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ICICI Bank Ltd Banks - Private Sector
BSE Code
532174
ISIN Demat
INE090A01013
Book Value
523.97
NSE Symbol
ICICIBANK
Div & Yield %
1.73758
Market Cap (Rs Cr.)
92806.164
P/E
14.35539
EPS
56.08
Face Value
10
ICICI BANK LIMITED

ANNUAL REPORT 2010-2011

DIRECTOR'S REPORT

Your Directors have pleasure in presenting the Seventeenth Annual Report of 
ICICI  Bank  Limited with the audited statement of accounts  for  the  year 
ended March 31, 2011.

FINANCIAL HIGHLIGHTS

The  financial performance for fiscal 2011 is summarised in  the  following 
table: 

Rs. billion, except percentages         Fiscal 2010  Fiscal 2011   % change

Net interest income and other income         155.92       156.65       0.5%
Provisions & contingencies1                   43.87        22.87    (47.9)%
Profit before tax                             53.45        67.61      26.5%
Profit after tax of the Bank                  40.25        51.51      28.0%

1. Excludes provision for taxes.

Rs. billion, except percentages         Fiscal 2010  Fiscal 2011   % change

Consolidated profit after tax                 46.70        60.93      30.5%

Appropriations

The profit after tax of the Bank for fiscal 2011 is Rs.51.51 billion  after 
provisions  and contingencies (excluding provision for taxes)  of  Rs.22.87 
billion and all expenses. The disposable profit is Rs.86.15 billion, taking 
into  account  the  balance of Rs.34.64 billion brought  forward  from  the 
previous  year. Your Directors have recommended a dividend at the  rate  of 
Rs.14  per  equity  share  of  face value  Rs.10  for  the  year  and  have 
appropriated the disposable profit as follows:

Rs. billion                                       Fiscal 2010   Fiscal 2011

To Statutory Reserve, making in all Rs.73.75 
billion1                                                10.07         12.88

To Special Reserve created and maintained 
in terms of Section 36(1) (viii) of the 
Income-tax Act, 1961, making in all Rs.31.69 
billion                                                  3.00          5.25

To Capital Reserve, making in all Rs.21.46 
billion                                                  4.44          0.83

To/(from) Investment Reserve, making in 
all Nil                                                  1.16        (1.16)

To General Reserve, making in all Rs.49.80 
billion                                                  0.01             -

Dividend for the year (proposed)

- On equity shares @ Rs.14 per share 
(@ Rs.12 per share for fiscal 2010)2                    13.38         16.15

- On preference shares (Rs.)                           35,000        35,000

- Corporate dividend tax                                 1.64          2.02

Leaving balance to be carried forward 
to the next year3                                       34.64         50.18

1.  Includes  Rs.2.00  billion on amalgamation of  The  Bank  of  Rajasthan 
Limited with ICICI Bank Limited.

2.  Includes  dividend for the prior year paid on shares issued  after  the 
balance sheet date and prior to the record date.

3.  After taking into account transfer to Reserve Fund Rs.0.4  million  for 
fiscal 2011, making in all Rs.11.3 million.

MERGER OF THE BANK OF RAJASTHAN LIMITED WITH ICICI BANK

The  Bank  of  Rajasthan Limited (Bank of  Rajasthan),  a  banking  company 
incorporated  within  the meaning of Companies Act, 1956  and  licensed  by 
Reserve  Bank  of India (RBI) under the Banking Regulation  Act,  1949  was 
amalgamated with ICICI Bank Limited (ICICI Bank/the Bank) with effect  from 
close of business on August 12, 2010 in terms of the Scheme of Amalgamation 
(the   Scheme)   approved   by   RBI  vide  its   order   DBOD   No.   PSBD 
2599/16.01.056/2010-11  dated  August  12, 2010 under sub  section  (4)  of 
section 44A of the Banking Regulation Act, 1949. The consideration for  the 
amalgamation was 25 equity shares of ICICI Bank of the face value of  Rs.10 
each  fully  paid-up for every 118 equity shares of Rs.10 each of  Bank  of 
Rajasthan. Accordingly, ICICI Bank allotted 31,323,951 equity shares to the 
shareholders  of Bank of Rajasthan on August 26, 2010 and 2,860,170  equity 
shares,  which  were  earlier kept in abeyance  pending  civil  appeal,  on 
November 25, 2010.

SUBSIDIARY COMPANIES

At  March  31,  2011,  ICICI Bank had 17  subsidiaries  as  listed  in  the 
following table: 

Domestic Subsidiaries              International Subsidiaries

ICICI Prudential Life Insurance
Company Limited                    ICICI Bank UK PLC

ICICI Lombard General Insurance    ICICI Bank Canada
Company Limited

ICICI Prudential Asset Management  ICICI Bank Eurasia
Company Limited                    Limited Liability Company

ICICI Prudential Trust Limited     ICICI Securities Holdings Inc.2

ICICI Securities Limited           ICICI Securities Inc.3

ICICI Securities Primary           ICICI International Limited
Dealership Limited 

ICICI Venture Funds Management
Company Limited

ICICI Home Finance Company 
Limited

ICICI Investment Management
Company Limited

ICICI Trusteeship Services 
Limited

ICICI Prudential Pension 
Funds Management Company 
Limited1

1. Subsidiary of ICICI Prudential Life Insurance Company Limited.

2. Subsidiary of ICICI Securities Limited.

3. Subsidiary of ICICI Securities Holdings Inc.

The Ministry of Corporate Affairs (MCA) vide its Circular No.51/12/2007-CL-
III

dated  February 8, 2011 has granted general exemption under Section  212(8) 
of  the  Companies Act, 1956 to companies from attaching  the  accounts  of 
their  subsidiaries  in  their annual reports  subject  to  fulfillment  of 
certain  conditons  prescribed. The Board of Directors of the Bank  at  its 
Meeting held on April 28, 2011 noted the provisions of the circular of  MCA 
and  passed the necessary resolution granting the requisite  approvals  for 
not attaching the balance sheet, profit & loss account, report of the board 
of directors and report of the auditors of each of the subsidiary companies 
to  the accounts of the Bank for fiscal 2011. The Bank will make  available 
these  documents/details  upon  request by any Member of  the  Bank.  These 
documents/details    will    be   available   on   the    Bank's    website 
(www.icicibank.com) and will also be available for inspection by any Member 
of  the Bank at its Registered Office and Corporate Office and also at  the 
registered offices of the concerned subsidiaries. As required by Accounting 
Standard-21  (AS-21)  issued by the Institute of Chartered  Accountants  of 
India, the Bank's consolidated financial statements included in this Annual 
Report incorporate the accounts of its subsidiaries and other consolidating 
entities.  A summary of key financials of the Bank's subsidiaries  is  also 
included in this Annual Report. 

DIRECTORS

The  RBI  vide its letter dated June 24, 2010 approved the  appointment  of 
Rajiv Sabharwal as an Executive Director of the Bank. The Members  approved 
his appointment at the Sixteenth Annual General Meeting (AGM) held on  June 
28, 2010.  

Narendra Murkumbi retired by rotation on June 28, 2010 at the last AGM  and 
did not seek re-appointment. The valuable guidance and contribution made by 
Narendra Murkumbi was recognised by the Board.

Pursuant  to  the  provisions of the Banking Regulation Act,  1949,  M.  K. 
Sharma  retired from the Board effective January 31, 2011 on completion  of 
eight  years as a non-executive Director of the Bank. The Board  placed  on 
record   its  deep  appreciation  and  gratitude  for  his   guidance   and 
contribution to the Bank. 

In  terms of the provisions of the Companies Act, 1956 and the Articles  of 
Association of the Bank, V. Prem Watsa, M. S. Ramachandran and K.  Ramkumar 
would  retire by rotation at the forthcoming AGM and are eligible  for  re-
appointment. M. S. Ramachandran and K. Ramkumar have offered themselves for 
re-appointment.  V.  Prem Watsa has expressed his desire not  to  seek  re-
appointment as a Director as his maximum permissible tenure of eight  years 
as  a non-executive Director of the Bank would end on January 28,  2012.  A 
Resolution  is proposed to the Members in the Notice of the current AGM  to 
this effect and also not to fill up the vacancy caused by the retirement of 
V. Prem Watsa at this meeting or any adjourned meeting thereof.

AUDITORS

The  auditors, S.R. Batliboi & Co., Chartered Accountants, will  retire  at 
the  ensuing  AGM.  As recommended by the Audit Committee,  the  Board  has 
proposed  the appointment of S.R. Batliboi & Co., Chartered Accountants  as 
statutory  auditors  for  fiscal  2012. Their  appointment  is  subject  to 
approval of RBI. You are requested to consider their appointment.

PERSONNEL

As  required  by the provisions of Section 217(2A) of  the  Companies  Act, 
1956,  read  with  Companies (Particulars of  Employees)  Rules,  1975,  as 
amended,  the names and other particulars of the employees are set  out  in 
the Annexure to the Directors' Report. 

APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARDS OF ASSISTED COMPANIES

Erstwhile  ICICI  Limited  (ICICI)  had  a  policy  of  appointing  nominee 
directors  on  the  boards  of certain borrower  companies  based  on  loan 
covenants,  with  a view to enable monitoring of the  operations  of  those 
companies.  Subsequent  to the merger of ICICI with ICICI  Bank,  the  Bank 
continues to nominate directors on the boards of assisted companies.  Apart 
from  the Bank's employees, experienced professionals from  various  fields 
are  appointed as nominee directors. At March 31, 2011, ICICI Bank  had  19 
nominee  directors of whom 16 were employees of the Bank, on the boards  of 
34 assisted companies. The Bank has a Nominee Director Cell for maintaining 
records of nominee directorships.

RISK MANAGEMENT FRAMEWORK

The  Bank's risk management strategy is based on a clear  understanding  of 
various  risks, disciplined risk assessment and measurement procedures  and 
continuous  monitoring.  The policies and procedures established  for  this 
purpose are continuously benchmarked with international best practices. The 
Board  of  Directors has oversight on all the risks assumed  by  the  Bank. 
Specific  Committees have been constituted to facilitate focused  oversight 
of various risks, as follows: 

*  The Risk Committee of the Board reviews risk management policies of  the 
Bank in relation to various risks. The Risk Committee reviews various  risk 
policies   pertaining  to  credit,  market,  liquidity,   operational   and 
outsourcing risks, review of the Bank's stress testing framework and  group 
risk  management framework. The Committee reviews the risk profile  of  the 
Bank  through periodic review of the key risk indicators and  risk  profile 
templates  and  annual review of the Internal Capital  Adequacy  Assessment 
Process.  The  Committee  also reviews the risk  profile  of  its  overseas 
banking  subsidiaries  annually.  The Risk  Committee  reviews  the  Bank's 
compliance  with risk management guidelines stipulated by the Reserve  Bank 
of  India  and of the status of implementation of the  advanced  approaches 
under  the  Basel framework. The Risk Committee also  reviews  the  stress-
testing  framework  as  part of the Internal  Capital  Adequacy  Assessment 
Process  (ICAAP).  The stress testing frame work included a wide  range  of 
Bank-specific  and  market (systemic) scenarios. Linkage  of  macroeconomic 
factors  to  stress test scenarios was documented as a part of  ICAAP.  The 
ICAAP exercise covers the domestic and overseas operations of the Bank, the 
banking  subsidiaries  and the material nonbanking subsidiaries.  The  Risk 
Committee  also reviews the Liquidity Contingency Plan (LCP) for  the  Bank 
and the threshold limits.

*  Apart  from sanctioning credit proposals, the Credit  Committee  of  the 
Board  reviews  developments  in  key industrial  sectors  and  the  Bank's 
exposure to these sectors as well as to large borrower accounts. The Credit 
Committee  also  reviews the non-performing loans,  accounts  under  watch, 
overdues and incremental sanctions.

* The Audit Committee of the Board provides direction to and also  monitors 
the  quality  of the internal audit function and also  monitors  compliance 
with inspection and audit reports of RBI and statutory auditors.

*  The  Asset Liability Management Committee is  responsible  for  managing 
liquidity and interest rate risk and reviewing the asset-liability position 
of the Bank. 

A  summary  of reviews conducted by these committees are  reported  to  the 
Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of 
the Board 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  Bank  has  dedicated groups namely the Risk  Management  Group  (RMG), 
Compliance  Group,  Corporate  Legal Group, Internal Audit  Group  and  the 
Financial Crime Prevention and Reputation Risk Management Group  (FCPRRMG), 
with a mandate to identify, assess and monitor all of the Bank's  principal 
risks  in  accordance  with well-defined policies and  procedures.  RMG  is 
further organised into Credit Risk Management Group, Market Risk Management 
Group  and Operational Risk Management Group. These groups  are  completely 
independent of all business operations and coordinate with  representatives 
of  the business units to implement ICICI Bank's risk  management  policies 
and methodologies. The internal audit and compliance groups are responsible 
to the Audit Committee of the Board.

CORPORATE GOVERNANCE

It is annexed as seperate part of the 'REPORT ON CORPORATE GOVERNANCE'.

COMPLIANCE CERTIFICATE OF THE AUDITORS

ICICI  Bank  has annexed to this report, a certificate  obtained  from  the 
statutory  auditors, S.R. Batliboi & Co., Chartered Accountants,  regarding 
compliance of conditions of Corporate Governance as stipulated in Clause 49 
of the listing agreement.

EMPLOYEE STOCK OPTION SCHEME

In  fiscal  2000,  ICICI Bank instituted an Employee  Stock  Option  Scheme 
(ESOS)  to  enable  the  employees and Directors  of  ICICI  Bank  and  its 
subsidiaries  to participate in future growth and financial success of  the 
Bank. As per the ESOS, as amended from time to time, the maximum number  of 
options  granted to any employee/Director in a year is limited to 0.05%  of 
ICICI  Bank's  issued  equity  shares at the time of  the  grant,  and  the 
aggregate  of  all  such options is limited to 5% of  ICICI  Bank's  issued 
equity shares on the date of the grant (equivalent to 57.59 million  shares 
at April 28, 2011).

Options  granted for fiscal 2003 and earlier years vest 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  grant. 
Options  granted  for fiscal 2004 to 2008 vest in a graded  manner  over  a 
four-year period, with 20%, 20%, 30% and 30% of the grants vesting in  each 
year, commencing not earlier than 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 April 2010 vest in a graded manner over  a  four  year 
period with 20%, 20%, 30% and 30% of the grant vesting each year commencing 
from  the  end  of 12 months from the date of grant. On the  basis  of  the 
recommendation  of  the  Board  Governance,  Remuneration  and   Nomination 
Committee  (BGRNC),  the  Board at its Meeting held  on  October  29,  2010 
approved a grant of approximately 3.1 million options as a special  measure 
to eligible employees and wholetime Directors of ICICI Bank and certain  of 
its  subsidiaries. Each option confers on the beneficiary a right to  apply 
for  one  equity share of face value of Rs.10 of ICICI  Bank  at  Rs.967.00 
which  was the average closing price of the ICICI Bank stock on  the  stock 
exchange  during the six months up to October 28, 2010. 50% of the  options 
granted would vest on April 30, 2014 and the balance 50% on April 30, 2015. 
The  Bank  has received approval of RBI for the above grant of  options  to 
wholetime  Directors of the Bank. The Board further at its meeting held  on 
April  28, 2011 approved a grant of approximately 4.25 million options  for 
fiscal 2011 to eligible employees and wholetime Directors (options  granted 
to wholetime Directors being subject to RBI approval). Each option  confers 
on  the  employee a right to apply for one equity share of  face  value  of 
Rs.10  of  ICICI Bank at Rs.1,106.85 which was closing price on  the  stock 
exchange which recorded the highest trading volume in ICICI Bank shares  on 
April 27, 2011. These options would vest over a four year period, with 20%, 
20%, 30% and 30% respectively of the grant of vesting each year  commencing 
from the end of 12 months from the date of grant. 

Options  can  be exercised within 10 years from the date of grant  or  five 
years  from  the  date of vesting, whichever is later.  The  price  of  the 
options  granted prior to June 30, 2003 is the closing market price on  the 
stock  exchange, which recorded the highest trading volume on the  date  of 
grant.  The price for options granted on or after June 30, 2003  till  July 
21,  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 price for options granted on or after  July 
22,  2004 (other than the grants made on October 29, 2010) is equal to  the 
closing  price  on the stock exchange which recorded  the  highest  trading 
volume  preceding the date of grant of options. The above disclosure is  in 
line with the SEBI guidelines, as amended from time to time.

Particulars of options granted by ICICI Bank upto April 28, 2011 are  given 
below: 

Options granted till April 28, 20111 (excluding 
options forfeited/lapsed)                              53,152,313

Options forfeited/lapsed                                9,087,542

Options exercised                                      28,693,881

Total number of options in force                       24,458,432

Options vested                                         42,706,923

Number of shares allotted pursuant to 
exercise of options                                    28,693,881

Extinguishment or modification of options                     Nil

Amount realised by exercise of options (Rs.)        6,734,413,993

1. Includes Options granted to wholetime Directors pending RBI approval

No  employee was granted options during any one year equal to or  exceeding 
0.05% of the issued equity shares of ICICI Bank at the time of the grant.

The  diluted  earnings  per  share (EPS) pursuant to  issue  of  shares  on 
exercise  of  options calculated in accordance with AS-20 was  Rs.45.06  in 
fiscal  2011  against  basic  EPS  of  Rs.45.27.  The  Bank  recognised   a 
compensation  cost of Rs.2.9 million in fiscal 2011 based on the  intrinsic 
value of options. However if ICICI Bank had used the fair value of  options 
based on binomial tree model, compensation cost in the year ended March 31, 
2011  would have been higher by Rs.905.8 million and proforma profit  after 
tax  would  have been Rs.50.60 billion. On a proforma basis,  ICICI  Bank's 
basic and diluted earnings per share would have been Rs.44.47 and  Rs.44.27 
respectively.

The  key  assumptions used to estimate the fair value  of  options  granted 
during the year ended March 31, 2011 are given below.

Risk-free interest rate                                5.26% to 8.42%

Expected life                                      6.35 to 6.87 years

Expected volatility                                  48.38% to 49.82%

Expected dividend yield                                1.10% to 1.33%

In respect of options granted in fiscal 2011, the weighted average exercise 
price  of  the options and the weighted average fair value of  the  options 
were Rs.972.00 per option and Rs.535.87 per option respectively.

Conservation  of Energy , Technology absorption, Foreign Exchange  Earnings 
and outgo, under Section 217(1)(e) of the Companies Act, 1956.

The provisions of Section 217(1)(e) of the Companies Act, 1956 relating  to 
conservation of energy and technology absorption do not apply to the  Bank. 
The  Bank  has,  however, used information technology  extensively  in  its 
operations.

Implementation of circular isued by Ministry of Corporate Affairs on  'Gren 
Initiatives in Corporate Governance '

The Bank has implemented the Green Initiative' as per Circular No. 17/2011 
dated  April 21, 2011 and Circular No. 18/2011 dated April 29, 2011  issued 
by  the  Ministry  of Corporate Affairs to enable  electronic  delivery  of 
notices/documents and annual reports to shareholders.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm:

1.  that  in  the  preparation  of  the  annual  accounts,  the  applicable 
accounting  standards  have been followed, along  with  proper  explanation 
relating to material departures;

2.  that  they  have selected such accounting  policies  and  applied  them 
consistently  and  made judgements and estimates that  are  reasonable  and 
prudent, so as to give a true and fair view of the state of affairs of  the 
Bank at the end of the financial year and of the profit or loss of the Bank 
for that period; 

3.  that they have taken proper and sufficient care for the maintenance  of 
adequate  accounting  records,  in accordance with the  provisions  of  the 
Banking  Regulation Act, 1949 and the Companies Act, 1956 for  safeguarding 
the  assets  of the Bank and for preventing and detecting fraud  and  other 
irregularities; and 

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

ICICI  Bank is grateful to the Government of India, RBI, SEBI and  overseas 
regulators  for  their continued cooperation, support and  guidance.  ICICI 
Bank wishes to thank its investors, the domestic and international  banking 
community, rating agencies and stock exchanges for their support. 

ICICI Bank would like to take this opportunity to express sincere thanks to 
its  valued  clients  and  customers for  their  continued  patronage.  The 
Directors  express their deep sense of appreciation of all  the  employees, 
whose  outstanding professionalism, commitment and initiative has made  the 
organisation's  growth  and  success possible and continues  to  drive  its 
progress.  Finally,  the Directors wish to express their gratitude  to  the 
Members for their trust and support.

                                   For and on behalf of the Board

                                   K. V. Kamath
Date: May 13, 2011                 Chairman

Compliance with the Group Code of Business Conduct and Ethics

I  confirm  that all Directors and members of the  senior  management  have 
affirmed compliance with Group Code of Business Conduct and Ethics for  the 
year ended March 31, 2011. 

