,391		22,417,857
VII.      Foreign currency translation reserve
Opening balance		16,254,689		10,402,534
Additions during the year		11,400,999		5,852,155
Deductions during the year5		2,222,453		--
Closing balance		25,433,235		16,254,689

F-10

(Rs. in thousands)

	At
VIII.    Reserve fund	March 31, 2014		March 31, 2013
Opening balance		49,719		21,944
Additions during the year6		46,146		27,775
Deductions during the year		--		--
Closing balance		95,865		49,719
IX.       Revenue and other reserves
Opening balance		60,148,230		56,102,881
Additions during the year		2,705,653		6,166,874
Deductions during the year7		14,519,658		2,121,525
Closing balance8,9		48,334,225		60,148,230
X.        Balance in profit and loss account		145,475,548		103,294,625
TOTAL RESERVES AND SURPLUS		752,682,333		676,042,933

1. Includes Rs. 731.7 million (March 31, 2013: Rs. 435.1 million) on exercise of employee stock options.

2. Represents unrealised profit/(loss) pertaining to the investments of venture capital funds.

3. Includes appropriations made by the Bank  for profit on sale of investments in held-to-maturity category, net of taxes and transfer to Statutory Reserve and profit on sale of land and buildings, net of taxes and transfer to Statutory Reserve.

4. Includes capital reserve on consolidation amounting to Rs. 80.7 million (March 31, 2013: Rs. 82.2 million).

5. Represents exchange profit on repatriation of retained earnings from overseas branches.

6. Includes appropriations made to Reserve Fund and Investment Fund Account in accordance with regulations applicable to Sri Lanka branch.

7. Includes amount utilized for creation of deferred tax liability of ICICI Bank on balance in Special Reserve at March 31, 2013 in accordance with RBI circular dated December 20,2013.

8. Includes unrealised profit/(loss), net of tax, of  Rs. (550.6) million (March 31, 2013: Rs. (882.9) million)  pertaining to the investments in the available for sale category of ICICI Bank UK PLC.

9. Includes restricted reserve of Rs.1,489.7 million (March 31, 2013: Rs. 2,453.0 million) primarily relating to lapsed contracts of the life insurance subsidiary.

F-11

ICICI Bank Limited and subsidiaries

Schedules forming part of the consolidated balance sheet (Continued)

SCHEDULE 2A - MINORITY INTEREST

                                                                                                            (Rs. in thousands)

	At
	March 31, 2014		March 31, 2013
Opening minority interest		17,057,595		14,277,247
Increase/(decrease) during the year		3,050,046		2,780,348
CLOSING MINORITY INTEREST		20,107,641		17,057,595

SCHEDULE 3 - DEPOSITS

(Rs. in thousands)

	At
	March 31, 2014		March 31, 2013
A. I.  Demand deposits
i) From banks		25,111,999		20,192,733
ii) From others		418,534,442		359,512,610
II.  Savings bank deposits		1,078,310,338		921,659,854
III. Term deposits
i) From banks		102,299,809		117,888,455
ii) From others		1,970,870,235		1,728,451,705
TOTAL DEPOSITS		3,595,126,823		3,147,705,357
B.  I.    Deposits of branches in India		3,154,088,437		2,743,209,597
II.   Deposits of branches/subsidiaries outside India		441,038,386		404,495,760
TOTAL DEPOSITS		3,595,126,823		3,147,705,357

F-12

ICICI Bank Limited and subsidiaries

Schedules forming part of the consolidated balance sheet (Continued)

SCHEDULE 4 - BORROWINGS

(Rs. in thousands)

				At
				March 31, 2014		March 31, 2013
I.	Borrowings In India
		i) Reserve Bank of India			111,388,500		171,688,500
		ii) Other banks			29,736,455		55,276,764
		iii) Other institutions and agencies
			a)  Government of India		--		--
			b)  Financial institutions		113,976,226		96,037,351
		iv) Borrowings in the form of
			a) Deposits		3,382,761		3,815,378
			b) Commercial paper		10,324,543		6,093,554
			c)  Bonds and debentures (excluding subordinated debt)		37,217,701		39,645,665
		v)  Application money-bonds			--		--
		vi)  Capital instruments
			a) Innovative Perpetual Debt Instruments (IPDI) (qualifying as Tier 1 capital)		13,010,000		13,010,000
			b) Hybrid debt capital instruments issued as bonds/debentures (qualifying as upper Tier 2 capital)		98,166,998		98,174,210
			c) Redeemable Non-Cumulative Preference Shares (RNCPS) (350 RNCPS of Rs. 10 million each issued to preference share holders of erstwhile ICICI Limited on amalgamation, redeemable at par on April 20, 2018)		3,500,000		3,500,000
			d) Unsecured redeemable debentures/bonds (subordinated debt included in Tier 2 capital)		222,079,732		223,261,041
			TOTAL BORROWINGS IN INDIA		642,782,916		710,502,463
II.	Borrowings outside India
		i) Capital instruments
			a) Innovative Perpetual Debt Instruments (IPDI) (qualifying as Tier 1 capital)		20,336,164		18,413,008
			b) Hybrid debt capital instruments issued as bonds/debentures (qualifying as upper Tier 2 capital)		58,918,180		53,348,947
			c) Unsecured redeemable debentures/bonds (subordinated debt included in Tier 2 capital)		8,939,380		12,224,275
		ii) Bonds and notes			394,138,872		315,107,768
		iii) Other borrowings1			710,305,178		619,285,733
			TOTAL BORROWINGS OUTSIDE INDIA		1,192,637,774		1,018,379,731
TOTAL BORROWINGS					1,835,420,690		1,728,882,194

1. Includes borrowings guaranteed by Government of India for the equivalent of Rs. 16,353.2 million (March 31, 2013: Rs.15,815.0 million).

2. Secured borrowings in I and II above amount to Rs.115,542.2 million (March 31, 2013: Rs. 106,283.5 million) except borrowings under Collateralised Borrowing and Lending Obligation, market repurchase transactions with banks and financial institutions and transactions under Liquidity Adjustment Facility.

F-13

ICICI Bank Limited and subsidiaries

Schedules forming part of the consolidated balance sheet (Continued)

SCHEDULE 5 - OTHER LIABILITIES AND PROVISIONS

(Rs. in thousands)

		At
		March 31, 2014		March 31, 2013
I.	Bills payable		52,159,029		43,210,852
II.	Inter-office adjustments (net)		--		1,347,187
III	Interest accrued		41,744,784		32,556,410
IV	Sundry creditors		150,222,220		164,667,776
V.	Provision for standard assets		21,443,762		19,095,238
VI	Others1		245,468,238		216,965,033
	TOTAL OTHER LIABILITIES AND PROVISIONS		511,038,033		477,842,496

1. Includes:

a) Proposed dividend amounting to Rs. 26,562.8 million (March 31, 2013: Rs. 23,072.3 million).

b)Corporate dividend tax payable amounting to Rs. 3,057.0 million (March 31, 2013: Rs. 3,308.7 million).

SCHEDULE 6 - CASH AND BALANCES WITH RESERVE BANK OF INDIA

  (Rs. in thousands)

	At
	March 31, 2014		March 31, 2013
I.Cash in hand (including foreign currency notes)		54,574,229		49,292,687
II.Balances with Reserve Bank of India in current accounts		166,395,080		143,769,333
TOTAL CASH AND BALANCES WITH RESERVE BANK OF INDIA		220,969,309		193,062,020

SCHEDULE 7 - BALANCES WITH BANKS AND MONEY AT CALL AND SHORT NOTICE

(Rs. in thousands)

	At
	March 31, 2014		March 31, 2013
I.  In India
i)  Balances with banks
a) in current accounts		5,042,179		4,294,956
b) in other deposit accounts		17,778,091		63,975,193
ii) Money at call and short notice
a) with banks		4,793,200		53,000,000
b) with other institutions		4,668,011		1,944,203
TOTAL		32,281,481		123,214,352
II. Outside India
i) in current accounts		92,533,334		55,358,220
ii) in other deposit accounts		44,572,426		87,295,053
iii) Money at call and short notice		92,225,714		34,778,925
TOTAL		229,331,474		177,432,198
TOTAL BALANCES WITH BANKS AND MONEY AT CALL AND SHORT NOTICE		261,612,955		300,646,550

F-14

SCHEDULE 8 - INVESTMENTS

  (Rs. in thousands)

	At
	March 31, 2014		March 31, 2013
I.  Investments in India (net of provisions)
i)     Government securities		1,147,471,623		1,097,604,436
ii)    Other approved securities		--		--
iii)   Shares (includes equity and preference shares) 1		55,717,884		51,197,259
iv)   Debentures and bonds		226,406,803		264,433,133
v)    Assets held to cover linked liabilities of life insurance business		603,104,321		575,208,274
vi)   Others (commercial paper, mutual fund units, pass through certificates, security receipts, certificate of deposits, Rural Infrastructure Development Fund deposits and other related investments)		573,456,669		472,423,718
TOTAL INVESTMENTS IN INDIA		2,606,157,300		2,460,866,820
II. Investments outside India (net of provisions)
i)    Government securities		42,362,035		48,086,185
ii)   Others (equity shares, bonds and certificate of deposits)		27,575,072		47,713,781
TOTAL INVESTMENTS OUTSIDE INDIA		69,937,107		95,799,966
TOTAL INVESTMENTS		2,676,094,407		2,556,666,786
III.  Investments in India
Gross value of investments2		2,621,061,870		2,485,525,836
Less: Aggregate of provision/depreciation/(appreciation)		14,904,570		24,659,016
Net investments		2,606,157,300		2,460,866,820
IV.  Investments outside India
Gross value of investments		70,663,959		95,528,312
Less: Aggregate of provision/depreciation/(appreciation)		726,852		(271,654	)
Net investments		69,937,107		95,799,966
TOTAL INVESTMENTS		2,676,094,407		2,556,666,786

1. Includes acquisition cost of investment in associates amounting to Rs 1,443.5 million (March 31, 2013: Rs. 1,443.5 million).

2. Includes net appreciation amounting to Rs. 68,366.6 million (March 31, 2013: Rs. 39,321.6 million) on investments held to cover linked liabilities of life insurance business.

F-15

ICICI Bank Limited and subsidiaries

Schedules forming part of the consolidated balance sheet (Continued)

SCHEDULE 9 - ADVANCES (net of provisions)

 (Rs. in thousands)

	At
	March 31, 2014		March 31, 2013
A.    i)     Bills purchased and discounted		93,042,405		69,689,970
ii)    Cash credits, overdrafts and loans repayable on demand		556,270,075		455,660,112
iii)   Term loans		3,224,105,326		2,774,391,183
TOTAL ADVANCES		3,873,417,806		3,299,741,265
B.    i)      Secured by tangible assets (includes advances against book debts)		3,215,667,074		2,777,704,336
ii)     Covered by bank/government guarantees		41,650,261		22,221,201
iii)    Unsecured		616,100,471		499,815,728
TOTAL ADVANCES		3,873,417,806		3,299,741,265
C.    I.     Advances in India
i)     Priority sector		645,514,532		593,479,333
ii)    Public sector		27,754,783		13,438,496
iii)   Banks		287,641		187,857
iv)   Others		1,872,438,122		1,613,882,876
TOTAL ADVANCES IN INDIA		2,545,995,078		2,220,988,562
II.    Advances outside India
i)     Due from banks		10,859,099		17,492,429
ii)    Due from others
a)   Bills purchased and discounted		37,002,621		21,068,811
b)   Syndicated and term loans		974,022,428		885,757,203
c)   Others		305,538,580		154,434,260
TOTAL ADVANCES OUTSIDE INDIA		1,327,422,728		1,078,752,703
TOTAL ADVANCES		3,873,417,806		3,299,741,265

F-16

ICICI Bank Limited and subsidiaries

Schedules forming part of the consolidated balance sheet (Continued)

SCHEDULE 10 - FIXED ASSETS

(Rs. in thousands)

	At
	March 31, 2014			March 31, 2013
I.      Premises
At cost at March 31 of preceding year		47,180,039			46,967,168
Additions during the year		1,697,914			1,710,528
Deductions during the year		(948,519	)		(1,497,657	)
Depreciation to date1		(11,149,408	)		(9,896,489	)
Net block2		36,780,026			37,283,550
II.    Other fixed assets (including furniture and fixtures)
At cost at March 31 of preceding year		47,651,424			45,135,661
Additions during the year		6,357,365			5,449,314
Deductions during the year		(3,207,297	)		(2,933,551	)
Depreciation to date3		(34,846,830	)		(32,548,701	)
Net block		15,954,662			15,102,723
III.   Assets given on Lease
At cost at March 31 of preceding year		17,509,544			17,509,544
Additions during the year		--			--
Deductions during the year		(210,000	)		--
Depreciation to date, accumulated lease adjustment and provisions4		(14,965,932	)		(15,161,230	)
Net block		2,333,612			2,348,314
TOTAL FIXED ASSETS		55,068,300			54,734,587

1. Includes depreciation charge amounting to Rs. 1,607.5 million (March 31, 2013: Rs. 1,638.8 million).

2. Includes assets of  Rs. 12.7 million of the Bank  (March 31, 2013: Nil) which are held for sale.

3. Includes depreciation charge amounting to Rs. 5,268.2 million (March 31, 2013: Rs. 4,590.9 million).

4. Includes depreciation charge/lease adjustment amounting to Rs. 317.0 million (March 31, 2013: Rs. 328.2 million).

SCHEDULE 11 – OTHER ASSETS

                                                                                                            (Rs. in thousands)

		At
		March 31, 2014		March 31, 2013
I.	Inter-office adjustments (net)		1,816,918		--
II.	Interest accrued		58,486,747		55,093,457
III.	Tax paid in advance/tax deducted at source (net)		45,492,908		41,873,082
IV.	Stationery and stamps		2,995		10,045
V.	Non-banking assets acquired in satisfaction of claims1		850,871		576,833
VI.	Advance for capital assets		1,189,102		1,358,102
VII.	Deposits		13,352,863		12,256,273
VIII.	Deferred tax asset (net)2		9,297,824		26,805,959
IX.	Others3		257,603,765		205,392,184
	TOTAL OTHER ASSETS		388,093,993		343,365,935

1. Includes certain non-banking assets acquired in satisfaction of claims which are in the process of being transferred in the Bank's name.

2. At March 31, 2014, net of deferred tax liabilities amounting to Rs. 14,192.3 million created on balance in Special Reserve at March 31, 2013 and Rs. 3,042.6 million on amount transferred to Special Reserve for the year ended March 31, 2014 in accordance with the RBI circular dated December 20, 2013.

3. Includes goodwill on consolidation amounting to Rs. 1,432.3 million (March 31, 2013:  Rs. 1,432.3 million).

F-17

SCHEDULE 12 - CONTINGENT LIABILITIES

(Rs. in thousands)

		At
		March 31, 2014		March 31, 2013
I.	Claims against the Group not acknowledged as debts		47,940,741		53,721,418
II.	Liability for partly paid investments		65,787		128,050
III.	Liability on account of outstanding forward exchange contracts1		2,856,365,473		2,984,263,552
IV.	Guarantees given on behalf of constituents
	a)   In India		759,742,814		718,450,966
	b)  Outside India		274,562,600		235,173,947
V.	Acceptances, endorsements and other obligations		506,296,301		623,110,066
VI.	Currency swaps1		615,713,817		563,086,874
VII.	Interest rate swaps, currency options and interest rate futures1		4,040,069,738		3,924,345,424
VIII.	Other items for which the Group is contingently liable		40,500,690		37,431,907
	TOTAL CONTINGENT LIABILITES		9,141,257,961		9,139,712,204

1. Represents notional amount.

SCHEDULE 13 - INTEREST EARNED

(Rs. in thousands)

				Year ended
		March 31, 2014		March 31, 2013		March 31, 2012
I.	Interest/discount on advances/bills		337,208,794		295,624,597		246,201,222
II.	Income on investments		142,448,360		133,188,599		113,762,938
III.	Interest on balances with Reserve Bank of India and other inter-bank funds		4,276,997		7,566,271		7,005,946
IV.	Others 1,2		10,858,325		12,466,427		12,978,481
	TOTAL INTEREST EARNED		494,792,476		448,845,894		379,948,587

1. Includes interest on income tax refunds amounting to Rs. 1,991.6 million (March 31, 2013: Rs. 2,704.0 million, March 31, 2012: Rs. 846.4 million).

2. Includes interest and amortisation of premium on non-trading interest rate swaps and foreign currency swaps.

F-18

ICICI Bank Limited and subsidiaries

Schedules forming part of the profit and loss account (Continued)

SCHEDULE 14 - OTHER INCOME

 (Rs. in thousands)

		Year ended
		March 31,  2014		March 31,  2013			March 31,  2012
I.	Commission, exchange and brokerage		73,240,952		62,767,457			63,154,629
II.	Profit/(loss) on sale of investments (net)		7,534,232		10,291,501			6,510,262
III.	Profit/(loss) on revaluation of investments (net)		3,637,251		(1,148,007	)		(3,776,816	)
IV.	Profit/(loss) on sale of land, buildings and other assets (net)1		1,352,001		339,276			(37,180	)
V.	Profit/(loss) on exchange transactions (net)2		20,206,580		14,850,316			14,174,661
VI.	Premium and other operating income from insurance business		193,319,150		203,944,026			204,877,907
VII.	Miscellaneous income (including lease income)3		1,555,906		2,153,505			1,730,714
TOTAL OTHER INCOME			300,846,072		293,198,074			286,634,177

1. Includes profit/(loss) on sale of assets given on lease.

2. Includes profit on repatriation of retained earnings from overseas branches.

3. Includes share of profit/(loss) from associates of Rs. 43.1 million (March 31, 2013: Rs. 65.4 million).

SCHEDULE 15 - INTEREST EXPENDED

(Rs. in thousands)

		Year ended
		March 31,  2014		March 31,  2013		March 31,  2012
I.	Interest on deposits		184,190,198		175,836,375		152,730,907
II.	Interest on Reserve Bank of India/inter-bank borrowings		25,068,313		23,598,608		19,575,112
III.	Others (including interest on borrowings of erstwhile ICICI Limited)		87,847,608		83,419,110		77,826,436
TOTAL INTEREST EXPENDED			297,106,119		282,854,093		250,132,455

F-19

ICICI Bank Limited and subsidiaries

Schedules forming part of the profit and loss account (Continued)

SCHEDULE 16 - OPERATING EXPENSES

(Rs. in thousands)

		Year ended
		March 31,  2014		March 31,  2013		March 31,  2012
I.	Payments to and provisions for employees		59,687,936		56,290,867		51,012,713
II.	Rent, taxes and lighting		11,038,531		9,975,234		9,413,874
III.	Printing and stationery		1,778,796		1,505,995		1,407,335
IV.	Advertisement and publicity		5,874,819		5,544,774		4,264,149
V.	Depreciation on property		6,875,673		5,926,565		6,291,795
VI.	Depreciation (including lease equalization) on leased assets		316,981		328,220		422,579
VII.	Directors' fees, allowances and expenses		48,938		41,630		36,126
VIII.	Auditors' fees and expenses		210,218		187,266		159,975
IX.	Law charges		1,229,598		1,222,079		842,420
X.	Postages, courier, telephones, etc		3,690,741		3,211,547		2,881,332
XI.	Repairs and maintenance		8,540,177		7,756,885		6,705,334
XII.	Insurance		2,740,339		2,080,482		2,131,595
XIII.	Direct marketing agency expenses		6,755,921		3,992,592		2,573,896
XIV.	Claims and benefits paid pertaining to insurance business		44,708,877		43,170,439		39,449,052
XV.	Other expenses pertaining to insurance business1		117,657,935		130,346,902		139,805,254
XVI.	Other expenditure		35,508,105		30,489,018		28,123,029
TOTAL OPERATING EXPENSES			306,663,585		302,070,495		295,520,458

1.   Includes commission expenses and reserves for actuarial liabilities ( including the investible portion of the premium on the unit-linked policies).

F-20

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Accounts

SCHEDULE 17

Significant accounting policies

Overview

ICICI Bank Limited, together with its subsidiaries, joint ventures and associates (collectively, the Group), is a diversified financial services group providing a wide range of banking and financial services including commercial banking, retail banking, project and corporate finance, working capital finance, insurance, venture capital and private equity, investment banking, broking and treasury products and services.

ICICI Bank Limited (the Bank), incorporated in Vadodara, India is a publicly held banking company governed by the Banking Regulation Act, 1949.

Principles of consolidation

The consolidated financial statements include the financials of ICICI Bank, its subsidiaries, associates and joint ventures.

Entities, in which the Bank holds, directly or indirectly, through subsidiaries and other consolidating entities, more than 50.00% of the voting rights or where it exercises control, over the composition of board of directors/governing body, are fully consolidated on a line-by-line basis in accordance with the provisions of AS 21. Investments in entities where the Bank has the ability to exercise significant influence are accounted for under the equity method of accounting and the pro-rata share of their profit/(loss) is included in the consolidated profit and loss account. Assets, liabilities, income and expenditure of jointly controlled entities are consolidated using the proportionate consolidation method. Under this method, the Bank’s share of each of the assets, liabilities, income and expenses of the jointly controlled entity is reported in separate line items in the consolidated financial statements. The Bank does not consolidate entities where the significant influence/control is intended to be temporary or entities which operate under severe long-term restrictions that impair their ability to transfer funds to parent/investing entity. All significant inter-company accounts and transactions are eliminated on consolidation.

Basis of preparation

The accounting and reporting policies of the Group used in the preparation of the consolidated financial statements conform to Generally Accepted Accounting Principles in India (Indian GAAP), the guidelines issued by the Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Insurance Regulatory and Development Authority (IRDA), National Housing Bank (NHB), the Accounting Standards (AS) issued by the Institute of Chartered Accountants of India (ICAI) and notified under the Companies (Accounting Standards) Rules, 2006 from time to time, as applicable to relevant companies and practices generally prevalent in the banking industry in India. In the case of the foreign subsidiaries, Generally Accepted Accounting Principles as applicable to the respective foreign subsidiaries are followed. The Group follows the accrual method of accounting except where otherwise stated, and the historical cost convention. In case the accounting policies followed by a subsidiary or joint venture are different from those followed by the Bank, the same have been disclosed in the respective accounting policy.

The preparation of consolidated financial statements requires the management to make estimates and assumptions that are considered in the reported amounts of assets and liabilities (including

F-21

contingent liabilities) as of the date of the consolidated financial statements and the reported income and expenses during the reporting period. Management believes that the estimates used in the preparation of the consolidated financial statements are prudent and reasonable. Future results could differ from these estimates.

The consolidated financial statements include the results of the following entities in addition to the Bank.

Sr. no.	Name of the entity	Country of incorporation	Nature of relationship	Nature of business	Ownership interest
1.	ICICI Bank UK PLC	United Kingdom	Subsidiary	Banking	100.00%
2.	ICICI Bank Canada	Canada	Subsidiary	Banking	100.00%
3.	ICICI Bank Eurasia Limited Liability Company	Russia	Subsidiary	Banking	100.00%
4.	ICICI Securities Limited	India	Subsidiary	Securities broking and merchant banking	100.00%
5.	ICICI Securities Holdings Inc.	USA	Subsidiary	Holding company	100.00%
6.	ICICI Securities Inc.	USA	Subsidiary	Securities broking	100.00%
7.	ICICI Securities Primary Dealership Limited	India	Subsidiary	Securities investment, trading and underwriting	100.00%
8.	ICICI Venture Funds Management Company Limited	India	Subsidiary	Private equity/venture capital fund management	100.00%
9.	ICICI Home Finance Company Limited	India	Subsidiary	Housing finance	100.00%
10.	ICICI Trusteeship Services Limited	India	Subsidiary	Trusteeship services	100.00%
11.	ICICI Investment Management Company Limited	India	Subsidiary	Asset management	100.00%
12.	ICICI International Limited	Mauritius	Subsidiary	Asset management	100.00%
13.	ICICI Prudential Pension Funds Management Company Limited1	India	Subsidiary	Pension fund management	100.00%
14.	ICICI Prudential Life Insurance Company Limited	India	Subsidiary	Life insurance	73.84%
15.	ICICI Lombard General Insurance Company Limited	India	Subsidiary	General insurance	73.22%
16.	ICICI Prudential Asset Management Company Limited	India	Subsidiary	Asset management company	51.00%
17.	ICICI Prudential Trust Limited	India	Subsidiary	Trustee company	50.80%
18.	ICICI Equity Fund	India	Consolidated as per AS 21	Unregistered venture capital fund	100.00%
19.	ICICI Strategic Investments Fund	India	Consolidated as per AS 21	Unregistered venture capital fund	100.00%
20.	ICICI Kinfra Limited	India	Consolidated as per AS 21	Infrastructure development consultancy	76.00%
21.	I-Ven Biotech Limited	India	Consolidated as per AS 21	Investment in research and development of biotechnology	100.00%
22.	FINO PayTech Limited2	India	Associate	Support services for financial inclusion	27.11%
23.	I-Process Services (India) Private Limited2	India	Associate	Services related to back end operations	19.00%

F-22

Sr. no.	Name of the entity	Country of incorporation	Nature of relationship	Nature of business	Ownership interest
24.	NIIT Institute of Finance Banking and Insurance Training Limited2	India	Associate	Education and training in banking and finance	18.79%
25.	ICICI Merchant Services Private Limited2	India	Associate	Merchant servicing	19.00%
26.	Mewar Aanchalik Gramin Bank2	India	Associate	Banking	35.00%
27.	India Infradebt Limited2	India	Associate	Infrastructure finance	31.00%

1. ICICI Prudential Pension Funds Management Company Limited is a wholly owned subsidiary of ICICI Prudential Life Insurance Company Limited.

2. These entities have been accounted as per the equity method as prescribed by AS 23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements’.

3. During the three months ended September 30, 2013, TCW/ICICI Investment Partners Limited ceased to be a Jointly controlled entity and accordingly, has not been accounted as per the proportionate consolidation method as per AS 27.

4. During the three months ended December 31, 2013, ICICI Venture Value Fund ceased to be a consolidating entity and accordingly, has not been consolidated.

5. During the three months ended March 31, 2014, ICICI Eco-net Internet and Technology Fund, ICICI Emerging Sectors Fund and Rainbow Fund ceased to be a consolidating entity and accordingly, have not been consolidated.

The financial statements of Comm Trade Services Limited have not been consolidated under AS 21, since the investment is temporary in nature. Investment in 3i Infotech Limited (3i Infotech) in which the Group holds 26.70% equity shares has not been accounted as per equity method under AS 23 at March 31, 2014 based on the severe long-term restrictions on 3i Infotech under restructuring arrangement that impair the ability of 3i Infotech to transfer funds to its investors and the Group’s continued intention to reduce the stake in 3i Infotech below 20.00% in the future.

SIGNIFICANT ACCOUNTING POLICIES

1. Transactions involving foreign exchange

The consolidated financial statements of the Group are reported in Indian rupees, the national currency of India. Foreign currency income and expenditure items are translated as follows:

· For domestic operations, at the exchange rates prevailing on the date of the transaction with the resultant gain or loss accounted for in the profit and loss account.

· For integral foreign operations, at daily closing rates with the resultant gain or loss accounted for in the profit and loss account. An integral foreign operation is a subsidiary, associate, joint venture or branch of the reporting enterprise, the activities of which are based or conducted in a country other than the country of the reporting enterprise but are an integral part of the reporting enterprise.

· For non-integral foreign operations, at the quarterly average closing rates with the resultant gains or losses accounted for as foreign currency translation reserve.

Monetary foreign currency assets and liabilities of domestic and integral foreign operations are translated at closing exchange rates notified by Foreign Exchange Dealers’ Association of India (FEDAI) relevant to the balance sheet date and the resulting gains/losses are included in the profit and loss account.

F-23

Both monetary and non-monetary foreign currency assets and liabilities of non-integral foreign operations are translated at closing exchange rates notified by FEDAI relevant to the balance sheet date and the resulting gains/losses from exchange differences are accumulated in the foreign currency translation reserve until the disposal of the net investment in the non-integral foreign operations. On the disposal/partial disposal of a non-integral foreign operation, the cumulative/proportionate amount of the exchange differences which has been accumulated in the foreign currency translation reserve  and which relates to that operation are recognised as income or expenses in the same period in which the gain or loss on disposal is recognised.

The premium or discount arising on inception of forward exchange contracts in domestic operations that are entered to establish the amount of reporting currency required or available at the settlement date of a transaction is amortised over the life of the contract. All other outstanding forward exchange contracts are revalued based on the exchange rates notified by FEDAI for specified maturities and at interpolated rates for contracts of interim maturities. The contracts of longer maturities where exchange rates are not notified by FEDAI are revalued, based on the forward exchange rates implied by the swap curves in respective currencies. The resultant gains or losses are recognised in the profit and loss account.

Contingent liabilities on account of guarantees, endorsements and other obligations denominated in foreign currency are disclosed at the closing exchange rates notified by FEDAI relevant to the balance sheet date.

2. Revenue recognition

· Interest income is recognised in the profit and loss account as it accrues except in the case of non-performing assets (NPAs) where it is recognised upon realisation, as per the income recognition and asset classification norms of RBI/NHB/other applicable guidelines.

· Income from finance leases is calculated by applying the interest rate implicit in the lease to the net investment outstanding on the lease over the primary lease period. Finance leases entered into prior to April 1, 2001 have been accounted for as per the Guidance Note on Accounting for Leases issued by ICAI. The finance leases entered post April 1, 2001 have been accounted for as per Accounting Standard 19 - Leases.

· Income on discounted instruments is recognised over the tenure of the instrument.

· Dividend income is accounted on an accrual basis when the right to receive the dividend is established.

· Loan processing fee is accounted for upfront when it becomes due except in the case of foreign banking subsidiaries, where it is amortised over the period of the loan.

· Project appraisal/structuring fee is accounted for on the completion of the agreed service.

· Arranger fee is accounted for as income when a significant portion of the arrangement/syndication is completed.

· Commission received on guarantees issued is amortised on a straight-line basis over the period of the guarantee.

· Fund management and portfolio management fees are recognised on an accrual basis.

· All other fees are accounted for as and when they become due.

F-24

· The Bank deals in bullion business on a consignment basis. The difference between price recovered from customers and cost of bullion is accounted for at the time of sale to the customers. The Bank also deals in bullion on a borrowing and lending basis and the interest paid/received is accounted on accrual basis.

· Income from securities brokerage activities is recognised as income on the trade date of the transaction. Brokerage income in relation to public or other issuances of securities is recognised based on mobilisation and terms of agreement with the client.

· Life insurance premium is recognised as income when due from policyholders. For unit linked business, premium is recognised when the associated units are created. Premium on lapsed policies is recognised as income when such policies are reinstated. Top-up premiums paid by unit linked policyholders’ are considered as single premium and recognised as income when the associated units are created. Income from unit linked policies, which includes fund management charges, policy administration charges, mortality charges and other charges, if any, are recovered from the linked funds in accordance with the terms and conditions of the policy and are recognised when due.

· In the case of general insurance business, premium is recorded for the policy period at the commencement of risk and for instalment cases, it is recorded on instalment due dates. Premium earned is recognised as income over the period of the risk or the contract period based on 1/365 method, whichever is appropriate, on a gross basis, net of service tax. Any subsequent revision to premium is recognised over the remaining period of risk or contract period. Adjustments to premium income arising on cancellation of policies are recognised in the period in which the policies are cancelled. Commission on re-insurance ceded is recognised as income in the period of ceding the risk. Profit commission under re-insurance treaties, wherever applicable, is recognised as income in the period of final determination of profits and combined with commission on reinsurance ceded.

· In the case of general insurance business, insurance premium on ceding of the risk is recognised in the period in which the risk commences. Any subsequent revision to premium ceded is recognised in the period of such revision. Adjustment to re-insurance premium arising on cancellation of policies is recognised in the period in which they are cancelled. In case of life insurance business, reinsurance premium ceded is accounted in accordance with the terms and conditions of the relevant treaties with the reinsurer. Profit commission on reinsurance ceded is netted off against premium ceded on reinsurance.

· In the case of general insurance business, premium deficiency is recognised when the sum of expected claim costs and related expenses and maintenance costs exceed the reserve for unexpired risks and is computed at a company level. The expected claim cost is calculated and duly certified by the Appointed Actuary.

3. Stock based compensation

The following entities within the group have granted stock options to their employees:

· ICICI Bank Limited

· ICICI Prudential Life Insurance Company Limited

· ICICI Lombard General Insurance Company Limited

The Employees Stock Option Scheme (the Scheme) of the Bank provides for grant of options on the Bank’s equity shares to wholetime directors and employees of the Bank and its subsidiaries. The Scheme provides that employees are granted an option to subscribe to equity shares of the Bank that vest in a graded manner. The options may be exercised within a specified period. ICICI Prudential Life

F-25

Insurance Company and ICICI Lombard General Insurance Company have also formulated similar stock option schemes for their employees for grant of equity shares of their respective companies.

The Group, except the banking subsidiaries, follows the intrinsic value method to account for its stock-based employee compensation plans. Compensation cost is measured as the excess, if any, of the fair market price of the underlying stock over the exercise price on the grant date and amortised over the vesting period. The fair market price is the latest closing price, immediately prior to the grant date, which is generally the date of the Board of Directors meeting in which the options are granted, on the stock exchange on which the shares of the Bank are listed. If the shares are listed on more than one stock exchange, then the stock exchange where there is highest trading volume on the said date is considered. In the case of ICICI Prudential Life Insurance Company and ICICI Lombard General Insurance Company, the fair value of the shares is determined based on an external valuation report. The banking subsidiaries namely, ICICI Bank UK and ICICI Bank Canada account for the cost of the options granted to employees by ICICI Bank using the fair value method based on binomial tree model.

4. Income taxes

Income tax expense is the aggregate amount of current tax and deferred tax expense incurred by the Group. The current tax expense and deferred tax expense is determined in accordance with the provisions of the Income Tax Act, 1961 and as per Accounting Standard 22 - Accounting for Taxes on Income, respectively. Deferred tax adjustments comprise changes in the deferred tax assets or liabilities during the year.

Deferred tax assets and liabilities are recognised by considering the impact of timing differences between taxable income and accounting income for the current year, and carry forward losses. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. The impact of changes in the deferred tax assets and liabilities is recognised in the profit and loss account.

Deferred tax assets are recognised and re-assessed at each reporting date, based upon the management’s judgement as to whether their realisation is considered as reasonably certain. However, in case of domestic companies, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets.

In the consolidated financial statements, deferred tax assets and liabilities are computed at an individual entity level and aggregated for consolidated reporting.

5. Claims and benefits paid

In the case of general insurance business, claims incurred comprise claims paid, estimated liability for outstanding claims made following a loss occurrence reported and estimated liability for claims incurred but not reported (IBNR) and claims incurred but not enough reported (IBNER). Further, claims incurred also include specific claim settlement costs such as survey/legal fees and other directly attributable costs. Claims (net of amounts receivable from re-insurers/co-insurers) are recognised on the date of intimation based on management estimates or on estimates from surveyors/insured in the respective revenue account. Estimated liability for outstanding claims at the balance sheet date is recorded net of claims recoverable from/payable to co-insurers/re-insurers and salvage to the extent there is certainty of realisation. Estimated liability for outstanding claim is determined by the entity on the basis of ultimate amounts likely to be paid on each claim based on the past experience/ actuarial valuation. These estimates are progressively revalidated on availability of further information. Claims IBNR represent that amount of claims that may have been incurred during the accounting period but have not been reported or claimed. The claims IBNR provision also includes provision, if any, required for claims IBNER. Estimated liability for claims IBNR/claims IBNER is based on an actuarial estimate duly certified by the Appointed Actuary of the entity.

F-26

         In the case of life insurance business, benefits paid comprise of policy benefits and claim settlement costs, if any. Death and rider claims are accounted for on receipt of intimation. Survival and maturity benefits are accounted when due. Withdrawals and surrenders under non linked policies are accounted on the receipt of intimation.

6. Liability for life policies in force

In the case of life insurance business, the liabilities for life policies in force are calculated in accordance with accepted actuarial practice, requirements of Insurance Act, 1938, regulations notified by the Insurance Regulatory and Development Authority of India and Actuarial Practice Standards of the Institute of Actuaries of India.

7. Reserve for unexpired risk

Reserve for unexpired risk is recognised net of re-insurance ceded and represents premium written that is attributable and to be allocated to succeeding accounting periods for risks to be borne by the entity under contractual obligations on contract period basis or risk period basis, whichever is appropriate. It is calculated on a daily pro-rata basis subject to a minimum of 50.00% of the aggregated premium, written on policies during the twelve months preceding the balance sheet date for fire, marine, cargo and miscellaneous business and 100.00% for marine hull business, on all unexpired policies at balance sheet date, in accordance with the provisions of the Insurance Act, 1938.

8. Actuarial method and valuation

In the case of life insurance business, the actuarial liability on both participating and non-participating policies is calculated using the gross premium method, using assumptions for interest, mortality, morbidity, expense and inflation, and in the case of participating policies, future bonuses together with allowance for taxation and allocation of profits to shareholders. These assumptions are determined as prudent estimates at the date of valuation with allowances for adverse deviations. No allowance is made for expected lapses.

The greater of liability calculated using discounted cash flows and unearned premium reserves is held for the unexpired portion of the risk for the non-unit liabilities of linked business and attached riders.

The unit liability in respect of linked business has been taken as the value of the units standing to the credit of policyholders, using the Net Asset Value (NAV) prevailing at the valuation date.

An unexpired risk reserve and a reserve in respect of claims incurred but not reported are created, for one year renewable group term insurance.

The interest rates used for valuing the liabilities are in the range of 4.87% to 5.77% per annum (previous year – 4.43% to 6.26% per annum).

Mortality rates used are based on the published “Indian Assured Lives Mortality (2006 – 2008)”. Ultimate Mortality Table for assurances and LIC 96-98 table for annuities, adjusted to reflect expected experience while morbidity rates used are based on CIBT 93 table, adjusted for expected experience, or on risk rates supplied by reinsurers.

Expenses are provided for at current levels, in respect of renewal expenses, with no allowance for future improvements but with an allowance for any expected worsening. Per policy renewal expenses for regular premium policies are assumed to inflate at 4.84% (previous year – 5.41%).

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9. Acquisition costs for insurance business

Acquisition costs are those costs that vary with and are primarily related to the acquisition of insurance contracts and are expensed in the period in which they are incurred.

10. Employee benefits

Gratuity

The Group pays gratuity to employees who retire or resign after a minimum prescribed period of continuous service and in case of employees at overseas locations as per the rules in force in the respective countries. The Group makes contribution to trusts which administer the funds on their own account or through insurance companies.

The actuarial gains or losses arising during the year are recognised in the profit and loss account.

Actuarial valuation of the gratuity liability is determined by an appointed actuary. Actuarial valuation of gratuity liability is determined based on certain assumptions regarding rate of interest, salary growth, mortality and staff attrition as per the projected unit credit method.

Superannuation fund

The Bank contributes 15.00% of the total annual basic salary of certain employees to a superannuation funds managed and administered by insurance companies for its employees. The Bank also gives an option to its employees, allowing them to receive the amount contributed by the Bank along with their monthly salary during their employment.

The amount so contributed/paid by the Bank to the superannuation fund or to employee during the year is recognised in the profit and loss account.

ICICI Prudential Life Insurance Company, ICICI Prudential Asset Management Company and ICICI Venture Funds Management Company have accrued for superannuation liability based on a percentage of basic salary payable to eligible employees for the period of service.

Pension

The Bank provides for pension, a defined benefit plan covering eligible employees of erstwhile Bank of Madura, erstwhile Sangli Bank and erstwhile Bank of Rajasthan. The Bank makes contribution to a trust which administers the funds on its own account or through insurance companies. The plan provides for pension payment including dearness relief on a monthly basis to these employees on their retirement based on the respective employee’s years of service with the Bank and applicable salary.

Actuarial valuation of the pension liability is determined by an actuary appointed by the Bank. Actuarial valuation of pension liability is calculated based on certain assumptions regarding rate of interest, salary growth, mortality and staff attrition as per the projected unit credit method.

The actuarial gains or losses arising during the year are recognised in the profit and loss account.

Employees covered by the pension plan are not eligible for employer’s contribution under the provident fund plan.

Provident fund

The Group is statutorily required to maintain a provident fund as a part of retirement benefits to its employees. Each employee contributes a certain percentage of his or her basic salary and the Group

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contributes an equal amount for eligible employees. The Group makes contribution as required by The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 to Employees’ Pension Scheme administered by the Regional Provident Fund Commissioner and the balance contributions are transferred to funds administered by trustees. The funds are invested according to the rules prescribed by the Government of India.

Actuarial valuation for the interest rate guarantee on the provident fund balances is determined by an appointed actuary.

The actuarial gains or losses arising during the year are recognised in the profit and loss account.

Leave encashment

The Group provides for leave encashment benefit based on actuarial valuation conducted by an independent actuary.

11. Provisions, contingent liabilities and contingent assets

The Group estimates the probability of any loss that might be incurred on outcome of contingencies on the basis of information available upto the date on which the consolidated financial statements are prepared. A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are determined based on management estimates of amounts required to settle the obligation at the balance sheet date, supplemented by experience of similar transactions. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates. In cases where the available information indicates that the loss on the contingency is reasonably possible but the amount of loss cannot be reasonably estimated, a disclosure to this effect is made in the consolidated financial statements. In case of remote possibility, neither provision nor disclosure is made in the consolidated financial statements. The Group does not account for or disclose contingent assets, if any.

12. Cash and cash equivalents

Cash and cash equivalents include cash in hand, balances with RBI, balances with other banks and money at call and short notice.

13. Investments

i) Investments of the Bank are accounted for in accordance with the extant RBI guidelines on investment classification and valuation as given below.

a) All Investment are classified into ‘Held to Maturity’, ‘Available for Sale’ and ‘Held for Trading’. Reclassifications, if any, in any category are accounted for as per the RBI guidelines. Under each classification, the investments are further categorized as (a) government securities, (b) other approved securities, (c) shares, (d) bonds and debentures and (e) others.

b) ‘Held to Maturity’ securities are carried at their acquisition cost or at amortised cost, if acquired at a premium over the face value. Any premium over the face value of fixed rate and floating rate securities acquired is amortised over the remaining period to maturity on a constant yield basis and straight line basis respectively.

c) ‘Available for Sale’ and ‘Held for Trading’ securities are valued periodically as per RBI guidelines. Any premium over the face value of fixed rate and floating rate investments in government securities, classified as ‘Available for Sale’, is amortised over the remaining

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period to maturity on constant yield basis and straight line basis respectively. Quoted investments are valued based on the trades/quotes on the recognised stock exchanges, subsidiary general ledger account transactions, price list of RBI or prices declared by Primary Dealers Association of India jointly with Fixed Income Money Market and Derivatives Association (FIMMDA), periodically.

The market/fair value of unquoted government securities which are in the nature of Statutory Liquidity Ratio (SLR) securities included in the ‘Available for Sale’ and ‘Held for Trading’ categories is as per the rates published by FIMMDA. The valuation of other unquoted fixed income securities wherever linked to the Yield-to-Maturity (YTM) rates, is computed with a mark-up (reflecting associated credit risk) over the YTM rates for government securities published by FIMMDA

Unquoted equity shares are valued at the break-up value, if the latest balance sheet is available or at Re.1 as per RBI guidelines.

Securities are valued scrip-wise and depreciation/appreciation is aggregated for each category. Net appreciation in each category, if any, being unrealised, is ignored, while net depreciation is provided for. Non-performing investments are identified based on the RBI guidelines.

d) Costs including brokerage and commission pertaining to investments, paid at the time of acquisition, are charged to the profit and loss account. Cost of investments is computed based on the First-In-First-Out (FIFO) method.

e) Profit/loss on sale of investments in the ‘Held to Maturity’ category is recognised in the profit and loss account and profit is thereafter appropriated (net of applicable taxes and statutory reserve requirements) to Capital Reserve. Profit/loss on sale of investments in ‘Available for sale’ and ‘Held for Trading’ categories is recognised in the profit and loss account.

f) Market repurchase and reverse repurchase transactions, are accounted for as borrowing and lending transactions respectively in accordance with the extant RBI guidelines. The transactions with RBI under Liquidity Adjustment Facility (LAF) are accounted for as borrowing and lending transactions.

g) Broken period interest (the amount of interest from the previous interest payment date till the date of purchase/sale of instruments) on debt instruments is treated as a revenue item.

h) At the end of each reporting period, security receipts issued by asset reconstruction companies are valued in accordance with the guidelines applicable to such instruments, prescribed by RBI from time to time. Accordingly, in cases where the cash flows from security receipts issued by asset reconstruction companies are limited to the actual realisation of the financial assets assigned to the instruments in the concerned scheme, the Bank reckons the net asset value obtained from the asset reconstruction company from time to time, for valuation of such investments at each reporting period end.

i) The Bank follows trade date method of accounting for purchase and sale of investments, except for government of India and state government securities where settlement date method of accounting is followed in accordance with RBI guidelines.

ii) The Bank’s consolidating venture capital funds carry investments at fair values, with unrealised gains and temporary losses on investments recognised as components of investors’ equity and accounted for in the unrealised investment reserve account. The realised gains and losses on investments and units in mutual funds and unrealised gains or losses on revaluation

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of units in mutual funds are accounted for in the profit and loss account. Provisions are made in respect of accrued income considered doubtful. Such provisions as well as any subsequent recoveries are recorded through the profit and loss account. Subscription to/purchase of investments are accounted at the cost of acquisition inclusive of brokerage, commission and stamp duty. Bonus shares and right entitlements are recorded when such benefits are known. Quoted investments are valued on the valuation date at the closing market price. Quoted investments that are not traded on the valuation date but are traded during the two months prior to the valuation date are valued at the latest known closing price. An appropriate discount is applied where the asset management company considers it necessary to reflect restrictions on disposal. Quoted investments not traded during the two months prior to the valuation date are treated as unquoted. Unquoted investments are valued at their estimated fair values by applying appropriate valuation methods. Where there is a decline, other than temporary in the carrying amounts of investments, the resultant reduction in the carrying amount is charged to the profit and loss account during the period in which such decline is identified.

iii) The Bank’s primary dealership and securities broking subsidiaries classifies the securities held with the intention of holding for short-term and trading as stock-in-trade and are valued at lower of cost or market value. The securities acquired with the intention of holding till maturity or for a longer period are classified as investments and are carried at cost. Appropriate provision is made for other than temporary diminution in the value of investments. Commission earned in respect of securities acquired upon devolvement is reduced from the cost of acquisition.

iv) The Bank’s housing finance subsidiary classifies its investments as current investments and long-term investments. Investments that are readily realisable and intended to be held for not more than a year are classified as current investments, which are carried at the lower of cost and net realisable value. All other investments are classified as long-term investments, which are carried at their acquisition cost or at amortised cost, if acquired at a premium over the face value. Any premium over the face value of the securities acquired is amortised over the remaining period to maturity on a constant yield basis. However, a provision for diminution in value is made to recognise any other than temporary decline in the value of such long-term investments.

v) The Bank’s overseas banking subsidiaries account for unrealised gain/loss, net of tax, on investment in ‘Available for Sale’ category directly in their reserves. Further, unrealised gain/loss on investment in ‘Held for Trading’ category is accounted directly in the profit and loss account. Investments in ‘Held to Maturity’ category are carried at amortised cost.

vi) In the case of life and general insurance businesses, investments are made in accordance with the Insurance Act, 1938, the IRDA (Investment) Regulations, 2000, and various other circulars/notifications issued by the IRDA in this context from time to time.

In the case of life insurance business, valuation of investments (other than linked business) is done on the following basis:

a. All debt securities and redeemable preference shares are considered as ‘Held to Maturity’ and accordingly stated at historical cost, subject to amortisation of premium or accretion of discount over the period of maturity/holding on a straight line basis.

b. Listed equity shares are stated at fair value being the last quoted closing price on the National Stock Exchange (NSE) (or BSE, in case the investments are not listed on NSE).

c. Mutual fund units at the balance sheet date are valued at the latest available net asset values of the respective fund.

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Unrealised gains/losses arising due to changes in the fair value of listed equity shares and mutual fund units are taken to ‘Revenue and other reserves’ and ‘Liabilities on policies in force’ in the balance sheet for Shareholders’ fund and Policyholders’ fund respectively for life insurance business.

In the case of general insurance business, valuation of investments is done on the following basis:

a. All debt securities including government securities and non-convertible preference shares are considered as ‘Held to Maturity’ and accordingly stated at amortised cost determined after amortisation of premium or accretion of discount on a straight line basis over the holding/maturity period.

b. Listed equities and convertible preference shares at the balance sheet date are stated at fair value, being the last quoted closing price on the NSE and in case these are not listed on NSE, then based on the last quoted closing price on the BSE.

c. Mutual fund investments (other than venture capital fund) are stated at fair value, being the closing net asset value at balance sheet date.

d. Investments other than mentioned above are valued at cost.

Unrealised gains/losses arising due to changes in the fair value of listed equity shares and mutual fund units are taken to ‘Revenue and other reserves’ in the balance sheet for general insurance business.

Insurance subsidiaries assess at each balance sheet date whether there is any indication that any investment in equity or units of mutual fund may be impaired. If any such indication exists, the carrying value of such investment is reduced to its recoverable amount and the impairment loss is recognised in the revenue(s)/profit and loss account.

The total proportion of investments for which subsidiaries have applied accounting policies different from the Bank as mentioned above, is approximately 16.16% of the total investments at March 31, 2014.

14. Provisions/write-offs on loans and other credit facilities

i) Loans and other credit facilities of the Bank are accounted for in accordance with the extant RBI guidelines as given below:

a) The Bank classifies its loans and investments, including at overseas branches, and overdues arising from crystallised derivative contracts, into performing and NPAs in accordance with RBI guidelines. Loans and advances held at the overseas branches that are identified as impaired as per host country regulations for reasons other than record of recovery, but which are standard as per the extant RBI guidelines, are classified as NPAs to the extent of amount outstanding in the host country. Further, NPAs are classified into sub-standard, doubtful and loss assets based on the criteria stipulated by RBI.

In the case of corporate loans and advances, provisions are made for sub-standard and doubtful assets at rates prescribed by RBI. Loss assets and the unsecured portion of doubtful assets are provided/written-off as per the extant RBI guidelines. For loans and advances booked in overseas branches, which are standard as per the extant RBI guidelines but are classified as NPAs based on host country guidelines, provisions are made as per the host country regulations. For loans and advances booked in overseas branches, which are NPAs as per the extant RBI guidelines and as per host country guidelines, provisions are made at the higher of the provisions

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required under RBI regulations and host country regulations. Provisions on homogeneous retail loans and advances, subject to minimum provisioning requirements of RBI, are assessed at a borrower level, on the basis of the ageing of the loans in the non-performing category.

The Bank holds specific provisions against non-performing loans and advances, general provision against performing loans and advances and floating provision taken over from erstwhile Bank of Rajasthan upon amalgamation. The assessment of incremental specific provisions is made after taking into consideration the existing specific provision held. The specific provisions on retail loans and advances held by the Bank are higher than the minimum regulatory requirements.

b) Provision on loans and advances restructured/rescheduled is made in accordance with the applicable RBI guidelines on restructuring of loans and advances by Banks.

In respect of non-performing loans and advances accounts subjected to restructuring, the account is upgraded to standard only after the specified period i.e. a period of one year after the date when first payment of interest or of principal, whichever is later, falls due, subject to satisfactory performance of the account during the period. A standard restructured loan is upgraded to the standard category when satisfactory payment performance is evidenced during the specified period and after the loan reverts to the normal level of standard asset provisions/risk weights.

c) Amounts recovered against debts written-off in earlier years and provisions no longer considered necessary in the context of the current status of the borrower are recognised in the profit and loss account.

d) In addition to the specific provision on NPAs, the Bank maintains a general provision on performing loans and advances at rates prescribed by RBI. For performing loans and advances in overseas branches, the general provision is made at higher of host country regulations requirement and RBI requirement.

e) In addition to the provisions required to be held according to the asset classification status, provisions are held for individual country exposures including indirect country risk (other than for home country exposure). The countries are categorised into seven risk categories namely insignificant, low, moderately low, moderate, moderately high, high and very high, and provisioning is made on exposures exceeding 180 days on a graded scale ranging from 0.25% to 25%. For exposures with contractual maturity of less than 180 days, provision is required to be held at 25% of the rates applicable to exposures exceeding 180 days. The indirect exposures will be reckoned at 50% of the exposure. If the country exposure (net) of the Bank in respect of each country does not exceed 1% of the total funded assets, no provision is required on such country exposure.

ii) In the case of the Bank’s housing finance subsidiary, loans and other credit facilities are classified as per the NHB guidelines into performing and non-performing assets. Further, NPAs are classified into sub-standard, doubtful and loss assets based on criteria stipulated by NHB. Additional provisions are made against specific non-performing assets over and above what is stated above, if in the opinion of the management, increased provisions are necessary.

iii) In the case of the Bank’s overseas banking subsidiaries, loans are stated net of allowance for credit losses. Loans are classified as impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition on the loan (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the loans that can be reliably estimated. An allowance for impairment losses is maintained at a level that management considers adequate to absorb

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identified credit related losses as well as losses that have occurred but have not yet been identified.

The total proportion of loans for which subsidiaries have applied accounting policies different from the Bank as mentioned above, is approximately 11.14% of the total loans at March 31, 2014.

15. Transfer and servicing of assets

The Bank transfers commercial and consumer loans through securitisation transactions. The transferred loans are de-recognised and gains/losses are accounted for only if the Bank surrenders the rights to benefits specified in the underlying securitised loan contract. Recourse and servicing obligations are accounted for net of provisions.

       In accordance with the RBI guidelines for securitisation of standard assets, with effect from February 1, 2006, the Bank accounts for any loss arising from securitisation immediately at the time of sale and the profit/premium arising from securitisation is amortised over the life of the securities issued or to be issued by the special purpose vehicle to which the assets are sold. In the case of loans sold to an asset reconstruction company, the excess provision is not reversed but is utilised to meet the shortfall/loss on account of sale of other financial assets to securitisation company (SC)/reconstruction company (RC).

In accordance with the RBI guidelines dated May 7, 2012 for securitisation of standard assets, with effect from May 7, 2012, the Bank accounts for any loss arising from securitisation immediately at the time of sale and the profit/premium arising from securitisation is amortised over the life of the transaction based on the method prescribed by RBI guidelines.

The Canadian subsidiary has entered into securitisation arrangements in respect of its originated and purchased mortgages. ICICI Bank Canada either retains substantially all the risk and rewards or retains control over these mortgages, hence these arrangements do not qualify for de-recognition accounting under their local accounting standards. It continues to recognise the mortgages securitised as “Loans and Advances” and the amounts received through securitisation are recognised as “Other borrowings”.

16. Fixed assets and depreciation

Premises and other fixed assets are carried at cost less accumulated depreciation and impairment, if any. Cost includes freight, duties, taxes and incidental expenses related to the acquisition and installation of the asset. Depreciation is charged over the estimated useful life of a fixed asset on a straight-line basis. The rates of depreciation for fixed assets for domestic group companies are not lower than the rates prescribed in Schedule XIV of the Companies Act, 1956.

Depreciation on leased assets and leasehold improvements is recognised on a straight-line basis using rates determined with reference to the primary period of lease or rates specified in Schedule XIV of the Companies Act, 1956, whichever is higher.

Assets purchased/sold during the period are depreciated on a pro-rata basis for the actual number of days the asset has been put to use.

In case of the Bank, items costing up to Rs. 5,000/- are depreciated fully over a period of 12 months from the date of purchase.

In case of revalued/impaired assets, depreciation is provided over the remaining useful life of the assets with reference to revised assets values.

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17. Accounting for derivative contracts

The Group enters into derivative contracts such as foreign currency options, interest rate and currency swaps, credit default swaps and cross currency interest rate swaps.

The swap contracts entered to hedge on-balance sheet assets and liabilities are structured such that they bear an opposite and offsetting impact with the underlying on-balance sheet items. The impact of such derivative instruments is correlated with the movement of underlying assets and liabilities and accounted pursuant to the principles of hedge accounting. Hedged swaps are accounted for on an accrual basis except in the case of the Bank’s United Kingdom and Canadian banking subsidiaries, where the hedging transactions and the hedged items (for the risks being hedged) are measured at fair value with changes recognised in the profit and loss account.

Foreign currency and rupee derivative contracts entered into for trading purposes are marked to market and the resulting gain or loss, (net of provisions, if any) is accounted for in the profit and loss account. Pursuant to RBI guidelines, any receivables under derivative contracts which remain overdue for more than 90 days and mark-to-market gains on other derivative contracts with the same counter-parties are reversed through the profit and loss account.

18. Impairment of assets

Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset with future net discounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment is recognised by debiting the profit and loss account and is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

19. Lease transactions

Lease payments for assets taken on operating lease are recognised as an expense in the profit and loss account over the lease term on straight line basis.

20. Earnings per share

Basic and diluted earnings per share are computed in accordance with Accounting Standard 20 – Earnings per share.

Basic Earnings Per Share is calculated by dividing the net profit or loss after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share reflect the potential dilution that could occur if contracts to issue equity shares were exercised or converted during the year. Diluted earnings per equity share is computed using the weighted average number of equity shares and dilutive potential equity shares issued by the group outstanding during the year, except where the results are anti-dilutive.

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SCHEDULE 18: NOTES FORMING PART OF THE ACCOUNTS

A.        The following additional disclosures have been made taking into account the requirements of Accounting Standards (ASs) and Reserve Bank of India (RBI) guidelines in this regard.

1. Earnings per share

Basic and diluted earnings per equity share are computed in accordance with AS 20–Earnings per share. Basic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. The diluted earnings per equity share is computed using the weighted average number of equity shares and weighted average number of dilutive potential equity shares outstanding during the year.

The following table sets forth, for the periods indicated, the computation of earnings per share.

Rupees in million, except per share data

	Year ended March 31, 2014		Year ended March 31, 2013
Basic
Weighted average no. of equity shares outstanding		1,154,317,577		1,153,066,422
Net profit		110,413.7		96,036.1
Basic earnings per share (Rs.)		95.65		83.29
Diluted
Weighted average no. of equity shares outstanding		1,158,893,790		1,157,455,610
Net profit		110,253.0		95,886.2
Diluted earnings per share (Rs.)		95.14		82.84
Nominal value per share (Rs.)		10.00		10.00

The dilutive impact is mainly due to options granted to employees by the Group.

2.  Related party transactions

The Group has transactions with its related parties comprising associates/other related entities and key management personnel and their relatives.

Associates/other related entities

FINO PayTech Limited, I-Process Services (India) Private Limited, NIIT Institute of Finance Banking and Insurance Training Limited, Comm Trade Services Limited, ICICI Foundation for Inclusive Growth, Rainbow Fund(upto December 31, 2013), ICICI Merchant Services Private Limited, Mewar Aanchalik Gramin Bank, India Infradebt Limited1.

1. This entity was incorporated and identified as a related party during the three months ended December 31, 2012.

Key management personnel

Chanda Kochhar, N. S. Kannan, K. Ramkumar, Rajiv Sabharwal.

Relatives of key management personnel

Mr. Deepak Kochhar, Mr. Arjun Kochhar, Ms. Aarti Kochhar, Mr. Mahesh Advani, Ms. Varuna Karna, Late Ms. Sunita R. Advani, Ms. Rangarajan Kumudalakshmi, Ms. Aditi Kannan, Mr. Narayanan Raghunathan, Mr. Narayanan Rangarajan, Mr. Narayanan Krishnamachari, Mr. R. Shyam, Ms. R. Suchithra, Mr. K. Jayakumar, Mr. R. Krishnaswamy, Ms. J. Krishnaswamy, Ms. Sangeeta Sabharwal.

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The following were the significant transactions between the Group and its related parties for the year ended March 31, 2014. A specific related party transaction is disclosed as a material related party transaction wherever it exceeds 10% of all related party transactions in that category.

Insurance services

During the year ended March 31, 2014 the Group received insurance premium from associates/other related entities amounting to Rs. 32.0 million (March 31, 2013: Rs. 25.2 million), from key management personnel of the Bank amounting to Rs. 1.3 million (March 31, 2013: Rs. 1.3 million) and from relatives of key management personnel amounting to Rs. 0.6 million (March 31, 2013: Rs. 0.3 million). The material transaction for the year ended March 31, 2014 were with FINO PayTech Limited amounting to Rs. 23.7 million (March 31, 2013: Rs. 20.5 million) and with ICICI Foundation for Inclusive Growth amounting to Rs. 4.2 million (March 31, 2013: Rs. 1.6 million).

During the year ended March 31, 2014, the Group paid insurance claims to associates/other related entities amounting to Rs. 0.5 million (March 31, 2013: Rs. 0.12 million). The material transactions for the year ended March 31, 2014 were with I-Process Services (India) Private Limited amounting to Rs. 0.4 million (March 31, 2013: Rs. 0.07 million) and with FINO PayTech Limited amounting to Rs. 0.1 million (March 31, 2013: Rs. 0.05 million).

Fees, commission and other income

During the year ended March 31, 2014, the Group received fees from its associates/other related entities amounting to Rs. 9.7 million (March 31, 2013: Rs. 13.9 million), from key management personnel of the Bank amounting to Rs. 0.0* million (March 31, 2013: Rs. 0.3 million) and from relatives of key management personnel of the Bank amounting to Rs. 0.1 million (March 31, 2013: Rs. 0.1 million). The material transactions for the year ended March 31, 2014 were with ICICI Merchant Services Private Limited amounting to Rs. 8.2 million (March 31, 2013: Rs. 13.1 million) and with NIIT Institute of Finance, Banking and Insurance Training Limited amounting to Rs. 1.5 million (March 31, 2013: Rs. 0.8 million).

* Insignificant amount.

Lease of premises, common corporate and facilities expenses

During the year ended March 31, 2014, the Group recovered from its associates/other related entities an amount of Rs. 91.3 million (March 31, 2013: Rs. 167.8 million) and from key management personnel of the Bank an amount of Nil (March 31, 2013: Rs. 0.1 million) for lease of premises, common corporate and facilities expenses. The material transactions for the year ended March 31, 2014 were with ICICI Foundation for Inclusive Growth amounting to Rs. 67.8 million (March 31, 2013: Nil), with FINO PayTech Limited amounting to Rs. 19.4 million (March 31, 2013: Rs. 19.9 million) and with ICICI Merchant Services Private Limited amounting to Rs. 0.7 million (March 31, 2013: Rs. 147.9 million).

Secondment of employees

During the year ended March 31, 2014, the Group recovered towards deputation of employees from I-Process Services (India) Private Limited amounting to Rs. 6.6 million (March 31, 2013: Rs. 6.6 million).

Brokerage, fees and other expenses

During the year ended March 31, 2014, the Group paid brokerage/fees and other expenses to its associates/other related entities amounting to Rs. 3,585.2 million (March 31, 2013: Rs. 3,357.3 million). The material transactions for the year ended March 31, 2014 were with I-Process Services (India) Private

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Limited amounting to Rs. 1,664.2 million (March 31, 2013: Rs. 1,045.2 million), ICICI Merchant Services Private Limited amounting to Rs. 1,353.3 million (March 31, 2013: Rs. 1,305.2 million) and with FINO PayTech Limited amounting to Rs. 473.9 million (March 31, 2013: Rs. 962.6 million).

Purchase of investments

During the year ended March 31, 2014, the Group invested in the equity shares of India Infradebt Limited amounting to Nil (March 31, 2013: Rs.930.0million) and applied for equity shares of Mewar Aanchalik Gramin Bank amounting to Nil(March 31, 2013: Rs.18.6 million).

Sale of investments

During the year ended March 31, 2014, the Group sold certain investments to Mewar Aanchalik Gramin Bank amounting to Rs. 147.8 million (March 31, 2013: Nil).

Interest expenses

During the year ended March 31, 2014, the Group paid interest to its associates/other related entities amounting to Rs. 345.0 million (March 31, 2013: Rs. 265.1 million), to its key management personnel amounting to Rs. 4.2 million (March 31, 2013: Rs. 2.9 million) and to relatives of key management personnel amounting to Rs. 1.7 million (March 31, 2013: Rs. 1.7 million). The material transactions for the year ended March 31, 2014 were with India Infradebt Limited amounting to Rs. 268.6 million (March 31, 2013: Rs. 84.5 million) and with Mewar Aanchalik Gramin Bank amounting to Rs. 70.0 million (March 31, 2013: Rs. 162.4 million).

Interest income

During the year ended March 31, 2014, the Group received interest from its associates/other related entities amounting to Rs. 55.8 million (March 31, 2013: Rs. 97.7 million), from its key management personnel amounting to Rs. 0.9 million (March 31, 2013: Rs. 0.4 million) and from relatives of key management personnel amounting to Rs. 0.6 million (March 31, 2013: Rs. 0.7 million). The material transactions for the year ended March 31, 2014 were with ICICI Merchant Services Private Limited amounting to Rs. 48.0 million (March 31, 2013: Rs. 47.5 million) and with Mewar Aanchalik Gramin Bank amounting to Rs. 7.5 million (March 31, 2013: Rs. 47.2 million).

Dividend paid

During the year ended March 31, 2014, the Bank paid dividend to its key management personnel amounting to Rs. 8.1 million (March 31, 2013: Rs. 6.7 million). The dividend paid during the year ended March 31, 2014 to Ms. Chanda Kochhar was Rs. 6.6 million (March 31, 2013: Rs. 5.1 million), to Mr. N. S. Kannan was Rs. 1.5 million (March 31, 2013: Rs. 1.2 million) and to Mr. K. Ramkumar was Nil (March 31, 2013: Rs. 0.4 million).

Remuneration to whole-time directors

Remuneration paid to the whole-time directors of the Bank during the year ended March 31, 2014 was Rs. 168.7 million (March 31, 2013: Rs. 154.9 million). The remuneration paid for the year ended March 31, 2014 to Ms. Chanda Kochhar was Rs. 58.3 million (March 31, 2013: Rs. 54.2 million), to Mr. N. S. Kannan was Rs. 33.6 million (March 31, 2013: Rs. 32.2 million), to Mr. K. Ramkumar was Rs. 46.9 million (March 31, 2013: Rs. 42.7 million) and to Mr. Rajiv Sabharwal was Rs. 29.9 million (March 31, 2013: Rs. 25.8 million).

F-38

Sale of fixed assets

During the year ended March 31, 2014, the Group sold fixed assets to its associates/other related entities amounting to Rs. 2.7 million (March 31, 2013: Nil) and to its key management personnel amounting to Nil(March 31, 2013: Rs. 0.7 million). The material transactions for the year ended March 31, 2014 were with India Infradebt Limited amounting to Rs. 2.7 million (March 31, 2013:Nil) and with Mr. K. Ramkumar amounting to Nil (March 31, 2013: Rs. 0.7 million).

Donation

During the year ended March 31, 2014, the Group has given donation to ICICI Foundation for Inclusive Growth amounting to Rs. 257.6 million (March 31, 2013: Rs.104.0 million).

Related party balances

The following table sets forth, for the periods indicated, the balance payable to/receivable from its associates/other related entities.

Rs. in million

Items	At March 31, 2014		At March 31, 2013
Deposits with the Group		4,231.9		5,084.8
Advances		2.4		305.5
Investments of the Group in related parties		1,903.6		1,903.6
Investments of related parties in the Group		15.0		15.0
Payables		381.0		1,279.2
Guarantees issued by the Group		0.1		0.1

The following table sets forth, for the periods indicated, the balance payable to/receivable from key management personnel:

          Rs. in million, except number of shares

Items	At March 31, 2014		At March 31, 2013
Deposits		51.0		60.5
Advances		28.0		5.7
Investments		4.2		4.1
Employee Stock Options Outstanding (Numbers)		3,760,000		3,172,500
Employee Stock Options Exercised1		0.4		0.5

1. During the year ended March 31, 2014, 37,500 employee stock options were exercised by the key management personnel of   the Bank (March 31, 2013: 54,000), which have been reported at face value.

The following table sets forth, for the periods indicated, the balance payable to/receivable from relatives of key management personnel:

Rs. in million

Items	At March 31, 2014		At March 31, 2013
Deposits		28.7		23.6
Advances		6.1		6.9

F-39

The following table sets forth, for the periods indicated, the maximum balance payable to/receivable from key management personnel:

Rs. in million

Items	Year ended March 31, 2014		Year ended March 31, 2013
Deposits		83.2		74.3
Advances		30.7		10.4
Investments1		4.2		4.1

1. Maximum balances are determined based on comparison of the total outstanding balances at each quarter end during the financial year.

The following table sets forth, for the periods indicated, the maximum balance payable to/receivable from relatives of key management personnel:

Rs. in million

Items	Year ended March 31, 2014		Year ended March 31, 2013
Deposits		30.1		44.6
Advances		8.3		7.9

3. 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 10% of the aggregate number of the issued equity shares of the Bank on the date(s) of the grant of options. Under the stock option scheme, eligible employees are entitled to apply for equity shares. Options granted till March 31, 2004 vested in a graded manner over a three-year period, with 20%, 30% and 50% of the grants vesting in each year commencing from the end of 12 months from the date of grant. Options granted after April 1, 2004 vest in a graded manner over a four-year period, with 20%, 20%, 30% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant. Options granted in April 2009 vest in a graded manner over a five year period with 20%, 20%, 30% and 30% of grant vesting each year, commencing from the end of 24 months from the date of grant. Options granted in September, 2011 vest in a graded manner over a five years period with 15%, 20%, 20% and 45% of grant vesting each year, commencing from the end of 24 months from the date of the grant. The options can be exercised within 10 years from the date of grant or five years from the date of vesting, whichever is later. The exercise price of ICICI Bank’s options was the last closing price on the stock exchange, which recorded highest trading volume preceding the date of grant of options. Hence, there was no compensation cost based on intrinsic value of options.

In February, 2011, the Bank granted 3,035,000 options to eligible employees and whole-time Directors of ICICI Bank and certain of its subsidiaries at an exercise price of Rs. 967. Of these options granted, 50% would vest on April 30, 2014 and the balance 50% would vest on April 30, 2015. The options can be exercised within 10 years from the date of grant or five years from the date of vesting, whichever is later. Based on intrinsic value of options, compensation cost of Rs. 20.9 million was recognised during the year ended March 31, 2014 (March 31, 2013: Rs. 21.0 million).

If ICICI Bank had used the fair value of options based on binomial tree model, compensation cost in the year ended March 31, 2014 would have been higher by Rs. 2,359.8 million and proforma profit after tax would have been Rs. 95.74 billion. The key assumptions used to estimate the fair value of options granted during the year ended March 31, 2014 are given below.

Risk-free interest rate	7.60% to 9.12%
Expected life	6.35 years
Expected volatility	48.70% to 48.96%
Expected dividend yield	1.70% to 1.96%

F-40

The weighted average fair value of options granted during the year ended March 31, 2014 is Rs. 592.94 per option (March 31, 2013: Rs. 434.91). 

A summary of the status of the Bank’s stock option plan is given below.

Rs. except number of options

	Stock options outstanding
	Year ended March 31, 2014				Year ended March 31, 2013
Particulars	Number of options		Weighted Average Exercise Price		Number of options		Weighted Average Exercise Price
Outstanding at the beginning of the year		25,980,453		855.18		23,199,545		846.94
Add: Granted during the year		4,419,650		1,177.17		4,450,200		844.53
Less: Lapsed during the year, net of re-issuance		890,210		961.65		802,019		929.35
Less: Exercised during the year		1,405,540		530.56		867,273		511.63
Outstanding at the end of the year		28,104,353		918.68		25,980,453		855.18
Options exercisable		14,608,343		833.48		13,597,383		793.57

A summary of stock options outstanding at March 31, 2014 is given below.

Range of exercise price (Rs. per share)	Number of shares arising out of options		Weighted average exercise price (Rs. per share)		Weighted average remaining contractual life (Number of years)
300-599		4,082,048		482.39		2.44
600-999		16,041,045		917.49		5.66
1,000-1,399		7,981,260		1,144.22		8.15

A summary of stock options outstanding at March 31, 2013 is given below.

Range of exercise price (Rs. per share)	Number of shares arising out of options		Weighted average exercise price (Rs. per share)		Weighted average remaining contractual life (Number of years)
105-299		12,675		132.05		0.07
300-599		5,229,338		470.26		3.35
600-999		16,827,750		917.10		6.66
1,000-1,399		3,910,690		1,105.80		8.06

The options were exercised regularly throughout the period and weighted average share price as per NSE price volume data during the year ended March 31, 2014 was Rs. 1,046.61 (March 31, 2013: Rs. 1,000.21).

ICICI Life:

ICICI Prudential Life Insurance Company has formulated ESOS for their employees.

For ICICI Prudential Life Insurance Company there is no compensation cost for the year ended March 31, 2014 based on the intrinsic value of options. If the entity had used the fair value approach for accounting of options, based on the binomial tree model, compensation cost for the year ended March 31, 2014 would have been higher by Nil (March 31, 2013: Rs. 2.4 million).

F-41

The following table sets forth, for the periods indicated, a summary of the status of the stock option plan of ICICI Prudential Life Insurance Company.

Rs. except number of options

	Stock options outstanding
	Year ended March 31, 2014				Year ended March 31, 2013
Particulars	Number of shares		Weighted average exercise Price		Number of shares		Weighted average exercise Price
Outstanding at the beginning of the year		12,287,604		210.60		12,778,898		211.43
Add: Granted during the year		..		..		..		..
Less: Forfeited/ lapsed during the year		2,087,905		264.45		401,169		275.60
Less : Exercised during the year		330,501		69.30		90,125		70.00
Outstanding at the end of the year		9,869,198		203.81		12,287,604		210.60
Options exercisable		9,869,198		203.81		12,287,604		210.60

The following table sets forth, summary of stock options outstanding of ICICI Prudential Life Insurance Company at March 31, 2014.

Range of exercise price (Rs. per share)	Number of shares arising out of options (Number of shares)		Weighted average exercise price (Rs. per share)		Weighted average remaining contractual life (Number of years)
30-400		9,869,198		203.81		3.0

ICICI General:

ICICI Lombard General Insurance Company has formulated ESOS for their employees. There is no compensation cost for the year ended March 31, 2014 based on the intrinsic value of options. If the entity had used the fair value approach for accounting of options, based on the binomial tree model, compensation cost for the year ended March 31, 2014 would have been higher by Rs. 20.6 million (March 31, 2013: Rs. 7.5 million).

The following table sets forth, for the periods indicated, a summary of the status of the stock option plan of ICICI Lombard General Insurance Company.

 Rs. except number of options

	Stock options outstanding
	Year ended March 31, 2014				Year ended March 31, 2013
Particulars	Number of shares		Weighted Average Exercise Price		Number of shares		Weighted Average Exercise Price
Outstanding at the beginning of the year		11,097,924		100.35		12,449,262		99.33
Add: Granted during the year…		..		..		..		..
Less: Forfeited/ lapsed during the year		318,750		111.71		854,912		118.57
Less : Exercised during the year		934,680		43.40		496,426		43.68
Outstanding at the end of the year		9,844,494		105.39		11,097,924		100.35
Options exercisable		9,153,684		105.26		9,235,704		98.95

F-42

The following table sets forth, summary of stock options outstanding of ICICI Lombard General Insurance Company at March 31, 2014.

Range of exercise price (Rs. per share)	Number of shares arising out of options (Number of shares)		Weighted average exercise price (Rs. per share)		Weighted average remaining contractual life (Number of years)
35 – 200		9,844,494		105.39		3.96

If the Group had used the fair value of options based on the binomial tree model, the compensation cost for the year ended March 31, 2014 would have been higher by Rs. 2,273.0 million (March 31, 2013: Rs. 1,795.5 million) and the proforma consolidated profit after tax would have been Rs. 108.14 billion (March 31, 2013: Rs. 94.24 billion). On a proforma basis, the Group’s basic earnings per share would have been Rs. 93.68 (March 31, 2013: Rs. 81.73) and diluted earnings per share would have been Rs. 93.18 (March 31, 2013: Rs. 81.29).

4.  Fixed assets

The following table sets forth, for the periods indicated, the movement in software acquired by the Group, as included in fixed assets.

Rs. in million

Particulars	At March 31, 2014			At March 31, 2013
At cost at March 31 of preceding year		12,102.3			10,166.5
Additions during the year		1,533.2			2,092.9
Deductions during the year		(110.5	)		(157.1	)
Depreciation to date		(10,213.9	)		(8,813.9	)
Net block		3,311.1			3,288.4

5.  Assets on lease

 Assets taken under operating lease

The following table sets forth, for the periods indicated, the details of future rentals payable on operating leases.

Rs. in million

Particulars	At March 31, 2014		At March 31, 2013
Not later than one year		666.6		732.3
Later than one year and not later than five years		1,260.0		1,940.1
Later than five years		115.5		165.9
Total		2,042.1		2,838.3

The terms of renewal are those normally prevalent in similar agreements and there are no undue restrictions in the agreements.

6. Preference shares

Certain government securities amounting to Rs. 2,970.9 million at March 31, 2014 (March 31, 2013: Rs. 2,749.9 million) have been earmarked against redemption of preference shares issued by the Bank, which fall due for redemption on April 20, 2018, as per the original issue terms.

F-43

7. Provisions and contingencies

The following table sets forth, for the periods indicated, the break-up of provisions and contingencies included in profit and loss account.

             Rs. in million

Particulars	Year ended March 31, 2014		Year ended March 31, 2013
Provision for depreciation of investments		1,628.8		1,717.7
Provision towards non-performing and other assets		24,818.3		15,513.8
Provision towards income tax		43,158.7		33,701.4
Deferred tax adjustment		2,885.3		1,096.2
Provision towards wealth tax		51.1		71.2
Other provision and contingencies1		2,555.5		3,720.1
Total provisions and contingencies		75,097.7		55,820.5

1. Includes provision made towards standard assets amounting to Rs. 1,592.0 million (March 31, 2013: Rs. 1,349.9 million)

8. Staff retirement benefits

Pension

The following tables set forth, for the periods indicated, movement of the present value of the defined benefit obligation, fair value of plan assets and other details for pension benefits.

                                                                                                             Rs. in million

Particulars	Pension
	Year ended March 31, 2014			Year ended March 31, 2013
Opening obligations		10,392.5			9,602.7
Service cost		240.3			250.6
Interest cost		833.7			793.7
Actuarial (gain)/loss		998.5			2,017.8
Liabilities extinguished on settlement		(2,012.8	)		(1,960.1	)
Benefits paid		(242.3	)		(312.2	)
Obligations at the end of the year		10,209.9			10,392.5
Opening plan assets, at fair value		9,526.8			9,379.5
Expected return on plan assets		772.0			728.5
Actuarial gain/(loss)		(29.1	)		102.3
Assets distributed on settlement		(2,236.5	)		(2,177.9	)
Contributions		1,227.9			1,806.6
Benefits paid		(242.3	)		(312.2	)
Closing plan assets, at fair value		9,018.8			9,526.8
Fair value of plan assets at the end of the year		9,018.8			9,526.8
Present value of the defined benefit obligations at the end of the year		(10,209.9	)		(10,392.5	)
Amount not recognized as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)		..			..
Asset/(liability)		(1,191.1	)		(865.7	)
Cost for the year
Service cost		240.3			250.6
Interest cost		833.7			793.7
Expected return on plan assets		(772.0	)		(728.5	)
Actuarial (gain)/loss		1,027.6			1,915.5

F-44

Particulars	Pension
	Year ended March 31, 2014			Year ended March 31, 2013
Curtailments & settlements (gain)/loss		223.7			217.8
Effect of the limit in para 59(b) of AS 15 on ‘employee benefits’		..			..
Net cost		1,553.3			2,449.1
Actual Return on Plan Assets		742.9			828.7
Expected employer’s contribution next year		1,000.0			670.0
Investment details of plan assets
Insurer Managed Funds1		80.86	%		77.74	%
Government of India securities		7.50	%		7.62	%
Corporate Bonds		9.00	%		9.31	%
Others		2.65	%		5.33	%
Assumptions
Interest rate		9.25	%		8.00	%
Salary escalation rate:
On Basic Pay		1.50	%		1.50	%
On Dearness Relief		7.00	%		7.00	%
Estimated rate of return on plan assets		8.00	%		8.00	%

1. Majority of the funds are invested in Government of India securities and corporate bonds.

Estimated rate of return on plan assets is based on our expectation of the average long-term rate of return on investments of the Fund during the estimated term of the obligations.

Experience adjustment

                         Rs. in million

Particulars	Year ended March 31, 2014			Year ended March 31, 2013			Year ended March 31, 2012			Year ended March 31, 2011			Year ended March 31, 2010
Plan assets		9,018.8			9,526.8			9,379.5			8,467.4			1,839.9
Defined benefit obligations		(10,209.9	)		(10,392.5	)		(9,602.7	)		(8,842.9	)		(1,748.7	)
Amount not recognized as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)		..			..			..			..			(7.7	)
Surplus/(deficit)		(1,191.1	)		(865.7	)		(223.2	)		(375.5	)		83.5
Experience adjustment on plan assets		(29.1	)		102.3			51.7			69.1			(130.7	)
Experience adjustment on plan liabilities		2,549.6			1,525.2			2,692.3			689.7			196.9

Gratuity

The following table sets forth, for the periods indicated, movement of the present value of the defined benefit obligation, fair value of plan assets and other details for gratuity benefits of the Group.

                                   Rs. in million

Particulars	Gratuity
	Year ended March 31, 2014		Year ended March 31, 2013
Defined benefit obligation liability
Opening obligations		6,887.3		6,257.9

F-45

Particulars	Gratuity
	Year ended March 31, 2014			Year ended March 31, 2013
Add: Adjustment for exchange fluctuation on opening obligation		5.8			3.8
Adjusted opening obligations		6,893.1			6,261.7
Service cost		649.0			522.9
Interest cost		557.3			519.1
Actuarial (gain)/loss		(93.5	)		362.1
Past service cost		..			0.6
Obligation transferred from/to other companies		(2.0	)		10.5
Benefits paid		(751.3	)		(789.6	)
Obligations at the end of the year		7,252.6			6,887.3
Opening plan assets, at fair value		6,394.9			5,724.3
Expected return on plan assets		493.3			427.6
Actuarial gain/(loss)		(8.4	)		51.0
Contributions		617.8			970.1
Asset transfer from/to other companies		(2.0	)		11.5
Benefits paid		(751.3	)		(789.6	)
Closing plan assets, at fair value		6,744.3			6,394.9
Fair value of plan assets at the end of the year		6,744.3			6,394.9
Present value of the defined benefit obligations at the end of the year		(7,252.6	)		(6,887.3	)
Unrecognised past service cost		..			..
Amount not recognised as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’		(0.1	)		(0.5	)
Asset/(liability)		(508.4	)		(492.9	)
Cost for the year
Service cost		649.0			522.9
Interest cost		557.3			519.1
Expected return on plan assets		(493.3	)		(427.6	)
Actuarial (gain)/loss		(85.1	)		311.1
Past service cost		..			11.4
Losses/(gains) on "Acquisition/Divestiture"		..			..
Exchange fluctuation loss/(gain)		5.8			3.8
Effect of the limit in para 59(b) of AS 15 on ‘employee benefits’		(0.5	)		(0.7	)
Net cost		633.2			940.0
Actual Return on Plan Assets		484.5			478.6
Expected employer’s contribution next year		732.7			666.9
Investment details of plan assets
Insurer Managed Funds		23.07	%		22.06	%
Government of India securities		14.23	%		24.28	%
Corporate Bonds		25.77	%		24.05	%
Special Deposit schemes		4.32	%		4.55	%
Equity		10.66	%		11.15	%
Others		21.95	%		13.91	%
Assumptions
Interest rate		8.70%-9.33	%		7.80%-8.23	%
Salary escalation rate		5.00%-10.00	%		5.00%-10.00	%
Estimated rate of return on plan assets		7.50%-8.00	%		7.50%-8.00	%

F-46

Estimated rate of return on plan assets is based on the expectation of the average long-term rate of return on investments of the Fund during the estimated term of the obligations.

Experience adjustment

                                                                     Rs. in million

Particulars	Year ended March 31, 2014			Year ended March 31, 2013			Year ended March 31, 2012			Year ended March 31, 2011			Year ended March 31, 2010
Plan assets		6,744.3			6,394.9			5,724.3			5,855.8			3,073.2
Defined benefit obligations		(7,252.6	)		(6,887.3	)		(6,257.9	)		(5,943.4	)		(3,089.6	)
Amount not recognised as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)		(0.1	)		(0.5	)		..			..			(47.9	)
Surplus/(deficit)		(508.4	)		(492.9	)		(533.6	)		(87.7	)		(64.3	)
Experience adjustment on plan assets		(8.4	)		51.0			23.1			(90.5	)		194.8
Experience adjustment on plan liabilities		308.7			216.0			119.4			(72.8	)		(21.2	)

The estimates of future salary increases, considered in actuarial valuation, take into consideration inflation, seniority, promotion and other relevant factors.

Provident Fund (PF)

The Group has made a provision of Rs. 3.5 million towards interest rate guarantee on exempt provident fund on the basis of actuarial valuation for the year ended March 31, 2014 (March 31, 2013: Nil).

Rs. in million

Particulars	Year ended March 31, 2014			Year ended March 31, 2013
Opening obligations		16,136.8			14,285.9
Service cost		1,126.5			931.3
Interest cost		1,284.7			1,180.3
Actuarial (gain)/loss		(9.9	)		24.2
Employees contribution		1,923.9			1,626.0
Obligations transferred from/to other companies		32.8			62.3
Benefits paid		(2,138.6	)		(1,973.2	)
Obligations at end of the year		18,356.2			16,136.8
Opening plan assets		16,136.8			14,267.4
Expected return on plan assets		1,407.6			1,205.7
Actuarial gain/(loss)		(136.3	)		17.3
Employer contributions		1,126.5			931.3
Employees contributions		1,923.9			1,626.0
Assets transferred from/to other companies		32.8			62.3
Benefits paid		(2,138.6	)		(1,973.2	)
Closing plan assets		18,352.7			16,136.8
Plan assets at the end of the year		18,352.7			16,136.8
Present value of the defined benefit obligations at the end of the year		(18,356.2	)		(16,136.8	)
Asset/(liability)		(3.5	)		..

F-47

Particulars	Year ended March 31, 2014			Year ended March 31, 2013
Cost for the year
Service cost		1,126.5			931.3
Interest cost		1,284.7			1,180.3
Expected return on plan assets		(1,407.6	)		(1,205.7	)
Actuarial (gain)/loss		126.4			6.8
Net cost		1,130.0			912.7
Actual Return on Plan Assets		1,271.3			1,223.1
Expected employer's contribution next year		1,201.6			1,097.4
Investment details of plan assets
Government of India Securities		39.76	%		40.14	%
Corporate Bonds		51.21	%		48.77	%
Special Deposit Scheme		2.91	%		3.31	%
Others		6.12	%		7.78	%
Assumptions
Discount rate		8.70%-9.30	%		7.80%-8.00	%
Expected rate of return on assets		8.25%-9.04	%		8.26%-8.95	%
Discount rate for the remaining term to maturity of investments		8.92%-9.12	%		7.91%-8.05	%
Average historic yield on the investment		8.25%-8.90	%		8.30%-8.86	%
Guaranteed rate of return		8.75	%		8.50	%

Experience adjustment

Rs. in million

Particulars	Year ended March 31, 2014			Year ended March 31, 2013
Plan assets		18,352.7			16,136.8
Defined benefit obligations		(18,356.2	)		(16,136.8	)
Amount not recognised as an asset (limit in para 59(b) AS 15 on ‘employee benefits’)		..			..
Surplus/(deficit)		(3.5	)		..
Experience adjustment on plan assets		(136.3	)		17.3
Experience adjustment on plan liabilities		(9.9	)		24.2

The Group has contributed Rs. 1,925.7 million to provident fund including Government of India managed employees provident fund for the year ended March 31, 2014 (March 31, 2013: Rs. 1,731.5 million), which includes compulsory contribution made towards employee pension scheme under Employees Provident Fund and Miscellaneous Provisions Act, 1952.

9. Provision for income tax

The provision for income tax (including deferred tax) for the year ended March 31, 2014 amounted to Rs. 46,044.0 million (March 31, 2013: Rs. 34,797.6 million).

The Group has a comprehensive system of maintenance of information and documents required by transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. The management is of the opinion that all international transactions are at arm’s length so that the above legislation will not have material impact on the financial statements..

F-48

10. Deferred tax

At March 31, 2014 the Group has recorded net deferred tax asset of Rs. 9,297.8 million (March 31, 2013: Rs. 26,806.0 million), which has been included in other assets.

The following table sets forth, for the periods indicated, the break-up of deferred tax assets and liabilities into major items. 

Rs. in million

Particulars	At March 31, 2014		At March 31, 2013
Deferred tax asset
Provision for bad and doubtful debts		28,595.5		28,150.5
Capital loss		49.6		63.1
Others		2,790.2		2,871.8
Total deferred tax asset		31,435.3		31,085.4
Deferred tax liability
Special reserve deduction1		17,234.9		..
Depreciation on fixed assets		5,242.4		4,744.2
Others		37.5		18.5
Total deferred tax liability		22,514.8		4,762.7
Net deferred tax asset/(liability) pertaining to foreign branches/foreign subsidiaries		377.3		483.3
Total net deferred tax asset/(liability)		9,297.8		26,806.0

1. The Bank creates Special Reserve through appropriation of profits, in order to avail tax deduction as per Section 36(1)(viii) of the Income Tax Act, 1961. The Reserve Bank of India, through its circular dated December 20, 2013, advised banks to create a deferred tax liability (DTL) on the amount outstanding in Special Reserve, as a matter of prudence. In accordance with these RBI guidelines, the Bank has created a DTL of Rs. 14,192.3 million on Special Reserve outstanding at March 31, 2013, by reducing the reserves. Further, the tax expense for the year ended March 31, 2014 is higher by Rs. 3,042.6 million due to creation of DTL on amount appropriated to Special Reserve for the year ended March 31, 2014.

At March 31, 2014, ICICI Prudential Life Insurance Company has created deferred tax asset on carry forward unabsorbed losses amounting to Nil (March 31, 2013: Rs. 12.8 million) which can be set off against future taxable income.

11. Information about business and geographical segments

A. Business segments for the year ended March 31, 2014

The business segments of the Group have been presented as follows:

1. Retail banking includes exposures of the Bank which satisfy the four criteria of orientation, product, granularity and low value of individual exposures for retail exposures laid down in Basel Committee on Banking Supervision document “International Convergence of Capital Measurement and Capital Standards: A Revised Framework”.

2. Wholesale banking includes all advances of the Bank to trusts, partnership firms, companies and statutory bodies, which are not included under Retail Banking.

3. Treasury includes the entire investment and derivative portfolio of the Bank, ICICI Eco-net Internet and Technology Fund (upto December 31, 2013), ICICI Equity Fund, ICICI Emerging Sectors Fund (upto December 31, 2013), ICICI Strategic Investments Fund and ICICI Venture Value Fund (upto September 30, 2013).

4. Other bankingincludes leasing operations and other items not attributable to any particular business segment of the Bank. Further, it includes the Bank’s banking subsidiaries i.e. ICICI Bank UK PLC, ICICI Bank Canada and ICICI Bank Eurasia LLC.