                              Chanda Kochhar
                              Managing Director & CEO
Date : May 13, 2011

Business Overview

ECONOMIC OUTLOOK

The  long-term  fundamentals of the Indian economy continue to  be  strong. 
These  include favourable demographics, rising incomes,  growing  consuming 
class and a large investment pipeline. These growth drivers are expected to 
be  sustained  over the medium-to-long term. The growth of the  economy  is 
being driven primarily by domestic investment and consumption, with limited 
dependence  on  exports  or the demand situation  in  other  economies.  In 
addition, the growing economic activity in rural India and the emergence of 
smaller cities as important growth drivers are key positive developments.

At  the  same time, there are some concerns, particularly  with  regard  to 
inflation.  Inflationary pressures emerging from commodity and food  prices 
have shown signs of becoming more generalised, leading to the containing of 
inflation  becoming  the key priority of policy makers.  In  addition,  the 
global  economic  environment  continues  to  remain  uncertain  with  slow 
recovery and fiscal concerns in developed markets. 

We believe that while these challenges may have an impact in the short term 
and  cause periodic volatility, the strong underlying fundamentals  of  the 
Indian  economy would sustain high rates of growth over the medium to  long 
term.

For  a  discussion of recent economic and regulatory  developments,  please 
refer to 'Management's Discussion & Analysis'.

BUSINESS REVIEW

During fiscal 2011, the Bank focused on 5Cs strategy - Credit growth,  CASA 
mobilisation,  Cost optimization, Credit quality improvement  and  Customer 
centricity. We believe that we have achieved substantial success on all the 
parameters  of this strategy and are well placed to leverage on the  growth 
opportunities in the economy. 

RETAIL BANKING:

After significant moderation in previous years, retail credit growth in the 
system picked up pace in fiscal 2011. As per data published by RBI for  the 
period  up to March 25, 2011, year-on-year retail credit growth  was  about 
17%. 

We  continue  to believe that retail credit in India has  robust  long-term 
growth potential, driven by sound fundamentals of rising income levels  and 
favorable  demographic profile. We will continue to focus on select  retail 
asset  segments like housing and vehicle loans where we expect  significant 
demand  over  the medium to long term. We are also seeing  smaller  markets 
beyond  the large urban centres emerging as important drivers of growth  in 
this  segment.  In addition, customer segments are now maturing  given  the 
increase  in  incomes.  These  distinct  customer  segments,  with   widely 
different requirements and risk-reward characteristics, require specialised 
strategies. We believe that our knowledge of the customer and insights into 
the   Indian   market  position  us  well  to  take  advantage   of   these 
opportunities.

Our  branches  are  the key points of  customer  acquisition  and  service. 
Accordingly, our organisation structure has been shaped to provide  greater 
empowerment to our branches. The branch network is expected to serve as  an 
integrated   channel  for  deposit  mobilisation,  selected  retail   asset 
origination  and distribution of third party products as well as the  focal 
point for customer service. The outbound sales teams have been strengthened 
and brought under branch supervision. They are supported by the  operations 
and phone banking teams to deliver high quality service, customer retention 
and  up-selling;  and  by a strategic product and service  design  team  to 
design  product and service strategies for different customer segments.  We 
have  deepened our engagement and relationship with customers  and  created 
more   opportunities  for  cross-selling  other  products  by   introducing 
dedicated  privilege banking areas, which are manned by  specially  trained 
privilege  bankers,  and exclusive wealth branches for our high  net  worth 
customers.  The  Bank's focus during the year was  on  delivering  superior 
customer service in line with its articulated Khayaal Aapka proposition.

During  the  year, we acquired The Bank of  Rajasthan  which  substantially 
enhanced  our branch network and strengthened our presence in northern  and 
western  India. The merger of Bank of Rajasthan added over 450 branches  to 
our  network. Including these, our branch network has increased from  1,707 
branches  at  March 31, 2010 to 2,529 branches at March 31, 2011.  We  also 
increased  our ATM network from 5,219 ATMs at March 31, 2010 to 6,055  ATMs 
at March 31, 2011.

During fiscal 2011, we continued our focus on increasing the proportion  of 
low-cost  retail  deposits  in our funding base. Our  current  and  savings 
account  (CASA) deposits as a percentage of total deposits  increased  from 
41.7% at March 31, 2010 to 45.1% at March 31, 2011. 

During  the  year,  our retail disbursements increased  as  we  focused  on 
opportunities  in residential mortgages, vehicle finance  and  construction 
equipment  finance.  The  realignment  of  our  retail  sales  and  service 
architecture  helped  us increase our reach while  simultaneously  bringing 
focus towards customer service. We sourced an increasing proportion of  our 
mortgage business through our branch network. In addition to mortgages,  we 
also  saw  traction  in  auto  loans,  commercial  vehicle  financing   and 
construction equipment business in fiscal 2011. 

We  also continued to focus on cross-selling new products and  products  of 
our  life  and general insurance subsidiaries to  our  existing  customers. 
Cross-sell allows us to deepen our relationship with our existing customers 
and earn fee income. We will continue to focus on cross-sell as a means  to 
improve  profitability  and  offer  a complete suite  of  products  to  our 
customers. 

SMALL ENTERPRISES

Medium  &  small enterprises are important engines of  growth  and  reflect 
India's  entrepreneurial  energy. We offer complete  banking  solutions  to 
small  and  medium  enterprises across industry segments.  We  support  the 
growth of the small and medium enterprises sector while adopting a  cluster 
based  financing  approach for enterprises with a  homogeneous  profile  in 
industries  such  as infrastructure, engineering,  information  technology, 
education,  life-sciences and agri-based businesses.  We also offer  supply 
chain financing solutions to the channel partners of large corporates. 

During fiscal 2011, we strengthened the sales and relationship coverage  by 
increasing our presence with greater empowerment at zonal levels. This  has 
allowed us to deepen our customer relationships and supplement the customer 
acquisition  by  leveraging our branch network along  with  our  commercial 
banking franchise. The Bank also contributes significantly to the SME  eco-
system  through  multiple  initiatives  such  SME  CEOs  Knowledge  Series, 
Emerging  India Awards, SME Expos and the SME Toolkit - an online  business 
and advisory resource.  

We have a long tradition of partnering entrepreneurs early in their  growth 
phase, building lasting and mutually beneficial relationships that  deliver 
recurring value. We will continue to further strengthen our proposition and 
penetration in this segment.

CORPORATE BANKING

Our  corporate  banking strategy is based on  providing  comprehensive  and 
customised  financial  solutions  to our corporate customers.  We  offer  a 
comprehensive  suite  of  corporate banking products  including  rupee  and 
foreign  currency debt, working capital credit, structured financing,  loan 
syndication and commercial banking products and services. Our corporate and 
investment banking franchise is built around a core relationship team  that 
has strong relationships with almost all of the country's corporate houses. 
The  relationship team is product agnostic and is responsible for  managing 
banking  relationships  with  clients. We have also put  in  place  product 
specific  teams with a view to focus on designing financial  solutions  for 
clients spread across structured finance, project finance, loan syndication 
and  markets. The Structured Finance Group is responsible for working  with 
the  relationship  team  in India and our  international  subsidiaries  and 
branches  for structuring and execution of investment banking mandates  and 
other transactions.

We  have  a  Commercial Banking Group working closely  with  the  Corporate 
Banking  Group for growing this business through identified  branches.  Our 
strategy  for  growth in commercial banking, i.e. of  meeting  the  regular 
banking  requirements of companies for transactions and trade, is based  on 
leveraging our strong client relationships and focusing on enhancing client 
servicing capability at the operational level.

We  have enhanced our client servicing capability by the effective  use  of 
'Mega  Branches'  spread  across all major commercial  centres  across  the 
country catering to specialised commercial banking needs of clients.  These 
branches  have highly cohesive and dedicated customer  focused  transaction 
teams,  led  by  senior branch heads, to service customers  and  provide  a 
better  transactional  experience  to  the  client.  An  efficient  central 
operations team complements the service delivery capability.

The relationship team also works with our Markets Group to assist customers 
in  devising  and executing risk management strategies to  address  foreign 
currency, interest rate and liquidity risks. Our loan syndication franchise 
enables  us  to  structure,  underwrite and  syndicate  rupee  and  foreign 
currency  debt  with Indian and offshore investors. We  have  built  robust 
sector  specific syndication skills across project finance,  M&A  financing 
and structured finance to provide optimal financing solutions. 

The   continuing  expansion  of  Indian  companies   provides   significant 
opportunities  for  our corporate banking business. Our expertise  lies  in 
structuring client specific solutions coupled with seamless delivery for an 
enriching customer experience. We will continue to focus on increasing  the 
granularity  and  stability  of  our  revenue  streams  by  executing   our 
transaction  banking  and trade services strategy, while  keeping  a  close 
watch on credit quality and further deepening our client relationships.

PROJECT FINANCE

With  strong momentum in the Indian economy, there has been  a  significant 
increase in investment activity with capacity additions across sectors such 
as  infrastructure, power, oil & gas, urban development and  manufacturing. 
We  expect a significant increase in infrastructure financing  requirements 
going  forward.  The  power  sector will witness  the  execution  of  large 
projects given the energy needs of the country and the government's  energy 
expansion   programmes.  Besides  requirements  arising  out  of   capacity 
additions, significant investments are also projected in inter-regional and 
regional  transmission  corridors  for  strengthening  the  national  grid. 
Further,  we  also expect substantial development in the  renewable  energy 
segment.  With  the scale-up in gas production there is a need  to  connect 
India's  various  regional gas pipeline systems and  as  such,  significant 
investments  in  trunk  pipeline networks are expected.  The  improved  gas 
availability  and  pipeline  connectivity is also  expected  to  drive  the 
expansion of the city gas network. In the transportation sector, roads  and 
ports  have  seen  activity. The momentum is expected to  increase  as  the 
government  has been bidding out new projects for development  of  national 
and  state  highways. With the government promoting an  inclusive  maritime 
infrastructure  in  the  ports sector, there  has  been  increased  private 
participation  in  projects for berths and  terminal  development,  channel 
deepening,  port connectivity and modernisation of equipment.  The  railway 
sector  is  also  expected to witness modernisation  of  railway  stations, 
logistics development and expansion of dedicated corridors for freight. The 
telecom  sector  is  expected to see continued growth  due  to  decline  in 
tariffs  and  increased  focus on rural markets. Further,  we  also  expect 
increased  private sector investments in the development of  water  supply, 
education and healthcare infrastructure. 

Our  long tradition of project finance and our ability to offer  structured 
and  customised  solutions  position us uniquely  to  capitalise  on  these 
opportunities and cater to the financing requirements in the infrastructure 
sector. It will be our constant endeavour to add value to projects  through 
financial  structuring to ensure bankability. These services are backed  by 
innovative  structuring  capabilities,  sectoral expertise  and  sound  due 
diligence.

INTERNATIONAL BANKING

Our international strategy is focused on meeting the foreign currency needs 
of  our  Indian  corporate  clients and partnering  them  in  their  global 
expansion,  taking  select  trade finance exposures linked  to  imports  to 
India, and achieving the status of the preferred non-resident Indian  (NRI) 
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.  ICICI  Bank  currently  has 
subsidiaries  in  the United Kingdom, Russia and Canada,  branches  in  the 
United   States,   Singapore,  Bahrain,  Hong  Kong,   Sri   Lanka,   Dubai 
International Finance Centre and Qatar Financial Centre and  representative 
offices  in  the  United Arab Emirates, China,  South  Africa,  Bangladesh, 
Thailand,  Malaysia  and Indonesia. We opened our first  retail  branch  in 
Singapore in fiscal 2011, after being granted Qualified Full Banking  (QFB) 
privileges. The Bank's wholly owned subsidiary ICICI Bank UK PLC has eleven 
branches  in the United Kingdom and a branch each in Belgium  and  Germany. 
ICICI  Bank Canada has nine branches. ICICI Bank Eurasia Limited  Liability 
Company has one branch. 

In  fiscal 2011, global economic activity picked up at  differential  rates 
with  emerging  markets experiencing strong growth  and  developed  markets 
continuing to face a phase of slow recovery. However, as the overall global 
economic environment improved, the pace of recovery in international  trade 
and  capital flows strengthened significantly. Exports from  India  crossed 
USD  200  billion  and  have reached an all-time  high.  In  this  changing 
environment, we continued to maintain adequate capital and focused on  risk 
containment  and liquidity management in our international  operations.  We 
also  focused  on  improving  the  funding  profile  in  our  international 
operations.  We  became the first Indian bank to 36  issue  10-year  senior 
bonds  in  the international markets. We also focused on  establishing  and 
growing  relationships  with global multinationals  that  are  increasingly 
entering and expanding in Indian markets. 

We  also strengthened our market position and share in  remittances  during 
fiscal 2011 and continued to develop products and service offerings to meet 
the  requirements of the Non Resident Indian (NRI) community. The  emphasis 
was on improving account operation via remote channels in order to cater to 
the  customers'  needs  when overseas. We launched  I-Express,  an  instant 
cross-border money transfer option for NRIs through our select partners  in 
the  Middle East. The I-Express facility offers the remitter an  option  of 
visiting any partner outlet for instant credit into the beneficiary account 
maintained  with  ICICI Bank in India, at no extra cost. We  also  launched 
Fixed Rupee' on Money2India.com - a facility that enables NRIs to send the 
exact rupee amount remittance to India since the exchange rate is confirmed 
at the time of initiating the remittance. 

INCLUSIVE & RURAL BANKING

In  accordance  with the ICICI Group's vision of  combining  a  sustainable 
business  model  with a social and human development agenda, the  Bank  has 
undertaken several initiatives to meet the financial services needs of  the 
rural  market.  These  include offering credit  through  our  branches  and 
dedicated   field   teams   and  financial   inclusion   through   business 
correspondents. We continued to focus on improving our product and  service 
offerings to meet the requirements of all participants in the rural  market 
including  farmers, traders, commission agents, small processors and  other 
medium agri-corporates. 

In  March  2010, our Board approved a three-year financial  inclusion  plan 
that  envisaged the opening of no-frill savings accounts and expanding  our 
rural reach over the next three years along with the provision of credit to 
select  individuals  in the target segment through  various  product  lines 
comprising  micro-credit, kisan credit card, farm equipment loan  and  loan 
against  jewellery.  In  fiscal 2011, we focused on  building  capacity  to 
implement  our financial inclusion plan and our progress against  the  plan 
targets  during  the year has been satisfactory. We have  also  focused  on 
opening  accounts  for routing benefit payments  under  various  government 
schemes  and have received the mandate for opening accounts of  individuals 
under these schemes in certain states. 

The Bank has also identified 23 Business Correspondents having a network of 
208  customer service points, to service these customers. We tied  up  with 
Vodafone  and  Aircel for extending basic financial  services  through  the 
mobile  platform.  The  plan  is  to  leverage  the  penetration  and   the 
distribution  infrastructure of the mobile network operators. We have  also 
built  lending  capability  in  over 1,000 of  our  branches  for  products 
targeted  towards  individual customers in the agri-value  chain.  We  also 
increased  our  product  offerings  in  rural  India  by  relaunching  farm 
equipment  finance with strategic tie-ups with tractor  manufacturers.  New 
product initiatives were also undertaken during the year to enhance  credit 
flow towards the micro and small enterprises sector.

Going  forward, we will continue to focus on leveraging our branch  network 
and the network of our Business Correspondent partners to enhance financial 
inclusion  by offering banking facilities to the unbanked, and growing  our 
relationships  with  these  customers over time. We will  seek  to  play  a 
significant role in the channeling of payments under government schemes  to 
the  beneficiaries  through  their  bank accounts with  us.  We  will  also 
leverage  the emerging initiatives and infrastructure, such as  the  Unique 
Identity initiative of the Government, that support financial inclusion  in 
the  country. We will seek to scale up our offerings of credit products  in 
rural  areas  and  across the agricultural value chain  by  leveraging  our 
extensive  branch network and developing appropriate  product  propositions 
for these segments.

RISK MANAGEMENT

Risk  is an integral part of the banking business and we aim at  delivering 
superior  shareholder value by achieving an appropriate  trade-off  between 
risk  and  returns.  The  key  risks  are  credit  risk,  market  risk  and 
operational  risk.  Our  risk  management strategy  is  based  on  a  clear 
understanding of various risks, disciplined risk assessment and measurement 
procedures and continuous monitoring.

The key principles underlying our risk management framework are as follows:

The Board of Directors has oversight on all the risks assumed by the  Bank. 
Specific  Committees have been constituted to facilitate focused  oversight 
of  various risks. Our Risk Committee reviews our risk management  policies 
in  relation   to various risks and regulatory compliance  issues  relating 
thereto. It reviews key risk indicators covering areas such as credit risk, 
interest rate risk, liquidity risk and foreign exchange risk and the limits 
framework, including stress test limits for various risks. It also  carries 
out an assessment of the capital adequacy based on the risk profile of  our 
balance  sheet  and reviews the status with respect  to  implementation  of 
Basel  norms. Our Credit Committee reviews developments in  key  industrial 
sectors and our exposure to these sectors and reviews major portfolios on a 
periodic basis. Our Audit Committee provides direction to and also monitors 
the quality of the internal audit function. Our Asset Liability  Management 
Committee  is  responsible for managing the balance sheet within  the  risk 
parameters  laid down by the Board/Risk Committee and reviewing our  asset-
liability position.

Policies approved from time to time by the Board of Directors/Committees of 
the Board 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.

We  have  dedicated  groups namely the Risk  Management  Group,  Compliance 
Group, Corporate Legal Group, Internal Audit Group and the Financial  Crime 
Prevention & Reputation Risk Management Group, with a mandate to  identify, 
assess  and  monitor all of the Bank's principal risks in  accordance  with 
well-defined   policies  and  procedures.  These  groups   are   completely 
independent of all business operations and coordinate with  representatives 
of   the  business  units  to  implement  ICICI  Bank's   risk   management 
methodologies.   The  Internal  Audit  Group  and  Compliance   Group   are 
responsible to the Audit Committee of the Board.

Credit Risk

Credit  risk  is the risk that a borrower is unable to meet  its  financial 
obligations to the lender. All credit risk related aspects are governed  by 
a  credit and recovery policy which outlines the type of products that  can 
be  offered, customer categories, targeted customer profile and the  credit 
approval process and limits. The credit and recovery policy is approved  by 
our Board of Directors.

In order to assess the credit risk associated with any corporate  financing 
proposal,  we  assess a variety of risks relating to the borrower  and  the 
relevant  industry. We have a structured and standardised  credit  approval 
process which includes a well established procedure of comprehensive credit 
appraisal  and  credit  rating. We have developed  internal  credit  rating 
methodologies  for rating obligors. The rating factors in quantitative  and 
qualitative  issues  and  credit  enhancement  features  specific  to   the 
transaction.  The rating serves as a key input in the approval as  well  as 
post-approval  credit  processes. A risk based asset review  framework  has 
also  been  put  in place wherein the frequency of asset  review  would  be 
higher for cases with higher exposure and/or lower credit rating.  Industry 
knowledge is constantly updated through field visits and interactions  with 
clients, regulatory bodies and industry experts. 

The Bank has a strong framework for the appraisal and execution of  project 
finance  transactions  that involves a detailed  evaluation  of  technical, 
commercial,  financial, marketing and management factors and the  sponsor's 
financial  strength and experience. The Bank identifies the project  risks, 
mitigating  factors  and residual risks associated with the project.  As  a 
part of the due diligence process, the Bank appoints consultants, including 
technical   advisors,  business  analysts,  legal  counsel  and   insurance 
consultants,  wherever  considered necessary, to advise the  lenders.  Risk 
mitigating  factors  in these financings include creation of  debt  service 
reserves  and  channelling project revenues through a trust  and  retention 
account.  The Bank's project finance loans are generally fully secured  and 
have  full  recourse to the borrower. In some cases, the  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. The Bank's practice is to normally disburse 
funds  after  the  entire project funding is committed  and  all  necessary 
contractual arrangements have been entered into. 

In  case of retail loans, sourcing and approval are segregated  to  achieve 
independence. The Credit Risk Management Group has oversight on the  credit 
risk   issues   for  retail  assets  including  vetting   of   all   credit 
policies/operating notes proposed for approval by the Board of Directors or 
forums  authorised  by the Board of Directors. The Credit  Risk  Management 
Group  is also involved in portfolio monitoring for all retail  assets  and 
suggesting/implementing policy changes. The Retail Credit and Policy  Group 
is  an independent unit which focuses on policy formulation  and  portfolio 
tracking and monitoring. In addition, we also have a Business  Intelligence 
Unit to provide support for analytics, score card development and  database 
management. Our Credit Administration Unit services various retail business 
units.

Our  credit officers evaluate retail credit proposals on the basis  of  the 
product  policy  approved by the Committee of Executive Directors  and  the 
risk assessment criteria defined by the Credit Risk Management Group. These 
criteria  vary across product segments but typically include  factors  like 
the borrower's income, the loan-to-value ratio and demographic  parameters. 
The  technical valuations in case of residential mortgages are carried  out 
by  empanelled valuers or technical teams. External agencies such as  field 
investigation   agencies  and  credit  processing  agencies  are  used   to 
facilitate  a  comprehensive  due diligence  process  including  visits  to 
offices  and  homes in the case of loans to  individual  borrowers.  Before 
disbursements are made, the credit officer checks a centralised  delinquent 
database  and  reviews  the  borrower's  profile.  In  making  our   credit 
decisions,  we also draw upon reports from credit information  bureaus.  We 
also use the services of certain fraud control agencies operating in  India 
to check applications before disbursement.

In  addition,  the  Credit  and  Treasury  Middle  Office  Groups  and  the 
Operations Group monitor operational adherence to regulations, policies and 
internal  approvals. We have centralised operations to  manage  operational 
risk in most back office processes of the Bank's retail loan business.  The 
Fraud Prevention Group manages fraud related risks through forensic  audits 
and  recovery  of  fraud losses. The segregation  of  responsibilities  and 
oversight by groups external to the business groups ensure adequate  checks 
and balances. 

Our  credit approval authorisation framework is laid down by our  Board  of 
Directors.   We  have  established  several  levels  of   credit   approval 
authorities for our corporate banking activities like the Credit  Committee 
of  the  Board  of Directors, the Committee  of  Executive  Directors,  the 
Committee  of Senior Management, the Committee of Executives  (Credit)  and 
the  Regional  Committee (Credit). Retail Credit Forums,  Small  Enterprise 
Group  Forums and Corporate Agriculture Group Forums have been created  for 
approval  of  retail loans and credit facilities to small  enterprises  and 
agri  based  enterprises  respectively.  Individual  executives  have  been 
delegated  with powers in case of policy based retail products  to  approve 
financial  assistance  within  the  exposure limits set  by  our  Board  of 
Directors.

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 and other asset prices. The prime source  of 
market  risk for the Bank is the interest rate risk we are exposed to as  a 
financial  intermediary. In addition to interest rate risk, we are  exposed 
to  other elements of market risk such as liquidity or funding risk,  price 
risk  on  trading  portfolios,  exchange  rate  risk  on  foreign  currency 
positions and credit spread risk. These risks are controlled through limits 
such as duration of equity, earnings at risk, value-at-risk, stop loss  and 
liquidity  gap limits. The limits are stipulated in our Investment  Policy, 
ALM  Policy and Derivatives Policy which are reviewed and approved  by  our 
Board of Directors.

The  Asset  Liability  Management  Committee,  which  comprises   wholetime 
Directors  and senior executives meets on a regular basis and  reviews  the 
trading  positions,  monitors interest rate and  liquidity  gap  positions, 
formulates  views on interest rates, sets benchmark lending and base  rates 
and  determines  the asset liability management strategy in  light  of  the 
current and expected business environment. The Market Risk Management Group 
recommends  changes  in risk policies and controls and  the  processes  and 
methodologies  for  quantifying  and assessing market  risks.  Risk  limits 
including  position  limits and stop loss limits for the trading  book  are 
monitored on a daily basis by the Treasury Middle Office Group and reviewed 
periodically.

Foreign  exchange risk is monitored through the net overnight open  foreign 
exchange limit. Interest rate risk of the overall balance sheet is measured 
through the use of re-pricing gap analysis and duration analysis.  Interest 
rate  gap sensitivity gap limits have been set up in addition to limits  on 
the duration of equity and earnings at risk. Risks on trading positions are 
monitored  and  managed  by setting VaR limits and  stipulating  daily  and 
cumulative stop-loss limits. 

The Bank uses various tools for measurement of liquidity risk including the 
statement  of  structural  liquidity,  dynamic  liquidity  gap  statements, 
liquidity  ratios  and  stress  testing. We  maintain  diverse  sources  of 
liquidity  to  facilitate  flexibility  in  meeting  funding  requirements. 
Incremental  operations  in the domestic market 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. Loan maturities and sale of investments  also  provide 
liquidity. Our international branches are primarily funded by debt  capital 
market  issuances, syndicated loans, bilateral loans and bank lines,  while 
our international subsidiaries raise deposits in their local markets. 

Operational Risk

Operational  risk is the risk of loss resulting from inadequate  or  failed 
internal processes, people and systems or from external events. It includes 
legal  risk but excludes strategic and reputation risks. Operational  risks 
in  the  Bank  are  managed through  a  comprehensive  system  of  internal 
controls,  systems  and  procedures to monitor  transactions,  key  back-up 
procedures  and  undertaking  regular  contingency  planning.  The  control 
framework is designed based on categorisation of all functions into  front-
office,  comprising  business  groups; mid-office,  comprising  credit  and 
treasury mid-offices; back-office, comprising operations; and corporate and 
support functions. ICICI Bank's operational risk management governance  and 
framework is defined in the Operational Risk Management Policy, approved by 
the  Board  of  Directors. While the policy  provides  a  broad  framework, 
detailed  standard  operating procedures for  operational  risk  management 
processes  are  established.  The  policy is  applicable  across  the  Bank 
including  overseas  branches  and aims  to  ensure  clear  accountability, 
responsibility  and mitigation of operational risk. We have constituted  an 
Operational  Risk  Management Committee (ORMC) to oversee  the  operational 
risk  management in the Bank. The policy specifies the  composition,  roles 
and  responsibilities of the ORMC. The framework  comprises  identification 
and  assessment of risks and controls, new products and processes  approval 
framework, measurement through incidents and exposure reporting, monitoring 
through  key  risk indicators and mitigation through  process  and  control 
enhancement  and insurance. We have formed an independent Operational  Risk 
Management  Group  for  design,  implementation  and  enhancement  of   the 
operational risk framework and to support business and operation groups  in 
the operational risk management on an on-going basis. 

TREASURY

Our  treasury operations are structured along the balance sheet  management 
function, the client-related corporate markets business and the proprietary 
trading activity.

During  fiscal  2011, financial markets remained volatile.  The  government 
bond markets witnessed increase in benchmark yields following the emergence 
of  inflationary concerns and the tightening monetary policy  stance  which 
impacted our government securities portfolio. Further, since October  2010, 
equity  markets  continued to remain volatile with the NIFTY  declining  by 
nearly  17% from October to February which offset the equity capital  gains 
made during the first part of the year. These factors had an adverse impact 
on the Bank's proprietary trading gains. The Bank continued to focus on the 
corporate  bonds segment to offset this impact, and remained among the  top 
two arrangers according to the Prime database. In respect of primary issues 
for the private sector, the Bank was ranked first in league table rankings. 
Over the last year, the Bank strengthened its relationship with the top  10 
issuers and focused on increasing its distribution reach by adding over 300 
provident  fund trusts. The Bank also increased its  geographical  coverage 
through manpower addition at key locations. 

Our  balance  sheet management function continued to  actively  manage  the 
government  securities  portfolio  held for compliance with  SLR  norms  to 
optimise  the  yield on this portfolio, while  maintaining  an  appropriate 
portfolio duration given the interest rate environment. 

We  provide  foreign exchange and derivative products and services  to  our 
customers  through our Markets Group. These products and  services  include 
foreign  exchange products for hedging currency risk, foreign exchange  and 
interest rate derivatives like options and swaps and bullion  transactions. 
We  also hedge our own market risks related to these products with  banking 
counterparties.

HUMaN RESOURCES 

ICICI  Bank  seeks to nurture a mutually beneficial relationship  with  its 
employees.  This relationship is characterised by the investment which  the 
Bank makes in its employees by providing challenging roles and assignments, 
opportunities for personal growth, relevant and timely performance support, 
training and an enabling environment. The Bank seeks to create a  workplace 
which combines achievement orientation with care for employees. On  January 
5, our Founder's Day, we formalised this employee value proposition through 
launch  of  the 'Saath Aapka' campaign. Through Saath Aapka, the  Bank  has 
clearly  and in a transparent manner articulated what employees can  expect 
from  the organisation. At the same time, the Bank has defined the  desired 
competencies at various  levels in the organization as 'DNA anchors'  which 
communicate  to employees what the organisation expects from them. The  key 
elements of the 'Saath Aapka' proposition are: 

*  Opportunities  for personal growth and learning for employees,  as  they 
work towards the organisation's growth and success. 

* An enabling work culture that facilitates the achievement of aspirational 
goals. 

*  A  merit-oriented organisation, setting high performance  standards  and 
linking rewards to performance. 

*  Standing  by employees in their hour of need just as  employees  go  the 
extra mile for the organisation whenever there is a need for the same. 

*  A winning organisation that is conscious of its larger role  in  society 
and in nation building. 

During  the year, the integration of Bank of Rajasthan into the Bank was  a 
major  exercise which was successfully completed. The  integration  process 
focused  both on business as well as cultural integration. The  people  and 
cultural integration was achieved through well-planned communication of the 
Bank's values and culture. The Bank reached out to all employees of Bank of 
Rajasthan and addressed their expectations and concerns. This was  achieved 
through  communication  from  the top management of the  Bank,  open  house 
sessions  jointly conducted by senior managers from Bank of  Rajasthan  and 
ICICI Bank and one-on-one sessions wherever required. Further, to align the 
skill  sets of Bank of Rajasthan employees, special training programs  were 
designed and conducted by the Bank.

To further augment the Bank's efforts in providing best-in-class service to 
its   customers,  the Bank has ensured that more experienced  and  seasoned 
employees  are  placed in leadership roles at branches. The Bank  has  also 
ensured that the average banking experience and vintage of customer service 
staff  at  branches  are enhanced, despite an increase  in  the  number  of 
branches. The Bank also continued its efforts in training its branch  staff 
and other employees to increase their banking related knowledge. Through an 
innovative programme called Skill Through Drill, our branch staff have been 
trained in service skills required to deliver the Khayaal Aapka promise  to 
our customers. The Bank has also introduced an innovative programme  called 
the Service Assessor Programme wherein our staff is video-recorded live and 
feedback on service behaviors is given. This year the Bank also  introduced 
a  rigorous  evaluation  and certification process  for  all  employees  in 
customer  service  roles  to  ensure employees  engaged  in  servicing  the 
customers  have  thorough knowledge of banking regulations,  processes  and 
product features.

INFORMATION TECHNOLOGY

Our   information  technology  strategy  focuses  on  increasing   customer 
convenience,  reducing  customer complaints and increasing  turnaround  and 
resolution  timeframes. During the year, we enhanced customer offerings  on 
self-service  channels,  such  as value added services  through  ATMs,  new 
mobile  application  for smart phones and a comprehensive  online  personal 
finance tool 'Money Manager'. We have also created facilities for customers 
to  buy investment products, gold and foreign exchange through  our  online 
channel.  Pursuant to the merger of the Bank of Rajasthan, we also  enabled 
seamless  transactions  for the customers of Bank of Rajasthan in  a  short 
timeframe  and  combined  the  ATM  and  branch  networks  and   technology 
infrastructure.  To  enable better customer service, our branch  staff  has 
been   equipped   with  a  comprehensive  and  single  view   of   customer 
relationships. We have also enhanced our Interactive Voice Response  system 
at our call centres to support regional Indian languages. 

In fiscal 2011, we retained focus on information security and deployed  new 
systems   for  robust  authentication  and  fraud  detection  for   on-line 
customers.  A  comprehensive  network access control  solution  to  prevent 
unauthorised  entry  into  our  networks  was  also  implemented.  We  also 
continued to improve existing processes and capabilities. The monitoring of 
electronic  devices at our branches was also centralised to  enable  better 
productivity and faster resolution times. We also built a state-of-the-art, 
high  density, high availability data centre that is designed  to  flexibly 
handle  different  types  of  equipment. It  has  also  been  designed  for 
scalability to handle our future requirements. Simultaneously, we have also 
implemented  next  generation  system management tools which  allow  us  to 
proactively monitor critical data centre and system parameters. 

KEY SUBSIDIaRIES

ICICI Prudential Life Insurance Company (ICICI Life): 

ICICI  Life maintained its market leadership in the private sector with  an 
overall market share of 7.3% based on retail new business weighted received 
premium  in  fiscal  2011.  Effective  September  1,  2010,  the  Insurance 
Regulatory  and  Development  Authority specified changes such  as  cap  on 
surrender  charges,  charges applicable from the sixth year of  policy,  an 
increase  in  minimum  premium  paying term  and  introduction  of  minimum 
guaranteed  returns  on  pension  products.  ICICI  Life's  total   premium 
increased  by 8.2% to Rs. 178.81 billion in fiscal 2011. ICICI  Life's  new 
business  annualised  premium equivalent was Rs. 39.75  billion  in  fiscal 
2011. ICICI Life achieved a profit after tax of Rs. 8.08 billion in  fiscal 
2011.  The  expense  ratio, defined as the  ratio  of  expenses  (excluding 
commission and front line sales cost) to total premium, has decreased  from 
19.5%  in fiscal 2010 to 17.3% in fiscal 2011.  ICICI Life's unaudited  New 
Business Profit in fiscal 2011 was Rs. 7.13 billion. 

ICICI Lombard General Insurance Company (ICICI General)

ICICI  General  maintained  its leadership in the private  sector  with  an 
overall market share of 9.6% in fiscal 2011. ICICI General's gross  written 
premium  grew by 28.5% from Rs. 34.31 billion in fiscal 2010 to  Rs.  44.08 
billion  during  fiscal 2011. As per Insurance Regulatory  and  Development 
Authority's  order  dated March 12, 2011, all general  insurance  companies 
were  required  to  provide for losses on the third  party  motor  pool,  a 
multilateral   reinsurance  arrangement  covering  third  party   risk   of 
commercial  vehicles,  at a provisional rate of 153% over  fiscal  2008  to 
fiscal  2011 compared to the earlier loss rate of 122%-127%. The impact  of 
the same on ICICI General was Rs. 2.72 billion. As a result of the negative 
impact  on this account, ICICI General recorded a loss of Rs. 0.80  billion 
in fiscal 2011. 

ICICI Prudential Asset Management Company (ICICI AMC)

ICICI  AMC is the third largest asset management company in India  with  an 
average  AUM  of Rs. 734.66 billion for the quarter ended March  31,  2011. 
ICICI AMC achieved a profit after tax of Rs. 0.72 billion in fiscal 2011. 

ICICI Venture Funds Management Company Limited (ICICI Venture)

ICICI   Venture  maintained  its  leadership  position  as   a   specialist 
alternative assets manager based in India. ICICI Venture achieved a  profit 
after tax of Rs. 0.72 billion in fiscal 2011.  

ICICI Securities Limited and ICICI Securities Primary Dealership Limited

ICICI Securities achieved a profit after tax of Rs. 1.13 billion in  fiscal 
2011.  ICICI Securities Primary Dealership achieved a profit after  tax  of 
Rs. 0.53 billion in fiscal 2011.

ICICI Bank UK PLC (ICICI Bank UK)

ICICI  Bank  UK is a full service bank that offers  retail,  corporate  and 
investment  banking and private banking services in the United Kingdom  and 
Europe.  During  the year, ICICI Bank UK focused on  liquidity  management, 
enhancing   profitability  and  risk  containment  through  balance   sheet 
consolidation.  ICICI  Bank UK's profit after tax for fiscal 2011  was  USD 
36.6 million. At March 31, 2011, ICICI Bank UK had total assests of USD 6.4 
billion.  ICICI  Bank UK's capital position continued to be strong  with  a 
capital adequacy ratio of 23.1% at March 31, 2011.

ICICI Bank Canada

ICICI Bank Canada is a full-service direct bank that offers a wide range of 
financial   solutions   to  cater  to  personal,   commercial,   corporate, 
investment,  treasury  and trade requirements. ICICI Bank  Canada's  profit 
after  tax for fiscal 2011 was CAD 32.4 million. At March 31,  2011,  ICICI 
Bank  Canada had total assets of CAD 4.5 billion. ICICI Bank Canada  had  a 
capital adequacy ratio of 26.3% at March 31, 2011.

KEY RISKS 

We  have included statements in this annual report which contain  words  or 
phrases  such  as will', expected to', etc., and similar  expressions  or 
variations   of   such   expressions,   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 that we operate 
or  where  a  material  number of our  customers  reside,  our  ability  to 
successfully implement our strategy, including our use of the Internet  and 
other  technology,  our  rural expansion, our  exploration  of  merger  and 
acquisition  opportunities  both in and outside of India,  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 we face following our rapid international growth, future  levels 
of  impaired  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 we are or become 
a  party to, the future impact of new accounting standards, our ability  to 
implement our dividend policy, the impact of changes in banking regulations 
and  other regulatory changes in India and other jurisdictions on  us,  the 
state of the global financial system and other systemic risks, the bond and 
loan  market conditions and availability of liquidity amongst the  investor 
community in these markets, the nature of credit spreads, 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.

CREDIT RATINGS 

ICICI Bank's credit ratings by various credit rating agencies at March  31, 
2011 are given below:

Agency	                                                Rating

Moody's Investor Service (Moody's)	                Baa2(1)
Standard & Poor's (S&P)	                                BBB-(1)
Credit Analysis & Research Limited (CARE)	        CARE AAA
Investment Information and Credit Rating Agency (ICRA)	LAAA
CRISIL Limited	                                        AAA
Japan Credit Rating Agency (JCRA)	                BBB+(1)

1. Senior foreign currency debt ratings.	

PUBLIC RECOGNITION

The Bank received several awards during fiscal 2011 in India and abroad.

* 'Most Trusted Brand' among private sector banks in 2010 by Economic Times 
-  Brand  Equity Most Trusted Brands and ranked 7th in the list of  Top  50 
service brands 

*  Ranked  2nd  in the  'Most Respected Company Awards 2011'  in  financial 
services sector by  Business World 

*  Ranked 1st in the 'Banking and Finance category 'and 9th overall in  the 
'2010 Best Companies To Work For' by Business Today 

*  'Best  Financial Inclusion Initiative' and runner up  for  'Best  Online 
Bank'  ,'Best  Use Of Business Intelligence', and 'Technology Bank  Of  The 
Year' in the Banking Technology Awards 2010 by Indian Banks Association

*  Special Citation for the Fully Electronic Branch Service Channel at  the 
Financial  Insights  Innovation  Awards  held  in  conjunction  with  Asian 
Financial Services Congress

* 'Most Tech-friendly Bank Award' by Business World 

*  Ranked  70th  in the Brandirectory league tables of  the  'World's  most 
valuable brands' by The BrandFinance(r) Banking 500

*  'Excellence  in  Remittance Business' (Worldwide),  'Excellence  in  NRI 
Services' (Worldwide) and 'Excellence in Private Banking Business'(APAC) by 
World Finance 

*  'Best  Trade Finance Bank' and 'Best Foreign Exchange Bank'  (India)  by 
Finance Asia Country Awards for Achievement 

* 'Best Trade Finance Bank' (India), by Asset Triple A 

* 'Best Trade Finance Bank' (South Asia) by Global Trade Review 

* 'Best Banking Security System' by Asian Banker

Promoting Inclusive Growth

1. Background

For over five decades, the ICICI Group has partnered India in its  economic 
growth and development. Promoting inclusive growth has been a priority area 
for  the  Group from both a social and business perspective. We  strive  to 
make  a  difference to our customers, to the society and  to  the  nation's 
development directly through our products and services, as well as  through 
our development initiatives and community outreach.


2. ICICI Foundation for Inclusive Growth 

ICICI Foundation for Inclusive Growth (ICICI Foundation) was founded by the 
ICICI  Group  in early 2008 to carry forward and build upon its  legacy  of 
promoting   inclusive  growth.  ICICI  Foundation  works  with   government 
authorities   and   specialised   grassroots   organisations   to   support 
developmental work in identified focus areas. It is committed to  investing 
in  long-term  efforts  to  support  inclusive  growth  through   effective 
interventions.  The  objective  of the Foundation  is  articulated  in  its 
Mission Statement:

'To  empower the poor to participate in and benefit from the Indian  growth 
process  through  integrated  action  in  the  fields  of  primary  health, 
elementary education, financial inclusion and sustainable livelihood.  This 
will  be  achieved  through active collaboration with  the  government  and 
independent organisations.' 