5. Life insurance represents results of ICICI Prudential Life Insurance Company Limited.

F-49

6. General insurance represents results of ICICI Lombard General Insurance Company Limited.

7. Others includes ICICI Home Finance Company Limited, ICICI Venture Funds Management Company Limited, ICICI International Limited, ICICI Securities Primary Dealership Limited, ICICI Securities Limited, ICICI Securities Holdings Inc., ICICI Securities Inc., ICICI Prudential Asset Management Company Limited, ICICI Prudential Trust Limited, ICICI Investment Management Company Limited, ICICI Trusteeship Services Limited, TCW/ICICI Investment Partners Limited (upto June 30, 2013), ICICI Kinfra Limited, I-Ven Biotech Limited and ICICI Prudential Pension Funds Management Company Limited.

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

The liabilities of the Bank are transfer priced to a central treasury unit, which pools all funds and lends to the business units at appropriate rates based on the relevant maturity of assets being funded after adjusting for regulatory reserve requirements.

The transfer pricing mechanism of the Bank is periodically reviewed. The segment results are determined based on the transfer pricing mechanism prevailing for the respective reporting periods.

The results of reported segments for the year ended March 31, 2014 are not comparable with that of reported segments for the year ended March 31, 2013 to the extent new entities have been consolidated and entities that have been discontinued from consolidation.

F-50

The following table sets forth, the business segment results for the year ended March 31, 2014.

                                  Rs. in million

Sr. no.	Particulars	Retail banking		Wholesale banking		Treasury			Other banking business			Life insurance			General insurance			Others			Inter- segment adjustments			Total
1	Revenue		274,116.0		324,024.8		392,902.4			32,231.1			159,902.0			57,122.0			33,494.9			(478,154.7	)		795,638.5
2	Segment results		18,295.2		65,886.3		52,565.0			9,031.5			15,292.4			5,202.4			9,784.2			(13,190.7	)		162,866.3
3	Unallocated expenses																								..
4	Operating profit (2) – (3)																								162,866.3
5	Income tax expenses (Including deferred tax)																								46,095.1
6	Net profit1 (4)- (5)																								116,771.2
	Other information
7	Segment assets		991,908.9		2,426,741.3		2,370,923.6			681,783.0			815,256.1			131,928.9			198,767.9			(196,843.6	)		7,420,466.1
8	Unallocated assets2																								54,790.7
9	Total assets (7) + (8)																								7,475,256.8
10	Segment liabilities		2,388,971.3		1,048,445.5		2,408,594.4	3		672,409.6	3		816,826.0	3		135,456.3	3		201,397.4	3		(196,843.7	)		7,475,256.8
11	Unallocated liabilities																								..
12	Total liabilities (10) + (11)																								7,475,256.8
13	Capital expenditure		5,765.3		628.6		18.8			190.5			804.7			347.5			299.9			..			8,055.3
14	Depreciation		4,357.2		1,044.3		12.5			488.5			468.4			496.9			350.7			(25.8	)		7,192.7

1. Includes share of net profit of minority shareholders.

2. Includes tax paid in advance/tax deducted at source (net), deferred tax asset (net).

3. Includes share capital and reserves and surplus.

F-51

The following table sets forth, the business segment results for the year ended March 31, 2013.

Rs. in million

Sr. no.	Particulars	Retail banking		Wholesale banking		Treasury			Other banking business			Life insurance			General insurance			Others			Inter- segment adjustments			Total
1	Revenue		225,856.3		313,687.6		355,981.5			28,346.2			173,760.3			50,433.0			29,968.0			(435,988.9	)		742,044.0
2	Segment results		9,545.5		66,188.6		36,613.3			6,410.1			15,696.5			2,816.8			7,817.3			(8,920.5	)		136,167.6
3	Unallocated expenses																								..
4	Operating profit (2) – (3)																								136,167.6
5	Income tax expenses (Including deferred tax)																								34,868.8
6	Net profit 1 (4) - (5)																								101,298.8
	Other information
7	Segment assets		729,750.3		2,269,628.7		2,275,315.5			528,156.9			751,970.8			115,962.4			191,259.5			(182,506.0	)		6,679,538.1
8	Unallocated assets2																								68,679.0
9	Total assets (7) + (8)																								6,748,217.1
10	Segment liabilities		2,043,187.5		1,071,994.1		2,244,231.8	3		504,637.5	3		753,500.5	3		118,686.9	3		194,484.8	3		(182,506.0	)		6,748,217.1
11	Unallocated liabilities																								..
12	Total liabilities (10) + (11)																								6,748,217.1
13	Capital expenditure		4,426.2		1,188.2		10.8			148.6			319.7			380.0			873.9			(187.6	)		7,159.8
14	Depreciation		3,540.8		991.8		18.4			486.6			409.8			488.0			345.2			(25.8	)		6,254.8

1. Includes share of net profit of minority shareholders.

2. Includes tax paid in advance/tax deducted at source (net), deferred tax asset (net).

3. Includes share capital and reserves and surplus.

F-52

ICICI Bank limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

B. Geographical segments

The Group has reported its operations under the following geographical segments.

· Domestic operations comprise branches and subsidiaries/joint ventures in India.

· Foreign operations comprise branches and subsidiaries/joint ventures outside India and offshore banking unit in India.

The Group conducts transactions with its customers on a global basis in accordance with their business requirements, which may span across various geographies.

The following tables set forth, for the periods indicated, the geographical segment results.

                           Rs. in million

Revenue	Year ended March 31, 2014		Year ended March 31, 2013
Domestic operations		717,476.4		676,240.8
Foreign operations		78,162.1		65,803.2
Total		795,638.5		742,044.0

                           Rs. in million

Assets	At March 31, 2014		At March 31, 2013
Domestic operations		5,866,397.8		5,321,569.2
Foreign operations		1,554,068.3		1,357,968.9
Total		7,420,466.1		6,679,538.1

Note: Segment assets do not include tax paid in advance/tax deducted at source (net) and deferred tax asset (net).

The following table sets forth, for the periods indicated, capital expenditure and depreciation thereon for the geographical segments.

                     Rs. in million

	Capital expenditure incurred during the year ended				Depreciation provided during the year ended
	March 31, 2014		March 31, 2013		March 31, 2014		March 31, 2013
Domestic operations		7,809.5		6,952.3		6,999.3		6,078.9
Foreign operations		245.8		207.5		193.4		175.9
Total		8,055.3		7,159.8		7,192.7		6,254.8

F-53

ICICI Bank limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

12. Penalties/fines imposed by banking regulatory bodies

The penalty imposed by banking regulatory bodies during the year ended March 31, 2014 was Rs. 10.0 million (March 31, 2013: Rs. 3.1 million). The said penalty was imposed by RBI on the Bank in exercise of powers vested with it under the provisions of section 47(A)(1)(c) read with section 46(4)(i) of the Banking Regulation Act, 1949 and subsection (3) of section 11 of Foreign Exchange Management Act, 1999 (FEMA) on operating matters pertaining to Know Your Customer (KYC). The Bank has paid the penalty to RBI.

13. Re-classification of investments of ICICI Bank Canada

During the three months ended December 31, 2013, ICICI Bank Canada transferred certain corporate bonds, with a fair value of CAD 532.09 million (amortized cost of CAD 521.49 million), from the Available-for-Sale category to Loans and Receivables. A fair value gain of CAD 10.60 million at the date of transfer was accounted in other comprehensive income (net-off tax) and will be amortised over the life of bonds.

14. Additional disclosure

Additional statutory information disclosed in the separate financial statements of the Bank and subsidiaries having no material bearing on the true and fair view of the consolidated financial statements and the information pertaining to the items which are not material have not been disclosed in the consolidated financial statements.

15. Comparative figures

Figures of the previous year have been re-grouped to conform to the current year presentation.

F-54

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

B.       Additional Notes

1.Reserves

Balance in profit and loss account: Represents the balance of profit after appropriations.

Statutory reserve: Represents reserve created as a percentage of the net profit before any other appropriation as required by the Banking Regulation Act, 1949. Every banking company in India is currently required to transfer not less than 25% of the net profit (before appropriations) to the “statutory reserve”.

Capital reserve: Represents amount of gains on sale of securities classified as held to maturity and gains on sale of land and building, net of tax and transfer to statutory reserves.

Securities premium: Represents amount of premium received on issue of share capital, net of expenses incurred on issue of shares.

Special reserve: Represents reserve maintained under the Income Tax Act, 1961 to avail tax benefits.

Foreign currency translation reserve: Represents exchange differences on translation of financial statements of non-integral foreign operations.

Revenue and other reserves: Represents reserves other than capital reserves and those separately classified.

Unrealized investment reserve: Represents unrealized gains/losses on investments of venture capital funds.

Reserve fund: Represents appropriation made to reserve fund and investment fund account in accordance with regulations applicable to Sri Lanka branch.

Investment reserve account: Represents provision for depreciation on available for sale and held for trading securities in excess of required amount which is credited to profit and loss account and appropriated to this reserve, net of tax and transfer to statutory reserve.

2.Deposits

Deposits include demand deposits, which are non-interest bearing, and savings and time deposits, which are interest bearing.

The following table sets forth the residual contractual maturities of time deposits at March 31, 2014.

Rupees in million

Deposits maturing during the year ended March 31,
2015	1,501,408.1
2016	219,079.0
2017	228,093.5
2018	47,428.2
2019	60,782.6
Thereafter	16,378.6
Total time deposits	2,073,170.0

F-55

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

At March 31, 2014, the aggregate of time deposits with individual balances greater than Rs. 5.0 million was Rs. 1,208,630.7 million (March 31, 2013: Rs. 1,158,250.0 million).

3.Long-term debt

Long-term debt represents debt with an original contractual maturity of greater than one year. Maturity distribution is based on contractual maturity or the date at which the debt is callable at the option of the holder, whichever is earlier. A portion of the long-term debt bears a fixed rate of interest. Interest rates on floating-rate debt are generally linked to the London Inter-Bank Offer Rate (‘LIBOR’) or similar money market rates. The segregation between fixed-rate and floating-rate obligations is based on the contractual terms.

The following table sets forth a listing of long-term debt at March 31, 2014, by maturity and interest rate profile.

Rupees in million

	Fixed-rate obligations		Floating-rate obligations		Total
Long-term debt maturing during the year ended March 31,
2015		74,063.8		58,946.7		133,010.5
2016		95,578.5		73,425.6		169,004.1
2017		181,659.6		81,070.2		262,729.8
2018		158,186.0		83,481.7		241,667.7
2019		107,998.8		9,870.9		117,869.7
Thereafter		327,322.5		32,261.5		359,584.0
Total		944,809.2		339,056.6		1,283,865.8
Less: Unamortized debt issue costs						(748.6	)
Total						1,283,117.2

Debt aggregating Rs. 16,353.2 million (March 31, 2013: Rs. 15,815.0 million) is guaranteed by the Government of India (GOI).Long-term debt is denominated in various currencies. At March 31, 2014, long-term debt comprises Indian rupee debt of Rs. 410,972.0 million (March 31, 2013: Rs. 414,287.5 million) and foreign currency debt of Rs. 872,145.2 million (March 31, 2013: Rs. 766,269.5 million).

Indian rupee debt

The following tables set forth, for the periods indicated, a listing of major categories of Indian rupee debt.

                                                                 Rupees in million

	At March 31, 2014
Category	Amount		Weighted average interest rate			Range		Weighted average residual maturity (in years)
Bonds issued to institutional/individual investors		370,474.3		9.4	%	5.4% to 14.2%			5.1
Refinance from financial institutions		21,139.5		9.3	%	6.3% to 10.6%			3.6
Borrowings from other banks		12,500.0		10.2	%	10.1% to 10.3%			2.1
Fixed deposits		3,358.2		8.9	%	7.5% to 11.5%			1.2
Preference shares		3,500.0		0.001	%		0.001%		4.1
Total		410,972.0		9.4	%				4.9

F-56

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Rupees in million

	At March 31, 2013
Category	Amount		Weighted average interest rate			Range			Weighted average residual maturity (in years)
Bonds issued to institutional /individual investors		374,087.8		9.4	%	5.3% to 14.2		%		5.9
Refinance from financial institutions		22,755.2		9.2	%	6.3% to 11.3		%		4.1
Borrowings from other banks		10,147.8		10.3	%	10.0% to 12.8		%		2.6
Fixed deposits		3,796.7		8.8	%	7.3% to 11.5		%		1.5
Preference shares		3,500.0		0.001	%		0.001	%		5.1
Total		414,287.5		9.3	%					5.7

Foreign currency debt

The following tables set forth, for the periods indicated, a listing of major categories of foreign currency debt.

Rupees in million

	At March 31, 2014
Category	Amount		Weighted average  interest  rate			Range	Weighted average residual  maturity  (in years)
Bonds		454,546.0		5.1	%	0.8% to 7.3%		3.5
Other borrowings		417,599.2		2.2	%	0.6% to 6.8%		3.3
Total		872,145.2		3.7	%			3.4

Rupees in million

	At March 31, 2013
Category	Amount		Weighted average  interest  rate			Range	Weighted average residual  maturity  (in years)
Bonds		380,613.6		5.1	%	1.8% to 8.0%		4.2
Other borrowings		385,655.9		2.1	%	0.2% to 6.8%		2.8
Total		766,269.5		3.6	%			3.5

See note on “Schedule 18B- Additional note- Selected information from Indian GAAP financials” for assets pledged as securities for borrowings.

4.Cash and cash equivalents

Deposits with the Reserve Bank of India include Rs. 167,306.8 million (March 31, 2013: Rs. 120,449.8 million) maintained in accordance with the guidelines governing minimum cash reserve requirements at March 31, 2014. The balances maintained with the Reserve Bank of India towards cash reserve requirements are subject to withdrawal and usage restrictions.

F-57

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Deposits with other banks include Rs. 41,523.2 million (March 31, 2013: Rs. 90,999.5 million) towards deposits which have maturities greater than 90 days.

5. Investments

The following table sets forth, for the periods indicated, the portfolio of investments classified as held to maturity.

Rupees in million

	At March 31, 2014									At March 31, 2013
	Amortized cost/cost		Gross unrealized gain		Gross unrealized loss			Fair value		Amortized cost/cost		Gross unrealized gain		Gross unrealized loss			Fair value
Held to maturity
Corporate debt securities		94,771.7		2,749.6		(1,550.7	)		95,970.6		70,765.0		1,285.5		(200.7	)		71,849.8
Government securities		924,589.0		828.4		(43,940.2	)		881,477.2		867,418.9		9,770.6		(10,635.0	)		866,554.5
Other securities		269,366.6		21.9		(6.9	)		269,381.6		212,742.8		8.1		(9.1	)		212,741.8
Total debt securities		1,288,727.3		3,599.9		(45,497.8	)		1,246,829.4		1,150,926.7		11,064.2		(10,844.8	)		1,151,146.1
Equity securities		567.3		..		..			567.3		567.3		..		..			567.3
Other securities		3,753.1		110.3		(117.2	)		3,746.2		2,727.0		105.0		(147.1	)		2,684.9
Total		1,293,047.7		3,710.2		(45,615.0	)		1,251,142.9		1,154,221.0		11,169.2		(10,991.9	)		1,154,398.3

The following table sets forth, for the periods indicated, the portfolio of investments classified as available for sale:

Rupees in million

	At March 31, 2014									At March 31, 2013
	Amortized cost/cost		Gross unrealized gain		Gross Unrealized loss			Fair value		Amortized cost/cost		Gross Unrealized gain		Gross Unrealized loss			Fair value
Available for sale
Corporate debt securities		117,213.8		2,259.8		(1,909.2	)		117,564.4		169,496.8		3,533.2		(505.2	)		172,524.8
Government securities		202,088.1		745.1		(534.8	)		202,298.4		205,049.8		431.6		(152.4	)		205,329.0
Other securities		139,276.7		1,788.9		(829.2	)		140,236.4		94,511.9		707.7		(1,118.8	)		94,100.8
Total debt securities		458,578.6		4,793.8		(3,273.2	)		460,099.2		469,058.5		4,672.5		(1,776.4	)		471,954.6
Equity securities		38,307.1		12,175.9		(6,999.2	)		43,483.8		38,373.9		7,789.4		(8,090.0	)		38,073.3
Other securities		32,893.0		3,430.8		(5,941.7	)		30,382.1		37,564.4		2,412.8		(6,643.6	)		33,333.6
Total		529,778.7		20,400.5		(16,214.1	)		533,965.1		544,996.8		14,874.7		(16,510.0	)		543,361.5

Income from securities available for sale

The following table sets forth, for the periods indicated, a listing of income from securities classified as available for sale.

                                                                               Rupees in million

	Year ended March 31,
	2014			2013			2012
Interest		35,837.2			35,520.6			30,687.9
Dividend		1,392.6			3,142.6			5,866.2
Total		37,229.8			38,663.2			36,554.1
Gross realized gain		8,031.0			6,679.1			8,198.7
Gross realized loss		(2,680.2	)		(1,197.1	)		(4,378.9	)
Total		5,350.8			5,482.0			3,819.8

F-58

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Income from securities held for trading

The following table sets forth, for the periods indicated, a listing of income from securities classified as held for trading.

Rupees in million

	Year ended March 31,
	2014		2013		2012
Interest and dividend		15,849.2		16,045.7		11,203.0
Realized gain/(loss) on sale of trading portfolio		1,804.4		3,300.8		1,157.1
Unrealized gain/(loss) on trading portfolio		106.9		98.3		335.2
Total		17,760.5		19,444.8		12,695.3

Maturity profile of debt securities

The following table sets forth, a listing of each category of held to maturity debt securities at March 31, 2014, by maturity.

Rupees in million

	Amortized cost		Fair value
Corporate debt securities
Less than one year		6,646.8		6,621.8
One to five years		40,077.5		39,656.3
Five to ten years		26,272.9		25,922.7
Greater than ten years		21,774.5		23,769.8
Total corporate debt securities		94,771.7		95,970.6
Government securities
Less than one year		3,321.7		3,317.0
One to five years		255,120.3		249,206.6
Five to ten years		477,216.4		454,389.5
Greater than ten years		188,930.6		174,564.1
Total government securities		924,589.0		881,477.2
Other securities
Less than one year		89,394.4		89,406.8
One to five years		127,297.5		127,299.6
Five to ten years		52,674.7		52,675.2
Greater than ten years		..		..
Total other securities		269,366.6		269,381.6
Total debt securities classified as held to maturity		1,288,727.3		1,246,829.4

The following table sets forth, a listing of each category of available for sale debt securities at March 31, 2014, by maturity.

Rupees in million

	Amortized cost		Fair value
Corporate debt securities
Less than one year		17,748.8		18,276.0
One to five years		41,811.2		42,048.3
Five to ten years		40,783.5		40,706.2
Greater than ten years		16,870.3		16,533.9
Total corporate debt securities		117,213.8		117,564.4

F-59

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

	Amortized cost		Fair value
Government of India securities
Less than one year		140,250.4		139,906.7
One to five years		31,290.1		31,308.1
Five to ten years		30,337.2		30,868.4
Greater than ten years		210.4		215.2
Total Government of India securities		202,088.1		202,298.4
Other securities
Less than one year		33,565.5		33,660.2
One to five years		65,658.1		65,484.2
Five to ten years		18,914.7		19,075.8
Greater than ten years		21,138.4		22,016.2
Total other securities		139,276.7		140,236.4
Total debt securities classified as available for sale		458,578.6		460,099.2

6.Repurchase transactions

The Group has undertaken repurchase and reverse repurchase transactions of Government securities during the year. These transactions are generally of a very short tenure and are undertaken with the Reserve Bank of India, banks and other financial institutions as counterparties.

At March 31, 2014, outstanding borrowings under repurchase transactions including Liquidity Adjustment Facility amounted to Rs. 129,274.7 million (March 31, 2013: Rs. 204,342.0 million) and the outstanding lendings under reverse repurchase transactions including Liquidity Adjustment Facility amounted to Rs. 4,848.4 million (March 31, 2013: Rs. 50,211.3 million).

During fiscal 2014, average borrowings under repurchase transactions including Liquidity Adjustment Facility amounted to Rs. 146,421.0 million (March 31, 2013: Rs. 140,510.3 million) and average lendings under reverse repurchase transactions including Liquidity Adjustment Facility amounted to Rs. 9,272.4 million (March 31, 2013: Rs. 8,037.8 million).

7.Loans

The following table sets forth, for the periods indicated, a listing of loans by category.

Rupees in million

	At March 31,
	2014		2013
Commercial loans		2,494,149.9		2,204,053.7
Term loans		1,912,313.8		1,726,107.4
Working capital facilities1		581,836.1		477,946.3
Consumer loans and credit card receivable		1,470,783.2		1,181,588.2
Mortgage loans		895,363.4		744,127.8
Other secured loans		486,413.9		361,977.8
Credit cards		36,163.5		36,386.2
Other unsecured loans		52,842.4		39,096.4
Lease financing		..		..

F-60

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

	At March 31,
	2014			2013
Total gross advances		3,964,933.1			3,385,641.9
Provision for loan losses2		(91,515.3	)		(85,900.6	)
Total net advances		3,873,417.8			3,299,741.3

1.Includes bills purchased and discounted, over drafts, cash credit and loans repayable on demand.

2.Excludes provision on performing loans.

Commercial loans

Commercial loans include term loans and working capital facilities extended to corporate and other business entities. Commercial lending constitutes the largest category of the total loan portfolio.

Each commercial loan undergoes a detailed credit review process in accordance with the Bank’s credit policy. After disbursement, commercial loans are individually monitored and reviewed for any possible deterioration of the borrower’s ability to repay the loan. Term loans, including corporate finance and project finance loans, are typically secured by a first lien on the borrower’s fixed assets, which normally consist of property, plants, and equipment. Working capital facilities, which include bills purchased and discounted, over drafts, cash credit and loans repayable on demand, are typically secured by a first lien on the borrower’s current assets, which normally consist of inventory and receivables.

The overall economic condition affecting businesses impacts the Bank’s commercial loan portfolio. A prolonged slowdown in the Indian economy could adversely affect clients’ abilities to repay loans. In light of increasing international trade linkages, clients’ abilities to repay loans may also be negatively affected by adverse economic developments in the United States and other major economies. Unfavorable exchange rate movements may also increase clients’ debt burdens and adversely affect their abilities to repay loans.

Project financing term loans provided to the industrial and manufacturing sectors constitute a significant portion of the Bank’s commercial loan portfolio. Each client’s ability to repay these loans depends on the viability of the project financed which, in turn, depends on the timeliness of the project’s completion, the stability of government policies and changes in market demand.

Consumer loans

The Bank’s consumer loan portfolio includes both secured loans and unsecured loans. Secured consumer loans constitute a significant majority of the Bank’s total consumer loan portfolio. Though the loans in the Bank’s secured loan portfolio are secured by first and exclusive liens on the assets financed, recoveries in case of default may be subject of delays up to several years, due to the protracted legal process in India. The challenge of collection, which is affected by the regulatory guidelines on collection practices, also affects recoveries. To mitigate risk, the Bank obtains direct debit mandates or post-dated checks on pre-specified dates for repayment of consumer installment loans.

Secured consumer loan portfolio

The Bank’s secured loan portfolio consists of mortgage loans, automobile loans, jewel loans, commercial vehicle loans and other secured loans.

F-61

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The Bank’s mortgage loan portfolio includes mortgage loans made to individuals and business entities. Typically, mortgage loans are secured by first and exclusive liens on the financed properties. Borrower default risk is mitigated by rigorous credit review procedures. The Bank’s mortgage loan portfolio risk is driven primarily by interest rate movement, the loan-to-value ratios of the loans in the portfolio, the nature of the borrowers’ employment (e.g., salaried or self-employed) and the borrowers’ income levels.

The Bank’s automobile loan and commercial vehicle loan portfolios are also secured by first liens on the assets financed by the loans. Major factors affecting the performance of the automobile loan portfolio include the nature of the borrowers’ employment, the borrowers’ income levels, the loan-to-value ratios of the loans in the portfolio and the nature of the use of the financed vehicles. The Bank’s commercial vehicle loan portfolio risk is largely driven by fuel price, rate of economic activity and borrowers’ characteristics.

Borrowers’ abilities to repay farm equipment loans generally depend on the agriculture in India which, in turn, depends on the timing of monsoons.

Unsecured consumer loan portfolio

The Bank’s unsecured loan portfolio includes personal loans and credit cards. General economic conditions and other factors such as changes in unemployment rates, economic growth rates and borrowers’ income levels impact this portfolio.

Maturity profile of loans

The following table sets forth, for the periods indicated, the maturity profile of loans.

Rupees in million

	At March 31,
	2014		2013
Less than one year		1,020,877.3		917,016.1
One to five years		2,173,044.0		1,903,317.4
Greater than five years		679,496.5		479,407.8
Total		3,873,417.8		3,299,741.3

Interest income on loans

The Group recognizes interest income in the profit and loss account as it accrues except in the case of non-performing loans where it is recognized upon realization, as per the income recognition and asset classification norms of Reserve Bank of India/National Housing Bank. Interest income in borrower accounts that are upgraded from the non-performing category to the standard category is accrued from the date of such upgradation.

F-62

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the periods indicated, a listing of interest income on loans.

Rupees in million

	Year ended March 31,
	2014		2013		2012
Commercial loans		203,640.8		189,402.4		154,014.7
Consumer loans and credit card receivables		133,568.0		106,222.2		92,186.2
Lease financing		..		..		0.3
Total		337,208.8		295,624.6		246,201.2

Standard restructured loans

The Group classifies a loan as a restructured loan where it has made concessionary modifications, which include changes in repayment period, principal amount, repayment installment and reduction in rate of interest, that it would not otherwise consider, to the contractual terms of a loan to a borrower experiencing financial difficulties. Loan accounts subjected to restructuring are upgraded to the standard category if the borrower demonstrates, over a minimum period of one year, the ability to repay the loan in accordance with the contractual terms and the borrower gets reinstated to a normal level of general provisions for standard loans/risk weights for capital adequacy computations. At March 31, 2014, the Group had committed to lend (includes fund-based commitments fungible with non fund-based facilities) Rs. 24,686.1 million (March 31, 2013: Rs. 5,640.5 million) to borrowers who are parties to restructurings.

The following table sets forth, for the periods indicated, a listing of standard restructured loans.

                                                   Rupees in million

	At March 31,
	2014			2013
Commercial loans
Term loans		110,114.6			59,243.7
Working capital loans		23,036.5			7,675.3
Consumer loans
Mortgage loans		296.7			387.8
Other secured loans		..			..
Credit cards		..			..
Other unsecured loans		..			..
Lease financing		..			..
Restructured loans, gross		133,447.8			67,306.8
Provision for loan losses		(11,235.0	)		(5,294.1	)
Restructured loans, net		122,212.8			62,012.7

Represents entire borrower level outstanding of the restructured accounts.

The Bank classifies all credit exposures, including overdues arising from crystallized derivative contracts, into performing and non-performing loans as per Reserve Bank of India guidelines. Advances held at the overseas branches that are identified as impaired as per host country regulations for reasons other than record of recovery, but which are standard as per the extant Reserve Bank of India guidelines, are identified as non-performing to the extent of amount of outstanding in the host country. In the case of Bank’s housing finance subsidiary, loans and other credit facilities are classified as per the National Housing Bank guidelines into performing and non-performing loans. Further, non-performing loans are classified into sub-standard, doubtful and loss assets based on the criteria stipulated by Reserve Bank of India/National Housing Bank. Loans in the Bank’s overseas banking subsidiaries are classified as impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition on the loan (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the loans that can be reliably estimated.

F-63

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth a listing of non-performing loans including other-than-standard restructured loans.

                                                   Rupees in million

	At March 31,
	2014			2013
Commercial loans
Term loans		49,416.7			25,702.1
Working capital loans		40,127.4			31,916.2
Consumer loans
Mortgage loans		7,685.0			7,918.3
Other secured loans		13,978.7			15,556.0
Credit cards		3,427.1			9,417.0
Other unsecured loans		7,877.5			16,265.3
Lease financing		..			..
Non-performing loans, gross		122,512.4			106,774.9
Provision for loan losses		(77,914.7	)		(77,663.9	)
Non-performing loans, net		44,597.7			29,111.0

Identification of loans as non-performing/impaired is in line with guidelines applicable to respective subsidiaries.

Provision for loan losses

The Bank and its housing finance subsidiary hold specific provisions against non-performing loans and general provision against performing loans. The assessment of incremental specific provisions is made after taking into consideration the existing specific provision held. The specific provisions on retail loans held by the Bank are higher than the minimum regulatory requirements. The Bank’s overseas banking subsidiaries maintain allowances for credit losses at a level that management considers adequate to absorb identified credit related losses as well as losses that have occurred but are not yet identifiable. The Bank makes provision on assets that are restructured/rescheduled in accordance with the applicable Reserve Bank of India guidelines on restructuring of advances by Banks.

The following table sets forth, for the periods indicated, the movement in the provision for loan losses on standard restructured loans.

                                           Rupees in million

	Year ended March 31,
	2014			2013			2012
Provision for loan losses at the beginning of the year		5,294.1			4,642.5			940.5
Provision for loan losses made during the year		7,171.1			2,045.0			3,894.2
Reduction/write-back of excess provision1		(1,230.2	)		(1,393.4	)		(192.2	)
Provision for loan losses at the end of the year		11,235.0			5,294.1			4,642.5

1. Includes provisions on restructured loans which were upgraded to standard assets/downgraded to non-performing assets during the period.

F-64

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the periods indicated, themovement in the provision for loan losses on non-performing loans including other than standard restructured loans.

           Rupees in million

	Year ended March 31,
	2014			2013			2012
Provision for loan losses at the beginning of the year		77,663.9			79,334.4			79,217.3
Provision for loan losses made during the year		28,894.5			24,221.9			22,069.7
Write-off/write-back of excess provision		(28,643.7	)		(25,892.4	)		(21,952.6	)
Provision for loan losses at the end of the year		77,914.7			77,663.9			79,334.4

The following table sets forth the movement in the provision for loan losses for the year ended March 31, 2014.

 Rupees in million

Particulars	Commercial loans			Consumer loans & credit card receivables			Financial lease		Unallocated		Total
A. Non-performing loans
Aggregate provision for loan losses at the beginning of the year		35,022.0			42,641.9			..		..		77,663.9
Add: Provisions for loan losses		21,880.2			7,014.3			..		..		28,894.5
Less: Utilized for write-off of loans		(2,453.9	)		(19,584.1	)		..		..		(22,038.0	)
Less: Write back of excess provisions		(2,120.3	)		(4,485.4	)		..		..		(6,605.7	)
A. Aggregate provision for loan losses at the end of the year for non-performing loans		52,328.0			25,586.7			..		..		77,914.7
B. Aggregate provision for loan losses at the end of the year for performing loans including restructured loans		13,530.0			70.6			..		21,443.8		35,044.4
C. Aggregate provision for loan losses at the end of the year (A) + (B)		65,858.0			25,657.3			..		21,443.8		112,959.1
Ending balance: individually evaluated for impairment		65,858.0			25,657.3			..		..		91,515.3
Ending balance: collectively evaluated for impairment		..			..			..		21,443.8		21,443.8
Ending balance: loans acquired with deteriorated credit quality		..			..			..		..		..

The following table sets forth the movement in the provision for loan losses for the year ended March 31, 2013.

                                                   Rupees in million

Particulars	Commercial loans			Consumer loans & credit card receivables			Financial lease		Unallocated		Total
A. Non-performing loans
Aggregate provision for loan losses at the beginning of the year		22,406.8			56,927.6			..		..		79,334.4
Add: Provisions for loan losses		16,591.2			7,630.7			..		..		24,221.9
Less: Utilized for write-off of loans		(1,558.6	)		(15,338.8	)		..		..		(16,897.4	)
Less: Write back of excess provisions		(2,417.4	)		(6,577.6	)		..		..		(8,995.0	)
A. Aggregate provision for loan losses at the end of the year for non-performing loans		35,022.0			42,641.9			..		..		77,663.9

F-65

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Particulars	Commercial loans		Consumer loans & credit card receivables		Financial lease		Unallocated		Total
B. Aggregate provision for loan losses at the end of the year for performing loans including restructured loans		8,184.3		52.4		..		19,095.2		27,331.9
C. Aggregate provision for loan losses at the end of the year (A) + (B)		43,206.3		42,694.3		..		19,095.2		104,995.8
Ending balance: individually evaluated for impairment		43,206.3		42,694.3		..		..		85,900.6
Ending balance: collectively evaluated for impairment		..		..		..		19,095.2		19,095.2
Ending balance: loans acquired with deteriorated credit quality		..		..		..		..		..

While the Group assesses the incremental specific provisions after taking into consideration the existing specific provision held, the amounts recovered against debts written off in earlier years and provisions no longer considered necessary in the context of the current status of the borrower are recognized in the profit and loss account.

Aging Analysis of Past Due Financing Receivable - Performing Loans

Any amount due under a credit facility is considered as ‘past due’ if it remains unpaid for more than 30 days from the due date fixed by the bank or its subsidiaries.

The following table sets forth the aging analysis of past due performing loans for the year ended March 31, 2014.

  Rupees in million

Particulars	Current1		31 to 60 days		61 to 90 days		Above 90 days 2		Total past due 3
Commercial loans
Term loans		1,759,676.6		72,565.1		22,829.9		18,628.2		114,023.2
Working capital facilities4		506,760.6		27,412.6		2,711.6		4,408.0		34,532.2
Consumer loans
Mortgage loans		881,422.0		3,627.3		2,413.5		169.7		6,210.5
Other secured loans		463,986.5		4,415.1		3,129.2		1,219.2		8,763.5
Credit cards		32,349.2		286.4		100.8		..		387.2
Other unsecured loans		44,987.5		139.3		71.3		0.5		211.1
Lease financing		..		..		..		..		..
Total		3,689,182.4		108,445.8		31,256.3		24,425.6		164,127.7

1. Loans up to 30 days past due are considered current.

2.   Includes loans guaranteed by government, crop related agriculture loans overdue less than 360 days and other loans assessed not impaired as per guidelines applicable to overseas banking subsidiaries.

3.   The amount disclosed represents the outstanding amount of the facility which has overdues, and not the borrower-level outstanding.

4. Includes bills purchased and discounted, over drafts, cash credit and loans repayable on demand.

F-66

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth the aging analysis of past due performing loans for the year ended March 31, 2013.

                                                   Rupees in million

Particulars	Current1		31 to 60 days		61 to 90 days		Above 90 days 2		Total past due 3
Commercial loans
Term loans		1,594,716.5		84,053.3		24,247.6		16,287.5		124,588.4
Working capital facilities4		484,011.0		19,835.0		1,810.4		1,861.4		23,506.8
Consumer loans
Mortgage loans		729,105.5		3,994.3		2,762.7		300.5		7,057.5
Other secured loans		278,100.0		3,502.2		2,205.4		1,031.8		6,739.4
Credit cards		26,452.2		390.0		127.1		..		517.1
Other unsecured loans		22,763.9		41.0		23.2		..		64.2
Lease financing		..		..		..		..		..
Total		3,135,149.1		111,815.8		31,176.4		19,481.2		162,473.4

1.   Loans up to 30 days past due are considered current.

2.   Includes loan guaranteed by government, crop related agriculture loans overdue less than 360 days and other loans assessed not impaired as per guidelines applicable to overseas banking subsidiaries.

3.   The amount disclosed represents the outstanding amount of the facility which has overdues, and not the borrower-level outstanding.

4.   Includes bills purchased and discounted, over drafts, cash credit and loans repayable on demand.

The following table sets forth, the recorded investment in non-performing loans for the year ended March 31, 2014.

 Rupees in million

	Total recorded investment in non-performing loans (net of provision)		Total recorded investment in respect of which non-performing loans provision calculated (net of provision)		Total recorded investment in respect of which non-performing loans provision not calculated		Unpaid principal amount
Commercial loans
Term loans		27,511.1		27,511.1		..		49,416.7
Working capital facilities		9,705.0		9,705.0		..		40,127.4
Consumer loans
Mortgage loans		3,743.9		3,743.9		..		7,685.0
Other secured loans		3,288.9		3,288.9		..		13,978.7
Credit cards		248.2		248.2		..		3,427.1
Other unsecured loans		100.6		100.6		..		7,877.5
Lease financing		..		..		..		..
Total		44,597.7		44,597.7		..		122,512.4

F-67

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, the recorded investment in non-performing loans for the year ended March 31, 2013.

 Rupees in million

	Total recorded investment in non-performing loans (Net of provision)		Total recorded investment in respect of which non-performing loans provision calculated (net of provision)		Total recorded investment in respect of which non-performing loans provision not calculated		Unpaid  principal amount
Commercial loans
Term loans		12,907.6		12,907.6		..		25,702.1
Working capital facilities		9,688.7		9,688.7		..		31,916.2
Consumer loans
Mortgage loans		4,152.2		4,152.2		..		7,918.3
Other secured loans		2,120.1		2,120.1		..		15,556.0
Credit cards		195.1		195.1		..		9,417.0
Other unsecured loans		47.3		47.3		..		16,265.3
Lease financing		..		..		..		..
Total		29,111.0		29,111.0		..		106,774.9

The Group has a comprehensive framework for monitoring credit quality of its corporate and retail loans based on internal ratings. For majority of the portfolio, the credit rating of every borrower/portfolio is reviewed at least annually. For the purpose of disclosure, the Group has used internal ratings as credit quality indicator.

The following table sets forth, a description of internal rating grades linked to the likelihood of loss associated with each rating grade:

Grade	Definition
(I) Investment grade	Entities/obligations are judged to offer moderate to high safety with regard to timely payment of financial obligations.
AAA, AA+, AA, AA-, 1, 2A-C	Entities/obligations are judged to offer high safety with regard to timely payment of financial obligations.
A+, A, A-, 3A-C	Entities/obligations are judged to offer an adequate degree of safety with regard to timely payment of financial obligations.
BBB+, BBB and BBB-, 4A-C	Entities/obligations are judged to offer moderate safety with regard to timely payment of financial obligations.
(II) Below investment grade (BB and B, D, 5, 6, 7, 8)	Entities/obligations are judged to carry inadequate safety with regard to timely payment of financial obligations.

F-68

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the period indicated, credit quality indicators of net loans.

Rupees in million

	Year ended March 31, 2014		Year ended March 31, 2013
Rating grades
Investment grade		3,377,322.7		2,878,828.1
AAA, AA+, AA, AA-, 1, 2A-C		1,092,268.7		837,644.9
A+, A, A-, 3 A-C		877,698.6		804,903.2
BBB+, BBB and BBB-, 4A-C		1,407,355.4		1,236,280.0
Below investment grade		434,932.7		366,821.6
Unrated		61,162.4		54,091.6
Net loans		3,873,417.8		3,299,741.3

8.Financial assets transferred during the year to securitization company (SC)/reconstruction company (RC)

The Bank has transferred certain assets to Asset Reconstruction Companies (ARCs) in terms of the guidelines issued by Reserve Bank of India governing such transfer. The Bank transfers its non-performing assets to asset reconstruction companies primarily in exchange for the receipt of securities in the form of pass-through instruments issued by such ARCs, wherein payments to holders of securities are based on the actual realized cash flows from the transferred assets. For the purpose of the valuation of underlying security receipts issued by underlying trusts managed by ARCs, the security receipts are valued at their respective net asset values as advised by the ARCs.

The following table sets forth, for the periods indicated, the details of the assets transferred.

Rupees in million, except number of accounts

	Year ended March 31,
	2014		2013		2012
Number of accounts1		2		4		2
Aggregate value (net of provisions) of accounts sold to SC/RC		1,508.6		82.9		44.4
Aggregate consideration		1,776.0		116.5		94.1
Additional consideration realized in respect of accounts transferred in earlier years2		..		..		..
Aggregate gain/(loss) over net book value		267.4		33.6		49.7

1.   Excludes accounts previously written-off.

2.   During the year ended March 31, 2014, ARCs have fully redeemed five security receipts. Gain/loss during the year ended March 31, 2014 amounted to Rs. 6.2 million (March 31, 2013: Nil).

The Bank sold two corporate loans in fiscal 2014, four corporate loans in fiscal 2013 and two corporate loans in fiscal 2012.

9.Details of non-performing assets sold, excluding those sold to SC/RC

The Bank has sold certain non-performing assets in terms of the guidelines issued by Reserve Bank of India on such sale.

F-69

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the periods indicated, the details of non-performing assets sold, excluding those sold to SC/RC.

Rupees in million, except number of accounts

	Year ended March 31,
	2014		2013		2012
No. of accounts		1		2		1
Aggregate value (net of provisions) of accounts sold, excluding those sold to SC/RC		..		78.8		642.0
Aggregate consideration		199.0		100.1		641.0
Aggregate gain/(loss) over net book value		199.0		21.3		(1.0	)

The Bank sold one corporate loan in fiscal 2014, two corporate loans in fiscal 2013 and one corporate loan in fiscal 2012.

10.Concentration of credit risk

Concentration of credit risk exists when changes in economic, industry or geographic factors affect groups of counter-parties whose aggregate credit exposure is material in relation to Group’s total credit exposure. The Group’s portfolio of financial instruments is broadly diversified along industry, product and geographic lines primarily within India.

The Group is subject to supervision guidelines for consolidated accounts issued by the Reserve Bank of India. The Group’s 20 largest exposures (non-bank) based on gross exposure, totaled approximately Rs. 1,143,850.3 million at March 31, 2014 which represent 119.6% of the capital funds (March 31, 2013: Rs. 1,083,179.7 million which represent 125.2% of the capital funds). The single largest exposure (non-bank) at March 31, 2014 was Rs. 115,698.7 million which represents 12.1% of the capital funds (March 31, 2013: Rs. 109,060.6 million which represent 12.6% of the capital funds).

The largest group of companies under the same management control accounted for approximately 29.1% of the capital funds at March 31, 2014 (March 31, 2013: approximately 30.1% of the capital funds).

11.Loan commitments

The Group has outstanding undrawn commitments to provide loans and financing to customers. These loan commitments aggregated to Rs. 1,068,369.9 million (includes fund-based commitments fungible with non fund-based facilities) at March 31, 2014 (March 31, 2013: Rs. 1,363,551.5 million). The interest rate on a significant portion of these commitments is dependent on the lending rates prevailing on the date of the loan disbursement. Further, the commitments have fixed expiration dates and are contingent upon the borrower’s ability to maintain specific credit standards.

12.Capital commitments

The Group is obligated under a number of capital contracts. Capital contracts are job orders of a capital nature, which have been committed. Estimated amounts of contracts remaining to be executed on capital account aggregated to Rs. 6,059.1 million at March 31, 2014 (March 31, 2013: Rs. 3,843.8 million).

F-70

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

13.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 control and service group 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 and the Derivative Policy of the Bank, which lay down the position limits, stop loss limits as well as other risk limits. The Risk Management Group lays down the methodology for computation and monitoring of risk. The Risk Committee of the Board reviews the Bank’s risk management policies in relation to various risks including Credit and Recovery Policy, Investment Policy, Derivative Policy, Asset Liability Management Policy and Operational Risk Management Policy. The RCB comprises non-executive directors and the Managing Director and CEO.

The Bank measures and monitors risk of its derivatives portfolio using such risk metrics as Value at Risk (VaR), stop loss limits and relevant risk measures for options. Risk reporting on derivatives forms an integral part of the management information system.

The use of derivatives for hedging purposes under Indian GAAP is governed by the hedge policy approved by Asset Liability Management Committee. Subject to prevailing Reserve Bank of India 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 hedge itself. The effectiveness is assessed at the time of inception of the hedge and periodically thereafter.

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.

Credit exposure on interest rate and currency derivative transactions (both trading and hedging), other than contracts with an original maturity of less than or equal to 14 days, is computed using the Current Exposure Method according to Reserve Bank of India guidelines, which is arrived at by adding up the positive mark-to-market values and the potential future exposure of these contracts. According to the Reserve Bank of India guidelines, the potential future exposure is determined by multiplying the notional principal amount of each of these contracts (irrespective of whether the mark-to-market value of these contracts is zero, positive or negative value) by the relevant add-on factor, ranging from 0.5% to 15%, according to the type of contract and residual maturity of the instrument. The credit exposure for a single currency floating/floating interest rate swaps and options sold is calculated based on a positive mark-to-market value of these instruments. Credit exposure on unfunded credit derivatives has been computed in accordance with Reserve Bank of India guidelines. Credit exposure on issuer on account of unfunded credit derivatives is computed according to the current exposure method under Basel II

F-71

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

framework. In the case of sell protection trades the entire unpaid premia is treated as an exposure on the protection buyer and in case of buy protection trades exposure is reckoned as the sum of the current mark-to-market value, if positive (zero, if mark-to-market value is negative) and the potential future exposure. The potential future exposure is determined by multiplying the notional principal amount of each of these contracts (irrespective of whether the mark-to-market value of these contracts is zero, positive or negative value) by the relevant add-on factor, ranging from 10% to 20%, according to the rating of reference obligation. In case of collateralized buy protection trades, no exposure is reckoned to the extent of collateral available. In case of two completely identical opposite positions in unfunded credit derivatives forming a hedged position no exposure is reckoned against the reference entity. The credit exposure for equity futures and options is computed based on the market value and open quantity of the contracts at the balance sheet date.

Derivative transactions are covered under International Swaps and Derivatives Association master agreements with the respective counter parties.

The following table sets forth the details of the notional amounts, fair value, realized/unrealized gain and loss on derivatives and credit exposure of trading derivatives for the year ended March 31, 2014.

Rupees in million

Particulars	Notional amount		Gross positive fair value		Gross negative fair value			Gain/(loss) on derivatives3			Credit exposure
Interest rate derivatives1		3,130,220.5		29,742.3		(28,521.3	)		2,443.6			57,999.1
Currency derivatives (including foreign exchange derivatives)2		3,808,386.9		102,162.4		(103,182.9	)		(1,258.1	)		234,332.1
Equity derivatives		105.4		2.3		..			(22.0	)		105.4
Un-funded credit derivatives		..		..		..			50.8			..

1. Foreign currency interest rate swaps, forward rate agreements and swap options are included in interest rate derivatives.

2.   Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.

3.   The Bank has additionally recorded a gain of Rs. 208.4 million mainly due to recoveries of credit losses booked in earlier years.

The following table sets forth the details of the notional amounts, fair value, realized/unrealized gain and loss on derivatives and credit exposure of trading derivatives for the year ended March 31, 2013.

Rupees in million

Particulars	Notional amount		Gross positive fair value		Gross negative fair value			Gain/(loss) on derivatives3		Credit exposure
Interest rate derivatives1		3,201,199.1		27,983.1		(23,362.6	)		89.1		56,050.2
Currency derivatives (including foreign exchange derivatives)2		3,865,370.5		81,700.6		(79,665.5	)		2,876.1		216,579.3
Equity derivatives		14.1		..		..			14.6		213.9
Un-funded credit derivatives		3,467.3		109.5		(76.6	)		344.1		3,760.0

1. Foreign currency interest rate swaps, forward rate agreements and swap options are included in interest rate derivatives.

2.   Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.

3. The Bank has additionally recorded a loss of Rs. 52.4 million due to credit losses.

F-72

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth the details of the notional amounts, marked to market position and credit exposure of hedging derivatives for the year ended March 31, 2014.

Rupees in million

Particulars	Notional amount		Gross positive fair value		Gross negative fair value			Credit exposure
Interest rate derivatives1		449,022.3		14,875.0		(1,590.4	)		21,878.0
Currency derivatives (including foreign exchange derivatives)2		46,672.0		1,501.0		(5.7	)		5,914.4

1. Foreign currency interest rate swaps, forward rate agreements and swap options are included in interest rate derivatives.

2.   Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.

The following table sets forth the details of the notional amounts, marked to market position and credit exposure of hedging derivatives for the year ended March 31, 2013.

Rupees in million

Particulars	Notional amount		Gross positive fair value		Gross negative fair value			Credit exposure
Interest rate derivatives1		310,501.5		22,126.2		(433.7	)		26,656.3
Currency derivatives (including foreign exchange derivatives)2		15,053.6		202.9		(122.6	)		1,498.4

1.   Foreign currency interest rate swaps, forward rate agreements and swap options are included in interest rate derivatives.

2.   Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.

The gains/(losses) on hedged items arising from changes in fair value for the year ended March 31, 2014 and March 31, 2013 amounted to Rs. 8,091.8 million and Rs. 2,544.2 million respectively and gains/(losses) on corresponding hedging instruments arising from changes in fair value during the year ended March 31, 2014 and March 31, 2013 amounted to Rs. (7,850.7) million and Rs. (1,910.4) million respectively.

The Group has also hedged the foreign currency exposure of its net investment in foreign operations through forex forward contracts of a notional amount of Rs. 51,813.4 million at March 31, 2014. The gross positive and negative fair values of these hedging instruments were Rs. 1,481.2 million and Rs. (229.6) million respectively and the credit exposure was Rs. 2,825.0 million at March 31, 2014.

The Group dealt in credit derivative instruments including credit default swaps, credit linked notes, collateralized debt obligations and principal protected structures. The notional principal amount of these credit derivatives outstanding at March 31, 2014, excluding accrued interest of Nil (Rs. 15.3 million at March 31, 2013), was Nil in funded instruments (Rs. 814.3 million at March 31, 2013) and Nil in non-funded instruments (Rs. 3,467.3 million at March 31, 2013). In case of funded instruments, the Group deposits an amount with the protection buyer for protection sold in accordance with the contractual terms. The net mark-to-market gain on the portfolio at March 31, 2014, determined based on the internal models using inputs from market sources such as Bloomberg/Reuters, and Fixed Income Money Markets & Derivatives Association of India, was Nil (mark-to-market gain of Rs. 0.03 million at March 31, 2013), which has been fully provided for through profit and loss account. The profit and loss impact on the above portfolio on account of mark-to-market and realized gains/losses during the year ended March 31,

F-73

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

2014 was a net loss of Rs. 0.6 million (net gain of Rs. 109.4 million for March 31, 2013). At March 31, 2014, the Group’s maximum amount of future payments towards funded and unfunded credit derivatives was Nil.

At March 31, 2014, the fair value of non-funded credit derivatives that were in net liability position was Nil (Rs. 4.2 million at March 31, 2013). For these credit derivatives, the Group did not post any collateral with counterparties. If the credit risk related contingent features underlying these instruments had been triggered on March 31, 2014, the Group would not have been required to post any collateral to the counterparties but would have been required to pay Nil (Rs. 3,467.3 million at March 31, 2013) which represents the notional principal amount and unwinding cost to settle the instrument immediately. At March 31, 2014, the gross mark-to-market loss on funded credit derivatives was Nil (Rs. 10.8 million at March 31, 2013). The Group has deposited an amount of Nil (Rs. 814.3 million at March 31, 2013) with the protection buyers which represents the notional principal amount for these funded credit derivatives. If the credit risk contingent features underlying these instruments had been triggered at March 31, 2014, the Group would not have been required to post any additional collateral to counterparties, but the deposit already made would have been utilized to settle these instruments immediately.

Based on historical experience, the Group believes that the potential losses for credit protection sold will be less than the maximum amount of future payments. The Group as seller of credit default swaps protection is entitled to receive the underlying obligation, which can be in the nature of bonds or loans of the reference entity, from the buyer of protection in case of credit default.

The Bank offers deposit products to customers of its offshore branches with structured returns linked to interest, forex, credit or equity benchmarks. The Bank covers these exposures in the inter-bank market. At March 31, 2014, the net open position on this portfolio was Nil (March 31, 2013: Nil) with mark-to-market gain of Rs. 6.2 million (March 31, 2013: Rs. 13.9 million) at that date, which had been provided for through profit and loss account. The fair value amount of such structured returns linked derivatives that were in net liability position at March 31, 2014 was Rs. 393.3 million (March 31, 2013: Rs. 161.6 million). With reference to such instruments, the Bank does not place any collateral with the counterparties. The aggregate amount needed to settle such credit instruments immediately if the credit risk related contingent features were triggered at March 31, 2014 would be Rs. 2,956.8 million (March 31, 2013: Rs. 4,940.2 million).

14.   Tax contingencies

Various tax-related legal proceedings are pending against the Group at various levels of appeal either with the tax authorities or in the courts. Where after considering all available information in the opinion of management a liability requires accrual, the Group accrues such liability.

Where such proceedings are sufficiently advanced to enable management to assess that a liability exists and are subject to reasonable estimation, management records its best estimate of such liability. Where a reasonable range of potential outcomes is estimated, management records its best estimate, or in the absence of a basis for selecting a specific estimate within a range, management records a liability no less than the lower end of the estimated range. The contested tax demands are adjusted by the tax authorities against refunds due to the Group on favorable resolution of earlier year’s appeals/completion of assessments or paid or kept in abeyance in accordance with the terms of the stay order. The payment/adjustment/stay does not prejudice the outcome of the appeals filed by the Group. The advance tax payments are recorded as advance tax payments under other assets.

F-74

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

At March 31, 2014, the Group has assessed its contingent tax liability at an aggregate of Rs. 46,883.2 million (March 31, 2013: Rs. 41,080.8 million), mainly pertaining to income tax, service tax and sales tax/Value Added Tax demands by the Government of India’s tax authorities for past years. The Group has appealed each of these tax demands. Based on consultation with counsel and favorable decisions in the Group’s own or other cases as set out below, the Group’s management believes that the tax authorities are not likely to be able to substantiate their tax assessments and accordingly has not provided for these tax demands at March 31, 2014. Disputed tax issues that are classified as remote are not disclosed as contingent liabilities by the Group.

In the Group’s assessment of sales tax/Value Added Tax aggregating to Rs. 2,915.5 million, the Group has appealed the tax demands and expects a favorable outcome based on opinions from counsels and decisions in own/other cases. Of the total demand, Rs. 1,339.6 million pertains to Value Added Tax on disposal of repossessed assets whereby the Group has relied on opinion from counsel confirming that the Bank only facilitates the disposal of repossessed assets for recovery of its loan from the borrower and cannot be regarded as a seller of repossessed assets. The other disputed issues mainly pertain to tax on inter-state/import leases by various state government authorities in respect of lease transactions entered into by the Bank and bullion related matters pertaining to procedural issues like submission of statutory forms.

In the Group’s assessment of service tax aggregating to Rs. 3,062.0 million, the disputed issues mainly pertain to the demands alongwith interest and penalty issued by the service tax authorities. Of the total demand, Rs. 1,537.0 million pertains to life insurance company for levy of service tax on receipt of surrender/foreclosure charges under unit linked insurance plans or life insurance plans, Rs. 726.3 million pertains to venture capital funds in respect of retention of contribution received by the Fund, treated as fees received in lieu of management services rendered by them whereby we are relying on favorable opinion from counsel and Rs. 591.8 million pertains to the Bank mainly relating to interest charged on liquidity facilities provided to the trusts on securitized loan portfolio and income received from merchant establishments on credit card acquiring transactions prior to May 2006. The balance amount of Rs. 206.9 million pertains to other Group entities. The Group believes that the tax authorities are not likely to be able to substantiate the above tax demands.

The Group's assessments of income tax and interest tax aggregating to Rs. 40,905.7 million includes appeals filed by the Group or the tax authorities where the Group is relying on favorable precedent decisions of the appellate court and expert opinions. The key disputed liabilities are detailed below:

Disallowance of expenses to earn tax free income of Rs. 14,096.1 million (March 31, 2013: Rs. 11,390.8 million) mainly relates to whether interest expenses can be attributed to earning tax-exempt income. The Group believes that no interest can be allocated thereto as there are no borrowings earmarked for investments in shares/tax free bonds and the interest free funds are sufficient to cover investments in the underlying tax free securities. The Group relies on the favorable opinion from counsel and favorable appellate decisions in similar cases.

Marked-to-market losses on derivatives of Rs. 11,237.6 million (March 31, 2013: Rs. 7,416.7 million) relates to the disallowance of marked-to-market losses on derivative transactions treated by the tax authorities as notional losses. The Group relies on the favorable opinion from counsel and favorable appellate decisions in similar cases, which had allowed the deduction of marked-to-market losses from business income.

F-75

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Depreciation on leased assets of Rs. 6,200.0 million (March 31, 2013: Rs. 5,307.4 million) relates to the disallowance of depreciation claims on leased assets by the tax authorities, by treating the lease transactions as loan transactions. The Group relies on favorable opinion from counsel and favorable appellate decisions in Group’s own case and other similar cases.

Taxability under section 41(4A) of amounts withdrawn from Special Reserve created up to Assessment Year 1997-98 of Rs. 2,690.2 million (March 31, 2013: Rs. 2,690.2 million): The Group had maintained two special reserve accounts, which includes special reserve created up to assessment year 1997-98. Withdrawals from the account was assessed as taxable by the tax authorities for assessment years 1998-99 to 2000-01. The Group has received favorable orders in respect of the assessment year 1998-99 and 1999-00 but the income tax department has appealed against the favorable orders.

Based on judicial precedents in the Group’s and other cases and upon consultation with tax counsels the management believes that it is more likely than not that the Group’s tax positions will be sustained. Accordingly, no provision has been made in the accounts.

The above mentioned contingent liability does not include Rs. 39,852.1 million (March 31, 2013: Rs. 24,260.0 million) considered as remote. Of the total disputed tax demands classified as remote, Rs. 34,920.2 million pertains to the deduction of bad debts and levy of penalties which are pending before appellate authorities and are primarily covered by Apex Court decisions in other cases. Therefore it has not been disclosed as a contingent liability. The balance of Rs. 4,931.9 million pertains to disputed tax liability of life insurance company primarily due to non-allowance of set-off of brought forward business loss by the assessing officer against the shareholders income, which has been considered as income from other sources by the tax authorities. The same is classified as remote on the basis of favorable income tax appellate decisions in its own case. The consequence of inquiries initiated by the tax authorities are not quantified, as the Group believes that such proceedings are likely to be dropped by the tax authorities or will not be upheld by judicial authorities.

15.Litigation

A number of litigation and claims against the Group and its directors are pending in various forums. The claims on the Group mainly arise in connection with civil cases involving allegations of service deficiencies, property or labor disputes, fraudulent transactions, economic offences and other cases filed in the normal course of business. The Group is also subject to counter-claims arising in connection with its enforcement of contracts and loans. A provision is created where an unfavorable outcome is deemed probable and in respect of which a reliable estimate can be made. In view of inherent unpredictability of litigation and cases where claims sought are substantially high, actual cost of resolving litigations may be substantially different than the provision held. For cases where unfavorable outcome is deemed to be reasonably possible, it is not possible to make an estimate of the possible loss or range of possible losses due to the nature of the cases as explained above. The total amount of claims against the Group where an unfavorable outcome is deemed probable was Rs. 5,838.4 million and where unfavorable outcome is reasonably possible was Rs. 13,525.0million at March 31, 2014. Based upon a review of open matters with its legal counsels including loss contingency on account of such litigation and claims, and classification of such contingency as 'probable', 'possible' or 'remote' and with due provisioning for the relevant litigation and claims, the management believes that the outcome of such matters will not have a material adverse effect on the Group's consolidated financial position, results of operations or cash flows.

F-76

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

16.Segmental Information

The following table sets forth, the business segment results for the period ended March 31, 2014 prepared on the basis described in Schedule 18 note 11A.

                                                                                                                          Rupees in million

Sr. No.	Particulars	Retail Banking		Wholesale Banking		Treasury			Other banking business			Life insurance			General insurance			Others			Inter segment adjustment			Total
1	Revenue		274,116.0		324,024.8		392,902.4			32,231.1			159,902.0			57,122.0			33,494.9			(478,154.7	)		795,638.5
	External revenue		125,653.2		253,854.2		139,516.1			29,234.1			159,773.9			55,835.3			31,771.7			..			795,638.5
	Revenue from transfer pricing on external liabilities and other internal revenue		148,462.8		70,170.6		253,386.3			2,997.0			128.1			1,286.7			1,723.2			(478,154.7	)		..
2	Segment results		18,295.2		65,886.3		52,565.0			9,031.5			15,292.4			5,202.4			9,784.2			(13,190.7	)		162,866.3
3	Unallocated expenses																								..
4	Operating profit (2) – (3)																								162,866.3
5	Income tax expenses (net)/(net deferred tax credit)																								46,095.1
6	Net profit1 (4) - (5)																								116,771.2
	Other information
7	Segment assets		991,908.9		2,426,741.3		2,370,923.6			681,783.0			815,256.1			131,928.9			198,767.9			(196,843.6	)		7,420,466.1
8	Unallocated assets2																								54,790.7
9	Total assets (7) + (8)																								7,475,256.8
10	Segment liabilities		2,388,971.3		1,048,445.5		2,408,594.4	3		672,409.6	3		816,826.0	3		135,456.3	3		201,397.4	3		(196,843.7	)		7,475,256.8
11	Unallocated liabilities																								..
12	Total liabilities (10) + (11)																								7,475,256.8
13	Capital expenditure		5,765.3		628.6		18.8			190.5			804.7			347.5			299.9			..			8,055.3
14	Depreciation & amortization		4,357.2		1,044.3		12.5			488.5			468.4			496.9			350.7			(25.8	)		7,192.7

1.   Includes share of net profit of minority shareholders.

2.   Includes tax paid in advance/tax deducted at source (net) and deferred tax asset (net).

3.   Includes share capital and reserves and surplus.

F-77

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, the business segment results for the year ended March 31, 2013.

                                                                                                                        Rupees in million

Sr. No.	Particulars	Retail Banking		Wholesale Banking		Treasury			Other banking business			Life insurance			General insurance			Others			Inter segment adjustment			Total
1	Revenue		225,856.3		313,687.6		355,981.5			28,346.2			173,760.3			50,433.0			29,968.0			(435,988.9	)		742,044.0
	External revenue		94,287.7		238,497.2		129,236.4			28,741.6			173,613.9			49,261.1			28,406.1			..			742,044.0
	Revenue from transfer pricing on external liabilities and other internal revenue		131,568.6		75,190.4		226,745.1			(395.4	)		146.4			1,171.9			1,561.9			(435,988.9	)		..
2	Segment results		9,545.5		66,188.6		36,613.3			6,410.1			15,696.5			2,816.8			7,817.3			(8,920.5	)		136,167.6
3	Unallocated expenses																								..
4	Operating profit (2) – (3)																								136,167.6
5	Income tax expenses (net)/ (net deferred tax credit)																								34,868.8
6	Net profit1 (4) - (5)																								101,298.8
	Other information
7	Segment assets		729,750.3		2,269,628.7		2,275,315.5			528,156.9			751,970.8			115,962.4			191,259.5			(182,506.0	)		6,679,538.1
8	Unallocated assets2																								68,679.0
9	Total assets (7) + (8)																								6,748,217.1
10	Segment liabilities		2,043,187.5		1,071,994.1		2,244,231.8	3		504,637.5	3		753,500.5	3		118,686.9	3		194,484.8	3		(182,506.0	)		6,748,217.1
11	Unallocated liabilities																								..
12	Total liabilities (10) + (11)																								6,748,217.1
13	Capital expenditure		4,426.2		1,188.2		10.8			148.6			319.7			380.0			873.9			(187.6	)		7,159.8
14	Depreciation & amortization		3,540.8		991.8		18.4			486.6			409.8			488.0			345.2			(25.8	)		6,254.8

1.    Includes share of net profit of minority shareholders.

2.   Includes tax paid in advance/tax deducted at source (net) and deferred tax asset (net).

3.   Includes share capital and reserves and surplus.

F-78

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, the business segment results for the year ended March 31, 2012.

Rupees in million

Sr. No.	Particulars	Retail Banking		Wholesale Banking		Treasury			Other banking business			Life insurance			General insurance			Others			Inter segment adjustment			Total
1	Revenue		197,112.7		261,713.1		301,868.5			25,138.6			176,203.5			43,301.6			29,698.1			(368,453.3	)		666,582.8
	External revenue		87,321.3		194,646.5		112,876.7			25,041.5			175,964.4			42,299.8			28,432.6			..			666,582.8
	Revenue from transfer pricing on external liabilities and other internal revenue		109,791.4		67,066.6		188,991.8			97.1			239.1			1,001.8			1,265.5			(368,453.3	)		..
2	Segment results		5,499.9		62,077.3		22,441.1			3,928.2			14,137.2			(3,952.1	)		8,108.6			(5,373.7	)		106,866.5
3	Unallocated expenses																								..
4	Operating profit (2) – (3)																								106,866.5
5	Income tax expenses (net)/ (net deferred tax credit)																								27,490.2
6	Net profit1 (4) - (5)																								79,376.3
	Other information
7	Segment assets		697,767.7		1,940,355.9		2,169,050.0			515,748.1			714,507.2			103,370.1			174,105.1			(188,245.7	)		6,126,658.4
8	Unallocated assets2																								66,210.6
9	Total assets (7) + (8)																								6,192,869.0
10	Segment liabilities		1,766,275.9		876,508.2		2,237,617.8	3		501,918.2	3		716,543.7	3		105,251.5	3		176,999.4	3		(188,245.7	)		6,192,869.0
11	Unallocated liabilities																								..
12	Total liabilities (10) + (11)																								6,192,869.0
13	Capital expenditure		3,215.5		462.7		6.2			324.0			1,052.2			765.2			272.0			..			6,097.8
14	Depreciation & amortization		3,544.7		1,236.3		21.2			576.5			555.8			445.8			356.8			(22.7	)		6,714.4

1.   Includes share of net profit of minority shareholders.

2.   Includes tax paid in advance/tax deducted at source (net) and deferred tax asset (net).

3.   Includes share capital and reserves and surplus.

F-79

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

During the above periods, the Bank grew its overall balance sheet size. The Bank focused on select credit segments in the retail banking segment which resulted in growth in advances in retail banking segment during these periods.

The Bank pursued a conscious strategy of increasing the share of low cost current account and savings account deposits and re-balancing the funding mix. Accordingly, the Bank continued its strategy of increasing the share of low cost retail deposits, resulting in significant increase in retail deposits. The higher increase in deposits as compared to increase in advances resulted in higher increase in segment liabilities as compared to segment assets in retail business segment during these periods.

F-80

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

17.Employee Stock Option Scheme

The following table sets forth, a summary of the Bank’s stock options outstanding at March 31, 2014.

	Number of shares		Weighted-average exercise price (Rs.)		Weighted-average remaining contractual life (Number of years)		Aggregate intrinsic value (Rs. in million)
Outstanding at the beginning of the year		25,980,453		855.18		6.20		5,174.2
Add: Granted during the year		4,419,650		1,177.17
Less: Lapsed during the year		890,210		961.65
Less: Exercised during the year		1,405,540		530.56
Outstanding at the end of the year		28,104,353		918.68		5.90		9,564.5
Options exercisable		14,608,343		833.48		4.13		6,216.1

The following table sets forth, a summary of the Bank’s stock options outstanding at March 31, 2013.

	Number of shares		Weighted- average exercise price (Rs.)		Weighted-average remaining contractual life (Number of years)		Aggregate intrinsic value (Rs. in million)
Outstanding at the beginning of the year		23,199,545		846.94		6.54		2,565.6
Add: Granted during the year		4,450,200		844.53
Less: Lapsed during the year		802,019		929.35
Less: Exercised during the year		867,273		511.63
Outstanding at the end of the year		25,980,453		855.18		6.20		5,174.2
Options exercisable		13,597,383		793.57		4.43		3,476.2

Total fair value of options vested for the year ended March 31, 2014, March 31, 2013 and March 31, 2012 was Rs. 1,267.8 million, Rs. 1,157.0 million and Rs. 924.5 million respectively.

Total aggregate intrinsic value of options exercised for the year ended March 31, 2014, March 31, 2013 and March 31, 2012 was Rs. 797.2 million, Rs. 456.4 million and Rs. 431.7 million respectively.

 The total compensation cost related to non-vested awards not yet recognized at March 31, 2014 and March 31, 2013 was Rs. 2,124.1 million and Rs. 2,226.6 million respectively and the weighted-average period over which it is expected to be recognized was 2.49 years and 2.46 years respectively.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, a summary of stock options exercisable at March 31, 2014.

Range of exercise price (Rupees per share)	Number of shares		Weighted- average exercise price (Rs.)		Weighted-average remaining contractual life (Number of years)		Aggregate intrinsic value (Rs. in million)
300-599		3,702,278		487.34		2.17		2,856.9
600-999		9,333,135		924.83		4.42		3,118.9
1,000-1,399		1,572,930		1106.22		7.04		240.3

The following table sets forth, a summary of stock options exercisable at March 31, 2013.

Range of exercise price (Rupees per share)	Number of shares		Weighted- average exercise price (Rs.)		Weighted-average remaining contractual life (Number of years)		Aggregate intrinsic value (Rs. in million)
105-299		12,675		132.05		0.07		11.6
300-599		4,423,618		476.85		2.86		2,514.2
600-999		8,249,000		930.02		4.89		950.1
1,000-1,399		912,090		1,104.86		7.92		0.3

The following table sets forth, a summary of Bank’s unvested stock options outstanding at March 31, 2014.

	Shares		Weighted-average fair value at grant date (Rupees)
Unvested at April 1, 2013		12,383,070		491.57
Add: Granted during the year		4,419,650		592.94
Less: Vested during the year		2,729,720		464.45
Less: Forfeited (unvested) during the year		576,990		513.34
Unvested at March 31, 2014		13,496,010		529.32

The following table sets forth, a summary of Bank’s unvested stock options outstanding at March 31, 2013.

	Shares		Weighted-average fair value at grant date (Rupees)
Unvested at April 1, 2012		11,179,890		491.52
Add: Granted during the year		4,450,200		434.91
Less: Vested during the year		2,848,740		406.15
Less: Forfeited (unvested) during the year		398,280		468.24
Unvested at March 31, 2013		12,383,070		491.57

F-82

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the periods indicated, the key assumptions used to estimate the fair value of options.

	Year ended March 31,
	2014	2013	2012
Risk-free interest rate	7.60% to 9.12%	7.99% to 8.87%	7.99% to 9.07%
Expected life	6.35 years	6.35 years	6.35 to 6.98 years
Expected volatility	48.70% to 48.96%	48.99% to 49.55%	47.53% to 49.20%
Expected dividend yield	1.70% to 1.96%	1.52% to 1.96%	1.26% to 1.60%

Risk free interest rates over the expected term of the option are based on the government securities yield in effect at the time of the grant.

The expected term of an option is estimated based on the vesting term as well as expected exercise behavior of the employees who receive the option. The Bank adopted the simplified method of vesting for grants made after April 25, 2008 based on Staff Accounting Bulletin 107 which allows entities to use the simplified method while estimating the term of the share option as the historical stock option exercise pattern may no longer be representative for future exercise behavior.

Expected volatility during the estimated expected term of the option is based on historical volatility determined based on observed market prices of the Bank's publicly traded equity shares.

Expected dividends during the estimated expected term of the option are based on recent dividend activity.

18.Selected information from Indian GAAP financials

The following tables set forth, for the periods indicated, the income statement and balance sheet as per the format required by Regulation S-X.

 Rupees in million

	Year ended March 31,
	2014		2013		2012
Interest and dividend income		494,792.5		448,845.9		379,948.6
Interest expense		297,106.1		282,854.1		250,132.5
Net interest income		197,686.4		165,991.8		129,816.1
Provision for loan losses & others		27,373.9		19,234.0		12,889.7
Provision for investments		1,628.8		1,717.7		1,173.7
Net interest income after provision for loan losses and investments		168,683.7		145,040.1		115,752.7
Non-interest income		300,846.1		293,198.1		286,634.2
Non-interest expense		306,663.5		302,070.5		295,520.5
Income before income taxes, minority interest		162,866.3		136,167.7		106,866.4
Income tax expense		46,095.1		34,868.8		27,490.1
Income before minority interest		116,771.2		101,298.9		79,376.3
Less: Minority interest		6,357.5		5,262.7		2,947.0
Net income		110,413.7		96,036.1		76,429.3

	Year ended March 31,
	2014		2013		2012
Earnings per equity share: (Rs.)
Basic		95.65		83.29		66.33
Diluted		95.14		82.84		66.06
Weighted average number of equity shares used in computing earnings per equity share (millions)
Basic		1,154		1,153		1,152
Diluted		1,159		1,157		1,156

F-83

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Rupees in million

	At March 31,
	2014		2013
Assets
Cash and cash equivalents		482,582.3		493,708.6
Investments1		2,676,094.4		2,556,666.8
Loans, net1,2		3,873,417.8		3,299,741.3
Property, plant and equipment3		55,055.6		54,734.6
Goodwill		1,432.3		1,432.3
Deferred tax asset (net)		9,297.8		26,806.0
Interest accrued, outstanding fees and other income		62,963.1		58,726.5
Assets held for sale		863.6		576.8
Other assets		313,549.9		255,824.2
Total assets		7,475,256.8		6,748,217.1
Liabilities
Interest-bearing deposits		3,151,480.4		2,768,000.0
Non-interest bearing deposits		443,646.4		379,705.3
Short-term borrowings and trading liabilities		552,303.5		548,325.2
Long-term debt		1,279,617.2		1,177,057.0
Redeemable preferred stock		3,500.0		3,500.0
Other liabilities		1,260,303.3		1,166,947.9
Total liabilities		6,690,850.8		6,043,535.4
Minority interest		20,107.6		17,057.6
Stockholders’ equity		764,298.4		687,624.1
Total liabilities and stockholders’ equity		7,475,256.8		6,748,217.1

1.   Includes financial securities amounting to Rs. 152,943.2 million pledged as security towards short-term borrowings amounting to Rs. 141,962.4 million.

2.   Includes loans amounting to Rs. 107,324.2 million pledged as security towards long-term borrowings amounting to Rs. 106,742.2 million.

3.   Includes property, plant and equipment amounting to Rs. 23.8 million, pledged in addition to negative lien on book debts as security, towards long-term borrowings amounting to Rs. 8,800.0 million.

The following tables set forth, for the periods indicated, the statement of stockholders’ equity.

Rupees in million

	Equity share capital		Employee stock options outstanding		Securities premium		Revenue and other reserves1			Other special reserves2
Balance at April 1, 2011		11,518.2		2.9		313,321.9		94,356.4			133,825.6
Proceeds from issue of share capital		9.5		..		654.0		..			..
Additions during the year		..		21.0		..		32,020.5			36,326.3
Deductions during the year		..		..		..		(2,225.3	)		(7,066.0	)
Balance at March 31, 2012		11,527.7		23.9		313,975.9		124,151.6			163,085.9

1. Includes revenue and other reserves and balance in profit and loss account.

2. Includes statutory reserve, special reserve, unrealized investment reserve, capital reserve fund, foreign currency translation reserve and reserve fund.

F-84

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

 Rupees in million

	Equity share capital		Employee stock options outstanding		Securities premium		Revenue and other reserves1			Other special reserves2
Balance at April 1, 2012		11,527.7		23.9		313,975.9		124,151.6			163,085.9
Proceeds from issue of share capital		8.7		..		516.5		..			..
Additions during the year		..		20.9		..		41,412.8			35,083.3
Deductions during the year		..		..		..		(2,121.5	)		(61.6	)
Balance at March 31, 2013		11,536.4		44.8		314,492.4		163,442.9			198,107.6

1. Includes revenue and other reserves and balance in profit and loss account.

2. Includes statutory reserve, special reserve, unrealized investment reserve, capital reserve fund, foreign currency translation reserve and reserve fund.

Rupees in million

	Equity share capital		Employee stock options outstanding		Securities premium		Revenue and other reserves1			Other special reserves2
Balance at April 1, 2013		11,536.4		44.8		314,492.4		163,442.9			198,107.6
Proceeds from issue of share capital		14.0		..		1,045.4		..			..
Additions during the year		..		20.9		..		44,886.6			47,540.1
Deductions during the year		..		..		..		(14,519.7	3)		(2,313.0	)
Balance at March 31, 2014		11,550.4		65.7		315,537.8		193,809.8			243,334.7

1. Includes revenue and other reserves and balance in profit and loss account.

2. Includes statutory reserve, special reserve, unrealized investment reserve, capital reserve fund, foreign currency translation reserve and reserve fund.

3. Includes Rs. 14,192.3 million utilized for creation of deferred tax liability on balance in Special Reserve at March 31, 2013 in accordance with Reserve Bank of India circular dated December 20, 2013.

The following table sets forth, for the periods indicated, the movement in profit and loss account.

 Rupees in million

	March 31, 2014			March 31, 2013			March 31, 2012
Balance at the beginning of the year		103,294.6			68,048.8			40,077.7
Additions during the year		110,413.7			96,036.1			76,429.4
Proposed dividend		(30,188.5	)		(27,015.2	)		(22,281.9	)
Deductions during the year		(38,044.2	)		(33,775.1	)		(26,176.4	)
Balance at the end of the year		145,475.6			103,294.6			68,048.8

The cash flow statement is in compliance with the requirements of IAS 7 – Cash Flow Statements.

The following table sets forth, for the periods indicated, the supplementary information to the cash flow statement.

     Rupees in million

	Year ended March 31,
	2014		2013		2012
Conversions of loans to shares		3,591.9		1,176.1		8,493.8
Interest paid		287,917.7		284,851.3		248,148.7

19.Estimated fair value of financial instruments

The Group’s financial instruments include non-derivative financial assets and liabilities as well as derivative instruments. Fair value estimates are generally subjective in nature, and are made at a specific point in time based on the characteristics of the financial instruments and relevant market information. Quoted market

F-85

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

prices are used, wherever available. In other cases, fair values are based on estimates using present value or other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions used and judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows and other factors. Changes in assumptions could significantly affect these estimates and the resulting fair values. Derived fair value estimates cannot necessarily be substantiated by comparison to independent markets and in many cases, may not be realized in an immediate sale of the instruments.

Fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered as financial instruments. Disclosure of fair values is not required for certain items such as investments accounted for under the equity method of accounting, obligations for pension and other post-retirement benefits, income tax assets and liabilities, property and equipment, pre-paid expenses, core deposit intangibles and the value of customer relationships associated with certain types of consumer loans, particularly the credit card portfolio and other intangible assets. Accordingly, the aggregate fair value amount presented does not purport to represent and should not be considered representative of the underlying market or franchise value of the Group. In addition, because of differences in methodologies and assumptions used to estimate fair values, the Group’s fair values should not be compared to those of other financial institutions.

The methods and assumptions used by the Group in estimating the fair values of financial instruments are described below.

Cash and balances with banks and money at call and short notice

The carrying amounts reported in the balance sheet approximate fair values because a substantial amount of the portfolio has maturities of less than three months.

Investments

The fair values of investments are generally determined based on quoted or other independent market prices. Values for interest rate and foreign exchange products are based on quoted or other independent market prices or are estimated using pricing models or discounted cash flows. For certain debt and equity investments that do not trade on established exchanges and for which markets do not exist, estimates of fair value are based upon management’s review of the investee’s financial results, condition and prospects.

Advances

The fair values of commercial and consumer loans are estimated by discounting the contractual cash flows using interest rates currently offered on various loan products. The carrying value of certain other loans approximate fair value due to the short-term nature of these loans. The advances are classified as Level 3 instruments in view of absence of any significant market observable data for valuation of these instruments.

Deposits

The carrying amount of deposits with no stated maturity is considered to be equal to their fair value. Fair value of fixed rate time deposits is estimated by discounting contractual cash flows using interest rates currently offered on the deposit products. Fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of alternative forms of funding (core deposit intangibles). The deposits are classified as Level 3 instruments in view of absence of any significant market observable data for valuation of these instruments.

F-86

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Borrowings

The fair value of the Group’s debt is estimated by discounting future contractual cash flows using appropriate interest rates and credit spreads. The carrying value of certain other borrowings approximates fair value due to the short-term nature of these borrowings. The borrowings are classified as Level 2 instruments in view of the inputs used like interest rates, yield curves, credit spreads, which are available from public sources like Reuters, Bloomberg and Fixed Income Money Markets & Derivatives Association of India.

The following table sets forth, for the periods indicated, the listing of the fair value by category of financial assets and financial liabilities.

Rupees in million

	At March 31, 2014				At March 31, 2013
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
Financial assets
Cash and balances with Reserve Bank of India		220,969.3		220,969.3		193,062.0		193,062.0
Balances with banks and money at call and short notice		261,613.0		261,613.0		300,646.5		300,646.5
Investments		2,676,094.4		2,635,486.9		2,556,666.8		2,559,776.2
Advances		3,873,417.8		3,863,829.3		3,299,741.3		3,270,295.8
Other assets		329,443.4		329,443.4		272,741.9		272,741.9
Total		7,361,537.9		7,311,341.9		6,622,858.5		6,596,522.4
Financial liabilities
Interest-bearing deposits		3,151,480.4		3,169,837.1		2,768,000.1		2,787,973.4
Non-interest-bearing deposits		443,646.4		443,646.4		379,705.3		379,705.3
Borrowings1		1,835,420.7		1,858,378.0		1,728,882.2		1,756,133.6
Other liabilities and provisions		1,235,880.3		1,235,880.3		1,146,502.4		1,146,502.4
Total		6,666,427.8		6,707,741.8		6,023,090.0		6,070,314.7

1.Includes preference share capital with a carrying value of Rs. 3,500.0 million (March 31, 2013: Rs. 3,500.0 million).

20.   Differences between Indian GAAP and U.S. GAAP

The consolidated financial statements of the Group are prepared in accordance with Indian GAAP, which differs in certain significant aspects from U.S. GAAP.

The following tables summarize the significant adjustments to consolidated net income and stockholders’ equity which would result from the application of U.S. GAAP.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

1. Net income reconciliation

 Rupees in million

	Note	Year ended March 31,
		2014			2013			2012
Consolidated profit after tax as per Indian GAAP excluding minority interests1			110,413.7			96,036.1			76,429.3
Adjustments on account of:
Allowance for loan losses	(a)		(8,720.4	)		(1,349.5	)		2,009.8
Business combinations	(b)		(776.8	)		(1,127.4	)		(1,953.6	)
Consolidation2	(c)		(1,177.9	)		1,916.6			1,445.5
Valuation of debt and equity securities	(d)		(5,796.8	)		2,148.0			(428.2	)
Amortization of fees and costs	(e)		6,869.6			9,009.3			369.0
Accounting for derivatives	(f)		382.1			229.5			(982.1	)
Accounting for compensation costs	(g)		(2,193.8	)		(1,814.6	)		(1,714.0	)
Accounting for securitization	(h)		(544.1	)		5.2			(377.2	)
Deferred tax benefit/(expense) 2	(i)		5,190.9			(4,001.7	)		(3,987.8	)
Others			(2,225.5	)		..			..
Total impact of all adjustments			(8,992.7	)		5,015.4			(5,618.7	)
Net income as per U.S. GAAP attributable to ICICI Bank stockholders			101,421.0			101,051.5			70,810.7
Net income as per U.S. GAAP attributable to non-controlling interests1			887.5			541.0			440.6
Total net income as per U.S. GAAP			102,308.5			101,592.5			71,251.3
Basic earnings per share (Rs.)
Indian GAAP (consolidated)			95.65			83.29			66.33
U.S. GAAP (consolidated)			87.86			87.64			61.45
Diluted earnings per share (Rs.)
Indian GAAP (consolidated)			95.14			82.84			66.06
U.S. GAAP (consolidated)			87.48			87.21			61.21

1.   Profit attributable to minority interests as per Indian GAAP was Rs. 6,357.5 million (March 31, 2013: Rs. 5,262.7 million and March 31, 2012: Rs. 2,947.0 million).

2.   Includes gain/(loss) of Rs. 1,108.4 million for year ended March 31, 2012 in ‘Consolidation’ and Rs. (279.7) million for the year ended March 31, 2012 in ‘Deferred taxes benefit/(expense)’ due to retrospective adoption of guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010.

F-88

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

2. Stockholders’ equity reconciliation

Rupees in million

	Note	At March 31,
		2014			2013
Consolidated networth as per Indian GAAP excluding minority interests 1			764,298.5			687,624.1
Adjustments on account of:
Allowance for loan losses	(a)		(20,115.3	)		(11,394.9	)
Business combinations	(b)		30,833.2			31,808.4
Consolidation­­	(c)		6,884.7			9,468.8
Valuation of debt and equity securities	(d)		(36,978.3	)		(236.9	)
Amortization of fees and costs	(e)		(14,603.0	)		(20,612.7	)
Accounting for derivatives	(f)		2,722.2			2,316.8
Accounting for compensation costs	(g)		865.1			865.1
Accounting for securitization	(h)		289.1			542.5
Deferred taxes	(i)		38,666.2			10,239.1
Others	(j)		(62.2	)		(62.2	)
Proposed dividend	(k)		29,082.1			26,007.9
Total impact of all adjustments			37,583.8			48,941.9
ICICI Bank stockholders’ equity as per U.S. GAAP			801,882.3			736,566.0
Non-controlling interests1			1,480.7			1,507.2
Total equity as per U.S. GAAP			803,363.0			738,073.2

1.   Networth, representing capital and reserves and surplus, attributable to minority interests as per Indian GAAP was Rs. 20,107.6 million (March 31, 2013: Rs. 17,057.6 million).

a)   Allowance for loan losses

The differences in the allowance for loan losses between Indian GAAP and U.S. GAAP are primarily on account of:

i.   Difference in the discount rates used for computing allowances created on restructured assets, including allowances on certain loans transferred to asset reconstruction companies not accounted for as a sale under U.S. GAAP.

ii.   Allowances for loan losses created on other impaired loans made in accordance with FASB ASC Topic 450, “Contingencies” and FASB ASC Topic 310, “Receivables” under U.S. GAAP and graded provisioning rates on non-performing loans, subject to minimum provisioning rates prescribed by Reserve Bank of India guidelines under Indian GAAP for the Bank.

iii.   Allowances for credit losses on the performing portfolios based on the estimated probable losses inherent in the portfolio under U.S. GAAP as compared to prescriptive provisioning norms for standard assets as per Reserve Bank of India norms under Indian GAAP for the Bank.

Under U.S. GAAP, the impaired loans portfolio is classified into restructured loans and other impaired loans. Restructured loans represent loans whose terms relating to interest and installment payments have been modified and qualify as troubled debt restructurings as defined in FASB ASC Subtopic 310-40, “Troubled Debt Restructurings by Creditors”. Other impaired loans represent loans other than restructured loans, which qualify for impairment as per FASB ASC Subtopic 310-10, “Receivables Overall”.

F-89

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Allowances on restructured loans

Under Indian GAAP, the provision on restructured loans is required to be equal to the difference between the fair value of the loan before and after restructuring. The fair value of the loan before restructuring is computed as the present value of cash flows representing the interest at the existing rate charged on the loan before restructuring and the principal. The fair value of the loan after restructuring is computed as the present value of cash flows representing the interest at the rate charged under the loan’s restructured terms and the principal. Both sets of cash flows are discounted at the Bank’s Base Rate plus the appropriate term premium and credit risk premium for the borrower category or other applicable rate.

Under U.S. GAAP, the allowance for loan losses for restructured loans is created by discounting expected cash flows at originally contracted interest rates, unlike Indian GAAP, under which the original and restructured cash flows are discounted at the current estimated lending rate. Allowances recognized on account of reductions of future interest rates as a part of troubled debt restructurings are accreted as a credit to the provision for loan losses over the tenor of the restructured loan.

Under Indian GAAP, loan accounts subjected to restructuring are upgraded to the standard category if the borrower demonstrates, over a minimum period of one year, the ability to repay the loan in accordance with the contractual terms and the borrower gets reinstated to a normal level of general provisions for standard loans/risk weights for capital adequacy computations. The period of one year is from the commencement of the first payment of principal or interest whichever is later on the credit facility with the longest period of moratorium under the restructured terms. However, the process of up-gradation under U.S. GAAP is not rule-based and the timing of up-gradation may differ across individual loans.

Allowances on other impaired loans

The difference related to the provision for loans classified as other impaired under U.S. GAAP arises from differences in conclusions as to whether loans are impaired and due to a difference in methodology applied to calculate the allowance for loan losses under U.S. GAAP and Indian GAAP.

Under Indian GAAP, non-performing loans are classified into three categories: sub-standard assets, doubtful assets and loss assets. A loan is classified as sub-standard if interest payments or installments have remained overdue for more than 90 days. A provision of 15.0% is required for all sub-standard loans. An additional provision of 10.0% is required for accounts that are ab-initio unsecured. A loan is classified as a doubtful loan if it has remained sub-standard for more than twelve months. A 100% provision/write-off is required with respect to the unsecured portion of the doubtful loans. A 100% provision is required for the secured portion of loans classified as doubtful for more than three years and is recorded in a graded manner as the three year period occurs. A loan is classified as a loss asset if the losses on it are identified or the loan is considered uncollectible. For loans classified as a loss, the entire loan is required to be written off or provided for.

Under U.S. GAAP, larger balance, non-homogenous exposures representing significant individual credit exposures (both funded and non-funded), are individually evaluated. The evaluation includes considerations of both qualitative and quantitative criteria, including but not limited to, the account conduct, future prospects, repayment history and financial performance. Loans are considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. In addition to the detailed review of significant individual credit exposures, the Bank also classifies its loans based on the overdue status of each account, based on which a loan is assessed for classification as impaired if principal or interest has remained

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

overdue for more than 90 days. The Bank establishes specific allowances for each impaired larger balance, non-homogenous exposure based on either the present value of expected future cash flows or in case of a collateral dependent loan, the net realizable value of the collateral.

Smaller balance homogenous loans, including consumer mortgage, installment, revolving credit and most other consumer loans are evaluated for impairment at an aggregate portfolio level for each loan type. The allowance for loan losses attributed to these loans is established through a process that includes an estimate of probable losses inherent in the portfolio, based upon statistical analysis that, among other factors, includes analysis of historical delinquency and credit loss experience.

Under Indian GAAP, on the maturity or termination of the derivative contracts, any amount due from the counter-party, if not collected within 90 days, is required to be reversed through income statement under Reserve Bank of India guidelines. Under U.S. GAAP, these receivables are analyzed to identify the required provisions in the same manner as individual credit exposures.

Allowances on performing loans

Under U.S. GAAP, allowances for credit losses on the performing loans are made under FASB Topic 450, “Contingencies”. The Bank estimates the unallocated allowance on commercial loans based on the internal credit slippage matrix and overall portfolio quality as determined by internal credit ratings. The internal credit slippage matrix reflects default rates historically observed by the Bank and the internal credit ratings of exposures reflect current economic conditions and relevant risk factors.

Under Indian GAAP, the allowances on the performing portfolios are based on guidelines issued by the Reserve Bank of India. The provisioning requirement is a uniform rate of 0.4% for all standard assets except –

· direct advances to agricultural and the Small and Micro Enterprise sectors, which attract a provisioning requirement of 0.25%,

· advances to commercial real estate residential and non-residential sectors which attract a provisioning requirement of 0.75% and 1.0% respectively,

· housing loans, where such loans are made at comparatively lower interest rates for the first years of the loan after which the rates are reset at higher rates, which attract a provisioning requirement of 2.0%.

In May 2011, the Reserve Bank of India increased the standard asset provisioning on restructured loans to 2.0% in the first two years from the date of restructuring. Loans restructured with a moratorium on payment of interest/principal attract a standard asset provision of 2.0% for the period covering the moratorium and two years thereafter. Restructured accounts classified as non-performing advances when upgraded to the standard category carry a provision of 2.0% in the first year from the date of up-gradation. In November 2012, Reserve Bank of India increased the standard asset provision on restructured loans from 2.00% to 2.75%. Standard asset provisions on accounts restructured after June 1, 2013 was increased to 5.0%. The standard asset provision required on accounts restructured before June 1, 2013 was increased to 3.5% from March 31, 2014, and would be further increased to 4.25% from March 31, 2015 and 5.0% from March 31, 2016.