Areas of focus:  

a)  Primary  health:  ICICI Foundation works to  strengthen  public  health 
delivery  systems  to  improve the health of mothers and  children  in  the 
poorest  communities  across  India  in the  states  of  Bihar,  Jharkhand, 
Chattisgarh,  Odisha  and Maharashtra. It strives to develop  solutions  to 
enable the government health systems to become more effective. Some of  the 
key interventions in the field of primary health are:

i. District Health Action Plans: In Bihar, ICICI Foundation has worked with 
Public  Health  Resource Network and the National Health  Systems  Resource 
Centre  to  support  preparation of District Health Action  Plans  for  the 
entire  state  for the third consecutive year. These  plans  enable  proper 
assessment  of the healthcare required and the available resources so  that 
the  central government funding can be allocated on an informed  basis  and 
focussed actions can be undertaken. 

ii. Nutrition Security Programme: This initiative aims to improve nutrition 
of  children  aged  between six months and three  years  by  enlisting  and 
training the Mitanin (community health workers) to change dietary practices 
and  attitudes  in  communities.  The  programme  has  been  undertaken  in 
partnership with the Chhattisgarh State Health Resource Centre in 23 blocks 
across  11  districts  in  Chhattisgarh. 9,000  Mitanins  were  trained  in 
nutrition  related  issues.  The  intervention  has  resulted  in  improved 
enrolments  in the anganwadis for accessing healthcare and increase in  the 
distribution of food supplements. The household feeding practices have also 
improved  through  addition of locally available nurtritious  food  to  the 
diet.  

iii.  Maternal  Nutrition  Project: ICICI Foundation  supports  the  Mumbai 
Maternal  Nutrition  Project, a randomised controlled trial on  mother  and 
child  health.  The project is designed to empower women  to  independently 
improve  their,  as  well  as,  their  children's  nutrition.  The  project 
succeeded  in achieving its target of enrolling more than a 1,000  pregnant 
women  and  documenting nearly 700 births. The study tests  the  impact  of 
enhancing micronutrient quality in women's diets from before conception  to 
delivery,  by examining women's health, foetal growth and their  children's 
development.  

iv.  State Village Health Committee and Sahiyya Resource Centre: Under  the 
National  Rural Health Mission (NRHM), Sahiyyas (community health  workers) 
play a key role in linking their communities with public health systems and 
act  as  agents  for community mobilisation. The  Jharkhand  State  Village 
Health  Committee  and  Sahiyya  Resource Centre  was  created  through  an 
innovative  partnership  with  the  Jharkhand  state  government,   central 
government institutions and civil society organisations. It facilitates the 
implementation of the Sahiyya and Village Health Committee programmes under 
the NRHM. The centre has till date trained nearly 41,000 Sahiyyas.

v.  Outpatient  Health Care Project: ICICI Foundation  is  partnering  with 
ICICI Lombard General Insurance Company to design, part fund and  implement 
the delivery of India's first outpatient healthcare product for low  income 
households. The project will offer outpatient insurance and will complement 
the  Government of India's national health insurance scheme  for  inpatient 
care,  the  Rashtriya  Swasthya Bima Yojana (RSBY).  To  begin  with,  this 
insurance product will be offered through a pilot project in Puri  district 
in Odisha and one district in Gujarat. 

b)  Elementary  education:  In the field  of  elementary  education,  ICICI 
Foundation   seeks   to  improve  the  quality  of  public   education   by 
strengthening  the state and district-level institutional bodies.  Some  of 
the key projects undertaken are:

i.  Quality  Education  Programme: The Quality  Education  Programme  is  a 
collaborative  initiative  of  ICICI Foundation and  its  partner  resource 
organisations  - Digantar, Jaipur and Vidya Bhawan Society, Udaipur -  that 
supports government efforts to improve the quality of elementary  education 
in Rajasthan's Baran district. The major objectives of the project were  to 
strengthen Baran's District Institute of Educational Training (DIET),  work 
with  the  Sarva  Shiksha Abhyan (SSA) team to  provide  adequate  academic 
support  in the district and support selected cluster resource  centres  to 
develop model schools. This initiative targeted 125 master trainers,  4,000 
teachers  from  the  1,498 government schools  and  144,971  students.  The 
programme  has helped in improvement in the quality of in-service  training 
and  classroom teaching practices. The teacher and student  attendance  has 
also improved in the schools that were part of the project.

ii. Consultative meeting to improve quality of education: ICICI  Foundation 
organised a consultative meeting to share its work, emerging strategies and 
long-term  plans  with various stakeholders at India  Habitat  Centre,  New 
Delhi.  The meeting was attended by the Foundation's long-standing  partner 
organisations,  representatives  of the Central Government  and  the  State 
Governments  with  whom  the Foundation works or has  plans  to  work,  and 
independent  experts and resource persons. The deliberations  helped  ICICI 
Foundation in formulating its proposed state-wide interventions for quality 
improvement in school education in Rajasthan and Odisha.

iii. State-wide programme for improvements in schools education and teacher 
training: In Odisha, ICICI Foundation in partnership with the Government of 
Odisha, plans to launch a programme to improve the practices of  in-service 
(current  teachers) and pre-service (trainee teachers) teacher training  in 
the  state. The programme will build the professional capacity of  teachers 
and  educators,  as  well as strengthen  the  state's  teacher  performance 
management  mechanism. ICICI Foundation will work with the state  education 
functionaries  to facilitate reforms in line with 2005 National  Curriculum 
Framework,  including  updating  curricula,  developing  teacher   training 
material and designing research and academic support material. The scope of 
this  programme  will cover the training of 300 master  trainers  who  will 
train  4,500  teacher trainers who in turn will  train  100,000  in-service 
teachers and 10,000 pre-service teachers.

In  Rajasthan,  based on the success of its  Quality  Education  Programme, 
ICICI  Foundation has been invited by the Government of Rajasthan  to  work 
with  the  State Institute of Education Research and Training  (SIERT),  to 
revamp the state's teacher training curriculum. The proposed project  seeks 
to  revise the pre-service teacher training curriculum, build  professional 
capacity  of  teacher educators, including the SIERT and DIET  faculty  and 
strengthen  and  improve  co-ordination  amongst  the  multi-tier  academic 
support  structure.  The  programme will also develop  one  block  (in  one 
intervention  district) as an e-learning hub for  supplementing  in-service 
teachers' training and work on development of all schools in two blocks  in 
two  districts  so that the schools can become compliant with the Right  to 
Education  Act.  The overall goal is to train 500 master  trainers,  80-100 
nodal  head masters, 20,000 student teachers, 250 key resource persons  and 
210,000  in-service  teachers, which will impact about 8  million  students 
across the state.    

c)  Access to finance: ICICI Foundation facilitates financial inclusion  by 
supporting the development of new models for delivering financial  services 
viz. credit, savings, remittance and insurance to low-income households. In 
addition  to  the  ICICI  Group's direct work  in  the  area  of  financial 
inclusion, ICICI Foundation partners with ICICI Group companies to  provide 
greater access to, and create awareness of finance in communities where  it 
has established health and education programmes.  

d) Sustainable livelihoods: ICICI Foundation has broadened the scope of its 
work to include sustainable livelihoods in order to address the urgent need 
for  adequate training for rural youth. Skill development training for  the 
youth,  particularly those below the poverty line, is required in order  to 
make them employable or equip them to become entrepreneurs. The  Foundation 
has  taken up the mandate to strengthen two Rural Self-Employment  Training 
Institutes  (RSETIs) in Udaipur and Jodhpur engaged in  providing  training 
for skill development. The Foundation will focus on providing training that 
is culturally relevant and locally in demand, and where the input costs are 
low  whereas the returns are relatively high and self-sustaining.  It  will 
also  facilitate supply chain, credit and marketing linkages, impart  basic 
financial training and provide placement support. 

3. Serving communities in partnership with civil society

Besides  grassroot  level interventions undertaken by ICICI  Foundation  as 
mentioned  above,  the ICICI Group companies also undertake  certain  other 
projects  for  the benefit of society, alongwith  ICICI  Foundation.  These 
include:

a)  Read  to Lead - Phase II: In Phase II of the Read  to  Lead  programme, 
ICICI Bank has supported the establishment of 63 libraries that will  reach 
out  to  approximately 7,200 children in the rural areas of  the  Jagdalpur 
block  of Bastar district in Chhattisgarh. The programme includes  building 
libraries, sourcing books and conducting various interactive activities  to 
make the library a dynamic centre for learning. 

b)  ICICI Fellows: The ICICI Fellows programme, launched in November  2009, 
aims to create a cadre of socially responsible leaders for India. The  two-
year programme includes experiential learning in rural or semi-urban India, 
as   well  as  management  training  and  leadership  development   through 
personalised coaching and mentorship. The first batch joined in August 2010 
and  are currently gaining first hand experience through working  with  the 
partner NGOs.  

c) Healthy Lokshakti: Through this initiative, ICICI Lombard works  towards 
improving  the  health of mothers and children (0-1 year)  in  Trimbak  and 
Peint  tribal  blocks  of  Maharashtra,  in  partnership  with   government 
healthcare  systems. In order to reduce neo-natal and child  mortality,  it 
works  to ensure that women receive good healthcare during and after  their 
pregnancy and medical assistance during delivery. 

d)  Muktangan Education Initiative: ICICI Securities supports  the  Mumbai-
based NGO Doorstep School which enriches the schooling experience of  1,265 
socio-economically  disadvantaged  children  and  supports  enrollment  and 
sustenance  through  activities  such as reading  promotion,  study  class, 
mental health support and extracurricular activities. ICICI Securities also 
continues  to  support the Muktangan Education  Initiative,  a  partnership 
between  the  Paragon  Charitable Trust and the  Municipal  Corporation  of 
Greater  Mumbai.  Muktangan seeks to  provide  affordable,  community-based 
inclusive education to underprivileged children.

e)  Payroll  giving:  Since  2003,  ICICI  Bank  has  facilitated  employee 
donations  to  social causes through GiveIndia. Close  to  6,000  employees 
participate in the payroll-giving programme.  

f) Employee volunteering: The 'Changemakers' programme enables employees to 
contribute  their time and talent for social change. 'ChangeMakers' at  one 
of the teams of ICICI Bank delivered employability and life-skills sessions 
to underprivileged youth enrolled in vocational training at Kherwadi Social 
Welfare  Association, an NGO.    g) Blood donation: In order to reduce  the 
blood  shortage in India, ICICI Foundation organised a blood donation  camp 
at  ICICI  Bank  Towers in Mumbai together  with  State  Blood  Transfusion 
Council  (SBTC),  the autonomous regulatory authority for  blood  banks  in 
Maharashtra  set  up  under the Ministry of Health. The  camp  received  an 
overwhelming  response  from the employees and the blood  donated  went  to 
SBTC's  premiere  blood bank, Mahanagar Rakthpedhi (MR). MR  provides  safe 
blood and its components at the least expensive price in Mumbai. This makes 
blood  more accessible to people from all socio-economic  backgrounds.   MR 
also regularly provides blood for free to 150 children with thalesemia  and 
sickle  cell  disease.  SBTC  issues every a donor  card  that  makes  them 
eligible for one free unit of blood in the state within the next two years. 
The  blood  donation drive will now be extended across all offices  of  the 
ICICI Group in India.

h) Speak for Smiles: Together with Toofles Foundation and CNBC-TV18,  Speak 
for  Smiles,  an  initiative where young students  get  an  opportunity  to 
interact  with  business  leaders  and learn  from  their  experiences  was 
launched.  The events are aired on CNBC-TV18 and the proceeds generated  by 
way of contribution from ICICI Foundation are donated to an NGO,  nominated 
by the leaders. 

4. Improving access to financial services

ICICI  Bank  has partnered with Unique Identification  Authority  of  India 
(UIDAI) for a pilot in Hazaribagh, Jharkhand. Under this pilot,  enrollment 
and opening of Aadhar enabled bank accounts was undertaken and the  testing 
of  transactions  has  been successfully completed. ICICI  Bank  and  ICICI 
Foundation  participated  in RBI's outreach programme at  Doba  village  in 
Jharkhand's  Lohardagga  district. The outreach programme sought  to  raise 
awareness about financial inclusion and banking opportunities available  to 
people  in  rural  areas. ICICI Bank has formulated  a  financial  literacy 
programme  that  educates  customers on the basics  of  finance.  The  Bank 
conducted  finance-themed  street plays in Jharkhand and  will  extend  the 
programme to other parts of the country. ICICI Bank has also been chosen by 
the  Bill  and Melinda Gates Foundation as one of  the  five  international 
banks  for  their  'Gateway Financial Innovation for  Savings'  project  to 
promote useful savings behaviour by poor.

ICICI  Prudential  Life  Insurance Company  (ICICI  Life)  provides  micro-
insurance  to  India's  low-income  population, as a  part  of  a  socially 
responsible business model. Its micro insurance product for people in rural 
areas, Sarv Jana Suraksha, provides insurance for a minimal premium of only 
Rs.  50  per annum. ICICI Life has successfully piloted a  unique  poverty-
alleviation  project in collaboration with the Micro  Insurance  Innovation 
Facility of the International Labour Organization. The project reaches  out 
to  the  tea workers in Assam. ICICI Prudential Life has also  set  up  and 
nurtured  a  Community  Video Unit, JAWA at Dimakusi in  Assam  with  Video 
Volunteer, an NGO. The unit produced videos, conducted several  screenings, 
campaigns  and street plays, which educated 2,000 households on  preventive 
measures against malaria, educated 45,000 workers on financial savings  and 
trained  45 tea workers on financial literacy who then conducted  ten  mass 
awareness campaigns covering 10,000 workers.  

ICICI Lombard General Insurance Company (ICICI General) has partnered  with 
several central and state government ministries/agencies to offer insurance 
coverage  under  various  schemes of the government.  Under  the  Rashtriya 
Swasthya Bima Yojana (RSBY), below poverty line workers in the  unorganized 
sector  in Uttar Pradesh, Bihar, Odisha, Gujarat, Maharashtra, Haryana  and 
Punjab have been covered for health insurance. Biometric smart cards issued 
to   each  family  capture  biometric  details  of  the  family   and   the 
beneficiaries  can  check the balance sum insured, family  details,  policy 
details  and coverage at any time during the policy period.  ICICI  General 
has  also provided a unique health insurance product for weavers and  their 
families. Over 1.6 million families have been covered through this scheme. 

A special policy to provide health insurance to women involved in  silkworm 
cultivation  and their families is also operational. ICICI General is  also 
working  with  a  number of financial  intermediaries  to  deliver  weather 
insurance solutions for farmers through Weather Based Crop Insurance Scheme 
(WBCIS). Till date, ICICI General has insured close to 2.8 million hectares 
of land and 28 crop varieties through the WBCIS product.

5. Clean technology initiatives

ICICI  Bank's  Technology  Finance  Group  (TFG)  implements   multilateral 
programmes  on  behalf  of  the  Government  of  India  in  the  areas   of 
collaborative research and development, energy, environment and healthcare. 
TFG's initiatives include efforts to attract and channel private  financing 
into  cleaner  technologies,  to  create  public-private  partnerships   to 
mitigate greenhouse gas emissions through energy efficiency and to  promote 
sustainable development.  

TFG assisted the introduction of environmental management codes (ISO 14000) 
in India. It supported clean coal concepts like coal washeries and coal bed 
methane  for the first time in India. TFG supported the development of  the 
first electric passenger car in India, currently being exported to  several 
countries.  It also supported the introduction of municipal shared  savings 
concept  through the energy service company (ESCO) route, which  help  save 
expenditure  for  street lighting and water  pumping.  Another  significant 
initiative was the introduction of green ratings for buildings (which helps 
save   energy,   water  and  emissions)  through   the   establishment   of 
Confederation of Indian Industry's Green Business Centre. 

In fiscal 2011, TFG in collaboration with leading institutes, has  assisted 
various  projects  in the areas of solar energy, nuclear  energy  and  drug 
discovery. This includes assistance to The Energy Resource Institute (TERI) 
for  its project to build capacities of select laboratories  for  promoting 
sustainable  development  in energy efficiency. The laboratories  would  be 
equipped   with  capabilities  for  developing  biomass   energy   systems, 
decentralised  electricity solutions, waste material  characterisation  and 
solar  power systems. The laboratories will also promote energy  efficiency 
in  the  industry through various means including  certification  of  solar 
lighting products. 

Management's Discussion & Analysis

BUSINESS ENVIRONMENT

The  Bank's financial condition, loan portfolio and results  of  operations 
have  been and are in the future expected to be influenced by economic  and 
financial  conditions in India as well as globally, developments  affecting 
the  business activities of our corporate customers including  increase  in 
international commodity prices and regulatory developments in the financial 
sector. 

During  fiscal 2011, the recovery in economic activity witnessed in  fiscal 
2010  was sustained. Gross Domestic Product (GDP) increased by 8.6%  during 
the  first nine months of fiscal 2011, compared to a growth of 7.4% in  the 
corresponding period of fiscal 2010. In addition, growth was fairly  broad-
based across the agriculture, industry and services sectors. Growth in  the 
agriculture sector recovered to 5.7% during the first nine months of fiscal 
2011  compared  to  0.2% in the corresponding period of  fiscal  2010.  The 
services sector continued to grow at over 9.0% during the year.  Industrial 
growth remained strong during the first half of fiscal 2011 with the  Index 
of  Industrial Production (IIP) recording an average growth of over  10.0%. 
However, there was some moderation during the subsequent months, partly due 
to  an  adverse  base effect. During April 2010  to  February  2011,  total 
exports  increased  by  31.4%  on a year-on-year  basis.  In  view  of  the 
continued   momentum   in  economic  activity,  the   Central   Statistical 
Organisation has estimated GDP to grow by 8.6% in fiscal 2011 compared to a 
growth of 8.0% in fiscal 2010. 

Inflationary  pressures continued to persist through fiscal 2011,  with  an 
increase  in  the  latter  part  of the fiscal  year  due  to  higher  than 
anticipated  rise  in  food  and oil prices.  Inflation,  measured  by  the 
Wholesale Price Index (WPI), after declining from a high of 11.0% in  April 
2010 to about 8.1% in November 2010 continued to remain at elevated  levels 
of  about  8.0%  for the remaining part of the  fiscal  year.  Inflationary 
pressures, though largely emanating from food and fuel prices, became broad 
based  as manufactured products inflation showed an increase from  February 
2011.  In  view  of the above, Reserve Bank of India  (RBI)  continued  its 
policy tightening and liquidity management stance. During fiscal 2011,  the 
cash  reserve  ratio (CRR) was increased by 25 basis points from  5.75%  to 
6.00%,  the  repo  rate by 175 basis points from 5.00% to  6.75%,  and  the 
reverse  repo rate by 225 basis points from 3.50% to 5.75%. In  its  annual 
policy statement for fiscal 2012, RBI further increased the repo rate by 50 
basis points to 7.25% and set the reverse repo rate at 1.0% below the  repo 
rate.  In addition, during certain periods, liquidity was also impacted  by 
events  such as the auction of telecom spectrum and lower than  anticipated 
government spending. Liquidity in the system continued to remain in deficit 
for  a  large part of fiscal 2011, particularly in the second half  of  the 
fiscal  year.  Banks remained net borrowers from RBI  under  the  Liquidity 
Adjustment  Facility  (LAF)  with average borrowings of  about  Rs.  640.00 
billion  on  a  daily basis between June 1, 2010 and March  31,  2011.  The 
yields on 10 year government securities increased by about 17 basis  points 
to  7.99% at March 31, 2011 as compared to 7.82% at March 31, 2010.  During 
the  latter  part of fiscal 2011, RBI initiated several  measures  to  ease 
systemic liquidity including decreasing the Statutory Liquidity Ratio (SLR) 
by  100  basis  points  from 25.0% to 24.0%  in  December  2010,  providing 
additional  liquidity support under the LAF window, operation of  a  second 
LAF on a daily basis, and open market operations for purchase of government 
securities. 

In  response  to  tight systemic liquidity and  the  rising  interest  rate 
environment,  scheduled commercial banks increased their deposit rates  for 
various  maturities by 75-250 basis points between April 2010  and  January 
2011.  The impact of rising cost of funds for banks was also  reflected  in 
lending rates with banks increasing their base rates by 95-165 basis points 
during  the  year. Banking system credit growth,  after  remaining  subdued 
during  fiscal 2010 recovered in fiscal 2011, following the improvement  in 
economic activity. Non-food credit growth was 21.2% at March 25, 2011 on  a 
year-on-year  basis, compared to 17.1% at March 26, 2010. Based on  sector-
wise data, growth in non-food credit on a year-on-year basis till  February 
25,  2011  was  22.8%,  which was largely driven by  growth  in  credit  to 
industry  at  26.5% and to the services sector at 24.2%.  Within  industry, 
loans  to  the infrastructure sector increased by 39.7% led  by  power  and 
telecommunications. During the year, there was also some recovery in growth 
in  the  personal loans segment with a year-on-year increase  of  16.2%  at 
February  25,  2011. However, deposit growth lagged credit  growth  in  the 
system  with total deposits increasing by 15.8% on a year-on-year basis  at 
March  25, 2011 compared to 17.2% at March 26, 2010. The slower  growth  in 
deposits was largely due to the decline in demand deposits by 1% on a year-
on-year  basis at March 25, 2011 as compared to a growth of 23.4% at  March 
26, 2010.