Under Indian GAAP, the Reserve Bank of India guidelines do not specify the conditions under which the assets may be written-off. The Bank has internal policies for charge off of non-performing loans against loan loss allowances. Loans, including mortgage loans, are generally charged off against allowances when, based on a borrower-specific evaluation of the possibility of further recovery, the Bank concludes that the balance cannot be collected. The Bank evaluates whether a balance can be collected based on the realizable value of collateral,

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

the results of the Bank’s past recovery efforts, the possibility of recovery through legal recourse and the possibility of recovery through settlement. Small-balance homogenous loans other than mortgage loans are generally charged off against allowances after predefined periods of delinquency, as follows:

● Two wheeler loans: overdue for 1 continuous year

● Unsecured small value personal loans: overdue for 1 continuous year

● Credit card receivables: overdue for 4 continuous years

● Other consumer loans: overdue for 5 continuous years

The same criteria are used for charge off of impaired loans under U.S. GAAP.

The Bank transfers certain impaired loans to borrower specific funds/trusts managed by asset reconstruction companies in exchange for security receipts issued by the funds/trusts, as part of the strategy for resolution of non-performing assets. The funds/trusts have been set up by the asset reconstruction companies under enacted debt recovery legislation in India and they aim to improve the recoveries of banks on non-performing assets by aggregating lender interests and speeding up the enforcement of security interests by lenders. While under Indian GAAP, such transfers are recognized as a sale, under U.S. GAAP these transfers are not recognized as a sale due to the following reasons:

• Certain transfers do not qualify for sale accounting under FASB ASC Topic 860, “Transfers and servicing”.

• Certain transfers were impacted by FASB ASC Subtopic 810-10,“Consolidation – overall”. The funds/trusts to which these loans have been transferred are variable interest entities within the definition contained in ASC Subtopic 810-10. As the Bank is the ‘Primary Beneficiary’ of certain of these funds/trusts, it is required under U.S. GAAP to consolidate these entities.

The following table sets forth, for the periods indicated, the difference in aggregate allowances for loan losses between Indian GAAP and U.S. GAAP as attributable to the aforementioned reconciling items.

                                                                                                                                              Rupees in million

Reconciling items	Year ended March 31,
	2014			2013			2012
Differences due to provision on loans classified as troubled debt restructuring under U.S. GAAP (includes cases transferred to asset reconstruction company)		14.4			3,913.0			2,976.4
Differences due to provisions on loans classified as other impaired under U.S. GAAP1		(5,946.3	)		(4,982.6	)		(260.1	)
Differences due to provisions created on performing assets		(2,788.5	)		(279.9	)		(706.5	)
Total difference in allowance for loan losses		(8,720.4	)		(1,349.5	)		2,009.8

1. Includes provision on smaller balance homogeneous loans.

The differences in the methodology of computing loan loss allowances between Indian GAAP and U.S. GAAP, as described above, result in timing differences in the recognition of such losses.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The movement in the difference in provisions under Indian GAAP and U.S. GAAP on loans classified as troubled debt restructuring primarily reflects the timing difference in the provision made. The provisions on “other impaired loans” increased during fiscal 2013 and fiscal 2014 due to higher provision on commercial loans under U.S. GAAP as compared to Indian GAAP. The provision on commercial loans increased under U.S. GAAP as compared to Indian GAAP due to higher additions to non-performing loans during the year.

During fiscal 2014, provision on performing loans under U.S. GAAP increased as compared to Indian GAAP primarily due to increase in overall loan portfolio and credit rating downgrades for certain loans.

The cumulative provisions under U.S. GAAP at March 31, 2014 continue to be higher than the cumulative provisions held under Indian GAAP as shown in the statement of stockholders’ equity reconciliation.

b) Business combinations

The differences arising due to business combinations are primarily on account of:

i)Determination of the accounting acquirer and

ii)Accounting for intangible assets.

Under U.S. GAAP, the amalgamation between ICICI Bank Limited and ICICI Limited was accounted for as a reverse acquisition in fiscal 2003. This means that ICICI Limited was recognized as the accounting acquirer in the amalgamation, although ICICI Bank Limited was the legal acquirer. On the acquisition date, ICICI Limited held a 46% ownership interest in ICICI Bank Limited. Accordingly, the acquisition of the balance 54% ownership interest was accounted for as a step-acquisition. Under Indian GAAP, ICICI Bank Limited was recognized as the legal and the accounting acquirer and the assets and liabilities of ICICI Limited were incorporated in the books of ICICI Bank Limited in accordance with the purchase method of accounting. Further, under U.S. GAAP, the amalgamation resulted in goodwill and intangible assets while the amalgamation under Indian GAAP resulted in a capital reserve (negative goodwill), which was accounted for as Revenue and Other Reserves according to the scheme of amalgamation.

During fiscal 2011, ICICI Bank acquired Bank of Rajasthan Limited through exchange of common stock. The acquisition of the Bank of Rajasthan Limited was accounted for under Indian GAAP as per the Reserve Bank of India approved scheme of merger. Under Indian GAAP, the purchase consideration was determined to be Rs. 341.8 million based on the paid-up value of common stock issued. Under U.S. GAAP, the purchase consideration was determined as the fair value of total consideration transferred, based on ASC Topic 805, at Rs. 32,929.6 million. The impact of this, and some other non-significant factors relating to the accounting of business combinations, resulted in an increase in reconciliation differences of Rs. 32,682.7 million in stockholders’ equity reconciliation due to accounting of business combinations for acquisition of Bank of Rajasthan in fiscal 2011. Under U.S. GAAP, goodwill of Rs. 27,120.9 million and definite life intangible assets of Rs. 3,898.0 million have been recorded. The acquisition of the Bank of Rajasthan was determined not to have been a material acquisition based on the Regulation S-X criteria. Under Indian GAAP, no goodwill and intangible assets were recognized as per scheme of merger approved by the Reserve Bank of India. Under U.S. GAAP goodwill and intangible assets were recognized based on purchase method of accounting under ASC 805.

Further, for certain other acquisitions made by the Group, no goodwill and intangibles have been accounted for under Indian GAAP primarily due to accounting for the amalgamation by the pooling of interests method and as per scheme of merger approved by Reserve Bank of India. However, under U.S. GAAP, goodwill has been accounted for in accordance with FASB ASC Topic 805, “Business Combinations”,and FASB ASC Topic 350, “Intangibles – Goodwill and others”.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Under U.S. GAAP subsequent to the adoption of ASC Topic 350, the Group does not amortize goodwill and intangibles with infinite life but instead tests the same for impairment at least annually. The annual impairment test under ASC Topic 350 does not indicate an impairment loss for fiscal 2014.

Under U.S. GAAP definite lived intangible assets are amortized over their estimated useful lives in proportion to the economic benefits consumed in each period.

The following table sets forth, the estimated useful lives of intangible assets.

	No. of years
Customer-related intangibles	4 to 10
Core deposits	2 to 5
Operating lease	7

The following table sets forth, for the periods indicated, the differences in net income arising from accounting for business combinations under Indian GAAP and U.S. GAAP.

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013			2012
Amortization of intangibles		(848.3	)		(961.9	)		(1,692.3	)
Others		71.5			(165.5	)		(261.3	)
Total difference in business combinations		(776.8	)		(1,127.4	)		(1,953.6	)

c) Consolidation

The differences on account of consolidation are primarily on account of:

1. Consolidation of insurance subsidiaries;

2. Equity affiliates and majority owned subsidiaries; and

3. Consolidation of variable interest entities.

Under Indian GAAP, consolidation is required only if there is ownership of more than one-half of the voting power of an enterprise or control of the composition of the Board of Directors in the case of a company or of the composition of the governing body in case of any other enterprise.

Under Indian GAAP, the insurance subsidiaries (ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited) are fully consolidated whereas under U.S. GAAP, these subsidiaries are accounted for by the equity method of accounting as the minority shareholders have substantive participating rights as defined in ASC Subtopic 810-10.

The following table sets forth, for the periods indicated, the differences in net income arising from accounting for consolidation under Indian GAAP and U.S. GAAP.

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013		2012
Profit/(loss) as per U.S. GAAP for insurance subsidiaries (1)		19,175.2			20,451.5		9,470.6
Less: Profit/(loss) as per Indian GAAP for insurance subsidiaries		20,769.5			18,016.1		9,678.0
Net reconciliation difference for insurance subsidiaries (2)		(1,594.3	)		2,435.4		(207.4	)
Profit/(loss) from insurance subsidiaries attributable to the		(1,164.3	)		1,788.4		(133.9	)

F-94

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Reconciling items	Year ended March 31,
	2014			2013			2012
Group(3)
Profit/(loss) from equity affiliates and majority owned subsidiaries		(1,609.4	)		(1,025.0	)		(1,061.8	)
Profit/(loss) on consolidation of variable interest entities and special purpose entities(4)		1,595.8			1,153.2			2,641.2
Total differences in consolidation		(1,177.9	)		1,916.6			1,445.5

1. Includes the impact of retrospective adoption of guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010 for the year ended March 31, 2012.

2. Represents total differences in profit/(loss) between Indian GAAP and U.S. GAAP for life insurance and general insurance subsidiaries, as noted separately below.

3. Represents the Group’s share of profit/(loss) in “Net reconciliation difference for insurance subsidiaries” and excludes the share of non-controlling interest holders. The Group owns part, not all, of the insurance subsidiaries. As such, only a portion of “Net reconciliation difference for insurance subsidiaries” is attributable to the Group; the rest is attributable to non-controlling interest holders. The share attributable to the Group constitutes the “Profit/(loss) from insurance subsidiaries attributable to the Group.” Reconciling items pertaining to significant differences between Indian GAAP and U.S. GAAP for life insurance subsidiary and for general insurance subsidiary are discussed separately below.

4. Does not include any amount that is attributable to non-controlling interest holders.

The following table sets forth, for the periods indicated, the significant differences between Indian GAAP and U.S. GAAP in case of the life insurance subsidiary.

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013			2012
Profit/(loss) as per Indian GAAP		15,655.9			14,958.3			13,841.3
Adjustments on account of
Difference in statutory reserve and unallocated policyholders’ surplus, net of amortization of deferred acquisition cost(1)		3,708.6			3,905.9			3,028.0
Actuarial reserves on lapsed policies		(1,304.1	)		(3,114.7	)		(1,986.0	)
Compensation costs		33.6			22.9			(74.2	)
Unrealized gain/(loss) on trading portfolio of participating funds		(1,397.0	)		1,577.5			(866.3	)
Deferred taxes(1)		(141.1	)		(897.5	)		(129.3	)
Others		(3.0	)		(3.0	)		(2.9	)
Profit/(loss) as per U.S. GAAP		16,552.9			16,449.4			13,810.6

1. Includes gain/(loss) of Rs. 1,468.9 million for year ended March 31, 2012 due to retrospective adoption of guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010.

The aforesaid differences in respect of the life insurance subsidiary are described below.

i)   Difference in statutory reserve and unallocated policyholders’ surplus, net of amortization of deferred acquisition cost.

 Statutory reserve

Reserves under Indian GAAP are held as per the requirements of the Insurance Regulatory and Development Authority and the Actuarial Society of India. Accordingly, the reserves are computed using the Gross Premium Method (reserves are computed as the present value of future benefits including future bonuses and the present value of expenses including overheads and are net of the present value of future total premiums, paid by policyholders). Reserves under U.S. GAAP are valued using the Modified Net Premium Method as per the valuation norms prescribed under U.S. GAAP. The liability consists of two parts, namely, policy reserves (comprising benefit reserve and maintenance expense reserve) and deferred premium liability.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The benefit reserve is computed as the present value of benefits less the present value of the net premium for benefits. The maintenance expense reserve is computed as the present value of maintenance expenses less the present value of net premiums for maintenance expenses. Deferred premium liability is held in accordance with ASC Topic 944-40-25-28 for products where the premium paying term is shorter than the policy term so as to allow the emergence of the profits over the entire policy term. Under unit-linked products, the excess of initial charges over ultimate charges is held as unearned revenue reserve to allow for the emergence of the profit over the term of the policy.

Unallocated policyholders’ surplus

Unallocated policyholders’ surplus represents amount to be set aside for policyholders under participating products as required under U.S. GAAP.

Amortization of deferred acquisition cost

Under Indian GAAP, acquisition cost is charged to the revenue account in the year in which it is incurred whereas under U.S. GAAP, the same is deferred over the policy term. The deferred acquisition costs are amortized in proportion to premium revenue recognition for traditional insurance products and based on the present value of estimated gross profits (EGP) for unit linked and universal life products. Under U.S. GAAP, until fiscal 2012, the expenses that varied with and were primarily related to the acquisition of new business were carried as deferred acquisition cost. This deferred acquisition cost was capitalized and amortized in accordance with ASC Topics 944-30-30, 944-30-35 and 944-30-45. During fiscal 2013, the life insurance subsidiary has adopted the guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010. This guidance modifies the definition of the types of costs incurred by insurance entities that can be capitalized in the acquisition of new and renewal contracts. Accordingly, only certain acquisition costs specified in Accounting Standards Update 2010-26 can be deferred that are related directly to the successful acquisition of new or renewal insurance contracts. The Update also gives guidance on criteria for capitalization of portion of the employee’s total compensation and other costs related directly to the acquired contracts.

The life insurance subsidiary had applied the above guidance retrospectively with effect from April 1, 2010. Consequently, certain acquisition costs previously capitalized by the subsidiary are no longer eligible for deferment, which include portion of compensation paid to frontline staff and certain policy issuance processing costs. As a result of adoption of the new guidance in fiscal 2013, the cumulative effect of adjustment was a decrease in the shareholders’ equity of life insurance subsidiary at April 1, 2010 amounting to Rs. 11,009.4 million, of which the decrease attributable to the Group was Rs. 8,134.8 million.

ii) Actuarial reserves on lapsed policies

Under U.S. GAAP, certain actuarial reserves on lapsed policies created in earlier years are released through the profit and loss account. The release of such actuarial reserves has been accounted as funds for future appropriations as a balance sheet item under Indian GAAP in accordance with the instructions received from the Insurance Regulatory and Development Authority and is recognized in profit and loss account on expiry of reinstatement period.

iii)  Compensation costs

Accounting of employee stock options

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Under Indian GAAP, stock compensation costs are accounted for using the intrinsic value method as compared to U.S. GAAP where the compensation costs have been accounted for based on fair value method in accordance with the requirement of FASB ASC Topic 718 “Compensation-Stock Compensation”.

Retirement benefit cost

Under Indian GAAP, all actuarial gains/losses to be recognized on the balance sheet of the enterprise in the year in which they arise through suitable credit/debit in the profit and loss account of the year. Under U.S. GAAP, actuarial gains/losses are accounted in Other Comprehensive Income. Subsequently cumulative actuarial gain/loss lying in the Other Comprehensive Income which is over and above 10% corridor is amortized through profit and loss account.

iv) Unrealized gain/(loss) on trading portfolio of participating funds

Under Indian GAAP, accounting for investments is in accordance with the guidelines issued by the Insurance Regulatory and Development Authority, which do not allow the unrealized gain to be routed through the revenue account except in the case of linked businesses. Under U.S. GAAP, as per the requirements of FASB ASC Topic 320 “Investments-Debt and Equity Securities”, unrealized gain/(loss) on investments classified as held for trading is taken to the revenue account.

v) Deferred taxes

The differences in the accounting for deferred taxes are primarily on account of:

i) Tax impact of all U.S. GAAP adjustments.

ii) Under Indian GAAP, deferred tax assets or liabilities are created based on substantively enacted tax rates, whereas under U.S. GAAP, these are created on enacted tax rates in force at the balance sheet date.

The following table sets forth, for the periods indicated, the details of the significant differences between Indian GAAP and U.S. GAAP for the general insurance subsidiary.

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013			2012
Profit as per Indian GAAP		5,113.6			3,057.8			(4,163.3	)
Adjustments on account of
Provision for re-insurance commission		(1,419.8	)		(1,543.2	)		(271.4	)
Amortization of deferred acquisition costs(1)		348.0			503.5			(17.2	)
Premium deficiency		17.3			1,205.8			(606.2	)
Compensation costs		(39.7	)		(9.1	)		(108.6	)
Deferred taxes(1)		(1,426.7	)		(235.1	)		1,800.5
Others		29.6			1,022.4			(973.8	)
Profit/(Loss) as per U.S. GAAP		2,622.3			4,002.1			(4,340.0	)

1. Includes gain/(loss) of Rs. 32.1 million for the year ended March 31, 2012 due to retrospective adoption of guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010.

The aforesaid differences in respect of the general insurance subsidiary are described below.

i) Provision for re-insurance commission

F-97

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Under Indian GAAP in the absence of any specific guidance, re-insurance commission on business ceded is recognized as income in the year of the ceding of the risk. Under U.S. GAAP, proceeds from re-insurance transactions that represent recovery of acquisition costs are reduced from unamortized acquisition costs in such a manner that net acquisition costs are capitalized and charged to expense in proportion to net revenue recognized.

ii) Amortization of deferred acquisition costs

Under Indian GAAP, acquisition cost is charged as expense to the revenue account in the year in which it is incurred whereas under U.S. GAAP the same is capitalized and charged to expense in proportion to premium revenue recognized. Under U.S. GAAP, till fiscal 2012, the expenses that varied with and were primarily related to the acquisition of new business were carried as deferred acquisition cost. This deferred acquisition cost was capitalized and amortized in accordance with ASC Topics 944-30-30, 944-30-35 and 944-30-45. During fiscal 2013, the general insurance subsidiary has adopted the guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010. This guidance modifies the definition of the types of costs incurred by insurance entities that can be capitalized in the acquisition of new and renewal contracts. Accordingly, only certain acquisition costs specified in Accounting Standards Update 2010-26 can be deferred that are related directly to the successful acquisition of new or renewal insurance contracts. The Update also gives guidance on criteria for capitalization of portion of the employee’s total compensation, other costs related directly to the acquired contracts.

The general insurance subsidiary has applied the new guidance retrospectively with effect from April 1, 2010. Consequently, certain acquisition costs previously capitalized by the subsidiary are no longer eligible for deferment. As a result of adoption of the new guidance in fiscal 2013, the cumulative effect of adjustment was a decrease in the shareholders’ equity of general insurance subsidiary at April 1, 2010 amounting to Rs. 134.2 million of which the decrease attributable to the Group was Rs. 98.7 million.

iii) Premium deficiency

Under Indian GAAP, premium deficiency is recognized if the sum of the expected claims costs, related expenses and maintenance costs exceed related unearned premiums. Indian regulations require assessment and recognition of premium deficiency at company level (uptill fiscal 2013 under “Fire”, “Marine”, “Miscellaneous” segments). Under U.S. GAAP a premium deficiency for each line of business is assessed and recognized in the revenue account if the sum of expected claim costs and claims adjustment expenses, expected dividends to policyholders, un-amortized acquisition costs and maintenance costs exceed related unearned premiums.

A premium deficiency is recognized by first charging un-amortized acquisition costs to expense, to the extent required to eliminate the deficiency. If the premium deficiency is greater than un-amortized acquisition costs, a liability for the excess deficiency is required to be accrued. 

iv) Compensation costs

Accounting of employee stock options

Under Indian GAAP, stock compensation costs are accounted for by the intrinsic value method as compared to U.S. GAAP where the compensation costs have been accounted for at the fair value method in accordance with the requirement of FASB ASC Topic 718 “Compensation-Stock Compensation”.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Retirement benefit cost

Under Indian GAAP, all actuarial gains/losses to be recognized on the balance sheet of the enterprise in the year in which they arise through suitable credit/debit in the profit and loss account of the year. Under U.S. GAAP, actuarial gains/losses are accounted in Other Comprehensive Income. Subsequently cumulative actuarial gain/loss lying in the Other Comprehensive Income which is over and above 10% corridor is amortized through profit and loss account.

v) Deferred taxes

The differences in the accounting for deferred taxes are primarily on account of:

i.  Tax impact of all U.S. GAAP adjustments;

ii. Under Indian GAAP, deferred tax assets or liabilities are created based on substantively enacted tax rates, whereas under U.S. GAAP, these are created on enacted tax rates in force at the balance sheet date.

iii. Under Indian GAAP, deferred tax assets on unabsorbed depreciation or carried forward losses are recognized only if there is virtual certainty of realization of such assets, whereas under U.S. GAAP it is recognized based on more-likely-than-not criteria.

vi) Others

Under Indian GAAP, provision for insurance claim on third party commercial vehicles was made based on Insurance Regulatory and Development Authority guidelines. Under U.S. GAAP, provision is made based on management estimate and loss experience of commercial vehicles.

Under Indian GAAP, the Group has not consolidated certain entities in which investments are intended to be temporary. However under U.S. GAAP, these entities have been consolidated in accordance with FASB ASC Subtopic 810-10, “Consolidation – Overall”. Under Indian GAAP, investment in 3i Infotech Limited was not accounted as per equity method based on the severe long-term restrictions on 3i Infotech Limited under restructuring arrangement that impair the ability of 3i Infotech Limited to transfer funds to its investors and the Group’s continued intention to reduce the stake in 3i Infotech Limited below 20% in the future. However, under U.S. GAAP, this entity has been accounted for as an equity affiliate in accordance with FASB ASC Subtopic 323-10 “Investments – Equity Method and Joint Ventures”. The loss pick up for 3i Infotech for the year ended March 31, 2014 and March 31, 2013 amounted to Rs. 1,176.5 million and Rs. 1,423.4 million respectively under U.S. GAAP.

Profit/(loss) on consolidation of Variable Interest Entities (VIEs)

The Bank has applied FASB ASC Subtopic 810-10, “Consolidation – Overall” to consolidate certain variable interest entities. The Bank has consolidated certain qualified special purpose entities used for securitization transactions, effective April 1, 2010 on adoption of FAS 167 (codified within ASC 810-10). Upon consolidation, the assets of the QSPEs were incorporated into the Bank’s loan portfolio and the amounts received from the investors were accounted for as borrowings. Under U.S. GAAP, the Bank accounts for the allowance for loan losses on these loans based on estimated probable losses.

F-99

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Under Indian GAAP, securitized assets are derecognized from the Bank’s books. As such, with respect to securitization transactions entered into before February 1, 2006, the Bank accounted for any profits or losses arising from securitization upfront at the time of securitization. However, in accordance with the Reserve Bank of India guidelines for securitization, for securitization transactions entered into after February 1, 2006, the Bank accounted for any losses immediately at the time of securitization but amortized any profits over the life of the securities issued or to be issued by the QSPEs. The Bank also provides credit enhancement to the QSPEs against delinquencies on securitized assets. Under Indian GAAP, effective February 1, 2006, the recognition of losses is based on the extent of utilization of credit enhancement extended to QSPEs.

Due to these differences in the Bank’s accounting of securitization transactions, the timing of recognition of income and provision for loan losses differ under U.S. GAAP and Indian GAAP.

The Bank recognized a gain of Rs. 3,102.6 million for the year ended March 31, 2012 under U.S. GAAP, but not under Indian GAAP, due to higher loan loss recognized under Indian GAAP. However, provisions on loan losses declined in fiscal 2013 under Indian GAAP, resulting in lower gain of Rs. 1,411.4 million under U.S. GAAP as compared to Indian GAAP in fiscal 2013. Further in fiscal 2014, there was a gain in Indian GAAP resulting in significant decline of gain in U.S. GAAP to Rs. 186.4 million. However, the cumulative impact of securitization accounting under U.S. GAAP continues to result in lower stockholder’s equity as compared to Indian GAAP as of March 31, 2014. The Bank made higher provisions and recognized lower profits under U.S. GAAP in earlier years. There has been significant decline in securitized loan portfolio due to repayments and maturity of trusts and no new additional securitization activities have been undertaken by the Bank in last few years.

The Bank has extended loans to overseas entities for secondary market purchase of Foreign Currency Convertible Bonds (FCCBs) issued by Indian companies, in accordance with the contractual terms. These entities are not consolidated under Indian GAAP. Under U.S. GAAP, these entities are consolidated as VIE. The Bank has recorded a loss of Rs. 461.4 million, Rs. 258.1 million and Rs. 1,327.3 million under U.S. GAAP for the year ended March 31, 2012, March 31, 2013 and March 31, 2014 respectively due to consolidation of these VIEs. However, under Indian GAAP, the Bank recorded an allowance for loan losses against loans extended to these VIEs in fiscal 2014, resulting in a net gain of Rs. 1,409.4 million for the year ended March 31, 2014 under U.S. GAAP as compared to Indian GAAP.

d) Valuation of debt and equity securities

Under Indian GAAP unrealized losses of held for trading and available for sale securities are taken to profit and loss account. Under Indian GAAP, net unrealized gains on investments by category are ignored. Under U.S. GAAP, unrealized gains or losses on trading assets are recognized in the profit and loss account and unrealized gains or losses on securities classified as ‘available for sale’, which include all securities classified as ‘held to maturity’ under Indian GAAP, are recognized in other comprehensive income under stockholders’ equity except for the unrealized losses on securities identified as other than temporarily impaired which are recognized in profit and loss account.

Under Indian GAAP, unrealized gains and losses of venture capital subsidiaries investments are transferred to Reserves and Surplus. Under U.S. GAAP, unrealized gains or losses on investments of venture capital subsidiaries are recognized in the profit and loss account.

Under Indian GAAP, the impact of currency revaluation on debt securities denominated in foreign currency is taken to profit and loss account. Under U.S. GAAP, the impact of currency revaluation on non hedged ‘available for sale’ debt securities denominated in foreign currency is taken to other comprehensive income.

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Schedules forming part of the Consolidated Financial Statements

Under Indian GAAP, premium over the face value of fixed rate and floating rate securities under held to maturity category is amortized over the remaining period to maturity on an effective constant yield basis and straight line basis respectively. Any premium over the face value of fixed rate and floating rate investments in government securities classified under available for sale category is amortized over the remaining period to maturity on constant yield basis and straight line basis respectively. Under U.S. GAAP, the income as per interest method is arrived by amortization/accrual of premium/discount on the face value of debt securities over the remaining period to maturity on an effective interest rate basis.

The following table sets forth, for the periods indicated, the differences in net income arising from accounting for valuation of debt and equity securities under Indian GAAP and U.S. GAAP.

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013			2012
Impact of differences in mark-to-market accounting for held for trading and available for sale securities		(1,535.2	)		1,771.9			1,085.6
Other than temporary impairment on AFS securities under U.S. GAAP		(2,315.3	)		(2,633.9	)		(5,038.3	)
Unrealized gain/loss in venture funds recognized in reserve & surplus under Indian GAAP, which is accounted for in net income under U.S. GAAP		(119.9	)		91.7			365.6
Impact of currency revaluation on non-hedged AFS debt securities denominated in foreign currency accounted for in profit and loss under Indian GAAP, which is accounted for in other comprehensive income under U.S. GAAP		(2,491.7	)		933.8			1,066.3
Others		665.3			1,984.5			2,092.6
Total		(5,796.8	)		2,148.0			(428.2	)

e) Amortization of fees and costs

Loan origination fees and costs

Under U.S. GAAP, loan origination fees (net of certain costs) are amortized over the period of the loans as an adjustment to the yield on the loan. However under Indian GAAP, loan origination fees are accounted for upfront except, for certain fees, which are received in lieu of sacrifice of future interest, which are amortized over the remaining period of the facility. Also under Indian GAAP, loan origination costs, including commissions paid to direct marketing agents, are expensed in the year in which they are incurred.

Retirement benefit cost

Under Indian GAAP, all actuarial gains/losses are recognized on the balance sheet of the enterprise in the year in which they arise through suitable credit/debit in the profit and loss account of the year. Under U.S. GAAP, actuarial gains/losses are accounted in Other Comprehensive Income. Subsequently cumulative actuarial gain/loss lying in the Other Comprehensive Income which is over and above 10% corridor is amortized through profit and loss account.

 The following table sets forth, for the periods indicated, the differences in net income arising from accounting for amortization of fees and costs under Indian GAAP and U.S. GAAP.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013		2012
Loan origination fees and costs		6,766.1			6,797.0		(1,915.5	)
Retirement benefit costs		268.0			2,021.8		2,224.9
Amortization of other costs		(164.5	)		190.6		59.6
Total differences in amortization of fees and costs		6,869.6			9,009.3		369.0

The amortization of loan origination fees and costs resulted in higher income under U.S. GAAP as compared to Indian GAAP by Rs. 6,766.1 million in fiscal 2014 and by Rs. 6,797.0 million in fiscal 2013 as compared to lower income of Rs. 1,915.5 million in fiscal 2012.

The loan origination fees declined in fiscal 2013 and fiscal 2014 as compared to fiscal 2012. Further, higher amortization of previous years’ cumulative unamortized fees resulted in positive impact under U.S. GAAP as compared to Indian GAAP during fiscal 2013 and fiscal 2014. The amortization of loan fees and costs was also positively impacted in fiscal 2014 under U.S. GAAP as compared to Indian GAAP due to higher direct loan origination costs in consumer loans reflecting an increase in business volume in these loans.

f) Accounting for derivatives

Under Indian GAAP, the interest rate and exchange rate risks on some on-balance sheet assets and liabilities are hedged through swap contracts. The impact of such derivative instruments is correlated with the movement of underlying assets and liabilities and accounted pursuant to the principles of the hedge accounting. Hedged swaps are accounted for on an accrual basis except in the case of the overseas banking subsidiaries, where the hedging transactions and the hedged items (for the risks being hedged) are measured at fair value with changes recognized in the profit and loss account. All other outstanding forward exchange contracts are revalued and the resultant gains or losses are recognized in the profit and loss account.

Under U.S. GAAP, the Group accounts for its derivative transactions in accordance with the provisions of FASB ASC Topic 815 “Derivative and Hedging”. Accordingly certain derivative contracts classified as hedges under Indian GAAP may not qualify as hedges under U.S. GAAP and are accounted for as trading derivatives with changes in fair value being recorded in the income statement.

Under U.S. GAAP, the Group has designated certain derivatives as fair value and cash flow hedges of certain interest bearing assets and liabilities under ASC Topic 815. At the inception of a hedge transaction, the Group formally documents the hedge relationship and the risk management objective and strategy for undertaking the hedge. This process includes identification of the hedging instrument, hedged item, risk being hedged and the methodology for assessing effectiveness and measuring ineffectiveness of the hedge. In addition, the Group assesses both at the inception of the hedge and on an ongoing basis, whether the derivative used in the hedging transaction is effective in offsetting changes in fair value or cash flows of the hedged item, and whether the derivative is expected to continue to be highly effective. The Group assesses the effectiveness of the hedge instrument at inception and continually on a quarterly basis. The impact of changes in fair values of both the hedging instrument and the hedged item is included in the income statement. The Group has also designated certain forward contracts as hedging instruments for its certain original net investments in foreign operations which are accounted for in accordance with ASC Topic 815.

g) Accounting for compensation cost

FASB ASC Topic 718, “Compensation – stock compensation” requires all share-based payments to employees, including grants of employee stock options to be recognized in the income statement based on their fair values. Under Indian GAAP, the Group follows the intrinsic value method to account for its stock-based

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Schedules forming part of the Consolidated Financial Statements

employees’ compensation plans. Compensation cost is measured by the excess, if any, of the fair market price of the underlying stock over the exercise price on the grant date. The Group has not recognized deferred tax on employee stock options.

h) Accounting for securitization

Under U.S. GAAP, the Group accounts for gain on sale of loans securitized at the time of sale in accordance with FASB ASC Topic 860, “Transfers and Servicing”. As per ASC Topic 860, any gain or loss on the sale of the financial asset is accounted for in the income statement at the time of the sale. Under Indian GAAP, with effect from February 1, 2006, net income arising from securitization of loan assets is accounted for over the life of the securities issued or to be issued by the special purpose vehicle/special purpose entity to which the assets are sold. With effect from May 7, 2012, the profit/premium arising from securitization is amortized over the life of the transaction based on the method prescribed by Reserve Bank of India. Net loss arising on account of the sell-down securitization and direct assignment of loan assets is recognized at the time of sale. Further, the securitization transactions of mortgage loans by Bank’s Canadian subsidiary do not qualify as sale transactions as they do not meet the de-recognition criteria under Indian GAAP. Under U.S. GAAP, these securitization transactions have been accounted for as transfers as these satisfy the derecognition criteria under ASC Topic 860 “Transfers and Servicing”.

After implementation of FAS 166 from April 1, 2010, certain transactions, which are qualified as securitization transactions under Indian GAAP, do not qualify as securitization under U.S. GAAP. See note 21(a) on “Securitizations and variable interest entities”.

i) Deferred taxes

The differences in the accounting for deferred taxes are primarily on account of tax impact of all U.S. GAAP adjustments over Indian GAAP; deferred taxes are created on undistributed earnings of subsidiaries and affiliates under U.S. GAAP while under Indian GAAP no deferred taxes is created on undistributed earnings of subsidiaries and affiliates; and under Indian GAAP, deferred tax assets or liabilities are created based on substantively enacted tax rates, whereas under U.S. GAAP, these are created on enacted tax rates in force at the balance sheet date.

The Bank creates a Special Reserve through appropriation of profits, in order to avail of tax benefits available to the Bank as per the Income Tax Act, 1961. Such tax benefits are refundable if the Bank withdraws funds from the Special Reserve in future periods. A deferred tax liability was not being created on such Special Reserve as the Bank does not intend to ever withdraw from this Reserve and therefore differences between taxable income and accounting income were considered not to be temporary in nature. In fiscal 2014, the Reserve Bank of India advised all banks in India to create a deferred tax liability on the amount outstanding in Special Reserve, under Indian GAAP. The Reserve Bank of India further permitted banks to create such deferred tax liabilities on the Special Reserve outstanding at March 31, 2013 through reserves and the amount transferred to Special Reserve after April 1, 2013 through the income statement. Under U.S. GAAP, deferred taxes are recognized and measured based on the expected manner of recovery and deferred taxes are not recognized if the expected manner of recovery does not give rise to tax consequences. Accordingly, a deferred tax liability was not created on Special Reserve based on the Bank’s continuing intention to not ever withdraw/utilize such Special Reserve and on an opinion from the legal counsel about non–taxability of such Special Reserve in the scenario of liquidation.

Under Indian GAAP, deferred tax assets on unabsorbed depreciation or carried forward losses are recognized only if there is virtual certainty of realization of such assets, whereas under U.S. GAAP it is recognized based on more-likely-than-not criteria.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the periods indicated, the components of deferred tax in net income reconciliation.

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013			2012
Deferred tax on undistributed earnings of subsidiaries and affiliates		(3,109.8	)		(755.3	)		(705.1	)
Application of enacted tax rates in force at balance sheet date		1,490.8			(1,126.9	)		(1,016.9	)
Deferred tax on unabsorbed depreciation or carried forward losses		892.6			395.1			--
Deferred tax on special reserves		3,042.6			--			--
Tax impact of all U.S. GAAP adjustments over Indian GAAP		2,874.7			(2,514.6	)		(2,265.8	)
Total differences in deferred taxes		5,190.9			(4,001.7	)		(3,987.8	)

At March 31, 2014, the positive difference in the stockholders’ equity was Rs. 38,666.2 million (March 31, 2013: Rs. 10,239.1 million), of which Rs. (1,331.5) million was due to deferred tax on undistributed earnings of subsidiaries/affiliates/branches, Nil was due to enacted tax rates, Rs. 1,306.5 million was due to deferred tax on carried forward losses, Rs. 17,234.9 million was due to deferred tax on special reserves and Rs. 21,456.3 million was due to tax impact of other U.S. GAAP adjustments over Indian GAAP (March 31, 2013: Rs. 3,454.6 million, Rs. (1,126.9) million, Rs. 395.1 million, Nil and Rs. 7,516.3 million respectively).

The following table sets forth, for the periods indicated, the components of deferred tax in net income reconciliation of our life insurance subsidiary.

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013			2012
Application of enacted tax rates in force at balance sheet date		(96.4	)		(3.5	)		..
Deferred tax on unabsorbed depreciation or carried forward losses		..			...			..
Tax impact of all U.S. GAAP adjustments over Indian GAAP		(44.7	)		(894.0	)		(129.3	)
Total differences in deferred taxes		(141.1	)		(897.5	)		(129.3	)

The following table sets forth, for the periods indicated, the components of deferred tax in net income reconciliation of our general insurance subsidiary.

Rupees in million

Reconciling items	Year ended March 31,
	2014			2013			2012
Application of enacted tax rates in force at balance sheet date		157.1			(12.5	)		(38.8	)
Deferred tax on unabsorbed depreciation or carried forward losses		(1,597.1	)		(814.2	)		1,519.0
Tax impact of all U.S. GAAP adjustments over Indian GAAP		13.3			591.6			320.3
Total differences in deferred taxes		(1,426.7	)		(235.1	)		1,800.5

j) Others

Under Indian GAAP, on the disposal/partial disposal of a non-integral foreign operation, the cumulative/proportionate amount of the exchange differences which has been accumulated in the foreign

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Schedules forming part of the Consolidated Financial Statements

currency translation reserve and which refers to that operation are recognized as income or expenses in the same period in which the gain or loss on disposal is recognized. Under U.S. GAAP, gain or loss accumulated in the foreign currency translation reserve is recognized in the income statement only on complete/substantially complete disposal of a non-integral foreign operation.

k) Dividend

Under Indian GAAP, dividends on common stock and the related dividend tax are recognized in the year to which it relates. Under U.S. GAAP, dividends on common stock and the related dividend tax are recognized in the year of approval by the Board of Directors.

21.  Notes under U.S. GAAP

Additional information required under U.S. GAAP

a) Securitizations and variable interest entities

Overview

The Bank and its subsidiaries are involved with several types of off-balance-sheet arrangements, including special purpose entities.

Uses of Special Purpose Entities (SPEs)

The Group deals with some SPEs which were created to fulfill limited purposes as specified in their governing documents. The primary purpose of these SPEs is to receive contributions from investors for buying assets from the transferor, hold such purchased assets on behalf of the contributors to the trust and making regular payments to the investors from the proceeds of purchased assets. These SPEs have been organized mainly in the legal forms of trusts. In a securitization, the company transferring assets to a SPE converts all (or a portion) of those assets into cash before they would have been realized in the normal course of business, through the SPE’s issuance of debt and equity instruments, certificates, commercial paper and other notes of indebtedness, which are recorded on the balance sheet of the SPE and not reflected in the transferring company’s balance sheet, assuming applicable accounting requirements are satisfied. Investors usually have recourse to the assets in the SPE and often benefit from other credit enhancements, such as a collateral account or over-collateralization in the form of excess assets in the SPE, a line of credit, or from a liquidity facility, such as liquidity put option or asset purchase agreement. FASB issued accounting standards effective April 1, 2010, whereby the Group is required to consolidate certain of these trusts with which it had involvement and which had earlier been exempted from consolidation being Qualified Special Purpose Entities. In accordance with SFAS 167 (now codified as ASC 810-10), the Group consolidated these entities by initially measuring the assets, liabilities, and non-controlling interests of former QSPEs at their carrying values (the amounts at which the assets, liabilities, and non-controlling interests would have been carried in the consolidated financial statements, if the Group had always consolidated these former Qualified Special Purpose Entities). Further, SFAS 166 (now codified under ASC 810-10) required certain asset transfers, including transfers of portions of assets that would have been considered sales under SFAS 140, to be considered secured borrowings

Variable InterestEntities

VIEs are entities that have either a total equity investment that is not sufficient to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., power through voting rights or similar rights to direct the activities of a legal

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Schedules forming part of the Consolidated Financial Statements

entity that most significantly impact the entity’s economic performance and right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity). Investors that finance the VIE through debt or equity interests or other counterparties that provide other forms of support, such as guarantees, subordinated fee arrangements, or certain types of derivative contracts, are variable interest holders in the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Accordingly, the Group has determined that it has a controlling financial interest because it is the primary beneficiary of certain trusts and entities, based on its determination that it has both, the power to direct activities of a VIE that most significantly impact the entity’s economic performance, and obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The following table sets forth the Group’s involvement with consolidated and unconsolidated VIEs in which the Group holds significant variable interests at March 31, 2014.

Rupees in million

Particulars	Significant investment in unconsolidated VIEs		Investment in consolidated VIEs		Total investment in VIE assets (gross assets)
Funded
Mortgaged backed securitizations		..		9,629.3		9,629.3
Asset backed securitizations		..		..		..
Loans		..		809.2		809.2
Total funded		..		10,438.5		10,438.5
Non-funded
Mortgaged backed securitizations		..		..		..
Asset backed securitizations		..		..		..
Others		..		..		..
Total non-funded		..		..		..
Total		..		10,438.5		10,438.5

The following table sets forth the Group’s involvement with consolidated and unconsolidated VIEs in which the Group holds significant variable interests at March 31, 2013.

Rupees in million

Particulars	Significant investment in unconsolidated VIEs		Investment in consolidated VIEs		Total investment in VIE assets (gross assets)
Funded
Mortgaged backed securitizations		..		10,714.3		10,714.3
Asset backed securitizations		..		1,241.6		1,241.6
Loans		..		2,994.2		2,994.2
Total funded		..		14,950.1		14,950.1
Non-funded
Mortgaged backed securitizations		..		..		..
Asset backed securitizations		..		5,835.8		5,835.8
Others		..		..		..
Total non-funded		..		5,835.8		5,835.8
Total		..		20,785.9		20,785.9

The asset balances for consolidated VIEs represent the carrying amounts of the assets consolidated by the Group. The carrying amount may represent the amortized cost or the current fair value of the assets depending on the legal form of the asset (e.g., loan or security) and the Group’s standard accounting policies for the asset type and line of business. The assets of VIEs can be utilized only for the settlement of the obligations of respective VIEs.

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ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the periods indicated, the carrying amounts and classification of the consolidated assets and liabilities, in respect of VIEs and SPEs where the Group is primary beneficiary. The liabilities of the consolidated VIE are to be met from the proceeds of the consolidated assets and other support provided by the Bank in the form of credit enhancements and liquidity facilities. The creditors of the consolidated VIEs do not have recourse to the general credit of the Group.

 Rupees in million

Particulars	At March 31, 2014		At March 31, 2013
Cash		126.8		96.9
Investments		886.4		2,033.9
Loans		6,963.0		8,557.3
Others		0.9		5.6
Total assets		7,977.1		10,693.7
Borrowings		6,324.7		7,136.6
Other liabilities		23.2		111.3
Total liabilities		6,347.9		7,247.9

b) Investments

The following table sets forth, for the periods indicated, the portfolio of investments classified as held for trading.

                                          Rupees in million

Debt securities	At March 31, 2014		At March 31, 2013
Government securities		65,128.5		72,982.6
Other debt securities		181,008.0		213,233.0
Total debt securities		246,136.5		286,215.6
Equity shares		554.1		146.8
Mutual funds		739.2		..
Total		247,429.8		286,362.4

The following table sets forth, for the periods indicated, the portfolio of investments classified as available for sale.

 Rupees in million

	At March 31, 2014
	Amortized cost/cost		Gross Unrealized gain		Gross Unrealized loss			Fair value
Available for sale
Corporate debt securities		167,644.3		4,776.6		(1,888.4	)		170,532.5
Government securities		995,709.5		755.1		(35,868.1	)		960,596.5
Other securities		156,639.3		2,942.7		(1,814.9	)		157,767.1
Total debt securities		1,319,993.1		8,474.4		(39,571.4	)		1,288,896.1
Equity securities		3,364.3		1,329.5		(27.7	)		4,666.1
Other securities		10,273.3		409.6		(360.7	)		10,322.2
Total		1,333,630.7		10,213.5		(39,959.8	)		1,303,884.4

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Schedules forming part of the Consolidated Financial Statements

Rupees in million

	At March 31, 2013
	Amortized cost/cost		Gross Unrealized gain		Gross Unrealized loss			Fair value
Available for sale
Corporate debt securities		184,641.5		4,079.7		(721.9	)		187,999.3
Government securities		964,069.9		7,968.1		(8,264.9	)		963,773.1
Other securities		113,263.4		1,232.8		(2,849.9	)		111,646.3
Total debt securities		1,261,974.8		13,280.6		(11,836.7	)		1,263,418.7
Equity securities		6,338.6		176.9		(203.2	)		6,312.3
Other securities		13,280.8		344.9		(400.6	)		13,225.1
Total		1,281,594.2		13,802.4		(12,440.5	)		1,282,956.1

The Group’s investments portfolio also contains investments held by its venture capital subsidiaries and investment in non-readily marketable securities and investment in affiliates. The fair value of investments held by the venture capital subsidiaries was Rs. 1,071.7 million and Rs. 1,167.2 million at March 31, 2014 and March 31, 2013 respectively. Non-readily marketable securities primarily represent securities acquired as a part of project financing activities or conversion of loans in debt restructurings. The investment in non-readily marketable securities and investment in affiliates was Rs. 66,661.8 million and Rs. 61,208.2 million at March 31, 2014 and March 31, 2013 respectively.

c) Fair value measurements

The Group adopted FASB ASC Topic 820 “Fair Value Measurements and Disclosures” effective April 1, 2008. The Group determines the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820. The standard describes three levels of inputs that may be used to measure fair value.

Level 1

Valuation is based upon unadjusted quoted prices of identical instruments traded in active markets. The instruments that have been valued based upon such quoted prices include traded equity shares, mutual funds, government securities, corporate bonds, certificate of deposits, commercial papers, futures and spots.

Level 2

Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, prices quoted by market participants and prices derived from valuation models which use significant inputs that are observable in active markets. Inputs used include interest rates, yield curves, volatilities, credit spreads, which are available from public sources like Reuters, Bloomberg and Fixed Income Money Markets & Derivatives Association of India.

The products include government securities, debentures and bonds, certificate of deposits, commercial papers, vanilla options, simple interest rate derivatives, forwards, cross currency interest rate swaps, and swap options.

Level 3

Valuation is based on valuation techniques or models which use significant market unobservable inputs or assumptions. Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable or when determination of the fair value requires significant management

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judgment or estimation. The valuation of exotic derivative products are done by sourcing counterparty quotes at month ends.

India-linked non-Rupee denominated bonds price is valued by discounting cash flows using rates published by Fixed Income Money Markets & Derivatives Association of India spreads corresponding to the domestic ratings of the issuer (capped at international sovereign rating). Some bonds and asset backed commercial paper have been valued at amortized cost net of impairment or based on prices available from Bloomberg which are developed using internal estimates and assumptions. A reduction in the expected cash flows of these instruments will adversely impact the value of these bonds. Similarly an increase in the interest rates or credit spreads will have an adverse impact on the value of these bonds. The value of retained interest in securitizations in Bank’s Canadian subsidiary, largely representing the excess spread of mortgage interest over the rate of return on the mortgaged backed securities, is similarly impacted by the amount and timing of cash flows from the underlying mortgage assets.

The Group has valued the India linked credit derivatives at a combination of market quotes and cash flow discounting using spreads published by Fixed Income Money Markets & Derivatives Association of India corresponding to the domestic ratings of the issuer which is then adjusted with the additional credit spread mark ups depending on the liquidity of such financial instruments. Venture fund units and security receipts are valued at the net asset value received from the funds and the asset reconstruction companies (ARCs). The funds and ARCs make a number of assumptions with regard to various variables to arrive at the net asset values. In case of private equity investments, the inputs used include the valuation multiples for comparable listed companies and adjustments for illiquidity and other factors.

The valuation of Indian pass through certificates is dependent on the estimated cash flows that the underlying trust would pay out. The trust/originator makes a number of assumptions with regard to various variables to arrive at the estimated flows. The cash flow schedule received from the trust is discounted at the base yield curve rates and credit spreads published by Fixed Income Money Markets & Derivatives Association of India at month ends. Accordingly, these instruments are classified as Level 3 instruments. A reduction in the estimated cash flows of these instruments will adversely impact the value of these certificates. A change in the timing of these estimated cash flows will also impact the value of these certificates.

The following table sets forth, the information about the Group’s assets and liabilities measured at fair value on a recurring basis at March 31, 2014 and the level of inputs used to measure those products.

                                             Rupees in million

Description	Level 1		Level 2		Level 3		Total
Investments
Equity securities		5,122.0		..		649.9		5,771.9
Government debt securities		92,665.3		933,059.7		..		1,025,725.0
Corporate debt securities		57,157.1		141,873.1		2,062.4		201,092.6
Mortgage and other asset backed securities		10,318.5		116.7		131,629.3		142,064.5
Funded credit derivatives		..		..		..		..
Others1		69,263.3		103,706.2		4,762.4		177,731.9
Total investments		234,526.2		1,178,755.7		139,104.0		1,552,385.9
Derivatives(positive mark-to-market)
Interest rate derivatives1		..		44,231.3		441.7		44,673.0
Currency derivatives (including foreign exchange derivatives)2		1,789.0		103,355.5		0.0		105,144.5
Equity derivatives		2.3		19.0		..		21.3
Un-funded credit derivatives		..		..		45.2		45.2

F-109

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Description	Level 1			Level 2			Level 3			Total
Total positive mark-to-market		1,791.3			147,605.8			486.9			149,884.0
Derivatives(negative mark-to-market)
Interest rate derivatives1		..			(29,727.6	)		(442.6	)		(30,170.2	)
Currency derivatives (including foreign exchange derivatives)2		(1,423.9	)		(101,994.3	)		..			(103,418.2	)
Equity derivatives		..			..			..			..
Un-funded credit derivatives		..			..			(39.0	)		(39.0	)
Total negative mark-to-market		(1,423.9	)		(131,721.9	)		(481.6	)		(133,627.4	)
Borrowing
Bonds		..			(457,301.3	)		..			(457,301.3	)
Total borrowings		..			(457,301.3	)		..			(457,301.3	)

1. Includes primarily certificate of deposits, commercial paper, mutual funds and venture capital units.

2. Foreign currency interest rate swaps, forward rate agreements, swap options and exchange traded interest rate derivatives are included in interest rate derivatives.

3. Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.

The following table sets forth, the information about the Group’s assets and liabilities measured at fair value on a recurring basis at March 31, 2013 and the level of inputs used to measure those products.

Rupees in million

Description	Level 1			Level 2			Level 3			Total
Investments
Equity securities		5,137.9			..			1,968.5			7,106.4
Government debt securities		55,767.2			980,988.5			..			1,036,755.7
Corporate debt securities		76,865.3			169,101.9			3,531.5			249,498.7
Mortgage and other asset backed securities		8,724.1			189.6			67,690.3			76,604.0
Funded credit derivatives		..			..			803.5			803.5
Others1		75,042.7			120,880.4			3,794.3			199,717.4
Total investments		221,537.2			1,271,160.4			77,788.1			1,570,485.7
Derivatives(positive mark-to-market)
Interest rate derivatives1		..			49,783.1			326.2			50,109.3
Currency derivatives (including foreign exchange derivatives)2		554.2			81,984.5			1.4			82,540.1
Equity derivatives		..			..			..			..
Un-funded credit derivatives		..			..			109.5			109.5
Total positive mark-to-market		554.2			131,767.6			437.1			132,758.9
Derivatives(negative mark-to-market)
Interest rate derivatives1		..			(23,471.7	)		(324.6	)		(23,796.3	)
Currency derivatives (including foreign exchange derivatives)2		(819.6	)		(79,050.4	)		(1.4	)		(79,871.4	)
Equity derivatives		..			..			..			..
Un-funded credit derivatives		..			..			(76.6	)		(76.6	)
Total negative mark-to-market		(819.6	)		(102,522.1	)		(402.6	)		(103,744.3	)
Borrowing
Bonds		..			(349,276.4	)		..			(349,276.4	)
Total borrowings		..			(349,276.4	)		..			(349,276.4	)

1. Includes primarily certificate of deposits, commercial paper, mutual funds and venture capital units.

2. Foreign currency interest rate swaps, forward rate agreements, swap options and exchange traded interest rate derivatives are included in interest rate derivatives.

3. Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.

F-110

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

For certain products, the valuations based solely on market participant quotes/spreads were considered inadequate due to relatively inactive markets and hence alternative valuation methodology has been used. The market for these instruments remains illiquid as on March 31, 2014 and the sole reliability of market quotes remain inadequate as on the reporting date. Bonds which have been identified as illiquid and are valued based on the prices of similar assets or at a weighted average price derived from market quotes and valuation models have been classified as Level 2 or Level 3 instruments based on inputs used in valuation.

Transfers between Levels of the fair value hierarchy

Corporate bonds of Rs. 10,308.4 million were transferred from Level 1 to Level 2 as these securities were valued based on internal valuation using market observable inputs at March 31, 2014 as compared to valuation based on quoted price at March 31, 2013. Corporate bonds of Rs. 2,067.5 million and other debt securities of Rs. 1,187.9 million were transferred from Level 2 to Level 1 as these securities were valued based on quoted price at March 31, 2014 as compared to valuation based on internal valuation model using market observable inputs at March 31, 2013.

Bonds of Rs. 620.0 million were transferred from Level 3 to Level 1 as these securities were valued based on quoted price at March 31, 2014. Investment in bonds of Rs. 584.9 million were transferred from Level 2 to Level 3 as these securities were valued based on using internal estimates and assumptions.

 Equity shares of Rs. 1,277.7 million were transferred from Level 3 to cost method equity securities as fair value of these securities was not readily determinable at March 31, 2014.

 Cost method equity shares of Rs. 24.0 million were transferred to Level 3 as fair value of these securities was determined for impairment provision at March 31, 2014.

F-111

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, certain additional information about changes in the fair value of Level 3 assets for the year ended March 31, 2014.

                               Rupees in million

Description	Investments
	Equity securities			Corporate debt securities			Mortgage and other asset backed securities			Funded credit derivatives			Others			Total
Beginning balance at April 1, 2013		1,968.5			3,531.5			67,690.3			803.5			3,794.3			77,788.1
Total gains or losses (realized/unrealized)
-Included in earnings		(62.7	)		(1,788.6	)		..			..			65.8			(1,785.5	)
-Included in other comprehensive income		(6.1	)		27.3			1,222.8			..			2.8			1,246.8
Purchases/additions		150.8			3.6			86,559.1	1		..			1,405.5			88,119.0
Sales		(0.1	)		(31.0	)		..			..			(20.8	)		(51.9	)
Issuances		..			..			1,089.9			..			..			1,089.9
Settlements		(146.8	)		..			(24,988.0	)		(803.5	)		(485.2	)		(26,423.5	)
Transfers in Level 3		24.0			584.9			..			..			..			608.9
Transfers out of Level 3		(1,277.7	)		(620.0	)		..			..			..			(1,897.7	)
Foreign currency translation adjustment		..			354.7			55.2			..			..			409.9
Ending balance at March 31, 2014		649.9			2,062.4			131,629.3			..			4,762.4			139,104.0
Total amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date		(62.8	)		(1,800.0	)		..			..			..			(1,862.8	)

1. Includes India-linked asset backed securities.

F-112

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, certain additional information about changes in the fair value of Level 3 derivatives for the year ended March 31, 2014.

Rupees in million

Description	Derivatives
	Interest rate derivatives			Currency derivatives (including foreign exchange derivatives)		Equity derivatives		Un-funded credit derivatives			Total
Beginning balance at April 1, 2013		1.6			..		..		32.9			34.5
Total gains or losses(realized/unrealized)
-Included in earnings		(2.2	)		..		..		(4.1	)		(6.3	)
-Included in other comprehensive income		..			..		..		..			..
Purchases		..			..		..		..			..
Sales		..			..		..		..			..
Issuances		..			..		..		..			..
Settlements		(0.3	)		..		..		(22.6	)		(22.9	)
Transfers in Level 3		..			..		..		..			..
Transfers out of Level 3		..			..		..		..			..
Foreign currency translation adjustment		..			..		..		..			..
Ending balance at March 31, 2014		(0.9	)		..		..		6.2			5.3
Total amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date		(2.2	)		..		..		(4.1	)		(6.3	)

F-113

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, certain additional information about changes in the fair value of Level 3 assets for the year ended March 31, 2013.

Rupees in million

Description	Investments
	Equity securities			Corporate debt securities			Mortgage and other asset backed securities			Funded credit derivatives			Others			Total
Beginning balance at April 1, 2012		524.2			3,572.7			6,525.4			1,484.2			3,938.2			16,044.7
Total gains or losses (realized/unrealized)
-Included in earnings		114.2			(454.9	)		..			23.7			102.2			(214.8	)
-Included in other comprehensive income		6.2			61.8			(0.2	)		..			136.2			204.0
Purchases		1,337.0			375.3			65,238.8	1		..			569.9			67,521.0
Sales		(11.9	)		(46.1	)		..			..			(952.2	)		(1,010.2	)
Issuances		..			..			1,687.3			..			..			1,687.3
Settlements		..			(2,637.6	)		(5,884.8	)		(788.7	)		..			(9,311.1	)
Transfers in Level 3		..			2,473.3			..			..			..			2,473.3
Transfers out of Level 3		(1.6	)		..			..			..			..			(1.6	)
Foreign currency translation adjustment		0.4			187.0			123.8			84.3			..			395.5
Ending balance at March 31, 2013		1,968.5			3,531.5			67,690.3			803.5			3,794.3			77,788.1
Total amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date		116.8			..			..			23.7			..			140.5

1. Includes India-linked asset backed securities.

F-114

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, certain additional information about changes in the fair value of Level 3 derivatives for the year ended March 31, 2013.

Rupees in million

Description	Derivatives
	Interest rate derivatives			Currency derivatives (including foreign exchange derivatives)		Equity derivatives		Un-funded credit derivatives			Total
Beginning balance at April 1, 2012		(20.0	)		..		..		(34.8	)		(54.8	)
Total gains or losses(realized/unrealized)
-Included in earnings		(44.4	)		..		..		20.6			(23.8	)
-Included in other comprehensive income		..			..		..		..			..
Purchases		..			..		..		..			..
Sales		..			..		..		..			..
Issuances		..			..		..		..			..
Settlements		71.2			..		..		47.1			118.3
Transfers in Level 3		..			..		..		..			..
Transfers out of Level 3		..			..		..		..			..
Foreign currency translation adjustment		(5.2	)		..		..		..			(5.2	)
Ending balance at March 31, 2013		1.6			..		..		32.9			34.5
Total amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date		(44.4	)		..		..		20.6			(23.8	)

F-115

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The Group holds investments in certain venture funds and security receipts. The fair value of these investments has been estimated using the Net Asset Value per unit as declared by such investee entities. The Bank invests in these securities for the purposes of liquidity management, gains through appreciation in value of units and improvement in recoveries on non-performing assets. While certain units provide for redemption facility at relatively short notice, the venture funds units and security receipts operate under certain restrictions as to redemption and the cash flow from these investments is expected to happen upon liquidation of the underlying assets. A reduction in the estimated cash flows from the underlying assets or delays in collection of estimated cash flows will adversely impact the net asset values and therefore the fair value of these investments.

The following table sets forth, for the period indicated, the details of investments which are fair valued based on the net asset value considered as Level 3 inputs.

  Rupees in million

	At March 31,
	2014		2013
Description of securities	Fair value		Fair value
Security receipts		714.7		615.7
Venture fund units		3,527.7		2,640.8
Total		4,242.4		3,256.5

d) Loans

The following table sets forth the recorded investment in restructured loans at March 31, 2014.

 Rupees in million

	Total recorded investment in restructured loans with related allowance for credit losses		Total allowances for credit losses		Total recorded investment in restructured loans with no related allowance for credit losses		Unpaid principal amount
Commercial loans		210,319.8		44,313.3		29,596.0		239,915.8
Consumer loans		6,693.1		5,556.7		..		6,693.1
Lease financing		..		..		..		..
Total		217,012.9		49,870.0		29,596.0		246,608.9

F-116

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth the recorded investment in restructured loans at March 31, 2013.

Rupees in million

	Total recorded investment in restructured loans with related allowance for credit losses		Total allowances for credit losses		Total recorded investment in restructured loans with no related allowance for credit losses		Unpaid principal amount
Commercial loans		122,029.6		33,979.2		36,884.0		158,913.6
Consumer loans		9,864.3		7,581.0		..		9,864.3
Lease financing		..		..		..		..
Total		131,893.9		41,560.2		36,884.0		168,777.9

The following table sets forth the recorded investment in other impaired loans at March 31, 2014.

 Rupees in million

	Total recorded investment in other impaired loans with related allowance for credit losses		Total allowances for credit losses		Total recorded investment in other impaired loans with no related allowance for credit losses		Unpaid principal amount
Commercial loans		132,801.5		41,295.5		36,828.4		169,629.9
Consumer loans		34,304.8		24,482.5		..		34,304.8
Lease financing		..		..		..		..
Total		167,106.3		65,778.0		36,828.4		203,934.7

The following table sets forth the recorded investment in other impaired loans at March 31, 2013.

 Rupees in million

	Total recorded investment in other impaired loans with related allowance for credit losses		Total allowances for credit losses		Total recorded investment in other impaired loans with no related allowance for credit losses		Unpaid principal amount
Commercial loans		52,085.4		28,182.8		39,690.7		91,776.1
Consumer loans		53,504.8		43,898.2		..		53,504.8
Lease financing		..		..		..		..
Total		105,590.2		72,081.0		39,690.7		145,280.9

F-117

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth the closing balance of allowance for loan losses for restructured loans and recorded financing receivables at March 31, 2014.

                         Rupees in million

Particulars	Commercial loans		Consumer loans & credit card receivables		Financial lease		Total
Allowance for loan losses
Allowance for loan losses: individually evaluated for impairment		44,313.3		2.2		..		44,315.5
Allowance for loan losses: collectively evaluated for impairment		..		5,554.5		..		5,554.5
Allowance for loan losses: loans acquired with deteriorated credit quality		..		..		..		..
Total		44,313.3		5,556.7		..		49,870.0
Recorded financing receivables
Individually evaluated for impairment		239,915.8		124.3		..		240,040.1
Collectively evaluated for impairment		..		6,568.8		..		6,568.8
Loan acquired with deteriorated credit quality		..		..		..		..
Total		239,915.8		6,693.1		..		246,608.9

The following table sets forth the closing balance of allowance for loan losses for restructured loans and recorded financing receivables at March 31, 2013.

                         Rupees in million

Particulars	Commercial loans		Consumer loans & credit card receivables		Financial lease		Total
Allowance for loan losses
Allowance for loan losses: individually evaluated for impairment		33,979.2		1.6		..		33,980.8
Allowance for loan losses: collectively evaluated for impairment		..		7,579.4		..		7,579.4
Allowance for loan losses: loans acquired with deteriorated credit quality		..		..		..		..
Total		33,979.2		7,581.0		..		41,560.2
Recorded financing receivables
Individually evaluated for impairment		158,913.6		246.9		..		159,160.5
Collectively evaluated for impairment		..		9,617.4		..		9,617.4
Loan acquired with deteriorated credit quality		..		..		..		..
Total		158,913.6		9,864.3		..		168,777.9

F-118

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth the closing balance of allowance for loan losses for other loans and recorded financing receivables at March 31, 2014.

                         Rupees in million

Particulars	Commercial loans		Consumer loans & credit card receivables		Financial lease		Total
Allowance for loan losses
Allowance for loan losses: individually evaluated for impairment		41,295.5		3,638.7		..		44,934.2
Allowance for loan losses: collectively evaluated for impairment		16,783.7		23,856.6		..		40,640.3
Allowance for loan losses: loan acquired with deteriorated credit quality		..		..		..		..
Total		58,079.2		27,495.3		..		85,574.5
Recorded financing receivables
Individually evaluated for impairment		169,629.8		3,859.4		..		173,489.2
Collectively evaluated for impairment		2,024,710.2		1,369,153.8		..		3,393,864.0
Loan acquired with deteriorated credit quality		..		..		..		..
Total		2,194,340.0		1,373,013.2		..		3,567,353.2

The following table sets forth the closing balance of allowance for loan losses for other loans and recorded financing receivables at March 31, 2013.

                         Rupees in million

Particulars	Commercial loans		Consumer loans & credit card receivables		Financial lease		Total
Allowance for loan losses
Allowance for loan losses: individually evaluated for impairment		28,809.2		3,473.8		..		32,283.0
Allowance for loan losses: collectively evaluated for impairment		13,515.7		43,422.5		..		56,938.2
Allowance for loan losses: loan acquired with deteriorated credit quality		..		..		..		..
Total		42,324.9		46,896.3		..		89,221.2
Recorded financing receivables
Individually evaluated for impairment		161,978.3		4,071.7		..		166,050.0
Collectively evaluated for impairment		1,871,219.1		1,093,553.0		..		2,964,772.1
Loan acquired with deteriorated credit quality		..		..		..		..
Total		2,033,197.4		1,097,624.7		..		3,130,822.1

F-119

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth loans restructured during the year ended March 31, 2014.

Rupees in million

			Restructured loans involving changes in the amount and/or timing of
Particulars	Number of borrowers whose loans are classified as restructured		Principal payments		Interest payments		Both principal and interest payments		Total impact on P&L		Net restructured amount
Commercial loans		39		9,051.8		..		60,518.9		8,517.7		60,999.0
Consumer loans		719		38.5		..		165.1		9.7		193.9
Total		758		9,090.3		..		60,684.0		8,581.4		61,192.9

The following table set forth loans restructured during the year ended March 31, 2013.

Rupees in million

			Restructured loans involving changes in the amount and/or timing of
Particulars	Number of borrowers whose loans are classified as restructured		Principal payments		Interest payments		Both principal and interest payments		Total impact on P&L		Net restructured amount
Commercial loans		29		..		2,215.1		21,666.2		1,222.9		22,658.4
Consumer loans		15		..		..		246.9		1.6		245.3
Total		44		..		2,215.1		22,913.1		1,224.5		22,903.7

The following table sets forth restructured loans at March 31, 2014 and 2013, as well as loans that were restructured during a fiscal year and defaulted within the same or next fiscal year:

Rupees in million

Particulars	Balances at March 31, 2014		Payment default during the year ended March 31, 20141		Balances at March 31, 2013		Payment default during the year ended March 31, 20131
Commercial loans		239,915.8		16,759.4		158,913.6		3,085.6
Consumer loans		6,693.1		22.8		9,864.3		..
Total		246,608.9		16,782.2		168,777.9		3,085.6

1. Default is defined as 90 days past due.

e) Equity affiliates

Under U.S. GAAP the Group accounts for its ownership interest in ICICI Prudential Life Insurance Limited (ICICI Life) and ICICI Lombard General Insurance Company Limited (ICICI General) by the equity method of accounting because of substantive participative rights held by the minority shareholders.

F-120

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following tables set forth, for the periods indicated, the summarized balance sheets and statements of operations of these entities.

Rupees in million

Balance sheet	At March 31,
	2014				2013
	ICICI Life		ICICI General		ICICI Life		ICICI General
Cash and cash equivalents		13,466.1		1,059.4		15,944.0		1,145.9
Securities		181,702.3		92,934.5		147,823.3		75,451.5
Assets held to cover linked liabilities		602,654.3		..		573,885.9		..
Other assets		43,147.0		42,278.7		41,176.0		44,896.2
Total assets		840,969.7		136,272.6		778,829.2		121,493.6
Provision for linked liabilities		602,654.3		..		573,885.8		..
Other liabilities		180,134.1		113,735.0		151,214.7		101,539.0
Stockholders’ equity		58,181.3		22,537.6		53,728.7		19,954.6
Total liabilities and stockholders’ equity		840,969.7		136,272.6		778,829.2		121,493.6

Rupees in million

Statement of income	Year ended March 31,
	2014						2013
	ICICI Life			ICICI General			ICICI Life			ICICI General
Interest income		35,669.5			6,684.5			31,452.4			5,204.8
Interest expense		..			..			..			..
Net interest income		35,669.5			6,684.5			31,452.4			5,204.8
Insurance premium		124,286.5			43,558.7			135,382.4			40,096.9
Other non-interest income		58,240.0			2,669.7			36,884.6			1,461.7
Non-interest expense		(201,876.4	)		(48,775.1	)		(185,397.3	)		(42,767.2	)
Income tax (expense)/ benefit		233.3			(1,515.5	)		(1,872.7	)		5.9
Income/(loss), net		16,552.9			2,622.3			16,449.4			4,002.1

The following table sets forth, for the periods indicated, retained earnings of 3i Infotech Limited which is accounted for as equity affiliate by the Group.

Rupees in million

	At March 31,
	2014			2013
Retained earnings		(2,406.7	)		(1,398.3	)
Total retained earnings		(9,013.9	)		(5,237.2	)
% holding		26.7	%		26.7	%

The loss pick up for 3i Infotech for the year ended March 31, 2014 and March 31, 2013 amounted to Rs. 1,176.5 million and Rs. 1,423.4 million respectively. The aggregate market value of the investment in shares of 3i Infotech Limited at March 31, 2014 based on quoted market prices was Rs. 1,184.6 million.

F-121

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

f)  Goodwill and intangible assets

The following table sets forth, for the periods indicated, a listing of goodwill and intangible assets, by category under U.S. GAAP.

Rupees in million

		Year ended March 31,
		2014			2013
Goodwill			35,238.4			35,238.4
Accumulated amortization			(54.0	)		(54.0	)
Goodwill, net	(A)		35,184.4			35,184.4
Customer-related intangibles			10,410.1			10,410.1
Accumulated amortization			(9,719.5	)		(8,906.5	)
Customer related intangibles, net	(B)		690.6			1,503.5
Asset management and advisory intangibles	(C)		367.0			367.0
Operating lease			246.9			246.9
Accumulated amortization			(128.2	)		(92.9	)
Operating lease net	(D)		118.7			154.0
Goodwill and intangible assets, net	(A+B+C+D)		36,360.7			37,208.8

The following table sets forth, for the periods indicated, the changes in goodwill under U.S. GAAP.

 Rupees in million

	Year ended March 31,
	2014		2013
Opening balance		35,184.4		35,184.4
Goodwill disposed off during the period		..		..
Goodwill addition during the period		..		..
Closing balance		35,184.4		35,184.4

The following table sets forth, for the periods indicated, the changes in intangible assets under U.S. GAAP.

 Rupees in million

	Year ended March 31,
	2014			2013
Opening balance		1,657.4			2,619.4
Amortization		(848.3	)		(961.9	)
Disposal		..			..
Closing balance		809.1			1,657.4

The following table sets forth, for the periods indicated, the estimated amortization schedule for intangible assets under U.S. GAAP, on a straight line basis, for the next five years.

F-122

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Rupees in million

Year ended March 31	Amount
2015		490.3
2016		182.3
2017		123.6
2018		12.9
Total		809.1

The Group has assigned goodwill to reporting units. The Group tests its goodwill for impairment on annual basis at a reporting unit level. No goodwill impairment was recorded during the year ended March 31, 2014 and March 31, 2013. Fair value of the reporting units was derived by applying comparable companies multiples method. Under this method, fair value of the reporting units are arrived at by multiplying future maintainable profits of the reporting units with the price earnings multiple.

g)  Employee benefits

Gratuity

In accordance with Indian regulations, the Group provides for gratuity, a defined benefit retirement plan covering all employees. The plan provides a lump sum payment to vested employees at retirement or termination of employment based on the respective employee’s salary and the years of employment with the Group. The gratuity benefit provided by the Group to its employees is equal to or greater than the statutory minimum.

In respect of the parent company, the gratuity benefit is provided to the employee either through a fund administered by a Board of Trustees or managed by Life Insurance Corporation of India (LIC) and ICICI Prudential Life Insurance Company Limited. The Group is responsible for settling the gratuity obligation through contributions to the fund.

In respect of the remaining entities within the Group, the gratuity benefit is provided through annual contributions to a fund administered and managed by LIC and ICICI Prudential Life Insurance Company Limited. Under this scheme, the settlement obligation remains with the Group, although LIC and ICICI Prudential Life Insurance Company Limited administer the scheme and determine the contribution premium required to be paid by the Group.

The following table sets forth, for the periods indicated, the funded status of the plans and the amounts recognized in the financial statements.

Rupees in million

	Year ended March 31,
	2014			2013
Change in benefit obligations
Projected benefit obligations at the beginning of the year		5,820.6			5,313.6
Add: Adjustment for exchange fluctuation on opening obligations		5.8			3.8
Adjusted opening obligations		5,826.4			5,317.4
Service cost		501.5			382.9
Interest cost		513.8			491.6
Acquisition/(Divestitures)		(8.8	)		4.4
Plan amendments		..			0.6

F-123

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

	Year ended March 31,
	2014			2013
Benefits paid		(643.0	)		(710.1	)
Actuarial (gain)/loss on obligations		(39.5	)		333.8
Projected benefit obligations at the end of the year		6,149.5			5,820.6
Change in plan assets
Fair value of plan assets at the beginning of the year		5,682.2			5,185.2
Acquisition/(Divestitures)		(8.8	)		5.3
Actual return on plan assets		409.7			426.2
Employer contributions		455.5			775.5
Benefits paid		(643.0	)		(710.1	)
Plan assets at the end of the year		5,895.6			5,682.1
Funded status		(254.1	)		(138.5	)
Amount recognized, net		(254.1	)		(138.5	)
Accumulated benefit obligation at year-end		3,965.5			3,900.5

The following table sets forth, for the periods indicated, the components of the net gratuity cost.

Rupees in million

	Year ended March 31,
	2014			2013			2012
Service cost		501.5			382.9			416.8
Interest cost		513.8			491.6			473.1
Expected return on assets		(437.3	)		(390.1	)		(409.9	)
Amortization of transition asset/liability		..			..			..
Amortization of prior service cost		11.8			14.4			14.8
Amortized actuarial (gain)/loss		3.7			(38.6	)		(6.6	)
Acquisition and divesture (gain)/loss		..			..			2.0
Exchange gain/(loss)		5.8			..			..
Gratuity cost, net		599.3			460.2			490.2

The discount rate for the corresponding tenure of obligations for gratuity is selected by reference to local government bond rates with a premium added to reflect the additional risk for AAA rated corporate bonds.

The following table sets forth, for the periods indicated, the weighted average assumptions used to determine net periodic benefit cost.

	Year ended March 31,
	2014			2013			2012
Discount rate		8.8	%		9.4	%		9.0	%
Rate of increase in the compensation levels		7.1	%		7.1	%		7.1	%
Rate of return on plan assets		8.0	%		8.0	%		8.0	%

The following table sets forth, for the periods indicated, the weighted average assumptions used to determine benefit obligations.

F-124

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

	Year ended March 31,
	2014			2013
Discount rate		9.5	%		8.8	%
Rate of increase in the compensation levels		7.1	%		7.1	%

Plan Assets

The Group determines its assumptions for the expected rate of return on plan assets based on the expected average long-term rate of return over the next 7 to 8 years on the type of investments prescribed as per statutory pattern of investment.

The following table sets forth, for the periods indicated, the Group’s asset allocation for gratuity by asset category based on fair values.

Rupees in million

	At March 31,
	2014		2013
Assets category
Investment in schemes of ICICI Prudential Life Insurance Company Limited
Group balance fund1		4,720.8		4,355.0
Group growth fund2		45.3		50.5
Group short-term fund3		2.8		3.7
Group Suraksha Scheme4		..		50.5
Others		0.6		..
Total investment in schemes of ICICI Prudential Life Insurance Company Limited		4,769.5		4,459.7
Investment in scheme of Life Insurance Corporation of India		630.7		593.2
Total assets managed by external entities		5,400.2		5,052.9
Special deposit with central government		291.1		291.2
Government debt securities		58.9		85.1
Corporate debt securities		115.3		250.8
Balance with banks and others		30.1		2.1
Total		5,895.6		5,682.1

1. Objective of the scheme is to provide a balance between long-term capital appreciation and current income through investment in equity as well as fixed income instruments in appropriate proportions. At March 31, 2014, investments in corporate bonds, government securities and fixed deposits were 47.1%, 14.2% and 18.7% respectively of the total investments.

2. Objective of the scheme is to provide long-term capital appreciation through investments primarily in equity and equity-related instruments with a maximum investment of 60% in equity and equity-related securities and balance in debt. At March 31, 2014, investments in equity, corporate bonds and fixed deposits were 54.1%, 24.9% and 10.9% respectively of the total investments.

3. Objective of the scheme is to provide suitable returns through investments primarily in low risk investments in debt and money market instruments while attempting to protect the capital deployed in the fund. The fund primarily invests in debt with a maturity of less than 5 years and money market instruments. At March 31, 2014, investments in corporate bonds and fixed deposits were 68.9% and 25.2% respectively of the total investments.

4. At March 31, 2014, investments in corporate bonds, government securities and fixed deposits were 59.0%, 11.5% and 11.3% respectively of the total investments.

The following table sets forth, for the periods indicated, the Group’s target asset allocation for gratuity by asset category.

F-125

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Description	Target asset allocation at March 31, 2015			Target asset allocation at March 31, 2014
Funds managed by external entities		92	%		89	%
Special deposit with central government		5	%		5	%
Debt securities		3	%		5	%
Balance with banks		0	%		1	%
Total		100	%		100	%

The plan assets primarily consist of investments made in funds managed by external entities, which are primarily in equity, money market instruments and debt instruments in different proportions depending on the objective of schemes. The value of the plan assets in funds managed by ICICI Prudential Life Insurance Company Limited has been arrived at based on the net asset value per unit of individual schemes, which are considered as Level 2 input. The value of plan assets in the form of investments in scheme of LIC and special deposit with the Central Government are derived using Level 1 inputs. The value of plan assets in the form of debt securities is derived using Level 2 input.

ICICI Prudential Life Insurance Company Limited administers the plan fund and it independently determines the target allocation by asset category. The investment strategy is to invest in a prudent manner for providing benefits to the participants of the scheme. The strategies are targeted to produce a return that, when combined with the Group’s contribution to the funds will maintain the fund’s ability to meet all required benefit obligations. ICICI Prudential Life Insurance Company Limited functions within the regulated investment norms.

LIC administers the plan fund and it independently determines the target allocation by asset category. The selection of investments and the asset category is determined by LIC. LIC’s strategy is to invest in a prudent manner to produce a return that will enable the fund to meet the required benefit obligations. LIC, which is owned by Government of India, functions within regulated investment norms.

The plan assets are mainly invested in various gratuity schemes of the insurance companies to limit the impact of individual investment. The Group’s entire investment of plan assets is in India and 80.9% investment is in various gratuity schemesofICICI Prudential Life Insurance Company Limited. Insurers managing the plan assets of the Group consider operational risk, performance risk, credit risk and equity risk in their investment policy as part of their risk management practices.

The following table sets forth, the benefit expected to be paid in each of the next five fiscal years and thereafter.

    Rupees in million

	Amount
Expected Group contributions to the fund during the year ending March 31, 2015		548.0
Expected benefit payments from the fund during year ending March 31,
2015		970.1
2016		950.9
2017		1,023.9
2018		1,171.5
2019		1,133.5
Thereafter upto 10 years		5,294.8

F-126

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The expected benefits are based on the same assumptions as used to measure the Group’s benefit obligation at March 31, 2014.

Pension

The Group provides for pension, a deferred retirement plan covering certain employees. The plan provides for a pension payment on a monthly basis to these employees on their retirement based on the respective employee’s salary and years of employment with the Group. Employees covered by the pension plan are not eligible for benefits under the provident fund plan. The pension plan pertained to the employees of erstwhile Bank of Madura, erstwhile Sangli Bank and erstwhile Bank of Rajasthan which were acquired with effect from March 2001, April 2007 and August 2010 respectively. The Group makes contribution to a trust which administers the funds on its own account or through insurance companies.

The following table sets forth, for the periods indicated, the funded status of the plan and the amounts recognized in the financial statements.

Rupees in million

	Year ended March 31,
	2014			2013
Change in benefit obligations
Projected benefit obligations at beginning of the year		9,407.1			8,507.3
Service cost		216.9			218.9
Interest cost		823.6			779.1
Liability extinguished on settlement		(2,012.8	)		(1,960.1	)
Benefits paid		(242.3	)		(312.2	)
Actuarial (gain)/loss on obligations		1,404.1			2,174.1
Projected benefit obligations at the end of the year		9,596.6			9,407.1
Change in plan assets
Fair value of plan assets at beginning of the year		9,526.8			9,379.5
Actual return on plan assets		742.9			830.8
Assets distributed on settlement		(2,236.4	)		(2,177.9	)
Employer contributions		1,227.8			1,806.6
Benefits paid		(242.3	)		(312.2	)
Plan assets at the end of the year		9,018.8			9,526.8
Funded status		(577.8	)		119.7
Net amount recognized		(577.8	)		119.7
Accumulated benefit obligation at year end		8,220.1			8,053.6

F-127

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the periods indicated, the components of the net pension cost.

Rupees in million

	Year ended March 31,
	2014			2013			2012
Service cost		216.9			218.9			220.0
Interest cost		823.6			779.1			687.7
Expected return on assets		(772.0	)		(728.4	)		(652.9	)
Curtailment and settlement (gain)/loss		223.6			217.7			144.8
Actuarial (gain)/loss		549.8			285.0			..
Net pension cost		1,041.9			772.3			399.6

The discount rate for the corresponding tenure of obligations for pension is selected by reference to government security yield with a premium added to reflect the additional risk corresponding to AAA rated corporate bonds.

The following table sets forth, for the periods indicated, the weighted average assumptions used to determine net periodic benefit cost.

	Year ended March 31,
	2014			2013			2012
Discount rate		8.8	%		9.3	%		9.1	%
Rate of increase in the compensation levels
On basic pay		1.5	%		1.5	%		1.5	%
On dearness relief		7.0	%		7.0	%		7.0	%
Rate of return on plan assets		8.0	%		8.0	%		8.0	%
Pension increases (applicable on basic pension)		7.0	%		7.0	%		7.0	%

The following table sets forth, for the periods indicated, the weighted average assumptions used to determine benefit obligations.

	Year ended March 31
	2014			2013
Discount rate		9.8	%		8.8	%
Rate of increase in the compensation levels
On basic pay		1.5	%		1.5	%
On dearness relief		7.0	%		7.0	%
Pension increases (applicable on basic pension)		7.0	%		7.0	%

Plan Assets

The Group determines its assumptions for the expected rate of return on plan assets based on the expected average long-term rate of return over the next 7 to 8 years on the types of investments prescribed as per statutory pattern of investment.

The following table sets forth, for the periods indicated, the Group’s asset allocation and target asset allocation for pension by asset category based on fair values.

F-128

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Rupees in millions

Asset category	Fair value at March 31, 2014		Fair value at March 31, 2013		Target asset allocation at March 31, 2015			Target asset allocation at March 31, 2014
Government debt securities		676.0		726.0		7	%		7	%
Corporate debt securities		811.7		886.8		8	%		9	%
Balance with banks and others		328.0		612.0		3	%		6	%
Group Suraksha Scheme of ICICI Prudential Life Insurance Company Limited1		7,203.1		7,302.0		82	%		78	%
Total		9,018.8		9,526.8		100.0	%		100.0	%

1. At March 31, 2014, investment primarily in government securities and corporate bonds was 45.4% and 54.6% respectively.

The inputs to valuation of the government and corporate securities are derived using Level 2 inputs. The value of the plan assets in funds managed by ICICI Prudential Life Insurance Company Limited has been arrived at based on the net asset value per unit of individual schemes, which are considered as Level 2 input.

The plan assets are maintained through a fund administered and managed by a Board of Trustees for existing employees and by ICICI Prudential Life Insurance Company for retired employees. The investment strategies for the plan assets are targeted towards investment in a prudent manner and to produce a return that, when combined with the Group’s contribution to the funds will maintain the fund’s ability to meet all required benefit obligations.

The plan assets of the Group are mainly invested in schemes of ICICI Prudential Life Insurance Company Limited, government and corporate securities. The Group’s entire investment plan assets are in India and 79.9% is in the scheme ICICI Prudential Life Insurance Company Limited. Insurers managing the plan assets of the Group consider operational risk, performance risk, credit risk and equity risk in their investment policy as part of their risk management practices. Further, the risk is sought to be reduced by investing in government securities or relatively low risk securities.

The following table sets forth, the benefit expected to be paid in each of the next five fiscal years and thereafter.

Rupees in million

	Amount
Expected Group contributions to the fund during the year ending March 31, 2015		1,000.0
Expected benefit payments from the fund during the year ending March 31,
2015		441.7
2016		652.7
2017		799.5
2018		906.2
2019		1,075.8
Thereafter upto 10 years		4,980.4

The expected benefits are based on the same assumption as used to measure the Group’s benefit obligation at March 31, 2014.

Superannuation

Superannuation is a defined contribution plan under which the Group contributes annually a sum equivalent to 15.0% of certain employee’s eligible annual salary based on the option exercised by the

F-129

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

employees, either to LIC or ICICI Prudential Life Insurance Company, the managers of the fund, who undertake to pay the lump sum and annuity payments pursuant to the scheme. The Group contributed, Rs. 123.1 million, Rs. 105.4 million and Rs. 120.4 million to the employees’ superannuation plan for the year ended March 31, 2014, March 31, 2013 and March 31, 2012 respectively.

Provident fund

In accordance with Indian regulations, employees of the Group (excluding those covered under the pension scheme) are entitled to receive benefits under the provident fund. The Group contributes to fund set up by the Group and administered by a Board of Trustees. The Group has contributed Rs. 1,599.2 million, Rs. 1,414.4 million and Rs. 1,261.2 million to the employees’ provident fund for the year ended March 31, 2014, March 31, 2013 and March 31, 2012 respectively, which includes compulsory contribution made towards employee pension scheme under Employees Provident Fund and Miscellaneous Provisions Act, 1952.

h)  Earnings per share

Basic earnings per share is net income per weighted average equity shares. Diluted earnings per share reflects the effect that existing options would have on the basic earnings per share if they were to be exercised, by increasing the number of equity shares.

The basic and diluted earnings per share under U.S. GAAP differs to the extent that income under U.S. GAAP differs.

The following table sets forth, for the periods indicated, the computation of earnings per share as per U.S. GAAP.

Rupees in million, except per share data

	Year ended March 31,
	2014					2013					2012
	Basic		diluted			Basic		Diluted			Basic		Diluted
Earnings
Net income attributable to ICICI Bank stockholders (before dilutive impact)		101,421.0		101,421.0			101,051.5		101,051.5			70,810.7		70,810.7
Contingent issuances of subsidiaries/equity affiliates		..		(125.4	)		..		(185.0	)		..		(93.4	)
		101,421.0		101,295.6			101,051.5		100,866.5			70,810.7		70,717.3
Common stock
Weighted-average common stock outstanding		1,154.3		1,154.3			1,153.1		1,153.1			1,152.3		1,152.3
Dilutive effect of employee stock options		..		3.6			..		3.4			..		3.0
Total		1,154.3		1,157.9			1,153.1		1,156.5			1,152.3		1,155.3
Earnings per share
Net income (Rs.)		87.86		87.48			87.64		87.21			61.45		61.21

F-130

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

i)  Income taxes

 Components of deferred tax balances

The following table sets forth, for the periods indicated, components of the deferred tax balances.

Rupeesin million

	At March 31,
	2014			2013
Deferred tax assets
Allowance for loan losses		36,363.0			31,473.2
Available for sale securities		14,034.1			1,248.3
Investments in trading securities		320.7			706.1
Unearned income		5,384.8			7,369.5
Business/capital loss carry forwards		1,705.1			772.5
Investments in subsidiaries and affiliates		6,307.6			5,548.1
Others		1,116.9			1,334.8
		65,232.2			48,452.5
Valuation allowance		(349.0	)		(317.1	)
Total deferred tax asset		64,883.2			48,135.4
Deferred tax liabilities
Available for sale securities		(156.7	)		(299.7	)
Property and equipment		(6,660.4	)		(5,883.3	)
Investments in subsidiaries and affiliates		(7,639.1	)		(2,093.5	)
Intangibles		(266.0	)		(529.2	)
Long-term debt		(274.9	)		(315.7	)
Others		(1,822.8	)		(2,041.3	)
Total deferred tax liability		(16,819.9	)		(11,162.7	)
Net deferred tax asset		48,063.3			36,972.7

1. At March 31, 2014, the Company has not recognized a deferred tax liability of approximately Rs.2,161.8 million on foreign currency translation reserves pertaining to retained earnings of Rs. 6,360.1 million of its foreign branches since these earnings are intended to be reinvested indefinitely and tax liability will arise only on repatriation. A deferred tax liability will be recognized if the Bank can no longer demonstrate that it plans to indefinitely reinvest the retained earnings.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax asset is dependent on the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable incomes over the periods in which the deferred tax assets are deductible, management believes that it is more likely than not that the Group will realize the benefits of those deductible differences, net of the existing valuation allowances at March 31, 2013 and 2014. The amount of deferred tax assets considered realizable, however could be reduced in the near term if estimates of future taxable income are reduced.

F-131

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The Indian statutory tax rate was 33.99%, 32.45% and 32.45% for the year ended March 31, 2014, 2013 and 2012 respectively including surcharge and education cess.

Reconciliation of tax rates

The following table sets forth, for the periods indicated, reconciliation of expected income taxes at statutory income tax rate to income tax expense/(benefit).

                            Rupees in million

	Year ended March 31,
	2014			2013			2012
Income/(loss) before income taxes including non-controlling interest 1		143,382.5			139,835.4			102,208.7
Statutory tax rate		33.99	%		32.45	%		32.45	%
Income tax expense/(benefit) at the statutory tax rate		48,735.7			45,369.6			33,161.7
Increases/(reductions) in taxes on account of:
Special tax deductions available to financial institutions		(3,128.1	)		(2,549.9	)		(1,998.5	)
Exempt interest and dividend income		(2,777.4	)		(680.9	)		(1,029.9	)
Income charged at rates other than statutory tax rate		(5,013.5	)		(5,049.2	)		(2,752.5	)
Changes in the statutory tax rate		(1,551.1	)		23.3			976.0
Expenses disallowed for tax purposes		1,112.4			1,897.9			1,743.7
Tax on undistributed earnings of subsidiaries		3,817.3			(329.7	)		1,171.5
Change in valuation allowance		31.9			69.8			(1.4	)
Tax adjustments in respect of prior year tax assessments		(7.4	)		(18.9	)		61.2
Others		(145.8	)		(489.1	)		(373.5	)
Income tax expense/(benefit) reported2		41,074.0			38,242.9			30,958.3

1. Includes income/(loss) before income taxes of foreign subsidiaries of Rs. 3,079.2 million, Rs. 5,714.2 million and Rs. 5,450.1 million for the year ended March 31, 2014, 2013 and 2012 respectively.

2. Includes current taxes of foreign subsidiaries of Rs. 1,080.1million, Rs. 1,206.8 million and Rs. 1,333.8 million deferred tax (expense)/benefit of foreign subsidiaries of Rs. 190.3 million, Rs. (274.3) million and Rs. (153.8) million for the year ended March 31, 2014, 2013 and 2012 respectively.

At March 31, 2014, total business loss carry forwards pertaining to the Group’s subsidiaries is Rs. 775.1 million with expiration dates as follows: March 31, 2034: Rs. 1.0 million, March 31, 2033: Rs. 49.6 million, March 31, 2031: Rs. 137.7 million, March 31, 2030: Rs. 58.7 million, March 31, 2029: Rs. 217.5 million, March 31, 2028: Rs. 288.8 million and March 31, 2027: Rs. 21.8 million.

At March 31, 2014, total capital loss carry forwards pertaining to the Bank is Rs. 5,984.4 million with expiration dates as follows: March 31, 2020: Rs. 231.6 million , March 31, 2021: Rs. 2,933.3 million and March 31, 2022: Rs. 2,819.5 million.

Accounting for uncertainty in income taxes

The Group has a policy to include interest and penalties on income taxes, if any, within interest expense or income and income tax expense respectively. However, no interest expense has been recognized in view of the adequate taxes paid by the Group in respect of unrecognized tax benefits. No penalties have been accrued as of March 31, 2014, as the Group believes that the tax positions taken have met the minimum statutory requirements to avoid payment of penalties.

The Group has recognized income with respect to interest accrued or received on tax refunds due to the group against favorable orders received from tax authorities amounting to Rs. 1,941.8 million,

F-132

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

Rs. 2,580.6 million and Rs. 813.9 million during the year ended March 31, 2014, 2013 and 2012 respectively. Further, the Group does not recognize the interest income accrued on advance income taxes paid against various income tax matters until the related matter is resolved with the taxing authority. Unrecognized interest on such advance income taxes paid is Rs. 11,873.4 million at March 31, 2014.

The following table sets forth, for the periods indicated, a reconciliation of the beginning and ending amount of unrecognized tax benefits.

Rupees in million

	Year ended March 31,
	2014		2013		2012
Beginning balance		16,415.5		10,202.3		10,027.3
Increases related to prior year tax positions		3,515.4		4,567.2		..
Increases related to current year tax positions		2,567.9		1,646.0		206.9
Decreases related to prior year tax positions		..		..		(31.9	)
Decreases related to settlements with taxing authorities		..		..		..
Decreases related to lapsing of statute of limitations		..		..		..
Ending balance		22,498.8		16,415.5		10,202.3

Other than Rs. 871.7 million for the year ended March 31, 2014, the Group’s total unrecognized tax benefits, if recognized, would reduce the tax provisions and thereby would affect the Group’s effective tax rate.

The Group’s major tax jurisdiction is India and the assessments are not yet completed for fiscal year 2011 and onwards. However, appeals filed by the Company are pending with various local tax authorities in India from fiscal years 1993 onwards.

Significant changes in the amount of unrecognized tax benefits within the next 12 months cannot be reasonably estimated as the changes would depend upon the progress of tax examinations with various tax authorities.

j) Other than temporary impairment

The Group has determined that certain unrealized losses on the Group’s investments in equity and debt securities are temporary in nature. The Group conducts a review each year to identify and evaluate investments that have indications of possible impairment. An investment in an equity or debt security is impaired if its fair value falls below its cost and accounting recognition of that decline in value is required if that decline is considered other than temporary. Factors considered in determining whether a loss is temporary include the financial condition and near term prospects of the issuer. For equity securities, individual investments that have fair value of less than 80% of amortized cost are considered for evaluation for other than temporary impairment, after consideration of the length of time the investment has been in an unrealized loss position. Additionally, for equity securities, the impairment evaluation is based on the Group’s intent and ability to hold the investments for a period sufficient to allow for any anticipated recovery, while for debt securities the Group considers whether the investments have been identified for sale or whether it is more likely than not that the Group will be required to sell the investment before recovery of its amortized cost basis less any current period credit loss.

The Group’s review of impairment generally entails:

· identification and evaluation of investments that have indications of possible impairment;

F-133

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

· analysis of evidential matter, including an evaluation of factors or triggers that would or could cause individual investments to qualify as having other than temporary impairment and those that would not support other than temporary impairment; and

· documentation of the results of these analyses, as required under business policies.

The following table sets forth, the fair value of the investments in equity and debt securities and unrealized loss position, which are considered as temporary in nature at March 31, 2014.

Rupees in million

Description of securities	Less than 12 months					12 months or longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate debt securities		43,912.3		(1,403.2	)		10,434.1		(485.2	)		54,346.4		(1,888.4	)
Government securities		496,602.7		(19,027.5	)		307,483.5		(16,840.5	)		804,086.2		(35,868.0	)
Other securities		63,839.1		(491.1	)		20,910.8		(1,684.5	)		84,749.9		(2,175.6	)
Total debt securities		604,354.1		(20,921.8	)		338,828.4		(19,010.2	)		943,182.5		(39,932.0	)
Marketable equity securities		273.7		(26.0	)		3.0		(1.7	)		276.7		(27.7	)
Other securities		..		..			..		..			..		..
Total		604,624.8		(20,947.8	)		338,831.4		(19,011.9	)		943,459.2		(39,959.7	)

The following table sets forth, the fair value of the investments in equity and debt securities and unrealized loss position, which are considered as temporary in nature at March 31, 2013.

Rupees in million

Description of securities	Less than 12 months					12 months or longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate debt securities		15,590.1		(157.7	)		22,314.8		(564.2	)		37,904.9		(721.9	)
Government securities		145,862.3		(271.5	)		336,758.9		(7,993.4	)		482,621.2		(8,264.9	)
Other securities		61,808.7		(548.2	)		14,914.3		(2,702.4	)		76,723.0		(3,250.6	)
Total debt securities		219,261.1		(977.4	)		373,988.0		(11,260.0	)		597,249.1		(12,237.4	)
Marketable equity securities		1,285.8		(203.2	)		..		..			1,285.8		(203.2	)
Other securities		..		..			..		..			..		..
Total		220,546.9		(1,180.6	)		373,988.0		(11,260.0	)		598,534.9		(12,440.6	)

The following table sets forth, the total other than temporary impairment recognized on debt securities during the year ended March 31, 2014.

Rupees in million

Description of securities	Other than temporary impairment losses related to securities that the group does not intend to sell nor will likely be required to sell
	Total other than temporary impairment losses recognized during the year		Portion of other than temporary impairment losses recognized in OCI (before taxes)		Net other than temporary impairment losses recognized in earnings		Losses recognized in earnings for securities that the group intends to sell or more likely than not will be required to sell		Total losses recognized in earnings
Corporate debt securities		1,730.7		..		1,730.7		12.2		1,742.9

F-134

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

 

Description of securities	Other than temporary impairment losses related to securities that the group does not intend to sell nor will likely be required to sell
	Total other than temporary impairment losses recognized during the year		Portion of other than temporary impairment losses recognized in OCI (before taxes)		Net other than temporary impairment losses recognized in earnings		Losses recognized in earnings for securities that the group intends to sell or more likely than not will be required to sell		Total losses recognized in earnings
Government securities		..		..		..		302.2		302.2
Other securities
Preference shares		597.9		..		597.9		..		597.9
Others		331.8		..		331.8		..		331.8
Total other securities		929.7		..		929.7		..		929.7
Total		2,660.4		..		2,660.4		314.4		2,974.8

The following table sets forth, the total other than temporary impairment recognized on debt securities during the year ended March 31, 2013.

Rupees in million

Description of securities	Other than temporary impairment losses related to securities that the group does not intend to sell nor will likely be required to sell
	Total other than temporary impairment losses recognized during the year		Portion of other than temporary impairment losses recognized in OCI (before taxes)		Net other than temporary impairment losses recognized in earnings		Losses recognized in earnings for securities that the group intends to sell or more likely than not will be required to sell		Total losses recognized in earnings
Corporate debt securities		1,079.1		..		1,079.1		..		1,079.1
Government securities		..		..		..		..		..
Other securities
Preference shares		410.6		..		410.6		..		410.6
Others		99.5		..		99.5		..		99.5
Total other securities		510.1		..		510.1		..		510.1
Total		1,589.2		..		1,589.2		..		1,589.2

The following table sets forth, a 12 month roll forward of cumulative other than temporary impairment credit loss recognized in earnings for AFS debt securities held at March 31, 2014.

                                Rupees in million

	Balance at March 31, 2013		Credit impairments in earnings on securities not previously impaired		Credit impairments recognized in earnings on securities that have been previously impaired		Reduction due to sales or maturity of credit impaired securities		Reduction of credit losses earlier recognized in earnings which the group intends to sell		Balance at March 31, 2014
Corporate debt securities		638.1		356.0		1,374.8		16.3		..		2,352.6
Preference shares		3,070.5		559.5		38.4		607.0		..		3,061.4
Other securities		99.5		..		331.8		..		..		431.3
Total		3,808.1		915.5		1,745.0		623.3		..		5,845.3

F-135

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, a 12-month roll forward of cumulative other than temporary impairment credit loss recognized in earnings for AFS debt securities held at March 31, 2013.

                                Rupees in million

	Balance at March 31, 2012		Credit impairments in earnings on securities not previously impaired		Credit impairments recognized in earnings on securities that have been previously impaired		Reduction due to sales or maturity of credit impaired securities		Reduction of credit losses earlier recognized in earnings which the group intends to sell		Balance at March 31, 2013
Corporate debt securities		711.4		378.6		700.5		1,152.4		..		638.1
Preference shares		2,703.0		40.2		370.4		43.1		..		3,070.5
Other Securities		..		99.5		..		..		..		99.5
Total		3,414.4		518.3		1,070.9		1,195.5		..		3,808.1

The reasons for not classifying certain investments in debt and equity securities with unrealized losses as other than temporarily impaired are as follows.

· For the debt securities, the Group has assessed that the securities in an unrealized loss position have not been identified for sale and it is not more likely than not that the Group will be required to sell the securities before recovery of its amortized cost basis less any current period credit loss.

· The diminution in the value of marketable equity securities and other securities is not considered as other than temporarily impaired at March 31, 2014 after considering the factors like projects under implementation, strategic nature of investments and the entity’s proposed capacity expansion for improving the marketability of the product, increasing sale trend, cash flows. Based on the evaluation and the company’s ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Group does not consider these to be other than temporarily impaired at March 31, 2014.

The Group also holds certain debt investments with other than temporary impairment, which have not been identified for sale and it is not more likely than not that the Group will be required to sell the securities before an anticipated recovery in value other than credit losses, where the amount representing the credit losses has been recognized in earnings and the amount of loss related to other factors has been recognized in other comprehensive income. The credit losses have been determined based on the difference of present value of expected future cash flows of the securities and the amortized cost basis of such securities. The Group bases its estimates of future cash flows on evaluation of the issuer’s overall financial condition, resources and payment record and the realizable value of any collateral, third party guarantees or other credit enhancements.

At March 31, 2014, the Group holds cost method investments amounting Rs. 66,661.8 million. The fair value for such securities has not been estimated in the absence of changes in circumstances that have a significant adverse effect on the fair value of the investments.

k) Comprehensive income

F-136

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The following table sets forth, for the periods indicated, details of comprehensive income.

Rupees in million

	Year ended March 31,
	2014			2013			2012
Net income/(loss) (net of tax) excluding non-controlling interest		101,421.0			101,051.5			70,810.7
Other Comprehensive Income:
Net unrealized gain/(loss) on securities, net of realization & others (net of tax)1		(20,746.8	)		17,685.9			(8,198.1	)
Translation adjustments2		8,964.7			5,387.2			3,593.4
Employee accounting for deferred benefit pensions and other post retirement benefits (net of tax)3		(491.7	)		(1,379.1	)		(1,320.5	)
Comprehensive income attributable to ICICI Bank stockholders		89,147.2			122,745.5			64,885.5
Comprehensive income attributable to non-controlling interests		898.0			540.5			438.8
Total comprehensive income		90,045.2			123,286.0			65,324.3

1. Net of tax effect of Rs. 11,048.2 million, Rs. (7,949.3) million and Rs. 3,567.1 million for the year ended March 31, 2014, March 31, 2013, and March 31, 2012 respectively.

2. Net of tax effect of Rs. (2,292.1) million, Rs. (361.8) million and Rs. (242.4) million for the year ended March 31, 2014, March 31, 2013, and March 31, 2012 respectively.

3. Net of tax effect of Rs. 368.3 million, Rs. 662.3 million and Rs. 649.5 million for the year ended March 31, 2014, March 31, 2013 and March 31, 2012 respectively.

l) Guarantees

As a part of its project-financing and commercial banking activities, the Group has issued guarantees to enhance the credit standing of its customers. These generally represent irrevocable assurances that the Group will make payments in the event that the customer fails to fulfill its financial or performance obligations. Financial guarantees are obligations to pay a third party beneficiary where a customer fails to make payment towards a specified financial obligation. Performance guarantees are obligations to pay a third party beneficiary where a customer fails to perform a non-financial contractual obligation. The guarantees are generally for a period not exceeding 10 years.

The credit risks associated with these products, as well as the operating risks, are similar to those relating to other types of financial instruments. The current carrying amount of the liability for the Group’s obligations under the guarantees at March 31, 2014 amounted to Rs. 7,260.4 million (March 31, 2013: Rs. 6,167.7 million).

The following table sets forth, the details of guarantees outstanding at March 31, 2014.

Rupees in million

Nature of guarantee	Maximum potential amount of future payments under guarantee
	Less than 1 year		1 - 3 years		3 - 5 years		Over 5 years		Total
Financial guarantees		316,951.6		154,696.2		50,044.2		11,122.0		532,814.0
Performance guarantees		288,916.5		177,038.8		56,494.9		32,333.4		554,783.6
Total guarantees		605,868.1		331,735.0		106,539.1		43,455.4		1,087,597.6

F-137

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

The Group has collateral available to reimburse potential losses on its guarantees. At March 31, 2014, margins in the form of cash and fixed deposit available to the Group to reimburse losses realized under guarantees amounted to Rs. 53,292.1 million (March 31, 2013: Rs. 45,595.4 million). Other property or security may also be available to the Group to cover losses under these guarantees.

Performance risk

For each corporate borrower, a credit rating is assigned at the time the exposure is approved and the rating is reviewed periodically thereafter. At the time of assigning a credit rating, the possibility of non-performance or non-payment is evaluated. Additionally, an assessment of the borrower's capacity to repay obligations in the event of invocation is also evaluated. Thus, a comprehensive risk assessment of guarantee exposures is undertaken at the time of sanctioning such exposures.

22.  Regulatory matters

Statutory liquidity requirement

In accordance with the Banking Regulation Act, 1949, the Bank is required to maintain a specified percentage of its net demand and time liabilities by way of liquid unencumbered assets like cash, gold and approved securities. The amount of securities required to be maintained at March 31, 2014 was Rs.806,035.1 million (March 31, 2013: Rs. 743,915.9 million), and the Bank complied with the requirement throughout the year.

Capital Adequacy

The Bank was subject to Basel II capital adequacy guidelines stipulated by the Reserve Bank of India till March 31, 2013.

During fiscal 2013, the Reserve Bank of India issued final Basel III guidelines, applicable with effect from April 1, 2013 in a phased manner through till March 31, 2019. At March 31, 2014, the bank is required to maintain minimum Common Equity Tier 1 (CET1) capital ratio of 5.00%, minimum Tier 1 capital ratio of 6.50% and minimum total capital ratio of 9.00%. Under Pillar 1 of the Reserve Bank of India guidelines on Basel III, the bank follows Standardized approach for measurement of credit risk, Standardized Duration method for measurement of market risk and Basic Indicator approach for measurement of operational risk.

The total capital adequacy ratio of the Bank calculated in accordance with the Reserve Bank of India guidelines on Basel III at March 31, 2014 is 17.70%. Total capital adequacy ratio as per the Basel II framework at March 31, 2014 is 19.08% (March 31, 2013: 18.74%). These are based on unconsolidated financial statements as per Indian GAAP.

F-138

ICICI Bank Limited and subsidiaries

Schedules forming part of the Consolidated Financial Statements

23.  Comparative figures

Figures of the previous year have been regrouped to conform to the current year presentation.

For and on behalf of Board of Directors

/s/ Chanda Kochhar Managing Director & CEO	/s/ N. S. Kannan Executive Director
/s/ Rakesh Jha Chief Financial Officer	/s/ P. Sanker Senior General Manager (Legal) & Company Secretary
Place: Mumbai Date: July 25, 2014

F-139

EX-1.1

Exhibit 1.1

ICICI BANK LIMITED

______________________________________________

MEMORANDUM  OF  ASSOCIATION

AND

ARTICLES OF ASSOCIATION

I

I N D E X

				Page
MEMORANDUM OF ASSOCIATION	...	...	...	1-10
ARTICLES OF ASSOCIATION	...	...	...	11-67
Table A Excluded	...	...	...	11
Interpretation	...	...	...	11
Preliminary	...	...	...	12
Capital	...	...	...	12
Underwriting Commission	...	...	...	16
Certificates	...	...	...	16
Calls	...	...	...	17
Forfeiture, Surrender and Lien	...	...	...	19
Transfer and Transmission of Shares	...	...	...	21
Conversion of Shares into Stock	...	...	...	24
Increase, Reduction and Alteration of Capital	...	...	...	24
Modification of Class Rights	...	...	...	26
Joint Holders	...	...	...	27
Borrowing Powers	...	...	...	27
Meetings	...	...	...	29
Proceedings at General Meeting	...	...	...	32
Votes of Members	...	...	...	34
Directors	...	...	...	36
Rotation of Directors	...	...	...	42
Chairman , Executive Chairman , Chairman and
Managing Director , Managing Director
Whole-time Director	...	...	...	45
Proceedings of Directors’ Meetings	...	...	...	47
Powers of Directors	...	...	...	50
Minutes	...	...	...	55
The Seal	...	...	...	55
Establishment of Reserve Fund	...	...	...	56
Dividends	...	...	...	56
Capitalisation	...	...	...	58
Accounts	...	...	...	59
Audit	...	...	...	60
Notices	...	...	...	62
Winding up	...	...	...	63
Secrecy Clause	...	...	...	64
Indemnity and Responsibility	...	...	...	64
ANNEXURES -  Resolutions for amendments to the Memorandum & Articles
of Association, copies of Schemes of amalgamations, Order of High Court,
Letters of RBI
				67 onwards

II

ABSTRACT

OF

ARTICLES OF ASSOCIATION

OF

ICICI BANK LIMITED

TABLE A EXCLUDED

				Article	Page
Table A not to apply
(except as expressly provided in these presents)	...	...	...	1	11
Company to be governed by these Articles	...	...	...	2	11
INTERPRETATION
“Interpretation” Clause	...	...	...	3	11
“The Act” or “the said Act”	...	...	...	3	11
“Board”, “Board of Directors”	...	...	...	3	11
“Banking Act”	...	...	...	3	11
“The Company”	...	...	...	3	11
“Directors”	...	...	...	3	11
“Financial Year”	...	...	...	3	11
“Members”	...	...	...	3	11
“Month”	...	...	...	3	11
“The Office”	...	...	...	3	12
“These presents”	...	...	...	3	12
“The Register”	...	...	...	3	12
“The Registrar”	...	...	...	3	12
“Regulatory Agencies”	...	...	...	3	12
“Reserve Bank”	...	...	...	3	12
“The said Acts”	...	...	...	3	12
“The Seal”	...	...	...	3	12
“In Writing” or “Written”	...	...	...	3	12
Singular number	...	...	...	3	12
Gender	...	...	...	3	12
Persons	...	...	...	3	12
Expressions in the Act to bear the same meaning
in Articles	...	...	...	3	12
Marginal notes	...	...	...	3	12
PRELIMINARY
Copies of Memorandum and
Articles of Association, etc., to be furnished	...	...	...	4	12
CAPITAL
Capital	...	...	...	5	12
Power to increase or reduce capital	...	...	...	5	13
Power to issue Redeemable Preference Shares	...	...	...	5	13
Register of Members and Debenture-holders	...	...	...	6	13

III

				Article	Page
Closure of Register of Members, etc.	...	...	...	7	13
Foreign Register	...	...	...	8	13
Inspection of Register of Members,
Debenture-holders, etc.	...	...	...	9	14
Extracts or Copy of Register, etc.	...	...	...	9	14
The Company to send copy of Register, etc.	...	...	...	9	14
Nature and numbering of shares	...	...	...	10	14
Shares to be numbered progressively and no share
to be subdivided	...	...	...	10	14
Restriction on allotment	...	...	...	11	14
Shares at the disposal of the Directors	...	...	...	12	14
Directors may allot shares as fully paid-up or
partly paid-up	...	...	...	13	15
Unclassified shares	...	...	...	14	15
Issue of shares by General Meeting	...	...	...	15	15
Acceptance of shares	...	...	...	16	15
Deposit and calls, etc., to be debt payable immediately	...	...	...	17	15
Issue of shares at a discount	...	...	...	18	15
Instalments on shares	...	...	...	19	16
Calls on shares of the same class to be on uniform basis	...	...	...	20	16
Company not bound to recognise any interest in shares
other than that of the registered holders	...	...	...	21	16
Company’s funds may not be employed / lent for
acquiring shares of the Company	...	...	...	22	16
UNDERWRITING COMMISSION
Commission for subscribing to shares	...	...	...	23	16
CERTIFICATES
Issue of certificates	...	...	...	24	16
Delivery of share certificates	...	...	...	24	16
Issue of new certificate in place of one defaced,
lost or destroyed	...	...	...	25	16
Manner of issue, renewal, etc., of certificate	...	...	...	25	17
Fractional certificates	...	...	...	26	17
CALLS
Calls	...	...	...	27	17
Call to date from resolution	...	...	...	28	17
Notice of call	...	...	...	29	18
Directors may extend time	...	...	...	30	18
Amount payable at fixed time or by instalments as calls	...	...	...	31	18
When interest on call or instalment payable	...	...	...	32	18
Partial payment not to preclude forfeiture	...	...	...	33	18
Payment in advance of calls may carry interest	...	...	...	34	18
Members not entitled to privileges of membership
until all calls are paid	...	...	...	35	18
Evidence in actions by Company against shareholders	...	...	...	36	18

IV

				Article	Page
FORFEITURE, SURRENDER AND LIEN
If call or instalment not paid, notice must be given	...	...	...	37	19
Form of notice	...	...	...	38	19
In default of payment, shares may be forfeited	...	...	...	39	19
Entry of forfeiture on Register of Members	...	...	...	40	19
Forfeited shares to be property of the Company
and may be sold, etc.	...	...	...	41	19
Power to annul forfeiture	...	...	...	42	19
Effect of forfeiture	...	...	...	43	19
Shareholders liable to pay money and interest
owing at the time of forfeiture	...	...	...	44	19
Certificate of forfeiture	...	...	...	45	20
Title of purchaser and allottee of forfeited share	...	...	...	46	20
Cancellation of share certificates in respect of
forfeited shares	...	...	...	47	20
Application of forfeiture provisions	...	...	...	48	20
Company’s lien on shares	...	...	...	49	20
As to enforcing lien by sale	...	...	...	50	20
Application of proceeds of sale	...	...	...	51	20
Surrender of shares	...	...	...	52	20
TRANSFER AND TRANSMISSION OF SHARES
Register of transfers	...	...	...	53	21
Transfer not to be registered except on production	...	...	...	54	21
of instrument of transfer
Transfer of instrument by legal representative	...	...	...	55	21
Application for transfer	...	...	...	56	21
Company’s power to refuse transfer	...	...	...	57	22
Transferor liable until the transferee entered on Register	...	...	...	58	22
Directors may refuse to register transfer	...	...	...	59	22
Notice of refusal to transferee and transferor	...	...	...	60	23
Transfer to minor, etc.	...	...	...	61	23
Custody of transfer deeds	...	...	...	62	23
Title to shares of deceased holder	...	...	...	63	23
Registration of persons entitled to shares otherwise
than by transfer (Transmission Clause)	...	...	...	64	23
Refusal to register nominee	...	...	...	65	23
Board may require evidence of transmission	...	...	...	66	23
Fee on transfer or transmission	...	...	...	67	24
The Company not liable for disregard of a
notice prohibiting registration of transfer	...	...	...	68	24
CONVERSION OF SHARES INTO STOCK
Conversion of shares into stock and reconversion	...	...	...	69	24
Transfer of stock	...	...	...	70	24
Rights of stockholders	...	...	...	71	24
Share regulations to apply	...	...	...	72	24

V

				Article	Page
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
Increase of capital	...	...	...	73	24
On what conditions new shares may be issued	...	...	...	74	25
Further issue of capital	...	...	...	75	25
Shares under control of General Meeting	...	...	...	76	25
Same as original capital	...	...	...	77	26
Reduction of capital	...	...	...	78	26
Division and subdivision of shares	...	...	...	79	26
Directors’ discretion regarding subdivision	...	...	...	80	26
Company may purchase its own shares	...	...	...	80A	26
MODIFICATION OF CLASS RIGHTS
Power to modify right of different classes of shareholders
and the rights of dissentient shareholders	...	...	...	81	26
JOINT-HOLDERS
Joint-holders	...	...	...	82	27
Company may refuse to register more than three persons	...	...	...	82	27
Joint and several liability for all payments in respect
of shares	...	...	...	82	27
Title of survivors	...	...	...	82	27
Receipt of one joint-holder sufficient	...	...	...	82	27
Delivery of certificates and giving notice to first-named holder	...	...	...	82	27
Votes of joint-holders	...	...	...	82	27
BORROWING POWERS
Power to borrow	...	...	...	83	27
Bonds, debentures, etc., to be subject to the control
of Directors	...	...	...	84	28
Securities may be assignable free from equities	...	...	...	85	28
Issue of bonds, debentures, etc., at discount, etc.,
or with special privilege	...	...	...	86	28
Mortgage of uncalled capital	...	...	...	87	28
Register of charges	...	...	...	88	28
MEETINGS
Annual General Meeting	...	...	...	89	29
Extraordinary General Meetings	...	...	...	90	29
Calling of Extraordinary General Meetings	...	...	...	91	29
Notice of Meeting	...	...	...	92	30
Contents and manner of service of notice and
persons on whom it is to be served	...	...	...	93	30
Omission to give notice not to invalidate the
proceedings at the meeting	...	...	...	93	31
Business at the Annual General Meeting	...	...	...	94	31
Explanatory Statement to be annexed to the notice	...	...	...	94	31
Ordinary and Special Resolutions	...	...	...	95	31
Resolutions requiring Special Notice	...	...	...	96	32

VI

				Article	Page
PROCEEDINGS AT GENERAL MEETING
Quorum at General Meeting	...	...	...	97	32
Business confined to election of Chairman whilst
Chair vacant	...	...	...	98	32
Chairman of General Meeting	...	...	...	99	32
Proceedings when quorum not present	...	...	...	100	32
Adjournment of meeting	...	...	...	101	33
What is to be evidence of the passing of
resolution where poll not demanded	...	...	...	102	33
Demand for poll	...	...	...	103	33
Time of taking poll	...	...	...	104	33
Right of Member to use his votes differently	...	...	...	105	33
Scrutineers at poll	...	...	...	106	33
Manner of taking poll and result thereof	...	...	...	107	34
Motion how decided in case of equality of votes	...	...	...	108	34
Demand for poll not to prevent transaction
of other business	...	...	...	109	34
Minutes of General Meeting	...	...	...	110	34
Inspection of Minutes Books	...	...	...	111	34
Copies of Minutes	...	...	...	112	34
VOTES OF MEMBERS
Votes	...	...	...	113	34
Voting by Members of unsound mind	...	...	...	114	34
Voting by Body Corporates	...	...	...	115	34
Votes in respect of shares of deceased Members	...	...	...	116	35
Qualification of proxy	...	...	...	117	35
Votes may be given by proxy or attorney	...	...	...	118	35
Execution of instrument of proxy	...	...	...	119	35
Deposit of instruments of appointment and inspection	...	...	...	120	35
Custody of the instrument	...	...	...	121	36
Validity of votes given by proxy notwithstanding
death of Member, etc.	...	...	...	122	36
Time for objections to votes	...	...	...	123	36
Chairman of any meeting to be the judge of
validity of any vote	...	...	...	124	36
Equal rights of Members	...	...	...	125	36
DIRECTORS
Number of Directors	...	...	...	126	36
First Directors	...	...	...	127	36
Non-rotational Directors	...	...	...	128	36
Debenture Director	...	...	...	129	37
Alternate Director	...	...	...	130	37
Share qualification	...	...	...	131	38
Remuneration of Directors	...	...	...	132	38

VII

				Article	Page
Directors, not bona fide residents of the place where a
meeting is held, may receive extra compensation	...	...	...	133	38
Extra remuneration to Directors for special work	...	...	...	134	38
Additional Director	...	...	...	135	39
Casual vacancy	...	...	...	136	39
Directors may act notwithstanding vacancy	...	...	...	137	39
Office of Directors becoming vacant	...	...	...	138	39
Period from which disqualification to take effect	...	...	...	138	40
Disclosure of interest by Director	...	...	...	139	40
Interested Director not to participate or vote in
Board Meetings	...	...	...	140	41
Directors may be Directors of companies promoted
by the Company	...	...	...	141	41
Disclosures by Director on appointment	...	...	...	141	41
Register of Directors, etc.	...	...	...	141	42
Director to give notice of his shareholdings	...	...	...	141	42
Disclosure by Director of interest in any other
company, etc.	...	...	...	141	42
ROTATION OF DIRECTORS
Directors to retire annually how determined	...	...	...	142	42
Which Directors to retire	...	...	...	143	42
Re-election	...	...	...	144	42
Company to fill up vacancy	...	...	...	145	42
Retiring Directors to remain in office till
successors appointed	...	...	...	146	42
Appointment of Directors to be voted on individually	...	...	...	147	43
Company may increase or reduce the number
of Directors	...	...	...	148	43
Right of persons other than retiring Directors to
stand for Directorship	...	...	...	149	43
Removal of Directors	...	...	...	150	44
CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR - MANAGING DIRECTOR - WHOLE-TIME DIRECTOR
Board may appoint Chairman, Managing Director(s)
or Whole-time Director(s)	...	...	...	151	45
What provisions they will be subject to	...	...	...	151(d)	46
Remuneration of Managing or Whole-time Director(s)	...	...	...	151	46
PROCEEDINGS OF DIRECTORS’ MEETINGS
Meeting of Directors	...	...	...	152	47
When meeting to be convened	...	...	...	153	47
Notice of meetings	...	...	...	154	47
Quorum and its competence to exercise powers	...	...	...	155	47
Procedure where meetings adjourned for want of quorum	...	...	...	156	48

VIII

				Article	Page
Directors may appoint Committees	...	...	...	157	48
Meetings of Committees how to be governed	...	...	...	158	48
Chairman to preside over meetings of Board	...	...	...	159	48
Questions at Board Meetings to be decided	...	...	...	159	48
Powers to be exercised at meeting	...	...	...	160	48
Certain powers to be exercised by Board at meeting only	...	...	...	161	48
Consent of the Company necessary for exercise
of certain powers	...	...	...	162	49
Acts of Board or Committees valid notwithstanding
defect of appointment	...	...	...	163	50
Resolution by circular	...	...	...	164	50
Reconstitution of the Board	...	...	...	165	50
POWERS OF DIRECTORS
General powers of Company vested in Directors	...	...	...	166	50
Specific powers given to Directors	...	...	...	167	51
To pay costs of incorporation	...	...	...	167	51
Seal abroad	...	...	...	167	51
Acquiring properties, rights, etc.	...	...	...	167	51
To pay for property	...	...	...	167	51
To insure properties	...	...	...	167	51
To open bank accounts	...	...	...	167	51
To secure contracts by mortgage	...	...	...	167	51
To attach conditions	...	...	...	167	51
To accept surrender of shares	...	...	...	167	52
To appoint trustees	...	...	...	167	52
To institute, act, conduct legal proceedings	...	...	...	167	52
To refer to arbitration	...	...	...	167	52
To act in matters of bankruptcy and insolvency	...	...	...	167	52
To give receipts	...	...	...	167	52
To determine who shall be entitled to sign on
Company’s behalf	...	...	...	167	52
To invest moneys	...	...	...	167	52
To give security by way of indemnity	...	...	...	167	52
To give interest in particular business or transaction, etc.	...	...	...	167	52
To provide for the welfare of employees, etc.	...	...	...	167	53
To subscribe to charitable funds	...	...	...	167	53
To establish revenue fund	...	...	...	167	53
To appoint officers, etc.	...	...	...	167	53
To ensure compliance of local laws	...	...	...	167	54
To establish Local Boards	...	...	...	167	54
To appoint attorneys	...	...	...	167	54
Delegation of powers	...	...	...	167	54
Subdelegation of powers	...	...	...	167	54
To enter into contracts	...	...	...	167	54

IX

				Article	Page
Provisions of the Act to be complied with by Directors	...	...	...	168	55
MINUTES
Minutes of proceedings of Board of Directors
and Committees	...	...	...	169	55
By whom Minutes to be signed and effect thereof	...	...	...	170	55
THE SEAL
The Seal, its custody and use	...	...	...	171	55
ESTABLISHMENT OF RESERVE FUND
Reserve funds	...	...	...	172	56
DIVIDENDS
Division of profit	...	...	...	173	56
Capital paid up in advance at interest not
to earn dividend	...	...	...	174	56
Dividends in proportion to amount paid up	...	...	...	175	56
Declaration of dividend and writing off
capitalised expenses	...	...	...	176	56
Power to declare dividend without writing off	...	...	...	176	56
The Company in General Meeting may
declare a dividend	...	...	...	177	56
No larger dividend than recommended by Directors, etc.	...	...	...	178	56
Interim dividend	...	...	...	179	57
Retention of dividends	...	...	...	180	57
No Member to receive dividend whilst indebted to the Company
and Company’s right of reimbursement thereof	...	...	...	181	57
Transfer of shares must be registered	...	...	...	182	57
Dividends how remitted	...	...	...	183	57
Unclaimed dividends	...	...	...	184	57
Dividend and call together	...	...	...	185	58
Special provision in reference to dividend	...	...	...	186	58
CAPITALISATION
Capitalisation	...	...	...	187	58
ACCOUNTS
Accounts	...	...	...	188	59
Furnishing of statement of accounts and reports	...	...	...	189	59
Form and contents of Balance Sheet and
Profit and Loss Account	...	...	...	190	60
Authentication of Balance Sheet and other documents
copies thereof to be sent to Members	...	...	...	191	60
Copies of Balance Sheet, Profit and Loss Account and
Auditors’ Report shall be filed with the Registrar	...	...	...	192	60
AUDIT
Accounts to be audited	...	...	...	193	60
Appointment and qualification of Auditors	...	...	...	194	60
Branch audit	...	...	...	195	60
Remuneration of Auditors	...	...	...	196	60

X

				Article	Page
Auditors: their Report, powers and duties	...	...	...	197	61
Auditors’ right to attend meetings	...	...	...	198	61
Additional information in Auditors’ Report	...	...	...	199	61
Reasons for qualifications in Auditors’ Report	...	...	...	200	62
No qualifying remark in Auditors’ Report for
non-disclosure of certain information	...	...	...	201	62
Accounts when audited and approved to be conclusive
except as to errors discovered within three months	...	...	...	202	62
NOTICES
Notice	...	...	...	203	62
Notice on Members having no registered address	...	...	...	204	63
Notice on persons acquiring shares on death or
insolvency of Member	...	...	...	205	63
Persons entitled to notice of General Meetings	...	...	...	206	63
Notice by Company and signature thereto	...	...	...	207	63
Transferee, etc., bound by prior notices	...	...	...	208	63
Notice valid though Member deceased	...	...	...	209	63
WINDING UP
Winding up	...	...	...	210	63
Distribution in specie or kind	...	...	...	211	63
Distribution of assets	...	...	...	212	64
Right of shareholders in case of sale	...	...	...	213	64
SECRECY CLAUSE
Secrecy clause	...	...	...	214	64
INDEMNITY AND RESPONSIBILITY
Directors’ and others’ right to indemnity	...	...	...	215	64

COMPANIES ACT, 1956 COMPANY LIMITED BY SHARES	Special Adhesive Stamp Rs. 100/-14.12.1993
MEMORANDUM OF ASSOCIATION OF ICICI BANK LIMITED

I. The name of the Company is ICICI BANK LIMITED.1

II. The Registered Office of the Company will be situated in the State of Gujarat.

III. The objects for which the Company is established are :

A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE :

1.   To establish and carry on business of banking in any part of India or outside India.

2.   To carry on the business of accepting, for the purpose of lending or investment, of deposits of money repayable on demand or otherwise and withdrawable by cheque, draft, order or otherwise.

3.   To borrow, raise or take up money, lend or advance money with or without interest either upon or without security.

4.   To draw, make, execute, issue, endorse, negotiate, accept, discount, buy, sell, collect and deal in bills of exchange, hundies, promissory notes, coupons, drafts, bills of lading, railway receipts, warrants, debentures, bonds, mortgage-backed securities, letters of credit or obligations, certificates, scrips and other instruments and securities whether transferable or negotiable or mercantile or not.

5.   To grant and issue letters of credit, traveller’s cheques and circular notes, buy, sell and deal in bullion and specie.

6.   To receive all kinds of bonds, scrips or valuables on deposit or for safe custody or otherwise, provide safe deposit vaults, collect and transmit money, negotiable instruments and all securities.

7.   To buy, acquire, issue on commission, deal, sell, dispose of, exchange, convert, underwrite, subscribe, participate, invest in and hold whether on its own account or on behalf of any person, body corporate, company, society, firm or association of persons whether incorporated or not, shares, stocks, funds, debentures, debenture stocks, units, promissory notes, bills of exchange, bonds, warrants, participation certificates or participation units, other money market or capital market instruments, obligations and securities and investments of all kinds issued or guaranteed by any government, state, dominion, sovereign body, commission, public body or authority, supreme, local or municipal or company or body, whether incorporated or not or by any person or association.

7A2 To securitise, purchase, acquire, invest in, transfer, sell, dispose of or trade in any financial asset whatsoever, receivables, debts, whether unsecured or secured by mortgage of immoveables or charge on movables or otherwise, securitised debts, asset or mortgaged-backed securities or mortgage- backed securitised debts and to manage, service or collect the same and to appoint managing, servicing or collection agent therefor and to issue certificates or other instruments in respect thereof to public or private investors

1 The name of the Company has been changed from ICICI Banking Corporation Limited to ICICI Bank Limited pursuant to the Special Resolution passed by the Members at their Fifth Annual General Meeting held on June 14, 1999 and approval of the Registrar of Companies vide fresh certificate of incorporation dated September 10, 1999.

2 Clause 7A has been inserted pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.

and to guarantee and insure the due payment, fulfillment and performance of obligations in respect thereof or in connection therewith and to promote, establish, undertake, organise, manage, hold or dispose of any special purpose entity, body corporate or vehicle for carrying on all or any such activities.

8.   To act as foreign exchange dealer and to buy, sell or otherwise deal in all kinds of foreign currencies including foreign bank notes, foreign currency options, forward covers, swaps of all kinds and to transact for itself or on behalf of any person, body corporate, company, society, firm or association of persons whether incorporated or not, all transactions in foreign currencies.

9.   To carry on the activities of bill discounting, rediscounting bills, marketing, factoring, dealing in commercial paper, treasury bills, certificate of deposits and other financial instruments.

10.   To act as agents for any government or local authority or any other person or persons, carry on agency business of any description including clearing and forwarding of goods, give receipts and discharges and otherwise act as an attorney on behalf of customers, but excluding the business of a managing agent or secretary and treasurer of a company.

11.   To contract for public and private loans and advances and negotiate and issue the same.

12.   To form, constitute, promote, act as managing and issuing agents, brokers, sub-brokers, prepare projects and feasibility reports for and on behalf of any company, association, society, firm, individual and body corporate.

13.   To carry on and transact every kind of guarantee and indemnity business.

14.   To undertake and execute trusts and the administration of estates as executor or trustee.

15.   To act as Registrar and Transfer Agents and Registrar to the Issue, Issue Agents and Paying Agents.

16.   To provide custodial and depository services and to do all such things as may be advised, permitted or required for this purpose.

17.   To effect, insure, guarantee, underwrite, participate in managing and carrying out of any issue, public or private, of state, municipal or other loans or of shares, stock, debentures or debenture stock of any company, corporation or association and the lending of money for the purpose of any such issue.

183. To provide credit, charge, debit, saving, investment or other facilities to any person or persons (whether individuals, firms, companies, bodies, corporate or other entities), whether in the private or public sector by issuance of credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co-branded, affinity or otherwise and to establish and maintain card acceptance network (including physical, electronic, computer or automated machines network) and make payments or provide settlement service to the merchants or issuing banks on account of usage by the cardholders of the credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co- branded, affinity or otherwise.

19.   To provide or assist in obtaining, directly or indirectly, advice or services in various fields such as management, finance, investment, technology, administration, commerce, law, economics, labour, human resources development, industry, public relations, statistics, science, computers, accountancy, taxation, fund management, foreign exchange dealings, quality control, processing, strategic planning and valuation.

20.   To do any other form of business which the Government of India may specify as a form of business in which it is lawful for a banking company to engage.

3   The following clause 18 has been replaced by the above new clause 18 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.

18. To issue debit or credit cards to customers or any other person.

20A4. To carry on the business of assisting industrial, infrastructure and commercial enterprises : in general by

i)   assisting in the creation, expansion and modernisation of such enterprises;

ii)   encouraging and promoting the participation of capital, both internal and external in such enterprises; and in particular by

i)   providing finance in the form of long, medium or short term loans or equity participations;

ii)   sponsoring and underwriting new issues of shares and securities;

iii)   guaranteeing loans from other investment sources;

iv)   making funds available for re-investment by revolving investments as rapidly as prudent;

v)   performing and undertaking activities pertaining to leasing, giving on hire or hire-purchase, bill marketing, factoring and related fields.

20B4. To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever including by way of loans, advances, instalment credit, trade finance, hire or otherwise to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for any purpose whatsoever, including agriculture, industry, infrastructure, export-import, housing, consumer or others.

20C4. To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever, to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for:

(i)   Purchasing or acquiring any freehold or leasehold lands, estate or interest in any land or property,

(ii)   Taking demise for any term or terms of years of any land or property or

(iii)   Constructions, erection, purchase, extension, alteration, renovation, development or repair any house or building or any form of real estate or any part or portion thereof.

20D4. To provide financial assistance to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector for any purpose whatsoever by means of leasing, giving on hire or hire-purchase, lending, selling, reselling, or otherwise disposing of all forms of immoveable and moveable properties and assets of any kind, nature or use, whatsoever and for the purpose, purchasing or otherwise acquiring dominion over the same, whether new or used.

20E4. To purchase, acquire, sell, dispose of, deal or trade in bullion and specie and/or to issue, subscribe to, acquire, purchase, sell, dispose of, deal or trade in derivative financial instruments including futures, forwards options, swaps, caps, collars, floors, swap options, bond options or other derivative instruments whether traded on any market or exchange or otherwise, for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector.

20F4. To promote, organise, manage or undertake the activities of insurance intermediaries including insurance or reinsurance brokers, consultants, surveyors, loss assessors, loss control engineers, risk managers, actuarial analyst and to promote, organise, manage or undertake, marketing, trading, distribution or servicing of insurance and assurance products of all kinds, whether life or general; financial, investment or other products including (without limitation) securities, stocks, shares, debentures, bonds, units, certificates or services offered by the Company and/or by any person, firm, company, body corporate, mutual fund, Government, State, public body or authority, supreme, municipal, local or otherwise, through the Company’s branches, or offices.

4   Clauses 20A - 20I inserted under Clause 20 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.

20G4. To promote, organise or manage funds or investments on a discretionary or non-discretionary basis on behalf of any person or persons (whether individual, firms, companies, bodies corporate, public body or authority, supreme, local or otherwise, trusts, pension funds, offshore funds, charities, other associations or other entities), whether in the private or public sector.

20H4. To act as Trustee of any deeds, constituting or securing any debentures, debenture stock, or other securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of executor, administrator, receiver, treasurer, custodian and trust corporation.

20I4. To provide financial services, advisory and counselling services and facilities of every description capable of being provided by share and stock brokers, share and stock jobbers, share dealers, investment fund managers and to arrange and sponsor public and private issues or placement of shares and loan capital and to negotiate and underwrite such issues.

B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS:

21.   To establish, maintain and operate electronic teller machines for carrying on any of the banking businesses.

22.   To acquire and undertake the whole or any part of the business, property and liabilities of any person carrying on any business which the Company is authorised to carry on or possession of property suitable for the purposes of the objects of the Company.

23.   To manage, sell and realise any property which may come into the possession of the Company in satisfaction or part satisfaction of any of its claims.

24.   To acquire and hold and generally deal with any property or any right, title or interest in any such property which may form the security or part of the security for any loan or advance or which may be connected with any such security.

25.   To establish and support or aid in the establishment and support of associations, institutions, funds, trusts, schools, hospitals, guest-houses, clubs and conveniences which may be considered to benefit employees or ex-employees of the Company or the dependents or connections of such persons or any other persons, natural or judicial, granting pensions and allowances and making payments towards insurance, subscribing to or guaranteeing moneys for charitable or benevolent objects or for any exhibition or for any public, general or useful object.

26.   To aid and support any person, association, body or movement whose object is solution, settlement or surmounting of industrial or labour problems or the promotion of industry, trade or business of the Company or for the promotion of science and technology, cultural activities, sports, environment, rural development and other social and welfare activities.

27.   To acquire, construct, maintain and alter any building or work necessary or convenient for the purpose of the Company.

28.   To sell, improve, manage, develop, exchange, lease, mortgage, dispose of or turn into account or otherwise deal with all or any part of the property and rights of the Company.

29.   To acquire by purchase, lease or otherwise any premises for the construction and/or establishment of a safe-deposit vault or vaults and to maintain therein fire-proof and burglar-proof strong rooms, safes and other receptacles for deeds, securities, documents, money, jewellery and valuables of all kinds.

30.   To procure the registration, incorporation or recognition of the Company under the laws or regulations of any other place outside India and to pay all costs, charges and expenses incurred or sustained in or about

4   Clauses 20A - 20I inserted under Clause 20 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.

the promotion, incorporation and establishment of the Company or which the Company shall consider to be preliminary, out of the funds of the Company.

31.   To promote or procure incorporation, formation or setting up of concerns and undertakings whether as company, body corporate, partnership or any other association of persons for engaging in any business and to pay out of the funds of the Company all or any expenses which the Company may lawfully pay for services rendered for formation and registration of any other company by it, subject to the provisions of the Act.

32.   To develop and promote new financing instruments of all kinds whether for the capital or money markets.

33.   To acquire and undertake the whole or any part of the business of any person or company, when such business is of a nature enumerated or described hereunder.

34.   To commence and carry on activities with a view to encourage savings and investments and participations in income, profits and gains accruing to the Company from the acquisition, holding, management and disposal of securities.

35.   To place deposits, keep money with security or otherwise either for or without interest with any person, company, bank, financial and other institution, trust, corporation, local authority, government, co-operative society, HUF or other body (whether incorporated or not).

36.   To acquire, hold, manage, buy, sell, exchange, mortgage, charge, lease, license or grant any right or interest in, over or upon any movable or immovable property of any kind, including contingent and reversionary interest in any property.

37.   To carry on activities of holding any charter or sponsoring any Act of Legislation and/or to acquire any privilege, monopoly, licence, patent or other right, power from any government or parliament or from any local or any other authority in India or elsewhere and to exercise any powers, rights, or privileges so obtained and in the matters and for the purposes aforesaid to act solely or jointly with any other person, corporation or body and to apply for registration and act as accredited investment advisers to any mutual fund, unit trust with any regulatory authority in India or elsewhere.

38.   To apply for and become member of any trade association, commodity exchange, clearing-house, society, company, management association or any other association, professional body, stock exchange, depository trust company whether it be in India or elsewhere and to communicate with various chambers of commerce and other mercantile and public bodies in India or elsewhere, concert and promote measures for the protection and/or promotion of the Company’s trade, industry and persons engaged therein.

39.   To apply for, purchase or otherwise acquire, protect and renew in India or elsewhere, patents, licences, concessions, patent rights, trade marks, designs, conferring any exclusive or non-exclusive or limited rights to their use of any secret or other information regarding any invention, research which may seem capable of being used for any purpose of the Company and to use, develop or grant licence in respect thereof or otherwise turn to account the rights or information so acquired and expend money in improving any such patents, rights or inventions.

40.   To enter into agreements, contracts for, undertake or otherwise arrange for receiving, mailing or forwarding any circular, notice, report, brochure, material, article and thing belonging to any company, corporation, firm, institution or person or persons by means of delivery by hand or otherwise.

41.   To purchase, take on lease or licence or in exchange, hire or otherwise acquire any immovable or movable property, rights or privileges which the Company may think necessary or convenient for any business of the Company and to develop and turn to account and deal with the same and, in particular, any land, tenements, buildings and easements in such manner as may be thought expedient and to construct, reconstruct, maintain and alter any immovable or movable property or works necessary or convenient for

the purpose of the Company and to pay for the same either in cash or in shares or securities or otherwise and to sell, let, lease or under lease or otherwise dispose of or grant right over any movable or immovable property belonging to the Company.

42.   To manage land, buildings and other property both movable and immovable and to collect rents and income and to supply to tenants, users and occupiers, attendants, servants, waiting-rooms, reading rooms and other conveniences and services as may be necessary.

43.   To apply for, promote and obtain any order, directive, instruction, regulation, ordinance and other authorisation or enactment of the Central or any state government or any other authority for enabling the Company to put any of its objects to effect or for effecting any modification or change in any of the Company’s business or constitutions and to oppose any bill, statute, rule, regulation, guideline, proceeding or application which may seem to prejudice the Company’s business or interests.

44.   To open, maintain, operate and close account or accounts with any firm or company or with any bank or banks or financial institutions or other financiers and to pay or earn interest and to withdraw money from such account or accounts.

45.   To train or pay for the training in India or abroad of any of the Company’s employee or any person in the interest of or in furtherance of the Company’s objects.

46.   To enter into any arrangement with any government or government departments or authorities or any authority that may seem conducive to the attainment of the Company’s objects and to obtain from any such government or government departments or authorities any right, privilege, licence and concession necessary or desirable to obtain and to carry out, exercise, use or comply with any such arrangement, right or privilege or concession.

47.   Subject to the provisions of the Companies Act, 1956, to distribute any of the Company’s property amongst the Members of the Company.

48.   To provide for and furnish or secure to any Member or customer of the Company or to any subscriber to or purchasee or possessor of any publication of the Company or of any coupon or ticket, issued with any publication of the Company, any convenience, advantage, benefit or special privilege, which may seem expedient or necessary, either gratuitously or otherwise.

49.   To sell, improve, manage, develop, exchange, lease, give on licence, mortgage, dispose of, or transfer business, property and undertakings of the Company or any part thereof with or without any consideration which the Company may deem fit to accept for attaining the main objects of the Company.

50.   To provide for the welfare of employees or ex-employees of the Company or its predecessors in business and the spouse, widow or widower, father (including stepfather), mother (including stepmother), brother (including stepbrother), sister (including stepsister), son (including stepson), daughter (including stepdaughter), son’s widow, daughter’s widower, deceased son’s children, deceased daughter’s children or the dependents of such employees or ex-employees by building or contributing to the building of houses or dwellings or by grant of money, pensions, allowances, bonus or other payments or by building or contributing to the building of houses or dwelling or by creating and from time to time subscribing or contributing to provident funds and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and to subscribe to, contribute to or otherwise assist charitable, benevolent, national and/or other institutions or objects.

51.   To establish, hold or conduct competitions in respect of contribution or information suitable for insertion in any publications of the Company or otherwise for any of the purposes of the Company and to offer and grant prizes, rewards and premiums of such character and on such terms as may be expedient.

52.   To refer to or agree to refer any claim, demand, dispute or any other question by or against the Company or in which the Company is interested or concerned and whether between the Company and third parties, to arbitration and to observe and perform and do all acts, matters and things necessary to carry out or enforce the awards.

53.   To enter into partnership or into any arrangement for joint ventures in business for sharing profits, union of interest, lease, licence or otherwise, reciprocal concession or co-operate with any person, firm or company or to amalgamate with any person, firm or company carrying on or proposing to carry on any business.

54.   To form, promote, subsidise, organise, assist, maintain and conduct or aid in forming, promoting, subsidising, organising, assisting, maintaining research laboratories, experimental workshops or conducting studies, research, aiding tests and experiments on scientific, technical, economic, commercial or any other subject and undertake all types of technical, economic and financial investigations and aid or assist or enter into partnership with any institution, university, company, partnership firm or person or persons undertaking or conducting such research, study and provide, subsidise, endow, assist in laboratories, workshops, libraries, meetings, lectures and conferences and by providing for the remuneration of professors or teachers on any subject and by providing for the awards, exhibitions, scholarships, prizes and grants to students or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, tests and inventions of any kind.

55.   To establish and maintain branches and agencies at any place or places in India or other parts of the world for the conduct of the business of the Company or for the purposes of enabling the Company to carry on its business more efficiently and to exercise all or any of its corporate powers, rights and privileges and to conduct its business in all or any of its branch in the Union of India and in any or all states, territories, possessions, colonies and dependencies and to discontinue and reconstitute any such offices, branches or agencies.

56.   To enter into any contract or arrangement for more efficient conduct of the business of the Company or any part thereof and to subcontract any such contract or arrangement.

57.   To adopt such means of making known and advertising the business and products of the Company as may be expedient.

58.   To issue or allot fully or partly-paid shares in the capital of the Company in payment or part payment of any movable or immovable property purchased or otherwise acquired by the Company or any services rendered to the Company.

59.   To insure any of the property, undertaking, contract, risk or obligation of the Company in any manner whatsoever.

60.   To make donations either in cash or in kind for such objects or causes as may be directly or indirectly conducive to any of the Company’s objects or otherwise expedient.

60A5. To develop, improve, design, software and programme products of any and all descriptions in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.

60B5. To appoint trustees (whether individuals or corporations) to hold securities on behalf of and to protect the interests of the Company.

60C5. To promote, sponsor, organise, manage or undertake events, exhibitions, conferences, lectures, seminars, printing, publication or distribution of any books, report, literature, newspapers, publicity or other materials in connections with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.

5   Clauses 60A - 60C inserted under Clause 60 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.

616. To do all or any of the above things and all such other things as are incidental or as may be thought conducive to the attainment of the above objects or any of them in India or any other part of the world either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to do all such things as are incidental or conducive to the attainment of the above objects.

627. To open, establish, maintain and operate currency chests and small coin depots on such terms and conditions as may be required by the Reserve Bank of India established under the Reserve Bank of India Act, 1934 and enter into all administrative or other arrangements for undertaking such functions with the Reserve Bank of India.

63.   To do all such other things as are incidental or conducive to the promotion or advancements of the business of the Company.

And it is hereby declared that :

(i)   the word “company“, save when used in reference to this Company in these presents, shall be deemed to include any partnership or other body of persons, whether or not incorporated and whether domiciled in India or elsewhere;

(ii)   the several sub-clauses of this clause and all the powers thereof are to be cumulative and in no case is the generality of any one sub-clause to be narrowed or restricted by any particularity of any other sub-clause nor is any general expression in any sub-clause to be narrowed or restricted by any particularity of expression in the same sub-clause or by the application of any rule of construction ejusdem generies or otherwise;

(iii) the term “India“, when used in this clause unless repugnant to the context, shall include all territories, from time to time, comprised in the Union of India;

(iv) the Company shall have full power to exercise all or any of the powers conferred by these presents in India and/or any part of the world.

IV. The liability of the Members is limited.

V8. The authorised capital of the Company shall be Rs.1775,00,00,000 divided into 127,50,00,000 shares of Rs.10 each, 150,00,000 shares of Rs. 100 each and 350 shares of Rs.1 crore each with rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reclassify or alter the capital of the Company and to divide/consolidate the shares in the capital for the time being into several classes and face values and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association of the Company and the legislative provisions for the time being in force.

6 The following clause 61 has been replaced by the above, new clause 61 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.

61.  To do all or any of the object set out herein as are incidental or as may be thought conducive to the promotion or advancement of the business of the Company or attainment of the objects of the Company or any of them in India or elsewhere either as principal, agent, trustee, contractor, and either along or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to carry on business which may seem to the Company capable of being conveniently carried on or which is calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or right.

7 New Clause 62 inserted and the existing Clause 62 renumbered as 63 vide Resolution passed by the Members at their Seventh Annual General Meeting held on June 11, 2001.

8   At the time of incorporation, the Authorised Capital of the Company was Rs. 300,00,00,000 divided into 30,00,00,000 equity shares of Rs.10 each. Pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited, the Authorised Capital was increased to Rs. 22,50,00,00,000, divided into 1,90,00,00,000 shares of Rs.10 each and 350 shares of Rs. 1 crore each. Thereafter, pursuant to the Special Resolution passed at the Eighth Annual General Meeting of the Company held on September 16, 2002 and the approval of Reserve Bank of India vide letter dated January 16, 2003, the Authorised Share Capital was reduced to Rs. 1900,00,00,000 divided into 155,00,00,000 shares of Rs. 10 each and 350 shares of Rs. 1 crore each. Pursuant to the Ordinary Resolution passed by the Members on June 8, 2007 by way of postal ballot, the authorised share capital was altered to Rs.1775,00,00,000 divided into 127,50,00,000 shares of Rs.10 each, 150,00,000 shares of Rs.100 each and 350 shares of Rs.1 crore each. The Reserve Bank of India vide its letter dated June 5, 2007 accorded its approval to the alteration.

We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names :

Sr. No.	Name of the Subscriber and Signature	Address & Occupation of each Subscriber	No. of Shares taken by each Subscriber	Witness
1.	Narayanan Vaghul S/o. V. Narayanan Sd/- Chairman ICICI	1301, Radhika Off Sayani Road Prabhadevi Mumbai 400 025 Banker	100 (One Hundred)
2.	Parampally Vasudeva Maiya S/o. P. Ganapayya Maiya Sd/- Executive Director SCICI	Flat No. 172-B Jolly Maker Apartments I Cuffe Parade Mumbai 400 005 Bank Executive	100 (One Hundred)
3.	Lalita Dileep Gupte W/o. Dileep Gupte Sd/- Chief General Manager ICICI	153-C, Mhaskar Building Opp. Ruia Building Sir Balachander Road Matunga Mumbai 400 019 Company Executive	100 (One Hundred)
4.	Girish Sumanlal Mehta S/o. Sumanlal Mehta Sd/- Company Secretary ICICI	A-6, ICICI Apartments P. Balu Marg Prabhadevi Mumbai 400 025 Company Executive	100 (One Hundred)
5.	Shashikant Harilal Bhojani S/o. Harilal Bhojani Sd/- Corporate Legal Advisor ICICI	A-73, Ocean Gold Twin Tower Lane Prabhadevi Mumbai 400 025 Company Executive	100 (One Hundred)
6.	Sethumadhava Rao Ragothaman S/o. K. Sethumadhava Rao Sd/- Deputy General Manager ICICI	C-22, ICICI Apartments P. Balu Marg Prabhadevi Mumbai 400 025 Company Executive	100 (One Hundred)
7.	Kalpana Morparia W/o. Jaisingh Morparia Sd/- Assistant General Manager ICICI	A-13, Ocean Gold Twin Tower Lane Prabhadevi Mumbai 400 025 Company Officer	100 (One Hundred)
		Total number of shares taken:	700 (Seven Hundred Equity Shares)

Dated this 22nd day of December, 1993.

ARTICLES OF ASSOCIATION OF ICICI BANK LIMITED Special Adhesive Stamp Rs. 30,000/- 14.12.1993

TABLE A EXCLUDED

1.	The regulations contained in Table A in the Schedule I of the Companies Act, 1956, shall not apply to the Company except so far as the same are repeated, contained or expressly made applicable in these presents or by the Act.		Table A not to apply (except as expressly provided in these presents)
2.	(a)	The regulations for the management of the Company and for the observance by the Members thereof and their representatives shall, subject as aforesaid and to any exercise of the statutory powers of the Company in reference to the repeal or alteration of or addition to its regulations by Special Resolution, as prescribed or permitted by the Act, be such as are contained in these presents.	Company to be governed by these Articles
	(b)	The provisions of the Banking Regulation Act, 1949, shall have effect notwithstanding anything to the contrary contained in the Memorandum and Articles of Association of the Company.
		INTERPRETATION

3.	In these presents, unless there be something in the subject or context inconsistent therewith:	“Interpretation Clause”
	“The Act” or “the said Act” means “The Companies Act, 1956” and includes any statutory modification or re-enactment thereof for the time being in force.	“The Act “ or “the said Act”
	“Board” or “Board of Directors” means the Board of Directors of the Company.	“Board”, “Board of Directors”
	“Banking Act” means the Banking Regulation Act, 1949, and includes any statutory modification or re-enactment thereof for the time being in force.	“Banking Act”
	“The Company” means ICICI Bank Limited.	“The Company”
	“Director” or “Directors” means the Director or Directors of the Company.	“Directors”
	“Financial Year” means the period of twelve months of a calendar year for which accounts, Balance Sheet and Profit and Loss Account have to be prepared by the Company.	“Financial Year”
	1 (......) deleted
	“Members” means the duly registered holder, from time to time, of the shares of the Company and includes the subscribers to the Memorandum of Association but does not include a bearer of a share warrant.	“Members”
	“Month” means calendar month.	“Month”
	“The Office” means the Registered Office for the time being of the Company.	“The Office”
	“These presents” means these Articles of Association as originally framed or as altered and amended from time to time.	“These presents”
	“The Register” means the Register of Members kept by the Company pursuant to Section 150 (1) of the Act.	“The Register”

1   The following definition of the term “ICICI” has been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited. “ICICI” means The Industrial Credit and Investment Corporation of India Limited, a public company incorporated under the Indian Companies Act, 1913.

“The Registrar”			“Registrar” means the Registrar of Companies of the State in which the Office of the Company is for the time being situated.
“Regulatory Agencies”			“Regulatory Agencies” means any authority appointed under the Act or the Banking Act and includes the Central Government, Company Law Board, the Registrar or any other authority appointed under the Act and the Reserve Bank of India acting through any of its duly authorised officer under the Banking Act or any other authority authorised to exercise any power under any other law for the time being in force.
“Reserve Bank”			“Reserve Bank” means the Reserve Bank of India established under the Reserve Bank of India Act, 1934 (2 of 1934).
“The said Acts”			“The said Acts” means the Act and the Banking Act referred to collectively.
“The Seal”			“The Seal” means the Common Seal for the time being of the Company.
“In Writing” or “Written”			In “Writing” or “Written” shall include printing and lithography and any other mode or modes of representing or reproducing words in a visible form.
Singular number			Words importing the singular number include where the context admits or requires the plural number and vice versa.
Gender			Words importing the masculine gender only shall include the feminine gender.
Persons			Words importing persons shall include the Central or State governments, corporations,firms, individuals, trusts, societies, associations and other bodies, whether incorporated or not.
Expression in the Act to bear the same meaning in Articles			Subject as aforesaid any words or expressions defined in the Act except where it is repugnant to the subject or context hereof shall bear the same meaning in these presents.
Marginal notes			The marginal notes hereto shall not affect the construction or meaning hereof.
			PRELIMINARY
Copies of Memorandum and Articles of Association, etc. to be furnished	4.		Copies of the Memorandum and Articles of Association of the Company and every Agreement and every resolution (referred to in Section 192 of the Act) shall be furnished to every Member at his request within the period and on payment of such sum as may be prescribed by the Act.
			CAPITAL
Capital	5.	2(a)	The Authorised Capital of the Company is Rs.1775,00,00,000 divided into :

(i)	127,50,00,000 equity shares of Rs.10 each.
(ii)	150,00,000 shares of Rs. 100 each which shall be of such class and with rights, privileges, conditions or restrictions as may be determined by the company in accordance with these presents and subject to the legislative provisions for the time being in that behalf, and
(iii)	350 preference shares of Rs.1 crore each.

2      At the time of incorporation, the Authorised Capital of the Company was Rs.300,00,00,000 divided into 30,00,00,000 equity shares of Rs.10 each. Pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited, the Authorised Capital was increased to Rs. 2,250,00,00,000 divided into 190,00,00,000 equity shares of Rs. 10 each and 350 preference shares of Rs. 1 crore each. Pursuant to the Special Resolution passed at the Eighth Annual General Meeting of the Company held on September 16, 2002 and the approval of Reserve Bank of India vide letter dated January 16, 2003, the Authorised Share Capital was 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 and Article 5 (a) was amended at the said Annual General Meeting. Thereafter, pursuant to the Special Resolution passed at the Eleventh Annual General Meeting held on August 20, 2005, the Authorised Share Capital of Rs. 1900,00,00,000 was classified as 100,00,00,000 equity shares of Rs. 10/- each, 5,50,00,000 preference shares of Rs. 100 each and 350 preference shares of Rs. 1 crore each and Article 5 (a) was amended at the said Annual General Meeting. Pursuant to the Special Resolution passed by the Members on June 8, 2007 by way of postal ballot, the authorised share capital was altered to Rs.1775,00,00,000 divided into 127,50,00,000 equity shares of Rs.10 each, 150,00,000 shares of Rs.100 each and 350 preference shares of Rs.1 crore each. The Reserve Bank of India vide its letter dated June 5, 2007 accorded its approval to the alteration.

	(b)	The Company has power from time to time to increase or reduce its capital and to divide the shares in the capital for the time being into several classes and to attach thereto, respectively, such preferential, cumulative, convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with these presents and to vary, modify or abrogate any such right, privileges or conditions or restrictions in such manner as may for the time being be permitted by these presents or the legislative provisions for the time being in force in that behalf.		Power to increase or reduce capital
	(c)	Subject to the provisions of Section 80(1) of the Act, the Company shall have the power to issue preference shares which are, or at the option of the Company are to be, liable to be redeemed.		Power to issue Redeemable Preference Shares
		Provided that :
		(i)	no such shares shall be redeemed except out of profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;
		(ii)	no such shares shall be redeemed unless they are fully paid;
		(iii)	the premium, if any, payable on redemption must have been provided for out of the profits of the Company or the Company’s Share Premium Account before the shares are redeemed; and
		(iv)	where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called the “Capital Redemption Reserve Account”, a sum equal to the nominal amount of the shares redeemed and the provisions of the Act relating to the reduction of the share capital of the Company shall, apply as if the Capital Redemption Reserve Account were paid-up share capital of the Company.
		Subject to the rights of the holders of any other shares entitled by the terms of issue to preferential repayment over the equity shares in the event of winding up of the Company, the holders of the equity shares shall be entitled to be repaid the amounts of capital paid up or credited as paid up on such equity shares and all surplus assets thereafter shall belong to the holders of the equity shares in proportion to the amount paid up or credited as paid up on such equity shares respectively at the commencement of the winding up.
6	The Company shall cause to be kept a Register of Members, an Index of Members, a Register and Index of Debenture-holders in accordance with Sections 150, 151 and 152 of the Act.			Register of Members and Debenture holders
7	The Directors shall, subject to the provisions of Section 154 of the Act, have power to close the Register of Members or Debenture-holders of the Company.			Closure of Register of Members, etc.
8	The Company may exercise the powers conferred on it by Section 157 of the Act with regard to the keeping of a foreign register and the Board may, subject to the provisions of Section 158 of the Act, make and vary such regulations as it may think fit in respect of the keeping of any such Register.			Foreign Register

Inspection ofRegister of Members,Debenture-holders,etc.	9.	(a)	The Register of Members, the Index of Members, the Register and Index ofDebenture-holders and copies of all Annual Returns prepared under Section159 of the Act together with the copies of certificates and documents requiredto be annexed thereto under Section 161 of the Act shall, except when theRegister of Members or Debenture-holders is closed under the provisions ofthe Act or these presents, be kept open to inspection at the Office on anyworking day between 11.00 a.m. and 1.00 p.m. or such other time as the Boardmay determine, from time to time, of any Member or Debenture-holder gratisand to inspection of any other person on payment of such sum as may beprescribed by the Act.
Extracts or Copy ofRegister, etc.		(b)	Any such Member, Debenture-holder or other person may make extractstherefrom without fee or additional fee as the case may be or require a copy ofany Register, Index or copy or of any part thereof on payment of such sum asmay be prescribed by the Act. The Directors may at their discretion reduce orwaive the sum payable for each inspection or extract.
The Company to sendcopy of Register, etc.		(c)	The Company shall send to any Member, Debenture-holder or other persons,on request, a copy of the Register of Members, the Index of Members, theRegister and Index of Debenture-holders or any part thereof required underthe Act, on payment of such sum as may be prescribed by the Act. The copyshall be sent within the period prescribed by the Act.
Nature and numbering of shares	10.	In accordance with the provisions of the Act :
		(a)	The shares, 3debentures or other interest of any Member in the Company shallbe movable property, transferable in the manner provided hereunder.
		(b)	Each share in the Company shall be distinguished by its appropriate number.
		(c)	A certificate under the Common Seal of the Company specifying any sharesheld by any Member shall be prima facie evidence of the title of the Member tosuch shares.
Shares to be numberedprogressively andno share to besubdivided			The shares in the capital of the Company shall be numbered progressivelyaccording to their several denominations and except in the manner mentionedin these presents, no share shall be subdivided.
Restriction onallotment	11.	The Directors shall observe the restrictions as to allotment contained in Sections 69and 70 of the Act.
Shares at the disposalof the Directors	12.	Subject to the provisions of the Act and these presents, the shares in the capital ofthe Company for the time being (including any shares forming part of any increasedcapital of the Company) shall be under the control of the Directors who may issue,allot or otherwise dispose of the same or any of them to such persons in suchproportion and on such terms and conditions and either at a premium or at par or at adiscount (subject to compliance with the provisions of Section 79 of the Act andsubject to the provisions of the Banking Act) and at such times as they may from timeto time think fit and proper.

3 The word “debentures” has been inserted after the word “Shares” and before the words “or other interest ......” in Article 10(a) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

14

13.	Subject to the provisions of the Act and these presents, the Directors may allot andissue shares in the capital of the Company as payment or part payment for anyproperty sold or goods transferred or machinery supplied or for services rendered tothe Company and any shares which may be so allotted may be issued as fully paid-up or partly paid-up shares and if so issued shall be deemed to be fully paid-upshares or partly paid-up shares.	Directors may allotshares as fully paid-upor partly paid-up
14.	Any unclassified shares (whether forming part of the original capital or of anyincreased capital of the Company) may, subject to the provisions of the Act andthese presents, be issued and in particular such shares may be issued with apreferential or qualified right as to dividends and in the distribution of the assets ofthe Company.	Unclassified shares
15.	In addition to and without derogating from the powers for this purpose conferred onthe Directors under Article 12, the Company in General Meeting may, subject to theprovisions of Section 81 of the Act, determine that any shares (whether forming partof the original capital or of any increased capital of the Company) shall be offered tosuch persons (whether Members or holders of debentures of the Company or not)in such proportion and on such terms and conditions and either at a premium or atpar or at a discount (subject to compliance with the provisions of Section 79 of theAct and subject to the provisions of the Banking Act), as such General Meeting maydetermine and with full power to give to any person (whether a Member or holder ofdebentures of the Company or not) the option to call for or be allotted shares of anyclass of the Company either at par or at a premium or subject as aforesaid at discount,such option being exercisable at such time and for such consideration as may bedirected by such General Meeting or the Company in General Meeting may, subjectto the provisions of Section 81 of the Act, make any other provisions whatsoever forthe issue, allotment or disposal of any shares.	Issue of shares byGeneral Meeting
16.	Any application signed by or on behalf of an applicant for shares in the Company,followed by an allotment of any share therein, shall be an acceptance of shareswithin the meaning of these presents and every person who thus or otherwiseaccepts any share(s) and whose name is entered in the Register of Members shall,for the purpose these presents, be a Member.	Acceptance of shares
17.	The money (if any) which the Directors shall, on the allotment of any share(s) beingmade by them, require or direct to be paid by way of deposit, call or otherwise, inrespect of any share(s) allotted by them, shall immediately on the insertion of thename of the allottee in the Register of Members as the name of the holder of suchshares, become a debt due to and recoverable by the Company from the allotteethereof and shall be paid by him accordingly.	Deposit and calls,etc. to be debtpayable immediately

18. The Company may issue at a discount shares in the Company of a class alreadyissued if the following conditions are fulfilled, viz : Issue of shares at adiscount

(a)	the issue of the shares at a discount is authorised by a resolution passed by theCompany in General Meeting and sanctioned by the Company Law Board;
(b)	the resolution specifies the maximum rate of discount at which the shares areto be issued;
(c)	not less than one year has at the date of the issue elapsed since the date onwhich the Company was entitled to commence business; and
(d)	the shares to be issued at a discount are issued within two months after thedate on which issue is sanctioned by the Company Law Board or within suchextended time as the Company Law Board may allow.

15

Instalments on shares	19.	If, by the conditions of allotment of any shares, the whole or part of the amount orissue price thereof shall be payable by instalments, every such instalment shall,when due, be paid up to the Company by the person who for the time being and fromtime to time shall be the registered holder of the share or his legal representative.
Calls on shares of thesame class to be onuniform basis	20.	Where any calls for further share capital are made on shares, such calls shall be madeon a uniform basis on all shares falling under the same class. For the purposes of thisArticle, shares of the same nominal value on which different amounts have been paidup shall not be deemed to fall under the same class.
Company not boundto recognise anyinterest in sharesother than that of theregistered holders	21.	Save as herein otherwise provided, the Company shall be entitled to treat the personwhose name appears on the Register of Members as the holder of any share as theabsolute owner thereof and, accordingly, shall not (except as ordered by a court ofcompetent jurisdiction or as by law required) be bound to recognise any benami trustor equity or equitable, contingent or other claim to or interest in such share on the partof any other person whether or not it shall have express or implied notice thereof.
Company’s funds maynot be employed/lentfor acquiring sharesof the Company.	22.	Except to the extent allowed by Section 77 of the Act, no part of the funds of theCompany shall be employed/lent for acquiring the shares of the Company.
	UNDERWRITING COMMISSION
Commission forsubscribing to shares	23.	The Company may at any time pay a commission to any person for subscribing oragreeing to subscribe (whether absolutely or conditionally) for any shares, debenturesor other securities of the Company or procuring or agreeing to procure subscriptions(whether absolute or conditional) for any shares, debentures or other securities of theCompany but so that if the commission in respect of the shares, debentures or othersecurities shall be paid or payable out of the capital, the statutory conditions andrequirements shall be observed and complied with and the amount or rate ofcommission shall not exceed the rates prescribed by the Act and the Banking Act.The commission may be paid or satisfied in cash or in shares, debentures or othersecurities of the Company or partly in one and partly in the other. The Company mayalso, on any issue of shares, debentures or other securities pay such brokerage asmay be lawful.
	CERTIFICATES
Issue of certificates	24.	(a)	The certificates of shares shall be issued in accordance with the provisions ofthe Companies (Issue of Share Certificates) Rules, 1960.
Delivery of sharecertificates		(b)	Unless prohibited by any provision of law or of any order of any court, tribunal orother authority, the Company shall, within three months or such extended periodas may be permitted pursuant to the provisions of the Act after the allotment ofany of its shares, debentures, debenture stock and within two months after theapplication for the registration of the transfer of any such shares, debentures,debentures stock, deliver the certificates of all shares, debentures, debenturestock allotted or transferred.
Issue of new certificatein place of one defaced,lost or destroyed.	25.	(a)	A certificate may be renewed or a duplicate of a certificate may be issued if suchcertificate :

(i)	is proved to have been lost or destroyed; or
(ii)	having been defaced or mutilated or torn, is surrendered to the Company;or
(iii)	has no further space on the back thereof for endorsement of transfer.

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	(b)	The manner of issue or renewal of a certificate or issue of a duplicate thereof,the form of a certificate (original or renewed) or of a duplicate thereof, theparticulars to be entered in the Register of Members or in the Register ofrenewed or duplicate certificates, the form of such Registers, the fee on paymentof which, the terms and conditions, if any, including terms and conditions as toevidence and indemnity and the payment of out-of-pocket expenses incurredby the Company in investigating evidence, on which a certificate may berenewed or a duplicate thereof may be issued, shall be such as prescribed bythe Companies (Issue of Share Certificates) Rules, 1960, or any other Rules insubstitution or modification thereof.		Manner of issue,renewal, etc., ofcertificate
26.	(a)	If and whenever, as a result of issue of new shares, the consolidation orsubdivision of shares, any Member becomes entitled to any fractional part of ashare, the Directors may subject to the provisions of the Act and these presentsand to the directions, if any, of the Company in General Meeting :		Fractional certificates
		(i)	issue to such Member fractional certificate or certificates representingsuch fractional part. Such fractional certificate or certificates shall not beregistered, nor shall they bear any dividend until exchanged with otherfractional certificates for an entire share. The Directors may, however, fixthe time within which such fractional certificates are to be exchanged foran entire share and may extend such time and if at the expiry of such time,any fractional certificates shall be deemed to be cancelled and the Directorsshall sell the shares represented by such cancelled fractional certificatesfor the best price reasonably obtainable; or
		(ii)	to sell the shares represented by all such fractional parts for the best pricereasonably obtainable.
	(b)	In the event of any shares being sold, in pursuance of sub-article (a) (ii) above,the Directors shall pay and distribute to and amongst the persons entitled, indue proportion the net sale proceeds thereof.
	(c)	For the purpose of giving effect to any such sale, the Directors may authoriseany person to transfer the shares sold to the purchaser thereof, comprised inany such transfer and he shall not be bound to see to the application of purchasemoney nor shall his title to the shares be affected by any irregularity or invalidityin the proceedings in reference to the same.
CALLS
27.	The Directors may from time to time make such calls as they think fit upon theMembers in respect of all moneys unpaid on the shares held by them, respectively,and not by the conditions of allotment thereof made payable at fixed times and eachMember shall pay the amount of every call so made on him to the person and at thetimes and places appointed by the Directors. A call may be made payable byinstalments.			Calls
28.	A call shall be deemed to have been made at the time when the resolution of theDirectors authorising such call was passed and may be made payable by Memberson such date or at the discretion of the Directors on such subsequent date as shall befixed by the Directors.			Call to date fromresolution

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Notice of call	29.	Not less than 14 days’ notice of every call shall be given, specifying the time andplace of payment, provided that before the time for payment of such call, the Directorsmay by notice in writing to the Members revoke or postpone the same.
Directors may extendtime	30.	The Directors may from time to time, at their discretion, extend the time fixed for thepayment of any call by such Member(s) for such cause as the Directors may deem fit,but no Member(s) shall be entitled to such extension save as a matter of grace andfavour.
Amount payable atfixed time or byinstalments as calls	31.	If by the terms of issue of any share or otherwise any amount is made payable at anyfixed time or by instalments at fixed times, whether on account of the amount of theshare or by way of premium, every such amount or instalment shall be payable as ifit were a call duly made by the Directors and of which due notice has been given andall the provisions herein contained in respect of calls shall relate to such amount orinstalment accordingly.
When interest on callor instalment payable	32.	If the sum payable in respect of any call or instalment be not paid on or before the dayappointed for payment thereof, the holder for the time being or the allottee of theshare in respect of which a call shall have been made or the instalment shall be due,shall pay interest on the same at such rate as the Directors shall fix from time to timefrom the day appointed for the payment thereof to the date of actual payment, but theDirectors may, in their absolute discretion, waive payment of such interest wholly orin part.
Partial payment not topreclude forfeiture	33.	Neither a judgement nor a decree in favour of the Company for calls or other moneysdue in respect of any shares nor any part payment or satisfaction thereunder nor thereceipt by the Company of a portion of any money which shall from time to time bedue from any Member in respect of any shares either by way of principal or interestnor any indulgence granted by the Company in respect of payment of any moneyshall preclude the forfeiture of such shares as herein provided.
Payment in advanceof calls may carryinterest	34.	The Directors may, if they think fit, receive from any Member willing to advance thesame, all or any part of the moneys due upon the shares held by him beyond thesums actually called up, and upon the moneys so paid in advance or so much thereofas from time to time exceeds the amount of the calls then made upon the shares inrespect of which such advance has been made the Company may pay interest atsuch rate as the Member paying such sum in advance and the Directors agree uponand the Directors may at any time repay the amount so advanced upon giving to suchMember one monthís notice in writing.
Members not entitledto privileges ofmembership until allcalls are paid	35.	No Member shall be entitled to receive any dividend or to exercise any privilege as aMember until he shall have paid all calls for the time being due and payable on everyshare held by him whether alone or jointly with any person, together with interestand expenses, if any.
Evidence in action byCompany againstshareholders	36.	On the trial or hearing of any action or suit brought by the Company against anyMember or his legal representatives for the recovery of any moneys claimed to bedue to the Company in respect of his shares, it shall be sufficient to prove that thename of the Member, in respect of whose shares the moneys are sought to berecovered, is entered in the Register of Members as a Member/one of the Membersat or any subsequent date on which the moneys sought to be recovered are allegedto have become due on the shares and that the resolution making the call is dulyrecorded in the Minute book and the notice of such call was duly given to the Member,

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	holder or joint-holder or his legal representatives sued in pursuance of thesepresents. It shall not necessary to prove the appointment of Directors who madesuch call, nor that the quorum of Directors was present at the Board at which anysuch call was made nor that the Meeting at which any such call was made had beenduly convened or constituted nor any other matter whatsoever but the proof of thematters aforesaid shall be conclusive evidence of the debt.
FORFEITURE, SURRENDER AND LIEN
37	If any Member fails to pay the whole or any part of any call or instalment or anymoney due in respect of any share(s) either by way of principal or interest on orbefore the day appointed for the payment of the same, the Directors may at anytime thereafter during such time as the call or instalment or any part thereof or othermoneys remain unpaid or a judgement or decree in respect thereof remainsunsatisfied in whole or in part serve a notice on such Member or on the person (ifany) entitled to the share(s) by transmission requiring him to pay such call orinstalment or such part thereof or other moneys as remain unpaid together with anyinterest that may have accrued and all expenses (legal or otherwise) that may havebeen incurred by the Company by reason of such non-payment.	If call or instalment notpaid, notice must begiven
38	The notice shall name a day not being less than 14 days from the date of the noticeand the place or places on and at which such call or instalment or such part or othermoneys as aforesaid and such interest and expenses as aforesaid are to be paid. Thenotice shall also state that in the event of non-payment at or before the time and atthe place appointed the share(s) in respect of which the call was made or instalmentsis payable will be liable to be forfeited.	Form of notice
39	If the requisition of any such notice as aforesaid is not complied with any of theshare(s) in respect of which such notice has been given may, at any time thereafterbefore payment of all calls or instalments, interest and expenses or the money duein respect thereof, be forfeited by a resolution of the Directors to that effect. Suchforfeiture shall include all dividends declared in respect of the forfeited share(s) andnot actually paid before the forfeiture.	In default of payment,shares may beforfeited
40	When any share(s) shall have been so forfeited an entry of the forfeiture with thedate thereof shall be made in the Register of Members.	Entry of forfeiture onRegister of Members
41	Any share(s) so forfeited shall be deemed to be the property of the Company andmay be sold, re-allotted or otherwise disposed of either to the original holder thereofor to any other person upon such terms and in such manner as the Directors shallthink fit.	Forfeited shares to beproperty of theCompany and maybe sold, etc.
42	The Directors may at any time before any share(s) so forfeited shall have been sold,re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditionsas they think fit.	Power to annulforfeiture
43	The forfeiture of share(s) shall involve the extinction at the time of the forfeiture, ofall interest in and all claims and demand against the Company in respect of theshare(s) and all other rights incidental to the share(s), except only such of thoserights as by these presents are expressly saved.	Effect of forfeiture
44	Any Member whose share(s) has/have been forfeited shall, notwithstanding theforfeiture, be liable to pay and shall forthwith pay to the Company all calls, instalments,interest, expenses and other moneys owing upon or in respect of such shares at thetime of the forfeiture together with further interest thereon from the time of the	Shareholders liableto paymoney andinterest owing at thetime of forfeiture

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		forfeiture until payment at such rate as the Directors may determine and the Directorsmay enforce the payment of the whole or a portion thereof if they think fit but shallnot be under any obligation to do so.
Certificate of forfeiture	45.	A certificate in writing under the hand of any Director or the Secretary or such otherperson as may be authorised from time to time that the call in respect of share(s) wasmade and that the forfeiture of share(s) was made, by a resolution of the Directors tothat effect, shall be conclusive evidence of the fact stated therein as against all personsentitled to such share.
Title of purchaserand allottee offorfeited share	46.	The Company may receive consideration, if any, given for the share(s) on any sale, re-allotment or other disposition thereof and the person to whom such share(s) is sold,re-allotted or disposed of may be registered as the holder of the share(s) and shall notbe bound to see to the application of the consideration, if any, nor shall his title to theshare(s) be affected by any irregularity or invalidity in the proceedings in reference tothe forfeiture, sale, re-allotment or other disposal of the share(s).
Cancellation of sharecertificates in respectof forfeited shares	47.	Upon sale, re-allotment or other disposal under the provisions of these presents, thecertificate or certificates originally issued in respect of the relative share(s) shall(unless the same shall on demand by the Company have been previously surrenderedto it by the defaulting Member) stand cancelled automatically and become null andvoid and of no effect and the Directors shall be entitled to issue a new certificate orcertificates in respect of such share(s) to the person(s) entitled thereto.
Application offorfeiture provisions	48.	The provisions of these Articles as to the forfeiture shall apply in the case ofnonpayment of any sum which by terms of issue of share(s) become payable at afixed time, as if the same had been payable by virtue of a call duly made or notified.
Company’s lien onshares	49.	The Company shall have no lien on its fully-paid shares. In the case of partly paidupshares, the Company shall have a first and paramount lien on every share for allmoneys that remain unpaid together with any interest that may have accrued and allexpenses (legal or otherwise) that may have been incurred by the Company byreason of non-payment of calls. Any such lien shall extend to all dividends from timeto time declared in respect of such shares. Unless otherwise agreed, the registrationof a transfer of shares shall operate as a waiver of the Company’s lien, if any, on suchshares.
As to enforcing lienby sale	50.	For the purpose of enforcing such lien, the Directors may sell the shares subjectthereto in such manner as they think fit, but no sale shall be made unless some sumin respect of which the lien exists is presently payable nor until notice in writing of theintention to sell shall have been served on such Member or the person (if any)entitled by transmission to the shares and default shall have been made by him inpayment of the sum presently payable for 14 days after such notice.
Application ofproceeds of sale	51.	The net proceeds of any such sale after payment of the costs of such sale shall beapplied in or towards the satisfaction of the debt or liability in respect whereof the lienexists so far as the same is presently payable and the residue (if any) paid to theMember or the person (if any) entitled by transmission to the shares so sold. Providedthat the amount so paid to such Member or person shall not exceed the amountreceived by the Company from such Member or person towards such shares.
Surrender of shares	52.	The Directors may, subject to the provisions of the Act, accept a surrender of anyshare(s) from or any Member desirous of surrendering on such terms as they think fit.

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TRANSFER AND TRANSMISSION OF SHARES
53.	The Company shall keep a book to be called the ‘Register of Transfers’ and thereinshall fairly and distinctly enter the particulars of every transfer or transmission of anyshare.	Register of transfers
54.	The Company shall not register a transfer of shares in, or debentures of, the Company,unless in accordance with the provisions of Section 108 of the Act, a properinstrument of transfer duly stamped and executed by or on behalf of the transferorand by or on behalf of the transferee and specifying the name, address and occupation,if any, of the transferee has been delivered to the Company along with the certificaterelating to the shares or debentures, or if no such certificate is in existence, alongwith the letter of allotment of the shares or debentures.	Transfer not to beregistered except onproduction ofinstrument of transfer
	Provided that where on an application in writing made to the Company by thetransferee and bearing the stamp required for an instrument of transfer, it is provedto the satisfaction of the Directors that the instrument of transfer signed by or onbehalf of the transferor and by or on behalf of the transferee has been lost, theCompany may register the transfer on such terms as to indemnity as the Board maythink fit.
	Provided further that nothing in this Article shall prejudice any power of the Companyto register as shareholder or debenture-holder any person to whom the right to anyshares in, or debentures of, the Company has been transmitted by operation of law.
55.	A transfer of the shares or other interest in the Company of a deceased Memberthereof made by his legal representative shall, although the legal representative isnot himself a Member, be as valid as if he had been a Member at the time of theexecution of the instrument of transfer.	Transfer by legalrepresentative

56.	(a)	An application for the registration of a transfer of any share(s), debenture(s) orany other securities or other interest of a Member in the Company may bemade either by the transferor or by the transferee.	Application fortransfer
	(b)	Where the application is made by the transferor and relates to partly paidshares, the transfer shall not be registered, unless the Company gives noticeof the application to the transferee and the transferee makes no objection tothe transfer within two weeks from the receipt of the notice.
	(c)	For the purpose of sub-article (b) above, notice to the transferee shall be deemedto have been duly given if it is despatched by prepaid registered post to thetransferee at the address given in the instrument of transfer and shall be deemedto have been duly delivered at the time at which it would have been deliveredin the ordinary course of post.

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4(a), 4 (d) Acquisition of shares or voting rights therein, by a person directly or indirectly,by himself or acting in concert with any other person which taken togetherwith shares and voting rights, if any, held by him or his relative or associateenterprise or person acting in concert with him, makes the applicant to holdfive per cent or more of the paid-up share capital of the Bank or entitles himto exercise five per cent or more of the voting rights in the Bank, should beeffected by such person(s) after obtaining prior approval of Reserve Bank ofIndia.For the purpose of this clause-

(a) Associate enterprise means a company whether incorporated or notwhich

(i)	is a holding company or a subsidiary company of the applicant or
(ii)	is a joint venture of the applicant or
(iii)	controls the composition of the Board of Directors or other bodygoverning the applicant or
(iv)	exercises in the opinion of the Reserve Bank of India significantinfluence on the applicant in taking financial or policy decisions or
(v)	is able to obtain economic benefits from the activities of theapplicant;

(b)	Relative shall mean relative as defined in the Companies Act, 2013 asamended from time to time.
(c)	Persons shall be deemed to be acting in concert who for a commonobjective or purpose of acquisition of shares or voting rights in excess ofthe percentage mentioned in Section 12(b) of the Banking RegulationAct pursuant to an agreement or understanding (formal or informal)directly or indirectly co-operate by acquiring or agreeing to acquireshares or voting rights in the banking company.
(d)	Joint venture means a legal entity in the nature of a partnershipengaged in the joint undertaking of a particular transaction for mutualprofit or an association of persons or companies jointly undertakingsome commercial enterprise wherein all contribute assets and sharerisks.

4 Sub-Article No. 56(d) inserted under Article No. 56 pursuant to the Special Resolution passed by the Members at their Seventh Annual General Meeting held on June 11, 2001. The following Sub-Article No. 56(d) replaced by new Sub-Article No. 56(d) vide Special Resolution passed by the Members at their Thirteenth Annual General Meeting held on July 21, 2007. Acquisition of shares by a person/group which would take in the aggregate his/her/its holding to a level of 5 per cent or more of the total issued capital of the Bank (or such other percentage as may be presribed by the Reserve Bank of India from time to time) should be effected by such buyer(s) after obtaining prior approval of the Reserve Bank of India. The term (group) will have the same meaning as contained in Section 2(e) of the Monopolies and Restrictive Trade Practices Act, 1969.

4(a) The following Sub-Article No. 56(d) further replaced by new Sub-Article No. 56(d) vide Special Resolution passed by the Members at their Twentieth Annual General Meeting held on June 30, 2014 Acquisition of shares by a person/group which could take in the aggregate his/ her/its holding to a level of 5 per cent or more of the total paid-up capital of the Bank (or such other percentage as may be presribed by Reserve Bank of India from time to time) should be effected by such buyer(s) after obtaining prior approval of Reserve Bank of India.

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Company’s power torefuse transfer	57.	Nothing in these presents shall prejudice the powers of the Company to refuse toregister the transfer of any shares.
Transferor liable untilthe transferee enteredon register	58.	The transferor shall be deemed to remain the holder of such shares until the name ofthe transferee is entered in the Register of Members in respect thereof.