Equity markets, while appreciating during fiscal 2011, continued to  remain 
volatile  as  various events such as increased inflationary  concerns,  the 
European sovereign debt crisis and political events in the Middle East  and 
North  Africa  impacted  investor  sentiments. On  an  overall  basis,  the 
benchmark  equity index, the BSE Sensex, increased by 10.9% from 17,528  at 
March  31,  2010  to  19,445  at  March  31,  2011.  Foreign  institutional 
investment flows into India continued to remain strong during the first ten 
months  of the year before declining significantly during the last  quarter 
of   fiscal  2011.  In  addition,  continued  revival  in  external   trade 
contributed  to  a  surplus  of US$ 11.0  billion  in  India's  balance  of  
payments  during the nine months of fiscal 2011. The rupee  appreciated  by 
1.1%  against the US dollar from Rs. 45.14 per US dollar at March 31,  2010 
to Rs. 44.65 per US dollar at March 31, 2011.

Tight liquidity and the rising interest rate environment combined with  the 
impact  of regulatory changes, led to lower mobilisation under savings  and 
investment   products  during  fiscal  2011.  First  year  retail   premium 
underwritten  in the life insurance sector decreased by 8.5%  (on  weighted 
received  premium  basis)  to Rs. 503.68 billion in fiscal  2011  from  Rs. 
550.24  billion  in  fiscal 2010. The average assets  under  management  of 
mutual  funds decreased by 6.3% from Rs. 7,475.25 billion in March 2010  to 
Rs. 7,005.38 billion in March 2011. However, gross premium of the  non-life 
insurance  sector  (excluding specialised insurance institutions)  grew  by 
21.7% to Rs. 425.69 billion in fiscal 2011.

There were a number of key regulatory developments in the Indian  financial 
sector during fiscal 2011:

*  In December 2010, RBI imposed a regulatory ceiling on the  loan-to-value 
ratio  in  respect of housing loans at 80%. However, small value  loans  of 
less than Rs. 2.0 million were permitted to have a loan to value ratio  not 
exceeding  90%. Further, the risk weight for residential loans of  Rs.  7.5 
million and above was set at 125% irrespective of the loan to value  ratio, 
as  against  the earlier mandated 100% for a loan to value ratio  of  above 
75%. With respect to loans outstanding under special housing loan  products 
with lower interest rates in initial years, the standard asset provisioning 
was increased from 0.4% to 2.0%.

* In February 2011, RBI issued guidelines declassifying loans sanctioned to 
non-banking  finance  companies (NBFCs) for on-lending to  individuals  and 
entities  against  gold  jewellery  as  direct  agriculture  lending  under 
priority  sector  requirements.  Similarly, investments made  by  banks  in 
securitised  assets originated by NBFCs, where the underlying  assets  were 
loans against gold jewellery and purchase/assignment of gold loan portfolio 
from  NBFCs were also made ineligible for classification under  agriculture 
sector lending.

*  RBI  advised  banks to henceforth not issue Tier-1  and  Tier-2  capital 
instruments with step-up options so that these instruments remain  eligible 
for  inclusion in the new definition of regulatory capital under the  Basel 
III framework.

*  In  the Union Budget for fiscal 2012, the government  enhanced  priority 
sector  eligibility ceiling for housing loans for dwelling units  from  Rs. 
2.0 million to Rs. 2.5 million.

*  In  May 2010, RBI permitted infrastructure NBFCs to  avail  of  external 
commercial borrowings for on-lending to the infrastructure sector. Further, 
in  July  2010,  guidelines  were  issued  to  permit  take-out   financing 
arrangement through the external commercial borrowing route for refinancing 
of  rupee loans availed for financing infrastructure projects  particularly 
in  the areas of seaports, airports, roads and power. In the  Union  Budget 
for  fiscal  2012,  the  limit  for  investment  by  Foreign  Institutional 
Investors  (FIIs)  in corporate bonds with residual maturity of  over  five 
years  issued by companies in infrastructure sector, was raised by  US$  20 
billion, taking the limit to US$ 25 billion. Further, it was also  proposed 
to  create  special vehicles in the form of  notified  infrastructure  debt 
funds  with  lower  withholding  tax on their  interest  payments  and  tax 
exemptions on their incomes. 

*  In August 2010, the RBI issued a discussion paper on entry of new  banks 
in  the  private sector. In January 2011, RBI also  released  a  discussion 
paper on the presence of foreign banks in India.

*  In June 2010, the Insurance Regulatory and Development Authority  (IRDA) 
introduced  revisions  to the regulations governing unit  linked  insurance 
products  such as increase in the lock-in period from three years  to  five 
years,  increase  in minimum mortality cover, cap on  surrender  and  other 
charges and minimum guaranteed return on pension annuity products.

* In March 2011, IRDA conducted an audit of the third party motor insurance 
pool   and  concluded  that  the  pool  reserves  needed  to  be   enhanced 
significantly.  Accordingly,  IRDA stipulated that  all  general  insurance 
companies should increase these reserves based on a provisional loss  ratio 
of 153% for the pool for all years commencing from the year ended March 31, 
2008,  with the final loss ratio to be determined through a further  review 
in fiscal 2012. 

Introduction of Base Rate system

Historically, interest rates on loans extended by banks were linked to  the 
prime  lending rate (PLR) of each bank. With effect from July 1, 2010,  RBI 
implemented  a  new  base rate mechanism, requiring each bank  to  set  and 
publicly  disclose  its minimum rate or 'Base Rate' for all new  loans  and 
advances  and  renewal of existing facilities, subject to  certain  limited 
exceptions. While existing loans based on the Benchmark Prime Lending  Rate 
(BPLR) system would continue  to be linked to BPLR till their maturity, the 
existing borrowers have an option to migrate to the Base Rate system before 
the  expiry of existing contracts on mutually agreed terms. Except  certain 
categories  of  loans as specified by RBI, banks are not  allowed  to  lend 
below  the  Base Rate. Under the regulation, banks must review  their  base 
rates at least once every quarter.

The Asset Liability Management Committee (ALCO) of the Bank at its  meeting 
on  June  30, 2010, set the Base Rate of ICICI Bank,  called  'I-Base',  at 
7.50% p.a. with effect from July 1, 2010. I-Base was increased by 175 basis 
points,  in  four phases, the last such increase being to 9.25%  p.a.  with 
effect from May 7, 2011.

Change in Methodology for Computing Interest Payable on Savings Deposits 

RBI  had prescribed an interest rate of 3.50% on savings deposits and  upto 
March  31,  2010 banks were required to pay this interest  on  the  minimum 
outstanding balance in a savings deposit account between the tenth day  and 
the end of the month. Effective April 1, 2010, RBI changed the  methodology 
of  computation  of  the interest payable and banks were  required  to  pay 
interest  on  the  daily average balance maintained in  a  savings  deposit 
account. The change in methodology resulted in increase in cost of  savings 
account deposits for banks. RBI has increased the interest rate on  savings 
account deposits to 4.00% with effect from May 3, 2011.

Amalgamation of The Bank of Rajasthan

On  May  23, 2010, the Board of Directors of ICICI Bank and  the  Board  of 
Directors  of  The Bank of Rajasthan Limited (Bank of  Rajasthan),  an  old 
private  sector  bank, at their respective meetings approved  an  all-stock 
amalgamation of Bank of Rajasthan with ICICI Bank at a share exchange ratio 
of  25  shares  of  ICICI Bank for 118 shares of  Bank  of  Rajasthan.  The 
shareholders  of  ICICI Bank and Bank of Rajasthan approved the  scheme  of 
amalgamation  at  their  respective extra-ordinary  general  meetings.  RBI 
approved  the scheme of amalgamation with effect from close of business  on 
August 12, 2010.

We have issued 31.3 million shares in August 2010 and 2.9 million shares in 
November  2010  to shareholders of Bank of Rajasthan. The total  assets  of 
Bank of Rajasthan represented 4.0% of total assets of ICICI Bank at  August 
12,  2010.  At August 12, 2010, Bank of Rajasthan had total assets  of  Rs. 
155.96 billion, deposits of Rs. 134.83 billion, loans of Rs. 65.28  billion 
and  investments  of  Rs. 70.96 billion. It incurred a  loss  of  Rs.  1.02 
billion in fiscal 2010. The results for fiscal 2011 include results of Bank 
of  Rajasthan  for the period from August 13, 2010 to March 31,  2011.  The 
assets  and  liabilities of Bank of Rajasthan have been  accounted  at  the 
values  at which they were appearing in the books of Bank of  Rajasthan  at 
August  12,  2010 and provisions were made for the difference  between  the 
book values appearing in the books of Bank of Rajasthan and the fair  value 
as determined by ICICI Bank.

The amalgamation was part of our strategy to expand our branch network with 
a view to growing our deposit base. We believe that the combination of Bank 
of Rajasthan's branch franchise with our strong capital base would  enhance 
the   ability  of  the  combined  entity  to  capitalise  on   the   growth 
opportunities in the Indian economy.

STANDALONE FINANCIALS AS PER INDIAN GAAP

Summary

During fiscal 2011, we focused on leveraging our rebalanced funding mix and 
strong  capital  position to grow our loan portfolio,  while  substantially 
reducing our provisions for loan losses to improve our profitability.

Our  profit after tax increased by 28.0% from Rs. 40.25 billion  in  fiscal 
2010 to Rs. 51.51 billion in fiscal 2011. The increase in profit after  tax 
was  mainly  due  to  a 47.9%  decrease  in  provisions  and  contingencies 
(excluding provisions for tax) from Rs. 43.87 billion in fiscal 2010 to Rs. 
22.87  billion  in  the  fiscal  2011.  The  decrease  in  provisions   and 
contingencies  (excluding  provisions  for  tax) was  primarily  due  to  a 
reduction  in provisions for retail non-performing loans, as  accretion  to 
retail  non-performing loans declined sharply in fiscal 2011. Net  interest 
income increased by 11.1% from 

Rs. 81.14 billion in fiscal 2010 to Rs. 90.17 billion in fiscal 2011.

The  decrease in provisions and contingencies and increase in net  interest 
income  was partly offset by an 11.1% decrease in non-interest income  from 
Rs.  74.78 billion in fiscal 2010 to Rs. 66.48 billion in fiscal 2011.  The 
decrease  in non-interest income was primarily due to a decrease in  income 
from  treasury-related activities by Rs. 13.96 billion from a gain  of  Rs. 
11.81 billion in fiscal 2010 to a loss of Rs. 2.15 billion in fiscal  2011. 
The higher income from treasury-related activities in fiscal 2010  included 
reversal of provision against credit derivatives due to softening of credit 
spreads  and   higher realised profit on government  securities  and  other 
fixed  income  positions.  Fee income increased by 13.6%  from   Rs.  56.50 
billion in fiscal 2010 to Rs. 64.19 billion in fiscal 2011.

In  fiscal  2011, non-interest expenses increased by 12.9% from  Rs.  58.60 
billion in fiscal 2010 to Rs. 66.17 billion in fiscal 2011 primarily due to 
an  increase  in  employee expenses partly offset by a  decrease  in  other 
administrative expenses.

Total assets increased by 11.8% from Rs. 3,634.00 billion at March 31, 2010 
to  Rs.  4,062.34 billion at March 31, 2011. Total  deposits  increased  by 
11.7%  from Rs. 2,020.17 billion at March 31, 2010 to Rs. 2,256.02  billion 
at March 31, 2011. Current and savings account (CASA) deposits increased by 
20.7% from Rs. 842.16 billion at March 31, 2010 to Rs. 1,016.47 billion  at 
March  31, 2011 while term deposits increased marginally from Rs.  1,178.01 
billion  at March 31, 2010 to Rs. 1,239.55 billion at March 31,  2011.  The 
ratio of CASA deposits to total deposits increased from 41.7% at March  31, 
2010 to 45.1% at March 31, 2011. Total advances increased by 19.4% from Rs. 
1,812.06  billion at March 31, 2010 to Rs. 2,163.66 billion at   March  31, 
2011  primarily  due to an increase in domestic corporate  loans,  overseas 
corporate  loans  and  loans taken over from Bank of  Rajasthan.  Net  non-
performing  assets decreased by 37.0% from Rs. 39.01 billion at  March  31, 
2010  to  Rs. 24.58 billion at March 31, 2011 and  the  net  non-performing 
asset  ratio  decreased from 1.9% at March 31, 2010 to 0.9%  at  March  31, 
2011.

We  continued to expand our branch network in India. Our branch network  in 
India  increased  from 1,707 branches and extension counters at  March  31, 
2010  to 2,529 branches and extension counters at March 31, 2011.  We  also 
increased  our ATM network from 5,219 ATMs at March 31, 2010 to 6,104  ATMs 
at  March 31, 2011. These include branches and ATMs of Bank  of  Rajasthan. 
The  total  capital adequacy ratio of ICICI Bank on a standalone  basis  at 
March 31, 2011 in accordance with the RBI guidelines on Basel II was  19.5% 
with  a tier I capital adequacy ratio of 13.2% compared to a total  capital 
adequacy of 19.4% and tier I capital adequacy of 14.0% at March 31, 2010.

Operating results data 

The  following table sets forth, for the periods indicated,  the  operating 
results data.

                                         Rs. in billion, except percentages

	                               Fiscal 2010   Fiscal 2011   % change

Interest income	                        Rs. 257.07    Rs. 259.74       1.0%

Interest expense	                    175.93	  169.57      (3.6)

Net interest income	                     81.14	   90.17       11.1

Non-interest income			

- Fee income(1)	                             56.50	   64.19       13.6

- Treasury income	                     11.81	  (2.15)	  -

- Lease and other income	              6.47	    4.44     (31.4)

Operating income	                    155.92	  156.65	0.5

Operating expenses	                     55.93	   63.81       14.1

Direct marketing agency (DMA) 
expense(2)	                              1.25	    1.57       25.6

Lease depreciation, net of 
lease equalisation	                      1.42	    0.79     (44.4)

Operating profit	                     97.32	   90.48      (7.0)

Provisions, net of write-backs	             43.87	   22.87     (47.9)

Profit before tax	                     53.45	   67.61       26.5

Tax, net of deferred tax	             13.20	   16.10       22.0

Profit after tax	                 Rs. 40.25     Rs. 51.51      28.0%

1.  Includes  merchant  foreign  exchange income  and  margin  on  customer 
derivative transactions.

2.  Represents  commissions paid to DMAs for origination of  retail  loans. 
These commissions are expensed upfront.

3. All amounts have been rounded off to the nearest Rs. 10.0 million.

4. Prior period figures have been re-grouped/re-arranged, where necessary.

Key ratios 

The  following  table  sets  forth, for  the  periods  indicated,  the  key 
financial ratios.

	                                          Fiscal 2010	Fiscal 2011

Return on average equity (%)(1)	                          7.9	        9.6
Return on average assets (%)(2)	                          1.1	        1.3
Earnings per share (Rs.)	                        36.14	      45.27
Book value per share (Rs.)	                       463.01	     478.31
Fee to income (%)	                                 36.6	       41.2
Cost to income (%)(3)	                                 37.0	       41.9

1. Return on average equity is the ratio of the net profit after tax to the 
quarterly average equity share capital and reserves. 

2. Return on average assets is the ratio of net profit after tax to average 
assets.  The  average balances are the averages of daily  balances,  except 
averages  of foreign branches which are calculated on a monthly basis  till 
October 31, 2010 and on a fortnightly basis thereafter.

3.  Cost represents operating expense including DMA cost which is  expensed 
upfront  but excluding lease depreciation. Income represents  net  interest 
income and non-interest income and is net of lease depreciation.

Net interest income and spread analysis

The following table sets forth, for the periods indicated, the net interest 
income and spread analysis.

                                         Rs. in billion, except percentages

	                               Fiscal 2010   Fiscal 2011   % change

Interest income	                        Rs. 257.07    Rs. 259.74       1.0%

Interest expense	                    175.93	  169.57      (3.6)

Net interest income	                 Rs. 81.14     Rs. 90.17       11.1

Average interest-earning assets(1)	  3,259.66	3,418.59	4.9

Average interest-bearing 
liabilities(1)	                          3,054.87	3,168.26       3.7%

Net interest margin	                      2.5%	    2.6%	  -

Average yield	                              7.9%	    7.6%	  -

Average cost of funds	                      5.8%	    5.4%	  -

Interest spread	                              2.1%	    2.2%	  -

1. The average balances are the averages of daily balances, except averages 
of foreign branches which are calculated on monthly basis till October  31, 
2010 and on a fortnightly basis thereafter.

2. All amounts have been rounded off to the nearest Rs. 10.0 million.

Net  interest  income increased by 11.1% from Rs. 81.14 billion  in  fiscal 
2010  to  Rs. 90.17 billion in fiscal 2011 reflecting an  increase  in  net 
interest margin from 2.5% in fiscal 2010 to 2.6% in fiscal 2011 and a  4.9% 
increase in the average volume of interest-earning assets. 

Net  interest margin increased from 2.5% in fiscal 2010 to 2.6%  in  fiscal 
2011  primarily due to a decrease in cost of deposits from 5.8%  in  fiscal 
2010  to  4.9%  in fiscal 2011, offset, in part by  decrease  in  yield  on 
interest-earning assets from 7.9% in fiscal 2010 to 7.6% in fiscal 2011.

The  following  table sets forth, for the periods indicated, the  trend  in 
yield, cost, spread and margin.

	                                          Fiscal 2010	Fiscal 2011

Yield on interest-earning assets	                 7.9%	       7.6%

- On advances	                                          9.1	        8.5

- On investments	                                  6.2	        6.4

- On SLR investments	                                  6.4	        6.3

- On other investments	                                  5.8	        6.6

- On other interest-earning assets	                  6.3	        6.5

Cost of interest-bearing liabilities	                  5.8	        5.4

- Cost of deposits	                                  5.8	        4.9

- Current and savings account (CASA) deposits	          2.0	        2.5

- Term deposits	                                          7.7	        6.5

- Cost of borrowings	                                  5.6	        6.1

Interest spread	                                          2.1	        2.2

Net interest margin	                                 2.5%	       2.6%

Yield on interest-earning assets decreased from 7.9% in fiscal 2010 to 7.6% 
in  fiscal  2011  primarily due to a decrease in  yield  on  advances.  The 
decrease  in  yield  on advances was primarily due to  a  decrease  in  the 
proportion  of  the  high-yielding  unsecured  retail  portfolio  in  total 
advances  and decrease in yield on domestic non-retail advances  reflecting 
the declining trend in interest rates during fiscal 2010 which continued in 
the first half of fiscal 2011.

Yield  on average interest-earning investments increased to 6.4% in  fiscal 
2011 compared to 6.2% in fiscal 2010 primarily due to an increase in  yield 
on  average  interest-earning non-SLR investments, offset, in  part,  by  a 
marginal decrease in yield on average SLR investments. The yield on average 
interest-earning non-SLR investments increased from 5.8% in fiscal 2010  to 
6.6% in fiscal 2011, primarily due to an increase in investment in  higher-
yielding   credit   substitutes  like  corporate  bonds   and   debentures, 
certificate of deposits and commercial paper.

Interest  income  also includes interest on income tax refund of  Rs.  1.65 
billion  in  fiscal 2011 compared to Rs. 1.21 billion in fiscal  2010.  The 
receipt, amount and timing of such income depends on the nature and  timing 
of determinations by tax authorities and is not consistent or predictable.

RBI  increased  the CRR by 75 basis points to 5.75% in  February  2010  and 
further  by  25  basis points to 6.00% effective April  24,  2010.  As  CRR 
balances  do not earn any interest income, these increases had  a  negative 
impact  on yield on interest-earning assets in fiscal 2011.  During  fiscal 
2011,  interest income was also impacted by losses on securitised pools  of 
assets  (including credit losses on pools securitised in earlier years)  of 
Rs. 5.49 billion as compared to Rs. 5.09 billion in fiscal 2010. 

The cost of funds decreased from 5.8% in fiscal 2010 to 5.4% in fiscal 2011 
primarily  due  to  decrease in cost of deposits, offset,  in  part  by  an 
increase in cost of borrowings. 

The decrease in cost of deposits in fiscal 2011 as compared to fiscal  2010 
was  due to the higher proportion of low-cost current and savings  deposits 
and  reduction  in  cost of term deposits. The proportion  of  current  and 
savings  accounts deposits to total deposits increased from 41.7% at  March 
31,  2010 to 45.1% at March 31, 2011. Cost of term deposits decreased  from 
7.7%  in fiscal 2010 to 6.5% in fiscal 2011. The cost of  savings  deposits 
increased  due  to RBI guidelines requiring banks to pay  interest  on  the 
daily  average  balances in savings account deposits.  Cost  of  borrowings 
increased  from  5.6% in fiscal 2010 to 6.1% in fiscal  2011  primarily  on 
account  of  an  increase  in cost of call and  term  borrowings  and  bond 
borrowings.