Directors may refuseto register transfer	59.	(a)	Notwithstanding anything contained in Articles 54, 55 and 56 but subject tothe provisions of Section 111 of the Act and subject to the provisions of theSecurities Contracts (Regulation) Act, 1956 and the Rules and Regulationsmade thereunder and other applicable laws and the Banking Act, the Directorsmay, at their absolute and uncontrolled discretion, decline to register oracknowledge any transfer of shares and by giving reasons for such refusal andin particular may so decline in respect of the shares upon which the Companyhas a lien or whilst any moneys in respect of the shares desired to be transferredor any of them remain unpaid and such refusal shall not be affected by the factthat the proposed transferee is already a Member. Provided that registration ofany transfer shall not be refused on the ground of the transferor being eitheralone or jointly with any other person or persons indebted to the Company onany account whatsoever.
		(b)	Without prejudice to the foregoing provisions and without limiting in anymanner the generality of the above provisions, the Directors of the Companymay, at their absolute and uncontrolled discretion, refuse to register the transferof any shares or other securities of the Company being shares or securitiesissued by the Company in favour of any transferee whether individual, firm,group, constituent of a group, Body Corporate or Bodies Corporate under thesame management or otherwise and whether in his or its own name or in thename of any other person if the total nominal value of the shares or othersecurities intended to be so transferred exceeds, or together with the totalnominal value of any shares or others securities already held in the Companyby such individual, firm, group, constituent of a group, Body Corporate orBodies Corporate under the same management or otherwise will exceed oneper cent of the paid-up equity share capital of the Company or, if the Directorsare satisfied that as a result of the proposed transfer of any shares or securitiesor block of shares or securities of the Company, a change in the composition ofthe Board of Directors or change in the controlling interest of the Company islikely to take place and that such change would be prejudicial to the interest ofthe Company or to the public interest. For the purpose of this Article, theDirectors of the Company shall be entitled, inter alia, to rely upon this Article toform its own opinion as to whether such registration of transfer of any of itsshares or other securities exceeding one per cent of the paid-up equity sharecapital of the Company should be refused or not.
		(c)	Notwithstanding anything to the contrary, the restrictive provisions containedin the preceding sub-article (b) shall not apply to the transfer of any shares orother securities made to and representing the own investment of any of thefollowing :

(i)	public financial institutions within the meaning of Section 4A of the Act;
(ii)	public sector banks;
(iii)	multilateral agencies, foreign banks and institutions; and
(iv)	public sector mutual funds being mutual funds sponsored, promoted ormanaged by a public financial institution or a public sector bank.

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60.	If the Company refuses to register the transfer of any shares, it shall, within twomonths from the date on which the instrument of transfer is delivered to theCompany, send to the transferee and the transferor notice of the refusal.	Notice of refusal totransferee andtransferor
61.	Subject to the provisions of the Act, no transfer shall be made to a person who is ofunsound mind. The Directors may at their absolute discretion approve a minor,becoming a Member of the Company on such terms as the Directors may stipulate.	Transfer to minor, etc.
62.	The instrument of transfer shall, after registration, be retained by the Company andshall remain in its custody. All the instruments of transfer which the Directors maydecline to register shall on demand be returned to the persons depositing the same.The Directors may cause to be destroyed all transfer deeds lying with the Companyafter such period as may be prescribed.	Custody of transferdeeds
63.	The executors or administrators of a deceased Member or a holder of a SuccessionCertificate or other legal representative in respect of shares of a deceased Memberwhere he was a sole or only surviving holder shall be the only person whom theCompany will be bound to recognise as having any title to the shares registered inthe name of such Member and the Company shall not be bound to recognise suchexecutors, administrators or holder unless such executors or administrators shallhave first obtained probate or Letters of Administration or such holder is the holderof a Succession Certificate or other legal representation as the case may be, from acourt of competent jurisdiction.	Title to share ofdeceased holder
	Provided that in any case where the Directors, at their absolute discretion, think fit,the Directors may dispense with production of probate or Letters of Administrationor Succession Certificate or other legal representation and under Article 64 registerthe name of any person who claims to be absolutely entitled to the share standing inthe name of a deceased Member as a Member.
64.	Any person becoming entitled to any share in consequence of the death, lunacy,bankruptcy or insolvency of any Member or by any lawful means other than by atransfer in accordance with these presents, may, with the consent of the Directors(which they shall not be under any obligation to give) upon producing such evidencethat he sustains the character in respect of which he proposes to act under thisArticle or of his title as the Directors shall require, either be registered as a Memberin respect of such shares or may subject to the regulations as to transfer containedin these presents transfer such shares to some other person. This Article is in thesepresents referred to as the “Transmission Clause”.	Registration ofpersonentitled to sharesotherwise than bytransfer(Transmission Clause)
65.	The Directors shall have the same right to refuse to register a person entitled bytransmission to any shares or his nominee as if he were the transferee named in anordinary transfer presented for registration.	Refusal to registernominee
66.	Every transmission of a share shall be verified in such manner as the Directors mayrequire and the Company may refuse to register any transmission until the same beso verified or until or unless an indemnity be given to the Company with regard tosuch registration which the Directors, at their discretion, shall consider sufficient,provided nevertheless that there shall not be any obligation on the Company or theDirectors to accept any indemnity.	Board may requireevidence oftransmission
67.	A fee not exceeding the prescribed amount may be charged in respect of the transferor transmission to the same party of any number of shares of any class or denomination	Fee on transfer ortransmission

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		subject to such maximum on any one transfer or transmission as may from time totime be fixed by the Directors. Such maximum may be a single fee payable on anyone transfer or on transmission of any number of shares of one class or denomination ormay be on a graduated scale varying with the number of shares of any one classcomprised in one transfer or transmission or may be fixed in any other manner as theDirectors may, at their discretion, determine. The Directors in their absolute discretionmay reduce or waive any fee payable.
The Company notliable for disregardof a noticeprohibitingregistration oftransfer	68.	The Company shall incur no liability or responsibility whatever in consequence oftheir registering or giving effect to any transfer of shares made or purporting to bemade by the apparent legal owner thereof (as shown or appearing in the Register ofMembers) to the prejudice of persons having or claiming any equitable right, title orinterest to or in the same shares notwithstanding that the Company may have hadnotice of such equitable right, title or interest or notice prohibiting registration of suchtransfer, and may have entered such notice or referred thereto in any book of theCompany and the Company shall not be bound or required to regard or attend or giveeffect to any notice which may be given to them of any equitable right, title or interestor be under any liability whatsoever for refusing or neglecting to do so though it mayhave been entered or referred to in some book of the Company but the Companyshall nevertheless be at liberty to regard and attend to any such notice and give effectthereto, if the Directors shall so think fit.
	CONVERSION OF SHARES INTO STOCK
Conversion of shares	69.	The Company may, by Ordinary Resolution :
into stock and		(a)	convert any paid-up shares into stock; and
reconversion		(b)	reconvert any stock into paid-up shares of any denomination.
Transfer of stock	70.	The holders of stock may transfer the same or any part thereof in the same manner as,and subject to the same regulations under which, the shares from which the stockarose might, before the conversion, have been transferred, or as near thereto ascircumstances admit.
		Provided that the Board may from time to time fix the minimum amount of stocktransferable, so, however, that such minimum shall not exceed the nominal amountof the shares from which the stock arose.
Rights of stockholders	71.	The holders of stock shall, according to the amount of stock held by them, have thesame rights, privileges and advantages as regards dividends, voting at meetings ofthe Company and other matters, as if they held the shares from which the stockarose; but no such privilege or advantage (except participation in the dividends andprofits of the Company and in the assets on winding up) shall be conferred by anamount of stock which would not, if existing in shares, have conferred that privilegeor advantage.
Share regulations toapply	72.	Such of the regulations of the Company (other than those relating to share warrants)as are applicable to paid-up shares shall apply to stock and the words, “share” and“shareholder” in those regulations shall include “stock” and “stockholder” respectively.
	INCREASE, REDUCTION AND ALTERATION OF CAPITAL
Increase of capital	73.	The Company may from time to time increase its share capital by issuing new shares,subject to the provisions of the Banking Regulation Act, 1949.

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74.	The new shares (except such of them as shall be unclassified shares subject to theprovisions of Article 14) shall, subject to the provision of the Act and these presents,be issued upon such terms and conditions and with such rights and privilegesannexed and in particular such shares may be issued with a preferential or qualifiedright to dividends and in distribution of the assets of the Company. Any preferenceshare so issued shall be redeemable within such period as may be prescribed.	On what conditionsnew shares may beissued
75.	The new shares (resulting from an increase of capital as aforesaid) may, subject tothe provision of the Act and these presents, be issued or disposed of by the Companyin General Meeting or by the Directors under their powers in accordance with theprovisions of Articles 12, 13, 14, 15 and the following provisions:	Further issue of capital

(a)	(i)	such new shares shall be offered to the persons who, at the date of theoffer, are holders of the equity shares of the Company in proportion, asnearly as circumstances admit, to the capital paid up on those shares atthat date;
	(ii)	the offer aforesaid shall be made by notice specifying the number ofshares offered and limiting a time not being less than 15 days from thedate of the offer within which the offer, if not accepted, will be deemedto have been declined;
	(iii)	the offer aforesaid shall be deemed to include a right exercisable by thepersons concerned to renounce the shares offered to him or any ofthem in favour of any other person and the notice referred to in clause(ii) above shall contain a statement of this right; and
	(iv)	after the expiry of the time specified in the notice aforesaid, or on receiptof earlier intimation from the person to whom such notice is given thathe declines to accept the shares offered, the Board of Directors maydispose them of in such manner as they think most beneficial to theCompany.
(b)	Nothing in clause (iii) of sub-article (a) above shall be deemed;
	(i)	to extend the time within which the offer should be accepted; or
	(ii)	to authorise any person to exercise the right of renunciation for a secondtime on the ground that the person in whose favour the renunciationwas first made has declined to take the shares comprised in therenunciation.
(c)	Nothing in Article 75 of these presents shall apply to the increase of thesubscribed capital of the Company caused by the exercise of an optionattached to the debentures issued or loans raised by the Company:
	(i)	to convert such debentures or loans into shares in the Company; or
	(ii)	to subscribe to shares in the Company.

76. In addition to and without derogating from the powers for the purpose conferred onthe Directors under Article 15 of the Company in General Meeting may, in accordancewith the provisions of Section 81 of the Act, determine that any shares (whetherforming part of the original capital or of any increased capital of the Company) shallbe offered to such persons (whether Members or holders of debentures of theCompany or not) in such proportion and on such terms and conditions and either ata premium or at par or at a discount, (subject to compliance with the provisions ofSection 79 of the Act) as such General Meeting shall determine. Shares under control ofGeneral Meeting

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Same as originalcapital	77.	Except so far as otherwise provided by the conditions of issue or by these presentsany capital raised by the creation of new shares shall be considered part of the originalcapital and shall be subject to the provisions herein contained with reference to thepayment of calls and instalments, transfer and transmission, forfeiture, lien, surrender,voting and otherwise.
Reduction of capital	78.	The Company may from time to time by Special Resolution reduce its share capital(including the Capital Redemption Reserve Account, if any) in any way authorised bylaw and, in particular, may pay off any paid-up share capital upon the footing that itmay be called up again or otherwise and may if and so far as necessary alter itsMemorandum and Articles of Association reducing the amount of its share capitaland of its shares accordingly.
Division andsubdivision of shares	79.	The Company may in General Meeting by Ordinary Resolution alter the condition ofshares of its Memorandum and Articles of Association as follows :
		(a)	Consolidate and divide all or any of its share capital into shares of larger amountthan its existing shares.
		(b)	Subdivide shares or any of them into shares of smaller amount than originallyfixed by the Memorandum, subject nevertheless to the provisions of the Actin that behalf.
		(c)	Cancel shares which, at the date of such General Meeting, have not beentaken or agreed to be taken by any person and diminish the amount of its sharecapital by the amount of the shares so cancelled.
Directors’ discretionregarding subdivision	80.	The Directors may, at their absolute discretion, refuse applications for the subdivisionof share certificates, debenture or bond certificates into denominations of less thanthe marketable lot except when such subdivision is required to be made to complywith a statutory provision or an order of a competent court of law.
Company may purchase itsown shares	580A.	The Company may purchase its own shares in the manner provided for in Section77A of the Act.
	MODIFICATION OF CLASS RIGHTS
Power to modifyrights of differentclasses ofshareholders and therights of dissentientshareholders	81.	(a)	If, at any time, the share capital of the Company is divided into different classesof shares, the rights and privileges attached to the shares of any class may,subject to the provisions of the Act, and whether or not the Company is beingwound up, be varied, modified, commuted, affected or abrogated with theconsent in writing of the holders of not less than three-fourths of the issuedshares of that class or with the sanction of a Special Resolution passed at aseparate meeting of the holders of the issued shares of that class.
		(b)	This Article is not to derogate from any power the Company would have hadif this Article were omitted and the right of the dissentient shareholders beingholders of not less in the aggregate than 10 per cent of the issued shares ofthat class, being persons who did not consent to or vote in favour of theResolution for the variation, to apply to the Court to have the variations ormodifications cancelled as provided in Section 107 of the Act.

5 Article 80A has been inserted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

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JOINT-HOLDERS
82.	Where two or more persons are registered as the holders of any share, they shall bedeemed to hold the same as joint tenants with benefits of survivorship, subject tothe following and other provisions contained in these presents		Joint-holders
	(a)	The Company shall be entitled to decline to register more than three personsas the joint-holders of any share.	Company may refuseto register more thanthree persons
	(b)	The joint-holders of any share shall be liable severally as well as jointly forand in respect of all calls and other payments which ought to be made inrespect of such share.	Joint and severalliability for allpayments in respectof shares
	(c)	On the death of any such joint-holder, the survivor or survivors shall be theonly person or persons recognised by the Company as having any title to theshare but the Directors may require such evidence of death as they maydeem fit and nothing herein contained shall be taken to release the estate ofa deceased joint-holder from any liability on shares held by him jointly withany other person.	Title of survivors
	(d)	Any one of such joint-holders may give effectual receipts for any dividendsor other moneys payable in respect of such share.	Receipt of one joint-holder sufficient
	(e)	Only the person whose name stands first in the Register of Members as oneof the joint-holders of any share shall be entitled to delivery of the certificaterelating to such share or to receive notice (which expression shall be deemedto include all documents mentioned in Article 191) from the Company andany notice given to such person shall be deemed notice to all the joint-holders.	Delivery ofcertificates andgiving notice tofirst-named holder
	(f)	Any one of two or more joint-holders may vote at any meeting, eitherpersonally or by attorney or by proxy, in respect of such share as if he weresolely entitled thereto and if more than one of such joint holders be presentat any meeting personally or by proxy or by attorney then, that one of suchpersons so present whose name stands first or higher (as the case may be) inthe Register in respect of such share shall alone be entitled to vote in respectthereof but the other or others of the joint-holders shall be entitled to bepresent at the meeting, provided always that a joint-holder present at anymeeting personally shall be entitled to vote in preference to a joint-holderpresent by attorney or by proxy although the name of such joint-holder presentby attorney or proxy stands first or higher (as the case may be) in the Registerin respect of such shares. Several executors or administrators of a deceasedMember in whose (deceased Member’s) sole name any share stands shall,for the purpose of this clause, be deemed joint-holders.	Votes of joint-holders
BORROWING POWERS
83.	Subject to the relevant provisions of the Act, the Board of Directors may from timeto time, by a resolution passed at a meeting of the Board, borrow moneys and maygenerally raise and secure the payment of such sum or sums in such manner andupon such terms and conditions in all respects as they think fit and in particular bythe issue of bonds, perpetual or redeemable debentures or debenture stock or anymortgage or charge or other security on the undertaking or the whole or any part of		Power to borrow

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		the property of the Company (both present and future) including its uncalled capitalfor the time being.
		Provided that the Directors shall not borrow moneys, where moneys to be borrowedtogether with the moneys borrowed by the Company, apart from temporary loansobtained in its ordinary course of business and except as otherwise provided hereafter,shall exceed the aggregate of the paid-up capital of the Company and its free reserves,that is to say, reserves not set apart for any specific purpose.
		Provided, however, that :
		(a)	nothing contained hereinabove shall apply to any sums of moneys borrowedby the Company from any other banking companies or from the Reserve Bankof India, State Bank of India or any other bank established by or under any lawfor the time being in force;
		(b)	acceptance by the Company in the ordinary course of business of deposits ofmoneys shall not be deemed to be borrowing of moneys by the Company forthe purpose aforesaid.
		Provided, further, that the Company shall not create:
		(a)	charge upon any unpaid capital of the Company; and
		(b)	a floating charge on the undertaking or any property of the Company or anypart thereof unless the creation of such floating charge is certified in writing bythe Reserve Bank of India as provided in the Banking Act.
Bonds, debentures,etc., to be subject tothe control ofDirectors	84.	Any bonds, debentures, debenture stock or other securities issued or to be issued bythe Company shall be under the control of the Directors who may issue them uponsuch terms and conditions and in such manner and for such consideration as theyshall consider to be for the benefit of the Company.
Securities may beassignable free fromequities	85.	Debentures, debenture stock, bonds or other securities may be made assignable freefrom any equities between the Company and the person to whom the same may beissued.
Issue of bonds,debentures, etc., atdiscount, etc. or withspecial privilege	86.	Subject to the provision of the said Acts, any bonds, debentures, debenture stock orother securities may be issued at a discount, premium or at par and with any specialprivileges as to redemption, surrender, drawing, allotment of shares, appointment ofDirectors or otherwise.
Mortgage ofuncalled capital	87.	If any uncalled capital of the Company is included in or charged by any mortgage orother security, the Directors may authorise the person in whose favour such mortgageor security is executed or any other person in trust for him to make calls on theMembers in respect of such uncalled capital and the provisions hereinbefore containedin regard to calls shall mutatis mutandis apply to calls made under such authority andsuch authority may be made exercisable either conditionally or unconditionally andeither presently or contingently and either to the exclusion of the Directors power orotherwise and shall be assignable if expressed so to be.
Register of charges	88.	The Directors shall cause a proper register to be kept in accordance with the provisionsof Section 143 of the Act of all mortgages and charges specifically affecting theproperty of the Company and shall duly comply with the requirements of the Act inregard to registration of mortgages and charges and in regard to inspection to be

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	given to creditors or Members of the Register of Charges and of copies of instrumentscreating charges. Such sum as may be prescribed by the Act shall be payable by anyperson other than a creditor or Member of the Company for each inspection of theRegister of Charges.
MEETINGS
89.	The Company shall, in each year, hold, in addition to any other meetings, a generalmeeting which shall be styled as its “Annual General Meeting” in accordance withthe provisions of Section 166 of the Act.		Annual GeneralMeeting
90.	All general meetings other than Statutory General Meeting and the Annual GeneralMeetings shall be called Extraordinary General Meetings.		ExtraordinaryGeneral Meeting
91.	The Board of Directors may, whenever they think fit, and shall, on the requisition ofsuch number of Members of the Company as is specified in sub-article (c) of thisArticle forthwith proceed and call an Extraordinary General Meeting of the Companyand in case of such requisition the following provisions shall apply:		Calling ofExtraordinaryGeneral Meetings
	(a)	The requisition shall set out the matters for the consideration of which themeeting is to be called, shall be signed by the requisitionists and shall bedeposited at the Registered Office of the Company.
	(b)	The requisition may consist of several documents in like form, each signedby one or more requisitionists.
	(c)	The number of Members entitled to requisition a meeting with regard to anymatter shall be such number of them as hold at the date of the deposit of therequisition, not less than one-tenth of such of the paid-up capital of theCompany as at that date carries the right of voting in regard to that matter.
	(d)	Where two or more distinct matters are specified in the requisition, theprovisions of sub-article (c) above shall apply separately in regard to eachsuch matter and the requisition shall accordingly be valid only in respect ofthose matters in regard to which the condition specified in that sub-article isfulfilled.
	(e)	If the Board does not, within 21 days from the date of the deposit of a validrequisition in regard to any matters, proceeds duly to call a meeting for theconsideration of those matters on a day not later than 45 days from the dateof the deposit of the requisition, the meeting may be called by therequisitionists themselves or by such of the requisitionists as represent eithera majority in value of the paid-up share capital held by all of them or not lessthan one-tenth of such of the paid-up share capital of the Company as isreferred to in sub-article (c) above, whichever is less. However, for the purposeof this sub-article, the Directors shall, in the case of a meeting at which aresolution is to be proposed as a Special Resolution, give such notice thereofas is required by the Act.
	(f)	A meeting called under sub-article (e) above by the requisitionists or any ofthem:
		(i) shall be called in the same manner, as nearly as possible, as that inwhich meetings are to be called by the Board, but

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			(ii)	shall not be held after the expiration of three months from the date of thedeposit of the requisition.
				Provided that nothing contained in clause (ii) of sub-article (f) shall bedeemed to prevent a meeting duly commenced before the expiry of theperiod of three months aforesaid, from adjourning to some day after theexpiry of that period.
		(g)	Where two or more persons hold any share or interest in the Company jointly,a requisition or a notice calling a meeting, signed by one or some only of themshall, for the purposes of this Article have the same force and effect as if it hadbeen signed by all of them.
		(h)	Any reasonable expense incurred by the requisitionists by reason of the failureof the Board to call a meeting shall be repaid to the requisitionists by theCompany and any sum so repaid shall be retained by the Company out of anysums due or to become due from the Company by way of fees or otherremuneration for their services to such of the Directors as were in default.
Notice of Meeting	92.	(a)	A General Meeting of the Company may be called by giving not less than 21day’s notice in writing.
		(b)	A General Meeting may be called after giving shorter notice than that specifiedin sub-article (a) above if consent is accorded thereto
			(i)	in the case of an Annual General Meeting by all the Members entitled tovote thereat; and
			(ii)	in the case of any other meeting by Members of the Company holdingnot less than 95 per cent of such part of the paid-up share capital of theCompany gives a right to vote at the meeting.
			Provided that where any Members of the Company are entitled to vote onlyon some resolution or resolutions to be moved at a Meeting and not on theothers, those Members shall be taken into account for the purposes of thissub-article in respect of the former resolution or resolutions and not in respectof the latter.
Contents and mannerof service of noticeand persons on whomit is to be served	93.	(a)	Every notice of a meeting of the Company shall specify the place and the dayand hour of the meeting and shall contain a statement of the business to betransacted thereat.
		(b)	Notice of every meeting of the Company shall be given:
			(i)	to every Member of the Company, in any manner authorised bysubsections (1) to (4) of Section 53 of the Act;
			(ii)	to the persons entitled to a share in consequence of the death orinsolvency of a Member by sending it through the post in a prepaid letteraddressed to them by name or by the title of representatives of thedeceased or assignees of the insolvent or by any like description, at theaddress, if any, in India supplied for the purpose by the persons claimingto be so entitled or until such an address has been so supplied, by givingthe notice in any manner in which it might have been given if the deathor insolvency had not occurred; and

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		(iii)	to the Auditor or Auditors for the time being of the Company in themanner authorised by Section 53 of the Act in the case of any Memberor Members of the Company.
	(c)	The accidental omission to give notice to or the non-receipt of notice by anyMember or other person to whom it should be given shall not invalidate theproceedings at the meeting.		Omission to givenotice not to invalidatethe proceedings atthe meeting
94.	(a)	In the case of an Annual General Meeting, all business to be transacted at themeeting shall be deemed special, with the exception of business relating to:		Business at the AnnualGeneral Meeting
		(i)	the consideration of accounts, Balance Sheet and reports of the Boardof Directors and Auditors;
		(ii)	the declaration of a dividend;
		(iii)	the appointment of Directors in the place of those retiring; and
		(iv)	the appointment of and the fixing of remuneration of the Auditors.
	(b)	In the case of any other meeting, all business shall be deemed special.
	(c)	Where any items of business to be transacted at the meeting are deemed tobe special as aforesaid, there shall be annexed to the notice of the meeting astatement setting out all material facts concerning each such item of business,including in particular the nature of the concern or interest, if any, therein, ofevery Director and the Manager, if any.		ExplanatoryStatement to beannexed to the notice
		Provided that where any item of special business as aforesaid to be transactedat a meeting of the Company relates to, or affects any other company, theextent of shareholding interest in that other company of every Director andthe Manager, if any, of the Company shall also be set out in the statement ifthe extent of such shareholding interest is not less than 20 per cent of thepaid-up share capital of that other company.
	(d)	Where any item of business consists of the according of approval to anydocument by the meeting, the time and place where the document can beinspected shall be specified in the statement aforesaid.
95.	(a)	A resolution shall be an Ordinary Resolution when at a General Meeting ofwhich the notice required under the Act has been duly given, the votes cast(whether on a show of hands, or on a poll, as the case may be), in favour of theresolution (including the casting vote, if any, of the Chairman) by Memberswho, being entitled so to do, vote in person or where proxies are allowed, byproxy, exceed the votes, if any, cast against the resolution by Members soentitled and voting.		Ordinary and SpecialResolutions
	(b)	A resolution shall be a Special Resolution when:
		(i)	the intention to propose the resolution as a Special Resolution hasbeen duly specified in the notice calling the General Meeting or otherintimation given to the Members of the resolution;
		(ii)	the notice required under the Act has been duly given of the GeneralMeeting; and
		(iii)	the votes cast in favour of the resolution (whether on a show of hands,or on a poll, as the case may be), by Members who, being entitled so to

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				do, vote in person, or where proxies are allowed, by proxy, are not lessthan three times the number of the votes, if any, cast against the resolutionby Members so entitled and voting.
Resolutions requiringSpecial Notice	96.	(a)	Where, by any provisions contained in the Act or in these presents, SpecialNotice is required of any resolution, notice of the intention to move theresolution shall be given to the Company not less than 14 days before themeeting at which it is to be moved, exclusive of the day on which the noticeis served or deemed to be served and the day of the meeting.
		(b)	The Company shall, immediately after the notice of the intention to move anysuch resolution has been received by it, give its Members notice of theresolution in the same manner as it gives notice of the meeting, or if that is notpracticable, shall give them notice thereof, either by advertisement in anewspaper having an appropriate circulation or in any other mode allowed bythese presents, not less than seven days before the meeting.
	PROCEEDINGS AT GENERAL MEETING
Quorum at GeneralMeeting	97.	Five members personally present shall be a quorum for a General Meeting and nobusiness shall be transacted at any General Meeting unless the requisite quorum bepresent when the meeting proceeds to business.
Business confined toelection of Chairmanwhilst chair vacant	98.	No business shall be discussed at any General Meeting except the election of aChairman whilst the Chair is vacant.
Chairman of GeneralMeeting	99.	(a)	The Chairman, if any, of the Board shall preside as Chairman at every GeneralMeeting of the Company.
		6(b)	If there be no Chairman or if at any meeting he shall not be present within 15minutes after the time appointed for holding such meeting, or is unwilling toact, the Managing Director shall be entitled to act as the Chairman of suchmeeting failing which the Non-Rotational Directors present may choose oneof their number to act as Chairman of the meeting and in default of their doingso, the Members present shall choose one of the Directors to take the Chairand if no Directors present be willing to take the Chair, the Members presentshall choose one of their number to be the Chairman of the meeting.
Proceedings whenquorum not present	100.	If within half an hour from the time appointed for the General Meeting, a quorum benot present, the meeting, if convened on the requisition of shareholders, shall bedissolved and in any other case, shall stand adjourned to the same day in the nextweek, at the same time and place or to such other day and at such other time andplace as the Directors may determine. If at such adjourned meeting also, a quorum,be not present within half an hour from the time appointed for holding the meeting,the Members present shall be a quorum and may transact the business for which themeeting was called.

6 The following Article 99(b) has been replaced by the above new Article 99(b) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

99(b) If there is no such Chairman, or if he is not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as Chairman of the meeting, then the Directors present at the meeting shall elect one of the ICICI Directors referred to in Article 128 to be Chairman of the meeting and failing which, the Members present and voting shall choose one of their Members to be Chairman of the meeting.

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101.	(a)	The Chairman may, with the consent of any meeting at which a quorum ispresent, and shall, if so directed by the meeting, adjourn the meeting fromtime to time, and from place to place.		Adjournment ofmeeting
	(b)	No business shall be transacted at any adjourned meeting other than thebusiness left unfinished at the meeting from which the adjournment took place.
	(c)	When a meeting is adjourned for more than 30 days, notice of the adjournedmeeting shall be given as in the case of an original meeting.
	(d)	Save as aforesaid, it shall not be necessary to give any notice of theadjournment or of the business to be transacted at an adjourned Meeting.
102.	At any General Meeting a resolution put to the vote of the meeting shall be decidedon a show of hands unless a poll is (before or on the declaration of the result of theshow of hands) demanded in the manner hereinafter mentioned and unless a poll isso demanded, a declaration by the Chairman that a resolution has, on a show ofhands, been carried unanimously or by a particular majority or lost and an entry tothat effect in the book of the proceedings of the Company shall be conclusiveevidence of the fact, without proof of the number of proportion of the votes recordedin favour of or against such resolution.			What is to beevidence of thepassing of resolutionwhere poll notdemanded
103.	(a)	Before or on the declaration of the result of the voting on any resolution on ashow of hands, a poll may be ordered to be taken by the Chairman of themeeting of his own motion and shall be ordered to be taken by him on ademand made in that behalf by any Member or Members present in personor by proxy and holding shares in the Company:		Demand for poll
		(i)	which confer a power to vote on the resolution not being less than one- tenth of the total voting power in respect of the resolution; or
		(ii)	on which an aggregate sum of not less than Rs. 50,000/- has been paid up.
	(b)	The demand for a poll may be withdrawn at any time by the person whomade the demand.
104.	(a)	If a poll is demanded on the election of a Chairman or on a question ofadjournment, it shall be taken forthwith and without adjournment.		Time of taking poll
	(b)	A poll demanded on any other question shall be taken at such time not beinglater than 48 hours from the time when the demand was made, as the Chairmanmay direct.
105.	On a poll taken at a meeting of the Company, a Member entitled to more than onevote or his proxy or other person entitled to vote for him as the case may be, neednot, if he votes, use all his votes or cast in the same way all the votes he uses.			Right of Member touse his votesdifferently
106.	(a)	Where a poll is to be taken, the Chairman of the meeting shall appoint twoscrutineers to scrutinise the votes given on the poll and to report thereon to him.		Scrutineers at poll
	(b)	The Chairman shall have power, at any time before the result of the poll isdeclared, to remove a scrutineer from office and to fill vacancies in the officeof the scrutineer arising from such removal or from any other cause.
	(c)	Of the two scrutineers appointed under this Article, one shall always be aMember (not being an officer or employee of the Company) present at themeeting, provided that such a Member is available and willing to be appointed.

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Manner of taking polland result thereof	107.	(a)	Subject to the provisions of the Act, the Chairman of the meeting shall havepower to regulate the manner in which a poll shall be taken.
		(b)	The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.
Motion how decidedin case of equality ofvotes	108.	In the case of an equality of votes, whether on a show of hands or on a poll, theChairman of the meeting at which the show of hands takes place or at which the pollis demanded, shall be entitled to a casting vote in addition to his own vote or votes towhich he may be entitled as a Member.
Demand for poll notto prevent transactionof other business	109.	The demand for a poll shall not prevent the continuance of a meeting for the transactionof any business other than the question on which the poll has been demanded.
Minutes of GeneralMeetings	110.	The Company shall cause Minutes of all proceedings of General Meetings to beentered in books kept for that purpose. The Minutes of each meeting shall contain afair and correct summary of the proceedings thereat. All appointments of officersmade at any of the meetings shall be included in the Minutes of the meeting. Anysuch Minutes, if purporting to be signed by the Chairman of the meeting at which theproceedings took place or in the event of death or inability of that Chairman, by aDirector duly authorised by the Board for the purpose, shall be evidence of theproceedings.
Inspection of MinutesBooks	111.	The books containing Minutes of proceedings of General Meetings of the Companyshall be kept at the Registered Office of the Company and shall be open to theinspection of any Member without charge, between 11 a.m. and 1 p.m. on all workingdays.
Copies of Minutes	112.	Any Member shall be entitled to be furnished within the prescribed period after hehas made a request in that behalf to the Company with a copy of any Minutes referredto above on payment of such sum as may be prescribed by the Act.
VOTES OF MEMBERS
Votes	7 113.	(a)	on a show of hands, every Member present in person shall have one vote; and

7(a) (b) On a poll, the voting rights of Members shall be as provided in Section 47 of theCompanies Act, 2013, but will be subject to the ceiling of ten per cent of the totalvoting rights or such other percentage as may be stipulated by Section 12(2) of theBanking Regulation Act or under any of the proviso or explanation to Section 12 ofthe Banking Regulation Act.

Voting by Members ofunsound mind	114.	A Member of unsound mind or in respect of whom an order has been made by anycourt having jurisdiction in lunacy may vote, whether on a show of hands or on a poll,by his committee or other legal guardian and any such committee or guardian may, ona poll, vote by proxy.
Voting by BodyCorporates	115.	A Body Corporate (whether a company within the meaning of the Act or not) may, ifit is a Member, by resolution of its Board of Directors or other governing body authorisesuch person as it thinks fit to act as its representative at any meeting of the Company

7	The following Article 113 has been replaced by the above new Article 113 pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabadin connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited
	113. Subject to any rights or restrictions for the time being attached to any class or classes of shares:
		(a)	on a show of hands, every Member present in person shall have one vote, and shall be governed by the ceiling one per cent of the total voting rights as stipulated by Section 12 (2) of the Banking Regulation Act; and
		(b)	on a poll, the voting rights of Members shall be as provided by Section 87 of the Act, but will be subject to the restrictions and limitations as prescribed by or under the Banking Regulation Act.
7(a)	The following Sub-Article No. 113(b) further replaced by new Sub-Article No. 113(b) vide Special Resolution passed by the Members at theirTwentieth Annual General Meeting held on June 30, 2014on a poll, the voting rights of Members shall be as provided in Section 87 of the Act, but will be subject to the ceiling of ten per cent of the totalvotingrights or such other percentage as may be stipulated by Section 12(2) of the Banking Regulation Act.

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	in accordance with the provisions of Section 187 of the Act. The production at themeeting of a copy of such resolution duly signed by one Director of such BodyCorporate or by a member of its governing body and certified by him as being a truecopy of the resolution shall on production at the meeting be accepted by the Companyas sufficient evidence of the validity of his appointment.
116.	Any person entitled under the Transmission Clause to transfer any shares may voteat the General Meetings in respect thereof as if he was the registered holder of suchshares provided that atleast 48 hours before the time of holding the meeting oradjourned meeting as the case may be at which he proposes to vote he shall satisfythe Directors of his right to transfer such shares unless the Directors shall havepreviously admitted his right to vote at such meeting in respect thereof.		Votes in respect ofshares of deceasedMembers
117.	(a)	Any Member of the Company entitled to attend and vote at a meeting of theCompany shall be entitled to appoint another person (whether a Member ornot) as his proxy to attend and vote instead of himself but a proxy so appointedshall not have any right to speak at the meeting.	Qualification of proxy
	(b)	In every notice calling a meeting of the Company, there shall appear withreasonable prominence a statement that a Member entitled to attend andvote is entitled to appoint a proxy to attend and vote instead of himself andthat a proxy need not be a Member.
118.	Votes may be given either personally or by attorney or by proxy or, in the case of aBody Corporate, by a representative duly authorised as aforesaid.		Votes may be given byproxy or attorney
119.	Every instrument of proxy whether for a specified meeting or otherwise shall be inwriting under the hand of the appointer or his attorney authorised in writing or if suchappointer is a Body Corporate, under its Common Seal or the hand of an officer or anattorney duly authorised by it and shall, as nearly as circumstances will admit, be inthe form specified in Schedule IX of the Act.		Execution ofinstrument of proxy
120.	No person shall act as proxy unless the instrument of his appointment and thepower of attorney or other authority, if any, under which it is signed or a notariallycertified copy of that power or authority shall have been deposited at the Office atleast 48 hours before the time for holding the meeting at which the person named inthe instrument of proxy proposes to vote and in default the instrument appointingthe proxy shall not be treated as valid. No attorney shall be entitled to vote unlessthe power of attorney or other instrument appointing him as attorney or a notariallycertified copy thereof has either been registered in the records of the Company atany time not less than 48 hours before the time of the meeting at which the attorneyproposes to vote or is deposited at the Office not less than 48 hours before the timeof such meeting as aforesaid. Notwithstanding that a power of attorney or otherauthority has been registered in the records of the Company, the Company may bynotice in writing addressed to the Member or the attorney at least seven daysbefore the date of a meeting require him to produce the original Power of Attorneyor authority and unless the same is thereupon deposited with the Company not lessthan 48 hours before the time fixed for the meeting the attorney shall not be entitledto vote at such meeting unless the Directors, at their absolute discretion, excusesuch non-production and deposit. Every Member entitled to vote at a meeting of theCompany or on any resolution to be moved thereat shall be entitled during theperiod beginning 24 hours before the time fixed for the commencement of themeeting and ending with the conclusion of the meeting to inspect the proxieslodged at any time during the business hours of the Company provided that not lessthan three days notice in writing of the intention so to inspect is given to the Company.		Deposit of instrumentof appointment andinspection

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Custody of theinstrument	121.	If any such instrument of appointment be confined to the object of appointing a proxyor substitute for voting at meetings of the Company, it shall remain permanently orfor such time as the Directors may determine, in the custody of the Company and ifembracing other objects a copy thereof, examined with the original, shall be deliveredto the Company to remain in the custody of the Company.
Validity of votes givenby proxynotwithstandingdeath of Member,etc.	122.	A vote given in accordance with the terms of an instrument of proxy shall be validnotwithstanding the previous death of the principal or revocation of the proxy or ofany Power of Attorney under which such proxy was signed or the transfer of theshare in respect of which the vote is given, provided that no intimation in writing ofthe death, revocation or transfer shall have been received at the Office of the Companybefore the meeting.
Time for objections tovotes	123.	No objection shall be made to the validity of any vote except at the meeting or poll atwhich such vote shall be tendered and every vote whether given personally or byproxy not disallowed at such meeting or poll, shall be deemed valid for all purposesof such meeting or poll whatsoever.
Chairman of anymeeting to be thejudge of validity ofany vote	124.	The Chairman of any meeting shall be the sole judge of the validity of every votetendered at such meeting. The Chairman present at the taking of a poll shall be thesole judge of the validity of every vote tendered at such poll.
Equal rights ofMembers	125.	Any Member whose name is entered in the Register of Members of the Companyshall enjoy the same rights and be subject to the same liabilities as all other Membersof the same class.
	DIRECTORS
Number of Directors	8126.	Until otherwise determined by a General Meeting, the number of Directors shall notbe less than three or more than 21 excluding the Government Director (referred to inArticle 128A) and the Debenture Director (referred to in Article 129) (if any).
First Directors	127.	The persons hereinafter named are the First Directors of the Company:
		(a)	Shri Parampally Vasudeva Maiya
		(b)	Shri Girish Sumanlal Mehta
		(c)	Shri Sethumadhava Rao Ragothaman
		The First Directors shall retire at the first Annual General Meeting.
Non-rotationalDirectors	9128.	Not more than one-third of the total number of Directors shall be non-rotationalDirectors and, except for the Debenture Director and the Government Director, suchnon-rotational Directors (hereinafter referred to as the “Non-Rotational Directors”)

8 The following Article 126 has been replaced by the above new Article 126 pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited 126. Until otherwise determined by a General Meeting, the number of Directors shall not be less than three or more than 12.

9 The following Article 128 has been replaced by above new article 128 as also a new article 128A has been inserted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

128.	(a)	One-third of the total number of Directors shall be non-retiring Directors and, except for the Debenture Director, such non-rotational Directors (includingExecutive Chairman or Chairman and Managing Director or Nonexecutive Chairman, Managing Director) hereinafter referred to as the “ICICI Directors/NomineeDirectors” shall be appointed by ICICI. The balance Directors shall be persons whose period of office is liable to determination by rotation and subject to theprovisions of the Act, and shall be appointed by the Company in General Meeting.
(b)	(i)	ICICI shall have the power to remove the Nominee Directors from office, with or without cause, and in the event of vacancy being caused in such office, by death,disability, resignation, removal or otherwise, to appoint another or others in the place(s) falling vacant; and
	(ii)	any appointment or removal of a Nominee Director shall be by a notice in writing addressed to the Company and the appointment or removal shall take effectforthwith upon such notice being delivered to the Company.
(c)	The Board of Directors of the Company shall have no power to remove from office any Nominee Director.
(d)	Subject to the provisions of the Act and rules framed thereunder, the Company shall pay the Nominee Directors, sitting fees and reimbursement of expenses andother fees and commission or reimbursement to which other Directors of the Company are entitled and pay or reimburse to ICICI any expenses that may be incurredby ICICI or such Nominee Directors in connection with their appointment or directorship.

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	shall be appointed by the Board of Directors of the Company. The remaining Directorsshall be persons whose period of office is liable to determination by rotation andsubject to the provisions of the Act shall be appointed by the Company in GeneralMeeting.
9128A.	During such time as the Guarantee Agreement dated March 14, 1955 or the GuaranteeAgreement dated July 15, 1959 or the Guarantee Agreement dated October 28,1960 or the Guarantee Agreement dated February 28, 1962, between the Presidentof India and The International Bank for Reconstruction and Development shall remainin force the President of India shall have the right from time to time to appoint oneperson as a Director of the Company and to remove such person from office and ona vacancy being caused in such office from any cause whether by resignation,death, removal or otherwise to appoint a Director in the vacant place. The Companyshall be entitled to agree with the President of India for the appointment of a Directorof the Company by the President of India as contemplated by this Article in respectof any future advance or advances by the Government of India or in respect of anyguarantee or guarantees that may be given by the Government of India in connectionwith the Company’s future borrowings from The International Bank for Reconstructionand Development or any other financial institution. The Director appointed underthis Article is herein referred to as “the Government Director” and the term“Government Director” means the Director for the time being in office under thisArticle. The Government Director shall not be liable to retire by rotation or be removedfrom office except by the President of India as aforesaid. Subject as aforesaid theGovernment Director shall be entitled to the same rights and privileges and besubject to the same obligations as any other Director of the Company.
129.	Any trust documents covering the issue of debentures or bonds of the Companymay provide for the appointment of a Director (in these presents referred to as the“Debenture Director”) for and on behalf of the holders of the debentures or bondsfor such period as is therein provided not exceeding the period for which thedebentures/bonds or any of them shall remain outstanding and for the removal fromoffice of such Debenture Director and on a vacancy being caused whether byresignation, death, removal or otherwise for appointment of a Debenture Director inthe vacant place. The Debenture Director shall not be liable to retire by rotation or beremoved from office except provided as aforesaid.		Debenture Director
130.	(a)	The Board of Directors may appoint an Alternate Director to act for a Director(hereinafter in this Article called the ‘Original Director’), at his suggestion orotherwise, during his absence for a period of not less than three months fromthe state in which meetings of the Board are ordinarily held.	Alternate Director
	(b)	An Alternate Director appointed under sub-article (a) above, shall not holdoffice as such for period longer than permissible to the Original Director inwhose place he has been appointed and shall vacate office if and when the

9 The following Article 128 has been replaced by above new article 128 as also a new article 128A has been inserted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

128	(a)	One-third of the total number of Directors shall be non-retiring Directors and, except for the Debenture Director, such non-rotational Directors (includingExecutive Chairman or Chairman and Managing Director or Nonexecutive Chairman, Managing Director) hereinafter referred to as the “ICICI Directors/NomineeDirectors” shall be appointed by ICICI. The balance Directors shall be persons whose period of office is liable to determination by rotation and subject to theprovisions of the Act, and shall be appointed by the Company in General Meeting.
(b)	(i)	ICICI shall have the power to remove the Nominee Directors from office, with or without cause, and in the event of vacancy being caused in such office, by death,disability, resignation, removal or otherwise, to appoint another or others in the place(s) falling vacant; and
	(ii)	any appointment or removal of a Nominee Director shall be by a notice in writing addressed to the Company and the appointment or removal shall take effectforthwith upon such notice being delivered to the Company.
(c)	The Board of Directors of the Company shall have no power to remove from office any Nominee Director.
(d)	Subject to the provisions of the Act and rules framed thereunder, the Company shall pay the Nominee Directors, sitting fees and reimbursement of expenses andother fees and commission or reimbursement to which other Directors of the Company are entitled and pay or reimburse to ICICI any expenses that may be incurredby ICICI or such Nominee Directors in connection with their appointment or directorship.

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			Original Director returns to the state in which meetings of the Board are ordinarilyheld.
		(c)	If the term of office of the Original Director is determined before he so returnsto the state aforesaid, any provision for the automatic re-appointment of retiringDirectors in default of another appointment shall apply to the Original and notto the Alternate Director.
Share qualification	131.	(a)	No Director shall be required to hold any qualification shares of the Company.
		(b)	No person shall be qualified to be a Director if his appointment is in contraventionof any law or guideline in force or if by amendment of any law or guideline, hiscontinuance in office is in contravention of such law or guideline, he shallimmediately vacate his office; on such vacation he shall not be entitled to anycompensation.
Remuneration ofDirectors	132.	The fees payable to a Director for attending a meeting of the Board or Committeethereof shall be decided by the Board of Directors from time to time within the limitsas may be prescribed by the Act or the Central Government. 10No Director who is aGovernment servant shall be entitled to receive any remuneration under this Articleor other provisions of these presents except as authorised by the Government.
	10132A	Subject to the provisions of Article 132 in the case of a Government servant, theDirectors may allow and pay to any Director who is not a bona fide resident of theplace where a meeting is held and who shall come to such place for the purpose ofattending a meeting such sum as the Directors may consider fair compensation fortravelling, hotel and other expenses in addition to his remuneration as above specifiedand the Directors may from time to time fix the remuneration to be paid to anymember or members of their body constituting a committee appointed by theDirectors in terms of these presents and may pay the same.
	10132B	Subject to the provisions of Article 132 in the case of a Government servant if anyDirector, being willing, shall be called upon to perform extra services or to make anyspecial exertions in going out or residing at a particular place or otherwise for any ofthe purposes of the Company, the Company may remunerate such Director eitherby fixed sum or otherwise as may be determined by the Directors and suchremuneration may be either in addition to or in substitution for his remunerationabove provided.
Directors not bonafide residents of theplace where ameeting is held, mayreceive extracompensation	133.	The Directors may allow and pay to any Director who is not a bona fide resident ofthe place where a meeting is held and who shall come to such place for the purpose,of attending a meeting such sum as the Directors may consider fair compensationfor travelling, hotel and other expenses in addition to his remuneration as abovespecified and the Directors may fix the remuneration to be paid to any member ormembers of their body constituting a Committee appointed by the Directors interms of these presents and may pay the same.
Extra remuneration toDirectors for specialwork	134.	Subject to the provision of the said Acts, if any Director, being willing, shall be calledupon to perform extra services or to make any special exertions in going out orresiding at a particular place or otherwise for any of the purposes of the Company,the Company may remunerate such Directors either by a fixed sum or otherwise as

10 The above sentence starting with the words “No Directors” and ending with the words “authorised by the Government” has been inserted in Article 132 as also new Articles 132A and 132B have been inserted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

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	may be determined by the Directors and such remuneration may be either inaddition to or in substitution for his remuneration above provided.
135.	The Directors shall have the power at any time and from time to time to appoint,subject to the provisions of these presents, any person as an Additional Director tothe Board but so that the total number shall not at any time exceed the maximumnumber fixed for the Board but any Director so appointed shall hold office only upto the date of the next Annual General Meeting of the Company and shall then beentitled for re-election.		Additional Director
136.	If the office of any Director appointed by the Company in General Meeting isvacated before his term of office expires in the normal course, the resulting casualvacancy may be filled by the Board of Directors at a meeting of the Board and theDirector so appointed shall hold office only up to the date up to which the Directorin whose place he is appointed would have held office if it had not been vacated.		Casual vacancy
137.	Subject to the provisions of the Act, the continuing Directors may act notwithstandingany vacancy in their body, but so that if the number falls below the minimumnumber fixed the Directors shall not, except in emergencies or for the purpose offilling up vacancies or for summoning a General Meeting of the Company, act solong as the number is below the minimum and they may so act notwithstandingthe absence of a necessary quorum.		Directors may actnotwithstanding vacancy
138.	(a) The office of a Director shall become vacant if:		Office of Directorsbecoming vacant
	(i)	he is found to be of unsound mind by a court of competent jurisdiction;or
	(ii)	he applies to be adjudicated an insolvent; or
	(iii)	he is adjudged an insolvent; or
	(iv)	he is convicted by a court of any offence involving moral turpitude andsentenced in respect thereof to imprisonment for not less than sixmonths; or
	(v)	he fails to pay any call in respect of shares held by him alone or jointlywith others within six months from the last date fixed for the payment ofthe call unless the Central Government has, by notification in the OfficialGazette, removed the disqualification incurred by such failure; or
	(vi)	he absents himself from three consecutive Meetings of the Directors orfrom all Meetings of the Directors for a continuous period of three months,whichever is longer, without leave of absence from the Board of Directors;or
	(vii)	he (whether by himself or by any person for his benefit or on his account)or any firm in which he is a partner or any private company of which heis a Director, accepts a loan or guarantee or security for a loan from theCompany in contravention of Section 295 of the Act; or
	(viii)	he acts in contravention of Section 299 of the Act; or
	(ix)	he becomes disqualified by an order of the court under Section 203 ofthe Act; or
	(x)	he is removed in pursuance of Section 284 of the Act; or

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			(xi)	he resigns office by notice in writing addressed to the Company or to theDirectors; or
			(xii)	having been appointed a Director by virtue of his holding any office orother employment in the Company, he ceases to hold such office or otheremployment in the Company; or
			(xiii)	he becomes disqualified under Article 131 (b); or
			(xiv)	he is disqualified for being appointed as a Director under any of theprovisions of either of the said Acts.
Period from whichdisqualification totake effect		(b)	Notwithstanding anything in clauses (iii), (iv) and (ix) of sub-article (a) above,the disqualification referred to in those clauses shall not take effect:
			(i)	for 30 days from the date of adjudication or sentence or order; or
			(ii)	where any appeal or petition is preferred within 30 days aforesaid againstthe adjudication, sentence or conviction resulting in the sentence or orderuntil the expiry of seven days from the date on which such appeal orpetition is disposed of; or
			(iii)	where, within the seven days aforesaid, any further appeal or petition ispreferred in respect of the adjudication, sentence, conviction or order andthe appeal or petition, if allowed, would result in the removal of thedisqualification, until such further appeal or petition is disposed of.
Disclosure of interestby Director	139.	(a)	Every Director of the Company who is in any way, whether directly or indirectly,concerned or interested in a contract or arrangement or proposed contract orarrangement entered into or to be entered into, by or on behalf of the Company,shall disclose the nature of his concern or interest at a Meeting of the Board ofDirectors.
		(b)	(i)	In the case of a proposed contract or arrangement, the disclosure requiredto be made by a Director under sub-article (a) above shall be made at themeeting of the Board at which the question of entering into contract orarrangement is first taken into consideration or if the Director was not, atthe date of that meeting, concerned or interested in the proposed contractor arrangement at the first meeting of the Board held after he becomes soconcerned or interested;
			(ii)	in the case of any other contract or arrangement, the required disclosureshall be made at the first meeting of the Board held after the Directorbecomes concerned or interested in the contract or arrangement.
		(c)	(i)	For the purpose of sub-articles (a) and (b) above, a general notice given tothe Board by a Director, to the effect that he is a Director or a Member of aspecified Body Corporate or is a partner of a specified firm and is to beregarded as concerned or interested in any contract or arrangement whichmay, after the date of the notice, be entered into with that Body Corporateor firm shall be deemed to be a sufficient disclosure of concern or interestin relation to any contract or arrangement so made;
			(ii)	any such general notice shall expire at the end of the financial year inwhich it is given, but may be renewed for further periods of one financialyear at a time, by a fresh notice given in the last month of the financial yearin which it would otherwise expire;

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		(iii)	no such general notice and no renewal thereof shall be of effect unless itis either given at a meeting of the Board or the Director concerned takesreasonable steps to secure that it is brought up and read at the firstmeeting of the Board after it is given.
	(d)	Nothing in this Article shall be taken to prejudice the operation of any rule oflaw restricting a Director of the Company from having any concern or interestin any contracts or arrangements with the Company.
	(e)	Nothing in this Article shall apply to any contract or arrangement entered intoor to be entered into between the Company and any other company whereany of the Directors of the Company or two or more of them together holds orhold not more than two per cent of the paid-up share capital in the othercompany.
140.	(a)	No Director of the Company shall, as a Director, take part in the discussion of,or vote on, any contract or arrangement entered into or to be entered into, byBoard’s proceedings or on behalf of the Company, if he is in any way, whetherdirectly or indirectly, concerned or interested in the contract or arrangement;nor shall his presence count for the purpose of forming a quorum at the timeof any such discussion or vote; and if he does vote, his vote shall be void.		Interested Director notto participate or votein Board Meetings
	(b)	Sub-article (a) above shall not apply to:
		(i)	any contract of indemnity against any loss which the Directors or any oneor more of them may suffer by reason of becoming or being sureties or asurety for the Company;
		(ii)	any contract or arrangement entered into or to be entered into with apublic company or a private company which is a subsidiary of a publiccompany, in which the interest of the Director aforesaid consists solely:
			●      in his being a Director of such company and the holder of not more than shares of such number or value therein as is requisite to qualify him for appointment as a Director thereof, he having been nominated as such Director by the Company, or
			●      in his being a member holding not more than two per cent of the paid-up share capital of such other company.
		11 (iii)	deleted
141	(a)	Subject to the provisions of the said Acts, these presents and any other lawfor the time being in force, a Director of the Company may be or become aDirector of any company promoted by the Company or in which he may beinterested as vendor, member or otherwise and no such Director shall beaccountable for any benefits received as Director or member of such othercompany.		Director may beDirectors ofCompaniespromoted by theCompany
	(b)	A Director shall, within 20 days of his appointment to or relinquishment of hisoffice as Director, Managing Director, Manager or Secretary in any other BodyCorporate, disclose to the Company the particulars relating to his office in theother Body Corporate which are required to be specified under Section 303(1)of the Act.		Disclosure by Directoron appointment

11 The following Article 140(b) (iii) has been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

(iii) any contract or agreement entered into or to be entered into with ICICI in which the interest of a Nominee Director consists solely of his being a Director or officer of ICICI.

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Register of Directors,etc.		(c)	The Company shall enter the aforesaid particulars in a Register kept for thepurpose in conformity with Section 303 of the Act.
Director to givenotice of hisshareholdings		(d)	A Director shall give notice in writing to the Company of his holding of sharesand debentures of the Company or its subsidiary, together with such particularsas may be necessary to enable the Company to comply with the provision ofSection 307 of the Act. If such notice be not given at a meeting of the Board,the Director shall take all reasonable steps to secure that it is brought up andread at the next meeting of the Board after it is given. The Company shall enterparticulars of a Director’s holding of shares and debentures as aforesaid in aRegister kept for the purpose in conformity with Section 307 of the Act.
Disclosure byDirector of interest inany othercompany, etc.		(e)	If any Director has any interest in any other company, institution, financialintermediary or any Body Corporate by virtue of his position as director orpartner or with which he may be associated in any other capacity, then he shalldisclose his interest to the Board of Directors.
	ROTATION OF DIRECTORS
Directors to retireannually howdetermined	12142	At every Annual General Meeting of the Company, one third of such Directors forthe time being as are liable to retire by rotation or if their number is not three or amultiple of three, then the number nearest to one-third, shall retire from office. TheDebenture Directors, the Government Directors and the Non-Rotational Directors,subject to Article 151, shall not be subject to retirement under this Article.
Which Directors toretire	143	The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who became Directors on the same day, those who are to retire shall (unless they otherwise agree among themselves) be determined by lot.

Re-election	144	A retiring Director shall be eligible for re-election.
Company to fill upvacancy	145	The Company at the Annual General Meeting at which a Director retires in themanner aforesaid may fill up the vacated office by appointing the retiring Director orsome other person thereto.
Retiring Directors toremain in office tillsuccessorsappointed	146	If the place of the retiring Director is not so filled up and the meeting has notexpressly resolved not to fill the vacancy, the meeting shall stand adjourned till thesame day in the next week, at the same time and place, or if that day is a publicholiday, till the next succeeding day which is not a public holiday, at the same timeand place, and if at the adjourned meeting also, the place of the retiring Director isnot filled up and that meeting also has not expressly resolved not to fill the vacancy,the retiring Director shall be deemed to have been re-appointed at the adjournedmeeting, unless:
		(i)	at that meeting or at the previous meeting, a resolution for the re-appointmentof such Director has been put to the meeting and lost;
		(ii)	the retiring Director has, by a notice in writing addressed to the Company orthe Board of Directors, expressed his unwillingness to be so re-appointed;

12	The following Article 142 has been replaced by the above new Article 142 pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad inconnectionwith the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
	142.	At every Annual General Meeting of the Company other than the first Annual General Meeting, one-third of such of the Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office. The Debenture Directors and the Nominee Directors, subject to Article 151, shall not be subject to the retirement under this Article.

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	(iii)	he is not qualified or is disqualified for appointment;
	(iv)	a Resolution, whether Special or Ordinary, is required for his appointment byvirtue of any provisions of the Act;
	(v)	the provision to sub-article (b) or sub-article (c) of Article 147 is applicable tothe case.
147.	(a)	At every Annual General Meeting of the Company, a motion shall not bemade for the appointment of two or more persons as Directors of the Companyby a single resolution, unless a resolution that it shall be so made has firstbeen agreed to by the meeting without any vote being given against it.	Appointment ofDirectors to be votedon individually
	(b)	A resolution moved in contravention of sub-article (a) above shall be voidwhether or not objection was taken at the time to its being so moved. Providedthat where a resolution so moved is passed, no provision for the automaticre-appointment of retiring Director, in default of another appointment shallapply.
	(c)	For the purposes of this Article, a motion for approving a person’s appointmentor for nominating a person for appointment shall be treated as a motion for hisappointment.
148.	Subject to the provisions of Sections 252, 255 and 259 of the Act, the Companymay, by Ordinary Resolution from time to time increase or reduce the number ofDirectors.		Company mayincrease or reduce thenumber of Directors
	Provided that any increase in the number of Directors except an increase which iswithin the permissible maximum shall not have any effect unless approved by theRegulatory Agencies whose approval is required under any law for the time beingin force.
149.	(a)	Subject to the provisions of the said Acts and these presents, no person, notbeing a retiring Director, shall be eligible for election to the office of Directorsat any General Meeting, unless he or some other Member intending to proposehim has, at least 14 days before the meeting, left at the office of the Companya notice in writing under his hand signifying his candidature for the office ofDirector or the intention of such Member to propose him along with a depositof such sum as may be prescribed which shall be refunded to such person or,as the case may be, to such Member, if the person succeeds in getting electedas a Director.	Right of personsother than retiringDirectors to stand forDirectorship
	(b)	The Company shall inform its Members of the candidature of a person for theoffice of Director or the intention of a Member to propose such person as acandidate for that office by serving individual notices on the Members notless than seven days before the meeting.
		Provided that it shall not be necessary for the Company to serve individualnotices upon the Members as aforesaid if the Company advertises suchcandidature or intention not less than seven days before the meeting in atleast two newspapers circulating in the place where the Registered Office ofthe Company is located, of which one is published in the English languageand the other in the regional language of that place.

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		(c)	Every person (other than a Director retiring by rotation or otherwise or a personwho has left at the office of the Company a notice under Section 257 of the Actsignifying his candidature for the office of a Director) proposed as a candidatefor the office of a Director shall sign and file with the Company his consent inwriting to act as a Director, if appointed.
		(d)	The Company shall ensure that the appointment of Directors of the Companyin General Meeting and 13appointment of the Non-rotational Directors andtheir retirement shall be in accordance with the provisions of the said Acts.
		(e)	A person, other than:
			(i)	a Director re-appointed after retirement by rotation or immediately onthe expiry of his term of office; or
			(ii)	an Additional or Alternate Director or a person filling a casual vacancy inthe office of a Director under Section 262 of the Act, appointed as aDirector or re-appointed as an Additional or Alternate Director immediatelyon the expiry of his term of office; or
			(iii)	a person named as Director of the Company under this Article as firstregistered Shall not act as a Director of the Company unless he has,within 30 days of his appointment, signed and filed with the Registrar hisconsent in writing to act as such Director.
Removal of Directors	150.	(a)	The Company may subject to the provisions of Section 284 of the Act, byOrdinary Resolution remove a Director (not being a Debenture Director or a14Non-Rotational Director) before the expiry of his period of office.
		(b)	Special Notice shall be required of any resolution to remove a Director underthis Article or to appoint somebody instead of a Director so removed at themeeting at which he is removed.
		(c)	On receipt of notice of a resolution to remove a Director under this Article, theCompany shall forthwith send a copy thereof to the Director concerned andthe Director (whether or not he is a Member of the Company) shall be entitledto be heard on the resolution at the meeting.
		(d)	Where notice is given of a resolution to remove a Director under this Articleand the Director concerned makes with respect thereto representations inwriting to the Company (not exceeding a reasonable length) and requeststheir notification to Members of the Company, the Company shall, unless therepresentations are received by it too late for it to do so:
			(i)	in any notice of the resolution given to Members of the Company, statethe fact of the representations having been made; and
			(ii)	send a copy of the representations to every Member of the Company towhom notice of the meeting is sent (whether before or after receipt of

13	The words “nomination of ICICI Directors by ICICI” have been replaced with the words “appointment of the Non-Rotational Directors” pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
14	The words “Nominee Director” have been replaced with the words “Non-Rotational Director” pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

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	the representations by the Company) and if a copy of the representationis not sent as aforesaid because they were received too late or becauseof the Company’s default, the Director may (without prejudice to hisright to be heard orally) require that the representations shall be readout at the meeting.
	Provided that, copies of the representations need not be sent out andthe representations need not be read out at the meeting, if on theapplication either of the Company or of any other person who claims tobe aggrieved, the Company Law Board is satisfied that the rightsconferred by this sub-article are being abused to secure needlesspublicity for defamatory matter.
(e)	A vacancy created by the removal of a Director under this Article may, if hehad been appointed by the Company in General Meeting or by the Board, befilled by the appointment of another Director in his stead, by the meeting atwhich he is removed, provided Special Notice of the intended appointmenthas been given under sub-article (b) above. A Director so appointed shallhold office until the date up to which his predecessor would have held officeif he had not been removed as aforesaid.
(f)	If the vacancy is not filled under sub-article (e) of this Article, it may be filledas a casual vacancy in accordance with the provisions so far as they may beapplicable of Article 136 and all the provisions of that Article shall applyaccordingly.
	Provided that the Director who was removed from office shall not bereappointed as a Director by the Board of Directors.

CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR -MANAGING DIRECTOR - WHOLE-TIME DIRECTOR
15151	(a)	Subject to the provisions of the said Acts and these presents, the Board ofDirectors of the Company shall be entitled to appoint from time to time, oneor more of the Non-Rotational Directors to act as the Whole-time or ExecutiveChairman and Managing Director or Part-time Chairman or Whole-timeChairman (hereinafter referred to as the “Executive Chairman”) or a ManagingDirector or Managing Director(s) and/or Whole-time Director or Whole-timeDirector(s) of the Company (hereinafter referred to as the “Managing Director”)for such term not exceeding five years at a time as the Board of Directorsmay think fit to manage the affairs and business of the Company and mayfrom time to time (subject to provisions of any contract between him and theCompany) may remove or dismiss him or them from office and appoint anotherin his place.	Board may appointChairman, ManagingDirector(s) orWhole-time Director(s)

15 The following Article 151(a) has been replaced by the above new Article 151(a) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

151(a) Subject to the provisions of the said Acts and these presents, ICICI shall be entitled to appoint from time to time, one or more of the ICICI Directors to be Chairman and Managing Director of the Company to act as the Whole-time or Executive Chairman and Managing Director of the Company (hereinafter referred to as the ‘Executive Chairman’) or a Managing Director or Managing Directors and/or Whole-time Director or Whole-time Directors of the Company (hereinafter referred to as the ‘Managing Director’) for such term not exceeding five years at a time as ICICI may think fit to manage the affairs and business of the Company and may from time to time (subject to provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places.

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	16[(b) and (c) ...] deleted
What provisions they will be subject to	(d)	Subject to the provisions of the said Acts and these presents, the Executive Chairman or the Managing Director shall not, while he continues to hold that office, be subject to retirement by rotation under Article 142, but he shall be subject to the provisions of any contract between him and the Company and be subject to the same provisions as to the resignation and removal as the other Directors of the Company and he shall ipso facto and immediately cease to be an Executive Chairman or Managing Director if he ceases to hold the office of Director from any cause, provided that if at any time the number of Directors (including Executive Chairman or Managing Director) as are not subject to retirement by rotation shall exceed one-third of the total number of the Directors for the time being, then the Executive Chairman or Managing Director or any of them as the Directors may from time to time determine shall be liable to retirement by rotation in accordance with Article 142 to the intent that the number of Directors not liable to retirement by rotation shall not exceed one-third of the total number of Directors for the time being.
Remuneration of Managing or Whole- time Director(s)	(e)	The remuneration of the Managing Director or Whole-time Director shall (subject to Section 309 of the Act and other applicable provisions of the said Acts and these Articles and of any contract between him and the Company) be fixed by the Directors, from time to time and may be by way of fixed salary and/or perquisites or commission on profits of the Company or by participation in such profits or by any or all these modes or any other mode not expressly prohibited by the Act.
	(f)	Subject to sub-article (d) above, the Managing Director(s) and/or Whole-time Director(s) so appointed shall not be liable to retire at any General Meeting of the Company.
	(g)	Subject to the provisions of Sections 198, 269, 309, 310 and 311 of the Act and also subject to the limitations, conditions and provisions of Schedule XIII of the Act, the appointment and payment of remuneration to the Executive Chairman or Managing Director(s) shall be subject to approval of the Members in General Meeting.
	(h)	Subject to the superintendence, control and direction of the Board, the day-to-day management of the Company shall be in the hands of the Executive Chairman or Managing Director, with power to the Board to distribute such day-to-day management functions in any manner as deemed fit by the Board, subject to the provisions of the Act and these presents and shall also be subject to the provisions of the Banking Regulation Act, 1949.
	(i)	The Executive Chairman or Managing Director shall not exercise the powers to:
		(i)     make calls on shareholders in respect of any money unpaid on the shares in the Company;

16	The following Articles 151(b) and 151(c) have been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
	151(b)	If ICICI has not nominated Executive Chairman or Managing Director as provided in sub-article (a) above, then subject to the provisions of the said Acts and these presents, the Board of Directors of the Company shall have the power to appoint from time to time one or more of their body to be the Executive Chairman or Managing Director as the case may be.
	151(c)	Unless ICICI has exercised its rights to appoint the Executive Chairman as provided in sub-article (a) above, ICICI shall have the right to appoint a Non-executive Chairman.

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		(ii)	issue debentures; and except to the extent mentioned in the Resolution passed at the Board Meeting under Section 292 of the Act, shall also not exercise the powers to :
		(iii)	borrow moneys, otherwise than on debenture;
		(iv)	invest the funds of the Company; and
		(v)	make loans, give credits or sign credit notes exceeding an amount fixed by the Board from time to time.
	PROCEEDINGS OF DIRECTORS’ MEETINGS
152.	The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit.			Meeting of Directors
	Provided, however, that the meeting of the Board of Directors shall be held at least once in every three calendar months and at least four such meetings shall be held every year.
153.	The Chairman may at any time and the Manager, Secretary or such other officer of the Company as may be authorised by the Directors shall upon the requisition of a Director convene a meeting of the Board.			When meeting to be convened
154.	Notice of every meeting of the Board of Directors of the Company shall be given in writing to every Director for the time being in India and at his usual address in India to every other Director.			Notice of meeting
155.	Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be one-third of its total strength excluding Directors, if any, whose places may be vacant at the time and any fraction contained in that one-third being rounded off as one or two Directors, whichever is higher. Provided that where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strength of the number of remaining Directors, that is to say, the number of Directors who are not interested, present at the Meeting being not less than two, shall be the quorum during such time.			Quorum and its competence to exercise powers
	17[...] deleted
	For the purposes of this Article:
	(i)	“total strength” means the total strength of the Directors of the Company as determined in pursuance of the Act, after deducting therefrom the number of the Directors, if any, whose places may be vacant at the time;
	(ii)	“interested Director” means any Director whose presence cannot by reason of Article 140 count for the purpose of forming a quorum at a meeting of the Board, at the time of the discussion or vote on any matter.

17 The following para of Article 155 has been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited. “Provide further, that no quorum for a Meeting of the Board shall be constituted and no such meeting shall proceed to transact any business unless at least one ICICI Director or his Alternate are present at such meeting, except where for a particular meeting the said requirement for a quorum is waived in writing by the ICICI Directors or their Alternates.”

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Procedure where meeting adjourned for want of quorum	156.	(a)	If a meeting of the Board could not be held for want of quorum, then, unless the Directors present at such meeting otherwise decide, the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday at the same time and place.
		(b)	The provisions of Article 152 shall not be deemed to have been contravened merely by reason of the fact that a meeting of the Board which had been called in compliance with the terms of that Article could not be held for want of a quorum.

Directors may appoint Committees 18157. The Directors may subject to the provisions of the Act delegate any of their powers to Committees consisting of Directors and/or such other person or persons as they think fit, and they may from time to time revoke and substitute such delegation. Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors. All acts done by any such Committee in conformity with such regulations and in fulfilment of the purposes of its appointment but not otherwise, shall have the force and the effect as if done by the Board.

Meetings of Committees how to be governed 158. The meetings and proceedings of any such Committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto and are not superseded by any  regulations made by the Directors under Article 157.

Chairman to preside over meetings of Board	19159	(a)	All meetings of the Directors shall be presided over by the Chairman if present, but if at any meeting of Directors, the Chairman be not present, at the time appointed for holding the same, then and in that case the Managing Director shall be entitled to be the Chairman of such meeting, failing which the Board shall choose one of the Non-Rotational Directors then present to preside at the meeting.
Questions at Board Meetings to be decided		(b)	Subject to the provisions of Sections 316, 372(5) and 386 of the Act, any question arising at any meeting of the Board shall be decided by a majority of votes and in case of equality of votes, the Chairman shall have second or casting vote.
Powers to be exercised at meeting	160.		The meeting of the Board of Directors for the time being at which quorum is present, shall be able to exercise all or any of the authorities, powers and discretion which by or under the Act or these presents are vested in or exercisable by the Board of Directors generally.
Certain powers to be exercised by Board at meeting only	161.	(a)	The Board shall exercise the following powers on behalf of the Company, and it shall do so only by means of resolutions passed at its meetings:

18 The following Article 157 has been replaced by the above new Article 157 pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited

157. Subject to the restrictions contained in Section 292 of the Act, the Board may delegate any of their powers to the Committees of the Board consisting of at least the Chairman or the Managing Director of the Company and one ICICI Director (other than Chairman or Managing Director); and the Board may from time to time revoke and discharge such Committee of the Board either wholly or in part and either as to persons or purposes, but every Committee of the Board so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the Board. All acts done by any such Committee of the Board in conformity with such regulations and in fulfilment of the purposes of its appointment but not otherwise, shall have the force and effect as if done by the Board. The quorum for a meeting of such a Committee shall be two.

19 The following Article 159(a) has been replaced by the above new Article 159(a) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

159(a) All meetings of the Directors and the Committee shall be presided over by the Chairman. If at any meeting the Chairman is not present within fifteen minutes of the time appointed for holding the same, the Directors present shall choose one of the other ICICI Directors to be Chairman of such meeting.

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		(i)	the power to make calls on shareholders in respect of money unpaid on their shares;
		(ii)	the power to issue debentures;
		(iii)	the power to borrow moneys otherwise than by debentures;
		(iv)	the power to invest the funds of the Company; and
		(v)	the power to make loans.
	(b)	Provided that the Board may, by a resolution passed at a meeting, delegate to any Committee of Directors, the Managing Director, the Manager or any other principal officer of the Company or in the case of a branch office of the Company, to a principal officer of the branch office, the powers specified in clauses (iii), (iv) and (v) of sub-article (a) above to the extent and subject to the conditions specified in Section 292 of the Act.
	20[(c)...] deleted
162.	The Board shall not, except with the consent of the Company, in General Meeting:			Consent of the Company necessary for exercise of certain powers
	(a)	Sell, lease or otherwise dispose of the whole or substantially the whole, of the undertaking of the Company or where the Company owns more than one undertaking of the whole or substantially the whole, of any such undertaking.
	(b)	Remit or give time for the repayment of, any debt due by a Director.
	(c)	Invest, otherwise than in trust securities, the amounts of compensation received by the Company in respect of the compulsory acquisition of any such undertaking as is referred to in sub-article (a) or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time.
	(d)	Borrow moneys where the moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose or;
		(i)	the expression “temporary loans” means loans repayable on demand or within six months from the date of the loan or such higher term, discounting of bills and issues of other short-term loans of a seasonal nature, but does not include loans raised for the purpose of financing expenditure of capital nature; and

20 The following Article 161(c) has been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

161(c) Notwithstanding anything contained in sub-article (a) above, the following matters can be considered only at a meeting of the Board of Directors or Committee of Directors of the Company at which at least one ICICI Director is present, hereinafter referred to as the “Fundamental Matters”. Resolutions on Fundamental Matters shall not be effective unless there is a favourable vote of the majority of ICICI Directors present at the meeting:

(i) any decision to alter or amend or authorize additional business activities in which the Company may participate;

(ii) any amendment to the Memorandum or Articles of Association of the Company or any change in the authorized or issued share capital of the Company;

(iii) any merger involving the Company, any acquisition of property or asset by the Company or any significant sale of or other disposition by the Company of any property or asset, in either case, where the consequence thereof might have a material effect on the income or financial position of the Company or any liquidation, dissolution or bankruptcy of the Company.

(iv) The establishment of any subsidiary, any significant sale or contribution or other disposition of property or asset to a subsidiary of the Company and the exercise by the Company of any shareholder’s voting rights for shares of any subsidiary;

(v) any determination of maximum exposure limit with respect to categories of the Company’s activities;

(vi) the selection and replacement of the Auditors of the Company; and

(vii) any determination of broad policies regarding staffing, employment and codes of conduct.

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			(ii)	accepting deposits by the Company shall not be considered as the Company having borrowed moneys for the purpose of this Article.
		(e)	Contribute to charitable and other funds not directly relating to the business of the Company or the welfare of its employees, any amounts the aggregate of which will, in any financial year, exceed the prescribed limits.
Acts of Board or Committees valid notwithstanding defect of appointment	163.	All acts done by any meeting of the Board or of a Committee thereof or by any person acting as a Director, shall be valid notwithstanding that it may be afterwards discovered that the appointment of any one or more of such Directors or of any person acting as aforesaid, was invalid by reason of defect or disqualification or had terminated by virtue of any provision contained in the Act or these presents. Provided that nothing in this Article shall be deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have terminated.
Resolution by Circular	164.	No Resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation, unless the Resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors, or to all the Members of the Committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other Directors or Members, at their usual address in India and has been approved by such of the Directors as are then in India or by a majority of such of them, as are entitled to vote on the Resolution.
Reconstitution of the Board	165.	(a)	If the requirements as to the constitution of the Board as laid down in any of the said Acts are not fulfilled at any time, the Board shall reconstitute such Board so as to ensure that such requirements are fulfilled.
		(b)	If, for the purpose of reconstituting the Board under sub-article (a) above, it is necessary to retire any Director or Directors, the Board shall, by lots drawn at a Board Meeting, decide which Director or Directors shall cease to hold office and such decision shall be binding on every Director.
		(c)	Every Director, if he is appointed under any casual or other vacancy, shall hold office until the date up to which his predecessor would have held office, if the election had not been held or, as the case may be, the appointment had not been made.
		(d)	No act or proceeding of the Board of Directors of the Company shall be invalid by reason only of any defect in the composition thereof or on the ground that it is subsequently discovered that any of its Members did not fulfill the requirements of this Article.
	POWERS OF DIRECTORS
General powers of Company vested in Directors	166.	(a)	Subject to the provisions of the said Acts, the Board of Directors shall be entitled to exercise all such powers and to do all such acts and things, as the Company is authorised to exercise and do. Provided that the Board shall not exercise any power to do any act or thing which is directed or required, by any act or by the Memorandum or Articles of the Company or otherwise, to be exercised or done by the Company in General Meeting.

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			Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in any Act or in the Memorandum or Articles of the Company or in any regulations not inconsistent therewith and duly made thereunder including regulations made by the Company in General Meeting.
		(b)	No regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
167.	Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these presents but subject, however, to the provisions of the Act, the Memorandum and these presents it is hereby expressly declared that the Directors shall have the following powers:			Specific powers given to Directors
	(a)	To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company.		To pay costs of incorporation
	(b)	To have an Official Seal for use abroad.		Seal abroad
	(c)	To purchase or otherwise acquire for the Company any property rights or privileges which the Company is authorised to acquire at such price and generally on such terms and conditions as they think fit.		Acquiring properties, rights, etc.
	(d)	At their discretion to pay for any property or rights or privileges acquired by or services rendered to the Company, either wholly or partially in cash or in shares, bonds, debentures, debenture stock or other securities of the Company and any such shares may be issued either as fully paid-up or with such amount credited as paid-up thereon as may be agreed upon and any such bonds, debentures, debenture stock or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.		To pay for property
	(e)	To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as they may think proper all or any part of the buildings, machinery, goods, stores, produce and other movable property of the Company either separately or jointly; also to insure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power.		To insure properties
	(f)	To open accounts with any bank or bankers or with any company, firm or individual and to pay money into and draw money from any such account from time to time as the Directors may think fit.		To open bank accounts
	(g)	To the extent permissible under the said Acts, to secure the fulfilment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such other manner as they think fit.		To secure contracts by mortgage
	(h)	To attach to any shares issued as the consideration or part of the consideration for any contract with or property acquired by the Company or in payment for services rendered to the Company, such conditions as to the transfer thereof as they think fit.		To attach conditions

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To accept surrender of shares	(i)	To accept from any Member, on such terms and conditions as shall be agreed, a surrender of his shares or stock or any part thereof.
To appoint trustees	(j)	To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company or in which it is interested or for any other purposes and to execute and do all such acts and things as may be requisite in relation to any such trust and to provide for the remuneration of such trustee or trustees.
To institute, act, conduct legal proceedings	(k)	To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debt due or of any claims or demands by or against the Company.
To refer to arbitration	(l)	To refer any claim or demand by or against the Company to arbitration and observe and perform the awards.
To act in matters of bankruptcy and insolvency	(m)	To act on behalf of the Company in all matters relating to bankruptcy and insolvency.
To give receipts	(n)	To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company.
To determine who shall be entitled to sign on Company’s behalf	(o)	To determine from time to time who shall be entitled to sign on the Company’s behalf bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents.
To invest moneys	(p)	To invest and deal with any of the moneys of the Company whether or not immediately required for the purposes thereof, upon such securities and in such manner as they may think fit and from time to time to vary or realise such investments.
To give security by way of indemnity	(q)	To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property (present and future) as they think fit and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed on.
To give interest in particular business or transaction, etc.	(r)	To give to any Director, officer or other person employed by the Company an interest in any particular business or transaction or otherwise or a share in the general profits of the Company and such interest, commission or share of profits shall be treated as a part of the working expenses of the Company. Provided that the share of general profits of the Company payable to the Directors or to the officers of the Company or such other person shall not exceed in the aggregate a sum equivalent to three per cent of the net profits of the Company as determined in accordance with the provisions of Sections 349 and 350 of the Act. Provided, further, that this limitation or restriction on the percentage of net profits shall not be applicable to any distribution of a general bonus to employees of the Company.

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(s)	To provide for the welfare of employees or ex-employees of the Company or its predecessors in business and the spouse, widow or widower, father (including stepfather), mother (including stepmother), brother (including stepbrother), sister (including stepsister), son (including stepson), daughter (including stepdaughter), son’s widow, daughter’s widower, deceased son’s children, deceased daughter’s children or the dependents of such employees or ex-employees by building or contributing to the building of houses or dwellings or by grant of money, pensions, allowances, bonus or other payments or by building or contributing to the building of houses or dwelling or by creating and from time to time subscribing or contributing to provident funds and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and to subscribe or contribute to or otherwise assist charitable, benevolent, national and/or other institutions or objects.	To provide for the welfare of employees, etc.
(t)	Subject to the provisions of the Act and these presents to subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object or for any exhibition or to any institution, club, society or fund.	To subscribe to charitable funds
(u)	The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they may think proper for depreciation or to a Depreciation Fund or as reserve or to a Reserve Fund or Sinking Fund or any Special Fund to meet contingencies or to repay preference shares or debentures or for payment of dividends or for equalising dividends or for repairing, improving, extending and maintaining any part of the property of the Company or for such other purposes as the Directors may, in their absolute discretion, think conducive to the interests of the Company; and the Directors may invest the several sums so set aside or so much thereof as required to be invested upon such investments (subject to the restrictions imposed by the Act) as the Directors may think fit and from time to time deal with and vary such investments and dispose of and apply and expend all or any part thereof for the benefit of the Company, in such manner and for such purposes as the Directors (subject to such restrictions as aforesaid), in their absolute discretion, think conducive to the interests of the Company notwithstanding that the matters to which the Directors apply or upon which they expend the same, or any part thereof may be matters to or upon which the capital moneys of the Company might rightly be applied or expended; and the Directors may divide the reserve or any fund into such special funds and transfer any sum from one fund to another as the Directors may think fit and may employ the assets constituting all or any of the above funds, including the Depreciation Fund, in the business of the Company or in the purchase or repayment of preference shares or debentures and that without being bound to keep the same separate from the other assets and without being bound to pay interest on the same, with power, however, to the Directors, at their discretion, to pay or allow to the credit of such fund interest at such rate as the Directors may think proper, not exceeding five per cent per annum.	To establish revenue fund
(v)	To appoint and, at their discretion, remove or suspend such committee or committees of experts, technicians or advisers or such manager(s), officer(s), clerk(s), employee(s) and agent(s) for permanent, temporary or special services as they may from time to time think fit and to determine their powers and duties and fix their salaries and emoluments and require security in such	To appoint officers, etc.

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		instances and to such amounts as they may think fit and also without prejudiceas aforesaid from time to time to provide for the management and transactionof the affairs of the Company in any specified locality in India and the provisionscontained in sub-articles (y) and (z) of this Article following shall be withoutprejudice to the general powers conferred by this sub-article.
To ensure compliance of local laws	(w)	To comply with the requirements of any local law which, in their opinion, itshall, in the interest of the Company, be necessary or expedient to complywith.
To establish Local Boards	(x)	From time to time and at any time to establish any Local Board for managingany of the affairs of the Company in any specified locality in India or elsewhereand to appoint any persons to be members of any Local Boards and to fix theirremuneration. And from time to time and at any time, but subject to theprovisions of Section 292 of the Act and these presents to delegate to anyperson so appointed any of the powers, authorities and discretions for thetime being vested in the Directors and to authorise the members for the timebeing of any such Local Board or any of them to fill up any vacancies thereinand to act notwithstanding vacancies and any such appointment or delegationmay be made on such terms and subject to such conditions as the Directorsmay think fit and the Directors may at any time remove any person so appointedand may annul or vary any such delegation. Any such delegate may beauthorised by the directors to subdelegate all or any of the powers, authoritiesand discretions, for the time being, vested in them.
To appoint attorneys	(y)	At any time and from time to time but subject to the provisions of Section 292of the Act and these presents by Power of Attorney to appoint any person orpersons to be the attorney or attorneys of the Company for such purposes andwith such powers, authorities and discretions (not exceeding those vested inor exercisable by the Directors under these presents) and for such period andsubject to such conditions as the Directors may from time to time think fit andany such appointment (if the Directors think fit) may be made in favour of themembers or any of the members of any Local Board established as aforesaidor in favour of any company or the Members, Directors, nominees or managersof any company or firm or otherwise in favour of any fluctuating body or anypersons whatsoever whether nominated directly or indirectly by the Directorsand any such Power of Attorney may contain such powers for the protection orconvenience of persons dealing with such attorneys as the Directors maythink fit.
Delegation of powers	(z)	Subject to the provisions of the Act and these presents, to delegate the powers,authorities and discretions vested in the Directors to any person, firm, companyor fluctuating body of persons as aforesaid.
Sub-delegation of powers		(aa)	Any such delegate or attorney as aforesaid may be authorised by theDirectors to subdelegate all or any of the powers, authorities anddiscretions for the time being vested in him.
To enter into contracts		(ab)	Subject to the provisions of the Act, to enter into all such negotiationsand contracts and rescind and vary all such contracts and execute anddo all such acts, deeds and things in the name and on behalf of theCompany as they may consider expedient for or in relation to any of thematters aforesaid or otherwise for the purposes of the Company.

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		(ac)	Subject to the provisions of the Act, to give in the name and on behalf of the Company such indemnities and guarantees as may be necessary.
		(ad)	From time to time to make, vary and repeal any by-law, regulations and other rules, guidelines or instructions for regulating the business of the Company, its officials, the employees and other persons having dealings with the Company.
168.	The Directors shall comply with the provisions of Sections 159, 295, 297, 299, 303, 305, 307 and 308 of the Act.			Provisions of the Act to be complied with by Directors
	MINUTES
169.	The Company shall cause Minutes of all proceedings of every meeting of the Board of Directors and all Committees of the Board to be duly entered in a book or books for that purpose maintained in such form and manner as may be permitted in law from time to time, including but not limited to loose leaf volumes. The Minutes shall contain:			Minutes of proceedings of the Board of Directors and the Committees

	(i)	a fair and correct summary of the proceedings at the Meeting;
	(ii)	the names of the Directors present at the meeting of the Board of Directors or of any Committee of the Board;
	(iii)	all decisions taken by the Board and Committee of the Board and all appointments of officers and Committee of Directors;
	(iv)	all resolutions and proceedings of meetings of the Board and the Committees of the Board; and
	(v)	in the case of each resolution passed at a meeting of the Board or Committee of the Board, the names of the Directors, if any, dissenting from or not concurring in the Resolution.
170.	Any Minutes of any meeting of the Board or of any Committee of the Board, shall be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting and such Minutes shall for all purposes whatsoever be prima facie evidence of the actual passing of the resolutions recorded and the actual and regular transaction or occurrence of the proceedings so recorded and of the regularity of the meeting at which the same shall appear to have taken place.		By whom Minutes to be signed and the effect thereof
	THE SEAL
171.	(a)	The Directors shall provide a Common Seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof and the Directors shall provide for the safe custody of the Seal.	The Seal, its custody and use
	(b)	The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a Committee of the Board authorised by it in that behalf and except in the presence of at least one Director and the Secretary or such other person as the Board may appoint for the purpose and the said Director and the Secretary or such other person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence.

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	ESTABLISHMENT OF RESERVE FUND
Reserve Funds	172.	The Company shall create a Reserve Fund and shall, out of the balance of profit ofeach year as disclosed in the Profit and Loss Account and before any dividend isdeclared, transfer to the Reserve Fund equivalent to not less than 20 per cent ofsuch profit or such other percentage as may be notified by any Regulatory Agency.
	DIVIDENDS
Division of profit	173.	The profits of the Company, subject to the provisions of the Act, the Memorandumand these presents, shall be divisible among the Members in proportion to theamount of capital paid-up on the shares held by them, respectively.
Capital paid up inadvance at interestnot to earn dividend	174.	Where capital is paid up in advance of calls upon the footing that the same shall carryinterest such capital shall not, whilst carrying interest, confer a right to dividend or toparticipate in profits.
Dividends inproportion toamount paid up	175.	The Company may pay dividends in proportion to the amount paid up or credited aspaid up on each share where a larger amount is paid up or credited as paid up onsome shares than on others.
Declaration ofdividend and writingoff capitalisedexpenses	176.	(a)	The Company, before declaring any dividend on its shares for each year, shalltransfer to Reserve Fund an amount specified in these presents and requiredby or under any directions issued under the said Acts and shall also completelywrite off all its capitalised expenses (including preliminary expenses, shareselling commission, brokerage, amount of losses incurred and any other itemof expenditure not represented by tangible assets).
Power to declaredividend withoutwriting off		(b)	Provided, however, that the Company may pay dividends on its shares withoutwriting off:
			(i)	the depreciation, if any, in the values of its investments in approvedsecurities in any case where such depreciation has not actually beencapitalised or otherwise accounted for as a loss;
			(ii)	the depreciation, if any, in the value of its investments in shares,debentures or bonds (other than approved securities) in any case whereadequate provision for such depreciation has been made to thesatisfaction of the Company; and
			(iii)	the bad debts, if any, in any case where adequate provision for such debts has been made to the satisfaction of the Auditors of the Company.
The Company inGeneral Meeting maydeclare a dividend	177.	The Company in General Meeting may, subject to the provisions of the said Acts,declare a dividend to be paid to the Members according to their respective rightsand interests in the profits and may fix the time for payment.
No larger dividendthan recommendedby Directors, etc.	178.	No larger dividend shall be declared than is recommended by the Directors but theCompany in General Meeting may declare a smaller dividend. Subject to theprovisions of Section 205 of the Act, no dividend shall be payable except out of theprofits of the year or any other undistributed profits. The declaration of the Directorsas to the amount of the net profits of the Company shall be conclusive.

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179.	Subject to the provisions of the said Acts and these presents, the Directors mayfrom time to time pay to the Members such interim dividends as in their judgementthe position of the Company justifies. Such interim dividend may be declared atany time and shall be set off against the final dividend for the relevant period.		Interim dividend
180.	Subject to the provisions of the said Acts, the Directors may retain the dividendspayable in respect of which any person is, under the Transmission Clause, entitledto become a Member or which any person under that Clause is entitled to transferuntil such person shall become a Member in respect of such shares or shall dulytransfer the same.		Retention of dividends
181.	Subject to the provisions of the said Acts, no Member shall be entitled to receivepayment of any interest or dividend in respect of his share or shares whilst anymoney may be due or owing from him to the Company in respect of such share orshares or otherwise howsoever either alone or jointly with any other person orpersons and the Directors may deduct from the interest or dividend payable to anyMember all sums of money so due from him to the Company.		No Member to receivedividend whilstindebted to theCompany andCompany’s right ofreimbursement thereof
182.	Where any instrument of transfer of shares has been delivered to the Company forregistration and the transfer of such shares has not been registered by the Company,it shall, notwithstanding anything contained in any other provision of the Act:		Transfer of sharesmust be registered
	(a)	Transfer the dividend in relation to such shares to the special account referredto in Section 205A of the Act unless the Company is authorised by theregistered holder of such shares in writing to pay such dividend to thetransferee specified in such instrument of transfer; and
	(b)	Keep in abeyance in relation to such shares any offer of rights shares underclause (a) of sub-section (1) of Section 81 and any issue of fully paid-upbonus shares in pursuance of sub-section (3) of Section 205 of the Act.
183.	Unless otherwise directed, any dividend may be paid by cheque or warrant sentthrough the post to the registered address of the Member or person entitled theretoor, in case of joint-holders, to that one of them first named in the Register in respectof the jointholding. Every such cheque shall be made payable to the order of theperson to whom it is sent. The Company shall not be liable or responsible for anycheque or warrant lost in transmission or for any dividend lost by the Member orperson entitled thereto by the forged endorsement of any cheque or warrant or thefraudulent or improper recovery thereof by any other means.		Dividends howremitted

184.	(a)	Subject to the provisions of Section 205A of the Act, if the Company hasdeclared a dividend but which has not been paid or claimed within 42 daysfrom the date of declaration to any shareholder entitled to the payment ofthe dividend, the Company shall, within seven days from the date of expiryof the said period of 42 days, transfer the total amount of dividend whichremains unpaid or unclaimed within the said period of 42 days to a specialaccount in that behalf in any scheduled bank called the “Unpaid DividendAccount of ICICI Bank Limited.”	Unclaimed dividends
	(b)	Any money transferred to the Unpaid Dividend Account of the Company which remains unpaid or unclaimed for a period of three years from the date of such transfer, shall be transferred by the Company to the general revenue account of the Central Government. A claim to any money so transferred to

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		the general revenue account may be preferred to the Central Government by the shareholders to whom the money is due. No unclaimed dividend shall be forfeited till the claim thereto becomes barred by law.
Dividend and call together	185.	Any General Meeting declaring a dividend may make a call on the Members in respect of moneys unpaid on shares for such amount as the meeting fixes but so that the call on each Member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the Members, be set off against the call.
Special provision in reference to dividend	186.	No dividend shall be payable except in cash. Provided that nothing in this Article shall be deemed to prohibit the capitalisation of profits or reserves of the Company for the purpose of issuing fully paid-up bonus shares or paying up any amount for the time being unpaid on any shares held by the Members of the Company.
	CAPITALISATION
Capitalisation	187.	Any General Meeting may resolve that any moneys, investments or other assets forming part of the undivided profits standing to the credit of the reserve or Reserve Fund or any other fund of the Company or in the hands of the Company and available for dividend or representing premiums  received on the issue of shares and standing to the credit of the share premium account be capitalised-

(i)	by the issue and distribution as fully paid-up shares, debentures, debenture stock, bonds or other obligations of the Company; or
(ii)	by crediting shares of the Company which may have been issued to and are not fully paid up, with the whole or any part of the sum remaining unpaid thereon.

Such issue and distribution under (i) above and such payment to the credit of unpaid share capital under (ii) above shall be made to, among and in favour of the Members or any class of them or any of them entitled thereto and in accordance with their respective rights and interest and in proportion to the amount of capital paid-up on the shares held by them, respectively, in respect of which such distribution under (i) or payment under (ii) above shall be made on the footing that such Members become entitled thereto as capital. The Directors shall give effect to any such resolution and apply such portion of the profits or reserve or Reserve Fund or any other fund on account as aforesaid as may be required for the purpose of making payment in full for the shares, debentures or debenture stock, bonds or other obligations of the Company so distributed under (i) above or (as the case may be) for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid up under (ii) above.

Provided that no such distribution or payment shall be made unless recommended by the Directors and, if so recommended, such distribution and payment shall be accepted by such Members as aforesaid in full satisfaction of their interest in the said capitalised sum.

For the purpose of giving effect to any such resolution, the Directors may settle any difficulty which may arise in regard to the distribution or payment as aforesaid as they think expedient and, in particular, they may issue fractional certificates and

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	may fix the value for distribution of any specific assets and may determine that cash payments be made to any Members on the footing of the value so fixed and may vest any such cash, shares, debentures, debenture stock, bonds or other obligations in trustees upon such trusts for the persons entitled thereto as may seem expedient to the Directors and generally may make such arrangements for the acceptance, allotment and sale of such shares, debentures, debenture stock, bonds or other obligations and fractional certificates or otherwise as they may think fit. Subject to the provisions of the Act and these presents, in cases where some of the shares of the Company are fully paid and others are partly paid, only such capitalisation may be effected by the distribution of further shares in respect of the fully paid shares and by crediting the partly paid shares with the whole or part of the unpaid liability thereon but so that as between the holders of the fully paid shares and the partly paid shares the sums so applied in the payment of such further shares and in the extinguishment or diminution of the liability on the partly paid shares shall be so applied pro rata in proportion to the amount then already paid or credited as paid on the existing fully paid and partly paid shares, respectively. When deemed requisite a proper contract shall be filed in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the holders of the shares of the Company which shall have been issued prior to such capitalisation and such appointment shall be effective.
	ACCOUNTS
188.	(a)	The Directors shall cause true accounts to be kept of:	Accounts

(i)	all sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place;
(ii)	all sales and purchases of goods by the Company; and
(iii)	the assets, credits and liabilities of the Company and generally of all its commercial, financial and other affairs, transactions and engagements and of all other matters, necessary for showing the true financial state and condition of the Company and the accounts shall be kept in English in such manner as the Directors may deem fit; and the books of accounts shall be kept at the Office and/or at such other place or places in India as the Directors think fit and shall be open to inspection by any of the Directors and such other persons authorised under the Act during business hours.

	(b)	If the Company shall have a branch office, whether in or outside India, proper books of account relating to the transactions effected at the office shall be kept at that office and proper summarised returns, made up-to-date at intervals of not more than three months, shall be sent by the branch office to the Company at its Registered Office or other place in India as the Board thinks fit, where the main books of the Company are kept.
189.	Once at least in every calendar year the Directors shall lay before the Company in Annual General Meeting a Profit and Loss Account for financial year of the Company immediately preceding the financial year in which such meeting is held and a Balance Sheet containing a summary of the assets and liabilities of the Company made up as at the end of the last working day of that financial year or in case where an extension of time has been granted for holding the meeting up to such extended time and every such Balance Sheet, shall as required by Section 217 of the Act, be		Furnishing of statement of accounts and reports

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		accompanied by a report (to be attached thereto) of the Directors as to the state andcondition of the Company and as to the amount (if any) which they recommend tobe paid out of the profits by way of dividend and the amount (if any) set aside bythem for the Reserve Fund, general reserve or Reserve Account shown specificallyin the Balance Sheet or to be shown specifically in a subsequent Balance Sheet.
Form and contents ofBalance Sheet andProfit andLoss Account	190.	Every Balance Sheet and Profit and Loss Account of the Company shall give a trueand fair view of the state of affairs of the Company or its branch office and shall,subject to the provisions of Section 211 of the Act and to the extent they are notinconsistent with the Act, be in the forms set out in the Third Schedule of theBanking Act or as near thereto as circumstances admit.
Authentication ofBalance Sheet andother documents -copies thereof to besent to Members	191.	The Balance Sheet and the Profit and Loss Account shall be signed by at least threeDirectors, one of whom shall be a Managing Director or when only one Director isfor the time being in India, by such Director and by the Manager or Secretary. TheBalance Sheet and the Profit and Loss Account shall be approved by the Board ofDirectors before they are signed on behalf of the Board in accordance with provisionsof this Article and before they are submitted to the Auditors for their Report thereon.The Auditors’ Report shall be attached to the Balance Sheet and the Profit and LossAccount or there shall be inserted at the foot of the Balance Sheet and the Profit andLoss Account a reference to the Report. A copy of such Balance Sheet and the Profitand Loss Account so audited together with a copy of the Auditors’ Report and everyother document required by law to be annexed or attached to the Balance Sheetshall not less than 21 days before the meeting at which the same are to be laidbefore the Members of the Company, be subject to the provisions of Section 219 ofthe Act, sent to every trustee for the holders of any debenture and to all personsother than such Members or Trustees, being so entitled.
Copies of BalanceSheet, Profit and LossAccount and Auditors’Report shall be filedwith the Registrar	192.	After the Balance Sheet and Profit and Loss Account have been laid before theCompany at a General Meeting, three copies thereof signed by the Managing Director,the Manager or Secretary or if there be none of these by a Director of the Companyshall be filed with the Registrar together with the requisite returns in accordancewith the requirements of Sections 159 and 161 of the Act.
	AUDIT
Accounts to beaudited	193.	At least once in every year, the accounts of the Company shall be balanced andaudited and the correctness of the Profit and Loss Account and Balance Sheetascertained by one or more Auditor or Auditors to be appointed as required by thesaid Acts.
Appointment andqualification ofAuditors	194.	The Company, at each Annual General Meeting, shall appoint an Auditor or Auditorsto hold office from the conclusion of that meeting until the conclusion of the nextAnnual General Meeting. The appointment and the removal of Auditors and theperson who may be appointed as Auditors shall be as provided in Sections 224,224A, 225 and 226 of the Act and the relevant provisions of the Banking RegulationAct, 1949.
Branch audit	195.	The audit of the branch office, if any, of the Company shall be by and in the mannerprovided by Section 228 of the Act.
Remuneration ofAuditors	196.	The remuneration of the Auditors of the Company shall be fixed by the Company inGeneral Meeting or by the Board of Directors, if so authorised by the Company in

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	General Meeting except that the remuneration of any Auditors appointed to fill any casual vacancy, may be fixed by the Directors and where his appointment has been made by the Central Government, pursuant to Article 194, may be fixed by the Central Government.
197.	Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanations as may be necessary for the performance of the duties of the Auditors and the Auditors shall make a Report to the shareholders on the accounts examined by them and on every Balance Sheet and Profit and Loss Account and every other document declared by the Act to be part of or annexed to the Balance Sheet or Profit and Loss Account which are laid before the Company in General Meeting during their tenure of office and the Report shall state whether in their opinion and to the best of their information and according to the explanations given to them the said accounts give the information required by the said Acts in the manner so required and give a true and fair view :	Auditors: their Report, powers and duties

(a)	in the case of the Balance Sheet, of the state of the Company’s affairs as at the end of its financial year, and
(b)	in the case of the Profit and Loss Account, of the profit or loss for financial year. The Auditors’ Report shall also state:

(i)	Whether they had obtained all the information and explanations which to the best of their knowledge and belief were necessary for the purpose of their audit;
(ii)	Whether, in their opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from the examination of those books and proper returns adequate for the purpose of their audit have been received from the branches not visited by them; and
(iii)	Whether the Company’s Balance Sheet and Profit and Loss Account dealt with by the Report are in agreement with the books of accounts and returns. Where any of the matters referred to in items (i) and (ii) aforesaid are answered in the negative or with a qualification, the Auditors’ Report shall state the reason for the same. The Auditors’ Report shall be attached to the Balance Sheet and Profit and Loss Account or set out at the foot thereof and such Report shall be read before the Company in General Meeting and shall be open to inspection by any member of the Company.

198.	All notices of and other communications relating to any General Meeting of a Company which any Member of the Company is entitled to have sent to him shall also be forwarded to the Auditors of the Company; and the Auditors shall be entitled to attend any General Meeting and to be heard at any General Meeting which they attend on any part of the business which concerns them as Auditors.	Auditors’ right to attend meetings
199.	In addition to the matter which under the preceding Article the Auditor is required to state in his Report, he shall also state in his Report:	Additional information in Auditors’ Report

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		(i)	whether or not the information and explanations required by him have been found to be satisfactory;
		(ii)	whether or not the transactions of the Company which have come to his notice have been within the powers of the Company;
		(iii)	whether or not the returns received from branch offices of the Company have been found adequate for the purposes of his audit;
		(iv)	whether the Profit and Loss Account shows a true balance (profit or loss) for the period covered by such accounts;
		(v)	any other matter which he considers should be brought to the notice of the shareholders of the Company.
Reasons for qualifications in the Auditors’ Report	200.	Where any of the matters referred to in the Act hereof is answered in the negative or with a qualification, the Auditors’ Report shall state the reason for the answer.
No qualifying remark in Auditors’ Report for nondisclosure of certain information	201.	The accounts of the Company shall not be deemed as not having been and the Auditors’ Report shall not state that those accounts have not been properly drawn up on the ground merely that the Company has not disclosed certain matters if:
		(i)	those matters are such as the Company is not required to disclose by virtue of any provisions contained in the said Acts; and
		(ii)	those provisions are specified in the Balance Sheet and Profit and Loss Account of the Company.
Accounts when audited and approved to be conclusive except as to errors discovered within three months	202.	Every account, when audited and approved by a General Meeting, shall be conclusive except as regards any error discovered therein within three months after the approval thereof. Whenever any such error is discovered within that period, the account shall forthwith be corrected and henceforth shall be conclusive.
		NOTICES
Notice	203.	(a)	A notice (which expression for the purposes of these presents shall be deemed to include and shall include any summon, notice, process, order, judgement or any other document in relation to or in the winding up of the Company) may be given by the Company to any Member either personally or by sending it by post to him to his registered address or if he has no registered address in India to the address, if any, within India supplied by him to the Company for the giving of notices to him.
		(b)	Where a notice is sent by post, the service of such notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice. Provided that where a Member has intimated to the Company in advance that documents should be sent to him under a certificate of posting or by registered post with or without acknowledgement due and has deposited with the Company a sum sufficient to defray the expenses of doing so, service of the document or notice shall not be deemed to be effected unless it is sent in the manner intimated by the Member.

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204.	If a Member has no registered address in India and has not supplied to the Company an address within India for the giving of notices to him a notice advertised in a newspaper circulating in the neighbourhood of the Registered Office shall be deemed to be duly given to him on the day on which the advertisement appears.		Notice on Members having no registered address
205.	A notice may be given by the Company to the persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in a pre-paid letter addressed to them by name or by the title of representatives of the deceased or assignee of the insolvent or by any like description at the address (if any) in India supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred.		Notice on persons acquiring shares on death or insolvency of Members
206.	Subject to the provisions of the Act and these presents, notice of every General Meeting shall be given in any manner hereinbefore authorised to:		Persons entitled to notice of General Meeting
	(i)	every Member of the Company;
	(ii)	every person entitled to a share in consequence of the death or insolvency of a Member who, but for his death or insolvency, would be entitled to receive notice of the Meeting; and
	(iii)	the Auditor or Auditors of the Company.
207.	Any notice to be given by the Company shall be signed by the Secretary or by such Director or officer as the Directors may appoint. Such signature may be written, printed or lithographed.		Notice by Company and signature thereto
208.	Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which previously to his name and address and title to the share being notified to the Company, shall have been duly given to the person from whom he derives his title to such share.		Transferee, etc., bound by prior notices
209.	Subject to the provisions of the Act and these presents, any notice given in pursuance of these presents or document delivered or sent by post to or left at the registered address of any Member or at the address given by him in pursuance of these presents shall notwithstanding such Member be then deceased and whether or not the Company have notice of his decease, be deemed to have been duly served in respect of any registered share, whether held solely or jointly with other persons by such Member until some other person be registered in his stead as the holder or the joint-holder thereof and such service shall, for all purposes of these presents, be deemed sufficient service of such notice or document on his or her heirs, executors or administrators and all persons, if any, jointly interested with him or her in any such share.		Notice valid though Member deceased
WINDING UP
210.	For winding up of the Company, the provisions contained in the Banking Act will apply and the provisions of the Act will also apply to the extent to which they are not varied or inconsistent with the Banking Act.		Winding up
211.	If the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid-up capital,		Distribution in specie or kind

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			such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them, respectively. And if in a winding up, the assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the Members in proportion to the capital, at the commencement of the winding up, paid up or which ought to have been paid up on the shares held by them, respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.
Distribution of assets	212.	(a)	If the Company shall be wound up whether voluntarily or otherwise, the liquidators may, with the sanction of a Special Resolution and any other sanction required by the Act, divide amongst the contributories in specie or kind, the whole or any part of the assets of the Company and may, with like sanction, vest the whole or any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them, as the liquidators with the like sanction shall think fit.
		(b)	If thought expedient any such distribution may subject to the provisions of the Act, the Memorandum and these presents, be otherwise than in accordance with the legal rights of the contributories and in particular any class may be given preference or special rights or may be excluded altogether or in part but in case any distribution otherwise than in accordance with the legal rights of the contributories shall be determined on, any contributory who would be prejudiced thereby shall have a right to dissent and ancillary rights as if such determination were a Special Resolution passed pursuant to Section 494 of the Act.
		(c)	In case any share to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said share may within 10 days after the passing of the Special Resolution by notice in writing direct the liquidators to sell his portion and pay him the net proceeds and the liquidators shall, if practicable, act accordingly.
Right of shareholders in case of sale	213.	A Special Resolution sanctioning a sale to any other company duly passed pursuant to Section 494 of the Act may, in like manner, as aforesaid determine that any shares or other consideration receivable by the liquidators be distributed amongst the Members otherwise than in accordance with their existing rights and any such determination shall be binding upon all the Members subject to the rights of dissent and consequential rights conferred by the said Section.
	SECRECY CLAUSE
Secrecy clause	214.	No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which, in the opinion of the Directors, will be inexpedient in the interest of the Company to communicate the same.
	INDEMNITY AND RESPONSIBILITY
Directors’ and others’ right to indemnity	215.	(a)	Subject to the provisions of Section 201 of the Act, every Director of the Company, officer (whether Managing Director, Manager, Secretary or other

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officer) or employee or any person employed by the Company as Auditor shall be indemnified by the Company against and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses (including travelling expenses) which any such Director, officer, other employee or Auditor may incur or become liable to by reason of any contract entered into or act or deed done by him as such Director, officer, other employee or Auditor or in any way in the discharge of his duties.

(b)

Subject as aforesaid every Director, officer, other employee or Auditor of the Company shall be indemnified against any liability incurred by him in defending any proceedings whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or discharged in connection with any application under Section 633 of the Act in which relief is granted to him by the court.

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We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Articles of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names :

Sr. No.	Name of the Subscriber and Signature	Address & Occupation of each Subscriber	No. of Shares taken by each Subscriber	Witness
1. 2. 3. 4. 5. 6. 7.	Narayanan Vaghul S/o. V. Narayanan Sd/- Chairman ICICI Parampally Vasudeva Maiya S/o. P. Ganapayya Maiya Sd/- Executive Director SCICI Lalita Dileep Gupte W/o. Dileep Gupte Sd/- Chief General Manager ICICI Girish Sumanlal Mehta S/o. Sumanlal Mehta Sd/- Company Secretary ICICI Shashikant Harilal Bhojani S/o. Harilal Bhojani Sd/- Corporate Legal Advisor ICICI Sethumadhava Rao Ragothaman S/o. K. Sethumadhava Rao Sd/- Deputy General Manager ICICI Kalpana Morparia W/o. Jaisingh Morparia Sd/- Assistant General Manager ICICI	1301, Radhika Off Sayani Road Prabhadevi Mumbai 400 025 Banker Flat No. 172-B Jolly Maker Apartments I Cuffe Parade Mumbai 400 005 Bank Executive 153-C, Mhaskar Building Opp. Ruia Building Sir Balachander Road Matunga Mumbai 400 019 Company Executive A-6, ICICI Apartments P. Balu Marg Prabhadevi Mumbai 400 025 Company Executive A-73, Ocean Gold Twin Tower Lane Prabhadevi Mumbai 400 025 Company Executive C-22, ICICI Apartments P. Balu Marg Prabhadevi Mumbai 400 025 Company Executive A-13, Ocean Gold Twin Tower Lane Prabhadevi Mumbai 400 025 Company Officer Total number of shares taken:	100 (One Hundred) 100 (One Hundred) 100 (One Hundred) 100 (One Hundred) 100 (One Hundred) 100 (One Hundred) 100 (One Hundred) 700 (Seven Hundred Equity Shares)

Dated this 22nd day of December, 1993.

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At the Fifth Annual General Meeting of ICICI Bank Limited, convened and held at Professor Chandravadan Mehta (Professor C.C. Mehta) Auditorium, General Education Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002 on Monday, June 14, 1999, the following Special Resolution was passed:

Resolution at Item no. 6

RESOLVED THAT subject to the approval of the Central Government under Section 21 and other applicable provisions, if any, of the Companies Act, 1956, Sections 49-B and 49-C of the Banking Regulation Act 1949 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the name of the Company be changed from “ICICI Banking Corporation Limited” to “ICICI Bank Limited” or such other name with minor modification(s) as may be suggested by the Registrar of Companies, Gujarat and/or the Reserve Bank of India which may be agreed to and accepted by the Board of Directors (the Board) of the Company and accordingly the name “ICICI Banking Corporation Limited” wherever it appears in the Memorandum and Articles of Association of the Company and in all other records of the Company be substituted by the name “ICICI Bank Limited” or such other name with minor modification(s) as may be suggested by the Registrar of Companies, Gujarat and/or the Reserve Bank of India which may be agreed to or accepted by the Board.

Explanatory Statement to the Notice of Fifth Annual General Meeting dated June 14, 1999 under Section 173(2) of the Companies Act, 1956.

Item No. 6

The Company was incorporated with the Registrar of Companies, Gujarat, on January 5, 1994 under the name of “ICICI Banking Corporation Limited”. The need for a change in the name of the Company has arisen consequent to closer working of the Companies of the ICICI Group, of which the Bank is one of the companies, to benefit from the synergy of the group. Further, the name of the Company is quite long. The Company is well known and is frequently referred to by the public at large as “ICICI Bank”. In view of this, the formalisation of the Company’s name as “ICICI Bank Limited” instead of “ICICI Banking Corporation Limited” is considered necessary and hence being recommended.

The Registrar of Companies, Gujarat, has confirmed that the new name “ICICI Bank Limited” is available for registration under Section 20 of the Companies Act, 1956. Applications were made to the Central Government and the Reserve Bank of India (RBI) for a change of name of the Company. Approval of the RBI is awaited.

At the Seventh Annual General Meeting of ICICI Bank Limited, convened and held at Central Gujarat Chamber of Commerce Auditorium, Second Floor, Vanijya Bhavan, Race Course Circle, Vadodara 390 007 on Monday, June 11, 2001, the following Special Resolutions were passed:

Resolution at Item no. 11

THAT pursuant to the provisions of Section 17 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force), the Object Clause of Memorandum of Association of the Company be amended, subject to approval of the Reserve Bank of India, by the insertion of the following new sub-clauses 62 under Clause Ill B -

62. To open, establish, maintain and operate currency chests and small coin depots on such terms and conditions as may be required by the Reserve Bank of India established under the Reserve Bank of India Act, 1934 and enter into all administrative or other arrangements for undertaking such functions with the Reserve Bank of India.

THAT the present sub-clause 62 be re-numbered as sub-clause 63 under Clause Ill B.

Resolution at Item no. 12

THAT upon the Special Resolution at Item No.11 of the Notice for alteration of the Object Clause of the Memorandum of Association being duly passed and becoming effective, the approval of the Members of the Company be and is hereby accorded pursuant to the provisions of Section 149 (2-A) and other applicable provisions, if any, of the Companies Act, 1956, for commencing and carrying on business and activities as stated therein at such time as may be deemed fit by the Board of Directors (which term to include any committee of the Board) of the Company.

Explanatory Statement to the Notice of Seventh Annual General Meeting dated June 11, 2001 under Section 173(2) of the Companies Act, 1956.

Item Nos. 11 and 12

The Bank has been undertaking commercial banking activities since its inception. Pursuant to the approval of the Scheme of Amalgamation of Bank of Madura Limited (BoM) with the Bank, the BoM has been amalgamated into the Bank with effect from March 10, 2001. The BoM was operating a Currency Chest and Small Coins Depot at its main branch in Madurai. With effect from March 10, 2001, the Effective Date of the amalgamation, all assets, liabilities, rights, obligations, etc., of BoM have been transferred to the Bank. As a consequence, the Bank had to take charge of the Currency Chest and Small Coins Depot of BoM at Madurai. The Reserve Bank of India while approving the Bank’s application for taking charge and operating the Currency Chest and Small Coins Depot of BoM suggested that the Objects Clause of Memorandum of Association be amended to specifically provide for opening, establishing, maintaining and operation of currency chests and small coins depots on such terms and conditions as may be required by the Reserve Bank of India.

Pursuant to the provisions of Section 17 of the Companies Act, 1956, the approval of the Members in a general meeting is required to be obtained through a Special Resolution with three-fourths majority in favour for alteration of the Objects Clause of Memorandum of Association of a Company.

The Directors recommend alteration of the Objects Clause of Memorandum of Association of the Company and the commencement and carrying out of the new business and activities as detailed in Resolutions at Item Nos. 11 and 12.

At the Seventh Annual General Meeting of ICICI Bank Limited, convened and held at Central Gujarat Chamber of Commerce Auditorium, Second Floor, Vanijya Bhavan, Race Course Circle, Vadodara 390 007 on Monday, June 11, 2001, the following Resolution was passed as Special Resolution.

Resolution at item no. 13

THAT pursuant to the provisions of Section 31 and other applicable provisions, if any, of the Companies Act, 1956, the consent of the Company be and is hereby accorded to the alteration of the Articles of Association of the Company by inserting a new sub-Article No. 56d under Article 56 as follows:

New sub-Article 56(d)

Acquisition of shares by a person/group which would take, in the aggregate his/her/its holding to a level of 5 percent or more of the total issued capital of the Bank (or such other percentage as may be prescribed by the Reserve Bank of India from time to time) should be effected by such buyer(s) after obtaining prior approval of the Reserve Bank of India. The term group will have the same meaning as contained in Section 2(e) of the Monopolies and Restrictive Trade Practices Act, 1969.

Explanatory Statement to the Notice of Seventh Annual General Meeting dated June 11, 2001 under Section 173(2) of the Companies Act, 1956

The Reserve Bank of India had, vide their letter no. DBOD. No. PSBS.BC.182/16.13.100/99-2000 dated May 31, 2000 addressed to all private sector banks, suggested an amendment to their Articles of Association to the effect that no person/group shall acquire shares in a banking company which would take his/her/its holding to a level of 5 per cent or more of the total issued capital of the bank (or such other percentage as may be prescribed by the Reserve Bank of India from time to time) without the prior approval of the Reserve Bank of India. For holding of shares in excess of 5 per cent of the paid up capital of a banking company, a prior approval in the form of an acknowledgement of the Reserve Bank of India is required to be taken before the transfer of shares in the name of the transferee is given effect. While the approval of the Reserve Bank of India could be applied for and obtained by banks before effecting transfer in case of physical holdings, the same is not feasible in case of acquisition by investors through electronic mode. Hence, the Resolution at Item No. 13 is proposed which lays the responsibility on the buyer of the equity shares to seek prior approval of the Reserve Bank of India in case his/her/its holdings in equity shares in a bank crosses 5 per cent of the paid up capital.

At the Eighth Annual General Meeting of ICICI Bank Limited, convened and held at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D.N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002 on Monday, September 16, 2002, the following Resolutions were passed.

Ordinary Resolution

Resolution at Item no. 22

RESOLVED that the authorised capital of the Company be reduced from Rs. 2250,00,00,000 (Rupees Two Thousand Two Hundred and Fifty Crore) to Rs. 1900,00,00,000 (Rupees One Thousand Nine Hundred Crore) RESOLVED FURTHER that subject to the approval of the Reserve Bank of India and any other requisite approvals, if and to the extent necessary, the Memorandum of Association of the Company be amended by substituting Clause V as follows:

V. The authorised capital of the Company shall be 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 with rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reduce the Capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify, or abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provisions for the time being in force.

Special Resolution

Resolution at Item no. 23

RESOLVED that subject to the requisite approvals, if and to the extent necessary, Article 5(a) of the Articles of Association of the Company be substituted by the following:

5(a). The authorised capital of the Company is 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.

Explanatory Statement to the Notice of Eighth Annual General Meeting dated September 16, 2002 under Section 173(2) of the Companies Act, 1956.

Item Nos. 22 and 23

At present, the authorised capital of the Company is Rs. 2250 crore as set out in Clause V of the Memorandum of Association of the Company consisting of equity share capital of Rs. 1900 crore and preference share capital of Rs. 350 crore as mentioned in Schedule I of the Scheme of Amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

In terms of the provisions of Section 12(1)(i) of the Banking Regulation Act, 1949, the subscribed capital of the Company must not be less than one-half of the authorised capital. Currently, the subscribed capital of the Company is Rs.963 crore consisting of equity capital of Rs.613 crore and preference share capital of Rs.350 crore. The Company is not planning to increase its subscribed capital in the near future. Thus, it is necessary to reduce the authorised capital of the Company in order to comply with the requirement of the Banking Regulation Act.

Your approval is, therefore, sought to reduce the authorised capital and the amendment of the said Clause V of the Memorandum of Association of the Company vide Resolution at Item No.22 of the Notice. The relevant extract from Clause V vis-a-vis the proposed amendment are given below for ready reference of the Members:

Extract from Clause V at present	With the proposed amendment
The authorized capital of the Company shall be Rs.2,250,00,00,000 divided into 1,90,00,00,000 shares of Rs.10/- each and 350 shares of Rs.1 crore each ......	The authorized capital of the Company shall be Rs.1900,00,00,000 divided into 155,00,00,000 shares of Rs.10/-each and 350 shares of Rs.1 crore each ......

Your approval is also sought vide Resolution at Item No.23 of the Notice to amend the relevant Article of the Articles of Association of the Company to reflect the reduction and classification of the share capital.

The relevant Article 5(a) as at present and with the proposed amendment is given below for ready reference of the Members:

Present Article	Proposed Article
“5(a) The Authorized Share Capital of the Company is Rs.2,250,00,00,000 divided into 1,90,00,00,000 equity shares of Rs.10/- each and 350 preference shares of Rs.1 crore each”.	“5(a) The Authorized Share Capital of the Company is Rs.1,900,00,00,000 divided into 1,55,00,00,000 equity shares of Rs.10/- each and 350 preference shares of Rs.1 crore each”.

At the Eighth Annual General Meeting of ICICI Bank limited, convened and held at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002 on Monday, September 16, 2002, the following Resolution was confirmed by the Members as a Special Resolution which was approved by them by means of postal ballot voting process.

Resolution at Item No. 24

RESOLVED THAT subject to the provisions of Sections 17, 18 and other applicable provisions, if any, of the Companies Act, 1956 and Section 49-C of the Banking Regulation Act, 1949, the Memorandum of Association of the Company be and is hereby amended by addition or substitution as the case may be, of the following:

I.           Clause Ill (A) be modified and amended as follows:

(a)           By inserting the following Clause as Clause 7A after Clause 7:

7A. To securitise, purchase, acquire, invest in, transfer, sell, dispose of or trade in any financial asset whatsoever, receivables, debts, whether unsecured or secured by mortgage of immoveables or charge on movables or otherwise, securitised debts, asset or mortgaged backed securities or mortgage backed securitised debts and to manage, service or collect the same and to appoint managing, servicing or collection agent therefor and to Issue certificates or other instruments in respect thereof to public or private investors and to guarantee and insure the due payment, fulfillment and performance of obligations in respect thereof or in connection therewith and to promote, establish, undertake, organise, manage, hold or dispose of any special purpose entity, body corporate or vehicle for carrying on all or any such activities.

(b) By deleting Clause III(A)(18) and replacing it with the following:

18. i) To provide credit, charge, debit, saving, investment or other facilities to any person or persons (whether individuals, firms, companies, bodies, corporate or other entities), whether in the private or public sector by issuance of credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co-branded, affinity or otherwise and to provide fee based services to merchant and card members or cardholders.

ii) To establish and maintain card acceptance network (including physical, electronic, computer or automated machines network) and to engage in merchant acquisition or location management.

(c) By inserting the following Clauses after Clause III(A)(20) as Object Clause Nos. 20A, 20B, 20C, 20D, 20E, 20F, 20G, 20H, 201, 20J, 20K:

20A. To carry on the business of assisting industrial, infrastructure and commercial enterprises :

in general by

i) assisting in the creation, expansion and modernisation of such enterprises;

ii) encouraging and promoting the participation of capital, both internal and external in such enterprises;

and in particular by

i) providing finance in the form of long, medium or short term loans or equity participations;

ii) sponsoring and underwriting new issues of shares and securities;

iii) guaranteeing loans from other investment sources;

iv) making funds available for re-investment by revolving investments as rapidly as prudent;

v) performing and undertaking activities pertaining to leasing, giving on hire or hire-purchase, warehousing, bill marketing, factoring and related fields;

20B. To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever including by way of loans, advances, instalment credit, trade finance, hire or otherwise to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for any purpose whatsoever, including agriculture, industry, infrastructure, export-import, housing, consumer or others.

20C. To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever, to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, to purchase or acquire any freehold or leasehold lands, estate or interest in or to take demise for any term or terms of years of any land or property or to construct, erect, purchase, extend, alter, renovate, develop or repair any house or building or any form of real estate or any part or portion thereof.

20D. To provide financial assistance to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector for any purpose whatsoever by means of leasing, giving on hire or hirepurchase, lending, selling, reselling, or otherwise disposing of all forms of immoveable and moveable properties and assets of any kind, nature or use, whatsoever and for the purpose, purchasing or otherwise acquiring dominion over the same, whether new or used.

20E. To issue, subscribe to, acquire, purchase, sell, dispose of, deal or trade in derivative financial instruments including futures, forwards, options, swaps, caps, collars, floors, swap options, bond options or other derivative instruments whether traded on any market or exchange or otherwise for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector.

20F. To purchase, acquire, sell, dispose of, deal or trade in commodities (including but not limited to bullion, metals, non-metals, energy and energy products, electricity or agricultural products), as permitted for banking companies to undertake from time to time, and to issue, acquire, dispose of, deal or trade in derivative instruments in respect thereof including futures, forwards, options, swaps, caps, collars, floors, swap options or other derivative instruments whether traded on any market or exchange or otherwise for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector.

20G. To promote, organize, manage or undertake the activities of insurance intermediaries including insurance or reinsurance brokers, consultants, surveyors, loss assessors, loss control engineers, risk managers, actuarial analyst and to buy, sell, market, distribute, deal in or dispose of insurance products and related investments.

20H. To promote, organise or manage funds or investments on a discretionary or non-discretionary basis on behalf of any person or persons (whether individual, firms, companies, bodies, corporate, public body or authority, supreme, local or otherwise, trusts, pension funds, offshore funds, charities, other associations or other entities), whether in the private or public sector.

20I. To act as Trustee of any deeds, constituting or securing any debentures, debenture stock or other securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of executor, administrator, receiver, treasurer, custodian and trust corporation.

20J. To promote, organise, manage or undertake, marketing, trading, distribution or servicing of insurance and assurance products of all kinds, whether life or general; financial, investment or other products including (without limitation) securities, stocks, shares, debentures, bonds, units, certificates or services offered by the Company and/or by any person, firm, company, body corporate, mutual fund, Government, State, public body or authority, supreme, municipal, local or otherwise, through the Company’s branches, offices, call or contact centres or other outlets, franchisees or agents or through print, voice, video, electronic or other media or through remote facilities including (without limitation) electronic, computer or automated machines network or other modes of communication and for that purpose to appoint or avail the services of agents, brokers, franchisees or distributors by whatever name called.

20K. To provide financial services, advisory and counselling services and facilities of every description capable of being provided by share and stock brokers, share and stock jobbers, share dealers, investment fund managers and to arrange and sponsor public and private issues or placement of shares and loan capital and to negotiate and underwrite such issues.

II. Clause Ill (B) be modified and amended by:

(a) By deleting Clause Ill (B)(61) and replacing it with the following:

61. To do all or any of the above things and all such other things as are incidental or as may be thought conducive to the attainment of the above objects or any of them in India or any other part of the world either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to do all such things as are incidental or conducive to the attainment of the above objects.

(b) By inserting the following Clauses after Clause III(B)(62) as Object Clause Nos. 62A, 62B, 62C, 62D, and 62E:

62A. To develop, improve, design, market, distribute, sell or license software and programme products of any and all descriptions in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.

62B. To operate delivery services in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company, and to own, operate and maintain all modes of transportation, warehouses, depots or godowns in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.

62C. To appoint trustees (whether individuals or corporations) to hold securities on behalf of and to protect the interests of the Company.

62D. To promote, sponsor, organise, manage or undertake events, exhibitions, conferences, lectures, seminars, printing, publication or distribution of any books, report, literature, newspapers, publicity or other materials in connections with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.

62E. To promote, own, establish, operate or maintain branches and other outlets or media, data, call or contact centres or other remote facilities for trading, marketing, distribution or conducting transactions including (without limitation) electronic data interchange, transaction initiation, processing, clearing or settlement services by means of electronic, computer or automated machines network or by any other modes of communication in financial and other products or services.

RESOLVED FURTHER THAT the aforesaid Special Resolution for alteration of the Object Clause of the Memorandum of Association being duly passed and becoming effective, the approval of the Members of the Company be and is hereby accorded pursuant to the provisions of Section 149(20 A) and other applicable provisions, if any, of the Companies Act, 1956, for commencing and carrying on all or any of the new business and activities at such time as may be deemed fit by the Board of Directors.

Explanatory Statement in respect of Special Resolution which was approved by the Members of ICICI Bank by means of postal ballot voting process. the result of which was declared at its Eighth Annual General Meeting held on September 16, 2002 to amend the Object Clause of the Memorandum of Association of ICICI Bank Limited.

Item No. 24

The merger of ICICI Limited (ICICI), ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited (the Company) has expanded the existing and future scope of the Company’s operations, as various activities that ICICI was empowered to undertake would now be undertaken by the Company, subject to applicable laws and regulations governing banking companies. While all activities commenced by the Company are covered in the Object Clause of the Memorandum of Association, for the sake of abundant clarity, it is proposed to provide a more detailed description of these activities in the Object Clause of the Memorandum of Association of the Company. Further, it is proposed to add new activities such as acting as insurance intermediaries, engaging in commodity trading, in the Object Clause. It is, therefore, necessary to suitably amend the Object Clause of the Memorandum of Association of the Company. The Clauses proposed to be amended/added are detailed in the Resolution at Item No. 24 of the Notice.

Pursuant to the provisions of Section 149(20 A) of the Companies Act, 1956, the approval of the Members in General Meeting is required before commencement of any new activity set out in the Object Clause of the Memorandum of Association of a company.

Approval of the Members is sought for amendment to the Object Clause and for the commencement and carrying out of new business and activities vide Resolution at Item No. 24 of the Notice. The said new business and activities would commenced at such time or times as the Board may deem fit in the interest of the Company subject to the applicable laws and regulations governing banking companies including the Banking Regulation Act, 1949.

Pursuant to the provisions of Section 192A of the Companies Act, 1956, read with the Companies (Passing of Resolution through Postal Ballot) Rules, 2001, the shareholders’ consent for amendment to the Object Clause of the Memorandum of Association of the Company is required to be obtained by means of postal ballot. This is being obtained separately and the result of the same will be announced by the Chairman of the Meeting.

At the Eleventh Annual General Meeting of ICICI Bank Limited, convened and held at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D. N. Hall Ground. The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002 on Saturday, August 20, 2005, the following Special Resolution was passed.

Item No. 17

RESOLVED that, subject to the applicable provisions of the Companies Act, 1956 and subject to the requisite approvals, if and to the extent necessary, Article 5(a) of the Articles of Association of the Company be substituted by the following Clause :

“The Authorised Capital ofthe Company is Rs. 1900,00,00,000 divided into 100,00,00,000 equity shares of Rs. 10 each, 5,50,00,000 preference shares of Rs.100 each and 350 preference shares of Rs. 1 crore each.”

Explanatory Statement to the Notice of Eleventh Annual General Meeting dated July 15, 2005 under Section 173(2) of the Companies Act, 1956

Item Nos. 17 and 18

The Company may need to raise long-term resources from time to time to carry on its banking activities and expansion of business. The Banking Regulation Act, 1949 currently does not permit issuance of preference shares by a banking company. However, the Government of India, in the Banking Regulation (Amendment) Bill, 2005, has proposed to allow banks to issue preference shares and preference share capital may be treated as regulatory capital under specified circumstances as per Basel norms. In view of the above, your Directors felt it would be in the overall interest of the Company to explore the option of mobilisation of long-term resources by issue of preference shares

at an opportune time by way of private placement or public issue or rights issue to the shareholders or to any domestic/foreign investors, or in such other manner, in such tranches, as the Board may, in its absolute discretion deem fit, from time to time, subject to applicable provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 (including with the aforesaid amendment being given effect to, as also any other statutory modification or re-enactment thereof from time to time) and the provisions of the Memorandum and Articles of Association of the Company. To give effect to the above, it is proposed that the Board of Directors/any Committee thereof be authorised to do all such acts, matters, deeds and things necessary or desirable in connection with or incidental thereto, including listing of the preference shares.

It may be noted with respect to the preference share capital of the Company representing 350 preference shares of Rs. 1 crore each issued to preference shareholders of erstwhile ICICI Limited on merger with ICICI Bank Limited that the Ministry of Finance has, by way of a Notification in terms of provisions of the Banking Regulation Act, 1949 exempted the Company from the restriction under Section 12(1) of the Banking Regulation Act, 1949, which otherwise prohibits issue of preference shares by banks.

In view of the proposed issue of preference shares, it is deemed necessary by the Board to sub-divide the authorised share capital of the company, which entails requisite amendment to the Articles of Association of the Company.

The relevant Article 5(a) as at present and with the proposed amendment is given below for ready reference of the Members’:

Present Article	Proposed Article
“The Authorized Capital of the Company is Rs.1900,00,00,000 divided into 1,55,00,00,000 equity shares of Rs.10/- each and 350 preference shares of Rs.1 crore each”.	“The Authorized Capital of the Company is Rs.1900,00,00,000 divided into 100,00,00,000 equity shares of Rs.10 each, 5,50,00,000 preference shares of Rs.100 each and 350 preference shares of Rs.1 crore each”.

The Directors recommend the adoption of the Resolution at Item Nos. 17 and 18 of the Notice. No Director is in any way concerned or interested in the Resolutions at Item Nos. 17 and 18 of the Notice, except to the extent of his/her participating in the proposed issue of preference shares as also to the extent of participation in the proposed issue of preference shares by a financial institution/company/body corporate/firm/bank/undertaking in which the Director or his/her relative may be directly or indirectly concerned/interested.

At the Extra-ordinary General Meeting of ICICI Bank Limited, convened and held at Professor Chandravadan Mehta Auditorium, General Education Centre, Opp. D.N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002, on Saturday, January 20, 2007 at 2.00 p.m., the following Resolution was passed by the requisite majority as provided under Section 44A of the Banking Regulation Act, 1949:

RESOLVED that pursuant to the provisions of Section 44A of the Banking Regulation Act, 1949 and Reserve Bank of India’s guidelines for merger and amalgamation of private sector banks dated May 11, 2005 (hereinafter referred to as “RBI Guidelines”), and in accordance with any applicable provisions of the Companies Act, 1956, and the Memorandum and Articles of Association of ICICI Bank Limited (hereinafter referred to as “the Bank”) and any other applicable provisions of any other law for the time being in force, and any directions, guidelines or regulations, if any, of Reserve Bank of India (hereinafter referred to as “RBI”) and of all other relevant authorities from time to time, to the extent applicable and subject to such approvals, consents, permissions and sanctions of all appropriate authorities, institutions or bodies, if required and to the extent applicable, and subject to such terms and conditions and modifications as may be prescribed by any of them while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Bank (hereinafter referred to as “the Board”, which expression shall be deemed to include any Committee(s) constituted/to be constituted or any other person authorised/to be authorised by the Board/Committee to exercise its powers including the powers conferred by this Resolution) is hereby authorised to accept, the consent and approval of the Members of the Bank be and is hereby accorded to the

amalgamation of The Sangli Bank Limited (hereinafter referred to as the “Transferor Bank”) with the Bank with effect from the date on which the Scheme of Amalgamation (hereinafter referred to as “the Scheme”) is sanctioned by RBI or such other date as may be specified by RBI by an order in writing passed in this behalf under the provisions of Section 44A of the Banking Regulation Act, 1949.

RESOLVED FURTHER that pursuant to the provisions of Section 44A of the Banking Regulation Act, 1949 and the RBI Guidelines, and in accordance with the applicable provisions of the Companies Act, 1956, and the Memorandum and Articles of Association of the Bank and any other applicable provisions of any other law for the time being in force:

I. The draft of the Scheme circulated to the Members with the Notice for this Meeting, be and is hereby approved.

II. Any Member of the Bank, who has voted against the Scheme at the Meeting of the Bank, or has given notice in writing at or prior to the Meeting of the Bank, or to the presiding officer of the Meeting of the Bank, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by RBI, to claim from the Bank, in respect of the equity shares held by him in the Bank, their value as determined by RBI while sanctioning the Scheme and such Member shall, in consideration thereof, compulsorily tender the equity shares held by him in the Bank, to the Bank for cancellation thereof and to that extent the equity share capital of the Bank shall stand reduced or be deemed to have been reduced, by such number of equity shares held and tendered by such Member, on the date immediately preceding the Effective Date (as defined in the Scheme), the determination by RBI as to the value of the equity shares to be paid to the dissenting Member being final for all purposes.

Ill. The Board be and is hereby authorised, on behalf of the Bank, for the purpose of giving effect to the provisions of the Scheme to effect the consequential reduction of the paid-up equity share capital of the Bank, if any, or of the Share Premium Account of the Bank, as may be required in terms of the Scheme as sanctioned by RBI.

IV. The Board be and is hereby authorised, on behalf of the Bank, to create, issue and allot, such number of equity shares of the Bank to the Members of the Transferor Bank in accordance with the Scheme as sanctioned by RBI.

V. The Board be and is hereby empowered and authorised to make such modifications and alterations to the Scheme including those as may be required or suggested by the relevant authority/authorities.

VI. The Board be and is hereby authorised to do all acts, matters, deeds and things and to take all steps and give such directions as may be necessary, expedient, incidental, ancillary or desirable as the Board in its absolute discretion may deem fit for giving effect to the Scheme or for its implementation and also to settle any questions or difficulties that may arise in such manner as the Board in its absolute discretion may deem fit and to take all steps which are incidental and ancillary thereto in this connection.

Explanatory statement to the Notice of the Extra-ordinary General Meeting dated December 9, 2006 under Section 173(2) of the Companies Act, 1956.

EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956

1. An Extraordinary General Meeting of the Members of ICICI Bank Limited is being convened for the purpose of considering and, if thought fit, approving, with or without modifications, arrangement in the proposed Scheme of Amalgamation, as annexed hereto (hereinafter referred to as “the Scheme”) of The Sangli Bank Limited with ICICI Bank Limited.

2. In this Statement, The Sangli Bank Limited is referred to as the Transferor Bank, and ICICI Bank Limited is referred to as the Transferee Bank.

3. The Scheme has been approved by the Board of Directors of the Transferor Bank and the Transferee Bank at their respective Meetings held on December 9, 2006.

4. Background of the Transferor Bank and the Transferee Bank:

a) The Transferor Bank was incorporated on October 5, 1916 under the Indian Companies Act, 1913 and has its Registered Office at Rajwada Chowk, Sangli 416 416, Maharashtra. The Transferor Bank has a network of 190 branches and extension counters.

b) The primary object of the Transferor Bank is banking business as set out in its Memorandum of Association.

c) The Transferee Bank was incorporated on January 5, 1994 under the Companies Act, 1956 and has its Registered Office at Landmark, Race Course Circle, Vadodara 390 007, Gujarat. The Transferee Bank has a network of 640 branches and extension counters and has over 2,300 automated teller machines (ATMs).

d) The primary object of the Transferee Bank is banking business as set out in its Memorandum of Association.

e) The authorised, issued, subscribed and paid-up share capital of the Transferor Bank and the Transferee Bank as at September 30, 2006 are as set out in Clause 3 of the Scheme.

5. The amalgamation of the Transferor Bank with the Transferee Bank will be effected subject to the provisions of the Scheme formulated pursuant to Section 44A of the Banking Regulation Act, 1949 (hereinafter referred to as the ‘said Act’) and Reserve Bank of India’s guidelines for merger and amalgamation of private sector banks dated May 11, 2005, (hereinafter referred to as ‘RBI Guidelines’) and in accordance with the applicable provisions of the Companies Act, 1956, and the Memorandum and Articles of Association of the Transferor Bank and the Transferee Bank and other applicable provisions of laws for the time being in force. In terms of Section 44A of the said Act and the RBI Guidelines, a Resolution is required to be passed by a majority in number representing two-thirds in value of the Members of the Transferor Bank and the Transferee Bank, present either in person or by proxy at the respective general meetings of the Members of the Transferee Bank and the Transferor Bank. As both the Transferor Bank and Transferee Bank are banking companies duly licensed under the provisions of the said Act, the amalgamation of the Transferor Bank with the Transferee Bank is exclusively governed by the provisions of Section 44A of the said Act and the RBI Guidelines which constitute a composite and complete code governing amalgamation of banking companies and the provisions of the scheme of amalgamation and the matters incidental and ·ancillary thereto, and as such the said amalgamation would require only the sanction of the Scheme by Reserve Bank of India (hereinafter referred to as ‘RBI’) for the Scheme coming into effect, and accordingly the provisions of the Companies Act. 1956 relating to amalgamation, the provisions of the Scheme, and matters incidental or ancillary thereto are not applicable. The Scheme does not require the approval of any High Court(s)/Company Courts/the National Company Law Tribunal under the provisions of the Companies Act, 1956,

6. In the opinion of the Board of Directors of the Transferee Bank, the following are the main benefits that are expected to accrue to the Transferee Bank from the proposed Scheme:

a) Increase in branch network: As a result of the amalgamation, the branch network of the Transferee Bank would increase by over 190 branches, providing increased geographic coverage and supporting increase in the Transferee Bank’s retail deposit base.

b) Support to rural banking strategy: The Transferee Bank has identified rural banking as a key focus area. The rural branches of the Transferor Bank would support rollout of the Transferee Bank’s rural banking strategy, including meeting the priority sector lending requirement.

c) Support to strategy for small and medium enterprise customers: The semi-urban and rural branches of the Transferor Bank would support extension of the Transferee Bank’s strategy to increase its coverage of small and medium enterprise customers.

d) Strengthening urban and metropolitan franchise: The amalgamation would enable the Transferee Bank to increase its customer base in urban and metropolitan centres, and increase its market share in retail deposits.

Further, there is no likelihood that any creditor of the Transferor Bank or of the Transferee Bank would lose or be prejudiced as a result of the Scheme being passed since no sacrifice or waiver is at all called for from them nor are their rights sought to be modified in any manner. The Transferee Bank has a strong capital and liquidity position and the Scheme would support further growth in its deposit base. It would be able to meet all the liabilities as they arise in the course of the business. Hence the Scheme is in no way expected to adversely affect the interests of any class of creditors but is in fact expected to substantially enhance the comfort available to the creditors of the Transferor Bank, and have a positive impact on the funding profile of the Transferee Bank.

7. Salient features of the Scheme and valuation:

a) The Scheme envisages that upon coming into effect of the Scheme, all the properties, assets, estates, rights, title, interests, licenses and authorities acquired by the Transferor Bank shall, subject to such modalities for vesting as stated in the Scheme, without any further act, deed or instrument, stand transferred to or be deemed to be transferred to the Transferee Bank in the manner set out in the Scheme and furthermore, that all the liabilities, borrowings, debts and/or obligations of the Transferor Bank shall, without any further act, deed or instrument, vest or be deemed to vest or be taken over by the Transferee Bank without the necessity of obtaining the consent of any third party or the person who is a party to or concerned with any contract or arrangement by virtue of which such liabilities, borrowings, debts and obligations have arisen in order to give effect to the provisions of the Scheme.

b) On and from the Effective Date and subject to the provisions of the Scheme, all contracts, deeds, tenancies, leases, licenses or other assurances, agreements, arrangements and other instruments of whatsoever nature to which the Transferor Bank is a party to or benefit of which the Transferor Bank may be eligible and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favour ofthe Transferee Bank as the case may be and all or any of the rights, privileges, obligations and liabilities of the Transferor Bank shall be transferred to and vest in the Transferee Bank and may be enforced as fully and effectually as if, instead of the Transferor Bank, the Transferee Bank had been a party, beneficiary or obligee thereto.

c) Upon coming into effect of the Scheme all suits, actions and proceedings of whatsoever nature by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be continued and be enforced by or against the Transferee Bank as fully and effectually·as if the same had been filed by, pending and/or arising against the Transferee Bank.

d) Upon coming into effect of the Scheme and in consideration of the transfer of and vesting of all the assets and the liabilities (as defined in the Scheme) of the Transferor Bank to the Transferee Bank in terms of the Scheme, the Transferee Bank shall subject to the provisions of the Scheme and without any further application, act or deed, issue and allot One Hundred (100) equity shares of the Transferee Bank of the face value of Rs. 10/- each credited as fully paid-up in the capital of the Transferee Bank to those Members of the Transferor Bank whose names are recorded in the Register of the Members (hereinafter referred to as the “the said Members”) on a date (hereinafter referred to as the “Record Date”) to be fixed by the Board of the Transferee Bank for every Nine Hundred and Twenty Five (925) equity shares of Rs. 10/- each held by the said Member in the Transferor Bank.

The aforesaid share exchange ratio has been approved separately and independently by the Board of Directors of both the Transferor Bank and Transferee Bank. The same has been approved as being a fair exchange ratio after considering the independent valuation made by M/s Deloitte Haskins & Sells, a well reputed firm of Chartered Accountants, who were appointed as the independent valuer for this purpose.

The equity share exchange ratio has been arrived at by the independent valuer on the basis of a relative valuation of the equity shares of both the Transferor Bank and the Transferee Bank by applying commonly used and accepted valuation methodologies, namely, net asset value methodology, market price methodology and profit earning capacity value methodology, as applicable, and alter taking into account various qualitative factors relevant to both the Transferor Bank and the Transferee Bank including their business dynamics and growth potential.

e) The share certificates in relation to the equity shares held by the said Members in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date, without any further act, deed or instrument. In so far as the issue of equity shares pursuant to Clause 9 of the Scheme is concerned, each of the said Members of the Transferor Bank, holding the share certificates of the Transferor Bank, shall have the option, exercisable by notice in writing by the said Members to the Transferee Bank on or before such date as may be determined by the Board of Directors of the Transferee Bank or a committee of such Board of Directors, to receive either in certificate form or in dematerialised form, the equity shares of the Transferee Bank in lieu thereof and in terms of the scheme. In the event that such notice from the said Members has not been received by the Transferee Bank in respect of any of the said Members the equity shares of the Transferee Bank shall be issued to such Members in certificate form. In respect of those of the said Members exercising the option to receive the equity shares in dematerialised form, such of the said Members shall have opened and maintained an account with a depository participant and shall provide such other confirmations and details as may be required, and thereupon the Transferee Bank shall directly issue and credit the demat/ dematerialised securities account of such Member with the equity shares of the Transferee Bank.

f) The Transferee Bank shall be entitled to declare and pay dividend, whether interim and/or final, to its Members in respect of the financial year/accounting period prior to the Effective Date. The Transferor Bank shall not declare any dividend in accordance with Clause 15 of the Scheme.

g) Upon the coming into effect of the Scheme, the equity shares of the Transferee Bank to be issued and allotted to the said Members as provided in the Scheme shall rank pari passu in all respect with the equity shares of the Transferee Bank including entitlement of dividend, if any, that may be declared by the Transferee Bank.

h) This Scheme shall become operative from the Effective Date, i.e. the date on which the Scheme is sanctioned by RBI or such other date as may be specified by RBI by an order in writing passed in this behalf under the provisions of Section 44A of the said Act.

i) All the employees of the Transferor Bank in service on the Effective Date shall become the employees of the Transferee Bank on the Effective Date without any break or interruption in service and on terms and conditions as to remuneration, emoluments or perquisites, which are not less favourable than those subsisting with reference to the Transferor Bank as on the Effective Date.

j) The Scheme is specifically conditional upon and subject to several matters set forth in Clause 21 of the Scheme.

k) Upon the Scheme coming into effect, and subject to further directions as RBI may pass, the Transferor Bank shall be dissolved without being wound up.

I) All costs, charges and expenses, including any taxes and duties, of the Transferor Bank and the Transferee Bank incurred by each of them in relation to or in connection with the Scheme and incidental to the completion of the amalgamation of the Transferor Bank with the Transferee Bank in pursuance of the Scheme (other than due diligence expenses of the Transferee Bank), shall be borne and paid by the Transferor Bank.

8. Any Member of the Transferor Bank or the Transferee Bank, as the case may be, who has voted against the Scheme at the Meeting of the Transferor Bank or the Transferee Bank, as the case may be, or has given notice in writing at or prior to the Meeting of the Transferor Bank or the Transferee Bank, as the case may be, or to the presiding officer of the Meeting of the Transferor Bank or the Transferee Bank, as the case may be, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by RBI, to claim from the Transferor Bank or the Transferee Bank, as the case may be, their value as determined by RBI when sanctioning the Scheme and such Member shall, in consideration thereof, compulsorily tender the shares held by him, in the Transferor Bank or the Transferee Bank, as the case may be, to the Transferor Bank or the Transferee Bank, for cancellation thereof and to that extent the share capital of the Transferor Bank or the Transferee Bank, as the case may be shall stand reduced or be deemed to have been reduced, by such number of shares held and tendered by such Member, on the date immediately preceding the Effective Date. The determination by RBI as to value of the shares to be paid to the dissenting Member shall be final for all purposes.

9. The Scheme is conditional upon and subject to necessary sanctions and approvals as set out in Clause 21 of the Scheme. The Scheme provides that in the event of any approval(s) not being obtained, the same shall stand revoked and will have no effect and in that event the Transferor Bank and the Transferee Bank shall bear their own costs or as may be mutually agreed amongst them.

The aforesaid being only the salient features of the Scheme, the Members are requested to read the entire text of the Scheme to get better acquainted with the provisions thereof, as stated above.

Miscellaneous

10. In order to give effect to the Scheme under the provisions of law, both the Transferor Bank and the Transferee Bank are required to obtain the consent and approval of their Members to the proposed Scheme, with or without modifications, under the provisions of Section 44A of the said Act. The consent of the Members of the Transferor Bank and the Transferee Bank is sought to be obtained for this purpose through separate general meetings to be conducted in January 2007.

11. The Directors of the Transferor Bank and the Transferee Bank may be deemed to be concerned and/or interested in the Scheme to the extent of their shareholdings or that of the companies, firms, and/or institutions of which they are Directors, partners or members and which may hold equity shares in either the Transferor Bank or the Transferee Bank or both, and to that extent of any employee stock options granted, if any, by the Transferor Bank and the Transferee Bank. The equity shares held by the Directors of the Transferor Bank and the Transferee Bank, either singly or jointly, are as follows:

Directors of ICICI Bank Limited	Shareholding as on December 9, 2006 in		Directors of The Sangli Bank Limited	Shareholding as on December 9, 2006 in
Names	ICICI Bank	Sangli Bank	Names	ICICI Bank	Sangli Bank
N. Vaghul	27,543	Nil	P.N. Desai	Nil	1,000
R.K. Joshi	Nil	Nil	S.B. Kaltari	Nil	1,000
L.N. Mittal	3,110,700	Nil	L.S. Gidwani	Nil	83,380
Sridar Iyengar	Nil	Nil	R.H. Bhate	Nil	73,400
Narendra Murkumbi	Nil	Nil	A.S. Hirani	Nil	1,000
Anupam Puri	Nil	Nil	M.D. Patil	Nil	1,000
Vinod Rai	Nil	Nil	P.P. Patil	Nil	1,000
M.K. Sharma	5,050	Nil	S.R. Thakkar	Nil	1,000
P.M. Sinha	Nil	Nil
Marti G. Subrahmanyam	1,613	Nil
T.S. Vijayan	Nil	Nil
V. Prem Watsa	Nil	Nil
K.V. Kamath	164,500	Nil
Kalpana Morparia	21,190	Nil
Chanda D. Kochhar	176,425	Nil
Nachiket Mor	Nil	Nil
V. Vaidyanathan	48,960	Nil

12. The following documents will be open for inspection between 11.00 a.m. and 1.00 p.m at the Registered Office of the Transferee Bank on all working days, except on Sunday and other holidays, and at the Corporate Office of the Transferee Bank on all working days, except on Saturday and Sunday and other holidays, till the date of the Meeting:

a)  Memorandum and Articles of Association of the Transferor Bank;

b)  Memorandum and Articles of Association of the Transferee Bank;

c)  Audited accounts of the Transferor Bank for the year ended March 31, 2006;

d)  Audited accounts of the Transferee Bank for the year ended March 31, 2006;

e)  Scheme of Amalgamation;

f)  Valuation Report from Deloitte Haskins & Sells dated December 9, 2006;

g)  Certified Copy of extracts of the Register of Interest of Directors of the Transferor Bank; and

h)  Register of Interest of Directors of the Transferee Bank.

13. As the implementation of the Scheme could involve reduction of the paid-up share capital of the Transferee Bank, or of the Share Premium Account of the Transferee Bank, for the purpose of abundant caution, it is also proposed to pass the Resolution for the purpose of giving effect to the provisions of the Scheme to effect the consequential reduction of the paid-up equity share capital of the Transferee Bank, if any, or of the Share Premium Account of the Transferee Bank, as may be required in terms of the Scheme, as sanctioned by RBI.

14. The paid-up equity share capital of the Transferee Bank as on September 30, 2006 is 892,895,861 equity shares of Rs. 10/- (Rupees ten only) each amounting to Rs. 8,929.2 million, including shares forfeited and call in arrears and which is, after the amalgamation, on account of the amalgamation and as per the Scheme, expected to increase by 3,455,138 equity shares of Rs. 10/- (Rupees ten only) each, subject to the terms of the Scheme in this behalf. The shareholding pattern of the Transferee Bank, pre-amalgamation and post amalgamation, will not undergo any material, significant or substantial change as the expected increase in equity share capital is equivalent to about 0.4% of the Transferee Bank’s existing issued equity share capital, and will augment the public shareholding category of the Transferee Bank. As the implementation of the Scheme would involve the issue of new equity shares of the Transferee Bank, for the purpose of abundant caution, it is also proposed to pass the Resolution for creation, issue and allotment of equity shares in order to give effect to the Scheme.

The following Resolutions were passed by the Members of the ICICI Bank on June 8, 2007 vide Postal Ballot voting process, as approved by Reserve Bank of India vide letter dated June 5, 2007.

Resolution at Item No. 1

RESOLVED that pursuant to the provisions of Section 94 of the Companies Act, 1956, and other applicable provisions, if any, of the Companies Act, 1956, the authorised capital of the Company be altered from Rs.1900,00,00,000 (Rupees One Thousand Nine Hundred crore) to Rs.1775,00,00,000 (Rupees One Thousand Seven Hundred Seventy Five crore).

RESOLVED FURTHER that subject to the approval of Reserve Bank of India and any other requisite approvals, if and to the extent necessary, the Memorandum of Association of the Company be amended by substituting Clause V as follows :

“The authorised capital of the Company shall be Rs.1775,00,00,000 divided into 127,50,00,000 shares of Rs.10 each, 150,00,000 shares of Rs. 100 each and 350 shares of Rs.1 crore each with rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reclassify or alter the capital of the Company and to divide/consolidate the shares in the capital for the time being into several classes and face values and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association of the Company and the legislative provisions for the time being in force.”

Resolution at Item No. 2

RESOLVED that subject to the applicable provisions of the Companies Act. 1956 and subject to the requisite approvals, if and to the extent necessary, Article 5 (a) of the Articles of Association of the Company be substituted by the following Clause :

5(a)  The Authorised Capital of the Company is Rs.1775,00,00,000 divided into:

(i) 127,50,00,000 equity shares of Rs.10 each.

(ii) 150,00,000 shares of Rs. 100 each which shall be of such class and with rights, privileges, conditions or restrictions as may be determined by the company in accordance with these presents and subject to the legislative provisions for the time being in that behalf, and

(iii) 350 preference shares of Rs.1 crore each.

Explanatory Statement and reasons for proposing the Resolutions at Item Nos. 1 and 2 of the Postal Ballot Notice dated April 28, 2007 for alteration of the authorised share capital and alteration in the Memorandum and Articles of Association of the Company.

At present, the authorised capital of the Company is Rs.1900 crore as set out in Clause V of the Memorandum of Association of the Company consisting of equity share capital of Rs.1000 crore and preference share capital of Rs.900 crore.

The paid-up equity share capital as on March 31, 2007 is Rs.899 crore. Subsequent to the allotment of equity shares to the shareholders of The Sangli Bank Limited, the paid-up equity share capital will increase to approximately Rs.903 crore.

In line with the growth momentum of the Indian economy, the Bank has grown at a rapid pace. Over the last three years, ICICI Bank’s asset base has grown at a compounded annual rate of over 40%.

ICICI Bank will require additional capital due to the requirement of capital for operational risk under Basel II, the recent guidelines substantially increasing the risk weights for various categories of assets and to support business growth in India and overseas. Given the future capital requirements, the Bank proposes a fresh issue of equity shares. Subject to necessary changes in applicable statutes and regulations, the Bank would also consider issuing preference shares eligible for inclusion in regulatory capital. Further, the Bank proposes to explore the possibility of early redemption of the existing preference share capital, though not provided for in the terms of the preference shares.

Pursuant to Section 12 of the Banking Regulation Act, 1949, the issued share capital of a bank cannot be less than 50% of its authorised capital. In order to enhance the equity capital, enable issuance of new preference shares, when permitted, and facilitate the possible reduction in existing preference share capital, while ensuring compliance with the above restriction, it is proposed to amend the authorised share capital of the Bank by reducing the overall Authorised Capital of the Bank from Rs. 1900,00,00,000 (Rupees One Thousand Nine Hundred crore) to Rs.1775,00,00,000 (Rupees One Thousand Seven Hundred Seventy Five crore).

Your approval is, therefore, sought to the amendment oft he said Clause V of the Memorandum of Association of the Bank vide Resolution at Item No. 1 of the Notice.

The relevant extract from Clause V at present vis-a-vis the proposed amendment are given below for ready reference of the Members:

Extract from Clause V at present	With the proposed amendment
The authorized capital of the Company shall be Rs.1900,00,00,000 divided into 155,00,00,000 shares of Rs.10 each and 350 shares of Rs.1 crore each	The authorized capital of the Company shall be Rs.1775,00,00,000 divided into 127,50,00,000 equity shares of Rs.10 each, 150,00,000 preference shares of Rs.100 each and 350 preference shares of Rs.1 crore each .......

Your approval is also sought vide Resolution at Item No. 2 of the Notice to amend the relevant Article of the Articles of Association of the Company to reflect the alteration in the authorized share capital and classification of the share capital.

The relevant Article 5(a) as at present and with the proposed amendment is given below for ready reference of the Members:

Present Article	Proposed Article
“5(a) The Authorised Capital of the Company is Rs.1900,00,00,000 divided into 100,00,00,000 equity shares of Rs.10 each, 5,50,00,000 preference shares of Rs.100 each and 350 preference shares of Rs.1 crore each.”	“5(a) The Authorised Capital of the Company is Rs.1775,00,00,000 divided into 127,50,00,000 equity shares of Rs 10 each, 150,00,000 preference shares of Rs.100 each and 350 preference shares of Rs.1 crore each.”

The Directors recommend the adoption of the Resolutions at Item Nos. 1 and 2 of the Notice.

No Director of the Company is in any way concerned or interested in the Resolutions at Item Nos.1 & 2 of the Notice.

At the Thirteenth Annual General Meeting of ICICI Bank Limited, convened and held at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002 on Saturday, July 21, 2007, the following Resolution was passed as Special Resolution.

Resolution at Item No. 19

RESOLVED that subject to the applicable provisions of the Companies Act, 1956 and subject to the requisite approvals, if and to the extent necessary, Article 56(d) of the Articles of Association of the Company be substituted by the following Clause:

“56( d) Acquisition of shares by a person/group which could take in the aggregate his/her/its holding to a level of 5 per cent or more of the total paid-up capital of the Bank (or such other percentage as may be prescribed by Reserve Bank of India from time to time) should be effected by such buyer(s) after obtaining prior approval of Reserve Bank of India.”

Explanatory Statement to the Notice of Thirteenth Annual General Meeting dated July 21, 2007 under Section 173(2) of the Companies Act 1956.

Article 56(d) of the Articles of Association of the Bank provides that “Acquisition of shares by a person/group which could take in the aggregate his/her/its holding to a level of 5 per cent or more of the total issued capital of the Bank (or such other percentage as may be prescribed by the Reserve Bank of India from time to time) should be effected by such buyer(s) after obtaining prior approval of the Reserve Bank of India. The term ‘group’ will have the same meaning as contained in Section 2(e) of the Monopolies and Restrictive Trade Practices Act, 1969”.

It is proposed to delete the reference to the definition of ‘group’. Further the words “5 per cent or more of the total issued capital of the Bank” are proposed to be substituted by the words “5 per cent or more of the total paid-up capital of the Bank”.

The Directors recommend the adoption of the Resolution at Item No. 19 of the Notice.

No Director is in any way concerned or interested in the Resolution at Item No. 19 of the Notice.

Amendments to the Object Clause approved by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002, which was approved by. Reserve Bank of India with some modifications as detailed below:

I.           Clause Ill (A) be modified and amended as follows:

(a) By inserting the following Clause as Clause 7A after Clause 7:

7A. To securitise, purchase, acquire, invest in, transfer, sell, dispose of or trade in any financial asset whatsoever, receivables, debts, whether unsecured or secured by mortgage of immoveables or charge on movables or otherwise, securitised debts, asset or mortgaged backed securities or mortgage backed securitised debts and to manage, service or collect the same and to appoint managing, servicing or collection agent therefor and to issue certificates or other instruments in respect thereof to public or private investors and to guarantee and insure the due payment, fulfillment and performance of obligations in respect thereof or in connection therewith and to promote, establish, undertake, organise, manage, hold or dispose of any special purpose entity, body corporate or vehicle for carrying on all or any such activities.

(b) By deleting Clause III(A)(18) and replacing it with the following:

18. To provide credit, charge, debit, saving, investment or other facilities to any person or persons (whether individuals, firms, companies, bodies, corporate or other entities), whether in the private or public sector by issuance of credit, charge, debit, stored value, prepaid, smart or

other cards whether private label, cobranded, affinity or otherwise and to establish and maintain card acceptance network (including physical, electronic, computer or automated machines network) and make payments or provide settlement service to the merchants or issuing banks on account of usage by the cardholders of the credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co-branded, affinity or otherwise.

(c) By inserting the following Clauses after Clause III(A)(20) as Object Clause Nos. 20A, 20B, 20C, 20D, 20E, 20F, 20G, 20H, 20I, 20J, 20K:

20A. To carry on the business of assisting industrial infrastructure and commercial enterprises :

in general by

i) assisting in the creation, expansion and modernisation of such enterprises;

ii) encouraging and promoting the participation of capital, both internal and external in such enterprises; and in particular by

i) providing finance in the form of long, medium or short term loans or equity participations ;

ii) sponsoring and underwriting new issues of shares and securities ;

iii) guaranteeing loans from other investment sources ;

iv) making funds available for re-investment by revolving investments as rapidly as prudent ;

v) performing and undertaking activities pertaining to leasing, giving on hire or hire-purchase, bill marketing, factoring and related fields;

20B To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever including by way of loans, advances, instalment credit, trade finance, hire or otherwise to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for any purpose whatsoever, including agriculture, industry, infrastructure, export-import, housing, consumer or others.

20C To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever, to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for :

(i) Purchasing or acquiring any freehold or leasehold lands, estate or interest in any land or property,

(ii) Taking demise for any term or terms of years of any land or property, or

(iii) Construction, erection, purchase, extension, alteration, renovation, development or repair any house or building or any form of real estate or any part or portion thereof.

20D To provide financial assistance to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector for any purpose whatsoever by means of leasing, giving on hire or hire-purchase, lending, selling, reselling, or otherwise disposing of all forms of immoveable and moveable properties and assets of any kind, nature or use, whatsoever and for the purpose, purchasing or otherwise acquiring dominion over the same, whether new or used.

20E To purchase, acquire, sell, dispose of, deal or trade in bullion and specie·and/or to issue, subscribe to, acquire, purchase, sell, dispose of, deal or trade in derivative financial instruments including futures, forwards, options, swaps, caps, collars, floors, swap options, bond options or other derivative instruments whether traded on any market or exchange or otherwise, for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies

corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector.

20F To promote, organize, manage or undertake the activities of insurance intermediaries including insurance or reinsurance brokers, consultants, surveyors, loss assessors, loss control engineers, risk managers, actuarial analyst and to promote, organize, manage or undertake, marketing, trading, distribution or servicing of insurance and assurance products of all kinds, whether life or general; financial, investment or other products including (without limitation) securities, stocks, shares, debentures, bonds, units, certificates or services offered by the Company and/or by any person, firm, company, body corporate, mutual fund, Government, State, public body or authority, supreme, municipal, local or otherwise, through the Company’s branches or offices.

20G To promote, organise or manage funds or investments on a discretionary or non-discretionary basis on behalf of any person or persons (whether individual, firms, companies, bodies, corporate, public body or authority, supreme, local or otherwise, trusts, pension funds, offshore funds, charities, other associations or other entities), whether in the private or public sector.

20H To act as Trustee of any deeds, constituting or securing any debentures, debenture stock, or other securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of executor, administrator, receiver, treasurer, custodian and trust corporation.

20I To provide financial services, advisory and counselling services and facilities of every description capable of being provided by share and stock brokers, share and stock jobbers, share dealers, investment fund managers and to arrange and sponsor public and private issues or placement of shares and loan capital and to negotiate and underwrite such issues.

II. Clause Ill (B) be modified and amended by:

(a) By deleting Clause III (B)(61) and replacing it with the following:

61. To do all or any of the above things and all such other things as are incidental or as may be thought conducive to the attainment of the above objects or any of them in India or any other part of the world either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, contractors trustees or otherwise and to do all such things as are incidental or conducive to the attainment of the above objects.

(b) By inserting the following Clauses after Clause III(B)(60) as Object Clause Nos. 60A, 60B and 60C:

60A To develop, improve, design, software and programme products of any and all descriptions in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.

60B To appoint trustees (whether individuals or corporations) to hold securities on behalf of and to protect the interests of the Company.

60C To promote, sponsor, organise, manage or undertake events, exhibitions, conferences, lectures, seminars, printing, publication or distribution of any books, report, literature, newspapers, publicity or other materials in connections with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.

RESERVE BANK OF INDIA

CENTRAL OFFICE

DEPARTMENT OF BANKING OPERATIONS AND DEVELOPMENT

CENTRE – 1, WORLD TRADE CENTER

CUPPE PARADE, COLABL, MUMBAI – 400 008

DBOD.No.PSBS. 728/16.01.128/2000-2001

27 February 2001

Confidential

The Managing Director

ICICI Bank Ltd.

Corporate Office, ICICI Towers

Bandra-Kurla Complex

Bandra (East), Mumbai 400 051

Dear Sir,

Scheme of Amalgamation under Section 44A of the Banking Regulation Act, 1949-Bank of Madura Ltd. With ICICI Bank Ltd.

Please refer to your letter dated 20 January 2001 enclosing therewith the captioned scheme of amalgamation as approved in the EGM held on 19.1.2001. In this connection, we forward herewith an order issued under sub section (4) of Section 44A of the Banking Regulation Act of 1949.

The scheme of amalgamation shall be effective from 10 March 2001.

2.  You may arrange to submit audited balance sheet of the amalgamated entity as on the effective date of the scheme within one month from the date, after ensuring compliance with the prescribed accounting policies/standards.

3.  For cancellation of the licence issued to Bank of Madura Lt as an Authorised Dealer for dealing in Foreign Exchange, you may approach our Exchange Control Department for necessary action.

4.  Further, you may approach our Chennai Office to whom a copy of the letter is endorsed for cancellation of the Licence issued to Bank of Madura Ltd under section 22 of the Banking Regulation Act, 1949.

5.  You may also arrange for surrender of the branch licences issued to Bank of Madura Ltd for reissual under section 23 of the Act ibid by our concerned regional offices.

6.  You may please let us know the date on which the dissolution of Bank of Madura Ltd. is to take place to enable us to consider issue of further orders required under the provisions of Section 44A(6A) & 44A(6B) of the B.R. Act, 1949

Yours faithfully,

sd/-

(A.L. Narsimhan)

Chief General Manager

Encl: As stated.

DBOD.No. PSBS.725/16.01. 128/2000-2001   26 February 2001

ORDER

Scheme of Amalgamation under Section 44A of the Banking Regulation Act, 1949-Bank of Madura Ltd, with ICICI Bank Ltd.

In exercise of the powers contained in subsection (4) of Section 44A of the Banking Regulation Act, 1949, the Reserve Bank of India hereby sanctions the appended scheme of amalgamation of Bank of Madura Ltd. (Transferor Bank) with ICICI Bank Ltd. (Transferee Bank) subject to modifications indicated  in Clauses 2, 18 and 19 as also deletion of Clause 30 of the Scheme.  The scheme of amalgamation shall come into effect from 10 March 2001.

sd/-

G.P. Muniappan

Executive Director

At the Twentieth Annual General Meeting of ICICI Bank Limited, convened and held at Sir Sayajirao Nagargruh, Vadodara Mahanagar Seva Sadan, Near GEB Colony, Old Padra Road, Akota, Vadodara 390 020 on Monday, June 30, 2014, the following Special Resolution was passed:

Resolution at Item no. 9

RESOLVED that subject to Section 14 and other applicable provisions of the Companies Act, 2013, Banking Regulation Act, 1949, Banking Laws (Amendment) Act, 2012, guidelines of Reserve Bank of India and such other requisite approvals as may be required, Article 56(d) and Article 113(b) of the Articles of Association of the Company be substituted by the following Clauses respectively:

Article 56(d) would be substituted as follows:

Acquisition of shares or voting rights therein, by a person directly or indirectly, by himself or acting in concert with any other person which taken together with shares and voting rights, if any, held by him or his relative or associate enterprise or person acting in concert with him, makes the applicant to hold five per cent or more of the paid-up share capital of the Bank or entitles him to exercise five per cent or more of the voting rights in the Bank, should be effected by such person(s) after obtaining prior approval of Reserve Bank of India.

For the purpose of this clause-

(a)   Associate enterprise means a company whether incorporated or not which

(i)  is a holding company or a subsidiary company of the applicant or

(ii)  is a joint venture of the applicant or

(iii)  controls the composition of the Board of Directors or other body governing the applicant or

(iv)  exercises in the opinion of the Reserve Bank of India significant influence on the applicant in taking financial or policy decisions or

(v)  is able to obtain economic benefits from the activities of the applicant;

(b)   Relative shall mean relative as defined in the Companies Act, 2013 as amended from time to time.

(c)   Persons shall be deemed to be acting in concert who for a common objective or purpose of acquisition of shares or voting rights in excess of the percentage mentioned in Section 12(b) of the Banking Regulation Act pursuant to an agreement or understanding (formal or informal) directly or indirectly co-operate by acquiring or agreeing to acquire shares or voting rights in the banking company.

(d)   Joint venture means a legal entity in the nature of a partnership engaged in the joint undertaking of a particular transaction for mutual profit or an association of persons or companies jointly undertaking some commercial enterprise wherein all contribute assets and share risks.

Article 113(b) would be substituted as follows:

On a poll, the voting rights of Members shall be as provided in Section 47 of the Companies Act, 2013, but will be subject to the ceiling of ten per cent of the total voting rights or such other percentage as may be stipulated by Section 12(2) of the Banking Regulation Act or under any of the proviso or explanation to Section 12 of the Banking Regulation Act.

85A

Explanatory Statement to the Notice of Twentieth Annual General Meeting dated June 30, 2014 under Section 102(1) of the Companies Act, 2013.

Item No. 9

Ministry of Finance has vide its gazette notification dated January 17, 2013 notified the Banking Laws (Amendments) Act, 2012 making certain amendments to the Banking Regulation Act, 1949. In the context of the above, Reserve Bank of India (RBI) vide its letter dated October 23, 2013 has advised all private sector banks to make necessary amendments to their Memorandum of Association (MoA) and Articles of Association (AoA) to align these constitutional documents with the provisions of the Banking Laws (Amendments) Act, 2012. Based on the changes to the provisions of the Banking Regulation Act, 1949, clauses 56(d) and 113(b) of the AoA are required to be amended to align the same with Banking Law (Amendments) Act, 2012.

Articles 56(d) of the Articles of Association provides that “Acquisition of shares by a person/group which could take in the aggregate his/her/its holding to a level of five per cent or more of the total paid-up capital of the Bank (or such other percentage as may be prescribed by RBI from time to time) should be effected by such buyer(s) after obtaining prior approval of RBI.” Article 56(d) was inserted in the AoA in line with Reserve Bank of India guidelines. It is proposed to amend the clause 56(d) to align the same with the new Section 12B introduced in Banking Regulation Act, 1949 on “Regulation of acquisition of shares or voting rights” which has enhanced the scope of the already existing clause as mentioned above to include the act of acquisition by a person acting in concert, relative and associate enterprise.

Article 113(b) of the Articles of Association provides that on a poll, the voting rights of Members shall be as provided in Section 87 of the Act (Companies Act, 1956), but will be subject to the ceiling of ten per cent of the total voting rights or such other percentage as may be stipulated by Section 12(2) of the Banking Regulation Act. It is proposed to amend Article 113(b) of the AoA to include appropriate cross reference to Section 47 of Companies Act, 2013 and Section 12(2) of the Banking Regulation Act, 1949 wherein a new proviso has been inserted and power has been given to RBI to increase, in a phased manner, ceiling on voting rights on poll from ten per cent to twenty six per cent.

85B

Scheme of Amalgamation

of

Bank of Madura Limited	Transferor Bank
with
ICICI Bank Limited	Transferee Bank

1.1   This Scheme of Amalgamation provides for the amalgamation Bank of Madura Limited, having its registered office at 33, North Chitrai Street, Madurai 625 001 (hereinafter referred to as the “Transferor Bank”) with ICICI Bank Limited, having its registered office at Landmark, Race Course Circle, Vadodara 390 007 (hereinafter referred to as the “Transferee Bank”), pursuant to Section 44A and other relevant provisions of the Banking Regulation Act, 1949 (hereinafter referred to as the “said Act”)

1.2   In this Scheme of Amalgamation, unless inconsistent with the subject or context, the following expressions shall have the following meaning :

1.2.1   “the Board of Transferee Bank”, shall mean the Board of Directors of the Transferee Bank, any Committee(s) constituted / to be constituted by the Board of Directors of the Transferee Bank or any other person authorised / to be authorised by the Board / Committee to exercise its powers including the powers in terms of this Scheme.

1.2.2   “the Effective Date” shall mean the date on which the Scheme of Amalgamation is sanctioned by the Reserve Bank of India or such other date as may be specified by the Reserve Bank of India by an order in writing passed in this behalf under the provisions of the said Act.

References in the Scheme of Amalgamation to the “coming into effect of the Scheme” shall mean the Effective Date.

1.2.3   “the Specified Date” shall mean such date as may be directed, by way of a further order in writing, by the Reserve Bank of India on which date the Transferor Bank shall stand dissolved.

1.2.4   “the said liabilities” shall mean all debts, demand deposits, saving bank deposits, term deposits, time and demand liabilities, borrowings, bills payable, interest accrued and all other liabilities, duties, undertakings and obligations of the Transferor Bank, as on the Effective Date.

1.2.5   “the said assets” shall mean the entire undertaking, the entire business, all the properties (whether movable or immovable, tangible or intangible), assets, investments of all kinds, all cash balances with the Reserve Bank of India and other banks, money at call and short notice, loans, advances, contigent rights or benefits, lease and hire purchase contracts, benefit of any security arrangements, authorities, allotments, approvals, reversions, buildings and structures, office and residential premises, tenancies, leases, licenses, fixed assets and other assets, powers, consents, registrations, agreements, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession or in the control of or vested in or granted in favour of or enjoyed by the Transferor Bank or to which the Transferor Bank may be entitled and include but without being limited to trade and service names and marks and other intellectual property rights of any nature whatsoever, permits, approvals, authorisations, rights to use and avail of telephones, telexes, facsimile, email, Internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of all agreements, all necessary records, files, papers, computer programs, manuals, data, catalogues, sales and advertising materials, lists and other details of present and former customers and suppliers, customers credit information, customer pricing information and other records in

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connection with or relating to the Transferor Bank and all other interests of whatsoever nature belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Bank, whether in India or abroad, as on the Effective Date.

1.2.6   “the Scheme” shall mean the Scheme of Amalgamation of the Transferor Bank with the Transferee Bank in its present form or as may be modified from time to time.

2.   On an from the Effective Date and subject to the provision of the Scheme in relation to the mode of transfer and vesting, other than such of the said assets as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery, the said assets shall be transferred to and vest in the Transferee Bank; in respect to such of the said assets as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery, the same shall be so transferred by the Transferor Bank, and in respect of the said assets other than those transferred in the manner provided hereinabove, the same shall, as more particularly provided by virtue of the order of sanction of the Reserve Bank of India under the provisions of Section 44A(6) and other applicable provisions of the said Act, without further act, instrument or deed, become as and from the Effective Date, the estate, assets, rights, title and interests of the Transferee Bank.

3.   The Transferee Bank may, from the Effective Date in accordance with the provisions hereof, if so required, under any law or otherwise, execute deeds of confirmation or any other writings in favour of any other party to any contract or arrangement to which the Transferor Bank is a party or is subject to in order to give formal effect to the Scheme as may be necessary. The Transferee Bank shall, under the provisions of the Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Bank and to implement or carry out all such formalities or compliances referred to hereinabove on the part of the Transferor Bank, to be carried out or performed.

4.   On and from the Effective Date all the said liabilities of the Transferor Bank shall also be and stand transferred or deemed to be transferred, without further act, instrument or deed, to the Transferee Bank, pursuant to the provisions of Section 44A and other applicable provisions of the said Act, so as to become the debts, liabilities, duties, undertakings and obligations of the Transferee Bank and further that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of the Scheme.

5.   (a)        On and from the Effective Date, any debentures, bonds, notes or other debt securities, if any,

whether convertible into equity or otherwise (hereinafter referred to as the “Transferor’s Securities”), and whether issued in India or abroad by the Transferor Bank, shall, without further act, instrument or deed become securities of the Transferee Bank and all rights, powers, duties and obligations in relation thereto shall be transferred to and vest in and shall upon coming into effect of the Scheme, be exercised by or against the Transferee Bank as if it were the Transferor Bank.

(b)   The Transferor’s Securities that have become the securities of the Transferee Bank, referred to aforesaid, shall be listed and/or admitted to trading as securities of the Transferee Bank on the relevant Stock Exchange(s) in India, in accordance with the terms of their respective issues save as specially modified by the provisions of the Scheme, or by necessary implication. The Transferee Bank shall enter into such arrangements and issue such confirmations and/or undertakings as may be necessary in accordance with the applicable laws or regulations, for the above purposes and further that it shall not be necessary to obtain the consent of any holder of the securities or any other person to give effect to the provisions of the Scheme.

(c)   On and from the Effective Date, any loans or other obligation due between or amongst the Transferor Bank and the Transferee Bank, if any, shall stand discharged and there shall be no liability in that behalf. In so far as any securities, debentures or notes issued by the Transferor Bank, and held by the Transferee Bank or vice versa, are concerned, the same shall, unless sold or transferred by the

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Transferor Bank or the Transferee Bank, as the case may be, at any time prior to the Effective Date, stand discharged and cancelled as on the Effective Date, and shall be of no effect and the Transferor Bank or the Transferee Bank, as the case may be, shall have no further obligations outstanding in the behalf.

6.   On and from the Effective Date and subject to the provisions hereof all contracts, deeds, tenancies, leases, licenses or other assurances, agreements, arrangements and other instruments of whatsoever nature to which the Transferor Bank is a party to or benefit of which the Transferor Bank may be eligible and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favour of the Transferee Bank as the case may be and all or any of the rights, privileges, obligations and liabilities of the Transferor Bank shall be transferred to and vest in the Transferee Bank and may be enforced as fully and effectual as if, instead of the Transferor Bank, the Transferee Bank had been a party, beneficiary or obligee thereto. The Transferee Bank shall, wherever necessary enter into and/or issue and/or execute deeds, writing or confirmations or enter into tripartite arrangements, confirmations or novations to which the Transferor Bank will, if necessary, also be a party in order to give formal effect to the provisions of the Scheme, on or prior to the Effective Date. Further, for the purposes of taxation or otherwise, on coming into effect of the Scheme, all the profits or incomes accruing or arising to the Transferor Bank or expenditure or losses arising or incurred by the Transferor Bank shall for all purposes be treated and deemed to be and accrue as the profits or incomes or expenditure or losses of the Transferee Bank.

7.   The Transferee Bank may enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangement or confirmations or novations to which the Transferor Bank shall, if necessary, also be a party in order to give formal effect to the provisions of the Scheme, if so required, under any law or if it becomes necessary, in favour of any party. Wherever such tripartite agreements or confirmations or novations are required, the Transferor Bank and the Transferee Bank shall ensure that the same is completed on or prior to the Effective Date. The Transferee Bank shall under the provisions of the Scheme be deemed to be authorised to execute any such writings on behalf of the Transferor Bank and to implement or carry out all such formalities or compliances referred to hereinabove on part of the Transferor Bank to be carried out or performed.

8.   On and from the Effective Date, all suits, actions and proceedings of whatsoever nature by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be continued and be enforced by or against the Transferee Bank as effectually as if the same had been filed by, pending and/or arising against the Transferee Bank.

9.   All the employees of the Transferor Bank in service on the Effective Date shall become the employees of the Transferee Bank on such date without any break or interruption in service and on emoluments which are not less favourable than those subsisting with reference to the Transferor Bank as on the Effective Date.

10.   In so far as the provident fund, gratuity fund, superannuation fund or any other special scheme(s)/fund(s) created or existing for the benefit of the employees of the Transferor Bank are concerned, on and from the Effective Date, the same shall stand transferred to the Transferee Bank and the Transferee Bank shall stand substituted for the Transferor Bank for all purposes whatsoever relating to the administration or operation of such schemes or funds or in relation to the obligations to make contributions to the said schemes or funds in accordance with the provisions of such schemes or funds as per the terms provided in the respective trust deeds/other documents to the end and intent that all rights, duties, powers and obligations of the Transferor Bank in relation to such funds or schemes shall become those of the Transferee Bank. It is clarified that the service of the employees of the Transferor Bank will be treated as having been continued for the purpose of the aforesaid funds or schemes or provisions.

11.   With effect from the date of approval of the Scheme by the Board of Directors of the Transferor Bank and up to and including the Effective Date :

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11.1   The Transferor Bank shall carry on all its business and activities with reasonable diligence and business prudence and shall not without the prior written consent of the Transferee Bank alienate, charge, mortgage, encumber or otherwise deal with the said assets or any part thereof, except in the ordinary course of business, or pursuant to any pre-existing obligation(s) undertaken by the Transferor Bank prior to the date of approval of the Scheme by its Board of Directors, which pre-existing obligations shall be disclosed in writing to the Transferee Bank by the Transferor Bank;

11.2   The Transferor Bank shall not without the prior written consent of the joint committee (constituted in terms of sub-clause 11.9 of Clause 11 of the Scheme) compromise, compound or settle any matter including any proceedings, suits or other actions for recovery of any debts or dues and nor shall the Transferor Bank, without the prior written consent of the joint committee enter into settlement of any debts or dues from any person by extending the maturity of any payments due, giving of any concession or making of any sacrifices on the claims, debts or dues of the Transferor Bank;

11.3   The Transferor Bank shall carry on and be deemed to have carried on all its business and activities and shall be deemed to have held and been in possession of and shall hold and be in possession of all the said assets for and on account of and in trust for the Transferee Bank;

11.4   The Transferor Bank shall not, without the prior consent in writing of the Board of the Transferee Bank, undertake any new business or undertake any substantial expansion of its current business;

11.5   The Transferor Bank shall provide to the Transferee Bank details of all charges, mortgages or any other encumbrances within such time as the Transferee Bank may require, and ensure the vacation or satisfaction of all such charges, mortgages or encumbrances prior to the Effective Date;

11.6   The Transferor Bank shall not, without the prior consent in writing of the Board of the Transferee Bank, declare or pay any dividend, whether interim or final;

11.7   Save and except as may be otherwise permitted or required under the provisions of the Scheme, the Transferor Bank and the Transferee Bank shall not make any change in their respective capital structure, either by issue of new equity or preference shares or bonus shares, convertible debentures, share warrants, options, or any securities convertible into equity shares or otherwise, sub-division, reduction, reclassification, consolidation, buy-back, or in any other manner which may affect the share exchange ratio, except with the prior written authorisation of the Board of Directors of the Transferor Bank and the Board of Directors of the Transferee Bank;

11.8   The Transferor Bank shall not, without the prior consent in writing of the Board of the Transferee Bank, alter, enhance or revise the emoluments, or perquisites or alter, enhance or revise the contributions of the Transferee Bank to any schemes/funds established by or under any law or otherwise including by way of any awards, settlements or standing orders, as applicable to the employees of the Transferor Bank; and

11.9   A joint committee comprising such number and of such persons (whether or not being the employees of the Transferor Bank and/or the Transferee Bank) as may be determined by the Transferee Bank be constituted to take such decisions as provided in the Scheme. No material decision in relation to the Transferor Bank’s business and affairs, and/or such other matters as the Transferee Bank may from time to time notify shall be taken by the Transferor Bank and no agreement or transaction (other than an agreement or transaction in the ordinary course of the Transferor Bank’s business) shall be entered into or performed by the Transferor Bank without the approval of the said joint committee including the appointment of any new person as an employee or staff or otherwise. The persons on the joint committee nominated by the Transferee Bank shall be entitled to attend the offices of the Transferor Bank and observe the business and activities being carried out by the Transferor Bank provided however that this would be subject to the approval, if any, of the Reserve Bank of India being required. Further, neither the Transferee Bank nor its representatives on the said joint committee shall be liable for any act or omission of the Transferee Bank or the joint committee, and they shall be fully indeminified and held harmless by the Transferor Bank.