Interest rates moved up significantly during fiscal 2011, especially in the 
second  half of the year. In response to tight systemic liquidity  and  the 
rising  interest  rate environment, scheduled  commercial  banks  increased 
their deposit rates for various maturities. The full impact of increase  in 
deposit  rates will reflect in fiscal 2012. The increase in  deposit  rates 
also  reflected  in  an increase in lending rates in  the  banking  system. 
During the year, we increased the base rate (I-Base) from 7.50% at July  1, 
2010 to 8.75% at March 31, 2011 and further to 9.25%, with effect from  May 
7, 2011.

The  following  table sets forth, for the period indicated,  the  trend  in 
average interest-earning assets and average interest-bearing liabilities: 

                                         Rs. in billion, except percentages

	                               Fiscal 2010   Fiscal 2011   % change

Advances	                      Rs. 1,915.39  Rs. 1,926.52       0.6%

Interest-earning investments	          1,046.05	1,237.42       18.3

Other interest-earning assets	            298.22	  254.65     (14.6)

Total interest-earning assets	          3,259.66	3,418.59	4.9

Deposits	                          1,970.60	2,046.04	3.8

Borrowings(3)	                          1,084.27	1,122.23	3.5

Total interest-bearing liabilities    Rs. 3,054.87  Rs. 3,168.26       3.7%

1.  Average investments and average borrowings include  average  short-term 
re-purchase transactions. 

2. Average balances are the averages of daily balances, except averages  of 
foreign  branches which are calculated on a monthly basis till October  31, 
2010 and on a fortnightly basis thereafter.

3. Borrowings exclude preference share capital.


The  average volume of interest-earning assets increased by 4.9%  from  Rs. 
3,259.66 billion in fiscal 2010 to Rs. 3,418.59 billion in fiscal 2011. The 
increase in average interest-earning assets was primarily on account of  an 
increase in average interest-earning investments by Rs. 191.37 billion.

Average  interest-earning investments increased by 18.3% from Rs.  1,046.05 
billion  in fiscal 2010 to Rs. 1,237.42 billion in fiscal  2011,  primarily 
due to an increase in average interest-earning non-SLR investments by 45.4% 
from  Rs.  313.21 billion in fiscal 2010 to Rs. 455.34  billion  in  fiscal 
2011. Average SLR investments increased by 6.7% from Rs. 732.84 billion  in 
fiscal 2010 to Rs. 782.07 billion in fiscal 2011. Interest-earning  non-SLR 
investments   primarily   include  investments  in  corporate   bonds   and 
debentures,    certificates   of   deposits,   commercial   paper,    Rural 
Infrastructure  Development Fund (RIDF) and other related  investments  and 
investments in liquid mutual funds to deploy excess liquidity. 

Average  advances increased marginally from Rs. 1,915.39 billion in  fiscal 
2010  to Rs. 1,926.52 billion in fiscal 2011 which includes advances  taken 
over  from  Bank of Rajasthan. Retail advances increased by 5.8%  from  Rs. 
790.62  billion at March 31, 2010 to Rs. 836.75 billion at March 31,  2011. 
In  US  dollar terms, the net advances of overseas  branches  increased  by 
22.8% from US$ 10.1 billion at March 31, 2010 to US$ 12.4 billion at  March 
31,  2011. In rupee terms, the net advances of overseas branches  increased 
by 22.1% from Rs. 451.37 billion at March 31, 2010 to Rs. 550.97 billion at 
March 31, 2011.

Average  interest-bearing liabilities increased by 3.7% from  Rs.  3,054.87 
billion in fiscal 2010 to Rs. 3,168.26 billion in fiscal 2011 on account of 
increase  of Rs. 75.44 billion in average deposits and an increase  of  Rs. 
37.96  billion in average borrowings. The increase in average deposits  was 
primarily  due to increase in average CASA deposits. The ratio  of  average 
CASA deposits to average deposits increased from about 32.5% in fiscal 2010 
to  about 39.1% in fiscal 2011. The increase in average borrowings was  due 
to  an  increase in average capital eligible borrowings, in the  nature  of 
subordinated debt, by Rs. 64.66 billion.

Non-interest income

The  following tables set forth, for the periods indicated,  the  principal 
components of non-interest income.

                                         Rs. in billion, except percentages
	                               Fiscal 2010   Fiscal 2011   % change

Fee income(1)	                         Rs. 56.50     Rs. 64.19      13.6%

Income from treasury-related 
activities	                             11.81	  (2.15)	  -

Lease and other income	                      6.47	    4.44     (31.4)

Total other income	                 Rs. 74.78     Rs. 66.48    (11.1)%

1.  Includes  merchant  foreign  exchange income  and  income  on  customer 
derivative transactions.

Non-interest  income primarily includes fee and commission  income,  income 
from treasury-related activities and lease and other income. During  fiscal 
2011,  the  decrease in non-interest income was primarily on account  of  a 
decrease  in income from treasury-related activities. During  fiscal  2011, 
there was an increase in fee income and income by way of dividends included 
in lease and other income. Overall there was a net decrease in non-interest 
income by 11.1% from 

Rs. 74.78 billion in fiscal 2010 to Rs. 66.48 billion in fiscal 2011.

Fee income

Fee  income  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, fees from credit  cards 
business, account service charges and third party referral fees. Fee income 
increased  from  Rs. 56.50 billion in fiscal 2010 to Rs. 64.19  billion  in 
fiscal  2011  primarily due to an increase in corporate  fees,  offset,  in 
part,  by  decline  in  retail fees. Higher  credit  demand  and  increased 
business activity in the corporate sector due to economic recovery resulted 
in an increase in loan processing fees and transaction banking related fees 
from corporate clients.

Income from foreign exchange transactions with clients and from margins  on 
derivatives  transactions  with clients increased by 17.3%  from  Rs.  6.78 
billion in fiscal 2010 to Rs. 7.95 billion in fiscal 2011.

Profit/(loss) on treasury-related activities (net)

Income  from  treasury-related  activities includes  income  from  sale  of 
investments  and  revaluation  of  investments on  account  of  changes  in 
unrealised  profit/(loss) in the fixed income, equity and preference  share 
portfolio, units of venture funds and security receipts. 

Profit  on treasury-related activities decreased from a gain of  Rs.  11.81 
billion  in  fiscal  2010 to a loss of Rs. 2.15  billion  in  fiscal  2011. 
Treasury  income for fiscal 2011 primarily includes loss on investments  in 
government  of India securities and loss on security receipts,  offset,  in 
part,  by  gains on equity investments. The higher  income  from  treasury-
related  activities in fiscal 2010 included reversal of  provision  against 
credit  derivatives  due to softening of credit spreads, higher  profit  on 
government  of India securities and other fixed income instruments  and  in 
equity  investments offset, in part, by a loss  on  mark-to-market/realised 
loss on security receipts.

During  fiscal 2010, we had capitalised on certain market opportunities  to 
realise  gains from sale of our government and other domestic fixed  income 
positions.  During  fiscal 2011, the government  securities  portfolio  was 
impacted by increase in interest rates which resulted in a loss for  fiscal 
2011 as compared to gains in fiscal 2010.

The   equity  markets  remained  volatile  due  to  global   and   domestic 
developments including the political unrest in the Middle East and concerns 
on  global  recovery  due  to possible impact  on  crude  oil  prices,  and 
continued  high  levels  of  inflation  in  India  and  resultant  monetary 
tightening. These factors impacted market sentiment resulting in decline in 
realised/unrealised  profit  on  equity  investments  for  fiscal  2011  as 
compared to fiscal 2010.

During fiscal 2010, softening of credit spreads had resulted in reversal of 
provision  held against the credit derivatives portfolio amounting to   Rs. 
3.97 billion. During fiscal 2011, there was a profit on credit  derivatives 
portfolio amounting to  Rs. 0.15 billion.

At  March  31,  2011, we had an outstanding net  investment  of  Rs.  28.31 
billion  in security receipts issued by asset reconstruction  companies  in 
relation  to  sale of non-performing assets. At the end of  each  reporting 
period,  security  receipts issued by asset  reconstruction  companies  are 
valued  as  per  net asset value obtained  from  the  asset  reconstruction 
company from time to time. During fiscal 2011, the impact of these security 
receipts  on the income from treasury-related activities was a loss of  Rs. 
2.31 billion compared to a loss of Rs. 2.12 billion in fiscal 2010. 

Lease and other income

Lease and other income primarily includes dividend from subsidiaries, lease 
rentals  and  profit  on  sale of fixed  assets.  Lease  and  other  income 
decreased  from  Rs.  6.47 billion in fiscal 2010 to Rs.  4.44  billion  in 
fiscal  2011. During fiscal 2010, the Bank and First Data, a global  leader 
in  electronic commerce and payment services, formed a  merchant  acquiring 
alliance and a new entity, 81.0% owned by First Data. This entity  acquired 
ICICI  Bank's  merchant acquiring operations through  transfer  of  assets, 
primarily comprising fixed assets, receivables and payables, and assumption 
of liabilities, for a total consideration of Rs. 3.74 billion. We  realised 
a profit of Rs. 2.03 billion from this transaction in fiscal 2010.

The  following table sets forth, for the periods indicated,  the  principal 
components of non-interest expense.

                                         Rs. in billion, except percentages
	                               Fiscal 2010   Fiscal 2011   % change

Payments to and provisions for 
employees	                         Rs. 19.26     Rs. 28.17      46.3%

Depreciation on own property 
(including non banking assets)	              4.78	    4.84	1.3

Other administrative expenses	             31.89	   30.80      (3.4)

Total non-interest expense 
(excluding lease depreciation                55.93	   63.81       14.1
and direct marketing agency 
expenses)			

Depreciation (net of lease 
equalisation) on leased assets	              1.42	    0.79     (44.4)

Direct marketing agency expenses	      1.25	    1.57       25.6

Total non-interest expense	         Rs. 58.60     Rs. 66.17      12.9%

Non-interest expenses primarily include employee expenses, depreciation  on 
assets, direct marketing agency expenses and other administrative expenses. 
In  fiscal  2011, non-interest expenses increased by 12.9% from  Rs.  58.60 
billion in fiscal 2010 to Rs. 66.17 billion in fiscal 2011 primarily due to 
an  increase  in  employee expenses partly offset by a  decrease  in  other 
administrative expenses and a decrease in depreciation on leased assets.

Payments to and provisions for employees

Employee expenses increased by 46.3% from Rs. 19.26 billion in fiscal  2010 
to Rs. 28.17 billion in fiscal 2011. Employee expenses increased  primarily 
due  to  addition  of employees of Bank of Rajasthan,  annual  increase  in 
salaries  and provision for payment of performance bonus  and  performance-
linked  retention pay during the period and increase in the employee  base, 
including sales executives, employees on fixed term contracts and  interns, 
from  41,068 employees at March 31, 2010 to 56,969 employees at  March  31, 
2011 (including employees of Bank of Rajasthan).

Depreciation

Depreciation  on owned property increased by 1.3% from Rs. 4.78 billion  in 
fiscal 2010 to Rs. 4.84 billion in fiscal 2011 primarily due to increase in 
the branch and ATM network and capitalisation of the Bank's new building in 
Hyderabad,  offset,  in  part,  by sale of  assets  of  merchant  acquiring 
operations  and other properties. Depreciation on leased  assets  decreased 
from Rs. 1.42 billion in fiscal 2010 to Rs. 0.79 billion in fiscal 2011 due 
to a reduction in leased assets.

Other administrative expenses

Other  administrative expenses primarily include rent, taxes and  lighting, 
advertisement and publicity, repairs and maintenance and other expenditure. 
Other operating expenses decreased by 3.4% from Rs. 31.89 billion in fiscal 
2010  to Rs. 30.80 billion in fiscal 2011. The decrease in other  operating 
expenses was primarily due to our overall cost reduction 

Non-interest expense  initiatives. There was a reduction in retail business 
expenses, law charges and expenses on account of postage and  communication 
expenses  in  fiscal 2011 which was partly offset by an increase  in  rent, 
taxes and lighting and repairs and maintenance expenses due to an  increase 
in  our  branch  and  ATM network. The number  of  branches  and  extension 
counters (excluding foreign branches and offshore banking units)  increased 
from 1,707 at March 31, 2010 to 2,529 at March 31, 2011. We also  increased 
our  ATM network from 5,219 ATMs at March 31, 2010 to 6,104 ATMs  at  March 
31, 2011. These figures include branches and ATMs of Bank of Rajasthan.

Direct marketing agency expenses

Direct marketing agency expenses increased from Rs. 1.25 billion in  fiscal 
2010  to Rs. 1.57 billion in fiscal 2011. The increase in direct  marketing 
expenses  was  primarily due to higher retail loan  disbursements.  We  use 
marketing  agents,  called  direct  marketing  agents  or  associates,  for 
sourcing  our  retail assets. We include commissions paid to  these  direct 
marketing agents in non-interest expense. In line with the RBI  guidelines, 
these  commissions are expensed upfront and not amortised over the life  of 
the loan.

Provisions and contingencies (excluding provisions for tax)

The  following tables set forth, for the periods indicated, the  components 
of provisions and contingencies.

                                         Rs. in billion, except percentages
	                               Fiscal 2010   Fiscal 2011   % change

Provision for investments (including 
credit substitutes) (net)	        Rs. (0.03)      Rs. 2.04	  -

Provision for non-performing and 
other assets(1)	                             43.62	   19.77    (54.7)%

Provision for standard assets	                 -	       -	

Others	                                      0.28	    1.06	

Total provisions and contingencies 
(excluding provisions for tax)	         Rs. 43.87     Rs. 22.87    (47.9)%

1. Includes restructuring related provision.

Provisions are made by us on standard, sub-standard and doubtful assets  at 
rates  prescribed  by RBI. Loss assets and unsecured portions  of  doubtful 
assets  are  provided/written  off as required by  extant  RBI  guidelines. 
Subject to the minimum provisioning levels prescribed by RBI, provisions on 
retail  non-performing loans are made at the borrower level  in  accordance 
with  our  retail assets provisioning policy. The  specific  provisions  on 
retail loans held by us are higher than the minimum regulatory requirement. 

Provisions  and contingencies (excluding provisions for tax)  decreased  by 
47.9% from Rs. 43.87 billion in fiscal 2010 to Rs. 22.87 billion in  fiscal 
2011  primarily due to a reduction in provisions for retail  non-performing 
loans.  The reduction in provision against retail non-performing loans  was 
primarily  due to a sharp reduction in accretion to  retail  non-performing 
loans in fiscal 2011. 

In  the  second  quarter review of monetary policy  for  fiscal  2010,  RBI 
directed  banks to ensure that their total provisioning coverage ratio  was 
not  less than 70% by end-September 2010. On December 1, 2009,  RBI  issued 
detailed  guidelines  on provisioning coverage for advances  by  banks.  In 
March 2010, RBI permitted us to reach the stipulated provisioning  coverage 
ratio  of 70% in a phased manner by March 2011. Our  provisioning  coverage 
ratio at March 31, 2011 computed as per the above mentioned RBI  guidelines 
was 76.0%.

No  additional  general provision was required on  standard  assets  during 
fiscal  2011. RBI guidelines do not permit write-back of excess  provisions 
already  made and therefore we held a cumulative general provision  of  Rs. 
14.80  billion  at  March  31,  2011  compared  to  the  general  provision 
requirement as per the revised guidelines of about Rs. 10.86 billion.

Tax expense

The  income tax expense (including wealth tax) increased by 22.0% from  Rs. 
13.20  billion  in  fiscal 2010 to Rs. 16.10 billion in  fiscal  2011.  The 
effective  tax  rate  of 23.8% in fiscal 2011 was  lower  compared  to  the 
effective  tax rate of 24.7% in fiscal 2010 primarily due to change in  mix 
of taxable profits with a higher component of exempt income in the  current 
fiscal year and tax benefits from the amalgamation of Bank of Rajasthan.

Financial Condition

Assets

The  following  table  sets forth, at the dates indicated, the principal 
components of assets.

                                         Rs. in billion, except percentages
Assets	                                   At March     At March   % change
                                           31, 2010     31, 2011

Cash and bank balances		         Rs. 388.73   Rs. 340.90    (12.3)%

Investments		                   1,208.93     1,346.86       11.4

- SLR investments(1)		             684.04	  641.61      (6.2)

- RIDF and other related investments(2)	     101.10       150.80       49.2

- Equity investment in subsidiaries	     122.00	  124.53	2.1

- Other investments		             301.79	  429.92       42.5

Advances		                   1,812.06	2,163.66       19.4

- Domestic		                   1,360.69	1,612.69       18.5

- Overseas		                     451.37	  550.97       22.1

Fixed assets (including leased assets)	      32.13	   47.44       47.7

Other assets		                     192.15	  163.48     (14.9)

Total Assets	                        Rs.3,634.00  Rs.4,062.34      11.8%

1.  Government and other approved securities qualifying for SLR.  Banks  in 
India are required to maintain a specified percentage, currently 24.0%,  of 
their  net demand and time liabilities by way of liquid assets  like  cash, 
gold or approved unencumbered securities.

2. Investments made in RIDF and other such entities in lieu of shortfall in 
the amount required to be lent to certain specified sectors called priority 
sector as per RBI guidelines.

3. All amounts have been rounded off to the nearest Rs. 10.0 million.


The total assets increased by 11.8% from Rs. 3,634.00 billion at March  31, 
2010  to  Rs.  4,062.34 billion at March 31,  2011  (including  Rs.  155.96 
billion of Bank of Rajasthan at August 12, 2010), primarily due to increase 
in  investments  and  advances. Investments increased  by  11.4%  from  Rs. 
1,208.93  billion  at March 31, 2010 to Rs. 1,346.86 billion at  March  31, 
2011.  The  net advances increased by 19.4% from Rs.  1,812.06  billion  at 
March 31, 2010 to Rs. 2,163.66 billion at March 31, 2011. 

Cash and cash equivalents

Cash  and cash equivalents include cash in hand and balances with  RBI  and 
other  banks,  including  money at call and short  notice.  Cash  and  cash 
equivalents  decreased  from Rs. 388.73 billion at March 31,  2010  to  Rs. 
340.90  billion  at  March 31, 2011. The decrease was primarily  due  to  a 
decrease in balances with RBI from Rs. 241.73 billion at March 31, 2010  to 
Rs.  171.23  billion at March 31, 2011 due to higher  than  stipulated  CRR 
balance maintained at March 31, 2010. 

Investments

Total investments increased by 11.4% from Rs. 1,208.93 billion at March 31, 
2010 to Rs. 1,346.86 billion at March 31, 2011 (including Rs. 70.96 billion 
of  Bank of Rajasthan at August 12, 2010), primarily due to an increase  in 
investment  in corporate bonds and debentures by Rs. 125.1 1 billion,  RIDF 
and  other  related investments in lieu of shortfall  in  directed  lending 
requirements  by Rs. 49.70 billion (including Rs. 21.34 billion of Bank  of 
Rajasthan  at  August  12, 2010) and investments in  commercial  paper  and 
certificate  of  deposits  by Rs. 31.21 billion. The  investment  in  pass-
through  certificates  decreased  by Rs. 15.93 billion at  March  31,  2011 
compared  to March 31, 2010. At March 31, 2011, we had an  outstanding  net 
investment  of  Rs.  28.31 billion in security  receipts  issued  by  asset 
reconstruction  companies  in  relation to sale  of  non-performing  assets 
compared to Rs. 33.94 billion at March 31, 2010. At March 31, 2011, we  had 
a  gross  portfolio of funded credit derivatives of Rs. 10.60  billion  and 
non-funded credit derivatives of Rs. 28.17 billion, which includes Rs. 0.22 
billion as protection bought by us.

Advances

Net advances increased by 19.4% from Rs. 1,812.06 billion at March 31, 2010 
to  Rs.  2,163.66 billion at March 31, 2011 primarily due  to  increase  in 
domestic  corporate  loans, overseas corporate loans and loans  taken  over 
from  Bank of Rajasthan amounting to Rs. 65.28 billion at August 12,  2010. 
Net retail advances increased by 5.8% from Rs. 790.62 billion at March  31, 
2010 to Rs. 836.75 billion at March 31, 2011. In rupee terms, net  advances 
of  overseas branches (including offshore banking unit) increased by  22.1% 
from  Rs. 451.37 billion at March 31, 2010 to Rs. 550.97 billion  at  March 
31, 2011.

Fixed and other assets

Fixed assets increased by 47.7% from Rs. 32.13 billion at March 31, 2010 to 
Rs. 47.44 billion at March 31, 2011 (including  Rs. 5.15 billion of Bank of 
Rajasthan  at August 12, 2010) primarily due to part capitalisation of  the 
Bank's  new  building in Hyderabad and increase in the branch  network  and 
other  offices. Other assets decreased by 14.9% from Rs. 192.15 billion  at 
March 31, 2010 to Rs. 163.48 billion at March 31, 2011.

Liabilities

The  following  table  sets forth, at the dates  indicated,  the  principal 
components of liabilities (including capital and reserves).