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12.   The Authorised, Issued, Subscribed and Paid up Share Capital of the Transferor Bank as at November 30, 2000 is as under :

AUTHORISED

Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of the face value of Rs. 10/- each. ISSUED, SUBSCRIBED AND PAID UP

Rs. 11,76,99,000 divided into 1,17,69,900 equity shares of the value of Rs.10/- each fully paid up.

13.   The Authorised, Issued, Subscribed and Paid up Share Capital of the Transferee Bank as at November 30, 2000 is as under.

Rs.300,00,00,000 divided into 30,00,00,000 equity shares of the face value of Rs. 10/- each. ISSUED, SUBSCRIBED AND PAID UP

Rs. 196,81,88,800 divided into 19,68,18,880 equity shares of the face value of Rs.10/- each fully paid up.

14.   Upon coming into effect of the Scheme and in consideration of the transfer of and vesting of all the said assets and the said liabilities and the entire undertaking of the Transferor Bank to the Transferee Bank in terms of the Scheme, the Transferee Bank shall subject to the provisions of the Scheme and without any further application, act or deed, issue and allot Two (2) equity shares of the Transferee Bank of the face value of Rs.10/- each credited as fully paid-up in the capital of the Transferee Bank to those Members of the Transferor Bank whose names are recorded in its Register of Members (“the said Members”) on a date (“Record Date”) to be fixed by the Board of the Transferee Bank for every One (1) equity share of the face value of Rs.10/- each held by the said Members in the Transferor Bank and, the Transferee Bank and the Board of the Transferee Bank will create, issue and allot, such number of equity shares of the Transferee Bank to the said Members as is necessary or required. Equity shares of the Transferee Bank issued in terms of the Scheme shall, subject to applicable regulations, be listed and/or admitted to trading on the relevant Stock Exchange(s) in India where the equity shares of the Transferee Bank are listed and/or admitted to trading.

15.   The share certificates in relation to the shares held by the said Members in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from such Record Date, without any further act, deed or instrument. In so far as the issue of shares pursuant to Clause 14 hereof is concerned, each of the said Members, holding the share certificates of the Transferor Bank, shall have the option, exercisable by notice in writing by the said Members to the Transferee Bank on or before such date as may be determined by the Board of the Transferee Bank, to receive either in certificate form or in dematerialised form, the shares of the Transferee Bank in lieu thereof and in terms hereof. In the event that such notice from the said Members has not been received by the Transferee Bank in respect of any of the said Members, the shares of the Transferee Bank shall be issued to such Members in certificate form. In respect of those of the said Members exercising the option to receive the shares in dematerialised form, such of the said Members shall have opened and maintained an account with a depository participant and shall provide such other confirmations and details as may be required, and thereupon the Transferee Bank shall directly issue and credit the demat/dematerialised securities account of such Member with the shares of the Transferee Bank.

16.   Upon the coming into effect of the Scheme, the equity shares of the Transferee’ Bank to be issued and alotted to the said Members as provided in the Scheme shall rank pari passu in all respect with the equity shares of the Transferee Bank including pari passu entitlement in respect of dividends, if any, that may be declared by the Transferee Bank.

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17.   The Transferee Bank shall be entitled to declare and pay dividend, whether interim and/or final, to its Members in respect of the financial year/accounting period prior to the Effective Date subject to the Reserve Bank of India guidelines and subject to the provisions of the said Act. The Transferor Bank shall not declare any dividend except in accordance with the Scheme. The terms of the Scheme shall not be deemed to confer any right on the said Members or the Members of the Transferee Bank to demand or claim any dividend, which be entirely at the discretion of the Board of Directors of Transferor Bank and the Board of Directors of Transferee Bank, respectively, and subject to the provisions of the Memorandum and Articles of Association of the Transferor Bank and of the Memorandum and Articles of Association of the Transferee Bank, as the case may be.

18.   On and from the Effective Date, equity shares of the Transferor Bank, if any, held by the Transferee Bank, shall be deemed to be cancelled without any further act or deed, and no shares of the Transferee Bank are required to be issued in lieu thereof. Equity shares of the Transferee Bank held by the Transferor Bank, on the Effective Date if any, shall be deemed to be cancelled without any further act or deed on the Effective Date.

19.   Upon the coming into effect of the Scheme, no adjustment would be made to the book values of the assets and liabilities of the Transferor Bank when they are incorporated in the books of account of the Transferee Bank except to ensure uniformity of accounting policies and standards and to provide or adjust against the reserves appearing in the books of account of the Transferor Bank for non-performing assets, permanent diminution in assets, if any, or, on account of tax liabilities, if any, which are pending, if so required by the Transferee Bank in its sole discretion, which requirement will be complied with by the Transferor Bank on or prior to the Effective Date.

20.   The excess of the value of the net assets of the Transferor Bank as appearing in the books of account of the Transferor Bank, subject to adjustments, if any, as set out in Clause 19 hereinabove, over the paidup value of the shares to be issued and allotted pursuant to the terms of Clause 14 hereinabove, shall be accounted for and dealt with in the books of the Transferee Bank as follows :

20.1   An amount equal to the balance of “Profit and Loss Account” in the books of account of the Transferor Bank shall be credited by the Transferee Bank to its Profit and Loss Account.

20.2   An amount equal to the balance lying to the credit of the “Statutory Reserve Account” of the Transferor Bank shall be credited by the Transferee Bank to its Statutory Reserve Account.

20.3   An amount equal to the balance lying to the credit of the “Share Premium Account” of the Transferor Bank shall be credited by the Transferee Bank to its Share Premium Account.

20.4   An amount equal to the balance lying to the credit of the “Investment Fluctuation Reserve Account” of the Transferor Bank shall be credited by the Transferee Bank to a special account in the Books of the Transferee Bank to be styled “Investment Fluctuation Reserve Account”.

20.5   An amount equal to the balance lying to the credit of the revenue and other reserves account, as adjusted pursuant to the provisions of Clause 19 and the sub-clauses as hereinabove, shall be credited by the Transferee Bank to its revenue and other reserves accounts in the same form in which they appear in the books of account of the Transferor Bank.

21.   The balance, if any, in the event of a surplus, after giving effect to the adjustments as specified in Clause 19 and sub-clauses 20.1 to 20.5 of Clause 20 hereinabove, shall be credited by the Transferee Bank to a special account in the books of the Transferee Bank to be styled “Amalgamation Reserve Account”. The shortfall, if any, in the event of a deficit, occurring whilst giving effect to the adjustments as specified in Clause 19 and sub-clauses 20.1 to 20.5 hereinabove, shall be adjusted against the revenue and other reserves accounts as specified in Clause 20.5. The said Amalgamation Reserve Account, if any, shall be considered as a free reserve and shall form part of the net worth of the Transferee Bank.

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22.   The Transferee Bank shall be entitled to account any of the amounts, the accounts or the balances as referred to in Clause 19, 20 and 21 in any manner whatsoever as it may be deemed fit, after the Effective Date.

23.   The Transferor Bank and the Transferee Bank may make or assent, from time to time, on behalf of all persons concerned to any modifications or amendments to the Scheme or to any conditions or limitations which the Reserve Bank of India or any other relevant or concerned authority under law may direct or impose or which may otherwise be considered necessary, and may do and execute all acts, deeds, instruments, matters and things necessary for putting the Scheme into effect.

24.   For the purpose of giving effect to the Scheme as sanctioned by the Reserve Bank of India, the Board of the Transferee Bank may give all such directions as are necessary, expedient, incidental, ancillary or desirable including directions for settling or removing any question of doubt or difficulty that may arise with regard to the implementation of the Scheme, as it thinks fit, and such determination or directions as the case may be, shall be binding on all persons connected herewith or otherwise interested in the Scheme in the same manner as if the same were specifically incorporated in the Scheme.

25.   The Board of Directors of the Transferee Bank may review the position relating to satisfaction of the following conditions and if necessary to waive any of the following to the extent permissible under law:

25.1   approval, if required, of any Trustee of any debentures or other similar securities, being obtained if such approval is necessary under the terms of issue thereof; and/or,

25.2   vacating or satisfaction of the charges, mortagages or encumbrances, if any, on the said assets.

26.   The Transferor Bank and the Transferee Bank shall with all reasonable dispatch, make applications under Section 44A and all other applicable provisions of the said Act for sanctioning of the Scheme by the Reserve Bank of India and obtain all approvals as may be required by the law and for dissolution of the Transferor Bank without being wound up under the provisions of the law.

27.   This Scheme is specifically conditional upon and subject to :

27.1   the consent of a majority in number representing two-thirds in value of the Members of the Transferor Bank and of the Tranferee Bank at their respective meetings, present either in person or by proxy at a meeting called for the purpose;

27.2   the sanction of the Reserve Bank of India by an order in writing passed in this behalf pursuant to Section 44A of the said Act; and

27.3   sanction or approval, if any, under any law, of the Government of India or any other authority, agency department or person concerned, being obtained and granted in respect of the matters in respect of which such sanction or approval is required

28.   Under satisfaction of the said conditions, obtaining the said sanctions and approvals and passing of the said order or orders referred to in Clause 27 hereinabove, the Transferee Bank or the Transferor Bank, as the case may be, shall, for all purposes including for giving effect to the Scheme, under all laws for the time being in force, be deemed to be in compliance thereof.

29.   An order in terms of sub-clause 27.2 of Clause 27 hereinabove and sub-section (6C) of Section 44A of the said Act shall be conclusive evidence that all requirements of Section 44A of the said Act relating to amalgamation have been complied with, and a copy of the said order certified in writing by an officer of the Reserve Bank of India to be a true copy of such order and a copy of the Scheme certified in the like manner to be a true copy thereof, shall in all legal proceedings (whether in appeal or otherwise, and whether instituted before or after commencement of Section 19 of the Banking Laws (Miscellaneous Provisions) Act, 1963), be admitted as evidence to the same extent as the original order and the original scheme.

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30.   (Clause deleted by Reserve Bank of India vide its Letter No. PSBS 725 / 16.01.128/2000-2001 dated 26 February 2001)

31.   There will be no change in the name of the Transferee Bank by reason of coming into effect of the Scheme.

32.   Any Member of the Transferor Bank or the Transferee Bank, as the case may be, who has voted against the Scheme at the meeting of the Transferor Bank or the Transferee Bank, as the case may be, or has given notice in writing at or prior to the meeting of the Transferor Bank or the Transferee Bank, as the case may be, or to the presiding officer of the meeting of the Transferor Bank or the Transferee Bank, as the case may be, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by the Reserve Bank of India, to claim from the Transferor Bank or the Transferee Bank, as the case may be, in respect of shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, their value as determined by the Reserve Bank of India when sanctioning the Scheme and such Member shall, in consideration thereof, compulsorily tender the shares held by him, in the Transferor Bank or the Transferee Bank, as the case may be, to the Transferor Bank or the Transferee Bank respectively for cancellation thereof and to that extent the share capital of the Transferor Bank or the Transferee Bank, as the case may be, shall stand reduced. The determination by the Reserve Bank of India as to the value of the shares to be paid to the dissenting Member shall be final for all purposes.

33.   All costs, charges and expenses of the Transferor Bank and the Transferee Bank incurred by each of them in relation to or in connection with the Scheme and incidental to the completion of the amalgamation of the Transferor Bank with the Transferee Bank in pursuance of the Scheme, shall be borne and paid by the Transferee Bank.

34.   In the event of any of the said conditions referred to in Clause 27 hereinabove not being safisfied or the said sanctions and approvals referred to in Clause 27 hereinabove not being obtained and/or the said order or orders not being passed as aforesaid on or before July 31, 2001 or within such further period or periods as may be agreed upon between the Transferor Bank through and by its Board of Directors and the Transferee Bank through and by its Board of Directors (and which Board of Directors of each of the Transferor and the Transferee Banks are hereby authorised and empowered to agree to and extend the aforesaid period from time to time without any limitations in exercise of their powers), the Scheme shall stand nullified and shall become void, stand revoked, cancelled and be of no effect and shall be deemed to never have been in effect and all trusts constituted hereunder shall be deemed to have never have been in existence provided that in respect of any act or deed done by the Transferor and the Transferee Banks or their Directors, employees, contractors or by the joint committee or its members/nominees as is contemplated hereunder or any right, liability or obligation which has arisen or accrued pursuant thereto, shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law, provided further that and on occurrence of an event in terms hereof the Transferor Bank and the Transferee Bank shall bear and pay all their respective costs, expenses, losses or damages.

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GRAM: COMPANYREG TEL: 7438531

GOVERNMENT OF INDIA

MINISTRY OF LAW JUSTICE AND COMPANY AFFAIRS

(DEPARTMENT OF COMPANY AFFAIRS)

OFFICE OF THE REGISTRAR OF COMPANIES, GUJARAT

ROC BHAVAN: OPP. RUPAL PARK: B/H ANKUR BUS STAND

NARANPURA: AHMEDABAD 380 013

Co. No. 21012

FORM II

(See Regulation 20)

Memorandum Acknowledging Receipt of Documents.

The Registrar of Companies Acknowledges the receipt of the

undermentioned document relating to:

M/S/ ICICI BANK LIMITED

Description of Document:	Form No. 21 along with High Court of Gujarat Order passed on 7.3.2002 Under Section 391/394 of the Act, Capital Services Limited and ICICI Personal Financial Services Limited, (Mumbai) with ICICI Bank Limited (Gujarat), is taken on record by this office on 29.5.2002.
	/s/
	(U.S. PATOLE)
	ASSIT. REGISTRAR OF COMPANIES
	GUJARAT.
Place: Ahmedabad
Dated: 29.05.2002.

96

[FORM NO. 21

Registration No. 04-21012

Nominal Capital Rs. 300 crores

THE COMPANIES ACT, 1956

Notice of the Court’s/Company Law Board’s Order

[Pursuant to section 391(2)*]

1.     Name of the Company	:     ICICI Bank Limited
2.     Name of the Court/Company Law Board with Location	:     High Court of Gujarat at Ahmedabad
3.     Date of passing the Order	:     March 7, 2002
4.     Section of the Companies Act under which order passed. An authenticated copy of the order is attached	:     391(2)

Signature:	/s/
Name:	BHASHYAM SESHAN
Designation:	Company Secretary

97

FORM NO. 21

Registration No.: 11-9456

Nominal Capital: Rs. 69,500,000,000

The Companies Act 1956

Notice of the Court’s Order

[Pursuant to section 391(2) and 394(1)]

1.    Name of the Company	:    ICICI Limited
2.    Name of the Court/Company Law Board with Location	:    Hon. High Court of Judicature at Bombay
3.    Date of passing the Order	:    April 11, 2002 (Date of Sealing Order-May 3, 2002)
4.    Section of the Companies Act under which order passed.	:    Sections 391(2) and 394(1) of the Companies Act, 1956. An authenticated copy of Order is Attached.

98

FORM NO. 21

Registration No.: 11-125493

Nominal Capital: Rs. 5,00,00,000

The Companies Act, 1956

Notice of the Court’s Order

[Pursuant to section 391(2) and 394(1)]

1.    Name of the Company	:    ICICI Capital Services Limited
2.    Name of the Court/Company Law Board with Location	:    Hon. High Court of Judicature at Bombay
3.    Date of passing the Order	:    April 11, 2002 (Date of Sealing Order-May 2, 2002)
4.    Section of the Companies Act under which Order passed.	:    Sections 391(2) and 394(1) of the Companies Act, 1956. An authenticated copy of Order is attached.

99

FORM NO. 21

Registration No.:                                           11-124229

Nominal Capital:                                           Rs. 150,00,00,000

The Companies Act, 1956

Notice of the Court’s Order

[Pursuant to section 391(2) and 394(1)]

1.    Name of the Company	:    ICICI Personal Financial Services Limited
2.    Name of the Court/Company Law Board with Location	:    Hon. High Court of Judicature at Bombay
3.    Date of passing the Order	:    April 11, 2002 (Date of Sealing Order-May 2, 2002)
4.    Section of the Companies Act under which order passed.	:    Sections 391(2) and 394(1) of the Companies Act, 1956. An authenticated copy of Order is Attached.

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IN THE HIGH COURT OF GUJARAT AT AHMEDABAD

ORDINARY ORIGINAL JURISDICTION

COMPANY PETITION NO. 21 OF 2002

CONNECTED WITH

COMPANY APPLICATION NO. 360 OF 2001

		In the matter of the Companies Act, 1956;
		-And-
		In the matter of Sections 391 to 394 of the Companies Act, 1956;
		-And-
		In the matter of ICICI Bank Limited, a company incorporated under Companies Act, 1956 and having its registered office at Landmark, Race Course Circle, Vadodara – 390 007, Gujarat;
		-And-
		In the matter of Scheme of Amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
ICICI Bank Limited, a company incorporated	}
under the Companies Act, 1956 and having	}
its registered office at Land Mark, Race	}
Course Circle, Vadodara 390 097, Gujarat.	}	...... Petitioner Company.
		Coram: Mr. Justice M. S. Shah
		Dated : March 7, 2002

Order on Petition

UPON the Petition ICICI Bank Limited, the Petitioner abovenamed (hereinafter referred to as the “Transferee Company” or the “Petitioner Company” as the context may admit) presented to this Hon’b1e Court on the 30th day of January, 2002 for sanctioning the arrangement embodied in the Scheme of Amalgamation (the “Scheme”) of ICICI Limited (hereinafter referred to as “ICICI”), ICICI Capital Services Limited (hereinafter referred to as “ICICI Capital”) and ICICI Personal Financial Services Limited (hereinafter referred to as “ICICI PFS”) (ICICI, ICICI Capital and ICICI PFS are hereinafter collectively referred to as the ”Transferor Companies”) with the Petitioner Company and for other consequential reliefs as mentioned in the Petition and the said Petition being called on this day for hearing and final disposal AND UPON READING the said Petition and affidavit of Mr. Bhashyam Seshan, Company Secretary of the Petitioner Company, solemnly affirmed on the 30th day

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of January, 2002 verifying the said Petition AND UPON READING the affidavit of Mr. Anil C. Dave, a clerk in the Office of the Petitioner Company’s Advocates, dated 19th day of February, 2002 proving, publication of notice of hearing of the Petition in the issue of newspapers, i.e. All editions of Business Standard and all editions of Sandesh, all of them dated February 4, 2002, in compliance of the Order dated 31st January, 2002 passed in Company Petition No. 21 of 2002 AND UPON READING the affidavit of Mr. Sanjay Pulekar dated 5th day of February, 2002 proving service of notice of hearing of the Petition upon the Regional Director, Department of Company Affairs, Maharashtra, Mumbai AND UPON READING the Order dated 19th day of December, 2001, passed by this Hon’ble Court in Company Application No. 360 of 2001, interalia observing that no separate meetings of the creditors were required to be convened since the amalgamation was not affecting the interest of the creditors of the Petitioner Company. AND the said order having directed the Petitioner Company to convene meeting of the Equity Shareholders of the Petitioner Company on Friday the 25th day of January, 2002 for the purpose of considering, and if thought fit, approving with or without modifications, the arrangement embodied in the Scheme, being Annexure “I” to the Petition AND UPON READING the affidavit dated 17th day of January, 2002 of Shri Bhupendranath Vidyanath Bhargava, the Chairman, appointed for the meeting of the Equity Shareholders of the Petitioner Company, proving service of individual notice convening meeting upon the Equity Shareholders of the Petitioner Company and also proving publication of the notice convening the meeting of the Equity Shareholders of the Petitioner Company in the issue of newspapers “Business Standard” (Ahmedabad Edition) and Gujarati translation thereof in “Sandesh” (Baroda Edition) both dated 1st January, 2002 pursuant to the Orders dated 19th day of January, 2001 AND UPON READING the Report dated 29th January, 2002 of Shri Bhupendranath Vidyanath Bhargava, who conducted the meeting as the Chairman appointed by this Hon’ble Court for the meeting of the Equity Shareholders of the Petitioner Company as to the result of the said meeting AND UPON READING the affidavit of the Chairman Shri Bhupendranath Vidyanath Bhargava, dated 29th day of January, 2002, verifying the Report AND IT APPEARS from the said Report of the Chairman of the meeting of the Equity Shareholders of the Petitioner Company, that the arrangement, embodied in the Scheme, has been approved with the requisite majority in number of the Equity Shareholders of the Petitioner Company representing 96.60% in number of Equity Shareholders and 99.49% in the value of the Equity Shares, present and voting at the said meeting AND UPON PERUSING the affidavit of objector Mr. Dipakkumar Jayantilal Shah, served on the Advocate for the Petitioner Company on 25th February, 2002, AND UPON PERUSING the Company Application No. 24 of 2002 filed by the objector, Mr. Sureshchandra V. Parekh dated 24th January, 2002, AND UPON PERUSING the affidavit in reply, dated 26th day of February 2002 of Mr. Bhasyam Seshan, the Company Secretary of the Petitioner Company to the affidavit of Mr. D. J. Shah, AND UPON PERUSING the affidavit of Mr. Bhasyam Seshan, the Company Secretary of the Petitioner Company and the affidavit of Mr. Jayesh L. Odedra, Advocate, acting on behalf of Amarchand and Mangaldas and Suresh A. Shroff and Co., the Advocates on Record of the Petitioner Company, both dated 26th day of February, 2002, placing on record of this Hon’ble Court the comments / grievances / objections

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received in respect to the Scheme AND UPON PERUSING the affidavit in rejoinder, dated 27th day of February, 2002 of Mr. D. J. Shah, AND UPON HEARING, Shri Saurabh N. Soparkar, Senior Advocate, alongwith Mr. Sandeep Singhi and Mr. Jayesh L. Odedra instructed by M/s. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Petitioner Company, and Mrs. P. J. Dawawala, Add. Standing Central Govt. Counsel for the Regional Director, Department of Company Affairs, Maharashtra, Mumbai, appearing pursuant to the notice dated 31st day of January, 2002 issued by this Hon’ble Court, AND no other person or persons entitled to appear at the hearing of the said Petition appearing this day, either in support or to show cause against the said Petition; THIS COURT DOTH HEREBY sanction the arrangement embodied in the Scheme of Amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited, the Transferor Companies with the Petitioner Company, as set forth in the Scheme being Annexure “I” to the Petition and annexed as Schedule hereto AND THIS COURT DOTH HEREBY DECLARE that the said Scheme, with effect from the later of (i) 30th March, 2002 and (ii) the date on which the approval of the Reserve Bank of India becomes effective, which is the Appointed Date (hereinafter referred to as the “Appointed Date”) shall be binding on all the members of the Transferor Companies and of the Petitioner Company and all persons concerned under the Scheme AND THIS COURT DOTH ORDER that with effect from the Appointed Date the entire Assets / Undertakings (as defined in the Scheme of Amalgamation being Annexure “I” to the Petition and in the Schedule hereto) shall without any further act or deed stand transferred to and vested in and / or deemed to have been transferred to and vested in the Petitioner Company pursuant to the provision of Sections 391 to 394 of the Companies Act, 1956 so as to become the properties and assets of the Petitioner Company AND THIS COURT DOTH FURTHER ORDER that all debts, liabilities, duties and obligations of the Transferor Companies as set forth in the Scheme of Amalgamation shall without any further act or deed stand transferred to and vested in or deemed to have been transferred to and vested in the Petitioner Company pursuant to the provision of Sections 391 to 394 of the Companies Act, 1956 so as to become the debts, liabilities, duties and obligations of the Petitioner Company AND THIS COURT DOTH FURTHER ORDER that all suits, claims, actions and legal proceedings pending by or against the Transferor Companies pending and/or arising on or before the Appointed Date or the Effective Date (as defined in the Scheme), whichever is later, shall be continued and be enforced by or against the Petitioner Company AND THIS COURT DOTH FURTHER ORDER that all the employees of the Transferor Companies who are in service on the Appointed Date or the Effective Date (whichever is later) shall become the employees of the Petitioner Company on such date without any break or interruption of the service and on the terms and conditions not less favourable than those subsisting with reference to the respective of the Transferor Companies as on the said date AND THIS COURT DOTH FURTHER ORDER that upon the Scheme becoming finally effective and in consideration of the transfer and vesting of the Assets / Undertaking and all debts, liabilities, undertakings, duties and obligation of the Transferor Companies in the Petitioner Company in terms of the Scheme, the Petitioner Company shall, subject to the provisions of the Scheme and without further application, act, instrument or deed,

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issue and allot, to the equity shareholders of the ICICI whose names are recorded in its Register of members, on a Record Date to be fixed by the Board of Directors of the Petitioner Company or a committee of such Board of Directors, equity share of Rs. 10/- (Rupees Ten only) each, credited as fully paid up, in the ratio of 1 (one) equity shares of the face value of Rs. 10/- (Rupees Ten only) each in the Petitioner Company for every 2 (Two) equity shares of the face value of Rs. 10/- (Rupees Ten only) each held in ICICI; AND THIS COURT DOTH FURTHER ORDER that the Petitioner Company do within 30 days of the sealing of this Order, cause a certified copy of this Order to be delivered to the Registrar of Companies, Gujarat, Ahmedabad for registration and upon such certified copy of the Order being so delivered, the Registrar of Companies, Ahmedabad, shall, upon the Registrar of Companies, Maharashtra, Mumbai placing all the files and records of the Transferor Companies and transferring it to the Registrar of Companies, Ahmedabad, register the said files and records on the file kept by him in relation to the Petitioner Company and the files of the Transferor Companies and the Petitioner Company shall be consolidated accordingly AND THIS COURT DOTH FURTHER ORDER that the parties to the Scheme of Amalgamation and any other person or persons interested therein, shall be at liberty to apply to this Hon’ble Court for any directions that may be necessary in regard to the working of the arrangement embodied in the Scheme of Amalgamation as sanctioned herein and annexed as Schedule hereto AND THIS COURT DOTH LASTLY ORDER that the Petitioner Company do pay a sum of Rs. 3,500/- (Rupees Three Thousand Five Hundred Only) to Mrs. P. J. Dawavala, Add. Standing Central Govt. Counsel for the Regional Director, Department of Company Affairs, towards the costs of the Petition.

SCHEDULE

Being the Scheme of Amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited as sanctioned by the High Court of Gujarat at Ahmedabad.

Dated 7th day of March 2002.

104

SCHEME OF AMALGAMATION

of

ICICI LIMITED
ICICI CAPITAL SERVICES LIMITED	collectively the Transferor Companies
ICICI PERSONAL FINANCIAL SERVICES LIMITED

with

ICICI BANK LIMITED the Transferee Company

PART I - GENERAL

1. This Scheme of Amalgamation (hereinafter referred to as the “Scheme”) provides for the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited (both ICICI Capital Services Limited and ICICI Personal Financial Services Limited, are wholly-owned subsidiaries of ICICI Limited) with ICICI Bank Limited pursuant to Sections 391 to 394 and other relevant provisions of the Act.

2. In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the following meanings:

“Act” means the Companies Act, 1956 or any amendment or re-enactment thereof.

“ADRs” means American depositary receipts issued pursuant to the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993 together with any modification thereto and other applicable laws, and where relevant shall include the underlying equity shares relating thereto.

“Appointed Date” means the later of (i) March 30, 2002 and (ii) the date on which the approval of the Reserve Bank of India for the Scheme becomes effective.

“Assets” or “Undertaking” means all the undertakings, the entire businesses, all the properties (whether movable or immovable, tangible or intangible), assets, deposits, investments of all kinds (including shares, scrips, stocks, bonds, debentures, debenture stock, units or pass through certificates), all cash balances with the Reserve Bank of India and other banks, money at call and short notice, loans, advances, contingent rights or benefits, lease and hire purchase contracts and assets, securitised assets, receivables, benefit of assets or properties or other interest held in trust, benefit of any security arrangements, authorities, allotments, approvals, reversions, buildings and structures, office. residential. and other premises, tenancies, leases, licenses, fixed and other assets, powers, consents, authorities, registrations, agreements, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession or in the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Companies or to which the Transferor Companies may be entitled and include but without being limited to trade and service names and marks and other intellectual property rights of any nature whatsoever, permits, approvals, authorisations, rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of all agreements, all records, files, papers, computer programmes, manuals, data, catalogues, sales and advertising materials, lists and other details of present and former customers and suppliers, customers credit information, customer and supplier pricing information and other records in connection with or relating to the Transferor Companies and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Companies, whether in India or abroad.

“Deposit Agreement” shall have the meaning ascribed to it in Clause 17(a).

“Depositary” shall have the meaning ascribed to it in Clause 17(a).

“Effective Date” means the last of the dates on which all conditions, matters and filings referred to in Clause 26 hereof have been fulfilled and necessary orders, approvals and consents referred to therein have been obtained. References in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” shall mean the Effective Date.

“ICICI” means ICICI Limited, a company incorporated under the Indian Companies Act, 1913 and having its registered office at ICICI Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra.

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“ICICI Bank” or the “Transferee Company” means ICICI Bank Limited, a company incorporated under the Companies Act, 1956 and licensed by the Reserve Bank of India under the Banking Regulation Act, 1949 and having its registered office at Landmark, Race Course Circle, Vadodara 390 007, Gujarat.

“ICICI Bank Shares” shall have the meaning ascribed to it in Clause 8.

“ICICI Capital” means ICICI Capital Services Limited, a company incorporated under the Companies Act, 1956, and having its registered office at ICICI Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra.

“ICICI PFS” means ICICI Personal Financial Services Limited, a company incorporated under the Companies Act, 1956 and having its registered office at ICICI Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra.

“ICICI Stock Options” shall have the meaning ascribed to it in Clause 9 (b) (i).

“Joint Committee” shall have the meaning ascribed to it in Clause 7(a).

“Members” shall have the meaning ascribed to it in Clause 13(a).

“Liabilities” shall have the meaning ascribed to it in Clause 5(a).

“Pledged Documents” shall have the meaning ascribed to it in Clause 4(e).

“Pledged Shares” shall have the meaning ascribed to it in Clause 4(e).

“Preference Shares” shall have the meaning ascribed to it in Clause 13(e).

“Record Date” shall have the meaning ascribed to it in Clause 13(a).

“Securities Act” shall have the meaning ascribed to it in Clause 17(b).

“Security Trustee” shall have the meaning ascribed to it in Clause 4(e).

“Share Exchange Ratio” shall have the meaning ascribed to it in Clause 13(a).

“Transferor Companies” means collectively ICICI, ICICI Capital and ICICI PFS and “Transferor Company” means individually each of them.

“Transferor Companies’ Securities” shall have the meaning ascribed to it in Clause 5(d).

“Trust” shall have the meaning ascribed to it in Clause 8.

“Trust Deed” shall have the meaning ascribed to it in Clause 8.

“Trustees” shall have the meaning ascribed to it in Clause 8.

PART II - SHARE CAPITAL

3.         (a)         The share capital of ICICI as of September 30, 2001 is as under :

AUTHORIZED	(IN RUPEES)
1,600,000,000 Equity Shares of Rs. 10/- each	1600,00,00,000
5,000,000,000 Preference Shares of Rs. 10/- each	5000,00,00,000
350 Preference Shares of Rs. 10,000,000/- each	350,00,00,000
	6950,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
785,345,448 Equity Shares of Rs. 10/- each fully paid-up	785,34,54,480
Less: Calls in arrears	48,29,648.19
	784,86,24,831.81
350 0.001% Preference Shares of Rs. 1,00,00,000/- each fully paid-up redeemable at par on April 20, 2018	350,00,00,000

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Of the above –

(i)	6,750,000 Equity Shares are allotted as fully paid-up by way of bonus  shares by capitalization of General Reserve;
(ii)	222,534,943 Equity Shares are allotted as fully paid-up by conversion  of Debentures/ Loans into Equity Shares (including 9,798,327 Equity  Shares on conversion of loans of erstwhile SCICI Ltd.)
(iii)	69,184,024 Equity Shares are allotted as fully paid-up towards consideration for amalgamation of erstwhile SCICI Ltd. with ICICI.
(iv)	2,395,205 Equity Shares are allotted as fully paid-up towards  consideration for amalgamation of erstwhile ITC Classic Finance Limited with ICICI.
(v)	1,657,061 Equity Shares are allotted fully paid-up towards consideration for amalgamation of erstwhile Anagram Finance Limited with ICICI.
(vi)	256,414,285 (including 96,700,000 Equity Shares represented by Global Depositary Receipts which were converted into American Depositary Shares) Equity Shares are allotted as fully paid-up represented by American Depositary Shares through an international offering in US Dollars.

(b) The share capital of ICICI Capital as of September 30, 2001 is as under:

AUTHORIZED	(IN RUPEES)
5,000,000 Equity Shares of Rs. 10/- each	5,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
5,000,000 Equity Shares of Rs. 10/- each fully paid-up	5,00,00,000

(c) The share capital of ICICI PFS as of September 30, 2001 is as under:

AUTHORIZED	(IN RUPEES)
150,000,000 Equity Shares of Rs. 10/- each	150,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
5,000,000 Equity Shares of Rs. 10/- each	5,00,00,000

(d) The share capital of the Transferee Company as of September 30, 2001 is as under:

AUTHORIZED	(IN RUPEES)
300,000,000 Equity Shares of Rs. 10/- each	300,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
220,358,680 Equity Shares of Rs. 10/- each fully paid-up	220,35,86,800
Of the above –
23,539,800 Equity Shares are allotted as fully paid-up towards consideration for amalgamation of erstwhile Bank of Madura Limited with the ICICI Bank.

PART III - TRANSFER AND VESTING

4. Upon the coming into effect of this Scheme and with effect from the Appointed Date and subject to the provisions of this Scheme:

(a) The Undertaking of the Transferor Companies shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, the estate, assets, rights, title, interest and authorities of the Transferee Company.

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(b) Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same may be so transferred by the Transferor Companies, and shall, upon such transfer, become the property, estate, assets, rights, title, interest and authorities of the Transferee Company.

(c) All the licenses, permits, quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to the Transferor Companies shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Company so as to become as and from the Appointed Date the estates, assets, rights, title, interests and authorities of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law.

(d) All assets, estate, rights, title, interest, licenses and authorities acquired by or quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and/or all rights and benefits that have accrued to the Transferor Companies after the Appointed Date and prior to the Effective Date in connection or in relation to the operation of the Undertaking shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested or deemed to be transferred to and vested in the Transferee Company.

(e) Such of the shares which have been pledged in favour of one or more of the Transferor Companies (the “Pledged Shares”), whether in their own name or as an agent or trustee, by third parties by way of security under the terms of the relevant agreements, documents and/or arrangements (collectively the “Pledge Documents”), shall, without any further act, instrument or deed be and stand transferred to ICICI Trusteeship Services Limited, a company incorporated under the Companies Act, 1956 and having its registered office at ICICI Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra, who shall hold the Pledged Shares on trust as a trustee exclusively for the benefit of the persons for whose benefit the pledge has been created (ICICI Trusteeship Services Limited is hereinafter referred to as the “Security Trustee”), and all the rights, benefits and obligations of such Transferor Company as pledgee, agent or trustee under the Pledge Documents shall be and stand transferred to and vested in the Security Trustee, and the Pledge Documents shall continue to be in full force and effect and may be enforced as fully and effectually as if, instead of such Transferor Company, the Security Trustee had been a party thereto. The Security Trustee shall hold the Pledged Shares in trust for the benefit of the persons for whose benefit the pledge has been created and exercise all powers, trusts, authorities, duties and discretions as are specifically vested in the Security Trustee under the Pledge Documents and such other rights, powers and discretions as are reasonably incidental thereto, on and subject to the instructions and directions issued by the person for whose benefit the pledge has been created from time to time.

Upon the coming into effect of this Scheme and with effect from the Appointed Date:

(a) All debts, including rupee and foreign currency loans, term deposits, time and demand liabilities, borrowings, bills payable, interest accrued and all other duties, liabilities, undertakings and obligations of the Transferor Companies (the “Liabilities”) shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed be and stand transferred to and vested in or be deemed to stand transferred to and vested in, the Transferee Company so as to become the Liabilities of the Transferee Company, and further that it shall not be necessary to obtain the consent of any person who is a party to any contract or arrangement by virtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause.

(b) In case of such of the Liabilities or the documents governing such of the Liabilities where there is an obligation on one or more of the Transferor Companies to maintain any privilege or status specifically conferred by any statute or regulation, such obligation and related consequences thereof shall cease to be operative against the Transferee Company, and the relevant terms of the documents governing such Liabilities shall, without any further act, instrument or deed, stand modified accordingly.

(c) All public deposits, debentures or bonds of the Transferor Companies shall be kept distinctly identified in the records of the Transferee Company for all intents and purposes including taxation and accounting and shall not be combined with any existing outstanding deposit scheme or series of debentures or bonds of the Transferee Company.

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(d) (i) All debentures, bonds, notes or other securities of the Transferor Companies, whether convertible into equity or otherwise, (the “Transferor Companies’ Securities”), shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed become securities of the Transferee Company and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in or deemed to be transferred to and vested in and shall be exercised by or against the Transferee Company as if it were the Transferor Company in respect of the Transferor Companies’ Securities so transferred. If the Transferor Companies’ Securities are listed on any stock exchange, the same shall, subject to applicable regulations, be listed and/or admitted to trading on the relevant stock exchange/s whether in India or abroad, where the Transferor Companies’ Securities were listed and/or admitted to trading on the same terms and conditions unless otherwise modified in accordance with the provisions hereof.

(ii) Loans and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between or amongst the Transferor Companies and the Transferee Company shall stand discharged and there shall be no liability in that behalf on either party. Provided however, security over any moveable and/or immoveable properties and security in any other form (both present and future), if any, created by any person in favour of any one or more of the Transferor Companies for securing the obligation of the persons for and on whose behalf a guarantee, letter of credit, letter of comfort or other similar instrument has been executed or arrangements entered into by the Transferor Companies in favour of the Transferee Company shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed stand vested in and be deemed to be in favour of the Transferee Company and the benefit of such security shall be available to the Transferee Company as if such security was ab initio created in favour of the Transferee Company.

(iii) Any securities, debentures or notes, if any, issued by any one or more of the Transferor Companies, and held by the Transferee Company, and vice versa shall, unless sold or transferred by such Transferor Company or the Transferee Company, as the case may be, at any time prior to the Appointed Date or the Effective Date (whichever is later), stand cancelled as on the Effective Date, and shall be of no effect and such Transferor Company or the Transferee Company, as the case may be, shall have no further obligation outstanding in that behalf.

(iv) Without prejudice to the provisions of clause (d) (ii) above, the guarantees, letters of credit, letters of comfort and other similar arrangements, if any, given or executed or made by ICICI in favour of, for the benefit of and on behalf of, ICICI Capital and/or ICICI PFS in favour of any person shall stand discharged.

(e) If the Effective Date occurs after the Appointed Date, the following provisions shall apply:

(i) where any of the liabilities and obligations of the Transferor Companies as on the Appointed Date transferred to the Transferee Company have been discharged by the Transferor Companies after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company;

(ii) all loans raised and utilized and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Companies in relation to or in connection with the Undertaking after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to be transferred to and vested in the Transferee Company and shall become the liabilities and obligations of the Transferee Company which shall meet, discharge and satisfy the same; and

(iii) all estates, assets, rights, title, interests and authorities accrued to and/or acquired by the Transferor Companies in relation to or in connection with the Undertaking after the Appointed Date and prior to the Effective Date shall have been deemed to have been accrued to and/or acquired for and on behalf of the Transferee Company and shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed be and stand transferred to or vested in

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or be deemed to be transferred to or vested in the Transferee Company to that extent and shall become the estates, assets, right, title, interests and authorities of the Transferee Company.

6.  If the Effective Date occurs after the Appointed Date:

(a) each of the Transferor Companies with effect from the Appointed Date and upto and including the Effective Date:

(i) shall carry on and shall be deemed to have carried on all the business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, end in trust for, the Transferee Company; and

(ii) all the profits or incomes accruing or arising to the Transferor Companies, or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Companies shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses or taxes of the Transferee Company, as the case may be.

(b) each of the Transferor Companies with effect from the Appointed Date and upto and including the Effective Date shall carry on its business and activities with reasonable diligence and business prudence and shall not undertake financial commitments either for itself or on behalf of its subsidiaries or group companies or any third party, or sell, transfer, alienate, charge, mortgage or encumber the Undertaking or any part thereof, save and except in each case in the following circumstances:

(i) if the same is in its ordinary course of business as carried on by it as on the date of filing of this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad; or

(ii) if the same is expressly permitted by this Scheme; or

(iii) if prior written consent of the Transferee Company has been obtained.

(c) the Transferee Company with effect from the Appointed Date and upto and including the Effective Date shall carry on its business and activities with reasonable diligence and business prudence and shall not undertake financial commitments either for itself or on behalf of its subsidiaries or group companies or any third party, or sell, transfer, alienate, charge, mortgage or encumber its undertaking or any part thereof, save and except in each case in the following circumstances:

(i) if the same is in its ordinary course of business as carried on by it as on the date of filing this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad; or

(ii) if the same is expressly permitted by this Scheme; or

(iii) if prior written consent of each of the Transferor Companies has been obtained.

7. (a) The Board of Directors of ICICI and the Transferee Company have jointly constituted a committee in the manner described in sub-clause (b) below (the “Joint Committee”) to perform the functions specified in sub-clause (c) below from the date of filing of this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad until the Effective Date.

(b) The constitution of the Joint Committee shall be as mentioned hereinbelow:

(i) Shri K. V. Kamath (Managing Director and Chief Executive Officer, ICICI), as the Chairman of the Joint Committee;

(ii) Shri H. N. Sinor (Managing Director and Chief Executive Officer, ICICI Bank), as a member of the Joint Committee;

(iii) Shri K. V. Kamath shall have the power and authority to appoint such additional members of the Joint Committee, as may be necessary, from amongst the whole time Directors and/or employees of ICICI;

(iv) Shri H. N. Sinor shall have the power and authority to appoint such additional members of the Joint Committee, as may be necessary, from amongst the whole time Directors and/or employees of ICICI Bank.

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(c) From the date of filing of this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad and until the Effective Date, the Joint Committee shall perform the following functions:

(i) in case of any ambiguity or any question as to whether any matter is within or outside the ordinary course of the business of the Transferor Companies and/or the Transferee Company, it shall determine the same on the basis of evidence that it  may deem relevant for the purpose (including the books and records of the Transferor Companies and/or the Transferee Company);

(ii) to consider for approval the matters pertaining to the share capital of the Transferor Companies and/or the Transferee Company as specified in Clause 9 below;

(iii) to deal with the matters, if any, in relation to change in the employees’ compensation structure of the Transferor Companies and the Transferee Company and matters incidental or consequential or related thereto; and

(iv) to perform such other functions specifically provided elsewhere in this Scheme or as may be specifically conferred on it by the Boards of Directors of ICICI and the Transferee Company respectively.

(d) Unless otherwise agreed to between Shri K. V. Kamath and Shri H. N. Sinor, the quorum for meetings of the Joint Committee shall be two (2). The Joint Committee shall meet at such times and places, and shall observe and follow such rules and procedure formulated by the Joint Committee, from time to time, in regard to the transaction of business at its meetings. The Chairman of the Joint Committee or, if for any reason, the Chairman is unable to attend a meeting of the Joint Committee, any other member elected by the members present from amongst themselves at the meeting shall preside at such meeting. All matters shall be decided by the Joint Committee by a majority vote of the members present and voting at the meeting, and in the event of an equality of votes, the Chairman or in his absence, the person presiding, shall have the second or casting vote. If, however, without convening a meeting of the members of the Joint Committee any matter is decided by the Joint Committee wherein the consent or approval of the majority of the members of the Joint Committee is obtained by letter or letters or any instrument signed by such members of the Joint Committee then such letter or letters or instrument shall constitute a resolution passed or decision taken at the meeting of the Joint Committee duly convened and held and shall have the effect accordingly. All decisions of the Joint Committee determined as aforesaid shall be binding on the Transferor Companies and the Transferee Company.

8. ICICI may, on the Appointed Date, transfer all the shares of the Transferee Company held by it on such date (the “ICICI Bank Shares”) to an individual trustee or a board of trustees (including the survivors or survivor of any of the trustees comprising such board of trustees) or a corporate trustee (hereinafter referred to as the “Trustees”), to have and to hold the ICICI Bank Shares in trust together with all additions or accretions thereto upon trust exclusively for the benefit of ICICI and its successor subject to the powers, provisions, discretions, rights and agreements contained in the instrument (the “Trust Deed”)’establishing the aforesaid trust (the “Trust”). The Trustees shall not exercise any voting rights with respect to ICICI Bank Shares. It is proposed that the Trustee shall, within a period of 24 months from the Effective Date subject however to the prevailing market conditions (in which case, the said period may be suitably extended in the discretion of the Trustees), sell, transfer or dispose of the ICICI Bank Shares at such time or times and in such manner as may be proper in accordance with provisions of the Trust Deed and shall remit the proceeds thereof to ICICI or its successor and consequent thereto all obligations of the Trustees under the Trust Deed shall stand discharged and the trust shall stand terminated.

9. (a) From the date of filing of this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad and upto and including the Effective Date, none of the Transferor Companies and/or the Transferee Company shall make any change in its capital structure in any manner either by any increase (including by way of issue of equity and/or preference shares on a rights basis or by way of a public issue, bonus shares and/or convertible debentures or otherwise), decrease, reduction, reclassification, sub-division, consolidation, re-organisation, or in any other manner which may, in any way, affect the Share Exchange Ratio (as defined in Clause 13 below), except with the prior approval of the Joint Committee provided that nothing contained in this sub-clause shall be deemed to affect any pre-existing obligations of any of the Transferor Companies and/or the Transferee Company, including in respect of the issue of further employees’ stock options, vesting of stock options or exercise of vested options under any existing scheme or conversion of any loan or convertible security into equity shares

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in accordance with the terms of any loan obtained or convertible security issued by any of the Transferor Companies and/or the Transferee Company.

(b) (i) In respect of the stock options granted by ICICI under the employees’ stock options scheme to its directors and employees and employees of ICICI Capital or ICICI PFS or any other subsidiary or associate company of ICICI which have not yet been exercised and are outstanding (“ICICI Stock Options”), the said directors and employees shall, in lieu of the options held by them in ICICI, receive such number of options in the Transferee Company determined in accordance with the Share Exchange Ratio (as defined in Clause 13 below). The exercise price of the options received by the aforesaid directors and employees in lieu of the ICICI Stock Options shall be twice the price payable by the said directors and employees for the exercise of the ICICI Stock Options. All other terms and conditions in relation to the options aforesaid shall be similar to those contained in the employees stock option scheme of the Transferee Company.

(ii) Upon the coming into effect of this Scheme, Section IV Part I of the employees’ stock options scheme of the Transferee Company shall stand amended in the following manner:

“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 the aggregate of all such Options granted to the Eligible Employees shall not exceed five percent of the aggregate number of the issued equity shares of the Bank after coming into effect of the amalgamation of ICICI Limited, ICICI, Capital Services Limited and ICICI Personal Financial Services Limited with the Bank and the issuance of equity shares by the Bank pursuant to the aforesaid amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with the Bank.”

10.  Upon the coming into effect of this Scheme:

(a) all suits, actions and legal and other proceedings by or against the Transferor Companies pending and/or arising on or before the Appointed Date or the Effective Date (whichever is later) shall be transferred in the name of the Transferee Company and shall be continued and be enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the same had been pending and/or arisen by or against the Transferee Company.

(b) the Transferee Company shall be notified as the ‘designated person’ under the provisions of Section 16 read with Section 2(d) of the Shipping Development Fund Committee (Abolition) Act, 1986 and all suits, actions and legal and other proceedings by or against ICICI in its capacity as such ‘designated person’ pending and/or arising on or before the Appointed Date or the Effective Date (whichever is later) shall be transferred in the name of the Transferee Company and shall be continued and be enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the Transferee Company had originally been notified as the ‘designated person’ in that behalf and as if the same had been pending and/or arisen by or against the Transferee Company.

11. (a) Upon the coming into effect of this Scheme, and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, arrangements and other instruments (including all tenancies, leases, licenses and other assurances in favour of any of the Transferor Companies or powers or authorities granted by or to any of them) of whatsoever nature to which any of the Transferor Companies is a party or to the benefit of which any of the Transferor Companies may be eligible, and which are subsisting or having effect immediately before the Appointed Date or the Effective Date (whichever is later), shall, without any further act, instrument or deed, be in full force and effect in favour of or against the Transferee Company, as the case may be, and may be enforced as fully and effectually as if, instead of such Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto.

(b) The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, execute deeds of confirmation in favour of any party to any contract or arrangement to which any of the Transferor Companies is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Companies and to carry out or perform all formalities or compliances required for the purposes referred to above on the part of the Transferor Companies.

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12.  Upon the coming into effect of this Scheme:

(a) the employees of the Transferor Companies who are in service on the Appointed Date or the Effective Date (whichever is later), shall become the employees solely of the Transferee Company on such date without any break or interruption in service and on terms and conditions as to remuneration not less favourable than those subsisting with reference to the respective Transferor Companies on the said date.

(b) the existing provident fund, gratuity fund, and pension and/or superannuation fund or trusts created by the Transferor Companies or any other special funds created or existing for the benefit of the employees of the Transferor Companies shall be transferred to the relevant funds of the Transferee Company. In the event that the Transferee Company does not have its own fund with respect to any such matters, the Transferee Company shall create its own funds to which the contributions pertaining to the employees of Transferor Companies shall be transferred.

PART IV - REORGANIZATION OF CAPITAL

13. (a) Upon the coming into effect of this Scheme, and in consideration of the transfer of and vesting of the Undertaking and the Liabilities of the Transferor Companies in the Transferee Company in terms of this Scheme, the Transferee Company shall without any further application, act, instrument or deed, issue and allot to the equity shareholders of ICICI whose names are recorded in the Register of Members of ICICI (the “Members”), on a date (hereinafter referred to as the “Record Date”) to be fixed by the Board of Directors of the Transferee Company or a committee of such Board of Directors, equity shares of Rs. 10/- (Rupees ten only) each, credited as fully paid up, in the ratio of 1 (one) equity share of the face value of Rs. 10/- (Rupees ten only) each in the Transferee Company for every 2 (two) equity shares of the face value of Rs. 10/- (Rupees ten only) each held in ICICI.

(the above ratio in which the shares of the Transferee Company are to be allotted to the shareholders of ICICI by the Transferee Company is hereinafter referred to as the “Share Exchange Ratio”).

(b) The share certificates in relation to the shares held by the said Members in ICICI (and the ADRs that have been issued representing the underlying shares in ICICI) shall be deemed to have been automatically cancelled and be of no effect on and from such Record Date, without any further act, instrument or deed. In so far as the issue of shares pursuant to sub-clause (a) above is concerned, each of the said Members of ICICI, shall have the option, exercisable by notice in writing by the said Members to the Transferee Company on or before such date as may be determined by the Board of Directors of the Transferee Company or a committee of such Board of Directors, to receive either in certificate form or in dematerialised form, the shares of the Transferee Company in lieu thereof and in terms hereof. In the event that such notice has not been received by the Transferee Company in respect of any of the said Members, the shares of the Transferee Company shall be issued to such Members in certificate form. Those of the said Members exercising the option to receive the shares in dematerialised form shall be required to have an account with a depository participant and shall provide details thereof and such other confirmations as may be required. It is only thereupon that the Transferee Company shall issue and directly credit the demat/dematerialised securities account of such Member with the shares of the Transferee Company,

(c) No shares shall be issued by the Transferee Company pursuant to the amalgamation of ICICI Capital and ICICI PFS, both of which are wholly owned subsidiaries of ICICI.

(d) In respect of equity shares of ICICI where calls are in arrears, without prejudice to any remedies that ICICI or the Transferee Company, as the case may be, shall have in this behalf, the Transferee Company shall not be bound to issue any shares of the Transferee Company (whether partly paid or otherwise) nor to confirm any entitlement to such holder until such time as the calls-in-arrears are paid.

(e) Upon the coming into effect of this Scheme, the Transferee Company shall issue to the holders of 0.001% preference shares of Rs 1,00,00,000/- each fully paid-up (the “Preference Shares”) of ICICI one 0.001% preference share of Rs. 1,00,00,000/- fully paid in lieu of every Preference Share on the same terms and conditions subject to the approval of the Reserve Bank of India and issue of notification and/or grant of permission for issuance of such preference shares, and/or amendment of the Banking Regulation Act, 1949. Provided however, in case such approval and/or grant of permission and/or amendment is not forthcoming ICICI will make alternate arrangements for accounting for the Preference Shares. The Preference Shares of ICICI shall stand cancelled upon the issuance of the preference shares

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by the Transferee Company as aforesaid. Nothing contained in this Clause shall affect the redemption on maturity of any of the Preference Shares of ICICI prior to the Effective Date.

14. No fractional certificates shall be issued by the Transferee Company in respect of fractional entitlements, if any, to any Member. The Board of Directors of the Transferee Company shall, instead consolidate all such fractional entitlements and thereupon issue and allot equity shares in lieu thereof to the Trust or a director or an officer of the Transferee Company or such other person as the Transferee Company shall appoint in this behalf who shall hold the shares in trust on behalf of the Members entitled to fractional entitlements with the express understanding that such Trust, director(s) or officer(s) or person shall sell the same in the market at such time or times and at such price or prices in the market and to such person or persons, as it/he/they deem fit and pay to the Transferee Company, the net sale proceeds thereof, whereupon the Transferee Company shall distribute such net sale proceeds to the Members of ICICI in proportion to their respective fractional entitlements.

15. Equity shares issued and allotted by the Transferee Company in terms of Clause 13 shall be subject to the provisions of the Articles of Association of the Transferee Company and shall rank pari passu in all respects with the then existing equity shares of the Transferee Company, including in respect of dividends, if any, that may be declared by the Transferee Company, on or after the Appointed Date.

16. Equity shares of the Transferee Company issued in terms of Clause 13 above, shall, subject to applicable regulations, be listed or admitted to trading on the relevant stock exchange/s, whether in India or abroad, where the equity shares of the Transferee Company are presently listed or admitted to trading.

17. (a) Upon the coming into effect of this Scheme and the issue of shares in the Share Exchange Ratio, pursuant to Clause 13 above, the Transferee Company shall instruct its depositary (the “Depositary”) to issue ADRs of the Transferee Company to the existing investors in ADRs of ICICI in an appropriate manner in accordance with the terms of the Deposit Agreement entered into amongst the Transferee Company, Bankers Trust Company and all registered holders and beneficial owners from time to time of the ADRs of the Transferee Company (the “Deposit Agreement”). The Transferee Company and the Depositary shall enter into such further documents as may be necessary and appropriate in this behalf.

(b) The Transferee Company shall take necessary steps for the issue of ADRs pursuant to Clause 17(a) above and for listing the ADRs on the New York Stock Exchange, including without limitation the filing of a supplemental listing application with the New York Stock Exchange and any required amendment of the Form F-6 under the Securities Act of 1933, as amended, of the United States of America (the “Securities Act”):

(c) The ADRs issued to the existing investors in the ADRs of ICICI pursuant to Clause 17(a) above shall be similar in all material respects with the then existing ADRs of the Transferee Company.

(d) The equity shares underlying the ADRs issued to the existing investors in the ADRs of ICICI shall not be registered under Securities Act in reliance upon the exemption from registration contained in Section 3(a)(10) of the Securities Act, and upon a no-action letter issued by the staff of the US Securities and Exchange Commission. To obtain this exemption, the Transferee Company will rely on the approval of the Scheme by the High Court of Judicarure at Bombay and the High Court of Gujarat at Ahmedabad following the hearing by each court.

(e) If, on account of the Share Exchange Ratio, fractional ADRs of the Transferee Company have to be issued, then, in accordance with Section 4.03 of the Deposit Agreement, in lieu of delivering receipts for fractional ADRs the Depository may, in its discretion, sell the shares represented by the aggregate of such fractions, at public or private sale, at such place or places and at such price or prices as it may deem proper, and distribute the net proceeds of any such sale in accordance with the terms of the Deposit Agreement.

PART V - GENERAL TERMS AND CONDITIONS

18. (a) The Transferor Companies and the Transferee Company shall be entitled to declare and pay dividends, whether interim or final to their respective equity shareholders in respect of the accounting period prior to the Appointed Date. Provided that any such declaration after the Appointed Date and prior to the Effective Date shall be made with the prior approval of the Board of Directors of the Transferor Companies and the Transferee Company.

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(b) Until the coming into effect of this Scheme, the holder of equity shares of the Transferor Companies and the Transferee Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective articles of association including the right to receive dividends.

(c) It is clarified that the aforesaid provisions in respect of declaration of dividends, whether interim or final, are enabling provisions only and shall not be deemed to confer any right on any member of any of the Transferor Companies and/or the Transferee Company to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Transferor Companies and the Transferee Company and subject, wherever necessary, to the approval of the shareholders of the Transferor Companies and the Transferee Company, respectively.

19. (a) Upon the coming into effect of this Scheme and with effect from the Appointed Date, for the purpose of accounting for and dealing with the value of the assets and liabilities of ICICI in the books of the Transferee Company, the fair value of the assets (after deducting such provisions as are outstanding in the books of ICICI on the date immediately preceding the Appointed Date in respect of any asset or class of assets) and liabilities shall be determined on the Appointed Date to the satisfaction of the Transferee Company.

(b) Upon the coming into effect of the Scheme and with effect from the Appointed Date:

(i) If the fair value of any class of assets of ICICI determined in accordance with sub-clause (a) above is less than the value of such class of assets appearing in the books of ICICI immediately prior to the Appointed Date, the assets shall be accounted for and dealt with in the books of the Transferee Company at the value appearing in the books of ICICI on the date immediately preceding the Appointed Date and a provision equal to the difference between the value appearing in the books of ICICI and the fair value determined in accordance with sub-clause (a) above shall be made in the books of the Transferee Company.

(ii) If the fair value of any class of assets of ICICI determined in accordance with sub-clause (a) above is greater than the value of such class of assets appearing in the books of ICICI immediately prior to the Appointed Date, the assets shall be accounted for and dealt with in the books of the Transferee Company at the fair value.

(iii) Provisions outstanding in the books of ICICI on the date immediately preceding the Appointed Date in respect of any asset or class of assets shall be accounted for and dealt with in the books of the Transferee Company as provisions against the assets or class of assets against which such provisions were held in the books of ICICI on the date immediately preceding the Appointed Date.

(iv) The liabilities of ICICI shall be accounted for and dealt with in the books of the Transferee Company at the fair value determined in accordance with sub-clause (a) above.

(c) The excess of the fair value of the net assets of ICICI over the paid-up value of the shares to be issued and allotted pursuant to the terms of Clause 13, shall be accounted for and dealt with in the books of the Transferee Company as follows:

(i) The balance in “Special Reserve Account’’ of ICICI shall continue to be designated as Special Reserve Account in the books of the Transferee Company;

(ii) The balance in “Debenture Redemption Reserve Account” of ICICI shall continue to be designated as a Debenture Redemption Reserve Account in the books of the Transferee Company;

(iii) The aggregate balance in “Capital Reserve Account”, “Capital Redemption Reserve Account”, “Share Premium Account”, “General Reserve Account”, “Profit and Loss Account” and any other account included in reserves and surplus of ICICI on the date immediately preceding the Appointed Date shall be reduced by the provisions created in accordance with sub-clause (b)(i) above and such further adjustments as may be deemed necessary including such adjustments as may be required to ensure the uniform application of accounting standards and policies adopted by the Transferee Company and the net balance thereof shall be credited by the Transferee Company to its General Reserve Account.

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(d) (i) Upon the coming into effect of the Scheme and with effect from the Appointed Date, the assets and liabilities of ICICI Capital and ICICI PFS shall be accounted for and dealt with in the books of the Transferee Company at their fair values to be determined on the Appointed Date to the satisfaction of the Transferee Company.

(ii) In determining the fair value of the assets and liabilities of ICICI Capital and ICICI PFS and making the necessary adjustments, the provisions of sub-clauses (a) to (c) above shall be applied mutatis mutandis to ICICI Capital and ICICI PFS.

(iii) An amount equal to the net assets of ICICI Capital and ICICI PFS shall be credited by the Transferee Company to its General Reserve Account.

20. Upon the coming into effect of this Scheme:

(a) Clauses V of the Memorandum of Association of the Transferee Company shall, without any further act, instrument or deed, be and stand altered, modified and amended pursuant to Sections 94 and 394 and other applicable provisions of the Act in the manner set forth in Schedule I hereto.

(b) The Articles of Association of the Transferee Company shall, without any further act, instrument or deed, be and stand altered, modified and amended pursuant to Sections 31 and 394 and other applicable provisions of the Act in the manner set forth in Schedule II hereto.

21. Upon the coming into effect of this Scheme, the Board of Directors of the Transferee Company shall be reconstituted in accordance with the provisions of the Act and the Banking Regulation Act, 1949. Provided that, subject to the approval of the Reserve Bank of India, the maximum number of Directors on the Board of Directors shall be increased to 21 (exclusive of the nominee director appointed by the Government of India and the director as may be nominated pursuant to the trust documents in relation to the issue of debentures or bonds of the Transferee Company and/or the Transferor Companies).

22. Upon the coming into effect of this Scheme, the borrowing limits of the Transferee Company in terms of Section 293(1)(d) of the said Act, shall without further act, instrument or deed stand enhanced by an amount aggregating to Rs.100,550 crore being the aggregate borrowing limits of the Transferor Companies, such limits being incremental to the existing limits of the Transferee Company.

23. The Transferor Companies shall with all reasonable despatch, make applications/petitions under Sections 391 and 394 and other applicable provisions of the Act to the High Court of Judicature at Bombay for sanctioning of this Scheme and for dissolution of the Transferor Companies without winding up under the provisions of law, and obtain all approvals as may be required under law. Upon coming into effect of this Scheme, the Transferor Companies shall, without any further act, deed, or instrument, be dissolved without winding-up.

24. The Transferee Company shall also with all reasonable despatch, make applications/petitions under Sections 391 and 394 and other applicable provisions of the Act to the High Court of Gujarat at Ahmedabad for sanctioning of this Scheme under the provisions of law, and obtain all approvals as may be required under law.

25. (a) The Transferor Companies and the Transferee Company may assent from time to time on behalf of all persons concerned to any modifications or amendments or additions to this Scheme or to any conditions or limitations which either the Boards of Directors of any of the Transferor Companies and the Transferee Company deem fit, or which the High Court of Judicature at Bombay and/or the High Court of Gujarat at Ahmedabad and/or any other authorities (including the Reserve Bank of India) under law may deem fit to approve of or impose and which the Transferor Companies and the Transferee Company may in their discretion deem fit and to resolve all doubts or difficulties that may arise in carrying out and implementing this Scheme and to do, authorise and execute all acts, instruments, deeds, matters and things necessary, or to review the position relating to the satisfaction of the conditions to this Scheme and if necessary, to waive any of those (to the extent permissible under law) for bringing this Scheme into effect. In the event of any of the conditions that may be imposed by the Courts or other authorities (including the Reserve Bank of India) which the Transferor Companies or the Transferee Company may find unacceptable for any reason, then the Transferor Companies and the Transferee Company are at liberty to withdraw the Scheme. The aforesaid powers of the Transferor Companies and the Transferee Company may be exercised by their respective Boards of Directors, a committee or committees of the concerned Board of Directors or any director authorised in that behalf by the concerned Board of Directors (hereinafter referred to as the “delegates”).

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(b) For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the delegate of the Transferor Companies and Transferee Company may give and are authorised to determine and give all such directions as are necessary including directions for settling or removing any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically  incorporated in this Scheme.

(c) In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of ICICI, the Board of Directors or any committee thereof of ICICI shall be empowered in appropriate cases, even subsequent to the Record Date to effectuate such a transfer in ICICI as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or the transferee of the share in the Transferee Company and in relation to the new shares after the Scheme becomes effective.

26. This Scheme is conditional upon and subject to:

(a) the Scheme being agreed to by the requisite majorities of the members of the Transferor Companies and the Transferee Company as required under the Act and the requisite orders of the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad referred to in Clauses 23 and 24 above being obtained;

(b) the approval of the Reserve Bank of India being obtained;

(c) such other sanctions and approvals including from any governmental authority or contracting party, if  any, as may be required by law  or contract in respect of the Scheme being obtained; and

(d) the certified copies of the court orders referred to in this Scheme being filed with the Registrar of Companies, Maharashtra, and the Registrar of Companies, Gujarat.

27. In the event of this Scheme not becoming effective by June 30, 2002 or by such later date as may be agreed to by the respective Boards of Directors of the Transferor Companies and the Transferee Company, this Scheme shall become null and void and in that event no rights and liabilities whatsoever shall accrue to or be incurred inter se by the parties or their shareholders or creditors or employees or any other person. In such case each company shall bear its own costs or as may be mutually agreed amongst themselves.

28. All costs, charges and expenses, including any taxes and duties of the Transferor Companies and Transferee Company respectively in relation to or in connection with this Scheme and incidental to the completion of the amalgamation of the Transferor Companies in pursuance of this Scheme shall be borne and paid by ICICI.

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SCHEDULE I

Amendment to the Memorandum of Association

Clause V of the Memorandum of Association of the Transferee Company shall stand modified and amended by deleting the Clause and replacing it with the following:

“The authorized capital of the Company shall be Rs. 2,250,00,00,000 divided into 1,90,00,00,000 shares of Rs. 10/- each and 350 shares of Rs. 1 crore each with rights privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reduce the capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privilege, condition or restriction, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify, or abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provisions for the time being in force.”

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SCHEDULE II

Amendment to the Articles of Association

The Articles of Association of the Company shall stand modified and amended in the following manner.

1.  By deleting the definition of ICICI in Article 3.

2. By deleting Article 5(a) and replacing it with the following :-

“5(a) The Authorised Share Capital of the Company is Rs. 2,250,00,00,000 divided into 1,90,00,00,000 equity shares of Rs. 10/- each and 350 preference shares of Rs. 1 crore each.”

3. By inserting the word ‘debentures’ in Article 10(a) after the word ‘shares’ and before the words ‘or other interest ....’.

4. By inserting a new Article 80A as follows:

“The Company may purchase its own shares in the manner provided for in Section 77A of the Act.”

5. By deleting Article 99(b) and replacing it with the following:

“99(b) If there be no Chairman or if at any meeting he shall not be present within 15 minutes after the time appointed for holding such meeting, or is unwilling to act, the Managing Director shall be entitled to act as the Chairman of such meeting failing which the Non-Rotational Directors present may choose one of their number to act as Chairman of the meeting and in default of their doing so, the Members present shall choose one of (the Directors to take the Chair and if no Directors present be willing to take the Chair, the Members present shall choose one of their number to be the Chairman of the meeting.”

6. By deleting Article 113 and replacing it with the following:

“113 (a) on a show of hands, every Member present in person shall have one vote; and

(b) on a poll, the voting rights of Members shall be as provided in Section 87 of the Act, but will be subject to the ceiling of ten per cent of the total voting rights or such other percentage as may be stipulated by Section 12(2) of the Banking Regulation Act.”

7. By deleting Article 126 and replacing it with the following:

“126 Until otherwise determined by a General Meeting, the number of Directors shall not be less than three or more than 21 excluding the Government Director (referred to in Article 128A) and the Debenture Director (referred to in Article 129) (if any).”

8. By deleting Article 128 and replacing it with the following:

“128 Not more than one-third of the total number of Directors shall be non-rotational Directors and, except for the Debenture Director and the Government Director, such non-rotational Directors (hereinafter referred to as the “Non-Rotational Directors”) shall be appointed by the Board of Directors of the Company. The remaining Directors shall be persons whose period of office is liable to determination by rotation and subject to the provisions of the Act shall be appointed by the Company in General Meeting.”

9. By inserting a new Article 128A after the existing Article 128:

“128A (a) During such time as the Guarantee Agreement dated March 14, 1955 or the Guarantee Agreement dated July 15, 1959 or the Guarantee Agreement dated October 28, 1960 or the Guarantee Agreement dated February 28, 1962, between the President of India and The International Bank for Reconstruction and Development shall remain in force the President of India shall have the right from time to time to appoint one person as a Director of the Company and to remove such person from office and on a vacancy being caused in such office from any cause whether by resignation, death, removal or otherwise to appoint a Director in the vacant place. The Company shall be entitled to agree with the President of India for the appointment of a Director of the Company by the President of India as contemplated by this Article in respect of any

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future advance or advances by the Government of India or in respect of any guarantee or guarantees that may be given by the Government of India in connection with the Company’s future borrowings from The International Bank for Reconstruction and Development or any other financial institution. The Director appointed under this Article is herein referred to as “the Government Director” and the term “Government Director” means the Director for the time being in office under this Article. The Government Director shall not be liable to retire by rotation or be removed from office except by the President of India as aforesaid. Subject as aforesaid the Government Director shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company.”

10. By inserting the following sentence at the end of Article 132 after the words “...or the Central Government”:

“No Director who is a Government servant shall be entitled to receive any remuneration under this Article or other provisions of these presents except as authorised :by the Government.”

11. By inserting a new Article 132A after the existing Article 132:

“132A Subject to the provisions of Article 132in the case of a Government servant, the Directors may allow and pay to any Director who is not a bona fide resident of the place where a meeting is held and who shall come to such place for the purpose of attending a meeting such sum as the Directors may consider fair compensation for travelling, hotel and other expenses in addition to his remuneration as above specified and the Directors may from time to time fix the remuneration to be paid to any member or members of their body constituting a committee appointed by the Directors in terms of these presents and may pay the same.”

12. By inserting a new Article 132B after the Article 132A:

“132B Subject to the provisions of Article 132 in the case of a Government servant if any Director, being willing, shall be called upon to perform extra services or to make any special exertions in going out or residing at a particular place or otherwise for any of the purposes of the Company, the Company may remunerate such Director either by fixed sum or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration above provided.”

13. By deleting Article 140(b)(iii)

14. By deleting Article 142 and replacing it with the following:

“142 At every Annual General Meeting of the Company, one third of such Directors for the time being as arc liable to retire by rotation or if their number is not three or a multiple of three, then the number nearest to one-third shall retire from office. The Debenture Directors, the Government Directors and the Non-Rotational Directors, subject to Article 151, shall not be subject to retirement under this Article.”

15. By deleting the words ‘‘nomination of ICICI Directors by ICICI” in Article 149(d) and replacing it with the words “appointment of the Non-Rotational Directors”.

16. By inserting the words “or a Non-Rotational Director” instead of the words “or a Nominee Director” in Article 150(a).

17. By deleting Article 151(a) and replacing it with the following:

“151(a) Subject to the provisions of the said Acts and these presents, the Board of Directors of the Company shall be entitled to appoint from time to time, one or more of the Non-Rotational Directors to act as the Whole-time or Executive Chairman and Managing Director or Part­time Chairman or Whole-time Chairman (hereinafter referred to as the “Executive Chairman”) or a Managing Director or Managing Director(s) and/or Whole-time Director or Whole-time Director(s) of the Company (hereinafter referred to as the “Managing Director”) for such term not exceeding five years at a time as the Board of Directors may think fit to manage the affairs and business of the Company and may from time to time (subject to provisions of any contract between him and the Company) may remove or dismiss him or them from office and appoint another in his place.”

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18. By deleting Article 151(b).

19. By deleting Article 151(c).

20. By deleting the following paragraph in Article 155:

“Provide further, that no quorum for a Meeting of the Board shall be constituted and no such meeting shall proceed to transact any business unless at least one ICICI Director or his Alternate are present at such meeting, except where for a particular meeting the said requirement for a quorum is waived in writing by the ICICI Directors or their Alternates.”

21. By deleting Article 157 and replacing it with the following:

“157 The Directors may subject to the provisions of the Act delegate any of their powers to Committees consisting of Directors and/or such other person or persons as they think fit, and they may from time to time revoke and substitute such delegation. Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors. All acts done by any such Committee in conformity with such regulations and in fulfilment of the purposes of its appointment but not otherwise, shall have the force and the effect as if done by the Board.”

22. By deleting Article 159(a) and replacing it with the following:

“159(a) All meetings of the Directors shall be presided over by the Chairman if present, but if at any meeting of Directors, the Chairman be not present, at the time appointed for holding the same, then and in that case the Managing Director shall be entitled to be the Chairman of such meeting, failing which the Board shall choose one of the Non-Rotational Directors then present to preside at the meeting.”

23. By deleting Article 161(c).

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WITNESS SHRI BABULAL CHANDULAL PATEL, ESQUIRE, THE ACTING CHIEF

JUSTICE at Gujarat High Court, aforesaid this 7th day of March, Two Thousand and Two.

	BY THE ORDER OF THE COURT
	/s/
	JOINT REGISTRAR
	This 17th day of April, 2002
	/s/
	SEALER
	This 17th day of April, 2002

ORDER DRAWN BY
/s/
(Amarchand and Mangaldas and Suresh A. Shroff and Co.)
Advocates for the Petitioners.
Apartment 4B, Premchand House Annexe,
Old High Court Way,
Ashram Road,
Ahmedabad 380 009

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IN THE HIGH COURT OF GUJARAT AT

AHMEDABAD

ORDINARY ORIGINAL JURISDICTION

COMPANY PETITION NO. 21 OF 2002

CONNECTED WITH

COMPANY APPLICATION NO. 360 OF 2001

In the matter of Scheme of Amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.

ORDER ON PETITION

DATED THIS 7th DAY OF MARCH, 2002

FILED THIS 17th DAY OF APRIL, 2002

Amarchand & Mangaldas & Suresh A. Shroff &

Co.

Apartment No. 4B, Premchand House Annexe,

Old High Court Way, Ashram Road,

Ahmedabad- 380 009

Advocates for the Petitioner

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DBOD No.PSBS854/16.01.128/02-03

January 16, 2003

Mr. Jyotin Mehta

Company Secretary

ICICI Bank Ltd, ICICI Towers,

Bandra Kurla Complex,

Mumbai.

Dear Sir,

Banking Regulation Act, 1949 – Sections 6, 8, 12 & 49-C – Alteration of

Memorandum of Association – Object clause and share capital-

……

……

(xii) As regards the proposed amendment to Clause V of MOA to reduce the authorised capital from the present level of Rs.2,250 crores to Rs.1,900 crores, it is advised that the proposed amendment is in order.

……

……

Yours faithfully

Sd/-

(M. Rajeshwar Rao)

General Manager

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DBOD No.PSBS1128/16.01.128/03-04

May 12, 2004

The Managing Director

ICICI Bank Ltd,

ICICI Towers,

Bandra-Kurla Complex,

Mumbai -400 051.

Dear Sir,

Alteration to Memorandum of Association – ICICI Bank Ltd-

No Objection Certificate under Section 49C of the BR Act, 1949

Please refer to your letters dated February 24, 2004 and May 5, 2004 on the captioned subject. In this connection it Is advised that we have no objection to the proposed alteration to the Memorandum of Association of the bank. Further, we advise that you should forward to this Department a copy of the amended Memorandum of Association of the bank duly signed by the authorized signatories, for record.

2.         Please acknowledge receipt.

Yours faithfully,

/s/

(K.N. Rajan)

Deputy General Manager

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DBOD No.PSBD 10268 /16.01.128/2006-07 April 18, 2007

Order

Scheme of Amalgamation under Section 44A of Banking Regulation Act, 1949 – The Sangli Bank Ltd. with the ICICI Bank Ltd.

In exercise of the powers contained in subsection (4) of Section 44A of Banking Regulation Act, 1949, the Reserve Bank of India hereby sanctions the appended scheme of amalgamation of The Sangli Bank Ltd. (Transferor Bank) with the ICICI Bank Ltd. (Transferee Bank). The scheme of amalgamation shall come into effect from April 19, 2007.

/s/

(Anand Sinha)

Executive Director

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SCHEME OF AMALGAMATION

Of

The Sangli Bank Limited	Transferor Bank
with
ICICI Bank Limited	Transferee Bank

PART I – GENERAL

1. This Scheme of Amalgamation provides for the amalgamation of the Sangli Bank Limited, a company within the meaning of the Companies Act, 1956 (hereinafter referred to as the “Companies Act”) and licensed as a banking company under the provisions of the Banking Regulation Act, 1949 (hereinafter referred to as the “said Act”), having its Registered Office at Rajwada Chowk, Sangli 416 416, Maharashtra (hereinafter referred to as the “Transferor Bank”) with ICICI Bank Limited, a company incorporated under the provisions of the Companies Act and licensed as a banking company under the provisions of the said Act, having its Registered Office at Landmark, Race Course Circle, Vadodara 390 007, Gujarat (hereinafter referred to as the “Transferee Bank”), pursuant to Section 44A and other relevant provisions of the said Act and Reserve Bank of India’s guidelines for merger and amalgamation of private sector banks dated May 11, 2005 (hereinafter referred to as the “RBI Guidelines”).

2. In this Scheme of Amalgamation, unless inconsistent with the subject or context, the following words or expressions shall have the following meaning:

(a) ‘Board of the Transferee Bank’ shall mean the Board of Directors of the Transferee Bank, any Committee/s constituted / that may be constituted by the Board of Directors of the Transferee Bank or any other person authorised / to be authorised by the Board or the Committee/s to exercise its powers including the powers in terms of this Scheme.

(b) ‘Board of the Transferor Bank’ shall mean the Board of Directors of the Transferor Bank, or any person authorised / to be authorised by the Board to exercise its powers including the powers in terms of this Scheme.

(c) ‘Effective Date’ shall mean the date on which Reserve Bank of India sanctions the Scheme of Amalgamation or such other date as may be specified by Reserve Bank of India by an order in writing passed in this behalf under the provisions of the said Act and RBI Guidelines. References in the Scheme of Amalgamation to the ‘coming into effect of the Scheme’ shall mean the Effective Date.

(d) ‘said assets’ or ‘the undertaking’ shall mean the entire undertaking, the entire business, all the properties (whether movable or immovable, tangible or intangible), assets, investments of all kinds including but not limited to securities, securitised assets, receivables and security receipts, all cash balances (including with Reserve Bank of India and other banks), money at call and short notice, loans, advances, contingent rights or benefits, reserves, provisions, funds, benefits of all agreements, lease and hire purchase contracts, benefit of any security arrangements, agreements, rights, contracts, entitlements, permits, licences including branch or other licences, quotas, approvals, consents, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status, engagements, arrangements and all other privileges and benefits of every kind, nature and description whatsoever enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to business, activities and operations of the Transferor Bank, authorities, allotments, approvals, reversions, buildings and structures, branches, offices and residential premises, tenancies, leases, licenses, fixed assets and other assets, powers, consents, registrations, agreements, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and

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wheresoever situate belonging to or in ownership, power or possession or in control of or vested in or granted in favour of or enjoyed by the Transferor Bank or to which the Transferor Bank may be entitled and include but without being limited to trade and service names and service marks and other intellectual property of any nature whatsoever, permits, approvals, authorisations, rights to use and avail of telephone, telex, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, all necessary records, files, papers, computer programs, manuals, data, catalogues, sales and advertising materials, lists and other details of present and former customers, suppliers, employees, customer information including credit information, customer pricing information and other records in connection with or relating to the Transferor Bank and all other interests of whatsoever nature belonging to or in the ownership, power or possession and/or in the control of or vested in or granted in favour of or enjoyed by the Transferor Bank, whether in India or abroad, as on the Effective Date.

(e) ‘said liabilities’ shall mean all debts, demand deposits, saving bank deposits, term deposits, certificate of deposits, time and demand liabilities, borrowings whether rupee or foreign currency, bills payable, interest accrued, statutory reserves, contingent liabilities including tax liabilities, and other liabilities, duties and undertakings and obligations of the Transferor Bank, whether or not disputed or the subject matter of any court, arbitration or other proceedings, as on the Effective Date.

(f) ‘the Scheme’ or ‘this Scheme’ shall mean the Scheme of Amalgamation of the Transferor Bank with the Transferee Bank as sanctioned by the Reserve Bank of India under section 44A of the said Act.

PART II – SHARE CAPITAL

3. (a) The share capital of the Transferor Bank as of September 30, 2006 is as under:

Authorised Capital

100,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 100.0 million

Issued, Subscribed and Paid-up Capital

31,960,028 Equity Shares of Rs. 10/- each amounting to Rs. 319.6 million, including shares forfeited and calls-in-­arrears

The Equity Shares of the Transferor Bank are not listed on any stock exchange.

(b) The share capital of Transferee Bank as of September 30, 2006 is as under:

Authorised Capital

1,000,000,000 Equity Shares of Rs. 10-/ each amounting to Rs. 10,000.0 million

55,000,000 Preference Shares of Rs. 100/- each amounting to Rs. 5,500.0 million

350 Preference Shares of Rs. 10,000,000/- each amounting to Rs. 3,500.0 million

Issued, Subscribed & Paid-up Capital

892,895,861 Equity Shares of Rs. 10/- each amounting to Rs. 8,929.2 million, including shares forfeited and calls-in-arrears

350 Preference Shares of Rs. 10,000,000/- each fully paid-up redeemable at par on April 20, 2018 amounting to Rs. 3,500.0 million

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The equity shares of the Transferee Bank are listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. American Depositary Shares representing underlying equity shares of Transferee Bank are listed on New York Stock Exchange. The preference shares of the Transferee Bank are not, at present, listed on any stock exchange.

PART III – TRANSFER & VESTING

4. Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:

(a) The Undertaking of the Transferor Bank shall, without any further act, instrument or deed, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Bank as a going concern so as to become the properties, estates, assets, rights, title, interest and authorities of the Transferee Bank.

(b) Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same may be so transferred by the Transferor Bank, and shall, upon such transfer, become the properties, estates, assets, rights, title, interests and authorities of the Transferee Bank.

(c) All the licences, permits, quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to the Transferor Bank shall, without any further act, instrument or deed, be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Bank so as to become the estates, assets, rights, title, interests and authorities of the Transferee Bank and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law.

(d) All properties, assets, estates, rights, title, interest, licenses and authorities acquired by or quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and/or all rights and benefits that have accrued to the Transferor Bank after the approval of the amalgamation by the respective Boards of Directors of the Transferor Bank and Transferee Bank and prior to the Effective Date in connection or in relation to the operation of the Undertaking shall, without any further act, instrument or deed, be and stand transferred to and vested or deemed to be transferred to and vested in the Transferee Bank.

(e) All contracts, deeds, bonds, agreements, arrangements and other instruments (including all tenancies, leases, licenses and other assurances in favour of the Transferor Bank or powers or authorities granted by or to it) of whatsoever nature to which the Transferor Bank is a party or to the benefit of which the Transferor Bank may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall, without any further act, instrument or deed, be in full force and effect in favour of or against the Transferee Bank, as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor Bank, the Transferee Bank had been a party or beneficiary or obligee thereto.

Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:

(a) All debts, demand deposits, savings bank deposits, term deposits, certificate of deposits, time and demand liabilities, borrowings whether rupee or foreign currency, bills payable, interest accrued, statutory reserves, contingent liabilities including tax liabilities, and other liabilities, duties and undertakings and obligations of the Transferor Bank, whether or not disputed or the subject matter of any court, arbitration or other proceedings (the “Liabilities”) shall, without any further act, instrument or deed be and stand

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transferred to and vested in or be deemed to stand transferred to and vested in, the Transferee Bank so as to become the Liabilities of the Transferee Bank, and further that it shall not be necessary to obtain the consent of any person concerned with the Liabilities in any capacity whatsoever or any person who is a party to any contract or arrangement by virtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause.

(b) Loans and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between or amongst the Transferor Bank and the Transferee Bank shall stand discharged and there shall be no liability in that behalf on either party.

(c) Any securities, debentures or notes, if any, issued by the Transferor Bank, and held by the Transferee Bank, and vice versa shall, unless sold or transferred by the Transferor Bank or the Transferee Bank, as the case may be, at any time prior to the Effective Date, stand cancelled as on the Effective Date, and shall be of no effect and such Transferor Bank or the Transferee Bank, as the case may be, shall have no further obligation outstanding in that behalf.

(d) Without prejudice to the provisions of Clause (b) above, the guarantees, letters of credit, letters of comfort and other similar arrangements, if any, given or executed or made by the Transferor Bank in favour of or for the benefit of the Transferee Bank shall stand discharged.

Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:

(a) All the security created in favour of or for the benefit of the Transferor Bank under the terms of the relevant agreements, documents and/or arrangements, whether such security be immovable, movable, tangible or intangible, and whether by way of mortgage, hypothecation, pledge, lien or any other form or mode of creation of security, and all guarantees, letters of comfort, letters of credit or similar instruments in favour of or for the benefit of the Transferor Bank under the terms of the relevant agreements, documents and/or arrangements, shall without any further act, deed, instrument or thing, be transferred to and vested in the Transferee Bank or be deemed to have been transferred to and vested in the Transferee Bank, and shall continue to be in full force and effect and may be enforced as fully and effectually as if instead of the Transferor Bank, the Transferee Bank had been the beneficiary or a party thereto, and the benefit shall be available to the Transferee Bank as if such same were ab initio created in favour of the Transferee Bank and further that it shall not be necessary to obtain the consent of any person concerned therewith in any capacity whatsoever or of the person who created such security in order to give effect to the provisions of this Clause.

(b) All debit mandates or negotiable instruments including post dated cheques that are issued in favour of the Transferor Bank, or which are drawn on the Transferor Bank, shall be payable to or by the Transferee Bank, as the case may be, without any further act, deed, instrument or thing and may be enforced as fully and effectually as if instead of the Transferor Bank, the Transferee Bank had been the beneficiary or a party specified therein.

(c) All suits, actions and legal and other proceedings by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be transferred in the name of the Transferee Bank and shall be continued and be enforced by or against the Transferee Bank as effectually and in the same manner and to the same extent as if the same had been pending and/or arisen by or against the Transferee Bank.

5. (a) The Boards of Directors of the Transferor Bank and the Transferee Bank have jointly constituted a committee in the manner described in sub-clause (b) below (the “Joint Committee”) to perform the functions specified in sub-clause (c) below from the date of approval of this amalgamation until the Effective Date.

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(b) The constitution of the Joint Committee shall be as mentioned hereinbelow:

(i) Mr. Vijay Chandok, Senior General Manager of the Transferee Bank, as the Chairman of the Joint Committee;

(ii) Mr. S.R. Godbole, General Manager of the Transferor Bank as a member of the Joint Committee; and

(iii) The Chairman of the Joint Committee and Mr. S.R. Godbole shall have the power and authority to appoint such additional members of the Joint Committee, as may be necessary, from amongst the wholetime Directors and/or employees of the Transferee Bank, and from amongst the employees of the Transferor Bank, respectively, provided that the number of members from the Transferor Bank shall not exceed the number of members from the Transferee Bank.

(c) From the date of approval of the amalgamation by the respective Boards of Directors of the Transferor Bank and the Transferee Bank and until the Effective Date, the Joint Committee shall perform the following functions:

(i) in case of any ambiguity or any question as to whether any matter is within or outside the ordinary course of the business of the Transferor or the Transferee Bank it shall determine the same on the basis of evidence that it may deem relevant for the purpose (including the books and records of the Transferor Bank or the Transferee Bank, as the case may be);

(ii) consider and approve the matters pertaining to the share capital of the Transferor Bank and/or the Transferee Bank as specified in Clause 9 below;

(iii) deal with matters incidental or consequential or related thereto; and

(iv) such other functions specifically provided elsewhere in this Scheme or as may be specifically conferred on it by the Boards of Directors of Transferor Bank and the Transferee Bank, respectively.

(d) Unless otherwise agreed to between Mr. Vijay Chandok and Mr. S.R. Godbole, the quorum for meetings of the Joint Committee shall be at least two (2) members of the Joint Committee including at least one (1) representative of the Transferee Bank. The Joint Committee shall meet at such times and places, and shall observe and follow such rules and procedures formulated by the Joint Committee, from time to time, in regard to the transaction of business at its meetings. If for any reason the Chairman of the Joint Committee is unable to attend a meeting of the Joint Committee, any other member elected by the members present from amongst themselves at the meeting shall preside at such meeting. All matters shall be decided by the Joint Committee by a majority vote of the members present and voting at the meeting, and in the event of an equality of votes, the Chairman or in his absence, the person presiding, shall have the second or casting vote. If, however, without convening a meeting of the members of the Joint Committee any matter is decided by the Joint Committee wherein the consent or approval of the majority of the members of the Joint Committee is obtained by letter or letters or any instrument signed by such members of the Joint Committee then such letter or letters or instrument shall constitute a resolution passed or decision taken at the meeting of the Joint Committee duly convened and held and shall have the effect accordingly. All decisions of the Joint Committee determined as aforesaid shall be binding on the Transferor Bank and the Transferee Bank.

(e) Neither the Transferee Bank nor its representatives on the said Joint Committee shall be liable for any act or omission of the Transferor Bank or the Joint Committee, and they shall be fully indemnified and held harmless by the Transferor Bank.

(f) Neither the Transferor Bank nor its representatives on the said Joint Committee shall be liable for any act or omission of the Transferee Bank or the Joint Committee, and they shall be fully indemnified and held harmless by the Transferee Bank.

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6. After the approval of the amalgamation by the respective Boards of Directors of the Transferor Bank and Transferee Bank up to and including the Effective Date:

(a) Any of the liabilities and obligations of the Transferor Bank that have been discharged by the Transferor Bank, such discharge shall be deemed to have been for and on account of the Transferee Bank.

(b) All loans raised and utilised and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Bank in relation to or in connection with the Undertaking shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Bank and to the extent they are outstanding on the Effective Date, shall, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to be transferred to and vested in the Transferee Bank and shall become the liabilities and obligations of the Transferee Bank which shall meet, discharge and satisfy the same.

(c) All properties, estates, assets, rights, title, interests and authorities accrued to and/or acquired by the Transferor Bank in relation to or in connection with the Undertaking prior to the Effective Date shall have been deemed to have been accrued to and/or acquired for and on behalf of the Transferee Bank and shall, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to be transferred to or vested in the Transferee Bank to that extent and shall become the properties, estates, assets, right, title, interests and authorities of the Transferee Bank.