                                         Rs. in billion, except percentages

Liabilities	                              At March   At March 
                                              31, 2010   31, 2011  % change
Equity share capital	                         11.15	    11.52	3.3

Reserves	                                505.03	   539.39	6.8

Deposits	                              2,020.17	 2,256.02      11.7

- Savings deposits	                        532.18	   668.69      25.7

- Current deposits	                        309.98	   347.78      12.2

- Term deposits	                              1,178.01	 1,239.55	5.2

Borrowings (excluding sub-ordinated 
debt and preference share capital)		609.47	   728.13      19.5

- Domestic	                                140.21	   192.75      37.5

- Overseas	                                469.26	   535.38      14.1

Subordinated debt (included in 
Tier-1 and Tier-2 capital)(1)	             329.67(2)	   363.91      10.4

- Domestic(1)	                             314.47(2)	   348.80      10.9

- Overseas	                                 15.20	    15.11     (0.6)

Preference share capital	                  3.50	     3.50	  -

Other liabilities	                        155.01	   159.87	3.1

Total liabilities	                   Rs. 3634.00 Rs.4062.34     11.8%

1. Included in Schedule 4 - 'Borrowings' of the balance sheet.

2.  Includes  application  money  of Rs.  25.00  billion  received  towards 
subordinated debt issued on April 5, 2010.

3. All amounts have been rounded off to the nearest Rs. 10.0 million.

Total liabilities (including capital and reserves) increased by 11.8%  from 
Rs. 3,634.00 billion at March 31, 2010 to Rs. 4,062.34 billion at March 31, 
2011  (including  Rs.  155.96 billion of Bank of Rajasthan  at  August  12, 
2010),  primarily due to an increase in deposits and  borrowings.  Deposits 
increased  from  Rs.  2,020.17 billion at March 31, 2010  to  Rs.  2,256.02 
billion at March 31, 2011.

Deposits

Deposits increased by 11.7% from Rs. 2,020.17 billion at March 31, 2010  to 
Rs.  2,256.02  billion at March 31, 2011 (including Rs. 134.83  billion  of 
Bank  of  Rajasthan at August 12, 2010). Term deposits increased  from  Rs. 
1,178.01  billion  at March 31, 2010 to Rs. 1,239.55 billion at  March  31, 
2011 (including Rs. 88.02 billion of Bank of Rajasthan at August 12, 2010), 
while savings deposits increased from Rs. 532.18 billion at March 31,  2010 
to  Rs.  668.69 billion at March 31, 2011 (including Rs. 34.48  billion  of 
Bank  of Rajasthan at August 12, 2010) and current deposits increased  from 
Rs.  309.98  billion at March 31, 2010 to Rs. 347.78 billion at  March  31, 
2011 (including Rs. 12.32 billion of Bank of Rajasthan at August 12, 2010). 
Total deposits at March 31, 2011 formed 67.4% of the funding (i.e. deposits 
and  borrowings, other than preference share capital). During  fiscal  2010 
and  fiscal  2011, we focussed on our strategy of increasing the  share  of 
current and savings account deposits in total deposits and re-balancing our 
funding  mix. The current and savings account deposits increased  from  Rs. 
842.16 billion at March 31, 2010 to Rs. 1,016.47 billion at March 31,  2011 
(including  Rs. 46.80 billion of Bank of Rajasthan at August 12, 2010)  and 
the  ratio  of  current  and savings account  deposits  to  total  deposits 
increased from 41.7% at March 31, 2010 to 45.1% at March 31, 2011. 

Borrowings (including sub-ordinated debt and preference share capital)

Borrowings increased by 16.2% from Rs. 942.64 billion at March 31, 2010  to 
Rs. 1,095.54 billion at March 31, 2011 primarily due to an increase in call 
and  term borrowings and an increase in capital-eligible borrowings in  the 
nature of sub-ordinated debt. The capital-eligible borrowings in the nature 
of  sub-ordinated  debt increased to Rs. 363.91 billion at March  31,  2011 
compared  to Rs. 329.67 billion at March 31, 2010. RBI  issued  guidelines, 
effective  April  1,  2010, which require  market  repurchase  transactions 
(previously  accounted for as sale and repurchase) to be accounted  for  as 
borrowing  and  lending.  The transactions with RBI  under  LAF  which  are 
accounted for as sale and purchase transactions.

Equity share capital and reserves

Equity  share  capital and reserves increased from Rs.  516.18  billion  at 
March 31, 2010 to Rs. 550.91 billion at March 31, 2011 (including statutory 
reserve of Rs. 2.00 billion taken over from Bank of Rajasthan at August 12, 
2010)  primarily due to allotment of shares to the shareholders of Bank  of 
Rajasthan and annual accretion to reserves out of profit. Excess of paid-up 
value  of  equity  shares  issued over the fair value  of  the  net  assets 
acquired  in the amalgamation and amalgamation expenses, amounting  to  Rs. 
2.10 billion have been adjusted against the securities premium account.

Off balance sheet items, commitments and contingencies

The  following table sets forth, for the periods indicated,  the  principal 
components of contingent liabilities.
   
                                                             Rs. in billion
	                                     March 31, 2010  March 31, 2011

Claims against the Bank, not acknowledged 
as debts		                          Rs. 33.57	  Rs. 17.02

Liability for partly paid investments		       0.13	       0.13

Notional principal amount of outstanding 
forward exchange contracts		           1,660.69	   2,468.62

Guarantees given on behalf of constituents	     618.36	     826.27

Acceptances, endorsements and other 
obligations		                             321.22	     393.34

Notional principal amount of currency 
swaps		                                     524.79	     561.28

Notional principal amount of Interest 
rate swaps and currency options		           4,012.14	   4,903.90

Other items for which the Bank is 
contingently liable		                      99.94	      60.66

Total	                                        Rs.7,270.84	Rs.9,231.22

We  enter  into  foreign  exchange  forwards,  options,  swaps  and   other 
derivative products to enable customers to transfer, modify or reduce their 
foreign exchange and interest rate risk and to manage our own interest rate 
and foreign exchange positions. We manage our foreign exchange and interest 
rate  risk  with  reference  to limits set by RBI  as  well  as  those  set 
internally.  An  interest rate swap does not entail  exchange  of  notional 
principal  and  the cash flow arises on account of the  difference  between 
interest  rate  pay and receive legs of the swaps which is  generally  much 
smaller  than  the  notional principal of the swap.  With  respect  to  the 
transactions  entered  into with customers, we generally  enter  into  off-
setting  transactions in the inter-bank market. This results in  generation 
of  a higher number of outstanding transactions and hence a large value  of 
gross  notional  principal of the portfolio, while the net market  risk  is 
low. For example, if a transaction entered into with a customer is  covered 
by an exactly opposite transaction entered into with counter-party, the net 
market  risk  of  the two transactions will be zero  whereas  the  notional 
principal  which is reflected as an off-balance sheet item will be the  sum 
of both the transactions. 

As  a part of project financing and commercial banking activities, we  have 
issued guarantees to support regular business activities of clients.  These 
generally  represent irrevocable assurances that we 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  ten  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. In majority of the cases,  we  have  collateral 
available  to  reimburse potential losses on the guarantees.  Cash  margins 
available  to  reimburse losses realised under guarantees amounted  to  Rs. 
24.39  billion at March 31, 2011 and Rs. 17.69 billion at March  31,  2010. 
Other  property  or security may also be available to us  to  cover  losses 
under guarantees.

The  table  below  sets forth, for the  periods  indicated,  the  principal 
components of guarantees.

                                         Rs. in billion, except percentages
	                   At March 31, 2010   At March 31, 2011   % change

Financial guarantees	          Rs. 159.79	      Rs. 230.27      44.1%
Performance guarantees		      458.57	          596.00       30.0
Total guarantees	          Rs. 618.36	      Rs. 826.27      33.6%

1. Outstanding is net of cash margin.

At  March  31,  2011,  total guarantees  amounted  to  Rs.  826.27  billion 
comprising  Rs.  230.27  billion of financial  guarantees  and  Rs.  596.00 
billion of performance guarantees.

Claims against the Bank, not acknowledged as debts represents demands  made 
in  certain tax and legal matters against the Bank in the normal course  of 
business. In accordance with our accounting policy and Accounting  Standard 
29, we have reviewed the demands and classified such disputed tax issues as 
possible  obligation  based  on  legal  opinion/  judicial  precedents.  No 
provision in excess of provisions already made in the financial  statements 
is considered necessary.

We are 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  in 
domestic  operations  aggregated  to Rs. 3.58 billion  at  March  31,  2011 
compared to Rs. 5.28 billion at March 31, 2010 primarily on account of  new 
branches and capitalisation of the Bank's new building in Hyderabad.

Capital Resources

We  actively  manage our capital to meet regulatory norms and  current  and 
future business needs considering the risks in our businesses, expectations 
of  rating agencies, shareholders and investors and the  available  options 
for  raising capital. Our 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

We  are subject to the Basel II capital adequacy guidelines  stipulated  by 
RBI with effect from March 31, 2008. RBI guidelines on Basel II require  us 
to  maintain a minimum capital to risk-weighted assets ratio of 9.0% and  a 
minimum  Tier-1 capital adequacy ratio of 6.0% on an ongoing  basis.  Under 
Pillar  1  of the RBI guidelines on Basel II, we  follow  the  Standardised 
approach  for  measurement of credit and market risks and  Basic  Indicator 
approach for measurement of operational risk.

RBI has also stipulated that banks shall maintain capital at higher of  the 
minimum  capital  required as per Basel II or 80% of  the  minimum  capital 
required as per Basel I. At March 31, 2011, the prudential floor at 80%  of 
the  minimum capital requirement under Basel I was Rs. 283.84  billion  and 
was lower than the minimum capital requirement of Rs. 307.35 billion  under 
Basel  II. Hence, we have maintained capital adequacy at March 31, 2011  as 
per the Basel II norms. 

The  following  table  sets  forth, at the  dates  indicated,  the  capital 
adequacy  ratios computed in accordance with the RBI guidelines on Basel  I 
and Basel II.

                                                           Rs. in billion
		            As per RBI	                 As per RBI
	               guidelines on Basel I	  guidelines on Basel II
                    At March 31,  At March 31,  At March 31,  At March 31,
		            2010	  2011	        2010	      2011

Tier-I capital	      Rs. 432.61    Rs. 463.99	  Rs. 410.62	Rs. 449.75

Tier-II capital		  181.57	231.00	      160.41	    217.50

Total capital		  614.18	694.99	      571.03	    667.25

Credit Risk - 
Risk Weighted 
Assets (RWA)	        2,899.15      3,389.35	    2,485.59	  2,909.79

Market Risk - RWA	  309.28	552.84	      221.06	    255.52

Operational 
Risk - RWA		       -	     -	      235.16	    249.67

Total RWA	    Rs. 3,208.43  Rs. 3,942.19	Rs. 2,941.81  Rs. 3,414.98

Total capital 
adequacy ratio		   19.1%	 17.6%	       19.4%	     19.5%

Tier-I capital 
adequacy ratio		   13.5%	 11.8%	       14.0%	     13.2%

Tier-II capital 
adequacy ratio		    5.6%	  5.8%	        5.4%	      6.3%

Movement in our capital funds and risk weighted assets from March 31,  2010 
to March 31, 2011 (as per RBI guidelines on Basel II)

During the year ended March 31, 2011, capital funds increased by Rs.  96.22 
billion primarily due to profit after tax earned for the year of Rs.  51.51 
billion,  incremental notional tax payable on special reserves of Rs.  1.74 
billion,  the issuance of lower Tier II debt capital of Rs.  59.79  billion 
and  reduction in deduction on account of securitization exposures  of  Rs. 
25.06  billion, offset, in part, by an increase in deduction on account  of 
deferred tax assets of Rs. 6.14 billion and proposed dividend for the year.

Credit  risk RWA increased by Rs. 424.20 billion from Rs. 2,485.59  billion 
at  March 31, 2010 to Rs. 2,909.79 billion at March 31, 2011 primarily  due 
to  increase  of  Rs.  310.19 billion in RWA for  loans  and  advances  and 
increase  of  Rs.  115.99  billion in  RWA  for  off-balance  sheet  credit 
exposures  (including  increase of Rs. 105.99 billion in RWA  for  non-fund 
based  facilities  and  increase of Rs. 29.39 billion in  RWA  for  undrawn 
commitments). 

Market  risk RWA increased by Rs. 34.46 billion from Rs. 221.06 billion  at 
March 31, 2010 to Rs. 255.52 billion at March 31, 2011. The general  market 
risk  RWA  increased  by  Rs. 42.86 billion (capital  charge  of  Rs.  3.86 
billion)  primarily due to increase in the investment book and duration  of 
interest rate related instruments. 

The operational risk RWA at March 31, 2011 was Rs. 249.67 billion  (capital 
charge  of  Rs.  22.47 billion). The operational  risk  capital  charge  is 
computed  based on 15% of average of previous three financial years'  gross 
income and is revised on an annual basis at June 30.

Internal assessment of capital

Our capital management framework includes a comprehensive internal  capital 
adequacy  assessment  process  conducted  annually,  which  determines  the 
adequate  level  of capitalisation necessary to meet regulatory  norms  and 
current  and future business needs, including under stress  scenarios.  The 
internal  capital  adequacy assessment process is formulated  at  both  the 
standalone  bank  level  and  the consolidated  group  level.  The  process 
encompasses capital planning for a certain 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 all material risks. 
Stress testing, which is a key aspect of the capital assessment process and 
the  risk  management  framework, provides an insight into  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. 
Internal  capital  adequacy assessment process at  the  consolidated  level 
integrates the business and capital plans and the stress testing results of 
the group entities.

Based on the internal capital adequacy assessment process, we determine our 
capital needs and the optimum level of capital by considering the following 
in an integrated manner:

*  strategic  focus,  business plan and  growth  objectives;  

*  regulatory capital requirements as per RBI 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

*  evaluation  of  options  to raise capital  from  domestic  and  overseas 
markets, as permitted by RBI from time to time.

We  formulate  our  internal capital level targets based  on  the  internal 
capital  adequacy assessment process and endeavour to maintain the  capital 
adequacy level in accordance with the targeted levels at all times.

Basel III 

In  order to strengthen the resilience of the banking sector  to  potential 
future  shocks,  together with ensuring adequate liquidity in  the  banking 
system, the Basel Committee on Banking Supervision (BCBS) issued the  Basel 
III proposals on December 17, 2009. Following a consultation phase on these 
proposals,  the  final set of Basel III rules were issued on  December  16, 
2010.  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  countercyclical  buffers,  and  addressing  systemic  risk   and 
interconnectedness.  The Basel III rules on liquidity consist of a  measure 
of short-term liquidity coverage ratio aimed at building liquidity  buffers 
to  meet stress situations, and a measure of long-term net  stable  funding 
ratio aimed at promoting longer term structural funding. Some of the  Basel 
III measures will be phased-in between January 1, 2013 and January 1, 2019. 
BCBS  has  stipulated a phased implementation of the  Basel  III  framework 
between January 1, 2013 and January 1, 2019

Guidlines on Basel III framework for the Indian banking system are  awaited 
from  RBI. We continue to monitor developments on the Basel  III  framework 
and  believe  that our current robust capital adequacy  position,  adequate 
headroom  currently  available to raise hybrid/debt  capital,  demonstrated 
track record of access to domestic and overseas markets for capital raising 
and adequate flexibility in our balance sheet structure and business  model 
will  enable  us  to  adapt  to the Basel  III  framework  along  with  any 
amendments by RBI, as and when they are implemented.

ASSET QUALITY AND COMPOSITION

Loan Concentration

We  follow  a policy of portfolio diversification and  evaluate  our  total 
financing  in a particular sector in light of our forecasts of  growth  and 
profitability for that sector. Between 2003 and 2006, the banking system as 
a  whole  saw  significant expansion of retail credit,  with  retail  loans 
contributing   for  a  major  part  of  overall  systemic  credit   growth. 
Accordingly, during these years, we increased our focus on retail  finance. 
In  view of high asset prices and the increase in interest rates since  the 
second half of fiscal 2008, we followed a conscious strategy of  moderation 
of retail disbursements, especially in the unsecured retail loans  segment. 
Following this trend, our gross retail finance loans and advances  declined 
from 49.3% of our total gross loans and advances at year-end fiscal 2009 to 
44.4% at year-end fiscal 2010 and further to 39.7% at March 31, 2011.

Our Credit Risk Management Group monitors all major sectors of the  economy 
and specifically tracks sectors in which we have loans outstanding. We seek 
to respond to any economic weakness in an industrial segment by restricting 
new  exposures to that segment and any growth in an industrial  segment  by 
increasing  new  exposures to that segment, resulting in  active  portfolio 
management.

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

                                         Rs. in billion, except percentages
		                   March 31, 2010	  March 31, 2011
	                       Advances  % of total    Advances  % of total
		                           advances		   advances

Retail finance(1)	      Rs.831.19	      44.4%   Rs.890.74	      39.7%

Services - non-finance		 135.21	        7.2	 173.36	        7.7

Services - finance		  64.56	        3.4	 161.43	        7.2

Crude petroleum/refining 
and petrochemicals		 132.86	        7.1	 141.83	        6.3

Road, ports, telecom, 
urban development and		 103.94	        5.5	 129.54	        5.8
other infrastructure					

Power		                  56.49	        3.0	  98.11	        4.4

Iron/steel and products		  86.26	        4.6	  94.88	        4.2

Food and beverages		  61.54	        3.3	  70.63	        3.2

Wholesale/retail trade		  44.47	        2.4	  52.00	        2.3

Electronics and engineering	  31.54	        1.7	  44.72	        2.0

Mining		                   4.57	        0.2	  41.49	        1.9

Construction		          17.91	        1.0	  36.43	        1.6

Chemical and fertilizers	  46.27	        2.5	  29.24	        1.3

Textiles		          19.16	        1.0	  21.01	        0.9

Other industries(2)		 237.17	       12.7	 258.74	       11.5

Total	                    Rs.1,873.14	     100.0% Rs.2,244.15	     100.0%

1.  Includes home loans, automobile loans, commercial business  loans,  two 
wheeler  loans,  personal  loans and credit  cards.  Also  includes  dealer 
funding portfolio and developer financing portfolio.

2.  Other  industries  primarily include  automobiles,  cement,  drugs  and 
pharmaceuticals, FMCG, gems and jewellery, manufacturing products excluding 
metal, metal and products (excluding iron and steel) and shipping etc.

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

                                         Rs. in billion, except percentages
		                   March 31, 2010	  March 31, 2011
	                          Retail  % of total     Retail  % of total
	                        advances      retail   advances	     retail 
                                            advances	           advances

Home loans(1)	              Rs. 474.72       57.1%  Rs.541.26	      60.8%

Automobile loans	           85.13	10.2	  85.81	        9.6

Commercial business	          136.75	16.5	 152.86	       17.2

Two-wheeler loans	            4.65	 0.6	   2.09	        0.2

Personal loans	                   57.14	 6.9	  40.31	        4.5

Credit cards	                   59.33	 7.1	  48.51	        5.5

Loans against 
securities and others(2)	   13.47	 1.6	  19.90	        2.2

Total retail finance 
portfolio	              Rs. 831.19      100.0%  Rs.890.74	     100.0%

1. Includes developer financing. 2. Includes dealer financing portfolio.

Directed Lending 

RBI requires banks to lend to certain sectors of the economy. Such directed 
lending  comprises  priority  sector lending,  export  credit  and  housing 
finance.  RBI guidelines require banks to lend 40.0% of their adjusted  net 
bank  credit,  or credit equivalent amount of off-balance  sheet  exposure, 
whichever is higher, to certain specified sectors called priority  sectors. 
The  definition  of  adjusted  net bank credit  does  not  include  certain 
exemptions and includes certain investments and is computed with  reference 
to the outstanding amount at March 31 of the previous year. Priority sector 
includes  small  enterprises,  agricultural  sector,  food  and  agri-based 
industries, small 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,  including  small  enterprises  (defined   as 
enterprises  engaged in manufacturing/production, processing  and  services 
businesses  with  a certain limit on investment in  plant  and  machinery), 
small  road and water transport operators, small  businesses,  professional 
and  self-employed  persons, all other service enterprises,  micro  credit, 
education loans and housing loans up to Rs. 2.0 million to individuals  for 
purchase/construction  of a dwelling unit per family. In its  letter  dated 
April 26, 2002 granting its approval for the amalgamation of ICICI  Limited 
and  ICICI Bank Limited, RBI stipulated that since the loans  of  erstwhile 
ICICI  Limited (ICICI) transferred to us were not subject to  the  priority 
sector  lending  requirement, we are required to maintain  priority  sector 
lending of 50.0% of our adjusted net bank credit on the residual portion of 
our advances (i.e. the portion of our total advances excluding advances  of 
ICICI at year-end fiscal, 2002, referred to as 'residual adjusted net  bank 
credit').  This  method of computation will apply until such  time  as  our 
aggregate  priority sector advances reach a level of 40.0% of our  adjusted 
net  bank credit or review of this stipulation by RBI. As required  by  RBI 
guidelines, we are also required to lend 10.0% of the residual adjusted net 
bank  credit  or credit equivalent amount of off-balance  sheet  exposures, 
whichever  is  higher, to weaker sections. RBI's existing  instructions  on 
sub-targets under priority sector lending and eligibility of certain  types 
of investments/funds for qualification as priority sector advances apply to 
us. We are required to comply with the priority sector lending requirements 
at  the last reporting Friday' of each fiscal year. The shortfall  in  the 
amount required to be lent to the priority sectors and weaker sections  may 
be  required to be deposited 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. 
These  deposits  have a maturity of up to seven years  and  carry  interest 
rates  lower  than  market  rates.  At  year-end  fiscal  2011,  our  total 
investments  in  such bonds were Rs. 150.80 billion  (including  Rs.  21.34 
billion  of Bank of Rajasthan at August 12, 2010). At March 25,  2011,  the 
last  reporting Friday for fiscal 2011, our priority sector loans were  Rs. 
551.73 billion, constituting 53.1% of our residual adjusted net bank credit 
against  the  requirement of 50.0%. At that  date,  qualifying  agriculture 
loans  were 14.0% of our residual adjusted net bank credit as  against  the 
requirement  of  18.0%.  Our advances to weaker  sections  were  Rs.  34.43 
billion constituting 3.3% of our residual adjusted net bank credit  against 
the  requirement  of  10.0%.  The Bank has  based  its  classifications  of 
priority  sector loans, including loans to weaker sections and  agriculture 
loans,  in  accordance  with  the  guidelines  and  certain  clarifications 
received from RBI during the year.

Classification of loans

We classify our assets as performing and non-performing in accordance  with 
RBI  guidelines.  Under these 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. In  compliance  with  regulations 
governing  the  presentation of financial information by banks,  we  report 
non-performing  assets  net  of  cumulative  write-offs  in  our  financial 
statements.

RBI  has  separate  guidelines  for restructured  loans.  A  fully  secured 
standard   asset  can  be  restructured  by  reschedulement  of   principal 
repayments and/or the interest element, but must be separately disclosed as 
a restructured asset. The diminution in the fair value of the loan, if any, 
measured  in present value terms, is either written off or a  provision  is 
made to the extent of the diminution involved. Similar guidelines apply  to 
sub-standard  loans. The substandard or doubtful accounts which  have  been 
subject  to restructuring, whether in respect of principal  installment  or 
interest  amount are eligible to be upgraded to the standard category  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 earlier, falls due, 
subject to satisfactory performance during the period. 

The  following  table  sets forth, at March 31, 2010 and  March  31,  2011, 
information regarding the classification of our gross customer assets  (net 
of write-offs, interest suspense and derivatives income reversal).

                                                            Rs. in billion
	                                   March 31, 2010   March 31, 2011

Standard assets	                             Rs. 2,057.29     Rs. 2,608.30
- Of which: Restructured loans	                    55.87	     20.64
Non-performing assets	                            96.27	    101.14
- Of which: Sub-standard assets	                    50.20            17.92
- Doubtful assets	                            40.30	     74.00
- Loss assets	                                     5.77	      9.22
Total customer assets(1)	             Rs. 2,153.56     Rs. 2,709.44

1.   Customer  assets  include  advances,  lease  receivables  and   credit 
substitutes like debentures and bonds but exclude preference shares.

2. All amounts have been rounded off to the nearest Rs. 10.0 million.

The  following  table  sets  forth, at  the  dates  indicated,  information 
regarding our non-performing assets (NPAs).

                                          Rs. in billion, except percentages
Year ended	 Gross NPA(1)	  Net NPA  Net customer  % of net NPA to net
		                                 assets   customer assets(2)

March 31, 2009	    Rs. 98.03   Rs. 46.19  Rs. 2,358.24	               1.96%
March 31, 2010	        96.27	    39.01      2,091.22	                1.87
March 31, 2011	   Rs. 101.14	Rs. 24.58  Rs. 2,628.16	               0.94%

1. Net of write-offs, interest suspense and derivatives income reversal. 

2. Customer assets include advances and credit substitutes like  debentures 
and bonds but exclude preference shares.

3. All amounts have been rounded off to the nearest Rs. 10.0 million.

At  March  31, 2011, the gross non-performing assets  (net  of  write-offs, 
interest suspense and derivatives income reversal) were Rs. 101.14  billion 
compared  to  Rs. 96.27 billion at March 31, 2010. The increased  level  of 
non-performing assets was after taking into consideration the additions  to 
gross  NPA  (Rs. 4.11 billion) arising out of the amalgamation of  Bank  of 
Rajasthan  with effect from close of business at August 12, 2010. Net  non-
performing assets were Rs. 24.58 billion at March 31, 2011 compared to  Rs. 
39.01 billion at March 31, 2010. The ratio of net non-performing assets  to 
net  customer  assets decreased from 1.87% at March 31, 2010  to  0.94%  at 
March  31,  2011. During fiscal 2011, we wrote-off NPAs,  including  retail 
NPAs,  with an aggregate outstanding of Rs. 2.29 billion against Rs.  28.48 
billion during fiscal 2010. 

Our  provision  coverage  ratio (i.e. total provisions  made  against  non-
performing assets as a percentage of gross non-performing assets), at year-
end  fiscal  2011 was 76.0%. We have been permitted by RBI to  achieve  the 
stipulated  level of provision coverage ratio of 70% in a phased manner  by 
March 31, 2011, which was achieved at December 31, 2010. At March 31, 2011, 
total general provision held against standard assets was Rs. 14.80  billion 
compared to the general provision requirement as per the RBI guidelines  of 
about Rs. 10.86 billion. The excess provision was not reversed in line with 
the RBI guidelines.

At  March  31, 2011, the net non-performing loans in the  retail  portfolio 
were 1.5% of net retail loans as compared with 3.1% at March 31, 2010.  The 
decrease  in  the  ratio  was primarily on  account  of  sharp  decline  in 
accretion  to retail NPAs and higher provisioning against retail loans.  At 
March  31, 2011, the net non-performing loans in the collateralised  retail 
portfolio  were  1.2% of the net collateralised retail loans and  net  non-
performing  loans  in the non-collateralised  retail  portfolio  (including 
overdraft  financing  against  automobiles) were about  5.6%  of  net  non-
collateralised retail loans.

Our   aggregate   investments  in  security  receipts   issued   by   asset 
reconstruction  companies  were  Rs. 28.31 billion at  March  31,  2011  as 
compared to Rs. 33.94 billion at March 31, 2010.

Classification of Non-Performing Assets by Industry

The  following table sets forth, at March 31, 2010 and March 31, 2011,  the 
composition of gross non-performing assets by industry sector.

                                        Rs. in billion, except percentages
	                                March 31, 2010	    March 31, 2011
	                                Amount	     %	    Amount	 %

Retail finance(1)	             Rs. 64.73	 67.2%	 Rs. 66.35   65.6%
Wholesale/retail trade	                  2.17	   2.3	      3.85     3.8
Food and beverages	                  1.62	   1.7	      2.88     2.9
Services - finance	                  2.43	   2.5	      2.30     2.3
Textiles	                          1.90	   2.0	      2.25     2.2
Chemicals and fertilisers	          2.47	   2.6	      2.05     2.0
Metal and metal products	          0.68	   0.7	      1.30     1.3
Electronics and engineering	          0.69	   0.7	      0.68     0.7
Automobiles	                          0.59	   0.6	      0.55     0.5
Paper and paper products	          0.03	   0.0	      0.46     0.5
Services - non finance	                  0.38	   0.4	      0.38     0.4
Power	                                  0.14	   0.1	      0.18     0.2
Iron/steel and products	                  1.43	   1.5	      0.17     0.2
Shipping	                          0.01	   0.0	      0.06     0.1
Other Industries(2)	                 17.00	  17.7	     17.68    17.3
Total	                             Rs. 96.27	100.0%	Rs. 101.14  100.0%

1.  Includes home loans, automobile loans, commercial business  loans,  two 
wheeler  loans,  personal  loans and credit cards. Also  includes  NPAs  in 
dealer funding and developer finance portfolios.

2.   Other   industries   primarily   include   construction,   drugs   and 
pharmaceuticals,   agriculture  and  allied  activities,  FMCG,  gems   and 
jewellery, manufacturing products excluding metal, crude petroleum/refining 
and petrochemicals, mining, cement, etc.

3. All amounts have been rounded off to the nearest Rs. 10.0 million.

Segment Information

RBI  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 standalone segmental report for the year ended March 31, 2011, based on 
the segments identified and defined by RBI, 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 
RBI guidelines on the Basel II framework.

*  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 RBI guidelines for the Bank.

* Treasury includes the entire investment portfolio of the Bank.

*  Other  Banking includes hire purchase and leasing operations  and  other 
items not attributable to any particular business segment of the Bank.

Framework for Transfer Pricing

All liabilities 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 and directed lending requirements. 

Retail Banking Segment

The loss in the retail banking segment decreased from Rs. 13.34 billion  in 
fiscal 2010 to Rs. 5.14 billion in fiscal 2011, primarily due to decline in 
provisions  for  loan losses in the unsecured portfolio, partly  offset  by 
decline in net interest income and fee income. 

Net  interest  income decreased by 11.7% from Rs. 37.59 billion  in  fiscal 
2010 to Rs. 33.20 billion in fiscal 2011 primarily due to reduction in  the 
retail  loan portfolio and the impact of increased cost of savings  account 
deposits with effect from April 1, 2010. 

Non-interest  income  decreased by 19.2% from Rs. 26.19 billion  in  fiscal 
2010  to  Rs. 21.16 billion in fiscal 2011, primarily due to  reduction  in 
credit  card related fees following our conscious strategy of reducing  the 
portfolio. Further, during fiscal 2010, we had sold our merchant  acquiring 
operations through a transfer of assets, primarily comprising fixed assets, 
receivables  and payables and assumption of liabilities to  ICICI  Merchant 
Services  resulting  in profit of Rs. 2.03 billion in  our  Retail  Banking 
segment.  Further, the fees from distribution of third-party products  were 
impacted  by regulatory changes in the life insurance sector which  led  to 
decline  in  market volumes, changes in product mix and  lower  distributor 
payouts.

Provisions decreased by 58.9% from Rs. 33.56 billion in fiscal 2010 to  Rs. 
13.81  billion in fiscal 2011, primarily due to decline in  provisions  for 
loan losses in the unsecured retail portfolio. We have been taking  various 
measures  to  contain the non-performing asset (NPA) accretion  in   retail 
portfolio over the last two years. This has reflected in a sharp  reduction 
in provision requirements. 

Wholesale Banking Segment

Profit before tax of the wholesale banking segment increased from Rs. 36.45 
billion in fiscal 2010 to Rs. 49.00 billion in fiscal 2011 primarily due to 
increase  in  fee  income and decline in provisions  offset,  in  part,  by 
increase in non-interest expenses.

Net interest income increased by 8.5% from Rs. 31.07 billion in fiscal 2010 
to  Rs.  33.72  billion in fiscal 2011 primarily  due  to  higher  business 
volumes.

Non-interest  income  increased by 41.9% from Rs. 28.08 billion  in  fiscal 
2010  to Rs. 39.85 billion in fiscal 2011. Fee income increased due to  our 
increased  participation  in financing to corporates for their  term  loan, 
working capital and project financing requirements. During the year,  there 
was  an  increase in loan processing related fees and  transaction  banking 
related fees from corporate clients.

Provisions  decreased  from Rs. 10.34 billion in fiscal 2010  to  Rs.  6.34 
billion  in fiscal 2011. Provisions were higher for fiscal 2010 on  account 
of  the  significantly higher restructuring of corporate loans  during  the 
period.

Treasury Banking Segment

Profit before tax of the treasury segment decreased from Rs. 27.89  billion 
in fiscal 2010 to Rs. 22.01 billion in fiscal 2011, primarily due to  lower 
gains from treasury-related activities, offset, in part, by increase in net 
interest income.

Other Banking Segment

Profit before tax of other banking segment decreased from Rs. 2.45  billion 
in fiscal 2010 to Rs. 1.74 billion in fiscal 2011.

CONSOLIDATED FINANCIALS AS PER INDIAN GAAP

The  consolidated profit after tax including the results of  operations  of 
our subsidiaries and other consolidating entities increased from Rs.  46.70 
billion  in fiscal 2010 to Rs. 60.93 billion in fiscal 2011 mainly  due  to 
improved  financial  performance of ICICI Bank and  ICICI  Prudential  Life 
Insurance Company Limited offset, in part, by decline in profits of certain 
subsidiaries  and  net  loss of ICICI  Lombard  General  Insurance  Company 
Limited.  The consolidated return on average equity increased from 9.6%  in 
fiscal 2010 to 11.6% in fiscal 2011. 

Profit  after tax of ICICI Bank UK PLC decreased marginally from  Rs.  1.76 
billion in fiscal 2010 to Rs. 1.67 billion in fiscal 2011 primarily due  to 
decrease in fee income, lower mark-to-market (MTM) gains on derivatives and 
lower  gains realised on buyback of bonds in fiscal 2011, offset, in  part, 
by  increase  in  net interest income due to an increase  in  net  interest 
margin and lower operating expenses.

Profit  after tax of ICICI Bank Canada decreased marginally from  Rs.  1.54 
billion in fiscal 2010 to Rs. 1.45 billion in fiscal 2011 primarily due  to 
decrease  in  non-interest  income  offset, in part,  by  increase  in  net 
interest  income  due  to  an increase in net  interest  margin  and  lower 
operating expenses. 

Profit after tax of ICICI Bank Eurasia Limited Liability Company  decreased 
from  Rs.  0.53 billion in fiscal 2010 to Rs. 0.21 billion in  fiscal  2011 
primarily  due to decrease in net interest income, non-interest income  and 
reduction in overall business levels.

Profit  after  tax  of  ICICI Prudential  Life  Insurance  Company  Limited 
increased  from  Rs.  2.58 billion in fiscal 2010 to Rs.  8.08  billion  in 
fiscal 2011 due to an increase in net premium earned, fund management  fees 
and  policy fees and lower operating and commission expenses.  Net  premium 
earned  increased  by 8.1% from Rs. 164.76 billion in fiscal  2010  to  Rs. 
178.17  billion in fiscal 2011 primarily due to increase in single  premium 
business  from  Rs.  2.75 billion in fiscal 2010 to Rs.  21.69  billion  in 
fiscal 2011. Operating expenses (other than staff cost) decreased by  18.6% 
from  Rs. 14.17 billion in fiscal 2010 to Rs. 11.53 billion in fiscal  2011 
due  to  space  rationalisation initiatives,  decrease  in  policy  related 
expenses and other branch related expenses.

ICICI  Lombard  General Insurance Company Limited had a loss  of  Rs.  0.80 
billion  in  fiscal  2011 as compared to a profit of Rs.  1.44  billion  in 
fiscal  2010.  In accordance with IRDA guidelines,  ICICI  Lombard  General 
Insurance  Company  Limited,  together with  all  other  general  insurance 
companies participates in the Indian Motor Third Party Insurance Pool (the 
Pool'), administered by the General Insurance Corporation of India  (GIC') 
from  April  1, 2007. The Pool covers reinsurance of third party  risks  of 
commercial vehicles. Based on an analysis of the performance of the Pool by 
an  independent  consultant,  IRDA has  instructed  all  general  insurance 
companies to provide at a higher provisional loss ratio of 153.0% (for each 
of the four years from fiscal 2008 to fiscal 2011) in the financial results 
for  fiscal  2011. Accordingly, the loss before tax of  ICICI  General  for 
fiscal  2011 includes the impact of the additional pool losses of Rs.  2.72 
billion. 

Profit after tax of ICICI Securities Limited decreased marginally from  Rs. 
1.23  billion in fiscal 2010 to Rs. 1.13 billion in fiscal  2011  primarily 
due  to  decrease in brokerage income on account of market  conditions  and 
increase in staff cost.

Profit  after tax of ICICI Securities Primary Dealership Limited  decreased 
from Rs. 0.85 billion in fiscal 2010 to Rs. 0.53 billion in fiscal 2011  as 
fixed  income  markets offered limited opportunities  for  trading  profits 
during  fiscal  2011  and  higher funding costs reduced  the  net  interest 
income.

Profit  after tax of ICICI Home Finance Company Limited increased from  Rs. 
1.61  billion in fiscal 2010 to Rs. 2.33 billion in fiscal  2011  primarily 
due  to  increase  in  net interest income following  an  increase  in  net 
interest margin and decrease in staff cost, administrative costs and  lower 
provisions.  Provisions on loans and advances decreased by 20.7% from   Rs. 
0.29  billion in fiscal 2010 to Rs. 0.23 billion in fiscal  2011  primarily 
due to decrease in the size of the loan book.

Profit  after  tax  of ICICI Prudential Asset  Management  Company  Limited 
decreased  from  Rs. 1.28 billion in fiscal 2010 to  Rs.  0.72  billion  in 
fiscal 2011 primarily due to the decrease in management fees on account  of 
decrease  in  average  assets under management  and  higher  administrative 
expenses.

Profit  after  tax  of  ICICI  Venture  Funds  Management  Company  Limited 
increased  from  Rs. 0.51 billion in fiscal 2010 to  Rs.  0.74  billion  in 
fiscal  2011  primarily due to increase in management fees  on  account  of 
increase  in  carry  income from funds and lower  marketing  and  financial 
expenses in fiscal 2011.

Consolidated   assets   of  the  Bank  and  its  subsidiaries   and   other 
consolidating  entities  increased from Rs. 4,893.47  billion  at  year-end 
fiscal  2010  to  Rs.  5,337.68 billion at  March  31,  2011.  Consolidated 
advances  of  the  Bank and its subsidiaries increased  from  Rs.  2,257.78 
billion at March 31, 2010 to Rs. 2,560.19 billion at March 31, 2011.

The   following   table  sets  forth,  for  the  periods   indicated,   the 
profit/(loss) of our principal subsidiaries.

                                                             Rs. in billion
Company	                                          Fiscal 2010	Fiscal 2011

ICICI Bank UK PLC	                             Rs. 1.76	   Rs. 1.67
ICICI Bank Canada	                                 1.54	       1.45
ICICI Bank Eurasia Limited Liability Company	         0.53	       0.21
ICICI Prudential Life Insurance Company Limited	         2.58	       8.08
ICICI Lombard General Insurance Company Limited	         1.44	     (0.80)
ICICI Securities Limited	                         1.23	       1.13
ICICI Securities Primary Dealership Limited	         0.85	       0.53
ICICI Home Finance Company Limited	                 1.61	       2.33
ICICI Prudential Asset Management Company Limited	 1.28	       0.72
ICICI Venture Funds Management Company Limited	     Rs. 0.51	   Rs. 0.74

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Convergence with International Financial Reporting Standards (IFRS), issued 
by  the  International  Accounting Standards Board (IASB)  is  gaining  the 
attention  of  companies, regulators and investing communities  across  the 
world. 

Based  on  the recommendations of a Core Group set up  to  facilitate  IFRS 
convergence  in  India,  the  Ministry  of  Corporate  Affairs  (MCA),   in 
consultation  with  RBI,  has  announced the  approach  and  timelines  for 
achieving convergence by financial institutions including banks,  insurance 
companies  and  NBFCs. As per the roadmap, all scheduled  commercial  banks 
will  need  to convert their opening balance sheet as at April 1,  2013  in 
compliance  with  the IFRS converged Indian Accounting Standards.  MCA  has 
recently  placed  35 Indian Accounting Standards (IND AS),  converged  with 
IFRS, on its website.

Currently,  IASB  has undertaken a project which will replace  the  current 
standards  on  financial  instruments, particularly IAS  39,  in  a  phased 
manner.  As  a part of this project, IASB has issued IFRS  9  -  'Financial 
Instruments'  which introduces a new classification and measurement  regime 
for financial assets within its scope. Additionally, the IASB has  released 
exposure  drafts on various aspects related to financial instruments  which 
include   amortised   cost   and   impairment   of   financial    assets', 
derecognition',  fair  value option for  financial  liabilities',  hedge 
accounting', asset and liability offsetting' and fair value measurement'. 
These  revisions are expected to be significantly different  from  existing 
IAS 39 as issued by IASB and AS 30 as issued by ICAI. To enable the  Indian 
banks  to transition to IFRS converged Indian Accounting Standards, RBI  is 
working  actively  with the banks in such areas as  identifying  the  major 
impact areas for banking industry, impact on existing regulatory guidelines 
and  arriving at an industry-wide common approach to transition  issues  to 
the extent possible. 

Currently,  we  report our financials under Indian GAAP and also  report  a 
reconciliation of shareholders' equity and net profit under Indian GAAP  to 
US GAAP. We are awaiting further clarity on the final transition to IFRS in 
order  to  assess the impact on our accounting systems  and  processes  and 
financial reporting.