(d) The Transferor Bank shall carry on and shall be deemed to have carried on all the business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, and in trust for, the Transferee Bank.

(e) All the profits or incomes accruing or arising to the Transferor Bank, or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Bank shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses or taxes of the Transferee Bank, as the case may be.

(f) The Transferor Bank shall not make any change in its capital structure in any manner whatsoever, whether by any increase (including by way of issue of equity and/or preference shares on a rights basis or by way of a public issue, bonus shares and/ or convertible debentures or otherwise), decrease, reduction, reclassification, sub-division, consolidation, re-organisation, or in any other manner which may, in any way, affect the Share Exchange Ratio (as defined in Clause 9 below), except with the prior written consent of the Transferee Bank.

(g) The Transferor Bank shall not, without the prior written consent of the Joint Committee, alter, enhance or revise the remuneration, emoluments or perquisites, or create any new terms of remuneration, increase or vary remuneration for any personnel or pay scale for any class of personnel, or vary seniority or other personnel parameters for any employee or class of employees, or amend or alter any such existing terms or alter, enhance or revise the contributions of the Transferor Bank to any schemes/funds established by or under any law or otherwise including by way of any awards, settlements, standing orders, as applicable to the employees of the Transferor Bank.

(h) The Transferor Bank shall not, without the prior written consent of the Joint Committee, amend the terms and conditions of employment or engagement of, a director, officer, employee, a person on contract or a consultant of the Transferor Bank, or provide, or agree to provide, a gratuitous payment or benefit to a director, officer, employee, a person on contract or a consultant of the Transferor Bank (or any of their dependants) or employ, appoint, engage or terminate the employment or engagement of, any person as a director, officer, employee, a person on contract or as consultant.

(i) No material decision in relation to the Transferor Bank’s business and affairs and operations and no agreement or transaction (other than agreement or transaction in the ordinary course of the Transferor Bank’s business) shall be taken, entered into or performed by the Transferor Bank and/or such other

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matters as the Transferee Bank may notify from time to time shall be undertaken or performed by the Transferor Bank, without the prior written approval of the Joint Committee.

7. Upon the coming into effect of the Scheme, the Transferee Bank may if so required under any law or otherwise, execute deeds of confirmation or any other writings in favour of any other party to any contract or arrangement to which the Transferor Bank is a party or is subject to in order to give formal effect to any provision of the Scheme as may be necessary. The Transferee Bank shall be authorised or be deemed to be authorised to execute any such writings on behalf of the Transferor Bank and to implement, carry out or perform all such formalities or compliances to be implemented, carried out or performed on part of the Transferor Bank.

8. Upon the coming into effect of this Scheme,

(a) the employees of the Transferor Bank who are in service on the Effective Date shall become the employees of the Transferee Bank on such Date without any break or interruption in service and on terms and conditions as to remuneration, emoluments or perquisites not less favourable than those subsisting with reference to the Transferor Bank on the said date.

(b) The existing provident fund, gratuity fund, pension and/or super-annuation fund or trusts created by the Transferor Bank or any other special funds created or existing for the benefit of the employees of the Transferor Bank shall be transferred to the relevant funds of the Transferee Bank. In the event that the Transferee Bank does not have its own funds with respect to any such matters, the Transferee Bank shall create its own funds to which the contributions pertaining to the employees of the Transferor Bank shall be transferred.

PART IV – REORGANISATION OF CAPITAL

9. Upon the coming into effect of this Scheme, and in consideration of the transfer of and vesting of the Undertaking and the Liabilities of the Transferor Bank in the Transferee Bank in terms of this Scheme, the Transferee Bank shall without any further application, act, instrument or deed, issue and allot to the equity shareholders of the Transferor Bank whose names are recorded in the Register of Members of Transferor Bank (the “Members”), on a date (hereinafter referred to as the “Record Date”) to be fixed by the Board of Directors of the Transferee Bank or a committee of such Board of Directors, equity shares of Rs. 10/- (Rupees ten only) each, credited as fully paid up, in the ratio of One Hundred (100) equity share of the face value of Rs. 10/­ (Rupees ten only) each in the Transferee Bank for every Nine Hundred and Twenty Five (925) equity shares of the face value of Rs. 10/- (Rupees ten only) each held in the Transferor Bank.

The above ratio in which the equity shares of the Transferee Bank are to be allotted to the Members of the Transferor Bank by the Transferee Bank is hereinafter referred to as the “Share Exchange Ratio” and such allotment will be within fifteen (15) days of the Record Date. Accordingly the Transferee Bank shall issue in aggregate 3,455,138 equity shares of Rs. 10/- (Rupees ten only) each, credited as fully paid-up, to the Members, subject to the provisions of this Scheme of Amalgamation, including but not limited to Clause 11 below.

10. The share certificates in relation to the equity shares held by the said Members in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from such Record Date, without any further act, instrument or deed. In so far as the issue of equity shares pursuant to Clause 9 above is concerned, each of the said Members of the Transferor Bank, shall have the option, exercisable by notice in writing by the said Members to the Transferee Bank on or before such date as may be determined by the Board of Directors of the Transferee Bank or a committee of such Board of Directors, to receive either in certificate form or in dematerialised form, the equity shares of the Transferee Bank in lieu thereof and in terms hereof. In the event that the Transferee Bank has not received such notice from any of the said Members, the equity shares of the Transferee Bank shall be issued to such Members in certificate form. Those of the said Members exercising the option to receive the equity shares in dematerialised form shall be required to have an account with a depository participant and shall provide details thereof and such other confirmations as may be required. It is

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only thereupon that the Transferee Bank shall issue and directly credit the demat/ dematerialised securities account of such Member with the equity shares of the Transferee Bank.

11. In respect of equity shares of the Transferor Bank where calls are in arrears, without prejudice to any remedies that the Transferor Bank or the Transferee Bank, as the case may be, shall have in this behalf, the Transferee Bank shall not be bound to issue any equity shares of the Transferee Bank (whether partly paid or otherwise) nor to confirm any entitlement to such holder until such time as the calls-in-arrears are paid.

12. No fractional certificates shall be issued by the Transferee Bank in respect of fractional entitlements, if any, to any Member. The Board of Directors of the Transferee Bank shall, instead consolidate all such fractional entitlements and thereupon issue and allot equity shares in lieu thereof to the trust or a director or an officer of the Transferee Bank or such other person as the Transferee Bank shall appoint in this behalf who shall hold the equity shares in trust on behalf of the Members entitled to fractional entitlements with the express understanding that such trust, director(s) or officer(s) or person shall sell the same in the market at such time or times no later than fifteen (15) days from the date of allotment, and at such price or prices in the market and to such person or persons, as it/he/they deem fit, and pay to the Transferee Bank, the net sale proceeds thereof, whereupon the Transferee Bank shall distribute such net sale proceeds to the Members of Transferor Bank in proportion to their respective fractional entitlements.

13. Equity shares issued and allotted by the Transferee Bank in terms of Clause 9 above shall be subject to the provisions of the Articles of Association of the Transferee Bank and shall rank pari passu in all respects with the then existing equity shares of the Transferee Bank, including in respect of dividends, if any, that may be declared by the Transferee Bank, on or after the Effective Date.

14. Equity shares of the Transferee Bank issued in terms of Clause 9 above shall, subject to applicable regulations, be listed or admitted to trading on the relevant stock exchange/s, whether in India or abroad, where the equity shares of the Transferee Bank are presently listed or admitted to trading.

PART V – GENERAL TERMS AND CONDITIONS

15. The Transferor Bank shall not declare any dividend. The Transferee Bank shall be entitled to declare and pay dividends, whether interim or final, to its Members in respect of the financial year/accounting period prior to the Effective Date subject to the RBI guidelines and subject to the provisions of the said Act and the Companies Act. It is clarified that the terms of the Scheme shall not be deemed to confer any right on the Members of the Transferor Bank or of the Transferee Bank to demand or to claim any dividend, which shall be entirely at the discretion of the Board of Directors of the Transferee Bank and subject, wherever necessary, to the approval of the shareholders of the Transferee Bank.

16. Upon the coming into effect of the Scheme and with effect from the Effective Date:

(a) The books of the Transferor Bank shall be closed and balanced and its balance sheet prepared as at the close of business on the date immediately preceding the Effective Date taking into account all incomes, expenses, assets and liabilities received, paid, accrued, incurred, acquired or sold till such date, including expenses with respect to the amalgamation to be borne by the Transferor Bank, and the balance sheet shall be audited and certified by a chartered accountant or a firm of chartered accountants.

(b) For the purpose of accounting for and dealing with the value of the assets and liabilities of the Transferor Bank, the fair value of the assets and liabilities shall be determined on the Effective Date to the satisfaction of the Transferee Bank.

(c) If the fair value of any asset or class of assets of the Transferor Bank is less than the value of such asset or class of assets appearing in its books immediately prior to the Effective Date, the assets or the class of assets would be accounted for and dealt with in the books of the Transferee Bank at the value appearing in the books of the Transferor Bank on the date immediately preceding the Effective Date and the difference between the value appearing in the books of the Transferor Bank (after deducting such

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provisions as are outstanding in the books of the Transferor Bank on the date, immediately preceding the Effective Date in respect of the assets or class of assets) and its fair value shall be accounted for as a credit balance in provision account in the books of the Transferee Bank.

(d) If the fair value of any asset or class of assets of the Transferor Bank is greater than the value (after deducting such provisions as are outstanding in the books of the Transferor Bank on the date, immediately preceding the Effective Date in respect of the assets or class of assets) of such asset or class of assets appearing in the books of the Transferor Bank immediately prior to the Effective Date, the assets or class of assets shall be accounted for and dealt with in the books of the Transferee Bank at fair value.

(e) Provisions outstanding in the books of the Transferor Bank on the date immediately preceding the Effective Date in respect of any asset or asset class shall be accounted for and dealt with in the books of the Transferee Bank as provisions against the assets or class of assets against which such provisions were held in the books of the Transferor Bank on the date immediately preceding the Effective Date.

(f) The liabilities of the Transferor Bank shall be accounted for and dealt with in the books of the Transferee Bank at fair value.

(g) In the books of the Transferee Bank, an “Amalgamation Expenses Provision Account” shall be credited by an amount determined for the expenses and costs of the Scheme arising as a direct consequence on account of any changes in the business or operations of the Transferor Bank proposed or considered necessary by the Board of Directors of the Transferee Bank (including but not limited to rationalisation, upgradation and enhancement of human resources and expenses relating to modifying signage, modifying stationery, branding, changing systems and network, communication including media costs, impairment of technology and fixed assets, conducting general meetings, payment of listing fees and other statutory and regulatory charges, travel in relation to the consolidation contemplated in this Scheme, valuation, due diligence, investment banking expenses and charges relating to preparation of the Scheme, consultations in relation to the consolidation contemplated in the Scheme and training), and other extraordinary expenses on integration and consolidation under the Scheme, to be incurred by the Transferee Bank and the balance in such account shall be debited to the Revenue & Other Reserves of the Transferee Bank arising pursuant to sub-clause (h) hereinbelow, or may be debited to the Share Premium Account if no Revenue & Other Reserves arise pursuant to the amalgamation.

(h) Any excess of the value of the net assets of the Transferor Bank determined pursuant to sub-clauses (a) to (f) hereinabove and after such further adjustments as may be deemed necessary by the Board of Directors of the Transferee Bank (including such adjustments as may be required by any regulatory or statutory authority or required to ensure the uniform application of accounting standards and policies adopted by the Transferee Bank) over the paid-up value of the equity shares to be issued and allotted shall be credited to the Revenue & Other Reserves of the Transferee Bank. Any excess of the paid-up value of the equity shares to be issued and allotted over the value of the net assets of the Transferor Bank determined pursuant to subclauses (a) to (f) hereinabove and after such further adjustments as may be deemed necessary by the Board of Directors of the Transferee Bank (including such adjustments as may be required by any regulatory or statutory authority or required to ensure the uniform application of accounting standards and policies adopted by the Transferee Bank) may be reduced from the Share Premium Account of the Transferee Bank.

17. The Transferor Bank and the Transferee Bank may make or assent, from time to time, on behalf of all persons concerned to any modifications or amendments to the Scheme or to any conditions or limitations which Reserve Bank of India or any other relevant or concerned authority under law may direct or impose or which may otherwise be considered necessary, and may do so and execute all acts, deeds, documents, instruments, matters or things necessary for putting the Scheme into effect.

18. For the purpose of giving effect to the Scheme as sanctioned by Reserve Bank of India, the Board of Directors of the Transferee Bank may give all such directions as are necessary, expedient, incidental, ancillary or desirable including directions for settling or removing any question of doubt or difficulty that may arise with

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regarding to the implementation of the Scheme, as it thinks fit, and such determination or directions, as the case may be, shall be binding on all persons connected herewith or otherwise interested in the Scheme in the same manner as if the same were specifically incorporated in the Scheme.

19. The Board of Directors of the Transferee Bank may review the position relating to satisfaction of the following conditions and if necessary waive any of the following, to the extent permissible under law:

(a) Approval, if required, of any trustee of any debentures or other similar securities, being obtained if such approval is necessary under the terms of issue thereof, and/or

(b) Vacating or satisfaction of charges, mortgages or encumbrances, if any on the said assets.

20. The Transferor Bank and the Transferee Bank shall with all reasonable dispatch make applications under Section 44A and all other applicable provisions of the said Act and RBI Guidelines for sanctioning of the Scheme by Reserve Bank of India and obtain all approvals, sanctions or consents as may be required by law, and for dissolution of the Transferor Bank without being wound up under the provisions of the said Act.

21. This Scheme is specifically conditional upon and subject to:

(a) Consent of a majority in number representing two-thirds in value of the Members of the Transferor Bank and of the Transferee Bank in their respective Meetings, present in person or by proxy, at a Meeting called for the purpose;

(b) Sanction of Reserve Bank of India by an order in writing passed in this behalf pursuant to Section 44A of the said Act and RBI Guidelines; and

(c) Sanction or approval, if any, under any law of the Government of India, or any other authority, agency, department or persons concerned, being obtained and granted in respect of the matters of which such sanction or approval is required.

22. Any Member of Transferor Bank or the Transferee Bank, as the case may be, who has voted against the Scheme at the Meeting of Transferor Bank or the Transferee Bank, as the case may be, or has given notice in writing at or prior to the Meeting of Transferor Bank or the Transferee Bank, as the case may be, or to the presiding officer of the Meeting of either Transferor Bank or the Transferee Bank, as the case may be, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by Reserve Bank of India under Section 44A of the said Act, to claim from the Transferor Bank or the Transferee Bank, as the case may be, in respect of equity shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, their value as determined by Reserve Bank of India when sanctioning the Scheme, and such Member shall, in consideration thereof, compulsorily tender the said shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, to the Transferor Bank or the Transferee Bank, respectively, for cancellation thereof and to that extent, without any further act, instrument or deed, the equity share capital of the Transferor Bank or the Transferee Bank, as the case may be, shall stand reduced or be deemed to have been reduced, by such number of the said shares as held and tendered by such Member, on the date immediately preceding the Effective Date, The determination by Reserve Bank of India as to the value of the equity shares to be paid to the dissenting Member shall be final for all purposes.

23. Upon satisfaction of the said conditions, obtaining the said sanctions and approvals, and passing of the said order or orders referred to in Clause 21 hereinabove, the Transferor Bank or the Transferee Bank, as the case may be, shall, for all purposes including for giving effect to the Scheme, under all laws for the time being in force, be deemed to be in compliance thereof.

24. If any provision of this Scheme is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Scheme but without invalidating any of the remaining provisions of this Scheme.

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25. Pursuant to receipt of an order in terms of sub-clause (b) of Clause 21 hereinabove and sub-section 6A of Section 44A of the said Act, Reserve Bank of India may, by a further order in writing, direct that on such date as may be specified therein, the Transferor Bank shall cease to function and shall stand dissolved on such date notwithstanding anything to the contrary contained in any other law.

26. An order in terms of sub-clause (b) of Clause 21 hereinabove and sub-section 6C of Section 44A of the said Act shall be conclusive evidence that all requirements of Section 44A of the said Act, the RBI Guidelines, and any applicable provisions of the Companies Act or any other applicable law relating to amalgamation, provisions set forth in the Scheme and matters incidental or ancillary thereto have been complied with, and a copy of the said order certified in writing by an officer of Reserve Bank of India to be a true copy thereof, shall in all legal proceedings (whether in appeal or otherwise, and whether instituted before or after the commencement of Section 19 of the Banking Laws (Miscellaneous Provisions) Act, 1963), be admitted as evidence to the same extent as the original order and the original scheme.

27. There will be no change in the name of the Transferee Bank by reason of coming into effect of this Scheme.

28. All costs, charges and expenses, including any taxes and duties of the Transferor Bank and the Transferee Bank in relation to or in connection with this Scheme and incidental to the completion of the amalgamation of the Transferor Bank in pursuance of this Scheme (other than due diligence expenses of the Transferee Bank) shall be borne and paid by the Transferor Bank.

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By fax

DBOD.No.PSBD 12103/16.01.128/2006-07                                                                           June 5, 2007

The Managing Director

ICICI Bank Ltd.

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai  400 051

Dear Sir,

Alteration In the Authorized Share

Capital Clause of Memorandum of Association

Please refer to your letter dated May 25, 2007 on the captioned subject.

2. In this connection, we have ‘no objection’ to the bank amending the capital clause of MOA on the following lines:

“The authorized capital of the Company shall be Rs. 1775,00,00,000 divided into 127,50,00,000 shares of Rs. 10 each, 150,00,000 shares of Rs. 100 each and 350 shares or Rs. 1 crore each with rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reclassify or alter the capital of the Company and to divide/consolidate the shares in the capital for the time being into several classes and face values and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify and abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association of the Company and the legislative provisions for the time being in force.”

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3. We advise that Article 5 (a) of AOA should also be modified as under

“The authorised capital of the Company is Rs. 1775,00,00,000 divided into:

(i) 127,50,00,000 equity shares of Rs. 10 each

(ii) 150,00,000 shares of Rs. 100 each which shall be of such class and with such rights privileges, conditions or restrictions as may be determined by the Company in accordance with these presents and subject to the legislative provisions for the time being in force in that behalf, and

(iii) 350 preference shares of Rs. 1 Crore each.”

Yours faithfully,

/s/

(Sudha Damodar)

General Manager

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Executive Director

DBOD.No. PSBD 2599/16.01.056/2010-11 August 12, 2010

Order

Scheme of Amalgamation under Section 44A of Banking Regulation Act, 1949 –

Bank of Rajasthan Ltd. with the ICICI Bank Ltd.

In exercise of the powers conferred by subsection (4) of Section 44A of Banking Regulation Act, 1949, the Reserve Bank of India hereby sanctions the appended scheme of amalgamation of Bank of Rajasthan Ltd. (Transferor Bank) with ICICI Bank Ltd. (Transferee Bank). The scheme of amalgamation shall come into effect from the close of business on August 12, 2010.

/s/

(Anand Sinha)

Executive Director

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SCHEME OF AMALGAMATION

Of

The Bank of Rajasthan Limited……Transferor Bank

with

ICICI Bank Limited……Transferee Bank

PART I - GENERAL

1. This Scheme of Amalgamation provides for the amalgamation of The Bank of Rajasthan Limited, a company within the meaning of the Companies Act, 1956 (hereinafter referred to as the “Companies Act”) and licensed as a banking company under the provisions of the Banking Regulation Act, 1949 (hereinafter referred to as the “said Act”), having its Registered Office at Raj Bank Bhawan, Clock Tower, Udaipur 313001 RAJASTHAN (hereinafter referred to as the “Transferor Bank”) with ICICI Bank Limited, a company incorporated under the provisions of the Companies Act and licensed as a banking company under the provisions of the said Act, having its Registered Office at Landmark, Race Course Circle, Vadodara 390 007, Gujarat (hereinafter referred to as the “Transferee Bank”), pursuant to Section 44A and other relevant provisions of the said Act and Reserve Bank of India’s guidelines for merger and amalgamation of private sector banks dated May 11, 2005 (hereinafter referred to as the “RBI Guidelines”).

2. In this Scheme of Amalgamation, unless inconsistent with the subject or context, the following words or expressions shall have the following meaning:

(a) ‘Board of the Transferee Bank’ shall mean the Board of Directors of the Transferee Bank, any Committee/s constituted / that may be constituted by the Board of Directors of the Transferee Bank or any other person authorised / to be authorised by the Board or the Committee/s to exercise its powers including the powers in terms of this Scheme.

(b) ‘Board of the Transferor Bank’ shall mean the Board of Directors of the Transferor Bank, any Committee/s constituted / that may be constituted by the Board of Directors of the Transferor Bank or any person authorised /to be authorised by the Board or the Committee to exercise its powers including the powers in terms of this Scheme.

(c) ‘Effective Date’ shall mean the date on which Reserve Bank of India provides its sanction to the Scheme of Amalgamation or such other date as may be specified by Reserve Bank of India by an order in writing passed in this behalf under the provisions of the said Act and RBI Guidelines. References in the Scheme of Amalgamation to the ‘coming into effect of the Scheme’ shall mean the Effective Date.

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(d) ‘said assets’ or ‘the undertaking’ shall mean the entire undertaking, the entire business, all the properties (whether movable or immovable, tangible or intangible), assets, investments of all kinds including but not limited to securities, securitised assets, receivables and security receipts, all cash balances (including with Reserve Bank of India and other banks), money at call and short notice, loan, advances, contingent rights or benefits, reserves, provisions, funds, benefits of all agreements, lease and hire purchase contracts, benefit of any security arrangements, agreements, rights, contracts, entitlements, permits, licences including branch or other licences, quotas, approvals, consents, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status, engagements, arrangements and all other privileges and benefits of every kind, nature and description whatsoever enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to business, activities and operations of the Transferor Bank, authorities, allotments, approvals, reversions, buildings and structures, branches, offices and residential premises, tenancies, leases, licenses, fixed assets and other assets, powers, consents, registrations, agreements, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and wheresoever situate belonging to or in ownership, power or possession or in control of or vested in or granted in favour of or enjoyed by the Transferor Bank or to which the Transferor Bank may be entitled and include but without being limited to trade and service names and service marks and other intellectual property of any nature whatsoever, permits, approvals, authorisations, rights to use and avail of telephone, telex, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, all necessary records, files, papers, computer programs, manuals, data, catalogues, sales and advertising materials, lists and other details of present and former customers, suppliers, employees, customer information including credit information, customer pricing information and other records in connection with or relating to the Transferor Bank and all other interests of whatsoever nature belonging to or in the ownership, power or possession and/or in the control of or vested in or granted in favour of or enjoyed by the Transferor Bank, whether in India or abroad, as on the Effective Date.

(e) ‘said liabilities’ shall mean all debts, demand deposits, saving bank deposits, term deposits, certificate of deposits, time and demand liabilities, borrowings whether rupee or foreign currency, bills payable, interest accrued, statutory reserves, contingent liabilities including tax liabilities, and other liabilities, duties and undertakings and obligations of the Transferor Bank, whether or not disputed or the subject matter of any court, arbitration or other proceedings, as on the Effective Date.

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(f) ‘the Scheme’ or ‘this Scheme’ shall mean the Scheme of Amalgamation of the Transferor Bank with the Transferee Bank as approved by the shareholders of the Transferor Bank and the Transferee Bank Including the Swap Ratio specified in Part IV of the Scheme and as sanctioned by the Reserve Bank of India under section 44A of the said Act.

PART II - SHARE CAPITAL

3. (a) The share capital of the Transferor Bank as of March 31, 2010 is as under:

Authorised Capital

265,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 2650 million

Issued Capital

16, 13, 97, 442 Equity Shares of Rs. 10/- each amounting to Rs. 16 1,39,74,420

Subscribed and Paid-up Capital

16,13,550,093 Equity shares of Rs. 10/- each amounting to Rs. 161,35,00,930

13,500,000 Equity Shares are not listed.

The Equity Shares of the Transferor Bank are listed on the Stock Exchange, Mumbai (BSE), the National Stock Exchange (NSE) and the Jaipur Stock Exchange.

(b) The share capital of Transferee Bank as of March 31, 2010 is as under:

Authorised Capital

1275,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 12750.0 million

15,000,000 Shares of Rs. 100/- each amounting to Rs. 1500.0 million

350 Preference Shares of Rs. 10,000,000/- each amounting to Rs. 3,500.0 million

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Issued, Subscribed & Paid-up Capital

1114,956,917 Equity Shares of Rs. 10/- each amounting to Rs. 11149.6 million, including shares forfeited and calls-in-arrears

350 Preference Shares of Rs. 10,000,000/- each fully paid-up redeemable at par on April 20, 2018 amounting to Rs. 3,500.0 million

The equity shares of the Transferee Bank are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange of India limited. American Depositary Shares representing underlying equity shares of Transferee Bank are listed on New York Stock Exchange. The preference shares of the Transferee Bank are not, at present, listed on any stock exchange.

PART Ill – TRANSFER & VESTING

4. (i) Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:

(a) The Undertaking of the Transferor Bank shall, without any further act, instrument or deed, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Bank as a going concern so as to become the properties, estates, assets, rights, title, interest and authorities of the Transferee Bank.

(b) Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same may be so transferred by the Transferor Bank, and shall, upon such transfer, become the properties, estates, assets, rights, title, interests and authorities of the Transferee Bank.

(c) All the licences, permits, quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to the Transferor Bank shall, without any further act, Instrument or deed, be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Bank so as to become the estates, assets, rights, title, interests and authorities of the Transferee Bank and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law.

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(d) All properties, assets, estates, rights, title, interest, licenses and authorities acquired by or quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and/or all rights and benefits that have accrued to the Transferor Bank after the approval of the amalgamation by the respective Boards of Directors of the Transferor Bank and Transferee Bank and prior to the Effective Date in connection or in relation to the operation of the Undertaking shall, without any further act, instrument or deed, be and stand transferred to and vested or deemed to be transferred to and vested in the Transferee Bank.

(e) All contracts, deeds, bonds, agreements, arrangements and other instruments (including all tenancies, leases, licenses and other assurances in favour of the Transferor Bank or powers or authorities granted by or to It) of whatsoever nature to which the Transferor Bank is a party or to the benefit of which the Transferor Bank may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall, without any further act, Instrument or deed, be in full force and effect in favour of or against the Transferee Bank, as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor Bank, the Transferee Bank had been a party or beneficiary or obligee thereto.

(ii) Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from one day prior to the Effective Date, notwithstanding any to the contrary contained in any contracts, deeds, documents, agreements, arrangements, other instruments or understandings (oral or otherwise) and in this Scheme, the distribution or referral tie-ups, agencies or marketing or co-marketing arrangements by whatever name called between the Transferor Bank and Aviva Life Insurance Company Limited, United India Insurance Company Limited, the Export Credit and Guarantee Corporation, lDBI Capital Markets Ltd, Religare Securities Ltd and Western Union shall terminate and have no effect (other than for the receipt of any amounts, if any, that may be due and payable anytime from such person or entities pertaining to the period prior to termination) without requirement of any further act, instrument or deed and without any cost, compensation or damages being payable by the Transferor Bank or the Transferee Bank to such person or entities or any other person or entitles.

(iii) Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:

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(a) All debts, demand deposits, savings bank deposits, term deposits, certificate of deposits, time and demand liabilities, borrowings whether rupee or foreign currency, bills payable, interest accrued, statutory reserves, contingent liabilities including tax liabilities, and other liabilities, duties and undertakings and obligations of the Transferor Bank, whether or not disputed or the subject matter of any court, arbitration or other proceedings (the “Liabilities”) shall, without any further act, instrument or deed be and stand transferred to and vested in or be deemed to stand transferred to and vested in, the Transferee Bank so as to become the Liabilities of the Transferee Bank, and further that it shall not be necessary to obtain the consent of any person concerned with the Liabilities in any capacity whatsoever or any person who is a party to any contract or arrangement by virtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause.

(b) Loans and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), If any, due or which may at any time in future become due between or amongst the Transferor Bank and the Transferee Bank shall stand discharged and there shall be no liability in that behalf on either party.

(c) Any securities, debentures or notes, if any, Issued by the Transferor Bank, and held by the Transferee Bank, and vice versa shall, unless sold or transferred by the Transferor Bank or the Transferee Bank, as the case may be, at any time prior to the Effective Date, stand cancelled as on the Effective Date, and shall be of no effect and such Transferor Bank or the Transferee Bank, as the case may be, shall have no further obligation outstanding in that behalf.

(d) Without prejudice to the provisions of Clause (b) above, the guarantees, letters of credit, letters of comfort and other similar arrangements, if any, given or executed or made by the Transferor Bank In favour of or for the benefit of the Transferee  Bank shall stand discharged.

(iv) Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:

(a) All the security created in favour of or for the benefit of the Transferor Bank under the terms of the relevant agreements, documents and/or arrangements, whether such security be immovable, movable, tangible or intangible, and whether by way of mortgage, hypothecation, pledge, lien or any other form or mode of creation of security, and all guarantees, letters of

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comfort, letters of credit or similar instruments in favour of or for the benefit of the Transferor Bank under the terms of the relevant agreements, documents and/or arrangements, shall without any further act, deed, instrument or thing, be transferred to and vested in the Transferee Bank or be deemed to have been transferred to and vested in the Transferee Bank, and shall continue to be in full force and effect and may be enforced as fully and effectually as if instead of the Transferor Bank, the Transferee Bank had been the beneficiary or a party thereto, and the benefit shall be available to the Transferee Bank as if such same were ab initio created in favour of the Transferee Bank and further that it shall not be necessary to obtain the consent of any person concerned therewith in any capacity whatsoever or of the person who created such security in order to give effect to the provisions of this Clause.

(b) All debit mandates or negotiable instruments Including post dated cheques that are issued in favour of the Transferor Bank, or which are drawn on the Transferor Bank, shall be payable to or by the Transferee Bank, as the case may be, without any further act , deed, instrument or thing and may be enforced as fully and effectually as if instead of the Transferor Bank, the Transferee Bank had been the beneficiary or a party specified therein.

(c) All suits, actions and legal and other proceedings by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be transferred in the name of the Transferee Bank and shall be continued and be enforced by or against the Transferee Bank as effectually and in the same manner and to the same extent as if the same had been pending and/or arisen by or against the Transferee Bank.

5. INTENTIONALLY LEFT BLANK

6. From the date of approval of the scheme of amalgamation by the respective Boards of Directors of the Transferor Bank and Transferee Bank upto and including the Effective Date:

(a) Any of the liabilities and obligations of the Transferor Bank that have been discharged by the Transferor Bank, such discharge shall be deemed to have been for and on account of the Transferee Bank.

(b) All loans raised and utilised and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Bank in relation to or in connection with the Undertaking shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Bank and to the extent they are outstanding on the Effective Date, shall, without any further act, instrument or

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deed be and stand transferred to or vested in or be deemed to be transferred to and vested in the Transferee Bank and shall become the liabilities and obligations of the Transferee Bank which shall meet, discharge and satisfy the same.

(c) All properties, estates, assets, rights, title, interests and authorities accrued to and/or acquired by the Transferor Bank in relation to or in connection with the Undertaking prior to the Effective Date shall have been deemed to have been accrued to and/or acquired for and on behalf of the Transferee Bank and shall, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to be transferred to or vested in the Transferee Bank to that extent and shall become the properties, estates, assets, right, title, interests and authorities of the Transferee Bank.

(d) The Transferor Bank shall carry on and shall be deemed to have carried on all the business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, and in trust for, the Transferee Bank.

(e) All the profits or incomes accruing or arising to the Transferor Bank, or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Bank shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses or taxes of the Transferee Bank, as the case may be.

(f) The Transferor Bank shall not make any change in its capital structure in any manner whatsoever, whether by any increase (including by way of issue of equity and/or preference shares on a rights basis or by way of a public issue, bonus shares and/ or convertible debentures or otherwise), decrease, reduction, reclassification, sub-division, consolidation, re-organisation, or in any other manner which may, in any way, affect the Swap Ratio (as defined in Clause 9 below), except with the prior written consent of the Transferee Bank.

(g) The Transferor Bank shall not, without the prior written consent of the Board, alter, enhance or revise the remuneration, emoluments or perquisites, or create any new terms of remuneration, increase or vary remuneration for any personnel or pay scale for any class of personnel, or vary seniority or other personnel parameters for any employee or class of employees, or amend or alter any such existing terms or alter, enhance or revise the contributions of the Transferor Bank to any schemes/funds established by or under any law or otherwise including by way of any awards, settlements, standing orders, as applicable to the employees of the Transferor Bank.

(h) The Transferor Bank shall not, without the prior written consent of the Board, amend the terms and conditions of employment or engagement of, a director, officer, employee, a person on contract or a consultant

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of the Transferor Bank, or provide, or agree to provide, a gratuitous payment or benefit to a director, officer, employee, a person on contract or a consultant of the Transferor Bank (or any of their dependants) or employ, appoint, engage or terminate the employment or engagement of, any person as a director, officer, employee, a person on contract or as consultant.

(i) No material decision in relation to the Transferor Bank’s business and affairs and operations and no agreement or transaction (other than an agreement or transaction in the ordinary course of the Transferor Bank’s business) shall be taken, entered into or performed by the Transferor Bank and/or such other matters as the Transferee Bank may notify from time to time shall be undertaken or performed by the Transferor Bank, without the prior written approval of the Board.

Provided that if the Effective Date has not occurred, this clause shall be deemed not to have come into effect.

7. Upon the coming into effect of the Scheme, the Transferee Bank may if so required under any law or otherwise, execute deeds of confirmation or any other writings in favour of any other party to any contract or arrangement to which the Transferor Bank is a party or is subject to in order to give formal effect to any provision of the Scheme as may be necessary. The Transferee Bank shall be authorised or be deemed to be authorised to execute any such writings on behalf of the Transferor Bank and to implement, carry out or perform all such formalities or compliances to be implemented, carried out or performed on part of the Transferor Bank.

8. Upon the coming into effect of this Scheme,

(a) the employees of the Transferor Bank who are In service on the Effective Date shall become the employees of the Transferee Bank on such Date without any break or interruption in service and on terms and conditions as to remuneration, emoluments or perquisites not less favourable than those subsisting with reference to the Transferor Bank on the said date.

(b) The existing provident fund, gratuity fund, pension and/or super-annuation fund or trusts created by the Transferor Bank or any other special funds created or existing for the benefit of the employees of the Transferor Bank shall be transferred to the relevant funds of the Transferee Bank. In the event that the Transferee Bank does not have its own funds with respect to any such matters, the Transferee Bank shall create its own funds to which the contributions pertaining to the employees of the Transferor Bank shall be transferred.

PART IV - REORGANISATION OF CAPITAL

9. Simultaneous with the coming into effect of this Scheme, and in consideration of the transfer of and vesting of the Undertaking and the Liabilities of the

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Transferor Bank in the Transferee Bank in terms of this Scheme, and subject to the provisions of this Part IV of the Scheme, and without any further application, act, instrument or deed, equity shares of Rs. 10/- (Rupees ten only) each, credited as fully paid up, in the ratio of twenty five 25 equity share of the face value of Rs. 10/- (Rupees ten only) each in the Transferee Bank for every One Hundred And Eighteen 118 equity shares of the face value of Rs. 10/- (Rupees ten only) each held in the Transferor Sank shall stand automatically Issued and allotted to the equity shareholders of the Transferor Bank whose names are recorded in the Register of Members of Transferor Bank (the “Members”) as of the Effective Date. The requisite action and formalities for dispatch of share certificates and the crediting of dematerialized shares of the Transferee Bank pursuant to the issuance and allotment as per this Clause 9, shall be completed within 5 (five) days of the afore-mentioned deemed allotment.

The above ratio in which the equity shares of the Transferee Bank are to be allotted to the Members of the Transferor Bank by the Transferee Bank is hereinafter referred to as the “Swap Ratio”.

10. The share certificates in relation to the equity shares held by the said Members in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from the Effective Date, without any further act, instrument or deed. The form of issuance of shares of the Transferee Bank to the shareholders of the Transferor Bank, i.e. either in the form of share certificates or in dematerialized form, shall be determined by the form in which the shares of the Transferor Bank are held by the respective Members of Transferor Bank on the Effective Date.

11. In respect of equity shares of the Transferor Bank where calls are in arrears, without prejudice to any remedies that the Transferor Bank or the Transferee Bank, as the case may be, shall have in this behalf, the Transferee Bank shall not be bound to issue any equity shares of the Transferee Bank (whether partly paid or otherwise) nor to confirm any entitlement to such holder until such time as the calls-in-arrears are paid.

12. No fractional certificates shall be issued by the Transferee Bank in respect of fractional entitlements, if any, to any Member. The Board of Directors of the Transferee Bank shall, Instead consolidate all such fractional entitlements and thereupon issue and allot equity shares in lieu thereof to the trust or a director or an officer of the Transferee Bank or such other person as the Transferee Bank shall appoint in this behalf who shall hold the equity shares in trust on behalf of the Members entitled to fractional entitlements with the express understanding that such trust, director(s) or officer(s) or person shall sell the same in the market at such time or times, no later than fifteen (15) days from the date of allotment, and at such price or prices in the market and to such person or persons, as it/he/they deem fit, and pay to the Transferee Bank, the net sale proceeds thereof, whereupon the Transferee Bank shall distribute such net sale proceeds to the Members of Transferor Bank in proportion to their respective fractional entitlements.

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13. Equity shares issued and allotted by the Transferee Bank in terms of Clause 9 above shall be subject to the provisions of the Articles of Association of the Transferee Bank and shall rank pari passu in all respects and shall have the same rights attached to them as the then existing equity shares of the Transferee Bank, including in respect of dividends, if any, that may be declared by the Transferee Bank, on or after the Effective Date.

14. Equity shares of the Transferee Bank issued in terms of Clause 9 above shall be listed and admitted to trading on the relevant stock exchange/s, whether in India or abroad, where the equity shares of the Transferee Bank are presently listed or admitted to trading, within a period of 120 (one hundred and twenty) days of the Effective Date.

PART V – GENERAL TERMS AND CONDITIONS

15. The Transferor Bank shall not declare any dividend. The Transferee Bank shall be entitled to declare and pay dividends, whether interim or final, to its Members in respect of the financial year / accounting period prior to the Effective Date subject to the RBI guidelines and subject to the provisions of the said Act and the Companies Act. It is clarified that the terms of the Scheme shall not be deemed to confer any right on the Members of the Transferor Bank or of the Transferee Bank to demand or to claim any dividend, which shall be entirely at the discretion of the Board of Directors of the Transferee Bank and subject, wherever necessary, to the approval of the shareholders of the Transferee Bank.

16. Upon the coming into effect of the Scheme and with effect from the Effective Date:

(a) The books of the Transferor Bank shall be closed and balanced and its balance sheet prepared as at the close of business on the date immediately preceding the Effective Date taking into account all incomes, expenses, assets and liabilities received, paid, accrued, incurred, acquired or sold till such date, including expenses with respect to the amalgamation to be borne by the Transferor Bank, and the balance sheet shall be audited and certified by a chartered accountant or a firm of chartered accountants.

(b) For the purpose of accounting for and dealing with the value of the assets and liabilities of the Transferor Bank, the fair value of the assets and liabilities shall be determined on the Effective Date to the satisfaction of the Transferee Bank.

(c) If the fair value of any asset or class of assets of the Transferor Bank is less than the value of such asset or class of assets appearing in its books immediately prior to the Effective Date, the assets or the class of assets would be accounted for and dealt with in the books of the Transferee Bank at the value appearing in the books of the Transferor Bank on the date immediately preceding the Effective Date and the difference between the value appearing in the books of the Transferor

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Bank (after deducting such provisions as are outstanding in the books of the Transferor Bank on the date, immediately preceding the Effective Date in respect of the assets or class of assets) and its fair value shall be accounted for as a credit balance in provision account in the books of the Transferee Bank.

(d) If the fair value of any asset or class of assets of the Transferor Bank is greater than the value (after deducting such provisions as are outstanding in the books of the Transferor Bank on the date, immediately preceding the Effective Date in respect of the assets or class of assets) of such asset or class of assets appearing in the books of the Transferor Bank Immediately prior to the Effective Date, the assets or class of assets shall be accounted for and dealt with in the books of the Transferee Bank at fair value.

(e) Provisions outstanding in the books of the Transferor Bank on the date immediately preceding the Effective Date in respect of any asset or asset class shall be accounted for and dealt with in the books of the Transferee Bank as provisions against the assets or class of assets against which such provisions were held in the books of the Transferor Bank on the date immediately preceding the Effective Date.

(f) The liabilities of the Transferor Bank shall be accounted for and dealt with in the books of the Transferee Bank at fair value.

(g) In the books of the Transferee Bank, an “Amalgamation Expenses Provision Account” shall be credited by an amount determined for the expenses and costs of the Scheme arising as a direct consequence on account of any changes in the business or operations of the Transferor Bank proposed or considered necessary by the Board of Directors of the Transferee Bank (including but not limited to rationalisation, upgradation and enhancement of human resources and expenses relating to modifying signage, modifying stationery, branding, changing systems and network, communication including media costs, impairment of technology and fixed assets, conducting general meetings, payment of listing fees and other statutory and regulatory charges, travel in relation to the consolidation contemplated in this Scheme, valuation, due diligence, investment banking expenses and charges relating to preparation of the Scheme, consultations in relation to the consolidation contemplated in the Scheme and training), and other extraordinary expenses on integration and consolidation under the Scheme, to be Incurred by the Transferee Bank and the balance in such account shall be debited to the Revenue & Other Reserves of the Transferee Bank arising pursuant to sub-clause (h) hereinbelow, or may be debited to the Share Premium Account if no Revenue & Other Reserves arise pursuant to the amalgamation.

(h) Any excess of the value of the net assets of the Transferor Bank determined pursuant to sub-clauses (a) to (f) hereinabove and after such further adjustments as may be deemed necessary by the Board of

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Directors of the Transferee Bank (including such adjustments as may be required by any regulatory or statutory authority or required to ensure the uniform application of accounting standards and policies adopted by the Transferee Bank) over the paid-up value of the equity shares to be issued and allotted shall be credited to the Revenue & Other Reserves ofthe Transferee Bank. Any excess of the paid-up value of the equity shares to be Issued and allotted over the value of the net assets of the Transferor Bank determined pursuant to subclauses (a) to (f)hereinabove and after such further adjustments as may be deemed necessary by the Board of Directors of the Transferee Bank (including such adjustments as may be required by any regulatory or statutory authority or required to ensure the uniform application of accounting standards and policies adopted by the Transferee Bank) may be reduced from the Share Premium Account of the Transferee Bank.

Provided that with respect to sub-clauses (b), (c), (d), (e), (f), (g) and (h) of this Clause 16, the Transferee Bank may account for the assets and liabilities of the Transferor Bank upon the Scheme becoming effective in any other manner as may be approved by Reserve Bank of India.

17. Upon and any time after the coming into effect of the Scheme, The Transferor Bank and the Transferee Bank may make or assent, from time to time, on behalf of all persons concerned to any modifications or amendments to the Scheme (other than in respect of Part IV of this Scheme, modifications or amendments to which if detrimental to the shareholders of the Transferor Bank and/or the Transferee Bank, as the case may be, shall be upon the assent of such shareholders) or to any conditions or limitations which Reserve Bank of India or any other relevant or concerned authority under law may direct or impose or which may otherwise be considered necessary, and may do so and execute all acts, deeds, documents, instruments, matters or things necessary for putting the Scheme into effect.

18. Upon and anytime after the coming into effect of the Scheme, and for the purpose of giving effect to the Scheme as sanctioned by Reserve Bank of India, the Board of Directors of the Transferee Bank may take all such actions and give such authorizations as are necessary, expedient, incidental, ancillary or desirable including for settling or removing any question of doubt or difficulty that may arise with regard to the procedural aspects of implementation of the Scheme only, In so far as the same are not prejudicial to the shareholders of the Transferee bank, who were before the Effective date the Members of the Transferor Bank and such determination or directions, as the case may be, shall be binding on all persons connected herewith or otherwise interested in the Scheme in the same manner as if the same were specifically incorporated in the Scheme.

19. The Board of Directors of the Transferee Bank may review the position relating to satisfaction of the following conditions and if necessary waive any of the following, to the extent permissible under law:

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(a) Approval, if required, of any trustee of any debentures or other similar securities, being obtained if such approval is necessary under the terms of issue thereof, and/ or

(b) Vacating or satisfaction of charges, mortgages or encumbrances, if any on the said assets.

20. The Transferor Bank and the Transferee Bank shall, within five (5) days from the date of obtaining approval from the shareholders of both the Transferor Bank and the Transferee Bank, make applications under Section 44A and all other applicable provisions of the said Act and RBI Guidelines for sanctioning of the Scheme by Reserve Bank of India and obtain all approvals, sanctions or consents as may be required by law, and for dissolution of the Transferor Bank without being wound up under the provisions of the said Act.

21. This Scheme is specifically conditional upon and subject to:

(a) Consent to this Scheme by a majority in number representing two-thirds in value of the Members of the Transferor Bank and of the Transferee Bank in their respective Meetings, present in person or by proxy, at a Meeting called for the purpose;

(b) Sanction of Reserve Bank of India of this Scheme by an order in writing passed in this behalf pursuant to Section 44A of the said Act and RBI Guidelines; and

(c) Sanction or approval, if any, under any law of the Government of India, or any other authority, agency, department or persons concerned, being obtained and granted in respect of the matters of which such sanction or approval is required.

(d) Obtaining the approval of the Reserve Bank of India as per Clause 21 (b) above on or before 30.11.2010. The Scheme shall no longer remain valid after 30.11.2010.

22. Any Member of Transferor Bank or the Transferee Bank, as the case may be, who has voted against the Scheme at the Meeting of Transferor Bank or the Transferee Bank, as the case may be, or has given notice in writing at or prior to the Meeting of Transferor Bank or the Transferee Bank, as the case may be, or to the presiding officer of the Meeting of either Transferor Bank or the Transferee Bank, as the case may be, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by Reserve Bank of India under Section 44A of the said Act, to claim from the Transferor Bank or the Transferee Bank, as the case may be, in respect of equity shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, their value as determined by Reserve Bank of India when sanctioning the Scheme, and such Member shall, In consideration thereof, compulsorily tender the said shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, to the Transferor Bank or the Transferee Bank, respectively, for cancellation thereof and to that extent, without any further act, instrument

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or deed, the equity share capital of the Transferor Bank or the Transferee Bank, as the case may be, shall stand reduced or be deemed to have been reduced, by such number of the said shares as held and tendered by such Member, on the date immediately preceding the Effective Date. The determination by Reserve Bank of India as to the value of the equity shares to be paid to the dissenting Member shall be final for all purposes.

23. Upon satisfaction of the said conditions, obtaining the said sanctions and approvals, and passing of the said order or orders referred to in Clause 21 hereinabove, the Transferor Bank or the Transferee Bank, as the case may be, shall, for all purposes including for giving effect to the Scheme, under all laws for the time being in force, be deemed to be in compliance thereof.

24. Upon and anytime after the coming into effect of the Scheme and Part IV of this Scheme being given effect to, if any other provision of this Scheme is held to be invalid or unenforceable, then such other provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Scheme but without invalidating any of the remaining provisions of this Scheme including Part IV of this Scheme.

25. Pursuant to receipt of an order in terms of sub-clause (b) of Clause 21 hereinabove and sub-section 6A of Section 44A of the said Act, Reserve Bank of India may, by a further order in writing, direct that on such date as may be specified therein, the Transferor Bank shall cease to function and shall stand dissolved on such date notwithstanding anything to the contrary contained in any other taw.

26. An order in terms of sub-clause (b) of Clause 21 hereinabove and sub-section 6C of Section 44A of the said Act shall be conclusive evidence that all requirements of Section 44A of the said Act, the RBI Guidelines, and any applicable provisions of the Companies Act or any other applicable law relating to amalgamation, provisions set forth in the Scheme and matters incidental or ancillary thereto have been complied with, and a copy of the said order certified in writing by an officer of Reserve Bank of India to be a true copy thereof, shall in all legal proceedings (whether in appeal or otherwise, and whether instituted before or after the commencement of Section19 of the Banking Laws (Miscellaneous Provisions) Act, 1963), be admitted as evidence to the same extent as the original order and the original scheme.

27. There will be no change in the name of the Transferee Bank by reason of coming into effect of this Scheme.

28. All costs, charges and expenses, including any taxes and duties of the Transferor Bank and the Transferee Bank in relation to or in connection with this Scheme and incidental to the completion of the amalgamation of the Transferor Bank In pursuance of this Scheme (other than due diligence expenses of the Transferee Bank) shall be borne and paid by the Transferee Bank. In the event this Scheme does not come into effect, the Transferor

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Bank and the Transferee Bank shall bear their respective costs, charges and expenses in relation the aforesaid matters.

29. The obligations of the parties to the Scheme of Amalgamation shall be subject to applicable law.

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EX-2.4

Exhibit 2.4

MEMORANDUM OF TRANSFERS OF SHARES MENTIONED OVERLEAF

DATE TRANSFER NUMBER REGISTERED FOLIO NUMBER NAME(S) OF THE TRANSFEREE(S)   INITIALS   AUTHORISED SIGNATORY

EX-11.1

Exhibit 11.1

ICICI GROUP

CODE OF BUSINESS CONDUCT AND

ETHICS

April 2014

ICICI Bank Limited

	Topic	Page No.
1.	Preamble	02
2.	Conflicts of Interest and Outside Activities	03
3.	Privacy / Confidentiality	05
4.	Anti Bribery and Anti Corruption/Gifts and Entertainment	07
5.	Personal Investments	09
6.	Know Your Customer / Anti Money Laundering	10
7.	Accuracy of Company Records and Reporting	11
8.	Protecting ICICI Group's Assets	12
9.	Workplace Responsibilities	13
10.	Raising Ethical Issues	16
11.	Special Responsibilities of Superiors and Managers	17
12.	Compliance with Laws, Rules and Regulations	18
13.	Key Irregularities	18
14.	Disciplinary Procedures	22
15.	Compliance with the Code	25
16.	Employee Declaration	27

Group Code of Business Conduct and Ethics  1

ICICI Bank Limited

Preamble

· ICICI Group expects all its employees, officers and Directors to act in accordance with high professional and ethical standards. You must be, and be seen to be, committed to integrity in all aspects of your activities and comply with all applicable laws, regulations and internal polices.

· In accepting a position with ICICI Group or any of its subsidiaries, each of you become accountable for compliance with the law, with the ICICI Group Code of Business Conduct and Ethics (‘the Code’), and with policies of your respective business units.

· The standards of the Code are not necessarily prescribed by the regulators - they are something, which a well respected institution must have in place and adhere to on an ongoing basis. We therefore expect a high level of ethical conduct.

· You must conduct your duties according to the language and spirit of this Code and seek to avoid even the appearance of improper behaviour. Your actions need to demonstrate and evidence the principle of acting in good faith and without negligence. You should be aware that even well intentioned actions that violate the law or this Code may result in negative consequences for ICICI Group and for the individuals involved.

· While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent ICICI Group’s policy.

Group Code of Business Conduct and Ethics 2

ICICI Bank Limited

Group Code of Business Conduct and Ethics

Conflict of Interest and Outside Activities

Conflicts Of Interest – General Principles

· Conflicts of interest can occur if our business practices sacrifice interests of one set of customers in favour of another or place business interests ahead of customers.

· To address such situations, the Bank has adopted a Framework for Managing Conflict of Interest which articulates several measures taken by the Bank in ensuring that conflicts of interest are handled in an appropriate manner, at the individual employee level, at the level of Board of Directors and at the Group level.

· If you are aware of any circumstances which you think may give rise to a conflict of any kind, or if you become aware of information which places you in difficulty in carrying out your function (for example, if you obtain confidential information about a company), you must handle the same as per the conflict of interest framework applicable to your Company.

· As part of its management of conflict of interest, the Bank has put in place a process approved by its Product and Process Approval Committee viz., the “Operational Framework for Chinese Wall” for ensuring that confidential information is appropriately secured and decisions and service to clients are independent of such confidential information. There are information barriers between departments that routinely have access to confidential / non - public Information ("Insider Areas") from those who do not have such access ("Public Areas"). As a general principle, “Insider areas” should refrain from sharing any information with any body in the “Public Areas”. However, in case the need is felt, the procedure for crossing the wall including obtaining prescribed approvals needs to be followed.

· You would be expected to be sensitive to any activities, interests or relationships that might interfere with or even appear to interfere with, your ability to act in the best interests of ICICI Group and its customers.

· You must disclose to the HR of your company, annually, a statement that you have no material interest or any other conflicting interests, in any person who is a party to a material contract or proposed contract with ICICI Group. In case of any doubt in regard to the extent of disclosure applicable, kindly contact the HR department.

· Examples of situations that could involve conflicts of interest include:

o   Selling a product that is profitable for the Group but not appropriate for the customer;

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o   Ownership, by employees or their family members, of a significant interest in any outside enterprise, which does or seeks to do business with or is a competitor;

o   Acting as a broker, finder, go-between or otherwise for the benefit of a third party in transactions involving or potentially involving the Group or its interests;

o   Working, in any capacity, for a competitor, customer, supplier or other third party while employed by ICICI Group;

o Competing with ICICI Group for the purchase or sale of property, products, services or other interests;

o Having an interest in a transaction involving the Bank, a competitor, customer or supplier (other than as an employee, officer or director of the Bank and not including routine investments in publicly traded companies);

o   Receiving a loan or guarantee of an obligation as a result of your position with the Bank;

o   Directing business to a supplier owned or managed by, or which employs, a relative or friend.

Conflicts of interest arising out of personal Investments

While undertaking personal investments, it should be borne in mind that such investments should not:

· Affect or appear to affect your ability to make unbiased business decisions for ICICI Group;

· Be contrary to ICICI Group's interests (e.g. using proprietary knowledge obtained through the course of employment to make investments that are not in the best interest of the ICICI Group);

· Be in the businesses of ICICI Group’s customers, suppliers, or competitors that could cause divided loyalty, or even the appearance of divided loyalty.

Please refer to the section on personal investments for further guidelines in relation to adherence to the Code of Conduct for Prevention of Insider Trading.

Conflicts of interest through outside business activities

· Due to potential conflicts with ICICI Group, you must obtain approval from Committee of Directors (or an appropriate internal committee in case of other entities in ICICI Group) before you accept a position as a director of an

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unaffiliated for-profit company or organization or when you work with a professional organisation/ association outside ICICI Group.

· Working with professional organisations/ associations does not typically create a conflict of interest where :

o The work is related to the legitimate professional interest and development of the employee and does not interfere with the employee’s regular duties;

o Does not use official resources inappropriately (either physical resources or time);

o Does not compete with the work of ICICI Group and is not otherwise contrary to the best interests of the Group;

o  Does not violate national, international or local law.

· It may however be mentioned that, while undertaking outside activities, you should not use ICICI Group name, facilities, or relationships for personal benefit. Further any employee accepting an appointment, as director of an unaffiliated for-profit company/ organisation must ensure proper treatment of confidential information received from such entity in connection with being a director.

Dos and Don’ts

Do

· Act in the best interests of ICICI Group and its customers and handle activities, interests or relationships in a sensible manner

· Handle conflicts of interest as per applicable Conflicts of Interest Framework

· Submit an annual statement of Conflicts of Interest to the HR of your Company

Don’t

· Undertake personal investments or outside activities or involve in any financial transaction with colleagues, customers or suppliers that would create conflicts of interest

Privacy/Confidentiality

Proprietary and Confidential Information

· You must always protect the confidentiality of proprietary and confidential information (sensitive to ICICI Group) you obtain or create in connection with your activities for ICICI Group, in accordance with the applicable law. Your obligation to protect ICICI Group’s proprietary and confidential information

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continues even after you leave the Group, and you must return all proprietary information in your possession upon leaving ICICI Group.

· Proprietary and confidential information include any system, information or process (sensitive in nature) that gives ICICI Group an opportunity to obtain an advantage over competitors; non public information about ICICI Group businesses, its customers and its employees, any other non public information received.

· Proprietary and confidential information about ICICI Group, a customer, supplier or distributor, should not be disclosed (even with best of intentions) to anyone (including other employees) not authorized to receive it or has no need to know the information, unless such disclosure is authorized by the customer or is required by law, appropriate legal process or appropriate internal authorities.

· Intellectual property of ICICI Group such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information are some examples of proprietary and confidential information that need to be protected.

· Unauthorized use or distribution of proprietary information violates the internal policies and could be illegal. Such use or distribution could result in negative consequences for both ICICI Group and the individuals involved, including potential legal and disciplinary actions.

· Acts of ignorance that could lead to leakage of such proprietary information, especially through electronic means – like e-mails, web uploads, removable media (e.g. CD/DVD/pen drive) etc., may lead to investigation and probe against the employees.

· It is your responsibility to protect proprietary and confidential information (sensitive in nature) pertaining to the Bank or its customers in a manner commensurate with its classification as per the principles enunciated in the Information Security Policy, Standards & Procedures of ICICI Group.

· ICICI Group reserves the rights to monitor its employees’ activities on ICICI owned assets.

· We, at ICICI Group, respect the proprietary rights of other companies and their proprietary information and require you also to observe such rights.

Privacy of Employee Information

At ICICI Group, we recognise and protect the privacy and confidentiality of employee medical and personal records. Such records would be shared strictly on need to know basis or as required by any law, rule and regulation or when authorized by the

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employee or as per subpoena or court order and requires approval by internal counsel.

Dos and Don’ts

Do

· Properly control access to your work areas and computers and keep sensitive information safe and secured in all forms, physical or electronic

· Ensure appropriate destruction of information (both physical or electronic) when the same is not required for work anymore

· Obtain any relevant information directly from the person concerned

· Access to information or data by outsourced will also be subjected to the relevant employee’s accountability, in case such data is misused

· Keep customer information secured at all times and uphold ICICI Group Privacy promise for customers

· Limit access to non-public information strictly to authorised personnel on a ‘need to know’ basis

· Comply with local data protection and privacy laws that affect the collection, use and transfer of personal customer information

· While accessing Intranet and Internet, ensure compliance with internal policies and procedures

· Ensure that worldwide electronic information exchange and dialogue, electronic business dealings are all as per internal policies and procedures

· Report information security incidents such as suspicious emails, individual password sharing, data leakage or data theft, phishing or malware attacks, hacking attempts etc. through the reporting mechanisms of ICICI Group.

Don’t

· Discuss sensitive matters or confidential information in public places

· Violate the Information Security Policy applicable to your Company

· Transfer official information into personal databases or carry hard copies of official information (otherwise than for official purposes) outside the office, without prior permission from your superior

· Pass information, in any manner, directly or indirectly to any recruitment/search agencies or to competitor or any other organisations

· Share sensitive information in the subject line or body of e-mails or through unprotected attachments without proper authorisation and approved controls

Anti Bribery and Anti Corruption / Gifts & Entertainment

Accepting Gifts and Entertainment- General Principles

· In general, employees should not accept gifts - anything of value (including entertainment and incentives) from current or prospective customers or suppliers, unless it is in accordance with the Operational Guidelines for

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Acceptance of Gifts Entertainment and Sponsored Travel approved by the Product & Process Approval Committee of the Bank. These guidelines broadly covers following areas:

· Gifts

· Entertainment and Sponsored Travel

· Incentives offers received at the Bank's Level

Offering of Gifts and Entertainment - General Principles

· Gifts and/or entertainment should be offered only post appropriate approvals from relevant senior management and in compliance with the Operational Guidelines for Gifts Entertainment and Sponsored Travel. These guidelines broadly covers following areas:

· Gifts

· Entertainment, Hospitality and other expenses

· Donations

Bribery and Corruption

· Bribery/Corruption is defined as receiving or offering of an undue reward from/to any third party.

· You must note that ICICI Group follows zero tolerance approach towards Bribery and Corruption.

· You must not make any payment to or for anyone for the purpose of obtaining or retaining business or for obtaining any favourable action. If you are found to be involved in making such payments, you would be subject to disciplinary action as well as potential civil or criminal liability for violation of the Code.

· You should not offer or give any funds or property as donation to any government agency or its representatives, in order to obtain any favourable performance of official duties.

· While you are expected to put in best of your efforts in every transaction, you will not be penalised by ICICI Group for delayed performance of a transaction solely on the grounds of refusal to pay bribes.

· You should familiarise yourself and comply with the Bank's Anti Bribery and Anti Corruption Policy which is available on the Intranet. You should contact the Compliance Group with any questions on the matter.

Dos and Don’ts

Do

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· Accept or offer any gift and/or entertainment only in line with the Code and the Operational Guidelines for Gifts Entertainment & Sponsored Travel

· Adhere to Bank’s Anti-Bribery & Anti- Corruption Policy

Don’t

· Make any payment to or for anyone that could tantamount to bribe/corruption

· Receive/accept a gift, entertainment, etc. from a prospective customer of the Bank

· Offer gifts and/or entertainment to any person for the purpose of obtaining or retaining business or for influencing any decision or action of the recipient in an improper manner

Personal Investments

· To protect the integrity of ICICI Group and its subsidiaries and affiliates, it is essential that you conduct your personal trading as per Code of Conduct for Prevention of Insider Trading (Insider Trading Code) under SEBI guidelines, in an appropriate manner that withstands public scrutiny and does not create even the appearance of impropriety.

· ICICI Group policy and the laws of many countries prohibit trading in securities of any company while in possession of material, non-public information (also known as inside information) of any company. Employees of certain ICICI Group businesses are subject to additional personal trading policy restrictions.

· You should note that using non-public information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All on public information should be considered inside information and should never be used for personal gain.

· You are required to familiarise yourself and comply with the Bank's Code of Conduct for Prevention of Insider Trading (or such other Code applicable to your Company), copies of which are available on the Intranet or from the Company Secretary. You should contact the Company Secretary with any questions about your ability to buy or sell securities.

· Investments in securities should be made as per the Insider Trading Code, of the respective company.

Dos and Don’ts

Do

· Ensure adherence to the Code for Prevention of Insider Trading applicable to your Company

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Don’t

· Handle personal investments while in possession of “Insider information”

Know Your Customer / Anti Money Laundering

· Anti Money Laundering & Combating Financing of Terrorism legislations criminalize flow of money of/from the specified crimes including trafficking of any kind (e.g.: drug, human, animal, organs, body parts, etc.), terrorism, theft, fraud, handling of stolen goods, counterfeiting, etc. It is also an offence to undertake and/or facilitate transactions with individuals and entities whom you suspect of being involved in money laundering or terrorist financing (ML/TF). In such cases, escalate your concerns to the Compliance team responsible for your units.

· ICICI Group does not do business with persons suspected to be involved in ML/TF. We are fully aware that no customer relationship is worth compromising our commitment to combating ML/TF.

· ICICI Group has adopted the Group Anti Money Laundering (AML) and Combating Financing of Terrorism (CFT) Policy accompanied by detailed procedures with the principal objectives as under:

o   Preventing ICICI Group from being used by money launderers to further their illicit business;

o   Enabling ICICI Group to assist law enforcement agencies in identifying and tracking down money launderers;

o   Ensuring that ICICI Group remains compliant with all relevant anti-money laundering legislation and regulations.

· You must exercise requisite care in selecting those with whom we conduct business. While conducting business, you must adhere to processes which are in place for checking the identity and complete profile of the customers and counter parties as per guidelines. In case of unusual transactions which are not of regular nature, care should be exercised and reasons for undertaking that transaction should be analysed/documented with appropriate internal approvals. These processes ensure adequate customer due diligence and ongoing monitoring of their transactions. This is done to detect suspicious transactions during the entire period of relationship.

Dos and Don’ts

Do

· Ensure adherence to the Group Anti Money Laundering Policy

· Undergo relevant training to update yourself on applicable internal KYC/AML guidelines

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· Exercise requisite due diligence while accepting a customer and undertaking a transaction and make reasonable enquiries in case of doubt

· Escalate all suspicious activities/ transactions (including attempted/aborted transactions) where ML/TF is suspected regardless of the amount involved or the nature of the offence as per the applicable internal procedures. Failure to report suspicious transactions despite having knowledge is an offence under law.

Don’t

· Provide assistance to any person to launder proceeds of any criminal conduct

· Prejudice an investigation by informing (i.e. tipping off) the person who is the subject of a suspicious transaction

· Attempt to undertake investigations on your own without the guidance of the relevant officials when any incident is reported.

Accuracy of Company Records and Reporting

· You must ensure that records, data and information owned, collected, used and managed by you for ICICI Group are accurate and complete. Records must be maintained as per the applicable record retention policy of your Company in sufficient detail so as to reflect accurately the company's transactions.

· You must assist in maintenance of appropriate records so as to ensure that financial transactions are prepared in accordance with generally accepted accounting principles and that they fairly present the financial conditions and results of the company.

· You must observe high standards of decency regarding content and language when creating business records and other documents (such as email) that may be retained by ICICI Group or a third party.

· Non-maintenance of these records that comes into your notice and any misappropriation or tampering of records needs to be reported to a relevant authority.

Reporting to Government/external agencies

· ICICI Group has a responsibility to communicate effectively with shareholders so that they are provided with full, accurate and timely information, in all material respects, about the ICICI Group’s financial results and condition of operations. Our reports and documents are required to be filed with or submitted to regulatory authorities in various countries. Hence, such reports and any other public communications should be full, fair, accurate, timely and understandable.

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· You must, therefore, never make inaccurate or misleading reports, certificates, claims or statements to government / regulatory authorities.

Dos and Don’ts

Do

· Maintain accurate data in sufficient detail to reflect accuracy of company transactions

· Assist in preparation of true and fair financial statements of the company

· Crosscheck the reports being submitted to regulatory authorities; in case there are any errors found, report to the relevant authority and take corrective action immediately.

Don’t

· Make inaccurate reports to the applicable government / regulatory authorities

Protecting ICICI Group’s Assets

Protecting ICICI Group’s assets against loss, theft or other misuse is the responsibility of every employee, officer and Director. Loss, theft and misuse of ICICI Group’s assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to your supervisor or the Chief Financial Officer.

Dos and Don’ts

Do

· Use ICICI Group assets (physical and intellectual) primarily for official purposes

· Report any misuse or theft of assets, including instances of data leakage or data theft, by any employee or outsourced agents of ICICI Group that comes to your notice

Don’t

· Copy, sell, use or distribute information, software and other forms of intellectual property in violation of licenses

· Misappropriate ICICI Group assets as it is a breach of your duty and may constitute an act of fraud against ICICI Group

· Use official resources in another business in which you, a friend or family member is involved

· Use official stationery, supplies, and equipment for personal or political matters

· Introduce, access or download material considered indecent, offensive, or is related to the production, use, storage , or transmission of sexually explicit or offensive items using ICICI Group assets

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· Conduct any illegal or objectionable activities, including gambling, gaming, etc. using ICICI Group assets

· Make any changes to the settings or configurations of ICICI Group assets without authorisation as per extant process

· Open attachments or click on links in websites or unexpected emails that come from unknown or untrusted sources or seem suspicious

· Attempt to hack or gain illegal access to any ICICI Group assets

· Download or install freeware or shareware (including screensavers), without authorisation as per the extant process

Workplace Responsibilities

Fair Employment Practices and Diversity

· ICICI Group is committed to adoption of fair employment practices. It ensures diversity of workplace through efforts to recruit, develop and retain the most talented people from a diverse candidate pool. It upholds the principle that advancement is based on talent and performance and there is a commitment to equal opportunity.

· As a fair employment practice, we expect that you shall not (during the course of your service or upon cessation of your service for a period of six months from the date of cessation) directly or indirectly on your own accord or on behalf or in conjunction with any other person, convey or solicit or attempt to induce any employee or business associate to leave their current employment with ICICI Group and join the service of the new employer or any competitor.

Fair Competition

· Although it is common to gather information about the general marketplace, including competitors' products and services, the Company wants to compete fairly.

Drug Free Workplace

· You should ensure that your workplace is healthy and productive and free from drugs.

Discrimination and Harassment and Intimidation

· ICICI Group is committed to prohibition of harassment and intimidation of employees in the workplace. ICICI Group discourages conduct that implies granting or withholding favours or opportunities as a basis for decisions affecting an individual, in return for that individual’s compliance. Such action is an easier form of harassment to identify because it takes the form of either a threat or a promise, whether explicit or implied.

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· ICICI Group has a Sexual Harassment Policy that prohibits unwelcome advances, requests for sexual favours, or other verbal or physical conduct where such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, hostile or offensive working environment.

Safety in the Workplace

· ICICI Group considers safety of employees as the primary concern. ICICI Group is committed to safety of employees and expects its businesses and employees to comply fully with appropriate laws and internal regulations.

· ICICI Group encourages responsible behaviour of its employees and colleagues that result in the best possible accident prevention measures. This applies both to the technical planning of workplaces, equipment, and processes and to safety management and personal behaviour in everyday workplace.

· Your work environment, therefore, must conform to the requirements of health oriented safety design and you must constantly be attentive to safety principles.

Fair Treatment of counter-parties

· The quality of our relationships with our suppliers and other external counterparties often has a direct bearing on the quality of our products, services and ultimately our customer relationships. We therefore expect our suppliers to operate to the same standards as we expect of ourselves.

· All such relationships with external counter-parties should be conducted in professional and impartial manner. Vendor selection and hiring decisions must be made objectively and in best interest of ICICI Group, based on evaluation of integrity, suitability, price, delivery of goods/ service, quality and other pertinent factors. You should commit to fair contract and payment terms with them in return of good service at a good price supplied in a responsible manner.

· Your personal relationship with contractors, suppliers and vendors should be disclosed to your superior at the time of entering into the transaction and should not influence decisions made on behalf of ICICI Group. Negotiations with customers and potential customers should be conducted in a professional manner.

· Vendors or suppliers should not be used for any personal purposes, so as to have any conflict of interest while dealing with them.

Corporate Opportunities

· Employees, officers and Directors are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. No employee, officer or Director may use corporate

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property, information or position for personal gain, and no employee, officer or Director may compete with ICICI Group.

· Competing with ICICI Group may involve engaging in the same line of business as the Group, or any situation where the employee, officer or Director takes away from the Group opportunities for sales or purchases of property, products, services or interests.

Contact with Media

· In order to pro-actively manage our reputation with the media and to ensure consistency of messages, interaction with media must only occur with the prior approval of Corporate Brand and communications Group.

Social Media

· Social media allows users to interact with each other by sharing information, opinions, knowledge and interests. Some examples of social media are sites such as Facebook, YouTube, LinkedIn, Orkut, Twitter etc.

· There are various risks associated with communicating on the Social Media platform. Thus, there is a need to address such concerns in an appropriate manner keeping in mind employee’s freedom and the interest of the Bank and its wider stakeholders.

· Bank’s Social Media Policy lays down standards employees should adhere to while communicating internally, externally as well as online.

Dos and Don’ts

Do

· Ensure that external, internal & online communications are in line with the Bank’s Social Media Policy

· Respect personal dignity, privacy, and personal rights of every individual

· Work together with women and men of various nationalities, cultures, religions, and races in a professional manner

· Be open and honest and stand by your responsibility

· Treat our customers, suppliers, competitors and employees fairly

· Maintain the safe and healthy working environment provided by the company

· Be committed to prevent wasteful use of natural resources

Don’t

· Discriminate, harass or offend anybody by whatever means, be it sexual or otherwise

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· Use ICICI Group systems to transmit or receive electronic images or text of a sexual nature or containing ethical slurs, racial epithets or other harassing, offensive or lewd materials

· Obtain competitive information by unethical or illegal means, such as corporate espionage or improper access to confidential information

· Engage in contacts with competitors that could create even an appearance of improper agreements, whether the contact is in person, in writing, by telephone or through e-mail

· Take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice

· Do not issue directives to violate the terms of vendor’s contracts

Raising Ethical Issues

· ICICI Group encourages employees to report to their supervisor/ HR/ compliance, concerns and suspected violations of the Code, internal policies, external legal and regulatory requirements etc. You may choose to remain anonymous if you wish. All significant breaches should be escalated immediately.

· ICICI Group will conduct prompt and thorough investigations of alleged violation and take appropriate corrective action.

· Retaliatory action against an employee for making a good faith report is prohibited.

· HR takes appropriate actions against individuals who have broken laws, rules and regulations.

· An employee who knowingly violates the internal policies and guidelines shall be subject to disciplinary action, including demotion or dismissal.

· In case of any doubts in undertaking any new role, assignment or responsibilities, please ensure all dos and don’ts are well understood, so as to avoid pleading ignorance by overstepping on some protocols.

Investigations

You are required to cooperate fully with authorised internal and external investigations. Making false (or misleading) statements to regulators/ auditors/ ICICI Group representatives during investigations can be a criminal act that can result in heavy penalties.

Dos and Don’ts

Do

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· Report to your supervisor/HR/compliance, concerns and suspected violations of the Code, internal policies, external legal and regulatory requirements etc

Don’t

· Knowingly withhold information that raises ethical questions and bring such issues to the attention of senior management or ensure reporting as per the applicable Whistle Blower Policy

· Destroy records that are potentially relevant to a violation of law or any litigation or any pending, threatened or foreseeable government investigation or proceeding

Special Responsibilities of Superiors and Managers

In addition to responsibilities as employees, supervisors and managers must abide by the:

· Duty of selection - Carefully select the employees for a job in light of their personal and professional qualifications. The duty of care increases with the importance of the obligation to be entrusted to the employee.

· Duty of instruction – Formulate obligations in a precise, complete, and binding manner, especially with a view to ensure compliance with provisions of instructions.

· Duty of monitoring - Ensure that compliance with provisions of applicable laws / regulations is monitored on a constant basis.

· Duty of communication – Communicate to the employees that any violations of the applicable laws/regulations are disapproved of and would have disciplinary implications.

Dos and Don’ts

Do

· Strive to create and sustain an environment that promotes ethical behaviour

· Assist your staff to understand and apply the internal policies and procedures

· Encourage and practice whistle blowing, so as to avoid any doubts later that an offence was being committed with your knowledge, which could be construed as connivance by the employee

Don’t

· Issue directives to violate the terms of internal policies/procedures

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Compliance with Laws, Rules and Regulations

· ICICI Group's Policy is to maintain an open and co-operative relationship with our regulators and to comply with all applicable laws, rules and regulations. The Group also disseminates information regarding compliance with laws, rules and regulations that affect business.

· Accordingly the Bank has put in place the Group Compliance Policy as approved by the Board of Directors.

· Violation of the law must be avoided under any circumstances, especially violations that attract punishment of imprisonment, monetary penalties, or fines. Notwithstanding the legal consequences of such violation, any employee found guilty will be additionally liable to disciplinary actions, initiated by the company for violating the Code.

· Particular care should be taken to act legally in those areas where the law is evolving rapidly or is being extended to cover activities that have not been covered by legal requirements in the past. When in doubt, the Compliance Group should be consulted.

Dos and Don’ts

Do

· Familiarise yourself with the ICICI Group Compliance Policy

· Comply with all applicable laws, rules and regulations

· Contact with regulators through designated officials as per internal guidelines

· Notify Compliance Group immediately of any significant contacts made directly by a regulator

Don’t

· Commit an illegal or unethical act, or instruct others to do so, for any reason

· Commit such acts simply because you see someone else doing it, or your supervisor not warning you

Key Irregularities

· While the Group believes that the employees would realise and appreciate the need to follow this Code in letter and spirit, in an unfortunate incident or act of breach, a corrective and/or deterrent action becomes unavoidable. Therefore any breach of the stipulations mentioned in the Code should be treated as misconduct for which appropriate penalty would be imposed.

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· Based on the intent, seriousness and mitigating/extenuating circumstances of such non-compliance the breaches can be broadly classified into four categories as detailed hereunder.

A. Habitual Irregularities

Repeated negligence in performing duties, depending on the gravity and consequences to the Company may fall under this category. Illustrative behaviour includes:

· Unpunctual or irregular attendance, leaving workplace without permission, habitual or prolonged absence without leave

· Negligence or failure to take due care while obtaining and preserving documents/records

· Negligence or failure to ensure accuracy and timely completion of work

· Indecent/discourteous behaviour with customers, employees, superiors etc

· Not following the prescribed dress code

· Showing an intransigent or unreasonably negative attitude to management and/or fellow employees

· Minor breach of health and safety requirements

· Smoking in a non designated area

· Careless use of the Company’s equipment or furniture

· Refusing to attend nominated training programs unless agreed upon with superior

· Use of foul or abusive language (whether verbal or in writing)

· Refusing a reasonable request to moderate changes in responsibilities if such a change is a business necessity

· Being under the influence of alcohol and/or drugs not medically prescribed when at work (whether on ICICI Group premises or otherwise)

· Consumption or being under the influence of drugs not medically prescribed and/or excessive alcohol at a management sponsored event

· Indulging in habitual errors, negligence while performing duties

B. Gross/serious violations

Any act which is in breach of the Code, internal policies/procedures and which may cause financial loss or reputation risk to the Company falls under this category. Illustrative behaviour under this category includes:

· Failing to comply with ICICI Group policies, procedures, rules and working practices

· Obstructing the customers from dealing with ICICI Group or obstructing other employees from discharging their responsibilities

· Engaging in any other trade/ business/ employment while in the employment of the Company without confirming with your supervisor

· Participation in any demonstration against the Company or its officials

· Accepting gifts and favours from clients and vendors in violation of relevant guidelines

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· Disrupting/slowing down of continuous customer service or work, in the branch or office –either solely or by way of participation in strike, bandh etc

· Violation of any of the provisions of the security policy including Information Security Policy of the company

· Taking a decision, which has financial implications favouring you, any of your teams or relatives

· Involvement in harassment including sexual harassment or racial harassment

· Failure to take all possible steps to protect the interest of ICICI Group and to perform duties with utmost integrity, honesty, devotion & diligence

· Indulging in any act which is likely to cause damage/loss to the property and which are prejudicial to the reputation and interest of ICICI Group

· Failure to act in the best judgment while performing duties as well as while exercising delegated power entrusted by ICICI Group

· Failure to avoid indebtedness in any manner while in service

· Engaging in and/or facilitating any financial dealing/s including money lending whatsoever with colleagues

· Any act which brings or have the potential to bring dis-repute to the image of ICICI Group at all times

· Failure to comply with existing regulatory rules and regulations such as Reserve Bank of India Act, 1934 and Banking Regulations Act, 1949, etc

· Any other act which is against the ethos/culture of the company

C. Fraudulent Irregularities

Any act with a fraudulent or malafide intention irrespective of whether there was any financial loss or loss of reputation to ICICI Group falls in this category. Some illustrative behaviour under this category would include:

· Suppressing or misrepresentation of facts

· Any act of creation/acceptance of fake/ incorrect/ fraudulent records or manipulation of records with fraudulent intention i.e. fudging of records, MIS records, etc

· Failure of due diligence in any deal/transaction to avoid any possibilities of a fraud or money laundering

· Data theft or pilferage or any dishonest act

· Involvement in any act in the area of corruption, misuse of office, criminal offences, suspected or actual fraud etc

· Helping customers in ways which could lead to a loss to ICICI Group

· Engaging in and/or facilitating any financial dealings through your personal banking account. The Bank has issued Guidelines for “Operating Salary Account" by staff for reference in this regard

The Bank is governed by the Companies Act which as recently revised in August 2013 has defined the act of “fraud” under Section 447 and has prescribed the penal provisions for the same. The same is given below:

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ICICI Bank Limited

Definition of Fraud:

“Fraud” in relation to affairs of a company or any body corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss;

(i)   “Wrongful gain” means the gain by unlawful means of property to which the person gaining is not legally entitled;

(ii)   “Wrongful loss” means the loss by unlawful means of property to which the person losing is legally entitled.

Punishment for fraud:

Without prejudice to any liability including repayment of any debt under this Act or any other law for the time being in force, any person who is found to be guilty of fraud, shall be punishable with imprisonment for a term which shall not be less than six months but which may extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud.

Provided that where the fraud in question involves public interest, the term of imprisonment shall not be less than three years.

Employees are requested to be mindful of the above provisions and exercise necessary diligence.

D. Irregularities in High Risk Areas

Any act which may not be apparently with fraudulent intention but are considered as High Risk area irrespective of any financial loss or loss to the reputation to ICICI Group falls in this category. This includes:

· Failure to act in spite of having knowledge of wrong things being practiced,

· Failure to take corrective steps to stop such wrong practices,

· Failure to escalate such matters to higher authorities

The areas considered, as High Risk will be assessed by the Senior Management of the Group. The Senior Management will also have the power and authority to notify the list of High Risk areas from time to time.

It must be noted that irregularities cited in the above categories are indicative in nature and are not exhaustive.

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ICICI Bank Limited

Disciplinary Procedures

The following paragraphs deal with the disciplinary procedures, which could be used as indicative guidance for the ICICI Group constituents while formulating their respective disciplinary procedures.

· The primary objective of the disciplinary procedure is to make employees aware of the instance/s of apparent and reported breach of the Code on their part and to afford such employees with an opportunity of making submission against such reported instance/s including improving their attendance, work performance or amending/ rectifying their conduct as the case may be, should they fall below the standards expected by ICICI Group.

· When deciding upon the appropriate way to deal with any potential issues an employee has in meeting ICICI Group standards, the reasons behind this difficulty will be considered. There may be occasions when problems are due to an employee’s incapability to do his/her job, personal circumstances or health rather than there being any measure of personal blame. In such cases, the employee will be informed by the immediate manager that he/she is not meeting the required standards.

· The immediate manager will discuss his or her concerns with the employee and where appropriate, will agree objectives with the employee to be achieved over a reasonable period of time. The immediate manager will also discuss any assistance the employee may require, including where practicable - training. If after a reasonable time, an employee is still unable to reach the required standards, the matter may be dealt with within the context of the disciplinary procedure.

· If the problem relates to the employee’s health, the immediate manager may arrange for the employee to see ICICI Group nominated Medical Advisor.

· If the problem stems from the employee’s failure to demonstrate satisfactory conduct, or there are problems with the employee’s performance e.g. due to the employee’s inattention or lack of motivation, the disciplinary procedure will be implemented.

· Usually disciplinary procedure would start after detailed fact finding exercise/internal investigation including one-to-one discussion with the concerned employee, where-ever possible-by the respective business group, is carried out and a detailed report to that effect is submitted to HRMG. In deserving cases such investigation may be carried out independent of the respective business group.

Disciplinary action

Depending upon the nature and seriousness of non-compliant behaviour, the Company may take corrective action against the erring employees. The Company

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ICICI Bank Limited

may prefer civil or criminal action against errant employees. Such actions may include penalties as deemed appropriate considering the nature of violation and its implications on the Company. The extenuating / mitigating circumstances, if any, may also be considered while taking action.

These actions could be – Cautionary Action, Deterrent Action and Capital Action

Cautionary action

The cautionary or exemplary action(s) may be in the form of:

· Condoning, advising, warning, censuring, etc

· Imposition of fine

· Suspension from employment for a certain period of time

· Adversely impacting annual performance rating

· Withholding of increment

· Withholding of performance linked bonus / incentive (partly)

Deterrent action

The deterrent action(s) may be in the form of:

· Recovery of full / partial monetary loss caused or likely to be caused to the Company

· Suspension from employment for a certain period of time

· Withholding of increments

· Withholding of Performance linked bonus / incentive

· Withholding of promotion

· Demoting to the lower grade or level

· Reduction in basic salary

Capital action

The capital action may be in the form of:

· Termination of services

· Dismissal from services

Process for taking disciplinary action

· It must be clearly understood that the Company will be the sole judge to decide on the categorization of breaches as also the form of corrective actions.

· All disciplinary action would start on the basis of the report received by the HRMG from the respective business group after following the process as described in the foregoing.

· Depending upon the nature of such report employee/s would be informed in writing of the gist of the instance/s of breach of the Code reported against them and would be afforded with an opportunity to make their submission/s in writing within specific time frame to the designated official in HRMG. On receipt

Group Code of Business Conduct and Ethics 23

ICICI Bank Limited

of such communication from HRMG employees would be required to make their submission/s in writing which would be taken into consideration while arriving at a decision. However, in case employee/s choose not to avail of such an opportunity within the specific time frame or within extended time frame, if allowed by HRMG in deserving cases, it would be construed that the employee concerned has no submission to make and accordingly the matter would be decided upon ex-parte and any decision taken in that circumstances would be binding on the concerned employee.

· HRMG of the Company would put in place a matrix of Disciplinary Authority and the Appellate Authority to carry out all administrative/disciplinary actions envisaged under the Code.

For ICICI Bank, India, a designated Disciplinary Authority will on the basis of reports submitted to it by an Investigating authority and/or suo-moto after ensuring adherence to due process initiate appropriate investigation and disciplinary proceedings/actions against an erring employee and impose penalty/ies including but not limited to, placing an employee under suspension.

An employee against whom an order has been passed by a Disciplinary Authority, may, within seven working days from the date of receipt of the order, prefer an appeal in writing to the Appellate Authority. Such written appeals, if received within the stipulated time, shall be disposed of by the Appellate Authority by way of a detailed speaking order.

The Disciplinary Authority and the Appellate Authority shall be as under –

Grade	Disciplinary Authority	Appellate Authority
Employee in the grades upto and inclusive of Chief Manager (Band I)	Assistant General Manager	Deputy General Manager
Chief Manager (Band II) and Assistant General Manager	Joint General Manager	General Manager
Deputy General Manager and Joint General Manager	Senior General Manager	Executive Director
General Manager, Senior General Manager (Band – I) and Senior General Manager – (Band II)	Executive Director	Managing Director and Chief Executive Officer

· The range of possible actions outlined above should not be regarded as necessarily either sequential or cumulative. ICICI Group reserves the right to omit any or all of the levels of action where it considers it appropriate. It is for the relevant manager to decide which of the possible responses is appropriate in any given case. For example, if a single breach of discipline is serious (albeit it may be the employee’s first breach of discipline) the employee may be given a final warning notwithstanding the fact that no previous warnings have been given.

Group Code of Business Conduct and Ethics 24

ICICI Bank Limited

· ICICI Group reserves the right to suspend an employee on payment of Subsistence Allowance as per rules pending the outcome of disciplinary action.

An employee of ICICI Group entity incorporated in India, on suspension, shall be eligible to receive subsistence allowance at the rate of one third of basic pay the employee was drawing on the day preceding to the date of suspension plus other allowances (except conveyance/ transport allowances) proportionately on such reduced basic pay for the first three months and at the rate of one half of the basic pay the employee was drawing on the day preceding to the date of suspension plus other allowances (except conveyance/ transport allowances) proportionately on such reduced basic pay from the fourth month till completion of disciplinary action or the revocation of the suspension, as the case may be. This will however be subject to the applicable law, if any.

Such subsistence allowance would be payable to such an employee on his/her furnishing a declaration every month acceptable to the Company that he/she is not engaged in any other employment, business, profession, or vocation or in any gainful activities, self employment whether or not having earned any income. An employee under suspension shall have to report to the company for the purpose of investigation/enquiry as and when required by the company and shall not leave the station of his posting from where he was suspended without permission of the competent authority.

Compliance with the Code

· ICICI Group recognises the need for this Code to be applied equally to everyone it covers. All employees, Directors and officers are expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with immediately, including subjecting persons to corrective and/or disciplinary action such as dismissal or removal from office.

· The Group Compliance Officer will have primary authority and responsibility for implementing this Code across the ICICI Group, subject to the supervision of the Board Governance & Remuneration Committee or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors. ICICI Group will devote the necessary resources to enable the Group Compliance Officer to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code. Queries concerning this Code should be directed to the Group Compliance Officer. A facility to raise such queries has been hosted on the Universe.

· Employees, officers and Directors should promptly report any concerns about violations of ethics, laws, rules, regulations or this Code, including by any senior executive officer or director, to their supervisors/managers or the Group Compliance Officer or in the case of accounting, internal accounting controls or

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ICICI Bank Limited

auditing matters, the Audit Committee of the Board of Directors. Any concerns involving the Group Compliance Officer should be reported to the Board Governance & Remuneration Committee.

· The Group Compliance Officer shall notify the Board Governance & Remuneration Committee of any concerns about violations of ethics, laws, rules, regulations of this Code by any senior executive officer or Director reported to him.

· You should report actions that may involve conflict of interest to the Group Compliance Officer. In order to avoid conflicts of interest, executive officers and Directors must disclose to the Group Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to such a conflict, and the Group Compliance Officer shall notify the Board Governance & Remuneration Committee of any such disclosure. Conflicts of interest involving the Group Compliance Officer shall be disclosed to the Board Governance & Remuneration Committee.

· ICICI Group encourages all employees, officers and Directors to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. ICICI Group will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all employees, officers and Directors without fear of retribution or retaliation is vital to the successful implementation of this Code. You are required to cooperate in internal investigations of misconduct and unethical behaviour.

· Interested parties may also communicate directly with the Company’s non-management Directors through contact information mentioned in the Company’s Annual Report or on the website.

Waivers and Amendments

Any waivers (including any implicit waivers) of the provisions in this Code for executive officers or Directors may only be granted by the Board of Directors and will be promptly disclosed to the shareholders. Any such waivers will also be disclosed in the Group’s Annual Report under Indian law and its Annual Report on Form 20-F. Any waivers of this Code for other employees may only be granted by the Group Compliance Officer. Amendments to this Code must be approved by the Board of Directors and will also be disclosed in the Company’s Annual Reports.

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ICICI Bank Limited

Employee Declaration

(To be submitted to the HR at the time of joining)

I Mr. /Ms. __________________________________________________ confirm and declare that:

· I have read and understood the terms of employment applicable to me and the provisions of the Group Code of Business Conduct and Ethics

· I shall, during the course of my service with the Bank/Group companies or in the event of cessation of my service in the future, due to any reason whatsoever, for aperiod of six months from the date of such cessation, directly or indirectly, either on my own accord or on behalf or in conjunction with any other person/s, firm or company refrain/desist from canvassing or soliciting attempting to or inducing any employee(s) business associate(s) to leave their current employment with the Bank/Group companies/ business partners to join the services of any new employer/firm/company or any other competitor of the Group companies/ Business Partners.

· I am aware that any act in contravention of the above provision on my part shall attract initiation of appropriate action as deemed fit by ICICI Group.

· I shall disclose the following details, whenever required by the Company:

· All bank accounts being held by me - either singly or jointly with other family members

· Investment made in immovable property including sale of such property

· A statement that I have no material interest or any other conflicting interests, in any person who is a party to a material contract or proposed contract with ICICI Group.

_______________________________________

Employee Signature

Date:

Group Code of Business Conduct and Ethics 27

EX-12.1

Exhibit 12.1

I, Chanda Kochhar, certify that:

1. I have reviewed this annual report on Form 20-F of ICICI Bank Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: July 25, 2014

Chanda Kochhar

Managing Director & Chief Executive Officer

EX-12.2

Exhibit 12.2

I, Rakesh Jha, certify that:

1. I have reviewed this annual report on Form 20-F of ICICI Bank Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: July 25, 2014

Rakesh Jha

Chief Financial Officer

EX-13

Exhibit 13

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Ladies and Gentlemen:

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended March 31, 2014 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Ms. Chanda Kochhar, the Managing Director & Chief Executive Officer, and Mr. Rakesh Jha, Chief Financial Officer of ICICI Bank Limited, each certifies that, to the best of their knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ICICI Bank Limited.

Date: July 25, 2014

Chanda Kochhar

Managing Director & Chief Executive Officer

Rakesh Jha

Chief Financial Officer